All correspondence to:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 [email protected] www.computershare.com

Dear Shareholder

I have pleasure in inviting you to attend our Annual General Meeting

The meeting will be held in Victoria at The Langham Hotel, Swanston Room, One Southgate Avenue, Southbank Melbourne on Thursday, 6 November 2008 at 3 pm AEDT. I have enclosed the Notice of Annual General 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 pm on Tuesday, 4 November 2008.

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 2008 Annual Report (where you have indicated you wished to receive this document). An electronic copy of the 2008 Annual Report is available on the Company's website: www.seek.com.au.

I look forward to your attendance at the meeting.

Yours sincerely

Mr James Packer Chairman

Encl:

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, Swanston Room, One Southgate Avenue, Southbank Melbourne on Thursday, 6 November 2008 at 3 pm AEDT.

Ordinary Business

$\mathbf{1}$ Financial Reports

To receive and consider the Financial Report of the Company and the consolidated financial statements of the Company and the Company's controlled entities, the Directors' Report and the Auditor's Report for the year ended 30 June 2008.

$2.$ Remuneration Report

To receive, consider and adopt the Remuneration Report of the Company for the year ended 30 June 2008.

$3.$ Election of Directors

In accordance with the Company's Constitution and Listing Rule 14.4:

$(a)$ Mr Andrew Bassat retires by rotation and, being eligible, offers himself for re-election.
$(b)$ Mr Colin Bruce Carter retires by rotation and, being eligible, offers himself for re-election.
Mr Neil Gregory Chatfield retires by rotation and, being eligible, offers himself for $(c)$ re-election.
$(d)$ Mr Robert Charles Gregory Watson retires by rotation and, being eligible, offers himself for re-election.

Special Business

$\overline{\mathbf{4}}$ . Issue of Securities to Executive Director - Mr Andrew Bassat

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

"That, for the purpose of Listing Rule 10.14, approval be given to -

the grant of 1,045,530 Options to Mr Andrew Bassat, an Executive Director and joint $(a)$ Chief Executive Officer of the Company; and
$(b)$ on the valid exercise of the Options by Mr Andrew Bassat, the issue to him of fully paid Ordinary Shares,

in accordance with the terms of the Company's Performance Rights and Option Plan ("Plan") and the Company's Long Term Incentive Arrangements ("LTI Arrangements") as set out in the Explanatory Notes which accompany the Notice of AGM.".

5. Issue of Securities to Executive Director - Mr Paul Bassat

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

"That, for the purpose of Listing Rule 10.14, approval be given to -

$(a)$ the grant of 1,045,530 Options to Mr Paul Bassat, an Executive Director and joint Chief Executive Officer of the Company; and
on the valid exercise of the Options by Mr Paul Bassat, the issue to him of fully paid $(b)$ Ordinary Shares.

in accordance with the terms of Plan and the LTI Arrangements as set out in the Explanatory Notes which accompany the Notice of AGM.".

By Order of the Board

Me huliffe

Ian J McAuliffe Company Secretary 23 September 2008

$\mathbf{1}$ . Defined Terms

Capitalised terms used in this Notice (including those used in the items set out in this Notice) have, unless otherwise defined, the same meanings set out in the Explanatory Notes attached to this Notice.

$2.$ Material accompanying this notice

The following materials accompany this Notice:

$(a)$ the Financial Report of the Company and the consolidated financial statements of the Company and the Company's controlled entities, Directors' Report including the Remuneration Report and the Auditor's Report, if you have elected to receive a printed copy and have not withdrawn that election;
$(b)$ the Explanatory Notes setting out details relevant to the business set out in this Notice; and
$(c)$ a Proxy Form.

$3₁$ Voting and required majority

Items 2 to 5 (inclusive)

In accordance with section 249HA of the Corporations Act for each of these resolutions to be effective -

$(i)$ not less than 28 days written notice specifying the intention to propose the resolutions has been given; and
$(ii)$ 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).

On a show of hands, every Shareholder has one vote and, on a poll, every Shareholder has one vote for each Ordinary Share held.

