Carsales.Com Limited ABN 91 074 444 018 Registered Office: Level 4, 449 Punt Road, Richmond, Victoria, 3121
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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.au website. 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.au website. 1 Annual General Meeting Agenda Ordinary Business Rule 17.1 of the Company’s constitution and, being eligible offers himself for re-election, be re-elected as Item 1. Financial Report a Director of the Company.” To receive and consider the Financial Report of Item 3(b) the Company for the year ended 30 June 2020, including the Directors’ declaration, the related “That Mr. Walter James Pisciotta OAM, being a Directors’ Report and the Auditor's Report of the Director of the Company who retires by rotation in Company. accordance with Rule 17.1 of the Company’s constitution and, being eligible offers himself for re- Item 2: Adoption of FY20 Remuneration Report election, be re-elected as a Director of the Company.” To consider and, if thought fit, to pass the following resolution as an ordinary resolution: Special Business “That the Company’s Remuneration Report for the Item 4: Long-term incentive awards for the financial year ended 30 June 2020 be adopted.” Managing Director (MD) and Chief Executive Officer (CEO) Please note that the vote on this resolution is advisory only and does not bind the Directors or the To consider and if thought fit, pass the following Company. resolutions to be voted on separately: An explanatory note to this item appears on page 4. Item 4(a) Voting Exclusion Statement FY21-23 grant of Performance Rights to the MD and CEO The Company will disregard any votes cast on item 2 by: “That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval be and is hereby • A member of the Company's KMP whose given, to the grant of up to 80,499 Performance remuneration is included in the Remuneration Rights over Shares in the Company to Mr. Cameron Report; and McIntyre, in respect of the FY21-23 LTI award, in • Closely related parties of those KMPs (such as accordance with the terms of the Company’s Option certain family members, dependents and Plan and as set out in the Explanatory Memorandum companies they control), below.” as well as any votes cast as a proxy on item 2 by Item 4(b) members of the KMP at the date of the meeting and FY20-22 grant of Options and Performance Rights their closely related parties, unless the votes are cast to the MD and CEO by: “That, for the purpose of ASX Listing Rule 10.14 and • A proxy for a person who is entitled to vote, in for all other purposes, approval be and is hereby accordance with the directions on the proxy form; given, to the grant of up to 222,283 Options and or Performance Rights over Shares in the Company to • The Chair of the AGM, voting as a proxy for a Mr. Cameron McIntyre, in respect of the FY20-22 LTI person who is entitled to vote, and the award, in accordance with the terms of the appointment of the Chair as proxy does not Company’s Option Plan as set out in the Explanatory specify the way the proxy is to vote on the Memorandum below.” resolutions and expressly authorises the Chair to Voting Exclusion Statement exercise the proxy even if the resolution is connected directly or indirectly with the The Company will disregard any votes cast on Items remuneration of a member of the Company’s 4a and 4b, by: KMP. • The Managing Director, Mr. Cameron McIntyre; Item 3: Re-election of Directors and To consider and if thought fit, pass the following • Any of his associates, 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 2 as well as any votes cast by members of the KMP Voting Information and their closely related parties as proxies unless the 1. Voting by Poll: votes cast on items 4a and 4b are cast: As the Shareholders will be participating virtually in • In accordance with a direction given by a person the AGM, and in accordance with Rule 13.5(a)(3) of who is entitled to vote on items 4a and 4b to vote the constitution, the Chair intends to call a poll on on the resolution in a particular way; each of the resolutions proposed at the AGM. The • By the Chair of the Annual General Meeting Chair considers voting by poll to be in the interests of acting as a proxy and the appointment expressly the Shareholders as a whole and ensures the views authorises the Chair to exercise the proxy as the of as many Shareholders as possible are represented Chair decides; at the AGM. • By a holder acting solely as a nominee, trustee, 2. Entitlement to vote custodial or fiduciary capacity on behalf of a Pursuant to regulation 7.11.37 of the Corporations beneficiary provided: Regulations 2001, the Board has determined that the • Written communication being provided by the shareholding of each Shareholder for the purposes of beneficiary that the beneficiary is not excluded ascertaining the voting entitlements for the Annual from voting and is not an associate of a General Meeting will be as it appears in the Share person excluded from voting; and register at 7pm (Melbourne time) on Wednesday 28 October 2020 (“Effective Time”). • The vote is cast in accordance with the directions of the beneficiary to the holder. 3. Proxies Item 5: Conditional spill resolution Appointment of Proxies If required, to consider and, if thought fit, to pass the Enclosed with this Notice of Meeting is a proxy form. following resolution as an ordinary resolution: A Shareholder entitled to attend and vote at the AGM Subject to and conditional on at least 25% of the may appoint a proxy to attend virtually and vote on votes cast on Item 2, being cast against the adoption their behalf. To do so they must complete the proxy of the Company’s Remuneration Report for the form. A Shareholder who is entitled to cast two or financial year ended 30 June 2020: more votes may appoint two proxies and may specify the proportion or number of votes each proxy is a. An extraordinary general meeting of the appointed to exercise. If the Shareholder appoints two Company (Spill Meeting) be held within 90 days proxies and the appointment does not specify the of this resolution; proportion or number of the Shareholder's votes each b. All of the non-executive Directors in office when proxy may exercise, each proxy may exercise one the resolution to approve the Directors’ report for half of the Shareholder's votes. the financial year ended 30 June 2020 was A proxy need not be a Shareholder of the Company. passed and who remain in office at the time of the The proxy form must be signed by the Shareholder or Spill Meeting, cease to hold office immediately the Shareholder's attorney. Proxies given by before the end of the Spill Meeting; and corporations must be executed in accordance with c. Resolutions to appoint persons to offices that will Section 127 of the Corporations Act. be vacated immediately before the end of the Spill A corporation which is a Shareholder of the Company Meeting are put to the vote at the Spill Meeting. may appoint a representative to act on its behalf at Note: If you do not want the spill meeting to take the AGM.