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SEEK LIMITED Share Issue/Capital Change 2007

Jan 24, 2007

65765_rns_2007-01-24_ad8da12c-88cc-49ff-815b-54142e7a2879.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).

$\pm$ Class of $\pm$ securities issued or to be
issued Performance Rights & Options
$\int$ (Not quoted)
Number of securities issued or to be
issued (if known) or maximum
number which may be issued

13,681

3 Principal terms of the securities (eg,
if options, exercise price and expiry
date; if partly paid
securities, the
amount outstanding and due dates
if
*convertible
for
payment;
securities, the conversion price and
dates for conversion)
Performance Rights & Options issued have a
vesting date of 30 June 2008 and an expiry date
of 1 July 2009.
Vesting is based on the Company achieving
specified Total Shareholder Return 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 share market price of
\$4.69 each.
A summary of the terms and conditions of the
Company's Performance Rights & Options Plan
was disclosed in the Prospectus dated 1 April
2005.
4 Do the $\pm$ 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
۰
the
to
which
they
extent
۰
participate for the next dividend,
of
(in
the
case
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
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
5 Issue price or consideration Not applicable
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
Issue of Performance Rights & Options to
senior management under the Seek Limited
Performance Rights and Option Plan

+ See chapter 19 for defined terms.

Dates of entering + securities into
uncertificated
holdings
despatch of certificates
or Between the period 2 July 2006 and 31
December 2006.
------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------

$\overline{8}$ Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)

Number *Class
÷. 283,803,018 Ordinary

$\overline{9}$ Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)

Number *Class
7,045,524 - Options
196,839 - Performance Rights
7.242,363
Total
unquoted
securities

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

Not applicable

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$ holder
approval
security
ls.
required?
Not applicable
$12^{\circ}$ Is the issue renounceable or non-
renounceable?
Not applicable
13 Ratio in which the "securities will be
offered
Not applicable
14 Class of securities to which the
offer relates
Not applicable
15 determine
*Record
date
to
entitlements
Not applicable
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
Not applicable
17 Policy for deciding entitlements in
relation to fractions
Not applicable
18 Names of countries in which the
entity has * security holders who will
not be sent new issue documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Not applicable
Cross reference: rule 7.7.
19. of
Closing
for
receipt
date
acceptances or renunciations
Not applicable
20. Names of any underwriters Not applicable
21. Amount of any underwriting fee or
commission
Not applicable
22. Names of any brokers to the issue Not applicable
23. Fee or commission payable to the
broker to the issue
Not applicable
24 Amount of
any
handling
fee
payable to
brokers who lodge
acceptances or renunciations on
behalf of "security holders
Not applicable
25. If the issue is contingent on
"security holders' approval, the date
of the meeting
Not applicable
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
Not applicable
27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
Not applicable
28 Date rights trading will begin (if
applicable)
Not applicable
29 Date rights trading will end (if
applicable)
Not applicable

+ See chapter 19 for defined terms.

-30 How do "security holders sell their
entitlements in $full$ through a
broker?
  • 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?
  • 32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not applicable

Not applicable

Not applicable

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

$(b)$

35

37

Example: restricted securities at the end of the eserowed 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)

All other securities

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 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
  • If the "securities are "equity securities, a distribution schedule of the additional 36 "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
  • 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 $\bullet$ 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)

+ Class

Ouotation agreement

  • $\overline{\phantom{a}}$ +Ouotation of our additional +securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for $\bullet$ 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 warrantics 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.

$\div$ See chapter 19 for defined terms.

  • $\overline{3}$ 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.
  • We give ASX the information and documents required by this form. $\overline{4}$ 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

25 January 2007

+ See chapter 19 for defined terms.