Carsales com : Investor Presentation – Acquisition and Entitlement Offer

51% Acquisition of

Trader Interactive and

Equity Raising

27 June 2022

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

1

Disclaimer

This disclaimer applies to this Presentation and the information contained in it.

This presentation ("Presentation") is dated 27 June 2022 and has been prepared by, and is the sole responsibility of, carsales.com Limited ACN 074 444 018 ("carsales") (ASX: CAR). This Presentation has been prepared in connection with carsales' proposed pro-rata accelerated non-renounceable entitlement offer ("Entitlement Offer") to fund its acquisition of the remaining 51% interest in Trader Interactive LLC ("Trader Interactive") ("Acquisition").

The consummation of the Acquisition, or any transaction, will be also subject to various risks and contingencies. There can be no assurance that the Acquisition, or any transaction, will be consummated.

The Entitlement Offer comprises:

• an offer of new fully paid ordinary shares in carsales ("New Shares") to eligible institutional shareholders ("Institutional Entitlement Offer") with an associated bookbuild offer ("Institutional Bookbuild"); and
• an offer of New Shares to eligible retail shareholders ("Retail Entitlement Offer"),

in accordance with section 708AA of the Corporations Act 2001 (Cth) ("Corporations Act") as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73.

Summary information only: This Presentation is of a general background nature and does not purport to be complete and is to be read in conjunction with the most recent financial report and other periodic and continuous disclosure announcements lodged by carsales with the Australian Securities Exchange ("ASX"). This Presentation does not purport to contain all the information which a prospective investor may require in evaluating a possible investment in carsales, or that would be required in a prospectus, product disclosure statement or other disclosure document prepared in accordance with the requirements of the Corporations Act (and will not be lodged with the Australian Securities and Investments Commission ("ASIC")). Information in this Presentation is current as at the date of this Presentation (being, 27 June 2022 unless otherwise indicated) and remains subject to change without notice. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed upon, the quality, fairness, accuracy, completeness or correctness of the information or opinions contained in this Presentation or as to the reasonableness of any assumptions contained herein or in any other information made available (whether in writing or orally) to the recipient and carsales and its affiliates, directors, officers, advisors, employees, representatives and advisors, expressly disclaim any and all liability based, in whole or in part, on such information, errors therein or omissions therefrom.

Not financial product advice: This Presentation is not investment or financial product advice or any recommendation (nor tax, accounting or legal advice) and is not intended to be used as the basis for making an investment decision. In providing this document, carsales has not considered the objectives, financial position or needs of any particular recipient. Each recipient should consult with its professional advisers, conduct its own investigation and perform its own analysis in order to satisfy themselves of the accuracy and completeness of the information, statements and opinions contained in this document. This Presentation includes unaudited financial information. An investment in securities is subject to known and unknown risks, some of which are beyond the control of carsales and its directors, including, possible loss of income and principal invested. carsales does not guarantee any particular rate of return or the performance of carsales, nor does it guarantee any particular tax treatment. Prospective investors should have regard to the 'Key Risks' set out in Appendix B of this Presentation when making their investment decision. carsales is not licenced to provide financial product advice in respect of New Shares. Cooling off rights do not apply to the acquisition of New Shares.

Not a prospectus or an offer of securities: This Presentation is for informational purposes only and is not a prospectus or disclosure document or product disclosure statement under Australian law (or under the law of any other jurisdiction in which an offer of New Shares may be received) and will not be lodged with ASIC. This Presentation is not an invitation nor an offer of New Shares for subscription, purchase or sale in any jurisdiction and does not and will not form any part of any contract for the acquisition of New Shares. The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. Please refer to Appendix C of this Presentation ("International Offer Restrictions") for more information. By accepting this Presentation, you represent and warrant that you are entitled to receive such a presentation in accordance with such restrictions and agree to be bound by the limitations contain therein. The retail offer booklet for the Retail Entitlement Offer ("Retail Offer Booklet") will be made available following its lodgement with ASX. Eligible retail shareholders who wish to acquire the shares the subject of the Retail Entitlement Offer should consider the Retail Offer Booklet in deciding whether to apply for New Shares under the Retail Entitlement Offer. Anyone who wishes to apply for New Shares under the Retail Entitlement Offer will need to apply in accordance with the instructions contained in the Retail Offer Booklet their personalised entitlement and acceptance form.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

