CAR GROUP LIMITED — AGM Information 2021

Sep 28, 2021

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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 (“AGM”) of the Shareholders of carsales.com Limited (“Carsales” or “Company”) will be held virtually on Friday 29 October 2021 at 11am (Melbourne time).

Virtual Participation

To facilitate the participation of Shareholders in this AGM, the Company has in place an online platform provided by Lumi to allow Shareholders to participate in the AGM virtually. For detailed steps on how to participate in the AGM virtually, please refer to the Online Meeting Guide available at http://shareholder.carsales.com.au.

The AGM will be webcast live from the website at web.lumiagm.com/346115724. If you choose to participate online you will be able to view the live webcast of the meeting, ask the meeting questions and submit your votes in real time.

Even if you are planning on participating in the meeting in real time, we encourage you to submit a proxy and any questions you may have online ahead of the AGM to avoid any technical issues that may occur on the day. This can be done online through the https://www.investorvote.com.au website.

Further updates (if any) on this Notice of Meeting that may be necessary in view of the COVID-19 Pandemic will be disseminated through the ASX Markets Announcements Office and on our website.

The Explanatory Notes that accompany and form part of this Notice of Meeting describe the various matters to be considered.

Questions on AGM

In accordance with the Corporations Act and the Company’s past practice, a reasonable opportunity will be given to the Shareholders at the AGM to ask questions about, or make comments on, the management of the Company and the Remuneration Report.

Similarly, a reasonable opportunity will also be given to the Shareholders to ask the Auditor questions relevant to the Auditor's Report or conduct of the audit, the preparation, contents of the audit report, the accounting policies adopted by the Company and the auditor’s independence.

Written questions may be submitted by the Shareholders in advance of the meeting through the https://www.investorvote.com.au website.

Accessing meeting documents

The 2021 Annual Report and other meeting documents are available online at www.shareholder.carsales.com.au. You will not receive a paper copy of this Notice of Meeting. You may request a paper copy of this Notice of Meeting by contacting Computershare on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

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Annual General Meeting Agenda

Ordinary Business

Item 1. Financial Report

To receive and consider the Financial Report of the Company for the year ended 30 June 2021, including the Directors’ declaration, the related Directors’ Report and the Auditor's Report of the Company.

Item 2: Adoption of FY21 Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ That the Company’s Remuneration Report for the financial year ended 30 June 2021 be adopted.”

Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

An explanatory note to this item appears on page 5.

Voting Exclusion Statement

The Company will disregard any votes cast on item 2 by:

• A member of the Company's KMP whose remuneration is included in the Remuneration Report; and

• Closely related parties of those KMPs (such as certain family members, dependents and companies they control),

as well as any votes cast as a proxy on item 2 by members of the KMP at the date of the meeting and their closely related parties, unless the votes are cast by:

• A proxy or attorney for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• The Chair of the Annual General Meeting acting as a proxy or attorney for a person who is entitled to vote on item 2 and the appointment expressly authorises the Chair to exercise the proxy as the Chair decides.

Item 3: Re-election of Directors

To consider and if thought fit, pass the following resolutions as ordinary resolutions:

Item 3(a)

“That Mr. Kee Wong, being a Director of the Company who retires by rotation in accordance with Article 17.1 of the Company’s constitution and, being eligible offers himself for re-election, be re-elected as a Director of the Company.”

Item 3(b)

“That Ms. Edwina Gilbert, being a Director of the Company who retires by rotation in accordance with Article 17.1 of the Company’s constitution and, being eligible offers herself for re-election, be re-elected as a Director of the Company.”

Special Business

Item 4: Deferred short-term incentive (“STI”) and long-term incentive (“LTI”) awards for the Managing Director (“MD”) and Chief Executive Officer (“CEO”)

To consider and if thought fit, pass the following resolutions to be voted on separately:

Item 4(a): Grant of Rights to the MD and CEO, in respect of the FY21 STI

“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 21,164 Rights over Shares in the Company to Mr. Cameron McIntyre, in respect of the FY21 STI award, in accordance with the terms of the Company’s Option Plan and as set out in the Explanatory Memorandum below.”

Item 4(b): Grant of Performance Rights to the MD and CEO, in respect of the FY22-24 LTI

“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 93,095 Performance Rights over Shares in the Company to Mr. Cameron McIntyre, in respect of the FY22-24 LTI award, in accordance with the terms of the Company’s Option Plan and as set out in the Explanatory Memorandum below.”

