Ausy : and Randstad to link-up

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Monday, June 20th 2016

Ausy and Randstad to link-up The Board of Directors of Ausy unanimously welcomes Randstad's friendly cash offer project Randstad France, a wholly owned subsidiary of Randstad Holding nv, the world's second-largest HR services provider, announces a project to file a voluntary cash tender offer to the shareholders of Ausy on a price basis of € 55 per share, € 63.25 (plus the accrued interest) per ORNANE and € 39.10 per BSAAR. The Board of Directors of Ausy unanimously welcomes this friendly cash offer project. The major shareholders acting in concert, Jean-Marie Magnet, Hisam, Georges Pelte and Ausy's management, collectively representing 40.3% of capital and 44% of the voting rights, made a commitment to tender their securities to the offer.

Following the voluntary cash offer project proposed by Randstad, the Board of

Directors of Ausy met this Monday, June 20th, 2016 in an extraordinary session and announced they unanimously welcome this project.

Jean-Marie Magnet, founder and shareholder at 20.9%, through the VNFF

company he controls; Hisam, a holding gathering Siparex, BPI France and Ausy's management, which owns 16.8%, and Ausy's management and Georges Pelte owning directly 2.5%, made a commitment to tender their securities to the offer.

Randstad, the initiator, will offer to Ausy security holders a price of € 55.00 per share, € 63.25 (plus the accrued interest) per redeemable bond in cash and in new and existing shares (ORNANE) issued by Ausy and € 39.10 per BSAAR1 issued by Ausy.

The project offer represents a premium of 27,6% over the last closing price before the announcement of the offer project. It also represents a premium of respectively 20,0% and 26,9% to the volume-weighted average share price of Ausy's shares during the last six and twelve months prior to the announcement.

Ausy's expertise in consulting and engineering in advanced technologies constitutes an important development area for Randstad. Randstad will offer Ausy its expertise in the field of human resources services and major clients, financial strength, international dimension and state of the art know-how in recruitment.

The current management of Ausy will be a cornerstone in the future development of the company and more widely, in the development of Randstad on this specific market.

Philippe Morsillo, Ausy's CEO declared: "The management of Ausy welcomes this partnership with a world's leading provider in HR services. It offers Ausy the means we need to keep growing and developing."

François Beharel, member of the Board of Randstad Holding (France, Iberian Peninsula, Latin America, Belgium & Luxembourg) said: "We are excited to welcome Ausy in the Toscane Group. Their know-how in engineering and IT

1 It is being specified that the exercise period of the BSAAR will end on 20 October 2016

services is complementary with our activities in our various geographies. I am

convinced that these new activities will provide us growth opportunities. We will make all efforts needed to turn this operation into a success".

The offer will be subject to a minimum acceptance rate of 65,0% in voting rights in Ausy (on a fully diluted basis)

Among others things, the filling of the offer is submitted to regulatory approval from European and US merger control clearances and French public authorities regarding foreign investments control. The offer will be submitted and reviewed by the French AMF and Ausy's employee representative bodies will be consulted in accordance with applicable regulations.

The Board of Directors of Ausy has also nominated the cabinet FINEXSI as an independent expert to assess the financial terms of the proposed offer. The Board of Directors of Ausy will meet again later to share its opinion about the offer in accordance with the applicable regulations.

The offer period is expected to open during last quarter 2016.

Trading of Ausy shares, ORNANE and BSAAR is suspended today at 9:00 am and will resume trading on Tuesday, June 21st at 9:00 am.

Ausy has retained Paul Hastings as legal advisor, EuroLand Corporate and Rothschild & Cie as financial advisor.

About Ausy

Ausy is an international Consulting and Engineering firm in Advanced Technologies with a business model based on innovation and complementary services between its 2 core activities: Information Systems and complex Industrial Systems. In 2015, Ausy reached a turnover of €394.3million and employed more than 4,500 personnel at over 50 locations in Europe, the United States and Asia. Ausy is a key partner for large-scale project steering and a primary support for large international companies. The Group offers a comprehensive service package, which combines consultancy and expertise, from the production of applications and systems up to the outsourcing of activity on-and off-site.

Nominated for the ʻPrix de lʼAudace Créatriceʼ for the last two years, Ausy brings support to many innovative or humanitarian projects. Ausy operates in various activity sectors: health, telecommunications and media, aerospace, space industry, transportation, energy, defence, banking, insurance and finance, Governmental and European institutions.

For more information, see: www.Ausy.com

About Randstad

Randstad Group is the world's second-largest HR services provider and is specialized in all stages of working life. The Group has in-house locations in 39 countries and has generated revenues of € 19.2 billion in 2015, of which 15% were generated in France (approximately € 3 billion) where the group is present since 1973. France is one of the most important countries for the Group.

Randstad is a company incorporated under Dutch law, listed on Euronext Amsterdam and uncontrolled. The Group's major shareholder is its Dutch fonder.

With a national and local network of 740 staffing agencies and offices in France, Randstad is ranked among the leading human resources services providers with 3,500 employees. In 2015, 61,000 temporary workers in full time equivalents were delegated and 32,500 professionals recruited in permanent (CDI) and/or temporary (CDD) contracts.

For more information, see: http://www.Randstad.com.