CAR GROUP LIMITED — Major Shareholding Notification 2011

May 26, 2011

27-05-11;15:39 $\rightarrow$

Facsimile Transmission

Hyperion Asset Management Limited

To: Company:	Company Announcements Office ASX.	Level 22 307 Queen Street Brisbane Old 4000 GPO Box1205 Brisbane Old 4001 Telephone 07 3020 3737
Fax No:	1300-13 5 63 8	Facsimile 07 3020 3701
From:	I W Harrison	www.hyperionam.com.au clientservices@hyperionam.com.au
Date:	27 May 2011
Subject:	Notice of change of interests of substantial holder
Pages (incl. Cover):

Please find following a Form 604 Notice of change of interests of substantial holder for holdings in Carsales. Com Limited by Hyperion Asset Management Limited.

$9w - b$

Mr I W Harrison Company Secretary

Hyperion Asset Management Limited ABN 80 080 135 897

ry period Asset water general turnities Asian of this communication of this communication or its content legal
The information contained in this transmission is conferent and may contain legally privileged information inte

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

	To Company Name/Scheme Carsales. Com Limited (CRZ)
ACN/ARSN	ACN 074 444 018

1. Details of substantial holder (1)

Name			Hyperion Asset Management Limited (Hyperion)
ACN/ARSN (if applicable)	ACN	080 135 897
There was a change in the interests of the substantial holder on			26/05/2011
The previous notice was given to the company on			14/03/2011
The previous notice was dated			14/03/2011

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Fully Piad	23,704,524	7.29%	26,482,748	11.3%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
Refer Annexure Α

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Refer
Annexure
в

$\overline{7}$

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Hyperion Asset Management Limited	Level 22, 307 Queen St Brisbane Q1d 4000

Signature

print name	I W Harrison	capacity	Company Secretary
sign here	$\frac{d}{d}$ to $\frac{d}{d}$	date	27/05/2011

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write $(8)$ "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

$4/$ 7

Annexure A

From 14/03/2011 through 26/05/2011

From	To	Custodial Entity	Person Whose Relevant Interest Changed	Nature of	Consideration	Number of
Date	Date			Change		Securites
14-Mar-11	26-May-11	AUSCOAL	Auscoal Superannuation Pty Ltd	BUY	1,542,880.86	336,950
14-Mar-11	26-May-11	CBASUPER	CBA Officers Superannuation Fund Pty Ltd	BUY	837,801.01	179,302
14-Mar-11	26-May-11	COALMINING	Coal Mining (Long Service Leave) Funding Corporation	BUY	55,778.91	11,960
14-Mar-11	26-May-11	COINVEST	CoINVEST Limited	BUY	110,358.31	23,689
14-Mar-11	26-May-11	ESISUPER	Electricity Supply Industry Superannuation (QLD) Limited	BUY	1,801,401.82	353,682
14-Mar-11	26-May-11	FAWKNHAML200	Fawkner Crematorium & Memorial Park	BUY	8,954.49	1,920
14-Mar-11	26-May-11	HEALTHSUPER	Health Super Pty Ltd	BUY	2,022,785.97	433,952
14-Mar-11	26-May-11	HEALTHSUPER	Health Super Pty Ltd	SELL	-3,750,720.06	$-750,000$
14-Mar-11	26-May-11	HIPHAMLAE	Hyperion Flagship Investments Limited	SELL	-123,032.97	-23,838
14-Mar-11	26-May-11	HYPGROWTH	Hyperion Australian Growth Companies Fund	BUY	868,467.26	177,051
14-Mar-11	26-May-11	HYPSICAV	Hyperion Global SICAV - Australian Growth Companies	BUY	270,174.90	52,000
14-Mar-11	26-May-11	HYPSMALLGROWT н	Hyperion Small Growth Companies Fund	BUY	444,444.39	94,612
14-Mar-11	26-May-11	HYPSMALLGROWT н	Hyperion Small Growth Companies Fund	SELL	$-151,294.21$	$-29,400$
14-Mar-11	26-May-11	ICWA	Insurance Commission Western Australia	BUY	275,675.29	59,500
14-Mar-11	26-May-11	INGOPTIMIX	Optimix Wholesale Australian Share Trust	BUY	2,440,251.88	523,512
14-Mar-11	26-May-11	KARUHAMLAE	KARU Pty Ltd ATF Murdoch Family Trust No 1	BUY	14,891.66	3,200
14-Mar-11	26-May-11	LOCALSUPER	Local Super Pty Ltd	BUY	99,944.96	21,430
14-Mar-11	26-May-11	MARITIMESUPER	Maritime Super Pty Ltd	BUY	511,249.23	109,529
14-Mar-11	26-May-11	MEATINDUSTRY	Meat Industry Employees' Superannuation Fund Pty Ltd	BUY	145,287.83	31,261
14-Mar-11	26-May-11	MILITARYSUPER	Military Superannuation	BUY	435,056.38	93,274
14-Mar-11	26-May-11	MURDSIHAML	Murdoch Investments Pty Ltd ATF The Scope Investment Trust	BUY	2,605.65	560
14-Mar-11	26-May-11	TOWERAM	Tower New Zealand	BUY	29.137.15	6,290
14-Mar-11	26-May-11	UNITEDSUPER	United Super Pty Ltd	BUY	5,026,533.00	1,000,000
14-Mar-11	26-May-11	VISIONTRUST	Vision Australia Foundation ATO Vision Australia Trust	BUY	18,295.40	3,906
14-Mar-11	26-May-11	IMA IAS	Individually Managed Accounts IAS	BUY	117 552.39	25,097
14-Mar-11	26-May-11	WILS IMA	Individually Managed Accounts Wilson	BUY	98,292.11	20,985
14-Mar-11	26-May-11	HYPERION_IMA	Hyperion Ast Mgt - Aust Clients	BUY	82,813.09	16,300
14-Mar-11	26-May-11	HYPERION IMA	Hyperion Ast Mgt - Aust Clients	SELL	$-6,174.75$	$-1,500$
14-Mar-11	26-May-11	HYPERION_IMA_JP	Hyperion Ast Mgt - Japan Clients	BUY	14,781.21	3,000

