CAR GROUP LIMITED — AGM Information 2023

Sep 25, 2023

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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 on Friday 27 October 2023 at 11am (Melbourne time) at the Company’s head office at 449 Punt Rd, Richmond, Victoria and will be available as a live webcast.

In-person attendance

Shareholders may attend the AGM in-person at the Company’s head office at 449 Punt Rd, Richmond.

Virtual Participation

To facilitate the participation of Shareholders in this AGM, the Company has in place an online platform provided by Computershare 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 https://meetnow.global/M4LU5Y7. If you choose to participate online you will be able to view the live webcast of the meeting, ask the meeting questions via a written facility 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 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 2023 Annual Report and other meeting documents are available online at www.shareholder.carsales.com.au.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form. To do so, contact 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 2023, including the Directors’ declaration, the related Directors’ Report and the Auditor's Report of the Company.

Item 2: Adoption of FY23 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 2023 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 on item 2, in accordance with directions given to the proxy or attorney to vote on the resolution in a particular way; 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; or

• 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 3: Re-election of Directors

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

Item 3(a)

“That Mr Patrick O’Sullivan, being a Director of the Company who retires by rotation in accordance with Article 17.1 and 17.2 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 Mr. Walter Pisciotta OAM, being a Director of the Company who retires by rotation in accordance with Article 17.1 and 17.2 of the Company’s constitution and, being eligible offers himself for reelection, be re-elected as a Director of the Company.”

Item 3(c)

“That Ms. Susan Massasso, who was appointed as a Director of the Company effective on 14 June 2023, and being eligible under the Company’s constitution, be approved as a Director of the Company.”

Special Business

Item 4: Deferred short-term incentive (“FY23 STI”) and long-term incentive (“FY24-26 LTI”) awards for the Managing Director (“MD”) and Chief Executive Officer (“CEO”)

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

Item 4(a): Grant of Rights to the MD and CEO, in respect of the FY23 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 23,465 Rights over Shares in the Company to Mr. Cameron McIntyre, in respect of the FY23 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 FY24-26 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 124,737 Performance Rights over Shares in the Company to Mr. Cameron McIntyre, in respect of the FY24-26 LTI award, in

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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 MD and CEO, Mr. Cameron McIntyre; and

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: Change of Company name

To consider and if thought fit, pass the following resolution as a special resolution :

• Any of his associates,

Item 5

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 by:

• A person as proxy or attorney who is entitled to vote on items 4a and 4b, in accordance with directions given to the proxy or attorney to vote on the resolutions in a particular way;

• 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 appointment expressly authorises the Chair to exercise the proxy as the Chair decides; or

• 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

“That, for the purposes of sections 136(2) and 157(1) of the Corporations Act 2001 (Cth) and for all other purposes, the name of the Company be changed from “carsales.com Limited” to "CAR Group Limited” and the Company’s constitution be modified by replacing all references to “carsales.com Limited” with references to “CAR Group Limited”, with effect from the date on which ASIC alters the details of the Company’s registration and as set out in the Explanatory Memorandum below.”

Nicole Birman

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Company Secretary 26 September 2023

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Voting Information

1. Voting by Poll:

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 25 October 2023 (“ 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 25 October 2023. 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:

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

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) and 4(b) 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) and 4(b) even though Items 2, 4(a) and 4(b) are connected directly or indirectly with the remuneration of the Company’s KMP.

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

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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 2023 Annual Report (pages 58 to 77).

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: Election and re-election of Directors

The Board’s careful and considered renewal program has been successfully underway for the past 8 years, and remains active.

The current Board renewal plan commenced in 2015, when the then Managing Director, Mr. Greg Roebuck and fellow longstanding director, Mr. Richard Collins shared their plans to retire in the coming years.

An exhaustive CEO succession plan resulted in the appointment of Mr. Cameron McIntyre when Mr. Roebuck retired from the Company in 2017. In relation to non-executive directors, the Board prioritised finding a director with automotive dealership experience to ensure that the important customer segment was represented on the Board when Mr. Collins left the Company. Ms. Edwina Gilbert was appointed to the Board in 2016 and was able to serve alongside Mr. Collins until his retirement at the end of 2018.

