SEEK LIMITED — AGM Information 2011

Oct 19, 2011

ABN 46 080 075 314

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Notice of Annual General Meeting

Notice is given that the Annual General Meeting of SEEK Limited (the “Company”) will be held at:

Venue: The Fitzroy Ballroom Level 1 Sofitel Melbourne 25 Collins Street Melbourne Date: Monday 21 November 2011 Time: 3.00pm

Ordinary business

1. The Company Financial Report

To receive and consider the Company Financial Report, Directors’ Report and Auditor’s Report for the Company and its controlled entities for the year ended 30 June 2011.

Note: There is no requirement for Shareholders to approve these reports.

2. Remuneration Report

To consider and, if thought fit, to pass the following as an ordinary resolution: That the Remuneration Report be adopted for the year ended 30 June 2011.

Note: This resolution is advisory only and does not bind the Directors of the Company.

3. Re‐election of Directors

To consider and, if thought fit, to pass the following as an ordinary resolution: That Mr Neil Chatfield, who retires by rotation, and being eligible, offers himself for re‐election, be elected as a Director of the Company.

Note: The Chairman of the meeting intends to vote undirected proxies in favour of Mr Chatfield’s re‐election.

4. Increase the maximum aggregate fees payable to Non Executive Directors

To consider and, if thought fit, pass the following as an ordinary resolution: That the maximum aggregate fees that may be paid to the Company’s Non Executive Directors per annum be increased by $250,000 from $1,000,000 to a maximum of $1,250,000.

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Special Business

5. Issue of Options to Mr Andrew Bassat

To consider, and if thought fit, pass the following as an ordinary resolution: That, for the purpose of Listing Rule 10.11, approval be given for the issue of 1,156,069 Options to Managing Director and CEO, Mr Andrew Bassat, in accordance with the terms of Mr Andrew Bassat’s new employment agreement effective 1 January 2011 as set out in the Explanatory Notes which accompany the Notice of AGM.

6. Approval for issue of Options to Managing Director & CEO for the financial year ending 30 June 2012 on new terms ‐ Mr Andrew Bassat

To consider, and if thought fit, pass the following as an ordinary resolution: That, for the purpose of Listing Rule 10.14, approval be given to the grant of 964,065 Options to Managing Director and CEO, Mr Andrew Bassat, for the financial year ending 30 June 2012, in accordance with the terms of the Company’s Performance Rights and Option Plan established by the Company Board on 22 March 2005 (as amended from time to time) (the “Plan”), and the amended LTI Arrangements as set out in the Explanatory Notes which accompany the Notice of AGM.

7. Issue of Options to Managing Director & CEO for the financial year ending 30 June 2013 ‐ Mr Andrew Bassat

To consider, and if thought fit, pass the following as an ordinary resolution: That, for the purpose of Listing Rule 10.14, approval be given to the grant of up to 1,300,000 Options to Managing Director and CEO, Mr Andrew Bassat, for the financial year ending 30 June 2013, in accordance with the terms of the Plan and the LTI Arrangements as set out in the Explanatory Notes which accompany the Notice of AGM.

By order of the Board

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Moana Weir Company Secretary 20 October 2011

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ABN 46 080 075 314

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 AGM for 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.

Item 1: The Company Financial Report

The Financial Reports, Directors’ Report and Auditor’s Report for the Company for the year ended 30 June 2011 will be laid before the meeting. There is no requirement for Shareholders to approve these reports. However, the Chairman of the meeting will allow a reasonable opportunity to ask questions about and make comments on these reports. Shareholders will also be given a reasonable opportunity to ask the auditor questions in relation to the conduct of the audit and the content of the Auditor’s Report.

Resolution 2: Remuneration Report

The Remuneration Report describes the remuneration policy for the Company and explains the remuneration arrangements in place for its Directors and executives for the financial year ended 30 June 2011. The Remuneration Report is presented within the Directors’ Report of the Company 2011 Annual Report. It is also available on the Company website seek.com.au from the Investor Centre in “ASX Announcements” and “Reports and Presentations”.

The Chairman of the meeting will allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the meeting. In addition, Shareholders will be asked to vote on the Remuneration Report. This vote is of an advisory nature only and does not bind the Company or its Directors. The vote will, however, be taken into consideration in determining future remuneration policy for Directors and executives.

