SEEK LIMITED — AGM Information 2007

Oct 7, 2007

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000001 000 SEK MR JOHN SMITH 1 F L A T 12 3 12 3 SA MP L E STRE E T THE SA MP L E HIL L SA MP L E E STA TE SA MP L E V IL L E V IC 3 0 3 0

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All correspondence to:

Computershare Investor Services Pty Limited G PO B ox 2 9 7 5 M elb ourne V ictoria 3 0 0 1 A ustralia E nq uiries (w ithin A ustralia) 1 3 0 0 8 5 0 5 0 5 (outside A ustralia) 6 1 3 9 4 1 5 4 0 0 0 F acsimile 6 1 3 9 4 7 3 2 5 0 0 w eb .q ueries@ computershare.com.au w w w .computershare.com

I1234567890

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SEK_PROXY_085514/000001/000001

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 000 SEK MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Securityholder Reference Number (SRN)

I1234567890

I 1234 5 6 7 8 90 I ND

I/W e being a member/s of SE E K L imited a nd entitled to a ttend a nd v ote hereby a p p oint

or fa iling the indiv idua l or body corp ora te na med, or if no indiv idua l or body corp ora te is na med, the C ha irma n of the M eeting , a s my/our p rox y to a ct g enera lly a t the meeting on my/our beha lf a nd to v ote in a ccorda nce w ith the follow ing directions (or if no directions ha v e been g iv en, a s the p rox y s ees fit) a t the A nnua l G enera l M eeting of SE E K L imited to be held a t T he L a ng ha m H otel, O ne Southg a te A v enue, Southba nk on T hurs da y 8 th of Nov ember 2 0 0 7 a t 3 .0 0 p m a nd a t a ny a djournment of tha t meeting .

IM P O R T A N T : FO R IT E M 4 B E L O W

If the C ha irma n of the M eeting is your nomina ted p rox y, or ma y be a p p ointed by defa ult, a nd you ha v e not directed your p rox y how to v ote on Item 4 below , p lea s e p la ce a ma rk in this box . B y ma rk ing this box you a ck now ledg e tha t the C ha irma n of the M eeting ma y ex ercis e your p rox y ev en if he ha s a n interes t in the outcome of tha t Item a nd tha t v otes ca s t by him, other tha n a s p rox y holder, w ould be dis reg a rded beca us e of tha t interes t. If you do not ma rk this box , a nd you ha v e not directed your p rox y how to v ote, the C ha irma n of the M eeting w ill not ca s t your v otes on Item 4 a nd your v otes w ill not be counted in comp uting the req uired ma jority if a p oll is ca lled on this Item. T he C ha irma n of the M eeting intends to v ote undirected p rox ies in fa v our of Item 4 .

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For A g a in s t A b s ta in * For A g a in s t A b s ta in
O rdina ry B us ines s Sp ecia l B us ines s
2 . Rumunera tion Rep ort 4 . Increa s e in Non-E x ecutiv e
D irectors ' remunera tion
3 . Re-election of D irector - M r 5 . A mendment to C ons titution
C J A nders en
. .
. .
----- End of picture text -----*

In a d d ition to th e in te n tion a d v is e d a b ov e , th e C h a irm a n of th e M e e tin g in te n d s to v ote u n d ire c te d p rox ie s in fa v ou r of e a c h of th e oth e r ite m s of b u s in e s s .

• If you ma rk the A bs ta in box for a p a rticula r item, you a re directing your p rox y not to v ote on your beha lf on a s how of ha nds or on a p oll a nd your v otes w ill not be counted in comp uting the req uired ma jority on a p oll.

In a d d ition to s ig n in g th e P rox y Form in th e a b ov e b ox (e s ) p le a s e p rov id e th e in form a tion b e low in c a s e w e n e e d to c on ta c t y ou .

S E K

1 9 P R

SEK_PROXY_085514/000001/000002/i

How to complete the Proxy Form

1 Y our 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.

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 V otes on Items of Business

Y ou 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 vote on that item will be invalid.

