FREELANCER LIMITED — Share Issue/Capital Change 2014

Oct 28, 2014

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29 October 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): LISTING RULE 7.1 & 3.10.3: NOTICE OF PROPOSED SECURITIES ISSUE (EMPLOYEE SHARES OUTSIDE ESP)

Freelancer Limited (ASX:FLN) ( Freelancer or the Company ) has agreed to issue incentive shares to senior management personnel. The agreement to issue shares, if applicable conditions for issue are met, was made outside of the Company’s existing Employee Share Plan ( ESP ) and therefore utilises the Company’s available capacity to issue shares without shareholder approval under Listing Rule 7.1.

For the purpose of Listing Rule 3.10.3, the following details are provided:

Information required by Listing Rule 3.10.3	Information from Freelancer
Class of securities to be issued	Fully paid ordinaryshares in Freelancer(Shares)
Maximum number of securities to be issued	1,733,333 Shares
Principal terms of the securities to be issued	The issue of Shares will occur in several tranches. Each tranche is conditional upon the respective personnel being in on-going employment and is not subject to any other vesting conditions. The issue of Shares in each tranche will occur as follows:  325,000 Shares to be issued on 1 July 2015;  433,333 Shares to be issued on 1 July 2016;  433,333 Shares to be issued on 1 July 2017;  433,333 Shares to be issued on 1 July 2018; and  108,334 Shares to be issued on 1 October 2018. The new Shares will rank equally with existing ordinary shares in Freelancer.
Issue price or consideration	The issue price of each tranche will be the 5 day volume weighted average price of Freelancer’s shares on the date of issue of the Shares.
Purpose of the issue	Employee incentive shares.
Whether the entity will seek security holder approval in relation to the proposed issue of securities	Freelancer will not seek security holder approval for the issue of Shares.
Whether the issue will be to a class of security holders	The issue is not to a class of security holders.

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Yours faithfully Freelancer Limited

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Neil Katz Company Secretary

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