SEEK LIMITED — AGM Information 2013

Oct 29, 2013

==> picture [107 x 115] intentionally omitted <==

Notice of Annual General Meeting

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

Venue: Trilogy Room Park Hyatt, 1 Parliament Square (off Parliament Place), Melbourne Date: Thursday 28 November 2013 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 2013.

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 2013. ”

3. Re-election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“ That, Emeritus Professor Denise Bradley AC who retires by rotation in accordance with rule 24.1(c) of SEEK’s Constitution, being eligible, be re-elected as a Director of SEEK. ”

4. Renewal of Proportional Takeover provision

To consider and, if thought fit, to pass the following resolution as a special resolution:

“ That the proportional takeover provision in rule 13.6 of SEEK’s Constitution be renewed for a period of three years commencing on the day this resolution is passed .”

1

5. Grants of a performance right and long term incentive options to the Managing Director and CEO, Mr Andrew Bassat for the financial year ending 30 June 2014

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 672,348 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 5(a) and 5(b) will be voted on as separate ordinary resolutions.

6. Non-executive Director’s Remuneration

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

“That in accordance with rule 22.7(a) of SEEK’s Constitution and for the purposes of ASX Listing Rule 10.17, the maximum remuneration that may be provided by SEEK to the nonexecutive Directors of SEEK as a whole be increased by $250,000 per annum from $1,250,000 per annum to $1,500,000 per annum.”

By order of the Board

==> picture [128 x 52] intentionally omitted <==

Moana Weir Company Secretary 25 October 2013

2

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, details of whose remuneration are included in the Remuneration Report (“ KMP ”) or their closely related parties.

However, a vote may be cast on resolution 2 by such a person as proxy for a person entitled to vote on resolution 2 and:

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

• the proxy is the Chairman of the meeting ; and

• the appointment does not specify the way the proxy is to vote on resolution 2; and

• the 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 KMP.

If you appoint the Chairman of the meeting as your proxy on resolution 2 or the Chairman is appointed your proxy by default, and you do not direct your proxy on how to vote on that resolution, you will be expressly authorising the Chairman of the meeting to exercise your proxy even if that resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman of the meeting intends to vote undirected proxies in favour of resolution 2.

Resolution 5(a), resolution 5(b) and resolution 6

SEEK will disregard:

• any votes cast on resolutions 5(a) and 5(b) by and on behalf of Mr Andrew Bassat or any of Mr Bassat’s associates; and

• any votes cast on resolution 6 by any Director or any of their associates.

Further, a vote must not be cast on resolutions 5(a), 5(b) or 6 by a KMP, or a closely related party of a KMP, acting as proxy if their appointment does not specify the way the proxy is to vote on that resolution.

However, SEEK will not disregard a vote on resolutions 5(a), 5(b) or 6 if:

• it is cast by a person referred to above as proxy for a person who is entitled to vote on resolutions 5(a), 5(b) or 6 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 5(a), 5(b) or 6 (as applicable) 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 KMP.

3

If you appoint the Chairman of the meeting as your proxy on resolutions 5(a), 5(b) or 6 or the Chairman is appointed your proxy by default, and you do not direct your proxy how to vote on those resolutions, please note that:

• you will be expressly authorising the Chairman of the meeting to exercise your proxy even if that resolution is connected directly or indirectly with the remuneration of the KMP; and

• the Chairman of the meeting will not be able to exercise your proxy on resolution 6 unless you also tick the box in Step 1 of the proxy form.

The Chairman of the meeting intends to vote undirected proxies in favour of resolutions 5(a) and 5(b) and, where entitled to do so, resolution 6.

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 7.00pm (Melbourne time) on Tuesday 26 November.

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 Thursday 21 November 2013.

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 9415 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;

4

• 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.

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 3.00pm (Melbourne time) on Tuesday 26 November 2013. 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 Ltd 452 Johnston Street Abbotsford, Victoria 3067

By post:

SEEK Limited c/- Computershare Investor Services Pty Ltd 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.

5

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 26 November 2013, 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 850 505 within Australia or +61 3 9415 4000 outside Australia between 9.00am and 5.00pm (Melbourne time) or at www.computershare.com.au/investors.

6

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 2013.

The Remuneration Report is included in SEEK’s 2013 Annual Report. It is also 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 Emeritus Professor Denise Bradley AC

Emeritus Professor Denise Bradley AC retires by rotation in accordance with rule 24.1(c) of SEEK’s Constitution and, being eligible, offers herself for re-election.

