CAR GROUP LIMITED — AGM Information 2012

Oct 7, 2012

carsales.com Limited ABN 91 074 444 018 Registered Office: Level 4, 449 Punt Road, Richmond, Victoria, 3121

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of carsales.com Limited will be held in Victoria on Friday, 26 October, 2012, in the Alto Room, Level 25, The Langham Melbourne at One Southgate Avenue, Southbank, Melbourne, at 1:00 p.m. ( Melbourne time ).

Ordinary Business

Please note that the default option for receiving your Annual Report is now online. To access your online Annual Report please visit http://shareholders.carsales.com.au and click on ‘Financial Reports’ on the left hand side of the screen. You have the option of receiving, free of charge, a printed copy of the Annual Report. Please contact Computershare on 1300 651 575 (or outside Australia +613 9415 4694) or logon to www.investorcentre.com, click on ‘Update My Details’ then ‘Communication Options’ and complete your details to receive a printed copy of the Annual Report.

Financial Report and Directors’ and Audit Reports

1. To receive, consider and adopt the Financial Report, including the Directors’ declaration, the related Directors’ Report and Auditor's Report of the Group for the year ended 30 June 2012 (contained in the 2012 Annual Report).

Remuneration Report

To receive, consider and adopt the Remuneration Report for the year ended 30 June 2012 (contained in the 2012 Annual Report) by passing the following resolution:‐

2. “That the Remuneration Report that forms part of the Directors’ report of the Group for the financial year ended 30 June 2012 be adopted.”

Election and re‐election of Directors

To consider and if thought fit, pass the following resolution:‐

3. “That Mr Patrick O’Sullivan, being a Director of the Company who retires by rotation, and being eligible under the Company’s constitution, is re‐elected as a Director of the Company.”

Special Business

Remuneration of Non‐Executive Directors

To consider and if thought fit, pass the following resolution:‐

4. “That the total remuneration to the Non‐Executive Directors be increased from $650,000 per annum to an annual amount not exceeding $900,000 per annum to be divided among the Non‐Executive Directors in such proportions and manner as the Directors determine.”

CARSALES.COM LIMITED ABN 91 074 444 018

Grant of Share Options/Performance Rights to Managing Director Mr Greg Roebuck

To consider and if thought fit, pass the following resolution:‐

1. “That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval be and is hereby given, to the grant of up to 350,000 Options and Performance Rights over shares in the Company to Mr Greg Roebuck, exercisable at $5.93 each, in accordance with the terms of the Company’s Option Plan and the Company’s long term incentive arrangements as set out in the Explanatory Memorandum below”.

Other Business

To deal with any other business which may be brought forward in accordance with the Company’s Constitution and the Corporations Law.

During the Annual General Meeting, a presentation covering the status of the Group will be made by Mr Greg Roebuck (Managing Director). Shareholders will be able to put questions to the Directors. Tea and coffee will be served from 12:30 p.m. (Melbourne time).

By Order of the Board.

Cameron McIntyre Company Secretary 20th September 2012

TERMS:

Capitalised terms used in this Notice of AGM (including those used in the items set out in this Notice of AGM) have, unless otherwise defined, the same meanings as set out in the Explanatory Memorandum.

VOTING EXCLUSION STATEMENT:

1. Resolutions 2 and 4

2. (a) In accordance with the Corporations Act, a member of the Company's Key Management Personnel (" KMP ") and closely related parties of a KMP whose remuneration is included in the Remuneration Report, will not be eligible to vote on Resolution 2 and in all cases on Resolution 4 , except as provided in paragraph (b) below.

3. (b) A person described in paragraph 1(a) may vote on Resolutions 2 and 4 if the vote is not cast on behalf of a person described in that paragraph and either –

   • (i) the person votes as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

   • (ii) the person voting is the Chairman of the Annual General Meeting, votes as a proxy for a person who is entitled to vote, and the appointment of the Chairman as proxy:

     • (A) does not specify the way the proxy is to vote on the resolutions; and

     • (B) expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP.

In addition to the prohibitions under the Corporations Act, in accordance with the ASX Listing Rules the Company will, except as provided in paragraph 3 below, disregard any votes cast on Resolution 4 , by any Director, or any associate of any Director.

