shareholder base.

Due to our large geographical presence we have a wide spread of shareholders over the globe. We have a relative high presence in Dutch based shareholders due to our Dutch roots. Our founder, Frits Goldschmeding, is the largest holder, followed by NN Group. Under the Disclosure of Major Holdings in Listed Companies Act, shareholders are obliged to give notice of interests exceeding certain thresholds to the Netherlands Authority for the Financial Markets (AFM).

ordinary shares

The issued share capital of Randstad N.V. currently consists of approximately 184.0 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’). The holders of approximately 95.8% of ordinary shares have been able to make unrestricted use of their voting rights at the Annual General Meeting of Shareholders. The other 4.2% 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.Randstad Beheer, the private shareholding company of Frits Goldschmeding - founder and leading shareholder, is the sole board member of Stichting Administratiekantoor Randstad Optiefonds.

preference shares

The foundation of Stichting Administratiekantoor Preferente Aandelen Randstad 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, Claartje Bulten and Annelies van der Pauw. 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.

Randstad N.V. 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.