1

November 2017

CONTACT US: Jarle Mørk Clairfield Norway Email: j.mork@clairfield.com

Industry snapshot

STAFFING

2

STAFFING: A 400 BILLION EURO INDUSTRY WHERE EUROPE HOLDS APPROXIMATELY 1/3, SERVED BY MANY LARGE PLAYERS

Source: World Employment Confederation – Economic Report 2017 edition; Clairfield analysis

GLOBAL MARKET SIZE (EUR BILLION) 2015 REVENUE SPLIT BY TOP 15 COUNTRIES (EUR BN) PENETRATION RATE* 2015 EUROPEAN COUNTRIES

AGENCY WORK* HEADCOUNTS EUROPE (MILLION) SECTORIAL DISTRIBUTION KEY EUROPEAN PLAYERS

+6.0% +6.0%

+3.7%

2018E

43

6

2017E

41

1

2016

38

8

2015

37

4

USA 116

8

Canada 11

Netherlands 12

Australia 12

France 18

Germany 30

China 30

Japan 38

UK 43

Sum 374

Other 33

Spain 3

South Africa 4

India 4

Belgium 5

Switzerland 7

Italy

2.7

%

Luxe

mb

ou

rg

2.8

%

Net

her

lan

ds

3.0

%

UK

3

.8%

0.2

%

Ro

man

ia

0.3

%

Cro

atia

0

.5%

La

tvia

0

.6%

Sp

ain

0

.6%

Es

ton

ia

0.6

%

Den

mar

k 0

.8%

Cze

ch R

epu

blic

1

.0%

No

rway

1

.1%

It

aly

Gre

ece

0.1

%

Lith

uan

ia

1.2

%

Fin

lan

d

1.2

%

Po

lan

d

1.3

%

Swed

en

1.6

%

Swit

zerl

and

Hu

nga

ry

1.8

%

Po

lan

d

2.0

%

Fran

ce

2.1

%

Bel

giu

m

2.2

%

Ger

man

y 2

.4%

Top 15 countries represents +90%

where Europe accounts for 1/3

Hungary

0.8 Poland 0.8

Germany

Netherlands

Estonia 0.0 Bulgaria 0.0 Greece 0.0 Croatia 0.0

Austria 0.2 Czech Republic 0.3

Switzerland 0.3 Spain 0.6

Belgium

0.9 UK 1.2

France 2.0

Sum

0.1

Romania 0.1 Norway 0.1

Denmark 0.0 Luxemburg 0.0

9.1

0.1 Portugal 0.1

Sweden 0.2

0.6 Italy 0.6

Finland

Hu

nga

ry

Po

lan

d

Luxe

mb

ou

rg

No

rway

Net

her

lan

ds

Spai

n

25%

Ro

man

ia

UK

38%

27%

13%

47%

Swit

zerl

and

Swed

en

26%

28%

70%

15%

20

%

11%

37%

8%

Gre

ece

Cze

ch R

epu

blic

Esto

nia

Fran

ce

Ger

man

y

34%

6%

38%

30%

53%

57%

32%

83%

36%

18%

18%

14%

44%

24%

65%

58%

70%

40%

10%

59%

19%

21

%

30%

57%

22%

17%

23%

15%

27%

Au

stri

a

10%

Bel

giu

m

15%

38%

24%

13%

Services Public Administration

Agriculture Manufacturing Construction

Other

*share of working population

*Main segment of staffing with an 95% share

3

2.5 %

1.6 %

4.1 %

3.0 %

3.8 %

4.0 %

4.1 %

4.4 %

4.5 %

5.5 %

5.0 %

6.3x

11.4x

8.3x

12.4x

10.3x

10.6x

10.5x

10.8x

10.6x

8.9x

10.6x

0.16x

0.18x

0.34x

0.37x

0.39x

0.42x

0.43x

0.47x

0.48x

0.49x

0.53x

RELATIVELY CONSISTENT VALUATION AMONG PEERS – HIGHLY ACTIVE M&A MARKET

Source: Factset, MergerMarket, Clairfield analysis

EV/SALES

KEY MARKET CONSOLIDATORS

EV/EBIT

SELECTED TRANSACTIONS (EUR MILLION)

EBIT% LISTED PLAYERS

Median:

0.42x

Median:

10.6x

EUR 22.7 billion in total revenue with 60% stemming from Europe 5100 branches in over 60 countries 700,000 associates on assignment daily Involved in 48 deals

USD 19 billion in total revenue (all segments) with 12.5 located in Europe Over 600,000 people employed every day Involved in 24 deals

EUR 20.7 billion in revenue 4752 offices in 39 countries with 32,280 corporate employees 626,300 people employed every day Involved in 60 deals

TARGET BUYER EV EV/SALES EV/EBITDA EV/EBIT

0.3x 5.0x 9.6x

0.2x 5.1x N/A

0.3x 5.8x 6.6x

9.0x

0.4x 11.1x 12.4x

1.4x 7.4x

0.5x 12.4x 37.9x

0.5x 12.5x

72.6

102.5

132.4

50.5

183.9

70

110.6

136.5

France

United Kingdom

Netherlands

Switzerland

United Kingdom

United States

Italy

United Kingdom

United Kingdom

United States

United Kingdom

DATE

01/17

01/17

08/16

03/16

02/16

02/16

12/15

09/15

N/A N/A

N/A

N/A EUR 1.1 billion in revenue 450 locations supplying over 55 million hours of temporary labor annually Acquired 12 companies

Median:

4.1%

4

CLAIRFIELD CREDENTIALS IN STAFFING

France

Advisor to the seller

was sold to

RG32

Sweden

Advisor to the seller

merged with

Advisor to the seller

Denmark

was sold to

Netherlands

Advisor to the buyer

acquired

Netherlands

Advisor to the buyer

acquired

Advisor to the seller

Netherlands

was sold to

Netherlands

was sold to

Advisor to the seller

Belgium / Spain

Advisor to the seller

sold

its Spanish operations

to

management

through an MBO

Germany / Poland

Advisor to the buyer

acquired an equity participation in

France / Spain

Advisor to the buyer

acquired

5

CLAIRFIELD – A GLOBAL PARTNERSHIP OF M&A SPECIALISTS

WORLDWIDE PRESENCE

35+ OFFICES

20+ COUNTRIES

WHERE CLAIRFIELD

IS PRESENT

400+ PROFESSIONALS

Track record in the services sector

80+ SERVICES TRANSACTIONS

CLOSED SINCE 2006

+EUR 2.5 bn CUMULATIVE VALUE OF

SERVICES TRANSACTIONS

CLOSED SINCE 2006