CARSALES.COM LIMITED ABN 91 074 444 018

1. Resolution 5

2. In accordance with the ASX Listing Rules the Company will, except as provided in paragraph 3 below, disregard any votes cast on Resolution 5 , by the Managing Director, Mr Greg Roebuck, or any associate of Mr Greg Roebuck and any other Director and their respective associates (except if ineligible to participate in any employee incentive scheme in relation to the Company). Mr Greg Roebuck is the only Director currently eligible to participate in the Company's Option Plan.

As Mr Greg Roebuck is a KMP, in accordance with the Corporations Act, a vote must not be cast on this resolution by him or any other KMP, or a closely related party of Mr Greg Roebuck or any other KMP, acting as a proxy if the proxy form does not specify the way the proxy is to vote on this resolution. However, the Company will not disregard any proxy votes cast on this resolution by a KMP if the KMP is the Chairman of the Annual General Meeting acting as a proxy and the appointment expressly authorises the Chairman to exercise the proxy even though this resolution is connected with the remuneration of Mr Greg Roebuck.

1. The Company will not disregard a vote if it is cast:

2. (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

3. (b) by the Chairman of the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

REQUIRED VOTING MAJORITY ‐ CORPORATIONS ACT:

Items 2 to 5 (inclusive)

In accordance with section 249HA of the Corporations Act for each of these resolutions to be effective ‐

• not less than 28 days written notice specifying the intention to propose the resolutions has been given; and

• each resolution must be passed by more than 50% of all the votes cast by Shareholders entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).

On a show of hands, every Shareholder has one vote and, on a poll, every Shareholder has one vote for each Ordinary Share held, subject to the voting exclusions set out in the Voting Exclusion Statement as set out above.

NOTES:

Proxies and corporate representatives

1. Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the share register at 7:00 pm (Melbourne time) on Wednesday, 24 October 2012(“ Effective Time ”).

2. All Shareholders at the Effective Time are entitled to attend the Annual General Meeting and may appoint a proxy for that purpose.

3. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise one half of the Shareholder's votes. If the Shareholder appoints two proxies, neither may vote on a show of hands if both proxies are present at the Annual General Meeting.

4. A proxy need not be a Shareholder of the Company.

5. The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act 2001.

6. A corporation which is a Shareholder of the Company may appoint a representative to act on its behalf. Appointments of representatives must be received in accordance with 7 below at any time before the Annual General Meeting or at the meeting or any adjournment of the Annual General Meeting.

7. Proxies and powers of attorney granted by Shareholders must be received by the Company by no later than 1:00 pm (Melbourne time) on Wednesday, 24 October 2011. To be valid, a duly completed proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be:

CARSALES.COM LIMITED ABN 91 074 444 018

• (a) given electronically, by visiting www.investorvote.com.au and following the instructions provided but a proxy cannot be appointed online if appointed under power of attorney or similar authority; or

• (b) deposited with the Share Registry of the Company, Computershare Investor Services PO Box 242 Melbourne, VIC 3001 (envelope enclosed); or

• (c) successfully transmitted by facsimile to 1800 783 447 (within Australia), (61 3) 9473 2555 (outside Australia); or

• (d) deposited at the registered office of carsales.com Limited at Level 4, 449 Punt Road, Richmond, Vic, 3121; or

• (e) given electronically by intermediary online custodians, by visiting www.intermediaryonline.com.

• If a Shareholder has any specific questions in relation to the above, please contact the Shareholder Information Line on 1300 651 575 or from overseas (61 3) 9415 4694 not later than 48 hours before the holding of the Annual General Meeting or any adjournment of that Annual General Meeting.

Explanatory Memorandum

This Explanatory Memorandum contains information relevant to the business referred to in the Notice of AGM of carsales.com Ltd ABN 91 074 444 018 (hereafter the “ Company ”). The Directors recommend that you read this document prior to the Annual General Meeting.

All capitalised terms used in this Explanatory Memorandum have the meanings set out in the Glossary of Terms located at the end of this document.

Further details relating to each of the resolutions is set out below.

Item 1 Financial Report and Directors’ and Audit Reports

The Corporations Act requires the Financial Report, Directors’ Report and Auditor’s Report of the Group, prepared on a consolidated single entity basis, for the most recent financial year to be laid before the Annual General Meeting. While this item of business does not require a formal resolution to be put to Shareholders, the Chairman will give Shareholders a reasonable opportunity to ask questions and make comments on these reports and on the business, operations and management of the Group.

