NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. IMPORTANT: You must read the following notice before continuing. The following notice applies to the issue of Bonds described in the Listing Prospectus dated 20 November 2009 prepared in connection with the listing of the Bonds on the SIX Swiss Exchange Ltd (the "Listing Prospectus"), whether received by , accessed from an internet page or otherwise received as a result of electronic communication and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Listing Prospectus. In reading, accessing or making any other use of the Listing Prospectus, you agree to be bound by the following terms and conditions and each of the restrictions set out in the Listing Prospectus, including any modifications made to them from time to time, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE BONDS DESCRIBED IN THE LISTING PROSPECTUS IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTIONS, THE BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THE BONDS ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S. FOR A MORE COMPLETE DESCRIPTION OF RESTRICTIONS ON OFFERS AND SALES, SEE "SUBSCRIPTION AND SALE" AND "SELLING RESTRICTIONS" IN THE LISTING PROSPECTUS. THE LISTING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. DISTRIBUTION OR REPRODUCTION OF THE LISTING PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE SECURITIES LAWS OF OTHER JURISDICTIONS. To be eligible to view the Listing Prospectus or make an investment decision with respect to or in connection with the Bonds, each prospective investor in respect of the Bonds being offered outside of the United States in an offshore transaction pursuant to Regulation S must be a person other than a U.S. person (each a Relevant Person ). By accepting the and accessing, reading or making any other use of the Listing Prospectus, you shall be deemed to have represented to Adecco S.A. that (1) you are (or the person you represent is) a person other than a U.S. person, and that the electronic mail (or ) address to which, pursuant to your request, the Listing Prospectus has been delivered by electronic transmission is utilised by a person other than a U.S. person, and (2) you are a Relevant Person and/or a person to whom the Listing Prospectus may be delivered in accordance with the restrictions set out in the sections of the Listing Prospectus entitled Subscription and Sale and Sales Restrictions. The Listing Prospectus has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Adecco Investment (Bermuda) Ltd. (the "Issuer") as issuer of the Bonds, Adecco S.A., or any person who controls or is a director, officer, employee or agent of any Manager, the Issuer or Adecco S.A. or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Listing Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Managers (as named in the Listing Prospectus). The materials relating to the offering do not constitute, and may not be used in connection with any offer or solicitation in any place where such offers or solicitations are not permitted by law. Under no circumstances shall the Listing Prospectus constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Listing Prospectus may only be communicated or caused to be communicated, in the United Kingdom to a person in the circumstances specified in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 in which Section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer. The distribution of the Listing Prospectus in certain jurisdictions may be restricted by law. Persons into whose possession the Listing Prospectus comes are required by the Managers, and the Issuer to inform themselves about, and to observe, any such restrictions.

2 Adecco Investment (Bermuda) Ltd. (incorporated in Bermuda in accordance with the laws of Bermuda with registered number 43579) CHF 900,000,000 Senior Secured Limited Recourse Mandatory Convertible Bonds due 2012 convertible into registered shares of Adecco S.A. (incorporated in Switzerland with limited liability) This prospectus (the "Prospectus") relates to an offering (the "Offering") of senior secured limited recourse mandatory convertible bonds in the aggregate amount of Swiss francs ("CHF") 900,000,000 due 2012 (the "Bonds" and each a "Bond") of Adecco Investment (Bermuda) Ltd. (the "Issuer") convertible into registered shares of Adecco S.A. ("Adecco" and, together with its subsidiaries, the "Adecco Group") with a nominal value of CHF 1 each as of the date hereof (the "Ordinary Shares"). The Bonds are constituted by a trust deed between the Issuer and Deutsche Trustee Company Limited (the "Trustee"). Unless defined otherwise herein, the words and expressions defined in the "Terms and Conditions of the Bonds" (as set out on page 42 et seq.) below shall have the same meaning in this Prospectus. Issue Price: 100% Placement Price: According to demand Settlement Date: 26 November 2009 Maturity Date: 26 November 2012 Assurances: Pari passu clause, negative pledge clause (with restrictions), trust deed Trustee: Deutsche Trustee Company Limited Issuer Status: The Issuer is a wholly owned subsidiary of Adecco, incorporated in Bermuda. The Issuer is a special purpose vehicle incorporated specifically for the issuance of the Bonds. Save for assets and liabilities incidental to its incorporation, the issue of the Bonds, the Call Spread Agreement, the Forward Purchase Agreement and the Loan Agreement, the Issuer has no other assets and liabilities. The Issuer will give customary undertakings restricting its activities Status of the Bonds: Direct, unsubordinated, secured limited recourse obligations of the Issuer Denomination / Form: The Bonds are in principal amounts of CHF 100,000 each and will be represented by a global bond in registered form without coupons (the "Global Bond"). Such Global Bond will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described in the Global Bond, investors will not be entitled to receive the Bonds in definitive form Interest: 6.50% per annum payable in arrear on 1 June in each year (each an "Interest Payment Date"), subject to deferral provisions. The first Interest Payment Date will be 1 June 2010 and the final Interest Payment Date will fall on the Maturity Date (short first and last coupon) Minimum Conversion Price: The "Minimum Conversion Price" will be CHF (100% of the Reference Price) Maximum Conversion Price: The "Maximum Conversion Price" will be CHF (120% of the Reference Price) Reference Price for the Ordinary Shares: CHF 50.50, being the placement price determined in the bookbuilding for the Ordinary Shares Mandatory Conversion on Maturity Date: Listing and Trading: Selling Restrictions: Governing Law and Jurisdiction: Unless previously converted or purchased and cancelled, each Bond will be mandatorily converted on the Maturity Date into a number of Ordinary Shares equal to the Maturity Conversion Shares per Bond The Bonds have been provisionally admitted to trading on the SIX Swiss Exchange as of 24 November 2009 and application will be made for the Bonds to be listed on the SIX Swiss Exchange; last trading day for the Bonds is expected to be 21 November Reg S Category 1 only, no sales into US (not Rule 144A eligible), UK, Bermuda, Canada, Japan, Australia or South Africa (for details see page 6 of this Prospectus) The Bonds will be governed by, and construed in accordance with, English Law. English courts will have jurisdiction See "Risk Factors" for a discussion of certain factors that should be considered in connection with an investment in the Bonds. Global Co-ordinator Deutsche Bank Credit Suisse ABN AMRO Joint Lead Managers Co-Lead Managers Co-Managers Deutsche Bank Société Générale Corporate & Investment Banking Banca IMI BNP PARIBAS CALYON ING NATIXIS Bonds Ordinary Shares Swiss Security Number ISIN XS CH Common Code Ticker Symbol ADI09 ADEN The date of this Prospectus is 20 November 2009

