share plans.

executive board share plan

To enhance alignment with the value creation objectives of shareholders, conditional performance shares are granted to the members of the Executive Board on an annual basis.

65% of the conditional grant is dependent on Total Shareholder Return (TSR) and 35% on non-financial Key Performance Indicators (KPIs). Performance shares can become unconditional (i.e., may vest) depending on Randstad's TSR performance compared to the international performance peer group, measured over a three-year period starting from January 1 of the year in which they are granted. TSR reflects the return received by a shareholder and captures both the change in the company's share price and the value of dividend income, assuming dividends are reinvested in the company. TSR is considered to be an appropriate measure, as it objectively measures the company's financial performance and assesses its long-term value creation as compared to other companies in the sector. Non-financial KPIs are derived from Randstad’s strategic business plans and integrated reporting framework. These KPIs are also measured over the same three-year period as for TSR.

Performance shares are granted in the open period following the publication of the company’s fourth quarter financial results in February.

The number of shares will be calculated based on the fair value of the Randstad share as at January 1. If a member of the Executive Board resigns before the vesting date, conditional grants of performance shares will in principle lapse or, for example in the case of retirement due to reaching pensionable age, will vest pro rata related to the performance period in service. The company offers no financing arrangements at grant or exercise of the options. Performance shares need to be retained for at least two years after vesting, except to the extent necessary to settle any related tax liabilities.

senior management share plan

Conditional performance shares are also annually granted to a limited group of senior management on terms and conditions that are identical to those of the Executive Board.

Share purchase plan corporate employees

Under the share purchase plan, participating corporate employees may purchase Randstad shares from a separate foundation, Stichting Randstad Optiefonds, twice a year. The maximum amount to be spent within the plan is set annually at 5% of the participant’s fixed annual salary. If employees hold on to the purchased shares for a period of six months (on condition that they are still employed by the company), they receive a number of bonus shares equal to a fixed percentage of the number of shares purchased.