ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

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USE OF PROCEEDSThe net proceeds of the issue of the Floating Rate Notes, amounting to approximately €199,700,000,and the net proceeds of the issue of the Fixed Rate Notes, amounting to approximately €494,750,000,will be applied by the Issuer to finance the acquisition of DIS AG by a German subsidiary of theGuarantor and for its general corporate purposes outside of Switzerland.44
Adecco International Financial Services B.V.DESCRIPTION OF THE ISSUERAdecco International Financial Services B.V. (the Issuer) is a finance vehicle and a wholly ownedsubsidiary of Adecco S.A. (the Guarantor). It was incorporated on 1 March 2006 with infinite durationunder the laws of The Netherlands. The Issuer is registered with the Trade Register of the Chamber ofCommerce (Kamer van koophandel) in Utrecht under number: 30212925 as a private company withlimited liability.The authorised capital of the Issuer is €12,500,000 divided into 12,500 shares of €1,000 each. Theissued share capital of the Issuer is €2,500,000 consisting of 2,500 shares of €1,000 each, held by theGuarantor. The Issuer's Memorandum of Association does not provide for any conditional capital orany participation certificates. The Issuer has not taken any resolution about the issuance of newshares.Managing DirectorThe sole Managing Director of the Issuer is Adecco Holding Europe B.V. a private company andsubsidiary of the Guarantor with limited liability, having its corporate seat in Utrecht, The Netherlandsand having its office address at 3542 AW Utrecht, Savannahweg 71, The Netherlands, registered withthe Trade Register of the Chamber of Commerce in Utrecht under number 16088128.Adecco Holding Europe B.V. is a holding company of the Adecco Group for operative and financeentities worldwide. Its purpose is, inter alia, to incorporate, participate in, co-operate with, conductmanagement of, render services to and finance other enterprises and legal entities.The Directors of Adecco Holding Europe B.V. are Thorvald Voorman (Finance Director of AdeccoNederland Beheer), Gwen Klaphake (Manager of the Legal department for Dutch Operations) andJames Fredholm (Head of Global Business Line Finance and Legal).The business address of Thorvald Voorman and Gwen Klaphake is 3542 AW Utrecht, Savannahweg71, The Netherlands. The business address of James Fredholm is Sägereistrasse 10, 8152 Glattbrugg,Switzerland.At the date of this Offering Circular, there are no potential conflicts of interest between the duties to theIssuer of the sole managing director and its other interests and/or other duties.The registered office of the Issuer is at 3542 AW Utrecht, Savannahweg 71, The Netherlands,telephone number +31 30 247 5555.Due to the fact that the Issuer was incorporated in 2006, there are no financial statements or auditreports of the Issuer with respect to earlier periods available.The Issuer is a finance vehicle to be used as Issuer of the Notes. Its principal objects are set out, infull, in Article 2 of its Articles of Association, and include the issuance of bonds. A copy of the Issuer'sArticles of Association will be available for inspection as described under General information below.45
Page 1 and 2: ADECCO INTERNATIONAL FINANCIAL SERV
Page 3 and 4: All references in this document to
Page 5 and 6: RISK FACTORSIn making an investment
Page 7 and 8: states will initiate similar review
Page 9 and 10: Jacobs, Lavinia Jacobs, Nicolas Jac
Page 11 and 12: currency unit (the Investor's Curre
Page 13 and 14: TERMS AND CONDITIONS OF THE FLOATIN
Page 15 and 16: Agent Bank with the rate at which d
Page 17 and 18: 5. Guarantee and Status of the Guar
Page 19 and 20: (e) Payment on a Presentation DateA
Page 21 and 22: capital of the Guarantor. For the p
Page 23 and 24: prior to its stated maturity as a r
Page 25 and 26: 10. PrescriptionNotes and Coupons w
Page 27 and 28: 15. Further issuesThe Issuer may fr
Page 29 and 30: 3. Negative PledgeSo long as any No
Page 31 and 32: Guarantor, as the case may be, beco
Page 33 and 34: the Trustee becoming so aware (the
Page 35 and 36: (d) PurchasesThe Issuer, the Guaran
Page 37 and 38: provided that:(i)for the purposes o
Page 39 and 40: (c)SubstitutionThe Trust Deed conta
Page 41 and 42: SUMMARY OF PROVISIONS RELATING TO T
Page 43: Luxembourg (which may include notic
Page 47 and 48: incurred and the net difference bet
Page 49 and 50: eporting delay reduced operating in
Page 51 and 52: Board of DirectorsAs of the date of
Page 53 and 54: Employment-related claims and costs
Page 55 and 56: (verbonden lichaam); and (ii) the N
Page 57 and 58: purchase price or the sale proceeds
Page 59 and 60: ItalyThe offering of the Notes has
Page 61 and 62: unemployment tax reviews, and (iii)
Page 63 and 64: Adecco Group - Consolidated balance
Page 65 and 66: Adecco Group - Consolidated stateme
Page 67 and 68: In EURAdecco Group - Consolidated s
Page 69 and 70: Adecco Group - Notes to consolidate
Page 75 and 76: Income taxesAdecco Group - Notes to
Page 95 and 96:
Fair value hedgesAdecco Group - Not
Page 97 and 98:
Adecco Group - Notes to consolidate
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
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DESCRIPTION OF DIFFERENCES BETWEEN
Page 111 and 112:
(c)Intercompany transfers: U.S. GAA
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