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AGM 2018

Mar 27, 2018

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Hereby I open the meeting. Welcome.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Good afternoon. We appreciate your participation in this meeting. I'm pleased to welcome those listening to our meeting via the website. Let me start with some general announcements. We have interpretation into English present. You may obtain a headset at the entrance to the room, and our hostesses will have microphones if you would like to ask a question. We will record the proceedings digitally, and the convening notice for the agenda to the meeting and the corresponding documents were posted on the Randstad website from 13 February 2018 and have been provided. The convening notice lists that shareholders had the opportunity prior to this meeting to submit questions in writing to be addressed today. None have been received. The convening notice also indicated that shareholders unable to attend the meeting may issue voting instructions to an independent third party, i.e. the SJJ in Amsterdam.

At the table of the board, we have the five Executive Board members, Chris Heutink, François Béharel, Linda Galipeau, Robert Jan van de Kraats, and Jacques van den Broek, and the Supervisory Board, Jaap Winter, Frank Dorjee, Giovanna Kampouri Monnas, Henri Giscard d'Estaing, and Rudy Provoost. Barbara Baarsma is unable to attend because she is presently abroad. We also have present Bas Savert and Peter Bommel of Deloitte Accountants B.V. Please rise so that people can see who you are. Okay. I guess we'll see him in a moment. At agenda item 2D, the adoption of the financial statements for 2017, you will have the opportunity to ask Bas Savert questions about the statement to the financial statements. He will provide a brief description about the annual audit and the auditor's statement moderated by our Audit Committee Chairman.

If you are a regular at this shareholders' meeting, looking around the room, I see quite a few familiar, loyal faces, then you are aware that our founder and shareholder, Frits Goldschmeding, is generally present. Unfortunately, he is unable to be present because of an illness but sends his best regards. Registration for the meeting will close at 3:15 P.M. After that, the attendance sheet will be compiled, and the secretary will announce how many individuals entitled to vote are present and how many votes may be cast. I designate Jelle Miedema as secretary to the meeting. The draft minutes to this meeting will be available within three months and will be posted on the website. For three months, you will have the opportunity to reply to the draft minutes. Subsequently, the minutes will be adopted by the secretary and myself.

At the registration desk, copies were available of the minutes from last year's meetings. This year, we will be using voting handsets to vote as well. If they do not work, we will vote by a show of hands, and the votes opposed and abstentions will be recorded. Upon entering the room, you will have found a voting handset, and you received your voting card upon registering. The instructions about voting will be delivered by Jelle Miedema at the first voting item on the agenda. We will now cover agenda item 2, the report on 2017. At this agenda item, we will discuss at 2A, the report from the Executive Board and the report from the Supervisory Board regarding 2017. At 2B, the highlights of corporate governance structure and compliance with the Corporate Governance Code in 2017.

At 2C, our accounting for implementing the remuneration policy for 2017, and at 2D the proposal to adopt the financial statements for 2017. At 2D, the explanation of the policy on reserves and dividends. 2E is the explanation of the policy on reserves and dividends. 2F is a new agenda item, the proposal to determine the special dividend for the financial year 2017. First, I'll give the floor to Jacques van den Broek, who will deliver a presentation about the general course of events for 2017. Subsequently, we'll hear from Robert Jan van de Kraats about the financial course of events and the other items stated. Jacques and Robert Jan's presentations are obviously in Dutch. The sheets that you'll see projected on the screen are in English because they will proceed simultaneously with a presentation on our English website, which

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

is viewed mainly by foreign shareholders and other interested parties in this meeting. Good afternoon, everybody. This is our annual report. I see some of you have it. It looks great, doesn't it? This is our new style and our new promise, Human Forward. We take people forward, customers, candidates, and people within Randstad. Sometimes I say that the style is so lovely that even if the figures leave something to be desired, it still looks great. Luckily, that's not the case today. I look forward to walking you through the course of events last year. Of course, we are never entirely satisfied, but we did have an okay year. Now, let's see. Yes, the slides are in English. A promise in English. What is our purpose? Our purpose is to support people and organizations in realizing their true potential.

As you probably know, having people and having good people, as well as having a job and remaining employable throughout your life is quite a challenge. We support them. We've always done that. What's nice about growing and growing large is that you can do this increasingly often. We're doing this in a changing, digitalizing world. I'd like to start with a video. I like the video very much. I hope you will too. Second, it discloses Randstad's global view and how Randstad aims to position itself worldwide and the role we envisage for ourselves in this world. At Randstad, we believe that true contact is not through algorithm and data alone. It also takes empathy, intuition, and instinct. That's why we merge the strength of technology and your interest and drive as an HR professional.

That way, we bring the best of both worlds together and put together a personal experience that enables you to ask the right questions and to look beyond a CV or a vacancy and to understand the heart and soul of the organization. That's how we help our customers and candidates move ahead. We call this moving Human Forward. Progress that helps each of us achieve our true potential because a job determines who you are at your work. Randstad. Human Forward. Okay. We know where we stand and what we're doing, and I'll tell you in more detail about what types of things we're doing and how we're changing as a company. We've decided to change the company to prepare it for the next 10 or 20 years while we're thriving. We are thriving, but we're still changing. You see that we're thriving.

Robert Jan will zoom in on the figures. I won't provide them in detail here, but there's some segments to be proud of. At the bottom right, you see that the year is off to a good start, driven by Europe. You see in Europe, there's 10% growth, of which 6% in 2016. We experienced growth for a long time in North America, but that's not what it was. The U.S. economy is doing well, but that's not really expressed in demand for people. The rest of world is becoming increasingly important. If you think of countries such as Japan, Australia, India, smaller countries such as Singapore and Hong Kong, that's approaching EUR 2 billion in revenues. That's adding up and will certainly be significant in the next 10 or 15 years. 8% growth at the highest growth we've posted since 2011.

We're extremely proud of this slide. When we had our markets day in November in London, we presented it twice. Once I did, and once Robert Jan did. Some slides are worth presenting twice. What's happened, the blue line is us, and because we're among us, the peer one and peer two are Adecco and Manpower, but I didn't say that. One of those three was growing faster because in the Netherlands or France, the market was accelerating, and we would dominate or Adecco would dominate. This is the result of Randstad growing faster than Adecco and Manpower in nearly every market where we operate, and in nearly every market, we're growing faster than the market as well. We're very proud of that. Why is that? You'll hear me say a lot about technology, but that's not the reason we're growing in all markets.

You see three markets at the right. In France, this clearly results in part from technology. Our French business at present is, in my view, the best at supporting our

Our consultants to do their work. We see that in recruitment and selection, in particular in France, where we were growing over 35% for three years. That's impressive. I'll explain what we mean by that support later on. Italy, on the other hand, is very traditional. In Italy, we have a very strong Randstad culture. We started with zero staff in 1998, and now we have 48 in staffing. We're not done doing a lot with the heart, we're doing more with technology, and Inhouse Services is also very successful in Italy. Finally, Spain. Iberia. Just imagine EUR 1.5 billion revenue in Italy and EUR 1 billion revenue in Spain. You've got dozens of percentages of growth in Italy and Spain. In Spain, we do have technological support. It's basically positioned between France and Italy. That's a review of three important markets for us.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

This provides more detail. You can see North America, which had low growth in 2016 as well. Belgium has really accelerated from 2% to 11%. We've got about a 26% market share. We're outperforming the market. It's a wonderful achievement. I spoke about France already. In the Netherlands, our growth is a bit lower. We're focusing far more on profitability there. We are the market leader, and we don't take on every business. If a customer wants to do business at a margin that doesn't interest us, we won't take on that customer. We're big, and we have the technological support, so if we can't make anything that way, nobody else can either. You see that we want to continue growing. The profitability is a deliberate choice in the Netherlands, and you see this list with Germany, Iberia, Spain, Portugal. Italy is the world champion.

That's including EUR 400 million in new business development. That's a bizarre success. It's nice to be impressed with your own people. Poland, Switzerland are other important countries, and the U.K. is also in other European countries nowadays. You've got Brexit, but we consider the U.K. to be part of Europe at Randstad. I spoke about rest of world. Then there's global businesses. That's mainly our Sourceright. That helps customers globally to find temps as well as to find permanent staff. That's a rapidly growing area. This is basically the sum of our global businesses. In the past, we were always local, but we're increasingly going international because our customers expect that from us. Then you see, and this is very important. At the left, we have a lovely geographic breakdown. You can see that the Netherlands accounts for 14% of our revenue.

I'm still speaking Dutch with you, and I'm happy to do so, but the Netherlands is less important. If Randstad Netherlands sneezed 10 years ago, then all of Randstad would have a cold, but that's not really the case as much as it was anymore. North America is our biggest country. Eventually, Germany will certainly catch up with the Netherlands, given the difference in population, 80 million versus 17 million. That's logical. Italy is also rising as the third economy in Europe. We still remain a staffing agency, and we're proud of that. Things are also changing. Profitability is less distributed. You see that the Netherlands is more profitable than its share of revenue accounts for. We're doing good business there. Belgium remains a very important country. In Shanghai, for example, they have 16 million.

In Belgium, they have 10 million inhabitants, we've got a revenue of EUR 1.5 billion there. In 10 or 15 years, we'll still be there, so the other countries have time to catch up. This is a difficult one to cover exhaustively because there's an awful lot of text here. I showed you this one last year and the year before. I apologize, Linda. We're working on all of these. This is today. How did we do today? That's what we're sharing with you. ABFS, Activity Based Field Steering. How do we steer the company every day? We focus on our people and help them run their business every day. What are we doing about the organization? How are we building it? In the Netherlands, much of the revenue is no longer brought in from the branches. That's an organizational change to be accommodated.

Total Talent Architecture is TTA. Businesses such as Inhouse, 18% growth, MSP, where we cover all the inflow and temporary customer staff for one customer. That's also growing very quickly. I mentioned digital world, which is a world where it's difficult to organize your human resources department and market, where it's difficult to find the right people. We see that big customers often outsource to us. If they're international customers, they have little choice. They can use us or a different party, well, okay, there are only two or three others that can do what we do, I think that's why we're growing so quickly. Tech. We have René Steenvoorden for our Chief Digital Officer among us, he runs several things, including the Digital Factory.

Which is a group that ensures that what we invent in technological innovation will be rolled out all over Randstad globally. We're celebrating the first anniversary. How many nationalities? About 20 nationalities work there, all very young people. You may remember the statement, digitalization kills the hierarchy, that's René's team. Sometimes I pretend I'm in charge, but actually René's team is in charge. Make no mistake, we didn't acquire as much last year. We acquired more. We have AUSY. It's a very impressive company that outsources IT and engineering work, it designs for automotive builders, airplane builders. Automotive, aviation, highly technological sectors, they supply engineers. They don't supply the engineers, they supply the service. The customer says, "Please take care of this for me." That's a fine business. We believe in it.

We already had it in America, but now we can do this in Europe, too. BMC is a Dutch company, they deliver mainly professionals for government jobs. They're very impressive people, they do things such as merging municipalities, they support teamwork between social services. They provide IT services, they work together with Yacht. That's outperforming the market growth rate, too. We have some new goals for the coming year. This is the outcome that you see over here. Nearly 9% growth for the year. A stable margin. We could have made more, but we deliberately invested in digitalization. We're changing the company while we're thriving. That's a choice we made. We're not focusing we weren't taught by Frits to do that. We don't focus on short-term growth. We're growing for growth, we're investing for the long haul, but we've become more productive.

What else do we want? We always want to grow faster than the market. That's the evidence that we're better than the competition, we want to make somewhere between 5%-6% there. Optimize EVA is what Robert Jan will be explaining to you. Yes, I just heard that Robert Jan would explain that. We'll also talk about the dividend and a strong focus on shareholder returns. That made De Telegraaf newspaper, too, and I'll get back to you on this one, too. This is a lovely one. This is what 2017 and 2018 look like. We've got the consensus growth. What do the financial markets expect from us? 4.5% growth. We're growing faster than that. As you know, it's difficult to predict our sector. Let's use the 4.5% as our operating hypothesis.

We aim to outperform market growth, we want to focus more on business and professionals in recruitment and hiring, and more SMEs. We want to focus on more smaller companies. When the economy thrives and there's a bigger demand for SMEs, we accommodate that. Of course, pricing. It's becoming increasingly difficult to find good people, so our prices will increase. Top-line growth, business mix, invest in digital, manage costs. We aim to move from 4.6% results toward the 5%-6%. That depends largely on the growth we achieve, but we expect to grow more and earn more. We'll continue investing in digital, we do see faster growth, as I mentioned, we're going to start saving for 2019. That's the financial outlook for the year in a nutshell. Back to digital. What type of company are we?

This is the top row. Look at this. I call this our digital property. We have 355 million profiles in our database. 355 million people. That's not much less than LinkedIn. This is the second largest data source in the world. We have 1.5 million jobs available, nearly a quarter of a million customers that we serve, we have 104 million people that register. I'm not saying that all of them become profiles, but we have 104 million people viewing our websites and looking at jobs, and we have some at Randstad or at Monster who enter their profile. That huge bulk of data is growing every year. That's the good news. The bad news is that we cannot view that data in all cases. The data is in a country or in a company, and it's not always coded the same way.

René and his people are trying to turn this into a big data lake. On the job market, this means that people are no longer looking for jobs. Jobs need to look for people. The jobs that we have to assign will be placed in the big data lake, looking for people who want change. At a certain point, you have to approach people the right way. That's what we're trying to instrumentalize technology for, this is the second largest data pool. The largest is LinkedIn, but LinkedIn doesn't have Our consultants for job placement. LinkedIn won't help customers connect. That's why our strategy is called Tech & Touch. Basically, we're taking that human moment, as you saw in the video, the touch moment, we're redefining it. How will this affect our consultants? This is the near future.

We've realized part of this already in France. Our consultants see every morning which companies are looking for jobs and people, and we do this with a technology database. We keep guiding people to the consultants, not necessarily looking for work, but willing to talk with one of our consultants. Our ambition is to surround our consultants with the best possible help they can find, so that they have wonderful jobs and can establish more connections. I spoke with eight consultants who had worked for 100 days in The Hague for us. After 100 days, I asked them, "What do you like best?" Well, a bit of back and forth. They say, "Finding that match. Candidate's happy, customer's happy, everybody happy." I asked, "How often do you do this?" "Three times a week." They work 40 hours and they'll achieve three of those matches.

