FREELANCER LIMITED — Director's Dealing 2014

Dec 30, 2014

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	17 December 2014

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	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to therelevant interest.	Startive Holdings Limited (Startive) is the registered holder. TheDirector is the sole director and shareholder of Startive.HSBC Custody Nominees (AUS) Limited is the registered holder.The Director is the beneficial owner of fully paid ordinary shares heldby HSBC Custody Nominees (AUS) Limited.Various – The Director has voting power of over 20% in FreelancerLimited, which has a relevant interest as a result of tradingrestrictions over shares issued under the Company’s EmployeeSharePlan(ESP).
Date of change	23 December 2014
No. of securities held prior to changeHolding in Startive Holdings Limited.Holding in HSBC Custody Nominees (AUS)Limited as custodian for the Director.Various – The Director has voting power ofover 20% in Freelancer Limited, which hasa relevant interest as a result of tradingrestrictions over shares issued under theESP.	167,939,739 fully paid ordinary shares3,460,261 fully paid ordinary shares6,301,317 fully paid ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Class	Class	Class	Fully paid ordinary shares	Fully paid ordinary shares	Fully paid ordinary shares	Fully paid ordinary shares	Fully paid ordinary shares
Number acquired				22,413
Number disposed				Nil
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation				$0.55 per share
	ote: I constimated v	sideration is non-cash, provide dealuation	ails and
NHHLVoarE	o. of solding	ecurities held after chin Startive Holdings Lim	angeited.	16	7,939,739 fully paid	ordinary shares
	oldingimited	in HSBC Custody Nomias custodian for the Dir	nees (AUS)ector.	3,4	82,674 fully paid or	dinary shares
	ariousver 20releva	– The Director has votin% in Freelancer Limited,nt interest as a result of	g power ofwhich hastrading	6,3	01,317 fully paid or	dinary shares
	estrictioSP.	ns over shares issued	under the
Nature of changeExample: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy-back				O	kt td
	ature of changexample: on-market trade, off-market trade, eptions, issue of securities under dividend reinrticiation in bu-back		xercise ofvestment plan,		-mare rae

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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
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 in relation to whichthe interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and anestimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

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