Voting Exclusion Statement

The Company will disregard any votes cast on items 4a and 4b, by:

• The Managing Director, Mr. Cameron McIntyre; and

• Any of his associates,

as well as any votes cast by members of the KMP and their closely related parties as proxies unless the votes cast on items 4a and 4b are cast:

• In accordance with a direction given by a person who is entitled to vote on items 4a and 4b to vote on the resolution in a particular way;

• By the Chair of the Annual General Meeting acting as a proxy or attorney for a person who is entitled to vote on items 4a and 4b and the

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appointment expressly authorises the Chair to exercise the proxy as the Chair decides; and

• By a holder acting solely as a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided:

• Written communication being provided by the beneficiary that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting; and

• The vote is cast in accordance with the directions of the beneficiary to the holder.

Item 5: Approval of an increase in the fee pool for Non-Executive Directors (“NEDs”) to $2,000,000

To consider and if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 10.17, and Article 20.1 of the Company’s constitution, and for all other purposes, approval be and is hereby given, to increase the maximum aggregate remuneration payable to NEDs of the Company by $500,000 from $1,500,000 to $2,000,000 per annum.”

Voting Exclusion Statement

The Company will disregard any votes cast on item 5 by:

• Directors and their associates,

as well as any votes cast by members of the KMP, or their closely related parties as proxies, if their appointment does not specify the way in which the proxy is to vote, unless the votes cast on item 5 are cast by:

• A person identified above as a proxy or attorney for a person who is entitled to vote on item 5 and the vote is cast in accordance with directions given to the proxy or attorney to vote on the resolution in a particular way;

• By the Chair of the Annual General Meeting acting as a proxy or attorney for a person who is entitled to vote on item 5 and the appointment expressly authorises the Chair to exercise the proxy as the Chair decides; and

• By a holder acting solely as a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided:

• Written communication being provided by the beneficiary that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting; and

• The vote is cast in accordance with the directions of the beneficiary to the holder.

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Nicole Birman Company Secretary 29 September 2021

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Voting Information

1. Voting by Poll:

As the Shareholders will be participating virtually in the AGM, and in accordance with Article 13.5(a)(iii) of the Company’s constitution, the Chair intends to call a poll on each of the resolutions proposed at the AGM. The Chair considers voting by poll to be in the interests of the Shareholders as a whole and ensures the views of as many Shareholders as possible are represented at the AGM.

2. Entitlement to vote

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Board 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 7pm (Melbourne time) on Wednesday 27 October 2021 (“ Effective Time ”).

3. Proxies

Appointment of Proxies

Enclosed with this Notice of Meeting is a proxy form.

A Shareholder entitled to attend and vote at the AGM may appoint a proxy to attend virtually and vote on their behalf. To do so they must complete the proxy form. 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.

A proxy need not be a Shareholder of the Company. The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with Section 127 of the Corporations Act.

A corporation which is a Shareholder of the Company may appoint a representative to act on its behalf at the AGM. Appointments of representatives must be received in accordance with the requirements set below prior to the AGM or any adjournment of the AGM.

Proxies and powers of attorney granted by Shareholders must be received by the Company by no later than 11:00am (Melbourne time) Wednesday 27 October 2021. 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:

instructions provided but a proxy cannot be appointed online if appointed under a power of attorney or similar authority; or

• b. Deposited with the Company’s Share registry, Computershare Investor Services GPO Box 242, Melbourne VIC, 3001; or

• c. Successfully transmitted via facsimile to 1800 783 447 (within Australia), +613 9473 2555 (outside Australia); or

• d. 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 850 505 or from overseas +613 9415 4000 not later than 48 hours before the holding of the AGM or any adjournment of that AGM.

Directing Proxies how to vote

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you mark the abstain box for a particular Item of business, you are directing your proxy not to vote on your behalf and your Shares will not be counted in computing the required majority on a poll. If you do not mark a voting instructions box in respect of a particular item of business, you are directing your proxy to vote as he or she decides, subject to any voting exclusions that apply to the proxy (as described below).

Undirected Proxy

You may appoint the Chair of the meeting as your proxy. In addition, the Chair of the meeting is deemed appointed where a completed proxy form is submitted which does not contain the name of the proxy or where the person appointed on the form is absent from the meeting or does not vote in accordance with your directions. If you direct the Chair how to vote on an Item of business, the Chair must vote in accordance with your direction.

