FREELANCER LIMITED — Director's Dealing 2013

Dec 3, 2013

FREELANCER LIMITED ACN 141 959 042

No. of Pages Lodged:

4 December 2013

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

Dear Sir/Madam

FREELANCER LIMITED (ASX:FLN) : NOTICE UNDER ASX LISTING RULE 3.19A

Please find enclosed an Appendix 3Y notice, as required under Listing Rule 3.19A(2) for Mr Simon Clausen, a director of Freelancer Limited.

The notice is in respect of a transfer of Freelancer shares that Mr Clausen acquired in his own name at IPO to a nominee account (with HSBC Custody Nominees (Australia) Limited as the registered holder). Mr Clausen’s relevant interest and beneficial holding in Freelancer shares remains unchanged notwithstanding the transfer.

Yours faithfully Freelancer Limited

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Neil Katz Company Secretary

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

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Freelancer Limited
ABN	66 141 959 042

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Simon Clausen
Date of last notice	15 November 2013

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving riseto the relevant interest.	Startive Holdings Limited (Startive) – Simon Clausen is the soledirector and shareholder of Startive.HSBC Custody Nominees (Australia) Limited – Simon Clausen is thebeneficial owner of fully paid ordinary shares held by HSBC CustodyNominees (Australia) Limited.Various – Simon Clausen has voting power of over 20% inFreelancer Limited, which has a relevant interest as a result ofvoluntary escrow arrangements over certain shares on issue at IPOand trading restrictions over shares issued under the Company’semployee share plan.
Date of change	29 November 2013

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to changeDirect holding in own name.Holding in Startive Holdings Limited.Various – Simon Clausen has voting powerof over 20% in Freelancer Limited, whichhas a relevant interest as a result ofvoluntaryescrowarrangementsovercertain shares on issue at IPO and tradingrestrictions over shares issued under theCompany’s employee share plan.	2,000,000 fully paid ordinary shares167,939,739 fully paid ordinary shares218,112,238 fully paid ordinary shares
Class	Fully paid ordinary shares
Number acquired	Nil
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide detailsand estimated valuation	Nil
No. of securities held after changeHolding in HSBC Custody Nominees(Australia) Limited as custodian for SimonClausen.Holding in Startive Holdings Limited.Various – Simon Clausen has voting powerof over 20% in Freelancer Limited, whichhas a relevant interest as a result ofvoluntaryescrowarrangementsovercertain shares on issue at IPO and tradingrestrictions over shares issued under theCompany’s employee share plan.	2,000,000 fully paid ordinary shares167,939,739 fully paid ordinary shares218,112,238 fully paid ordinary shares
Nature of changeExample:on-markettrade,off-markettrade,exercise of options, issue of securities underdividend reinvestment plan, participation in buy-back	Simon Clausen has appointed HSBC Custody Nominees (Australia)Limited as custodian of shares that were acquired by the Director atIPO. No change of beneficial ownership has occurred.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Name of registered holder(if issued securities)	N/A
Date of change	N/A
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3