FREELANCER LIMITED — Capital/Financing Update 2015

Apr 26, 2015

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Freelancer Limited Acquisition of Escrow.com and Completed Capital Raising

27 April 2015 Matt Barrie Chief Executive

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Transaction highlights

An attractive strategic acquisition consistent with Freelancer’s growth strategy

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• Transaction Freelancer has executed a definitive agreement to acquire Escrow.com from a private vendor Details • US$7.5 million cash acquisition price

• Funded by a capital raising which was oversubscribed, placed to Australian and international institutional investors and priced at a premium to last close

• • The acquisition is subject to regulatory approval

• Escrow.com Escrow.com is the leading provider of secure online payments and online transaction management for consumers and businesses on the Internet

• • FY14 gross payment volume US$265 million, net revenue US$5 million, and EBITDA $1.2 million

• • Over US$2.2 billion in secured transactions to date

• Founded in 1999 by Fidelity National Financial, a Fortune 500 company and the United States’ largest provider of commercial and residential mortgage and diversified services

• • Headquartered in California

• • Licensed, bonded & certified

• Operating Strategy Will continue to run as a stand alone business • Large opportunity for growth and synergies with Freelancer’s core offerings

• •

• Strategic Rationale All major global marketplaces have captive payment systems • Escrow.com is the world’s #1 company for secure online payments

• • Exceptional network effects with the Freelancer group

• • Enhances ability to capture more of the value chain and provide value-added services

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Completed capital raising

Freelancer has raised A$10 million from a placement of new ordinary shares

Equity raising • Placement of 10 million new ordinary shares • Priced at $1.00, representing a premium to last close of $0.995 • Placed to domestic and international institutional investors • Ranking pari passu Use of proceeds • For the acquisition of Escrow.com and for general corporate purposes Director / insider participation • No directors or insider shareholders participated in the transaction Bookrunner • UBS AG, Australia Branch, was the sole bookrunner Timetable • Settlement of the placement is currently scheduled to take place on Thursday, 30 April 2015, with allotment and quotation of shares expected to occur on the ASX on Friday, 1 May 2015 1 Source: IRESS Market data as at 27 April 2015	Key market statistics1
	ASX code FLN Listing price (15 November 2013) A$0.50 Share price (24 April 2015) A$0.995
	Placement price (27 April 2015) A$1.00
	Issued capital post placement comprising: 448.5m - Shares 441.0m - ESP shares 7.5m
	Free float prior to placement2 10.4%
	Free float post placement2 12.4%
	Director Shares % Matt Barrie (CEO & Chairman)3 200.5m 44.7 Simon Clausen (Non-Executive Director)3 172.2m 38.4 Darren Williams (CTO & Executive Director) 12.6m 2.8 Total 385.3m 85.9 Director shareholdings

1. Source: IRESS. Market data as at 27 April 2015.

2. Excludes 385.3m Director shares and 7.5m ESP shares which are subject to trading restrictions.

3. Excludes relevant interest in fully paid ordinary shares arising by virtue of having a voting power of over 20% in the Company, which has a relevant interest as a result of trading restrictions over shares issued under the Employee Share Plan.

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Overview of Escrow.com

A business with a track record of revenue growth and a diversified revenue base

• Provides online escrow services that facilitate and accelerate e-commerce by assuring secure settlement

• Escrow.com is the world’s #1 company for secure online payments

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Revenue Mix
Revenue Growth from 2010-2014 (USD,000)
6,000
9.1% CAGR
5,048
5,000 4,798
4,646
4,125 19%
4,000 Mixed
3,269 40%
USA
3,000
International
2,000 41%
1,000
0
2010 2011 2012 2013 2014
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Note: calendar year financial years

Note: ‘mixed’ revenue is where one side of a transaction is in the USA

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~~DRAFT~~

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Important notice and disclaimer

This presentation has been prepared by Freelancer Limited (ACN 141 959 042) ( Freelancer or the Company ). The information contained in this presentation is current at the date of this presentation. The information is a summary overview of the current activities of the Company and does not purport to be all inclusive or to contain all the information that a prospective investor may require in evaluating a possible investment. This presentation is for general information purposes and is not intended to be and does not constitute a prospectus, product disclosure statement, pathfinder document or other disclosure document for the purposes of the Corporations Act 2001 (Cth) ( Corporations Act ) and has not been, and is not required to be, lodged with the Australian Securities & Investments Commission. It is to be read in conjunction with the Company’s disclosures lodged with the Australian Securities Exchange, including the Company’s full year results lodged with the Australian Securities Exchange on 16 February 2015.

The material contained in this presentation is not, and should not be considered as, financial product or investment advice. This presentation is not (and nothing in it should be construed as) an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security in any jurisdiction, and neither this document nor anything in it shall form the basis of any contract or commitment. This presentation is not intended to be relied upon as advice to investors or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor which need to be considered, with or without professional advice, when deciding whether or not an investment is appropriate.

This presentation contains information as to past performance of the Company. Such information is given for illustrative purposes only, and is not – and should not be relied upon as – an indication of future performance of the Company. The historical information in this presentation is, or is based upon, information contained in previous announcements made by the Company to the market.

Forward looking statements

This document contains certain "forward-looking statements". The words "anticipate", "believe", "expect", "project", "forecast", "estimate", “outlook”, “upside”, "likely", "intend", "should", "could", "may", "target", "plan" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance, including Freelancer’s FY15 outlook, are also forward-looking statements, as are statements regarding Freelancer’s plans and strategies and the development of the market.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Freelancer, which may cause actual results to differ materially from those expressed or implied in such statements.

Freelancer cannot give any assurance or guarantee that the assumptions upon which management based its forward-looking statements will prove to be correct or exhaustive beyond the date of its making, or that Freelancer 's business and operations will not be affected by other factors not currently foreseeable by management or beyond its control. Such forward-looking statements only speak as at the date of this announcement and Freelancer assumes no obligation to update such information. The release, publication or distribution of this presentation in jurisdictions outside Australia may be restricted by law. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Non-IFRS information

This presentation includes certain financial measures that are not recognised under Australian Accounting Standards ( AAS ) or International Financial Reporting Standards ( IFRS ). Such non-IFRS financial measures do not have a standardised meaning prescribed by AAS or IFRS and may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS. The information is presented to assist in making appropriate comparisons with prior periods and to assess the operating performance of the business. Freelancer uses these measures to assess the performance of the business and believes that information is useful to investors. Gross Payment Volume, EBITDA, and EBIT have not been audited or reviewed. Recipients are cautioned not to place undue reliance on any non-IFRS financial measures included in this presentation.

All references to dollars are to Australian currency unless otherwise stated.

To the maximum extent permitted by law, Freelancer makes no representation or warranty (express or implied) as to the accuracy, reliability or completeness of any information contained in this document. To the maximum extent permitted by law, Freelancer shall have no liability (including liability to any person by reason of negligence or negligent misrepresentation) for any statements, opinions or information (express or implied), arising out of, contained in or derived from, or for any omissions from this document, except liability under statute that cannot be excluded.

Important Notice

This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (“US Securities Act”), or the securities laws of any state or jurisdiction of the United States, or in any other. Accordingly, the securities may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any applicable US state securities laws. The securities under the Placement will only be offered and sold outside the United States in “offshore transactions” in reliance on Regulation S under the US Securities Act.

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