$4.$ Voting Exclusion Statement

In accordance with the Listing Rules, the Company will disregard any votes cast on:

resolution 4 by Mr Andrew Bassat, any of his associates and each other Executive $(a)$ Director and their respective associates; and
$(b)$ resolution 5 by Mr Paul Bassat, any of his associates and each other Executive Director and their respective associates,

unless the vote is cast by:

a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
by the Chairman of the Meeting as proxy for a person who is entitled to vote, in $\bullet$ accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Shareholders Eligible to Vote

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 the Board has determined that, for the purposes of the AGM, all Ordinary Shares in the Company will be taken to be held by the persons registered as Shareholders at 3 pm AEDT on Tuesday, 4 November 2008 (the "Effective Time").

6. Proxies and Representatives

All Shareholders at the Effective Time who are entitled to attend and vote at the AGM $(a)$ may appoint a proxy for that purpose.
$(b)$ A proxy need not be a Shareholder of the Company.
$(c)$ The Proxy Form accompanying this Notice should be used.
$(d)$ Each Shareholder who is entitled to cast 2 or more votes at the AGM, may appoint up to 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, each proxy will be entitled to exercise half of the votes. An additional Proxy Form will be supplied by the Company on request.
$(e)$ Shareholders wishing to appoint a proxy should read the instructions on the Proxy Form carefully and then complete and return the Proxy Form to the Company by the due date and time set out in clause 6(h) below and the Proxy Form.
$(f)$ Any Shareholder may appoint an attorney to act on the Shareholder's behalf. The power of attorney, or a certified copy of it, must be received by the Company as set out in clause 6(h) below.
Any corporation which is a Shareholder of the Company may appoint a representative to $(g)$ act on its behalf. Appointments of representatives must be received by the Company as set out in clause 6(h) below at any time before the time of the AGM, or adjourned meeting, or at the meeting.
$(h)$ Proxies and powers of attorney granted by Shareholders must be received by the Company by no later than the Effective Time:
$(i)$ at the Company's share registry in Australia - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, 3001; or
by fax at the Company's share registry $-$ fax number 1800 783 447 (within $(i)$ Australia) and +61 3 9473 2555 (outside Australia).

SEEK LIMITED EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL MEETING

1. General

$(a)$ These Explanatory Notes contain information relevant to the business referred to in the Notice of SEEK Limited (the "Company") which they accompany. Shareholders are encouraged to read these Explanatory Notes carefully before the AGM.
Capitalised terms used in these Explanatory Notes have the meanings set out in the Glossary of $(b)$ Terms located at the end of this document.
$(c)$ Further details relating to each item in the Notice are set out below.

$2.$ Business

$(a)$ Item 1 - Financial Reports

The Financial Report, Directors' Report and Auditor's Report of the Company and the Company's controlled entities for the year ended 30 June 2008 will be laid before the AGM, as required by the Corporations Act. This item does not require a formal resolution to be put to the meeting.

The Chairman will give Shareholders the opportunity to ask the Auditor questions relevant to the Auditor's Report or conduct of the audit. If a Shareholder wishes to put written questions to the Auditor, a Shareholder is entitled to submit questions relevant to the content of the Auditor's Report or the conduct of the audit, in writing, to the Company, up to five business days before the AGM. The Company will pass the questions on to the Auditor before the AGM. The Auditor may, but is not obligated to, answer any written or oral questions that are put to the Auditor by Shareholders,

The Financial Report, Directors' Report and Auditor's Report are available for Shareholders to access and download from the Company's website at www.seek.com.au/investor/reports.ascx.

$(b)$ Item 2: Remuneration Report

The Remuneration Report (which forms part of the Directors' Report) is required to include discussion on a number of issues relating to remuneration policy and its relationship to the Company's performance.

As required under the Corporations Act, a resolution will be put to Shareholders to adopt the Remuneration Report. Shareholders should be aware that the vote on this resolution is advisory only and is not binding on the Board.

Item 3: Election of Directors $(c)$

Mr Andrew Bassat is a co-founder and an executive Director and leads the Company's strategy and business development team. He is responsible for overall strategic direction, progress of expansion opportunities, acquisitions, strategic alliances with key partners and online marketing. Mr Andrew Bassat is also responsible for the SEEK Learning business of the SEEK Group, which comprises online and classroom education and training. Prior to co-founding the Company, he 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 and prior to that worked as a solicitor for Corrs Chamber Westgarth.

