voting rights

The issued share capital of Randstad Holding nv currently consists of approximately 180.1 million ordinary shares, 25.2 million Type-B and 50.1 million Type-C preferred financing shares. The ordinary shares have equal voting rights (‘1 share, 1 vote’). As per December 31, 2012, the holders of approximately 95.5% of ordinary shares have been able to make unrestricted use of their voting rights at the Annual General Meeting of Shareholders. The other 4.5% 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 of Stichting Administratiekantoor Preferente Aandelen Randstad Holding holds Type-B and Type-C preferred financing shares. The voting rights attached to these shares which can be exercised at an Annual General Meeting of shareholders are aligned with the historical capital contribution and are vested in this foundation. The Type-C shares are split into two type of shares: C1 and C2. The board members of the foundation are fully independent of both the company's management and other shareholders. The board comprises of Bas Kortmann, Bram Anbeek van der Meijden and Ton Risseeuw. The foundation’s Articles of Association were compiled in accordance with Annex X, Euronext Amsterdam Rule Book, Book II. Following an amendment to the Articles of Association in 2008, the preferred shares are classified as equity. For an overview of the voting rights relating to ordinary shares and the Type-B and Type-C preferred financing shares, please see the table below.

type of sharenumber of outstandingnumber of voting rights during AGM
ordinary shares180,109,671180,109,671
preferred B shares25,200,0003,600,000
preferred C1 shares14,566,1331,000,000
preferred C2 shares35,564,2194,600,00

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.