STATUTES
of Adecco SA, Cheserex
I. Name, Registered Office, Duration, Purpose
Art. 1 1 A joint-stock company is formed under the name of Adecco SA,
governed by these Articles and by Title XXVI of the Swiss Code
of Obligations.
2 The registered office of the company shall be in Cheserex,
Vaud. The company is formed for an unlimited duration.
Art. 2 1 The object and purpose of the corporation is the acquisition
and management of financial holdings, of whatever form, in
service, commercial, financial and industrial enterprises and
companies in Switzerland and abroad and, in particular, in
enterprises and companies supplying employees, or providing
supervision, inspection or consulting services.
2 The company may grant loans to such enterprises and
companies and conduct all such operations as have a bearing on
the above mentioned object and purpose, including borrowing
money and acquiring real estate.
II. Capital Structure
A. Share Capital and Shares
Art. 3 The share capital totals CHF 170'982'840.-- (one hundred seventy
million nine hundred eighty-two thousand eight hundred and forty
Swiss francs), divided into 17'098'284 (seventeen million
ninety-eight thousand two hundred eighty-four) fully paid up
registered shares of CHF 10.-- (ten Swiss francs) each.
Art. 3bis The Board of Directors is authorized to increase the share
capital in one or more steps by maximum CHF 49'000.--
(forty-nine thousand Swiss francs) by issuing 4'900 (four
thousand nine hundred) registered shares of CHF 10.-- (ten Swiss
francs) par value each which have to be fully paid up, such
authorization being valid until April 20, 2001. The priority
subscription rights of shareholders and holders of participation
certificates are suspended in favor of Credit Suisse First
Boston, Zurich which will act as exchange agent in connection
with an offer of the corporation to holders of participation
certificates to exchange 5 (five) participation
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Statutes of Adecco SA, Cheserex 2
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certificates of CHF 2.-- (two Swiss francs) for 1 (one)
registered share of CHF 10.-- (ten Swiss francs). Any usage of
such authorized capital other than for the exchange of
participation certificates for registered shares is excluded.
The Board of Directors shall determine the terms and conditions,
including the date of dividend entitlement, of such exchange.
The new registered shares are subject to the transfer
restrictions of Art. 4 of the Articles of Association.
Art. 3ter 1 The share capital of the corporation shall be increased by
maximum CHF 1'798'350.-- (one million seven hundred ninety-eight
thousand three hundred fifty Swiss francs) by issuing maximum
179'835 (one hundred seventy-nine thousand eight hundred
thirty-five) fully paid up registered shares of CHF 10.-- (ten
Swiss francs) each, through the exercise of option rights which
the Board of Directors grants to employees including members of
the Board of Directors of the corporation or its affiliated
companies. The new registered shares are subject to the transfer
of restrictions of Art. 4 of the Articles of Association.
2 The preemptive rights of the shareholders and the holders of
participation certificates are suspended.
3 The Board of Directors will issue rules governing the terms
and conditions of option grants and exercise of options.
Art. 3quater In accordance with the contract on contribution in kind dated 20
August 1996 the company has acquired from Credit Suisse (France)
in the public share tender offer made to the shareholders of
Ecco S.A. 9'275'000 (nine million two hundred and seventy-five
thousands) fully paid bearer shares of Ecco S.A. with a nominal
value of FF 25.-- each. These shares are transferred to the
company for a total price of CHF 412'185'081.-- (four hundred
and twelve million one hundred eighty-five thousands and
eighty-one Swiss francs), which corresponds to the value
attributed to the shares so contributed. Credit Suisse (France)
receives 9'534'700 (nine million five hundred thirty-four
thousands and seven hundred) fully paid bearer shares of the
company of a nominal value of CHF 10.-- (ten Swiss francs) each,
representing a total nominal value of CHF 95'347'000.--
(ninety-five million three hundred and forty-seven thousands
Swiss francs); CHF 316'838'081.-- (three hundred and sixteen
million eight hundred thirty-eight thousands and eighty-one
Swiss francs) are recorded in the books of the company as agio.