In 2018, Chair of the Board Mr. Jeffrey Browne retired from his second period as a director of the Company. After an extensive search for a new Chair, Mr. O’Sullivan was appointed to the position in November 2018. 2018 also saw the appointment of Mr. Kee Wong as director, followed by Mr. David Wiadrowski’s appointment as director of the Company in 2019.

In June 2023, Ms. Susan Massasso was appointed to the Board in anticipation of Ms. Kim Anderson’s plans to retire at the conclusion of her current term. In September 2023 the Company announced that Ms. Pip Marlow had accepted the Company’s offer to join its Board of Directors, with her appointment to take effect in early 2024.

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The Company has benefited greatly from the corporate history provided by its longer-serving members, particularly in the context of entering new international markets.

With the retirement of Mr. Roebuck, Mr. Collins and Mr. Browne, the historical corporate knowledge provided by Mr. Pisciotta, Mr O’Sullivan and Ms. Anderson became even more important and is wellbalanced against the more recent director appointments.

The Board’s current composition features a good balance of its longer-tenured directors (over 10 years), in Mr. Pisciotta, Mr. O’Sullivan and Ms. Anderson, mid-tenured directors (between 4 and 7 years) in Ms. Gilbert, Mr. Wong and Mr. Wiadrowski, and is now moving into the next phase of appointments, with the most recent appointments of Ms. Massasso and Ms. Marlow.

In addition, the Board regularly assesses each director’s independence, taking into account the effect of a director’s business and other relationships and interests from the perspective of both the Company and the director. The Board may determine that a director is independent notwithstanding the existence of a relationship of the kind referred to above.

It is considered that all non-executive directors are independent except Mr. Pisciotta. Mr. Pisciotta is not considered independent due to a range of factors, including his continuous role as a Director of the Company from founding to the present day and his shareholding and previous role as Chairman of Pentana Solutions Pty Ltd, which has historically had a material contractual relationship with the Company.

While Mr. O’Sullivan, has served on the Board for 16 years, the Board believes that Mr. O’Sullivan continues to act as an effective independent director. He demonstrates unwavering willingness to question, challenge and provide independent counsel to the Board and executives based on his extensive skills and experience and has not formed associations with management of the Company that are considered to impact his ability to exercise independent judgement.

Further information regarding each director’s independence is available in the Company’s FY23 Corporate Governance Statement.

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. Patrick O’Sullivan and Mr. Walter Pisciotta OAM will be retiring at the AGM and being eligible, offer themselves for re-appointment.

Item 3(a) Re-Election of Mr. Patrick O’Sullivan

Mr. O’Sullivan joined the Board on 29 June 2007. He became Chair of the Board in 2019, having been the Chair of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee for many years.

Skills and Experience : Mr. O’Sullivan brings a breadth of financial, commercial and regulatory experience to the Board, including insights to the operations of global companies. He has held a number of senior executive roles, including being the Chief Operating Officer and Finance Director of Nine Entertainment Co Pty Limited and Chief Financial Officer of Optus.

He is an experienced ASX Non-Executive Director and at present is also the Chair of TechnologyOne Limited and SiteMinder Limited.

Degrees/Qualifications : Mr. O’Sullivan is a member of the Institute of Chartered Accountants in Ireland and Australia and a graduate of the Harvard Business School’s Advanced Management Program.

Directors' Recommendation

The Board (excluding Mr. O’Sullivan) endorses the re-election of Mr. O’Sullivan as a Director. If reelected, the Board considers that Mr. O’Sullivan will be an independent Non-Executive Director and continue in his role as Chair.

The Chair of the meeting intends to vote all available undirected proxies in favour of the re-election of Mr Patrick O’Sullivan.

Item 3(b) Re-Election of Mr. Walter Pisciotta OAM

Mr. Pisciotta joined the Board on 25 June 1996 and served as the Chair of carsales since its inception until August 2015.

Skills and Experience : Mr. Pisciotta has more than 35 years’ experience in supplying computer services to the automotive industry. Mr. Pisciotta was recognised with the Medal of the Order of Australia for his services to the Australian Automotive Industry in the 2016 Queen’s Birthday Honours. He brings to the Board extensive knowledge of the IT needs of the automotive industry as well as his vast knowledge of

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the business, having been a driving force from its inception.

