Exempt Share Plan

Arnold Bloch Leibler Ref: JMW:LDH 01-1359776
::odma\pcdocs\abl\352752\6

Page no.

1	Definitions and interpretation
	Definitions 1.1
	Words and expressions 1.2
	1.3 Other rules of interpretation
2	Invitation and acceptance
	2.1 Invitation 22 Discretion of Board
	2.3 Acceptance
	2.4 Delegation
3	Limit on equity issued under Employee Equity Incentive Plans ………………………………………………………………………………………………
4	Conditions ………………………………………………………………………………………………
	4.1 Compliance
5	Allocation of Shares
	Allocation of Shares 5.1
	5.2 Allocation Price
	5.3 Quotation
	5.4 Holding statement 5.5 Cessation of employment
6	Share Plan Trust
	Share Plan Trust Deed 6.1
	6.2 Power of Board
	6.3 Costs of Trustee
7	Disposal of Shares
	Restrictions 7.1
	Holding lock 7.2 Shareholder to direct Trustee 7.3
8	Rights attaching to Shares
	Rights conferred 8.1
	8.2 Shareholder to direct Trustee
9	No Implied or Conferred Rights
10	Compliance with law
	Issue of Shares subject to law 10.1
	Privacy 10.2
	10.3 Tax ………………………………………………………………………………………………
11	Amendment
	Board may amend 11.1
	11.2 Board determination Rights not reduced 11.3
	11.4 Listing Rules
	11.5 Retrospectivity
12	Administration
	Board 12.1
	Powers of Board 12.2
13
	Governing law

BACKGROUND

The Company wishes to establish a Share plan availing its Employees of the 'exemption concession' in Division 13A of the ITAA. This Plan is to be known as the SEEK Exempt Share Plan ("Plan").

AGREED TERMS

Definitions and interpretation 1

$1.1$ Definitions

In this Plan, unless the context requires otherwise:

"Allocate" has the meaning given to that term by clause 5.1.

"Allocation Date" means the date of an Allocation of Shares under this Plan.

"Allocation Price" means the price of each Share calculated in accordance with clause 5.2.

"ASX" means Australian Stock Exchange Ltd (ACN 008 624 691).

"Bank" means a corporation authorised by law to carry on the general business of banking in Australia.

"Board" means the board of Directors of the Company from time-to-time.

"Business Day" means a day on which Banks are open for general banking business in Melbourne, excluding Saturdays, Sundays and public holidays.

"Company" means Seek Limited (ACN 080 075 314).

"Constitution" means the constitution of the Company as supplemented, substituted or amended from time-to-time.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means directors of the Company from time-to-time.

"Disposal Event" means the Employee ceasing to be employed by the Group. For the avoidance of doubt, an Employee will be deemed to remain employed by the Group even if the Related Body Corporate of the Company in which the Employee is employed ceases to be a Related Body Corporate of the Company before the expiry of the Disposal Restriction Period.

"Disposal Restriction Period" means the period of three years from the Allocation Date.

"Dispose" includes:

any sale, transfer, Encumbrance or other disposal of any entitlement to, or legal, $(a)$ beneficial or equitable interest in, any Share (including, without limitation, by way of gift or trust or grant of option); and
$(b)$ any agreement for such sale, transfer, Encumbrance or disposal.

"Employee" means:

$(a)$ any full-time employee of the Group;
$(b)$ any permanent part-time employee of the Group; and
any Executive Director of the Group who is declared by the Board to be an $(c)$ employee for the purposes of this Plan.

"Employee Equity Incentive Plan" means a plan adopted by the Company relating to the issue of Shares or options to acquire Shares, to Employees.

"Encumbrance" means any mortgage, lien, hypothecation, charge (whether fixed or floating), bill of sale, caveat, pledge, claim, trust arrangement, preferential right, right of set-off, title retention or other form of encumbrance.

"Executive Director" means a Director who is a full-time employee of the Group.

"Forfeiture Conditions" means any conditions that could may result in an Employee forfeiting:

$(a)$ rights under this Plan; and
beneficial ownership of Shares acquired under this Plan. $(b)$

"Government Agency" means:

a government or government department; $(a)$
$(b)$ a governmental, semi-governmental, regulatory or judicial entity or authority; or
$(c)$ a person (whether autonomous or not) who is charged with the administration of a law.

"Group" means the Company and each Related Body Corporate of the Company.