Professor Denise Bradley AC is an independent non-executive director of SEEK. She was appointed to the Board in February 2010.

Professor Bradley has been extensively involved in national education policy groups for more than two decades. She was a member of the Commonwealth Tertiary Education Commission (CTEC) and later of the National Board of Employment, Education and Training (NBEET) and was deputy chair of the Higher Education Council of NBEET.

In 2008 she chaired the Expert Panel which undertook the National Review of Higher Education. She has also had significant roles on other government and educational boards and committees involved in higher education and training. She has had long experience as a member and Chair of private, not for profit companies.

Professor Bradley is also a former President and Chair of IDP Education Australia Pty Ltd in which SEEK has a 50% investment in partnership with Australian Universities.

7

Professor Bradley is currently a member of the Education Investment Fund Advisory Board, a member of the NSW National Partnerships Evaluation Committee, and Chair of VERNet.

On Australia Day 2008 Professor Bradley was made a Companion of the Order of Australia, Australia’s highest honour, in recognition of her service to higher education.

The Board (other than Denise Bradley) recommends that shareholders vote in favour of Denise Bradley’s re-election.

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

Item 4 - Renewal of Proportional Takeover provision

The Corporations Act permits a company’s constitution to include a provision that enables it to refuse to register shares acquired under a proportional takeover bid unless a resolution is passed by shareholders to approve the bid.

The proportional takeover approval provisions were first included in SEEK’s Constitution when the Constitution was first adopted on 11 March 2005 and were last renewed on 30 November 2010. As provided in rule 13.7 the existing proportional takeover provision will cease to have effect three years after the date of its adoption, being 30 November 2013. If renewed, the proposed proportional takeover provision will be in exactly the same terms as the existing provisions in rule 13.6.

The Board considers it is in the interests of shareholders to renew the existing proportional takeover provision for the maximum period permitted by law, being a further three years.

Proportional Takeover Bid

A proportional takeover bid is a takeover bid where the offer made to shareholders is only for a proportion of each shareholder’s shares (i.e. less than 100 per cent).

Effect of a Proportional Takeover Bid Provision

If rule 13.6 is renewed and a proportional takeover bid is made, the Board must convene a general meeting of the members entitled to vote on the resolution to approve the takeover bid. To be effective, the resolution must be voted on at least 14 days before the last day of the bid period.

Each shareholder has one vote for each fully paid share held. The vote is decided on a simple majority. The bidder and its associates are not allowed to vote. If the resolution is not passed, no transfers of shares will be registered as a result of the takeover bid and the offer will be taken to have been withdrawn. Any documents sent to the bidder accepting the offer must be returned and any contracts formed by any acceptances will be rescinded. If the resolution to approve the bid is not voted on at least 14 days before the last day of the bid period, the bid is taken to have been approved. If the bid is approved (or taken to have been approved) all valid transfers of shares must be registered provided they comply with the Corporations Act and any relevant provisions of SEEK’s Constitution.

The proportional takeover approval provisions do not apply to full takeover bids and, if this resolution is approved, will only apply until 28 November 2016 unless renewed by shareholders.

8

Reasons for Proposing the Resolution

The Board considers that shareholders should continue to have the opportunity to vote on any proposed proportional takeover bid. Without the proposed proportional takeover provisions, a proportional takeover bid for SEEK might enable a bidder to obtain control of SEEK without the shareholders having the opportunity to sell all of their shares to the bidder. Shareholders may be exposed to the risk of being left as a minority in SEEK and the risk of the bidder being able to acquire control of SEEK without payment of an adequate premium for all of their shares.

The proposed renewal of the existing proportional takeover provisions lessens this risk because it allows shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed.

Knowledge of any Acquisition Proposals

At the date of this Notice of Meeting, no Director is aware of any current proposal by any person to acquire, or to increase the extent of, a substantial interest in SEEK.

Potential advantages and disadvantages of the proportional takeover provisions

The potential advantages for shareholders of the proposed renewal of the proportional takeover provisions under rule 13.6 include:

• Shareholders would have the right to decide by majority vote whether to accept a proportional takeover bid. This should ensure that the terms of any future proportional takeover bid are structured to be attractive to a majority of SEEK’s shareholders;

• It may help shareholders to avoid being locked in as a minority and avoid the bidder acquiring control of SEEK without paying an adequate control premium (ie not being required to pay for all of the shares on issue);

• It increases shareholders’ bargaining power and may assist in ensuring that any proportional takeover bid is adequately priced; and

• Knowing the view of the majority of shareholders may help each individual shareholder to form an opinion on whether to accept or reject an offer under the bid.

