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CASH OFFER OF 10.5 PENCE PER ORDINARY SHARE FOR ONECLICKHR PLC BY ADP NETWORK SERVICES LIMITED

NOTE: ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY ONECLICK IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY RESTRICTED JURISDICTION (AS DESCRIBED BELOW).

On 15 December 2009, the Boards of ADP Network Services Limited (ADP) and OneClickHR Plc (OneClick) announced the terms of a cash offer (by way of a scheme of arrangement (Scheme)) to be made by ADP to acquire the entire issued and to be issued ordinary share capital of OneClick (the Offer). A copy of the Offer announcement (the Announcement) is available through the link below.

On 22 December 2009, OneClick posted the scheme document (the Scheme Document) setting out the Offer and details of the Scheme. A copy of the Scheme Document is available through the link below.

Please read this notice carefully - it applies to all persons who view this site. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.

The material on this website is for information only and does not constitute an offer to sell or an invitation to acquire securities. Nothing on this website constitutes investment advice.

Non-UK Shareholders
The information that you have requested cannot be made available to residents in any country which renders the accessing of such documents and information illegal whether or not subject to making certain notifications or taking of other action. Certain jurisdictions may restrict the release, publication or distribution of certain information relating to the Offer. Any person resident outside the UK or who is subject to the laws of any jurisdiction other than the UK who wishes to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about and observe any applicable restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer is not being made, directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Copies of the Announcement, Scheme Document and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Responsibity

Announcement:

The directors of OneClick accept responsibility for the information contained in the Announcement relating to the OneClick Group and the directors of OneClick. To the best of the knowledge and belief of the directors of OneClick (who have taken all reasonable care to ensure that such is the case), the information contained in these paragraphs of the Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of ADP accept responsibility for the information contained in the Announcement other than that for which responsibility is accepted by directors of OneClick (as set out above). Subject to the above, to the best of the knowledge and belief of the directors of ADP (who have taken all reasonable care to ensure that such is the case) the information contained in the Announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Scheme Document:

The directors of OneClick accept responsibility for the information contained in the Scheme Document relating to OneClick and its subsidiary undertakings and themselves and their immediate families, related trusts and controlled companies. To the best of the knowledge and belief of the directors of OneClick (who have taken all reasonable care to ensure that such is the case), the information contained in the Scheme Document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of ADP accept responsibility for the information contained in the Scheme Document, other than that for which responsibility is accepted by directors of OneClick (as set out above). To the best of the knowledge and belief of the directors of ADP (who have taken all reasonable care to ensure that such is the case), the information contained in the Scheme Document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Other information:

The directors of OneClick and ADP are responsible in the terms set out above solely for the information contained in the Offer related information accessible in this area of the website, and not for any other information on the website which you may visit on leaving this area of the site.

Acceptance of Disclaimer
By clicking Continue you hereby acknowledge that you have read and understood the notice set out above and that you agree to be bound by its terms.

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