I said, "It would be lovely if we could support you in such a way that you were able to make six matches, because you are with the customer at the right moment, and at the same time, there's a conversation with a candidate who wants the job." That's the strategy. It's simple and it's attractive. That's the lower row. This row is our physical property, 39 countries. We're up above 38,000 consultants talking to customers every day in over 4,500 branches. Nobody can match that. If LinkedIn wants that, they would have to buy up Manpower. Adecco and Manpower can't bring about that top row. We're achieving a unique position. It's going to take a lot of hard work. It's Tech & Touch. Data and people. That's what we're working on. We're innovating a lot. We've got external innovations.

We acquire companies that add something such as Monster and AUSY. We have global companies. We have local innovations. We have our innovation fund. We have this instrument to make all initiatives large. That's the Digital Factory, and we keep on growing. Despite the remodeling, our shop remains open and we're outselling our competitors. I think that's a wonderful combination of our own people. I'm very proud of it, but it isn't easy. Innovating is a different style. We're experimenting and we're building a type of pilot. This is a minimum viable product. MVP, minimum viable product, and let's see if we can expand that. We've got this number of pilots and tests and this number of mature assets. You need to think big, start small, and scale fast. You want to change the world, but you have to try something first.

If it works, you're going to scale it up. It's never perfect. Our people who wait to approach customers when the product is perfect, we tell them, "Don't do that." Just go to the customer, say, "I've got something new. Do you want to try it?" Because we have to innovate with our customers. If it's not right yet, we'll improve it together. You can see that bicycle, they start with a skateboard and it turns into an excellent car. We're not going to wait for three years until we've got that excellent car, because speed matters, too. If it's right, then finance shows up and says, "Well, how big can this be? How big should it be? And how are we going to track it?" This is innovation in general, especially at Randstad. Okay. Well, that's all very well and good.

You have a digital world, you also have a human world. Now I'm going to talk about who we are at Randstad. We're innovating, we're investing in technology, we're also at the forefront of society. We've got 38,000 people. Everything is happening. People leave, new people come. It's a real world with real people, and sometimes there are conflicts. Luckily, we don't have any. Robert Jan indicated that there were no big problems, you have to work on that. This is an important aspect of our business. As we grow, as issues surface about technology and privacy, we need to accommodate that through compliance or governance. As you know, Frits was a great visionary. That takes us back to those values because, of course, all of those values are pre-digital. They're from the late '70s.

They're still excellent, they give our people purpose. In a recent conversation, somebody asked me, "How many branches do you have globally?" Let's say 4,500. I said, "How do you know that the branches are open?" I said, "Well, I don't really know for certain." I was asked, do I check? No, I don't check, because I assume that our people, driven by those values, see it as their own company, and they'll show up at that branch every morning. I assume that. I'm not naive. I can tell by the results that they really do. Then to know, to serve, and to trust, that's incredibly important in a world that is becoming increasingly driven by technology, we see in North America that candidates find this very impersonal.

They want to be recognized because although everybody has an incredible number of Facebook friends, we've never been so lonely. If for a moment you're not lonely, there's nothing to laugh about. That's no joke. People are looking for human connection. They're looking for jobs. Jobs are incredibly important. It's not like a holiday cottage. It's not purchasing a book online. You'll change jobs only three or four times in your entire life, and you want to be able to talk about it. If you're a company with excellent candidates, you also want to be able to share that. The technological component is important, the human aspect is even more important. What we want to add to society in our pursuit of perfection is the simultaneous promotion of interests is for our millennials, our consultants, they really value that.

They really want to matter in society. What does that mean for us? Of course, the tone at the top. I speak to my consultants a lot the way I'm talking to you. We're very visible at the branches, we talk a lot with our people, with society, and with our customers. Well, as for transparency, we've never published such a weighty annual report. I showed Henry our annual report from 1987. It was one quarter. First because of some legislation regulations, also because we want to share with you where we stand. We won't be winning an award this year because after two wins, we can't win a third time, after that, we'll win the award again. We're very proud of this transparency. We have nothing to hide. Of course, we have open communication, integrity, and good governance.

We care immensely about those in our daily work as the board. At the end of the day, we want to play a role in the society where we've been present since 1960. We see all this. We notice every day how important this is. What's odd is that on the one hand, there's low unemployment, on the other hand, there are people left behind. There's a demand for labor, that doesn't always correspond with what people can do. We train 25,000 people, two-thirds of them in skills such as teachers, forklift drivers, nurses, and one-third we trained for their social skills. Showing up on time, teamwork, listening to your supervisor. I never managed to do that, but it's crucial.

In the society that we're celebrating now, we accommodate this, we instrumentalize it, that's why we're so happy that we're large, because we can make a difference. We have over 100 projects in the urban belt, trying to help people with a distance from the job market, the disabled, immigrants. This is completely separate from the normal revenue that we're showing you. Every year, on average, every week, 700,000 people put to work. We triple this, over 2 million people with a job. We think that we can increase our impact, which was why we formulated the following. Our ultimate goal, in 2030, we will touch the work lives of 500 people worldwide. That can be all kinds of things.

Don't buy your shares based on this statement, I think that we provide about 4 to 5 million direct jobs, a lot more people can use our information and website and our training, there will be far more projects for underprivileged groups. This really works with our own staff, the United Nations also formulated some Sustainable Development Goals, some of them, including society, decent work. We support those. Quite honestly, I'm not doing it for the profits. I'm in this company for this. I think a lot of people get up in the morning and open those branches and are proud of this. That's why we keep trying to grow. That was my retrospective of 2017 and forward to 2030. Thank you very much.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

Good afternoon, ladies and gentlemen. I will get out of bed in the morning for every stakeholder. You've probably read in the Het Financieele Dagblad that I'm not referring only to shareholder values here, to stakeholders. To the company doing things in a balanced way, that intends to improve things for everyone. Let's have a look at the results of the last year. Look at the pressure points we've experienced, how we're going about improving things. I'd like to stand still first with respect to the dividend policy, payment in 2018, a couple of questions that have been submitted by a number of shareholder groups. Let's have a look first at economic value added. Long-term value creation, that's what we're looking at here. In the yellow box, you'll have a look at the ROIC, 16.7%, better than 2016.

We strive to achieve a return on sales above 5%-6%. If you strive for more, you are not necessarily more efficient. If you look at this is the economic value added which we wish to realize. That is the circle. You see two sides of the coin. We need more return, we need results. On the other hand, we need to be very careful with our invested capital. This picture aims to show you that we are actually thinking of all factors. If you look at the results, you will see the sales growth that has to be organic and via M&As. Jacques usually has a picture that goes along with this. We need a line here, a curve that shows us that we remain above the competitors. We do not wish to stay the same as the market.

In all countries, we wish to over and outperform. It is not always the case in all countries. It depends on the policies, the respective ones, but the general aim is to be better. That is what our M&A practice amounts to. We will talk about that in a minute. We can also look at pricing. Jacques talked about it very briefly. It is always a challenge. It is certainly not at the level that we wish it to be in the Netherlands, France, Italy.

There has been some pressure. In other countries, it is going okay. The permanent placements, the permanent jobs that we can place our people in, that is 10%, more or less, of our gross profit. A very important part of our business and growing well. Looking at OpEx, the cost basis, the whole system that we are keeping afloat here together, it costs money. We want to grow in gross margin.

We want to stick between 40%-50% of that gross margin and keep it, retain it, at the end of the year. All additions to that growth, that is what we wish to retain to the 40%-50% from. That is the efficiency and the productivity improvement we are looking to achieve. Our fiscal regime looking better at 20%, effectively around 26%. That is a very sound and understandable level. What we are working hard on is the invested capital, the part below what I just discussed. Working capital, DSO and cash management, CapEx. Those are the investments we do. I am going to show you a bit more in the cash flow statement in a minute, and you will see goodwill. That pertains to M&A. This is a specific point I want to tackle, too. Cash net debt as well as dividend will be discussed broadly.

This is the general overview. Let us take a look at our income statement. Jacques just showed you EUR 20.7 billion. That is the picture we show in our digital presentations. The revenue of 2017 is at EUR 23.2 billion, almost EUR 3 billion with a nice growth organic of 8%. You can see gross margin at 20.2% because of the acquisition of Monster. In 2001, we had EUR 100 million for the full year. That is what we do in a good month this year. These numbers are quite convincing. Which then amount to 4.6% EBITDA, which may be a bit disappointing, flat. Last year, we were able to show off on a continuous rise here, but this is the same. A number of other investments play a role here, digitization, et cetera, and pressure on the P&L, which has to lead to a better result in next year.

You can only do that with the incremental conversion of the extra gross profit, the 40%-50% that we want to retain at the bottom line, as I just said. We hope to achieve a higher EBITDA number. Integration costs and one-offs, that refers to the mergers and acquisitions, Monster, mainly. We have amortization and impairment. The bookkeeping or accounting rules, quite random. EUR 134 million here. Net finance costs increased from EUR 5 to EUR 21. That is merger and acquisitions. I talked about the taxes already, let me continue. Let's look at the analysis. What do we do with respect to the segments we have? We have the staffing, organic growth shown here of 6%. In-house growth in revenue of 18%, partially because of transfers from the staffing. As soon as our customer grows, he then wishes to maintain that staffing level and maybe increase it.

We get specific services we have to offer that allows us to increase our productivity at low prices. That is a different mix we see in various countries. You'll find that in the numbers later on. Professionals, academics, 4% growth. Global businesses, 11%, even with respect to the global businesses we have, we lead, and that has to do with the investment in Monster as well. Let's look at the gross margin. The bridge here, 19%-20.2% illustrated. A bit of pressure on the margin in some countries, specifically on the price. Here you see the effect of Monster at 20.2% of the gross margin remains to cover costs and to make a profit. These are the operating expenses or costs I've been talking about. An increase by 5% to more than EUR 3.5 billion in 2017. Not too many increases here.

The only larger one is due to the M&As. In the other areas, you don't see a lot of increase. Jac mentioned that at the start of his presentation, growth comes from Europe, and that has to deal with the investments we make in organic growth. Let me now talk about the balance sheet, a net debt at EUR 1 billion. You see the 16.7% return that we manage on invested capital. I need your help, I said earlier on. DSO, it takes 53 days on average to get an invoice paid at Randstad. Used to be 51, partially due to acquisitions, partially to growth. If you grow more in South Europe than in the North, this number will rise. It is also due to the fact that you are shareholders in several other companies who pay later and later, and that impedes our results here.

You'll have to do something about that. I'm not sure whether you saw a bank when you came into the door here. We're not a bank. In some form or fashion, a DSO points to the fact that we actually are. In Europe, there seems to be an average of 60 days. There's some kind of struggle to even increase that. We're not going to join that road downwards. We're going to try to keep it lower. EBITDA is our fault. Is all our doing. It looks very nice. It gives us some space to maneuver. Change in OWC, the free cash flow further down the line here. We've invested, though our debtors don't pay as quickly as we pay our candidates and placements. We pay them on a weekly basis, and that difference has to be financed somewhere. Taxes paid, et cetera.

You'll have to do something about that. I'm not sure whether you saw a bank when you came into the door here. We're not a bank. In some form or fashion, a DSO points to the fact that we actually are. In Europe, there seems to be an average of 60 days. There's some kind of struggle to even increase that. We're not going to join that road downwards. We're going to try to keep it lower. EBITDA is our fault. Is all our doing. It looks very nice. It gives us some space to maneuver. Change in OWC, the free cash flow further down the line here. We've invested, though our debtors don't pay as quickly as we pay our candidates and placements. We pay them on a weekly basis, and that difference has to be financed somewhere. Taxes paid, et cetera.

I think this line is quite interesting, too. This refers to our investments in sustainable assets. They're more or less at the same level, but we do have to consider that Monster is in here as well. We see some synergies. Not only Randstad is investing, but Monster too, and that is why this remains at the same level. Other items at Randstad, with respect to the subsidies in France, we will have to pre-finance that for 3 years. We earn it in revenue, but we don't get it yet. We have to wait for the government to pay that out. Last year, we've got the 1st payment from the French government. They pay after 3 years, and that's what you find in this number, which means we still have some money to come in 2017 and 2018 for the previous years.

Question about the 53 days, where do I see those? You see those in the operational capital and the financing of that. The French government holds its fist tightly on paying out this post. If you can help us there, too, we would really appreciate it. This is the overview that illustrates cash flow, and I've included another slide. I'm going to look at dividends with you now and at the substantiation of that dividend. Cash flow is quite steady. You probably remember when we bought Vedior, that we took part of that cash to acquire Vedior. We were able to maintain a quite stable development during the course of the crisis, too. Even though revenues broke down by about 30%. Cash flow, we have the French CICE, that's the French subsidy. We've indicated that separately.

Something has to be going on if the cash flow is flat and the share price goes up and down. I can tell you that the cash flow is okay. This is our basis throughout the cycle to see whether we can use our balance for takeovers or acquisitions. What happened with the very recent ones? The 1st one was in Norway, and the 1st 3 columns indicate why we bought this company. The 1st aim was to become top 3 in the local staffing market and also to strengthen our professionals business. Where are we now? We are right on track, EUR 400 million in revenue. That is because we bought the Italian company, Obiettivo Lavoro, with excellent activities in the staffing segment. The front office was maintained, as is the back office, was supported by Randstad, and things are working out really well.

The people there feel great in the Randstad system. It used to be a shrinking company, but it is now contributing to growth by 25% in Italy. We have Careo in Japan, a bit smaller in the staffing and professional segment. Still growth towards 20%. Monster, extremely important. Digital strategy investment here. It's on track. We've worked very hard on it. At the Capital Markets Day in November, we talked a lot about it. This was a lot of work and effort. Important aspects we need in our strategy too. BMC, the penultimate one. This was a takeover in the Netherlands for local government authorities, EUR 100 million revenue, all professionals working out really well. Finally, AUSY, our takeover in France with branches in Belgium, Germany, and the U.S. in the technical segment, engineers and acceleration to be able to grow harder here in Europe.