Degrees/Qualifications : Mr. Pisciotta holds a Bachelor of Science degree in Business Administration from the University of Alabama (United States).

Directors' Recommendation

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

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

Item 3(c) Election of Ms. Susan Massasso

In accordance with the Company’s constitution and ASX Listing Rules 14.4 and 14.5, Ms. Susan Massasso’s position as Director requires confirmation. Accordingly, Ms. Susan Massasso, who was appointed as a Director effective 14 June 2023, retires and being eligible, offers herself for reelection.

Skills and experience : Ms. Massasso has over 25 years’ experience focussed on both strategy and operations for brand-led businesses in transformative scale-up or turnaround growth with multi-product, multi-channel portfolios across diverse international markets. Ms. Massasso was the Chief Marketing Officer, and later the Chief Growth and Brand Officer for The a2 Milk Company. In that role, she had responsibility for all aspects of customer experience, brand development and innovation; co-led the company’s ASX listing; and had shared responsibility for the global P&L, business growth strategy, and crisis and risk management programs.

Ms. Massasso is currently a Non-Executive Director and member of the remuneration committee for Made Group, Deputy Chair and Chair of the Audit, Finance and Risk Committee of St Aloysius College and Managing Partner of reThink | Massasso Advisory Group.

Degrees/Qualifications : Ms. Massasso holds a Bachelor of Commerce (Accounting and Marketing) from the University of Sydney and is a graduate of the Australian Institute of Company Directors.

Directors' Recommendation

The Board (excluding Ms. Massasso) endorses the election of Ms. Massasso as a Director. If re-elected, the Board considers that Ms. Masasso will be an independent Non-Executive Director.

The Chair of the meeting intends to vote all available undirected proxies in favour of the election of Ms. Susan Massasso.

Item 4: Deferred FY23 STI and FY24-26 LTI awards for the MD and CEO

Item 4(a): Grant of Rights for the MD and CEO, in respect of the FY23 STI

Item 4(a) seeks approval for the grant of 23,465 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 FY23 STI, on the terms summarised below ( “Rights”) .

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 FY23 STI incentive outcome for the MD and CEO is $2,234,790, which is delivered as follows: 75% in cash at the end of the STI period and 25% deferred for a period of 12-months. The deferred portion of the FY23 STI is intended to support retention and provide further alignment with shareholder interests. The MD and CEO will be permitted, in accordance with the Plan rules, to elect whether to receive the deferred portion of the FY23 STI in Shares, or if the MD and CEO already holds Shares equal to the value of two years’ fixed remuneration at the testing date, he may elect to receive the award in cash, or any combination of Shares and cash.

The Rights to be granted pursuant to this Item may be used to satisfy the award if the MD and CEO elects to receive the award in Shares. In the event the MD and CEO elects to receive the award in cash, the Rights will be cancelled.

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 up to 23,465 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

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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.

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 FY23 STI are set out below.

Term	Details
	Subject to Shareholder approval, the MD and CEO will be granted 23,465 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 FY23 STI outcome ($558,697) by the volume weighted average price
Rights	(“VWAP”) of the Company’s ordinary shares for 20 trading days up to 30 June 2023 of $23.81.
	For further detail on the key features and outcomes of the FY23 STI, refer to pages 63-66 of the
	2023 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 2023 to 30 June 2024.
	At the end of the 12-month deferral period, subject to the MD and CEO’s continued employment,
	in accordance with the Plan rules, the MD and CEO will be permitted to elect whether to receive
	the deferred FY23 STI as Shares, or if the MD and CEO already holds Shares equal to the value
Allocation of	of two years’ fixed remuneration at the testing date, he may elect to receive the award in cash, or
Shares upon	any combination of Shares and cash. To the extent the grant is elected to be awarded in Shares,
vesting	the Rights will vest and be capable of being exercised, and one Share will be allocated for each
	Right.
	The Company’s obligation to allocate Shares on 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 may lapse if the MD and CEO ceases to be employed by the Company prior to the end of
employment	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.

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Term

Details

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 period in which they were issued, along with a statement that approval for the issue was obtained Other under Listing Rule 10.14. information 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.