"ITAA" means the Income Tax Assessment Act 1936 (Cth).

"Listing Rules" means the listing rules of ASX and any other rules of ASX which apply to the Company from time-to-time, except to the extent of any express written waiver by the ASX.

"Plan" means this Seek Exempt Share Plan as amended from time-to-time.

"Salary Sacrifice Arrangement" means an arrangement between an Employee and the Company whereby the Employee agrees to accept a portion of their future remuneration in the form of an Allocation of Shares.

"Related Body Corporate" has the meaning given to that term by section 9 of the Corporations Act.

"Share" or "Security" means a fully paid ordinary share in the capital of the Company.

"Share Plan Trust Deed" means the deed between the Company and the Trustee which sets out the terms on which the Trustee will undertake its role under this Plan.

"Shareholder" means an Employee who holds a Share Allocated under this Plan.

"Tax" means any tax, levy, impost, duty, charge, deduction, compulsory loan or withholding of whatever kind (together with any related interest, penalty, fine or expense) that is imposed by law or any Government Agency.

"Trustee" means the entity which the Board, in its sole discretion, appoints from time-totime as Trustee pursuant to a Share Plan Trust Deed.

"Vesting Conditions" means any conditions that must be satisfied before an Employee has:

rights under this Plan; and $(a)$

$(b)$ beneficial ownership of Shares acquired under this Plan.

$1.2$ Words and expressions

In this Plan, unless the context requires otherwise:

$(a)$ the singular includes the plural and vice versa;
$(b)$ words denoting any gender include all genders;
where a word or phrase is defined, its other grammatical forms have a $(c)$ corresponding meaning;
a reference to a party, clause, paragraph, schedule or annexure is a reference to $(d)$ a party, clause, paragraph, schedule or annexure to or of this document;
a reference to this document includes any schedules or annexures; $(e)$
$(f)$ headings are for convenience and do not affect interpretation:
$(q)$ the background or recitals to this document are adopted as and form part of this document;
$(h)$ a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time:
a reference to "\$", "A\$" or "dollar" is a reference to Australian currency; $(i)$
a reference to a time is a reference to Australian Eastern Standard Time; $(1)$
a reference to a party, person or entity includes its executors, administrators, $(k)$ successors, substitutes (including persons taking by novation) and permitted assigns;
$(1)$ a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form:
words and expressions denoting natural persons include bodies corporate, $(m)$ partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;
$(n)$ a reference to any legislation or to any provision of any legislation includes:
$\langle$ i any modification or re-enactment of the legislation;
$(ii)$ any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and
where relevant, corresponding legislation in any Australian State or $(iii)$ Territory; and
the words "including", "for example", "such as" or other similar expressions (in $(0)$ any form) are not words of limitation.

$1.3$ Other rules of interpretation

In this Plan, unless expressly provided otherwise:

(method of payment) any payment of money by one party to another will be $(a)$ made in Australian currency by bank cheque;
$(b)$ (consents and approvals) if the doing of any act, matter or thing requires the consent, approval or agreement of any party, that consent, approval or agreement may be given conditionally or unconditionally or withheld in that party's absolute discretion:
$(c)$ (joint and several liability) a promise, representation or warranty given by or in favour of two or more persons under this document is given by them or for their benefit jointly and severally;
$(d)$ (Business Days) if:
${1}$ the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing will be done on the next Business Day; and
$(i)$ any money falls due for payment on a date other than a Business Day. that money will be paid on the next Business Day (without interest or any other amount being payable in respect of the intervening period); and
(inconsistency within document) if a clause of this document is inconsistent $(e)$ with a schedule or annexure of this document, the clause prevails to the extent of the inconsistency.

$2₁$ Invitation and acceptance

$2.1$ Invitation

$(a)$ Subject to clause 3, the Board may from time-to-time make an invitation (in such form as the Board determines) to an Employee inviting that Employee to acquire Shares under this Plan.
$(b)$ An invitation may be made subject to a Salary Sacrifice Arrangement.

$2.2$ Discretion of Board

The terms and conditions of any invitation made by the Board to Employees to acquire Shares under this Plan will be at the sole discretion of the Board, and will comply with clause 4.1.

$2.3$ Acceptance

Within 28 days (or such other period as the Board may, in its sole discretion, determine) of the date of the offer made pursuant to clause 2.1, an Employee may accept the invitation by delivering to the Company a duly signed acceptance of the invitation (in such form as the Board determines).

