SEEK LIMITED — Share Issue/Capital Change 2013

Dec 5, 2013

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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 Issue 1: Long Term Incentive options issued under issued the SEEK Performance Rights and Options Plan ( LTI Options ) Issue 2: Performance rights issued under the SEEK Performance Rights and Options Plan – FY14 Executive offer ( Executive Performance Rights ) Issue 3: Performance rights issued under the SEEK Performance Rights and Options Plan – FY14 Senior Management offer ( Senior Management Performance Rights ) 2 Number of[+] securities issued or to Issue 1: LTI Options : 672,348 be issued (if known) or maximum number which may be issued Issue 2: Executive Performance Rights : 1 Issue 3: Senior Management Performance Rights : 1 3 Principal terms of the +securities Issue 1: LTI Options (e.g. if options, exercise price and (a) Exercise price – $10.38 expiry date; if partly paid (b) Vesting date – 1 July 2016 +securities, the amount (c) Expiry date – 1 July 2018 outstanding and due dates for

• See chapter 19 for defined terms.

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payment; if +convertible securities, the conversion price and dates for conversion)

Each LTI Option entitles the holder to acquire one fully paid ordinary share in SEEK. The LTI Options are subject to a performance condition (the “Exercise Entitlement Percentage”) which is measured over a three year testing period (1 July 2013 to 30 June 2016). All of the LTI Options will lapse if the performance condition is not satisfied. There is a 12 month disposal restriction period from the vesting date of 1 July 2016. Issue 2: Executive Performance Rights Each Executive Performance Right entitles the holder to acquire a number of fully paid ordinary shares in SEEK if the performance right vests. The number of shares that will be provided if an Executive Performance Right vests will be determined in accordance with a conversion formula as set out in the SEEK 2013 Notice of Meeting. There is no amount payable by a holder on issue or exercise of an Executive Performance Right. The shares provided on exercise of each Executive Performance Right will be subject to an 18 month disposal restriction period ending on 1 January 2016. Further information about the terms of the LTI Options and the Executive Performance Rights can be found in the SEEK 2013 Notice of Annual General Meeting. Issue 3: Senior Management Performance Rights Each Senior Management Performance Right entitles the holder to acquire a number of fully paid ordinary shares in SEEK if the performance right vests. A Senior Management Performance Right will be eligible to vest if the holder continues to be employed by the SEEK group until the end of a 1 year period (1 July 2013 to 30 June 2014). The number of shares that will be provided if a Senior Management Performance Right vests will be determined in accordance with a conversion formula which is based on a volume weighted average price of SEEK shares for the 5 trading days prior to 30 June 2014 and the individual performance rating of a holder as at 1 July 2014. The shares provided on exercise of each Senior Management Performance Right will be subject to a 1 year disposal restriction period ending on 1 July

There is no amount payable by a holder on issue or exercise of a Senior Management Performance Right.

• 4 Do the[+] securities rank equally in all respects from the[+] issue date 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

Issue 1, 2, and 3:

Prior to vesting, the LTI Options, the Executive Performance Rights and the Senior Management Performance Rights do not carry a right to vote or receive dividends or distributions.

The ordinary shares provided on exercise of the LTI Options, the Executive Performance Rights and the Senior Management Performance Rights will rank equally with the fully paid ordinary shares then on issue

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

Issue 1: LTI Options : Nil consideration

Issue 2: Executive Performance Rights : Nil consideration

Issue 3: Senior Management Performance Rights : Nil consideration

6 Purpose of the issue Issue 1: LTI Options (If issued as consideration for the The LTI Options are issued to certain executive and acquisition of assets, clearly senior management employees as part of the SEEK identify those assets) Long Term Incentive Remuneration Plan. LTI Options are issued under the Performance Rights and Options Plan.

Issue 2: Executive Performance Rights : The Executive Performance Rights are issued to the executives of SEEK as part of SEEK’s FY14 executive remuneration plan. Issue 3: Senior Management Performance Rights The Senior Management Performance Rights are issued to certain senior managers of SEEK as part of SEEK’s FY14 senior manager remuneration plan.

• See chapter 19 for defined terms.

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6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the +securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements	Not applicable
	Not applicable
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6i Calculate the entity’s remaining issue capacity under rule 7.1 and Not applicable rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates Issue 1: LTI Options : 4 December 2013 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). Issue 2: Executive Performance Rights : For example, the issue date for a pro rata 4 December 2013 entitlement issue must comply with the applicable timetable in Appendix 7A. Issue 3: Senior Management Performance Rights : Cross reference: item 33 of Appendix 3B. 6 November 2013

Number +Class 8 Number and +class of all +securities quoted on ASX 339,132,780 Ordinary shares ( including the[+] securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX ( including the +securities in section 2 if applicable)

Number +Class Options 9,993,666 Performance rights 46

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

Part 2 - Pro rata issue

11 Is security holder approval Not applicable required? 12 Is the issue renounceable or nonNot applicable renounceable?

• See chapter 19 for defined terms.

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13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting	Not applicable
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26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 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 +Issue date	Not applicable
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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)

• See chapter 19 for defined terms.

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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 Not applicable +quotation is sought 39 +Class of +securities for which Not applicable quotation is sought 40 Do the[+] securities rank equally in Not applicable all respects from the[+] issue date 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 Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all Not applicable Not applicable +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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.

• 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.

• 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 is not available now, we 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.

Sign here: Moana Weir Company Secretary

Date: 6 December 2013

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