If you appoint the Chair of the meeting as your proxy or the Chair of the meeting is appointed as your proxy by default, and you do not mark a voting instructions box for Items 2, 4(a), 4(b) and 5, then by completing and submitting the proxy form, you will be expressly authorising the Chair of the meeting to exercise the proxy as the Chair sees fit in respect of Items 2, 4(a), 4(b) and 5 even though Items 2, 4(a), 4(b) and 5 are connected directly or indirectly with the remuneration of the Company’s key management personnel.

The Chair intends to vote all available proxies in favour of each item of business.

• a. Given electronically, by visiting www.investorvote.com.au and following the

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Explanatory Notes

These Explanatory Notes are intended to provide Shareholders of the Company with the information relevant to items of business set out in the Notice of Meeting, in order to assess the merits of the proposed resolutions. The Directors recommend that the Shareholders read these Explanatory Notes before making any decision relating to the resolutions set forth in this Notice of Meeting.

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

Item 1: Financial Report and Directors’ and Auditor’s 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 Chair 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.

A copy of the Financial Report, Directors’ Report and Auditor’s Report is available on the Company’s website, http://shareholder.carsales.com.au, by clicking “Financial Reports”. 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

A detailed Remuneration Report is included in the 2021 Annual Report (pages 34 to 60).

The Remuneration Report contains the following:

• Summary of the executive KMP remuneration framework;

• Remuneration outcomes and links to performance;

• Remuneration Governance:

• Executive KMP statutory remuneration disclosure;

• Details of executive service agreements; and

• Executive KMP equity disclosures.

As required pursuant to the Act, the Remuneration Report is presented to Shareholders for consideration and adoption by a non-binding vote. This means that the vote on this resolution is advisory only and is not binding on the Board. However, the Board will consider the outcome of this vote as well as the

discussions at the AGM on the Remuneration Report when determining the Company’s approach to remuneration.

Voting exclusion

A voting exclusion statement applicable to item 2 is set out in this Notice of Meeting and Proxy Form.

Directors' Recommendation

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

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

Item 3: Re-election of Directors

In accordance with Article 17.1 of the Company’s constitution, at every AGM as long as there are three or more “Relevant Directors” (a “Relevant Director” includes a Director but does not include a Managing Director) one third of the Relevant Directors must retire and will be eligible for re-election. As per ASX Listing Rule 14.5 and Article 17.2 of the Company’s constitution, a Director must retire from office no later than the longer of the third AGM or three years following the Director’s last appointment or reappointment.

Accordingly, Mr. Kee Wong and Ms. Edwina Gilbert will be retiring at the AGM and being eligible, offer themselves for re-appointment.

Item 3(a) Re-Election of Mr. Kee Wong

Mr. Wong joined the Board on 9 July 2018. He is a member of the Risk Management Committee and the People and Culture Committee.

Skills and Experiences : Mr. Wong’s experience in IT and management consulting enhances the Board’s knowledge of technology and product, as well as providing valuable insight into markets outside of Australia in which the Company operates.

He is an experienced entrepreneur and was previously a senior executive at IBM. Mr. Wong is the founder and managing director of e-Centric Innovations, an IT/management consulting firm operating in Australia, Malaysia and Singapore.

Mr. Wong is a Fellow of the Australian Institute of Company Directors and Adjunct Professor of Engineering and IT at La Trobe University. He was awarded a Fellow of Monash University in 2010 and Distinguished Alumni in 2014.

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Degrees/Qualifications : Mr. Wong has a Bachelor of Engineering (Hons) from Monash University, a Graduate Diploma in Computing and an MBA.

Directors' Recommendation

The Board (excluding Mr. Wong) endorses the reelection of Mr. Wong as a Director. If re-elected, the Board considers that Mr. Wong will be an independent Non-Executive Director.

The Chair of the meeting intends to vote all available undirected proxies in favour of the re-election of Mr. Wong.

Item 3(b) Re-Election of Ms. Edwina Gilbert

Ms. Gilbert joined the Board on 27 April 2016. She is Chair of the Risk Management Committee and a member of the Audit Committee and the People and Culture Committee.

Skills and Experiences : Ms. Gilbert has more than 18 years’ experience in the automotive industry and is currently the Executive Chair of the Phil Gilbert Motor Group, overseeing strategic direction of the dealerships and the entity’s property portfolio.

She brings to the Board significant insight into the automotive field, including manufacturers, along with executive experience operating dealerships with a digital first marketing approach and has deep people and culture operational acumen.

Degrees/Qualifications : Ms. Gilbert holds a Bachelor of Laws and Bachelor of Arts from Sydney University. She holds positions as the National AMDC Hyundai representative, as well as a Toyota subcommittee representative.