This acquisition is on track as well. That's the state of affairs. What is the outlook? In our strategic update, we talked about it. We look at the three columns again, to the left, digital. Do we need to acquire there? We believe that that's going to work through the internal organic developments through Digital Factory mentioned by Jacques already. What we're doing with Monster and the global rollout. We expect not to be needing too much capital there to be able to achieve what we want to. Professionals. We've taken quite a number of steps here in the Netherlands, as I just mentioned, also AUSY, France, with their presence throughout Europe. We're going to roll that out. It's going to be organic to a high degree with a bit of enhancement via M&A, small to mid-size, as you see here. Staffing. We scan the world.

We don't have to be present in all countries. We decided to be able to serve our customers well. Not all markets are interesting. We miss a bit of presence in Japan, U.K., and Australia. U.K., Australia, though, not that interesting yet. Japan, yes. You can buy something there, it's a fragmented market. It won't be really huge. This is no priority. We want to remain in the middle of this sheet for 2018. Focus, creating value from what we already have. Organic growth, return on invested capital is what we're looking for there. We don't see Randstad tackling a huge transaction anytime soon as we did that in the past. A more limited M&A for 2018. That is the case, then the balance is actually underused, and we thought about that when we looked at the results. We did some adjustments to dividend policy.

This means we're going to focus on what we already had, 40%-50% of the adjusted result will be paid out via a cash dividend, and we're going to introduce a floor dividend of EUR 1.62. Throughout the cycle, the dividend should not fall below that limit. There are some conditions, though. We have to set if there's a huge economic upheaval larger than what we've experienced in the past, we'll have to look into that. There are any other strategic developments that we cannot foresee right now, because if we could have foreseen them, we would have told you about them. We cannot foresee them and they do take place, we're going to talk about that too. Furthermore, in the banking landscape, any other complicated issues arise, we're going to reconsider too. Those are the conditions.

Our goal is dividend 40%-50% payout and that floor dividend of EUR 1.62. On top of that, we are able to maintain a balance sheet with a low debt position, lower with respect to EBITDA, then we believe that we can take that difference and use it for an additional dividend. We're going to take into account what the pipeline for acquisitions is like if we just invested in December, but the closure is at the beginning of the new year, we're going to take that into account too. We can choose for either a special cash dividend, which is on the agenda today, or share buybacks. Our situation there is not problematic. We believe we can stick with a special cash dividend instead. That translates into what is on the right-hand side of this slide.

For 2017, we wish to issue a regular cash dividend of EUR 2.07 per share based on 50% payout. The leverage ratio is at 0.9. 1 is the guidance. We would like to propose to return EUR 126 million additional cash to the shareholders. We wish to do that in the third quarter of the year because our cash flow is under a bit of pressure at the beginning of the year because of payment of holiday money to our staff. This special cash dividend is to amount to EUR 0.69 per share this year. This is something we're quite proud of. Looking at the dividend development from 1990 onward, this is not because we want to pay out all of that money, but because our company is doing so well. This is the timeline of our actions.

You can see that all of this payment is to be made on 5 April. We can't be very much quicker, so we preempted, I believe, one of your first questions. Let me tackle a couple of specific questions submitted by shareholder groups. I'm going to look into a couple, a number will be discussed in a little bit by the accountant. Sustainability, a couple of points I'd like to mention here. With respect to sustainable development goals of the UN, extremely important for us is goal 8, promoting sustained, inclusive, and sustainable economic growth so that everyone can be productive, can participate. This is integrated into our strategy. We've adapted quite a lot so that we can include it in our reporting framework much better. All of this has been looked at.

We've also been thinking long and hard about the living wage concept. Our industry is regulated by the ILO. Minimum income is not what we're looking at because we're not at that low level. We believe that it's necessary not only to have a policy, but also to implement it and to ensure that it is implemented. We're not errorless, but we do wish to reduce the number of mistakes by including this into our key control framework and paying close attention to the application of rules and regulations on a local basis. Finally, human rights, they are key for Randstad, and we are going to continue the update of our assessments in 2018. This finishes up my contribution. Thank you. Ladies and gentlemen, thank you very much.

I think it was important for Jacques to indeed reference Frits Goldschmeding and the core values of the company, more than 35 years old. At the same time, Robert Jan referred to the profits in 2001 because that was the first year during which he was CFO, and this is the 17th time he is presenting. We haven't heard any emotions yet, but the fact that your wife, Judith, is present here too, shows that this is a very special meeting for you here today. Ladies and gentlemen, this is the very last one that Robert Jan will be with us. If you have specific questions or if you wish to look back on those 17 years and you've forgotten a pertinent question, then please ask your questions now.

I'm going to tackle agenda item 2A, which is the report of the Executive Board and pages six to 122 of the annual report, as well as the report of the Supervisory Board. If you have any questions, who may I give the floor first? Let's start with a new tradition, Mr. Stevense, two questions per round, please. Please wait for the microphone, though. Okay, two questions and then we'll continue on to the next one.

Thank you, Mr. Chairman. I'm Mr. Stevense from the Stichting Rechtsbescherming Beleggers, so legal protection for investors. First, I'd like to propose that because Mr. Goldschmeding is ill, that he receive a bouquet of flowers on behalf of this meeting.

Thank you.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Well, we weighed and reviewed everything, we believe that the margin is evolving unfavorably. You acquired AUSY. That consists entirely of regular employees. I'd like you to tell me more about how you see the challenges ahead. You also mentioned technologies. We think of blockchain when you mention that.

Also, certain approaches in Q4 that seem to have been profitable. On the other hand, if you look at Google, they're very clever, and they buy up a few things, and the same held true for Monster. We assume that you'll be investing some money and that you'll reap all kinds of benefits. We're curious whether you'll get any fees out of all that effort. Those were our two questions for now. Thank you for your two questions, and I hope to get another turn later on. Jacques, can you handle OC and technology?

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

I didn't really understand your first question. You mentioned both OC, everybody being a regular employee, and the shortage of labor. What I was trying to say was the carryover of the staff costs of payroll, because that's evolving. And it's evolving in all directions. I think I can help you, Mr. Stevense. You also mentioned permanent staff, and of course, we know that we need to be flexible. But if we look at people that are permanent staff but cannot be invoiced, even in 2009, we tested that problem during the recession and it's not really so bad. But the fact that our payroll is rising, I showed that on operating expenses, they're rising because that's our investment in organic growth. We need people who know how to match the right people, and that's increasing so much that on balance, productivity is growing.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

It's not rising ahead of revenue growth. Those costs are rising less than revenue growth, that's responsible. When we enter the data in a spreadsheet, that's what we find. I guess I must be using a different spreadsheet. I don't know how a spreadsheet works, but if you achieve 9% revenue growth and 5% cost growth in payroll, then your profitability still rises. You know about technology. Yes, I do. You mentioned Google, but you could also mention Facebook or Amazon. The world is changing. That's clearly the case. We're trying to learn from that. We understood that we couldn't participate on our own merits. What does Google do? Google is a company, and their mission is to be able to help you find everything in the world. Yes, 70% of the people looking for a job checks Google.

You need to remain visible in that world, because if you're not on the first page of a Google search, you don't exist. You need to know how it works, you need to know how digital job search works. When we purchased Monster, we purchased part of the knowledge that accelerates our knowledge growth in that field. Second, as I explained in my presentation, we assume that fewer and fewer people will be looking for jobs. You need constant access to people. I didn't mention that in my story, but concerning what we want to do with the 355 million profiles is if you purchase something on Amazon, they never stop reaching out to you. If you've ever worked for us, we'll remain in touch with you throughout your active life.

At the same time, we have to make sure that people who are googling find that on search apps. Before we purchased Monster, we would take an arbitrary position and see how we'd score on Google. We were very low among the hits, so that was dangerous. That's why we purchased the knowledge from Monster and from Digital Factory to participate in Google and Facebook and Amazon and hold our own. That job search is not the entire process. The entire process is that we make a connection and have a physical encounter. Google, Facebook, and LinkedIn cannot make that happen. That's what's distinctive about us, but we'll have to invest, otherwise we'll lag behind. If Google helps you in your investment, then we would expect there to be fees in return. If Google is helping us, what are you asking me?

If Google is helping us. If you help Google through your investment. That's how we see it. Yes, not Google. We're wondering whether there are any fees associated with it. No, we don't think there are. Google is the elephant. Randstad is the mouse, it takes two to tango, it's difficult to have balanced teamwork with those large companies. They say, if you want to be visible, be our guest, make sure that you're in sync with our searching algorithm, we try to do it right. I can't explain this in two minutes, we're on track. In Jacques's presentation from recent years, there's a reason why our annual report is now called Tech & Touch. We're very consistent in our message. On the other hand, massive changes are in progress, that surfaced in his presentation as well.

André Jorna
Representative, VEB

We'll get back to you in a moment. Yes, you mentioned blockchain. Do you know the hype cycle in technology? blockchain is very high up in the hype cycle. It means that everyone is talking about it, the number of actual applications remains minimal. From our innovation fund, we do consider blockchain, if we think there's an interesting application on behalf of Randstad, we'll instrumentalize that, we'll certainly inform you. At present, we're still in the exploration stage. Thank you. Next. Thank you. I'm André Jorna. On behalf of the Association of Stockholders, I'd like to compliment both board members because I see quite a few board members, so zealous and inspired and familiar with the material. I rarely meet them.

They can really pull this off without a hitch if everything they say is true. Mr. Chairman, getting back to what you said about Google. I'm going to get to my point gradually. You see that many companies experience disruptive developments. If we look at BlackBerry, they didn't know that a touch screen would mean the end of BlackBerry. Look at the electric self-driving car. What will remain of petrol stations? Will we need a driver's license? Will we even need to learn to drive? If you look at the model of a staffing agency such as Randstad, there's an awful lot of interest in that technology. What if we look 10 years down the road? What about staffing and the lower-level professionals who continue to need support? The staffing won't disappear into the search engines and platforms where people find each other.

That's basically a fear on my part concerning disruptive elements. You may bring on board the perfect Supervisory Board member to answer this question. This question relates to being in control. You are assigning things to Amazon, or how are you going to ensure that you remain in control if you think about cybersecurity, hacking via Amazon, if you can't influence that anymore? That's just going to happen to you. Where do you stand? I've got several fascinating questions. If I can ask those later on, I'd be delighted to. Thank you very much for the compliment. I'll take the first question. I'm still in sales, too. If you don't blink, that's very effective, but we believe in what we're doing, and we don't have all the answers.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Sometimes I tell my people, "We can sit back and do nothing, or we can continue what we're doing." I think that continuing as we are doing now is less risky than doing nothing at all. You might say that we're a platform, and we've been working on this for four years. That's the main reason why we launched that innovation fund. We wanted to know which business models would provide a sound opportunity through technology to disintermediate us. We expect most of the freelance crowd platforms that customers can post a job on, and somebody does that. For example, somebody in the U.S. wants to have a website built by somebody in Belarus, and they've never met. There's no working relationship. We analyzed 2,000 startups, one-third in Europe, two-thirds in America, and we took a seat on the board.

We entered a venture and started with two acquisitions, RiseSmart, a digital ad placer, and one of those crowd platforms, the largest freelance platform in Europe called twago. We discovered a few things. We've got some freelancers on that platform. You see that those 2,500 startups are not growing. For example, Upwork is a crowd platform that does grow. That's a merge of two companies, and that's always a good sign. It grows when they add people who visit customers and say, "What are you looking for? I'm going to look for the best freelancer on the platform for you." That's not a digital model. We're doing a few things. As I already mentioned, in our existing business, 38,000 of us talk with those customers day after day.

We are adding technology because what we see, as I mentioned, work is such an emotional and multiform entity that it cannot yet be captured. Part of it can be captured, but not all of it in artificial intelligence. That's important. Technology can't quite handle that yet. There's a video on our website about the biggest computer in the world. If you take a look at lines of code, then the main technological invention, yes, that's Google. We spoke about that, 2.2 billion lines of code. There's one more invention that comprises more lines of code, and there are about 80 in this room, and we call them people. That's 3 billion lines of code.

What's even more important is that there are things, Google will confirm this because we do a lot of that empathy, improvisational ability, not only thinking in how you're coded. In recognizing patterns, people will be superior for quite a while, we're looking for the ideal combination of Tech & Touch. Any business that varies, that's what we're doing. At the same time, we're building models that are fully online. We already have them. If you're a company, you can select your own temporary staff. If you're a candidate, you can select your own job. That's not selling like hotcakes. They're growing, we're building a company that will enable our customers and candidates to do business in any way desired.

I predict that certainly in the next five years, we're an asset-light company, we don't have to look a decade down the road. In the next five years, quite a few people will be having a coffee at our branches, including customers who say, "Please go ahead and do it for us." That's fair to say, online may grow faster. We're one of the early boards there. We're building that company from a certain insecurity. The only thing we know for certain is that we do have to change. Mr. Jorna, the second answer is also from somebody who's in sales, this is at your risk if we're talking about the operations Japan. In control is an important and interesting question.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

The start is the decentral IT platforms, our present progression to Amazon Web Services is that through data consulting services, we'll take this into the cloud, that will bring us into a more professional environment than we can ensure. On top of that, we have certain requirements based on our key controls that apply for us internally, we set the same requirements to data consulting services and indirectly to Amazon as well. That should signify a substantial upgrade. Are we up to influencing them very quickly?

That's another good question. At the same time, they can afford far fewer mistakes than others. I think as Randstad, we've significantly upgraded our in control position in that segment.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Thank you. Mike, to the next.

Robert Vreeken
Public Affairs and Investor Relations, We Connect You

Good afternoon. I'm Robert Vreeken from We Connect You Public Affairs and Investor Relations.

I spoke with Mr. Van den Broek recently, he had magnificent news about sustainability because what he did not share with you is that the Formula One cars' sponsoring from Randstad was exchanged from the [BMW cars] for the consultants in Amsterdam.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

That's excellent for sustainability. As for long-term investments, Mr. Goldschmeding is not present here, for all shareholders and stakeholders, it would be wonderful if you acquired the royal predicate. That would be a true cash cow. Koninklijke Randstad, a wonderful gift next year. It's too bad that Mr. Van der Kraats won't be here to experience that, it's food for thought. Mr. Van der Kraats will be leaving us. He spent 17 years here. I've experienced him for three or four years at these meetings, I have a personal token of appreciation for him.

