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 27 November 2014
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 2014.

2. Re-election and election of Director

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

(a) "That, Mr Neil Chatfield, who retires by rotation in accordance with rule 24.1(a) of SEEK's Constitution, being eligible, be re-elected as a Director of SEEK."
(b) "That, Ms Julie Fahey, who was appointed as a Director of SEEK by the Board on 23 July 2014 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."

3. 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 2014."

4. Grants of a performance right and long term incentive options to the Managing Director and Chief Executive Officer, Mr Andrew Bassat for the financial year ending 30 June 2015

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 514,285 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

Moana Weir Company Secretary 24 October 2014

VOTING RESTRICTIONS

Resolution 3

A vote must not be cast (in any capacity) on resolution 3 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 3 by such a person as proxy for a person entitled to vote on resolution 3 and either:

the proxy appointment is in writing and specifies how the proxy is to vote on resolution 3; or
the proxy is the Chairman of the meeting; and
- the appointment does not specify the way the proxy is to vote on resolution 3; 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 3 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 3.

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 or any of Mr Bassat's associates.

Further, a vote must not be cast on resolutions 4(a) or 4(b) 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 4(a) or 4(b) if:

it is cast by a person referred to above as proxy for a person who is entitled to vote on resolutions 4(a) or 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) or 4(b) (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.

If you appoint the Chairman of the meeting as your proxy on resolutions 4(a) or 4(b) 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.

The Chairman of the meeting intends to vote undirected proxies in favour of resolutions 4(a) and 4(b).

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 25 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 20 November 2014.

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 SEEK shareholder 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;
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 25 November 2014. 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.

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 25 November 2014, 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 Limited, 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 the shareholder'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-au.computershare.com/Investor/help/PrintableForms.

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(a) – Re-election of Neil Chatfield

Mr Neil Chatfield retires by rotation in accordance with rule 24.1(a) of SEEK's Constitution and, being eligible, offers himself for re-election.

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

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

In addition to SEEK, Neil also holds non-executive roles across a range of industries, and is currently the Chairman of Virgin Australia Holdings Ltd. He is also a non-executive director of Transurban Group and Recall Holdings Limited, all ASX listed companies. Neil's most recent executive role was executive director and Chief Financial Officer of ASX listed Toll Holdings Ltd, Australia's largest transport and logistics company, a position he held for over 10 years.

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

The Board (other than Mr Neil Chatfield who will abstain because of his interest in this resolution) recommends that shareholders vote in favour of this resolution.

Item 2(b) – Election of Julie Fahey

Ms Julie Fahey is a new director, having been appointed by the Board on 23 July 2014 in accordance with article 25.4(a) of SEEK's Constitution. Ms Fahey retires in accordance with article 25.4(b) of SEEK's Constitution, and being eligible, offers herself for election.

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 requirement to meet SEEK's objectives. The Board conducted a review of its composition in 2014 through its Nomination Committee, and determined that the Board and SEEK would benefit from the addition of a new Director to increase the existing skills, experience and diversity of directors.

The Board conducted a director selection process in 2014, and is pleased to recommend Ms Julie Fahey for election by shareholders. Julie brings to the Board high calibre technology and financial services experience acquired from over 30 years of working in these industries.

Julie Fahey is an independent non-executive director. She is a member of both the SEEK Nomination Committee and the SEEK Audit and Risk Management Committee.

Julie has executive technology and international business experience in major organisations such as Western Mining, Exxon, Roy Morgan, General Motors and SAP, covering consulting, software vendor and Chief Information Officer roles.

In addition to her industry experience, Julie spent 10 years at KPMG as a partner with the firm, during which time she held roles as National Lead Partner Telecommunications, Media and Technology, and National Managing Partner – Markets. Julie was also a member of the KPMG National Executive Committee.

Julie has a Bachelor's degree in Applied Science.

The Board (other than Ms Julie Fahey who will abstain because of her interest in this resolution) recommends that shareholders vote in favour of this resolution.

Item 3 – Remuneration Report

The Remuneration Report contains information about the remuneration policy of SEEK and the remuneration of non-executive directors, the CEO and senior executives for the financial year ended 30 June 2014.

The Remuneration Report is included in SEEK's 2014 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 4 – Grants of a performance right and long term incentive options to the Managing Director and Chief Executive Officer, Mr Andrew Bassat for the financial year ending 30 June 2015

Resolutions 4(a) and 4(b) seek shareholder approval for the issue of securities to the Managing Director and Chief Executive Officer ("CEO"), Mr Andrew Bassat, under the terms of SEEK's executive remuneration plan for the financial year ending 30 June 2015.

The key elements of SEEK's executive remuneration plan have been in place since 2012. A summary of those elements, as described in the SEEK 2014 Remuneration Report, is set out in the Appendix to this Notice of Annual General Meeting. Details of the application of SEEK's executive remuneration plan to all SEEK executives in FY14 is set out in the SEEK 2014 Remuneration Report.

