SEEK LIMITED — Capital/Financing Update 2015

Dec 10, 2015

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

SEEK LIMITED

ABN

46 080 075 314

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1	+Class of +securities issued or tobe issued	Issue 1: Long Term Incentive rights issued underthe SEEK Performance Rights andOptions Plan (LTI Rights)
		Issue 2: Performance rights issued underthe SEEK Performance Rights andOptions Plan (Performance Rights)
2	Number of +securities issued ortobeissued (if known) ormaximum number which maybe issued	Issue 1: LTI Rights: 249,801Issue 2: Performance Rights: 2

+ See chapter 19 for defined terms.

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Issue 1: LTI Rights

Each LTI Right entitles the holder to acquire one fully paid ordinary share in SEEK. The LTI Rights are subject to a performance condition (the "Exercise Entitlement Percentage") which is measured over a three year testing period (1 July 2015 to 30 June 2018). All of the LTI Rights will lapse if the performance condition is not satisfied. If the LTI Rights vest, they will be subject to an exercise restriction period until 1 July 2019.

Issue 2: Performance Rights

Each Performance Right entitles the holder to acquire a number of fully paid ordinary shares in SEEK if the Performance Right vests. The number of shares that will be provided if a Performance Right vests will be determined in accordance with a conversion formula as set out in the SEEK 2015 Notice of Meeting. The Performance Rights are automatically exercised following vesting. There is no amount payable by a holder on issue or exercise of a Performance Right. The shares provided on exercise of each Performance Right will be subject to a 12 month disposal restriction period ending on 1 July 2017.

(a) Exercise price – Nil

(b) Vest date – 1 July 2018

(c) Exercise period – 1 July 2019 to 1 July 2020

(d) Expiry date – 1 July 2020

+ See chapter 19 for defined terms.

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Issue 1 and 2: Prior to exercise, the LTI Rights and the Performance Rights do not carry a right to vote or receive dividends or distributions. The ordinary shares provided on exercise of the LTI Rights and the Performance Rights will rank equally with the fully paid ordinary shares then on issue.

5 Issue price or consideration Issue 1: LTI Rights: Nil consideration

Issue 2: Performance Rights: Nil consideration

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Issue 1: LTI Rights

The LTI Rights are issued to executives, as part of SEEK's Long Term Incentive Remuneration Plan. LTI Rights are issued under the Performance Rights and Options Plan. The CEO's LTI Rights were issued after shareholder approval was granted at the SEEK 2015 AGM.

Issue 2: Performance Rights

Performance Rights are issued to executives, as part of SEEK's FY16 executive remuneration plan. The CEO's Performance Rights were issued after shareholder approval was granted at the SEEK 2015 AGM.

+ See chapter 19 for defined terms.

6a	Is the entity an +eligible entitythathasobtainedsecurityholderapprovalunderrule7.1A?	Not applicable
	If Yes, complete sections 6b –6h in relation to the +securitiesthe subject of this Appendix 3B,and comply with section 6i
6b	The datethe security holderresolution under rule 7.1A waspassed	Not applicable
6c	Number of +securities issuedwithoutsecurityholderapproval under rule 7.1	Not applicable
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Not applicable
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	Not applicable
6f	Number of +securities issuedunder an exception in rule 7.2	Not applicable
6g	If +securities issued under rule7.1A, was issue price at least75%of15dayVWAPascalculatedunder rule 7.1A.3?Include the +issue date and bothvalues.Include the source ofthe VWAP calculation.	Not applicable
6h	If +securities were issued underrule7.1Afornon-cashconsideration,statedateonwhichvaluationofconsideration was released toASX Market Announcements	Not applicable
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Not applicable

+ See chapter 19 for defined terms.

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Issue 1: LTI Rights

• 67,088 on 2 November 2015
• 182,713 on 7 December 2015 (CEO)

Issue 2: Performance Rights

• 1 on 2 November 2015
• 1 on 7 December 2015 (CEO)
• 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
Ordinary shares	344,437,882

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
Options	6,923,843
LTI Rights	622,985
Performance Rights	10

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	Not applicable
12	Is the issue renounceable or nonrenounceable?	Not applicable
13	Ratio in which the +securitieswill be offered	Not applicable
14	+Class of +securities to which theoffer relates	Not applicable

+ See chapter 19 for defined terms.

15	+Recorddatetodetermineentitlements	Not applicable
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	Not applicable
17	Policy for deciding entitlementsin relation to fractions	Not applicable
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	Not applicable
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	Not applicable

+ See chapter 19 for defined terms.

20	Names of any underwriters	Not applicable
21	Amount of any underwriting feeor commission	Not applicable
22	Names of any brokers to the	Not applicable
	issue
23	Fee or commission payable tothe broker to the issue	Not applicable
24	Amountof any handling feepayable to brokers who lodge	Not applicable
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on	Not applicable
	security holders' approval, the
	date of the meeting
26	Date entitlement and acceptance	Not applicable
	form and offer documents will
	be sent to persons entitled
27	If the entity has issued options,	Not applicable
	and the terms entitle option
	holderstoparticipateonexercise,thedateonwhich
	notices will be sent to option
	holders
28	Date rights trading will begin (if	Not applicable
	applicable)
29	Date rights trading will end (ifapplicable)	Not applicable
30	How do security holders sell	Not applicable
	their entitlements in full through
	a broker?
31	How do security holders sell part	Not applicable
	of their entitlements through a
	brokerandacceptforthe
	balance?

+ See chapter 19 for defined terms.

32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33 +Issue date Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of +securities (tick one)
• (a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
• 36 If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	Not applicable
39	+Class of +securities for whichquotation is sought	Not applicable
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Not applicable
	If the additional +securities donot rank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	Not applicable
	(if issued upon conversion ofanother +security, clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX+securities(includingtheinclause 38)	NumberNot applicable	+ClassNot applicable

+ See chapter 19 for defined terms.

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the + securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Company secretary

Sign here: Moana Weir Date: 11 December 2015

== == == == ==

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

+ See chapter 19 for defined terms.