He is from Tech & Touch, and I have the crown jewel of sustainability for him, his very own personal solar panel, his very own personal light, and his very own personal mobile recharger, the WakaWaka, conceived by Maurits Groen, our leader in sustainability. And what's really nice is that Mr. Kraats will wind up in a big hole, and millions of people need a WakaWaka all over the world. And with his track record, I'm sure he can make that work very quickly. I'll leave it at that.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Thank you very much. Microphone here in front.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

I guess I'll stay on my feet. Good afternoon, everybody. I'm Mirella Bedeschi. I'm representing the Association of Investors for Sustainable Development, the VBDO. Our mission is to make the capital markets more sustainable. That's why I'd like to raise a few issues that appeared on the slides presented by Robert Jan Kraats.

Mirella Bedeschi
Representative, VBDO

I have a few issues concerning living wage, and I'd also like to talk with you about the sustainable development goals, SDGs, that the United Nations coordinated 11 years ago. There were 17 of them intended to protect quality of life on this planet. We're all working to achieve that. Before I speak about that, I'd like to pay you a compliment because from our perspective in reviewing your annual report, maybe you're not getting an award this year. Compared with previous years, we think that you assumed leadership far more clearly in sustainability this year, as well as in many other respects. You did, I'd almost say, cash in on your leadership in the market with lots of certifications, nominations, and awards, sailing in those rankings. I'm sure you deserve them.

In your own stories about the international lobby, you show what you do in shaping the world the way you describe it in terms of developing the industry. They're wonderful words, but we see that sustainable growth throughout, and we're truly delighted. We also see based on all the examples from practice that you're progressive in elaborating them and that you consider both the interests of customers, investors, and your candidates. Now, my two quid. You have not assumed leadership. That's living wage. We think that's truly a shame because that's a very important point. We think that you're hiding behind the mandate of risk-averting behavior that many others adopt, saying, "Yes, but we're complying with applicable legislation." That's true, you are. If you talk about legislation, that means that, in this case, paying minimum wage.

Minimum wage is not the same as a living wage. Take India, for example. I know it's only a small share of your labor market, at least the labor market where you operate, but the minimum wage won't entitle you to have a decent way of life in India. It's about this message. In India, the minimum wage is only one-quarter of a living wage. It's inadequate to cover food, housing, healthcare, and all kinds of other employee costs and the people who depend on those workers too. Why don't you assume your responsibility here and report on that? You referred to the key control framework, and you also mentioned the human rights impact assessment, but you're not transparent, and we think that's truly a shame.

In recent years, I asked about it a few times. Each time I indicated that in practice, you're providing the good example, for example, by paying far better in Eastern Europe, especially in Poland, but that you also encounter all kinds of obstacles concerning risks and that you're also operating in the higher segment. Of course, that's true, but the message still remains. Could you explain your views a bit more on that? My next question is far more concise and much less exciting. That concerns the SDGs, the Sustainable Development Goals that you were researching last year. You selected four, and you're zealously supporting those four SDGs. What we'd like to hear is, how did you select those four, and what's your focus there, and what are the specific points that you aim for? What are your targets there, your goals?

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Could you elaborate on that, please? Thank you. I'll take the India comment because that's my portfolio. The answer is short. In India, we are not operating at the bottom of the job market in our entire strategy in growth targets, what you would call academically educated, higher education. We would be delighted to figure in other parts of the job market in India, but that is not profitable yet for us, so it's going to take a while. If we want to reposition ourselves on the market in India, that will certainly enter the picture, but we're not quite there yet. We focus mainly on things that we can influence, where we can make a difference. You're right to mention India. We agree on that. In Germany, there are many people who work for EUR 5 an hour. Those are short-term jobs.

What's odd is that the German government, to deal with that problem, has applied all kinds of regulations in our branch. We're not part of the industry there, we pay EUR 8.50. Until recently, Germany didn't even have a minimum wage. We're market leaders. I visited them in Berlin a few times. I said, "Look, we're the solution. We're not the problem." There are a lot of people in Germany who work for considerably below a living wage, we do a lot about that. Another thing is the gig economy. Many companies say, if you ask them what they do as an employer, they'd say everybody's a freelancer. It doesn't really matter. They take care of everything. Well, we can do a lot there. There are over 1 million freelancers in the Netherlands. Most of them do not have disability insurance.

They don't have pension coverage. If things go pear-shaped, they're also below the living wage. We worry about that, we also worry about the living wage there. The aspects of the gig economy make us think, as mentioned before, that we're a solution for that flexibilizing job market. We do identify priorities where we have a lobby where nobody knows us. Nobody knows us in India. I can't find a counterpart, but I can find a counterpart in [Inter-market] or in any European country, in the U.S., in Japan, lots of things in terms of the availability of people. We pick our battles there. Concerning if we're talking about affecting 500 million people in their active life, that target is a few months old. We'll associate targets with that and goals.

The nice thing about sustainability, I was discussing it recently at a conference. If you have a footprint and accelerate your growth, then you use more of the resources on the planet. If we grow faster, we can help more people. That corresponds with our objectives as a company. We'll certainly make those 500 million more specific. I'd like to add one comment here. It was my privilege to travel to India with Robert Jan three years back. Robert Jan is responsible for India and has explained that we're in a different segment of that market where that's not an issue. I remember two things from that visit. First, there are only 58 million real jobs in the official labor market for a country of 3.2-

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

Billion

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

billion, that's about as many as in Germany. Almost all jobs are in the informal network without any control. Then about Randstad. Randstad was organizing there. We went there together. There were 300 HR directors at that conference. The conference was convened by Randstad. One of the themes was safety at the workplace, especially for women workers. Even though we're not in the segments that you're rightly concerned about, Randstad does a lot more than exclusively focusing on the business where we operate. Who else would like the floor?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

We're still in the first round of questions. I apologize. We didn't answer your second question. The SDGs, which is in line with my previous answer. We choose those that we believe we can contribute to in a relevant fashion from our core values. Those are the ones we picked out. They're close to those core competencies, not necessarily to our business. That's what our selection was based on. Yes, indeed. They're coming. They're moving forward. I'll see you again next year. Please go ahead. My name is Spanjer. I have a list of questions, so I'll come back in the following rounds as well. Let me first deal with page six at this round, the message by the CEO.

Speaker 20

In the first column, third paragraph, you write that the acquisitions done in 2016 are on track, but I could not find in that page what your definition is of being on track. I'd like to have that specified. That's my first question. My second question, only pertaining to page six, I have more questions about other pages later on. Looking at the second column, second paragraph, line two, three, and four, you talk about the touching of others gives us a clear competitive edge. What's your definition of competitive edge? Definitions are left out, left, right, and center. What is your example of percentages? Check, you wrote all of this yourself, didn't you? I thought this bit was quite well drafted, and I indeed enjoyed looking at my picture too. Your questions are excellent. Remark off mic, ladies and gentlemen.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

To date, there was no competitive edge. We're a service provider. What we do is human output. We have a good brand. It looks great. Our people are well trained. They're great people in our branches. In the end, barriers to entry are low. Everyone can imitate that. Now with digital, 355 million profiles, that will give us the edge. If we are competing with a smaller company, they won't be able to approach customers. They only have a LinkedIn license. That doesn't set you off. No one's going to react on vacancies described because they're not looking for work. We have those 355 million profiles. We're going to search in that network. We're going to see whether there's anyone out there who wants to work with our customer. Also, we'll talk to that customer. He's looking for profile A.

We're going to tell him on the basis of our data, whether that is feasible or does he have to adapt his profile. We can also help him with the employees he already has via our database, that's the combination. It's a person that deals with the customer. We believe that that, for the first time in the 30 years I'm with this company, we believe that is an advantage that is difficult to follow up on. We're extremely happy about that. I can't indicate any percentage. It has to do with the extra step we wish to go with the quickness in which all this works together. If we have LinkedIn and Manpower merging tomorrow, we'll have another player like that. We still have a certain market share. We're going to be quicker. You're going to be there next year.

I can tell you how quick that. Robert Jan is going to tackle that one.

Operator

Remarks off mic. Interpreter apologizes.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

Answer. Well, I tackled the mergers and acquisitions in my presentation. Those are going to help us achieve our goals. We have an ambition there, and we've discussed that with you. We want to be EVA positive within three years after those acquisitions. We want to achieve a return that is higher than the cost of the additional capital we needed to actually pay for that acquisition. Which means the cost of capital between 8%-9%. Our ambition, including synergies, et cetera, is to get to break even within three years. I've shown you in the list that some of them are on track and that there are three that are even quicker, that are going to achieve that quicker than three years, and we're quite happy about that result. Any further questions for this first round, ladies and gentlemen?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Because you've indicated that you have more questions, please make your questions, keep them brief so we can keep the answers brief, and we can vote afterwards. Same sequence, Mr. Stevense first.

Constant Stevense
Representative, Stichting Rechtsbescherming Beleggers

Thank you, Chair. My name is Stevense. I'm from the Foundation for the Protection of Shareholders. Let's look at EBITDA. 4.6%. Now we're wondering. You wrote that in 2018 you want to achieve 5%-6%. We think that is very quick, and in your presentation you're explaining, well, this is going to take longer. I'd like to have some more information about that. Locations of the branches or offices. You want to have more offices in industrial areas at lower square foot prices, but with good accessibility of public transport. I think everyone would want to have that.

Our question is: how do you think you're going to manage to make that pay less and have good access to public transport? Because you don't have that many bus stops in industrial areas. Those were our two questions for this part. But if your questions are so brief, you have two additional ones?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Yes, I do. We could cluster your questions. Please add them. Well, you write somewhere that the demand for staffing grows stronger than the industry, but only in the technical sector. We thought that was a bit surprising, because there's quite a high demand for technically qualified people. Another remark you make with respect to France, where you explain that subsidies for startups will end at a certain point in time, and all your competitors have already dealt with that.

At some point in the future, those subsidies will stop, and everyone wants to maintain their share of the market. How is that going to work out? Wouldn't it be a better idea to let France lie and continue your efforts in Italy? Well, I think Mr. François Béharel is now wide awake. Can you tackle this question first? France, please, François. CICE.

François Béharel
Member of the Executive Board, Randstad

CICE. It's not news, because we know in France that the current system based on allowance will disappear normally next year. It will be replaced by another calculation based on the lower level of charges. In a way, it's good news for the French economy because, as you know, the system of allowance, you need three years to touch a first year. If we are waiting investment in the French economy, we need a lower system of CICE. Finally, we know how to manage that because, for big account, we already refunded the full CICE. Normally, the effect will be stable for us. We will have to renegotiate with customers, but with the biggest of them, it's already solved. We know how to manage that.

Normally, the level of tax will be probably higher than the current CICE, so we ought to see that. Finally, could be an opportunity at the end.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Thank you, François. 5%-6%. That's quite a high number. Robert Jan. Indeed, that was our target, but we didn't connect a year or date to it. That wasn't the correct conclusion. We said we're going to take a major step in that direction in 2018. 2017 was flat for the reason I've given you. In 2018, you will see that we're going to get closer to that target. All depends on how quickly we grow. If that growth continues, it is unavoidable that we will achieve that percentage. Jacques, two more questions about locations and technical staff.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Answer. I think that we wrote down, with respect to that demand, that we're growing quite strongly in the blue-collar range. That is good news for those people. You often hear that digitization makes jobs disappear. They disappear in the middle sector, in administrative areas. We grew very strongly.

The demand for technical personnel is also growing, and we're right on top of that. With respect to locations, the model of the locations is going to change. Your question is quite detailed. I don't have a list of public transport accessibility and industrial terrains. We don't have to be at the corner in a city center because a candidate may pass by and see us and become interested. We can indeed make appointments. We'll keep our locations in middle-sized cities, such as the Dutch city of Heerhugowaard. If you leave such middle-sized cities, you will lose out on the local network you've built with customers. That means we're going to retain quite a number of branch offices. In cities that are large, we're going to cluster the locations. In my day, we had 14-15 there. Now we have only one.

That is going to change. The fact that we are going to be on industrial terrains will not impact our revenues, just the rent is a bit lower. It is the function of the location that changes and the essence of our service provision that will change.

André Jorna
Representative, VEB

Thank you. Chair, my name is Jorna of VEB, the Association of Stockholders. I am not going to make huge comments and be more concise. Monster sold Asia Pacific in January for $10 million. You just indicated that in emerging markets, growth can go very quickly. What is the reason for that sale? Another point, within three years, capital costs will be offset or compensated. Is that true for OpCos as well? If not, please explain. North America, where organic growth is very low at 1%, and the results actually broke down quite strongly.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

If you look at the incremental ratio, which is practically zero. What is going on in the USA? Thank you. Chair, I would like to ask my questions about dividend policy and annual accounts in a minute. I think it is a good idea to pass the question about the USA on to Linda in a minute. I am going to tackle a question about Monster. Of course, we examined all parts of Monster, and we looked into the investments that we needed to make. They did not weigh up to the issues in Asia Pacific. Possibly, that was a timing issue. We looked into that too, and we thought that was too difficult. We thought we will concentrate, with respect to Monster, on the combination of where we are in larger countries and where we can have a stronger impact.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

Mainly the USA, Germany, France, the Netherlands, Belgium, U.K., where Monster has a good position. Italy, a bit less. That is the reason. Robert Jan, return on invested capital, EVA positive is the goal, and the exception should not mess with that rule. I explained our rules or guidance here. At the announcement of the acquisition of Monster, we said this is a deviating investment from the rule. It is a high strategic level investment. Three years EVA realization, that is a too high ambition, and we indicated that immediately at announcement date. Before Linda takes over on the U.S., you will have to see the value creation with respect to Monster in a different light. We tried to explain that. The ambition in some countries, the consultant of Randstad will have direct access to Monster's database.

André Jorna
Representative, VEB

As soon as those consultants get more matches, we create more value in Randstad. It is not an isolated part of the company. Value creation is much more than just the profit results and how that translates into ROIC. I understand the rationale there. I also understand that things can take a bit longer. Mr. Van der Kraats said that Monster in 2018 will be break even. On the basis of your knowledge now. That is an announcement we indeed made in November 2017, which means that in 2018, the first half of the year, we are going to have to take into account a small loss, which will have to be compensated in the second half so that revenue development goes upward. Linda, your turn.

