Randstad : announces the filing of its voluntary cash tender offer on Ausy

26 October 2016

• Filing of a voluntary cash tender offer to the shareholders of Ausy at € 55.00 per share and € 63.25 (plus accrued interests) per ORNANE (offer prices remain unchanged from the 20 June 2016 announcement)
• Offer premium of 27.6% on the last closing price and of 26.9% to the volume-weighted average share price of Ausy's shares on Euronext Paris during the last twelve months prior to announcement
• Shareholders of Ausy representing 37.9% of the share capital have already committed to tender their securities to the offer
• The Board of Directors of Ausy unanimously supports the offer project

Following the obtaining of the required regulatory clearances, Randstad France ('Randstad'), a wholly owned subsidiary of Randstad Holding nv ('Randstad Holding'), has today filed with the French Autorité des marchés financiers ('AMF') its voluntary cash tender offer (the 'Offer') targeting Ausy's shares and convertible bonds ('ORNANE').

As announced on 20 June 2016, Randstad will offer € 55.00 in cash per Ausy share. The Offer will also target the outstanding Ausy ORNANE at € 63.25 (plus accrued interests) per ORNANE. As a reminder, the Offer represents for the shareholders of Ausy a premium of:

• 27.6% on the last closing price prior to announcement
• 20% to the volume-weighted average share price of Ausy's shares on Euronext Paris during the last six months prior to announcement; and
• 26.9% to the volume-weighted average share price of Ausy's shares on Euronext Paris during the last twelve months prior to announcement.

The Offer will be subject to a minimum acceptance rate of 65% in voting rights in Ausy on a fully diluted basis. Should the legal and regulatory conditions be met, the Offer would be followed by a squeeze-out of the above-mentioned equity securities at the same prices.

The main shareholders VNFF, Jean-Marie Magnet, Philippe Morsillo, Fabrice Dupont, Gérald Fillon, Georges Pelte and HISAM who are acting in concert towards Ausy and represent in aggregate 37.9% of the share capital in Ausy, have already irrevocably committed to tender their securities to the Offer.

On 20 June 2016, the Board of Directors of Ausy unanimously welcomed the Offer project and has in accordance with the AMF general regulation appointed FINEXSI as independent expert for the purpose of preparing a report on the financial terms of the Offer.

The opening of the Offer is subject to Ausy's works council consultation, the filing with the AMF of Ausy's offer documents and the approval of the Offer by the AMF. The Offer is therefore expected to open in December 2016 and to close in the first quarter of 2017.

The French language draft information note (projet de note d'information) filed with the AMF is notably available on Randstad France'swebsite (www.grouperandstad.fr/finance).

Randstad France and Randstad Holding nv in brief
Randstad France is a French simplified and limited liability company (société par actions simplifiée) incorporated under the lawsof France, with a share capital of € 137,696,000, having its registered office at 276 avenue du Président Wilson 93200 Saint-Denis, and whose sole identification number is 350 988 051 R.C.S. Bobigny.

Randstad Holding nv is a company incorporated under the laws of the Netherlands, with a share capital of € 25,834,958.70, having its registered office at Amsterdam, and whose sole identification number is 33216172.

Randstad specializes in solutions in the field of flexible work and human resources services. Our services range from regular temporary staffing and permanent placements to inhouse, professionals, search & selection, and HR Solutions. The Randstad Group is one of the leading HR services providers in the world, with top-three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland, the UK, and the United States as well as major positions in Australia and Japan. In 2015, Randstad had approximately 29,750 corporate employees and around 4,473 branches and inhouse locations in 39 countries around the world. Randstad generated revenue of € 19.2 billion in 2015. Randstad was founded in 1960 and is headquartered in Diemen, the Netherlands. Randstad Holding nv is listed on the NYSE Euronext Amsterdam, where options for stocks in Randstad are also traded. For more information seewww.randstad.com.

Ausy in brief
AUSY (ISIN code: FR0000072621, mnemonic code: OSI) is one of France's leading Advanced Technology Consultancies. Its offering is based on two areas of specialization: Information System's management and organization, as well as Engineering Services and Industrial Systems. The company holds the 'Tech 40' label awarded to emblematic high-tech companies listed on Euronext markets. On 29 December 2015, AUSY shares were admitted to the Long-Only Deferred Settlement Service. As of 29 January 2016, AUSY is listed on compartment B of Euronext Paris. See the company website for more information: www.ausy.com.

This press release was submitted for publication on 26 October 2016 at 4.40pm CET.

Disclaimer
This press release contains certain statements and information that constitute forward-looking statements. All statements (other than statements of historical fact) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based on current expectations and projections made by Randstad's and/or Ausy's management in light of their respective experience and perception of historical trends, current economic and industry conditions.

These forward-looking statements related to future events are not guarantees of future performance and are subject to inherent risks and uncertainties.

Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including changes in general economic, financial and market conditions and other changes in business conditions, changes in regulations and institutional framework.

This press release does not constitute and cannot be construed as an offer or invitation to purchase any securities of Ausy by Randstad. These statements do not represent investment advice neither a solicitation for the purchase or sale of financial instruments as contemplated by the laws in any country or state.

For more information, please contact: Machteld Merens/Arun Rambocus, telephone: +31 (0)20 569 56 23