If shareholders approve resolutions 4(a) and 4(b), the FY15 performance right and long term incentive options ("LTI 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 Mr 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 page 3, the Chairman of the meeting intends to vote undirected proxies in favour of these resolutions.

CEO remuneration package1 in FY15

	FY2014 package		FY2015 package
	$	%	$	%
Base salary	1,775,000	50%	2,040,000	50%
Performance right	887,500	25%	816,000	20%
LTI Options2	887,500	25%	1,224,000	30%
Total Remuneration	3,550,000		4,080,000

As shown above, indicative total remuneration for the CEO in FY15 is 15% higher than in FY14, with the increase split as follows:

o Base salary: 7% increase
o Performance right: 2% decrease
o LTI options: 10% increase

CEO indicative package includes base salary (including superannuation) and grant value of 1 Performance Right and LTI options.

CEO remuneration benchmark

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. For further details of SEEK's benchmarking approach, refer to the Appendix to this Notice of Annual General Meeting.

Total remuneration for the CEO for FY15 places the CEO at the 51st percentile3 (FY14: 64th percentile) of the SEEK comparator group.

Change in CEO remuneration components for FY15

As shown above, for FY15, the SEEK Board has increased the LTI Option component of the CEO's remuneration package to 30% (from 25% in FY14) and decreased the performance right component to 20% (from 25% in FY14). The SEEK Board considers that this structure better reflects the type of

1 Package outlined includes base salary, superannuation, performance right grant value and grant value of LTI Options. The package is indicative, since the CEO will not realise the benefit of the performance right 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 SEEK Remuneration Report for the respective financial year. Statutory remuneration as disclosed in the SEEK Remuneration Report, and as required by Accounting Standards, includes non-monetary benefits, long service leave and annual expense for active share-based payment plans.

2 Total value at issue date of LTI Options issued as part of the remuneration package in the year. As required by AASB2 Share Based Payments, final fair value of LTI Options is determined on grant date should shareholders approve the issue of the LTI Options to Mr Bassat.

3 Total remuneration falls at 51st percentile based on the comparator group at 31 March 2014. It is important to note that where the CEO's remuneration package may sit in the comparator group each FY 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.

CEO remuneration package which is prevalent in the overseas markets in which SEEK operates and competes for global talent.

Relationship between Remuneration and Company Performance

The SEEK executive remuneration strategy focuses on rewarding executives for driving long term and sustainable shareholder growth. In line with this focus, the ultimate value to the CEO of the grant of the performance right and LTI Options is determined by SEEK's performance and share price.

SEEK's performance and future opportunities both domestically and in international markets have evolved strongly in the past five years as driven by its executive team, with consistent growth in SEEK's financial results, reflecting long term value for shareholders.

	2014	2013	2012	2011	2010
NPAT (excluding sig. items) attributable to SEEK ($'m)4	179.7	141.1	130.5	104.6	83.1
Share price at year end ($)	15.85	9.07	6.34	6.44	7.01
Weighted average share price ($)	13.64	8.58	6.11	6.86	6.30
Basic EPS (cents)	57.7	89.0	39.1	29.0	26.6
Total dividend (cents per share)	30.0	22.0	17.3	14.3	11.9

Key financial information is outlined in the table below.

The results of a review undertaken by an independent remuneration consultant on SEEK's total shareholder return ("TSR") performance for the period Sept 2011 – Sept 2014 showed that SEEK's relative TSR performance was ranked 2nd out of 117 entities in the peer group. The relevant peer group was the S&P/ASX 200 index at 1 September 2011 (excluding real estate, metals & mining and energy). This highlights strong growth in SEEK shareholder value over the medium term.

SEEK's share price for the last five years is highlighted below, in comparison to SEEK's past and present comparator groups.

4 Normalised NPAT excludes the impact of one-off significant items in each year.

Summary of SEEK Executive Performance Right and LTI Option Plan Terms

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

	Maximum number, value and price
Performance right	¾One performance right is to be granted to Mr Bassat and isconvertible into ordinary shares in SEEK ("Shares") following theexpiry of a qualification period of one year (the "PerformanceRight Qualification Period").
	¾Shares provided on exercise are held by a Trustee and subject torestrictions on dealing during an 18 month period due to expireon 1 January 2017. During this period, Mr Bassat will receive thebenefit of any dividends and other shareholder benefits(including voting rights) but will not be able to access or trade inthe Shares.
	¾The maximum value of the performance right is $816,000. This is20% of Mr Bassat's total remuneration package for FY15.
	¾No price is payable for the grant or exercise of the performanceright by Mr Bassat.
LTI Options	¾514,285 LTI Options are to be granted to Mr Bassat.
	¾This number has been determined by dividing $1,224,000 (30% ofMr Bassat's total remuneration package for FY15), by $2.385, theestimated fair value of one option as valued by an independentexternal consultant as at 1 July 2014. The LTI Options will begranted at no cost but each LTI Option has an exercise price of$19.04.
	¾The exercise price represents the volume weighted average priceof Shares for the 10 trading days before 1 July 2014, plus apremium compounded over 3 years reflecting the average15 year rolling compound annual growth rate of the ASX AllOrdinaries.
	¾In the event that LTI Options vest at the end of the three-yearvesting period, an additional one year share disposal restrictionperiod 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 disposable restriction period.