The potential disadvantages for shareholders of the proposed renewal of the proportional takeover provisions under rule 13.6 include:

• The proportional takeover provisions may reduce the likelihood of a proportional takeover bid being successful and, accordingly, proportional takeover bids for SEEK Shares may be discouraged; and

• Shareholders may lose an opportunity to sell some of their shares at a premium.

The Board does not perceive the possible disadvantages as justification for not renewing the proportional takeover provisions for the next three years.

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

Item 5 - Grants of a performance right and long term incentive options to the Managing Director and CEO, Mr Andrew Bassat for the financial year ending 30 June 2014

Resolutions 5(a) and 5(b) seek shareholder approval for the issue of securities to the MD and CEO, Mr Andrew Bassat under the terms of SEEK’s executive remuneration plan for the financial year ending 30 June 2014.

9

The key elements of SEEK’s executive remuneration plan were set out in detail in the SEEK 2012 Notice of AGM. This information was provided as background to resolutions, approved by shareholders, to grant a performance right and long term incentive options to Mr Bassat for the financial year ending 30 June 2013.

A summary of SEEK’s executive remuneration plan, as described in the SEEK 2013 Remuneration Report, and information in relation to SEEK’s company performance are set out in the Appendix to this Notice of AGM. Details of the application of SEEK’s executive remuneration plan to all other SEEK executives is set out in the SEEK 2013 Remuneration Report.

If shareholders approve resolutions 5(a) and 5(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 (other than Andrew Bassat who will abstain because of his interest in this resolution) recommends that shareholders vote in favour of these resolutions.

Subject to the voting restrictions set out on pages 3 and 4, the Chairman of the meeting intends to vote undirected proxies in favour of these resolutions.

CEO’s remuneration package[1] in FY14 2

==> picture [455 x 92] intentionally omitted <==

As shown above, indicative total remuneration for the CEO in FY14 is 7.6% higher than in FY13. The structure of the FY14 remuneration package remains the same.

The ultimate value to the CEO of the performance rights and LTI options depends on future company performance and share price.

Total remuneration for SEEK executives is targeted between the 50th to 80th percentiles of a comparator group comprising of companies with similar market capitalisations. For further details of SEEK’s benchmarking approach, refer to the Appendix to this Notice of Meeting.

The FY14 total remuneration package places the CEO at the 64[th] percentile[3 ] (FY13: 68[th] percentile).

1 Package outlined includes base salary, superannuation, performance rights and grant value of Long Term Incentive (LTI) options. 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. 2 Total value at issue date of long-term options issued as part of the remuneration package in the year. As required by AASB2 Share Based Payments , final fair value of options is determined on grant date should shareholders approve the issue of the securities to Mr Bassat.

3 Total remuneration falls at 64th percentile based on peer group at 31 March 2013. 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.

10

The Board considers the CEO FY14 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.

Summary of SEEK Executive 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 and price
Performance right	� One performance right is to be granted to Mr Bassat and is convertible into Shares following the expiry of a qualification period of one year (the “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 1 January 2016. 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. � The maximum value of the performance right is $887,500. This is 25% of Mr Bassat’s total remuneration package for FY14. � No price is payable for the grant or exercise of the performance right by Mr Bassat.
LTI Options	� 672,348 LTI Options are to be granted to Mr Bassat. � This number has been determined by dividing $887,500 (25% of Mr Bassat’s total remuneration package for FY 14), by $1.324, the estimated fair value of one option as valued by an independent external consultant at 1 July 2013. The current grant of options will be granted at no cost but each option has an exercise price of $10.38. � The exercise price represents the volume weighted average price of Shares for the 10 trading days before 1 July 2013, 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.

4 As required by AASB2 Share Based Payments , the final fair value of the options will be determined following the 2013 AGM should shareholders approve the issue of the securities to Mr Bassat.

11

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 disposable 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. ����ℎ�� ������= � �� Monthly Number= the notional number of Shares in respect of a relevant month (rounded up to the nearest whole number) V= 1/12th of $887,500 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 12 monthly numbers. These Shares are then subject to restrictions on dealings for a further 18 months.
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.