Mr Colin Carter was appointed to the Board in 2005. Mr Carter is a member of the Remuneration Committee. He is an independent non-executive Director and has had extensive

experience advising on corporate strategy and corporate governance and his consultancy career has included major projects in Australia and overseas. Mr Colin Carter had a management consulting career as a partner with The Boston Consulting Group and is now a senior adviser to that firm. In recent years his consulting work has involved board performance reviews for a number of companies as well as co-authoring a top-selling book on boards, Back to the Drawing Board. Mr Colin Carter is a non-executive director of Wesfarmers Limited. He is Chairman of Indigenous Enterprise Partnerships as well as of The AFL Foundation .He is a director of The Cape York Institute and of World Vision Australia. He has previously been a non-executive director of Origin Energy Ltd and Fosters Limited.

Mr Neil Chatfield was appointed to the Board in 2005. Mr Chatfield is the Chairman of the Audit and Risk Management Committee. He is an independent non-executive Director and has extensive experience in financial management, capital markets, mergers and acquisitions, and risk management. Mr Neil Chatfield is a Fellow of the Australian Society of Certified Practicing Accountants and a Fellow of the Australian Institute of Company Directors. He has recently resigned as a director and chief financial officer of Toll Holdings Limited, positions he held for 10 years and 11 years respectively. Toll is Australia's leading provider of integrated transport and logistics services. He is also the Chairman of Virgin Blue Holdings Limited.

Mr Robert Watson was appointed to the Board in 1999. Mr Watson is Deputy Chairman of the Board, Chairman of the Remuneration Committee and a member of the Audit and Risk Management Committee. He is an independent non-executive Director and has more than 20 years experience as chief executive officer and at board level in the information technology industry. Mr Robert Watson has been the chief executive officer of Mayne Nickless Computer Services, Data Sciences International (in the UK) and Lend Lease Employer Services. He has significant experience in mergers and acquisitions and capital raising, and was also the Australasian chief executive officer for Adecco, the world's (and Australia's) largest recruitment and labour contracting agency. In addition, he has founded and developed several very successful private businesses. Mr Watson is currently non-executive Chairman of ASX Listed Cytopia Limited.

Recommendation

The continuing Directors unanimously support the re-election of Mr Andrew Bassat, Mr Colin Carter, Mr Neil Chatfield and Mr Robert Watson.

$(d)$ Items 4 & 5: Issue of Options to Executive Directors $\&$ joint Chief Executive Officers

$(i)$ Background

Resolutions 4 and 5 set out in the Notice seek Shareholder approval to the grant of Options to Mr Andrew Bassat and Mr Paul Bassat, being Executive Directors and joint Chief Executive Officers of the Company, for the purpose of Listing Rule $10.14.$

On 31 July 2008 the Company announced that, in accordance with the terms of the Plan, it had invited both Mr Andrew Bassat and Mr Paul Bassat to participate in the Company's long-term incentive arrangements ("LTI Arrangements") by offering each of them rights to acquire Ordinary Shares if certain performance conditions are achieved. The invitation made to Mr Andrew Bassat and Mr Paul Bassat is conditional on Shareholder approval.

The Board established the Plan prior to the Company's admission to the official list of ASX. The Plan plays an important part of the Company's approach to the remuneration, motivation, reward and retention of key employees of the Company.

Further information about the Company's approach on remuneration can be found in the Remuneration Report.

The Company's initial public offer prospectus set out the terms of the Plan which was originally developed in conjunction with independent remuneration consultants and was approved by the Board in March 2005. The terms of the Plan were amended on 27 June 2008 to give the Company the flexibility to either issue new Ordinary Shares or acquire them on market to satisfy its obligations on the exercise of Options and to apply disposal restrictions on the Ordinary Shares issued under the Plan as the Board considers appropriate from time to time.

The Board believes that the grant of Options to Mr Andrew Bassat and Mr Paul Bassat is consistent with the Company's remuneration policies and objectives, reflect good market practice in executive remuneration and more effectively aligns the interests of Mr Andrew Bassat and Mr Paul Bassat with those of the Company.

