independent auditor’s report t~4st oung report on the ... · information” related to the annual...

1111111111 — Ernst & Young Accountants

t~4ST OUNG D~o~e~aan1~.h

RO. Box 4555600 AL Eindhoven, The Netherlands

Tel.: +31 (0)88- 407 1000Fax: +31 (0)88-4074801www.ey.nl

Board of Directors ofAdecco International Financial Services B.V.Attn. Mr. Dominik de DanielP.0. Box 55300 AA ZALTBOMMEL

Eindhoven, April 12, 2013 96M9H6/AW/hdb/27420857

Dear Mr. de Daniel,

We confirm our permission to include the following text of our auditor’s report in the section “otherinformation” related to the annual report of Adecco International Financial Services B.V. for theyear 2012 dated April 12, 2013 as part of the annual report that equals the final draft presented to us.

‘~Independent auditor’s reportTo: the Management of Adecco International Financial Services B.V.

Report on the financial statementsWe have audited the accompanying financial statements of Adecco International FinancialServices B.V., Utrecht, the Netherlands, which comprise the balance sheet as at December 31, 2012,the profit and loss account for the year then ended and the notes, comprising a summary of theaccounting policies and other explanatory information.

Management’s responsibilityManagement is responsible for the preparation and fair presentation of these financial statements andfor the preparation of the management report, both in accordance with Part 9 of Book 2 of the DutchCivil Code. Furthermore management is responsible for such internal control as it determines isnecessary to enable the preparation of the financial statements that are free from materialmisstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Thisrequires that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

Ernst & Young Accountants LLP ina limited liability partnership incorporated under the Iaws of England and Wales and registered with CompaniesIfouse onder number 0C335594. The term partner in relation to Ernst & Young Accountants LLP is used to refer to (the representative of) a memberof Ernst S Young Accountants LLP. Ernst S Young Accountants LLP has its registered otfice at 1 Lambeth Palace Road, London SEt 7EU, UnitedKingdom, its principal place of business at Boompjes 258, 3011 XZ Rotterdam, the Netherlands and is registered with the Chamber of CommerceRotterdam number 24432944. Our services are subject to general terms and conditions, which contairi a limitation of liability clause.

—I Si ~‘ •LJfd

In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the financial statements in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, aswell as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Opinion with respect to the financial statementsIn our opinion, the financial statements give a true and fair view of the financial position of AdeccoInternational Financial Services B.V. as at December 31, 2012 and of its result for the year then endedin accordance with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regu~atory requirementsPursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, wehave no deficiencies to report as a result of our examination whether the management board reportto the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, andwhether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further wereport that the management report, to the extent we can assess, is consistent with the financialstatements as required by Section 2:39 1 sub 4 of the Dutch Civil Code.

Eindhoven, April 12, 2013

Ernst & Young Accountants LLP

signed by Arno J.M. van der Sanden”

The text of our auditor’s report states the name of our firm and the name of the responsible auditpartner but without a handwritten signature. We kindly request you to include the text of the auditor’sreport without handwritten signature in the version of the annual report that will be published. We haveenclosed one copy of our auditor’s report including an original handwritten signature. This copy ismeant for your own filing purposes.

Within four months after the reporting period , the completed annual report as referred to in theFinancial Supervision Act (Wet op het financieel toezicht; Wft), are made available to the public(Wft Section 5:25c). These annual report should be simultaneously sent to the Authority for theFinancial Markets (AFM) (Wft Section 5:25m).

1f you wish to publish the annual report and our auditor’s report on the Internet, it is your responsibilityto ensure proper separation of the annual report from other information on the web-site. For example,by presenting the annual report as a separate, read-only file, or by issuing a warning if readers switchfrom the web page containing the annual report (“You are now leaving the secure page containing theaudited annual report”).

‘II”,.

= NST OUG

A copy of the annual report is to be signed by management board and should be presented to theshareholders. The annual report should be adopted by the General Meeting of Shareholders andadoption should be recorded in the minutes.

1f prior to the General Meeting of Shareholders circumstances arise that require a modification to theannual report, please note that under Section 2: 362 sub 6 and Section 2:392 sub ig of the Dutch CivilCode such modifications should be made prior to the General Meeting of Share-holders. In this situation,of course, we withdraw our permission granted above.

Within five days after the adoption by the General Meeting of Shareholders, the annual report should besent to the Authority for the Financial Markets (AFM) (Wft Section 5:250). The AFM will send this annualreport to the Trade Register of the Chamber of Commerce within three days after receipt.

Yours sincerely,Ernst

/7Z

Enclosures: financial statements initialed for identification purposessigned auditor’s report for your filesinformation sheet “Publication of auditor’s report”

ing Accountants LLP

ification purposes:

R S & • N ~5613 AM Eindhoven, The NetherlandsP0. Box 4555600 AL Eindhoven, The Netherlands

Tel.: +31 (0)88-407 1000Fax: +31 (0)88- 407 4801www.ey.nl

Independent auditor’s reportTo: the Management of Adecco International Financial Services B.V.

Report on the financial statementsWe have audited the accompanying financial statements of Adecco International FinancialServices B.V., Utrecht, the Netherlands, which comprise the balance sheet as at December 31, 2012,the profit and loss account for the year then ended and the notes, comprising a summary of theaccounting policies and other explanatory information.

