Randstad N.V. — M&A Activity 2010

Aug 13, 2010

Randstad Holding nv Diemermere 25, Diemen P.O. Box 12600, NL-1100 AP Amsterdam z.o.

Press release For more information Bart Gianotten/Marianne Honkoop Date Telephone August 13, 2010 +31 (0)20 569 56 23

Randstad to acquire Japanese FujiStaff Holdings

Randstad Holding nv has reached agreement with the founding shareholders of Japanese HR services firm FujiStaff Holdings (FujiStaff), to acquire their economic 44.6% stake in the company. Randstad already held a 20.5% stake in FujiStaff. A public tender offer will be launched to acquire all of the issued and outstanding shares of FujiStaff, including those listed on the Jasdaq Stock Exchange (symbol 2147). Randstad plans to retain all FujiStaff and Randstad Japan employees.

FujiStaff ranks number 6 in the Japanese staffing market. In the fiscal year ending March 31, 2010, FujiStaff generated revenue of about Yen 60 billion/ € 461 million, while the EBITDA margin amounted to 3.9%. At the end of this period FujiStaff employed approximately 1,000 employees and worked from 88 locations. Revenue is split over 2 businesses, with some 55% of revenue generated by FujiStaff (primarily clerical) and some 45% by I-Line (primarily manufacturing). Randstad entered the Japanese market in 2006 with a branch in Tokyo and generated revenue of € 13 million in 2009.

The Japanese staffing market is the second largest in the world. Based on demographics and a continued need to improve productivity, the long term prospects are sound. FujiStaff and Randstad have a longstanding relationship. The first contacts were established in 2004. Early 2008, the two companies launched a joint project, the Global Staffing Research Center, to survey and analyze the significance of HR services businesses in the labor market. In November 2008, Randstad acquired a 10% stake from the founding shareholders. In two steps, in 2009 and early 2010, this stake was upped to 20.5%. Since 2009 Randstad holds a seat in the board of FujiStaff.

"We are very pleased to have reached this agreement with FujiStaff", says Ben Noteboom, CEO Randstad Holding. "The Japanese HR services market becomes increasingly important in the global market place and in FujiStaff we have found the right partner to play a significant role in greatly expanding the harmonious development of talent in Japan by offering the right HR services to clients and candidates. We are convinced that FujiStaff's dedicated and quality employees will enable us to capture the arising opportunities. Over the past few years we have built a sustainable relationship with FujiStaff Holdings and its most important shareholders, the Masuyama family, a relationship based on trust, a shared vision and shared values. I would like to thank the family for all their effort and dedication."

"We look forward to becoming part of Randstad", says Hirofumi Masuyama, Chairman FujiStaff Holdings. "Becoming an important part of one of the world's leading HR services firms, will help us further develop our services offering and growth potential. We therefore believe the offer is beneficial to all our employees and shareholders as well as for other stakeholders."

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Details of the offer

Randstad agreed to pay the founding shareholders Yen 27,500 per share. It is proposed that other FujiStaff shareholders will also receive Yen 27,500 in cash for each outstanding FujiStaff share. The 'Offer' represents a premium of 61.7% to the closing share price of Yen 17,010 on August 12, 2010 and a premium of 51.2% to the volume weighted average share price of Yen 18,185 over the 30 days through to August 12, 2010.

The total amount to be paid for the shares in FujiStaff not currently held is estimated at approximately Yen 13.7 billion. In addition FujiStaff held a net debt position at March 31, 2010 of Yen 2.9 billion. The 20.5% stake in FujiStaff that Randstad already holds has been acquired for Yen 2.5 billion. On an enterprise value basis the total investment will therefore be approximately Yen 19.1 billion, representing an enterprise value/revenue multiple of 0.32 based on FujiStaff's revenue over the book year ending March 2010, and an enterprise value/EBITDA multiple of 8.2 over the same period.

At historic exchange rates Randstad's current shareholding in FujiStaff has been acquired for around € 20 million, while at the exchange rate of August 12, 2010 (¥/€ 0.00888) the consideration for the shares not currently held plus FujiStaff's net debt position is estimated at approximately € 147 million.

The potential acquisition of all issued and outstanding shares of FujiStaff is not expected to have a significant impact on Randstad's financial position and will be financed by using existing credit facilities. By using our internal financing center and by combining our existing businesses with the businesses to be acquired, we expect to be able to realize relevant tax savings. A limited positive impact on EPS is expected for 2011. The transaction does not change our expectation to pay dividend over 2010.

The transaction is conditional on regulatory approvals and Randstad obtaining an economic stake of at least 75% through the public tender offer, which will be closed on October 13, 2010.

Current trading FujiStaff

FujiStaff's Q1 results for the fiscal year ending March 31, 2011, released today, confirm that the company is on track to reach its full year forecast of 5% revenue growth to Yen 63.3 billion (€ 562 million at the ¥/€ exchange rate of August 12, 2010) and an increase in ordinary income to Yen 3 billion (+54%). This would imply an EBITDA margin of 5.2%.

For analysts a conference call will be held today at 9.00 CET. The dial in numbers are +31 20 7965 213 (the Netherlands) or +44 (0)208 817 9301 (international). The pass code is: 3283569. The conference call can also be watched through real-time audio webcast.

Randstad specializes in solutions in the field of flexible work and human resources services. Our services range from regular temporary staffing and permanent placement to inhouse, professionals, search & selection, and HR Solutions. Since acquiring Vedior in 2008, the Randstad Group is the second largest HR services provider in the world with top three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland and the UK, as well as major positions in Australia and the United States. End 2009 Randstad had approximately 25,500 employees working from over 4,100 branches and inhouse locations in 44 countries around the world.

Randstad generated revenue of € 12.4 billion in 2009. Randstad was founded in 1960 and is headquartered in Diemen, the Netherlands. Randstad Holding nv is listed on the NYSE Euronext Amsterdam, where options for stocks in Randstad are also traded. For more information see www.randstad.com