SEEK LIMITED — AGM Information 2020

Nov 18, 2020

==> picture [184 x 98] intentionally omitted <==

19 November 2020

The Manager ASX Market Announcements Office Australian Securities Exchange

Dear Manager

SEEK Limited – 2020 Annual General Meeting – Chairman’s address

In accordance with the Listing Rules, attached is the address to be delivered by the Chairman at today’s Annual General Meeting for release to the market.

Yours faithfully,

==> picture [455 x 67] intentionally omitted <==

Lynne Jensen Company Secretary

This announcement was authorised for release by the Company Secretary.

For further information please contact:

Investors & Analysts Steven Moran SEEK Limited (03) 8517 4484

Media Daniel Ellis SEEK Limited Phone: 0400 587 232

SEEK Limited

Level 6, 541 St Kilda Road, Melbourne, Victoria, 3004 | Tel: +613 8517 4100 | Fax: +613 9510 7244 | ABN 46 080 075 314

SEEK LIMITED

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Thursday 19 November 2020, 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.

FY2020 Results Overview

Over the early part of calendar year 2020 we witnessed the rapid spread of COVID-19 across the world. The pandemic has had an unprecedented impact in almost every country, sadly claiming many lives and resulting in devastating secondary impacts to economies and livelihoods.

SEEK was not immune from the impacts of COVID-19, and we saw this flow through to the FY2020 financial results, with Group revenue growth of 3% and a Group EBITDA decline of 9% compared with the prior year.

Despite the challenging conditions, we focused on executing our key strategic priorities and making decisions that align with SEEK’s long-term objectives. This, together with our Purpose, guided us during this period.

SEEK’s Group Executive reacted quickly to the challenges arising from the pandemic, helping our teams in Australia and overseas to adapt to the changing conditions, and ensuring the focus remained on preserving and creating long term shareholder value. Our response included a series of measures to protect our workforce and culture, support our hirers and manage our capital position. This was supported by $8 million in COVID-19 related government subsidies across Australia, New Zealand and South East Asia.

COVID-19 caused job hiring activity to reduce almost immediately by a material level and businesses and recruitment agencies were significantly impacted by this. In response, SEEK quickly enacted a series of hirer support measures totalling $13 million across the AP&A businesses. We also provided new content and insights for job seekers, and launched new courses, to help many who lost their jobs during this period.

As a Board, our focus continued to include managing key risks, governance and oversight with a view to ensuring SEEK continued to realise its growth potential and deliver long-term value to shareholders, despite the challenges. Given the uncertain environment, there was a focus on preserving capital which led to the decision not to pay a final dividend in FY2020. We believe this was the right tradeoff to maximise future returns for shareholders, and once economic conditions improve, we intend to resume the payment of dividends.

As I look out over the coming years, whilst COVID-19 has created near-term economic challenges, this does not fundamentally change our long-term aspirations. I am confident that if our management team, led so ably by CoFounder and CEO Andrew Bassat, continue our long-term focus and execute well, we will unlock large new revenue pools and create significant long-term shareholder value.

Sustainability

I turn now to SEEK’s approach to Sustainability.

Our approach is to focus on the long term sustainability issues which matter most to SEEK’s long term business success. In key areas of risk - SEEK’s people, cyber security and business resilience – the pandemic created new challenges. The pandemic tested our business resilience. Prior to the disruption SEEK had enabled a fully remote workforce across Australia and New Zealand and many other geographies. We were pleased that our business critical processes and systems have been successfully maintained in a remote working environment. We are also extremely proud of the way in which our teams continue to adapt to changing conditions and execute on key strategic initiatives.

Our strategy for our employment platforms is to attract the largest pool of candidates. In doing so we collect and use personal information from millions of people. SEEK is committed to meeting candidate expectations that this data will remain secure and be used appropriately. We have invested significantly and were able to withstand the dramatic increase in attempted cyber attacks and fraudulent activity as cyber criminals try to capitalise on the challenges of remote working and uncertainty caused by COVID-19.

We have a long-term commitment to our customers, demonstrated during this past year by the COVID-19 support measures discussed earlier. Some customers were also seriously impacted by the intense bushfires last summer. In this instance, SEEK also supported bushfire affected customers by providing commercial relief to those no longer hiring and helping active hirers with free premium job ads. Our aim was to provide relief where possible to enable people to focus on rebuilding their businesses and lives.

