FREELANCER LIMITED — Share Issue/Capital Change 2016

Jul 14, 2016

FREELANCER LIMITED ACN 141 959 042

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15 July 2016

The Manager Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

FREELANCER LIMITED (ASX:FLN): APPENDIX 3B & QUOTATION OF EMPLOYEE SHARE PLAN SHARES

Freelancer Limited (ASX:FLN) ( Company ) advises that the attached Appendix 3B relates to the quotation of 4,487,501 ordinary shares ( ESP shares ) already issued in accordance with the terms of the Company’s Employee Share Plan ( ESP ).

This quotation represents a parcel of shares issued to approximately 40 employees that are partially vested and continue to vest, or are imminently approaching their first vesting threshold.

Currently, any repayment of loans under the ESP triggers the requirement to lodge an individual Appendix 3B, resulting in frequent lodgement of forms relating to potentially very small parcels of shares.

This movement of shares from unquoted to quoted will result in fewer filings, and save the Company administrative costs in relation to quotation of existing unquoted ESP shares in parcels. All shares are fully paid ordinary shares.

Shares in this parcel were issued on an unquoted basis on dates between 20 February and 12 August 2015, at issue prices ranging from $0.66 per share to $1.40 per share. The attached Appendix 3B is in relation to the quotation of these shares, and does not represent the issuance of any new shares.

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

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Freelancer Limited

ABN

66 141 959 042

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary
	4,487,501
	Fully paid ordinary shares

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes
	1,066,667 at $0.66 per share 1,500,000 at $0.77 per share 745,834 at $1.01 per share 300,000 at $1.08 per share 875,000 at$1.40per share
	Quotation of existing unquoted incentive shares already issued to the Company’s employees under the Company’s Employee Share Plan
	No
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Not applicable	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	1,066,667 on 20 February 2015 1,500,000 on 10 March 2015 745,834 on 10 April 2015 300,000 on 3 June 2015 875,000 on 12 August 2015
	Number	+Class
	455,913,904 including the securities in Item 2 being quoted	Ordinary

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	2,896,459 being the balance of unquoted ESP post quotation of the securities in Item 2	Ordinary (subject to holding lock under Employee Share Plan)
	Not applicable

Part 2 - Pro rata issue

Items 11 to 33 are not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security)	4,487,501
	Quoted fully paid ordinary ESP (employee share plan) shares
	Yes (subject to holding lock under Employee Share Plan)
	This quotation represents a parcel of shares issued to approximately 40 employees that are partially vested and continue to vest, or are imminently approaching their first vesting threshold. Currently, any repayment of loans under the ESP triggers the requirement to lodge an individual Appendix 3B, resulting in frequent lodgement of forms relating to potentially very small parcels of shares. This movement of shares from unquoted to quoted will result in fewer filings, and save the Company administrative costs in relation to quotation of existing unquoted ESP shares in parcels. All shares are fully paid ordinary shares.

Number +Class 42 Number and +class of all 455,913,904 Ordinary +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

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Sign here: ......................................................... Date: 15 July 2016 (Company secretary) Print name: Neil Katz