$2.4$ Delegation

The Board may delegate any of the discretions or powers vested in it under this Plan, subject to such conditions and limitations as the Board shall determine.

3 Limit on equity issued under Employee Equity Incentive Plans

The total number of securities on issue under all Employee Equity Incentive Plans including Shares issued under this Plan (but not including Shares Allocated under this Plan by way of an on-market purchase of Shares by the Company or the Trustee in connection with an invitation made pursuant to a Salary Sacrifice Arrangement) cannot exceed or be capable of exceeding 10% of the total number of Shares on issue at any time in the capital of the Company.

4 Conditions

$4.1$ Compliance

Notwithstanding anything to the contrary in this Plan, the terms and conditions of any invitation made by the Board to any Employees to acquire Shares under this Plan must:

not include Vesting Conditions: $(a)$
$(b)$ not include any Forfeiture Conditions: and
stipulate that an Employee cannot Dispose of Shares acquired under this Plan $(c)$ until the earlier of the expiry of the Disposal Restriction Period and a Disposal Event.

5 Allocation of Shares

$5.1$ Allocation of Shares

Shares may, at the discretion of the Board, be Allocated by being issued or transferred to, or purchased for, the Employee or to or by the Trustee on behalf of the Employee (each an "Allocation of Shares").

$5.2$ Allocation Price

The Board has the sole discretion to determine the Allocation Price and the method for payment of the Allocation Price.

$5.3$ Quotation

If the Company issues Shares in accordance with clause 5.1, it will, within 10 Business Days of that issue, make application to ASX for quotation of those Shares.

5.4 Holding statement

If the Company has made an Allocation of Shares to the Employee in accordance $(a)$ with clause 5.1, the Company will dispatch to the Employee a holding statement for those Shares within 15 Business Days of the Allocation Date.
If the Company has made an Allocation of Shares to the Trustee on behalf of the $(b)$ Employee in accordance with clause 5.1, the Company will dispatch to the Trustee a holding statement for those Shares within 15 Business Days of the Allocation Date.

$5.5$ Cessation of employment

The Company will not be required to make an Allocation of Shares to an Employee, or to the Trustee on behalf of an Employee, if that Employee is no longer employed by the Group.

6 Share Plan Trust

$6.1$ Share Plan Trust Deed

Any Share Allocated to the Trustee in accordance with clause 5.1 will be held by the Trustee on behalf of the Employee on the terms and conditions of this Plan and the Share Plan Trust Deed.

$6.2$ Power of Board

The Company may determine and conclude agreements with the Trustee, and enforce or prosecute any rights and obligations under such agreements, without reference or recourse to the Employees under this plan. Without limiting the Company's rights in this regard, the Company may, pursuant to and in accordance with any such agreements:

pay the Trustee for services provided in connection with this Plan; and $(a)$
$(b)$ remove the Trustee and appoint a new trustee (and make any necessary arrangements or provisions for the transfer of Shares held by the Trustee for Employees to a new trustee); and

otherwise exercise any rights, responsibilities or powers afforded to it under the $(c)$ Share Plan Trust Deed.

$6.3$ Costs of Trustee

The Board may determine the manner in which any costs associated with the Trustee and the performance by the Trustee of its role and duties under this Plan and the Share Plan Trust Deed, and costs incurred in the course of such performance are to be borne. including without limitation, by requiring Employees to bear some or all of those costs. The Company and/or the Trustee may set off any amounts owing or payable pursuant to a determination by the Board under this clause 6.3 against amounts payable to an Employee under this Plan or in respect of Shares issued or transferred under this Plan.

$\overline{7}$ Disposal of Shares

$7.1$ Restrictions

Subject to law, a Shareholder may not, and may not direct the Trustee to Dispose of the Shares before the earlier of:

$(a)$ the expiry of the Disposal Restriction Period: or
$(b)$ a Disposal Event.

$7.2$ Holding lock

For so long as Shares are subject to a restriction on Disposal under this Plan, the Company may enforce that restriction, including by imposing a holding lock on those Shares in any manner it deems appropriate.

$7.3$ Shareholder to direct Trustee

Upon the occurrence of a Disposal Event or the expiry of the Disposal Restriction Period, the Trustee will continue to hold the Shares on behalf of the Shareholder in accordance with the terms of this Plan and the Share Trust Deed until the Shareholder directs the Trustee, at the election of the Shareholder, to Dispose of the Shares.