Linda Galipeau
CEO, Randstad North America

I'll make a couple of comments. First of all, on the growth levels, we certainly share your lack of enthusiasm for the growth levels of the last two years. That being said, I don't know if you also follow our light competitors, Manpower, Adecco, Robert Half. Our growth levels far exceeded theirs. Actually, as of last year, we became the largest publicly traded staffing firm in the U.S. When you're evaluating growth levels, it's extremely important to look at the entire market context. In that context, we actually led in growth. Your comment about ICR is very accurate. That situation was fixed in the fourth quarter of 2017. Certainly, we anticipate the ICR for the U.S. going forward to be back to the levels that we enjoyed for many years, which was positive.

I believe that probably in 2015 and 2016, we may have slightly underinvested. Last year, despite a rather difficult growth environment, we decided to make some important investments to ensure that we were well positioned for the coming years. The U.S. right now, it's an odd landscape, is restrained by talent availability. We actually have far more orders than we can fill. We've been used to always having client demand drive revenue growth, and today it's very much the fight for talent, and it's very much talent availability. Monster plays heavily into that strategic rationale, that we need to be the leader in recruitment, not just in sales, which I think is the area where we've always led. We're making some key investments in that area to make sure that we restart the growth engine.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

Thank you.

Linda Galipeau
CEO, Randstad North America

You're welcome.

Speaker 20

Thank you, Chair. My name is Spanjer. I would like to refer to page 20. You are talking about EUR 500 million in your plan, but I think that is quite obsolete because everybody wants to be a freelancer today. You are a freelancer, too. You do not have a labor contract with Randstad. You are a freelancer without personnel. Those people want to see what they can contribute to economic growth. They can make contact with the customers. A freelancer is a flexible person in the labor market, and he wants to decide himself or herself when he wishes to work or not. Why do you not establish a platform for those people? I have not heard about how you wish to grow with those freelancers. Hundreds of thousands are out there since the past few years. Do you have more questions? No.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

Well, I can indeed confirm that I am a freelancer, and I'm very happy about it. I'm not employed by Jacques. Jacques, I have good news. I know the organization that manages the highest number of freelancers. I know that company very well, and you're a guest here today. We play an extremely important role. We, for example, place these freelancers as candidates via Yacht, and we get a very small revenue from that, a handling fee. We keep contact. We do the handover to customers. We're looking at thousands of those freelancers. A freelancer doesn't take care of everything himself. He has two concerns: where is my next assignment, and is everything dealt with well? The customer is also worried about that freelancer. He wants to deal with all rules and regulations in a good way as well, and we can help there.

Speaker 20

This is a part of our lobby. It has to deal with those SDGs. Again, we believe that the Dutch labor market will have to be reinvented, and things will have to be taken care for those freelancers. Young, optimistic people, if they're hit by a bus tomorrow, that's a huge problem. If there are no further questions. Oh, indeed, there are. Two questions with respect to cybercrime and electricity. We all notice that we have great Chinese firewalls to keep out hackers, but still, they manage to enter into our systems. Other companies, such as the banks ING, ABN AMRO, are experiencing huge difficulties there. Important in this respect is a contingency plan. If everything goes pear-shaped, which is possible, can we then still do our old-fashioned consultancy and staffing work? A second issue is electricity.

In many places, it takes an employee to break through a cable and the whole power grid falls down. Do you have solar panels or anything that will keep you independent, and your WakaWaka will function in any circumstances? Robert Jan.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

Well, we thought about all these contingency issues. You're right. It's just possible that these things happen once in a while. We have a unit that looks into these issues, that has set up rules. They are locally followed up on. We also execute tests to check whether this works well in cases of emergency. We have plans, and they have indeed proven their validity. Those plans go further than candles or solar panels.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Thank you. I would like to continue, says the Chair, with respect to agenda item 2B, the most important items in corporate governance structure and compliance with the governance code. There are no questions here. We will continue with 2C, account for application of the remuneration policy in 2017. You will find that information on our remuneration policy on pages 111-116 in the extensive version of our remuneration report for 2017, which is on our website. A proposal to an ad hoc amendment of the remuneration policy of the Executive Board in regard to the appointment of Henry Schirmer will be dealt with under agenda item 4D. Last year, my colleague Giovanna explained the new remuneration policy, which you then approved. Who wishes to ask a question with respect to these pages in the remuneration report, please. I was too quick, I believe.

Speaker 21

Let's get back to 2C. May I ask for the microphone up front here, please? Thank you. My name is Bruning. I'm a small shareholder from Rotterdam. I have a question. What is the relationship between the remuneration of the CEO and the average employee with Randstad? It's not on this page, it's somewhere else. It's a factor of 45, ladies and gentlemen, that's the CEO. If you look at it for the whole management club, Giovanna can explain.

Giovanna Kampouri Monnas
Member of the Supervisory Board, Randstad

Find how it works. That's good. Yes. On average, the CEO, if we take into account the fixed salary, the variable salary, and the long-term salary and all benefits, is around 50 times the average employee from the top 14 countries and from the holding together, which more or less accounts for Is that better? Yeah. It accounts for about 80% of all the employees. We've taken a survey of the top 14 countries and the holding, 50 times. The Executive Board, 38 times the average worker in Randstad. If you look at it compared to the AEX, we are below the mid-range of the AEX, which is 30-90 times.

In terms of comparative towards the rest of the company, we are in a lower range than even our remuneration policy that said that we should be between the median and the 75th%. We are roughly half of that when it comes to the comparison with our own employees.

Speaker 21

Thank you. I'm really happy to hear you're below the median, especially because this is a people's company.

Giovanna Kampouri Monnas
Member of the Supervisory Board, Randstad

Yeah.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Giovanna referenced page 116, ladies and gentlemen, for the exact figures. Who wishes to ask a question? What I would indeed enjoy is if Randstad were to go into a benchmarking exercise. It's very relevant to understand what Mr. Van den Broek earns in comparison to the relevant competitors at Manpower, et cetera. Because Randstad is increasingly international, I believe a factor of five to 10 of our Balkenendenorm standard is quite understandable. If he wishes to move forward in line with international competitors, it's important for shareholders to know so that we can be consulted. At ING, this went terribly wrong. It's important to understand whether Mr. Van den Broek is adequately remunerated in international comparison.

André Jorna
Representative, VEB

Chair, under the new code, and you know that Robert Jan is part of the remuneration committee, there's an established conversation about remuneration with the board of management and the supervisory board, taking into account peer groups where we compare CEOs, CFOs, et cetera. In the conversation with Jacques van den Broek, today's remuneration policy was established as being adequate. No further questions. We're going to continue with agenda item 2D, proposal to adopt the financial statements for the financial year 2017. You will find all statements on pages 123 to 188 of the annual report. Robert Jan van de Kraats gave explanations. Let me first hand over to the Chair of our Audit Committee, Frank Dorjee, to talk about the activities of the Audit Committee in 2017 and the cooperation with the external audit company. Then I'll hand over to Bas Savert on behalf of Deloitte.

Frank Dorjee
Member of the Supervisory Board, Randstad

Thank you, Mr. Chairman. As chairman of the audit committee, I can tell you that many topics were covered in the course of the year. Most audit committee meetings occurred prior to publishing the quarterly figures. Prior to each audit committee, I personally conducted preparatory meetings with the CFO, directors of the Group Control, and the Group Accounting, and the Group Business Risk and Audit. In the audit committee meetings, in addition to the CEO, CFO, and the external auditor, these directors were present as well. That meant that the audit committee meetings focused on financial reports as well as on quite a few other matters, both tax-related and legal issues, including financing and the World League Finance program to continue enhancing the financial position within the OpCos.

At these meetings, the audit plan of the external auditor and of the GBRA department or the audit department were also discussed and approved. In keeping with the Tech & Touch strategy discussed previously, extensive consideration was given to the capital allocation strategy, adjusting the dividend policy according to a conditional floor dividend with an additional cash returns if the net debt EBITDA is below one. There was special consideration for the operational implementation of the acquisitions in 2016 and early 2017, and including these acquisitions in the Randstad reporting system and new trends in IFRS were discussed within the audit committee, especially the new guideline that will be mandatory as of the 2019 financial year concerning how to report leasing liabilities. The new standards concerning financial instruments and revenue recognition do not have any material influence and will be implemented from 1 January 2018.

As usual, consideration was given to improving internal audit and the audit environment. Each quarter, the audit committee discusses not only the findings by the external auditor, but also the quarterly report by the Group Business Risk and Audit department in 2017. This GBRA division was enhanced through training and recruiting IT audit specialists. The management letter from the external audit was discussed. No material findings were observed. The findings mainly concerned detailed recommendations and areas for improvement observed by the local Deloitte audit teams. In connection with the new laws on data protection to be introduced in 2018, we devoted additional consideration to data protection and the rise of cybercrime. To this end, in 2017, a Group Data Protection Information Security Officer was hired, and globally, a Data Protection Program was implemented in the countries.

The tone at the top in the organizations, as mentioned by Jacques, and the core values and code of conduct, as well as the whistleblower arrangement, highlights the strategic repositioning of the firm ensures an open, clear, and robust dialogue between and within all layers of the organization, in which goals and core values are the guideline. The objective of Randstad is to improve internal control in the different country organizations each year to take them to a higher level. Each half year, the management of all local companies performs a risk register and conducts a control self-assessment. The GBRA division, in turn, independently verifies the quality of control in the different OpCos and compares the internal audit outcomes with the management self-assessments. These results are discussed every six months in the audit committee and in the executive board.

Ongoing digitalization of the earnings models and operating procedures are supported by focusing on IT control in the years ahead. In the recent period, IT general controls and data protection and information security have benefited from major programs. These programs, including a strong automation component, will lead to additional updates of the key control framework, also mentioned by Robert Jan. The key control framework reflects the measures of internal control concerning the main risks of the operating and financial operating processes. The Group Business Risk and Audit carefully monitors the effectiveness and quality of the internal control progress, and there were three specific aspects the Audit Committee considered at length in 2017. First, evaluation of goodwill, in part due to the annual goodwill impairment test, which, based on present insights and estimates, has not actually resulted in an impairment.

Second, valuation of the position of deferred taxes, which has been explained at length in the financial statements, mainly concerning the reduction of the tax pressure in the U.S., as well as the new arrangement in France. Finally, the fraud risks and a few fraud cases, which are fortunately entirely immaterial for Randstad. I'd like to say a bit about the fact that this will be the final general meeting of shareholders for our CFO, Mr. Robert van der Kraats, in his capacity as CFO. On behalf of the Audit Committee, we are very grateful to Robert Jan for his contribution in the past 17 years. I thought it was 18, but in fact, it's 17 years of his contribution in the ongoing growth of Randstad, especially in enhancing the financial role within Randstad.

I understand that our Chairman of the Supervisory Board will discuss his outgoing nature and significance for Randstad in more detail later in this meeting. Before I hand you over to our external auditor, I'd like to inform you that Mr. Peter van der Hoorn from Deloitte mentioned that he would be seeking a new challenge within Deloitte in the course of 2017. In close consultation with the Board of Deloitte and the Audit Committee, it was decided that Mr. Bas Savert would succeed him in auditing the 2017 financial statements. I'm going to hand you over to Mr. Savert, our Deloitte external auditor. I prepared one slide. I'm not sure whether it was possible to include that, but I can deliver my brief presentation even without the slide. Okay, here we have it. I am Bas Savert from Deloitte, and I'm in charge of the audit for 2017.

Bas Savert
Auditor, Deloitte Accountants B.V.

I'm going to say a bit about how we started the audit, and it starts with the scope. We primarily focused on the financial statements, but we certainly examined the Board Report and the other data included in the annual report. That's provided for by the Audit Standards. Control Standard 720 says that you examine not only the financial statements, but based on the Board Report, you check for consistency with the financial statements and whether they include the data required by law. The outcome of both our financial statement audit and the assessment of the report appear in our auditor's opinion, which you'll find from page 189 at the back of this annual report. Considering the process, there were multiple moments in the course of the year that we had contact.

It starts with a start, in which you determine the scope, materiality, and risk analysis, and that continues throughout the year. We did not do any official work for individual quarters, but we do keep track of the developments and trends, and together with the supervisory board, see whether there are any circumstances that lead to a different approach or a different risk analysis. It is an ongoing dialogue, for the last quarter, we then discussed the management letter and wrap up the process with the report that we discussed in February. Next is the signature that was placed on 12th February. If you examine the scope of the audit, the materiality was EUR 50 million. For the attentive reader who looked at last year's report, that is EUR 20 million more than it was last year.

That sounds like a substantial increase, but we said that because it was a new audit in the first two years, we take it one level deeper because the standard benchmark for these procedures is 5%-10% of earnings before taxes. EUR 50 million is 6%, we are still at the lower end of the range. I just wanted to explain that. If we look at the countries, we have a low level of materiality there. It never exceeds EUR 30 million. In many countries, there are statutory operations performed, and they are always carried out with a locally set materiality. Group-wide, most of the work was actually conducted according to a far lower materiality than that EUR 50 million figure.

As for cover, if you look at an audit such as that of Randstad, we are working on several countries. We look at the biggest countries, the 14 segments in our full scope. That means that a separate auditor statement is issued for those. They covered 89% of the revenues, the 14 divisions are very substantial for us. In the course of the year, we had repeated contact moments with the local teams and the local auditors abroad. In this year, we specifically addressed recently acquired divisions such as OC, Monster, and Proffice. We visited the countries where those organizations are based, such as the U.S., France, and Sweden. We were also in Belgium and Germany. In the U.S. at the large Randstad US office, we went to Italy as well.

We visited some teams in the course of the year. We spoke with the management and with the local team. As needed, we also examined the records. As for the highlights of the audit, those are the key audit matters included in the auditor's statement. We discussed the valuation of deferred taxes and goodwill. They always require quite a bit of attention because they are based on estimates. We want to understand how those estimates come about. We use specialists in some cases. The third key audit matter is that we consider the different revenue flows, because as a result of the acquisitions, more consideration is given for new forms of revenue, such as professionals, digital formats that require a different approach for us as auditors than the regular staffing and business revenue.