Art. 3quinquies 1 The share capital of the corporation is increased by maximum
CHF 5'000'000.-- (five million Swiss francs) by issuing maximum
500'000 (five hundred thousand) fully paid up registered shares
with a nominal value of CHF 10.-- (ten Swiss francs) each,
through the exercise of option rights which the Board of
Directors grants to employees as well as to members of the Board
of Directors of the corporation or its affiliated companies. The
new registered shares are subject to the transfer restrictions
of Art. 4 of the Articles of Association.
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Statutes of Adecco SA, Cheserex 3
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2 The preemptive rights of shareholders and holders of
participation certificates as well as the advance subscription
rights are excluded.
3 The Board of Directors shall issue rules governing the terms
and conditions of the option grants and exercise of options.
Art. 3sexies 1 The share capital of the corporation shall be increased by a
maximum aggregate amount of CHF 14'000'000.-- (fourteen million
Swiss francs) through the issuance of a maximum of 1'400'000
(one million four hundred thousand) registered shares, which
shall be fully paid in, with a par value of CHF 10.-- (ten Swiss
francs) per share by the exercise of option and conversion
rights to be granted in relation with bond issues or other
obligations of the corporation or affiliated companies.
2 The rights of the shareholders of the corporation and of the
participants to subscribe shares in priority are excluded. The
acquisition of shares through the exercise of option or
conversion rights and the later transfer of the shares shall be
subject to the transfer restrictions of Art. 4 of the Articles
of Association.
3 The shareholders' advanced subscription rights can be
limited or excluded by the Board of Directors (1) to finance the
acquisition of enterprises, divisions thereof, or of
participations or of significant investments of the corporation,
or (2) to issue the warrants or the convertible bonds on the
international capital markets.
4 To the extent that the right to subscribe in advance is
excluded, (1) the bonds are to be placed with the public at
market conditions, (2) the term to exercise the option rights
may not exceed five years and the term to exercise conversion
rights may not exceed ten years as of the date of the bond issue
and (3) the exercise price for the new shares must at least
correspond to the market price at the time of the bond issue.
5 On the basis of the present article and of art. 3octies of
the articles of incorporation (providing for an authorized share
capital of up to 700'000 registered shares) together, no more
than 1'400'000 new registered shares may be created in total.
Art. 3septies 1 The board of directors is authorized, until April 20, 2000,
to increase the company's share capital by a maximum amount of
CHF 6'000'000.-- (six million Swiss francs) by means of issuing
up to 600'000 (six hundred thousand) fully paid up registered
shares with a par value of CHF 10.-- (ten Swiss francs) each. It
may do so in several partial amounts.
2 The preemptive rights of existing shareholders and holders
of participation certificates are excluded. The shares are to be
issued by the board of directors at
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market conditions on the international capital markets for the
purpose of refinancing the business combination with Olsten
Corporation (Melville N.Y., USA).
3 The issue price of the shares, the form of contribution and
the initial date of the right to a dividend shall be fixed by
the board of directors.
4 The new registered shares are subject to the transfer
restrictions of art. 4 of the present articles.
Art. 3octies 1 The board of directors is authorized, until June 30, 2001,
to increase the company`s share capital, in one or more steps,
by a maximum amount of CHF 7'000'000 (seven million Swiss
francs), by issuing up to 700'000 (seven hundred thousand) fully
paid up registered shares with a par value of CHF 10.-- (ten
Swiss francs) each.
2 The issue price of the shares, the form of contribution, the
initial date of the right to a dividend and any further terms of
the issuance of the new registered shares shall be fixed by the
board of directors.
3 The preemptive rights of existing shareholders and holders
of participation certificates are excluded. The shares are
intended for the implementation of a business combination with
Olsten Corporation (Melville N.Y., USA) and will serve directly
or indirectly as consideration for the shareholders of Olsten
Corporation. A use of this authorized capital other than for the
provision of shares in view of this business combination is
excluded.
4 The new registered shares are subject to the transfer
restrictions of art. 4 of the present articles.
5 The present article is subject to art. 3sexies sect. 5.
Art. 4 1 The corporation shall maintain a share register showing the
surnames, first names, domicile, address and nationality (in the
case of legal entities the registered office) of the holders or
usufructuaries of registered shares.
