Randstad N : AGM draft minutes 2022

DRAFT MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF RANDSTAD NV

Date: 29 March 2022

1. Opening and announcements

The Chairman opens the meeting at 13.00. He welcomes those attending the meeting in person and those following the meeting online. The entire Executive Board is present: Jacques van den Broek (CEO), Henry Schirmer (CFO), Sander van 't Noordende, Chris Heutink, Rebecca Henderson, Karen Fichuk and René Steenvoorden. The entire Supervisory Board is also present: Wout Dekker (Chairman), Annet Aris (Chair Remuneration Committee), Frank Dorjee (Chair Audit Committee), Rudy Provoost, Barbara Borra and Helene Auriol Potier. Also present is Bas Savert on behalf of the audit firm Deloitte. The Company Secretary, Jelle Miedema, who is appointed by the Chairman as secretary of the meeting is also present.

The Secretary then explains a number of procedural matters:

• The meeting was convened on 15 February 2022. All documents for the meeting were posted on the Randstad website on that day.
• On the internet sitewww.abnamro.com/evoting, shareholders can also attend the meeting virtually, vote and ask questions via the chat function. After registering for the meeting, they received a login for this purpose. They can also ask live questions during the meeting via the conference call.
• Shareholders were also given the opportunity to give voting instructions in advance either via the ABN AMRO website referred to above or via IQ EQ Financial Services.
• Shareholders were able to ask questions prior to the meeting. These questions and the answers thereto were posted on Randstad's website and will be added to the minutes as annexes, i.e.:
• • Annex 1 questions received from Eumedion
  • Annex 2 questions received from VBDO
• The Chairman has decided that voting on all agenda items will be open during the meeting and will be closed after agenda item 9. In the minutes, however, the results of the votes shall be recorded immediately after each agenda item.
• The draft minutes of this meeting will be available within three months and shall be posted on the website. There shall be an opportunity to submit comments on the draft minutes within three months. The Chairman and the Secretary will then adopt the minutes.

After counting the votes, the Secretary announces that according to the attendance list a total of 2,796 shareholders and 228,398,030 shares with voting rights are represented at the meeting (proxy or otherwise), of which 25,200,000 are preference B shares and 50,130,352 are preference C shares. Together they can cast a total of 162,267,678 votes (84.50% of the total number of possible votes to be cast), of which 3,600,000 on the preference B shares and 5,600,000 on the preference C shares.

2. Review 2021

The Chairman gives the floor to Jacques van den Broek, who then gives a presentation of the general course of business in 2021, which presentation is attached to the minutes as Annex 3 (available in English only). Henry Schirmer then takes the floor to explain the financial state of play, the 2021 financial statements, the notes to the reserves and dividend policy, and the proposed dividend for the 2021 financial year, also on the basis of the same presentation.

The Chairman thanks Jacques van den Broek and Henry Schirmer for their explanations.

2a. Report of the Executive Board and report of the Supervisory Board for the financial year 2021

The Chairman then gives shareholders the opportunity to ask questions about the Executive Board's report and the Supervisory Board's report for 2021.

Mr. Stevense, on behalf of Stichting Rechtsbescherming Beleggers, compliments the company on its performance over the past year. He asks about being able to recruit enough people, especially older employees. He also asks how the company deals with cultural or language differences and barriers such as those in the transport, logistics and construction industry.

Jacques van den Broek answers that this is increasingly becoming a topical issue, especially for employees aged 50+. The client's mindset is the most important factor in this respect. It is particularly difficult to persuade clients to give older people a chance. The traditional way of recruiting people will no longer work. Randstad operates proactively with the more than 200 million profiles in its database. Recruitment is based on a client's request. Algorithms help with that. There is a lot of focus on training, such as in healthcare, education and logistics. The client also has to make allowances for language barriers.

Ms. Julia van Boven, speaking on behalf of VBDO, stresses Randstad's relevant role in society. Randstad's mission and purpose are important. She raises the following questions:

1. Is Randstad prepared to incorporate social ambitions into its strategy, in the areas of diversity, human rights, sustainability and climate? VBDO offers to help the company reflect on these KPIs.
2. Little progress has been made in diversity reporting, with the exception of the percentage of women at the top. Which KPIs will Randstad measure? Both for own employees and temporary workers?
3. During the preliminary meeting with Randstad, it became clear that Randstad makes deliberate choices not to operate in certain countries or sectors. VBDO is impressed by these choices, but is also surprised that it does not know about them. Will Randstad draw up an exclusion list or produce a report identifying the dilemmas resulting from the human rights policy?

Jacques van den Broek thanks the speaker for the offer to help reflect on KPIs. There are things that cannot be recorded in terms of diversity. Furthermore, certain data may not be recorded in certain countries. Randstad is a company with high standards and values. Where necessary, we engage with clients when these standards and values or safety are being jeopardized. Making an exclusion list is too static.

