FREELANCER LIMITED — Capital/Financing Update 2015

Apr 30, 2015

FREELANCER LIMITED ACN 141 959 042

1 May 2015

The Manager Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Corporations Act Section 708A(5)(e) Notice

Background

Freelancer Limited notified ASX of the details of an AUD$10 million placement on 27 April 2015. The shares were placed using available capacity to issue shares without shareholder approval under ASX Listing Rule 7.1.

This notice is given under section 708A(5)(e) of the Corporations Act in relation to the shares issued under the placement and accordingly gives the information required under section 708A(6).

Details of Securities Issued

Class of securities: fully paid ordinary shares ASX Code of the securities: FLN Date of issue of the securities: 1 May 2015 Total number of securities issued: 10 million

An Appendix 3B accompanies this notice in relation to the securities issued.

Disclosure

Freelancer advises that:

• (a) the securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• (b) as at the date of this notice, Freelancer has complied with the provisions of Chapter 2M, and section 674, of the Corporations Act as they apply to Freelancer; and

• (c) as at the date of this notice, there is no information that is excluded information within the meaning of sections 708A(7) and 708A(8) of the Corporations Act, being information that:

• (1) has been excluded from a continuous disclosure notice in accordance with the Listing Rules of ASX; and

• (2) investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

Registered Office: Level 20, 680 George Street Sydney NSW 2000 Australia P +61 2 8599 2700 | E investor@freelancer.com | www.freelancer.com

FREELANCER LIMITED ACN 141 959 042

• (A) the assets and liabilities, financial position and performance, profits and losses and prospects of Freelancer; or

• (B) the rights and liabilities attaching to the shares issued or generally to ordinary shares in the capital of Freelancer.

Yours faithfully Freelancer Limited

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Neil Katz Company Secretary

Registered Office: Level 20, 680 George Street Sydney NSW 2000 Australia P +61 2 8599 2700 | E investor@freelancer.com | www.freelancer.com

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Freelancer Limited

ABN

66 141 959 042

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary
	10,000,000
	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes
	$1.00 per share
	Placement to sophisticated and institutional investors for the acquisition of Escrow.com and for general corporate purposes.
	No
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	1 May 2015
	Number	+Class
	444,205,563	Ordinary

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	4,275,000	Ordinary (subject to holding lock under Employee Share Plan)
	Not applicable

Part 2 - Pro rata issue

Items 11 to 33 are not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34	Type of+securities
	(tick one)
(a)	+Securities described in Part 1
(b)	All other+securities
	Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
	employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible
	securities

Entities that have ticked box 34(a)

Items 35 to 42 are not applicable.

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Sign here: ......................................................... Date: 1 May 2015 (Company secretary) Print name: Neil Katz

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013