Management’s responsibilityManagement is responsible for the preparation and fair presentation of these financial statements andfor the preparation of the management report, both in accordance with Part 9 of Book 2 of the DutchCivil Code. Furthermore management is responsible for such internal control as t determines isnecessary to enable the preparation of the financial statements that are free from materialmisstatement, whether due to fraud or error.

A uditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Thisrequires that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the financial statements in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as wellas evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Ernst & Young Accountants LLP is a limited liability partnership incorporated under the Iaws of England and Wales and registered with CompaniesHouse onder number 0C335594. The term partner in relation to Ernst S Young Accountants LLP is used to refer to (the representative of) a memberof Ernst S Young Accountants LLP. Ernst S Young Accountants LLP bas its registered office at 1 Lambeth Palace Road, London SEI 7EU, UnitedKingdom, Is principal place of business at 8oompjes 258, 3011 XZ Rotterdam, the Netherlands and is registered with the Chamber of CommerceRotterdam number 24432944. Our services are suhject to general terms and conditions, which contain a imitation of liability clause.

ST& OU Page2

Opinion with respect to the financial statementsIn our opinion, the financial statements give a true and fair view of the financial position ofAdecco International Financial Services B.V. as at December 31, 2012 and of its result for the yearthen ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirementsPursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Clvii Code, we haveno deficiencies to report as a result of our examination whether the management board report , to theextent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whetherthe information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report thatthe management report, to the extent we can assess, is consistent with the financial statements asrequired by Section 2:391 sub 4 of the Dutch Civil Code.

Eindhoven, April 12, 2013

Ernst oung Accountants LLP

Arn.~.M. van der Sanden/

//

11111111I~III’ :1 ERNs OUNG

Publication of Auditor’s Report

1 ConditionsAuthorization to publish the auditors report is granted subject tothe following conditions.

— Further consultation with the auditor is essential if, afterthis authorization has been granted, fects andcircumstances become known which materially affect theview given by the financial statements.

— The authorization concerns inclusion of the auditors reportin the annual report to be tabled at the Annual GeneralMeeting (hereafter AGM) incorporating the financialstatements as drawn up.

The authorization also concerns inclusion of the auditorsreport in the annual report to be filed with the TradeRegistrar, provided consideration of the financialstatements by the AGM does not result in any amendments.

Financial statements for filing at the offices of the TradeRegistrar which have been abridged in accordance withSection 397 of 800k 2 of the Netherlands Clvii Code mustbe derived from the financial statements adopted by theAGM and a draft version of these financial statements forfiling purposes must be submitted to us for inspection.

The auditors report can also be inciuded if the financialstatements are published electronically, such as on theInternet. In such cases, the full financial statements shouldbe published and these should be easily distinguishablefrom other information provided electronically at the sametime.

— It the published financial statements are to be inciuded inanother document which is to be made public,authorization to inciude the auditor’s report must again begranted by the auditor.

2 Explanations to the conditions2.1 Board of supervisory directors and board of executive

directorsThe auditor usually forwards his report to the board of supervisorydirectors and to the board of esecutive directors. This is pursuant to800k 2 of the Netherlands Clvii Code, section 393 which stipulatesinter alla: ‘The auditor sets out the outcome of his esamination in areport’. ‘The auditor reports on his esamination to the board ofsupervisory directors and the board of esecutive directors’.

2.2 Annual General Meeting (AGM)Publication of the auditor’s report will only be permitted subject tothe auditor’s espress consent. Publication is understood to mean:making available for circulation among the public or to such group ofpersons as to make it tantamount to the public. Circulation amongshareholders or members, as appropriate, also comes within thescope of the term ‘publication’, so that inciusion of the auditor’sreport in the annual report to be tabled at the AGM similarly requiresauthorization by the auditor.

2.3 Auditor’s reports and financial statementsThe authorization concerns publication in the annual reportincorporating the financial statements that are the subject of theauditor’s report. This condition is based os the auditors’ rules ofprofessional practice, which state that the auditor will not beallowed to authorize publication of his report escept together withthe financial statements to which this report refers.The auditor will also at all times want to see the rest of the annualreport, since the auditor is not allowed to authorize publication ofhis report 1f, owing to the contents of the documents jointlypublished, an iscorrect impressios is created as to the significanceof the financial statements.

2.4 Events between the date of the auditor’s report and theAGM

Attention should be paid to the tact that between the date of theauditor’s report and the date of the meeting at which adoption, asappropriete, of the financial statements is considered, fects orcircumstences may have occurred which materially affect the viewgiven by the financial statementn. Under COS 560, the auditor mustperform audit procedures denigned to obtain sulficient auditevidence to ensure that all events occurring before the date of theeudifor’s report that warrant amendment of or dinciosure in thefinancial stefements have heen idenfified.

It the auditor becomes aware of events that may be of materialsignificance to the finencial statements, the auditor must considerwhether those events have been adequetely recognized endsutficiently disciosed in the noten to the financial statements. Itbetween the date of the auditor’s report and the date of publicationof the financial statements, the auditor becomes aware of a fact thatmay have a materiel impact os the financial stetements, the auditormust assess whether the financial statements should be amended,discuss the matter with management and act as circumstancesdictate.

