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") to inter 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:

Mr. Zandbergen as executive director with the title of Chief Executive Officer;
Ms. Geirnaerdt as executive director with the title of Chief Financial Officer;
Mr. Sakamoto as executive director with the title of Chief Integration Officer; and
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).