Directors' Recommendation

The Board (excluding Ms. Gilbert) endorses the reelection of Ms. Gilbert as a director. If re-elected, the Board considers that Ms. Gilbert will be a NonExecutive Director.

Background

The Company operates the carsales.com Option Plan (“Plan”) under which eligible executives may receive grants of Rights to acquire Shares in the Company, subject to meeting certain performance and service conditions.

Rights are proposed to be granted because they provide immediate Share price exposure.

The FY21 STI incentive outcome for the MD and CEO is $1,655,100, which will be delivered as follows: 75% in cash and 25% deferred for a period of 12-months in the form of Rights. The deferred portion of the FY21 STI is intended to support retention and provide further alignment with shareholder interests.

Approvals sought

ASX Listing Rule 10.14 requires the Company to obtain Shareholder approval for the issue of securities to a Director under an employee incentive scheme. The Company wishes to have flexibility to satisfy Rights by way of issuing new Shares or acquiring Shares on-market.

Accordingly, Shareholders are asked to approve the grant of 21,164 Rights to the MD and CEO under the Plan, on the terms and conditions set out below. Approval of this resolution will also result in the Rights granted to the MD and CEO being included as an exception to the approval requirements of ASX Listing Rule 7.1. This means the Rights granted to the MD and CEO, and any other Shares issued pursuant to this approval, will not use up part of the 15% limit available under ASX Listing Rule 7.1.

If approval is not obtained from Shareholders, then the Board will consider whether to proceed with the grant, make the grant on different terms or acquire Shares on-market to satisfy the Rights.

The Chair of the meeting intends to vote all available undirected proxies in favour of the re-election of Ms. Gilbert.

Item 4: Deferred STI and LTI awards for the MD and CEO

Item 4(a): Grant of Rights for the MD and CEO, in respect of the FY21 STI

Item 4(a) seeks approval for the grant of 21,164 Rights to the MD and CEO, Mr. Cameron McIntyre, in respect of the deferred portion of the short-term variable component of his remuneration package for the 2021 financial year (“FY21 STI”), on the terms summarised below.

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Key terms of the Rights

An overview of the key terms of the proposed grant of Rights to the MD and CEO under the deferred portion of the FY21 STI are set out below.

Term	Details
	Subject to Shareholder approval, the MD and CEO will be granted 21,164 Rights under the Plan.
	The number of Rights to be granted has been calculated by dividing the deferred component of
Number of	the MD and CEO’s FY21 STI outcome ($413,775) by the volume weighted average price
Rights	(“VWAP”) of the Company’s ordinary shares for 20 trading days up to 30 June 2021 of $19.55.
	For further detail on the key features and outcomes of the FY21 STI, refer to pages 41 to 44 of
	the 2021 Annual Report.
Date of grant	If Shareholder approval is obtained, the Rights will be granted to the MD and CEO as soon as practicable after the AGM, but in any event, within 12 months of the AGM.
	Each Right is an entitlement to receive one Share (or a cash payment of equivalent value),
	subject to satisfaction of the applicable service-related condition.
Rights	Rights do not carry any dividend or voting rights, or in general, a right to participate in other
	corporate actions such as bonus issues.
	Rights are not transferable (except in limited circumstances or with the consent of the Board).
Vesting period	Vesting of Rights is subject to the MD and CEO’s continued service over the 12- month period from 1 July 2021 to 30 June 2022.
	Subject to the MD and CEO’s continued employment, Rights will vest and be automatically
	exercised following the end of the 12-month period, and one Share will be allocated for each
Allocation of	Right.
Shares upon
vesting	The Company’s obligation to allocate Shares on vesting and automatic exercise may be satisfied
	by issuing new Shares, acquiring Shares on-market or by transferring from an employee share
	trust.
Price payable	No amount is payable in respect of the grant of Rights, nor in respect of any Shares allocated on
for securities	exercise of vested Rights.
Cessation of	Rights will, subject to the Board's discretion, automatically lapse if the MD and CEO ceases to be
employment	employed by the Company prior to the end of the 12-month vesting period.
	The Plan provides the Board with the ability to apply malus / clawback and declare that all, or
	some, of the MD and CEO’s Rights lapse (i.e., malus) and Shares held under the Plan are
Malus /	forfeited (i.e., clawback).
Clawback	The Board may apply malus / clawback in the following circumstances:
	a) Material breach of the participant’s obligations to the Company or a Subsidiary; and
	b) Behaviour that brings the Company or Group into disrepute.
	There is no loan scheme in relation to the grant of Rights under the Plan.
	Details of any Rights issued under the Plan will be published in the Annual Report relating to the
Other information	period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
	Any additional people covered by ASX Listing Rule 10.14 who become entitled to participate in an
	issue of Rights under the Plan after this item 4(a) is approved, and who were not named in this
	Notice of Meeting, will not participate until approval is obtained under that rule.