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Voting exclusion ‐ Resolution 2

A vote must not be cast (in any capacity) on Resolution 2 by or on behalf of a member of the Company Group’s key management personnel, details of whose remuneration are included in the Remuneration Report ( KMP ), and their closely related parties.

However, a vote may be cast by such a person if:

• the vote is cast as a proxy and the proxy appointment is in writing and it specifies how the proxy is to vote on Item 2; and

• the vote is not cast on behalf of a KMP or a closely related party of a KMP.

Further, the Company need not disregard a vote cast by the Chairman as a proxy if the appointment expressly authorises the chair to exercise the proxy, even if the resolution is connected directly or indirectly with the remuneration of the Company Group’s KMP.

Any undirected proxies held by the Chairman of the meeting will not be voted in respect of Item 2.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item by marking the appropriate boxes on the proxy form.

Resolution 3: Election of Directors

The Board’s policy on board composition is to ensure that at all times there will be an appropriate mix of skills and experience in order to provide the necessary knowledge required to meet the Company’s objectives.

Directors retiring from office are eligible to stand for re‐election in accordance with article 24.1 of the Company’s constitution. The Director standing for re‐election at the meeting is Mr Neil Chatfield.

Nr Neil Chatfield is an independent non executive director, first appointed to the Board in June 2005. He is the Chairman of the Company Audit and Risk Management Committee and a member of the Company Nomination Committee.

Mr Chatfield is an established executive and non executive director with extensive experience across all facets of company management, and with specific expertise in financial management, capital markets, mergers and acquisitions, and risk management.

In addition to the Company, Neil also holds non executive roles across a range of industries, and is currently the Chairman of Virgin Blue Holdings Ltd. He is also a non executive director of Whitehaven Coal Ltd, Transurban Group and Grange Resources Ltd, all ASX listed companies.

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ABN 46 080 075 314

Neil’s most recent executive role was executive director and Chief Financial Officer of ASX listed Toll Holdings Ltd, Australia’s largest transport and logistics company, a position he held for over 10 years.

Neil has a Masters of Business in Finance and Accounting, and is a Fellow of CPA Australia (FCPA) and Fellow of the Australian Institute of Company Directors (FAICD).

The non candidate Directors unanimously support the re‐election of Mr Chatfield.

Resolution 4: Increase the maximum aggregate fees payable to Non Executive Directors

As noted above, the Board’s policy on board composition is to ensure that at all times there will be an appropriate mix of skills and experience in order to provide the necessary knowledge required to meet the Company’s objectives.

The Board has conducted a review of its composition in financial year 2011 through its Nomination Committee, and has determined that the Board and the Company would benefit from the addition of a new Director or Directors to increase the existing skills, experience and diversity of Directors.

In order to permit the Board an appropriate fee buffer to provide the capacity to accommodate an increase in the number of Non Executive Directors, the Board wishes to increase the aggregate maximum amount of fees that may be paid to Non Executive Directors per annum by $250,000 to raise it from $1,000,000 to $1,250,000. The total aggregate fee pool includes superannuation contributions made on behalf of the Non Executive Directors (as required by the Listing Rules).

The Company’s current limit of $1,000,000 was approved at the Company 2010 Annual General Meeting.

Given the interest of its Non‐Executive Directors on this matter, the Board makes no recommendation in relation to this item.

Voting exclusion ‐ Resolution 4

The Company will disregard any votes cast on this resolution by:

• (a) a Director of the Company; and

• (b) an associate of a Director of the Company.

Further, where a KMP or their close related party is appointed as a proxy, that person must not vote on this resolution on the basis of that appointment if the proxy instrument does not specify the way that person is to vote.

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However, the Company will not disregard a vote (and a person is not prohibited from voting) if:

• (a) ( Directed proxies ) the vote is cast by a person acting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) ( Undirected proxies in favour of Chairman ) the vote is cast 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. The proxy appointment must expressly authorise the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of KMPs.

Special Business

The following three resolutions each seek Shareholder approval for the issue of Options to the Company’s Managing Director and CEO, Mr Andrew Bassat.