2.5 Trede RegistrerThe financial statements are tabled at the AGM (legal entitiescoming within the scope of title 9 of Dook 2 of the Netherlands CivilCode table the directors’ report and the other information as well).The AGM considers adoption of the financial statemests. Only afterthe financial statements have been adopted, do they become thestatutory (ie. the company) financial statements. As a rule, thestatutory financial statements will be adopted without amendment.The auditor’s report must be attached to the statutory financialstatements as part of the other information. As a rule, the test ofthis report will be the same as that issued eerlier. The documents tobe made public by filing at the offices of the Trede Registrar willconsist of the statutory financial statements, the directors’ reportand the other information. The auditor’s report which refers to theusebridged financial statements will then have to be incorporated inthe other information. It consideration of the financial statements bythe AGM does not result in any amendments, the auditor’s reportmay be attached to the financial statements adopted, by the AGMand, provided the annual report and financial statements are filedpromptly at the offices of the Trede Registrar, published as part ofthese ennual report and financial statements.

2.6 Other menner of publicationThe financial statements may also be published other than by filingat the offices of the Trede Registrar. In that event, too, inclusion ofthe auditor’s report is permitted, provided the financial statementsare published in full. It publication concerns part of the financialstatements or 1f the financial statements are published in abridgedform, publication of any report the auditor has issued on suchfinancial statements will be prohibited, unless:a he has come to the conciusion that, in the circumstances of

the case, the document concerned is appropriate, orb based on legal regulations, publication of the document

concerned is all that is required.It less than the full financial statements ere published, furtherconsultefion with the auditor is essential.It the financial statements end the auditor’s report are published onthe Internet, It should be ensured that the tinenciel statements areeasily distinguisheble from other information contained os theInternet site. This can be achieved, for esemple, by inciuding thetinancial stetements as a seperete file in a read-only format or byinciuding a warning message when the reader esits the financialstatements document.

2.7 Inciusion in enother documentt the published tinanciel statements are to be inciuded in another

document which is to be made public, this is considered a newpublication end authorizetion must again be obtained from theeuditor. An esample of this situetion is the publication of en offeringcirculer which includes the financiel stetements, after these tinancialstetements have been tiled at the ottice of the Trede Registrartogether with the other annuel reports. For eech new publicetion,euthorizetion must again be obteined from the auditor.

2.8 Events after the AGMEven It tects end circumstances have become known after theedoption of the finenciel stetements as e result of which they nolonger give the stetutory frue end fair view, the euditor must standby the report issued os the financiel 5f af ements as edopted end bythe auditors report filed af the offices of the Trede Regisfrer. In thatevent, the legel entity is required to file e stelement af the otfices ofthe Trede Registraron these fecfs end circumnfences eccompeniedby en audilor’s reporf. In thin siluefion, foo, furf her consulletionwith the euditor is essenfiel.

Adecco

Adecco International Financial Services B.V.

Financial Statements2012

Adeccobetter work, better I~e

For ~dentiticL purposes

ÊliERNsTI& ~ UNGACCOU(~T~ ~TSLLP


Content

Balance sheet as per December 31, 2012 and December 31, 2011

Income statement for the years ended December 31, 2012 andDecember 31, 2011

Cash flow statement for the years ended December 31, 2012 andDecember3l,2011 5

Notes to the 2012 financial statements 6

Other information 20

For~~j icatlon purpos~

liERN4& Y0uNGACCO(~JTANTs LLP


Balance sheet as per December 31, 2012 and December 31,2011(after proposed appropriation of result)

2012 2011

Note EUR EUR EUR EUR

Non-current assetsLong-term loans to Group companies 4 641,340,853 1,136,090,853Non-current deferred taxes -- 2,564,991

Total non-current assets 641,340,853 1,138,655,844

Current assetsShort-term loans to Group companies 5 700,991,674 169,925,951Interest receivables from Groupcompanies 6 62,482,363 62,759,804Receivables from Group companies 7 -- 35,284Deferred financing fees -- 107,466Cash at bank 4,363 6,462

Total current assets 763,478,400 232,834,967

Total assets 1,404,819,253 1,371,490,811

Shareholder’s eqiuty

Share capital 8 2,500,000 2,500,000Retained earnings / (accumulated deficit) 8 (7,913,146) (6,102,563)

Total shareholder’s equity (5,413,146) (3,602,563)

Long-term debt, Iess currentmaturities 9 842,874,258 1,172,497,752

Current liabiitiesShort-term debt 10 516,819,602 144,933,393Interest payables to third partjes 11 45,870,068 45,950,839Interest payables to Group companies 12 -- 7,3 12Short-term loans from Group companies 13 -- 11,428,940Payables to Group companies 14 4,384,855 9,292Other payables 8,346Deferred Taxes 139,086 --

Corporate income tax payable 20 136,184 265,846

Total current liabilities 567,358,141 202,595,622

Total shareholder’s equity andliabilities 1,404,819,253 1,371,490,811

The accompanying notes represent an integral part ofthesefinancial statements.