12

LTI OPTIONS

	Conditions for Exercise LTI Options	Conditions for Exercise LTI Options
Performance Condition		� The LTI Options are subject to an “Exercise Entitlement Percentage” (“EEP”) performance condition measured over a three year testing period (1 July 2013 to 30 June 2016). � The EEP is tested once on 30 June 2016 (the “Testing Date”) by dividing the volume weighted average price of Shares for the 10 trading days before the Testing Date (the “Testing Date Price”), by the target premium option strike price of $10.38 (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
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.

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

At the 2012 AGM, shareholders approved grants of securities to Mr Bassat under the PROP. In accordance with those shareholder approvals, Mr Bassat was granted the following securities since the last AGM:

Security	Number of securities granted to Mr Bassat	Acquisition price for each security	Exercise price for each security
LTI Options	1,085,526	Nil	7.43
Performance right	1*	Nil	Nil

*The formula for determining the number of shares to be provided to Mr Bassat if the performance right vests and is exercised and the conditions of the performance right are set out in SEEK’s 2012 Notice of Meeting.

13

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

FY13 performance right conversion to shares

The performance right granted to Mr Bassat as approved by shareholders at the SEEK 2012 AGM converted to 106,101 Shares on 1 July 2013, under the formula disclosed at the SEEK 2012 AGM and set out above. Those Shares are subject to an 18 month disposal restriction period which will end on 1 January 2015.

106,101 Shares represents 0.03% of SEEK’s issued share capital as at 1 July 2013.

Example of calculation

As shown in the table above, the formula for calculating the monthly allocation of Shares is:

==> picture [327 x 115] intentionally omitted <==

By way of example, in the first month of FY2013, applying the relevant values:

11,125 shares (Monthly Number) = $68,750 (V) $6.18 (AP)

The formula was applied, with the applicable values, in each month of the FY2013 qualification period to determine the total number of Shares provided on exercise of the performance right for FY2013.

Item 6 - Non-executive Director’s Remuneration

Under rule 22.7 of SEEK’s Constitution and ASX Listing Rule 10.17, the maximum remuneration payable by SEEK to its non-executive Directors must be determined by the shareholders of SEEK in general meeting and may not be varied without shareholder approval.

The maximum aggregate remuneration (including all fees and superannuation contributions but excluding the remuneration of the MD and CEO) that may be provided by SEEK to the non-executive Directors for their services is currently $1,250,000 per annum. The $1,250,000 ceiling was approved by shareholders at SEEK’s Annual General Meeting in November 2011.

The full details of the remuneration paid to the non-executive Directors of SEEK during the financial year ended 30 June 2013 are included in the Remuneration Report. The total remuneration paid to all non-executive Directors during the financial year ended 30 June 2013 was $728,075 leaving SEEK with a buffer of $521,925.

14

The SEEK Board continues to review its composition on an on-going basis, with a view to enhancing its capacity and capabilities to support the ongoing growth of the business.The proposed increase to the ceiling is intended to provide SEEK with sufficient flexibility to make appropriate appointments to the Board if suitable candidates are identified.

Accordingly, the Directors’ seek shareholder approval to increase the maximum remuneration that may be provided by SEEK to its non-executive Directors by $250,000 per annum to a maximum of $1,500,000 per annum.

As the resolution relates directly to them, the Directors do not make a recommendation.

Subject to the voting restrictions set out on pages 3 and 4, where entitled to do so, the Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

15

Agenda item 5

APPENDIX

SEEK’S EXECUTIVE REMUNERATION FRAMEWORK

The SEEK Board is committed to a remuneration framework that is focused on creating sustainable shareholder value.

The Board's intention is to set a level of total remuneration that is fair and reasonable in its structure and quantum. The aim is 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, and recognise that the Group competes on the global stage.

KEY ELEMENTS

1. Benchmark peer group for total remuneration

Total remuneration for SEEK executives is targeted between the 50th to 80th 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.

Very few Australian companies have established strong market positions domestically and overseas in rapidly developing markets as SEEK has done. As well, SEEK is operating in an internet-based industry subject to rapid change and new competitor activity. While the Board has selected a comparator group based on Australian market capitalisations, it recognises that this benchmark does not fully capture the complexity of SEEK or its global competition. However, it does provide a benchmark relevant for many positions in SEEK and the Board is still free to carefully consider how to benchmark SEEK’s executives who are driving the global business.