$(ii)$ Level of participation by Mr Andrew Bassat and Mr Paul Bassat

Mr Andrew Bassat and Mr Paul Bassat participate in a separate employment and options agreement contract covering the period 1 January 2005 to 1 January 2009. The Board considered that the Joint Chief Executive Officers should participate in employment and options contracts on a similar basis and conditions as the other senior executives in the business. The Joint CEO's remuneration has been transitioned from 1 January review dates to 30 June reviews and as their participation in their current long term incentive arrangement is to finish 1 January 2009 their proposed new LTI Arrangement is being transitioned to the SEEK Performance Rights and Options Plan, which is the Plan used to provide the Company's senior management with long term incentives. The proposed issue of Options to the Joint CEO's recognises the transition from a January 2009 vesting date to the normal 30 June 2009 year end date.

If Shareholder approval is received, the Company will grant 1,045,530 Options to Mr Andrew Bassat and 1,045,530 Options to Mr Paul Bassat on the terms and conditions of the Plan and the LTI Arrangements, details of which are summarised in paragraph 2(d)(iii) below.

The Options will be held in trust by the trustee of the SEEK Employee Share Trust ("Trust"), CPU Share Plans Pty Limited, on the terms and conditions of the Plan and the trust deed establishing the Trust.

Each of Mr Andrew Bassat and Mr Paul Bassat currently hold 787,500 existing options and directly and indirectly, through entities associated with them, hold 11,215,337 Ordinary Shares. At the date of the Notice, they each have a relevant interest in 4.12% of the total voting rights in the Company, on a fully diluted basis, If Shareholder's approve the grant of these Options to Mr Andrew Bassat and Mr Paul Bassat and these Options are exercised by each of them, based on the total number of Ordinary Shares as at the date of the Notice including each other's Options their respective relevant interests in the Company will increase to 4.5%. on a fully diluted basis.

$(iii)$ Key terms of Options

$(a)$ The Options will be issued to each of Mr Andrew Bassat and Mr Paul Bassat for no cash consideration as soon as possible after the AGM if Shareholders approve this resolution. In any event the Options will be issued no later than 12 months after the date of the AGM.

$(b)$ 50% of the Options (522,765) granted to each of Mr Andrew Bassat and Mr Paul Bassat will be subject to the Company's relative TSR ("TSR Options"). The remaining 50% of the Options (522,765) granted to each of Mr Andrew Bassat and Mr Paul Bassat will be subject to the Company's earnings per share growth ("EPS Options").
$(c)$ The TSR Options and EPS Options granted to each of Mr Andrew Bassat and Mr Paul Bassat will be performance tested as at three separate dates (each a "Testing Date") over three successive years as follows:
25% (261,382.5) of the total number of Options on 30 June 2009; (being 12.5% TSR and 12.5% EPS);
25% (261,382.5) of the total number of Options on 30 June 2010 (being 12.5% TSR and 12.5% EPS); and
50% (522,765) of the total number of Options on 30 June 2011 (being 25% TSR and 25% EPS),

and, as at each Testing Date, it will be necessary to round up or round down any fraction of an Option but there will be no change to the total number of Options issued to each of Mr Andrew Bassat and Mr Paul Bassat.