For Identifj4{ior, purposes

-3- ~JJERNs~jf,~u~GACC7INT1tds LLP


Income statement for the years ended December 31, 2012 andDecember 31, 2011

2012 2011

Note EUR EUR EUR EURFinancial income:Interest mcome from Group companies 17 78,608,823 77,678,765Interest income 601 7,419

Financial expense:Amortization discount and fees (3,580,036) (3,075,297)

Other financing fees (322,892) (373,611)Interest and similar expenses 15 (73,352,184) (72,598,582)Interest expense to Group companies 16 (42,718) (108,799)Loss on tender/exchange transaction 9 (11,879,047)

Financial result 1,311,594 (10,349,152)

General and administrative expenses (108,031) (83,463)

Operating result (108,031) (83,463)

Income / (loss) before income taxes 1,203,563 (10,432,615)

Deferred taxes 20 (2,704,077) 2,564,991Income taxes 20 (310,069) (258,055)

Net income / (loss) (1,810,583) (8,125,679)

The accompanying notes represent an integral part of ihesefinancial statements.

For jurPoses


Cash flow statement for the years ended December 31, 2012and December 31, 2011

2012 2011

EUR EUR EUR EUROperating activities

Net income / (loss) (1,810,583) (8,125,679)Amortization of fees and discounts 3,580,036 3,075,297Interest accretion commercial paper 958,640 2,386,706Deferred taxes 2,704,077 (2,564,991)

Change in operating receivables andpayables:Interest receivables and payables to Group

companies 270,129 (15,857,403)Receivables and payables to Groupcompanies 4,410,847 (38,753)Interest payables to third parties 125,153 4,305,197Corporate income tax receivable and

payable (129,662) (229,588)Deferred financing fees 107,466 (107,466)

Loss on tender/exchange transaction -- 11,879,047Other payables 8,346 (8,171)

4,792,279 (57,137)

Cash flow from / (used in) operatmgactivities 10,224,449 (5,285,804)

Investing activitiesShort-term loans to Group companies (36,315,723) (11,219,044)Long-term loans to Group companies (145,520,854)

Cash flow from/ (used in) investingactivities (36,315,723) (156,739,898)

Financmg activities

Issuance of fixed rate notes 328,98 1,733Repayment of fixed rate notes (166,209,504)Issuance of commercial paper 900,518,115 918,680,209Repayment of commercial paper (863,000,000) (926,700,000)Loans from Group companies (11,428,940) 7,228,802

Cash flow from! (used in) fmancingactivities 26,089,175 161,981,240

Change in cash (2,099) (44,462)

The accompanying notes represent an integral part ofthesefinancial statements.

For idefltif at n purposes

EJJERNs & UNGACCO NTA TSLLP


ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.NOTES TO THE FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2012

General

Adecco International Financial Services B.V. (hereafter “AIFS” or the “Company”) wasincorporated on March 1, 2006. AIFS is a private limited liability company, with itsregistered seat in Utrecht, the Netherlands, having its head office at Hogeweg 123, 5301LL Zaitbommel, the Netherlands. The Company is governed by the Netherlands law. TheCompany is a wholly owned subsidiary of Adecco S.A., Chéserex - Switzerland. TheAdecco Group (Adecco S.A. and its consolidated subsidiaries) has as its core businessactivity the supply of personnel services, principally that of temporary and permanentstaff. The principal activity of AIFS is to raise finance for the Adecco Group.

The financial statements have been prepared under the histoncal cost convention and inconformity with the Dutch Civil Code. At this moment the Company has negative equitybut given the comfort letter provided by Adecco S.A. and the possibility ofrecapitaiization, the financial statements are complied on a going concern basis. Thefinancial statements of the Company will be filed at the Trade Register of the Chamberof Commerce in Utrecht, the Netherlands, after adoption by the General Meeting ofShareholders. The Management Report is available at our office in Zaltbommel.

2 Summary of significant accounting policies

The principal accounting policies adopted in preparing the financial statements of theCompany are as follows:

a) Basis of presentation

The principles applied in respect of the valuation of assets and liabilities anddetermination of the result are based on historical cost. Financial assets andliabiities are recorded at amortised costs unless stated otherwise.

b) Use of estimates

The preparation of financial statements in conformity with accounting principlesgenerally accepted in the Netherlands requires management to make estimates andassumptions that affect the reported amount of assets and liabilities at the date ofthe financial statements and the reported compoflents of results of operationsduring the reporting period. Actual results could differ from those estimates.

c) Reporting currency

The Company reports in Euro (“EUR”) as in the opimon of the directors the Eurogives the best understanding to the accounts given the financing and lendingactivities denominated in Euro. Substantially all transactions are done in Euro.

For identif 1 n purposes

&!I E~vs • UNGACC7 T~TSLLP

Adecco International Finaucial Services B.V.

d) Long-term loans

The non-current assets are stated at amortised costs using the effective interest rate.The initial recognition is at fair-value. At the end of each reporting period, theCompany test whether there are any indication of loans granted and other assetsbeing subject to impairment. 1f any such indications are present, the recoverableamount of these assets is determined. An asset is subject to impairment if itscarrying amount exceeds its recoverable amount. An impairment loss is directlyrecognized as an expense in the income statement. As at December 31, 2012 and2011, no impairment loss was recogrnsed.

e) Current assets

Short-term loans are stated at amortised costs. Initial recogrntion is at fair value, netof transaction costs.

f) Cash and cash equivalents

Cash and cash equivalents are stated at nominal value. The cash balance at the yearend represents cash held at banks. Cash is readily available.

g) Long-term debt

The long-term liabilities are stated at amortised costs. Initial recogmtion is at fairvalue, net of transaction costs. Subsequently, external notes are stated at amortisedcost. Any difference between the proceeds (net of transaction costs) and thesettiement or redemption of the extemal notes is recogrnzed over the term of theborrowing. Maturities within one year are presented under current liabilities.

h) Current liabilities

The current liabilities are stated at amortised costs. Initial recognition is at fairvalue, net of transaction costs. Uiiless stated otherwise, the amounts are due withinone year.

i) Revenue recognition

Interest is recognized on a time proportion basis that reflects the effective yield onthe asset.