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The MD and CEO’s total remuneration package for FY22

The MD and CEO’s total remuneration package for FY22 is set out below:

Remuneration	Opportunity
element
Fixed Remuneration	$1,500,000
(inclusive of Base
Salary plus
Superannuation)
STI	165.54% of Fixed Remuneration at maximum
	(i.e., $2,483,100)
LTI – FY22-24 grant	121.33% of Fixed
	Remuneration at maximum
	(i.e., $1,820,000)

Further information regarding the MD and CEO’s remuneration arrangements is detailed on pages 34 to 60 of the 2021 Annual Report.

Previous awards under the Plan

The following table summarises the Performance Rights and Options previously granted to the MD and CEO under the Plan:

Description	Number of Performance Rights or Options Granted	Average Acquisition Price (per security)
FY19-21 LTI
Performance	63,551	Nil
Rights
FY19-21 LTI Options	177,632	$14.87
FY20-22 LTI
Performance	73,412	Nil
Rights
FY20-22 LTI Options	148,871	$13.54
FY21-23 LTI
Performance	80,499	Nil
Rights

Voting exclusion

A voting exclusion statement applicable to item 4(a) is set out in this Notice of Meeting and Proxy Form.

Directors' Recommendation

his interest in the resolution) unanimously recommends that Shareholders vote in favour of this item 4(a).

Item 4(b): Grant of Performance Rights to the MD and CEO, in respect of the FY22-24 LTI

Item 4(b) seeks approval for the grant of 93,095Performance Rights to the MD and CEO, Mr. Cameron McIntyre, in respect of the long-term variable component of his remuneration package for FY22 on the terms summarised below.

Background

The Company operates the carsales.com Option Plan ( Plan ) under which eligible executives may receive grants of Performance Rights to acquire Shares in the Company, subject to meeting certain performance and service conditions. Performance Rights are proposed to be granted because they provide immediate Share price exposure.

The Board refined the FY21-23 LTI Plan to simplify and enhance alignment with Shareholders. The FY22-24 LTI grant will be made on similar terms, being a grant of Performance Rights that will be tested for vesting at the end of a three-year performance period against performance measures which reward executives for financial performance (Adjusted EPS) and multi-year strategy implementation (strategic measures), and reflect Shareholders’ experience (Relative TSR).

Approvals sought

ASX Listing Rule 10.14 requires the Company to obtain Shareholder approval for the issue of securities to a Director under an employee incentive scheme. The Company wishes to have flexibility to satisfy Performance Rights by way of issuing new Shares or acquiring Shares onmarket.

Accordingly, Shareholders are asked to approve the grant of 93,095Performance Rights to the MD and CEO under the Plan, on the terms and conditions set out below. Approval of this resolution will also result in the Performance Rights granted to the MD and CEO being included as an exception to the approval requirements of ASX Listing Rule 7.1. This means the Performance Rights granted to the MD and CEO, and any other Shares issued pursuant to this approval, will not use up part of the 15% limit available under ASX Listing Rule 7.1.

If approval is not obtained from Shareholders, then the Board will consider whether to proceed with the grant, make the grant on different terms or acquire Shares on-market to satisfy the Performance Rights.

The Board (other than the MD and CEO, who abstains from making a recommendation because of

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Key terms of the Performance Rights

An overview of the key terms of the proposed grant of Performance Rights to the MD and CEO under the FY22-24 LTI are set out below.

