SEEK LIMITED — AGM Information 2012

Oct 29, 2012

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: River Room 3 Crown Melbourne 8 Whiteman Street Southbank Date: Thursday 29 November 2012 Time: 3.00pm

Items of business

1. Financial Statements and Reports

To consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2012.

2. Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non‐binding ordinary resolution:

• “ To adopt the Remuneration Report for the year ended 30 June 2012. ”

3. Re‐election and election of Directors

To consider and, if thought fit, to pass the following resolutions:

• (a) “That, Mr Colin Carter who retires by rotation in accordance with article 24.1(c) of SEEK’s Constitution, being eligible, be re‐elected as a Director of SEEK.”

• (b) “That, Mr Graham Goldsmith, who was appointed by the Board on 29 October 2012 in accordance with article 25.4(a) of SEEK’s Constitution, and who retires in accordance with article 25.4(b) of SEEK’s Constitution, being eligible, be elected as a Director of SEEK.”

Resolutions 3(a) and 3(b) will be voted on as separate ordinary resolutions.

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4. Grants of performance right and long term incentive options to the Managing Director and CEO, Mr Andrew Bassat for the financial year ending 30 June 2013

To consider and, if thought fit, to pass the following resolutions:

• (a) “ That, for the purpose of ASX Listing Rule 10.14 and all other purposes, the grant of one performance right to the Managing Director and Chief Executive Officer, Mr Andrew Bassat and the provision of ordinary shares on exercise of that performance right, under the SEEK Performance Rights and Option Plan as described in the Explanatory Notes be approved”.

• (b) “That, for the purpose of ASX Listing Rule 10.14 and all other purposes, the grant of 1,085,526 long term incentive options to the Managing Director and Chief Executive Officer, Mr Andrew Bassat and the provision of ordinary shares on exercise of those options, under the SEEK Performance Rights and Option Plan as described in the Explanatory Notes be approved”.

Resolutions 4(a) and 4(b) will be voted on as separate ordinary resolutions.

By order of the Board

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Moana Weir Company Secretary 30 October 2012

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Voting Restrictions

Resolution 2

A vote must not be cast (in any capacity) on resolution 2 by or on behalf of a member of the key management personnel (“ KMP ”) of SEEK, whose remuneration details are included in the Remuneration Report, or a KMP’s closely related party. A “closely related party” includes a spouse, dependent and certain other close family members of a KMP, as well as any companies controlled by a KMP.

However, a vote may be cast on resolution 2 by a KMP, or a KMP’s closely related party as a proxy, if the vote is not cast on behalf of the KMP or the closely related party and:

• the proxy appointment is in writing and it directs the proxy how to vote on resolution 2; or

• the proxy is the Chairman of the meeting, and:

• the proxy appointment does not direct the proxy how to vote on resolution 2; and

• the proxy appointment expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the Group’s KMP.

Resolutions 4(a) and 4(b)

SEEK will disregard any votes cast on resolutions 4(a) and 4(b) by and on behalf of:

• Mr Andrew Bassat; and

• associates of Mr Andrew Bassat.

Further, a vote must not be cast by a member of KMP (or their closely related parties) acting as a proxy if their proxy appointment does direct the proxy how to vote on resolution 4(a) or 4(b).

However, SEEK need not disregard a vote on resolutions 4(a) and 4(b) if:

• it is cast by a person identified above as proxy for a person who is entitled to vote on resolutions 4(a) and 4(b) in accordance with the directions on the Proxy Form; or

• it is cast by the Chairman of the meeting as proxy for a person who is entitled to vote on resolutions 4(a) and 4(b) and the proxy appointment expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of a member of the KMP.

If you appoint the Chairman of the meeting as your proxy on resolutions 4(a) or 4(b) and you do not direct your proxy how to vote on those resolutions, you must expressly authorise the Chairman of the meeting to exercise your proxy on resolutions 4(a) or 4(b) even if those resolutions are connected, directly or indirectly, with the remuneration of the KMP.

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Information for Shareholders attending and voting at the AGM

A shareholder is eligible to vote at the AGM if they are registered as a holder of shares in SEEK at 7pm (Melbourne time) on 27 November 2012.

A personalised proxy form accompanies this Notice of Annual General Meeting.

If you attend the AGM, please bring your personalised proxy form with you. The proxy form will help you to register at the AGM. If you do not bring your proxy form with you, you will still be able to attend and vote at the AGM but representatives from Computershare Investor Services (the “ Share Registry ”) will need to verify your identity.