• Resolution 5 seeks approval for the issue of 1,156,069 Options to Mr Andrew Bassat under the terms of a new employment agreement under which Mr Andrew Bassat committed to the role of sole CEO of the Company until at least 1 January 2013, and which the Company announced to the ASX on 22 February 2011. Subject to Shareholder approval and

• Mr Andrew Bassat remaining as CEO of the Company until at least 1 January 2013, a fixed payment of Options will be issued to Mr Andrew Bassat under the terms of his new employment agreement on the terms set out in these Explanatory Notes.

• Resolution 6 seeks approval for the grant of 964,065 Options to Mr Andrew Bassat for the financial year ending 30 June 2012. Shareholders approved the grant of up to 1,200,000 options for the financial year ending 30 June 2012 at the Company’s annual general meeting on 30 November 2010. However, the Company wishes to align the CEO’s long term incentive arrangements with those of the other senior executives of the Company, and accordingly, Shareholder approval is required for the proposed changes before the Options are granted. If Shareholder approval is received, Mr Andrew Bassat will not be granted any Options under the terms previously approved by Shareholders at the Company’s annual general meeting on 30 November 2010. Mr Andrew Bassat will only be issued Options subject to performance hurdles in respect of the financial year ending 30 June 2012 on the terms set out in these Explanatory Notes if Shareholders approve Resolution 6.

• Resolution 7 seeks advance approval for the grant of up to 1,300,000 Options to Mr Andrew Bassat for the financial year ending 30 June 2013 based on a predetermined formula in accordance with the terms of the Plan and as further set out in the Explanatory Notes. The Company has sought advance approval of this kind at its annual general meetings since 2009. If Shareholder approval is received, the Company will grant the Options to Mr Andrew Bassat for no consideration on or about 1 September 2012 (but no later than 12 months after the AGM).

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ABN 46 080 075 314

Resolution 5: Issue of Options to Mr Andrew Bassat

(a) Background

Resolution 5 seeks Shareholder approval in accordance with Listing Rule 10.11 for the issue of 1,156,069 Options to Mr Andrew Bassat (or his nominee), Managing Director and CEO of the Company.

As announced to the ASX on 22 February 2011, Mr Andrew Bassat committed to the role of sole CEO of the Company until at least 1 January 2013 by signing a new employment agreement with the Company, which became effective on 1 January 2011. As stated in that ASX Announcement, the independent non‐Executive Directors reviewed Mr Bassat’s remuneration at the time he signed his new employment agreement in order to bring it into line with market. The independent

non‐Executive Directors and Mr Andrew Bassat determined as part of that review that Mr Andrew Bassat’s remuneration as sole CEO would be structured to ensure alignment with shareholder interests. On this basis, in addition to a revised fixed salary of $770,000 per annum

effective 1 January 2011, subject to shareholder approval, the terms of the employment agreement provide that Mr Andrew Bassat will be issued a fixed payment of options that will vest over two years while Mr Bassat remains as CEO of the Company.

Under the relevant terms:

1. Mr Bassat will be issued a fixed payment of $2 million in Options, with the number of Options determined by reference to the ‘fair value’ of the Options.

2. At the time the Board approved the fixed payment of options for Mr Andrew Bassat at the re‐negotiation of his employment agreement as sole CEO in February 2011, independent external consultants determined a fair value of $1.73 per option using a Black Scholes option pricing model.

Note that if Shareholder approval is received for this Resolution 5, for the Company’s

accounting purposes independent external consultants will perform a fair valuation of the options as at the date of grant being the date of the AGM, 21 November 2011, using a Binomial option pricing model.

1. 50% of the total number of Options will vest on each of 31 December 2011 and 31 December 2012, subject to Mr Andrew Bassat remaining as CEO of the Company.

2. The Options will have an exercise price of $6.80 per Ordinary share (calculated on a 30 day VWAP of the Company’s Ordinary shares at 31 December 2010) and will expire on 31 December 2014.

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(b) Additional information required by the Listing Rules

For the purposes of Listing Rule 10.13 additional information regarding the 1,156,069 Options the subject of Resolution 5 is provided as follows:

• (i) The Company will issue the Options no later than one month after the date of the AGM.