$(d)$ If the Company achieves the performance targets set by the Board in respect of the TSR Options and the EPS Options, a specified percentage of the TSR Options and EPS Options will vest and be capable of exercise.
$(e)$ The percentage of TSR Options capable of exercise by each of Mr Andrew Bassat and Mr Paul Bassat will be determined by calculating the Company's TSR in accordance with the TSR Formula over the relevant performance period ("Relevant Period") and measuring the Company's TSR over the Relevant Period against the TSR of the Peer Group.
$(f)$ If the Company's TSR relative to the Peer Group TSR over the Relevant Period is ranked below the 50th percentile, TSR Options will not be capable of exercise.
$\left( \rho \right)$ TSR Options will be capable of exercise in tranches if the Company's TSR relative to the Peer Group TSR over the Relevant Period is ranked at or above the 50th percentile as follows:
at the 50th percentile, 50% of the vested TSR Options will be capable of exercise;
above the 50th percentile but below the 75th percentile, 50% of the $\bullet$ vested TSR Options plus an additional 2% (or part thereof) for every percent (or part of a percent) that the Company's TSR relative to the Peer Group over the Relevant Period exceeds the 50th percentile will be capable of exercise; and
at or above the 75th percentile, 100% of the vested TSR Options will be capable of exercise.
$(h)$ The percentage of EPS Options capable of exercise by each of Mr Andrew Bassat and Mr Paul Bassat will be determined by reference to the earnings per share of the Company ("EPS") during the Relevant Period.
$(i)$ For the purpose of paragraph $2(d)(iii)(h)$ above, the increase in EPS will be calculated by dividing the net profit after tax attributable to equity holders of the Company during the Relevant Period (excluding any costs of servicing equity other than Ordinary Shares) by the weighted average number of Ordinary Shares outstanding during the Relevant Period, adjusted for bonus elements in Ordinary Shares issued during that time.
$(i)$ Minimum and maximum EPS targets for the Options have been set for each of the 3 years of the vesting period. The target for the third year, namely the year ended 30 June 2011, has been set at a minimum aggregate growth rate over the three year period of 47.0% and a maximum aggregate growth rate over the 3 year period of 58.6%.
$(k)$ EPS Options will not be capable of exercise if at the relevant Testing Date the minimum target EPS aggregate growth rate has not been achieved:
$(1)$ EPS Options will be capable of exercise in tranches if at the relevant Testing Date the EPS target for the Relevant Period has been achieved or exceeded as follows:
if EPS is equal to the minimum target, 50% of the vested EPS Options will be capable of exercise;
if EPS is equal to or exceeds the maximum target, 100% of the vested Options will be capable of exercise
If the EPS is between the minimum and maximum targets, vested Options will be capable of exercise on a pro-rata basis between 50% and 100%.
$(m)$ The performance conditions applying to TSR Options and EPS Options will be tested only once, and any TSR Options or EPS Options that do not meet the relevant performance conditions will lapse at the end of the relevant Performance Period and will not be re-tested.
$(n)$ On the valid exercise of a vested Option, Mr Andrew Bassat and Mr Paul Bassat will be entitled to receive one Ordinary Share.
The exercise price of each vested Option is \$5.29 being the volume weighted $(0)$ average price of the Company's Ordinary Shares traded on ASX on the 28 days up to but not including 1 July 2008.
Subject to the performance conditions being satisfied and subject to $(p)$ paragraph 2(d)(iii)(r) Options may, unless otherwise waived by the Board, be exercised as follows:
25% on 30 June 2009; or
25% on 30 June 2010; or
the remaining 50% on 30 June 2001.
$(q)$ Unless the Board of the Company determines otherwise, Options will not be transferable, nor quoted on ASX and will otherwise be issued on the terms set out in the Plan and the LTI Arrangements.
$(r)$ Options will automatically lapse if
either Mr Andrew Bassat or Mr Paul Bassat (as the case requires) cease to be employed by the Company; or
Options remain unexercised after five years from the date of grant.
$(s)$ Ordinary Shares issued on the valid exercise of Options will rank, in all respects, equally with all other Ordinary Shares on issue.
$(t)$ If there is a reorganisation of the Company's capital, the Options terms (including the exercise price or the number of Ordinary Shares that can be acquired on the exercise of an Option) will be adjusted, pursuant to the Listing Rules, to the extent necessary to reflect the effects of the reorganisation.

$(i)$ Additional information

The Listing Rules require that this Notice including the following additional information.

Non-executive Directors are not eligible to participate in the Plan, or any other employee incentive or performance plan of the Company. As a result the only Directors entitled to participate are Mr Andrew Bassat and Mr Paul Bassat.

Details of securities issued under the Plan, including the Options to Mr Andrew Bassat and Mr Paul Bassat, will be published in the annual financial report of the Company relating to the financial year in which they are issued. Any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the Plan after the AGM, and who are not named in the Notice, will not participate until Shareholder approval is obtained.

At the date of the Notice, there are 514,810 options issued to senior executives of the Company under the terms of the Plan. Details of securities on issue under all the Company's employee incentive schemes are set out in the Remuneration Report and notes to the financial statements which form part of the Financial Report.

