Carsales com : Notice of Annual General Meeting/Proxy FormOpens in a new Window

carsales.com Limited ABN 91 074 444 018

Registered Office: Level 4, 449 Punt Road, Richmond, Victoria, 3121

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of the Shareholders of carsales.com Limited ("Carsales" or "Company") will be held virtually on 30 October 2020 at 12 noon.

Virtual Participation

To facilitate the participation of Shareholders in this AGM, the Company has in place an online platform provided by Lumi to allow Shareholders to participate in the AGM virtually. For detailed steps on how to participate in the AGM virtually, please refer to the Online Meeting Guide available at http://shareholder.carsales.com.au.

The AGM will be webcast live from the website at https://web.lumiagm.com/355186713. If you choose to participate online you will be able to view the live webcast of the meeting, ask the meeting questions (through a chat functionality) and submit your votes in real time.

Even if you are planning on participating in the meeting in real time, we encourage you to submit a proxy and any questions you may have online ahead of the AGM to avoid any technical issues that may occur on the day. This can be done online through the https://www.investorvote.com.auwebsite.

Further updates (if any) on this Notice of Meeting that may be necessary in view of the COVID-19 Pandemic will be disseminated through the ASX Markets Announcements Office and on our website.

The Explanatory Notes that accompany and form part of this Notice of Meeting describe the various matters to be considered.

Questions on AGM

In accordance with the Corporations Act and the Company's past practice, a reasonable opportunity will be given to the Shareholders at the AGM to ask questions about, or make comments on, the management of the Company and the Remuneration Report.

Similarly, a reasonable opportunity will also be given to the Shareholders to ask the Auditor questions relevant to the Auditor's Report or conduct of the audit, the preparation, contents of the audit report, the accounting policies adopted by the Company and the auditor's independence.

Written questions may be submitted by Shareholders in advance of the meeting through the https://www.investorvote.com.auwebsite.

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Annual General Meeting Agenda

Ordinary Business

Item 1. Financial Report

To receive and consider the Financial Report of the Company for the year ended 30 June 2020, including the Directors' declaration, the related Directors' Report and the Auditor's Report of the Company.

Item 2: Adoption of FY20 Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Company's Remuneration Report for the financial year ended 30 June 2020 be adopted."

Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

An explanatory note to this item appears on page 4.

Voting Exclusion Statement

The Company will disregard any votes cast on item 2 by:

• A member of the Company's KMP whose remuneration is included in the Remuneration Report; and
• Closely related parties of those KMPs (such as certain family members, dependents and companies they control),

as well as any votes cast as a proxy on item 2 by members of the KMP at the date of the meeting and their closely related parties, unless the votes are cast by:

• A proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• The Chair of the AGM, voting as a proxy for a person who is entitled to vote, and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolutions and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Company's
  KMP.

Item 3: Re-election of Directors

To consider and if thought fit, pass the following resolutions as ordinary resolutions:

Item 3(a)

"That Mr. Patrick O'Sullivan, being a Director of the Company who retires by rotation in accordance with

Rule 17.1 of the Company's constitution and, being eligible offers himself for re-election, be re-elected as a Director of the Company."

Item 3(b)

"That Mr. Walter James Pisciotta OAM, being a Director of the Company who retires by rotation in accordance with Rule 17.1 of the Company's constitution and, being eligible offers himself for re- election, be re-elected as a Director of the Company."

Special Business

Item 4: Long-term incentive awards for the Managing Director (MD) and Chief Executive Officer (CEO)

To consider and if thought fit, pass the following resolutions to be voted on separately:

Item 4(a)

FY21-23 grant of Performance Rights to the MD and CEO

"That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval be and is hereby given, to the grant of up to 80,499 Performance Rights over Shares in the Company to Mr. Cameron McIntyre, in respect of the FY21-23 LTI award, in accordance with the terms of the Company's Option Plan and as set out in the Explanatory Memorandum below."

Item 4(b)

FY20-22 grant of Options and Performance Rights to the MD and CEO

"That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval be and is hereby given, to the grant of up to 222,283 Options and Performance Rights over Shares in the Company to Mr. Cameron McIntyre, in respect of the FY20-22 LTI award, in accordance with the terms of the Company's Option Plan as set out in the Explanatory Memorandum below."

Voting Exclusion Statement

The Company will disregard any votes cast on Items

4a and 4b, by:

• The Managing Director, Mr. Cameron McIntyre; and
• Any of his associates,

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as well as any votes cast by members of the KMP and their closely related parties as proxies unless the votes cast on items 4a and 4b are cast:

• In accordance with a direction given by a person who is entitled to vote on items 4a and 4b to vote on the resolution in a particular way;
• By the Chair of the Annual General Meeting acting as a proxy and the appointment expressly authorises the Chair to exercise the proxy as the Chair decides;
• By a holder acting solely as a nominee, trustee, custodial or fiduciary capacity on behalf of a beneficiary provided:
• • Written communication being provided by the beneficiary that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting; and
  • The vote is cast in accordance with the directions of the beneficiary to the holder.

Item 5: Conditional spill resolution

If required, to consider and, if thought fit, to pass the following resolution as an ordinary resolution:

Subject to and conditional on at least 25% of the votes cast on Item 2, being cast against the adoption of the Company's Remuneration Report for the financial year ended 30 June 2020:

1. An extraordinary general meeting of the Company (Spill Meeting) be held within 90 days of this resolution;
2. All of the non-executive Directors in office when the resolution to approve the Directors' report for the financial year ended 30 June 2020 was passed and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
3. Resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting are put to the vote at the Spill Meeting.

