SEEK LIMITED — Share Issue/Capital Change 2021

Oct 12, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

SEEK LIMITED

Date of this announcement

Wednesday October 13, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
SEKAK	OPTION EXPIRING VARIOUS DATES EX	137,939	07/10/2021
	VARIOUS PRICES
SEKAJ	PERFORMANCE RIGHTS	225,182	07/10/2021
New class - code	Equity Rights	7	07/10/2021
to be confirmed
New class - code	Performance Rights	56	07/10/2021
to be confirmed
New class - code	Performance Rights (Malaysia/Hong Kong)	8	07/10/2021
to be confirmed
New class - code	Restricted Rights	16,252	07/10/2021
to be confirmed

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

SEEK LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

46080075314

1.3 ASX issuer code

SEK

1.4 The announcement is

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New announcement

1.5 Date of this announcement

13/10/2021

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class") does not have an existing ASX security code ("new class")

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

SEKAK : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Date the +securities the subject of this notification were issued

7/10/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Kate Koch	Kate Koch	38,916

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Refer to Note 25 of SEEK's 2021 Financial Report: https://www.seek.com.au/content/media/2021-08-24-SEK-Appendix-4E-and-Full-Year-Statutory-Accounts.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Wealth Sharing Plan (WSP) Options:

• (a) Exercise price - $34.40

• (b) Earliest exercise date - 1 July 2025

(c) Expiry date - 30 June 2026

Each WSP Option is a conditional right to be allocated one fully paid ordinary share in SEEK. The WSP Options are subject to a Threshold Share Price Hurdle vesting condition which is measured over a three year vesting period (1 July 2021 to 30 June 2024). There is a graduated vesting schedule with 50% vesting occurring at a Threshold Share Price Hurdle ($34.40), 100% vesting occurring at a Stretch Share Price Hurdle ($36.64) and pro-rata vesting taking place between these points. All of the WSP Options will lapse if the Threshold Share Price Hurdle vesting condition is not satisfied. Any WSP Options that do not vest following application of the graduated vesting schedule also lapse. If the WSP Options vest, they will be subject to an exercise restriction period until 30 June 2025.

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

137,939

ASX +security code and description

SEKAJ : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

7/10/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Kate Koch	Kate Koch	13,521

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Refer to Note 25 of SEEK's 2021 Financial Report: https://www.seek.com.au/content/media/2021-08-24-SEK-Appendix-4E-and-Full-Year-Statutory-Accounts.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

WSP Rights:

• (a) Exercise price - Nil

• (b) Earliest exercise date - 1 July 2025

• (c) Expiry date - 30 June 2026

Each WSP Right is a conditional right to be allocated one fully paid ordinary share in SEEK. The WSP Rights are subject to a Threshold Share Price Hurdle vesting condition which is measured over a three year vesting period (1 July 2021 to 30 June 2024). There is a graduated vesting schedule with 50% vesting occurring at a Threshold Share Price Hurdle ($34.40), 100% vesting occurring at a Stretch Share Price Hurdle ($36.64) and pro-rata vesting taking place between these points. All of the WSP Rights will lapse if the Threshold Share Price Hurdle vesting condition is not satisfied. Any WSP Rights that do not vest following application of the graduated vesting schedule also lapse. If the WSP Rights vest, they will be subject to an exercise restriction period until 30 June 2025.

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

225,182

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code +Security description New class - code to be confirmed Equity Rights +Security type ISIN code Other

Date the +securities the subject of this notification were issued 7/10/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP Name of registered holder Number of +securities Kate Koch Kate Koch 1

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to Note 25 of SEEK's 2021 Financial Report: https://www.seek.com.au/content/media/2021-08-24-SEK-Appendix-4E-and-Full-Year-Statutory-Accounts.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Equity Rights:

