SEEK LIMITED — AGM Information 2005

Oct 6, 2005

SEEK Limited (sek)

ABN 46 080 075 314 Level 2, 3 Wellington Street St Kilda Vic 3182

7 October 2005

Companies Announcement Office Australian Stock Exchange Ltd 20 Bridge Street Sydney NSW 2000

Dear Sirs

Notice of Annual General Meeting and Proxy Form

Attached is the Notice of Annual General Meeting and Proxy form, which will be mailed to SEEK Limited shareholders today, together with the 2005 SEEK Limited Annual Report (which was notified to the ASX on 29 September 2005).

Yours faithfully

San de hubiffe

Ian Mc Auliffe Company Secretary

All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2555 www.computershare.com

000001 Եվկելվելելի, թերեկնային $\frac{000}{\text{SEK}}$ MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Shareholder

I have pleasure in inviting you to attend the Company's first Annual General Meeting following listing on the Australian Stock Exchange Ltd. The meeting will be held at the Stamford Plaza Melbourne, 111 Little Collins Street, Melbourne, Victoria on Wednesday, 9 November 2005 at 3.00 pm. I have enclosed the Notice of Meeting, which sets out the items of business.

If you are attending this meeting, please bring this letter with you to facilitate registration and admission to the meeting.

If you are unable to attend the meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided or faxed to our share registry on 61 3 9473 2555 so that it is received by no later than 3.00 pm on Monday, 7 November 2005.

Corporate shareholders will be required to complete a "Certificate of Appointment of Representative" to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company's share registry.

I also enclose the 2005 Annual Report (unless you have indicated you did not want to receive this document). An electronic copy of the 2005 Annual Report is available on the Company's website: www.seek.com.au/investor

I look forward to your attendance at the meeting.

Yours sincerely

Mr James Packer Chairman

Encl:

Notice of Annual General Meeting Wednesday 9 November 2005

Notice is hereby given that the Annual General Meeting of the shareholders of SEEK Limited ("Company") will be held at the Stamford Plaza Melbourne, 111 Little Collins Street, Melbourne, Victoria on Wednesday, 9 November 2005 at 3.00 pm.

Business:

Item 1 Accounts and Reports

To receive and consider the financial report of the Company for the financial year ended 30 June 2005 together with the directors' report and auditors' reports for the financial year ended 30 June 2005.

Item2 Remuneration Report

To adopt the Remuneration Report for year ending 30 June 2005, which forms part of the directors' report.

To elect Directors Item 3

In accordance with the Company's Constitution and the Listing Rules of the Australian Stock Exchange Ltd:

• Mr A R Bassat retires by rotation and offers himself for re-election; $(a)$
• Mr M M Rockman retires by rotation and offers himself for re-election; $(b)$
• Mr R C G Watson retires by rotation and offers himself for re-election; $(c)$
• $(d)$ Mr C B Carter having been appointed by the Board on 22 March 2005 retires and offers himself for election: and
• Mr N G Chatfield having been appointed by the Board on 9 June 2005 retires and offers himself for $(e)$ election.

Dated this 7th day of October 2005

By order of the Board

Iam Me haliffe

I McAuliffe Company Secretary

NOTES

Voting entitlements

The Board has determined, in accordance with the Company's Constitution and the Corporations Regulations 2001, that a shareholder's voting entitlement at the meeting will be taken to be the entitlement of that person shown in the register of members as at 7.00pm (Melbourne time) on Monday 7 November 2005.

Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The proxy form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, by post at GPO Box 242. Melbourne Victoria 3001 or by facsimile to Computershare on +61 3 9473 2555 no later than 48 hours before the commencement of the meeting.

Item 2 - Remuneration Report

The Directors' Report for the year ended 30 June 2005 contains a Remuneration Report, which sets out the policy for the remuneration of the directors and the company secretary. The Corporations Act requires that a resolution that the Remuneration Report be adopted. The Corporations Act expressly provides that the vote is advisory only and does not bind the directors or the Company.

Item 3 - Election of Directors

Mr A Bassat. Mr Rockman and Mr Watson retire by rotation in accordance with the Company's constitution. Each of these directors offers themselves for re-election.

Mr Carter was appointed a director on 22 March 2005 and Mr Chatfield was appointed a director on 9 June 2005, In accordance with the Company's constitution, Mr Carter and Mr Chatfield hold office only until the next Annual General Meeting. Mr Carter and Mr Chatfield offer themselves for election as directors.

The Board recommends that shareholders vote in favour of the resolutions electing or re-electing each of Messrs A Bassat. Rockman, Watson, Carter and Chatfield as a director.

The following information has been provided by each candidate in support of their election or re-election as a director.

Andrew Bassat - Executive Director and Co-Founder.