5 As required by AASB2 Share Based Payments, the final fair value of the options will be determined following the 2014 AGM should shareholders approve the issue of the securities to Mr Bassat.

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 Performance Right Qualification PeriodSEEK will calculate the notional value of Shares that could be delivered inrespect of that month following the end of the Qualification Period.ܸ݊݋ܯݑܰ ݕ݈ℎݐ= ݎܾ݉݁ܲܣ
	Monthly Number = the notional number of Shares in respect of arelevant month (rounded up to the nearest whole number)
	V = 1/12th of $816,000
	AP = the volume weighted average price at which Shares were traded onASX during that month.
	Example of calculation
	By way of example, for an annual allocation of $720,000, where in thefirst month of FY14 the volume weighted average price at which Shareswere traded on ASX during that month was $12.50, applying the relevantvalues:
	4,800 shares (Monthly Number)= $60,000 (V)
	$12.50 (AP)
Step 2	Following the end of the one year Performance Right QualificationPeriod, SEEK will calculate the total number of Shares to be provided onexercise of the performance right by aggregating the sum of the12 monthly numbers. These Shares are then subject to restrictions ondealings for a further 18 months.
RetentionCondition	The CEO may forfeit his performance right if he ceases employment withSEEK at any time prior to the end of the one year Performance RightQualification Period.

LTI OPTIONS

	Conditions for Exercise of LTI Options
PerformanceCondition	¾	The LTI Options are subject to an "Exercise EntitlementPercentage" ("EEP") performance condition measured over athree year testing period (1 July 2014 to 30 June 2017).
	¾as follows:	The EEP is tested once on 30 June 2017 (the "Testing Date") bydividing the volume weighted average price of Shares for the 10trading days before the Testing Date (the "Testing Date Price"),by the target premium option strike price of $19.04 (the "TOSP")
		TestingDatePriceEEP=TOSP
	¾over the three year testing period:	The table below sets out the percentage of LTI Options that willvest depending on SEEK's performance against the EEP condition
	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 alsolapse immediately if Mr Bassat ceases employment before the TestingDate unless, subject to applicable law, the Board determines otherwise.

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

At the 2013 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 securitiesgranted to Mr Bassat	Acquisition price foreach security	Exercise price foreach security
LTI Options	672,348	Nil	10.38
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 2013 Notice of Annual General Meeting.

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.

FY14 performance right conversion to shares

The performance right granted to Mr Bassat as approved by shareholders at the SEEK 2013 AGM converted to 67,556 Shares on 1 July 2014, under the formula disclosed at the SEEK 2013 AGM. Those Shares are subject to an 18 month disposal restriction period which will end on 1 January 2016.

67,556 Shares represents 0.02% of SEEK's issued share capital as at 1 July 2014.

APPENDIX

Agenda item 4

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

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. The Board has also carefully considered factors of increasing relevance in this area including SEEK's increasing exposure to offshore markets, as well as the number of global players competing for talent within the markets in which SEEK operates. To this end, for Financial Year 2015 the Board obtained additional benchmark data from global IT sector companies in other markets in which SEEK competes for executive talent, primarily in the US, to improve and widen the scope of its benchmarking data.

2. Performance Rights which convert to shares

From FY13, the Board removed short-term incentives from the remuneration packages of the direct reports of SEEK's CEO. 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 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.

For FY15, 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.

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 approximately one-third of their base remuneration 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.

Lodge your vote:

By Mail:

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

In Person:

Yarra Falls Computershare Investor Services Pty Ltd 452 Johnston Street Abbotsford, Victoria 3067

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

*S000001Q01*

For your vote to be effective it must be received by 3.00pm (Melbourne time) Tuesday 25 November 2014

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 or abstain as they choose (to the extent permitted by law). 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 help tab, "Printable 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

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Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf STEP 1

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

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 Park Hyatt, Trilogy Room, 1 Parliament Square (off Parliament Place), Melbourne on Thursday, 27 November 2014 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), I/we expressly authorise the Chairman to exercise my/our proxy on Items 3, 4(a) and 4(b) (except where I/we have indicated a different voting intention below) even though Items 3, 4(a) and 4(b) 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 3, 4(a) and 4(b) by marking the appropriate box in step 2 below.


		For	Against	Abstain
Item 2(a)	Re-election of Mr Neil Chatfield as a Director of SEEK
Item 2(b)	Election of Ms Julie Fahey as a Director of SEEK
Item 3	Remuneration Report
Item 4(a)	Grant of one performance right to Mr Andrew Bassat
Item 4(b)	Grant of long term incentive options to Mr Andrew Bassat

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
Sole Director and Sole Company Secretary	Director		Director/Company Secretary
Contact		ContactDaytime		/	/
Name		Telephone	Date