• (ii) The Options will not be quoted on ASX.

• (iii) A voting exclusion statement is included in the Notice.

• (iv) No funds are intended to be raised by the Company by the issue of these options.

Voting Exclusion Statement ‐ Resolution 5

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 5 by Mr Andrew Bassat or any of his associates.

Further, where a KMP or their closely related party is appointed as a proxy, that person must not vote on this resolution on the basis of that appointment if the proxy does not specify the way the proxy is to vote.

However, the Company will not disregard a vote (and a person is not prohibited from voting) if:

• ( Directed proxies ) 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

• ( Undirected proxies in favour of Chairman ) the vote is cast 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 as the proxy decides. The proxy appointment must expressly authorise the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of KMPs

Resolution 6: Approval for issue of Options to Managing Director & CEO for the financial year ending 30 June 2012 on new terms ‐ Mr Andrew Bassat

(a) Background

At the Company’s annual general meeting on 30 November 2010 (“ 2010 AGM ”), Shareholders approved the grant of up to 1,200,000 Options (“ Approved Issue ”) to Mr Andrew Bassat for no consideration on or about 1 July 2011 (but no later than 12 months after the 2010 AGM). As at the date of this AGM, the Company has not granted to Mr Andrew Bassat any of the Options approved by Shareholders at the 2010 AGM.

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ABN 46 080 075 314

It is proposed that Shareholders approve the grant of 964,065 Options to Mr Andrew Bassat for the financial year ending 30 June 2012 on amended terms. The Company will not issue any Options to Mr Andrew Bassat under the terms approved by Shareholders at the 2010 AGM.

A summary of the terms of the Approved Issued approved by Shareholders at the 2010 AGM is set out in the explanatory memorandum accompanying the Company’s 2010 notice of annual general meeting.

If approved by Shareholders, Resolution 6 will continue the alignment of Managing Director and CEO’s long‐term incentive (“ LTI ”) arrangements with other senior executives of the Company.

(b) Comparison between terms of Options approved at 2010 AGM and proposed new terms

If Shareholder approval is received, the grant of Options to Mr Andrew Bassat will be subject only to the Company’s relative TSR. None of the Options granted to Mr Andrew Bassat will be subject to any performance hurdle based on the Company’s earnings per share growth.

Under the terms of the Approved Issue approved by Shareholders at the 2010 AGM, 50% of the Options to be granted to Mr Andrew Bassat were to be subject to the Company’s relative TSR and the remaining 50% of the Options to be granted to Mr Andrew Bassat were to be subject to the Company’s earnings per share growth.

Other than the difference noted above, all other terms of the Options to be issued to Mr Andrew Bassat for the financial year ending 30 June 2012 remain unchanged from the terms of the Approved Issue approved by Shareholders at the 2010 AGM.

(c) Level of participation by Mr Andrew Bassat

If Shareholder approval is received, the Board will grant 964,065 Options to Mr Andrew Bassat for no consideration as soon as possible after the AGM (but no later than 12 months after the AGM). The formula for calculating the number of Options to be granted to Andrew Bassat is the LTI value for the financial year ending 30 June 2012 (" FY2012 "), $1,185,800, divided by the independently assessed fair value of each Option of $1.23, as determined in September 2011 by independent external consultants using a Monte Carlo option pricing model.

Note that if Shareholder approval is received for this Resolution 6, for the Company’s accounting purposes independent external consultants will perform a fair valuation of the options as at the date of grant being the date of the AGM, 21 November 2011, using a Monte Carlo option pricing model.

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ABN 46 080 075 314

(d) Other key terms of Options

• (i) 100% of the Options granted to Mr Andrew Bassat will be subject to the Company’s relative TSR (“ TSR Options ”).

• (ii) The TSR Options granted to Mr Andrew Bassat will be performance tested as at 31 August 2014.

• (iii) If the Company achieves the performance targets set by the Board in respect of the TSR Options, a specified percentage of the TSR Options will vest and be capable of exercise.

• (iv) The percentage of TSR Options capable of exercise by Mr Andrew 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.

• (v) 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.

• (vi) 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.