3 IMPORTANT INFORMATION THIS DOCUMENT MAY NOT BE PUBLISHED IN OR DISTRIBUTED DIRECTLY OR INDIRECTLY INTO THE UNITED STATES OR US PERSONS, CANADA, JAPAN, AUSTRALIA OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. Prospective holders of Bonds (the "Bondholders") are expressly advised that an investment in the Bonds entails financial risks (including, without limitation, that (a) the market price of the Ordinary Shares into which the Bonds are convertible may be volatile, that (b) there is no prior market for the Bonds and no active trading market may develop, and that (c) the Bond prices may be volatile) and they should therefore carefully review the entire content of this Prospectus. For a description of certain further risks see "Risk Factors" on pages 15 et seq. Investors should satisfy themselves that they understand all the risks associated in making investments in the Bonds and the Ordinary Shares. The Bonds and the Ordinary Shares are only suitable for financially sophisticated investors who are capable of evaluating the risks involved in investing in the Bonds and the Ordinary Shares. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, Adecco or the Managers (as defined under "General Information-Subscription and Sale") to subscribe for, any of the Bonds. The distribution of this Prospectus and the offering or sale of the Bonds in certain jurisdictions is restricted by law. Persons into whose possession this Prospectus may come are required by the Issuer, Adecco and the Managers to inform themselves about and to observe such restrictions. This Prospectus may not be used for or in connection with any offer to, or solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. This Prospectus may only be used for the purposes for which it has been published. This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, Adecco, the Managers or the Trustee that any recipient of this Prospectus should purchase any of the Bonds. In making an investment decision, prospective Bondholders must rely on their own examination of the Issuer, Adecco and the terms and conditions of the Offering, including the merits and risks involved. Prospective Bondholders should not construe anything in this Prospectus as legal, business or tax advice. Each prospective Bondholder should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the Bonds under applicable laws and regulations. Each person receiving this Prospectus acknowledges that such person has not relied on the Managers or any of them in connection with its investigation of the accuracy of such information or its investment decision. No dealer, salesman or any other person has been authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, Adecco or the Managers. No representation or warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers or any of their affiliates or advisers or selling agents as to the accuracy or completeness of any information contained in this Prospectus and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Managers or any of their affiliates or advisers or selling agents as to the past or the future. Neither the delivery of this Prospectus nor any sale of Bonds shall under any circumstances create any implication that there has been no change in the information contained herein or in the affairs of the Issuer or Adecco since the date hereof. In connection with the offering of the Bonds, the Managers and any of their respective affiliates acting as an investor for its or their own account(s) may subscribe for or purchase, as the case may be, Bonds or Ordinary Shares, and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities, any other securities of the Issuer or Adecco or other related investments in connection with the offering or otherwise. Accordingly, references in this Prospectus to the Bonds or Ordinary Shares being issued, offered, subscribed or otherwise dealt with should be read as including any issue or offer to, or subscription or dealing by, the Managers or any of them and any of their affiliates acting as an investor for its or their own account(s). The Managers do not intend to disclose the extent of any such investment or transactions otherwise than 2/298

4 in accordance with any legal or regulatory obligation to do so. The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered, sold or delivered in the United States except in accordance with Regulation S or in a transaction that is exempt from, or not subject to, the registration requirements of the Securities Act. For a description of certain further restrictions on offers and sales of Bonds and distribution of this Prospectus, see "Sales Restrictions" on pages 6 et seq. All references in this document to "U.S. dollars", "USD","U.S.$" and "$" are to the currency of the United States of America, references to "GBP" and " " are to the currency of the United Kingdom, references to "Swiss francs" and "CHF" are to the currency of Switzerland and references to "Euro", "EUR" and " " are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Community as amended by the Treaty on European Union and the Treaty of Amsterdam. Bermuda The Issuer has received a direction from the Bermuda Minister of Finance that Part III and Section 35 of Part IV of the Companies Act 1981 of Bermuda, as amended, relating to prospectuses and public offers shall not apply to the Offering provided that the Offering is only made to persons who are recognised as institutional, professional or sophisticated investors in the relevant jurisdictions in which the Offering is being effected, such persons being comparable to the definition of persons who are "qualified investors" (within the meaning of Article 2(1)(e) of the Prospectus Directive of the European Union (Directive 2003/71/EC)). This Prospectus will be filed with the Registrar of Companies in Bermuda in accordance with Bermuda law. In giving such direction or accepting this Prospectus for filing, neither the Bermuda Minister of Finance nor the Registrar of Companies in Bermuda accepts any responsibility for the financial soundness or the correctness of any of the statements made or opinions expressed in this Prospectus. Notice to Prospective Bondholders This Prospectus has been prepared by the Issuer for the purpose of making offers and sales of Bonds outside the United States to non-u.s. persons in reliance on Regulation S of the Securities Act (the "Regulation S"). Each prospective Bondholder of Bonds offered hereby will be deemed to have represented and agreed that such prospective Bondholder understands that the Bonds and the Ordinary Shares have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States. 3/298