4 Appointment of a S econd Proxy

Y ou 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 P roxy F orm may be obtained by telephoning the company's Share registry or you may copy this form.

To appoint a second proxy you must:

(a) on each of the first P roxy F orm and the second P roxy F orm state the percentage of your voting rights or number of securities applicable to that 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. F ractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

5 S igning Instructions

Y ou 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 securityholders should sign.

P ower of Attorney: to sign under P ower of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the P ower of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. P lease 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 P roxy F orm (and any P ower 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 Thursday 8th of November 2007. Any P roxy F orm received after that time will not be valid for the scheduled meeting.

D ocuments may be lodged using the reply paid envelope or: IN P ERSON Share Registry Computershare Investor Services P ty Limited, Y arra F alls, 452 Johnston Street, Abbotsford V IC 306 7 Australia BY MAIL Share Registry Computershare Investor Services P ty Limited, GP O Box 242, Melbourne V IC 3001 Australia BY F AX 6 1 3 9 473 2555

SEEK Limited Notice of Annual General Meeting

NOTICE IS GIVEN that the Annual General Meeting of Shareholders of the Company will be held in Victoria at The Langham Hotel, One Southgate Avenue, Southbank, Victoria on Thursday 8 November 2007 at 3.00pm AEST.

Ordinary Business

1. Financial Report and Statements

To receive and consider the Financial Report of the Company and the Consolidated Financial Statements of the Company and the Company's controlled entities and Reports of the Directors’ and of the Auditor for the year ended 30 June 2007.

2. Remuneration Report

To receive, consider and adopt the Remuneration Report of the Company for the year ended 30 June 2007.

3. Re-election of Director

To consider the re-election of Mr CJ Andersen, who was appointed as a Director of the Company on 25 November 2004 and who retires by rotation in accordance with clause 24.1 of the Company’s Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election.

Special Business

4. Increase in Non-Executive Directors’ remuneration.

To consider, and if thought fit, pass the following resolution -

"That the maximum total remuneration to the Non-Executive Directors be increased from $500,000 per annum to an annual amount not exceeding $750,000 per annum (not including statutory superannuation payments) to be divided among the Non-Executive Directors in such proportions and manner as the Directors determine.

5. Amendment to Constitution

To consider, and if thought fit, pass the following special resolution -

"That the Constitution of the Company be amended in the following manner –

• (a) By re-inserting clause 13.6 after clause 13.5 –

• "13.6 Proportional takeover bid

  • (a) Subject to the Law, the Listing Rules, clause 13.7 and despite any other provision of this Constitution, if offers are made under a proportional takeover bid for Securities of the Company –

    • (i) the Directors shall refuse to register a transfer giving effect to a takeover contract for the bid unless and until a resolution (an " approving resolution ") to approve the bid is passed in accordance with the provisions of this clause; and

Notice of Annual General Meeting

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     - (ii) a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the bid was made, held bid class Securities is entitled to vote on an approving resolution; and

     - (iii) an approving resolution is to be voted on at a general meeting of the Company by the persons entitled to vote on the resolution, or in such other manner provided by the Law; and

     - (iv) an approving resolution that has been voted on is taken to have been passed if the proportion that the number of votes cast in favour of the resolution bears to the total number of votes cast on the resolution is greater than 50%, and otherwise is taken to have been rejected.

  - (b) For the purposes of clause 13.6(a), an approving resolution in relation to a proportional takeover bid must be passed before the 14th day before the last day of the bid period to be effective.

  - (c) The provisions of clauses 16 to 20 (inclusive) of this Constitution and the Law that applies to general meetings of the Company have effect, with such modifications as the circumstances may require, to a meeting called and held under clause 13.6 (a).".

• (b) By re-inserting clause 13.7 after clause 13.6 –

• "13.7 Period of effect of proportional takeover bid provisions

  • Clause 13.6 ceases to have effect on the third anniversary of the date of passing of the special resolution to insert that clause in the Company's Constitution, or its last renewal, in accordance with the Law and, in the event that the Law is amended to remove the requirement to periodically renew that clause, this clause 13.7 shall cease to have any effect.".

