CAR GROUP LIMITED — Capital/Financing Update 2014

Sep 3, 2014

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).

⁺Class of ⁺securities issued or to | Ordinary Shares $\mathbf{I}$ be issued

• Number of ⁺securities issued or $\overline{\mathbf{z}}$ to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities $\overline{\mathbf{3}}$ (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)

546,021 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?	Yes
	If the additional securities do not 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 OF payment
5.	Issue price or consideration	20,625 options at \$3.89 208,299 options at \$4.69 30,000 options at \$4.90 78,484 options at \$5.93 208,613 options at \$0.00 Total consideration - \$1,669,563.68
6	Purpose of the issue (If issued as consideration for the acquisition of clearly assets, identify those assets)	Exercise of options issued under the Company's option plan
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	20,625 options at \$3.89 at 29 th August 2014 208,299 options at \$4.69 at 29 th August 2014 30,000 options at \$4.90 at 29 th August 2014 78,484 options at \$5.93 at 29 th August 2014 208,613 performance rights at \$0.00 at 2 nd September 2014

⁺ See chapter 19 for defined terms.

8 Number and ⁺class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	- Class
238,374,986	Ordinary

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

2,332,315	and Options
	performance rights
	adjusted in respect
	of 337,408 options
	and 208,613
	performance rights
	converted tο
	ordinary shares,
	408,073 options and
	208,383 performance
	rights issued, and
	72,119 lapsed under
	the carsales.com Ltd
	Option plan.

10 trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $\sqrt{\frac{1}{1}}$ The shares will rank equally with current shares on issue

Part 2 - Bonus issue or pro rata issue

11	security holder approval $N/A$ Is. required?
12	Is the issue renounceable or non- $\mid N/A \rangle$ renounceable?
13	Ratio in which the $\pm$ securities $\vert N/A \vert$ will be offered
14	+ Class of + securities to which the $\mid N/A$ offer relates

⁺ See chapter 19 for defined terms.

$\ddot{\phantom{0}}$

15	*Record date determine to entitlements	N/A
16	different Will holdings on registers (or subregisters) be aggregated for calculating entitlements?	N/A
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 of acceptances or renunciations	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

⁺ See chapter 19 for defined terms.

$27 -$	If the entity has issued options, $\vert$
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders

28	Date rights trading will begin (if $\sqrt{\ }$
	applicable)

• Date rights trading will end (if $\vert$ $N/A$ 29 applicable)
• $30_o$ How do ⁺security holders sell their entitlements in full through a broker?
• How do ⁺security holders sell $31$ part of their entitlements through a broker and accept for the balance?
• How do ⁺security holders dispose $32$ of their entitlements (except by sale through a broker)?

N/A

⁺Despatch date $33$

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)

$(b)$

• Securities described in Part 1 $(a)$ $\checkmark$
• 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

N/A

$\overline{\sqrt{A}}$

$N/A$

$N/A$

⁺ See chapter 19 for defined terms.

If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders

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

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

$37$

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 rank equally, please state: the date from which they do the extent to which they $f_{\rm O}$ the participate next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do ٠ not rank equally, other than in relation to the next dividend, distribution interest ΩĽ payment	N/A

Tick to indicate you are providing the information or documents

⁺ See chapter 19 for defined terms.

Reason for request for quotation $N/A$ $4₁$ now $\textbf{Example:}\ \textbf{In}\ \textbf{the}\ \textbf{case}$ 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.

		Number	+ Class
42	Number and $\tau$ -class of all $N/A$ *securities quoted on ASX
	(including the securities in clause 38)

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those 'securities should not be granted rquotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

⁺ See chapter 19 for defined terms.

$3/9/14$ ...........................Date: ... $\ddotsc$ Company Secretary

Sign here:

Print name:

CAMERON McINTYRE

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

⁺ See chapter 19 for defined terms.

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