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SEEK LIMITED — Share Issue/Capital Change 2007
Jul 9, 2007
65765_rns_2007-07-09_aaf482ff-3ab9-4158-8999-675eea1ef697.pdf
Share Issue/Capital Change
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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
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 to be
issued Performance Rights & Options (Not quoted)
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
220,606
3 Principal terms of the + securities (eg, 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)
Performance Rights & Options issued have a vesting date of 1 January 2010 and an expiry date of 1 January 2011.
Maximum vesting is based on the Company achieving specified Total Shareholder Return and Earnings Per Share targets and individuals achieving specified performance ratings.
Allocation of the number of Performance Rights & Options to individual employees was based on individual salary and a weighted average share market pric e of $7.31 each.
4 Do the + securities rank equally in all respects from the date of allotment 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
acquisition of assets, clearly identify
5 Issue price or consideration Not applicable
those assets)
6 Purpose of the issue (If issued as consideration for the
Not applicable
On exercise of the Performance Rights & Options, the Ordinary Shares to be issued will rank equally with existing Ordinary Shares and the Company will seek quotation of those Ordinary Shares
Issue of Performance Rights & Options to senior management under the Seek Limited Performance Rights and Option Plan
+ See chapter 19 for defined terms.
7 Dates of entering + securities into uncertificated holdings or despatch of certificates
1 July 2007
8 Number and +class of all + securities quoted on ASX (including the securities in clause 2 if applicable)
| Number | +Class |
|---|---|
| 284,195,117 | Ordinary |
9 Number and +class of all + securities not quoted on ASX (including the securities in clause 2 if applicable)
| Number | +Class | |
|---|---|---|
| 6,595,113 | - Options | |
| 417,445 | - Performance Rights | |
| 7,012,558 | ||
| Totalunquoted | ||
| securities |
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Not applicable
Part 2 - Bonus issue or pro rata issue
| 11 | Issecurityholderapprovalrequired? | Not applicable |
|---|---|---|
| 12 | Is the issue renounceable or nonrenounceable? | Not applicable |
| 13 | Ratio in which the +securities will beoffered | Not applicable |
| 14 | +Class of +securities to which theoffer relates | Not applicable |
| 15 | +Recorddatetodetermineentitlements | Not applicable |
| 16 | Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements? | Not applicable |
| 17 | Policy for deciding entitlements inrelation to fractions | Not applicable |
| Cross reference: rule 7.7.Not applicable19Closingdateforreceiptofacceptances or renunciationsNot applicable20Names of any underwritersNot applicable21Amount of any underwriting fee orcommissionNot applicable22Names of any brokers to the issueNot applicable23Fee or commission payable to thebroker to the issueNot applicable24Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of +security holdersNot applicable25Iftheissueiscontingenton+security holders' approval, the dateof the meetingNot applicable26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitledNot applicable27If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholdersNot applicable28Date rights trading will begin (ifapplicable)Not applicable29Date rights trading will end (ifapplicable)How do +Not applicable30security holders sell their | 18 | Names of countries in which theentity has +security holders who willnot be sent new issue documentsNote: Security holders must be told how theirentitlements are to be dealt with. | Not applicable |
|---|---|---|---|
+ See chapter 19 for defined terms.
| entitlementsinfullthroughabroker? | ||
|---|---|---|
| 31 | How do +security holders sell partoftheirentitlementsthroughabroker and accept for the balance? | Not applicable |
| 32 | How do +security holders disposeof their entitlements (except by salethrough a broker)? | Not applicable |
| 33 | +Despatch 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
Entities that have ticked box 34(b)
- 38 Number of securities for which +quotation is sought
- 39 Class of + securities for which quotation is sought
- 40 Do the + securities rank equally in all respects from the date of allotment 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
- 41 Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another security, clearly identify that other security)
42 Number and +class of all + securities quoted on ASX (including the securities in clause 38)
| Number | +Class | |
|---|---|---|

Appendix 3B Page 6 1/1/2003
- 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.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
- 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.
- We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided 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.
+ See chapter 19 for defined terms.
- 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 not available now, 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.
Print name: Ian Mc Auliffe Company Secretary
10 July 2007
+ See chapter 19 for defined terms.