Directors' Dealings

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN

PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD

CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH

JURISDICTION

9 May 2016

PENNA CONSULTING PLC

("Penna" or "the Company")

Issue of new Ordinary Shares and transfer of Ordinary Shares out of treasury and from the Penna Employee Benefit Trust

Rule 2.10 announcement

Directors' dealings

Penna Consulting plc (PNA:AIM), the international human resources consulting group, announces that it has issued 1,804,359 new Ordinary Shares and transferred 148,099 existing Ordinary Shares out of treasury and that 467,974 existing Ordinary Shares have been transferred from the Penna Employee Benefit Trust to satisfy the exercise of certain options by certain employees and Directors ("Options"). 

The 1,804,359 new Ordinary Shares have been issued under the Company's existing blocklisting announced on 29 April 2016. 

The Options have been exercised following the sanction of the scheme of arrangement (the "Scheme"), by means of which the recommended cash offer for the Company by Olsten (U.K.) Holdings Limited (a wholly-owned subsidiary of Adecco Group AG, formerly known as Adecco S.A.) is being implemented, earlier today.

The suspension of the Ordinary Shares from trading announced this morning remains in effect and the Company continues to expect that, following registration with the Registrar of Companies of the order sanctioning the Scheme on 10 May 2016, the admission of the Ordinary Shares to AIM will be cancelled with effect from 7.00 a.m. on 11 May 2016.

Rule 2.10

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that is has a total of 27,879,463 Ordinary Shares of 5 pence each in issue and admitted to AIM under ISIN reference GB0006794662.

The above figure of 27,879,463 Ordinary Shares may be used by Penna Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in Penna under the Disclosure and Transparency Rules.

Directors' dealings

Following the exercise of the Options, the relevant Directors' holdings of Ordinary Shares are as follows:

Following the exercise of the Options, none of the Directors and none of the Company's employees have a residual interest in any options over Ordinary Shares, other than Gary Browning, who retains options over 506,234 Ordinary Shares, all of which are expected to be exercised later today immediately following the Scheme Record Time.

The Panel Executive has agreed on an ex-parte basis that the dealings above have no Code consequences. This announcement has been made with the consent of Olsten (U.K.) Holdings Limited.

A copy of this announcement will be made available on the Company's website.

Enquiries:

Panmure Gordon (UK) Limited ("Panmure Gordon") is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). Panmure Gordon is acting as Rule 3 Adviser, nominated adviser and corporate broker exclusively for Penna and no one else in connection with the Offer and other matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in relation to any matter referred to herein.

J.P. Morgan Limited is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Limited conducts its UK investment banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is acting as financial adviser exclusively for Penna and no one else in connection with the Offer and other matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Penna for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.