CAR GROUP LIMITED — Share Issue/Capital Change 2013

Apr 1, 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 *securities. the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)

Fully paid Ordinary Shares

307,500 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?	Yes
	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 Or payment
5.	Issue price or consideration	105,000 options at \$2.00. 190,000 options at \$3.89. 12,500 options at \$4.90 Total consideration - \$1,010,350.00
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Exercise of options issued under the Company's option plan
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	10,000 options at \$2.00 - $18^{th}$ March 2013 15,000 options at \$3.89 – $18^{th}$ March 2013 130,000 options at \$3.89 - 20 th March 2013 80,000 options at \$2.00 - 20 th March 2013 7,500 options at \$3.89 - $22^{nd}$ March 2013 37,500 options at \$3.89 - 25 th March 2013 12,500 options at $$4.90 - 25$ th March 2013 15,000 options at \$2.00 - 25 th March 2013

L.

⁺ See chapter 19 for defined terms.

8 Number and ⁺class of all *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
236,105,995	Ordinary

Number and ⁺class of all 9 *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
3,136,341	Options and performance rights adjusted in respect of 307,500 options converted to ordinary shares, and
	options 45,232 lapsed under the carsales.com Ltd Option plan.

Dividend policy (in the case of a $10_o$ 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

11	security holder approval $N/A$ Is. required?
12 2	Is the issue renounceable or non- $\mid N/A \rangle$ renounceable?
13	Ratio in which the *securities will be offered	N/A
14	+ Class of + securities to which the offer relates	N/A
15	*Record date to determine entitlements	N/A
16	holdings on different Will registers (or subregisters) be aggregated for calculating entitlements?	N/A

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
	Closing date for of
19	receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	$N/\Lambda$
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 $\mid N/A$ applicable)

⁺ See chapter 19 for defined terms.

29	Date rights trading will end (if $ $ applicable)	N/A
30	How do 'security holders sell their entitlements in full through a broker?	$\mid N/A$
31	How do 'security holders sell of their entitlements part through a broker and accept for the balance?	N/A
32	How do + security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	+Despatch date	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)
• $(a)$ Securities described in Part 1
• $(b)$ 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

⁺ See chapter 19 for defined terms.

36	If the 'securities are 'equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories
	$1 - 1,000$
	$1,001 - 5,000$
	$5,001 - 10,000$
	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	$\mid N/A \mid$
40	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	N/A
	rank equally, please state: the date from which they do the extent to which they ۰ participate for the 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 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 and ⁺class of all $42$ $^+$ securities quoted ASX $-$ on (including the securities in clause $28)$

Number	+ Class
N/A ł

Quotation agreement

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

Sign here:		Date:
	Company secretary

Print name:

CAMERON MCINTYRE

es sa salasida

⁺ See chapter 19 for defined terms.