CAR GROUP LIMITED — Capital/Financing Update 2013

Aug 25, 2013

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

|Carsales.com Ltd

ABN

91 074 444 018

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf 1$ ⁺Class of ⁺securities issued or to | be issued

Ordinary Shares

• Number of *securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the 'securities 3 (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

543,118 ordinary shares

Fully paid Ordinary Shares

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do $\bullet$ not rank equally, other than in relation to the next dividend, distribution interest Or payment	Yes
5	Issue price or consideration		67,819 options at \$0.00 (Performance rights).
		7,500 options at \$3.89. 311,410 options at \$4.90
		156,389 options at \$4.69.
		Total consideration - \$2,288,548.41
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Exercise of options Company's option plan	Conversion of Performance Rights and the issued under the
7	Dates of entering 'securities into uncertificated holdings O I despatch of certificates	August 2013 7,500 options at \$3.89 at 21 st August 2013 Number	67,819 performance rights at \$0.00 at $14^{\text{th}}$ 11,410 options at \$4.90 at 16 th August 2013 14,664 options at \$4.69 at 16 th August 2013 175,000 options at \$4.90 at 20 th August 2013 106,582 options at \$4.69 at 20 th August 2013 50,000 options at \$4.90 at 21 st August 2013 14,947 options at \$4.69 at $21st$ August 2013 75,000 options at \$4.90 at 22 nd August 2013 20,196 options at \$4.69 at 22 nd August 2013 - Class

$\ddot{\phantom{a}}$

⁺ See chapter 19 for defined terms.

8	Number and $\frac{1}{2}$ class of all $\frac{1}{2}$ 236,745,082 *securities quoted on ASX (including the securities in clause 2 if applicable)	Ordinary

Number and ⁺class of all 9 *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
3,414,147	Options and performance rights adjusted in respect of 475,299 options and 67,819 performance rights converted to ordinary shares, under the carsales.com – Ltd Option plan.

Dividend policy (in the case of a $\lceil$ $10\,$ trust, distribution policy) on the increased capital (interests)

The shares will rank equally with current shares on issue

Part 2 - Bonus issue or pro rata issue

$\mathbf{11}$	security holder approval Is. required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the 'securities will be offered	N/A
14	+ Class of + securities to which the $\mid N/A$ offer relates
15	to determine *Record date entitlements	N/A
16	holdings on different Will registers (or subregisters) be aggregated for calculating entitlements?	$\mid N/A$

⁺ See chapter 19 for defined terms.

Appendix 3B
New issue announcement

17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
19	Closing date for receipt acceptances or renunciations	of $\mid N/A$
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders	N/A
25	If the issue is contingent on *security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A

⁺ See chapter 19 for defined terms.

• Date rights trading will end (if $\sqrt{\text{NA}}$ $2Q$ applicable)
• How do ⁺security holders sell $30$ their entitlements in full through a broker?
• $31$ part of their entitlements through a broker and accept for the balance?

N/A

• How do *security holders sell $N/A$
• How do 'security holders dispose $32$ of their entitlements (except by sale through a broker)?

*Despatch date $33$

N/A

$N/A$

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• Type of securities 34 (tick one)
• Securities described in Part 1 $(a)$
• All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

$(b)$

If the 'securities are 'equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

⁺ See chapter 19 for defined terms.

-36	If the 'securities are 'equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories
	$1 - 1,000$
	$1,001 - 5,000$
	5,001 - 10,000
	10,001 - 100,000
	100,001 and over
-37	A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

38	Number of securities for which + quotation is sought	N/A
39	Class of + securities for which quotation is sought	N/A
40	Do the 'securities rank equally in all respects from the date of allotment with an existing + class of quoted *securities? If the additional securities do not	N/A
	rank equally, please state: the date from which they do the extent to which they for participate the next dividend, (in the case of a trust, distribution) or interest payment
	the extent to which they do not rank equally, other than in relation to the next dividend, distribution interest or payment
41	Reason for request for quotation now	N/A
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another security, clearly identify that other security)

⁺ See chapter 19 for defined terms.

$\frac{1}{26/08/3}$ Company Secretary

Sign here:

CAMERON McINTYRE Print name:

$== == == == ==$

⁺ See chapter 19 for defined terms.