Shareholder questions

If you are entitled to vote at the AGM, you may submit written questions for SEEK or the Auditor. Please ensure that your written questions are received by the Share Registry by 22 November 2012.

Appointing proxies and powers of attorney

If you are entitled to vote at the AGM, you can appoint a proxy or attorney to attend and to vote on your behalf. A proxy or attorney does not need to be a shareholder in SEEK and may be an individual or a body corporate.

If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each proxy or attorney is appointed to exercise. If no proportion or number is specified, each proxy or attorney may exercise half of your votes. If you wish to appoint two proxies, please contact the Share Registry on 1300 850 505 (within Australia) and +61 3 9473 4000 (outside Australia) to request a second proxy form.

Voting by proxies

Under the Corporations Act, if the proxy form directs the proxy how to vote on a particular resolution:

• the proxy does not need to vote on a show of hands but if the proxy does vote on a show of hands, the proxy must vote as directed (subject to any voting exclusions);

• if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

• a proxy who is not the Chairman of the meeting does not need to vote on a poll but if the proxy does vote on a poll, the proxy must vote as directed (subject to any applicable voting restrictions); and

• if the proxy is the Chairman of the meeting, the proxy must vote on a poll and must vote as directed.

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Default to the Chairman of the meeting

If:

• a poll has been called on a resolution; and

• a shareholder has appointed a proxy other than the Chairman of the meeting and the appointment of the proxy directs the proxy how to vote on the resolution; and

• the shareholder’s proxy either:

• does not attend the AGM; or

• attends the AGM but does not vote on the resolution,

then the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for that shareholder for the purposes of voting on that resolution. In these circumstances, the Chairman of the meeting must vote in accordance with the written direction of that shareholder.

Lodging your proxy form

Your completed proxy form must be received by the Share Registry no later than 3pm (Melbourne time) on 27 November 2012. You can lodge your completed proxy form with the Share Registry in person, by post or by fax:

In person: Yarra Falls Computershare Investor Services Pty Limited 452 Johnston Street Abbotsford Victoria 3067

By post: SEEK Limited c/‐ Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001

By fax:

Computershare Investor Services Pty Limited 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

Alternatively, you can lodge your proxy form online if you are an Intermediary Online User at www.intermediaryonline.com.

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Powers of attorney

If you have appointed an attorney to attend and vote at the AGM, or if your proxy form is signed by an attorney, you must provide the power of attorney (or a certified copy of the power of attorney) to the Share Registry before 3pm (Melbourne time) on 27 November 2012, unless this document has previously been lodged with the Share Registry.

You may deliver the power of attorney to the Share Registry by mail (SEEK Limited c/‐ Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, Victoria, 3001) or in person (Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067).

Corporate representatives

A corporate shareholder may appoint a person to act as its representative. The representative must bring a properly executed letter or other document, such as an “Appointment of Corporate Representative” confirming that they are authorised to act as SEEK’s representative at the AGM. Shareholders can obtain an “Appointment of Corporate Representative” by calling 1300 820 260 within Australia or +61 3 9415 4000 outside Australia (between 9.00am and 5.00pm (Melbourne time)) or at www.computershare.com.au/investors.

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Explanatory Notes

Item 1 – Financial Statements and Reports

The Corporations Act requires that the Financial Report, the Directors’ Report and Auditor’s Report be considered at the AGM. Shareholders are not required to vote on these reports.

The Chairman of the meeting will give shareholders a reasonable opportunity to ask questions and make comments on the reports. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the content of the Auditor’s Report.

Item 2 – Remuneration Report

The Remuneration Report contains information about the remuneration policy of SEEK and the remuneration of non‐executive Directors, the CEO and executives for the financial year ended 30 June 2012.

The Remuneration Report is included in SEEK’s 2012 Annual Report. The Annual Report is available on SEEK’s website at www.seek.com.au.

The Chairman of the meeting will give shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.

The vote on the Remuneration Report is advisory and will not bind SEEK or its Directors. However, the Board will take the outcome of the vote into consideration when reviewing the future remuneration practices and policies of SEEK.

The Board recommends that shareholders vote in favour of this resolution.

Subject to the voting restrictions set out on page 3, the Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

Item 3 – Re‐election of Mr Colin Carter and election of Mr Graham Goldsmith

Resolution 3(a) : Re‐election of Mr Colin Carter

Mr Colin Carter retires by rotation in accordance with rule 24.1(c) of SEEK’s Constitution and, being eligible, offers himself for re‐election.

Colin is an independent non‐executive Director of SEEK. He was first appointed to the Board in March 2005.

