SEEK LIMITED — Share Issue/Capital Change 2014

Sep 4, 2014

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	Issue 1: Fully paid ordinary shares
	be issued
		Issue 2: Long Term Incentive options issued under
		the SEEK Performance Rights and
		Options Plan (LTI Options)
		Issue 3: Performance rights issued under the SEEK
		Performance Rights and Options Plan –
		FY15 Executive offer (Executive
		Performance Rights)
		Issue 4: Fully paid ordinary shares
2	Number of +securities issued or	Issue 1: Fully paid ordinary shares: 94,413
	tobeissued(ifknown)or
	maximum number which may	Issue 2: LTI Options: 71,428
	be issued
		Issue 3: Executive Performance Rights: 1
		Issue 4: Fully paid ordinary shares: 1,074,926

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)

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: Fully paid ordinary shares

Issue 2: LTI Options

(a) Exercise price – $19.04 (b) Exercise date – 1 July 2017 (c) Expiry date – 1 July 2019 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 2014 to 30 June 2017). 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 2018, the shares provided on exercise of the LTI Options will be subject to a disposal restriction period until 1 July 2018.

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 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 2017. 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 4: Fully paid ordinary shares

Issue 1 and 4: Yes

Issue 2 and 3: Prior to vesting, the LTI Options and the Executive Performance Rights do not carry a right to vote or receive dividends or distributions. The ordinary shares provided on exercise of the LTI Options and the Executive Performance Rights will rank equally with the fully paid ordinary shares then on issue.

+ See chapter 19 for defined terms.

5	Issue price or consideration	Issue 1: Fully paid ordinary shares
		Issue price:27 August 2014: $16.89Note: Issue price is the VWAP for the 5 trading daysup to and including the day before issue.
		Issue 2: LTI Options: Nil consideration
		Issue 3: Executive Performance Rights: Nilconsideration
		Issue 4: Fully paid ordinary shares
		Issue price:1 September 2014: $17.26Note: Issue price is the VWAP for the 5 trading daysup to and including the day before issue.
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	Issue 1: Fully paid ordinary sharesShares issued pursuant to the exercise of shareoptions by executives 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 tocertain executive and senior management employees(excluding the CEO) as part of SEEK's FY15executive remuneration plan.
		Issue 4: Fully paid ordinary sharesShares issued pursuant to the exercise of shareoptions by executives and senior managers under thePerformance Rights & Option Plan.
	Is the entity an +eligible entity	Not applicable
6a	thathasobtainedsecurityholder approval under rule 7.1A?
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject 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
• 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

Not applicable

Not applicable

Not applicable

Not applicable

Issue 1: Fully paid ordinary shares: 27 August 2014

Issue 2: LTI Options: 30 August 2014

Issue 3: Executive Performance Rights: 30 August 2014

Issue 4: Fully paid ordinary shares: 1 September 2014

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
Ordinary shares	341,629,095

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

Number	+Class
Options	8,643,761
Performance rights	50

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

and the control of the control of the control of the control of the control of the control of the control of the

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	Not applicable
12	Is the issue renounceable or nonrenounceable?	Not applicable
13	Ratio in which the +securitieswill be offered	Not applicable
14	+Class of +securities to 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	Names of any brokers to theissue	Not applicable
23	Fee or commission payable to thebroker to the issue	Not applicable
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	Not applicable
25	If the issue is contingent onsecurity holders' 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,andthe terms entitle optionholderstoparticipateonexercise,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

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?

Not applicable

Not applicable

32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date 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) 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

A copy of any trust deed for the additional +securities37
---------------------------------------------------------------	--

Entities that have ticked box 34(b)

38 Number of +securities for which +quotation is sought

Not applicable

39 +Class of +securities for which quotation is sought

Not applicable

Not applicable

Not applicable

40 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
• 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
Not applicable	Not 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.

Company secretary

Sign here: Moana Weir Date: 5 September 2014

== == == == ==

+ See chapter 19 for defined terms.