Together with our teams who are responsible, we examined how to address those and whether we thought that was sufficient. All of the duties were performed to our satisfaction and resulted in the statement that we issued. Briefly, that was what I wanted to explain. And if you have any questions, I'm here to answer them. Thank you, Bas Savert. And are there any additional questions about the financial statements or the auditor statements? I'm talking about pages 189 to 194. Mr. Stevense. Thank you, Mr. Chairman. Yes, it's the ongoing digitalization at Randstad. There are benefits, but there are also risks. Now, we've heard the Supervisory Board member who chairs the Audit Committee on that topic, but I didn't hear the auditor say very much about that. I didn't hear him describe his method of auditing or his recommendations on that topic. Bas.

You're talking about digitalization. That was your question. Well, what I just indicated, what we see with a firm such as Monster, to mention one example, is that both in nature and as an organization and based on its process and systems, Monster is entirely different from a traditional staffing business. We certainly consider that specifically for Monster, because this was the first year that it appeared entirely on our books. We checked with the local team how to evaluate those processes and whether if we look at the key controls for the staffing business, how do they match the specific revenue, because that country used to be listed on the U.S. Stock Exchange. So it had an extensive set of internal controls according to the U.S. rules, and its entire conversion towards Randstad was on our watch.

Wherever necessary, and where the divisions have specific features, we adapt our approach. It's primarily the responsibility of the local team, of course, and we're the auditor for the holding, but we want to make sure that everything went by the book. Does that answer your question? I hope so. Thank you. I'm Mr. Jorna from the VEB Association of Stockholders. Mr. Dorjee already said IFRS 16 concerns leasing, and you own a lot of premises. You don't own them, you lease them. So IFRS 16 is important. You've quantified that on Capital Markets Day. I think that means that your debts increased by EUR 35 million to EUR 40 million over your assets, your holdings. What will you do? Will that figure on your P&L statement? Will that impact the results?

André Jorna
Representative, VEB

And my other question is, in North America, you pay only EUR 2.7 million in taxes compared with EUR 26.7 million in the Netherlands. Is that because of the offsettable losses of Monster? How should we view this? And I'm not sure about what happened after the balance sheet date. What about Trump's tax plans, where we had to write off considerably on those deferred taxes? Will you pay substantially more taxes in the U.S., and how much more will you be paying? And in those taxes, we also see a lot of differences year on year. If I consider Belgium, that increased from EUR 3.2 million to EUR 27.9 million. And you explained that that's because taxes from previous years are all charged in a single year.

In accounting, you're supposed to be working with accruing items, and you're listing all the assets and liabilities from different years, and you're supposed to attribute them to the correct year. Why don't you do that? What was the last one? Is that the last question? I've got some questions for the auditor as well. In Belgium, and especially in France, you have a defined benefit pension system. The result was EUR 24.6 million in the recalculation. Was that positive or negative? I thought it was positive. Especially in France, you have an obligation to top up any deficit. Have you ensured that? Those are some fun questions about the financial statements. First, IFRS 16. On the Capital Markets Day, we did explain that the difference would be about EUR 600 million, and the difference will be booked to our assets.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

Because the P&L has changed, work on your investment with little upside for Randstad, it's too bad that contracts valued at five and EUR 10,000 now all have to figure on the balance sheet. We can't stop that. It's a huge expense for the company, and some of that will end up on the P&L. Ordinarily, it's recognized as operating expenses, and part of that is now being transferred to interest, which is a marginal impact on the P&L, almost negligible. You asked about the U.S. and the low EUR 2.6 million in taxes paid there. We use net operating losses, which are increased because we acquired Monster. That's a good observation. You asked about Trump's effect and the tax reduction in the U.S.

That's explained properly in our financial statements, which means that the value of the net operating losses declines, so the rate drops and has an impact of about EUR 60 million. On the other hand, in France, as François mentioned, we are transitioning to a CICE system of low-wage subsidies that are tax-free. That ends after 2018, and they're very likely to be converted to a discount on Social Security premiums. That's taxable. It means that the value of our net operating losses will increase in France. That's the flip side. There's a cost coming from the U.S., but it will benefit us because in the future, we'll be paying less in taxes. In France, you have the opposite situation. You also asked about the defined benefit system in France. First, Randstad has very few defined benefit plans.

With all due respect for what's changed in the world, the defined benefits are like a carte blanche based on what can happen to any company because you're committing to benefit rather than a contribution. We don't want defined benefit plans, and we don't have them in the Netherlands. We do have an excellent pension scheme, but that's a different story. In France, there's a provision for a certain contribution to outgoing employees, and the calculation has been revised based on the percentage of outgoing employees having been adjusted. Who do you include and who don't you include? Voluntary departure or mandatory departure. That's what gave rise to the release, which, as you said, has a positive impact. Last but not least, in Belgium, the financing center moved. It relocated. Part of it was in Zurich and part was in Belgium.

It's in Zurich, that's the internal bank where all the money arrives from outside to maximize the efficiencies and synergies from Zurich and partly from Singapore nowadays, some outsourced internally where Belgium used to have a small part as well. Okay. Another important part of our policy is that we do things to our policy only if we have operations in that place. What about top-up obligations? No. Who else? Mr. Stevense, then one more question for the accountant. Thank you very much, Mr. Chairman. As for those spreadsheets, you run into odd things sometimes, and you see that the intangible assets largely control your balance sheet. That worries us considerably. Wouldn't it be better if you make acquisitions, for example, if you quantify the value of the company and you can also purchase additions?

If you did 99% instead of 1%, you wouldn't have intangible assets. That's the first lesson I received from Robert Jan. We have working capital and goodwill, that's our balance sheet, that remains the case. That will probably stay that way because you shouldn't confuse bookkeeping with strategy. They're two entirely different worlds. Strategy is important. If we do make an acquisition, we can have access to the entire company without having to discuss things with minority shareholders, we can integrate things very quickly. In Italy, we integrated the entire back office in Randstad, as I mentioned, after that, we floored it for sale. If you are trying to sell a joint venture, you can't operate as quickly. We definitely do not want minority interests.

That means that you do have some goodwill on the balance sheet, we have a particularly robust balance sheet, we don't see that as an obstacle. If something goes pear-shaped, as has happened now and then with that goodwill, the entire company may shift around. No, that's impossible because our financing depends on our EBITDA and our net debt. The balance sheet has no role. Calculating the solvency from the balance sheet of Randstad is not a relevant indicator. You should look at the debt-to-EBITDA ratio. In 2009, our revenue dropped by 27%. We took a goodwill impairment to the tune of EUR 500 million, the public was not enormously impressed because that was basically reflecting the economy in the doldrums. Our financing was never in jeopardy despite the major acquisition we had just made. That's been tried and tested already. Mr. Jorna.

André Jorna
Representative, VEB

Thank you, Mr. Chairman. I have a question about the balance sheet. The net debt has increased by EUR 200 million, we see that the financial charges are only up by EUR 1 million. Did I see that right, or was I comparing apples and oranges? That's one. Second, goodwill is rightly the most serious item on your balance sheet, the audit committee looked at it carefully. Did the auditor assess the management practice? Are they aggressive, defensive, or neutral concerning those assumptions, or were there discussions? Did you say, "It all looks very well and good. We've got a specialist who is comfortable with them as well." What's your comfort level about those assumptions so that you can say you don't need to take an impairment on them?

The next question is that there's a key audit matter where you reconciled the written hours, the invoiced hours, the paid hours. What's your assessment? You say you did that, but that's the general critique of the auditor's statement. You're not providing any assessment. You just say what you did. If there are no remarks, I imagine that you had nothing to say about that. My question is, since there were repeated incidents of minor fraud within Randstad, even though they were minor, they could expand. Finally, my last question, what is the distribution of work in the audit team? What does the senior auditor do? What do the interns do? Often we see that in many cases, poorly qualified auditors conducted the audit. Let's start with the answer by the external auditor, Robert Jan can follow up on that.

Bas Savert
Auditor, Deloitte Accountants B.V.

First, the goodwill evaluation, that's very intensive. Specialists largely look at the mathematical assumptions. For example, the actuarial interest and the components of this actuarial interest. Those are evaluation questions rather than auditor questions. If we're talking about which cash flows are projected, we do that on our team. I have a calculator and a book about control standards, but I don't have a crystal ball, so it's difficult for me to have a specific opinion about the long term. We tried to see what assumptions were done last year and how that related to current practice, and the trend is forward. We were critical about the parts previously discussed, such as a recent losing acquisition. If you have goodwill situations, how likely are you to achieve a turnaround? We discussed that in depth.

That's not an issue in Diemen, we did have conference calls and meetings with the CFO of important divisions, we also look at budgets and the long-term plans. It's no guarantee, it's inherent in these types of items that there'd be some security, we found sufficient comfort level in the assumptions to say that we can sign off on those. That's what I can tell you about goodwill. The second point concerned the conclusion about shop time analysis. Within a key audit area in which some various aspects are discussed, it's difficult to reach an individual conclusion. Basically, our conclusion has been expressed in our auditor statement. What we did convey in all key audit matters is that with the duties we performed, we were able to hedge the risk that we identified.

You can assume that we were able to conclude that what we write in our auditor statement is at a sufficient comfort level for the financial statement as a whole. We wanted to mention something about the type of duties we performed, it's not done to include such an individual conclusion. Now, as for team leverage, we have a fairly large team at the holding. You're talking about roughly eight people, there may be two or three assistants, the others are managed. They're partners. It's a top-heavy team. That's logical because you coordinate the work, in the outposts, you have more data, as a whole, then you need a more senior team. We don't use interns in our group team. We do have assistants who are still training to become auditors, that's perfectly normal.

If you look at the ratio of hours worked, you see that the partners and directors tend to spend a very large number of hours, I think that about 15%-20% of the hours is covered by partners and directors. I hope that basically answers your additional questions.

André Jorna
Representative, VEB

As for the goodwill, those assumptions, would you consider those to be aggressive? Do you think that they have a headwind or is it smooth sailing and there's no risk?

Bas Savert
Auditor, Deloitte Accountants B.V.

I did not answer that question, you're right. We basically assess the assumptions based on the budget. In addition, part of our work includes a sensitivity analysis. If the interest rate rises X or if the revenue growth lags behind expectations, what happens? If that sensitivity leads to a potential impairment according to IFRS, you need to provide a qualitative explanation that that may be the case, we checked the explanation and can go along with what was written. We performed the same evaluation as prescribed by IFRS. Now the answer from Robert Jan, the remark about the financial expense. If you look at page 125, you'll see on the P&L there, our financial expenses have increased by EUR 10 million, that is coherent with the increased debt. Next, the hourly invoicing, because you worry about the in-control position of Randstad.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

We keep that internal, it's reviewed by the external auditor. For us, that's the main internal audit we do. Now, I'd like to add something about the impairment test. We perform that every year. We won't do it now and then again in a decade. We have an assumption for this year. If the plans are heading in that direction, we continue talking. As you can see, our business is not highly volatile. If we were too optimistic about a certain company, we'll talk again the next year. Next, if there are no more questions.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

It is already 5:25 P.M. Last year, on March 30th, we got together. We were finished at 5:15 P.M. It was 21 degrees outside, the warmest March 30th ever. It is now the case that you are trying to utilize this very last opportunity to ask Robert Jan questions. I would like to hear about the adoption of the annual accounts for 2017. Jelle will inform you about the voting procedure. Thank you. There are 873 shareholders who have 213,424,774 shareholders represented with a number of preference shares B and C. They together can cast 172,294,422 votes. That is 76.6% of the votes, 3.6 million on preference shares B and 5.6 on preference shares C. Now we are going to proceed to voting.

Jelle Miedema
Company Secretary, Randstad

Let me first ask you to insert your voting card into the voting device with the gold-colored chip pointing towards you. You will see your name on the display. If that is not the case, please raise your hand. One of the hostesses will come to help you. You will see a choice, one, in favor, two, against, three, abstention. Those are the buttons you may use. If you do not make a choice, your vote has not been cast and will not be counted in. After several seconds, I will indicate that the vote is closed. We will see the results on the screen. Let us now vote on agenda item 2C, the proposal to adopt the financial statements for 2017. I would like to ask you to cast your vote. Apologies, 2D, Mr. Stevense. Thank you.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

I will close the vote now. You will see the results on the screen. You will see that the proposal has been carried with 99.7%. Remark off mic. We will carry on with agenda item 2E. Mr. Kraats explained the policy on reserves and dividends. Are there any further questions? The mic is not working, I am afraid. If we look back in history, we will see that in 2007, there was a proposal for a stable dividend of one year or 25. A lot of things happened after that. In 2013, another proposal for the dividend policy was made because things were not going that well. A flexible dividend was introduced on the basis of corrected profits. Now we see a new change. A new, more stable situation is envisaged.

André Jorna
Representative, VEB

As a staffing organization, you are quite a cyclical company. This year things may be going well, or at least that is what I learned during my studies. My question now is not Randstad going to fall into the same difficulties as in 2007 when we established a guaranteed dividend that was stable? That is my first question. Secondly, did this change come forward from yourselves, or were there any shareholders that found this was extremely desirable? Thirdly, you discussed the profit as a basis for your business model. Should not cash flow be that basis? You also talk about a bandwidth with respect to your Capital Markets Day explanations of 20%. If you look at free cash flow in 2013, that was half of what it is now. It has increased substantially. There is, of course, an explanation for that.

My very last question, you indicated that for the additional dividend, you wish to keep the opportunity of share buybacks instead of a cash dividend. You indicated as a reason for that, if I've understood correctly, was that the liquidity and the free flow is actually a bottleneck to do that. If that were a bottleneck, why don't you use the additional or special dividend or even more to accomplish acquisitions and keep value creation in the long term stable? I thought we explained all that with our M&A strategy. That's the important question you have to ask yourselves. We indicated that our appetite this year is more limited than in the past, and that was the basis to arrive at this conclusion. Otherwise, it would have been a dangerous one. On top of that, in 2007, you remember that correctly, we had that ambition as well.

