The issued share capital of Randstad Holding nv currently consists of approximately 169.6 million ordinary shares and 25.2 million Type-B preferred financing shares. The ordinary shares have equal voting rights (‘1 share, 1 vote’). As per December 31, 2009, the holders of approximately 95.4% of ordinary shares have been able to make unrestricted use of their voting rights at the Annual General Meeting of Shareholders. The other 4.6% of ordinary shares has been converted into depository receipts. A foundation, Stichting Administratiekantoor Randstad Optiefonds, holds those shares to which the attached voting rights are vested. The depository receipts issued by Stichting Administratiekantoor Randstad Optiefonds are fully exchangeable into ordinary shares, and are held by Stichting Randstad Optiefonds and by employees who have obtained depository receipts by exercising options. Frits Goldschmeding, the company’s founder, is the sole board member of Stichting Administratie¬kantoor Randstad Optiefonds.

The foundation Stichting Administratiekantoor Preferente Aandelen Randstad Holding holds Type-B preferred financing shares. The voting rights attached to these shares are vested in this foundation. The board comprises Bas Kortmann, Bram Anbeek van der Meijden and Ton Risseeuw. The board members are fully independent of both the company’s management and other shareholders. The foundation’s Articles of Association were compiled in accordance with Annex X, Euronext Amsterdam Rule Book, Book II. Depository receipts issued by the foundation are held by ING Groep N.V., ASR N.V. and Randstad Beheer bv. Effective August 4, 2008, the number of voting rights on the Type-B preferred financing shares, has been aligned with the historical capital contribution. The total number of votes on these shares has been reduced from 25.2 million to 3.6 million. Following an amendment to the Articles of Association in 2008, the preferred shares are classified as equity.

Randstad Holding nv may issue Type-A preferred shares to a legal entity charged with safeguarding the company’s interests and preventing influences that may threaten its continuity, independence or identity. To date no such shares have been issued. Resolutions for such issue would require the cooperation of the Annual General Meeting of Shareholders.