Adecco - Disclosure of shareholdings

12/15/2006, 6:00 PM (Source: GlobeNewswire)

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Adecco S.A. Chéserex: Pursuant to art. 20 of the Federal Act on Stock
Exchanges and Securities Trading, Adecco S.A. has received the
following notification:

1. Name of the listed company
Adecco S.A.

2. Number and type of shares and proportion of voting rights (total
holdings in percent)
51,437,540 Registered Shares Adecco SA; 27.4%

3. Identity of the involved parties
Group consisting of Deutsche Bank AG, Taunusanlage 12, 60325
Frankfurt am Main, Germany, and its subsidiaries:
- Deutsche Bank AG, London Branch, Winchester House, 1 Great
Winchester Street, EC2N, UK;
- Deutsche Bank AG, Zurich Branch, Uraniastr. 9, 8023 Zurich
- Deutsche Asset Management Investmentgesellschaft mbH, Mainzer
Landstr. 178-190, 60327 Frankfurt am Main
- DWS Investments (Spain) S.G.I.I.C., S.A., Paseo de la
Castellana, 18, E-28046 Madrid
- Deutsche Asset Management (Japan) Limited, Nagata-cho,
Chiyoda-ku, Sanno Park Tower 2-11-1, J-Tokyo
- DWS (Austria) Investmentgesellschaft mbH, Hohenstaufengasse
4, 1010 Wien
- DWS Investment GmbH, Mainzer Landstr. 178-190, 60327
Frankfurt am Main
- DWS Investment S. A., Luxemburg, 2 Boulevard Konrad Adenauer,
1115 Luxembourg
- DWS Investments Italy SGR S.p.A., Via M. Gioia n.8, I-20124
Milano
- DWS Investments Schweiz, Theaterstrasse 12, CH-8001 Zurich
- Deutsche Asset Management, Inc., 345 Park Avenue, New York,
NY 10154
- Deutsche Bank Trust Company Americas, 60 Wall Street, New
York, NY 10005-2858.

4. Indirect sale, relationship between the beneficial owner and the
direct vendor
n.a.

5. Type and amount of the equity securities, of the conversion, share
purchase or share sales rights held and the voting rights attached to
them
a) Put Option granted by Deutsche Bank AG to Jacobs Venture AG
to deliver up to 32,170,829 (17.1%) of Adecco shares in discharge of
its repayment obligation at maturity of the Contract No. I.
b) Conversion entitlement of Deutsche Bank AG in the form of an
obligation by Triventura AG towards Deutsche Bank AG to deliver
12,000,000 (6.4%) of Adecco shares at maturity in full discharge of
its repayment obligations at maturity of the Contract No. II.
c) 3,529,711 (1.88%) of Adecco shares and 1,859,000 (0.99%) of
call options and 1,878,000 (1.00%) put options in Adecco shares
currently held by the members of the group in the course of their
ordinary trading and asset management activities.

6. Time (date) of acquisition, sale or understanding through which
the shareholding reached, exceeded or fell below the percentage
threshold

Bilateral Equity Linked Contract No I: Bilateral Equity Linked
Contract dated 6 December 2005 between Jacobs Venture AG and Deutsche
Bank AG (the "Contract No. I"); see 8. below.
Bilateral Equity Linked Contract No. II: Bilateral Equity Linked
Contract dated 8 November 2006 between Triventura AG and Deutsche
Bank AG (the "Contract No. II"); see 8. below.

7. Time of transfer if not the same as that of the conclusion of the
contract
n.a.
8. Further remarks

Bilateral Equity Linked Contract No. I
In December 2005, Sonata Securities S.A., Luxembourg, ("Sonata")
issued bonds in the total amount of CHF 767,300,000 due 2010
exchangeable into Adecco shares. The proceeds were used to acquire a
limited recourse instrument from Deutsche Bank AG on the same terms.
In connection with these arrangements and, in particular, to enable
Deutsche Bank AG to obtain the shares deliverable under the limited
recourse instrument, Deutsche Bank AG has entered into the Contract
No. I with Jacobs Venture AG containing the put option for up to
32,170,829 (17.1%) Adecco shares (see para. 5.a)); "Put Option"). The
proceeds obtained by Deutsche Bank AG under the limited recourse
instrument were passed on to Jacobs Venture AG in order to finance
the acquisition by Jacobs Venture AG of Adecco shares. Under Contract
No. I, Jacobs Venture AG has the right to discharge in whole or in
part its repayment obligation towards Deutsche Bank AG by delivering
up to 32,170,829 Adecco Shares by way of exercise of the Put Option
(see para. 5.a)).
Under the terms of the bonds, bondholders have the right to demand
conversion of their bonds into Adecco shares. This right is
replicated in the limited recourse instrument between Deutsche Bank
AG and Sonata. Under Contract No. 1, Deutsche Bank AG is granted the
same conversion right by way a call option for up to 10,294,665
(5.5%) Adecco shares. Any exercise (whether partially or in full) of
the call option leads to an automatic pro rata reduction of the
physical delivery entitlement arising under the Put Option. The
maximum number of Adecco shares which can be delivered to Deutsche
Bank AG under the Contract No. I is, therefore, equal to the number
of Adecco shares covered under the Put Option.
All Adecco shares received by Deutsche Bank AG following an exercise
of the call option granted under Contract No. I will be transferred
to Sonata for delivery to the holders of the exchangeable bond. All
Adecco shares received by Deutsche Bank AG following an exercise of
the Put Option will be either sold in the market and the proceeds
thereof delivered to Sonata for delivery to the holders of the
exchangeable bonds or delivered in kind to Sonata for delivery to the
holders of the exchangeable bond.

Bilateral Equity Linked Contract No. II
In December 2006, Sonata issued CHF 1,000,000,000 mandatory
obligation low interest notes due 2008 which are mandatorily
exchangeable into Adecco shares. The proceeds were used to acquire a
limited recourse instrument from Deutsche Bank AG on the same terms.
In connection with these arrangements and, in particular, to enable
Deutsche Bank AG to obtain the shares deliverable under the limited
recourse instrument, Deutsche Bank AG has entered into Contract No.
II with Triventura AG. The proceeds obtained by Deutsche Bank AG
under the limited recourse instrument were passed on to Triventura AG
in order to finance the acquisition by Triventura AG of Adecco
shares. Under Contract No. II, Triventura AG undertakes to discharge
its repayment obligation towards Deutsche Bank AG by delivering up to
12,000,000 (6.4%) Adecco shares (see para. 5. b)).
All Adecco shares received by Deutsche Bank AG under Contract No. II
(see para. 5. b)), will be transferred to Sonata for delivery to the
holders of the mandatory exchangeable notes.
Other Positions in Adecco Shares
Apart from the above capital market transactions the members of the
group currently hold 3,529,711 (1.88%) of Adecco shares and 1,859,000
(0.99%) of call options and 1,878,000 (1.00%) put options in Adecco
shares as part of their other ordinary trading and asset management
activities.

Adecco S.A.

15 December 2006



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WKN: 922031; ISIN: CH0012138605; Index: SLCI, SMI, SPI, SMIEXP;
Listed: Main Market in SWX Swiss Exchange;
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