5 Table of Contents SALES RESTRICTIONS... 6 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS... 7 SUMMARY... 8 RISK FACTORS RESPONSIBILITY STATEMENT SECTION 1: GENERAL INFORMATION Authorisation Subscription and Sale Lock-Up No Stabilisation Activities Use of Proceeds Representative Publications Trust Deed Documents Available Taxation SECTION 2: INFORMATION ON THE BONDS, ASSETS AND SECURITY Structural Overview Assets Security Description of Risks Terms and Conditions of the Bonds Provisions relating to the Bonds while in Global Form SECTION 3: INFORMATION ON THE ORDINARY SHARES Share Category Share Capital Subscription and Preemptive Rights Listings, Ticker Symbols Share Price (on SIX Swiss Exchange) Dividends /298

6 SECTION 4: INFORMATION ON THE ISSUER General Information Board of Directors and Auditors Business Activities Share Capital Financial Statements No Material Adverse Change SECTION 5: INFORMATION ON ADECCO General Information Board of Directors and Auditors Business Activities Financial Results Licences Legal Proceedings Capital Structure SECTION 6: INFORMATION ON THE TRUSTEE Profile of the Trustee Authorities of the Trustee Retirement and Removal of the Trustee Governing Law and Jurisdiction Availability of Trust Deed ANNEXES: Annex A Opening Balance Sheet of the Issuer Annex B Financial Review Adecco Group and Adecco 2008 (incl. Auditor's Reports) Annex C Financial Review Adecco Group and Adecco 2007 (incl. Auditor's Reports) Annex D Adecco Group Half Year Report Annex E Adecco Group Quarterly Release Q /298

7 SALES RESTRICTIONS The Offering consists of a public offering of Bonds in Switzerland from 23 November 2009 and private placements of Bonds to other prospective Bondholders in certain other jurisdictions outside of Switzerland, and outside of the United States and other jurisdictions, where prohibited by applicable law. The Bonds are being offered outside the United States in reliance on Regulation S, and in accordance with applicable securities laws. No action has been or will be taken in any jurisdiction outside Switzerland by the Issuer, and no action has been taken by the Managers, that would, or is intended to, permit a public offering of the Bonds, or possession or distribution of this Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Prospectus comes are required by the Issuer and the Managers to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell or deliver Bonds or have in their possession, distribute or publish this Prospectus or any other offering material relating to the Bonds, in all cases at their own expense. Each prospective Bondholder must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Bonds or possesses or distributes this Prospectus and must obtain any consent, approval or permission required for the purchase, offer or sale by it of Bonds under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and none of the Issuer, Adecco or the Managers shall have any responsibility therefor. United States of America The Bonds and the Ordinary Shares to be issued upon conversion of the Bonds have not been and will not be registered under the Securities Act and may not be offered or sold within the United States except in accordance with Regulation S under the Securities Act (Regulation S) or pursuant to an exemption from the registration requirements of the Securities Act. Each Manager has represented that it has not offered or sold, and agrees that it will not offer or sell, any Bonds constituting part of its allotment within the United States except in accordance with Rule 903 of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. United Kingdom Each Manager has represented, warranted and agreed that: (i) (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act ("FSMA")) received by it in connection with the issue or sale of any Bonds in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom. Bermuda The Issuer has received a direction from the Bermuda Minister of Finance that Part III and Section 35 of Part IV of the Companies Act 1981 of Bermuda, as amended, relating to prospectuses and public offers shall not apply to the Offering provided that the Offering is only made to persons who are recognised as institutional, professional or sophisticated investors in the relevant jurisdictions in which the Offering is being effected, such persons being comparable to the definition of persons who are "qualified investors" (within the meaning of 6/298

8 Article 2(1)(e) of the Prospectus Directive of the European Union (Directive 2003/71/EC)). This Prospectus will be filed with the Registrar of Companies in Bermuda in accordance with Bermuda law. In giving such direction or accepting this Prospectus for filing, neither the Bermuda Minister of Finance nor the Registrar of Companies in Bermuda accepts any responsibility for the financial soundness or the correctness of any of the statements made or opinions expressed in this Prospectus. General Each Manager has agreed that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Bonds or possesses or distributes this Prospectus. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Prospectus contains certain forward-looking statements and information relating to the Adecco Group that are based on the current expectations, estimates and projections of its management and information currently available to the Adecco Group. These statements include, but are not limited to, the statements under "Information on Adecco-Business Activities" and other statements contained in this Prospectus that are not historical facts. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of the Adecco Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Terms and phrases such as "believe", "expect", "anticipate", "intend", "plan", "predict", "estimate", "project", "may" and "could", and variations of these words and similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements reflect current views of the Adecco Group's management with respect to future events and are not a guarantee of future performance. Various factors could cause actual results or performance to differ materially from the expectations reflected in these forward-looking statements. These factors include, among others: The Adecco Group's ability to successfully implement its growth and operating strategies; Intense competition in the markets in which Adecco Group operates; integration of acquired companies; Changes in Adecco Group s ability to attract and retain qualified internal and external personnel or clients; Fluctuations in interest rates or foreign currency exchange rates; Changes in global GDP trends and the demand for temporary work; Changes in regulation of temporary work; Instability in domestic and foreign financial markets; The Adecco Group's ability to obtain commercial credit; Changes in general political, economic and business conditions in the countries or regions in which the Adecco Group operates; The potential impact of disruptions related to IT; and Any adverse developments in existing commercial relationships, disputes or legal and tax proceedings. 7/298

