SEEK LIMITED — Capital/Financing Update 2012

Jun 3, 2012

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ASX Announcement

4 June 2012

SEEK announces offer of SEEK Subordinated Notes

Transaction highlights:

• SEEK Limited (SEEK) to issue SEEK Subordinated Notes

• SEEK intends to raise $125 million through the Offer, with the ability to raise more or less

• The funds raised from the Offer will:

• Be used to repay part of SEEK’s existing syndicated debt facility

• Provide SEEK with a greater diversity in the source and maturity profile of its funding

• Provide SEEK with the flexibility to fund further investment in its business

SEEK today lodged a Prospectus with the Australian Securities & Investments Commission (ASIC) for an offer of perpetual, non-cumulative, subordinated notes at $100 each (Notes) to raise approximately $125 million, with the ability to raise more or less (Offer). SEEK will apply for Notes to be quoted on ASX. A copy of the Prospectus will be released to ASX.

“SEEK is one of the world’s largest online employment classifieds businesses (by market capitalisation)[1] and a provider of both online and classroom education and training. These businesses provide strong and diverse earnings and cash flows. This offer provides investors with an opportunity to diversify their investment portfolio through a security in an Australian company with exposure to international growth markets”, said SEEK Chief Financial Officer, John Armstrong.

“SEEK Subordinated Notes will further strengthen SEEK’s capital position by providing diversity, flexibility and increased tenure to its capital structure”, Mr Armstrong says.

Separately, SEEK re-affirms its guidance that H2 FY12 Revenue and EBITDA will be strongly ahead of H2 FY11, and expects H2 FY12 to be similar or slightly ahead of H1 FY12.[2]

About Notes

Notes are perpetual, non-cumulative, subordinated notes to be issued by SEEK which are redeemable or convertible by SEEK in certain circumstances. Notes rank ahead of shares and behind all unsubordinated or senior creditors of SEEK.

Distributions are payable at the absolute discretion of the Board and are expected, but not guaranteed, to be fully franked. To the extent a Distribution is not fully franked, the Distribution will be grossed-up in accordance with the Terms. The first distribution payment is scheduled to occur on 31 December 2012 and subsequently semi-annually on 29 June and 29 December each year until no Notes remain outstanding.

1 As at 1 June 2012.

2 Guidance refers to SEEK Group EBITDA which excludes the positive impact of financial consolidation of the recently announced OCC Mundial and Brasil Online Holdings acquisitions.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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Until 29 June 2017 (Call Date), the Distribution Rate for each Distribution Period will be a fixed rate equal to the greater of:

• 8.60% x (1- Tax Rate), that is 6.02% fully franked, calculated using the tax rate at 4 June 2012 of 30%

• the (Swap Rate + Margin) x (1- Tax Rate), fully franked

The Margin is to be determined under the Bookbuild and is expected to be in the range of 5.00% and 5.50% per annum. The Distribution Rate for Distribution Periods prior to the Call Date will be set on 29 June 2012 (“Issue Date”) according to the above formulas with reference to Swap Rate on that date. If Notes remain outstanding following the Call Date, the Distribution Rate for each Distribution Period will be a floating rate equal to the sum of the Bank Bill Swap Rate plus the Margin, which will increase by 2.00%, together multiplied by (1- Tax Rate), on a fully franked basis.

In addition to the increase in Margin, if any Notes remain outstanding following the Call Date, a Dividend Restriction will restrict SEEK from paying dividends on shares and taking certain other capital actions until no Notes remain outstanding.

About the Offer

The Offer comprises:

• a shareholder Offer made to Eligible Shareholders[1]

• ;

• a Broker Firm Offer made to retail clients of syndicate brokers in Australia, who have been invited to bid for Notes in the Bookbuild; and

• an Institutional Offer to Institutional Investors who have been invited to bid for Notes in the Bookbuild

The Offer is scheduled to open on 12 June 2012, following the completion of a roadshow and Bookbuild for retail brokers and institutional investors. The Closing Date for the Offer is 25 June 2012 in respect of the Shareholder Offer, and 28 June 2012 in respect of the Broker Firm Offer. SEEK reserves the right to withdraw the Offer, extend the Offer, close the Offer early without notice, or scale back applications depending on investor demand.