$(iii)$ Shareholder approval

Shareholders are asked to approve the grant of the Options to Mr Andrew Bassat and Mr Paul Bassat in accordance with Listing Rule 10.14.

$(iv)$ Recommendation

The Directors, other than Mr Andrew Bassat and Mr Paul Bassat, recommend that you vote in favour of these resolutions.

Inspection of documents $3.$

A copy of the Company's existing constitution and the Plan will be made available to Shareholders free of charge or can be inspected at the registered office of the Company at Level 6, 541 St Kilda Road, Melbourne, Victoria during normal business hours prior to the AGM and a copy will also be available for inspection at the AGM.

$\sim$

GLOSSARY OF TERMS

AEDT	means Australian Eastern Daylight Time.
AGM	means the annual general meeting of the Company to be held on Thursday, 6 November 2008 at 3 pm AEDT.
ASX	means ASX Limited ACN 008 624 691.
Auditor	means the auditor of the Company.
Auditor's Report	means the report of the Auditor regarding its audit of the Company, and its controlled entities which accompanies the Financial Report.
Board	means the board of Directors of the Company
Company	means SEEK Limited ACN 080 075 314.
Corporations Act	means the Corporations Act 2001 (Cth).
Director	means a director of the Company.
Directors' Report	means the report of the Directors which accompanies the Financial Report.
Explanatory Notes	means the notes contained in this document that provide details of the business to be considered at the AGM.
Financial Report	means the annual financial report of the Company, and its controlled entities, for the year ending on 30 June 2008.
Listing Rules	means the listing rules of the ASX, as amended from time to time.
LTI Arrangements	has the meaning in paragraph $2(d)(i)$ of the Explanatory Notes.
Notice of AGM	means the notice of AGM of the Company accompanying these Explanatory Notes and "Notice" has the same meaning.
Options	means options to acquire Ordinary Shares in accordance with the terms of the Plan.
Ordinary Shares	means a fully paid ordinary shares in the capital of the Company.
Peer Group	means a group of peer companies in the S&P/ASX 200 index, excluding companies classified according to the global industry classification standards (known as GICS) in the energy industry sector, metals and mining sector and the real estate sector.
Plan	means the SEEK Performance Rights and Option Plan established by the Board on 22 March 2005.
Relevant Period	has the meaning in paragraph 2(d)(iii)(e) of the Explanatory Notes.
Remuneration Report	means the remuneration report of the Company that forms part of the Directors' Report.

Ŀ.

Shareholder	means a holder of one or more Ordinary Shares.
TSR	means the Company's total shareholder return calculated in accordance with the TSR Formula in respect of each Relevant Period.
TSR Formula	means the following formula used to calculate the Company's TSR:
	$TSR =$ (Testing Date price - 1 July 2008 price) + value of reinvested dividends 1 July 2008 price

$\bar{\mathcal{A}}$

000001 000 SEK MR SAM SAMPLE FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

$\bowtie$ By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

江 For your vote to be effective it must be received by 3.00pm Tuesday 4 November 2008

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power 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. Please sign in the appropriate place to indicate the office held.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form $\rightarrow$

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: 19999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Proxy Form to indicate your directions Please mark Appoint a Proxy to Vote on Your Behalf XХ I/We being a member/s of Seek Limited hereby appoint Section of the box blank if the Chairman you have selected the Chairman of the $OR$ Meeting. Do not insert your own name(s). of the meeting 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 act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of SEEK Limited to be held in Victoria at The Langham Hotel, Swanston Room, One Southgate Avenue, Southbank Melbourne on Thursday, 6 November 2008 at 3.00pm and at any adjournment of that meeting. PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your Items of Business behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. Algerain ço ^t ltem 2 To adopt the Remuneration Report Item 3a To re-elect Mr Andrew Bassat as a Director Item 3b To re-elect Mr Colin Bruce Carter as a director Item 3c To re-elect Mr Neil Gregory Chatfield as a director Item 3d To re-elect Mr Robert Charles Gregory Watson as a director Item 4 Issue of Options to Mr Andrew Bassat Item 5 Issue of Options to Mr Paul Bassat	MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030	Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.	I 9999999999 I ND

	STEP ₁



	STEP ₂

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

Director	Director/Company Secretary
	Date
	Contact Daytime Telephone