Colin has an extensive consulting background in organisational and business strategy. He is a former Senior Partner of, and a current senior adviser to, The Boston Consulting Group.

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Colin is a non‐executive director of ASX listed companies Wesfarmers Limited and Lend Lease Corporation Limited, and is a director of World Vision Australia. He is president of the Geelong Football Club. He is also a director of The Ladder Project (for youth homelessness). In February 2010, Colin was appointed by the Federal government to the new position of Government Ambassador for Business Action to support the economic development of Indigenous communities.

Colin has a Bachelor of Commerce degree from Melbourne University and an MBA from Harvard Business School where he graduated with distinction and as a Baker Scholar.

The Board (other than Colin Carter) recommends that shareholders vote in favour of Colin Carter’s re‐election.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

Resolution 3(b): Election of Mr Graham Goldsmith

Mr Graham Goldsmith is a new director, having been appointed by the Board on 29 October 2012 in accordance with article 25.4(a) of SEEK’s Constitution. Mr Goldsmith retires in accordance with article 25.4(b) of SEEK’s Constitution, and being eligible, offers himself for election.

As noted in the 2011 Notice of AGM, 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 SEEK’s objectives. The Board conducted a review of its composition in 2011 through its Nomination Committee, and determined that the Board and SEEK would benefit from the addition of a new Director or Directors to increase the existing skills, experience and diversity of Directors.

The Board has conducted a director selection process in 2012, and is pleased to recommend Mr Graham Goldsmith for election by shareholders. Graham brings to the Board high calibre financial services and banking experience acquired from over 25 years of working in the sector.

Graham retired in 2012 as Vice‐Chairman and a Managing Director of Goldman Sachs Australia after 25 years with the firm. Graham held a number of senior roles during his career with Goldman Sachs, predominantly advising listed company management teams and boards, and governments, on capital market and financing conditions and transactions. He also held a number of governance related roles, specifically focused on risk management and reputational issues. Graham is the current Chair of the Goldman Sachs Australia Foundation, the not‐for‐profit entity through which the firm conducts charitable works in Australia.

Prior to working for Goldman Sachs or JBWere & Son, as it then was, Graham was employed by National Australia Bank.

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Graham was educated at Swinburne Institute of Technology and graduated with a Bachelor of Business (Accounting). He completed the Advanced Management Program at Harvard University in Boston in 2007. He is a CPA and member of the Australian Society of CPAs, a member of the Australian Institute of Company Directors (MAICD), Fellow of the Financial Services Institute of Australia (FFin), and a Member of the Stockbrokers Association of Australia (MESAA).

Graham is currently a Council Member of Swinburne University of Technology, and President of the College Council of Bialik College, an independent school in Melbourne.

The Board (other than Graham Goldsmith) recommends that shareholders vote in favour of Graham Goldsmith’s election.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

Item 4 ‐ Grants of performance right and long term incentive options to the Managing Director and CEO, Mr Andrew Bassat for the financial year ending 30 June 2013

Background

In September 2012, the Board concluded a review of SEEK’s executive remuneration structure and principles. The Board’s comprehensive review was undertaken with the assistance of remuneration consultant Mercer.

The review had several objectives:

• Critically evaluate the current remuneration structures to ensure consistency with the key criteria that underpins SEEK’s remuneration strategy

• Where appropriate, look to enhance remuneration structures to ensure these reinforce the focus for executives on delivering long‐term growth in shareholder value

• Where possible, to simplify SEEK’s remuneration approach

As a result of the review, the Board identified a number of enhancements to the SEEK executive remuneration strategy to better meet these primary aims. As well, the CEO remuneration structure has been aligned with that of the other executives, ensuring that the executive group are focused and driven by the same long term objectives.

Resolutions 4(a) and 4(b) seek shareholder approval for the issue of securities to the MD and CEO, Mr Andrew Bassat under the terms of the new FY13 executive remuneration plan. The key elements of the FY13 executive remuneration plan, particularly as they apply to Mr Bassat, are explained below, and in further detail in the Appendix. Details of the application of the FY13 executive remuneration plan to all other SEEK executives will be set out in the SEEK FY13 Remuneration Report.

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If shareholders approve resolutions 4(a) and 4(b), the performance right and options will be granted to Mr Bassat shortly after the AGM and in any event within 12 months of the date of the AGM.

The Board recommends that shareholders vote in favour of these resolutions.

Subject to the voting restrictions set out on page 3, the Chairman of the meeting intends to vote undirected proxies in favour of these resolutions.