2 Upon request acquirers of registered shares are registered
in the share register as shareholders with the right to vote,
provided that they declare explicitly to have acquired the
registered shares in their own name and for their own account.
No person or entity shall be registered with the right to vote
for more than 5% of the registered share capital as set forth in
the commercial register. The registration restriction also
applies to persons who hold some or all of their shares through
nominees pursuant to paragraph 3 of this article. All of the
foregoing is subject to art. 685d paragraph 3 of the Swiss Code
of Obligations and to paragraph 6 of this article.
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3 The Board
of Directors may register nominees with the right to vote in the
share register to the extent of up to 5% of the registered share
capital as set forth in the commercial register. Registered
shares held by a nominee that exceed this limit may be
registered in the share register if the nominee discloses the
names, addresses and the number of shares of the persons for
whose account it holds 0.5% or more of the registered share
capital as set forth in the commercial register. Nominees within
the meaning of this provision are persons who do not explicitly
declare in the request for registration to hold the shares for
their own account or with whom the Board of Directors has
entered into a corresponding agreement.
4 Corporate bodies and partnerships or other groups of persons
or joint owners who are interrelated to one another through
capital ownership, voting rights, uniform management or
otherwise linked as well as individuals or corporate bodies and
partnerships who act in concert to circumvent the regulations
concerning the limitation of participation or the nominees
(especially as syndicates), shall be treated as one single
person or nominee within the meaning of paragraphs 2 and 3 of
this article.
5 After hearing the registered shareholder or nominee, the
Board of Directors may cancel, with retroactive effect as of the
date of registration, the registration of shareholders if the
registration was effected based on false information. The
respective shareholder or nominee shall be informed immediately
of the cancellation of the registration.
6 The Board of Directors shall specify the details and give
the necessary orders concerning the adherence to the preceding
regulations. In particular cases, it may allow exemptions from
the limitation for registration in the share register or the
regulation concerning nominees.
7 The limitation for registration in the share register
provided for in this article shall also apply to shares acquired
or subscribed by the exercise of subscription, option or
conversion rights.
Art. 4bis The corporation may issue certificates representing several
shares. They may be exchanged at any time for smaller portions
or individual share certificates.
Art. 4ter 1 The corporation may renounce the printing and delivery of
certificates and may, with the consent of the owner of issued
shares, cancel issued certificates for registered shares that
are returned to the corporation. It may renounce the issuance of
new certificates for registered shares if the owner of the
shares does not demand the issuance of certificates for its
shares with the cooperation of the bank which handles the book
entries.
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2 Registered shares not represented by a certificate may only
be transferred by way of assignment which assignment must
encompass all rights connected with the transferred shares. To
be valid, the assignment must be notified to the corporation.
Registered shares not represented by a certificate which a bank
has been instructed by the shareholder to administer may only be
transferred with the cooperation of that bank.
3 Registered shares not represented by a certificate may only
be pledged to the bank which handles the book entries of such
shares for the shareholder, and only based on a written pledge
agreement. A notification of the corporation is not necessary.
The right to require delivery of a certificate may be
transferred to the bank accepting the pledge. In all other
cases, the pledge of registered shares requires the transfer of
the certificates to be valid.
Art. 4quater 1 The shares are not divisible. The corporation accepts only
one representative per share.
2 The right to vote and the other rights associated with a
registered share may only be exercised by a shareholder,
usufructuary or nominee who is registered in the share register.
Art. 5 The General Meeting shall be entitled to convert registered
shares into bearer shares, or vice-versa, bearer shares into
registered shares at any time, all in accordance with the law
and the Articles.
B. Participation Capital and Participation Certificates
Art. 6 The participation capital (non-voting share capital) totals CHF
49'000.-- (forty-nine thousand Swiss francs) divided into 24'500
(twenty-four thousand five hundred) fully paid up bearer
participation certificates of CHF 2.-- (two Swiss francs)
nominal value each.
Art. 6bis Article 4 applies accordingly to participation certificates.
Art. 6ter The general meeting shall be entitled to convert participation
certificates into registered shares at any time.
