Randstad N.V. — M&A Activity 2008

Feb 14, 2008

This press release may not be published, distributed, diffused or otherwise sent into the United States of America, Japan, Australia or Canada.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, 14 February 2008

PRESS RELEASE FOR IMMEDIATE RELEASE

Preparations public offer Vedior well on track

In December 2007, Randstad and Vedior publicly announced the intention of Randstad to make a public offer for all of the share capital of Vedior N.V., in a mixed cash and share offer, of € 9.50 plus 0.32759 share Randstad Holding nv per share Vedior N.V. for a total equity consideration at the day of announcement of € 3.5 billion. Randstad and Vedior hereby further elaborate on the progress of the preparations for this offer:

• Randstad and Vedior are well on track in preparing to combine their activities and working towards becoming the no. 2 in the global HR services industry. For Vedior this combination helps to address the challenges identified in the strategic review as communicated late 2007. For Randstad this landmark transaction fits all strategic criteria and defined growth drivers. The combination will have a unique geographic spread, leading positions in major markets, and a truly diversified business mix with leading positions in the inhouse and professionals segments. Management of both companies is working side by side to ensure the preparations run as smoothly as possible.
• In January and February 2008, pre-notification documents have been shared and discussed with the European Commission by delegates from both companies. Following these prenotification discussions, the official filing will be submitted to the European Commission before the end of next week.
• Randstad and Vedior have made good progress in drafting the offer memorandum and expect to submit the offer memorandum to the Authority Financial Markets in the Netherlands for review next week. This is within the statutory time frame. The offer memorandum will include audited FY 2007 figures. Publication of the offer memorandum and launch of the offer are expected in March 2008.
• The Extraordinary General Meetings of Shareholders of Randstad and Vedior are expected late March/early April depending on approval of the European Commission. Public announcements will be made as soon as possible via the regular channels (newspapers and website).
• As announced on 3 December 2007, Randstad has secured fully committed debt financing from book runners ABN AMRO Bank N.V. and ING Bank N.V. Since that date, the book runners have made good progress on syndicating the € 2.5 billion credit facility.
• Randstad and Vedior have set up an integration team to prepare for joint activities in the various countries once the transaction has been finalized. This team reports to the CEOs of both companies, Ben Noteboom (CEO and chairman executive board Randstad) and Tex Gunning (CEO and chairman Board of Management Vedior).
• On 3 December 2007, Randstad announced its intention to refinance its preferred shares type-B for a total consideration of € 165.8 million. It is now expected that the preferred

shares will not be redeemed but restructured. It is planned that, in line with the recommendations of the Dutch Corporate Governance Code, the number of voting rights attached to the preferred shares will be aligned with the historical capital contribution. The total number of votes on the preferred shares will be reduced from 25.2 million to 3.6 million. The fixed dividend term of 4.32% until 2012 will not be reset, but actual payment of the preferred dividend payments on the preferred shares will be at the discretion of management. After approval by the shareholders' meeting of the Company of the latter change in the Articles of Association, the preferred shares will be classified as equity.

Enquiries

Randstad

Bart Gianotten, investor relations Machteld Merens, media relations Phone: +31 (0)20 569 56 23

Vedior

Analysts, investors and media Tex Gunning, Chief Executive Officer Frits Vervoort, Chief Financial Officer Jelle Miedema, Company Secretary Phone: +31 (0)20 573 56 09

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 17,570 employees and 2,886 branches and inhouse locations in 20 countries around the world, primarily in Europe and North America. Randstad generated € 9.2 billion in revenues and € 554 million in EBITA in 2007. 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, Latin 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 16,600 employees and 2,530 branches in 50 countries around the world. In 2007, Vedior EBITA before non-recurring items was € 369 million and revenue € 8.4 billion. 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.