2. Performance Rights which convert to shares

From FY13, the Board removed short-term incentives from the remuneration packages of SEEK’s CEO and his direct reports. The Board believes that this is simpler, more transparent and better aligned to shareholder interests.

SEEK's CEO and executives are paid an amount as 'fixed' remuneration which is intended to be that amount that attracts and retains the executives through the cycle. It is very transparent in that this is known up-front and not dependent on complex STI formulae at the end of the year. Instead of a cash-based STI, a significant portion of the base payment (one-third) will be paid in performance rights which convert to shares at a future date. The payment in shares means that the value is at risk - as it is for shareholders.

From FY14, for Mr Bassat and all executives, the rights vest after 12 months and are then subject to a disposal restriction period of a further 18 months, as opposed to the standard 12 month period that is common with traditional STIs.

16

3. Long Term Incentive Options

The Board's intention has been to design a long-term incentive scheme that enables executives to share in any wealth that is being created – but only when SEEK’s shareholders are also doing well.

SEEK's executives receive indexed options to the value of one-third of their base package. The strike price for the options is determined by grossing up the SEEK share price at issue date by the rolling CAGR returns of the ASX All Ords Index over 15 years, for each year of the three year performance period. On vesting, an additional one year share disposal restriction period applies, resulting in the executive’s ability to derive value from the LTI Options being restricted for a total period of four years.

The Board believes that this element of the SEEK remuneration scheme is highly aligned to the shareholder's long term interest as it only pays out when SEEK's share price has risen materially, and there is effectively a four year lock before value may be delivered to executives.

SEEK – COMPANY PERFORMANCE

SEEK’s relative share price in comparison to the ASX200 and Companies with Market cap +/- 10 either side of SEEK at 30 June 2013 is outlined below, outlining the strong performance of SEEK against its peers in the past five years.

==> picture [377 x 185] intentionally omitted <==

SEEK’s TSR performance over the past five years is set out below, in comparison to SEEK’s current benchmark peer group, and the ASX 200. It is clear from this data that SEEK’s total shareholder return has outperformed that of its peer groups over the most recent five year period.

	TSR performance 1 July 2008 - 30 June 2013
SEEK Ltd 100.9 %
Peer Groups
ASX 200 17.3 %
Companies with Market cap+/- 10 either side of SEEK 4.3 %

17

Lodge your vote:

SEEK Limited

ABN 46 080 075 314

By Mail:

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

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

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

For all enquiries call:

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

Proxy Form

• For your vote to be effective it must be received by 3:00pm (Melbourne time) Tuesday, 26 November 2013

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. Subject to the voting restrictions set out in the notice of meeting, 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

Your secure access information is:

Update your securityholding

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

174526_Runons/000001/000001/i

==> picture [18 x 18] intentionally omitted <==

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.

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

==> picture [21 x 21] intentionally omitted <==

the Chairman of the Meeting OR

 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of SEEK Limited to be held at the Park Hyatt, Trilogy Room, 1 Parliament Square, Melbourne on Thursday, 28 November 2013 at 3.00pm (Melbourne time) 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) and I/we have not directed my/our proxy how to vote on Items 2, 5(a), 5(b) and/or 6, I/we expressly authorise the Chairman to exercise my/our proxy on Items 2, 5(a), 5(b) and/or 6 even though Items 2, 5(a), 5(b) & 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: For Item 6, this express authority is also subject to you marking the box in the section below.

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, 5(a), 5(b) and/or 6 by marking the appropriate box in step 2 below.

Important for Item 6: If the Chairman of the Meeting is your proxy (or becomes your proxy by default) and you have not directed the Chairman how to vote on Item 6 in step 2 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Item 6, the Chairman of the Meeting will not cast your votes on Item 6 and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 6.

==> picture [20 x 21] intentionally omitted <==

By marking this box, I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Item 6 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

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	3	Re-election of Emeritus Professor Denise Bradley AC as a Director of SEEK
Item	4	Renewal of Proportional Takeover provision
Item	5(a)	Grant of one performance right to Mr Andrew Bassat
Item	5(b)	Grant of long term incentive options to Mr Andrew Bassat
Item	6	Non-executive Director’s Remuneration

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.

==> picture [504 x 77] intentionally omitted <==

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

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 7 4 5 2 6 A