• Xref shareholders did not approve SEEK's proposed acquisition scheme
• Scheme required 75% shareholder approval but only received 67.6% support
• SEEK and Xref have agreed to terminate the scheme implementation deed

SEEK Limited today announced that Xref Limited did not receive the required shareholder support for the scheme of arrangement under which SEEK International Investments Pty Ltd, a wholly owned subsidiary of SEEK, proposed to acquire all of the ordinary shares 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, only 67.60% of votes cast were in favour of the scheme, falling short of the required 75% threshold. After detailed consideration, and having regard to SEEK's declaration that its offer was 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, which was considered fair and reasonable and unanimously recommended by Xref's board. 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.