9 Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. Therefore, no undue reliance should be placed on forward-looking statements. The Adecco Group undertakes no obligation to update any forward-looking statement, even if new information, future events or other circumstances have made them incorrect or misleading. All subsequent written and oral forward-looking statements attributable to the Adecco Group are qualified in their entirety by the foregoing factors. SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and the financial information, including the notes thereto, appearing elsewhere in this Prospectus. Issuer Securities Offered Denomination / Form Ordinary Shares Adecco Investment (Bermuda) Ltd. Senior Secured Limited Recourse Mandatory Convertible Bonds due 2012, mandatorily convertible into Ordinary Shares The Bonds are in principal amounts of CHF 100,000 each and will be represented by the Global Bond. Such Global Bond will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Except in certain limited circumstances described in the Global Bond, investors will not be entitled to receive the Bonds in definitive form New or existing registered shares in Adecco with a par value of currently CHF 1 each (the "Ordinary Shares") Ordinary Shares delivered on conversion will rank for all dividends where the relevant record date or other due date for the establishment of entitlement falls on or after the relevant Conversion Date Aggregate Principal Amount Issuer Status Status of the Bonds Overview The Assets CHF 900 million The Issuer is a wholly owned subsidiary of Adecco, incorporated in Bermuda. The Issuer is a special purpose vehicle incorporated specifically for the issuance of the Bonds. Save for assets and liabilities incidental to its incorporation, the issue of the Bonds, the Call Spread Agreement, the Forward Purchase Agreement and the Loan Agreement, the Issuer has no other assets and liabilities. The Issuer will give customary undertakings restricting its activities. Direct, unsubordinated, secured limited recourse obligations of the Issuer See "Section 2: Information on the Bonds, Assets and Security" for an overview of the structure and contractual arrangements underlying the Bonds The Issuer will enter into a share forward purchase agreement (the "Forward Purchase Agreement") with Adecco pursuant to which the Issuer will make payment to Adecco of a sum equal to the net proceeds of the issue of the Bonds and Adecco will grant to the Issuer the right to require Adecco to issue or deliver to as directed by the Issuer a number of Ordinary Shares equal to the number of Ordinary Shares required to be delivered by the Issuer to Bondholders pursuant to the Bonds and to Adecco Financial Services (Bermuda) Ltd., ("Adecco Financial Services") pursuant to the Call Spread Agreement referred to below. The Forward Purchase Agreement will contain provisions relating to adjustments that correspond to the provisions of the Bonds relating to the 8/298

10 adjustment of the Maximum and Minimum Conversion Prices. The obligations of Adecco under the Forward Purchase Agreement will be subordinated in that if Adecco fails to deliver Ordinary Shares and becomes insolvent or steps are otherwise taken for its winding-up, the claims of the Issuer against Adecco in the winding-up of Adecco shall entitle the Issuer to participate in the proceeds of such winding-up pari passu with the holders of Ordinary Shares of Adecco. This participation will be expressed to be in respect of an amount equal to the total number of Ordinary Shares that Adecco shall have failed to deliver to the Issuer in accordance with the Forward Purchase Agreement The Issuer will enter into a call spread agreement (the "Call Spread Agreement") with Adecco Financial Services pursuant to which the Issuer will, upon conversion of the Bonds, deliver to Adecco Financial Services a number of Ordinary Shares equal to the Issuer s Specified Proportion and pursuant to which Adecco Financial Services will pay to the Issuer, by way of an up-front premium payment (the "Premium Payment"), an amount equal to the sum of all scheduled interest payments on the Bonds The Premium Payment will be credited to an account of the Issuer with the Principal Paying, Transfer and Conversion Agent (the "Premium Account") Amounts credited to the Premium Account will be applied (a) in making payments when due to Bondholders of the Bonds, (b) in the case of a voluntary conversion at the option of the Bondholders, in making payment to the Issuer of an amount equal to the sum of all scheduled payments of interest on the relevant Bonds falling after the relevant Conversion Date, (c) in the case of a voluntary conversion by Bondholders following a Change of Control, in making payments to the Issuer of an amount (if any) by which the sum of all scheduled payments of interest on the relevant Bonds exceeds the Make Whole Amount in respect of such Bonds and (d) in the case of a conversion of all the Bonds, in making payments to the Issuer of any amounts standing to the credit of the Premium Account following satisfaction of the Issuer s obligations in respect of such conversion All or part of the amounts credited to the Premium Account may, at any time other than during the period commencing on the exercise of rights of conversion of the Bonds by the Issuer or Bondholders and ending on the relevant Conversion Date, be from time to time loaned by the Issuer to Adecco pursuant to the Loan Agreement. Such loans will be repayable upon demand by the Issuer and will be interest bearing. The Loan Agreement will provide for repayment on each day on which a payment is required to be made by the Issuer pursuant to the Bonds of an amount equal to such payment. Interest paid on such loans will not be paid into the Premium Account and may be used for such purposes as the Issuer may determine. The obligations of Adecco under the Loan Agreement will constitute subordinated obligations of Adecco Accordingly, on a winding-up, liquidation, bankruptcy or dissolution of Adecco the rights and claims of the Issuer against Adecco in respect of the Loan Agreement will rank behind unsubordinated creditors of Adecco, but will rank at least pari passu with all other subordinated creditors of Adecco The Issuer has no other material assets available to it to meet its obligations under the Bonds other than its rights under the Forward Purchase Agreement, the Call Spread Agreement and the Loan Agreement and the Premium Account (the "Assets") Limited Recourse Claims of the Bondholders against the Issuer shall be limited to any amount or property received or recovered in respect of the Issuer s rights and entitlements under the Assets, and the Bonds shall not give 9/298

