SEEK LIMITED — AGM Information 2009

Oct 22, 2009

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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 web.queries@computershare.com.au www.computershare.com

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SEEK Limited Notice of Annual General Meeting

NOTICE IS GIVEN that the Annual General Meeting of Shareholders of the Company will be held in River Room 3, Crown Melbourne 8 Whiteman Street, Southbank, Melbourne on Monday, 30 November 2009 at 3 pm AEDT.

Ordinary Business

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 2009.

2.

Remuneration Report

To receive, consider and adopt the Remuneration Report of the Company for the year ended 30 June 2009.

3. Election of Directors

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

• (a) An election of directors is required each year.

• (b) No director is required to seek re-election by rotation, and therefore in accordance with the Company’s Constitution Colin Carter has nominated for re-election and, being eligible, offers himself for re-election.

Special Business

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 559,212 Options to Mr Andrew Bassat, an Executive Director and joint Chief Executive Officer of the Company and 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 Plan and the Company’s 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 the grant of 559,212 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 Ordinary Shares in accordance with the terms of the Company’s Plan and the Company’s LTI Arrangements as set out in the Explanatory Notes which accompany the Notice of AGM.".

Notice of Annual General Meeting

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6. Issue of Securities to Executive Director in 2010 - 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 Options or performance rights to Mr Andrew Bassat, an Executive Director and joint Chief Executive Officer of the Company, in respect of the financial year ending 30 June 2011, on the terms described in the Explanatory Notes which accompany the Notice of AGM.".

7. Issue of Securities to Executive Director in 2010 - 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 the grant of Options or performance rights to Mr Paul Bassat, an Executive Director and joint Chief Executive Officer of the Company, in respect of the financial year ending 30 June 2011, on the terms described in the Explanatory Notes which accompany the Notice of AGM.".

By Order of the Board

Ian J McAuliffe Company Secretary 23 October 2009

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.

3. Voting and required majority

Items 2 to 7 (inclusive)

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

Notice of Annual General Meeting

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• (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:

• (a) resolutions 4 & 6 by Mr Andrew Bassat, any of his associates and any other Director and their respective associates (except if ineligible to participate in any employee incentive scheme in relation to the Company); and

• (b) resolutions 5 &7 by Mr Paul Bassat, any of his associates and any other Director and their respective associates (except if ineligible to participate in any employee incentive scheme in relation to the Company),

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 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 p.m.AEDT on Saturday, 28 November 2009 (the " Effective Time ").

6.

Proxies and Representatives

• (a) All Shareholders at the Effective Time who are entitled to attend and vote at the AGM 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.

Notice of Annual General Meeting

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• (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.

• (g) 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 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) by mail at the Company's share registry in Australia – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, 3001; or

• (ii) by fax at the Company's share registry – fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

• (iii) for Intermediary Online subscribers only (custodians) - electronically by visiting www.intermediaryonline.com.

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 .

• (b) Capitalised terms used in these Explanatory Notes have the meanings set out in the Glossary of 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 2009 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.

(c) Item 3: Election of Directors

Mr Colin Carter was appointed to the Board in 2005 and is an independent non-executive Director. Mr Carter has been a member of the company’s Remuneration Committee since 2005. He has had extensive experience advising on corporate strategy and corporate governance and his consultancy career has included major projects in Australia and overseas. Mr 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 The AFL Foundation, a director of Indigenous Enterprise Partnerships as well as a director of The Cape York Institute and of World Vision Australia, and a director of the Geelong Football Club. He has previously been a non-executive director of Origin Energy Ltd and Fosters Limited.

Explanatory Notes to Notice of Annual General Meeting

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Recommendation

The continuing Directors unanimously support the election of Mr Colin Carter.

• (d) Items 4 & 5: Issue of Options to Executive Directors & joint Chief Executive Officers for the financial year ending 30 June 2010

• (i) Background

Details of the Executive Directors remuneration for the financial year ended 30 June 2009, are set out in the Remuneration Report section of the Annual Report.

The remuneration package for each of the Executive Directors for the 2010 financial year comprises the following components:

Fixed Remuneration (base salary) $550,000 Long Term Incentive (share options) $850,000 Total $1,400,000

The Executive Directors do not receive any short term cash bonuses, and have not received any fixed or long-term incentive (" LTI ") increases from 1 July 2009, following a Board decision to freeze remuneration for the financial year ending 30 June 2010 (" FY2010 ").

The number of Options to be granted to the Executive Directors is calculated by dividing the LTI value of $850,000 by the independently assessed option value ascribed to each option of $1.52.

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 (" Joint CEO's ") of the Company, for the purpose of Listing Rule 10.14.

On 14 July 2009 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 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 section of the SEEK Limited Annual Report 2009.

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.

Explanatory Notes to Notice of Annual General Meeting

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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, reflects 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.

