Randstad N.V. — M&A Activity 2007

Dec 3, 2007

This press release may not be published, distributed, diffused or otherwise sent into the United States of America, Japan, Australia or Canada. This press release does not constitute an extension into the United States of America, Japan, Australia or Canada of the intended offer mentioned in this press release. This press release does not constitute or form part of an offer to sell securities or the solicitation of an offer to buy securities.

Amsterdam, 3 December 2007

For immediate release

Randstad and Vedior to create an HR services industry leader

Randstad Holding nv ("Randstad") and Vedior N.V. ("Vedior") announce that they have reached conditional agreement to combine Randstad and Vedior to create the second largest HR services company worldwide. The combination will be achieved by means of a public offer for all of the outstanding share capital of Vedior in a mixed cash and share exchange offer, comprising € 9.50 in cash and 0.32759 Randstad shares for each Vedior share (the "Offer"). Based on Randstad's closing share price on 29 November 2007 of € 32.62, the day prior to Randstad and Vedior confirming that they were in discussions regarding a possible combination, the Offer values Vedior at € 20.19 per share implying a 64.1% premium to the closing share price as of 29 November 2007 and a premium of 51.8% to the volume weighted average share price over the month ended 29 November 2007. The share component of the Offer provides Vedior shareholders with the opportunity to benefit from the significant upside potential arising from the combination.

The proposed transaction will create:

• The second largest HR services company worldwide, with combined revenues of € 17.3 billion and EBITA of € 883 million (LTM1 )
• An industry champion with leading positions in key markets across the world:
• o Number 1 positions in Germany, The Netherlands, Belgium, Portugal, Poland, Canada and India
• o Number 2 position in Spain
• o Number 3 positions in France, Switzerland and Australia
• A global leader in the professionals segment, with € 3.6 billion of revenues (LTM) and offering a broader range of services than any competitor
• Enhanced platform for growth from increased exposure to attractive growth markets with low staffing penetration rates such as India, Japan, Eastern/Central Europe and South America
• A truly diversified geographic mix with no single country contributing more than 23% of revenue and a balanced business mix (21% professionals, 11% inhouse, 66% masscustomized or traditional staffing and 2% HR solutions)
• Significant realizable and tangible synergies
• o € 100 million of annual pre-tax run rate cost synergies and tax synergies
• Significant additional upside potential from cross-selling opportunities and sharing of best practices

1 Last Twelve Months up to 30 September 2007

The HR services industry is relatively immature and is an attractive growth market with a number of key trends likely to contribute to positive future market evolution. The professionals segment demonstrates the highest growth rate, given the continued trend of outsourcing of white-collar jobs. At the same time there are still significant opportunities in the traditional (light industrial/clerical) markets, especially as new markets continue to deregulate and emerging markets gain in relative importance.

On the clients' side, the large account segment is globalizing and seeking a broader range of services to be offered by a smaller number of vendors. Demographic trends and skill shortages are the main future challenges for our clients.

The combination of Randstad and Vedior will have the scale and scope to capitalize on these trends. The combination will be an industry leader in the professionals segment with the broadest service portfolio. Both have highly regarded leading service offerings in the traditional or mass-customized segment in many countries, serving both large accounts and the SME sector. With inhouse services, the combination will have a unique service offering for large industrial and logistics clients. From a geographic perspective, the combination will have leading positions in most of the key staffing markets with additional growth potential from emerging staffing markets. By leveraging our respective and complementary strengths we will be even better able to service both our clients and candidates. We aim to play an active role in shaping the world of work.

The Supervisory Board and the Management Board of Vedior unanimously support the Offer and believe the Offer is in the best interests of Vedior and its stakeholders (including shareholders), and unanimously recommend that Vedior shareholders tender their shares into the Offer, when made.

The Supervisory Board and the Executive Board of Randstad unanimously support the Offer and unanimously recommend that its shareholders approve the transaction and the issuance of new shares at its EGM, which is expected to be convened in February 2008. Randstad's largest shareholder, Mr. Goldschmeding, who directly and indirectly controls 46.5% of the voting capital of Randstad, has undertaken to vote in favor of such resolutions.

Ben Noteboom, chief executive officer of Randstad: "The combination of Randstad and Vedior represents a unique opportunity to create an industry champion of global size and scale. In this way, we will be able to provide a very complete range of service solutions to our clients and candidates around the globe. In doing so, we will also deliver enhanced returns to our shareholders. It is a tribute to the knowledge and dedication of our people in both companies that we are now able to make this major step. Because of the hard work of their employees, both companies have been already very successful in the past, and this deal makes the future prospects for our clients, shareholders and employees even better."