By Order of the Board

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Ian J McAuliffe Company Secretary 25 September 2007

1. Material accompanying this notice

• (1) If you have elected the option to receive a printed copy of the Annual Report, it is enclosed. The Annual Report comprises the Financial Report of the Company and the Consolidated Financial Statements of the Company and the Company's controlled entities and Reports of the Directors and Auditor. The Remuneration Report forms part of the Directors Report.

• (2) If you have elected not to receive a printed copy, the Annual Report can be accessed at www.seek.com.au/investor/reports.ascx

• (3) Explanatory Notes relating to the business set out in this Notice. Terms used in this Notice (including the resolutions set out in this Notice) have, unless otherwise defined, the same meanings set out in the Explanatory Notes.

• (4) Proxy Form.

Notice of Annual General Meeting

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2. Voting and required majority

• (1) Items 2, 3 and 4

Subject to paragraph 3 below, in accordance with section 249HA of the Corporations Act for each of these resolutions to be effective -

• (a) each resolution must be passed at a meeting of which not less than 28 days written notice specifying the intention to propose the resolutions has been given (unless consent to short notice has been received); and

• (b) each resolution must be passed by more than 50% of all the votes cast by Shareholders entitled to vote on the resolutions (whether in person or by proxy, attorney or representative).

• (2) Item 5

In accordance with sections 9 and 249HA of the Corporations Act for this special resolution to be effective -

• (a) the special resolution must be passed at a meeting of which not less than 28 days written notice specifying the intention to propose the special resolution has been given (unless consent to short notice has been received) and this Notice must set out the resolution; and

• (b) the special resolution must be passed by not less than 75% of all the votes cast by Shareholders entitled to vote on the special resolution (whether in person or by proxy, attorney or representative).

• (3) On a show of hands, subject to paragraph 3 below, every Shareholder has one vote and, on a poll, every Shareholder has one vote for each fully paid Ordinary Share held.

3. Voting Exclusion Statement

• (1) In accordance with the ASX Listing Rules, except as provided in paragraph (2) below, the Company will disregard votes cast on resolution 4, by any Director and any of their respective associates.

• (2) The Company will not disregard a vote if it is cast –

• (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) by the Chairman of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Notes

• (1) Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 the Company has determined that, for the purposes of this Meeting, all Ordinary Shares in the Company will be taken to be held by the persons registered as Shareholders at 3.00pm AEST on Tuesday, 6 November 2007 (" Effective Time ").

• (2) All Shareholders as at the Effective Time are entitled to attend and vote at this Meeting and may appoint a proxy for that purpose.

Notice of Annual General Meeting

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• (3) A proxy need not be a Shareholder of the Company.

• (4) The Proxy Form sent to you with this Notice should be used for this Meeting.

• (5) Each Shareholder who is entitled to cast 2 or more votes at this Meeting, may appoint 2 proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder’s votes each proxy may exercise, then each proxy will be entitled to exercise half of the votes. An additional Proxy Form will be supplied by the Company on request.

• (6) Shareholders wishing to appoint a proxy should read the instructions on the enclosed Proxy Form carefully and then complete and return the Proxy Form to the Company by the due date and time set out in sub-paragraph (9) below and the Proxy Form.

• (7) Any Shareholder may appoint an attorney to act on his or her behalf and the power of attorney, or a certified copy, must be received by the Company as specified in sub-paragraph (9) below.

• (8) Any corporation which is a Shareholder of the Company may appoint a representative to act on its behalf. Appointments of representatives must be received by the Company as set out in subparagraph (9) below at any time before the time of the Meeting, or adjourned meeting, or handed in at the Meeting.

• (9) Proxies and powers of attorney granted by Shareholders must be received by the Company by no later than 3.00pm AEST on Tuesday, 6 November 2007 at –

• (a) the Company's Share Registry in Australia – Computershare Investor Services Pty. Limited, GPO Box 242, Melbourne, Victoria, 3001;

or

• (b) by fax at the Company's Share Registry – fax number +61 3 9473 2555.

