CAR GROUP LIMITED — Major Shareholding Notification 2020

Mar 25, 2020

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/ Scheme CARSALES.COM LTD ACN/ ARSN 91 074 444 018 1. Details of substantial holder (1) Name FSS Trustee Corporation (and associates) ACN/ ARSN (if applicable) 11 118 202 672 The holder became a substantial holder on11/03/2020

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

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Class of securities (4) Number of securities Person's votes (5) Voting power (6)
FPO 12,345,215 12,345,215 5.03%
Based on issued capital of 245,268,199 shares
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3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
		12,258,262 Fully Paid Ordinary
FSS Trustee Corporation	Beneficial Owner	shares
StatePlus	Beneficial Owner	86,953 Fully Paid Ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

	Registered Holder of	Person entitled to be
Holder of relevant interest	securities	registered as holder (8)	Class and number of securities
FSS Trustee Corporation	FSS Trustee Corporation	FSS Trustee Corporation	12,258,262 Fully Paid Ordinary
State Super Financial	State Super Financial	State Super Financial	86,953 Fully Paid Ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of Consideration (9) relevant Date of interest acquisition Cash Non-cash Class and number of securities

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FSS Trustee Corporation
(and associates)
11 November 2019 to 11 1,162,926 Fully Paid Ordinary
March 2020 19,522,811.33 Zero Shares
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603 page 2/2 15 July 2001
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6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name andACN/ARSN(ifapplicable)	Nature of association
State Super Financial Services Australia
Ltd (ACN 003 742 756)	Acquisition of StatePlus by FSS Trustee Corporation
FSS Trustee Corporation (ABN 11 118
202 672)	No Change

7. Addresses

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

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Name Address
FSS Trustee Corporation Level 21, 83 Clarence Street, Sydney, 2000
StatePlus Level 9, 83 Clarence Street, Sydney, 2000
Signature
Print name Capacity GE Legal and Co. Sec.
Sign hereIan Pendleton Date / /
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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 7 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.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5)

The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

(a)

any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) 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

(b)

any qualification of the power of a person to exercise control the exercise of or influence the exercise of the voting powers or disposal of the

any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or 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.

• (8)

If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired 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.