Carsales com : Retail Entitlement Offer and Retail Offer Booklet

onlyNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ASX ANNOUNCEMENT

1 July 2022

Retail Entitlement Offer - Retail Offer Booklet

usecarsales.com Limited (CAR) advises the retail component of its fully underwritten 1 for 4.16 pro-rata accelerated non-renounceable entitlement offer that was announced to ASX on 27 June 2022 (Retail Entitlement Offer) opens today.

Enclosed is a copy of the Retail Offer Booklet in respect of the Retail Entitlement Offer.

personalFor further information contact: Nicole Birman

Company Secretary

This announcement was authorised to be given to the ASX by the Company Secretary.

Not for distribution or release in the United States

ForThis announcement does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. Neither the entitlements nor the new shares to be issued under the Entitlement Offer have been, or will be, registered under the U.S. Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up or exercised by, and the new shares issued under the Entitlement Offer may not be offered or sold, directly or indirectly, to persons in the United States or to persons acting for the account or benefit of a person in the United States (to the extent such persons are acting for the account or benefit of persons in the United States). In the Retail Entitlement Offer, the entitlements may only be taken up or exercised, and the new shares may only be offered or sold outside the United States, in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act.

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For personal use only

Retail

Entitlement

Offer

carsales.com Limited

ACN 074 444 018

• for 4.16 accelerated non-renounceable entitlement offer of carsales.com Limited (CAR) ordinary shares at an offer price of $17.75 per New Share.

The Retail Entitlement Offer is fully underwritten.

Retail Entitlement Offer closes at 5.00pm (Melbourne time) on Wednesday, 13 July 2022.

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form for you to subscribe for new ordinary shares in CAR. You should read this document carefully in its entirety. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. You should call your professional adviser or the Offer Information Line if you have any queries.

NOT FOR DISTRIBUTION OR RELEASE

IN THE UNITED STATES

Contents

Important Notices onlyLetter from the Chairperson

Summary of Entitlement Offer

Key Dates for Retail Entitlement Offer

1 Summary of Options Available to You

2 How to Apply

use3 ASX Announcements 4 Australian Tax Considerations

5 Important Information

6 Glossary

Corporate Directory personalFor

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• carsales.com Ltd Retail Entitlement Offer

Important Notices

This Information Booklet is dated Friday, 1 July 2022.

Defined terms used in these important notices have the meaning onlygiven in this Information Booklet.

The Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) (as notionally modified by ASIC Corporations (Non-TraditionalRights Issues) Instrument 2016/84) and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 which allows entitlement offers to be offered without a prospectus. As a result, this offer is not being made under a prospectus and does not contain all of the information which would be required to be disclosed in a prospectus. It is important for Eligible Retail Shareholders to read and understand the information on carsales.com Limited ACN 074 444 018 (CAR) and the Retail Entitlement Offer

usemade publicly available, before taking up all or part of their Entitlement, including without limitation, the ASX Announcement, the Investor Presentation and the Institutional Entitlement Offer results, CAR's interim and annual reports and other announcements made

by CAR which are available at www.asx.com.au (including announcements which may be made by CAR after the publication of this Information Booklet).

This information is important and requires your immediate attention.

You should read this Information Booklet carefully in its entirety personalbefore deciding whether to participate in the Retail Entitlement Offer.

It is important for you to read and understand the publicly available information on CAR and the Retail Entitlement Offer prior to deciding whether to accept your Entitlement. By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY®1 (or if you are based in New Zealand and unable to pay using BPAY®, by Electronic Funds Transfer in accordance with the instructions in Section 2.12(b) of this Information Booklet) you acknowledge that y u have read this Information Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer as set out in this Information Booklet.

Future performance and forward-looking statements

This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of CAR and certain plans and objectives of CAR.

Forward-looking statements can generally be identified by the use of forward-looking words such as 'expect', 'anticipate', 'likely', 'intend',

' ropose', 'should', 'could', 'may', 'will', 'predict', 'plan', 'believe', 'forecast', 'estimate', 'target', 'continue', 'objectives', 'outlook', 'guidance', 'project' and other similar expressions.

