SEEK LIMITED — Share Issue/Capital Change 2019

Jun 10, 2019

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 tobe issued	Issue 1: Equity Right issued to an Executive underthe SEEK Equity Plan (Equity Right)
		Issue 2: Equity Right issued to an Executive underthe SEEK Equity Plan (Equity Right)
		Issue 3: Wealth Sharing Plan Options (WSPOptions) and Wealth Sharing Plan Rights (WSPRights) issued to an Executive under the SEEKEquity Plan.
2	Number of +securities issued or	Issue 1: Equity Right: 1
	tobeissued(ifknown)ormaximum number which may be	Issue 2: Equity Right: 1
	issued	Issue 3: WSP Options: 536,013WSP Rights: 152,817

+ 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: Equity Right

• (a) Qualifying Period 1 July 2018 to 30 June 2019
• (b) Disposal restriction until 30 June 2020

Each right is a conditional right to be allocated a number of fully paid ordinary shares in SEEK if the right vests. The maximum number of shares that will be provided at the end of the Qualifying Period if a right vests has been determined by dividing the allocation value of the right by the 60 day volume weighted average share price (VWAP) at 1 July 2018.

There is no amount payable by a holder on issue or following vesting of a right. The shares provided following vesting of each right will be subject to a disposal restriction period ending on 30 June 2020.

Issue 2: Equity Right

• (a) Qualifying Period 29 April 2019 to 28 April 2020
• (b) Disposal restriction until 28 April 2021

Each right is a conditional right to be allocated a number of fully paid ordinary shares in SEEK if the right vests. The maximum number of shares that will be provided at the end of the Qualifying Period if the right vests has been determined by dividing the allocation value of the right by the 60 day volume weighted average share price (VWAP) at 29 April 2019.

There is no amount payable by a holder on issue or following vesting of a right. The shares provided following vesting of each right will be subject to a disposal restriction period ending on 28 April 2021.

Issue 3: WSP Options/Rights

• (a) Exercise price (WSP Options) $20.95
• (b) Exercise price (WSP Rights) Nil
• (c) Earliest exercise date 29 April 2023
• (d) Expiry date 28 April 2024

Each WSP Option/Right is a conditional right to be allocated one fully paid ordinary share in SEEK. The WSP Options/Rights are subject to a Share Price Hurdle vesting condition which is measured over a three year vesting period (29 April 2019 to 28 April 2022). All of the WSP Options/Rights will lapse if the Share Price Hurdle is not satisfied. If the WSP Options/Rights

		vest, they will be subject to an exercise restrictionperiod until 28 April 2023.
4	Do the +securities rank equally in	Issue 1, 2 and 3:
	all respects from the +issue datewith an existing +classof quoted+securities?	The Equity Rights and WSP Options/Rights donot carry a right to vote or receive dividends ordistributions. The ordinary shares provided
	If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	following vesting of the rights will rank equallywith the fully paid ordinary shares then on issue.
5	Issue price or consideration	Issue 1, 2 and 3:
		Nil consideration
6	Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)	Issue 1: Equity RightThe Equity Right was issued to an Executive, aspart of the Executive's FY19 Total RemunerationOpportunity. The Equity Right was issued underthe SEEK Equity Plan.
		Issue 2: Equity RightThe Equity Right was issued to an Executive as aone-off sign-on award under the SEEK EquityPlan.
		Issue 3: WSP Options/RightsThe WSP Options/Rights were issued to anExecutive as a one-off sign-on award under theSEEK Equity Plan.
6a	Is the entity an +eligible entity	Not applicable
	that has obtained security holderapproval under rule 7.1A?
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i

+ See chapter 19 for defined terms.

Number of +securities issuedNot applicablewithout security holder approvalunder rule 7.1Number of +securities issuedNot applicablewith security holder approvalunder rule 7.1ANumber of +securities issuedNot applicablewith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)Number of +securities issuedNot applicableunder an exception in rule 7.2If +securities issued under ruleNot applicable7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issue date and both values.Include the source of the VWAPcalculation.If +securities were issued underNot applicablerule7.1Afornon-cashconsideration,statedateonwhich valuation of considerationwas released to ASX MarketAnnouncementsCalculate the entity's remainingNot applicableissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements+Issue dates7Issue 1, 2 and 3:Note: The issue date may be prescribed by ASX11 June 2019(refer to the definition of issue date in rule19.12). For example, the issue date for a pro rataentitlement issue must comply with theapplicable timetable in Appendix 7A.Cross reference: item 33 of Appendix 3B.	6b	The date the security holderresolution under rule 7.1A waspassed	Not applicable
	6c
	6d
	6e
	6f
	6g
	6h
	6i

• See chapter 19 for defined terms.

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

Number	+Class
Ordinary shares	352,010,882

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

Number	+Class
WSP Options	536,013
WSP Rights	2,338,771
Equity Rights	9
Performance Rights	58

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

Not applicable

Part 2 - Pro rata issue

11 Is security holder approval required? Not applicable 12 Is the issue renounceable or nonrenounceable? 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 +Record date to determine 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 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 the issue	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,and the terms entitle optionholders to participate on exercise,the date on which notices will besent to option holders	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?

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

33 +Issue 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) 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

• n/a no new class of securities
• 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 - n/a – no new class of securities

+ See chapter 19 for defined terms.

37 A copy of any trust deed for the additional +securities - n/a – no new class of securities

Entities that have ticked box 34(b)

38	Number of +securities for which+quotation is sought	Not applicable
39	+Class of +securities for whichquotation is sought	Not applicable
40	Do the +securities rank equally inall respects from the +issue datewith an existing +class of quoted+securities?	Not applicable
	If the additional +securities do notrank equally, please state:•the date from which they do•theextenttowhichtheyparticipateforthenextdividend, (in the case of a trust,distribution)orinterestpayment
	•the extent to which they do notrank equally, other than inrelation to the next dividend,distributionorinterestpayment
41	Reason for request for quotationnow	Not applicable
	Example: In the case of restricted securities, endof restriction period
	(if issued upon conversion ofanother +security, clearly identifythat other +security)

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number	+Class
Not applicable	Not applicable

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: Date: 11 June 2019

Print name: Lynne Jensen

+ See chapter 19 for defined terms.