ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

This document, together with the documents incorporated by reference herein, comprises a prospectusfor the purposes of Article 5 of Directive 2003/71/EC (the Prospectus Directive) and has beenapproved as such by the UK Listing Authority.Each of the Issuer and Adecco S.A. (the Guarantor) accepts responsibility for the informationcontained in this Offering Circular. To the best of the knowledge of each of the Issuer and theGuarantor (each having taken all reasonable care to ensure that such is the case) the informationcontained in this Offering Circular is in accordance with the facts and does not omit anything likely toaffect the import of such information.No person has been authorised to give any information or to make any representation other than thosecontained in this document in connection with the offering of the Notes and, if given or made, suchinformation or representations must not be relied upon as having been authorised by the Issuer, theGuarantor or the Managers (as defined under Subscription and Sale below). Neither the delivery of thisdocument nor any sale made hereunder shall, under any circumstances, constitute a representation orcreate any implication that there has been no change in the affairs of the Issuer, the Guarantor or theGuarantor and its subsidiaries (the Group or the Company) since the date hereof. This documentdoes not constitute an offer of, or an invitation by, or on behalf of, the Issuer, the Guarantor or theManagers to subscribe for, or purchase, any of the Notes. This document does not constitute an offer,and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or inany circumstances in which such an offer or solicitation is not authorised or is unlawful.The Managers and the Trustee have not separately verified the information contained herein.Accordingly, no representation, warranty or undertaking, express or implied, is made and noresponsibility or liability is accepted by the Managers, the Trustee or any of them as to the accuracy orcompleteness of the information contained in this Offering Circular or any other information provided bythe Issuer or the Guarantor in connection with the Notes or their distribution.The Offering Circular is not intended to provide the basis of any credit or other evaluation and shouldnot be considered as a recommendation by the Issuer, the Guarantor or the Managers that anyrecipient of this Offering Circular should purchase any of the Notes. Each investor contemplatingpurchasing Notes should make its own independent investigation of the financial condition and affairs,and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor.The Notes have not been and will not be registered under the United States Securities Act of 1933, asamended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certainexceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons.For a further description of certain restrictions on the offering and sale of the Notes and on distributionof this document, see Subscription and Sale below.IN CONNECTION WITH EACH ISSUE OF NOTES, UBS LIMITED (THE STABILISING MANAGER)(OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOTNOTES (PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF RELEVANT NOTESALLOTTED DOES NOT EXCEED 105 PER CENT. OF THE AGGREGATE PRINCIPAL AMOUNT OFSUCH NOTES) OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKETPRICE OF SUCH NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISEPREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (ORPERSONS ACTING ON BEHALF OF THE STABILISING MANAGER) WILL UNDERTAKESTABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATEON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THERELEVANT NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST ENDNO LATER THAN THE EARLIER OF 30 DAYS AFTER THE CLOSING DATE AND 60 DAYS AFTERTHE DATE OF THE ALLOTMENT OF THE RELEVANT NOTES.2