Robert Jan van de Kraats
CFO and Vice-Chairman of the Executive Board, Randstad

That was at the evening before our acquisition of Vedior. We started the whole trajectory with the debt of twice EBITDA, and that maneuvers us into a danger zone. That is not the case anymore. We're under 1. We're prepared to go to maximum of 1. That's the starting point. It was absolutely necessary and conditional upon that. We have a different balance sheet too, with a different ambition with respect to M&A that is quite modest, as I already explained. You're asking me where does this come from? This follows the strategy Tech & Touch, which leads to a different ambition with respect to acquisitions than in the past. A more efficient balance sheet remains. What you then do with the capital, that is the answer you will find in this new dividend policy. You're asking us why do you depart from profits and not from cash flow?

We wish to keep it simple. We tested a number of scenarios, and we believe that via this decision, we will come out best. You also referred to 2013, 2010 and 2009. 2009 was the crisis. 2010, everything went upwards again. Cash flow was lower, and we had to finance the growth. There was operational capital that fell free and was shrinking. There's no reason then, in a growth period, to not use the capital that comes in to finance it. Share buyback, an option that we exclude, but the share buyback and the M&A considerations go together. Additional question. If you look at the Netherlands, there are other examples, and you said 6% is the target, then a lot more will be buyable in the world. You don't want to do another Vedior step.

André Jorna
Representative, VEB

You're telling us you're going to take smaller steps in small or middle-sized businesses. If you then retain a lot of money, wouldn't you then rather, which will not get you into a danger zone, use the dividend to establish value creation? For example, sell Brunel or another party with which you then could substantially take further steps, as you did with AUSY in the professional side. Apologies. Buying Brunel does not mean that our profitability will really increase. That's your example, so we'll have a different problem there. Possibly, we haven't explained very clearly, so it's good of you to point that out. The data we have is actually underused, and that's where the value creation lies. As soon as we buy another company, we don't really buy a lot. In addition, 355 million profiles. When I speak externally, I talk about Singapore.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

We have 1,200 matches there on the basis of the database there. What we do is that we contact candidates repeatedly. We are extremely inefficient there. Everybody in our sector. The 20% of the people that contact us, we find a job for, and for another 20% too. Afterwards, the contact is just not there. We do not have the technical support for that. The good news is if we utilize our database better, then we are going to create value. It is senseless in countries where we wish to grow, and where we are already number one to do anything else. We have to use the database much better. Vedior was a good step forward, but it took us two steps back the following two years. We have to integrate, et cetera. You are talking about 2007. We are three times as big now.

We are the number one in the world as we know it. This is the step we wish to take in this year. The mid-size acquisitions, those are the Brunels, possibly a bit larger. In a very targeted fashion, we take them on board. There is nothing out there that is purchasable in the size of Vedior. We are also not going to do that because of our strategic reasoning. The organic growth is going to go sky high. Absolutely. I agree fully. The strategy is indeed organic growth supported by technology. That is absolutely new because we did not have that technology only 10 years ago. Thank you very much. Last year in this meeting, there was some attention on progressive dividends, so that has been a topic repeatedly. I would like to now continue with 2F, the proposal to determine the regular dividend over the financial year 2017.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

This was discussed. Dividend payment on preference shares B and C will amount to a total of EUR 12.6 million. In confirmation with our amended dividend policy, we propose to pay out a regular dividend on ordinary shares of EUR 2.07 per ordinary share in cash. This is a maximum payout ratio of 50%. Any questions? Jelle, this is with respect to agenda item 2E. Please vote again. I apologize. After murmurs in the public, this is not about 2E, this is about agenda item 2F. Please proceed to vote, ladies and gentlemen. I now close the vote. The results will appear on the screen. You will see that this proposal has been carried by 100%. Ladies and gentlemen, let us proceed to agenda item 2G, which is the proposal to determine a special dividend. This, again, has been explained.

Next to the regular dividend, the proposal is made to pay out a special dividend of EUR 0.69 per ordinary share, under the condition that the amendment of the articles of association is executed by notarial deed, which we will discuss in a further agenda item. This condition is necessary to set the payment date, including the ex-dividend and record date for the special dividend, which will be later this year. We intend to pay out in the third quarter. Are there questions? This refers to agenda item 2G. We will now proceed to the vote. 1 is in favor of, 2 against, 3 abstention. I am opening the vote now. I now close the vote. You will see the results on the screen. The proposal has been carried by 99.9% of the votes. That does not surprise me.

We will now continue with agenda item 3A, discharge of liability of the members of the executive board for the management. I'd like to propose the following wording. The general shareholders' meeting grants discharge to the members of the executive board in the financial year 2017 for the liability of the exercise of their management of the company, insofar as the exercise of such management in the financial year is reflected in the financial statements, the annual report, and other documents. Are there questions? Yes. We will now continue with the vote. One in favor of, two against, three abstention. I will now open the vote. I now close the vote. You will see the results on the screen. The proposal has been carried by 99.3%. We'll continue with 3B, discharge of liability of the members of the supervisory board for the supervision of the management.

I would like to propose the following wording. The general shareholders' meeting is granting discharge to the members of the supervisory board for the supervision of the management in the financial year 2017, I apologize, insofar as the exercise of such supervision is reflected in the financial statements, the annual report, the other documents submitted to the AGM, and the explanations given at this meeting. Are there questions? We will vote. One in favor of, two against, three abstention. I will now open the vote. I close the vote. You will see the results on the screen. The proposal has been carried by 99.3%. We would like to thank you for granting discharge and continue with agenda item 4A, proposal to reappoint Jacques van den Broek as member of the executive board. You'll be able to read the explanation in the agenda.

You will also read his CV there. During his first four-year term, Jacques van den Broek has proven to be a strong leader of the company as a chair and CEO, focusing on combining organic growth with a number of crucial acquisitions. He's been instrumental in further developing the group's strategy, particularly in launching and accelerating its digital strategy, as well as the recent brand repositioning. The supervisory board therefore proposes to reappoint him for a second term of four years. You've read that in 1988, Jacques started with Randstad. I believe that is characteristic of this great company, if you look into the average term of service and into the composition of this management board. Jacques, I'd like to ask you, do you really want another term? Well, Wout, you're actually surprising me by that question, but not really. The compliment by Mr. Jorna was actually spot on.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

He recognized not only because we never hesitate when we speak. You talked about passion and belief in the company, and that is truly the case. The company is never finished. It's never arrived at its goal, at least not as long as I'm in here. We're still passionate. We still want to offer our consultants the best possible surroundings to do their job, to help candidates and customers. All of that is quite difficult. Let's do it for another four years, Wout. Are there any questions? Mr. Stevense, please. Mr. Van de Kraats is going to leave Randstad as CFO. What if Mr. Van den Broek had said, "I'm going to stop, too?" All I want to say here is that that is quite risky for the continuity of the company, in a case where a CFO and a CEO were to step down at the same time.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

I am very happy that you make that observation, because as you would have been able to read, Robert Jan van de Kraats is going to hand over the baton to the new CFO, but will remain available for the next one and a half years. I think that is an incredibly good example of succession planning. If you look into when, who has to step down or wishes to step down, and you anticipate all of that and adapt your succession policy accordingly. This is a change in CFO, even though Robert Jan will remain available for one and a half years. I'm going to turn around your remark. Now it is your chance to vote for Jacques van den Broek. 1 is in favor of, 2 against, 3 abstention. Please proceed to vote. The vote is now opened. The vote is now closed.

You will see the results on the screen. Jacques has been reappointed, carried by 99.7%. I indeed state that this proposal has been accepted. Let's continue. Agenda item 4B, reappointment of Chris Heutink to the Executive Board. His name is Heutink, by the way. You can read in the agenda about this proposal, and you'll read his CV there, too. During his first term as member of the Executive Board, Chris has proven to be a strong leader with his responsibility for a number of geographies, broadening his international executive leadership experience. He played a key role in the integration of Obiettivo Lavoro in Italy in 2017, and you've seen the results of that exercise. That is why the Supervisory Board would like to propose a reappointment for a second term of four years. Yes, I indeed started 27 years ago as a consultant.

Chris Heutink
Member of the Executive Board, Randstad

It was my enjoyment to help people into work, and I still enjoy doing that. Fortunately, in my role executing our strategy, seeing to it that we get people to jobs increasingly day by day. I do that with a lot of pleasure, and I'm looking forward to another four years. Any questions, ladies and gentlemen? I hand over to Jelle. 1 in favor of the reappointment of Chris Heutink as member of the Executive Board. 2 against, 3 abstention. I now close the vote, and you will see the results on the screen. The proposal's been carried by 99.8%. Mr. Heutink is reappointed. Congratulations, Chris. Before we move on to 4C, I would like to address Robert Jan. Robert Jan, today you're stepping down as a Vice Chairman of the Executive Board and CFO. You've been with Randstad since 2001.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

In the past 17 years, the company, under your inspired leadership, has experienced a substantial growth. Randstad started as a European player, has now become a global player with a leading position. As you're a CFO, you're looking forward to hearing more figures. Quantitative and qualitatively, revenue has increased from EUR 5.8 billion in 2001 to EUR 23.3 billion in the last year. Operational results increased in this period from EUR 103 million to more than EUR 1 billion. Market capitalization was EUR 1.7 billion in 2001, and is now EUR 9.3 billion. Per day, we placed 217,000 candidates in 2001. Now we place 669,000. We have 14,000 employees in 2001, and now 38,000. In your responsibility as CFO, you took those huge steps to improve and optimize the financial functions, fiscal or internal audit, treasury or Investor Relations, control or accounting, you name it. Those functions are strong and stable.

It was quite clear that you had to become CFO of the year. Randstad won a lot of awards with respect to investor relations and financial reporting. We're very happy, therefore, that we can use your expertise in the coming one and a half years when you hand over your work to your successor, and your operational responsibilities to your colleagues in the Executive Board. You'll remain advisor for the Supervisory Board until 2019. I would like to use this opportunity on behalf of the Supervisory Board to express our huge thanks for your long-term commitment to Randstad, and for all of that what you've done for Randstad. Thank you. You understand that there will be repeated opportunities to hand over smaller presents to Robert Jan. Please don't do that now.

We're extremely happy to be able to announce that we have a good successor in the person of Henry Schirmer. This brings us to agenda item 4C, proposal to appoint Mr. Henry Schirmer as member of the Executive Board. Again, you'll find explanations and the CV in the agenda. Henry Schirmer joined Unilever in 1990 and was Executive Vice President Finance of the largest division, Europe there. He has a lot of financial expertise and a great international track record. He has accomplished a number of business transformations. Therefore, we are of the opinion that he has a great profile to fulfill the role of CFO within Randstad, specifically in the phase the company is in now. The key terms of his executive service agreement are in line with the remuneration policy and explained in the agenda.

We would like to propose to appoint him for a first term of four years. Henry is present here today. Would you please rise? Maybe address the audience. Well, thank you for the chance of letting me introduce myself in Dutch. I am trying to use Dutch. Good afternoon, everyone. I asked whether that would be a good first impression, and I'm just going to try to make a good impression, and you can judge yourself. My name is Henry Schirmer. I'm 54 years old. I'm married to Caroline and proud father of five children. I live in The Hague. Right after my studies, I have a master in industrial engineering, I started with Unilever as a management trainee.

Henry Schirmer
CFO and Member of the Executive Board, Randstad

Now, after almost 25 years of a career at Unilever, I can look back to a lot of learnings, a lot of experience, in the group in London, as well as responsible CFO for the larger divisions of Unilever. My last two positions were in New York, with responsibilities for North America, and in the last two years, I worked in Rotterdam and was responsible for Europe. Well, of course, I am very happy to stand here today, and I hope that the vote will go well. I have to say that everything I heard here today confirm my impression that this step will be a good step. I worked for Unilever for such a long time because it was a very special company for me as well. Sustainability is an important issue there. The values of the company were very important to me as well.

Noor Magis
Representative, Association for Sustainable Shareholders

The whole trajectory to now be standing here with Randstad, I found the same values again. If the vote goes well, I am going to do all that is in my power, all that I have learned, all that my skills have to offer to indeed be there and approachable for all stakeholders. That is what I would like to do. Thank you. Are there any further questions? Microphone up front, please. Good afternoon. My name is Noor Jimagiz. I represent the Association for Sustainable Shareholders. I do wish to ask a question about diversity, something that is close to our heart. This is certainly not a comment on the candidate you have chosen. I would like to ask you if you thought about diversity when you looked for a candidate. Have you actively researched another alternative? Thank you for this question. We believe it is extremely important.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

We very actively looked for such a candidate. Just to describe the process here, we started with a headhunter in a very quiet way because we had quite a lot of time ahead, and we did look for diversity and a broader diversity than only the gender issue. That resulted in a long list. This is exactly what we chose our headhunter to accomplish and to put a lot of effort in. That led to a number of conversations. After those conversations, we then followed up with a short list, and this is the result. We are extremely happy with Henry, but we do share your observations, but it was not a matter of effort. May I also add that in the framework of diversity, one of our long-term targets as a board, which is true for the whole management, is to arrive at 50% of women in management.

Jacques van den Broek
CEO and Chairman of the Executive Board, Randstad

We're at 48% at this point in time. For me personally, I recognize and acknowledge everything you say. Not too long ago, we were only Dutch nationals and men here. With Henry, we at least have four nationalities in the board, and I'm very happy about that. Otherwise, I second fully what was said by Wout.

André Jorna
Representative, VEB

Chair, may I ask a question? Just recently, you were talking about four years and stepping down, and the Chair starts with four years. Why don't you start with this new CFO with a term of two years? You can keep some differentiation. Why are you starting with four years right from the start? Four years is the code and the law, I think. You can deviate from it. You can just suggest a different term. We feel very comfortable with it, and then we're fully compliant. Oh, yes. I'm delighted that Mr. Schirmer has been appointed because he's from Unilever, and Unilever is at the vanguard of sustainability. What can Mr. Schirmer contribute in the way of sustainability? I know that Randstad is making major progress, but what can he contribute in the next four years on that note?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

He has a lot to contribute, I'm looking forward to welcoming you next year. This was one of our criteria in our search. I'll leave it at that now. First, let's appoint him, then in 12 months, you can see the progress. That's excellent. If there are no additional questions, Jelle. I see one more question.

Jelle Miedema
Company Secretary, Randstad

Yeah, okay.