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C. Preemptive Rights
Art. 7 1 In case of an increase in share and/or participation
capital, shareholders and holders of participation certificates
have the following preferential subscription rights:
a) If the increase applies only to the share capital or
only to the participation capital, both the shareholders
and the holders of participation certificates shall have
preferential rights.
b) If the increase in share capital and the increase in
participation capital take place simultaneously and are in
the same proportion as the different categories of
securities issued, the preferential subscription right of
the shareholder shall apply only to the shares, and the
preferential subscription right of the holders of
participation certificates shall apply only to the
participation certificates.
c) If the increase in share capital and the increase in
participation capital take place simultaneously but are not
in the same proportion as the different categories of
securities issued, the initial procedure adopted shall be
the same as that for a proportionate increase, as mentioned
in b) above.
2 On the excess portion of either category of securities
issued, both the shareholders and the holders of participation
certificates shall have preferential subscription rights.
III. Governing Bodies of the Company
Art. 8 The governing bodies of the company are:
a) the General Meeting
b) the Board of Directors
c) the Auditors.
A. The General Meeting
Art. 9 1 The Ordinary Annual General Meeting shall be convened once a
year within six months of the end of each financial year. The
General Meeting takes decisions
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on all matters assigned to it by law or by the Articles of
Association, in particular it decides on the report on the
company's activities and the annual accounts.
2 An Extraordinary General Meeting may be convened by the
Board of Directors, the Auditors, the liquidator or by a General
Meeting as often as the company may warrant. The convening of a
General Meeting may also be requested by one or more
shareholders representing a total of not less than one tenth of
the share capital.
Art. 10 The convening of a General Meeting shall be published in
accordance with article 25. The publication must be made at
least 20 days before the General Meeting takes place. The
convening must state the matters on the agenda and the proposals
of the Board of Directors and the shareholders who demanded that
a General Meeting be called.
Art. 11 The Meeting shall be chaired by the Chairman of the Board of
Directors, or by any other member of the Board. The Chairman
shall appoint a secretary for keeping the minutes and, if
necessary, one or more tellers, who need not to be shareholders.
Art. 12 1 The Board of Directors shall provide for the rules regarding
the participation and the representation at the General Meeting.
2 A shareholder shall only be represented by his legal
representative, another shareholder with the right to vote,
corporate bodies (Organvertreter), independent proxies
(unabhangige Stimmrechtsvertreter) or by a depositary
(Depotvertreter).
3 The Chairman of the General Meeting decides whether a proxy
will be accepted.
Art. 13 1 The General Meeting shall constitute a quorum however many
shareholders are present and however many shares are
represented.
2 During the Meeting, each shareholder shall have as many
votes as the shares he possesses or represents. Subject to any
quorum or qualified majority prescribed by law or by the
Articles, elections shall be carried out and decisions taken by
an absolute majority of the number of votes represented. As a
rule, voting takes place by show of hands; voting is carried out
by secret ballot at the request of the Chairman or shareholders
representing not less than 5% of the share capital.
3 At least a two thirds majority of the votes represented and
an absolute majority of the par values of the shares represented
is required for the adoption of a resolution concerning:
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- an alteration of the purpose of the corporation
- a creation of shares with increased voting powers
- an implementation of restrictions on transfer of
registered shares and the removal of such
restrictions
- an authorized increase of the capital or a
conditional increase of the capital
- an increase of the capital by conversion of capital
surplus, by contribution of property for the purpose
of an acquisition of property and the grant of
special rights
- a restriction or suspension of preemptive rights
- a change of location of the principal office of the
corporation
- the dissolution of the corporation without
liquidation
Art. 14 1 The General Meeting is the supreme body of the corporation.
2 It has the following powers which shall not be delegated:
- to adopt and amend the Articles of Association
- to elect the members of the Board of Directors and
the Auditors
- to approve the annual report and the consolidated
financial statements
- to approve the annual financial statements and
determine the allocation of profit as shown on the
balance sheet, in particular with regard to dividends
and bonus payments to members of the board of
directors
- to discharge the members of the Board of Directors
- to pass resolutions concerning all matters which are
reserved to the authority of the General Meeting by
law or the Articles of Association
B. The Board of Directors
Art. 15 1 The Board of Directors of the company consists of five to
nine members, who must be shareholders.
2 The members of the Board shall be elected for three years
and may be re-elected.
