SEEK LIMITED — Share Issue/Capital Change 2019

Mar 19, 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	+Classof +securitiesissued or tobe issued	Performance Rights issued to Senior Managementunder the SEEK Equity Plan (PerformanceRights)
2	Number of +securitiesissued ortobeissued(ifknown)ormaximum number which may beissued	Performance Rights: 2Since the last Appendix 3B (lodged on6 December 2018), 2 Performance Rights havelapsed.
3	Principal terms of the +securities(e.g. if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	Performance Rights(a)Qualifying Period - 1 July 2018 to 30 June2019(b)Disposal restriction until 30 June 2020

+ See chapter 19 for defined terms.

Each Performance Right is a conditional right to be allocated a number of fully paid ordinary shares in SEEK if the Performance Right vests. The maximum number of shares that will be provided at the end of the Qualifying Period if a Performance Right vests has been determined by dividing the allocation value of the Performance Right by the 60 day volume weighted average share price (VWAP) at 1 July 2018. The actual number of shares provided following vesting will be determined by applying a percentage based on the individual performance rating of a holder for FY19.

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

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
• 5 Issue price or consideration Nil consideration

The Performance Rights do not carry a right to vote or receive dividends or distributions. The ordinary shares provided following vesting of the Performance Rights will rank equally with the fully paid ordinary shares then on issue.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Performance Rights

The Performance Rights are issued to Senior Management as part of SEEK Senior Management's FY19 Total Remuneration Opportunity. Performance Rights are issued under the SEEK Equity Plan.

	wasreleasedtoASXMarketAnnouncements
6i	Calculate the entity's remainingissue capacity under rule 7.1 andrule 7.1A – complete Annexure 1andreleasetoASXMarketAnnouncements	Not applicable
	+ See chapter 19 for defined terms.
04/03/2013		Appendix 3B Page 3

• 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 Not applicable
• 6f Number of +securities issued under an exception in rule 7.2

(specify date of meeting)

specific security holder approval

• 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

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

If Yes, complete sections 6b – 6h

6a Is the entity an +eligible entity that has obtained security holder

approval under rule 7.1A?

Not applicable

Not applicable

7 +Issue dates

20 March 2019

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.

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

Number	+Class
Ordinary shares	351,135,882

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

Number	+Class
WSP RightsEquity RightsPerformance Rights	2,185,954757

10	Dividend policy (in the case of a	Not applicable
	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	Ratio in which the +securitieswillbe 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 whowillnotbesentnewofferdocuments	Not applicable
	Note: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.
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	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,andthetermsentitleoptionholders to participate on exercise,the date on which notices will besent to option holders	Not applicable

+ See chapter 19 for defined terms.

28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable
30	How do security holders sell theirentitlementsinfullthroughabroker?	Not applicable
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	Not applicable
32	How do security holders disposeof their entitlements (except bysale through a broker)?	Not applicable
33	+Issuedate	Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of 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 theadditional +securities,and the number and percentage of additional +securitiesheld by those holders‐n/a – no new class of securities
36	If the +securities are +equity securities, a distribution schedule of the additional+securitiessetting out the number of holders in the categories1 ‐ 1,0001,001 ‐ 5,0005,001 ‐ 10,00010,001 ‐ 100,000100,001 and over‐n/a – no new class of securities
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 +securitiesfor which+quotationis sought	Not applicable
39	+Class+securitiesofforwhichquotation is sought	Not applicable

+ See chapter 19 for defined terms.

40	Do the +securitiesrank equally inall respects from the +issuedatewith an existing +classof quoted+securities?If the additional +securitiesdo 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 notrankequally,otherthaninrelation to the next dividend,distributionorinterestpayment	Not applicable
41	Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(ifissueduponconversionofanother +security,clearly identify	Not applicable
	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

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: 20 March 2019

Print name: Lynne Jensen

+ See chapter 19 for defined terms.