This is a very unfortunate question. Why does Mr. Schirmer want to leave Unilever?

Henry Schirmer
CFO and Member of the Executive Board, Randstad

Yes, it's working now. Randstad is an excellent company, the prospect of being a CFO here is an incredible opportunity for me. That's why I decided to transfer to Randstad.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

This is music to our ears. If there are no more questions, Jelle. Option one is to vote in favor of Henry Schirmer's appointment to the Executive Board. Option two is to vote against it, option three is to abstain from the vote. Please cast your vote. The vote is closed, and the results will appear on the screen. At 99.8% of the votes cast in favor, he has now been appointed.

Because Henry Schirmer has terminated his long-term employment contract at Unilever and therefore lost his long-term incentive at Unilever, we've decided to allocate him one-off Randstad shares valued at EUR 750,000, Henry is expected to observe a retention period of at least five years. If he leaves Randstad before then, he has to return them pro rated for each remaining year of those five. That way, we think it's appropriate because that way Henry Schirmer will have Randstad shares from day one of his time at Randstad. Because this is not in accordance with the Randstad remuneration policy, we're proposing a one-off amendment to the remuneration policy. That's agenda item 4D. Are there any questions about that?

Thank you, ma'am.

André Jorna
Representative, VEB

Thank you. I'm Mr. Jorna from the VEB. Mr. Chairman, I'm happy that we have not appointed a woman as a candidate because I think this gentleman goes to the same hairdresser as Mr. Schirmer, and he wouldn't want to do that. Henry Schirmer uses the same hairdresser as Jan van de Kraats, and you wouldn't want to do that to a lady. As for the sign-on bonus that has been presented to us, we think that an unconditional remuneration to compensate what he accrued at Unilever is irrelevant. Mr. Schirmer has mentioned that he's looking forward to the challenge and the excellent position. We have a different remuneration policy. I'm sure he'll receive a higher salary, he shouldn't be compensated, and simply rewarding him for staying put without performing is unacceptable to us. We'll be voting against that. Thank you, and thank you for your explanation.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

This is for the first time in 17 years that we had to look externally for a member of the Executive Board, this is certainly not customary. We hear what you're saying. This is exceptional, we're delighted that somebody who worked for such a fine company for 27 years was able to agree on a package, a British large shareholder agreed with us and said this is second-best because that person would've liked to see an unconditional aspect, but you don't mean Henry by that. Are there any other questions?

Kees van der Leest
Representative, Railway Pension Fund

Good afternoon. I'm Kees van der Leest. I represent the Railway Pension Fund and the Public Transport Pension Fund. We as shareholders do not support issuing bonuses not connected to any targets. We regard this proposal as an advance sign-on bonus without any efforts.

As was rightly mentioned, you say that in your explanation that a compensation was proposed for the loss of Mr. Schirmer in terms of the bonus he would have received from his previous employer. Is EUR 750,000 the entire package or is it part bonus compensation and part other?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

It's part of an entire package, we devised it to fit within the present remuneration policy. This is the exception. After that, everything will need to comply with the remuneration policy of his predecessor. With all those components and some negotiations, this is what we came up with. He won't entirely be remunerated based on the bonus scheme that he is losing. We did check that accurately.

Kees van der Leest
Representative, Railway Pension Fund

It's not clear exactly what the structure is. It was clear to me that those were his rights over there. Can you explain that?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

I've said something about the process. That's why we worked with a large professional headhunter. That's one of the components the headhunter checks to see whether a candidate was willing to negotiate with us. We're back to a sign-on bonus rather than a compensation for amounts that he would be missing out on from his previous employer. Okay. It's to compensate accrued rights. I didn't use the term sign-on bonus.

Speaker 20

I'm still Mr. Spanjer. Are we playing Santa Claus here? This gentleman has hardly joined us and he's already getting Christmas or Sinterklaas gifts. I am very unhappy about that. Suppose he's worked a year, and the shareholders can check whether he performed well in your view. Right now, it's from simply standing on the threshold and he gets a gift. He gave his notice at Unilever.

Apparently, he sees more opportunities at Randstad. That's all very well and good. He's the one giving notice. If I give notice to my employer, I would expect to get a better deal at the next company. That was his decision. You're going to give him a Christmas gift.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

I object to that. The argument remains the same. Are there any other questions? If not, Jelle. Okay. Option 1 is to vote in favor of the proposal. Option 2 is to vote against the proposal. Option 3 is to abstain. Please cast your vote. The vote is closed. On the screen, you'll see the results. The proposal has been adopted with 80.2% of the vote. Thank you. We take note of what you said and of this outcome of the vote.

On to agenda item 5A, proposal to reappoint Frank Dorjee as member of the Supervisory Board. You'll read the proposal in the agenda, where you'll also find his CV. During his first term, Frank Dorjee was a valuable contributor to our board, especially as chairman of the holding committee, in which he had a very constructive and proactive role. The Supervisory Board is therefore suggesting that he be reappointed for a second four-year term. Okay, I'm going to ask Frank the same question.

Frank Dorjee
Member of the Supervisory Board, Randstad

Okay. I do not use the same hairdresser as Robert Jan and Abbie. I saw that one coming. All jokes aside, in 2014 I was appointed. Digitalization had just surfaced on the agenda. In the past four years, an awful lot of progress has been made. Tech & Touch strategy, important acquisitions such as Monster.

As a member of the Audit Committee, it's always important to review the checks and balances when you're engaging in these acquisitions. I've explained that the financial position improves at Randstad year after year. I think Randstad is an excellent company with a magnificent cash flow and a healthy balance sheet. I hope to continue contributing in the next four years.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Thank you very much, Frank. Any questions?

Kees van der Leest
Representative, Railway Pension Fund

Once again, I'm Kees van der Leest. This is about the composition of the Supervisory Board. As mentioned by Mr. Dorjee, the departure of Mrs. Monnas means that two important committees, the Remunerations Committee and the Nominations Committee, will be affected and will comprise only two more members. Given the importance of these committees, that's a very low membership. Will there be any new appointments in the near future?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Do you have any ideas about who will be appointed to those committees? The answer is yes. We're going to change the structure a bit because we've decided to discontinue the strategy and especially the committee. The remuneration will be broadened considerably because the people aspect is by far the most important, and finding people for those committees is also very important. We hope to appoint new people, and the committees will comprise more than two members. That's our plan.

Constant Stevense
Representative, Stichting Rechtsbescherming Beleggers

Thank you, Mr. Chairman. I'm Mr. Stevense from the SRB, the Foundation for Legal Protection for Investors. This again relates to continuity. In 2018, two are stepping down, and one is eligible for reappointment. In 2019, there will be three, in 2020, none. That doesn't sound like a good idea for continuity. Have you considered that already?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Well, we're talking about the supervisory board and the suggestion of a monitoring committee. Two four-year terms and the opportunity to add another two two-year terms. Two times four and two plus two takes you to 12 years. Just as we're working on succession planning for the executive board, we're doing the same with the supervisory board. If I understand you correctly, Mr. Winter will have covered his first eight years next year. We'll have covered the two times four years, and then he may get another two years. Well, we'll cover that one with you next year. Okay. That means that you'll have a problem in 2021 again. Your concern and succession planning is certainly an absolute priority for the supervisory and executive boards, and we regularly address those. Are we going to vote? Okay.

Jelle Miedema
Company Secretary, Randstad

Option one is to vote in favor of reappointing Frank Dorjee as a member of the executive board. Option two is to vote against, and option three is to abstain from the vote. Please cast your vote.

Dom sluit de stemming.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

The vote is closed. You'll see the outcome on the screen. He has been reappointed with 99.2% of the vote cast in favor. Now, I'd like to call your attention to a very special lady that we care deeply about, Giovanna. I'm addressing Giovanna Monnas. At this meeting, you'll be stepping down as a member of our Supervisory Board because your final term is concluding. On behalf of the Executive and Supervisory Boards at Randstad, I'd like to thank you very much for your involvement in our firm. On the past 12 years, you've shown immense dedication as a member of our Supervisory Board, especially as a member of the Strategy Committee, and more recently, chairing the Remuneration Committee as a Chairman of the Remuneration and Nominations Committee. Last year, you were instrumental in preparing and drafting the proposal to amend our remuneration policy.

You are keenly sensitive of strategic changes. You're also interested and involved in people. Giovanna, Randstad is going to miss you. Thank you.

Giovanna Kampouri Monnas
Member of the Supervisory Board, Randstad

I want to say that I will miss Randstad very much, too. Both the people and the company, and very much so the values that make Randstad one of the very few companies where the values lead the business. I wish a great good luck to everybody, and I'll be close.

François Béharel
Member of the Executive Board, Randstad

Okay.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Giovanna has moved to Amsterdam so she can make good on that promise. We're delighted that we have found a good successor for Giovanna, which takes us to agenda item 5B, the proposal to appoint Annet Aris as a member of the Supervisory Board. The explanation to the proposal and the CV appear in the agenda. Annet Aris is going to bring us knowledge of digital technology, which will complement the Supervisory Board, especially considering the present stage of Randstad. Digital transformation is pivotal in the Randstad strategy. We propose appointing Annet Aris for a first four-year term. I'm delighted that you've already mentioned her arrival. Annet, please address us.

Annet Aris
Member of the Supervisory Board, Randstad

Hello, I'm Annet Aris. I am an engineer trained at Wageningen, and I have an MBA at INSEAD in Fontainebleau. I spent 17 years at McKinsey in the Netherlands, England, and Germany, including nine years as a partner.

Now I'm a part-time professor at INSEAD. I teach digital strategy, such as digital disruption and transformation, to MBA students from all over the world. The other half of my time I spend as a Supervisory Board member at companies in the midst of the digital transformation, such as Thomas Cook, Neckermann, and they complement Randstad, also at a.s.r. Nederland and ASML, and that work gives me great joy. I'm greatly looking forward to being a Supervisory Board member at Randstad if I'm voted in, especially because I believe that the future of work is one of the most important topics we'll have to acknowledge in the years ahead. What will happen to work in the future? How will that digital transformation impact our future?

I think that Randstad will be extremely important in this, especially in terms of ensuring that people continue to be properly educated and have the correct skills, and especially the right working conditions. I'm immensely looking forward to this. Thank you.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Any questions? If not, I'm also happy that you're not asking whether we have too many engineers from Wageningen University on the Supervisory Board. I could have answered that one. Jelle.

Jelle Miedema
Company Secretary, Randstad

Option one, to vote in favor of appointing Annet Aris. Option two, to vote against the appointment, and option three is abstaining from the vote. Please cast your vote.

The vote is closed, and you'll see the outcome on the screen. 95.1% has voted in favor, so the motion has been carried. Annet, welcome. That takes to agenda item six. This comprises four proposals.

6A is a proposal to extend the authority of the Executive Board's authority to issue shares. 6B is a proposal to extend the Executive Board's authority to restrict or exclude the preemption right to any issue of shares. 6C is a proposal to authorize the Executive Board to repurchase ordinary shares, and 6D is the proposal to cancel repurchased ordinary shares.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

You will read the explanation at the notes to the agenda for the meeting. Does anybody have any questions about these four proposals? Jelle.

Jelle Miedema
Company Secretary, Randstad

We're going to vote on each of the four consecutively, starting with 6A, which is the proposal to extend the Executive Board's authority to issue shares. Press one to vote in favor of the proposal, press two to vote against, and press three to abstain from the vote. Please cast your vote.

Vote is closed, on the screen, you will see that the proposal has been adopted and has received 99.6% of the votes in favor. Next item 6B, is the proposal to extend the Executive Board's authority to restrict or exclude the preemptive right to any issue of shares. You know the drill. One, two, or three. Please cast your vote. The vote is closed, you'll see the outcome on the screen. At 97.8% of the votes cast in favor, the proposal has been adopted. The next agenda item is 6C, which is the proposal to authorize the Executive Board to repurchase ordinary shares. One is in favor, two is against, and three is abstain. Please cast your vote. The vote is closed. You'll see that the proposal has been adopted with 99.9% of the votes. Finally, 6D, the proposal to cancel repurchased ordinary shares.

One to vote in favor, two to vote against, and three to abstain. Please cast your vote. The vote is closed, you see the outcome on the screen. The proposal has been adopted with 100% of the vote. Wout, back to you.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Thank you, Jelle. Agenda item seven, the proposal to amend the Randstad Holding articles of association. Any questions? If not, Jelle .

Jelle Miedema
Company Secretary, Randstad

One is to vote in favor of the amendment of the articles of association, two to vote against, and three to abstain. The vote is closed, on the screen you will see that the proposal has been adopted with 100% of the votes cast in favor.

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Thank you. That takes us to agenda item eight, which is the proposal to appoint Deloitte as the external auditor for the 2019 financial year.

Pursuant to the Dutch law, the general meeting of shareholders charges an external auditor with the task of auditing the financial statements. The Supervisory Board, upon recommendation of its Audit Committee, proposes to reappoint Deloitte Accountants to audit the financial statements for 2019. Press one to vote in favor, press two to vote against, press three to abstain. Please cast your vote.

[Foreign language] sluit de stemming.

Vote is closed. You see the outcome appearing on the screen. Deloitte has been reappointed with 100% of the votes cast in favor. Congratulations. That takes us to agenda item nine, which is any other business. Who would like the floor?

Speaker 20

Mr. Chairman, my name is still Mr. Spanjer. When the AVG takes effect on 21 May, where do you stand? How much progress have you made?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

I think that that's Robert Jan. That's about privacy legislation. Bingo. We've been working hard on that for quite a while. That's an important issue for us because we have some databases filled with data. We've made excellent progress, but we have quite a lot of work to do in the coming future. We're well on track, and we're confident that we can meet the requirements.

Speaker 20

What about those Facebook style problems concerning privacy?

Given all that happened, can you assure us that that won't happen with Randstad?

Jaap Winter
Vice Chairman of the Supervisory Board, Randstad

Okay. We do our very best, but it's like a house. You can't exclude everything. We even have our systems tested by hackers, so we believe that we're well on track. Thank you. Any other questions? If not, I am pleased to close this meeting. Thank you all for coming and for contributing. I'm pleased to invite you to the reception for beverages and snacks. I hope that the weather will be nicer next year.