FREELANCER LIMITED — Director's Dealing 2015

Mar 16, 2015

FREELANCER LIMITED ACN 141 959 042

No. of Pages Lodged:

17 March 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. the release of trading restrictions on 28,768 vested ESP shares for other employees ( NOT Mr Matt Barrie OR Mr Simon Clausen) . The release of trading restrictions arises upon vesting and repayment of the corresponding loans provided by the Company to finance the original purchase of ESP shares; and

2. an on-market purchase of 98,190 ordinary shares by Mr Simon Clausen.

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 and release of trading restrictions on the effected ESP shares held by 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	10 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.	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 trading restrictions over shares issued under the Company’s Employee SharePlan(ESP).
Date of change	(1) 10 – 16 March 2015 (2) 13 March 2015
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 trading restrictions over shares issued under the ESP.	167,939,739 fully paid ordinary shares 4,021,195 fully paid ordinary shares 8,956,042 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	(1) 98,190
Number disposed	(2) 28,768
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(1) $0.8472 per share (2) Nil
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 trading restrictions over shares issued under the ESP.	167,939,739 fully paid ordinary shares 4,119,385 fully paid ordinary shares 8,927,274 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) Release of trading restrictions on shares issued under the ESP – due to vesting and repayment of corresponding loans provided by the Company to finance the original purchase of ESP shares. 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	10 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	13 March 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 8,556,042 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	Nil
Number disposed	28,768
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
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 8,527,274 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	Release of trading restrictions on shares issued under the ESP – due to vesting and repayment of corresponding loans provided by the Company to finance the original purchase of ESP shares. 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 remainunchanged due to the release of trading restrictions on the effected ESP shares held by Freelancer’s 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