The MD and CEO’s total remuneration package for FY24

The MD and CEO’s total remuneration package for FY24 is set out below:

Remuneration	Opportunity
element
Fixed Remuneration	$1,800,000
(inclusive of Base
Salary plus
Superannuation)
STI	On Target opportunity of
	100% of Fixed
	Remuneration i.e.,
	$1,800,000.
	Maximum capped
	opportunity of 135% of
	Fixed Remuneration i.e.,
	$2,430,000.
LTI – FY24-26 grant	On Target opportunity
	122% of Fixed
	Remuneration i.e.,
	$2,200,000.
	Maximum capped
	opportunity of 165% of
	Fixed Remuneration i.e.,
	$2,970,000.

Further information regarding the MD and CEO’s remuneration arrangements is detailed on pages 5877 of the 2023 Annual Report.

Previous awards under the Plan

The following table summarises 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)
FY20-22 LTI
Performance	73,412	Nil
Rights
FY20-22 LTI Options	148,871	$13.54
FY21-23 LTI
Performance	80,499	Nil
Rights
FY22-24 LTI
Performance	93,095	Nil
Rights
FY23-25 LTI
Performance	107,219	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

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(a).

Item 4(b): Grant of Performance Rights to the MD and CEO, in respect of the FY24-26 LTI

Item 4(b) seeks approval for the grant of up to 124,737 Performance Rights to the MD and CEO, Mr. Cameron McIntyre, in respect of the long-term variable component of his remuneration package for FY24 on the terms summarised below

( “Performance Rights” ).

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Background

The Company operates the 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 FY24-26 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

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 124,737 Performance 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.

ASX Listing Rule 10.14 requires the Company to obtain Shareholder approval for the issue of

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 FY24-26 LTI are set out below.

Term	Details
	Subject to Shareholder approval, the MD and CEO will be granted 124,737 Performance
Number of	Rights under the Plan.
Performance	The number of Performance Rights to be granted has been calculated by dividing the MD and
Rights	CEO’s maximum FY24-26 LTI Opportunity (being 165% of FY24 Fixed Remuneration) by the
	VWAP of the Company’s ordinary shares for 20 trading days up to 30 June 2023 of $23.81.
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:
Performance	• An Adjusted EPS performance measure, reflecting the Company’s financial
measures and	performance;
weightings	• 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.

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Term Details

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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)

Vesting of 35% of the Performance Rights will be subject to the Adjusted EPS performance measure.

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 determined by 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 2023 to 30 June 2026) against predetermined targets set by the Board.

	The percentage of Performance Rights that vest, if any, will be determined with reference to	The percentage of Performance Rights that vest, if any, will be determined with reference to	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 5% CAGR 0%
	At 5% CAGR 50%
	At 10% CAGR 100%
	At 12% CAGR 125%
Performance
measures and	At 13% CAGR 150%
weightings
	Performance Rights vest on a straight-line pro-rata basis between 5% and 10% CAGR, between
	10% and 12% CAGR and between 12% and 13% CAGR.
	This year the EPS gate has been lifted from 3% to 5% and an accelerator has been introduced.
	This is aligned to shareholder outcomes and will only reward management for outperformance
	in financial achievement.
	The Adjusted EPS measure, CAGR growth rates or vesting schedule may be adjusted in certain
	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.
	(2) Relative TSR (35%)
	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 aperiod of time. It measures the change in the Company’s Shareprice,together

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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 is reviewed annually to ensure accuracy and this year will comprise of ASX200 companies in the Media and Entertainment and the Technology Indexes. These are organisations the Company competes with for talent, advertising space or are a peer marketplace business. There are also eight international companies in the peer group: Auto Trader Group, Adevinta, Prosus, MercadoLivre, Cargurus, Cars.com, Ebay and News Corp.

The peer group is comprised of the following companies:

Adevinta Inc IRESS Ltd Webjet Ltd Altium LLC MercadoLivre Ltd Xero Ltd Auto Trader Group PLC News Corporation Ltd CarGurus Inc Nine Entertainment Co Holdings Ltd Cars.com Inc Prosus Inc Codan Ltd REA Group Ltd Domain Holdings Australia Ltd SEEK Ltd Ebay Inc Siteminder Ltd Hansen Technologies Ltd Technology One Ltd

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 2023 to 30 June 2026) 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% Between 50[th] percentile to 75[th] Straight line pro-rata vest between percentile 50% and 100% Equal to the 75[th] percentile 100% Greater than 75[th] percentile and up to Straight line pro-rata vest between 85[th] percentile 100% and 150%

Consistent with the EPS tranche, an accelerator has been introduced, designed to reward Relative TSR performance above the 75[th] percentile. This change is aligned with shareholder outcomes and will only reward management for delivering superior total shareholder returns.