Term	Details
	Subject to Shareholder approval, the MD and CEO will be granted 93,095Performance Rights
Number of	under the Plan.
Performance	The number of Performance Rights to be granted has been calculated by dividing the MD and
Rights	CEO’s maximum FY22-24 LTI Opportunity (being 121% of FY22 Fixed Remuneration) by the
	VWAP of the Company’s ordinary shares for 20 trading days up to 30 June 2021 of $19.55.
Date of grant	If Shareholder approval is obtained, the Performance Rights will be granted to the MD and CEO as soon as practicable after the AGM, but in any event, within 12 months of the AGM.
	Each Performance Right is an entitlement to receive one Share (or a cash payment of
	equivalent value), subject to satisfaction of the applicable performance and service-related
	conditions.
Performance Rights	Performance Rights do not carry any dividend or voting rights, or in general, a right to participate in other corporate actions such as bonus issues.
	Performance Rights are not transferable (except in limited circumstances or with the consent
	of the Board).
	Vesting of Performance Rights is subject to:
	• An Adjusted EPS performance measure, reflecting the Company’s financial
	performance;
	• A Relative TSR measure, reflecting Shareholders’ experience;
	• Strategic measures, reflecting multi-year strategy implementation; and
	• The MD and CEO’s continued employment with the Company.
	35% of the Performance Rights are subject to the Adjusted EPS performance measure, 35%
	subject to the Relative TSR measure and 30% subject to strategic measures.
	(1) Adjusted EPS (35% weighting)
Performance	Vesting of 35% of the Performance Rights will be subject to the Adjusted EPS performance
measures and	measure.
weightings	Adjusted EPS is defined as Earnings Per Share calculated by dividing the Adjusted Net Profit
	After Tax attributable to equity holders of the Company during the performance period by the
	weighted average number of ordinary shares outstanding during the performance period.
	Adjusted NPAT is defined as the Group net profit after tax and non-controlling interests from
	continuing operations, subject to inclusions and exclusions at the discretion of the Board such
	as acquired intangible asset amortisation, any material one-off transactions of a corporate
	nature such as gains/losses on business disposals, non-cash associate revaluations, impact
	of capital reorganisations, or other significant non-recurring corporate transaction costs as
	determined by the Board. The Adjusted EPS hurdle is tested by measuring the growth in the
	Company’s Adjusted EPS over the performance period (from 1 July 2021 to 30 June 2024)
	against pre-determined targets set by the Board.

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The percentage of Performance Rights that vest, if any, will be determined with reference to the Company’s Adjusted EPS performance over the performance period, based on the table below.

	Performance Rights subject to
CAGR	Adjusted EPS measure that vest
	(%)
Less than 3% CAGR	0%
At 3% CAGR	30%
At 7% CAGR	80%
At 8% CAGR	90%
At 9% CAGR	95%
At 10% CAGR or greater	100%

Performance Rights vest on a straight line pro-rata basis between 3% CAGR and 7% CAGR.

The Board retains discretion to alter the Adjusted EPS measure, CAGR growth rates or vesting schedule in appropriate circumstances, including for matters outside of management’s influence and the impact of any material acquisitions or corporate activity during the performance period, to ensure there is no material advantage or disadvantage that would materially affect Adjusted EPS.

Performance measures and (2) Relative TSR (35%) weightings Vesting of 35% of the Performance Rights will be subject to the Company’s Relative TSR performance measure.

Broadly, TSR calculates the return Shareholders would earn if they held a notional number of Shares over a period of time. It measures the change in the Company’s Share price, together with the value of dividends during the relevant period, assuming that the dividends are reinvested into new Shares. Relative TSR compares the Company’s TSR performance against the TSR of a bespoke peer group of companies.

The peer group will comprise of ASX200 companies in the media and entertainment, retailing industry and information technology sectors. Additionally, there are three international peer companies in the peer group: Auto Trader Group PLC, CarGurus Inc and Cars.com Inc. The Australian listed peer companies are those with whom the Company competes with for advertising space and talent in Australia and international markets. The inclusion of international peers reflects the Company’s global footprint.

The peer group is comprised of the following companies:

Afterpay Ltd	EML Payments Ltd	Premier Investments Ltd
Altium Ltd	Harvey Norman Holdings Ltd	REA Group Ltd
Appen Ltd	IRESS Ltd	SEEK Ltd
Auto Trader Group PLC	JB Hi-Fi Ltd	Southern Cross Media Group Ltd
Bapcor Ltd	Link Administration Holdings Ltd	Super Retail Group Ltd
Bravura Solutions Ltd	Megaport Ltd	Technology One Ltd
CarGurus Inc	Nearmap Ltd	Webjet Ltd
Cars.com Inc	News Corporation	Wesfarmers Ltd

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The percentage of Performance Rights that vest, if any, will be determined with reference to the Company’s TSR in comparison to that of companies in the bespoke peer group over the performance period (from 1 July 2021 to 30 June 2024) as set out in the table below.

