FREELANCER LIMITED — AGM Information 2014

Apr 29, 2014

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FREELANCER LIMITED

ACN 141 959 042

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of members of Freelancer Limited ( Company ) for 2014 will be held at Hall Chadwick, Chartered Accountants, Level 40, 2 Park Street, Sydney, NSW, 2000 on Friday, 16 May 2014 at 9am (Sydney time).

AGENDA

• (b) the Excluded Person is the Chair of the meeting by proxy and the appointment does not specify the way the proxy is to vote on the resolution 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 key management personnel for the Company.

Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

2. Resolution 2 – Re-election of Darren Williams as a Director

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

“That, Mr Darren Williams who is required to retire under the Company’s Constitution and, who being eligible offers himself for re-election, is re-elected as a Director of the Company.”

Ordinary Business

By order of the Board

Financial Statements and Reports

To consider the financial statements of the Company for the year ended 31 December 2013 together with the Directors’ Declaration, the Directors’ Report, the Remuneration Report and the Independent Auditor’s Report.

Neither the Corporations Act 2001 nor the Company’s constitution requires shareholders to vote on such reports. However, shareholders may raise questions about the reports at the meeting.

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Neil Katz Company Secretary

15 April 2014

1. Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

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

“That the Remuneration Report as contained in the Directors’ Report of the Company for the financial year ended 31 December 2013 be adopted.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting Exclusion:

The Company will, in accordance with section 250R of the Corporations Act 2001, disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel of the Company details of whose remuneration are included in the Remuneration Report or a closely related party of such a member (referred to as an Excluded Person ).

However, an Excluded Person may cast a vote provided the vote is not cast on behalf of an Excluded Person and either:

• (a) the Excluded Person votes as a proxy by writing that specifies how the person is to vote on the resolution; or

FREELANCER LIMITED | ACN 141 959 042

Registered Office: Suite 52, Upper Deck, Jones Bay Wharf, 26-32 Pirrama Rd Pyrmont NSW 2009 Australia T +61 2 9692 9980 | E investor@freelancer.com | www.freelancer.com

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FREELANCER LIMITED

ACN 141 959 042

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of the shareholders of the Company in connection with the business to be conducted at the Annual General Meeting ( AGM ) to be held at Level 40, 2 Park Street, Sydney, NSW, 2000 on Friday 16 May 2014 at 9am (Sydney time).

The purpose of this Explanatory Memorandum is to provide information that the Directors believe to be material to shareholders in deciding whether or not to pass the Resolutions in this Notice of AGM.

Your Vote is Important

The business of the AGM affects your shareholding and your vote is important.

Voting in Person

To vote in person, attend the AGM on the date and at the place set out above.

Proxy Voting and Undirected Proxies

Members may appoint a proxy to attend the meeting and vote on their behalf. To vote by proxy, please complete and sign the enclosed Proxy Form and return by one of the following methods:

• (a) online:

www.boardroomlimited.com.au/vote/freelanceragm2014

• (b) by fax: + 61 2 9290 9655

(c) by mail: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

• (d) in person: Level 7, 207 Kent Street Sydney NSW 2000 Australia

so that it is received not later than 9am (Sydney time) on 14 May 2014.

Proxy forms received later than this time will be invalid.

Financial Statements and Reports

In accordance with the Constitution, the business of the AGM will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2013 together with the Directors’ Declaration, the Directors’ Report, the Remuneration Report and the Independent Auditor’s Report.

Corporations Act. The vote on this resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report for the financial year ending 31 December 2013.

Shareholders will be given a reasonable opportunity at the AGM to ask questions about, or make comments on, the Remuneration Report.

Directors’ Recommendation

Acknowledging that each Director has a personal interest in his or her own remuneration as described in the Remuneration Report, the Directors recommend that shareholders vote in favour of Resolution 1.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting.

Resolution 2 – Re-election of Darren Williams as a Director

Pursuant to Clause 6.7 of the Company’s Constitution, Darren Williams, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

The biography of Darren Williams is set out below.

• Chief Technology Officer and Executive Director of the Company.

• Extensive experience in computer security, protocols, networking and software. Previously co-founded and was CTO (and subsequently CEO) of Sensory Networks Inc., a vendor of high performance network security processors, which was acquired by Intel Corporation Inc. in 2013.

• Previously lectured Computer Science at the University of Sydney. Author of numerous articles, patents and papers relating to security technology, software and networking.

• • Qualifications include first class honours degree in Computer Science and a Ph.D. in Computer Science specialising in computer networking from the University of Sydney.

• Beneficial and relevant interest in 12,605,660 fully paid ordinary shares (representing 2.9% of issued capital).

• Member of the Nomination and Remuneration Committee and the Audit Committee.

Directors’ Recommendation

The Directors (with Mr Darren Williams abstaining) recommend that shareholders vote in favour of Resolution 2.

Resolution 1 – Adoption of Remuneration Report

The Remuneration Report as set out on pages 15 to 17 of the 2013 Annual Report of the Company must be put to the vote for its adoption in accordance with section 250R(2) of the

FREELANCER LIMITED | ACN 141 959 042

Registered Office: Suite 52, Upper Deck, Jones Bay Wharf, 26-32 Pirrama Rd Pyrmont NSW 2009 Australia T +61 2 9692 9980 | E investor@freelancer.com | www.freelancer.com

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All Correspondence to:

• By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 9am (Sydney Time) on Wednesday 14 May 2014.

TO VOTE ONLINE	BY SMARTPHONE
STEP 1: VISITwww.boardroomlimited.com.au/vote/freelanceragm2014
STEP 2: Enter your holding/investment type:
STEP 3: Enter your Reference Number:
STEP 4: Enter your VAC:
PLEASE NOTE:For security reasons it is important you keep the above information confidential.	Scan QR Code using smartphone

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 9am (Sydney time) on Wednesday 14 May 2014. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• Online www.boardroomlimited.com.au/vote/freelanceragm2014

• By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• In Person Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Freelancer Limited ABN 66 141 959 042

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Freelancer Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of Freelancer Limited to be held at Hall Chadwick, Chartered Accountants, Level 40, 2 Park Street, Sydney, NSW, 2000 on Friday 16 May 2014 at 9am (Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

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If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 1, please place a mark in the box.

By marking this box, you expressly authorise the Chair of the meeting to, and acknowledge that the Chair of the meeting may, exercise your proxy as he or she sees fit, even if he or she has an interest in the outcome of Resolution 1 and that votes cast by the Chair of the meeting for Resolution 1 other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

The Chair of the Meeting intends to vote undirected proxies in favour of Resolutions 1 and 2.

STEP 2

VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain Resolution 1 To Adopt the Remuneration Report Resolution 2 Re-election of Darren Williams as a Director STEP 3 SIGNATURE OF SHAREHOLDERS* This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2014