2

Disclaimer

This disclaimer applies to this Presentation and the information contained in it.
Forward looking statements: This Presentation contains forward looking statements and comments about future events, which reflect carsales' intent, belief or expectation as at the date of
this Presentation. Such forward looking statements may include forecast financial and operating information about carsales and Trader Interactive, their projects and strategies and statements
about the industries, locations in which they operate as well as statements about carsales and Trader Interactive following completion of the Acquisition. Forward looking statements can be
identified by forward-looking terminology including, without limitation, "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast",
"estimate", "target", "due to" and other similar expressions within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance or outlook on, future earnings or
financial position or performance are also forward-looking statements. Forward looking statements involve inherent known and unknown risks, uncertainties and contingencies, both general
and specific, many of which are beyond carsales' control, and there is a risk that such predictions, forecasts, projections and other forward-looking statements will not be achieved. Actual
results may be materially different from those expressed or implied in forward-looking statements and any projections and assumptions upon which these statements are based. Forward
looking statements are provided as a general guide only, are based on the information available to carsales as at the date of this Presentation and should not be relied on as an indication,
representation or guarantee of future performance.
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 Ukraine and its impact on global fuel prices, and the impact of these
events on global supply chains and economic conditions. To the maximum extent permitted by law, carsales, the Underwriters (as defined below) and each of their respective affiliates and
related bodies corporate, and each of their respective directors, officers, partners, employees and agents ("Extended Parties") disclaim 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. To the maximum extent permitted by law, each of carsales and the Underwriters
(as defined below) and their respective Extended Parties disclaim any responsibility to update or revise any forward-looking statement to reflect any change in carsales' 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.
Past performance: Past performance (including past performance of carsales' share price and of Trader Interactive) is given for illustrative purposes only and should not be relied upon as (and
is not) an indication or guarantee of carsales' or Trader Interactive's future performance or condition. Certain historical information in this Presentation is, or is based upon, information
contained in previous announcements made by carsales to the market, which are available at www.asx.com.au. carsales prepares its financial statements in accordance with Australian
Accounting Standards, which conform to International Financial Reporting Standards ("IFRS") and Trader Interactive financials were prepared in accordance with US GAAP principles. As at the
date of this presentation quantified differences between US GAAP and IFRS is not material.
Non-IFRS/non-GAAPmeasures: Investors should be aware that throughout this Presentation, carsales has included certain financial information that are "non-GAAP financial measures" within
the meaning of Regulation G of the US Securities Exchange Act of 1934, as amended, and "non-IFRS financial information" under ASIC Regulatory Guide 230 (Disclosing non-IFRS financial
information). This presentation includes certain non-IFRS measures including "Adjusted", "pro forma" and "look-through". carsales believes that these non-IFRS/non-GAAP financial and
operating measures provide useful information to recipients for measuring the underlying operating performance of carsales' business. Non-IFRS/non-GAAP measures have not been subject to
audit. The disclosure of such non-IFRS/non-GAAP financial measures in the manner included in the Presentation may not be permissible in a registration statement under the US Securities Act.
These non-IFRS /non-GAAP financial measures do not have a standardised meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures presented by other
entities and should not be construed as an alternative to other financial measures determined in accordance with IFRS. Although carsales believes that these non-IFRS /non-GAAP financial
measures provide useful information to users in measuring the financial position of its business, investors are cautioned not to place undue reliance on any non-IFRS /non-GAAP financial
measures included in this Presentation.
Pro forma financial information: This Presentation also includes pro forma and forecast financial information in relation to Trader Interactive following the Acquisition and the Entitlement
Offer. The pro forma financial information has been prepared on the basis set out on slides 32-33 of the presentation filed with ASX today and includes certain pro forma adjustments as
described therein. The forecast financial information has been prepared on the basis set out on slide 8 (4Q FY22 Annualized) and slide 35 for carsales FY22 estimate. Pro forma adjustment
refers to hypothetical amounts adjusted to present financials on a consistent basis for a period and normalisation adjustment refers to non-operating,non-recurring items and new ventures
non-cash items. The pro forma financial and other information relating to the impact of the acquisition of Trader Interactive and Entitlement Offer has been prepared by carsales in reliance on
information that was provided to carsales by Trader Interactive in connection with the Acquisition. The pro forma financial information has been subject to review in accordance with the
Australian Accounting Standards. The pro forma and forecast financial information included in this Presentation is for illustrative purposes only and is not represented as being indicative of
carsales views on, nor anyone else's, future financial position and/or performance or any scale benefits, synergies or opportunities that may be realised as a result of the acquisition. In
addition, the pro forma financial information in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and
Exchange Commission.	3
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Disclaimer