For identi cati purposes

I!JERNS) UNG4C7JNTA TSLLP


j) Income tax

Taxation is based on a tax ruling concluded with Dutch fiscal authorities; thereforethe effective tax rate applied will cliffer from the nominal tax rate of 25.0% (2011:25.0%). Deferred taxes are valued at nominal value.

ForJdenti~ . ion purposes

&IIERNs OUNG~CCO NT’ TSLLP


3 Risk disciosure

Disciosures about Market Risk / Price Risk

The company is exposed to interest rate risk because of differences in duration of thelend and on-lend money and maturity dates of the bonds and intercompany loans. Intercompany ban extensions will be renegotiated considering current market interest rateswhich may be different compared to the rate upon issuance of the bond. The possibilityexists that intercompany loans will bear a lower interest rate than the initial intercompanyban entered into upon issuance of the bond which will have an impact on theprofitability of the Company. 1f the situation requires, Adecco Group has the possibilityto recapitalize the Company or can implement other measures to support the Company tocontinue as a going concern.

Disciosures about Credit Risk

Credit risk arises mainly from the lending activities of AIFS. Since this lending activityis constraint within the Adecco Group, the implicit risk of the company is the AdeccoS.A. risk. The credit rating of Adecco S.A. is “BBB”, by Standard and Poors, which isinvestment grade. Therefore, the risk of a credit loss on the group lending is limited.

The maximum credit risk at December 31, 2012 equals to the total amount of assets.

Disciosures about Liquidity Risk

Management believes that the ability to generate cash from operations combined withadditional capital resources available is sufficient to support the existing businessactivities and to meet short- and medium-term financial commitments.

For ~den Icat .n purposes

~JJERNs ~~~UNGACC NTA TSLLP


4 Long-term loans to Group companiesThe long-term loans to Group companies can be detailed as follows:

Interest 01-01-2012 Additions / 31-12-2012rate (redemptions)

/ (transfers)EUR EUR EUR

Loans to Adecco Beteiligungs GmbH, Germany 5.31% 494,750,000 (494,750,000)(a.k.a. Adecco Germany Holding GmbH)Loans to Adecco Beteiligungs GmbH, Germany 8.43% 29,826,932 -- 29,826,932(a.k.a. Adecco Germany Holding GmbH)Loans to Adecco Holding Europe BV., the 8.43% 252,083,013 -- 252,083,013

NetherlandsLoans to Adecco International Holding B.V., the 8.43% 33,259,886 -- 33,259,886

NetherlandsLoans to Adecco Coordination Center S.A., 8.43% 180,650,168 -- 180,650,168

Luxembourg branchLoans to Adecco Financial Services (Bermuda) 5.50% 145,520,854 -- 145,520,854

Ltd., Bermuda

1,136,090,853 (494,750,000) 641,340,853

In connection with the fixed rate guaranteed notes maturing on April 25, 2013, theCompany granted EUR 494,750,000 loans to Adecco Beteiligungs GmbH, Germany(a.k.a Adecco Germany Holding GmbH) in order to finance the acquisition of DeutscherIndustrie Service (DIS) Germany. The loans accrued mterest at an annual rate of 5.31%that is payable annually in arrears on April 25, and mature on April 25, 2013.

In 2012 the fixed rate guaranteed notes, maturing on April 25, 2013 of EUR 494,750,000to Adecco Beteiligungs GmbH were transferred to short-term loans due to the matuntywithin one year.

In connection with the issuance of the EUR 500,000,000 fixed rate guaranteed notesmaturing on April 28, 2014 the Company granted loans of EUR 29,826,932 to AdeccoBeteiligungs GmbH, Germany (a.k.a. Adecco Germany Holding GmbH), EUR252,083,013 to Adecco Holding Europe B.V., the Netherlands, EUR 180,650,168 toAdecco Coordination Center S.A., Belgium, and EUR 33,259,886 to AdeccoInternational Holding B.V., the Netherlands. The loans were used for general corporatepurposes of the Adecco Group. The loans accrue interest at an annual rate of 8.43% thatis payable annually in arrears on April 28 and mature on April 28, 2014.

In 2011, due to the restructuring of Adecco Coordination Center S.A., Belgium, the banof EUR 180,650,168 was transferred to Adecco Coordination Center S.A., Luxembourgbranch.

In April 2011, the Company completed tender and exchange offers for the outstandingEUR 500,000,000 fixed rate guaranteed notes due 2014 and EUR 500,000,000 fixed rateguaranteed notes due 2013 and issued new EUR 500,000,000 7-year unsubordinatedfixed rate notes guaranteed by Adecco S.A., due April 14, 2018. For Identi ic . purposes

-10 - Ei~si: ~ UNGACCOU AN LLP


Proceeds from the transaction were partially used to grant ban of EUR 145,520,854 toAdecco Financial Services (Bermuda) Ltd., Bermuda. The loans accrue interest at anannual rate of 5.50% that is payable annually in arrears on April 14 and mature on April13, 2018.