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3 The term of office of the members of the Board shall expire
on the date of the General Meeting.
4 The Board of Directors organizes itself. The Board of
Directors is authorized to delegate the management of the
corporation in whole or in part to individual directors or to
third parties in accordance with by-laws governing the internal
organization. Such by-laws shall contain provisions concerning
the management, the necessary executive positions and duties of
the officers and in particular the reporting.
Art. 16 1 The Board of Directors is authorized to pass resolutions
concerning all matters which are not reserved by law or by the
Articles of Association to other governing bodies.
2 The Board of Directors has the following non delegable and
inalienable duties:
- the ultimate direction of the business of the
corporation and to give the necessary instructions
- the determination of the organization of the
corporation
- the administration of accounting, financial control
and, to the extent necessary for the management of
the corporation, financial planning
- the appointment and removal of the persons entrusted
with the management and representation of the
corporation
- the ultimate supervision of the persons entrusted
with the management of the corporation, mainly in
view of their compliance with the law, the Articles
of Association, by-laws and instructions
- the preparation of the annual report and the General
Meeting and to carry out the resolutions adopted by
the General Meetings.
- the notification of the court in case of
overindebtedness
Art. 17 1 The majority of the members of the board of directors must
be present in order for the board to be able to pass
resolutions.
2 Resolutions must be passed by a majority of all the members
of the board of directors.
3 In the event of a tie in the number of votes cast, the
chairman shall not have a casting vote.
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4 No majority must be present to adopt resolutions of the
Board of Directors regarding a report on capital increase and
for those resolutions which require to be evidenced in a
notarized instrument.
Art. 18 Repealed by resolution of the Ordinary General Meeting of the
Shareholders on May 9, 1995.
C. The Auditors
Art. 19 The General Meeting shall elect Auditors and an auditor of a
group of companies every year , who may be re-elected and who
shall perform the tasks allocated by law.
IV. Representation of the Company
Art. 20 Repealed by resolution of the Ordinary General Meeting of the
Shareholders on May 9, 1995.
V. Accounts, Balance Sheet, Net Income
Art. 21 The balance sheet and the income statement of the company shall
be closed annually as of December 31, the next time as of
December 31, 1996.
Art. 22 The income statement and the balance sheet shall be drawn up in
accordance with the provisions of the Swiss Code of Obligations.
Art.23 1 One twentieth (1/20) of the annual profit shall be allocated
to the general reserves until such reserve equals one fifth
(1/5) of the paid in share and participation capital.
2 The balance of the remaining annual profit shall be at the
disposal of the General Meeting, subject to the mandatory
requirements of Article 671 of the Swiss Code of Obligations.
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Art. 24 A decision to dissolve the company shall require a two thirds
majority of the votes allocated to all issued shares.
VI. Publications
Art. 25 To be valid, publications shall be made in the official Swiss
Commercial Gazette (`Feuille Officielle Suisse du Commerce). The
Board may decide upon further publications.
VII. Interim Provisions
Art. 26 1 Under the terms of the merger contract of October 26, 1989,
the company has taken over all the assets and liabilities of
Inspectorate International AG, Berne, by universal succession,
as specified in Article 748 of the Swiss Code of Obligations. On
the basis of the merger balance sheet of June 30, 1989,
Inspectorate International AG holds assets of CHF
2'376'896'787.-- and liabilities of CHF 1'795'783'344.-- thus
producing an excess of assets of CHF 581'086'443.--.
2 For each bearer share with a par value of CHF 100.--, the
shareholder of Inspectorate International AG shall receive one
fully paid up bearer share in the company with a par value of
CHF 100.--. Holders of participation certificates in
Inspectorate International AG, with a par value of CHF 20.--,
shall receive a fully paid up participation certificate in the
company with a par value of CHF 20.--. For this purpose, the
company has increased its share capital by CHF 105'000'000.-- by
issuing 1'050'000 fully paid up bearer shares, each with a par
value of CHF 100.--, and has increased its participation
certificate capital by CHF 32'000'000.-- issuing 1'600'000 fully
paid up participation certificates each with a par value of CHF
20.--.
As amended through September 10, 1999
Free translation from the French original. The French original governs.