The forward-looking statements, opinions and estimates contained in this Information Booklet are based on assumptions and contingencies

Forwhich are subject to change without notice, as are any statements about market and industry trends, which are based on interpretations

f current market conditions. They involve known and unknown risks

(including (without limitation) the risks and uncertainties associated with the ongoing impact of COVID-19 , the military conflicts in the Ukraine and its impacts on global fuel prices, and the impact of these events on global supply chains and economic conditions, and risks set out in the 'Key Risks' Section of the Investor Presentation) and uncertainties and other factors, many of which are beyond the control of CAR and its officers, employees, agents and associates, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Any forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Readers are cautioned not to place undue reliance on forward-looking statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements. Investors should consider the forward-looking statements contained in this Information Booklet in light of those disclosures.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the ongoing impact of COVID-19, as well as the military conflict in the Ukraine and its impact on global fuel prices, and the impact of these events on global supply chains and economic conditions.

CAR disclaims any responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise. CAR disclaims any responsibility to update or revise any forward-looking statement to reflect any change in CAR's financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by Australian law (including the Listing Rules).

Past performance

Investors should note that past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) future CAR performance including future share price performance.

Jurisdictions

This Information Booklet is intended for use only in connection with the Retail Entitlement Offer to Eligible Retail Shareholders with a registered address in Australia or New Zealand. This Information Booklet does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

In particular, this Information Booklet does not constitute an offer to Ineligible Retail Shareholders.

1. Registered to BPAY Pty Ltd ABN 69 079 137 518.

carsales.com Ltd

Retail Entitlement Offer

3

Important Notices continued

Not for release or distribution in the United States of America

This Information Booklet and any accompanying ASX Announcements onlyor the Entitlement and Acceptance Form do not constitute an offer

to sell, or a solicitation of an offer to buy, any securities in the United States. Neither this Information Booklet (or any part of it), the Entitlement and Acceptance Form nor any accompanying ASX

A nouncements, may be distributed or released in the United States or to any person acting for the account or benefit of any person in the U ited States. The entitlements to purchase new ordinary shares in CAR (New Shares) pursuant to the offer described in this Information B oklet (Entitlements) and the New Shares have not been, and will n t be, registered under the US Securities Act of 1933, as amended (US Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Entitlements may

usenot be taken up or exercised by, and the New Shares may not be offered or sold, directly or indirectly to, persons in the United States or to persons acting for the account or benefit of a person in the United States (to the extent such persons are acting for the account or benefit of persons in the United States). In the Retail Entitlement Offer, the Entitlements may only be taken up or exercised, and the New Shares may only be offered or sold outside the United States, in 'offshore transactions' (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act.

Risks

personalAn investment in New Shares is subject to investment and other known nd unknown risks, uncertainties and assumptions, many of which are beyond the control of CAR and its board, including the risks described

in the 'Key Risks' Section of the Investor Presentation, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by any forward-looking statements in this Information Booklet. Neither CAR, its officers, employees, agents, associates and advisers, n r any other person, warrants or guarantees the future performance

f the New Shares, any return or any particular rate of return, the performance of CAR, the repayment of capital from CAR or any particular taxation treatment. In considering an investment in the New Shares, investors should have regard to (among other things) the risks and disclaimers outlined in this Information Booklet.

Refer to the 'Key Risks' Section of the Investor Presentation included in Section 3 of this Information Booklet for a summary of certain

g neral and CAR specific risk factors that may affect CAR. For

Not investment advice

Investors must note that the information provided in this Information Booklet and the accompanying Entitlement and Acceptance Form does not constitute financial product advice. All information has been prepared without taking into account your individual investment objectives, financial circumstances or particular needs. The information contained in this Information Booklet and the accompanying Entitlement and Acceptance Form should not be considered as comprehensive or to comprise all the information which a prospective investor may require in order to determine whether or not to subscribe for New Shares. If you have any questions, please consult your professional adviser before deciding whether or not to invest.

Taxation

There will be a tax implication associated with participating in the Retail Entitlement Offer and receiving New Shares or additional New Shares. Section 4 provides for a general guide to the Australian income tax, goods and services tax and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice. CAR recommends that you consult your professional tax adviser in connection with the Retail Entitlement Offer.

References to 'you', 'your Entitlement' and 'your Retail Entitlement Offer'

In this Information Booklet, references to 'you' are references

to Eligible Retail Shareholders and references to 'your Entitlement' or 'your Retail Entitlement Offer' (or 'your Entitlement and Acceptance Form') are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Retail Shareholders, unless the context provides otherwise.

Times and dates

Times and dates in this Information Booklet are indicative only and subject to change. All times and dates refer to Melbourne, Australia time. Refer to the 'Key Dates' Section of this Information Booklet for more details.

Currency

Unless otherwise stated, all dollar values in this Information Booklet are in Australian dollars (A$).

• carsales.com Ltd Retail Entitlement Offer