SEEK LIMITED — Capital/Financing Update 2014

Nov 20, 2014

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ASX Announcement

21 November 2014

Completion of the JobStreet Transaction

Key Insights

• SeekAsia Limited (“SEEK Asia”) has completed the transaction to acquire 100% of the online employment businesses[1] of JobStreet Corporation Berhad (“JobStreet”)

• SEEK Group (“SEEK”) to own c75% of combined JobStreet & JobsDB (“MergeCo”)

• SEEK confirms previous guidance that the transaction is slightly cash earnings[2] per share accretive in FY15 and strongly accretive thereafter

SEEK today announced that SEEK Asia, a majority owned subsidiary, has finalised the completion of the JobStreet transaction with the following key highlights:

Transaction Consideration & Capital Structure

Total consideration paid by SEEK Asia was cUS$586m (inclusive of transaction costs, working capital adjustments, etc) which comprises of the following:

• Deal consideration for JobStreet of MYR 1,890m or cUS$582m

• Transaction costs, working capital adjustments and other items totaling cUS$4m

The split of the total consideration is as follows:

• SEEK’s consideration of cUS$372m comprising of:

• Existing JobStreet equity of cUS$114m[3]

• Cash contribution of cUS$258m funded primarily via SEEK’s Group Debt Facilities (primarily from the USD debt facility)

• SEEK Asia co-investors, Newscorp & Tiger Global have contributed cUS$80m

• SEEK Asia accessed debt of US$135m[4]

1 The online employment businesses included in this transaction are Malaysia, Singapore, Indonesia, Philippines and Vietnam. This transaction does not include JobStreet.com’s operations in Thailand, India, Japan and Autoworld, or the JobStreet.com Berhad listed company

2 Excludes any amortisation of identifiable intangibles that may arise from purchase price allocation activities, transaction and one-off restructuring costs, and other non-cash items

3 Based on SEEK owning c19.9% of JobStreet equity after accounting for equity dilution relating to the transaction 4 Includes bank debt of US$125m (non-recourse to the SEEK Group) and a loan from SEEK Limited

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Ownership Structure

Based on this transaction and in combination with JobsDB, the equity ownership splits will be:

• SEEK c75.6%

• Newscorp c12.1%, Tiger Global c9.0%, Macquarie Capital c3.3%[5]

SEEK will also continue to own c20% of the listed JobStreet entity which is listed on the Malaysian Stock Exchange.

Other Details

• SEEK to record a material non-cash fair value uplift to the P&L (in respect of its existing ownership in JobStreet) with the final amount to be confirmed at SEEK’s H1 FY15 result

• The increased financial contribution reflecting the acquisition of JobStreet will be consolidated into SEEK’s financial statements (via SEEK Asia) from 20 November 2014

• SEEK has up to 12 months to finalise the purchase price allocation (“PPA”) process for JobStreet. An update will be provided at the time of SEEK’s H1 FY15 result

• SEEK Group pro-forma net debt post completion is cA$420m

Discussion on Completion

Jason Lenga, Managing Director of SEEK International said,

“We are delighted to complete this transaction. Alongside the management teams of JobStreet and JobsDB, we are looking forward to delivering more value to jobseekers and employers across South East Asia. SEEK would like to thank its fellow SEEK Asia shareholders for their ongoing support.”

Amounts shown in US dollars based on USD:MYR exchange rate of 3.246

For further information or to arrange an interview please contact:

Investors & Analysts John Armstrong / Jeff Tang SEEK Limited (03) 8517 4484

Media Sarah Macartney SEEK Limited (03) 8306 0818

5 Macquarie Capital’s ownership in SEEK Asia is based on their current effective equity interest in JobsDB

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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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