FREELANCER LIMITED — Director's Dealing 2015

Apr 13, 2015

FREELANCER LIMITED ACN 141 959 042

No. of Pages Lodged: 7

14 April 2015

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:

1. an on-market purchase of 105,776 ordinary shares by Mr Simon Clausen.

2. an issue of 950,000 ordinary shares (ESP shares) to various other employees ( NOT Mr. Matt Barrie OR Mr. Simon Clausen ) in accordance with the Company’s Employee Share Plan (ESP) on 10 April 2015.

For the avoidance of doubt, other than the on-market purchases, each of Mr Clausen’s and Mr Barrie’s beneficial holdings in Freelancer shares remain unchanged.

Other than for on-market purchases, the notices are issued due to issuance of ESP shares to Freelancer’s other employees. These notices are only required because the directors have a relevant interest in all the ESP shares due to their greater than 20% shareholding in the Company.

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 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	25 March 2015

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.	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 trading restrictions over shares issued under the Company’s Employee SharePlan(ESP).
Date of change	1) 8 - 9 April 2015 2) 10 April 2015
No. of securities held prior to change 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 trading restrictions over shares issued under the ESP.	172,059,124 fully paid ordinary shares 7,427,833 fully paid ordinary shares
Class	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

Number acquired	1) 105,776 2) 950,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	1) $0.889 per share 2) $1.01 per share
No. of securities held after change 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 trading restrictions over shares issued under the ESP.	172,164,900 fully paid ordinary shares 8,377,833 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	1) On-market trade 2) Issue of fully paid ordinary shares in accordance with the terms of the ESP.

• 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	20 March 2015

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 trading restrictions over shares issued under the Company’s Employee SharePlan(ESP).
Date of change	10 April 2015
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 trading restrictions over shares issued under the ESP.	200,406,578 fully paid ordinary shares 108,000 fully paid ordinary shares 20,309 fully paid ordinary shares 7,027,833 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	Fully paid ordinary shares
Number acquired	950,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1.01 per share,
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 trading restrictions over shares issued under the ESP.	200,406,578 fully paid ordinary shares 108,000 fully paid ordinary shares 20,309 fully paid ordinary shares 7,977,833 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	Issue 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 shares issued under the ESP. For the avoidance of doubt, the Director’s beneficial holdings in Freelancer shares remain unchanged due to the issue of ESP shares to Freelancer employees.

• 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