SEEK LIMITED — AGM Information 2019

Nov 25, 2019

ASX Announcement

26 November 2019

2019 Annual General Meeting

Please see the attached address to be delivered by the Chairman to shareholders at today's Annual General Meeting.

Lynne Jensen Company Secretary

SEEK LIMITED

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Tuesday 26 November 2019, 3.00 pm

CHAIRMAN'S ADDRESS

Fellow shareholders, it is my pleasure to address you today and provide some of the highlights of the past financial year.

FY2019 Results Overview

The 2019 financial year was another successful year for SEEK as we continued to deliver on our purpose of helping people to live more fulfilling and productive working lives and helping organisations succeed.

Throughout the year many of our key markets saw a gradual slowing in macroeconomic conditions. Despite these subdued conditions, the Group delivered strong financial results, with Revenue growth of 18% and EBITDA growth of 6% over the prior year. EBITDA growth was lower than revenue growth due to continued investment particularly in the growth of Zhaopin, OES and our Early Stage Ventures. Group cash flows remain strong and supported investment in product and technology and M&A, and we also paid fully franked total dividends of 46 cents per share in line with the prior year.

Our operating metrics and strong financial results in softer market conditions give us confidence that we have the right long-term strategy. Continued investment in product and technology, our investments in Early Stage Ventures, and our focus on building market share over short-term profitability will position the Group well for the future, despite the global competitors we face in many markets.

As I look out over the coming years, I am excited by the opportunities available to the Group, many of which Andrew will discuss during his presentation. I am very confident that if we execute well we will continue to deliver on our purpose and will generate strong returns for shareholders over the medium to long-term.

Sustainability

Strong returns for shareholders are only sustainable if our approach to business meets the expectations of our shareholders and other stakeholders.

Our approach is to focus on the long term sustainability issues which matter most to SEEK's business. I am proud of SEEK's approach to sustainability, and our new standalone Sustainability Report released in September 2019. I will now focus on a few key areas of sustainability, and you can read in greater detail about our approach in the report.

Our strategy for our job market platforms is to attract the largest pool of candidates. In doing so we collect and use personal information from millions of people, and they expect that this data will remain secure and be used appropriately. SEEK is committed to meeting these expectations. We have invested significantly in data privacy protection, cyber security controls and measures to protect candidate safety online. As technology advances and cyber threats evolve, data governance continues to be an ongoing area of focus.

Our people underpin SEEK's performance. Our employment practices are designed to ensure that employees have meaningful employment and career opportunities. Investment in our people and our workplace culture has enabled SEEK to attract and retain key technology talent. Again in FY2019 employee engagement scores were high and employee retention was well above industry norms.

At SEEK we are committed to an inclusive culture and strive to achieve diversity across our workforce, as this is important for an innovative and high performing business. We have a specific focus on gender diversity and aim to improve the under representation of women in professional technology roles. We do this through a range of initiatives including our "FAST" (Females at SEEK Thrive) program, our graduate program and Camp SEEK which introduces teenage girls to the variety of careers in the technology industry.

Climate change presents significant risks for us all, and unique risks for the SEEK Group across its various geographies. These risks are uncertain and largely relate to the impacts of climate change on economies and therefore employment. We continue to examine opportunities to minimise SEEK's environmental impact and our energy use.

I do encourage you to read our Sustainability Report and further understand SEEK's challenges and performance in this area.

Remuneration

I would now like to talk about executive remuneration. This is an area that takes up a significant amount of director time in seeking to address the differing, and sometimes opposing, views of external stakeholders.

We acknowledge the increasing concerns from investors and the general community about the quantum and structure of executive pay. Your Board and the Remuneration Committee are focused on balancing community and investor expectations with a remuneration structure that is "right for SEEK" – one that supports our strategic intent and the ability to attract and retain the world class talent needed to deliver sustainable, long-term growth in shareholder wealth. This is increasingly challenging for SEEK as our key sources of competition for talent are global technology companies and private equity firms who have very different remuneration structures, offering potentially very high rewards.

At today's meeting we will record a significant number of votes against our Remuneration Report. This is a very disappointing outcome as 4 out of the 5 proxy advisers in Australia recommended shareholders vote in favour of our Remuneration Report. In my conversations with our major shareholders, the vast majority expressed support for our remuneration structure. In particular, most have seen the benefits of granting equity in place of a traditional STI to directly align reward with shareholder returns rather than creating a potentially problematic focus on annual KPIs.

The votes against the Remuneration Report have been cast in the context of one proxy adviser recommending shareholders vote against all remuneration-related resolutions at this meeting. This highlights the challenge of satisfying all stakeholders on remuneration matters in an environment where there are many divergent views. Further, with no ability to engage with this proxy adviser subsequent to the release of

our Remuneration Report, SEEK has been unable to discuss their views and correct a number of inaccurate assumptions made in their report.

As is the case each year, we welcome the opportunity to gain greater feedback from shareholders who have not supported the Remuneration Report. This will be considered alongside the views of those who do support the current structure to ensure we continue to appropriately support our long-term aspirations for the business.

Executive Changes

I would now like to comment on the Group Executive Team and the Board.

In February we announced that Michael Ilczynski would be stepping down from his role as CEO Asia, Pacific & Americas and taking an extended leave of absence from SEEK. Michael commenced that leave of absence in July and I would like to thank him for the enormous contribution he has made to SEEK in his almost 13 years prior to his taking extended leave.

In April we were pleased to announce the appointment of Ian Narev to the newly created dual role of Group Chief Operating Officer and Asia Pacific & Americas CEO. In his dual role, Ian has executive responsibility for the AP&A business and works closely in partnership with Andrew on strategy development and operating priorities for the SEEK Group overall.

I'd like to take this opportunity to farewell Isar Mazer who recently resigned from his role as Chief Operating Officer, SEEK Investments and will leave SEEK at the end of this week after 8 years. In that time Isar has performed a number of different roles, including leading the International business and helping establish a global operating model across the Group. I'd like to thank Isar for his significant contribution to SEEK and wish him all the best for the future.

The Board

Following last year's AGM, Neil Chatfield retired from the Board on 31 December 2018. Since then, we have welcomed Leigh Jasper to the Board as a non-executive director, and he stands for election today. Leigh's considerable business acumen

and vast technology experience will undoubtably contribute to SEEK's continuing growth. Following Leigh's appointment, there are six non-executive directors on the Board.

To allow for orderly Board succession and maintain the desired mix of skills across the non-executive directors, Denise Bradley has agreed to stand for re-election. It is expected that, if re-elected, Denise will be unlikely to serve as a Director for the full 3 year term.

Thanks

In my first address as Chairman of the Board, I would like to thank Andrew, the Group Executives and entire SEEK team, together with the Board, for their hard work and dedication, which is reflected in our strong financial performance and business accomplishments over the last year.