The approval of this issue of Options will also align the LTI arrangements of the Executive Directors and Joint CEO’s with the LTI arrangements of all other senior management, setting common targets, vesting dates and performance hurdles.

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

If Shareholder approval is received, the Company will grant 559,212 Options to Mr Andrew Bassat and 559,212 Options to Mr Paul Bassat on the terms and conditions of the Plan and the LTI arrangements, details of which are summarised in paragraph (iii) below.

Each of Mr Andrew Bassat and Mr Paul Bassat currently hold 1,636,993 existing options and directly and indirectly, through entities associated with them, hold 12,712,613 Ordinary Shares. At the date of the Notice, they each have a relevant interest in 4.3% 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 4.4% 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 (279,606) 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 (279,606) 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 at 30 June 2012 (“ Testing Date ”).

• (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.

Explanatory Notes to Notice of Annual General Meeting

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• (g) 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 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 (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.

• (j) EPS Targets for the options have been set by the Board for the Relevant Period. The EPS targets are based on achieving an aggregate EPS target over the 3 year period. Minimum and maximum EPS Targets 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 2012, has been set at a minimum aggregate growth rate over the three year period, of 38 % and a maximum aggregate growth rate, over the 3 year period, of 49 %.

• (k) EPS Options will not be capable of exercise if at the Testing Date the minimum target EPS aggregate growth rate has not been achieved.

• (l) EPS Options will be capable of exercise in tranches if at the Testing Date the EPS target for the Relevant Period has been achieved or exceeded as follows:

• if EPS is equal to the minimum EPS 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 options will be capable of exercise

• if the EPS aggregate is between the minimum and maximum targets, they will be entitled to exercise 50% of the EPS Options plus an additional 1% for every additional $0.001 above the minimum EPS aggregate target.

Explanatory Notes to Notice of Annual General Meeting

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• (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.

• (o) Any shares provided on the exercise of these 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.

• (p) The exercise price of each vested Option is $4.10 being the volume weighted average price of the Company’s Ordinary Shares traded on ASX on the 28 days up to but not including 1 July 2009.

• (q) Subject to the performance conditions being satisfied and subject to paragraph (iii)(s) Options may, unless otherwise waived by the Board, be exercised on 1 July 2012 at the earliest.

• (r) 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.

• (s) 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.

• (t) Ordinary Shares issued on the valid exercise of Options will rank, in all respects, equally with all other Ordinary Shares on issue.

• (u) 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.

(iv) Additional information

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

Non-executive Directors are not eligible to participate in the Plan, or any other SEEK Limited share option or performance rights plan. 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.

Explanatory Notes to Notice of Annual General Meeting

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Since the date of the last approval, being the AGM held 6 November 2008, 1,045,530 Options have been issued to each of Mr Andrew Bassat and Mr Paul Bassat. 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.

(v) 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.

(vi) Recommendation

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

(e) Items 6 & 7: Issue of Options to Executive Directors & Joint CEO's for the financial year ending 30 June 2011

(i) Background

If approved by Shareholders, Resolutions 6 & 7 will bring the Executive Directors and Joint CEO’s LTI arrangements into alignment with other senior executives and senior management of the Company. However, there is a disconnect between the accounting valuation obtained for the Options or Performance Rights issued to senior management around 30 June each year and the valuation of the Executive Directors Options which are not issued until approved by Shareholders at the AGM, some four to five months later.

The Board wishes to achieve certainty and consistency around the Option valuation, which is reflected in the financial statements as all vesting periods and testing dates commence from 1 July each year for all participants in the Plan. A requirement for two separate valuations will also result in additional and unnecessary costs to the Company in obtaining additional valuations from independent expert advisers.

Shareholders are asked to approve the grant to each of Mr Andrew Bassat and Mr Paul Bassat of Options or Performance Rights up to a value based on a predetermined formula in accordance with the terms of the Plan for the financial year ending 30 June 2011 in accordance with ASX Listing Rule 10.14.

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

If Shareholder approval is received, the Board will grant Options or Performance Rights to Mr Andrew Bassat and Mr Paul Bassat on or about 1 July 2010 (but no later than 12 months after the AGM). The formula for calculating the actual number of Options or Performance Rights to be granted to each Executive Director and Joint CEO will be the LTI value for the financial year ending 30 June 2011 (" FY2011 ") divided by the independently assessed estimated fair value of each Option or Performance Right, as determined at the date of grant.

The LTI value for FY2011 will be calculated by applying the ratio of 850,000:550,000 to the fixed remuneration for FY2011. (That ratio is the ratio of the FY2010 LTI value of $850,000 to the FY2010 fixed remuneration of $550,000). Any increase in fixed remuneration for the FY2011 year will result in a corresponding increase in LTI value.

