Recruitment – A Private Equity Perspective

1. Recruitment – A Private Equity Perspective Chris Harper Managing Director Baird Capital Partners Europe

2. About The Presenter Chris Harper • 25 years within private equity • Managing Director at Baird Capital Partners • Significant experience of investing in the sector: 2

3. Aston Carter 01 Feb 2011 23:49 GMT Chris Harper, director of BCPE, said: “Aston Carter was our 10th investment in the human capital sector and demonstrates that a focused strategy of investing in sectors that we know will realise strong results. Aston Carter Baird US introduced the acquirer of the business • Actions: • Accessed Baird resources to develop strategy for overseas growth and exit • Introduced John Hubert as non-executive Chair, recruited new CFO and developed senior management structure • Incentivised the senior managers to drive continued growth whilst retaining the motivation of the founders • Significantly improved MIS reporting and financial/cash management to support growth • Baird US introduced the acquirer of the business via business solutions conference • Results: • Geographic expansion (Netherlands, Singapore, Hong Kong, UK, France, Sweden) • Built the customer base significantly by further penetrating core FS sector customers, developing new customers and growing consulting/corporate accounts • Paid debt down c. 40% • Rapid execution of strategy supported the business in the recession and has enabled rapid profit growth early in the recovery ‘2012 SE Mid-Market Management Team of the Year’ Value Creation (£ in millions) Led to 2.5MMX exit 3

4. Baird: Human Capital is a core focus across the group • Private Equity • Investing • Investment Banking • Advising • Equity Capital markets • Researching 4

5. Unparalleled Experience Baird’s HCS Platform Human Capital Services Focus HR Outsourcing Services HR Technology • Dedicated coverage of all major human capital sectors • Staffing • HRO/BPO • RPO • PEO • Payroll • Benefits Admin. • Recruiting • HR ERP • Corporate Training • Transaction Experience • Over 80 M&A and equity transactions since 1995 (1) 1) Illustrates select, relevant market participants. HR Professional Services 5

6. Mark Marcon Current Coverage Experienced and Dedicated Research Senior Research Analyst, Human Capital Services • Over the past 12 years, focused on building the leading position covering the Human Capital Services sector • Prior to joining Baird, spent six years with Wachovia • Publishes Human Capital Services Metrics, Analysis, and Perspective on a monthly basis (“HCS MAP”) Human Capital Services Boiler (BoilerMod: 09/19/11) 6

7. Modified Boiler(09/19/11) A Long History and Commitment to the Human Capital Sector Track record of successful transactions provides access to, and credibility with, the global buyer group Human Capital Services Boiler (BoilerMod: 06/30/11) Undisclosed Value 2005 1997 1998 1999 2000 2001 2002 2003 2004 2006 2007 2007 2008 2009 2010 2011 2012 7

8. Selected 2012 Conference Attendees 2012 Key Statistics Annual Business Solutions Conference Over 700 total attendees, with 850 one-on-one meetings held 19Number of years Baird has hosted its Annual Business Services Conference 71Number of companies presenting at the conference 194Institutional investors in attendance 183Private equity sponsors in attendance 8

9. The Recruitment Industry is attractive to PE Investors 9

10. What makes the sector attractive to Private Equity? • A business where shareholders are open to investment • Large number of recruitment businesses led by hungry smart people • That will enable the value of the investment to double in value over 4 to 5 years • Proven ability to grow profits (cycles allowing) • That could be made attractive to a buyer at the time of exit • Good history of M&A, secondary and IPO markets providing exits 10

11. Key Investment Criteria • Where we are in the cycle • Valuation • Management depth and capability • Positive market dynamic • High quality company • Clear exit potential 11

12. Indexed Share Price Performance Since 31 October 2008 Staffing Sector – Indexed Share Price Performance The general staffing market is recovering from early 2009 trough levels, although remains sensitive to economic conditions and sentiment 80.9% 79.8% 37.8% 27.2% 26.0% 8.2% Source: Capital IQ as of 22 June 2012. 12

