SEEK LIMITED — Capital/Financing Update 2017

Mar 19, 2017

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ASX Announcement

20 March 2017

SEEK to increase ownership in Online Education Services

Investment Highlights:

• SEEK to invest cA$118.5m to increase its ownership in Online Education Services (“OES”) from 50% to 80%

• Transaction enables greater flexibility to secure multiple education partners onto the OES platform

• Expect the transaction to be cash EPS accretive in FY18 and strongly accretive over the medium to long-term

• OES will be consolidated into SEEK Group Financial Statements

Overview

Today, SEEK announced that it has entered into binding agreements to increase its ownership interest in OES; a joint venture between SEEK and Swinburne University of Technology (“Swinburne”), from 50% to 80% by acquiring shares in OES from Swinburne.

OES provides industry ready education qualifications online on behalf of education partners. Its first partner, Swinburne Online, has over 9,500 students currently enrolled. Students receive a qualification from Swinburne, established more than 100 years ago and now an internationally ranked university with more than 55,000 students both domestically and internationally. Since SEEK’s initial investment in OES, the business has delivered excellent student outcomes alongside strong financial results, evidenced by:

• Excellent student outcomes: 1,500 alumni since the first graduates in March 2014. Overall teaching satisfaction ranks 8.6 out of 10

• Strong financial results: FY14-FY16 Revenue CAGR of 37%, FY14-FY16 EBITDA CAGR of 33%, dividends paid to shareholders of $37m vs $10m of capital invested since inception

OES’s success to date is testament to the strong management team led by CEO Denice Pitt and the vision of Swinburne and SEEK to reimagine a better way to deliver world class online education.

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Strategic Rationale

The strategic rationale for SEEK to increase its ownership stake in OES is:

1. Facilitate new education partners: Provides OES with greater flexibility to secure multiple education partners onto the OES platform, which will greatly increase its addressable market

2. Organic drivers: OES has meaningful organic growth opportunities via development of new programs, retention initiatives and international expansion. These opportunities are all expected to underpin growth in total students educated

Commenting on today’s announcement, Swinburne University Vice-Chancellor, Professor Linda Kristjanson said,

“ Through OES, Swinburne University has expanded its delivery of relevant, accessible and flexible courses and established itself as a leading provider of online education.”

“Swinburne will continue to invest in new teaching and learning platforms online as well as on-campus, enabling our dedicated academics to provide students with the new, multiple modes of learning they expect.”

Commenting on the transaction, Andrew Bassat, CEO and Co-Founder of SEEK said,

“In just over 5 years, OES has established itself as a world class provider of online education. OES’s success shows that public and private partnerships can provide great education outcomes that lead to meaningful employment outcomes for Australian students.”

“Much of OES’s success can be attributed to the vision of Swinburne University of Technology and their world class capability in developing and delivering education that prepares students for successful careers. SEEK is looking forward to continuing its successful partnership with Swinburne University of Technology and alongside multiple other education partners.”

Other details

• Transaction to be funded by SEEK’s existing cash and bank debt facilities

• Post transaction, ownership interests are as follows: SEEK 80%, Swinburne 20%

• Following the investment, SEEK will have additional representation on the board of OES and OES will be consolidated into SEEK Group accounts, this includes consolidation of the underlying[1] OES balance sheet which comprised total assets of $69m including cash of $60m as at 31 Jan 2017

1 The underlying balance sheet is prior to any purchase price related adjustments such as the recognition of goodwill

For further information please contact

Media enquires Investor/Analyst enquiries Sarah Macartney Geoff Roberts / Jeff Tang Phone: +61 433 949 639 +61 3 8517 4484 Email: smacartney@seek.com.au

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

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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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