Tex Gunning, chief executive officer of Vedior: "For Vedior and Randstad this is a historic opportunity to become a global industry leader. Our customers will benefit hugely from having access to a true global powerhouse which will help them deal with the growing challenge of skill shortages. For our employees the new combination has tremendous career opportunities. The professionals businesses of Vedior will be able to accelerate their global growth strategy, and our generalist staffing companies will benefit from the scale and expertise within the combination. This transaction provides our shareholders with a very attractive offer and at the same time an opportunity to participate in the future value creation of an industry leader."

Highlights of the Offer

Randstad intends to acquire all the outstanding shares of Vedior through a mixed cash and share exchange offer for Vedior shares consisting of 0.32759 Randstad shares and € 9.50 in cash per Vedior share.

Based on Randstad's closing share price on 29 November 2007 of € 32.62, the Offer values each Vedior share at € 20.19 which equals a total equity consideration of € 3.51 billion, representing:

• a 64.1% premium over the Vedior closing share price of € 12.30 as of 29 November 2007
• a 51.8% premium over the Vedior volume weighted average share price of € 13.30 for the month ended 29 November 2007
• an implied P/E multiple of 16.1x and EV/EBITA multiple of 11.9x for the last 12 months to 30 September 2007
• a 33% ownership in the combination for Vedior shareholders
• the ability for Vedior shareholders to participate in future upside of the combination

The Offer is cum dividend with respect to any dividend declared and payable for the financial year 2007 of both Randstad and Vedior. The cash element of the Offer would be adjusted for any dividends paid by either company with respect to the 2007 financial year.

Significant value creation opportunity

The combination is well positioned to capture the significant growth opportunities available in the market through its leadership positions in key markets and to deliver substantial benefits from sharing best practices and processes.

The combined group is expected to generate € 80 million of annual run rate pre-tax synergies primarily from headquarter savings, branch optimization and efficiency improvements. It is expected that 75% of the synergies will be achieved within the first 18 months after completion. Integration costs to capture these synergies are estimated to amount to € 60 million. In addition, € 20 million of annual tax savings are expected.

In addition to the cost savings identified above, the combination expects to generate additional synergy upside through sharing of best practices, introduction of proven concepts into the respective client bases (such as inhouse and professionals) and procedures across each other's footprint, and increased scale and scope which allows the combination to be more competitive in international tenders.

The transaction is expected to be immediately accretive to Randstad's earnings per share, excluding one-off charges and acquisition related amortization.

The transaction is expected to achieve attractive returns. ROIC is expected to surpass Randstad's WACC (9%) as of 2010.

Financing of the Offer

The cash consideration of the Offer is € 1.7 billion, assuming 100% acceptances. Randstad intends to refinance all Vedior's short and long term debt as well as Randstad's short term debt. As part of the transaction, Randstad plans to refinance its preference shares for a total consideration of € 165.8 million. Randstad has secured fully committed debt financing from ABN AMRO Bank N.V. and ING Bank N.V.

The transaction provides Randstad with the opportunity to optimize its balance sheet efficiency. In total, the pro forma indebtedness of the combination on closing of the transaction will be € 2.6 billion. Randstad intends to maintain a financial position commensurate with an investment grade rating. Within 12 months after settlement Randstad expects the leverage ratio (Net Debt / EBITDA) to be below Randstad's stated financing policy of a maximum of 2.0x.

Board composition and governance

Randstad's current Chairman (Fritz Fröhlich) will become Chairman of the Supervisory Board of the combined group. Randstad's current CEO (Ben Noteboom) will continue as CEO and Chairman of the Executive Board of the combined company. Randstad's current CFO (Robert-Jan van de Kraats) will continue as CFO and Vice-Chairman of the Executive Board of the combined company. The combined group's Executive Board will consist of Randstad's current Executive Board strengthened with two members of the management board of Vedior. The Supervisory Board of the combined group will consist of Randstad's current Supervisory Board plus two or three members from Vedior's Supervisory Board. The integration of the two companies is planned to start immediately after completion of the transaction. The integration team will be led by Vedior's current CEO (Tex Gunning).

No forced lay-offs will be made as a result of the transaction.

Offer conditions

The Offer is expected to commence on fulfillment or waiver of the following conditions: (i) no material adverse change relating to Vedior, (ii) no competing offer being made (iii) no governmental, regulatory or court order restraining or prohibiting the proposed transaction, (iv) no suspension of trading, (v) agreement on and AFM approval of the Offer Memorandum, (vi) no material breach of the merger agreement and (vii) confirmation of resignation of certain members of the Vedior Boards effective per settlement.

Once commenced, the Offer will be declared unconditional upon satisfaction or waiver of the following conditions precedent: (i) a minimum acceptance of 66.67% of the fully diluted share capital of Vedior, (ii) no material adverse change relating to Vedior, (iii) no competing offer being announced, made or increased, (iv) no revocation of recommendation of the Vedior Boards, (v) no material breach of the merger agreement, (vi) no governmental, regulatory or court order restraining or prohibiting the proposed transaction, (vii) Randstad shareholders approving the transaction and the issuance of new Randstad shares, (viii) relevant antitrust clearances for the Offer and (ix) no suspension of trading.

