SEEK LIMITED — Share Issue/Capital Change 2013

Sep 9, 2013

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	+Classof +securitiesissued or to beissued	Issue 1: Fully paid ordinary shares
		Issue 2: Long Term Incentive options issued underthe SEEK Performance Rights andOptions Plan (LTI Options)
		Issue 3: Performance rights issued under the SEEKPerformance Rights and Options Plan –FY14 Executive offer (ExecutivePerformance Rights)
		Issue 4: Performance rights issued under the SEEKPerformance Rights and Options Plan –FY14 Senior Management offer (SeniorManagement Performance Rights)

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

Issue 2: LTI Options: 1,489,248

Issue 3: Executive Performance Rights: 8

Issue 4: Senior Management Performance Rights: 32

+ See chapter 19 for defined terms.

3 Principal terms of the +securities (e.g. 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)

Issue 1: All newly issued shares in SEEK rank equally with existing ordinary shares and are fully paid.

Issue 2: LTI Options (a) Exercise price – $10.38 (b) Exercise date – 1 July 2016 (c) Expiry date – 1 July 2018

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.

If the LTI Options are exercised on or before 30 June 2017, the shares provided on exercise of the LTI Options will be subject to a disposal restriction period until 1 July 2017.

Issue 3: 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 2012 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 2012 Notice of Annual General Meeting.

Issue 4: 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 2015.

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

Issue 1: Yes. The ordinary shares rank equally with the fully paid ordinary shares on issue.

Issue 2, 3 and 4: 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

5 Issue price or consideration Issue 1: Fully Paid Ordinary Shares

Issue price:

5 Sept 2013 $10.96 (66,141 shares issued) 6 Sept 2013 $11.14 (49,800 shares issued) Note: Issue price is the VWAP for the 5 trading days up to and including the day before issue.

Issue 2: LTI Options: Nil consideration

• Issue 3: Executive Performance Rights: Nil consideration
• Issue 4: Senior Management Performance Rights: Nil consideration

+ See chapter 19 for defined terms.

6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issue 1: Fully Paid Ordinary SharesShares issued pursuant to the exercise of optionsand performance rights by executives and seniormanagers under the Performance Rights &Option Plan.
		Issue 2: LTI OptionsThe LTI Options are issued to certain executiveand senior management employees (excludingthe CEO), as part of the SEEK Long TermIncentive Remuneration Plan. LTI Options areissued under the Performance Rights andOptions Plan.
		Issue 3: Executive Performance Rights:The Executive Performance Rights are issued tothe executives of SEEK as part of SEEK's FY14executive remuneration plan.
		Issue 4: Senior Management PerformanceRightsThe Senior Management Performance Rights areissued to certain senior managers of SEEK aspart of SEEK's FY14 senior managerremuneration plan.
6a	Is the entity an +eligibleentity thathasobtainedsecurityholderapproval under rule 7.1A?	Not applicable

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 Not applicable

Not applicable

Not applicable

Not applicable

• See chapter 19 for defined terms.

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
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Not applicable

Not applicable

Not applicable

Not applicable

Issue 1: Fully Paid Ordinary Shares

5 September 2013	66,141 shares
6 September 2013	49,800 shares

Issue 2: LTI Options: 6 September 2013

Issue 3: Executive Performance Rights: 6 September 2013

Issue 4: Senior Management Performance Rights: 6 September 2013

						Number	+Class
8	Number	and	+class	of	all

+securities(includingsection 2 if applicable)	quotedon+securitiesthe	ASXin	338,957,302	Ordinary shares

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

Number	+Class
Options	9,801,406
Performance rights	40

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

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	Not applicable
12	Is the issue renounceable or non‐renounceable?	Not applicable
13	+securitiesRatioinwhichthewill be offered	Not applicable
14	+Classof +securitiesto which theoffer relates	Not applicable
15	+Recorddatetodetermineentitlements	Not applicable
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	Not applicable
17	Policy for deciding entitlementsin relation to fractions	Not applicable

18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	Not applicable
19	Closingdateforreceiptofacceptances or renunciations	Not applicable
20	Names of any underwriters	Not applicable
21	Amount of any underwriting feeor commission	Not applicable
22	Namesofanybrokerstotheissue	Not applicable
23	Feeorcommissionpayabletothe broker to the issue	Not applicable
24	Amountofanyhandlingfeepayabletobrokerswholodgeacceptances or renunciations onbehalf of security holders	Not applicable
25	Iftheissueiscontingentonsecurityholders'approval,thedate of the meeting	Not applicable
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	Not applicable
27	If the entity has issued options,andthetermsentitleoptionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable

+ See chapter 19 for defined terms.

30	Howdosecurityholderssell	Not applicable
	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? Not applicable
• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33 +Issue 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 +securitiesfor which+quotationis sought	Not applicable
39	+Class+securitiesofforwhichquotation is sought	Not applicable
40	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?	Not applicable
	+securitiesIftheadditionaldonot rank equally, please state:the date from which they dotheextenttowhichtheyparticipateforthenextdividend,(inthecaseofatrust, distribution) or interestpaymentthe extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period	Not applicable
	(ifissueduponconversionofanother +security,clearly identifythat other +security)
42	+classNumberandofall+securitiesquotedonASX+securities(includingtheinclause 38)	NumberNot applicable	+ClassNot applicable

+ 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.
• 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 Date: 10 September 2013 Company Secretary

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