11 rise to any payment or other obligations in excess of any amount or property received or recovered in respect of the Assets Risk Factors Adecco S.A. Rating For a description of certain considerations that should be taken into account in deciding whether to invest in the Bonds, see "Risk Factors" on pages 15 et seq. Baa3 (Outlook Stable) by Moody's BBB (Outlook Negative) by Standard & Poor's Minimum Conversion Price Maximum Conversion Price Reference Price The "Minimum Conversion Price" will be CHF (100% of the Reference Price) The "Maximum Conversion Price" will be CHF (120% of the Reference Price) CHF 50.50, being the placement price determined in the bookbuilding for the Ordinary Shares Issue Price 100% Settlement Date 26 November 2009 Maturity Date Interest 26 November 2012 (3 years after the Issue Date) 6.50% per annum payable in arrear on 1 June in each year (each an "Interest Payment Date"). The first Interest Payment Date shall be 1 June 2010 and the final Interest Payment Date shall fall on the Maturity Date (short first and last coupon) Deferral of Interest The Issuer may, by giving notice to the Bondholders by not later than 10 Zurich business days prior to any Interest Payment Date, elect to defer in whole or in part the interest which would otherwise be due and payable on any such Interest Payment Date provided that during the period of 3 months ending on and including such Deferred Interest Payment Date, Adecco shall not have: (i) declared, paid or made any dividend or other distribution in respect of the Ordinary Shares; or (ii) redeemed, purchased or acquired any Ordinary Shares (but, for the avoidance of doubt, other than any acquisition of Ordinary Shares by the Issuer pursuant to the Forward Purchase Agreement and other than pursuant to an Exempt Transaction) "Exempt Transaction" means any purchase or acquisition of Ordinary Shares for the purposes of or to enable Adecco to meet obligations under or in respect of any long-term executive or employee incentive plan or any executive or employee share option plan Payment of Deferred Interest If (1) Adecco shall declare, pay or make any dividend or other distribution in respect of the Ordinary Shares; or (2) Adecco or any subsidiary of Adecco shall redeem, purchase or otherwise acquire any Ordinary Shares (but, for the avoidance of doubt, other than any acquisition of Ordinary Shares by the Issuer pursuant to the Forward Purchase Agreement and other than pursuant to an Exempt Transaction) then the Issuer shall on or prior to the date any such dividend or other distribution is paid or made or any such redemption, purchase or acquisition is made, pay in full all outstanding and unpaid deferred interest In the event of an early conversion at the option of the Issuer, a volun- 10/298

12 tary conversion by Bondholders following a Change of Control or a Conversion following an Accelerated Conversion Event, all outstanding and unpaid deferred interest shall be paid in full All deferred interest outstanding and unpaid on the Maturity Date shall be paid in full on the Maturity Date Upon a Voluntary Conversion at the option of Holders, all outstanding and unpaid deferred interest shall be cancelled, and the Issuer shall have no further liability in respect thereof Conversion Shares per Bond Relevant Proportion Number of Ordinary Shares determined by dividing the principal amount of one Bond by the Minimum Conversion Price (the "Conversion Shares per Bond") The "Relevant Proportion" on any dealing day shall be determined as follows: (i) if the Volume Weighted Average Price ("VWAP") of the Ordinary Shares is less than or equal to the Minimum Conversion Price, the Relevant Proportion for such dealing day shall be 100% (the "Maximum Proportion") (ii) if the VWAP is greater than the Maximum Conversion Price, the Relevant Proportion for such dealing day shall be the fraction (expressed as a percentage) determined in accordance with the following formula: 1 [ ( MaxCP MinCP) ] VWAP where: MaxCP = Maximum Conversion Price in effect on the relevant dealing day MinCP = Minimum Conversion Price in effect on the relevant dealing day VWAP = Volume Weighted Average Price per Share on the relevant dealing day (iii) if the VWAP is greater than the Minimum Conversion Price but less than or equal to the Maximum Conversion Price, the Relevant Proportion for such dealing day shall be the Minimum Conversion Price divided by the VWAP, expressed as a percentage. For the avoidance of doubt, if the VWAP is equal to the Maximum Conversion Price the Relevant Proportion will be per cent of the Conversion Shares per Bond ("Minimum Proportion") Change of Control Proportion The "Change of Control Proportion" means (1 RP) x t/t where: RP = Relevant Proportion t = Number of days remaining from (and including) the relevant Conversion Date to (but excluding) the Maturity Date T = 1096, the number of days from (and including) the Issue Date to (but excluding) the Maturity Date Mandatory Conversion on Maturity Date The Bonds will only be convertible into Ordinary Shares and will not be 11/298

13 redeemable for cash Unless previously converted or purchased and cancelled, Bonds will be mandatorily converted on the Maturity Date into a number of Ordinary Shares equal to the Maturity Conversion Shares per Bond The "Maturity Conversion Shares per Bond" will be calculated as a proportion of the Conversion Shares per Bond on the Maturity Date, such proportion being the arithmetic average of the Relevant Proportion on each dealing day in the period of 20 consecutive dealing days ending on the third dealing day prior to the Maturity Date Voluntary Conversion at the option of the Bondholders The Bonds may at the option of each Bondholder be converted into Ordinary Shares at any time 41 days after the Settlement Date until the 30th dealing day (dates inclusive) prior to the Maturity Date (the "Voluntary Conversion Option") In case of a Voluntary Conversion at the option of Holders, the Bondholders will receive a number of Ordinary Shares for each Bond equal to the Minimum Proportion of the Conversion Shares per Bond Early Conversion at the Option of the Issuer Voluntary Conversion by Bondholders following a Change of Control The Bonds may at the option of the Issuer be converted into Ordinary Shares at any time 41 days after the Settlement Date until the 30th dealing day (dates inclusive) prior to the Maturity Date. The Bondholders will receive Ordinary Shares for each Bond equal to the maximum proportion of the Conversion Share per Bond, together with the Make Whole Amount If an Offer is publicly announced, then at any time from (and including) the day the Offer is publicly announced up to (and including the last day of the Relevant Period) a Bondholder may exercise the right to convert Bonds If a Bondholder shall exercise the right to convert Bonds and the relevant Bond and conversion notice shall be received at the specified office of any Paying, Transfer and Conversion Agent on any Zurich business day prior to the publication of the Definitive Interim Results, then provided that a Change of Control shall occur, the relevant Conversion Date shall be deemed to be the Zurich business day immediately following such publication. If the Change of Control shall not have occurred by the time of such publication, then the relevant conversion notice and exercise of the right of conversion by the relevant Bondholder shall be null and void (but without prejudice to the ability of the relevant Bondholder to convert Bonds at any other time pursuant to these Conditions) and the relevant Bond shall be re-delivered to the relevant Bondholder If a Bondholder shall have exercised the right to convert Bonds and the relevant Bonds and conversion notice shall be received at the specified office of a Paying, Transfer and Conversion Agent at any time on or after publication of the Definitive Interim Results and prior to the end of the Relevant Period, then provided that a Change of Control shall have occurred, the Conversion Date shall be the dealing day following the delivery of the relevant Bond and conversion notice Upon a Voluntary Conversion by Bondholders following a Change of Control, the Bondholder will receive a number of Ordinary Shares calculated as a proportion of the Conversion Shares per Bond, such proportion being the sum of the Relevant Proportion on the relevant Conversion Date and the Change of Control Proportion on the relevant Conversion Date. In addition Bondholders will receive the Make Whole Amount Where: A "Change of Control" shall occur if an Offer is made and such Offer 12/298