Interest rates mentioned are also the effective interest rates as loans are issued at par100% and repaid at pai 100% and there are no transaction costs for these loans. Atinception the interest rates were at arm’s length market rates.

5 Short-term loans to Group companiesThe short-term loans to Group companies consist of:

Interest rate 2012 2011EUR EUR

Loans to Adecco Beteiligungs GmbH., Germany 5.31% 494,750,000(a.k.a. Adecco Germany Holding GmbH)Loans to Adecco Beteiigungs GmbH., Germany 1.82% 5,511,346 12,152,218(a.k.a. Adecco Germany Holding GmbH)Loans to Adecco International Holding B.V., the Netherlands 0.62% 2,951,857 2,914,902Loans to Adecco Holding Europe B.V., the Netherlands 2.00% -- 9,925,438Loans to Adecco Coordination Center S.A., Belgium 0.57% 183,616,072 144,933,393Loans to Adecco Financial Services (Bermuda) Ltd., Bermuda 0.62% 14,162,399

700,991,674 169,925,951

Loans of EUR 12,152,218 to Adecco Beteiligungs GmbH, Germany, EUR 2,914,902 toAdecco International Holding B.V., the Netherlands and EUR 9,925,438 to AdeccoHolding Europe B.V., the Netherlands were granted in 2010 and 2011 to fmance interestdue on outstanding long-term and short-term loans. In 2012 the ban of EUR 9,925,438to Adecco Holding Europe B.V., the Netherlands was fully repaid. Also in 2012 theloans to Adecco Beteiigungs GmbH, Germany bas been partially repaid for the amountof EUR 6,883,330. Loans of EUR 14,162,399 were issued to Adecco Financial Services(Bermuda) Ltd, Bermuda in 2012.

In connection with the commercial paper program in 2012, The Company granted EUR183,616,072 (2011: EUR 144,933,393) loans to Adecco Coordination Center S.A.,Belgium. All boans associated with the commercial paper program were granted toAdecco Coordination Center S.A., Belgium. The interest rate of 0.57% is a weightedaverage rate.

Interest rates mentioned are also the effective interest rates as loans are issued at par100% and repaid at par 100%. There are no transaction costs for these boans as well as atinception the interest rates were at arm’s length market rates.

In 2012 the fixed rate guaranteed notes, maturing on April 25, 2013 of EUR 494,750,000to Adecco Beteiligungs GmbH were transferred from long-term loans due to the maturitywithin one year.

For identif 1 n purposes

IiiEiir’.is & UNG4CC NTA SLLP


6 Interest receivables from Group companiesThe interest receivables from Group compames can be detailed as follows:

2012 2011EUR EUR

Adecco Beteiligungs GmbH, Germany Interest on loans 26,813,345 26,884,849(a.k.a Adecco Germany Holding GmbH)Adecco Holding Europe B.V., the Netherlands Interest on loans 14,576,812 14,620,469Adecco Coordination Center S.A., Luxembourg branch Interest on loans 10,488,268 10,488,268Adecco International Holding BV., the Netherlands Interest on loans 4,766,263 4,767,903Adecco Coordination Center S.A., Belgium Interest on loans 67,302 276,200Adecco Financial Services (Bermuda) Ltd., Bermuda Interest on loans 5,770,373 5,722,115

62,482,363 62,759,804

7 Receivables from Group companiesThe receivables from Group comparnes can be detailed as follows:

2012 2011EUR EUR

Adecco Coordination Center S.A., Belgium Current account 35,284

35,284

For Iden fic on purpose~

-12- hER T& UNGAC UN TSLLP


8 Shareholder’s equityThe authorized share capital amounts to EUR 12,500,000 divided into 12,500 shares,each with a nominal value of EUR 1,000. 2,500 shares are registered and fully paid in.Regarding the negative equity at December 31, 2012, Adecco S.A. provided a comfortletter, to confirm its policy to ensure that the Company can meet its contractual and otherobligations to third partjes.

Share capital Retained Totalearrnngs /

(accumulateddeficit)

EUR EUR EUR

Balance as at January 1, 2011 2,500,000 2,023,116 4,523,116

Net income / (loss) -- (8,125,679) (8,125,679)

Balance as at December 31,2011 2,500,000 (6,102,563) (3,602,563)

Balance as at January 1, 2012 2,500,000 (6,102,563) (3,602,563)

Net income / (loss) -- (1,810,583) (1,810,583)

Balance as at December 31, 2012 2,500,000 (7,913,146) (5,413,146)

9 Long-term debtThe long-term debt consist of:

2012 2011

EUR EUR

Notes issued, 2009 355,976,000 355,976,000

Issuance discount, costs and deferred loss on (911,509) (1,603,650)notes exchange, 2009

Notes issued, 2011 500,000,000 500,000,000

Issuance discount, costs and deferred loss on (12,190,233) (14,498,7 18)notes exchange, 2011

Notes issued, 2006 -- 333,384,000

Issuance discount, costs and deferred loss on -- (759,880)notes exchange, 2006

Long-term notes issued 842,874,258 1,172,497,752

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ACCtUt./7NTS LLP


Notes issued 2006:

On April 25, 2006, The Company issued EUR 500,000,000 fixed rate notes guaranteedby Adecco S.A., the parent company, due April 25, 2013. The proceeds were used for therefinancing of the Deutscher Industrie Service (DIS) acquisition and for generalcorporate purposes of the Adecco Group. Interest is paid on the fixed rate notes annuallyin arrears at a fixed annual rate of 4.5%, the effective interest rate is 4.6%.