Explanatory Notes to Notice of Annual General Meeting

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Both the amount of any increase in fixed remuneration for the FY2011 year, and the independently assessed estimated fair value of each Option or Performance Right as at the date of grant (which will be on or about 1 July 2010) are currently unknown. In any case, for the purpose of ASX Listing Rule 10.15, the maximum number of Options or Performance Rights that may be acquired by each of Mr Andrew Bassat and Mr Paul Bassat is 800,000.

The exercise price of each Option granted on vesting or on becoming exercisable, will be the volume weighted average price of the Company’s Ordinary Shares traded on ASX on the 28 days up to but not including 1 July 2010.

The allocation of the performance target hurdles will be 50% TSR and 50% EPS and Options will vest or Performance Rights become exercisable accordingly (as noted at paragraph 2(d)(iii) in respect of items 4 and 5 set out in the Notice. The calculation basis will remain the same, and the Relevant Period, TSR Formula date and other applicable dates will change to reflect the new issue date). The Testing Date will be 30 June 2013.

The Board will set the EPS minimum and maximum performance targets for the FY2011 grant at the time of issue of the Options or Performance Rights.

Details of all Options and Performance Rights granted to the Executive Directors and Joint CEO's will be advised to the ASX separately from the Options and Performance Rights and Options issued to other senior executives and senior management.

(iii) Additional information

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

No Director other than Mr Andrew Bassat and Mr Paul Bassat is eligible to participate in the issue of Options or Performance Rights under the Plan.

No Directors other than Mr Andrew Bassat and Mr Paul Bassat have received Options or Performance Rights under the Plan since the Company's 2008 annual general meeting.

Since the date of the last approval, being the AGM held 6 November 2008, 1,045,530 Options have been issued to each of Mr Andrew Bassat and Mr Paul Bassat.

On satisfaction of the vesting conditions and performance hurdles, each of Mr Andrew Bassat and Mr Paul Bassat will be entitled to exercise each Option or Performance Right and be issued with one Ordinary Share, subject to the terms of issue of the Options or Performance Rights relating to a reorganisation of the Company's capital.

Any new executive Directors will not be entitled to participate in the Plan until Shareholder approval is obtained under ASX Listing Rule 10.14.

Details of Options or Performance Rights issued under the Plan in any financial year will be published in the Company's annual report and that approval to the issue was obtained under ASX Listing Rule 10.14.

Explanatory Notes to Notice of Annual General Meeting

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(iv) Shareholder approval

Shareholders are asked to approve the grant of the Options or Performance Rights to Mr Andrew Bassat and Mr Paul Bassat for FY2011 in accordance with Listing Rule 10.14.

(v) Recommendation

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

3. Inspection of documents

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.

Glossary of Terms

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GLOSSARY OF TERMS

AEDT	means Australian Eastern Daylight Saving Time.
AGM	means the annual general meeting of the Company to be held on Monday,
	30 November 2009 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 2009.
Listing Rules	means the listing rules of the ASX, as amended from time to time.
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 under the terms of the Plan.
Ordinary Shares	means a fully paid ordinary share 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.
Performance Right	means a right to acquire an Ordinary Share, subject to satisfaction of performance
	hurdles and other vesting conditions as determined by the Board, in accordance with
	the terms of the Plan.
Plan	means the Company’s Performance Rights and Option Plan established by	the Board
	on 22 March 2005 (as amended from time to time).
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.
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:
	⎢⎣ ⎡ + = price 2009 July 1 reinvested of value price) 2009 July 1 - price Date (Testing TSR	dividends	⎥⎦ ⎤

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Lodge your vote:

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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 Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

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For your vote to be effective it must be received by 3.00pm (AEDT) Saturday 28 November 2009

How to Vote on Items of Business

Signing Instructions

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

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

Appointment of Proxy

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

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.

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.

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.

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.

A proxy need not be a securityholder of the Company.

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.

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Turn over to complete the form

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

www.investorcentre.com

Your secure access information is:

Review your securityholding

Update your securityholding

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

102965_6_Proxy_Runons/000001/000001

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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.

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Seek Limited hereby appoint

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the Chairman OR of the Meeting

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 at Crown Melbourne, River Room 3, 8 Whiteman Street, Southbank Victoria on Monday, 30 November 2009 at 3.00pm (AEDT) and at any adjournment of that meeting.

Important for Items 4, 5, 6 & 7: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Items 4, 5, 6 & 7 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 4, 5, 6 & 7 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 4, 5, 6 & 7 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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

Items of Business

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ORDINARY BUSINESS

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Item 2 Adoption of the Remuneration Report Item 3 Re-election of Mr Colin Carter as a Director Item 4 Issue of Securities to Mr Andrew Bassat Item 5 Issue of Securities to Mr Paul Bassat Item 6 Issue of Securities to Mr Andrew Bassat Item 7 Issue of Securities to Mr Paul Bassat

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

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Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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S E K

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