14 shall have become or shall have been declared unconditional (except in relation to any conditions remaining to be satisfied at the time of the publication of the Definitive Interim Results) by the publication of the Definitive Interim Results (provided that, based on such Definitive Interim Results, the Offeror shall hold or control not less than 51 per cent of the issued Ordinary Shares of Adecco (including for the avoidance of doubt, any Ordinary Shares tendered in the Offer) "Offer" means an offer to all (or as nearly as may be practicable all) Shareholders (or all) (or as nearly as may be practicable all) Shareholders other than the offeror and/or any associates of the offeror or any parties acting in concert (as defined in Article 11 of the Swiss Takeover Ordinance) to acquire all or a majority of the issued Ordinary Shares of Adecco "Definitive Interim Results" means, in respect of an Offer, the definitive results of acceptances of such Offer during the initial period (as may be extended) during which the Offer is open for acceptance and that is required to be published pursuant to the Swiss Takeover Ordinance "Relevant Period" means, in respect of an Offer, the period ending on the 60th dealing day following the publication of the Definitive Interim Results in respect of such Offer "Swiss Takeover Ordinance" means, the Ordinance of the Swiss Takeover Board on Public Tender Offers of 21 August 2008, or any modification or re-enactment thereof Conversion on Accelerated Conversion Event The following are Accelerated Conversion Events: Non-payment of any payments under the Bonds when due or failure to deliver Ordinary Shares upon conversion and, such failure continuing for a period of 10 trading days Breach of other conditions under the terms of the Bonds, which default is incapable of remedy or is not remedied within 30 days Non-payment by Adecco of any existing or future indebtedness, subject to a threshold of EUR 50 million or, if greater, an amount equal to two per cent of the consolidated shareholders equity of Adecco as set out in the most recently published audited consolidated annual accounts of Adecco The Issuer and/or Adecco is insolvent or bankrupt or unable to pay its debts as and when they fall due or if the Issuer and/or Adecco has initiated or consented to become subject to proceedings relating to itself under any applicable bankruptcy, liquidation, insolvency, administration, examinership, or insolvency law The corporate credit rating of Adecco from any of Moody s Investors Service Limited ("Moody s") or Standard & Poor s Rating Services, a division of The McGraw-Hill Companies Inc. ("S&P") or any of their respective successors (each a "Rating Agency") falls to or below Ba2 (in the case of Moody s) or to or below BB (in the case of S&P) The corporate credit rating of Adecco from any of Moody s or S&P is withdrawn Upon the occurrence of an Accelerated Conversion Event the outstanding Bonds will be converted into Ordinary Shares such that the Bondholder will receive a number of Ordinary Shares calculated as a proportion of the Conversion Shares per Bond, such proportion being the arithmetic average of the Relevant Proportion on each dealing day in the period of each of the 20 consecutive dealing days commencing on the 3 rd dealing day following the accelerated conversion notice being given by the Trustee. In addition, Bondholders will receive the Make 13/298

15 Whole Amount Make Whole Amount Present Value All deferred interest and the present value of all interest due on Interest Payment Dates falling after the relevant Conversion Date until the Maturity Date (the "Make Whole Amount") In the case of an Early Conversion at the option of the Issuer, a Voluntary Conversion at the option of Holders following a Change of Control or a Conversion following an Accelerated Conversion Event, the Issuer shall pay to each Bondholder on the relevant Conversion Date in respect of each Bond converted, an amount equal to the Present Value "Present Value" means, in respect of a Bond, an amount in CHF (rounded, if necessary, to the nearest CHF 0.01, with CHF being rounded up), equal to the aggregate amount of all Interest Amounts relating to such Bond in respect of Interest Payment Dates falling after the relevant Conversion Date and up to and including the Maturity Date, discounted, in each case, from the relevant Interest Payment Date to the relevant Conversion Date by reference to appropriate CHF interbank offered rates and mid-swap rates Fractions Anti-dilution /adjustment provisions Share Dividend Adjustment The number of Ordinary Shares to be delivered upon conversion to any Bondholder is calculated by reference to the aggregate number of Bonds presented for conversion by such Bondholder. Fractions of Ordinary Shares will not be delivered and no cash payments will be made The Maximum Conversion Price and Minimum Conversion Prices are subject to adjustment in accordance with Standard Euromarket antidilution and adjustment provisions, dealing with, inter alia, share subdivisions and consolidations, rights issues, bonus issues, mergers and distributions, including full conversion price adjustments for any dividends or distributions made on the Ordinary Shares If and whenever Adecco shall pay or make any dividend or distribution to Shareholders, the Minimum Conversion Price and Maximum Conversion Price shall be adjusted by multiplying the Minimum Conversion Price and Maximum Conversion Price in force immediately prior to the Effective Date (where the "Effective Date" means the first date on which the Ordinary Shares are traded ex-the relevant dividend) by the following fraction: A B A where: A is the Current Market Price of a Share on the Effective Date B is the portion of the aggregate dividend attributable to one Share, with such portion being determined by dividing the aggregate dividend by the number of Ordinary Shares entitled to receive the relevant dividend Where "Current Market Price" means the arithmetic average of the daily VWAP on each of 5 consecutive dealing days ending on the dealing day immediately preceding such date, as defined in the Terms & Conditions Such adjustment shall become effective on the Effective Date Governing Law Jurisdiction Tax English law The English courts The Bonds do not contain any gross up provision and may not be redeemed by the Issuer 14/298