Signed by:

$9$ to $10 - 10$

This is Annexure "A" of 1 page as mentioned in form 604 Notice of change of interests of substantial holder

Capacity:

Company Secretary 27-May-11

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HYPERICON

Relevant Interest Holder of	Registered Holder of Security	Person entitled to be Registered as Holder	Nature of Relevant Interest	Class and Number of Securities	Votes Personal
Hyperion	Auscoal Superannuation Pty Ltd	JP Morgan Chase Nominees Pry Ltd < Auscoal Superannuation Pty Ltd A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and for the dispoal of securities	2684418 Ordinary Fully Paid	2,684,418
Hyperion	CBA Officers Superannuation Fund Pty Ltd	Pty Ltd 500 Officers Superannuation Fund Citicorp Nominees Pty Limited دن پر	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	1939539 Ordinary Fully Paid	1,939,539
Hyperion	Coal Mining (Long Service Leave) Funding Corporation	JP Morgan Chase Nominees Pty Ltd < Coal Mining (Long Service Leave) Funding Corporation A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	431430 Ordinary Fully Paid	431,430
Hyperion	CoINVEST Limited	JP Morgan Chase Nominees Pty Ltd < CoINVEST Limited A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	317108 Ordinary Fully Paid	317,108
Hyperion	Superannuation (QLD) Limited Electricity Supply Industry	National Nominees Ltd < Electricity Supply Industry Super A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	1084696 Ordinary Fully Paid	1,084,696
Hyperion	Fawkner Crematorium & Memorial Park	٧ Citicorp Nominees Pty Limited FAWKNER A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	75856 Ordinary Fully Paid	75,856
Hyperion	Health Super Pty Ltd	JP Morgan Chase Nominees Pty Ltd < Health Super Pty Ltd A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and for the dispoal of securities	2844611 Ordinary Fully Paid	2,844,611
Hyperion	Hyperion Flagship Investments Limited	Limited ٧ Citicorp Nominees Ply Limited Hyperion Flagship Investments AC >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and for the dispoal of securities	280000 Ordinary Fully Paid	280,000
Hyperion	Hyperion Australian Growth Companies Fund	Hyperion Australian Growth Companies ٧ Citicorp Nominees Pty Limited Fund A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	1153508 Ordinary Fully Paid	1,153,508