1 SEEK’s remuneration strategy and framework

The SEEK Board is committed to a remuneration framework that is focused on driving a performance culture that is aligned to the achievement of SEEK’s short and long‐term business objectives and the creation of sustainable shareholder value.

Key criteria that underpin SEEK’s remuneration strategy

• Attraction and retention of high calibre executives

• Alignment to shareholder expectations

• Alignment to achievement of company vision and goals

• Reasonableness and transparency

2 SEEK – Company performance, evolution and outlook

SEEK has achieved a record full year result in FY12, as set out in its Financial Statements. Over the last seven years, SEEK’s total shareholder returns (“ TSR ”) have consistently outperformed the ASX 200 since the company listed in 2005 (refer to the table below).

SEEK Total Shareholder Return (TSR) vs ASX 200

TSR to 30 June	1year	3years	5years	Since IPO
SEEK	1.1%	61.8%	(3.5%)	219.1%
ASX 200	(6.7%)	17.9%	(18.4%)	39.4%
SEEK Over‐performance	7.8%	43.8%	15.0%	179.6%

Since listing, SEEK has evolved from being a solely Australian focused online job market place to become a truly international business, with SEEK now having ten businesses across education and employment market places across the globe. SEEK has market leading positions in online job market places in a number of growing but challenging overseas markets, namely China, South East Asia and Latin America (Brazil and Mexico). Further information illustrating both the growth and change in composition of the SEEK Group financial results is set out in the Appendix.

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Going forward, the complexity and task of managing and growing SEEK is likely to be significantly more challenging than in the last five years, and the Board believes that the current management team remains the right team to drive the future growth of the business.

3 Key elements of the SEEK FY13 executive remuneration plan

As a result of the review of SEEK’s executive remuneration structure conducted by the Board in 2012, the Board identified a number of enhancements to the SEEK executive remuneration strategy.

The enhancements are intended to simplify SEEK's remuneration approach while, at the same time, strengthening alignment to long term shareholder interests. There are two main changes: there will be no short term incentive (STI) payment to SEEK's executives and the long term incentive will only generate value for executives on the creation of long term shareholder returns.

The Board's intention is to define a level of base remuneration that will be fair and reasonable to appropriately reward and retain high calibre executives to ensure strong performance by the company in all market conditions and at all points in the economic cycle. STIs can encourage the adoption of subjective targets that offer a higher chance of achievement. Importantly, the actual results in any one period may potentially be the result of management decisions from prior periods as well as macro‐economic factors ‐ such as the unemployment rate or the impact of China – which are out of management's direct control. As such, the connection between effort and outcome in any particular period may be tenuous.

In respect of long term incentives, the Board's intention is to design a simple scheme that enables executives to share in any wealth that is being created – but only when the shareholders are doing well.

The key elements of the SEEK FY13 executive remuneration plan are outlined below. Further details of the rationale behind the new remuneration structure, and a comparison to FY12 remuneration, are set out in the Appendix.

 Benchmark peer group for total remuneration package

Total remuneration for SEEK executives in FY13 is targeted between the 50[th] to 80[th] percentiles of a comparator group comprising of companies with similar market capitalisations. The comparator group is +/‐10 companies, compared to SEEK’s market capitalisation as at 31 March each year. In FY12, the comparator group comprised internet, media and industrials seen to be peers based on market capitalisation.

The Board recognises that SEEK’s unique challenges and growth opportunities reflect that it is one of the very few Australian companies that has established strong market positions in challenging overseas markets. For this reason, the Board considers to be problematic the use of a benchmark methodology which requires subjective assessment

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of qualitative elements (such as comparable risk or growth profiles) to determine the appropriate “peer” group. The Board considers the use of a comparator group based purely on market capitalisation to be more appropriate and transparent.

• Performance right converting to shares with restrictions on dealing

The Board has determined that by removing short‐term performance hurdles (mainly financial) and cash incentives, executives are encouraged to plan and invest for the longer term which is essential for a growth business. As a result, the Board has removed the executive cash based STI and replaced it with longer term performance rights. Provision of the replacement award in the form of equity also aligns the value for executives with that of shareholders. While this increases the proportion of an executive’s remuneration that is classified as “fixed”, the payment in shares means that the value is at risk as it is for shareholders. As explained below, the executive’s ability to derive value from the performance right is now restricted for a total period of 30 months in the case of the MD and CEO, with the incentive issued in SEEK ordinary shares (“ Shares ”).

