CAR GROUP LIMITED — Capital/Financing Update 2021

Jun 6, 2021

ASX & Media Release

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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Monday, 7 June 2021

Completion of Retail Component of Entitlement Offer

carsales.com Ltd (“ carsales ”, ASX: CAR) is pleased to announce the completion of the retail component (“ Retail Entitlement Offer ”) of its underwritten 1 for 6.99 pro-rata accelerated renounceable entitlement offer (with retail entitlements trading) to raise gross proceeds of approximately A$172 million (“ Entitlement Offer ”) that was announced on Wednesday, 12 May 2021.

Completion of the Retail Entitlement Offer represents the second stage of carsales' Entitlement Offer. The institutional component of the Entitlement Offer (including the institutional shortfall bookbuild) closed on Friday, 14 May 2021.

Retail Entitlement Offer

The Retail Entitlement Offer closed at 5.00pm (Melbourne time) on Wednesday, 2 June 2021. The Retail Entitlement Offer was open to approximately 18,500 carsales retail shareholders. Approximately 8,300 eligible retail shareholders elected to partially or fully take up their Retail Entitlements, subscribing for approximately 6.8 million new carsales shares (“ New Shares ”) and raising approximately A$115 million. This represented an aggregate participation rate of approximately 67% by value of applications.

Retail Shortfall Bookbuild

Approximately 3.4 million Retail Entitlements not taken up by eligible retail shareholders and the entitlements of certain ineligible retail shareholders, will be offered for sale for the benefit of those shareholders in a retail shortfall bookbuild (“ Retail Shortfall Bookbuild ”).

Retail Entitlements will be auctioned in the Retail Shortfall Bookbuild, which will be a variable price bookbuild commencing with a floor price of A$17.00 per New Share (“ Offer Price ”). Any proceeds from the sale of Retail Entitlements under the Retail Shortfall Bookbuild in excess of the Offer Price (per underlying share), less any expenses, will be remitted proportionally to those retail shareholders (“ Retail Premium ”). There is no guarantee that there will be any Retail Premium. Any Retail Premium arising from the Retail Shortfall Bookbuild is expected to be paid to those retail shareholders on Thursday, 17 June 2021.

The Retail Shortfall Bookbuild will be conducted after market close today (Monday, 7 June 2021).

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Key Dates

Event	Date
Retail Entitlement Offer Shortfall Bookbuild	Monday, 7 June 2021
Settlement of New Shares issued under the Retail Entitlement Offer	Thursday, 10 June 2021
Allotment of New Shares under the Retail Entitlement Offer	Friday, 11 June 2021
Normal trading of New Shares issued under the Retail Entitlement Offer	Tuesday, 15 June 2021
Holding statements in respect of New Shares issued under the Retail Entitlement Offer and Retail Premium(if any)despatched	Wednesday, 16 June 2021

All dates and times above are indicative only and may be subject to change without notice. carsales reserves the right to amend any or all of these dates and times subject to the Corporations Act 2001 (Cth), the ASX Listing Rules and other applicable laws.

– ENDS –

Release authorised by the carsales.com Ltd Board

For media inquiries, please contact:

For shareholder inquiries please contact:

Cameron McIntyre William Elliott Managing Director and CEO CFO +61 3 9093 8667 +61 3 9093 4672 Cameron.McIntyre@carsales.com.au William.Elliott@carsales.com.au

About carsales.com Ltd

Founded in 1997, carsales.com Ltd (ASX: CAR) operates the largest online automotive, motorcycle and marine classifieds business in Australia and Encar, the leading automotive business in South Korea. carsales wholly owns classifieds businesses in Mexico, Argentina and Chile and is a significant minority shareholder of webmotors in Brazil. carsales is regarded as one of Australia’s original disruptors and has expanded to include a large number of market-leading brands. The carsales network is Australia’s number one online destination for buying and selling cars, motorbikes, trucks, boats, caravans, and machinery equipment. carsales has world-leading technology and advertising solutions that can be leveraged across its businesses around the world.

Find out more at www.carsales.com.au

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IMPORTANCE NOTICE

Forward looking statements

This announcement contains forward looking statements and comments about future events, which reflect carsales’ intent, belief or expectation as at the date of this announcement. Forward looking statements can be identified by forward-looking terminology including, without limitation, “expect”, “anticipate”, “likely”, “intend”, “should”, “could”, “may”, “predict”, “plan”, “propose”, “will”, “believe”, “forecast”, “estimate”, “target”, “due to” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Forward looking statements involve inherent known and unknown risks, uncertainties and contingencies, both general and specific, many of which are beyond carsales’ control, and there is a risk that such predictions, forecasts, projections and other forward looking statements will not be achieved. Actual results may be materially different from those expressed or implied in forward-looking statements and any projections and assumptions upon which these statements are based. Forward looking statements are provided as a general guide only, are based on the information available to carsales as at the date of this announcement and should not be relied on as an indication, representation or guarantee of future performance.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by COVID-19. Subject to any legal obligation to do so, carsales does not undertake to update or review any forward looking statements.

Not for distribution or release in the United States

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. Neither the entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (“ US Securities Act ”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up or exercised by, and the New Shares may not be offered or sold to, directly or indirectly, persons in the United States or acting for the account or benefit of persons in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

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