In April 2011, EUR 84,132,000 nominal value of outstanding fixed rate notes due 2013were exchanged for the 7-year notes and EUR 82,484,000 nominal value of outstandingfixed rate notes due 2013 were tendered for cash. This transaction reduces the nominalvalue of the outstanding principal of the fixed rate notes due 2013 to EUR 333,384,000.These notes are classified as short-term debt as of December 2012. The interestpercentages remain unchanged.

Notes issued 2009:

On April 28, 2009, The Company issued EUR 500,000,000 fixed rate notes guaranteedby Adecco S.A., the parent company, due April 28, 2014. The proceeds further increasedthe Adecco Group financial flexibility with respect to the refinancmg of the guaranteedzero-coupon convertible bond and were used for general corporate purposes of theAdecco Group. The interest is paid on the fixed rate notes annually in arrears at a fixedannual rate of 7.625%, the effective interest rate is 7.86%.

In April 2011, EUR 71,209,000 nominal value of outstanding fixed rate notes due 2014were exchanged for the 7-year notes and EUR 72,815,000 nominal value of outstandingfixed rate notes due 2014 were tendered for cash. This transaction reduces the nominalvalue of the outstanding principal of the fixed rate notes due 2014 to EUR 355,976,000.The interest percentages remain unchanged.

Notes issued 2011:

On April 14, 2011, The Company issued EUR 500,000,000 fixed rate notes guaranteedby Adecco S.A., the parent company, due April 14, 2018 (7-year notes). The interest ispaid on the fixed rate notes annually in arrears at a fixed annual rate of 4.75%, theeffective interest rate is 4.84%.

The exchange and tender were priced at 103.06% for the fixed rate notes due 2013 and at111.53% for the fixed rate notes due 2014. In relation to the tender of the notes, theCompany recognized a loss of EUR 11,879,047 in 2011. In addition, a charge of EUR12,256,833 relatmg to the exchange transaction is recognized and will be amortised tointerest expense over the life of the 7-year notes.

The net proceeds of the tender/exchange transaction were used for general corporatepurposes of the Adecco Group.

For ide if ation purposes

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10 Short-term debtThe short-term debt consists of:

2012 2011EUR EUR

Notes issued 333,384,000Issuance discount, costs and deferred loss on notes (180,470)exchangeCommercial paper issued - nominal 184,000,000 145,500,000Issuance discount on outstanding commercial paper (383,928) (566,607)

Short-term notes issued 516,819,602 144,933,393

On August 30, 2010, the Company established a French commercial paper programme(Billet de Tresorerie programme). Under the programme, The Company may issue shortterm commercial paper up to maximum amount of EUR 400,000,000, with maturity ofindividual paper of 365 days or less. The proceeds of the issuance were used to grantshort-term loans to Group companies. The paper is usuafly issued at a discount, andrepaid at nominal at maturity, discount representing the interest to the investors in thecomrnercial paper. The prograinme is guaranteed by Adecco S.A. As of December 31,2012, nominal amount of EUR 184,000,000 was outstanding under the programme(2011: EUR 145,500,000), with maturities of up to 364 days. The weighted-averageinterest rate on commercial paper outstanding was 0.31% as of December 31, 2012, thisalso reflects the effective interest rate.

In 2012, the reduced outstanding principal of the fixed rate notes of EUR 333,384,000guaranteed by Adecco S.A., due April 25, 2013 were transferred from long-term debt toshort-term debt due to the maturity within one year. Interest is paid on the fixed ratenotes annually in arrears at a fixed annual rate of 4.5%, the effective interest rate is 4.6%.

11 Interest payable to third partiesThe interest payable to third partjes can be detailed as follows:

2012 2011EUR EUR

Interest accrual on fixed rate notes 45,807,068 45,681,915Accrued interest on outstanding conmiercial paper 63,000 268,924

45,870,068 45,950,839

The interest payable to third parties relates to the interest accrued and not yet paid on thefixed rate notes described in Note 9.

