FREELANCER LIMITED — Major Shareholding Notification 2013

Nov 14, 2013

603 page 1/2

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To: Company name/Scheme Freelancer Limited ACN/ARSN 141 959 042

1. Details of substantial holder (1)

Name Simon Clausen and Startive Holdings Limited and its related bodies ACN (if applicable)

The holder became a substantial holder on 13 November 2013

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Persons’ votes (5)	Voting power (6)
Ordinary shares	388,051,977	388,051,977	89.00%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Simon Clausen	Pursuant to s608(1) of the Corporations Act – registered holder	2,000,000 ordinary shares
Startive Holdings Limited	Pursuant to s608(1) of the Corporations Act – registered holder	167,939,739 ordinary shares
Simon Clausen	Pursuant to s608(3)(b) of the Corporations Act – SimonClausen controls Startive Holdings Limited	167,939,739 ordinary shares
Freelancer Limited	Pursuant to section 608(1)(c) of the Corporations Act -Freelancer has the power to control the disposal of theseshares by virtue of the voluntary escrow arrangements andtradingrestrictions entered into with the registered holders	386,051,977 ordinary shares
Startive Holdings Limited	Pursuant to section 603(3)(a) of the Corporations Act - StartiveHolding Limited has voting power of over 20% in FreelancerLimited	386,051,977 ordinary shares
Simon Clausen	Pursuant to section 608(3)(b) of the Corporations Act - SimonClausen controls Startive Holdings Limited	386,051,977 ordinary shares
Related bodies corporate ofStartive Holdings Limited	N/A	N/A

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registeredas holder (8)	Class and number of securities
Simon Clausen	Simon Clausen	Simon Clausen	2,000,000 ordinary shares
Simon Clausen andStartive Holdings Limited	Startive Holdings Limited	Startive Holdings Limited	167,939,739 ordinary shares
Simon Clausen, StartiveHoldings Limited andFreelancer Limited	Various	Various	386,051,977 ordinary shares

Form 603 - Simon Clausen etc (WM00955318-002).docx

603 page 2/2

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Simon Clausen, StartiveHoldings Limited andFreelancer Limited	9, 11, 14 October 2013and 13 November 2013	-	-	386,051,977 ordinary shares
Simon Clausen	13 November 2013	$1,000,000.00	-	2,000,000 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable)	Nature of association
Related bodies corporate of Startive Holdings Limited	By virtue of section 12(2)(a) of the Corporations Act.

7. Addresses

The addresses of the person named in this form are as follows:

7.AddressesThe addresses of the person named in this form are as follows:
Name	Address
Startive Holdings Limited and its related bodies corporate	c/- Freelancer Limited, Suite 52, Upper Deck, Jones Bay Wharf,26-32 Pirrama Road, Pyrmont, NSW 2009
Simon Clausen	c/- Freelancer Limited, Suite 52, Upper Deck, Jones Bay Wharf,26-32 Pirrama Road, Pyrmont, NSW 2009

Signature

print name Simon Clausen

Capacity Personal capacity and as a director of Startive Holdings Limited

sign here date 15 November 2013

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4)

  • The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7)

Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangements, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”. (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Form 603 - Simon Clausen etc (WM00955318-002).docx