• (vii) The performance conditions applying to TSR Options will be tested only once, and any TSR Options that do not meet the relevant performance conditions will lapse at the end of the Relevant Period and will not be re‐tested.

• (viii) On satisfaction of the vesting conditions and performance hurdles and the valid exercise of a vested Option, Mr Andrew Bassat will be entitled to receive one Ordinary Share.

• (ix) Any shares provided on the exercise of these Options will be held in trust by the trustee of the Company Employee Share Trust (" Trust "), CPU Share Plans Pty Limited, on the terms and conditions of the Plan and the trust deed establishing the Trust.

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• (x) The exercise price of each Option granted on vesting or on becoming exercisable, will be $5.36 which was the volume weighted average price of the Company’s Ordinary Shares traded on ASX on the 5 days following and including the date of the release of SEEK’s FY11 full year financial results.

• (xi) Subject to the performance conditions being satisfied and subject to paragraph (xiii) below, Options may, unless otherwise waived by the Board, be exercised on 1 September 2014 at the earliest.

• (xii) 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.

• (xiii) Options will automatically lapse if ‐

• Mr Andrew Bassat ceases to be employed by the Company; or

• Options remain unexercised after five years from the date of grant.

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

• (xv) 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.

Details of all Options granted to the Managing Director and CEO will be advised to the ASX separately from the Options and Performance Rights issued to other senior executives.

(e) Additional information

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

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

No Director has received Options or Performance Rights under the Plan since the Company's 2010 annual general meeting.

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Since the date of the last approval, being the 2010 AGM, no Options have been issued to

Mr Andrew Bassat. Mr Andrew Bassat currently holds 1,532,223 Options. Mr Andrew Bassat also holds 13,500,113 Ordinary shares, directly and indirectly, through associated entities. At the date of the Notice, on a fully diluted basis, Mr Andrew Bassat has a 4% relevant interest in the total voting rights in the Company.

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.

(f) Shareholder approval

Shareholders are asked to approve the grant of the Options to Mr Andrew Bassat for FY2012 in accordance with Listing Rule 10.14.

(g) Recommendation

The Directors, other than Mr Andrew Bassat, recommend that you vote in favour of this resolution.

Voting Exclusion Statement ‐ Resolution 6

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 6 by Mr Andrew Bassat, any of his associates and other Director and their respective associates (except if ineligible to participate in any employee incentive scheme in relation to the Company).

Further, where a KMP or their closely related party is appointed as a proxy, that person must not vote on this resolution on the basis of that appointment if the proxy does not specify the way the proxy is to vote.

However, the Company will not disregard a vote (and a person is not prohibited from voting) if:

• ( Directed proxies ) 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

• ( Undirected proxies in favour of Chairman ) the vote is cast 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 as the proxy decides. The proxy appointment must expressly authorise the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of KMPs

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Resolution 7: Issue of Options to Managing Director & CEO for the financial year ending 30 June 2013

(a) Background

If approved by Shareholders, Resolution 7 will continue the alignment of the Managing Director and CEO’s LTI arrangements with those of other senior executives of the Company. There is a disconnect between the accounting valuation obtained for the Options or Performance Rights issued to senior executives and the valuation of the Managing Directors’ Options which are not issued until approved by Shareholders at the AGM, some months later.

The Board wishes to achieve certainty and consistency around the Company’s Option valuation for accounting purposes as reflected in the financial statements, as all vesting periods and testing dates commence for all participants in the Plan other than Mr Andrew Bassat from the same period (September). 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 Mr Andrew Bassat of Options up to a value based on a predetermined formula in accordance with the terms of the Plan for the financial year ending 30 June 2012 in accordance with ASX Listing Rule 10.14.

(b) Level of participation by Mr Andrew Bassat

If Shareholder approval is received, the Board will grant Options to Mr Andrew Bassat for no consideration on or about 1 September 2012 (but no later than 12 months after the AGM). The formula for calculating the actual number of Options to be granted to Andrew Bassat will be the LTI value for the financial year ending 30 June 2013 (" FY2013 ") divided by the independently assessed estimated fair value of each Option, as determined at the date of grant.

