Insuring the balance sheet DACT Treasury Beurs Noordwijk November 5th, 2009

Contents Setting the scene Options Receivables solution Q&A Lessons learned

Setting the scene Take over of Vedior EUR 2.7 bn 5 year syndicated facility 1 covenant: leverage below 3.5 31 banks Sharp decline in EBITDA due to downturn, future uncertain LTM EBITDA 2008Q3: EUR 1,000 mio LTM EBITDA 2009Q3: EUR 500 mio Conservative leverage policy Internal policy: Leverage below 2 Zero risks on breach syndicated facility

What were we looking for? Secure solution No umbrella for sunny days At least 12 moths, preferably up to 18-24 months Cost effective solution Should be significantly less expensive than a covenant breach Standby solution / option on solution Possibility of ever needing it was and is very small For receivables: avoiding operational hassle and transfer of credit risk

Options considered Cash flow improvements Temporary relief of covenant Dividend 2008 skipped VAT relief in the Netherlands Return of EUR 175 mio in Corporate Income Tax Temporary relief of covenant Very hard to achieve at reasonable costs and conditions Selling assets Other than small divestments and receivables no significant assets on our balance sheet Equity issue Expensive Very hard to get on “standby” basis Permanent solution for temporary problem Subordinated (convertible) debt

Receivables solution Things to consider What made it easier and harder for Randstad? Off balance under IFRS

Things to consider (I) Do you want to inform the clients? At time of selling When overdue for a certain amount of time Do you want the money to be paid into your bank accounts? Pledge of accounts Percentage risk coverage 100% makes it very straightforward (also for IFRS) but also more expensive Higher percentage increases available amount

Things to consider (II) Dilution Disputes, discounts etc Right versus obligation to sell (once in active phase) How do you control counterparty limits/eligable debtors? Especialy when a credit insurer is involved/needed Termination clauses

What made it easier for Randstad? Single country and single currency strategy Belgium has friendly legislation on this subject NL, GE, and UK also Diversified portfolio with very limited concentration risk Standardized procedure Use of shared service center Selling entity has very strong balance sheet Commingling risk Dilution risk Solid banking partners with long relations Trust factor

What made it harder for Randstad? Commitment for longer period Right to sell / obligation to buy Standby mode Pricing for extremely unsure situation Preference for dealing with only one counterparty Selling including VAT Especially with credit-insurers

Off balance under IFRS Transfer of significantly all risks and rewards Credit risk Late payment risk Claw backs Objective formulas Company has right to terminate Dilution Changes in IFRS are expected Control based vs risk/rewards based?

Questions Please feel free to ask BUT Please respect that have agreed with our banks that we will not discuss pricing levels Please respect that we are not at liberty to disclose all elements of the agreement

Lessons learned Allow sufficient time Especially when off balance is desired Involve internal and external parties early in the process Accounting, legal, tax, (local) operations, credit mgt dept, auditors, legal advisors Selling receivables (off balance) is not just a variation of borrowing with collateral Make sure that when a word or definition is used everybody understands the same thing Be aware that it is very hard to cater for all situations and exceptions in the contract