Performance Rights subject to TSR rank in bespoke peer group Relative TSR measure that vest (%) Less than 50th percentile 0% Equal to 50th percentile 50% Greater than 50th percentile and less Straight line pro-rata between 50% than 75th percentile and 75% At or above 75th percentile 100%

The Board retains discretion to adjust the Relative TSR measure or vesting schedule in appropriate circumstances, including for matters outside of management’s influence and the impact of any material acquisitions or corporate activity during the performance period, to ensure that a participant is neither advantaged nor disadvantaged by matters that may materially affect achievement of the Relative TSR measure.

(3) Strategic measures (30% weighting)

Vesting of 30% of the Performance Rights will be subject to performance against strategic measures.

The release of the strategic measures used to assess performance will be provided upon completion of each three-year performance period, due to competitive advantage information being withheld.

The strategic measures contain objectives in the following areas:

• international business performance metrics that reflect the strategic importance of this segment to the Group as a whole;

• talent metrics that show effective strategies have been put in place to attract and retain talent in the face of a post-COVID global skills shortage; and

• domestic business milestones that indicate successful implementation of the Group’s strategic roadmap.

Achievement of each of the strategic measures will be assessed by the Board on the following three point scale:

Rating	Performance Rights subject to strategic measures that vest (%)
Not achieved	0%
Partially achieved	50%
Fully achieved	100%

• Performance period[The Adjusted EPS, Relative TSR and strategic measures outlined above will be tested over a ] three-year performance period (from 1 July 2021 to 30 June 2024).

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	As the Company’s full-year results are not typically announced to the market until late August
	each year following the results announcement, the final number of Performance Rights that
	vest will not be determined until after this time.
	Any Performance Rights that do not vest following testing will lapse.
	Following determination of the extent to which the performance measures have been satisfied
	(at the end of the three-year performance period), vested Performance Rights will be
Allocation of	automatically exercised, and one Share will be allocated for each vested Performance Right
Shares upon	that is exercised.
vesting	The Company’s obligation to allocate Shares on vesting and automatic exercise may be
	satisfied by issuing new Shares, acquiring Shares on-market or by transferring from an
	employee share trust.
Price payable for	No amount is payable in respect of the grant of Performance Rights, nor in respect of any
securities	Shares allocated on exercise of vested Performance Rights.
Cessation of	Performance Rights which have not vested, will, subject to the Board's discretion,
employment	automatically lapse if the MD and CEO ceases to be employed by the Company.
	The Plan provides the Board with the ability to apply malus / clawback and declare that all, or
	some, of the MD and CEO’s Performance Rights lapse (i.e., malus) and Shares held under the
	Plan are forfeited (i.e., clawback).
Malus / Clawback	The Board may apply malus / clawback in the following circumstances:
	a) Material breach of the participant’s obligations to the Company or a Subsidiary; and
	b) Behaviour that brings the Company or Group into disrepute.
	There is no loan scheme in relation to the grant of Performance Rights under the Plan.
	Details of any Performance Rights issued under the Plan will be published in the Annual
	Report relating to the period in which they were issued, along with a statement that approval
Other information	for the issue was obtained under Listing Rule 10.14.
	Any additional people covered by ASX Listing Rule 10.14 who become entitled to participate in
	an issue of Performance Rights under the Plan after this item 4(b) is approved, and who were
	not named in this Notice of Meeting, will not participate until approval is obtained under that
	rule.

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The MD and CEO’s total remuneration package for FY22

The MD and CEO’s FY22 total remuneration package is outlined under item 4(a).

Previous awards under the Plan

The Performance Rights and Options previously awarded to the MD and CEO under the Plan are outlined under item 4(a).

Voting exclusion

A voting exclusion statement applicable to item 4(b) is set out in this Notice of Meeting and Proxy Form.

Directors' Recommendation

The Board (other than the MD and CEO who abstains from making a recommendation because of his interest in the resolution) unanimously recommends that Shareholders vote in favour of this item 4(b).

Item 5: Approval of an increase in the fee pool for Non-Executive Directors (“NEDs”) to $2,000,000

Item 5 seeks approval for an increase of $500,000 in the maximum aggregate remuneration (fee pool) for the remuneration of NEDs.

The current maximum aggregate remuneration available for NEDs has not changed since 2015, when the maximum fee pool of $1,500,000 was approved by Shareholders at the Company’s 2015 AGM on 23 October 2015.

Following a review of NED fees conducted in FY21, which took into consideration the market rates for similar positions at relevant Australian organisations of comparable size and complexity, it was determined an uplift to base Director and Chair fees was required in order to fairly compensate NEDs for their services. The increase was effective from 1 January 2021 and it is not the Board’s intent to increase NED fees in FY22.

