Randstad’s Employee Share Purchase Plan

Human Resources

Australia & NZ

sharing success together

At Randstad we strongly believe thatpeople are our most valuable asset.That’s why we are committed to creatingextra opportunities for you.

We’re proud to introduce this excitinginvestment opportunity :

The RandstadEmployee SharePurchase Plan (SPP).

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agenda

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What is it? How does it work?

What are the risks?

What resources do I have access

to?

disclaimer

The information that you are about to

be provided in no way constitutesfinancial advice. Any decision to

pursuethe Randstad Share Purchase Plan

willbe a personal decision. Personalcircumstances will change potentiallosses/gains involved with anyshare purchase plan.4

Part One: What is the Share Purchase Plan ?

This is an opportunity topurchase Randstad shares.It’s calculated on your grossbase salary (GBS) anddeducted from your net salary, with additional bonusshares awarded by the company.

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what are the benefits of the Share Purchase Plan ?

• Flexibility- Frequent savings periods (May & November)- Opt-out options

• Active participation- You will have your own stake in the company- Share directly in the success of the company

• Bonus Shares- The more you buy, the more bonus shares you will

receive- You receive interest on the amount saved

• Convenience- The company manages the savings and purchase

administration for you!

• No transaction costs (small admin cost for trust fund fee)- No brokerage commission or services charges

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Part Two: How does it work?

• You can save up to a maximum of 5% of your gross base salary to purchase shares.

N.B Gross base annual salary = the gross monthly salary of an employee (excluding commission and bonus payments and any fringe benefits) multiplied by 12.

• There are two savings periods throughout the year, commencing May & November. You decide if you wish to participate and purchase shares up until the end of each or either purchase period.

• Monthly savings period deductions are taken from your net salary.

• Six months after your purchase you receive a bonus of 40% additional shares from Randstad.

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example timetable

Oct 2013

Nov 2013

Nov 2013– April 2014

May 2014

May 2014

October 2014

May 2014– Oct 2014

Complete share purchase plan application form

Savings period #1 commences

6 months savings duration

Company purchases shares on behalf of employees

Savings period #2 commences

6 months savings duration

Savings period #1 – 40 % bonus shares granted (if shares retained for full 6 months and employee has not resigned/left the organisation)

how does it work - continued• You will receive interest on the amount you save each 6 month

savings period and this is added to your total amount saved. If you opt out during a savings period, your monies and any interest earned will be returned at the end of the savings period.

• The interest rate offered to you is close to the Reserve Bank of Australia (RBA) cash rate with the exception of a small administration fee. To learn more about the cash rate visit www.rba.gov.au . Interest is calculated in AUS dollars.

• Randstad will provide a summary of interest earned each financial year for taxation purposes.

• The company takes care of the savings and handles the purchase of the shares, on your behalf.

• Shares are purchased in € from the Euronext stock exchange (http://www.euronext.com/). The share price for any savings period will be the closing price of the shares on the Euronext on the last trading day, before the purchase date for each savings period.

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example of how it works-continued

• Based on an assumption of tax free threshold

If your gross monthly salary is $4166.67....12 $4166.67 = $50,000.00

You are eligible to save up to 5% of $50,000

5% $50,000.00 = $2500.00

$2500.00 12 = $208.34 $208.34 is your monthly savings amount deducted fromyour pay and deposited into the investment account.

Therefore your net salary will then be $3377.00

Gross Pay: $4166.67Tax: $789.00After tax pay: $3377.67Less SPP contribution: $208.34Take home pay: $3169.33

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example of how it works-continued

This is where your monthly savings amount is deducted from

who is eligible?

• The SPP is available to all our permanent employees, (who are not already involved in another internal share purchase scheme) - irrelevant of whether you are part or full time.

• There is no minimum requirement regarding length of service or position within the company.

• Provided your employment with Randstad is continuous (includes when employees take parental leave) you are still able to contribute to the plan.

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how will I track my investment?

• You will be able to track your investment via a specialised site called T-Option once you have purchased shares.

• A link to T-Option can be accessed via our share purchase plan site located on the intranet.

• The SPP site provides easy access to all the necessary information, forms and any questions you may have about the program also.

• Dividend statements will be available under T-Option.

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Dividends• Dividends are granted (at Holdings

discretion) and are allocated on an annual basis.

• These are not allocated as a cash payment but rather invested as additional shares.

• A dividends statement will be provided to you by Holdings in January each year.

• You are responsible to declare any dividends earned when you submit your annual tax return.

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Part Three: What are the risks involved?

• There are no risks in the savings period. You earn interest on your savings and are free to decide NOT to purchase after every six month savings period.

• Like any investment, once you purchase the shares they may fluctuate and therefore increase or decrease in value.

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what are Randstad’s responsibilities?

1. Deposit monies into a trust account during savings period.

2. Calculate interest earned during savings period.

3. Provide summary of interest earned on your annual statement (distributed at same time as your payment summary).

4. If you opt-out during the savings period, Randstad will deposit monies back to your nominated account (post 6 month savings period finishing) & this will feature on your annual statement.

5. If you sell your shares, monies will be deposited back into your nominated account, once Holdings have provided the refund to us.

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what are your responsibilities?1. Complete your paperwork thoroughly.

2. Notify HR Shared Services if you do not wish to proceed during the 6 month saving period.

3. Interest earned on savings amount does not attract PAYG withholding tax. You are required to declare this interest income on your tax return.

4. You must declare the market value of dividends earned to your country’s relevant taxation department. These must be declared under “Foreign Income”.

5. You must declare capital gains or loss on your tax statement.

NB. If shares are held for over 12 months, you will receive 50% discount on capital gains tax.

6. You will need to declare a FIF on your tax return. Zero attributable

income amount from Randstad NV.

7. You need to declare market value of bonus shares earned under “Other Income”.

8. We recommend you keep copies all of your documentation!

9. Seek independent financial advice regarding your personal situation.

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when can I sell my shares?• In principle, you can sell your shares from the moment

you BUY them. They will be sold at the market price.

• As bonus shares are issued 6 months after the purchase, it is usually advantageous to wait until these are issued before deciding to sell.

• Selling shares within the first 6 months of purchasing them will mean that you are NOT eligible for the 40% bonus shares amount. These are only allocated once you have held the shares for 6 months.

• When shares are sold, Holdings will advise the HR Shared Services team once they have processed the refund to us on your behalf. We will then refund the sale amount to your nominated bank account, therefore please allow for sufficient time for the transfers to occur from the moment you have processed the sale.

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what happens if I leave the company?

• If you leave the organisation during the savings period, the saved sum plus interest will be paid upon departure.

• If you leave the organisation in the period between purchasing shares and allocation of bonus shares, you are not eligible for bonus shares.

• Shares can be retained even if you leave the company! These will be administered for you through the T-option system and there will be no administration costs involved, even though you are no longer an employee of Randstad.

• If you wish to sell post leaving the company you will manage this process via T-option and any costs associated with the sale will be deducted from the proceeds of the sale.19

Part Four: What are the Share Purchase Plan resources?• Website http://www.randstadspp.com/, this site

features; - Brochure with FAQ’s - Country specific additional tax and legislative information - Application and Amendment forms - Share Purchase Plan document - Access to T-option - Share price information - News feed

• T-Option - once shares purchased, Holdings will set this up and advise you of your logins

• Intranet (under My Employment; your shares) - Calculator – interest calculator - I-Learn module - SPP Brochure and general information - Country specific tax and legislative information - Application and Amendment forms20

Thank you!

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