Andrew Bassat leads SEEK's Strategy and Business Development team and is responsible for overall strategic direction, progress of expansion opportunities, acquisitions, strategic alliances with key partners and online marketing. Andrew is also responsible for SEEK Learning Pty Ltd. a wholly-owned subsidiary of the Company. Prior to co-founding SEEK, Andrew was a management consultant with Booz Allen and Hamilton where he was involved in a wide range of strategic assignments for major Australian and International corporations. He previously worked as a solicitor for Corrs Chamber Westgarth. Andrew holds a Bachelor of Science (Computer Science) degree from the University of Melbourne, a Bachelor of Laws (Honours) degree from Monash University and a Master of Business Administration degree from Melbourne Business School.

Matthew Rockman - Executive Director and Co-Founder.

In his role as Director of Sales. Matthew Rockman is responsible for driving the sales effort and managing SEEK's relationship with customers. He leads a team of account and sales managers across London, New Zealand and five states of Australia. Matthew's focus is on growing SEEK's market position and on both delivering and adding value to customers' businesses. Before co-founding SEEK. Matthew was Director of the Northrock group of companies, and the Sales and Marketing Director for Rockman's Regency Hotel. He played a strategic role in acquisitions and property developments, and using innovative sales and marketing strategies was responsible for positioning Rockman's Regency Hotel as one of the pre-eminent hotels in Australia. Matthew holds a Bachelor of Business (Banking and Finance) degree from Monash University.

Bob Watson - Independent Non-executive Director.

Bob Watson has over 20 years of executive management experience in the information technology and recruitment industries. His various roles have included Chief Executive Officer of Mayne Nickless Computer Services, Data Sciences International (in the UK) and Lend Lease Employer Services. Bob was also the Australasian CEO for Adecco, the world's (and Australia's) largest recruitment and labour contracting agency. Bob is currently Executive Chairman of listed biotechnology company Cytopia Limited and a director of several private companies.

Colin Carter - Independent Non-executive director.

Colin Carter has an extensive consulting background in organisation and business strategy and he is a former Senior Vice-President of, and is currently a senior adviser to, The Boston Consulting Group. His interests also include corporate governance issues and in recent years Colin has carried out Board performance reviews for a number of companies as well as co-authoring a top-selling book on Boards. Back to the Drawing Board. He is a Non-executive director of two public companies - Origin Energy Limited and Wesfarmers Limited. Colin is also a Commissioner of the Australian Football League. a director of the Melbourne 2006 Commonwealth Games Corporation and Chairman of Indigenous Enterprise Partnerships. Colin has a Bachelor of Commerce degree from Melbourne University and an MBA from Harvard Business School where he graduated with distinction and as a Baker scholar.

Neil Chatfield - Independent Non-executive director.

Neil Chatfield has extensive experience in financial management, capital markets, mergers and acquisitions, and risk management. Neil has a Masters of Business in Finance and Accounting, as well as post-graduate studies in information technology and accounting, and is a Fellow of the Australian Society of Certified Practicing Accountants and a Member of the Australian Institute of Company Directors. Neil is currently Director and Chief Financial Officer of Toll Holdings Limited which is Australia's leading provider of integrated transport and logistics services.

000001 000 SEK MR JOHN SMITH 1

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I/We being a member/s of SEEK Limited and entitled to attend and vote hereby appoint

OR

FLAT 123

Appointment of Proxy

the Chairman

of the Meeting

(mark with an 'X')

All correspondence to:

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2555 www.computershare.com

Securityholder Reference Number (SRN)

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

For

888

Against

Ahstain

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to ad generally at the meeting on my/our behalf and to vote in accordance with

Voting directions to your proxy - please mark

to indicate your directions

• Item 2 To adopt the Remuneration Report for year ending 30 June 2005
• To re-elect Mr A R Bassat as a Director Ifem 3 a)
• Ifem $3h$ To re-elect Mr M M Rockman as a Director
• To re-elect Mr R C G Watson as a Director Ifem 3 c)
• Item 3 d) To elect Mr C B Carter has a Director
• Item 3 e) To elect Mr N G Chatfield as a Director

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

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		Securityholder 2	.

Securityholder 3

Sole Director and Sole Company Secretary

In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.

Contact Name

Contact Daytime Telephone

Date

330

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Director/Company Secretary

How to complete the Proxy Form

1 Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\mathbf{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your yote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that $(a)$ form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(b)$ return both forms together in the same envelope.

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have notpreviously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this formwhen you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, aSole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Directoror a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 3.00pm on Wednesday, 9 November 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON	Registered Office - Level 2, 3 Wellington St, St Kilda Victoria 3182
	Share Registry - Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford Victoria 3067
BY MAIL	Registered Office - Level 2, 3 Wellington St, St Kilda Victoria 3182
	Share Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia
BY FAX	61 3 9473 2555