Report Author. Tim Evans Managing Director Tel: +44 (0)

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1 Quarter eing Our Quarterly M&A Review summarises M&A deals, valuations, a uerlying M&A tres in the Recruitment & Resourcing sector covering contract, staffing, interim, permanent, executive search a online recruitment, recruitment process outsourcing (RPO), veor managed services (VMS), a supporting recruitment services a technologies. Key Highlights M&A deals in the quarter were dominated by smaller sub 10m deals (60%), reflecting global political uncertainties in the,, a the US which held up completion of the larger deals that carry more risk to buyers. See page 2 & 3 The best quoted share price performance by region in the recruitment a resourcing sector came from Asia Pacific whose quoted businesses all increased share price over the quarter. See page 4 There was a particuarly high level of deals in the quarter in which small recruiters (EV sub 10m) exited their legacy private equity backers through sponsorless management buyouts. See page 2 & 3 quoted companies performed well as the impact of Brexit continued to be less than previously expected although by the e of Q2 some were reporting partial softenings of earnings. See page 4 M&A Specialists in the Human Capital sector Boxington is an international M&A advisory boutique specialising in Human Capital services a technologies that attract, supply, develop a manage talent a workforces. Report Author Tim Evans Managing Director Tel: +44 (0) twe@boxington.co.uk Boxington Corporate Finance 2017 Disclaimer The information contained in this document has been compiled by Boxington Corporate Finance Limited ( Boxington ) a includes material obtained from published sources that Boxington uses regularly but has not been verified. No reliance may be placed for any purposes whatsoever on the contents of this document or on its completeness. No representation or warranty, express or implied, is given a no responsibility or liability is or will be accepted by or on behalf of Boxington or by any of employees, agents or any other person as to the accuracy, completeness or correctness of the information contained in this document or any other oral information made available a any such liability is expressly disclaimed. The information contained in this documents should not be construed as an offer or solicitation to buy or sell any financials securities. This document a its contents may not be reproduced, redistributed, modified or passedon, directlyor iirectly, to any otherpersonor published, in whole or in part, forany purposeby its addressees without the prior writtenconsentof Boxington. 1

2 Selected transactions in Q Buyer/Investor Acquisition Acquisition description Gravitas Recruitment Group Limited Atlas Global Search Pty Ltd Quarter eing Executive search services provider, specialising in the global financial markets, energy & oil & gas sectors Value (GBP) Cross Country Healthcare, Inc (peing completion) Advantage AN LLC (peing completion) Healthcare recruitment services in the US, specialising in the placement of travel nurses 68.4 DLSI SA EMO Sas Temporary recruitment of carpenters for the manufacturing & installation iustries Programmed Maintenance Services Ltd OneShift Pty Ltd Operator of online recruitment website Private group led by Eless Affinity Workforce (previously Capita Specialist Recruitment) Public sector recruitment services for the education, healthcare & social care sectors Cpl Resources Plc RIG Healthcare Ltd Management buy-out ICG Medical Limited Specialist staffing agency for the Public & Private healthcare sectors, including locum staffing solutions Permanent, temporary & contract recruitment services for the healthcare sector 8.1 May Russell Taylor Holdings Limited Transline Group (Qualitycourse Limited) Recruitment services for the manufacturing, warehouse & logistics sectors in the May Management buy-out Directorbank Group Ltd May Management buy-out BIE Executive Limited Executive search services for privately owned, private equitybacked & AIM-listed companies Recruitment consultancy services including executive search & interim management May Private group Led by TPG Growth Medical Solutions LLC Healthcare recruitment services including travel nurses, managed services & flexible staffing needs for hospitals 390 May Hydrogen Group Plc Argyll Scott Ltd May Head Group Ltd Change Recruitment Group Ltd May Staffline Group Plc Brightwork Ltd April Private group led by GTCR LLC Careerbuilder LLC April H.L. Yoh Co. LLC Embedded Resource Group, Inc. April BG Staffing, Inc. Zycron, Inc. April Sodexo SA Prestige Nursing Ltd April 4c Executive Placement Ltd MSL Search & Selection Ltd April Management buy-out DP Connect Ltd April Xcel Sales Ltd Precise Target Recruitment Ltd April Management buy-out Ensure Recruitment Pty Ltd April Smile Henkilostopalvelut Oy Pasianssi Oy Contract, interim & permanent middle-management recruitment for a range of sectors Temporary, contract & permanent recruitment services for the global professional services sector Contract, temporary & permanent recruitment services for the warehousing, manufacturing & distribution sectors Provider of recruitment solutions, employment screening & human capital management services including job boards Permanent, consulting & contract recruitment for the IT & engineering sectors Specialist recruitment & placement services for the IT iustry Permanent, temporary & specialist project recruitment for nursing across a number of disciplines Specialist executive search services for Irela's public & private sectors Permanent & contract recruitment services for the IT & communications sectors Multi-sector recruitment services with a specialism in sales & financial services Specialist recruitment for the insurance & wealth management iustry Multi-sector recruitment services for the Finnish labour market