The maximum LTI value for FY2013 will be calculated by applying the ratio of 1.54 to the fixed remuneration for FY2013. That ratio is the ratio of the financial year ending 30 June 2012 (“ FY2012 ”) LTI value of $1,185,800 to Mr Andrew Bassat’s FY2012 fixed remuneration of $770,000. As noted in relation to paragraph (a) of Resolution 5 above, given the resignation of Paul Bassat, Andrew Bassat has assumed the sole CEO role, which has necessitated changes to his remuneration package.

Both the amount of any increase in fixed remuneration for the FY2013 year, and the independently assessed fair value of each Option or Performance Right as at the date of grant (which will be on or about 1 September 2012) are currently unknown. In any case, for the purpose of ASX Listing Rule 10.15, the maximum number of Options that may be acquired by Mr Andrew Bassat is 1,300,000. Any future increase in Mr Bassat’s fixed remuneration will be determined by the Board after taking in to account comparative market data and the advice of independent external remuneration consultants.

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(c) Other key terms of Options

The key terms of the Options granted to Mr Andrew Bassat are the same as those described in paragraph (d) of Resolution 6 above, other than in respect of the terms identified below:

• (i) The TSR Options granted to Mr Andrew Bassat will be performance tested at 31 August 2015.

• (ii) 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 5 days following and including the date of the release of SEEK’s FY12 full year financial results .

• (iii) Subject to the performance conditions being satisfied and subject to paragraph (iv) below, Options may, unless otherwise waived by the Board, be exercised on 1 September 2015 at the earliest.

• (iv) 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.

Details of all Options and Performance Rights granted to the Managing Director and CEO will be advised to the ASX separately from the Options and Performance Rights issued to other senior executives.

(d) Additional information

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

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

No Director has received Options or Performance Rights under the Plan since the Company's 2010 annual general meeting.

Since the date of the last approval, being the 2010 AGM, no Options have been issued to Mr Andrew Bassat. Mr Andrew Bassat currently holds 1,532,223 Options. Mr Andrew Bassat also holds 13,500,113 Ordinary shares, directly and indirectly, through associated entities. At the date of the Notice, on a fully diluted basis, Mr Andrew Bassat has a 4% relevant interest in the total voting rights in the Company.

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

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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.

(e) Shareholder approval

Shareholders are asked to approve the grant of the Options to Mr Andrew Bassat for FY2013 in accordance with Listing Rule 10.14.

(f) Recommendation

The Directors, other than Mr Andrew Bassat, recommend that you vote in favour of this resolution.

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.

Voting Exclusion Statement ‐ Resolution 7

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 7 by Mr Andrew Bassat, any of his associates and other Director and their respective associates (except if ineligible to participate in any employee incentive scheme in relation to the Company).

Further, where a KMP or their closely related party is appointed as a proxy, that person must not vote on this resolution on the basis of that appointment if the proxy does not specify the way the proxy is to vote.

However, the Company will not disregard a vote (and a person is not prohibited from voting) if:

• ( Directed proxies ) 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

• ( Undirected proxies in favour of Chairman ) the vote is cast 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 as the proxy decides. The proxy appointment must expressly authorise the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of KMPs

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Glossary of terms

Corporations Act			means the_Corporations Act_2001 (Cth).
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.
Relevant Period			has the meaning in paragraph (d) of Resolution 6 of the Explanatory
			Notes in relation to Resolutions 6 and 7, respectively.
Remuneration Report			means the remuneration report of the Company Group that forms part
			of the Directors’ Report.
The Company Group			means the Company and its controlled entities.
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 date grant reinvested of value price) date grant - price Date (Testing TSR	dividends	 	  

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ABN 46 080 075 314

Proxies and Voting

Eligibility to Vote

You are eligible to vote at the meeting if you are registered as a holder of the Company’s shares at 7.00pm (Melbourne time) 19 November 2011.

Appointing a Proxy

If you are entitled to attend and vote at the meeting, you can appoint a proxy to attend and vote on your behalf. A proxy need not be a shareholder of the Company, and may be an individual or a body corporate. A personalised proxy form is included with this Notice of Meeting. If you are entitled to cast two or more votes, you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. If you require a second proxy form, please contact the Company share registry, Computershare Investor Services on 1300 850 505.