In accordance with the Corporations Act, the Chairman will also give Shareholders the opportunity to ask the Auditor questions relevant to the Auditor's Report or conduct of the audit. If a Shareholder wishes to put written questions to the Auditor, a Shareholder is entitled to submit questions relevant to the content of the Auditor’s Report or the conduct of the audit, in writing, to the Company, up to five business days prior to the Annual General Meeting. The Company will pass the questions on to the Auditor prior to the Annual General Meeting. The Auditor may, but is not obligated to, answer any written or oral questions that are put to it by Shareholders.

A copy of the Financial Report, Directors’ Report and Auditor’s Report is available on the Company’s website, http://shareholders.carsales.com.au by clicking “Financial Reports” on the left hand side of the screen. You have the option of receiving, free of charge, a printed copy of these reports. Please contact Computershare on 1300 651 575 (or from overseas +613 9415 4694) if you wish to receive a printed copy of these reports.

Item 2 Remuneration Report

The Remuneration Report (which forms part of the Director’s Report in the 2012 Annual Report) contains information in relation to a number of issues relating to remuneration policy and its relationship to the Company’s performance. As required pursuant to the Corporations Act, a resolution will be put to Shareholders to adopt the Remuneration Report. Shareholders should be aware that the vote on this resolution is advisory only and is not binding on the Board.

Under reforms to the Corporations Act which came into effect in 2011, if 25% or more of the votes cast on this resolution are against adoption of the Remuneration Report, the Company will be required to consider, and report to Shareholders on, what action (if any) has been taken to address

CARSALES.COM LIMITED ABN 91 074 444 018

Shareholders' concerns at next year's annual general meeting. Depending on the outcome of next year's voting on the Company's Remuneration Report, Shareholders may be required to consider a resolution to call another general meeting in accordance with the Corporations Act at which the Directors who held office at the date of the Directors' Report (excluding the Managing Director) will be required to seek re‐election.

Directors' Recommendation

The Directors unanimously recommend Shareholders vote in favour of adopting the Remuneration Report. As stated in the Notice of AGM, each of the KMP's whose remuneration is included in the Remuneration Report and closely related parties of those KMP's are not eligible to vote on this Resolution, except as stated in the Notice of AGM.

The Chairman intends to vote all available open proxies in favour of the adoption of the Remuneration Report.

Item 3 Re‐election of Director: Mr Patrick O’Sullivan

In accordance with the Company’s constitution and ASX Listing Rules 14.4 and 14.5, Mr Patrick O’Sullivan retires by rotation and being eligible, offers himself for re‐election.

Mr O’Sullivan has been a Director of the Company since 2007 and was the Chief Operating Officer and Finance Director of Nine Entertainment Co Pty Limited (formerly PBL Media Pty Ltd) a position he had held from February 2006 until the 29[th] June 2012. Mr O’Sullivan is a member of The Institute of Chartered Accountants in Ireland and Australia. He is a graduate of the Harvard Business School’s Advanced Management Program and a current Director on the Board of iSelect Limited.

Directors' Recommendation

The Directors, other than Mr O’Sullivan, recommend that Shareholders vote in favour of resolution 3. Mr O’Sullivan makes no recommendation in relation to resolution 3.

The Chairman intends to vote all available open proxies in favour of the re‐election of Mr O’Sullivan.

Item 4 Remuneration of Non‐Executive Directors

There are 5 Non‐Executive Directors of the Company being Mr W Pisciotta, Mr R Collins, Mr I Law, Ms K Anderson and Mr P O’Sullivan.

Under the Company’s constitution, the remuneration payable to Non‐Executive Directors must not be more than the aggregate fixed sum which is determined by Shareholders at a general meeting.

It is proposed that the aggregate remuneration for the Non‐Executive Directors for the year ending 30 June 2013 comprise a maximum cash pool of $900,000 inclusive of statutory superannuation payments.

To ensure that the Company is able to attract and retain a Board comprised of the best available talent, the remuneration payable to Non‐Executive Directors needs to be in line with the market. The Board has carefully reviewed director’s remuneration in order to bring it into line with other non‐ executive remuneration policies for comparable listed companies on the ASX. There has been no increase in the directors remuneration limit approved by Shareholders since the October 2009 Annual General Meeting.

Directors' Recommendation

The Directors recommend that Shareholders vote in favour of resolution 4. As stated in the Notice of AGM, any votes cast in respect of the resolution by any Director, or associate of any Director, will be disregarded except as stated in the Notice of AGM.