(a) Qualifying Period - 1 July 2021 to 30 June 2022

(b) Disposal restriction until 30 June 2023

Each Equity Right is a conditional right to be allocated a number of fully paid ordinary shares in SEEK. Vesting of the Equity Right is subject to an employment condition. The maximum number of shares that will be provided at the end of the Qualifying Period if an Equity Right vests has been determined by dividing the allocation value of the Equity Right by the 60 day volume weighted average share price (VWAP) up to and including 30 June 2021. There is no amount payable by a holder on issue or following vesting of an Equity Right. The shares provided following vesting of each Equity Right will be subject to a disposal restriction period ending on 30 June 2023

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

7

ASX +security code +Security description

New class - code to be confirmed Performance Rights

+Security type

ISIN code

Other

Date the +securities the subject of this notification were issued

7/10/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Refer to Note 25 of SEEK's 2021 Financial Report: https://www.seek.com.au/content/media/2021-08-24-SEK-Appendix-4E-and-Full-Year-Statutory-Accounts.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance Rights:

• (a) Qualifying Period - 1 July 2021 to 30 June 2022

• (b) Disposal restriction until 30 June 2023

Each Performance Right is a conditional right to be allocated a number of fully paid ordinary shares in SEEK. Vesting of the Performance Right is subject to a minimum individual performance condition, as well as continued employment, over the Qualifying Period. 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 VWAP up to and including 30 June 2021. 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 FY22.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

56

ASX +security code +Security description

New class - code to be confirmed Performance Rights (Malaysia/Hong Kong)

+Security type

ISIN code

Other

Date the +securities the subject of this notification were issued

7/10/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Refer to Note 25 of SEEK's 2021 Financial Report:

https://www.seek.com.au/content/media/2021-08-24-SEK-Appendix-4E-and-Full-Year-Statutory-Accounts.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Each Performance Right is a conditional right to be allocated a number of fully paid ordinary shares in SEEK. Vesting is subject to a minimum individual performance condition, as well as continued employment, over the Qualifying Period (1 July 2021 to 30 June 2022). Following the end of the Qualifying Period and vesting, the holder will receive a number of Restricted Rights that are subject to a 12-month Exercise Restriction Period (1 July 2022 to 30 June 2023). The holder will be entitled to receive a "dividend equivalent" cash payment in respect of Restricted Rights held during the Exercise Restriction Period. The Restricted Rights will be automatically exercised one trading day immediately following the release of SEEK's FY23 full-year financial results. One ordinary share will be provided per Restricted Right following exercise. There is no amount payable in respect of the Performance Right or Restricted Rights.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Issue details

Number of +securities

8

ASX +security code +Security description New class - code to be confirmed Restricted Rights

+Security type Other

ISIN code

Date the +securities the subject of this notification were issued

7/10/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to Note 25 of SEEK's 2021 Financial Report: https://www.seek.com.au/content/media/2021-08-24-SEK-Appendix-4E-and-Full-Year-Statutory-Accounts.pdf

Any other information the entity wishes to provide about the +securities the subject of this notification

Tranche 1: 8,126 Restricted Rights (12 month vesting period ending 6 August 2022) Tranche 2: 8,126 Restricted Rights (2 year vesting period ending 6 August 2023)

Each Restricted Right is a conditional right to be allocated one fully paid ordinary shares in SEEK. Vesting of the Restricted Right is subject to a minimum individual performance condition, as well as continued employment, over the Vesting Period. There is no amount payable by a holder on issue or following vesting of a Restricted Right. The shares provided following vesting of each Restricted Right will not be subject to a disposal restriction.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

16,252

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
SEK : ORDINARY FULLY PAID	353,840,190
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not	quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
SEKAK : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	1,355,480
SEKAJ : PERFORMANCE RIGHTS	1,602,716
SEKAL : RESTRICTED RIGHTS (MALAYSIA)	20,797
New class - code to be confirmed : Equity Rights	7
New class - code to be confirmed : Performance Rights	56
New class - code to be confirmed : Performance Rights (Malaysia/Hong Kong)	8
New class - code to be confirmed : Restricted Rights	16,252

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

379444

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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