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SEEK LIMITED Capital/Financing Update 2012

May 28, 2012

65765_rns_2012-05-28_f3939519-7042-41a4-8245-51e331e0b4f3.pdf

Capital/Financing Update

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ASX Announcement

29 May 2012

SEEK to increase its ownership stakes in Brasil Online and OCC

Transaction highlights:

  • SEEK Limited (“SEEK”) to increase its ownership stake in Brasil Online to 51% and in Online Career Center Mexico SA de CV (“OCC”) to 57%

  • Purchase price for additional stake in Brasil Online of US$78.8m and OCC of US$22.5m

  • SEEK to consolidate Brasil Online and OCC into SEEK Group financial statements

  • Across both transactions, SEEK expects the transactions to be earnings per share accretive in FY13 on a cash basis[1]

  • SEEK increasing its exposure to highly attractive businesses in emerging markets

SEEK has entered into agreements to increase its ownership stakes in Brasil Online and OCC. Brasil Online operates two leading employment websites (including the market leader Catho Online) in Brazil and OCC is the leading employment website in Mexico.

On completion of the acquisitions SEEK’s shareholding will increase from 30% to 51% in Brasil Online and 41% to 57%[2] in OCC with SEEK now holding controlling interests across both businesses.

These acquisitions reflect SEEK’s continued focus on international expansion and significantly enhances SEEK exposure to the two largest economies in the highly attractive Latin American online employment sector.

Overview of Transactions

SEEK will invest US$78.8m for its additional stake in Brasil Online and US$22.5m for its additional stake in OCC. Across both businesses, SEEK will have typical majority shareholder rights including the right to appoint the majority of Directors to both the Board’s of Brasil Online and OCC.

In Brasil Online, SEEK will acquire its additional shareholding from Tiger Global (16% stake) and Consolidated Press Holdings Limited (5%) whereas in OCC, SEEK will acquire its additional shareholding from Tiger Global (12%) and from existing management (4%). Post transaction, Tiger Global will remain a significant shareholder in both businesses. The founder of OCC will also remain a significant shareholder in the business.

These transactions will be funded via a mixture of cash and SEEK’s existing debt facility. Post-transaction, SEEK’s pro-forma net debt will be c. A$250m[3] which includes A$60m of cash balances in offshore entities. Upon completion of the purchase agreements, SEEK will fully consolidate the financials of Brasil Online and OCC into SEEK’s statutory financial statements.

1 Excludes any amortisation of identifiable intangibles and non cash adjustments that may arise from any purchase price allocation calculations and excludes one-off costs associated with the transaction. 2 On an undiluted basis, SEEK’s pre-transaction shareholding in OCC was 41% and post-transaction the shareholding will be 57% 3 Net Debt estimate as at 31 May 2012 and includes consolidated cash balances from Brasil Online of c.A$16m and OCC of c.A$8m

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Jason Lenga, Managing Director of SEEK International, said: “We are delighted to increase our stakes in both Brasil Online and OCC. Both businesses hold market leadership positions in their respective markets, have a track record of robust financial performance and generate strong free cash flow. Reflecting this, SEEK has received distributions of A$8.6m[4] from Brasil Online and A$2.6m from OCC since investment. We look forward to working with our local management teams to accelerate the growth agenda across Brazil and Mexico.”

“We are also pleased to continue our partnership with Tiger Global, who will maintain significant ownership stakes in both businesses.”

SEEK’s Chief Executive Officer Andrew Bassat is equally excited by the future prospects of the Latin American investments. “These transactions reflect the evolution of SEEK’s international expansion strategy of investing in attractive businesses within growth regions. Our involvement with Brasil Online and OCC to date confirms our strong belief in the future potential for online employment advertising in Latin America, and our further investment is a great step to growing SEEK’s exposure in this developing region” said Mr Bassat.

Expected settlement timeline:

  • Brasil Online within a week, subject to the completion of procedural conditions

  • OCC within a month, subject to the satisfaction of certain completion conditions

Brasil Online (Catho Online only) – Key Metrics

Key job seeker metrics

  • Approximately c. 5.3m visitors

Key advertiser metrics

  • c. 125,000 new job positions advertised every month, c. 5,000 customers paying to access CV Search Database, c. 22,000 unique advertisers

OCC – Key Metrics

Key job seeker metrics

  • Approximately c. 3.0m Unique Browsers per month which represents a lead of c. 5x the nearest competitor on this metric

Key advertiser metrics

  • Total active unique employers c.11,000

  • c. 93,000+ job ads representing over 80% of Mexico’s paid job ads

4 SEEK received c. A$4.2m in distributions in March-12

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About SEEK Limited

SEEK Limited (ASX Code: SEK) is the leading provider of online employment services in Australia and New Zealand. In Australia, seek.com.au now hosts approximately 70% of all jobs on Australia’s major job sites. In a given month, approximately 145,000 job advertisements are posted on seek.com.au and approximately 13.3* million monthly visits. In New Zealand, over 14,000 job ads are now posted on seek.co.nz, New Zealand’s leading job site.

Aside from Brasil Online and OCC, SEEK holds significant investments in leading online employment websites across a number of fast growing economies. SEEK owns 56.1% of Zhaopin (a leading employment website in China) and 22.0% of JobStreet (a leading employment website across SE Asia). SEEK Asia, a majority owned subsidiary of SEEK, owns 80% of JobsDB (leading job network across SE Asia).

SEEK Education business comprises 100% owned businesses being SEEK Learning & THINK Group and SEEK owns 50% of IDP Education & Swinburne Online. SEEK Learning provides sales and marketing services to help people find and enrol in career related education and training. THINK is a leading provider of private vocational education in Australia whilst IDP is the global leader in student recruitment services and also provides English language testing services. Swinburne Online is a 50:50 Swinburne University of Technology and SEEK partnership that will deliver premium online tertiary courses specifically designed to meet the educational needs of working Australians.

*Source: Nielsen Online Ratings, Market Intelligence Traffic Data, monthly, April 2012

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.

Forward-looking statements including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. This announcement contains such statements that are subject to risk factors associated with the markets in which SEEK operates. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a range of variables which could cause actual results or trends to differ materially. Such forwardlooking statements only speak as to the date of this announcement and SEEK assumes no obligation to update such information.

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.

Nothing contained in this document constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action taken on the basis of the information.

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For further information or to arrange an interview please contact:

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

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