Process and indicative timetable

Randstad and Vedior will seek to obtain all necessary regulatory and competition approvals and clearances and will complete all requisite employee consultation and information processes as soon as reasonably possible in order to launch the Offer.

The Offer Memorandum is expected to be published and the Offer is expected to commence in early 2008. Closing is expected to occur in March or April 2008. Before completion, Randstad will hold an EGM to ask its shareholders to approve both the transaction and the issuance of new Randstad shares. Randstad's largest shareholder, Mr. Goldschmeding, supports this transaction. Similarly, Vedior will hold an informative EGM before completion to discuss the Offer with its shareholders.

Once the Offer is declared unconditional, it is intended that Vedior's shares will be delisted from Euronext Amsterdam. Furthermore, subject to the necessary thresholds being reached, Randstad expects to effect a legal merger or to take such other steps to delist Vedior shares and/or acquire shares not otherwise acquired by it.

Advisers

ABN AMRO Bank N.V. and Goldman Sachs International are acting as financial advisers to Randstad and Allen & Overy LLP is acting as legal adviser to Randstad. ING Corporate Finance and Merrill Lynch International are acting as financial advisers to Vedior and NautaDutilh N.V. is acting as legal adviser to Vedior.

Analyst / Investor conference call

Conference call

Today, at 09.30 CET/08.30 GMT, Randstad Holding will host a conference call for analysts. The dial in number is +31 (0)20 707 55 07 and for participants from the UK +44 (20) 7806 1959. The confirmation code is: 642 0169. You can listen to the analyst conference through real time audio webcast. A replay of the presentation and the Q & A will also be available on our website as of today 12.00 CET. The link is: http://www.ir.randstad.com/presentations.cfm and http://www.vedior.com/.

Press conference

Today, at 12.00 CET/11.00 GMT, there will be a press conference at the Hilton Hotel in Amsterdam, Apollolaan 138. The dial in number to listen to the press conference is: +31 (0)20 707 55 01, and for participants from the UK +44 (0)20 7806 1962. The confirmation code is: 7463784

Further information

The information in this press release is not intended to be complete and for further information explicit reference is made to the Offer Memorandum, which is expected to be published in early 2008. The Offer Memorandum will contain details of the Offer. The Vedior shareholders are advised to review the Offer Memorandum in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the content of the Offer Memorandum and the Offer itself.

Enquiries

Randstad

Investor relations Bart Gianotten: +31 (0)20 569 59 40

Media Machteld Merens: +31 (0)20 569 17 32

Vedior

Analysts, investors and media Tex Gunning, Chief Executive Officer Frits Vervoort, Chief Financial Officer Jelle Miedema, Company Secretary

Tel: +31 (0) 20 573 5609

Randstad Profile

Randstad is the third largest staffing company in the world by revenues. The company offers a wide range of services that covers almost every aspect of HR services, from staffing, which includes finding temporary personnel (flexworkers and interim professionals) and permanent employees for clients, to the provision of a whole range of specialist services, such as HR consultancy and the management of HR processes. Randstad has close to 17,204 employees and 2,816 branches and in-house locations in 20 countries around the world, primarily in Europe and North America. Randstad generated € 9.0 billion (LTM) in revenues and € 534 million (LTM) in EBITA. Randstad was founded in 1960 and is headquartered in Diemen, the Netherlands.

Vedior Profile

Vedior is the fourth largest recruitment company in the world by revenues. Vedior is a full-service recruitment provider with a diversified portfolio of brands targeting a broad range of industry sectors. The company has a global network of offices spanning Europe, North America, Australasia, Asia, South America and Africa. Vedior offers temporary and permanent recruitment as well as a number of complementary employment-related services such as outplacement, HR outsourcing, payrolling and training. Vedior has a leading market position in the provision of professionals/executive recruitment in sectors such as information technology, healthcare, accounting, engineering and education. Vedior has a more diverse portfolio of recruitment services than any other recruitment company. Vedior has 16,414 employees and 2,550 branches in 50 countries around the world. Vedior(1) generated € 8.3 billion (LTM) in revenues and € 349 million (LTM) in EBITA. Vedior is headquartered in Amsterdam, the Netherlands.

This press release may not be published, distributed, diffused or otherwise sent into the United States of America, Japan, Australia or Canada. This press release does not constitute an extension into the United States of America, Japan, Australia or Canada of the intended offer mentioned in this press release. This press release does not constitute or form part of an offer to sell securities or the solicitation of an offer to buy securities.

(1) Vedior excludes non-recurring items