The Directors provide the following background and information in support of the Shareholder approval sought to increase the maximum fee pool for NEDs by $500,000:

• Since the current maximum fee pool was approved in 2015, the Company has significantly increased in size and complexity. From the FY15 full year results to the FY21 full year results, reported revenue has increased from $312m to $427m and reported EBITDA has increased from $154m to $241m.

• The Company’s international interests represent a much more significant portion of income –in FY15 international revenue accounted for approximately

10% of the Company’s business, and in FY21 international revenue represented 24% of the Company’s look-through revenue.

• The Company has continued to undertake large acquisitions since 2015, including the acquisition of the remaining 50.1% of Encar in South Korea for $244m and the recent acquisition of 49% of Trader Interactive in the United States for US$624m (or approximately $797m), with an option to acquire the remaining 51% of that company. Each acquisition demands significant additional time and effort from the Board over and above its regular duties.

• With increased exposure to international markets, the Board would like the flexibility to appoint NEDs based in other jurisdictions, potentially increasing the size of the Board.

• The Board is continuing its Board renewal plan and would like to allow for overlap of new NEDs being appointed, while experienced NEDs remain on the Board for knowledge sharing and succession planning.

• The Company must ensure it can continue to pay market competitive fees to NEDs to maintain its ability to attract and retain Directors of the requisite calibre for the Board.

• The Company must be in a position to continue to fairly compensate NEDs with respect to the demands that are made on their time and their responsibilities.

If this item 5 is passed, it is proposed the increase to the maximum fee pool will take effect immediately after the 2021 AGM. The maximum aggregate amount of fees that may be paid to all of the Company’s NEDs will be $2,000,000 per annum. The Board considers the proposed increase to be reasonable and appropriate for the reasons set out above.

The remuneration of each NED for the year ended 30 June 2021 is detailed on pages 34 to 60 of the 2021 Annual Report. No securities have been issued to NEDs in the preceding three years under ASX Listing Rules 10.11 or 10.14.

Voting exclusion

A voting exclusion statement applicable to item 5 is set out in this Notice of Meeting and Proxy Form.

Directors' Recommendation

Given the nature of this item 5, the Board abstains from making a recommendation on how shareholders should vote on this item.

The Chair intends to vote all undirected proxies in favour of this item 5.

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Glossary

Annual	Means the Annual General Meeting
General	of the Company to be held virtually
Meeting	on 28 October 2021, at 11 am
	(Melbourne time) and “AGM” has
	the same meaning
Annual	Means the 2021 annual report of
Report	the Company accompanying this
	Notice of Meeting
ASX Listing	Means the listing rules of the ASX
Rules	Limited ACN 008 624 691 (also
	referred to as "ASX"), as amended
	from time to time
Auditor	Means PricewaterhouseCoopers
Auditor’s	Means the report of the Auditor,
Report	regarding its audit of the Group,
	which accompanies the
	Financial Report
Board	Means the board of Directors of the
	Company
Chair	Means the individual acting as chair
	of the AGM
Company	Means carsales.com Limited (ABN
	91 074 444 018)
Corporations	Means the_Corporations Act 2001_
Act	(Cth)
Director	Means a director of the Company
Directors’	Means the report of the Directors of
Report	the Company accompanying the
	Notice of Meeting
Effective	Means 7pm (Melbourne time) on
Time	Wednesday 27 October 2021
KMP	Has the meaning given to that term
	in the Financial Report
Share	Means a fully paid ordinary share in
	the capital of the Company
Shareholder	Means a holder of one or more
	Shares

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Wednesday, 27 October 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

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 or abstain as they choose (to the extent permitted by law). 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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number:

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

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.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000002/i12

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.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

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

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 as a virtual meeting on Friday, 29 October 2021 at 11:00am (AEDT) 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, 4a, 4b and 5 (except where I/we have indicated a different voting intention in step 2) even though Items 2, 4a, 4b and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: 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 Items 2, 4a, 4b and 5 by marking the appropriate box in step 2.

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.

Step 2 Items of Business Item 2 Adoption of FY21 Remuneration Report Item 3a Re-election of Director - Mr Kee Wong Item 3b Re-election of Director - Ms Edwina Gilbert Item 4a Grant of Rights to the MD and CEO, in respect of the FY21 STI Item 4b Grant of Performance Rights to the MD and CEO, in respect of the FY22-24 LTI Item 5 Approval of an increase in the fee pool for Non-Executive Directors (“NEDs”) to $2,000,000

For Against Abstain

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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