13. Valuation • Factors influencing valuation • Primarily: • Profits • Scale • Other factors: • Sector • Financial dynamics (margin, drop down) • Perm v contract 13

14. 10 Year Median EV / EBITDA (LTM) Median Revenue Growth Median EBITDA Margin Staffing Sector – Valuation and Operating Performance Median EV / EBITDA Multiple 2012E 2011A Source: Company accounts, Bloomberg and Capital IQ as of 22 June 2012. Note: All figures are calendarised to 31 December year end.. 14

15. Staffing – Small Cap (EV / NTM EBITDA) Commentary Staffing Sector – Historical Valuation Analysis Staffing – Large Cap (EV / NTM EBITDA) • Full year 2011 and Q1 2012 results have generally been inline or above expectations: • North American markets continued to grow modestly • European markets were more robust than forecast • Cyclical vs. structural growth catalysts within Large Cap portfolios • Cyclical GDP growth (post recovery) will fade over the next few years to a normalised level • Limited structural upsides in most developed markets • Structural growth opportunities in emerging markets remain a key growth catalyst • Wide disparity in valuation exists amongst Small Cap staffing companies as geographic and end market focus are key differentiating factors Total Mean: 9.8x Total Median: 10.0x Mean: 7.2x Mean: 10.3x Median: 6.7x Median: 10.0x 2004 2004 2005 2005 2008 2008 2009 2009 2010 2010 2006 2006 2007 2007 2011 2011 2012 2012 Total Mean: 6.7x Total Median: 6.2x Mean: 8.5x Median: 8.5x Mean: 3.7x Median: 3.3x Source: Capital IQ as of 22 June 2012. 15

16. Staffing – Mid Cap North America (EV / NTM EBITDA) Staffing – Mid Cap Europe (EV / NTM EBITDA) Commentary Staffing Sector – Historical Valuation Analysis (cont’d) • North American Mid Cap valuation levels are more subdued as earnings recovery was underway • North American Mid Cap staffing companies have seen top line year on year growth in 2011 despite sluggish economic conditions • European Mid Cap companies showed a significant improvement in Q1 2012 following a comparatively subdued H2 2011 • Higher European multiples also reflect the better business and margin profile of constituents of the European index • However economic concerns in Europe have impacted valuations, which have recovered in Q1 2012 as European economies began to stabilise – uncertainty remains ongoing Total Mean: 8.1x Total Median: 7.5x Mean: 7.7x Mean: 6.6x Median: 7.4x Median: 5.7x • Margin recovery remains a key value driver as operating leverage are expected to further improve through the recovery 2004 2004 2005 2005 2008 2008 2009 2009 2010 2010 2006 2006 2007 2007 2011 2011 2012 2012 Total Mean: 8.9x Total Median: 9.4x Mean: 10.8x Median: 10.8x Mean: 5.6x Median: 5.6x Source: Capital IQ as of 22 June 2012. 16

17. Select Public Companies – Supplementary Financial Data (Local currency in millions, except per share data) Source: Capital IQ as of 22 June 2012, research and press articles. 17

18. Private Equity Valuations Debt availability is currently a brake on valuations Private equity multiples are in the range 5.5x to 7.5x EBITDA 18

19. Other Investment Considerations Geographic footprint Activities, sector coverage & focus Scalable and repeatable Can I make a return out of an investment in this business NFI, margins, profits, flexibility Client dependency Quality of earnings Contract vs Perm Management Growth left ‘on the table’ 19

20. Summary • Sector is attractive to private equity buyers • Valuations are: 5.5x to 7.5x LTM EBITDA • Debt availability is currently a brake on both valuations and ability to execute • Critical success factors include: • Management for now and at exit • Clear vertical sector focus and discipline • Scale and geography • Exit planning: Ultimately being able to answer the question...Who will buy and why? 20

21. Thank You 21