EUR 1000.00 For Business Accounts Only

Randstad – AGM 18 June 2020

electronic meeting only. Consequently, it will not be possible to attend the AGM in
person.
In general, Randstad is in compliance with the Dutch regulations relating to the
organisation and procedures of the Annual General Meeting.
Under ITEM 4a approval is sought for the Company's remuneration policy. The maximum
variable compensation, corresponding to 350% of annual base salary (100% ST and
250% LT), is in excess of ECGS' guidelines. Accordingly, ECGS recommends to vote
OPPOSE.
Under ITEM 6a it is proposed to newly appoint Ms. Hélène Auriol Potier as Member of
the supervisory board. Based on the available information, Ms. Auriol Potier would
qualify as independent board member in accordance with provision 2.1.8 of the Dutch
Corporate Governance Code. On the other hand, ECGS has concerns over her
aggregate time commitments. Ms. Auriol Potier is already serving as Executive Vice
President International of Orange Business Services (executive position) and non-
executive director of Safran SA (listed). Taking her (proposed) appointment at Randstad
NV (listed) into consideration, the number of mandates held would exceed ECGS¶
guidelines. In view of concerns over aggregate time commitments, ECGS recommends
to vote OPPOSE.
Under ITEM 7b authorisation is sought to repurchase own shares. Although the authority
requested would meet its guidelines, ECGS considers that it is currently not the right
moment to proceed to a new share buyback programme in view of the recent events
relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Finally, under ITEM 7c, authority is sought for a capital reduction by cancellation of part
of its holding of treasury shares. In ECGS¶view, a reduction of share capital by
cancellation of shares is a technical issue that does not negatively impact shareholder
interests. As a matter of principle, ECGS will only oppose share cancellations which
significantly deplete cash flow provided that a company is not able to pay a dividend.
However, whereas ECGS acknowledges that the company is currently well capitalised, it
considers that it should wait until next year to cancel its repurchased shares. In case
there is a further deterioration of the market, Randstad could decide to re-issue the
treasury shares to strengthen its capital base. Therefore, ECGS recommends to
OPPOSE.