The Chairman intends to vote all available open proxies in favour of the increase in the remuneration cash pool for non‐executive Directors.

CARSALES.COM LIMITED ABN 91 074 444 018

Item 5 Grant of Share Options and Performance Rights to Managing Director Mr Greg Roebuck

Resolution 5 set out in the Notice of AGM seeks Shareholder approval of the long term incentive (“ LTI ”) arrangements for Mr Greg Roebuck (being the Managing Director and Chief Executive Officer of the Company) for the purpose of ASX Listing Rule 10.14. As stated in the Notice of AGM, Mr Roebuck is the only Director entitled to participate in the Option Plan.

If Shareholder approval is received, the Board will grant up to 350,000 Options and Performance Rights to Mr Roebuck with an attached value of $950,000.

The value of the Options and Performance Rights is calculated at the issue date using the Black‐ Scholes option pricing model which takes into account certain facts and makes certain assumptions as explained on pages 59 and 87 of the Financial Report. For that reason, the exact number of Options and Performance Rights to be issued to Mr Greg Roebuck if Shareholders approve this resolution may differ from (but will not exceed) the number stated.

There are currently 235,089,159 Shares at the date of the Notice of AGM and the Options and Performance Rights proposed to be granted to Mr Roebuck represent 0.15% of the current issued Shares.

Mr Roebuck currently holds 888,836 Options and Performance Rights and directly and indirectly, through entities associated with him, holds 6,229,086 Shares. At the date of the Notice of AGM, Mr Roebuck has a relevant interest in 2.65% of the total voting rights of the Company.

The Board believes the grant of the Options and Performance Rights to Mr Roebuck is consistent with the Company’s remuneration policies and objectives, reflects good market practice in remuneration and effectively aligns the interests of Mr Roebuck with those of the Company and its Shareholders.

The key terms of the Options and Performance Rights, subject to Shareholder approval, are summarised as follows:

• The Options and Performance Rights will be issued to Mr Roebuck for no cash consideration as soon as possible after the Annual General Meeting (but no later than 12 months after the Annual General Meeting).

• The vesting of the up to 350,000 Options and Performance Rights is subject to the achievement of an earnings per share (EPS) target during the relevant period.

• EPS will be calculated by dividing the net profit after tax attributable to equity holders of the Company during the relevant period by the weighted average number of Ordinary Shares outstanding during the relevant period.

• Minimum and maximum EPS targets for the Options and Performance Rights have been set for each of the 2 years of the vesting period. The target for the third year, namely the period ending 30 June 2015, has been set at a minimum aggregate growth rate over the three year period of 15.2% and a maximum aggregate growth rate over the three year period of 24.0%.

• Options and Performance Rights will not be capable of exercise if at the relevant testing date (referred to below) the minimum targeted aggregate growth rate has not been achieved.

• Options and Performance Rights will be capable of exercise in tranches if at the relevant testing date the EPS target for the relevant period has been achieved or exceeded as follows;

• If the EPS achieved is equal to the minimum target, 50% of the vested Options and Performance Rights will be capable of exercise

• If the EPS achieved is equal to or exceeds the maximum target, 100% of the vested Options and Performance Rights will be capable of exercise

• If the EPS achieved is between the minimum and maximum targets, vested Options and Performance Rights will be capable of exercise on a pro‐rata basis between 50% and 100%.

• The performance conditions applying to the Options and Performance Rights will be tested only once in each relevant period.

• The exercise price of each vested option is $5.93 being the volume weighted average price of the Company’s Shares for the 21 days prior to the 1[st] of July 2012. The exercise price of a Performance Right is $0.

CARSALES.COM LIMITED ABN 91 074 444 018

• Subject to the performance conditions being satisfied, Options and Performance Rights may, unless otherwise waived by the Board, be exercised as follows:

• 40% with a testing date 30 June 2014 (Year 2), exercisable after the Board releases the 2014 Annual Report to the ASX

• 60% with a testing date 30 June 2015 (Year 3), exercisable after the Board releases the 2015 Annual Report to the ASX.

• Attributable Options and Performance Rights which have not achieved the EPS target on the applicable testing date:

• in Year 2, will be carried forward in aggregate to the testing date for Year 3,

• o in Year 3, will lapse.

As a result, Options and Performance Rights may still vest and be capable of exercise if the EPS targets are met on a cumulative basis.

• Options and Performance Rights will automatically lapse if:

• Mr Roebuck ceases to be employed by the Company

• Options remain unexercised after five years from the grant date.

