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2016-06-01

USG People NV: Recruit declares its public offer for USG People unconditional

Joint press release

Highlights

* Recruit declares its recommended public offer for all shares in USG People
unconditional.
* 94.85% of Shares tendered for acceptance.
* All Offer Conditions have been satisfied or waived.
* Settlement will take place on 7 June 2016.
* Remaining Shares can be tendered in a Post-Closing Acceptance Period
commencing on 2 June 2016 and ending on 15 June 2016.

Tokyo, Japan and Almere, the Netherlands, 1 June 2016

Recruit and USG People today announce that Recruit has declared its previously
announced recommended public offer (the "Offer
") for all of USG People's issued and outstanding ordinary shares (the "Shares
") unconditional. At 17:40 hours CET on 30 May 2016, (the "Acceptance Closing
Time
"), approximately 94.85% of the Shares had been tendered to Recruit pursuant
to the Offer.

Acceptance

At the Acceptance Closing Time, 76,937,783 Shares, representing approximately
94.85% of the Shares and an aggregate value of approximately EUR
1,346,411,202.50 (at an Offer Price of EUR 17.50 per Share (cum dividend)),
had been tendered to Recruit pursuant to the Offer. Recruit waives the
minimum acceptance level condition, whilst all other conditions to the Offer,
as described in the Offer Memorandum, have been satisfied.

Settlement date

In accordance with the terms of the Offer, USG People shareholders
("Shareholders
") who accepted the Offer will receive an amount in cash of EUR 17.50 per
Share (cum dividend) (the "Offer Price
") for each Share validly tendered (or defectively tendered provided that such
defect has been waived by Recruit) and delivered (geleverd
) under the terms and conditions and subject to the restrictions of the Offer.

Settlement of the Offer will take place and payment of the Offer Price per
validly tendered Share shall be made on 7 June 2016 (the "Settlement Date
").

Following the Settlement Date, Recruit will hold 76,937,783 Shares,
representing approximately 94.85% of the Shares.

post-closing acceptance period (na-aanmeldingstermijn
)

Recruit grants those Shareholders who have not tendered their Shares during
the initial acceptance period the opportunity to tender their Shares in a
post closing acceptance period (na-aanmeldingstermijn
) commencing at 09:00 hours CET on 2 June 2016 and expiring at 17:40 hours CET
on 15 June 2016 (the "Post Closing Acceptance Period
"). Shareholders can tender their Shares during the Post Closing Acceptance
Period in the same manner and subject to the same terms and conditions as
described in the Offer Memorandum.

Shareholders who tender their Shares during the Post Closing Acceptance Period
shall not have the right to withdraw such tendered Shares.

Shares validly tendered (or defectively tendered provided that such defect has
been waived by Recruit) during the Post Closing Acceptance Period will be
accepted immediately. Recruit shall procure payment for the Shares that are
validly tendered (or defectively tendered provided that such defect has been
waived by Recruit) and delivered (geleverd
) during the Post Closing Acceptance Period within five (5) Dutch Business
Days of the last day of the Post Closing Acceptance Period. Recruit cannot
guarantee that Shareholders will receive the payment within such period.

Recruit will publicly announce the results of the Post Closing Acceptance
Period and the total amount and total percentage of Shares held by it in
accordance with article 17, paragraph 4 of the Decree ultimately on the third
(3rd) Dutch Business Day following the last day of the Post Closing
Acceptance Period.

GOVERNANCE AMENDMENTS, BOARD APPOINTMENTS and resignations

On the Settlement Date, the articles of association of USG People will be
amended (the "Amendment
") tointer alia
introduce a new board structure with a one-tier board (the "New Board
") comprising of three executive directors and four non-executive directors.
As per the Amendment taking effect, the appointments of the following persons
to the New Board will become effective:

1 Mr. Zandbergen as executive director with the title of Chief Executive
Officer;
2 Ms. Geirnaerdt as executive director with the title of Chief Financial
Officer;
3 Mr. Sakamoto as executive director with the title of Chief Integration
Officer; and
4 Mr. Motohara, Mr. Oka, Mr. Maude and Mr. Nishimura as non-executive
directors, whereby Mr. Motohara is appointed as Chairman of the New Board.

Further, as per the Amendment taking effect, the resignations of all current
members of the Supervisory Board will become effective.

implications of the offer being declared unconditional

If, following the settlement date for Shares tendered during the Post Closing
Acceptance Period, Recruit holds at least 95% of the Shares, Recruit will
initiate a Statutory Buy-Out or Takeover Buy-Out as soon as possible in order
to acquire the remaining Shares not tendered. Reference is made to Section
5.16.2 (Buy-Out
) of the Offer Memorandum.