Rebecca Henderson replies that the so-called ED&I council aims for more reporting in the area of diversity. Not everything is standardized. Randstad sets goals and ambitions to have more diverse employees. This does not only relate to gender, but also ethnicity. The council will determine what is possible per country. There are many cultural differences per country. There are already two recent reports, one for North America and one for worldwide.

Henry Schirmer adds that these issues are not a business risk but rather a business opportunity. This is important for competitive power. Everyone needs more transparency.

In response to Ms. Van Boven's question as to whether scope 3 emissions reporting can also be extended to clients, Henry Schirmer replies that the reporting process must first be properly implemented.

Sander van den Noordeinde adds that sustainability is crucial in terms of net positive thinking. He is passionate about the subjects of diversity and inclusion. This is not simply a good goal to aim for, but it is a necessity for companies, certainly in order to be able to recruit the best people.

Robert Vreeken compliments Jacques van den Broek on the fantastic results. Randstad has already been included 7 times in the Dow Jones Sustainability Index. He asks about the challenges as a result of the crisis in the Ukraine. He also asks whether Randstad is prepared to finance sustainable and energy-saving housing solutions for its own employees.

Jacques van den Broek replies that Randstad has done a lot of work for the approximately 3,700 Ukrainians working for Randstad in Poland. In other countries, too, Ukrainians are taken in and helped to find work. Randstad will not finance energy-saving housing solutions for its own employees.

Mr. Keyner, on behalf of the VEB, is enthusiastic about Randstad and compliments the entire team on the results achieved in two exceptional years. He asks whether Randstad wants to invest in education and training and wants to offer this service to its clients? This could also be done for IT services and audit services. What does Randstad do for people with difficulties entering the job market?

Jacques van den Broek thanks Mr. Keyner for his kind words. Randstad used to have a training centre, and operations in the field of cleaning and security. That was not easy and quickly led to fragmentation. It is better to focus on the core business of supplying workforce. Despite being the global market leader, Randstad's market share is still only 6.5% There remains a lot of potential for organic growth and growth through acquisitions. In 2021, there were approximately 100 projects around the world in which Randstad helps people with difficulties entering the job market. Randstad does so by helping people to find jobs, not by training.

Mr. Stevense asks how much revenue Randstad has missed because it was unable to find candidates. He also asks whether certain failure costs were one-off or recurring costs.

Jacques van den Broek notes that precisely the fact that the company was able to find candidates is reflected in Randstad's financial performance.

Henry Schirmer replies that Randstad is strict in applying the rules for recognizing one-off vs. recurring costs.

Mr. Keyner asks what managed services programs (MSP) are, as stated on page 12 of the Annual Report. Why is the Tempo-Team brand being maintained? Referring to page 23 of the Annual Report, he recognises several more ethical factors in the so-called materiality matrix. How does Randstad apply this vis-a-vis clients and talent?

Jacques van den Broek replies that MSP started in the United States. Clients do not want to do business with 40 different providers, but through a vendor management system that reports to them on the basis of quality, price and speed of delivery. This is only an attractive business model if Randstad can also proactively supply the talent.

Chris Heutink replies that Tempo-Team was launched in the Netherlands because Randstad's market share was considerable. There was room for a second brand. In the Netherlands, Tempo-Team and Randstad serve completely different industries. The Randstad's positioning differs from that of Tempo-Team and Yacht. This also applies to Belgium and Germany.

Jacques van den Broek replies that business ethics is important. Doing business in, for example, blue collar sectors in China or India was out of the question. Health & safety in general is very important. Randstad can terminate the relationship with a client if the working conditions are not safe enough.

The Chairman notes that there are no further questions.

2b. Remuneration report for the financial year 2021

The Chairman then calls on shareholders to ask questions about the remuneration report for the financial year 2021, as set out in the Annual Report 2021. He gives the floor to the Chair of the Remuneration Committee, Annet Aris, to say a few words about the work of the Remuneration Committee, the Remuneration Report and the proposed amendment of the remuneration policy for the Executive Board (agenda item 4a) and of the remuneration policy for the Supervisory Board (agenda item 4c).

Annet Aris thanks for the opportunity to elaborate on the activities of the Supervisory Board's Remuneration Committee over the last year. 2021 was a very successful year not only financially, but also with regard to the progress the company made in its digitalization journey as well as creating better experiences for clients, talents and employees. The good results were, of course partly due to good market circumstances but also because Randstad further strengthened its position as market leader. The incentives for 2021 were set such that they especially rewarded market outperformance and profitable growth, whilst at the same time taking into account the interests of all stakeholders (clients, talents, employees and society). Looking back at the 2021 remuneration payout:

• The management fully achieved the maximum for the financial goals of the short term incentive plan. The non-financials goals achieved 2/3 of the maximum, resulting in an overall achievement of 93% of fixed salary out of a maximum of 100%.
• The long term incentive plan which was granted in 2019 and vested in 2021 realized a target achievement of 141% (out of a maximum of 217%), this reflects the strong competitive performance of the company's relative total return to shareholders in the last 3 years and an above-target performance on the non-financial kpi's.
• The Executive Board received in full the shares resulting from the matching share plan allocated in 2018 following sustainable performance of the company in those 3 years.