The performance right proposed to be granted to the MD and CEO (and all other executives):

• Converts to Shares following the expiry of a qualification period of one year (the “ Performance Right Qualification Period ”)

• Following which the MD and CEO cannot transfer or otherwise deal in the Shares for 18 months (the “ CEO Performance Right Share Restriction Period[1] ”).

• Long Term Incentive Options set at an exercise price based on the concept of an “indexed option”

In FY12, the performance hurdle for the long term incentive options plan (the “ LTI Options ”) compared SEEK’s TSR to those of its peers. This hurdle could result in LTI incentives being paid to executives despite the SEEK TSR achieving either negative returns or returns above the peer group but below the ASX All Ords index. The Board considers that these outcomes would not be aligned with shareholder interests.

The Board considers that for FY13 its adoption of a performance hurdle set at an exercise price based on the concept of an “indexed plan” removes this anomaly. The executives will only receive awards if the growth in the SEEK share price exceeds the historic rate of growth in equity markets.

1 For all executives other than the CEO, in FY13 only, there is a performance right share restriction period of one year in which the securities cannot be transferred or otherwise dealt with. From FY14, all executives will have the same 18 month share restriction period.

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The exercise price of the options to be issued is set at the strike price, being the price at which options vest. The exercise price is determined by grossing up the SEEK share price at Issue Date price by the prior 15 year rolling compound annual growth rate (“ CAGR ”) returns for the ASX All Ords Index over a three year period (see example below). The Board determined that the 15 year period of historic rolling CAGR returns is an appropriate measure and timeframe as it captures the impact of factors such as macroeconomic fluctuations and equity market volatility over several economic cycles.

In the event that LTI Options vest at the end of the three‐year vesting period, an additional one year share disposal restriction period applies. As a result, the executive’s ability to derive value from the LTI Options is restricted for a total period of four years.

For example:

• (i) Issue date price : 5 day volume weighted average price (“ VWAP ”) at 30 June 2012 is $6.27

• (ii) Prior 15 year rolling CAGR returns for the ASX All Ords Index was 5.8%

• (iii) Exercise Price for each LTI Option is therefore $6.27 x (1.058 to the power of 3) = $7.43

This represents a total premium of 18.5% over three years.

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4 CEO’s remuneration package[2] in FY13[3 4 ][5]

4 CEO’s remuneration package2 in FY133 45
Fixed Remuneration	FY2012	FY2013
Base Salary (incl Super)5	$839,300	$1,650,000
Fixed Remuneration Options6	$1,000,000	n/a
Performance rights	n/a	$825,000
Total Fixed Remuneration	$1,839,300	$2,475,000
LTI Options7	$1,185,800	$825,000
Total Remuneration	$3,025,100	$3,300,000
Salary Composition
% of Fixed	61%	75%
% of LTI	39%	25%

Key insights

• Despite changes in the composition of the CEO’s total remuneration package, the overall quantum of the package is not expected to change materially.

• For the CEO FY13 package, indicative total remuneration is 9% higher than the FY12 remuneration package. The ultimate value to the CEO of the performance right and LTI options depends on the future company performance and share price.

• The FY13 total remuneration package places the CEO at the 68[th] percentile[6] (which is below SEEK’s upper range of the 80[th] percentile)

• For comparison, the CEO’s total remuneration package at the 75th percentile would be ~$4.5m (or $1.2m higher than the actual 68th percentile).

2 Package outlined includes base salary, superannuation, grant value of Long Term Incentive (LTI) options and grant value of fixed remuneration options (where appropriate). The package is indicative, since the CEO will not realise the benefit of performance rights and LTI options until a future date. For this reason, the ultimate value of the package may differ to that outlined above, as it will be determined by the future financial performance of SEEK. The package does not represent the accounting value disclosed in the Annual Report for the respective financial year. 3 Base salary consists of $770,000 base salary and $69,300 superannuation in FY12 and $1,513,762 base salary and $136,238 superannuation in FY13.

4 CEO was issued $2,000,000 of options on 1 January 2011 over two years (50% each year) through a fixed remuneration options arrangement. Refer to the Remuneration Report within 30 June 2012 Annual Report for further details.

5 Total value of long‐term options issued as part of the remuneration package in the year. In FY12, the CEO was issued $1,185,800 of options on 1 September 2011. The fair value of these options changed on grant date (21 November 2011) after approval at AGM. Value disclosed in 2012 Remuneration Report reflects the updated accounting fair value.

