Branding Building Blocks Capital structure Copy & Paste Model Corporate social responsibility Dividend policy Gross margin differentials Historic performance Debt Facility Deregulation EBITA development HR Solutions Industry perspective Inhouse services Legislation

Lily pad model Managing through the cycle Mission Operating working capital Penetration rates Productivity Recruitment Revenue split Risk management Specialties Strategy Shareholder base Staff turnover Strategic growth drivers Unit steering model

Debt facility

Already before the acquisition of Vedior was announced we had the financing in place. To ensure proper financing, our offer for Vedior was made partly in shares and debt financing of the cash component was arranged through a five-year syndicated loan facility, which has a maximum capacity of € 2.7 billion. We thus consciously avoided the risk of having to refinance short-term bridge financing as well as having to issue equity in a secondary public offer. The net debt position per year-end 2008 is € 1,641 million, compared to € 144 million in 2007. The loan documentation allows us a net debt of maximum 3.5 x the EBITDA of the last four quarters. The internal goal of achieving a maximum of 2.0 x EBITDA within twelve months from the closure of the deal was achieved by the end of Q3 2008. To limit the risk of covenant breach we use our managing through the cycle approach (see pages 19 and 20 of the 2008 annual report). In order to be well-prepared for the event of very severe market circumstances, and to know what steps to take to protect our financial position should such an event arise, we have also tested scenarios in which the covenant could be at risk.

We finance against floating interest rates since in an economic downturn, when our earnings may be under pressure, interest rates will normally tend downwards. Floating interest rates are considered a natural hedge against the development in operational results. In 2008, interest levels indeed followed this pattern with a sharp decline in the rates towards the end of the year. In addition, as we believe that floating rates are on average lower than fixed rates, we expect to save cost in the long run by financing against them. As a consequence of this policy, our debt covenants do not include an interest cover ratio. For tax planning and cash management purposes, Randstad maintained sufficient cash positions (€ 800 million) with various banks at year end 2008. The risks associated with the cash balances are regularly and carefully analyzed by the Group treasury department, ensuring that positions can be adjusted quickly.

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