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Recruit Holdings Co., Ltd. Announces the Group Reorganization and Change in Sub-subsidiary (Update of Disclosure)

Feb. 27, 2018
Recruit Holdings Co.,Ltd.

Recruit Holdings Co., Ltd. (TSE 6098) (the "Company") announced that its Board of Directors resolved today on the particulars of the Group Reorganization, which was previously mentioned in the "Notification of the Group Reorganization and Dividends from Consolidated Subsidiaries," dated September 27, 2017, as detailed below.

1. Particulars of the Group Reorganization

The Company has been preparing the Group Reorganization with its three Strategic Business Units (SBUs) at the core.

As previously announced (*), the Media & Solutions segment and the Staffing segment will be restructured under Recruit Co., Ltd. (formerly Recruit Administration Co., Ltd.) and Recruit Global Staffing B.V. (formerly USG People B.V.) as their SBU Headquarters respectively, and the two companies will hold the shares of the operating companies in their respective business operations. The HR Technology segment, will be operated under RGF OHR USA, Inc. as its SBU Headquarters, but said company will not necessarily hold the shares of all of the operating companies in its corresponding business operations as the Company decided today that it will retain the current subsidiary framework of the HR Technology segment for the time being.

As a result, following the Group Reorganization, the SBU Headquarters and major operating companies of each segment will be as follows.

(*) "Notification of the Group Reorganization and Dividends from Consolidated Subsidiaries," dated September 27, 2017
"Notification of Execution of Company-split (Absorption-type Split) Agreement with the Company's Subsidiary," dated November 14, 2017
"Changes in Corporate Executive Officers," dated November 28, 2017
"Notification of Resolution of the Extraordinary General Meeting of Shareholders," dated January 17, 2018

Segment SBU Headquarters Major operating company(ies)
HR Technology segment RGF OHR USA, Inc. Indeed, Inc.
Media & Solutions segment Recruit Co., Ltd.
(shareholding of the operating companies
in its corresponding business operations)
Recruit Sumai Company Ltd.
Recruit Marketing Partners Co., Ltd.
Recruit Lifestyle Co., Ltd.
Recruit Career Co., Ltd.
Recruit Jobs Co., Ltd.
Staffing segment Recruit Global Staffing B.V.
(shareholding of the operating companies
in its corresponding business operations)"
Recruit Staffing Co., Ltd.
STAFF SERVICE HOLDINGS CO., LTD.
STAFFMARK HOLDINGS, INC.
Chandler Macleod Group Limited

2. Change in sub-subsidiary

As a result of the above Group Reorganization, the following specified subsidiaries will be changed from subsidiaries to sub-subsidiaries.

(Outline of subsidiaries to become sub-subsidiaries)
Media & Solutions segment

(1) Name RGF Hong Kong Limited
(2) Location Unit 2206, 22/F, Wu Chung House,
213 Queen's Road East, Wanchai, Hong Kong
(3) Title and name of the
representative
President & CEO: Takashi Kuzuhara
(4) Description of business HR Media business
(5) Capital HKD 783,623 thousand
(6) Foundation August 7, 2009
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 100%
(8) Date of change April 1, 2018 (planned)
(1) Name RIP 3rd R&D Investment Partnership
(2) Location 8-4-17 Ginza, Chuo-ku, Tokyo
(3) Title and name of the
representative
Partner: Recruit Strategic Partners Co., Ltd.
President & Managing Director: Akihiko Okamoto
(4) Description of business Investment fund business
(5) Capital ¥2,500 million
(6) Foundation September 8, 2011
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 95%
(8) Date of change April 1, 2018 (planned)
(1) Name Recruit Communications Co., Ltd.
(2) Location 8-4-17 Ginza, Chuo-ku, Tokyo
(3) Title and name of the
representative
President and Representative Director: Atsushi Shimizu
(4) Description of business Provision of a range of services in the Recruit Group,
including solutions that help clients attract customers,
web marketing, media production, distribution,
advertising, and customer support
(5) Capital ¥100 million
(6) Foundation May 31, 1971
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 100%
(8) Date of change April 1, 2018 (planned)

Staffing segment

(1) Name Advantage Resourcing Europe B.V.
(2) Location Herikerbergweg 238, 1101CM Amsterdam,
the Netherlands
(3) Title and name of the
representative
Chairman: Hitoshi Motohara
(4) Description of business Staffing business
(5) Capital GBP 32,299 thousand
(6) Foundation December 29, 2004
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 100%
(8) Date of change January 1, 2018
(1) Name RGF Staffing Melbourne One Pty Ltd
(2) Location Level 14, 15 Blue Street, North Sydney, NSW 2060,
Australia
(3) Title and name of the
representative
Chairman: Hitoshi Motohara
(4) Description of business Staffing business
(5) Capital AUD 122,012 thousand
(6) Foundation January 6, 2015
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 100%
(8) Date of change January 1, 2018
(1) Name RGF Staffing Melbourne Two Pty Ltd
(2) Location Level 5, 345 George Street, Sydney, NSW 2000, Australia
(3) Title and name of the
representative
Chairman: Hitoshi Motohara
(4) Description of business Staffing business
(5) Capital AUD 294,892 thousand
(6) Foundation January 6, 2015
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 100%
(8) Date of change November 30, 2017

*As this is an intra-group transfer of subsidiaries, the following items are omitted from the above description: "Relationship between the Company and the company concerned," "Financial position and financial results for the last three years," "Number and amount of shares to be transferred" and "Number of shares held before and after the transfer, and ratio of voting rights held."

*The location, representative, capital, major shareholder and shareholding ratio of each company are based on information prior to the change.


(Outline of the recipient of the transfer of shares)
Media & Solutions segment

(1) Name Recruit Co., Ltd.
(2) Location 8-4-17 Ginza, Chuo-ku, Tokyo
(3) Title and name of the
representative
President and Representative Director::Yoshihiro Kitamura
(4) Description of business Media & Solutions business
(5) Capital ¥350 million
(6) Foundation October 1, 2012
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 100%

*The name, title and name of the representative, description of business and capital represent information assumed as of April 1, 2018.


Staffing segment

(1) Name Recruit Global Staffing B.V.
(2) Location P.J. Oudweg 61, 1314 CK Almere, the Netherlands
(3) Title and name of the
representative
CEO: Rob Zandbergen
(4) Description of business Staffing business
(5) Capital EUR 1
(6) Foundation December 21, 1917
(7) Major shareholder and
shareholding ratio
Recruit Holdings Co., Ltd. 100%

*As this is an intra-group transfer of subsidiaries, the following items are omitted from the above description: "Relationship between the Company and the company concerned," "Net assets and total assets for the immediately preceding fiscal year," "Number and amount of shares acquired," and "Number of shares held before and after the acquisition, and ratio of voting rights held."

3. Future outlook

This matter will not affect the consolidated financial forecasts for the fiscal year ending March 31, 2018 announced on February 14, 2018.