16 Under current law and practice, payments in respect of the Bonds by the Issuer are neither subject to withholding taxes in Bermuda nor to Swiss Withholding Tax (Verrechnungssteuer) Any Swiss securities transfer stamp duty (Umsatzabgabe), if due, as well as the fee of the SIX Swiss Exchange, if any, payable upon the delivery of the Ordinary Shares upon the conversion of Bonds will be paid or reimbursed by Adecco Principal Paying, Transfer & Conversion Agent Swiss Paying, Transfer & Conversion Agent Share Delivery Agent Calculation Agent Trustee Listing and Trading Deutsche Bank AG, London Branch, pursuant to the Calculation Agency Agreement with the Issuer (the "Calculation Agency Agreement"), to be entered on or about 26 November Credit Suisse AG Credit Suisse AG Deutsche Bank AG, London Branch Deutsche Trustee Company Limited (the "Trustee") The Bonds have been provisionally admitted to trading on the SIX Swiss Exchange as of 24 November 2009 and application will be made for the Bonds to be listed on the SIX Swiss Exchange; last trading day for the Bonds is expected to be 21 November Security Codes: Bonds Ordinary Shares Swiss Security Number: ISIN: XS CH Common Code: Ticker Symbol: ADI09 ADEN RISK FACTORS In addition to other information contained in this Prospectus, potential investors should read and consider carefully the specific risk factors described below before making a decision to purchase any of the Bonds. All of these risk factors are contingencies which may or may not occur and neither the Issuer nor Adecco are in a position to express a view on the likelihood of any such contingency occurring. The occurrence of one or more of these risks, either individually or in conjunction with other circumstances, could materially and adversely affect the Issuer s or the Adecco Group s business, financial condition, results of operation or prospects. The market price of the Bonds could decline due to the occurrence of any of these risks, and investors may lose part or all of their investment. The risk factors described below are not the only risks inherent in investing in the Bonds. Additional risks and uncertainties of which the Issuer or Adecco is currently not aware, or which the Issuer or Adecco currently deems immaterial may also affect the market price of Bonds. Risks related to the structure of the Bonds and the Issuer s ability to fulfil its obligations thereunder The Bonds have features which may contain particular risks for potential investors. Set out below is a description of such features: The obligations of Adecco under the Forward Purchase Agreement and the Loan Agreement are subordinated The particular transactional structure underlying the Bonds contains certain obligations of Adecco under the Forward Purchase Agreement and the Loan Agreement. 15/298

17 The obligations of Adecco under the Forward Purchase Agreement are subordinated in that if Adecco fails to deliver Ordinary Shares, the claims of the Issuer against Adecco in the winding-up of Adecco shall entitle the Issuer to participate in the proceeds of such winding-up pari passu with the holders of Ordinary Shares of Adecco. The obligations of Adecco under the Loan Agreement constitute subordinated obligations of Adecco. Accordingly, on a winding-up, liquidation, bankruptcy or dissolution of Adecco the rights and claims of the Issuer against Adecco in respect of the Loan Agreement will rank behind unsubordinated creditors of Adecco, but will rank at least pari passu with all other subordinated creditors of Adecco. The obligations of the Issuer under the Bonds are limited recourse obligations Recourse against the Issuer in respect of its obligations under the Bonds is limited to the net assets and proceeds received by the Issuer under or in respect of the Forward Purchase Agreement, the Call Spread Agreement, the Loan Agreement and amounts (if any) standing to the credit of the Premium Account. If such net assets and proceeds are not sufficient to meet such obligations and any payments then due to the Trustee: (i) (ii) (iii) (iv) such obligations of the Issuer will be limited to such net assets and proceeds; the Issuer shall be under no obligation to pay any shortfall (if any) arising therefrom; all claims in respect of such shortfall shall be extinguished and no debt or obligation shall be owed by the Issuer in respect thereof; and the Trustee and the Bondholders shall have no further claim against the Issuer in respect of such obligations and will accordingly not be entitled to petition for the winding up of the Issuer as a consequence of such shortfall or take any other action to recover any such shortfall. The Issuer has provided security only over its rights under the Forward Purchase Agreement The Issuer s obligations under the Bonds to deliver Ordinary Shares upon a Conversion are secured by an assignment by way of security of all the Issuer s rights under the Forward Purchase Agreement, including the right to receive Ordinary Shares and all other property thereunder. None of the Issuer s other obligations under the Bonds are secured. The Issuer has not granted and will not grant any security interest in respect of its rights under the Call Spread Agreement or the Loan Agreement or in respect of the Premium Account to or in favour of the Trustee or the Bondholders. The Issuer is a special purpose vehicle incorporated specifically for the issuance of the Bonds. The Issuer has no material assets available to meet its obligations under the Bonds other than its rights under the Forward Purchase Agreement, the Call Spread Agreement and the Loan Agreement and such amounts (if any) standing to the credit of the Premium Account. The Issuer is a Bermuda company and it may be difficult for Bondholders to enforce judgments against the Issuer or its directors and executive officers The Issuer is a Bermuda exempted company. None of the Issuer's directors are residents of the United Kingdom, and the Issuer's assets are located outside the United Kingdom. As a result, it may be difficult for investors to effect service of process on those persons in the United Kingdom or to enforce in the United Kingdom judgments obtained in the United Kingdom courts against the Issuer or those persons based on the civil liability provisions of the United Kingdom securities laws. It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United Kingdom, against the Issuer or its directors or 16/298