SEEK Limited Explanatory Notes

1. Ordinary Business

(1) Item 1 - Financial Reports and Statements

As required by the Corporations Act, the Financial Report, Financial Statements, Directors’ Report and Auditor’s Report of the Company and the Company’s controlled entities for the most recent financial year will be laid before the AGM.

(2) Item 2: Remuneration Report

The Corporations Act requires the Company to include in the Directors’ Report a separate section, referred to as the remuneration report (“ Remuneration Report ”). The Remuneration Report includes information on a number of issues relating to the Company’s remuneration policy and its relationship to the Company’s performance.

In accordance with the Corporations Act, the Chairman will give Shareholders a reasonable opportunity to ask questions about, or comment on, the Remuneration Report and a resolution will be put to Shareholders to adopt the Remuneration Report. Shareholders should note that the vote on this resolution is advisory only and is not binding on the Board.

(3) Item 3: Re-election of Director

Mr CJ (Chris) Anderson, aged 62 years, joined the Board in 2004. Chris has a Bachelor of Economics degree from the University of Sydney and is a graduate of the Advanced Management Program at Columbia University, New York. He is currently on the board of Publishing and Broadcasting Limited, Foxtel, Fox Sports, ninemsn and Hoyts. Chris was the CEO of Optus for seven years and prior to joining Optus was also the Group Chief Executive of Television New Zealand, Managing Editor of the Australian Broadcasting Corporation and CEO of John Fairfax Limited.

The continuing Directors unanimously recommend that you vote in favour of this resolution to re-elect Mr CJ Anderson.

2. Special Business

(1) Item 4: Increase in Non-Executive Directors’ remuneration

(a) Background

Item 4 in the Notice of AGM seeks approval to increase the maximum total remuneration payable to Non-Executive Directors by $250,000 per annum to an annual amount not exceeding $750,000 per annum. No Executive Director receives directors’ fees.

The maximum total remuneration payable to Non-Executive Directors currently stands at $500,000 per annum (not including statutory superannuation payments).

To ensure that the Company is able to attract and retain a Board comprised of the best available talent, the remuneration payable to Non-Executive Directors needs to be in line with the market. The Board has carefully reviewed director’s remuneration in order to bring it in line with other non-executive remuneration policies for comparable listed entities on the ASX. There has been no increase in the directors’ remuneration limit since the company listed on the ASX in April 2005.

The Board’s approach to the remuneration of Non-Executive Directors is set out in more detail in the Remuneration Report referred to in paragraph 1(2) above.

Attachment A

Page 2

(b) Details of the increase to the Non-Executive Directors’ remuneration

It is proposed that the maximum limit of the Non-Executive Directors’ remuneration be increased by $250,000 per annum, so that the new maximum limit is $750,000 per annum (not including statutory superannuation payments).

(d) Shareholder approval

Shareholders are asked to approve this resolution in accordance with clause 22.7(a) of the Company’s constitution and ASX Listing Rule 10.17.

(e) Recommendation

The Directors recommend that you vote in favour of this resolution. As stated in the Notice of AGM, any votes cast in respect of this resolution by any Director, or associate of any Director, will be disregarded except as stated in the Notice of AGM.

(2) Item 5: Amendment to constitution

(a) Background

Item 5 set out in the Notice of AGM seeks approval, by special resolution, to the proposed amendments to the Company's constitution.

The changes proposed to the Company's constitution consist of the renewal of the proportional takeover approval provisions.

The Company’s constitution was adopted on 11 March 2005, prior to admission to the official list of ASX. The Corporations Act provides that a provision of this nature ceases to apply at the end of 3 years but may be renewed for a further period of 3 years. The takeover approval provisions will expire on 11 March 2008 unless renewed prior to that date with the approval of Shareholders. Details with respect to the proportional takeover approval provisions are set out below.

(b) Proportional takeover approval provisions

This provision in the Company’s constitution enables the Company to refuse to register a transfer of shares acquired under a proportional takeover bid, unless a resolution is passed by Shareholders approving the bid. The provisions of the Corporations Act dealing with the effect of proportional takeover approval provisions have effect despite anything in the ASX Listing Rules, the operating rules of ASX, the Company’s constitution or any agreement.