6 Total remuneration falls at 68th percentile, and remuneration at 75th percentile would be approximately $4.5m, based on peer group at 31 March 2012. It is important to note that where the CEO’s remuneration package may sit in the percentile group may vary as it depends on a) SEEK’s market capitalisation and the companies that comprise its comparator group and b) the salaries of the companies in SEEK’s comparator group.

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• The Board considers the CEO FY13 remuneration package to be reasonable to reward and retain the current CEO, particularly given:

• SEEK’s unique challenges and growth opportunities reflect that it is one of the very few Australian companies to establish strong market positions in challenging overseas markets, and

• The strong track record of SEEK’s CEO and Co‐Founder.

5. Summary of SEEK Executive FY13 Performance Right and LTI Option Plan Terms

Both the performance right and LTI Options to be granted to the MD and CEO will be issued under the terms of the SEEK Performance Rights and Options Plan (the “ PROP ”).

	Maximum number, value, price and trading restrictions
Performance right	 One performance right is to be granted to Mr Bassat and is convertible into Shares following the expiry of the one year Performance Right Qualification Period.  Shares provided on exercise are held by a Trustee and subject to restrictions on dealing during an 18 month period due to expire on 31 December 20147. During this period, Mr Bassat will receive the benefit of any dividends and other shareholder benefits (including voting rights) but will not be able to access or trade in the Shares.  Maximum value of the performance right is $825,000. This is 25% of Mr Bassat’s total remuneration package for FY13.  No price is payable for the grant or exercise of the performance right by Mr Bassat.
LTI Options	 1,085,526 LTI Options are to be granted to Mr Bassat.  This number has been determined by dividing $825,000 (25% of Mr Bassat’s total remuneration package for FY 13), by $0.768, the estimated fair value of one option as valued by an independent external consultant at 1 July 2012. The current grant of options will be granted at no cost but each option has an exercise price of $7.43.

7 For all executives other than the CEO, in FY13 only, there is a performance right share disposal restriction period of one year in which the securities cannot be transferred or otherwise dealt with. From FY14, all executives will have the same 18 month share disposal restriction period.

8 As required by AASB2 Share Based Payments , the final fair value of the options will be determined following the 2012 AGM should shareholders approve the issue of the securities to Mr Bassat.

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Maximum number, value, price and trading restrictions  The exercise price represents the volume weighted average price of Shares for the 5 trading days before 1 July 2012, plus a premium compounded over 3 years reflecting the average 15 year rolling compound annual growth rate of the ASX All Ordinaries.  In the event that LTI Options vest at the end of the three‐year vesting period, an additional one year share disposal restriction period will apply.

The value of Shares provided to Mr Bassat on expiry of the Performance Right Qualification Period or on vesting of the LTI Options will depend on the price of Shares at the time Mr Bassat deals in those shares following the end of any applicable disposal restriction period.

PERFORMANCE RIGHT

Number of Shares provided on expiry of Performance Right Qualification Period and Retention Condition

The number of Shares provided to Mr Bassat on expiry of the one year Performance Right Qualification Period will be determined as follows:

Step 1	Each month during the one year Qualification Period SEEK will calculate the notional value of Shares that could be delivered in respect of that month following the end of the Qualification Period. ������� �������� �� Monthly Number= the notional number of Shares in respect of a relevant month (rounded up to the nearest whole number) V= 1/12th of $825,000 AP= the volume weighted average price at which Shares were traded on ASX during that month.
Step 2	Following the end of the one year Performance Right Qualification Period, SEEK will calculate the total number of Shares to be provided on exercise of the performance right by aggregating the sum of the 12 Monthly Numbers.
Retention Condition	The MD and CEO may forfeit his performance right if he ceases employment with SEEK at any time prior to the end of the one year Performance Right Qualification Period.

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LTI OPTIONS

	Conditions for Exercise of LTI Options	Conditions for Exercise of LTI Options	Conditions for Exercise of LTI Options
Performance condition		 The LTI Options are subject to an “Exercise Entitlement Percentage” (“EEP”) performance condition measured over a three year testing period (30 June 2012 to 30 June 2015).  The EEP is tested once on 30 June 2015 (the “Testing Date”) by dividing the volume weighted average price of Shares for the 5 trading days before the Testing Date (the “Testing Date Price”), by the target premium option strike price of $7.43 (the “TOSP”) as follows: TOSP Price Date Testing EEP  The table below sets out the percentage of LTI Options that will vest depending on SEEK’s performance against the EEP condition over the three year testing period. EEP % of options that vest 1 or above 100% of Mr Bassat’s options will vest Less than 1 None of Mr Bassat’s options will vest
		EEP	% of options that vest
		1 or above	100% of Mr Bassat’s options will vest
		Less than 1	None of Mr Bassat’s options will vest
Lapsing Condition		If the EEP is less than ‘1’, the options lapse immediately. They will also lapse immediately if Mr Bassat ceases employment before the Testing Date unless, subject to applicable law, the Board determines otherwise.