3 Recruitment & Resourcing sector Analysis of selected transactions (Q2 2017) Quarter eing Acquisitions by region 2. Buyers by region 17% APAC 8% Rest of World 5% US 32% 22% APAC 5% Rest of World 3% US 36% 38% 34% There was a particuarly high level of deals in the quarter in which small recruiters (EV sub 10m) exited their legacy private equity backers through sponsorless management buyouts, a tre that will very probably continue over the next 12 months. The high level of managment buyouts skewed the buyers by region profile to the, a share augmented by a number of small to medium sized acquirers making infill acquisitions for mainly defensive strategic reasons. 3. Deals by Value 4. Strategic M&A Matrix Deal Value (GBP millions) <10m Geographic difference (of acquired business to its buyer) NewGeographies, Existing Sectors 13% Q1 2017: 32% Existing Sectors, Existing Geographies 43% Q1 2017: 13% New Geographies, New Sectors New Sectors, ExistingGeographies 23% 21% Q1 2017: 18% % of deals Sector difference (of acquired business to its buyer) Q1 2017: 37% Deals in the quarter were dominated by smaller sub 10m deals (60%), reflecting global political uncertainties in the,, a the US which held up completion of the larger deals that carry more risk to buyers. The proportion of low strategic deals (those of acquisiton by buyers in their existing sectors a geographies) surged to 43% (from 13% in the prior quarter), driven by the buyouts a a number of local, lower risk deals by small to medium sized acquirers in the US a in particular. 3

4 Quoted Company Valuations As at Last 12 months Growth Valuation multiples Change in GBP (millions) Stock Price Enterprise share price Market Cap Revenue EBITDA Revenue EBITDA PE ratio EV/EBITDA* (pence) Value (EV) from Q Hays Plc 163 2,350 2,310 4, % 8.9% Impellam Plc , % 6.2% Page Group Plc 477 1,560 1,460 1, % 3.2% Robert Walters Plc % 10.9% Staffline Plc 1, % 23.7% Sthree Plc % 4.7% Average , % 9.6% United States Kelly Services, Inc. 1, , % 1.8% KornFerry International 2,074 1,540 1,470 1, % -9.3% Manpower Group, Inc. 8,410 5,660 5,820 15, % 7.4% On Assignment Inc. 4,231 2,240 2,710 1, % 37.5% Robert Half International 3,741 4,770 4,570 4, % 17.2% TrueBlue, Inc. 2, , % Average 3,712 2,627 2,688 4, % 10.9% Adecco Group AG 5,992 10,210 10,940 18, % 6.8% Brunel International NV 1, % -15.1% CPL Resources Plc % 16.4% Group Crit SA 7, , % 16.8% Rastad Holding NV 4,506 8,280 9,270 18, % 25.9% Synergie SE 3,975 1, , % 16.9% Average 3,930 3,508 3,774 6, % 11.3% Asia Pacific a Rest of World En-Japan Inc. 2, % 20.9% Outsourcing Inc. 4, , % 57.5% Pasona Group Inc , % 14.5% Programmed Limited , % -7.8% Recruit Holdings 4,308 24,320 23,420 11,150 1, % -0.3% Average 2,270 5,329 5,204 3, % 17.0% Commentary Quarter eing * Requires discount when applied to private companies valuation The best share price performance by region in the sector was Asia Pacific whose quoted businesses all increased share price over the quarter, supported no doubt by increasingly lower perceived risk from China as well as strong domestic dema in Japan where many of the companies are focused. Of these, Outsourcing Inc. a Pasona Group Inc. gained most value, 23% a 33% respectively. quoted companies performed well as the impact of Brexit continued to be less than previously expected although by the e of the quarter some were reporting partial softening of earnings due to uncertainty following the General Election. When applying quoted company valuation multiples to private companies, a discount needs to be applied to reflect lower liquidity a higher risk. 4

5 About Boxington M&A specialists in Human Capital Services We are an international M&A advisory boutique that specialises exclusively a uniquely in Human Capital services a technologies that attract, supply, develop a manage talent a workforces. Our coverage We cover all areas of the recruitment & resourcing sector including contract, staffing, interim, permanent, executive search a online recruitment, recruitment process outsourcing (RPO), veor managed services (VMS), a supporting services a technologies. Exit only advice We advise our clients on all aspects of their exit journeys from identifying their future exit options, to helping them prepare for exit, to delivering their ultimate exit. Team a global reach We are a team of sector specialist M&A advisors a researchers operating internationally across the US,,, a AsiaPac from our offices in Loon, Tokyo a Chicago. Selected recent deals Sale of talent assessment player to US strategic trade buyer Sale of Swiss IT a Pharma recruiter to US strategic trade buyer Sale of nuclear sector training a apprenticeship provider to strategic trade buyer Boxington Corporate Finance Limited Loon 52 Brook Street Loon W1K 5DS United Kingdon Tel: +44 (0) Tokyo Taimei Aoyama Building Shibuya, Shibuya-ku Tokyo Japan Tel: +81 (0) Chicago 150 S Wacker Drive Chicago, IL United States Tel: +1 (312)