Note: If you do not want the spill meeting to take place, vote "AGAINST" this resolution. If you want the spill meeting to take place, vote "FOR" this resolution

By order of the Board.

Nicole Birman

Company Secretary

25 September 2020

Voting Information

1. Voting by Poll:

As the Shareholders will be participating virtually in the AGM, and in accordance with Rule 13.5(a)(3) of the constitution, the Chair intends to call a poll on each of the resolutions proposed at the AGM. The Chair considers voting by poll to be in the interests of the Shareholders as a whole and ensures the views of as many Shareholders as possible are represented at the AGM.

2. Entitlement to vote

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001, the Board has determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Annual General Meeting will be as it appears in the Share register at 7pm (Melbourne time) on Wednesday 28 October 2020 ("Effective Time").

3. Proxies Appointment of Proxies

Enclosed with this Notice of Meeting is a proxy form.

A Shareholder entitled to attend and vote at the AGM may appoint a proxy to attend virtually and vote on their behalf. To do so they must complete the proxy form. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise one half of the Shareholder's votes.

A proxy need not be a Shareholder of the Company. The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with Section 127 of the Corporations Act.

A corporation which is a Shareholder of the Company may appoint a representative to act on its behalf at the AGM. Appointments of representatives must be received in accordance with the requirements set below prior to the AGM or any adjournment of the AGM.

Proxies and powers of attorney granted by Shareholders must be received by the Company by no later than 12 noon (Melbourne time) Wednesday 28 October 2020. To be valid, a duly completed proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it) must be:

1. Given electronically, by visitingwww.investorvote.com.auand following the

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instructions provided but a proxy cannot be appointed online if appointed under a power of attorney or similar authority; or

1. Deposited with the Company's Share registry, Computershare Investor Services GPO Box 242, Melbourne VIC, 3001; or
2. Successfully transmitted via facsimile to 1800 783 447 (within Australia), [phone] (outside Australia); or
3. Given electronically by intermediary online custodians by visitingwww.intermediaryonline.com.

If a Shareholder has any specific questions in relation to the above, please contact the Shareholder information line on 1300 651 575 or from overseas [phone] not later than 48 hours before the holding of the AGM or any adjournment of that AGM.

Directing Proxies how to vote

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you mark the abstain box for a particular Item of business, you are directing your proxy not to vote on your behalf and your Shares will not be counted in computing the required majority on a poll. If you do not mark a voting instructions box in respect of a particular Item of business, you are directing your proxy to vote as he or she decides, subject to any voting exclusions that apply to the proxy (as described below).

Undirected Proxy

You may appoint the Chair of the meeting as your proxy. In addition, the Chair of the meeting is deemed appointed where a completed proxy form is submitted which does not contain the name of the proxy or where the person appointed on the form is absent from the meeting or does not vote in accordance with your directions. If you direct the Chair how to vote on an Item of business, the Chair must vote in accordance with your direction.

If you appoint the Chair of the meeting as your proxy or the Chair of the meeting is appointed as your proxy by default, and you do not mark a voting instructions box for Items 3(a), 3(b), 4(a) and 4(b), then by completing and submitting the proxy form, you will be expressly authorising the Chair of the meeting to exercise the proxy as the Chair sees fit in respect of Items 3(a), 3(b) 4(a) and 4(b) even though Items 3(a), 3(b), 4(a) and 4(b) are connected directly or indirectly with the remuneration of the Company's

key management personnel. The Chair intends to vote all available proxies in favour of each Item of business, except Item 5.

Explanatory Notes

These Explanatory Notes are intended to provide Shareholders of the Company with the information relevant to items of business set out in the Notice of Meeting, in order to assess the merits of the proposed resolutions. The Directors recommend that the Shareholders read these Explanatory Notes before making any decision relating to the resolutions set forth in this Notice of Meeting.

Further details relating to each of the resolutions are set out below.

Item 1: Financial Report and Directors' and Auditor's Reports

The Corporations Act requires the Financial Report, Directors' Report and Auditor's Report of the Group, prepared on a consolidated single entity basis, for the most recent financial year to be laid before the Annual General Meeting. While this item of business does not require a formal resolution to be put to Shareholders, the Chair will give Shareholders a reasonable opportunity to ask questions and make comments on these reports and on the business, operations and management of the Group.

A copy of the Financial Report, Directors' Report and Auditor's Report is available on the Company's website, http://shareholder.carsales.com.au, by clicking "Financial Reports". You have the option of receiving, free of charge, a printed copy of these reports. Please contact Computershare on 1300 651 575 (or from overseas [phone]) if you wish to receive a printed copy of these reports.

Item 2: Remuneration Report

A detailed Remuneration Report is included in the Annual Report (pages 40 to 61).

The Remuneration Report contains the following:

• Summary of the executive KMP remuneration framework;
• Remuneration outcomes and links to performance;
• Remuneration Governance:
• • Executive KMP statutory remuneration disclosure;
  • Details of executive service agreements; and
  • Executive KMP equity disclosures.

As required pursuant to the Act, the Remuneration Report is presented to Shareholders for consideration and adoption by a non-binding vote. This means that the vote on this resolution is advisory only and is not binding on the Board. However, the Board will consider the outcome of this vote as well as the discussions at the AGM on the Remuneration Report

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