ICar Asia : Scheme Booklet registered with ASIC

For personal use only

8 December 2021

Scheme Booklet registered with ASIC

iCar Asia Limited (ASX:ICQ) ("iCar") refers to its announcement earlier today and is pleased to now announce that the Australian Securities and Investments Commission has registered its scheme booklet ("Scheme Booklet") in relation to the proposed acquisition of iCar by Carsome Group Pte Ltd by way of a scheme of arrangement, as announced on 18 October 2021.

A copy of the Scheme Booklet is attached to this announcement.

This announcement has been approved by the IBC.

	---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: Scheme Booklet

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

For personal use only

Scheme Booklet

This Scheme Booklet relates to a scheme of arrangement between iCar Asia Limited ACN 157 710 846 and the Scheme Shareholders which, if implemented, will result in Carsome Group Pte. Ltd. UEN 202020792D acquiring all of the Scheme Shares.

The notice for the Scheme Meeting is included in this Scheme Booklet. A proxy form for the Scheme Meeting also accompanies this Scheme Booklet.

VOTE IN FAVOUR

The iCar Independent Board Committee unanimously recommends that you vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Independent iCar Shareholders.

The Independent Expert has concluded that the Scheme is fair and reasonable and therefore in the best interests of Independent iCar Shareholders, in the absence of a Superior Proposal.

This is an important document and requires your immediate attention.

You should read it entirely before deciding whether or not to vote in favour of the Scheme.

If you are in any doubt about how to deal with this document, you should contact your broker or financial, taxation, legal or other professional adviser immediately.

If, after reading this Scheme Booklet, you have any questions in relation to this Scheme Booklet or the Scheme, please contact the iCar Shareholder information line on 1300 237 569 (within Australia) or [phone] (outside Australia), between 8:30am and 5:00pm (Sydney time), Monday to Saturday (excluding Australian national public holidays).

FINANCIAL ADVISER

LEGAL ADVISER

Important Notices

only	General
This Scheme Booklet is important and requires your immediate
attention. You should read this Scheme Booklet in full before
	making any decision as to how to vote at the Scheme Meeting.
	Nature of this Scheme Booklet
	This Scheme Booklet includes the explanatory statement for the
	Scheme required by subsection 412(1) of the Corporations Act.
	This Scheme Booklet does not constitute or contain an offer to
	Independent iCar Shareholders, or a solicitation of an offer from
	Independent iCar Shareholders, in any jurisdiction. This Scheme
	Booklet is not a disclosure document required by Chapter 6D of
	the Corporations Act. Subsection 708(17) of the Corporations
	Act provides that Chapter 6D of the Corporations Act does not
use	apply in relation to arrangements under Part 5.1 of the
Corporations Act approved at a meeting held as a result of an
order under subsection 411(1) of the Corporations Act. Instead,
Independent iCar Shareholders asked to vote on an
	arrangement at such a meeting must be provided with an
	explanatory statement as referred to above.
	ASIC and ASX
	A copy of this Scheme Booklet has been registered by ASIC for
	the purposes of subsection 412(6) of the Corporations Act. ASIC
	has been given the opportunity to comment on this Scheme
	Booklet in accordance with subsection 411(2) of the
	Corporations Act. Neither ASIC, nor any of its officers, takes any
	responsibility for the contents of this Scheme Booklet.
personal	ASIC has been requested to provide a statement, in accordance
with paragraph 411(17)(b) of the Corporations Act, that it has no
objection to the Scheme. If ASIC provides that statement, it will
	be produced to the Court at the time of the Court hearings to
	approve the Scheme.
	A copy of this Scheme Booklet has been provided to the ASX.
	Neither the ASX, nor any of its officers, takes any responsibility
	for the contents of this Scheme Booklet.
	Important notice associated with Court order under
	subsection 411(1) of the Corporations Act
	The fact that, under subsection 411(1) of the Corporations Act,
	the Court has ordered that a meeting be convened and has
	approved the explanatory statement required to accompany the
	Notice of Scheme Meeting does not mean that the Court:
	∙	has formed any view as to the merits of the proposed
		Scheme or as to how Independent iCar Shareholders
		should vote (on this matter Independent iCar Shareholders
		must reach their own conclusion); or
	∙	has prepared, or is responsible for the content of, the
		explanatory statement.
	Notice of Scheme Meeting
	The Notice of Scheme Meeting is set out in Annexure 4.
	Notice of Second Court Hearing
	At the Second Court Hearing, the Court will consider whether to
For	approve the Scheme following the vote at the Scheme Meeting.
Any iCar Shareholder may appear at the Second Court Hearing,
currently expected to be held at 9:15am (Sydney time) on