This disclaimer applies to this Presentation and the information contained in it.
Information relating to Trader Interactive: Information relating to Trader Interactive, including certain financial information, has been extracted from its audited financial statements for the
year ended December 31, 2021, which were prepared in accordance with US GAAP principles, which may differ from the IFRS and carsales' accounting policies. As at the date of this
Presentation quantified differences between US GAAP and IFRS are not considered material. Certain information in this Presentation has been sourced from Trader Interactive or its
representatives or associates. While steps have been taken to confirm that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, completeness,
reliability or adequacy. carsales undertook a due diligence process as part of the Acquisition, which relied in part on the review of financial, technical, operational and other information
provided by Trader Interactive. Despite making reasonable efforts, carsales has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it. If
any such information provided to, and relied upon by, carsales in its due diligence and in its preparation of this Presentation proves to be incorrect, incomplete or misleading, there is a risk that
the actual financial position and performance of Trader Interactive (and the financial position of carsales following the Acquisition) may be materially different to the expectations reflected in
this Presentation. Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the Acquisition have
been identified or managed appropriately. Therefore, there is a risk that issues may arise which also have a material impact on carsales (for example, carsales may later discover liabilities or
defects which were not identified through due diligence or for which there is no contractual protection for carsales). This could also affect the operations, financial performance and/or financial
position of carsales.
Timelines: Investors should be aware that throughout this Presentation, carsales has presented certain financial information on different time frames including Financial Year ("FY"), Calendar
year ("CY") and "Q4 FY22 annualised". Financial Year (FY) refers to period of twelve months ending 30 June and Calendar Year (CY) refers to period of twelve months ending 31 December. "Q4
FY22 annualised" refers to an annualised forecast prepared using the unaudited results for the period 1 April 2022 - 30 June 2022 multiplied by 4. carsales believes that "Q4 FY22 annualised"
financial measures for Trader Interactive provides useful information to recipients for measuring the current operating performance due to timing of price increases and seasonality, however
such measures involve inherent known and unknown risks, uncertainties and contingencies, both general and specific, many of which are beyond carsales' control. "Q4 FY22 annualised"
measure has been provided as a general guide only, are based on the information available to carsales as at the date of this Presentation and should not be relied on as an indication,
representation or guarantee of future performance. Investors should also refer to the "Forward looking statements" disclaimer set out above.
Disclaimer: Except as required by law, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness, reliability or correctness of the information,
opinions and conclusions, or as to the reasonableness of any assumption contained in this Presentation. None of carsales' advisers, the Underwriters (as defined below) or their respective
affiliates, related bodies corporate, directors, employees, officers, partners, employees and agents (Beneficiaries) has authorised, permitted or caused the issue or lodgement, submission,
dispatch or provision of this Presentation and there is no statement in this Presentation which is based on any statement made by any of them. By receiving this Presentation and to the extent
permitted by law, you release carsales and the Beneficiaries from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage
arising by negligence) arising as a result of the reliance by you or any other person on anything contained in or omitted from this Presentation. To the maximum extent permitted by law,
carsales and the Beneficiaries exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of your
participation in or failure to participate in the Entitlement Offer and the information in the Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or
otherwise.
Underwriting arrangements: To the maximum extent permitted by law, Morgan Stanley Australia Securities Limited (ABN 55 078 652 276), UBS Securities Australia Ltd (ABN 62 008 586 481)
and Goldman Sachs Australia Pty Ltd (ABN 21 006 797 897) who are acting as joint lead managers, bookrunners and underwriters to the Entitlement Offer ("Underwriters") and their Advisers
(together, the "Underwriter Group") do not accept any fiduciary obligations to or relationship with you, any investor or potential investor in connection with the Entitlement Offer or otherwise.
The Underwriter Group has not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, and except for
references to their name, no Underwriter Group member makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any
statement by any of them. The Underwriter Group make no recommendations as to whether you or your related parties should participate in the Entitlement Offer nor do they make any
representations or warranties to you concerning the Entitlement Offer. You undertake that you will not seek to sue or hold any member of the Underwriter Group liable in any respect in
connection with this presentation or the Entitlement Offer (to the maximum extent permitted by law).
You acknowledge and agree that determination of eligibility of investors for the purposes of the Entitlement Offer is determined by reference to a number of matters, including legal and
regulatory requirements, logistical and registry constraints and the discretion of carsales and the Underwriters. To the maximum extent permitted by law, carsales and the Underwriter Group
disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion. carsales reserves the right to withdraw the Entitlement
Offer or vary the timetable for the Entitlement Offer without notice (in the latter case, subject to the Underwriters' prior written consent).	4
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Disclaimer