For identi~i~rpos~

-15 - Î!IERNSTA V~UNG

ACCO~TAf~4jS LLP


12 Interest payables to Group companies

2012 2011EUR EUR

Adecco S.A., Switzerland -- 7,276Adecco Coordination Center S.A., Luxembourg branch -- 36

-- 7,312

13 Short-term loans from Group companies

2012 2011Interest rate EUR EUR

Adecco S.A., Switzerland 1.36% -- 11,372,581Adecco Coordination Center S.A., Luxembourg branch 1.36% -- 56,359

-- 11,428,940

14 Payables to Group companies

2012 2011EUR EUR

Current liabilities:

Adecco Support B.V., the Netherlands 2,440 9,292Adecco S.A., Switzerland 4,371,322 --

Adecco Coordination Center S.A., Belgium 6,176 --

Adecco Holding Europe BV., the Netherlands 4,917 --

Total current liabilities: 4,384,855 9,292

15 Interest and similar expensesThe interest and similar expenses can be detailed as follows:

2012 2011EUR EUR

Interest on fixed rate notes 65,955,603 64,283,018Interest on commercial paper 958,640 2,3 86,707Guarantee fee to Adecco S.A., Switzerland 6,436,616 5,922,774Other fees 1,325 6,083

73,352,184 72,598,582

For identiti n purposes

-16- ffJJERNST& UNGACCO NT N SLLP


16 Interest expense to Group companiesThe interest expense to Group companies can be detailed as follows:

2012 2011EUR EUR

Interest to Adecco S.A., Switzerland 42,508 108,096Interest to Adecco Coordination Center S.A., Luxembourg 210 703

branch

42,718 108,799

17 Interest income from Group companiesThe interest income from Group companies is as follows:

2012 2011EUR EUR

Interest from Adecco Beteiligungs GmbH, Germany 29,069,195 29,122,649(a.k.a. Adecco Germany Holding GmbH)Interest from Adecco Holding Europe BV., the Netherlands 21,650,381 21,675,608Interest from Adecco International Holding B.V., the Netherlands 2,885,177 2,893,067Interest from Adecco Coordination Center S.A., Belgium 1,434,196 2,625,202Interest from Adecco Coordination Center S.A., Luxembourg branch 15,478,949 15,436,657Interest from Adecco Financial Services (Bermuda) Ltd., Bermuda 8,090,925 5,925,582

78,608,823 77,678,765

18 EmployeesDuring the financial year 2012 there were no employees (2011: no employees) within theCompany.

19 Related party transactionsIn 2012, a guarantee fee of EUR 6,436,616 (2011: 5,922,774) was charged by AdeccoS.A. for the underwriting of the notes and comrnercial paper; with respect to interestexpenses and income from Group companies further reference is made to notes 15, 16and 17. All related party transactions are at arm’s length.

20 Income taxesThe total current income tax payable as of December 31, 2012 is EUR 136,184 (2011:EUR 265,846) and the total expense in the income statement is EUR 3 10,069. InDecember 2012 an accrual was made for EUR 40,112 relating to the income taxes 2011, Jalso EUR 15,246 was released for the 2009/2010 taxes. ,47

For ide t t n purposes

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In November 2012 the performance of the Company was reviewed. It was noted that theincome of the Company, since the tender/exchange transaction is not as high as expecteddue to lower interest differential between the notes and the loans granted to affiliates.Therefore it was decided that the Deferred Tax Asset (DTA) held by the Companyshould be reversed in November 2012 as the Company is not expected to have materialtaxable income in future.

21 Fair value of non-derivative financial instrumentsThe following table shows the carrying value and the fair value of non-derivativefinancial instruments as of December 31, 2012 and December 31, 2011.

2012 2012 2011 2011Carrying Fair value Carrying Fair value

value valueNon-derivative financial instruments:Non-current assets:- Long-term loans 641,340,853 747,112,893 1,136,090,853 1,357,828,546Current assets:- Short-term loans 700,991,674 726,829,259 169,925,951 170,267,278

Non-current liabiities:- Long-term debt 842,794,063 943,321,376 1,172,497,752 1,233,857,715Current liabilities:- Short-term debt 516,899,797 516,899,797 156,631,258 156,631,258

The Company uses the following methods and indent to estimate the fair value of each class ofnon-derivative financial mstruments:

Loans (long- and short-term)To calculate the fair market value of loans receivable, the DCF approach was applied.Starting from the scheduled interest and principal payments set forth in the bancontracts each individual ban was valued by discounting the remaining interest andprincipal payments with the appropriate arm’s length interest rate as of valuation dateLong-term debt, including current maturitiesThe fair value of the Company’s publicly traded long-term debt is estimated usingquoted market pricesShort-term debtThe carrying amount approximates the fair value given the short maturity of suchinstruments

22 Audit feesThe total audit fees for 2012 amounted to EUR 26,000 excluding VAT (2011: EUR22,000). All the fees relate to assurance assignments.

23 Remuneration of the Board of DirectorsThe members of the Board of Directors received remuneration in total of EUR 18,813(2011: EUR 18,138).

For identific n urposes

-18- IJJE~sr NG~tCCOU TA T LLP


April 12, 2013

The Directors:

Dominik de Daniel Clemens van den Broek

Hana Balcarova Patrick Bakker

Mark van Bussel

For iden atlon purposes

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Other information

Provisions in the articles of association governing the appropriation ofprofits.

According to the articles of association, the profit is at the free disposal of the General Meetingof Shareholders.

The company may make distributions of profit only to the extent that its shareholders’ equityexceeds the sum of the amount of the paid up and called up part of the capital and the reserveswhich must be maintained by law; any distribution of profits shali be made after the adoption ofthe Annual Accounts from which it shail appear that the same is permitted.

Proposed appropriation of result

These financial statements have been prepared on the basis that the result for the year will betransferred fully to the retained earnings / (accumulated deficit). A proposal will be made at theGeneral Meeting of Shareholders.

Cross border listings

The Company is listed, regarding the bonds, on the London Stock Exchange.

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For purposes

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