Wednesday, 2 February 2022 at the Law Courts Building, 184 Phillip Street, Sydney, New South Wales, 2000. Any iCar Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on iCar a notice of appearance in the prescribed form together with any affidavit that the iCar Shareholder proposes to rely on.

No investment advice

This Scheme Booklet has been prepared without reference to the investment objectives, financial and taxation situation or particular needs of any iCar Shareholder or any other person. The information and recommendations contained in this Scheme Booklet do not constitute, and should not be taken as, financial product advice. The iCar Directors encourage you to seek independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote in favour of the Scheme. This Scheme Booklet should be read in its entirety before making a decision on whether or not to

vote in favour of the Scheme. In particular, it is important that you consider the potential risks if the Scheme does not proceed, as set out in section 7, and the views of the Independent Expert set out in the Independent Expert's Report contained in Annexure 1. If you are in doubt as to the course you should follow, you should consult an independent and appropriately licensed and authorised professional adviser immediately.

Forward looking statements

Some of the statements appearing in this Scheme Booklet (including in the Independent Expert's Report) may be in the nature of forward looking statements. Forward looking statements or statements of intent in relation to future events in this Scheme Booklet (including in the Independent Expert's Report) should not be taken to be forecasts or predictions that those events will occur. Forward looking statements generally may be identified by the use of forward looking words such as 'believe', 'aim', 'expect', 'anticipate', 'intending', 'foreseeing', 'likely', 'should', 'planned', 'may', 'estimate', 'potential', or other similar words. Similarly, statements that describe the objectives, plans, goals, intentions or expectations of iCar or Carsome are or may be forward looking statements. You should be aware that such statements are only opinions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to iCar or Carsome and / or the industries in which they operate, as well as factors and risks relating to the ongoing COVID-19 pandemic, general economic conditions, prevailing exchange rates and interest rates and conditions in financial markets.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of iCar, Carsome, or their respective officers, directors, employees or advisers or any person named in this Scheme Booklet or any person involved in the preparation of this Scheme Booklet makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. Accordingly, you are cautioned not to place undue reliance on those statements.

Any forward looking statements in this Scheme Booklet reflect views held only at the date of this Scheme Booklet. Subject to any continuing obligations under the Listing Rules or the Corporations Act, iCar and Carsome and their respective officers, directors, employees and advisers, disclaim any obligation or undertaking to distribute after the date of this Scheme Booklet any updates or revisions to any forward looking statements to reflect (a) any change in expectations in relation to such statements; or (b) any change in events, conditions or circumstances on which any such statement is based.

Responsibility statement

iCar has prepared, and is responsible for, the iCar Information. Neither Carsome nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

Carsome has prepared, and is responsible for, the Carsome Information. Neither iCar nor any of its Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of such information.

Greenwoods & Herbert Smith Freehills has prepared, and is responsible for, the information set out in section 8 of this Scheme Booklet. None of iCar or Carsome or any of their respective subsidiaries, directors, officers, employees or other advisers assume any responsibility for the accuracy or completeness of the information contained in section 8 of this Scheme Booklet.

