FREELANCER LIMITED — Director's Dealing 2014

Jun 19, 2014

FREELANCER LIMITED ACN 141 959 042

No. of Pages Lodged:

20 June 2014

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

Dear Sir/Madam

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

Please find enclosed two Appendix 3Y notices, as required under Listing Rule 3.19A(2) for Mr Simon Clausen and Mr Matt Barrie.

The notices are in respect of the buy-back and cancellation of 1,011,364 fully paid ordinary shares in accordance with the Company’s Employee Share Plan ( ESP ).

Each of Mr Clausen’s and Mr Barrie’s relevant interests in Freelancer shares are affected due to the directors each having voting power of over 20% in Freelancer Limited, which has a relevant interest over shares issued under the ESP.

Each of Mr Clausen’s and Mr Barrie’s beneficial holdings in Freelancer shares remain unchanged notwithstanding the buy-back and cancellation of ESP shares.

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	13 June 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 the relevant interest.	Startive Holdings Limited (Startive) is the registered holder. The Director 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 held by HSBC Custody Nominees (AUS) Limited. Various – The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of voluntary escrow arrangements over certain shares on issue at IPO and trading restrictions over shares issued under the Company’s Employee SharePlan(ESP).
Date of change	19 June 2014

• 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 change Holding in Startive Holdings Limited. Holding in HSBC Custody Nominees (AUS) Limited as custodian for the Director. Various – The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of voluntary escrow arrangements over certain shares on issue at IPO and trading restrictions over sharesissued undertheESP.	167,939,739 fully paid ordinary shares 2,696,224 fully paid ordinary shares 219,662,238 fully paid ordinary shares
Class	Fully paid ordinary shares
Number acquired	Nil
Number disposed	(1) 511,364 (2) 500,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(1) $0.50 per share, being the price at which the ESP shares were issued, and satisfied by the extinguishment of corresponding loans from the Company provided to fund the original purchase of the ESP shares. (2) $1.54 per share, being the price at which the ESP shares were issued, and satisfied by the extinguishment of corresponding loans from the Company provided to fund the original purchase oftheESPshares.
No. of securities held after change Holding in Startive Holdings Limited. Holding in HSBC Custody Nominees (AUS) Limited as custodian for the Director. Various – The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of voluntary escrow arrangements over certain shares on issue at IPO and trading restrictions over shares issued under the ESP.	167,939,739 fully paid ordinary shares 2,696,224 fully paid ordinary shares 218,650,874 fully paid ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Buy-back and cancellation of fully paid ordinary shares in accordance with the terms of the ESP. The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of trading restrictions over sharesissued undertheESP.

• 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 which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

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	Robert Matthew Barrie
Date of last notice	13 June 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	Direct and indirect interests
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Infilsec Pty Ltd (Infilsec) is the registered holder. The Director is the sole director and shareholder of Infilsec. Taipan Investment Management Pty Ltd (Taipan) is the registered holder. The Director is the sole director and shareholder of Taipan. Various – The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of voluntary escrow arrangements over certain shares on issue at IPO and trading restrictions over shares issued under the Company’s Employee SharePlan(ESP).
Date of change	19 June 2014

• 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 change Direct holding. Holding in Infilsec Pty Ltd. Holding in Taipan Investment Management Pty Ltd. Various – The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of voluntary escrow arrangements over certain shares on issue at IPO and trading restrictions over sharesissued undertheESP.	200,406,578 fully paid ordinary shares 40,000 fully paid ordinary shares 20,309 fully paid ordinary shares 187,195,399 fully paid ordinary shares
Class	Fully paid ordinary shares
Number acquired	Nil
Number disposed	(1) 511,364 (2) 500,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(1) $0.50 per share, being the price at which the ESP shares were issued, and satisfied by the extinguishment of corresponding loans from the Company provided to fund the original purchase of the ESP shares. (2) $1.54 per share, being the price at which the ESP shares were issued, and satisfied by the extinguishment of corresponding loans from the Company provided to fund the original purchase oftheESPshares.
No. of securities held after change Direct holding. Holding in Infilsec Pty Ltd. Holding in Taipan Investment Management Pty Ltd. Various – The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of voluntary escrow arrangements over certain shares on issue at IPO and trading restrictions over shares issued under the ESP.	200,406,578 fully paid ordinary shares 40,000 fully paid ordinary shares 20,309 fully paid ordinary shares 186,184,035 fully paid ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Buy-back and cancellation of fully paid ordinary shares in accordance with the terms of the ESP. The Director has voting power of over 20% in Freelancer Limited, which has a relevant interest as a result of trading restrictions over sharesissued undertheESP.

• 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 which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3