Risks associated with the Company's international operations, including currencymay adversely affect the Company's business or operating results.fluctuations,The Company's operations are conducted around the world. Operations in the Company's markets aresubject to risks inherent in international business activities, including, but not limited to:• foreign currency fluctuation;• varying economic and political conditions;• cultures and business practices in different regions;• overlapping of different tax structures;• accounting and reporting requirement compliance;changing and, in some cases, complex or ambiguous laws and regulations; and• litigation claims and judgments.The Company's local operations are reported in the applicable foreign currencies and then translatedinto Euro at the applicable foreign currency exchange rates for inclusion in the Company'sconsolidated financial statements. Exchange rates for currencies of these countries may fluctuate inrelation to the Euro and these fluctuations may have an adverse effect on the Company's operatingresults when foreign currencies are translated into Euro.The Company's acquisition strategy may have an adverse effect on the Company'sbusiness.The Company has a strategy of growing in part by acquisition and may make material acquisitions inthe future. Acquisitions may involve significant risks, including but not limited to:difficulties in the assimilation or integration of the operations, services and corporate culture of theacquired companies;• failure to achieve expected synergies and other benefits;• insufficient indemnification from the selling parties for legal liabilities incurred by the acquiredcompanies prior to the acquisitions; and• diversion of management's attention from other business concerns.In addition, further acquisitions would likely result in the incurrence of debt, and contingent liabilitiesand an increase in interest expense and amortisation expense related to intangible assets, which couldhave a material adverse effect on the Company's results of operations, financial condition or liquidity.The Company's major shareholders, which include the Company's Chairman and CEO, couldhave a significant impact on decisions taken by a meeting of shareholders.As of 31 December 2005, 42,804,180 shares representing 22.8% of the total Adecco S.A. registeredshare capital were held by a group consisting of Jacobs Holding AG (formerly KJ Jacobs AG), Zurich,Switzerland—which represents the Jacobs Group and whose own shares and participation certificatesare held by Jacobs Foundation and by the association Jacobs Familienrat (both Zurich, Switzerland)—Jacobs Venture AG, Baar, Switzerland, Triventura AG, Baar, Switzerland, Klaus J. Jacobs, Renata I.8
Jacobs, Lavinia Jacobs, Nicolas Jacobs, Philippe Jacobs, and Nathalie Jacobs (the Jacobs Group).The members of the Jacobs Group have entered into a voting trust agreement. In addition, the abovementioned Jacobs Group represented by Jacobs Holding AG is entitled and obliged, subject to certainconditions precedent, to acquire additional 12,000,000 shares representing 6.4% of the total AdeccoS.A. shares issued at the date hereof by 30 June 2007. The direct and indirect ownership of asubstantial percentage of the outstanding Adecco S.A. common shares by these shareholdersprovides them with significant voting power at a meeting of shareholders.Factors which are material for the purpose of assessing the market risks associated with theNotesThe Notes may not be a suitable investment for all investorsEach potential investor in the Notes must determine the suitability of that investment in light of its owncircumstances. In particular, each potential investor should:(a) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, themerits and risks of investing in the Notes and the information contained in this Offering Circular;(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of itsparticular financial situation, an investment in the Notes and the impact the Notes will have on itsoverall investment portfolio;(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in theNotes, including where the currency for principal or interest payments is different from the potentialinvestor's currency;(d) understand thoroughly the terms of the Notes and be familiar with the behaviour of EURIBOR andthe financial markets; and(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios foreconomic, interest rate and other factors that may affect its investment and its ability to bear theapplicable risks.Risks related to the Notes generallySet out below is a brief description of certain risks relating to the Notes generally:Modification, Waivers and SubstitutionThe conditions of the Notes contain provisions for calling meetings of the Holders to consider mattersaffecting their interests generally. These provisions permit defined majorities to bind all Holdersincluding Holders who did not attend and vote at the relevant meeting and Holders who voted in amanner contrary to the majority.The conditions of the Fixed Rate Notes and the Floating Rate Notes also provide that the Trustee may,without the consent of Noteholders, agree to (i) any modification of, or to the waiver of any breach of,the Conditions or the Trust Deeds, or determine, without any such consent from the Noteholders, thatany Event of Default or Potential Event of Default shall not be treated as such, which is not, in theopinion of the Trustee, materially prejudicial to the interests of the Noteholders or (ii) any modificationof the Conditions or the Trust Deeds which, in the opinion of the Trustee, is of a formal, minor ortechnical nature or to correct a manifest or proven error or to comply with mandatory provisions of lawor (iii) the substitution at any time of any other non-Swiss Subsidiary of the Guarantor in the place ofthe Issuer as the principal debtor under the Trust Deed and the Notes and Coupons.9