CAR GROUP LIMITED — Governance Information 2009

Sep 9, 2009

2.1.9 - STATEMENT SETTING OUT THE NUMBER OF SECURITIES SUBJECT TO VOLUNTARY ESCROW

There are no securities in carsales that are subject to voluntary escrow. That is, there are no voluntary escrow deeds in respect of carsales securities granted by existing shareholders in favour of either carsales or Macquarie Capital Advisers Limited (or any other person, to the knowledge of carsales).

In section 2.5 of the Prospectus, Walter Pisciotta, Greg Roebuck, Steven Kloss and Richard Collins confirmed that they and their respective associated entities agree not to dispose or otherwise deal with the carsales shares held by them immediately post the Offer (as defined in the Prospectus) until carsales has released its financial results for the year ending 30 June 2010, except in order to accept a takeover bid or to participate in a scheme of arrangement proposed in accordance with the Corporations Act. This agreement not to dispose of shares is codified only in a representation contained in the Prospectus, not in any other document, and does not represent a formal voluntary escrow. The agreement does not constitute an explicit undertaking in favour of any person, including carsales, rather it is a representation to investors at large.

The number of carsales shares to which this agreement not to dispose applies is as follows:

Walter Pisciotta and associated entities	18,691,068
Greg Roebuck and associated entities	7,274,055
Steven Kloss and associated entities	2,600,000
Richard Collins and associated entities	1,930,750

2.1.10 - STATEMENT REGARDING COMPLIANCE WITH ASX CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS (“RECOMMENDATIONS”).

carsales corporate governance framework is consistent with the Recommendations, as described below and subject to the exceptions set out below.

Consistent:

• Recommendation 1.1 - The Board has adopted a Board Charter, which is accessible at shareholders.carsales.com.au. The Board Charter establishes the functions reserved to the Board and those delegated to senior executives.

• Recommendation 1.2 - The Company has disclosed in its Annual Report the process for evaluating the performance of senior executives.

• Recommendation 1.3 - The Company discloses in its Annual Report the information in the Guide to reporting on Principle 1.

• Recommendation 2.3 - The roles of chair and chief executive officer are not exercised by the same individual.

• Recommendation 2.5 - The Company has disclosed in its Annual Report the process for evaluating the performance of the board, its committees and individual directors.

• Recommendation 2.6 - The Company discloses in its Annual Report the information in the Guide to reporting on Principle 2.

• Recommendation 3.1 - The Company has established a code of conduct in an employee handbook. In summary, the code requires that at all times all company personnel act with

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the utmost integrity, objectivity and in compliance with the letter and the spirit of the law and company policies.

• Recommendation 3.2 - The Company has established a policy concerning trading in company securities. This policy is described in the Board Charter.

• Recommendation 3.3 - The Company discloses in its Annual Report the information in the Guide to reporting on Principle 3.

• Recommendation 4.1 - The Board has established an Audit Committee.

• Recommendation 4.3 - The Audit Committee has a formal charter, which is accessible at shareholders.carsales.com.au.

• Recommendation 4.4 - The Company discloses in its Annual Report the information in the Guide to reporting on Principle 4.

• Recommendation 5.1 - The Company has established a written policy designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. This policy is described in the Board Charter.

• Recommendation 5.2 - The Company discloses in its Annual Report the information in the Guide to reporting on Principle 5.

• Recommendation 6.1 - The Company has designed a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings. That policy is disclosed in the Board Charter.

• Recommendation 6.2 - The Company discloses in its Annual Report the information in the Guide to reporting on Principle 6.

• Recommendation 7.1 - The Company has established policies for the oversight and management of material business risks. These policies are disclosed in the Board Charter. The Company is considering establishing a separate and more detailed Risk Management Policy.

• Recommendation 7.2 - The Board requires management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively.

• Recommendation 7.3 - The Board will disclose, once listed, whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

• Recommendation 7.4 - The Company will disclose in its Annual Report the information in the Guide to reporting on Principle 7.

• Recommendation 8.1 - The Board has established a Remuneration Committee.

• • Recommendation 8.2 - The Company has clearly distinguished the structure of nonexecutive directors’ remuneration from that of executive directors and senior executives.

• • Recommendation 8.3 - The Company will disclose in its Annual Report the information in the Guide to reporting on Principle 8. The Charter of the Remuneration Committee is accessible at shareholders.carsales.com.au.

Exceptions:

• Recommendation 2.1 - The majority of the Board is not comprised of independent directors. The Board Charter states that the Board should at all times comprise a minimum of 1 of independent Director. That independent director is Richard Collins. The

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Board has carefully considered the appropriate size of the Board for carsales and believes that, for a company of the size and nature of carsales, it should be small enough to be coherent but large enough to bring a depth of experience and a diversity of talents. Each of the Directors is a senior and experienced executive with skills and experience necessary for the proper supervision and leadership of carsales. As a team, the Board brings together a broad range of qualifications, in both the international and Australian markets, with considerable experience and expertise. carsales believes that the Board, as currently composed, has the necessary skills and motivation to ensure that carsales continues to perform strongly, notwithstanding that its overall composition does not meet ASX guidelines on independence.

• Recommendation 2.2 - The Chair, Walter Pisciotta, is not an Independent Director for the purposes of ASX's guidelines (given his material shareholding), the Board believes that Walter’s experience and expertise including, in particular, his experience in the automotive industry, ensures that he will be an effective Chairman of carsales.

• Recommendation 2.4 - The Board has not established a Nomination Committee. The Board currently has processes in place which raise the issues that would otherwise be considered by the Nomination Committee. The Company is currently considering establishing a Nomination Committee.

• Recommendation 4.2 - The Audit Committee does not have a majority of independent directors and is not chaired by an independent chair. It does consist only of nonexecutive directors and consists of three members. As stated above, there is one independent director on the Board. That director is also on the Audit Committee, but is not the Chair. Having regard to the particular expertise of the members of the Audit Committee, the Board decided that Patrick O’Sullivan, who is the Chief Financial Officer of PBL Media, would be the most appropriate Chair of the Audit Committee.