The Relative TSR measure or vesting schedule may be adjusted in certain 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:

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• Diversify the Group’s revenue mix, through the delivery of incremental new growth initiatives.

• Develop and execute a global employer brand strategy that will expand the Company’s ability to attract and retain talent.

• Review business operations to deliver on the Company’s carbon reduction strategy.

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%

	Fully achieved 100%
	The Adjusted EPS, Relative TSR and strategic measures outlined above will be tested over a
	three-year performance period (from 1 July 2023 to 30 June 2026).
Performance period	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, may automatically lapse if the MD and CEO
employment	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
Other information	Report relating to the 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 Performance Rights under the Plan after this item 4(b)is approved,and who were

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not named in this Notice of Meeting, will not participate until approval is obtained under that rule.

The MD and CEO’s total remuneration package for FY24

The MD and CEO’s FY24 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: Change of Company name

General

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Section 136(2) of the Corporations Act provides that a company may modify its constitution, or a provision of its constitution, by special resolution.

Item 5 seeks approval for the Company to change its name to “CAR Group Limited” and make minor modifications to the Company’s constitution by replacing all references from “carsales.com Limited” with references to “CAR Group Limited”.

Item 5 is a special resolution and therefore requires at least 75% of votes cast by Shareholders present and eligible to vote at the meeting in favour of the resolution.

The proposed name has been reserved by the Company and if this resolution is passed, the Company will lodge a copy of the special resolution with ASIC following the meeting in order to effect the change. The change of name of the Company will take effect when ASIC alters the details of the Company’s registration.

The Company will announce on the ASX’s announcement platform when the change of name takes effect. The Company’s amended constitution will also be attached to this announcement and otherwise made available on the Company’s investor website at

https://shareholder.carsales.com.au/charters/.

The Company’s ASX code will not change and will remain as “CAR”.

Rationale for proposed change

The Board proposes this change of name to “CAR Group Limited” on the basis of the Company’s growth and scale of the Company’s international operations.

Following the most recent acquisition of an additional 40% of webmotors in Brazil, more than 50% of the Company’s revenue is being generated outside of Australia. It is appropriate to differentiate the listed entity from the Australian marketplace brand, and a change of name which is aligned to the Company’s ASX code clearly delineates the listed parent company from its marketplace brands around the globe.

The Company does not plan to change the brands of any of its marketplaces or other businesses in any country.

Directors' Recommendation

The Board unanimously recommends that Shareholders vote in favour of this item 5.

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Glossary

Annual	Means the Annual General Meeting
General	of the Company to be held on 27
Meeting	October 2023, at 11 am (Melbourne
	time) and “AGM” has the same
	meaning
Annual	Means the 2023 annual report of
Report	the Company, as announced to the
	ASX on 14 August 2023
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 25 October 2023
Financial	Means the 2023 annual financial
Report	report of the Company, as
	announced to the ASX on 14
	August 2023
Group	Means the Company and its
	subsidiaries
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

15

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, 25 October 2023.

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

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.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

I ND

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 Chair OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chair 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 Chair 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 at 449 Punt Rd, Richmond, VIC 3121 on Friday, 27 October 2023 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.

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

Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Items 2, 4a and 4b by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox 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. For Against Abstain
	Item 2 Adoption of FY23 Remuneration Report
	Item 3a Re-election of Director - Mr Patrick O’Sullivan
	Item 3b Re-election of Director - Mr. Walter Pisciotta
	Item 3c Re-election of Director - Ms. Susan Massasso
	Item 4a Grant of Rights to the MD and CEO, in respect of the FY23 STI
	Item 4b Grant of Performance Rights to the MD and CEO, in respect of the FY24-26 LTI
	Item 5 Change of Company name

For Against Abstain

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair 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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