6. Issue of securities to Andrew Bassat under the PROP since the last AGM

At the 2011 AGM, shareholders approved grants of options to Mr Bassat under the PROP. In accordance with those shareholder approvals, Mr Bassat was granted the following securities since the last AGM:

Number of securities granted to Mr Bassat	Acquisition price for each security	Exercise price for each security
964,065 options	Nil	$5.36
1,156,069 options	Nil	$6.80

Mr Andrew Bassat is the only director entitled to participate in the PROP. No loans are provided by SEEK in connection with performance rights or options granted under the PROP.

17

APPENDIX

– Refer to Explanatory Notes ITEM 4 Section 2 : SEEK Company performance, evolution and outlook

Changes to SEEK over the nine year period to FY12

The graphs below show both the growth and change in composition of the SEEK Group financial results.

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“Look-through”Revenue “Look-through”EBITDA
FY04 –FY12 CAGR of 42.0% $657.4m FY04 –FY12 CAGR of 61.0%
$235.0m
$557.7m
$173.8m
$454.3m $187.5m $49.8m
$128.3m
$399.4m
$304.4m $73.8m $142.3m $35.7m $33.0m
$106.3m $206.1m$6.0m $100.2m$14.2m $169.0m$59.6m $207.8m $205.3m $235.8m $47.3m $86.0m$12.3m $118.8m$18.8m $111.1m$28.8m $39.7m$9.2m $18.4m $152.1m
$69.6m $59.9m $29.4m $133.5m
$39.7m$39.7m $63.5m$6.1m $95.2m$11.1m $140.2m $190.0m $170.9m $172.7m $224.0m $247.8m $5.2m $5.2m ‐ $28.4m$1.0m ‐ $44.2m$3.1m ‐ $76.9m $106.7m $90.9m $93.4m
($3.2m) ($6.7m) ($8.5m)
FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12
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Key Insights:

• Over the period from FY04 to FY12, SEEK’s look‐through financials[9] have increased as follows:

• “Look‐through” Revenue by CAGR of 42.0% or ~16 times

• “Look‐through” EBITDA by CAGR of 61.0% or ~45 times

9 Look‐through financials are used here as a proxy for size and scale of the company. Look‐through Revenue and look‐through EBITDA are defined as SEEK’s proportionate share of Revenue and EBITDA respectively, based on its equity ownership interest in each of its businesses. The equity ownership is calculated as at 30 June in the relevant year.

18

APPENDIX

Refer to Explanatory Notes ITEM 4 Section 3 Key elements of the FY13 executive remuneration plan

The rationale and explanation for the key changes in remuneration structure from FY12 to FY13 are outlined below:

**Key Change **	FY12	FY13	**Rationale for change **
Change in benchmark peer group for total remuneration package	Remuneration is targeted between the50thto 80th percentiles of a comparator group comprising internet, media and industrials seen to be peers compared to SEEK’s market capitalisation	Remuneration is targeted between the50th to 80th percentiles of a comparator group comprising companies with similar market capitalisations. Comparator group is +/‐10 companies, compared to SEEK’s market capitalisation as at 31 March each year.	The Board recognises that SEEK’s unique challenges and growth opportunities reflect that it is one of the very few Australian companies that has established strong market positions in challenging overseas markets. For this reason, the Board considers to be problematic the use of a benchmark methodology which requires subjective assessment of qualitative elements (such as comparable risk or growth profiles) to determine the appropriate “peer” group. The Board considers the use of a comparator group based purely on market capitalisation to be more appropriate and transparent.

