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SEEK LIMITED Director's Dealing 2015

Feb 1, 2015

65765_rns_2015-02-01_d2a2099b-b864-4b62-b997-96f162333e48.pdf

Director's Dealing

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2 February 2015

By email

Ms Simone Pappas ASX Limited Level 4, North Tower 525 Collins Street MELBOURNE VIC 3000

Dear Ms Pappas

SEEK Limited

We refer to your letter to SEEK Limited (Company) on 28 January 2015 in relation to the Appendix 3Y lodged by the Company on 16 January 2015. The Appendix 3Y is in respect of the issuance of securities to Mr Andrew Bassat (the Company’s CEO and Managing Director) on 12 September 2014 and 12 December 2014 under the terms of the Company share plans as approved by the Company’s shareholders at the relevant AGM.

The late lodgement of the Appendix 3Y was the result of administrative oversight. The Company has compliance arrangements in place in relation to the disclosure of directors’ interests. The Company has reviewed and adjusted its processes to ensure that an oversight of this nature will not occur in future.

We note that the issue of securities by the Company were the subject of an Appendix 3B lodged on 12 September 2014, and a separate Appendix 3B lodged on 12 December 2014.

Yours sincerely,

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Moana Weir General Counsel & Company Secretary

SEEK Limited

Level 6, 541 St Kilda Road, Melbourne, Victoria, 3004 | Tel: 03 8517 4100 | Fax: 03 9510 7244 | ABN 46 080 075 314

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ASX Compliance Pty Ltd ABN 26 087 780 489 Level 4 Rialto North Tower 525 Collins Street Melbourne VIC 3000

Telephone 61 3 9617 8772 Facsimile 61 3 9614 0303 www.asx.com.au

28 January 2015

Ms Moana Weir Company Secretary SEEK Limited

By email only

Dear Moana

SEEK Limited (the “Company ”) – Appendix 3Y – Change of Director’s Interest Notice

We refer to the following;

  1. The Appendix 3Y lodged by the Company with ASX on 16 January 2015 for Andrew Bassat (the “Appendix 3Y”).

  2. Listing rule 3.19A which requires an entity to tell ASX the following:

  3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

    • On the date that the entity is admitted to the official list.

    • On the date that a director is appointed.

    • The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

  4. 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

  5. 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

  6. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

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  1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

The Appendix 3Y indicates that a change in Andrew Bassat’s notifiable interest occurred on 12 September 2014 and 12 December 2014. It appears that the Appendix 3Y should have been lodged with ASX by 19 September 2014 and 19 December 2014. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the director concerned may have breached section 205G of the Corporations Act.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions:

  1. Please explain why the Appendix 3Y was lodged late.

  2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

  3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by email. It should not be sent to the Market Announcements Office.

A response is requested as soon as possible and, in any event, by not later than 9.30 am AEDT on Monday, 2 February 2015.

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked.

If you have any queries or concerns, please contact me immediately.

Yours sincerely

[Sent electronically without signature]

Simone Papas Adviser, Listings Compliance (Melbourne)

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