• Xref shareholders did not approve SEEK's proposed acquisition
• Scheme received 67.6% support, falling short of 75% threshold
• SEEK and Xref have agreed to terminate the scheme implementation deed

SEEK Limited (SEEK) today announced that Xref Limited (Xref) did not receive the required shareholder support for the scheme of arrangement (Scheme) under which SEEK International Investments Pty Ltd, a wholly owned subsidiary of SEEK, proposed to acquire all of the ordinary shares on issue in Xref. Despite a unanimous recommendation from Xref's Board of Directors and the Independent Expert concluding that the Scheme is fair and reasonable, and in the best interests of Xref shareholders in the absence of a superior proposal, 67.60% of votes cast were cast in favour of the Scheme, falling short of the required threshold of 75%. After detailed consideration, and having regard to the declaration of SEEK's offer as being best and final in the absence of a competing proposal, SEEK and Xref have agreed to terminate the scheme implementation deed with immediate effect. SEEK has previously announced that its offer was its best and final offer. It considered the offer to be fair and reasonable, which was confirmed by the Independent Expert, and Xref's board unanimously recommended the Scheme. Accordingly, SEEK will continue to explore other opportunities to grow placements, grow yield and improve operating leverage, which may include alternative approaches to achieving the benefits that the Scheme would have provided.