The total amount raised will depend on the outcome of the Bookbuild and demand from other investors, including SEEK shareholders during the Offer Period. The minimum investment is $5,000 (50 Notes) and thereafter in multiples of $1,000 (10 Notes). Investors should read the Prospectus in full before deciding whether to invest in Notes.

The full terms of Notes are set out in Appendix A to the Prospectus. A Replacement Prospectus, containing the Margin and application forms, will be made available from the Opening Date of the Offer, expected to be on Tuesday, 12 June 2012. Anyone wishing to invest in Notes will need to complete the Application Form attached to or accompanying the replacement prospectus or apply online through the SEEK Subordinated Notes Offer website (www.seeknotesoffer.com.au).

For further information on the Offer or to obtain a copy of the Prospectus please call the SEEK Offer Information line on 1300 652 061 or +61 3 9415 4018, Monday to Friday 8.30am - 5.30pm ( Melbourne time ) or visit www.seeknotesoffer.com.au.

Goldman Sachs is acting as Structuring Adviser. The Joint Lead Managers are Commonwealth Bank of Australia, Goldman Sachs and National Australia Bank.

1 An Eligible Shareholder is a holder of ordinary shares in SEEK with a registered address in Australia at 7.00pm (Melbourne time) on Thursday, 31 May 2012.

2

Key dates for the Offer

Key dates for the Offer
Lodgement of Prospectus with ASIC	4 June 2012
Commencement of Bookbuild to determine the Margin	8 June 2012
Margin announced and Opening Date for the Offer and lodgement of the ReplacementProspectuswith ASIC	12 June 2012
Closing Date for the Shareholder Offer	25 June 2012
Closing Date for the Broker Firm Offer	28 June 2012
Issue Date	29 June 2012
Notes begin trading on ASX (on a deferred settlement basis)	2 July 2012
Despatch of Holding Statement by	5 July 2012
Notes begin trading on ASX (on a normal settlement basis)	6 July 2012

The key dates for the Offer are indicative only and subject to change without notice.

IMPORTANT NOTICE: SEEK Subordinated Notes (Notes) are to be issued by SEEK Limited (SEEK). SEEK has lodged a prospectus with ASIC in relation to the offer of Notes ("Prospectus", which term shall include the replacement prospectus expected to be lodged with ASIC confirming the margin). This announcement is not an offer, or an invitation to apply for, Notes. The offer of Notes is being made pursuant to the Prospectus, and anyone who wishes to apply for Notes will need to complete the application form that is in or accompanies the Prospectus.

The provision of this announcement is not, and should not be considered as, a securities recommendation or financial product advice. SEEK is not licensed to provide financial product advice. This announcement and the information it contains does not take into account your investment objectives, financial situation or particular needs. An investment in Notes is subject to investment risk, including delays in repayment and loss of income and principal invested - refer to the Prospectus. In deciding whether to subscribe for Notes you should read the Prospectus in its entirety and seek investment advice from your financial adviser or other professional adviser.

This announcement contains certain “forward-looking statements”. Forward looking words such as, “expect”, “should”, “could”, “may”, “predict”, “plan”, “will”, “believe”, “forecast”, “estimate”, “target” and other similar expressions are intended to identify forward-looking statements within the meaning of securities laws of applicable jurisdictions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Such forward-looking statements, opinions and estimates are not guarantees of future performance. No representation or warranty is or will be made by any legal or natural person in relation to the accuracy or completeness of all or part of this document, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in, or implied by, the information or any part of it. To the full extent permitted by law, SEEK disclaims any obligation or undertaking to release any updates or revisions to the information contained in this document to reflect any change in expectations or assumptions.

-ends-

For further information or to arrange an interview please contact:

Investors / Analysts John Armstrong / Andrew Bassat SEEK Limited (03) 8517 4142	Media Peter Osborne SEEK Limited (03) 8517 4578

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