No Dutch dividend withholding tax (dividendbelasting
) is due upon disposal of the Shares under the Buy-Out. The Dutch income tax
consequences of the Buy-Out are the same as the Dutch income tax consequences
of the Offer.

Shareholders who have not tendered their Shares under the Offer should
carefully review the Offer Memorandum (in particular Sections 5.12 through
5.16), which describe certain risks they are subject to if they elect not to
accept the Offer and certain measures Recruit may take to achieve its
objective to acquire 100% of the Shares.

These risks include the possibility that Recruit will initiate a Statutory
Buy-Out, Takeover Buy-Out or take any Post Closing Measures as referred to in
Sections 5.16.2 (Buy-Out
) and 5.16.3 (Other Post Closing Measures
) of the Offer Memorandum.

Delisting

If, following the settlement date for Shares tendered during the Post Closing
Acceptance Period, Recruit holds 95% or more of the Shares, Recruit and USG
People will as soon as possible seek to procure (i) the delisting of the
Shares from Euronext Amsterdam and (ii) the termination of the listing
agreement between USG People and Euronext Amsterdam in relation to the
listing of the Shares. This may adversely affect the liquidity and market
value of any listed Shares not tendered. Reference is made to Sections 5.14
(Liquidity
) and 5.15 (Delisting
) of the Offer Memorandum.

Announcements

Any further announcement in relation to the Offer will be issued by press
release. Any joint press release issued by Recruit and USG People will be
made available on the website of USG People (www.usgpeople.com). Subject to
any applicable requirements under the Applicable Rules and without limiting
the manner in which Recruit may choose to make any public announcement,
Recruit will have no obligation to communicate any public announcement other
than as described above.

OFFER MEMORANDUM, POSITION STATEMENT and further information

Recruit has made the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum. In addition, on 31 March 2016
USG People has made available the Position Statement, containing the
information required by article 18, paragraph 2 and Annex G of the Decree in
connection with the Offer.

The information in this announcement is not complete and additional
information is contained in the Offer Memorandum and the Position Statement.
Terms not defined herein shall have the meaning as set out in the Offer
Memorandum.

Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice where appropriate to reach
a balanced judgment in respect of the contents of the Offer Memorandum and
the Position Statement and the Offer itself. In addition, Shareholders may
wish to consult with their tax advisors regarding the tax consequences of
tendering their Shares under the Offer.

Digital copies of the Offer Memorandum are available on the website of USG
People (www.usgpeople.com). USG People's website does not constitute a part
of, and is not incorporated by reference into, the Offer Memorandum. Copies
of the Offer Memorandum are also available free of charge at the offices of
the Exchange Agent at the address mentioned below.

FOR MORE INFORMATION, PLEASE CONTACT:

The Exchange Agent:

ING Bank N.V. (Attention: Sjoukje Hollander/Remko Los)
Address: Foppingadreef 7, 1102 BD Amsterdam, the Netherlands
Location code TRC.02.039
Telephone: +31 20 563 6546
Fax: +31 20 563 6959
E-mail: iss.pas@ing.nl

The Information Agent:

Georgeson (Attention: Kirsten van Rooijen)
Address: Westplein 11, 3016 BM Rotterdam, the Netherlands
European Shareholder Toll-free Helpline: 00800 3817 3817
E-mail: usgpeople@georgeson.com

-------------------------------------------------------------------------------------
| Recruit: USG |
| People: |
|Graeme Maude |
|Managing Director of Business Development Dirk Veerman |
|Global Staffing Business Corporate Director IR and Communications |
|Telephone: +44 (0) 7912 465 209 Telephone: +31 (0)36 529 95 25 |
|press@r.recruit.co.jp dveerman@usgpeople.com |
-------------------------------------------------------------------------------------
Advisors

In connection with the transaction, Recruit's financial advisor is Nomura
International plc, and its legal advisor is Linklaters LLP, Amsterdam office.
On behalf of USG People, Bank of America Merrill Lynch International Limited,
Amsterdam Branch is acting as financial advisors and Allen&Overy LLP,
Amsterdam office is acting as legal advisor.

Notice to U.S. holders of USG
People Shares

The Offer is being made for the securities of USG People, a public limited
liability company incorporated under the laws of the Netherlands, and is
subject to Dutch disclosure requirements, which are different from certain
United States disclosure requirements. The Offer is being made in the United
States in reliance on, and compliance with, article 14(e) of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act
"), and the rules and regulations promulgated thereunder, including Regulation
14E. The Offer is being made in the United States by Recruit and no one else,
including its financial advisers.

In addition, Shareholders whose place of residence, seat or place of habitual
abode is the United Stat...

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