Looking forward to 2022 remuneration:

• The Supervisory Board decided on a base salary increase of 4.5% in line with the internal group practice for Randstad top-performing employees.
• The targets for the bonus 2022 and Performance Share Plan 2022 were derived from the strategic target framework and are focused around
• • Financial performance, market position and solid cash flows (relative revenue growth, incremental conversion ratio, days sales outstanding and relative shareholder return)
  • Randstad's strategy and stakeholder agenda (e.g. progress in digital transformation, world class

cyber security, road to net-zero emissions, talent and employee satisfaction).

In 2021 the Remuneration Committee updated the remuneration benchmark of the Executive- and Supervisory Board remuneration levels. In order to bring the remuneration back in line with the international labor market peer group the Supervisory Board proposes to increase the base salary of the new CEO by 15%, to increase the fees for Supervisory Board committee membership somewhat and slightly increase the annual retainer of the Chair. In addition, the Supervisory Board proposes include a discretionary pro prated good leaver treatment for the share matching plan for the executive Board in the remuneration policy. For the coming year further refining the non-financial goals and bringing them even more in line with the stakeholder interests and ESG requirements. On behalf of the Supervisory Board, Annet Aris looks forward to continued conversation with shareholders on these topics.

The Chairman thanks Annet Aris for her explanation.

The Chairman notes that there are no questions or comments and the vote is taken.

At the end of the meeting, after closing the vote, the Secretary notes the following voting result: In favour: 140,409,396 votes (87.88%)

Against: 19,369,094 votes (12.12%)

Abstain: 2,484,530 votes

The Chairman confirms that the meeting has approved the remuneration report for the financial year 2021 with an advisory vote.

2c. Proposal to adopt the financial statements for the financial year 2021

The Chairman moves on to the 2021 financial statements, which have already been presented in detail. He gives the floor to the Chairman of the Audit Committee, Frank Dorjee, to say a few words about the work of the Audit Committee and how it liaises with the external auditor in 2021.

As chair of the Audit Committee, Frank Dorjee looks back on a year in which Randstad returned to above- market growth after 2020 was impacted by the COVID-19 outbreak. Randstad has shown that it is flexible and can respond quickly to changes in the market.

Randstad generated a record revenue of EUR 24.6 billion in 2021 with an EBITA of EUR 1.1 billion. Free cash flow amounted to EUR 590 million. Randstad's business model is flexible, resilient and strong. Most meetings of the Audit Committee took place prior to the publication of the quarterly results. Prior to the Audit Committee meeting, Frank Dorjee had preparatory meetings with the CFO, the directors of Global Control, Global Financial Reporting and Business Risk and Audit. The Audit Committee meetings included the CEO, the CFO and the external auditor, as well as these directors. The focus of the meetings was on the financial reports, the draft press releases and the reports of the external auditor and of the Business Risk and Audit function. A large number of other issues were also discussed, such as tax and legal topics, financing, taxes and the review of the finance function. A lot of time was also dedicated to data protection and information security as well as IT in general. As Randstad works with personal data, these topics are of great importance to the company and several programmes were rolled out in 2021. This is also related to the fact that, in general, the number of cyberattacks is increasing and becoming more sophisticated. The Audit Committee is therefore closely involved in and monitors the progress of these programmes in Randstad. The Committee also discussed and approved the audit plan of the external auditor and of the Business Risk & Audit Function. As always, attention was paid to further improving the internal control and audit environment. Every quarter, the Audit Committee discusses not only the findings of the external auditor but also the quarterly report of the Business Risk & Audit Department. In 2021, the company trained and hired IT audit specialists to reinforce the Business Risk & Audit department. Also in 2021, the Business Risk & Audit function focused on the impact of COVID-19 and took action to more rigorously monitor and improve the key controls most relevant to these crises, with the close involvement of local management. Furthermore, the function limited its scope to the audits of the most relevant financial and operational processes that changed in the pandemic. The Committee discussed the management letters of the external auditors (both Deloitte and BDO). The key findings particularly concern the following observations:

• In connection with COVID-19, Deloitte and BDO have selected a number of critical controls for
  testing;
• The maturity levels of key financial processes remain high;
• The key audit matters include the IT environment and the documentation of controls;
• Randstad continues to focus on improving general IT controls;
• The 'tone at the top' is good;
• Furthermore, there was a limited number of fraud cases, which were not material.

Randstad aims to improve internal control in the various country organisations each year in order to raise it to a higher level. Since the start of the pandemic, a quarterly company-wide risk analysis is carried out, partly based on the risks that local management of all local companies reported via the risk register. And, as usual, they perform a key control self-assessment every six months. The Business Risk & Audit function in turn independently tests the quality of control in the various operating companies and compares the internal audit results with the management's self-assessments. Every six months, the results are discussed