DOCUMENTS INCORPORATED BY REFERENCEThe annual reports of the Guarantor for the financial years ended 2 January 2005 and 31 December2005 shall be incorporated in, and form part of, this Offering Circular.All documents incorporated by reference shall be available without charge during usual business hoursfrom the registered office of the Issuer and from the specified offices of the Paying Agent for the timebeing in London. This Offering Circular and the documents incorporated by reference shall also bepublished on the website of the London Stock Exchange.12
TERMS AND CONDITIONS OF THE FLOATING RATE NOTESThe following Terms and Conditions (subject to completion and amendment and save for thisparagraph) will be endorsed on the Floating Rate Notes in definitive form, if issued:The issue of the €200,000,000 Floating Rate Notes due 2008 (the Notes, which expression shall,unless the context otherwise requires, include any further notes issued pursuant to Condition 15 andforming a single series with the Notes) of Adecco International Financial Services B.V. (the Issuer)was authorised by a resolution of the managing board of the Issuer passed on 28 March 2006. Thegiving of the guarantee in respect of the Notes (the Guarantee) and other covenants by Adecco S.A.(the Guarantor) was authorised by a resolution of the Board of Directors of the Guarantor passed on22 March 2006. The Notes are constituted by a trust deed (the Trust Deed) dated 25 April 2006 andmade between the Issuer, the Guarantor and J.P. Morgan Corporate Trustee Services Limited (theTrustee, which expression shall, unless the context otherwise requires, include all other persons orcompanies acting as trustee or trustees thereof) as trustee for the holders of the Notes (theNoteholders) and the holders of the interest coupons appertaining to the Notes (the Couponholdersand the Coupons respectively). The Issuer has entered into a paying agency agreement (the AgencyAgreement) also dated 25 April 2006 with the Trustee, the Guarantor, the Agent Bank (as definedbelow), JPMorgan Chase Bank, N.A. as principal paying agent and the other paying agent namedtherein. The principal paying agent and the paying agents for the time being are referred to below asthe Principal Paying Agent and the Paying Agents (which expression shall, unless the contextotherwise requires, include the Principal Paying Agent), respectively. The statements in these Termsand Conditions of the Notes (the Conditions) include summaries of, and are subject to, the detailedprovisions of the Trust Deed. Copies of the Trust Deed and the Agency Agreement are available forinspection by any interested person during usual business hours at the principal London office of theTrustee, being at the date hereof at J.P. Morgan Corporate Trustee Services Limited, Trinity Tower,9 Thomas More Street, London E1W 1YT, and at the specified offices of the Paying Agents. TheNoteholders and Couponholders are entitled to the benefit of, are bound by, and are deemed to havenotice of, all the provisions of the Trust Deed and are deemed to have notice of those provisionsapplicable to them of the Agency Agreement.1. Status of the NotesThe Notes and the Coupons constitute direct, unconditional, unsubordinated and (subject to theprovisions of Condition 3) unsecured obligations of the Issuer and (subject as aforesaid) rank andwill rank pari passu, without any preference among themselves, with all other outstandingunsubordinated and unsecured obligations of the Issuer, present and future, save for suchobligations as may be preferred by mandatory provisions of applicable law.2. Form, Denomination and Title(a) Form and DenominationThe Notes are in bearer form, serially numbered, in the denomination of €50,000 each withCoupons attached on issue.(b)TitleTitle to the Notes and to the Coupons passes by delivery. The holder of any Note and the holder ofany Coupon will (except as otherwise required by law) be treated as its absolute owner for allpurposes (whether or not it is overdue and regardless of any notice of ownership, trust or anyinterest in, or any writing on, or the theft or loss of, the Note or Coupon) and no person will beliable for so treating the holder.13
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