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2016-01-22

Randstad Holding Alerting Service: Randstad receives competition clearance for the acquisition of Proffice

This press release may not be published or distributed, directly or
indirectly, in or into Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa. The Offer is not being made to, nor will any
tender of shares be accepted from, holders in such jurisdictions or
elsewhere where their participation requires further documentation,
filings or other measures in addition to those required by Swedish
law.

Randstad Nordic AB ("Randstad"), a company indirectly owned by
Randstad Holding nv ("Randstad Holding"), announced on 30 November
2015 a recommended cash offer to the shareholders of Proffice AB
(publ) ("Proffice") (the "Offer").

Randstad has now received the necessary competition clearance for
completion of the Offer from the European Commission. As a result,
completion of the Offer is no longer conditional upon receipt of
necessary clearances from authorities.

The last day to accept the Offer is 27 January 2016. Duly completed
acceptance forms shall be delivered or mailed and be received by
Handelsbanken no later than 17:00 (CET) on 27 January 2016.

Settlement will begin as soon as Randstad has announced that the
conditions for the Offer have been satisfied or that Randstad has
otherwise resolved to complete the Offer. Assuming that such an
announcement is made no later than around 1 February 2016, settlement
is expected to begin around 4 February 2016.

Randstad reserves the right to extend the acceptance period for the
Offer, as well as the right to postpone the settlement date.

This press release was submitted for publication on 22 January 2016 at
01:00 p.m. (CET).

Important notice

This is a translation of the original Swedish language press release.
In the event of discrepancies, the original Swedish wording shall
prevail.

Offer restrictions

The Offer is not being made to persons whose participation in the
Offer requires that any additional offer document is prepared or
registration effected or that any other measures are taken in
addition to those required under Swedish law. This press release and
any documentation relating to the Offer are not being published in or
distributed to or into and must not be mailed or otherwise
distributed or sent in or into any country in which the distribution
or offering would require any such additional measures to be taken or
would be in conflict with any law or regulation in such country. Any
such action will not be permitted or sanctioned by Randstad. Any
purported acceptance of the Offer resulting directly or indirectly
from a violation of these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by
use of mail or any other means or instrumentality (including, without
limitation, facsimile transmission, electronic mail, telex, telephone
and the Internet) of interstate or foreign commerce, or of any
facility of national security exchange, of Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa, and the Offer cannot be
accepted by any such use, means, instrumentality or facility of, or
from within, Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa. Accordingly, this press release and any documentation
relating to the Offer are not being and should not be sent, mailed or
otherwise distributed or forwarded in or into Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa.

Randstad will not deliver any consideration under the Offer into
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.

This press release is not being, and must not be, sent to shareholders
with registered addresses in Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa. Banks, brokers, dealers and other nominees
holding shares for persons in Australia, Canada, Hong Kong, Japan,
New Zealand or South Africa must not forward this press release or
any other document received in connection with the Offer to such
persons.

Statements in this press release relating to future status or
circumstances, including statements regarding future performance,
growth and other trend projections and the other benefits of the
Offer, are forward-looking statements. These statements may
generally, but not always, be identified by the use of words such as
"anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to many
factors, many of which are outside the control of Randstad and
Proffice. Any such forward-looking statements speak only as of the
date on which they are made and Randstad has no obligation (and
undertakes no such obligation) to update or revise any of them,
whether as a result of new information, future events or otherwise,
except for in accordance with applicable laws and regulations.

Notice to shareholders in the United States

The Offer is being made for the securities of a Swedish company and is
subject to Swedish disclosure requirements, which are different from
those in the United States. Also, the settlement procedure with
respect to the Offer will comply with Swedish law, which differs from
US domestic tender procedures in certain material respects,
particularly with regard to the date of payment of consideration. The
Offer is being made in reliance upon exemptions afforded by Rule
14d-1(c) under the US Securities Exchange Act of 1934.

It may be difficult for investors in the United States to enforce
their rights and any claim they may have arising under federal
securities laws since the companies are located in a non-US
jurisdiction, and some or all of their officers may be residents of
non-US jurisdictions. Such US investors may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. It may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's judgment.

In accordance with normal Swedish market practice, Randstad, its
nominees or its brokers (acting as agents) may from time to time make
certain acquisitions or arrangements to acquire Proffice shares
outside the United States, other than pursuant to the Offer, before
the Offer commences and through the expiration of the Offer. These
acquisitions may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such acquisitions will be disclosed to the extent required by
Swedish law or rules or regulations.

The offer in the United States is being made solely by Randstad and
not by any other person.

Randstad Holding nv

http://www.ir.randstad.com/news-and-events/press-releases.aspx

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http://feed.ne.cision.com/client/waymaker1/WOLReleaseFile.aspx?id=338046...
http://mb.cision.com/Public/13577/9900885/9434e2d85762a847.pdf

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