18 officers under the securities laws of those jurisdictions or entertain actions in Bermuda against the Issuer or its directors or officers under the securities laws of other jurisdictions. Risks related to the Bonds generally The Bonds may not be a suitable investment for all investors Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained in this Prospectus or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds; understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. The Bonds are complex financial instruments and such instruments may be purchased by potential investors as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Bonds will perform under changing conditions, the resulting effects on the value of the Bonds and the impact this investment will have on the potential investor s overall investment portfolio. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Bonds are legal investments for it, (2) Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Bonds under any applicable risk-based capital or similar rules. Bondholders will bear the risk of fluctuation in the price of the Ordinary Shares The market price of the Bonds is expected to be affected by fluctuations in the market price of the Ordinary Shares, and it is impossible to predict whether the price of the Ordinary Shares will rise or fall. Trading prices of the Ordinary Shares will be influenced by, among other things, the financial position of the Adecco Group, the results of operations and political, economic, financial and other factors, including those described under "Factors that may affect the performance of the Adecco Group". Any decline in the price of the Ordinary Shares may have an adverse effect on the market price of the Bonds. The future issue of Ordinary Shares by Adecco or the disposal of Ordinary Shares by any substantial shareholders of Adecco or the perception that such issues or sales may occur may significantly affect the trading 17/298

19 price of the Bonds and the Ordinary Shares. Adecco has agreed to certain restrictions on its ability to issue or dispose of Ordinary Shares or related securities for 180 days after the Issue Date. Except for such restrictions and the undertakings of Adecco described in the Conditions, there is no restriction on Adecco s ability to issue Ordinary Shares, and there can be no assurance that Adecco will not issue Ordinary Shares or that any substantial shareholder will not dispose of, encumber, or pledge its Ordinary Shares or related securities. The Bonds are mandatorily convertible into Ordinary Shares at maturity Unless previously converted, the Bonds are mandatorily convertible into Ordinary Shares at maturity. As a result, investors in the Bonds will become shareholders in Adecco at such time. Risks attached to Conversion If the market price of the Ordinary Shares on conversion is below the Minimum Conversion Price, a Bondholder is obliged to accept delivery of the Ordinary Shares at that Minimum Conversion Price, which might be substantially higher than the prevailing price of the Ordinary Shares. The further the Share price falls below the Minimum Conversion Price, the greater the risk of a material decline in the market price of the Bonds. In case of a failure of the technical systems or other technical difficulties with respect to the delivery of the Ordinary Shares upon conversion or if a party involved in the process of the delivery of the Ordinary Shares is legally barred from performing its obligations required for the delivery of the Ordinary Shares, the delivery of the Ordinary Shares to Bondholders may be delayed until resolution of the legal or technical impediments. Bondholders have limited anti-dilution protection The Minimum Conversion Price and Maximum Conversion Price will be adjusted in the event that there is a consolidation, reclassification or subdivision of the Ordinary Shares, capitalisation of profits, dividends or distributions to Shareholders, rights issue or grant of other subscription rights or other adjustment which affects the Ordinary Shares, but only in the situations and only to the extent provided in the Conditions. There is no requirement that there should be an adjustment for every corporate or other event that may affect the value of the Ordinary Shares. Events in respect of which no adjustment is made may adversely affect the value of the Ordinary Shares and, therefore, adversely affect the value of the Bonds. Bondholders must deliver a Conversion Notice within the relevant timeframe following a Mandatory Conversion to receive Ordinary Shares In order to obtain delivery of the relevant Ordinary Shares on a Mandatory Conversion of the Bonds, the relevant Bondholder must deliver a duly completed Conversion Notice, together with the relevant Bonds to the specified office of any Paying, Transfer and Conversion Agent prior to the relevant Conversion Date. If the Conversion Notice and relevant Bonds are not delivered to the specified office of a Paying, Transfer and Conversion Agent on or before such date, then the relevant Ordinary Shares will be sold on behalf of the Issuer and, subject to any necessary consents being obtained and to the deduction by the Issuer of any amount payable in respect of its liability to taxation and the payment of any capital, stamp, issue, registration duties (if any) and any costs and expenses incurred, the net proceeds of the sale of such Ordinary Shares will be distributed rateably to the relevant Bondholders. The Bonds will be converted into Ordinary Shares at the option of the Issuer or the Bondholders The Bonds may be mandatorily converted prior to Maturity Date at the option of the Issuer. Furthermore, the Bonds may be converted at the option of Bondholders following a Change of Control or an accelerated conversion event, in which cases the number of Ordinary Shares to be delivered will be determined by reference 18/298

20 to a formula as specified in the Conditions. In addition, the Bonds may be converted at the option of the Bondholders at any time, but in such circumstances Bondholders will receive the minimum proportion of Ordinary Shares, that is a number of Ordinary Shares determined by dividing the principal amount of the Bonds by the Maximum Conversion Price then in effect. Bondholders may not receive interest payments The Issuer may elect to defer in whole or in part any payments of interest which would otherwise be due and payable on any Interest Payment Date provided that during the period of three months ending on and including the relevant Interest Payment Date, Adecco shall not have: (i) (ii) declared, paid or made any dividend or other distribution in respect of the Ordinary Shares; or redeemed, purchased or acquired any Ordinary Shares other than a purchase or acquisition of Ordinary Shares for the purposes of or to enable Adecco to meet obligations under or in respect of any long-term executive or employee incentive plan or any executive or employee share option plan. Deferred interest will not bear interest. Deferred interest is only required to be paid if Adecco declares, pays or makes any dividend or other distribution in respect of the Ordinary Shares or Adecco or any Subsidiary of Adecco shall redeem, purchase or otherwise acquire any Ordinary Shares (other than any purchase or acquisition of Ordinary Shares for the purposes of or to enable Adecco to meet obligations under or in respect of any long-term executive or employee incentive plan or any executive or employee share option plan). Deferred interest is also payable upon a conversion, other than a Voluntary Conversion at the option of Holders pursuant to Condition 8(c) of the Terms and Conditions of the Bonds. Modification and waivers The Conditions contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders, including such Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority. The relevant Conditions also provide that the Trustee may, without the consent of the Bondholders, agree to any modification of, or waiver or authorisation of any breach or proposed breach of, the Conditions. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income (the "Directive"), each Member State of the European Economic Area, including Belgium from 1 January 2010, is required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain other persons in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria may instead operate a withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent. The transitional period is to terminate at the end of the full fiscal year following agreement by certain non-eu countries to the exchange of information relating to such payments. A number of non-eu countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland) with effect from the same date. On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission s advice on the need for changes to the Direc- 19/298