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Randstad N.V. M&A Activity 2008

Apr 23, 2008

3880_iss_2008-04-23_c0997b65-3cad-45e2-8cdf-9b1056aa5836.pdf

M&A Activity

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Randstad Holding nv

Diemermere 25, Diemen

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This press release may not be published, distributed, diffused or otherwise sent into the United States of America, Japan, Australia or Canada.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 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.

Press release Randstad shareholders approve offer for Vedior

At the Randstad Holding nv ("Randstad") Extraordinary General Meeting of Shareholders held today, Randstad shareholders have approved the following Executive Board resolutions:

  • The intended acquisition of Vedior N.V. ("Vedior") through the Offer launched on April 2, 2008, and the measures to implement the Offer and the transactions resulting from the Offer
  • The increase of Randstad's authorized share capital and, subject to the Offer being declared unconditional, the issue of the new Randstad ordinary shares on the Settlement Date
  • The appointments of Brian Wilkinson and Greg Netland to the Executive Board subject to the Offer being declared unconditional and effective as per Settlement Date
  • The appointments of Beverley Hodson and Henri Giscard d'Estaing to the Supervisory Board subject to the Offer being declared unconditional and effective as per Settlement Date
  • The amendment of the Articles of Association pertaining to the increase of the authorized capital, amendments to the provision regarding preference B shares after which they qualify as equity capital under IFRS, and a number of technical adjustments.

As part of the measures to implement the Offer and the transactions resulting from the Offer, debt financing was discussed. The debt financing that had been guaranteed upfront by ABN-Amro and ING has been successfully syndicated. Because of this successful syndication Randstad has enhanced its maturity profile by increasing the size of the 5-year syndicated loan from € 2.5 billion to € 2.7 billion while the 364-day bridge facility has subsequently been lowered to € 100 million from an initially planned amount of € 300 million.

Biographies new members Executive Board:

Brian Wilkinson (1956) has the British nationality. He is a member of the Board of Management of Vedior since May 2003. Brian joined the Vedior group in 1999 as UK development manager. Since May 2002 he has been responsible for operations in the UK, Ireland, Australia, New Zealand, India, Singapore, Hong Kong, the Middle East, Sri Lanka and Malaysia. In 2006 he also became responsible for the Vedior group's operations in Portugal and Scandinavia.

Date April 23, 2008 More information Bart Gianotten Machteld Merens Telephone +31 (0)20 569 56 23

Date April 23, 2008 More information Bart Gianotten/ Machteld Merens Page 2/2

Greg Netland (1962) has the US nationality. He joined the Vedior group in 1999 through the acquisition of Select and has served as the Chief Executive for Vedior North America since 2003. Prior to his appointment as CEO for Vedior North America, he served as the Chief Operating Officer and Executive Vice President of Business Development of this subsidiary.

Biographies new members Supervisory Board:

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Beverley Hodson (1951) has the British nationality and has been a member of the Supervisory Board of Vedior since April 2006. She was formerly Retail Managing Director of WH Smith Group PLC, having headed business within Sears PLC and the Boots Company PLC. She is also a non-executive director of First Milk, Robert Wiseman Dairies PLC and Iforce Holdings Ltd.

Henri Giscard d'Estaing (1956) has the French nationality. He has been a member of the Supervisory Board of Vedior since April 2006. He is chairman of the Board and Chief Executive Officer of Club Méditerranée S.A. since December 2002. Before joining Club Méditerranée in 1997, he held various management positions at Danone Group and Cofremca. He is a member of the Board of Directors of Groupe Casino Guichard-Perrachon S.A.

Conference call

A replay of the presentation and the Q & A will also be available on our website as of today 18.00 CET. The link is: http://www.ir.randstad.com/presentations.cfm. The presentation is in Dutch with a simultaneous translation into English.

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 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.

Randstad Holding nv specializes in solutions in the field of flexible work and human resources services with group companies in Europe, North America and Asia. The Randstad Group is one of the largest temporary employment organizations in the world and market leader in the Netherlands, Belgium, Germany and the southeastern United States. Randstad is dedicated to matching at the right time, the demand by individuals for challenging and well-paid employment to the demand of organizations for employees of the right caliber and the right qualifications. The Group is active under the brand names Randstad, Yacht , Capac Inhouse Services, Tempo-Team, EmmayHR, Team4U, Martin Ward Anderson and Otter-Westelaken. Randstad Holding nv (Reuters: RAND.AS, Bloomberg: RAND NA) is listed on the Euronext Amsterdam exchange, where options for stocks in Randstad Holding are also traded. For more information about Randstad Holding see http://www.randstad.com.