Randstad Nv · EURONEXT:RAND
Randstad Nv — Shareholder Meeting (January 2013)
22 slides from Randstad Nv's shareholder meeting presentation, Jan 16, 2013
Slide 1: Extraordinary meeting of shareholders
extraordinary meeting of shareholders Supervisory board Executive board Randstad Holding nv January 16, 2013
Slide 2: Disclaimer
disclaimer certain statements in this document concern prognoses about the future financial condition, risks, investment plans and the results of operations of Randstad Holding and its operating companies as well as certain plans and objectives. Obviously, such prognoses involve risks and a degree o
Slide 3: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 4: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 5: Our financing policy
our financing policy Financing policy Randstad aims at sound financial position leverage ratio in between 0 and 2x EBITDA commensurate with investment grade financing in place for expected long-term needs using our balance sheet to finance organic growth and acquisitions Committed Financing syndicat
Slide 6: Changing financing mix
changing financing mix long-term stability needed in an uncertain environment new financing size status uncommitted ~ € 300M available credit lines forward-start syndicated credit € 1,420M available facility medium-term < 5 years Japanese syndicated credit ~ € 75 M available facility other credit fa
Slide 7: Preference shares B in place since 1998
preference shares B in place since 1998 adjusted dividend yield long-term fully committed capital classified as equity total share capital of € 165M 25.2 million issued shares 3.6 million voting rights, in line with capital contribution (2.0% of total voting rights) dividend yield: 6 – 7 years Dutch
Slide 8: New: preference shares C
new: preference shares C attracting financing capacity, lowering our leverage ratio long-term fully committed capital classified as equity total share capital of € 140M 50.1 million shares to be issued two series C1 (Randstad Beheer) and C2 (other investors) € 0.10 nominal value per share 5.6 millio
Slide 9: Preference shares B + C
preference shares B + C Other changes in terms for preference shares B and C equal ranking for holders preference shares B and C anti-dilution arrangement voting rights via power of attorney to investors conversion right only in case of change of control Summary total committed capital € 305 million
Slide 10: Share capital of Randstad Holding nv
share capital of Randstad Holding nv post-transaction Share capital Issued capital Voting rights Nominal value (post transaction) Ordinary shares 172,072,912 172,072,912 € 0.10 Preference shares B 25,200,000 3,600,000 € 0.10 Preference shares C 50,130,352 5,600,000 € 0.10 C1 14,566,133 1,000,000 € 0
Slide 11: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 12: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 13: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 14: Performance share plans
performance share plans repurchasing shares to offset dilution performance share plans available for senior management executive board has authorization to issue shares up to 3% of issued ordinary share capital dilution of existing shareholders anti-dilution clause on preference shares characteristi
Slide 15: Performance share plans
performance share plans repurchasing shares to offset dilution example PSP plan 2010 granted number of shares 519,695 assumed TSR performance leads to 100% allocation issue of shares on February 14, 2013: 519,695 (0.3% of ordinary shares) buy back during open period February shares will be bought PS
Slide 16: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 17: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 18: Proposal to appoint Mr François Béharel as member of the executive board
proposal to appoint Mr François Béharel as member of the executive board French nationality, 42 years joined Vedior in 1999 as a regional manager became President and CEO of Randstad Group France in 2008 appointed for a period of 4 years (2016) responsible for France, Spain, Portugal, Brazil, Argent
Slide 19: Progress 2012: changes in leadership
progress 2012: changes in leadership Ben Noteboom • Australia, New Zealand, China, Hong Kong, Singapore & Malaysia • Concepts, Legal, HR, Marketing & Communications, Public Affairs chairman & CEO and Innovation Robert Jan van de Kraats • Japan, India • Control, strategy and M&A, Finance & Accounting
Slide 20: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 21: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
Slide 22: Agenda
agenda 1. Opening 2. Proposal to amend the articles of association of Randstad Holding nv 3. Proposal to grant the Executive Board the authority to issue preference shares C 4. Proposal to authorize the Executive Board to repurchase ordinary shares 5. Proposal to appoint Mr François Béharel as membe
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