A proportional takeover bid is defined to mean an off-market bid for a specified proportion of the Company's Securities in a class of Securities (defined in the Corporations Act as the " bid class ").

In considering this amendment to the Company's constitution, the following should be noted –

• (i) The effect of the provision is that if a proportional takeover bid is made for the Company, a share transfer to the bidder cannot be registered until the bid is approved by Shareholders, in general meeting.

• (ii) The resolution to approve the bid must be considered at a meeting held more than 14 days before the bid closes and, in default, the bid is taken to have been approved.

Attachment A

Page 3

• (iii) If the resolution to approve the bid is passed, transfer forms pursuant to the bid may be registered but if the resolution is not passed, the bid is taken to have been withdrawn.

• (iv) Under the current provisions of the Corporations Act, the provision will need to be renewed every three years and, unless renewed by further special resolution in general meeting, will cease to apply. The provision must be renewed in the same manner as if reinserted into the constitution.

• (v) The provision does not apply, or have any effect on, a full takeover bid.

• (vi) Shareholders who, together, hold not less than 10% in number, of the issued Securities in a class of Securities in the Company to which the provisions apply may, within 21 days after the Company purports to alter its constitution by renewing its proportional takeover approval provisions, apply to the Court to have the renewal set aside to the extent to which it relates to that class of Securities. However, the Court must be satisfied that it is appropriate, in all the circumstances, to do so.

This amendment is being put to Shareholders as the Directors consider that Shareholders should be able to vote on whether a proportional takeover bid should be permitted to proceed. A proportional takeover bid could have the effect of enabling control of the Company to change without giving Shareholders an opportunity to dispose of all of their Securities for a satisfactory control premium.

The provision will enable the Directors to determine the views of the Company's Shareholders in respect of a proportional takeover bid and will ensure that Shareholders have an opportunity to consider the bid and vote on it at a general meeting.

The renewal of the proportional takeover approval provisions in the Company's constitution is likely to reduce the possibility of the Company becoming a target of a proportional takeover. A provision of this type could be considered to constitute an additional restriction on the ability of the Company's Shareholders to freely deal with their respective shares in the capital of the Company.

The Directors of the Company will remain free to make a recommendation to Shareholders as to whether a proportional takeover bid should or should not be accepted but the proposed amendment to the Company's constitution will, as stated above, ensure that for the bid to proceed, Shareholders must approve the proportional takeover.

At the date of the Notice of AGM which these Explanatory Notes accompany, no Director of the Company is aware of any proposal by any person to acquire, or to increase the extent of, a substantial shareholding in the Company.

(b) Shareholder approval

Shareholders are asked to pass this resolution as a special resolution pursuant to section 136 of the Corporations Act .

(c) Recommendation

The Directors recommend that you vote in favour of resolution 6 set out in the Notice of AGM.

Attachment A

Page 4

3. Inspection of documents

A copy of the Company’s existing constitution will be made available to Shareholders free of charge or can be inspected at the registered office of the Company at Level 2, 3 Wellington Street, St Kilda, Victoria during normal business hours prior to the AGM and a copy will also be available for inspection at the AGM.

Attachment A

Page 5

GLOSSARY OF TERMS

AEST	means Australian Eastern Summer Time
AGM	means the annual general meeting of the Company to be held on Thursday
	8 November 2007 at 3.00pm AEST..
ASIC	means the Australian Securities and Investments Commission
ASX	means ASX Limited (ABN 98 008 624 691)
Board	means the board of Directors of the Company
Company	means SEEK Limited (ABN 46 080 075 314)
Corporations Act	means the_Corporations Act 2001_(Cth)
Listing Rules	means the listing rules of the ASX, as amended from time to time
Ordinary Share	means a fully paid ordinary share in the capital of the Company
Non-Executive Director	means a director who is not employed full time and does not take part in the
	day to day operations of the Company
Shareholders	means all the members of the Company who are registered as holders of one or
	more Ordinary Share(s)

Attachment A

Page 6

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