FREELANCER LIMITED — Director's Dealing 2018

Jan 1, 2018

FREELANCER LIMITED ACN 141 959 042

No. of Pages Lodged: 6

2 January 2018

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 Appendix 3Y notices for Robert Matthew Barrie and Darren Williams, as required under Listing Rule 3.19A regarding the buy-back and cancellation of 900,000 fully paid ordinary shares ( ESP Shares ) in accordance with the Company’s Employee Share Plan ( ESP ).

There was no cash outlay by the Company for the buy-back of the ESP shares as loans were made by the Company to the Directors to fund the original purchase of ESP shares and those loans were extinguished in full by the return and cancellation of the shares.

Yours faithfully

Freelancer Limited

==> picture [65 x 59] intentionally omitted <==

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	Robert Matthew Barrie
Date of last notice	13 November 2017

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.	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 Share Plan (ESP).
Date of change	22 December 2017
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.	191,835,150 fully paid ordinary shares 1,197,727 fully paid ordinary shares 148,309 fully paid ordinary shares 9,089,060 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	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$0.00
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.	191,435,150 fully paid ordinary shares 1,197,727 fully paid ordinary shares 148,309 fully paid ordinary shares 7,516,467 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 400,000 fully paid ordinary shares (ESP Shares) in accordance with the Company’s Employee Share Plan (ESP) being the prices 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.

• 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	Darren Williams
Date of last notice	16 October 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
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	N/A
Date of change	22 December 2017
No. of securities held prior to change	11,127,165 fully paid ordinary shares
Class	Fully paid ordinary shares
Number acquired	Nil
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$0.00 per share
No. of securities held after change	10,627,165 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 500,000 fully paid ordinary shares (ESP Shares) in accordance with the Company’s Employee Share Plan (ESP) being the prices at which the ESP shares were issued, and satisfied by the extinguishment of corresponding loans from the Company provided tofund the originalpurchase oftheESPshares.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

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.

Appendix 3Y Page 2

01/01/2011