Rights attaching to Shares 8

$8.1$ Rights conferred

The rights attaching to the Shares will include all rights provided for in the Constitution, and where applicable, the Corporations Act and the Listing Rules.

8.2 Shareholder to direct Trustee

If the Trustee holds Shares on behalf of the Shareholder, the Trustee will exercise the rights conferred on the Shares in accordance with the Share Plan Trust Deed.

9 No Implied or Conferred Rights

Nothing in this Plan:

$(a)$ confers on any Employee the right to receive any Shares;
confers on any Employee the right to continue as an Employee of the Group; $(b)$
$(c)$ affects any rights which the Group may have to terminate the employment of an Employee; or
constitutes a contract or promise which may be enforced or alluded to in the $(d)$ context of any such termination.

Compliance with law 10

$10.1$ Issue of Shares subject to law

Notwithstanding anything to the contrary in this Plan, the Company will not be required to issue or procure the transfer of Shares if doing so would cause it to breach the Corporations Act, Listing Rules or any other applicable law.

$10.2$ Privacy

By accepting the Board's invitation to acquire Shares a Shareholder will be deemed to have consented to the use and disclosure of their personal information for the purposes of the Privacy Act 1988 (Cth).

$10.3$ Tax

The Company and/or the Trustee are entitled to withhold or deduct any amounts required to be withheld or deducted on account of Tax from any monies due and payable to Shareholders or which are otherwise to be applied under this Plan.

11 Amendment

$11.1$ Board may amend

Subject to the Listing Rules and clauses 11.3 and 11.4, the Board may at any time by written instrument or by resolution, amend all or any of the provisions of this Plan (including this clause 11).

$11.2$ Board determination

The Board will, at its sole discretion, determine the purpose and effect of any proposed amendments or variations to this Plan (including without limitation in the context of clause 11.3). Any decision by the Board in this regard is final and binding on the Employees.

$11.3$ Rights not reduced

Where a proposed amendment or variation to this Plan will or is likely to have a material adverse effect on the rights or interests of Shareholders, then such amendment or variation will require the approval of 50% of those Shareholders who acquired Shares under this Plan, other than an amendment introduced primarily for the purpose of:

$(a)$ complying with or conforming to present or future State, Territory or Commonwealth law, the Constitution or the Listing Rules;
$(b)$ correcting any manifest error or mistake;
enabling contributions or other amounts paid by any body corporate in the Group $(c)$ in respect of the Plan to qualify as income tax deductions for that body corporate or any other body corporate in the Group;
$(d)$ enabling the Company, Trustee, the Shareholder or any body corporate in the Group to reduce the amount of Tax payable in relation to the Plan;
$(e)$ enabling the Shareholders generally (but not necessarily each Shareholder) to receive a more favourable taxation treatment in respect of their participation in the Plan: or
$(f)$ enabling the Trustee or any body corporate in the Group to comply with the Corporations Act.

$11.4$ Listing Rules

No amendment may be made except in accordance with and in the manner (if any) stipulated by the Listing Rules.

$11.5$ Retrospectivity

Subject to the above provisions of this clause 11, any amendment made pursuant to clause 11.1 may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made.

$12₂$ Administration

$12.1$ Board

This Plan shall be administered by the Board and any determination by the Board in respect of the operation of this Plan shall be final and binding on all Employees.

$12.2$ Powers of Board

Without limiting the generality of clause 12.1, the Board has the powers, among other things, to:

determine appropriate procedures for administration of this Plan; $(a)$
resolve conclusively all questions of fact or interpretation in connection with this $(b)$ Plan:
$(c)$ terminate or suspend the operation of the Plan: and
delegate to any one or more persons, for such period and on such conditions as $(d)$ they may determine, the exercise of any of its powers or discretions arising under this Plan.

13 Governing law

This document will be governed by and construed in accordance with the laws in force in the State of Victoria.

14 Listing Rules

Notwithstanding anything to the contrary in this Plan, while the Company is admitted to the official list of ASX, the Company:

shall not knowingly commit or allow to be knowingly committed any breach, $(a)$ contravention or failure to comply with the Listing Rules; and
to the extent to which any provision of this Plan is inconsistent with the provisions $(b)$ of the Listing Rules, the provisions of the Listing Rules will prevail.