19

APPENDIX

**Key Change **	FY12	FY13	**Rationale for change **
Change to short‐term incentive plan and components	STI plan performance measure is short‐ term financial performance (business, group level). Typically, short‐term performance is referenced to EBITDA performance (actual v budget) The CEO remuneration package in FY12 did not have a cash STI component.	The Board has determined that by removing short‐term performance hurdles and cash incentives, executives are encouraged to plan and invest for the longer term which is essential for a growth business. As a result, the Board has removed the executive cash based STI and replaced it with longer term performance rights. The executive’s ability to derive value from the performance right is now restricted for a total period of 30 months in the case of the MD and CEO, and the incentive is received in SEEK ordinary shares The performance right proposed to be granted to the MD and CEO (and all other executives) converts to SEEK ordinary shares following the expiry of a qualification period of one year (the “Performance Right Qualification Period”). Following this period, the MD and CEO cannot transfer or otherwise deal in the ordinary shares for 18 months (the “CEO Performance Right Share Restriction Period”). As a result, the value of the performance right to the executives may be higher or lower than the value ascribed at the date the performance rights are granted. The MD and CEO (or other executive) may forfeit his performance right if he ceases employment with SEEK at any time prior to the end of the one year Performance Right Qualification Period.	STI cash payments have historically been based on short‐term company performance. Short term performance is particularly captive to market conditions, or decisions made by management in prior periods, which means that there may be limited connection between “reward” and “contribution”. Also the outcomes often lead to “polar scenarios” of high payoff or zero payoffs where STI payments may not necessarily reflect the direct contribution of the executive. By removing short‐term performance hurdles and cash incentives, executives are encouraged to plan and invest for the longer term which is essential for a growth business. Provision of the reward in the form of equity aligns the interests of executives with those of shareholders. While there is no performance hurdle for the performance rights to vest, there is a one year Performance Right Qualification Period, and 18 month share disposal restriction period in the case of the MD and CEO.

20

APPENDIX

**Key Change **	FY12	FY13	**Rationale for change **
Change in performance measure and duration for LTI option plans	The performance hurdle for LTI options is based on Relative TSR. The performance / vesting period is three years	Performance hurdles are set at an exercise price that is based on the concept of an “indexed option”. Under the plan, the exercise price of the options to be issued is set at a price where the options only vest if SEEK’s share price performance exceeds that of the historic returns over 15 years of the ASX All Ords index. In the event that LTI Options vest at the end of the three‐ year vesting period, an additional one year share disposal restriction period will apply. For example: (i) Issue date price_:_5 day VWAP at 30 June 2012 is $6.27 (ii) The prior 15 year rolling CAGR returns for the ASX All Ords was 5.8% Then: The exercise Price for each LTI option is $6.27 x (1.058 to the power of 3) = $7.43 This represents a total premium of 18.5% over three years.	In relation to SEEK executive LTI options, the Board considers that the RTSR performance hurdle used in FY12 could result in LTI incentives being paid to executives in scenarios where SEEK achieves either negative returns or returns above the peer group but below the All Ords index. The Board recognises that this outcome would not be aligned with shareholder interests. The Board considers that its adoption in FY13 of a performance hurdle set at an exercise price based on the concept of an “indexed plan” removes this anomaly. The exercise price is set at the strike price, being the price at which options vest. The exercise price is determined by grossing up the SEEK share price at issue date by the prior 15 year rolling CAGR returns for the ASX All Ords Index over a three year period.The Board determined that that the 15 year period of historic rolling CAGR returns is an appropriate measure and timeframe as it captures the impact of factors such as macroeconomic fluctuations and equity market volatility over several economic cycles. To ensure executives are focused on creating sustainable shareholder wealth over the medium to long term, in the event that LTI Options vest at the end of the three‐year vesting period, an additional one year share disposal restriction period will apply. As a result, the executive’s ability to derive value from the LTI Options is restricted for a total period of 4 years. The Board believes that this indexed option hurdle is the most aligned measure of absolute shareholder value creation.

21

APPENDIX

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22

Lodge your vote:

• By Mail:

SEEK Limited

ABN 46 080 075 314

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

T 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 Tuesday 27 November 2012

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. 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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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 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 I/We being a member/s of Seek Limited hereby appoint the Chairman OR of the Meeting

XX

 PLEASE NOTE: Leave this box blank if OR 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Seek Limited to be held at River Room 3, Crown Melbourne, 8 Whiteman Street, Southbank on Thursday, 29 November 2012 at 3:00pm and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2, 4a and 4b (except where I/we have indicated a different voting intention below) even though Items 2, 4a and 4b are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2, 4a and 4b by marking the appropriate box in step 2 below.

Items of Business  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.

			For	Again	st Abstain
Item	2	Remuneration Report
Item	3a	Re-election of Mr Colin Carter as a Director
Item	3b	Election of Mr Graham Goldsmith as a Director
Item	4a	Grant of perfomance right to Mr Andrew Bassat for financial year ending 30 June 2013
Item	4b	Grant of long term incentive options to Mr Andrew Bassat for financial year ending 30 June 2013

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
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S E K

1 5 5 7 9 6 A

SEEK Limited ABN 46 080 075 314

T 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