Lonergan Edwards & Associates Limited has prepared the Independent Expert's Report (as set out in Annexure 1) and takes responsibility for that report. None of iCar or Carsome or any of their respective Subsidiaries, directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the information contained in the Independent Expert's Report, except, in the case of iCar, in relation to the information which it has provided to the Independent Expert.

No consenting party has withdrawn their consent to be named before the date of this Scheme Booklet.

2 iCar Asia Ltd - Scheme Booklet

For personal use only

Foreign jurisdictions

The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons outside of Australia who come into possession of this Scheme Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. iCar disclaims all liabilities to such persons who contravene these laws.

iCar Shareholders who are nominees, trustees or custodians are encouraged to seek independent advice as to how they should proceed.

No action has been taken to register or qualify this Scheme Booklet or any aspect of the transaction in any jurisdiction outside of Australia.

This Scheme Booklet has been prepared in accordance with the laws of Australia and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations of a jurisdiction outside of Australia.

Financial amounts and effects of rounding

All financial amounts in this Scheme Booklet are expressed in Australian currency unless otherwise stated. A number of figures, amounts, percentages, estimates, calculations of value and fractions in the Scheme Booklet are subject to the effect of rounding. Accordingly, any discrepancies between totals in tables or financial statements, or in calculations, graphs or charts are due to rounding. All financial and operational information set out in this Scheme Booklet is current as at the date of this Scheme Booklet, unless otherwise stated.

Charts and diagrams

Any diagrams, charts, graphs or tables appearing in this Scheme Booklet are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, graphs and tables is based on information available as at the Last Practicable Date.

Timetable and dates

All times and dates referred to in this Scheme Booklet are times and dates in Sydney, Australia, unless otherwise indicated. All times and dates relating to the implementation of the Scheme referred to in this Scheme Booklet may change and, among other things, are subject to any necessary approvals from Government Agencies.

External websites

Unless expressly stated otherwise, the content of the websites of iCar and Carsome do not form part of this Scheme Booklet and Independent iCar Shareholders should not rely on any such content.

Tax consequences of the Scheme

If the Scheme becomes Effective, there will be tax consequences for the Scheme Shareholders which may include tax being payable. For further detail regarding general Australian tax consequences of the Scheme, refer to section 8 of this Scheme Booklet. The tax consequences may vary depending on the nature and characteristics of Scheme Shareholders and their specific circumstances. Accordingly, you should seek professional tax advice in relation to your particular circumstances.

Privacy

iCar may collect personal information in the process of implementing the Scheme. The type of information that it may collect about you includes your name, contact details and information on your shareholding in iCar and the names of persons appointed by you to act as a proxy, attorney or corporate representative at the Scheme Meeting as relevant to you. The collection of some of this information is required or authorised by the Corporations Act. The primary purpose of the collection of personal information is to assist iCar to conduct the Scheme Meeting and implement the Scheme. Without this information, iCar may be hindered in its ability to issue this Scheme Booklet and implement the Scheme. Personal information of the type described above may be disclosed to the iCar Share Registry, third party service providers (including print and mail service providers and parties otherwise involved in the conduct of the Scheme Meeting), authorised securities brokers, professional advisers, related bodies corporate of iCar, Government Agencies, and also where disclosure is otherwise required or allowed by law. Independent iCar Shareholders who are individuals and the other individuals in respect of whom personal information is collected as outlined above have certain rights to access the personal information collected in relation to them. If you would like to obtain details of the information about you held by the iCar Share Registry in connection with iCar Shares, please contact the iCar Share Registry. Independent iCar Shareholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Scheme Meeting should ensure that they inform such an individual of the matters outlined above. Further information about how iCar collects, uses and discloses personal information is contained in iCar's Privacy Policy located at www.icarasia.com/privacy.

Date of Scheme Booklet

This Scheme Booklet is dated 8 December 2021.

iCar Asia Ltd - Scheme Booklet 3