This disclaimer applies to this Presentation and the information contained in it.

Disclosure: The Underwriters and their respective affiliates and related bodies corporate are full service financial institutions engaged in various activities, which may include trading, financial advisory, investment management, investment research, principal investment, hedging, market making, market lending, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses. The Underwriter Group may have interests in the shares of carsales, including by providing investment banking services to carsales. Further, they may act as market maker or buy or sell those securities or associated derivatives as principal or agent. The Underwriters will receive fees for acting in its capacity as joint lead managers, bookrunners and underwriters to the Entitlement Offer. In addition, one or more entities within one or more Underwriters' respective groups may act as a corporate adviser to carsales or its affiliates and may now or in the future provide financial accommodation or services to carsales or its affiliates.

In connection with the Institutional Bookbuild, one or more institutional investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those securities. Each Underwriter (or its affiliates) may, for its own account, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire New Shares in carsales in connection with the writing of those derivative transactions in the Institutional Bookbuild and/or the secondary market. As a result of those transactions, each Underwriter (or its affiliates) may be allocated, subscribe for or acquire New Shares or securities of carsales in the Institutional Bookbuild and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those securities. These transactions may, together with other securities in carsales acquired by an Underwriter or its affiliates in connection with their ordinary course sales and trading, principal investing and other activities, result in an underwriter or its affiliates disclosing a substantial holding and earning fees.

Goldman Sachs Australia Pty Ltd ("GSA") and/or its affiliates (GSA, together with its affiliates, "Goldman Sachs") is acting as a joint lead manager, bookrunner and underwriter to the Entitlement Offer (together with the other Underwriters) to partially fund the Acquisition and will receive underwriting and other fees, as well as the reimbursement of expenses, for acting in that capacity. In addition, West Street Capital Partners VII, a fund managed by the Goldman Sachs Asset Management Division ("Goldman Sachs Fund") (which is an affiliate of GSA) is a seller of part of the remaining interests in Trader Interactive to be acquired by carsales (and the Goldman Sachs Fund and/or an affiliate will receive part of the sale consideration). Goldman Sachs is acting as joint arranger, bookrunner and underwriter to a debt facility to carsales to partially fund the Acquisition. Goldman Sachs & Co. LLC ("GS&Co") (which is also an affiliate of GSA) is acting as financial adviser to Trader Interactive in relation to the Acquisition. Goldman Sachs, including, without limitation, GS&Co, may receive fees, earn interest and mark profits as well as benefit from indemnification and recover expenses in connection with acting in these capacities.

United States: This Presentation 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 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 may not be offered or sold, directly or indirectly, to persons in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. Please see the "International Offer Restrictions" section of this Presentation.

Rounding and currency: Certain figures, percentages, estimates, calculations of value and fractions provided in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in the Presentation. All financial amounts contained in this Presentation are expressed in Australian currency, unless otherwise stated.

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

5