Notice of Annual General Meeting/Proxy Form & Company Update

Carly Holdings Limited (ASX:CL8) (Carly or the Company) advises that the following documents will be sent to shareholders today in relation to the Annual General Meeting of the Company to be held on Wednesday, 16 April 2025 at 11:00am (AEST):

1. Letter to Shareholders regarding the Notice of Meeting;

2. Notice of Meeting; and

3. Proxy Form

Amongst the resolutions to be considered at the meeting is the merger of Carly Car Subscription with Carbar. On 14 February 2025, the Company announced that it had entered into a non-binding sale agreement with Carbar Holdings Pty Ltd pursuant to which Carbar has agreed to purchase, and the Company has agreed to sell 100% of the shares in Carly Car Subscription Pty Ltd, OneX Operations Pty Ltd and ElevenX Operations Pty Ltd. Carly Car Subscription is the operating entity that owns and runs the Carly car subscription business. OneX and ElevenX own vehicles that are used in the Carly car subscription business and are special purpose entities established for financing purposes.

If the disposal of the assets proceeds to completion, the Company intends to continue to hold the shares in Carbar to gain future appreciation of value, and intends to continue as an ASX listed company and seek other opportunities to deliver value to Shareholders following completion of the disposal.

The Company intends on applying the cash consideration from the disposal towards supporting operations whilst the Company seeks other opportunities. The Company intends to reduce its overheads to a level consistent with its market capitalisation and operations whilst it seeks other opportunities.

Subject to completion of the disposal, the name of the Company is proposed to be changed to become “CL8 Holdings Limited”.

As a result of the proposed disposal, the Group will not have any staff. The CEO role, held by Chris Noone since 1 August 2014, has been terminated as part of the disposal, effective today, with notice as required in accordance with his contract. Following completion of the disposal, Mr Chris Noone will also resign as a Director of the Company and its subsidiaries.

Chris Noone commented “Since 2019 we have been passionate proponents of the car subscription model and the benefits and flexibility it offers consumers and businesses alike. As with many technology driven, high growth potential markets it is important to reach scale as quickly as possible to ensure success. The merger of the Carly car subscription business with Carbar will provide immediate economies of scale and access to capital to accelerate the growth for both brands. Carly’s core car subscription offering and innovative products including EV Trial, CarlyNOW and salary packaged car subscription supported by an exclusive ATO Product Ruling, complement Carbar’s car subscription and other offerings.”

“I would like to express my gratitude and appreciation to the shareholders, directors, corporate partners, management and staff of Carly for the support they have shown me since 2014 while we transitioned the business from a peer-to-peer car rental service to one of the leading car subscription companies in Australia. Since its launch in 2019, Carly has helped thousands of individuals and businesses secure easy and flexible access to vehicles and forged enduring partnerships with leading automotive manufacturers, dealers and leasing companies. Now is a good time for me to step away, secure in the knowledge that the business is well positioned to continue to evolve and grow.”

Adrian Bunter, Chairman commented “On behalf of the Board, I would like to thank Chris for his dedication and efforts over many years. Chris took an embryonic peer-to-peer car rental platform, built trusted industry partners which was then transformed into one of the earliest car subscription companies in Australia. This was at a time when car subscription was new, and the category was being created. The business had launched and was gaining good momentum when Covid hit in 2020 requiring massive changes in all aspects of operations. Chris has led the business through many ups and downs, and has worked tirelessly to champion car subscription and to get to this position of merging Carly car subscription with Carbar. I wish Chris the best of luck with his future endeavours.”

The Notice of Meeting, Explanatory Memorandum and Proxy Form follow this announcement.