• Any shares provided on the exercise of these Options and Performance Rights will be held in trust by the trustee of the carsales.com Employee Share Trust (“Trust”), CPU Share Plans Pty Limited, on terms and conditions of the Plan and the trust deed establishing the Trust.

• If there is a reorganisation of the Company’s capital, the Options and Performance Rights terms will be adjusted, pursuant to the ASX Listing Rules, to the extent necessary to reflect the effects of the reorganisation.

Further explanatory comments pertaining to the proposed grant:

• The Board in considering appropriate performance targets has once again decided to use EPS as the only measure as it ensures alignment with the interests of shareholders and is not distorted by fluctuations stock liquidity.

• The Company will each year publish in the Annual Report the minimum and maximum EPS targets that were applicable to that relevant grant for years 1, 2 & 3, along with the actual EPS achieved by the company in that relevant year ie; years 1, 2 and 3.

• EPS targets exclude any corporate activity associated with mergers and acquisitions, corporate or capital re organisations.

Directors' Recommendation

The Directors, other than Mr Roebuck, recommend that Shareholders vote in favour of resolution 5.

As stated in the Notice of AGM, Mr Roebuck, his associates and closely related parties and each other KMP and their respective closely related parties are not eligible to vote on this resolution, except as stated in the Notice of AGM.

The Chairman intends to vote all available open proxies in favour of the grant of Options and Performance Rights to Mr Roebuck.

CARSALES.COM LIMITED ABN 91 074 444 018

Glossary of Terms

Annual General Meeting means the Annual General Meeting of the Company to be held at 1.00 p.m. ( Melbourne time ), Friday, 26 October, 2012 and " AGM " has the same meaning. Auditor means PricewaterhouseCoopers. Auditor’s Report means the report of the Auditor regarding its audit of the Group which accompanies the Financial Report. Board means the board of Directors of the Company. Chairman means the individual acting as chairman of the AGM. Company means carsales.com Limited (ACN 074 444 018). Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Directors’ Report means the report of the Directors of the Company accompanying the Notice of AGM. Explanatory Memorandum means this memorandum which provides details of the business to be heard at the Annual General Meeting. Financial Report means the annual financial report of the Group for the year ending on 30 June 2012. Group means the Company and its controlled entities. Key Management has the meaning given to that term in the Financial Report. Personnel Listing Rules means the listing rules of the ASX Limited ACN 008 624 691 (also referred to as " ASX "), as amended from time to time. Notice of AGM means the notice of the Annual General Meeting of the Company accompanying this Explanatory Memorandum (and the term “Notice” has the same meaning). Option Plan means the option plan of the Company. Option The right to acquire an Ordinary Share, subject to satisfaction of performance hurdles and other vesting conditions as determined by the Board, in accordance with the terms of the Option Plan. Ordinary Share A fully paid ordinary share in the capital of the Company. Performance Right The right to acquire an Ordinary Share, subject to satisfaction of performance hurdles and other vesting conditions as determined by the Board, in accordance with the terms of the Option Plan. Remuneration Report means the remuneration report of the Group that forms part of the Directors’ Report accompanying the Notice of AGM. Shareholder means a holder of one or more Shares. Shares means fully paid ordinary shares in the capital of the Company.

CARSALES.COM LIMITED ABN 91 074 444 018

ABN 91 074 444 018

Lodge your vote:

 Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 CRZ MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 651 575 (outside Australia) +61 3 9415 4694

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by Wednesday, 24 October 2012 at 1:00 p.m. (Melbourne time)

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999

I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of carsales.com Limited hereby appoint

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the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of carsales.com Limited to be held in the Alto Room, Level 25, The Langham Melbourne at One Southgate Avenue, Southbank, Melbourne on Friday, 26 October 2012 at 1:00 p.m. (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2, 4 and 5 (except where I/we have indicated a different voting intention below) even though Items 2, 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: For Item 4, this express authority is also subject to you marking the box in the section below.

If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 4 by marking the appropriate box in step 2 below.

Important for Item 4: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 4 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 4 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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ORDINARY BUSINESS

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Item 2 Adoption of the Remuneration Report Item 3 Re-election of Mr Patrick O’Sullivan as a Director of the Company Item 4 Remuneration of Non-Executive Directors Item 5 Grant of Share Options/Performance Rights to Managing Director Mr Greg Roebuck

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGN Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
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