Climate change presents significant risks for us all. For SEEK, these risks are uncertain and largely relate to the impacts of climate change on economies and therefore on employment. We continue to examine opportunities to minimise SEEK’s environmental impact and our energy use.

I am proud of SEEK’s sustainable long term approach to our business, and I encourage you to read about this in our Sustainability Report.

Remuneration

The main objective of SEEK’s executive remuneration framework is to ensure close alignment between Executive reward and shareholder returns over the long term.

In assessing remuneration outcomes since this framework was introduced in 2012, the benefits that Executives have realised through the Executive Equity Plan and Wealth Sharing Plan have been closely aligned with the share price and TSR growth seen by shareholders. Over this period, SEEK’s TSR growth has been approximately 300%, compared with the total return of the ASX200 of approximately 100%, however two of the six WSP offers tested to date have lapsed – highlighting the ‘at-risk’ nature of this award given the absolute share price hurdles set.

Despite this, last year SEEK narrowly received a first strike against our Remuneration Report.

The Board took this voting outcome seriously and sought to understand the views of investors who voted against the Remuneration Report. The Board also spent considerable time better understanding the preferences of the vast majority who voted in favour, to ensure that all views were taken into consideration.

These discussions confirmed that a broad range of views are held. Aspects of our executive remuneration framework that were of concern to some investors and proxy advisors, receive a strong level of support from others. There were, however, some common themes expressed in relation to the Wealth Sharing Plan which resulted in a detailed review of the Plan.

The most significant change to the Wealth Sharing Plan design for FY2021 was replacing cliff vesting with a graduated vesting schedule, in order to address feedback regarding an ‘all-or-nothing’ vesting approach. Under the WSP for FY2021, Executives will receive partial vesting at the threshold share price hurdle and full vesting at the stretch share price hurdle.

In addition, in light of COVID-related share price volatility, the SEEK share price input into the number of WSP Options and Rights allocated changed from a oneday spot price to a 60-day volume weighted average price or VWAP. This change ensures consistency with the 60-day VWAP period which we use to set and then test against the share price hurdles and reduces the ongoing impact of share price volatility.

Finally, in acknowledgment of investor views and public sentiment regarding executive remuneration quantum, particularly in the current COVID-19 environment, there has again been no change to the CEO and Co-Founder’s remuneration which was last increased on 1 July 2018. There were also no increases in remuneration for the other Executive key management personnel or to the Board and Committee fees which were last increased on 1 July 2018.

We understand that SEEK’s executive remuneration framework differs from the market and believe that it drives the right long-term focus and behaviour from the Executive team. We are again grateful for the considered assessment and support received by the majority of investors and proxy advisors.

While we have made changes to the WSP for FY2021, it is the Board’s intent to

continue to review our executive remuneration framework again in future, including the design of the WSP. Our aim is to ensure it meets the ongoing needs of our business and shareholder expectations, particularly in the context of the unique external landscape we find ourselves in.

As always, we will share our thinking with you as it evolves and continue to welcome your feedback.

Executive changes

I would now like to comment on the Group Executive Team and the Board. In November last year, Andrew announced the appointment of Kendra Banks to the SEEK Group Executive Team. Prior to this appointment, Kendra was the Managing Director of SEEK Australia and New Zealand, and she continues in this role as part of the Group Executive Team providing a direct customer voice in the Executive Team’s strategy discussions.

In May Andrew announced the appointment of Damien Wodak to the role of Managing Director, Strategy & Portfolio Management following the departure of Isar Mazer in November 2019. In his role, Damien has responsibility for leading corporate strategy across the SEEK Group and for driving the overall strategy and portfolio management for many businesses within the SEEK Investments portfolio.

The Board

Following her re-election as a non-executive director at last year’s AGM, it was with great sadness that we acknowledged the passing of Emeritus Professor Denise Bradley AC in March 2020. Denise had been a non-executive director since 2010 and made a significant contribution over many years to our deliberations as a board. She was also someone who regularly assisted management with her knowledge and insight and is sorely missed.

In October 2020, we welcomed Professor Linda Kristjanson AO to the Board as a non-executive director, and she stands for election today. Linda’s extensive experience in the education sector will complement the skills and knowledge of the existing SEEK Board, and support SEEK’s growth aspirations in online education. Following Linda’s appointment we have returned to having six non-executive directors on the Board.

Thanks

I would like to thank Andrew, the Group Executives and entire SEEK team, together with the Board, for their hard work, dedication, leadership and care for each other and our candidates and hirers, during this challenging year.