Lodging your Proxy Form

You can lodge your completed proxy form with the Company’s share registry, Computershare Investor Services, by post, personal delivery or fax:

SEEK Limited c/‐ Computershare Investor Services

Personal delivery address: 452 Johnston Street Abbotsford VIC 3067

Postal address: GPO Box 242 Melbourne VIC 3001

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

Your completed proxy form must be received by Computershare no later than 3pm (Melbourne time) on 19 November 2011, unless it has been previously provided to Computershare Investor Services.

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ABN 46 080 075 314

If you appoint a proxy you may still attend the meeting. However, your proxy’s rights to speak and vote are suspended while you are present. Accordingly, you will be asked to revoke your proxy if you register at the meeting.

How the Chair of the Meeting will vote undirected Proxies

The Chair of the meeting will vote undirected proxies in favour of Resolutions 3 ‐7. Any undirected proxies held by the Chairman of the meeting will not be voted in respect of Resolution 2.

The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on each item of business.

Attending the Meeting

If you attend the meeting, please bring your personalised proxy form with you. The bar code at the top of the form will help you to register. If you do not bring your form with you, you will still be able to attend the meeting but representatives from Computershare Investor Services will need to verify your identity.

Corporate Shareholders

Corporate Shareholders who wish to appoint a representative to attend the meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the Company’s representative. Shareholders can download and fill out an ‘Appointment of Corporate Representation’ form from the Computershare website: www.computershare.com.au

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Lodge your vote:

• By Mail:

SEEK Limited

ABN 46 080 075 314

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

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

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

 For your vote to be effective it must be received by 3:00pm Saturday 19 November 2011

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 subject to any voting exclusions, 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. Delete titles as applicable.

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.investorcentre.com under the information tab, "Downloadable Forms".

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



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: I9999999999

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

916CR_0_Sample_Proxy/000001/000001

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

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----- Start of picture text -----

I9999999999
----- End of picture text -----

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

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

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

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the Chairman OR of the Meeting

 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 The Fitzroy Ballroom, Level 1, Sofitel Melbourne, 25 Collins Street, Melbourne on Monday, 21 November 2011 at 3:00pm and at any adjournment of that meeting. The Chairman of the Meeting intends to vote available undirected proxies in favour of each item of business other than in respect of Item 2, where the company has determined that the Chairman is unable to do so.

lmportant for ltems 4, 5, 6 and 7

lf you appoint the Chairman of the Meeting as your proxy (or the Chairman of the Meeting is appointed your proxy by default), and you do not direct your proxy to vote "for", "against" or "abstain" on ltems 4, 5, 6 or 7, you expressly authorise the Chairman of the Meeting to exercise your proxy even if in each case, that ltem is connected directly or indirectly with the remuneration of a member of the key management personnel of the group.

Important for Item 4

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lf the Chairman of the Meeting is your proxy, or is appointed your proxy by default, and you do not wish to direct your proxy how to vote on ltem 4, please place a mark in the box.

By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy on ltem 4 even if he has an interest in the outcome of that ltem and that votes cast by the Chairman of the Meeting for that ltem other than as proxy holder will be disregarded because of that interest.

lf 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 ltem 4 and your votes will not be counted in calculating the required majority if a poll is called on that ltem.

 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.

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Item	2	Remuneration Report*
Item	3	Re-election of Director - Mr Neil Chatfield
Item	4	Increase the maximum aggregate fees payable to Non Executive Directors
Item	5	Issue of Options to Mr Andrew Bassat
Item	6	Approval for issue of Options to Managing Director & CEO for the financial year ending 30 June 2012
		on new terms - Mr Andrew Bassat
Item	7	Issue of Options to Managing Director & CEO for the financial year ending 30 June 2013 - Mr Andrew
		Bassat

*IMPORTANT NOTE : If you appoint the Chairman as your proxy (or the Chairman is appointed your proxy by default) and you do not tick "for" or "against" or "abstain" on Item 2, your shares will not be voted on for Item 2.

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

SIGN

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
----- End of picture text -----

S E K

1 3 7 5 8 6 A

SEEK Limited

ABN 46 080 075 314

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

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Seek Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Seek Limited

916CR_0_Sample_Proxy/000001/000002/i