Information for shareholders

Vedior seeks an open dialogue with investors and analysts while, at the same time, observing its legal obligations relating to confidentiality. Through active engagement with current and prospective shareholders, Vedior endeavours to achieve an accurate valuation for the Group’s shares and ensure that investors’ risk perception is realistic.

The Group is committed to providing high quality, meaningful and timely information to investors and analysts in order to improve the market’s understanding of the Company and to ensure that the entire market has access to price-sensitive information at the same time. Through its communications with the financial community, Vedior provides information on key value drivers, business strategy, threats and opportunities, and insights into the key ratios which the Group uses to track its own performance.

During the year under review, senior management held frequent meetings with financial analysts and existing and prospective institutional investors. Senior management also participated in several investor conferences as well as group meetings arranged by brokers in the United Kingdom and continental Europe. Vedior provides analysts and investors the opportunity to meet members of the Board of Management and other senior corporate personnel, a number of whom participated in meetings during the course of 2007.

Results are published quarterly as Vedior believes that this provides greater financial discipline and more transparency. Each quarter, the Group holds a conference call for analysts and investors where senior management are available to discuss results in more detail and answer any questions which may arise, supplemented by a web cast twice a year.

Important information for shareholders 

On 3 December 2007, Vedior and Randstad announced that they have reached conditional agreement to combine the two companies. The combination will be achieved by means of a public offer for outstanding shares of Vedior in a mixed cash and share exchange offer, comprising €9.50 in cash and 0.32759 Randstad shares for each Vedior share.

The proposed transaction will create:

• The second largest HR services company worldwide, with combined revenue of €17.6 billion and operating profit of €938 million.
• An industry champion with leading positions in key markets across the world.
• A global leader in the professional staffing segment and offering a broader range of services than any competitor.
• An enhanced platform for growth from increased exposure to attractive growth markets with currently low staffing penetration rates.
• A truly diversified geographic mix.
• Significant realisable and tangible synergies.
• Significant additional upside potential from cross-selling opportunities and sharing of best practices.

The proposed transaction requires regulatory and competition approvals and clearances, and Vedior will also complete all requisite employee consultation and information processes.

Once the Offer is declared unconditional, it is intended that Vedior’s shares will be delisted from Euronext Amsterdam. Furthermore, subject to the necessary thresholds being reached, Randstad expects to effect a legal merger or to take such other steps to delist Vedior shares and/or acquire shares not otherwise acquired by it.

Further information, including an indicative timetable, can be found on Vedior’s corporate website.

How shareholders can exercise their voting rights

Each shareholder can exercise their voting rights during a General Meeting of shareholders by attending the meeting in person or by authorising a third party to attend the meeting and vote on their behalf. Shareholders who are unable to attend the meeting in person can also give a voting instruction to Vedior.

Each shareholder should register their shares as specified in the notice for a General Meeting of shareholders. The notice and instruction voting form as well as any other documents for a General Meeting of shareholders are posted on Vedior’s corporate website www.vedior.com, well in advance of the meeting.

Vedior shares

Following the cancellation of the preference B shares in July 2007 and the abolition of the bearer depositary receipt structure, Vedior only has one class of shares, listed on Euronext Amsterdam, with a face value of €0.05. At the end of the financial year 174,071,174 shares were in issue.

Development in the number of shares outstanding during 2007

As at 31 December 2006	171,283,462
Issued in 2007
for the USA employee stock purchase plan	103,274
for employee share and option related incentive schemes	2,684,438
Shares placed and outstanding at 31 December 2007	174,071,174

Share price performance January - December 2007

Vedior intends paying a slightly increased dividend each year. The pay out ratio may vary between 25% to 50% of annual net distributable earnings per share. This year’s proposed dividend payment equals 27% of earnings per share, excluding non recurring items.

As per 31 December 2007, Vedior’s voting capital consisted of 174,071,174.

The following interests are known under the Dutch Financial Supervision Act, as per 31 December 2007, and have been disclosed to the Netherlands Authority for the Financial Markets (‘AFM’):

Fortis Utrecht N.V.		1.91%
UBS AG		4.17%
ING Groep N.V.		10.22%
Randstad Holding NV		15.03%

Publication of first quarter 2008 results		25 April 2008
Annual General Meeting of shareholders in 2008		25 April 2008*
Declared ex dividend		29 April 2008
Dividend made payable		6 May 2008
Publication of half-yearly 2008 results		24 July 2008
Publication of third quarter 2008 results		23 October 2008
Publication of annual results 2008		5 February 2009

* In 2008, the Annual General Meeting of shareholders will be held on Friday, 25 April at the Okura Hotel in Amsterdam, starting at 10.00 am.

Following the outcome of the proposed transaction with Randstad, the financial agenda is subject to revision as warranted.

Further information on Vedior, including copies of all media releases, presentations, annual reports and share (price) information can be obtained from our website at www.vedior.com.

• For investor information contact investor-relations@vedior.com
• For media enquiries contact press@vedior.com
• Telephone +31 (0)20 573 5600

Vedior endeavours to provide comprehensive responses to questions in a timely fashion while at the same time being aware of its obligations with regard to information which may be price sensitive.

Vedior shares are listed on the stock exchange of Euronext Amsterdam and included in the AEX index, which comprises the 25 most active securities traded in Amsterdam; symbol VDOR. Since 9 March 1999, options on Vedior shares are traded on the Amsterdam Option Exchange; symbol: VDR.

According to Capital Precision’s Global Shareholder Identification Survey held in January 2008, an estimated 8% of the outstanding shares are held by retail/private investors in the Netherlands. The remainder of shares are held by institutions, of which the geographical distribution is as follows: