ICar Asia : Scheme of arrangement legally effective

For personal use only

2 February 2022

Scheme of arrangement legally effective

Further to its announcement earlier today, iCar Asia Limited (ASX:ICQ) ("iCar") is pleased to announce that an office copy of the orders made by the Supreme Court of New South Wales ("Court") approving the proposed scheme of arrangement under which iCar will be acquired by Carsome Group Pte Ltd ("Scheme") has been lodged with the Australian Securities and Investments Commission pursuant to subsection 411(10) of the Corporations Act 2001 (Cth).

A copy of the Court orders is attached to this announcement.

As a result, the Scheme is now legally effective and it is expected that iCar shares will be suspended from trading on the ASX from close of trading today.

iCar shareholders other than Excluded Shareholders (as defined in the Scheme) who are registered as such at 7:00pm on Monday, 7 February 2022 will receive the cash consideration of $0.53 per iCar share.

This announcement has been approved by the iCar Independent Board Committee.

	---END---
For more information please contact:
Georg Chmiel	Hamish Stone
Chair of the Board	Managing Director & CEO
iCar Asia Ltd	iCar Asia Ltd
Mobile: [phone]	Mobile: [phone]
Email:[e-mail]	Email:[e-mail]

About iCar Asia Limited (www.icarasia.com)

Listed on the Australia Securities Exchange, iCar Asia (ASX: ICQ) owns and operates ASEAN's No.1 network of automotive portals.

Headquartered in Kuala Lumpur, Malaysia, the company is focused on developing and operating leading automotive portals in Malaysia, Indonesia and Thailand. iCar Asia is continuously working to capitalise on its market-leading positions, with its online properties currently reaching approximately 10 million car buyers and sellers in the region every month.

iCar Asia Network of websites

1. Malaysia: Carlist.my

1. Malaysia: LiveLifeDrive.com

1. Malaysia: CarlistBid (bid.carlist.my) o Indonesia: Mobil123.com
   o Indonesia: Carmudi.co.id
   o Indonesia: Otospirit.com
   o Indonesia: Mobil123Bid (bid.mobil123.com)
   o Thailand: One2Car.com
   o Thailand: Autospinn.com
   o Thailand: Thaicar.com
   o Thailand: One2CarBid (bid.one2car.com)
   o Group: iCarData (icardata.icarasia.com)

iCar Asia Limited (ACN 157 710 846)

Suite 18.01, Level 18, Centrepoint North, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

Tel: [phone] Fax: [phone] web: www.icarasia.com

Attachment: Court orders

For personal use only

iCar Asia Limited (ACN 157 710 846)

Suite 18.01, Level 18, Centrepoint North, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

Tel: [phone] Fax: [phone] web: www.icarasia.com

Form 43

UCPR 36.11

D0001IS41P

use only

COURT DETAILS

Court

Division

List

Registry

Case number

TITLE OF PROCEEDINGS

First Plaintiff

First

Issued: 2 February 2022 10:39 AM

JUDGMENT/ORDER

Supreme Court of NSW Equity Corporations List Supreme Court Sydney 2021/00314615

ICAR ASIA LIMITED

ABN 91157710846

For personal

DATE OF JUDGMENT/ORDER

Date made or given	2 February 2022
Date entered	2 February 2022

TERMS OF JUDGMENT/ORDER

VERDICT, ORDER OR DIRECTION:

Hearing of Originating Process filed 5 November 2021. Second Court hearing.

• Black J grants leave for Carsome Group Pte Ltd to appear under r 2.13 of the Supreme Court (Corporations) Rules.

Black J makes orders in accordance with Orders initialled by him and placed in the file.

THE COURT ORDERS THAT:

1 Pursuant to paragraph 411(4)(b) and section 411(6) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement between the Plaintiff and certain holders of fully paid ordinary shares in the Plaintiff in the form contained in Annexure 2 of the scheme booklet issued by the Plaintiff dated 8 December 2021 be approved subject to replacing the words "any iCar Shareholder who is a member of the Carsome Group as at the Scheme Record Date" in the definition of "Excluded Shareholder" in Schedule 1 with the word "Carsome", so that the scheme of arrangement as altered and approved is in the form of Annexure A (Scheme).

2 Pursuant to subsection 411(12) of the Corporations Act, the Plaintiff be exempt from compliance with subsection 411(11) of the Corporations Act in relation to the Scheme.

3 An office copy of these orders be lodged with the Australian Securities and Investments Commission.

4 These orders be entered forthwith.

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SEAL AND SIGNATURE

Signature	Chris D'Aeth
Capacity	Principal Registrar
Date	2 February 2022

If this document was issued by means of the Electronic Case Management System (ECM), pursuant to Part 3 of the Uniform Civil Procedure Rules (UCPR), this document is taken to have been signed if the person's name is printed where his or her signature would otherwise appear.

FURTHER DETAILS ABOUT Plaintiff(s)

First Plaintiff
Name	ICAR ASIA LIMITED
	ABN 91157710846
Address	c/o Emerson Operations Pty Ltd Suite 4201 Level 42
	264 - 278 George Street
Telephone	SYDNEY NSW 2000
Fax
E-mail
Client reference
Legal representative
Name	LUKE BRADSHAW HASTINGS
Practicing certificate number	20210
Address	ANZ Tower
	161 Castlereagh Street
	GPO Box 4227
	SYDNEY NSW 2001
DX address	DX 361 Sydney NSW
Telephone	02 9225 5000
Fax	02 9322 4000
Email	[e-mail]

FURTHER DETAILS ABOUT (s)

ATTACHMENTS TO ORDERS

(Annexure A - Orders 2.2.22.pdf)

[attach.]

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Outcome Date: 02 Feb 2022

For personal use only