25. Shareholders’ equity and dividends per share

(amounts in millions of €, unless otherwise indicated)

25.1 Shareholders’ equity

General
Early in 2008 the conditions of the preferred shares changed such that preferred shares classify as equity instead of as a liability; the carrying amount of € 165.8 million has been transferred from non-current liabilities to shareholders’ equity. The current conditions of the preferred shares are such that the holders of the preferred shares receive a dividend at the company’s discretion, that dividend is preferred and cumulative, and that the voting rights are 1 vote per 7 preferred shares.

The dividend on preferred shares is reviewed every seven years. The last review took place in November 2005 and the dividend has been set at € 0.284 per preferred share. The next review of the dividend will take place in November 2012. Only the company can propose to the Annual General Meeting of Shareholders to decide to repay the preferred shares.

Authorized and issued capital
Authorized capital is € 75 million (2007: € 50 million) and consists of 325,000,000 (2007: 200,000,000) ordinary shares with a nominal value of € 0.10, a further 75,000 (2007: 50,000) type-A preferred shares with a nominal value of € 500 and 50,000,000 type-B preferred shares with a nominal value of € 0.10.
Issued share capital consists of 169,543,025 ordinary shares (2007: 116,606,865) and 25,200,000 type-B preferred shares (2007: 25,200,000) at year-end.

Share premium
Share premium consists of € 1,850.6 million share premium on ordinary shares (2007: € 432.6 million) and € 163.3 million share premium on preferred shares (2007: € 163.3 million classified under liabilities) at year-end.

Translation reserve
The translation reserve comprises all translation differences arising from the translation of the net investment in activities in currencies other than the euro starting January 1, 2004. Such translation differences are recognized initially in this separate component of shareholders’ equity and recognized in the income statement on disposal of the net investment.
The issue of ordinary shares for the acquisition of Vedior N.V.is related to the acquisition of 78.5% of the shares of Vedior N.V. as per May 16 in a mixed cash/share offering and of 6.5% of the shares of Vedior N.V. as per July 1, 2008. On July 1, 2008, based upon the Extraordinary General Meeting of Shareholders of June 26, 2008, Randstad Holding nv legally merged with Vedior N.V. At that time the remaining outstanding shares (6.5%) of Vedior were acquired.

Number of outstanding ordinary and preferred shares:

	2008				2007
	Ordinary shares		Preferred shares		Ordinary shares		Preferred shares
Outstanding January 1	116,606,865		25,200,000		116,096,328		25,200,000
Issued for acquisition Vedior N.V.	52,702,702		-		-		-
From share-based payment arrangements	233,458		-		510,537		-
Outstanding at December 31	169,543,025		25,200,000		116,606,865		25,200,000

Other information
Refer to note 6 of the company financial statements for the restrictions on the distribution of dividends and the repayment of capital.

The company has various share-based payment arrangements. Additional information with regard to these arrangements is included in note 40. Included in the income statement is an amount of € 13.5 million (2007: € 11.2 million) for share-based payments.

At year-end 2008, 2.7 million stock options and performance shares (2007: 1.8 million) are outstanding, which upon exercise will lead to the issuance of the same number of new ordinary shares.

At December 31, 2008 and 2007, the company held no treasury shares.

Additional information about shareholders’ equity is included in the consolidated statement of changes in Group equity.

25.2 Dividends on ordinary and preferred shares

Dividends paid in 2008 and 2007 on ordinary shares amounted to € 146.0 million (€ 1.25 per share) and € 145.3 million (€ 1.25 per share), respectively. Dividends paid in 2008 on preferred shares amounted to € 7.2 million (2007: € 7.2 million) or € 0.284 per preferred share (2007: € 0.284 per preferred share).
At the Annual General Meeting of Shareholders to be held on March 31, 2009, it will be proposed not to pay any dividend on ordinary shares for the year 2008; for preferred shares it will be proposed to pay a dividend of € 7.2 million. The dividend proposal has not been included as a liability in these financial statements. As of 2008 the dividend on preferred shares is no longer reported under net finance costs but forms part of the profit appropriation.

Dividends on ordinary and preferred shares during recent years are:

	Dividend related to
	2008		2007		2006
Ordinary shares:
- dividend paid during 2007					145.3
- dividend paid during 2008			146.0
- dividend 2008 proposed	-
Preferred shares:
- dividend paid during 2007					7.2
- dividend paid during 2008			7.2
- dividend 2008 proposed	7.2