CAR GROUP LIMITED — Share Issue/Capital Change 2013

Oct 29, 2013

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 $\mathbf{1}$ be issued

Ordinary Shares

• Number of ⁺securities issued or $\overline{2}$ 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 amount ⁺securities. the outstanding and due dates for if $^+$ convertible payment; securities, the conversion price and dates for conversion)

165,000 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? If the additional securities do not rank equally, please state: the date from which they do the extent to which they for the participate 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 Оľ payment	Yes
5.	Issue price or consideration	165,000 options at \$4.90
		Total consideration - \$798,000
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Exercise of options Company's option plan	issued under the
$\overline{7}$	Dates of entering + securities into		165,000 options at \$4.90 at 28 th October 2013
	uncertificated holdings $O\Gamma$ despatch of certificates
		Number	+ Class

	Number	+ Class
8 Number and $\frac{1}{2}$ -class of all $\frac{1}{2}$ 237,678,965 + securities quoted on ASX (including the securities in clause 2 if applicable)		Ordinary

⁺ See chapter 19 for defined terms.

	Number	- Class
Number and + class of all 9 *securities not quoted on ASX (including the securities in clause 2 if applicable)	2,483,999	Options and performance rights adjusted in respect of 165,000 options converted to ordinary shares, under the carsales.com Ltd Option plan, and a 3,735 adjustment to lapsed options.

Dividend policy (in the case of a 10 trust, distribution policy) on the increased capital (interests)

The shares will rank equally with current shares on issue

Part 2 - Bonus issue or pro rata issue

$\mathbf{u}$	security holder approval $N/A$ Is required?
12	Is the issue renounceable or non- $\mid N/A \rangle$ renounceable?
13	Ratio in which the + securities will be offered	$\vert N/A \vert$
14	+ Class of + securities to which the $\vert$ N/A offer relates
15	to determine + Record date entitlements	N/A
16	holdings different Will on registers (or subregisters) be for calculating aggregated entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A

⁺ See chapter 19 for defined terms.

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 $of \mid$ receipt 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
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A
29	Date rights trading will end (if applicable)	N/A

⁺ See chapter 19 for defined terms.

30	How do + security holders sell $\sqrt{\text{N/A}}$
	their entitlements in full through $\vert$
	a broker?

How do *security holders sel $31$ part of their entitlements through a broker and accept for the balance?

	$\mathsf{I} \mid \mathbf{N}/\mathbf{A}$
۰

How do *security holders dispose $\mid N/A \rangle$ $32$ of their entitlements (except by sale through a broker)?

⁺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)

• Securities described in Part 1 $(a)$
• $(b)$

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

Tick to indicate you are providing the information or documents

• 35
• If the 'securities are 'equity securities, the names of the 20 largest holders of the 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 $1 - 1,000$ $1,001 - 5,000$

⁺ See chapter 19 for defined terms.

5,001 - 10,000 $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

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?	N/A
	If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the 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 or payment
41	Reason for request for quotation now	N/A
	Example: In the 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 $^{+}$ class of all $N/A$
	+ securities quoted on ASX
	(including the securities in clause
38)

Quotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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 *quotation.
• 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.

15 - Date: 30/10/13 Sign here: Company Secretary Print name: PP CAMERON McINTYRE

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⁺ See chapter 19 for defined terms.