$27-05-11; 15:39$ ;

;617 3020 3701

$#$ $5/$ $\overline{z}$

Hyperion	Hyperion Global SICAV - Australian Growth Companies	Hyperion Global SICAV - Australian v Citicorp Nominees Pty Limited Growth Companies A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	52000 Ordinary Fully Paid	52,000
Hyperion	Hyperion Small Growth Companies Fund	Hyperion Small Growth Companies Fund A/C > ٧ Citicorp Nominees Pty Limited	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	307300 Ordinary Fully Paid	307,300
Hyperion	Insurance Commission Western Australia	Commission of Western Australia A/C > BNP Paribas Australia Ltd < Insurance	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	1162085 Ordinary Fully Paid	1,162,085
Hyperion	Optimix Wholesale Australian Share Trust	Wholesale Australian Share Trust A/C > BNP Paribas Australia Ltd < Optimix	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	3572499 Ordinary Fully Paid	3,572,499
Hyperion	KARU Pty Ltd ATF Murdoch Family Trust No 1	<karu Citicorp Nominees Pty Limited A/C ></karu	investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	40761 Ordinary Fully Paid	40,761
Hyperion	Local Super Pty Ltd	JP Morgan Chase Nominees Pty Ltd < Local Super SA-NT A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and for the dispoal of securities	820844 Ordinary Fully Paid	820,844
Hyperion	Maritime Super Pty Ltd	National Nominees Ltd < Maritime Super Pty Ltd A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	972852 Ordinary Fully Paid	972,852
Hyperion	Superannuation Fund Pty Ltd Meat Industry Employees	JP Morgan Chase Nominees Pty Ltd < Superannuation Fund Pty Ltd A/C > Meat Industry Employees'	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and for the dispoal of securities	447804 Ordinary Fully Paid	447,804
Hyperion	Military Superannuation	National Nominees Ltd < Military Superannuation A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	1436224 Ordinary Fully Paid	1,436,224
Hyperion	Murdoch Investments Pty Ltd ATF The Scope Investment Trust	< Scope Citicorp Nominees Pty Limited Investment Trust A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	6659 Ordinary Fully Paid	6,659

. . . . . . . . . . . .

Hyperion	Tower New Zealand	Tower State Street Australia Pty Ltd < Australia A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	241145 Ordinary Fully Paid	241,145
Hyperion	United Super Pty Ltd	National Nominees Ltd < United Super Pty Ltd A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	5216624 Ordinary Fully Paid	5,216,624
Hyperion	The University of Queensland	v University of Queensland A/C > Citicorp Nominees Pty Limited	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	255935 Ordinary Fully Paid	255,935
Hyperion	Vision Australia Foundation ATO Vision Australia Trust	Sandhurst Trustees Ltd < VISION SUPER A/C >	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	201396 Ordinary Fully Paid	201,396
Hyperion	Individually Managed Accounts	HSBC Nominiees <investment< b=""> Administration Services A/C></investment<>	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and for the dispoal of securities	572193 Ordinary Fully Paid	572,193
Hyperion	Individually Managed Accounts Wilson		Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	34461 Ordinary Fully Paid	344,461
Hyperion	HYPERION IMA	Hyperion Ast Mgt - Aust Clients	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	17800 Ordinary Fully Paid	17,800
Hyperion	HYPERION IMA JP	Hyperion Ast Mgt - Japan Clients	Investment Manager or in its own holdings for the persons or trusts listed beside its name, has the power to control voting Hyperion Asset Management Limited, in its capacity as and /or the dispoal of securities	3000 Ordinary Fully Paid	3,000
Signed by:	of nor /o				26,482,748
			This is Annexure "B" of 3 pages as mentioned in form 604 Notice of change

Capacity:

Company Secretary
27-May-11

of interests of substantial holder

$27 - 05 - 11$ ; 15:39 ;

;617 3020 3701

$#$ $7$ / $7$