Robert Walters Regulatory News (RWA)

ROBERT WALTERS PLC (THE "COMPANY")

Annual Financial Report

Copies of the Annual Report & Accounts of the Company for the year ended 31 December 2010, the Circular to shareholders of the Company, including Notice of the Annual General Meeting of the Company to be held on Wednesday, 25 May 2011, and the form of proxy for use at the Annual General Meeting (all of which documents were posted to shareholders on 26 April 2011), have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do

The Annual Report & Accounts 2010 is now available on the Company's website at:

http://investors.robertwalters.com/reports/2010_annual_report.pdf

In accordance with Disclosure and Transparency Rule 6.3.5, the information in the attached Appendix consisting of a Directors' Responsibility Statement, principal risks and uncertainties and related party transactions has been extracted unedited from the Annual Report and Accounts for the year ended 31 December 2010 and should be read in conjunction with the Company's final results for the year ended 31 December 2010 which were announced in unedited full text on Wednesday, 2 March 2011.

Enquiries:

Alan Bannatyne, Group Finance Director & Company Secretary +44 (0) 20 7379 3333

APPENDIX

Directors' Responsibility Statement

We confirm that to the best of our knowledge:

·; the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

·; the Operating and Financial Review includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

By order of the Board

Alan Bannatyne

Group Finance Director

1 March 2011

Principal risks and uncertainties

The Board considers the full range of business risks affecting the Group on a regular basis, and takes action to address such risks. The perceived key risks are as follows:

(i) Employment market

Job availability and the level of candidate confidence in the employment market are important factors in determining the total number of recruitment transactions in a given year. Candidates are less inclined to move jobs when the number of jobs available is stagnant or in decline, which consequently could lead to a deterioration in the Group's financial performance.

The Group is geographically diversified with offices in 20 countries, which reduces the impact of market conditions in any one market or region.

The Board's strategy when facing a slowdown in a particular market is to balance the cost base, such that the impact on profit is mitigated, against the perceived future benefit from the retention of key staff. Historically, the Group has benefited substantially from increased operational gearing as a result of its policy of deliberately retaining key staff through economic downturns.

(ii) Temporary employment law

The Group places a significant number of candidates on temporary worker self-employed contracts. Any future legislation which has the effect of increasing the cost or restricting the flexibility of movement of temporary workers could have a detrimental effect on the Group's financial performance.

Our legal department, working with leading advisors as required, monitors any potential changes in employment legislation across the markets in which we operate to ensure compliance.

(iii) Staff retention

The Group relies heavily on recruiting and retaining talented individuals with the right skill-sets to grow the business.

The failure to attract and retain key employees with the required management and leadership skills may adversely affect the Group's financial results. The Group's policy of linking bonuses to profitability in discrete operating units has a high correlation to the retention of efficient and effective members of staff.

The long-term incentive schemes that are detailed in note 17 to the accounts also form a key part of a wider strategy to improve levels of staff retention, particularly of the Group's senior employees.

Other elements of the strategy to improve staff retention and maximise career opportunities include significant investment of time and financial resources in employee training and development including regular appraisals, aimed at core consultant competencies and focused on enhancing management potential. Succession planning is also a core focus for the Group.

The Group also offers exciting international career opportunities and actively encourages the redeployment of existing talent to grow new businesses and establish new offices.

Related party transactions

Transactions between Robert Walters plc and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The remuneration of key management personnel who are deemed to be Directors has been disclosed in the Report of the Remuneration Committee.

During the year, there were related party transactions totaling £57,000 with Molten Group plc which were made on terms equivalent to those that prevail in arm's length transactions. The Chairman of Molten Group plc was Philip Aiken, who is also the Chairman of Robert Walters plc. Philip Aiken resigned as Chairman of Molten Group plc on the 14 January 2011. There were no outstanding balances at the 31 December 2010.