exv10w1



 




Exhibit 10.1






ACCENTURE SCA




Société en commandite par actions partnership limited by shares




Siège social: 1, rue Guillaume Kroll, L-1882 Luxembourg




Registre de Commerce
Luxembourg n° B 79 874




STATUTS COORDONNES




à la date du 17 janvier 2005




CONSOLIDATED UPDATED ARTICLES OF ASSOCIATION




as at January 17th, 2005





 








 











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ARTICLES OF ASSOCIATION





Article 1 — Form



There exists among Accenture Ltd, a company limited by shares organised under the laws
of Bermuda, being the general partner (gérant commandité) (the “General Partner” or “Accenture
Ltd”) of Accenture SCA, a partnership limited by shares
(société en commandité par actions)
(hereinafter referred to as the “Company”) and Accenture Minority IV, Ltd, a Gibraltar company
being the current limited shareholder (associé commanditaire) of the Company and all those
persons who shall become limited shareholders (associés commanditaires) (the “Limited
Shareholders”) of the Company.



Hereinafter the Limited Shareholders and the General Partner will be referred to individually
as a Shareholder and collectively as the Shareholders.



Article 2 — Term



The Company is incorporated for an unlimited period of time. However, the Company shall come to
an end in the event of a resolution to dissolve the Company adopted at a general meeting of
Shareholders deciding in compliance with the conditions of quorum and majority required for
amendments to the articles of association of the Company (the “Articles of Association”). The
Company shall not end in the event of the resignation, dissolution, bankruptcy or insolvency of
the General Partner.



Article 3 — Purposes



The Company shall have as its business purpose the holding of participations, in any form
whatsoever, in Luxembourg and foreign companies, the acquisition by purchase, subscription, or
in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds,
debentures, notes and other securities of any kind, and the ownership, administration,
development and management of its participations and of its asset portfolio.



The Company may carry on any commercial, industrial and/or financial activity or maintain a
commercial establishment open to the public. The Company may
participate directly or indirectly
in the establishment and development of any financial, industrial or commercial enterprises in
Luxembourg and abroad and it may render them every assistance, whether of a financial nature or
not, such as, without limitation, the granting of loans or advances, guarantees for their
benefit or other forms of assistance. The Company may borrow in any form and proceed to the
issuance of bonds and notes whether or not convertible or exchangeable in shares of the Company
or into shares of other companies.



The Company may enter into and perform under global alliances and marketing arrangements and
any other contracts aimed at promoting and furthering the development and the operation of the
Accenture group, including but not limited to actions involving or relating to staff of any and
all affiliated group companies.



In general, it may take any controlling and supervisory measures and carry out any operation
which it may deem useful for the accomplishment and development of its purposes.



Article 4 — Registered office



The registered office of the Company is established in Luxembourg City, Grand Duchy of
Luxembourg. The General Partner may establish branches or other offices either in Luxembourg
or abroad.



In the event that the General Partner determines that extraordinary political, economic or
social developments have occurred or are imminent that interfere or are likely to interfere
with the normal activities of the Company at its registered office, or with the ease of
communication between such office and persons abroad, the registered office may be temporarily
transferred abroad until the complete cessation of these extraordinary circumstances; such
temporary measures shall have no effect on the nationality of the Company which,
notwithstanding the temporary transfer of its registered office, will remain a Luxembourg
partnership limited by shares.



Article 5 — Capital



The Company has a subscribed, issued and fully paid nominal share capital of EUR 1,802,814,702.75
(one billion eight hundred and two million eight hundred and fourteen thousand seven hundred and
two




 









 










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Euro and seventy-five Cents)
divided into shares (actions de commandité) held by the General
Partner and having a par value of one Euro and twenty-five cents (EUR 1.25) each and shares
(actions de commanditaires) held by the Limited Shareholder(s) having a par value of one Euro and
twenty-five cents (EUR 1.25) each. The Shares are divided into
766,591,027 (seven hundred sixty-six
million five hundred and ninety-one thousand twenty-seven) Class I Common Shares (“Class I Common
Shares”), 5,000,000 (five million) Class I-A Common
Shares (“Class I-A Common Shares”), 5,000,000
(five million) Class I-B Common Shares (“Class I-B
Common Shares”), 10,000,000 (ten million) Class
I-C Common Shares (“Class I-C Common Shares”),
10,000,000 (ten million) Class I-D Common Shares
(“Class I-D Common Shares”), 15,000,000 (fifteen million) Class I-E Common Shares (“Class I-E
Common Shares”), 15,000,000 (fifteen million) Class I-F Common Shares (“Class I-F Common Shares”),
20,000,000 (twenty million) Class I-G Common Shares
(“Class I-G Common Shares”), 25,000,000
(twenty-five million) Class I-H Common Shares
(“Class I-H Common Shares”), 5,000,000 (five million)
Class I-I Common Shares (“Class I-I Common
Shares”), 5,000,000 (five million) Class I-J Common
Shares (“Class I-J Common Shares”), 16,050,000
(sixteen million fifty thousand)
Class I-K Common
Shares (“Class I-K Common Shares”), 5,025,720 (five million twenty-five thousand seven hundred and
twenty) Class I-L Common Shares (“Class I-L Common
Shares”), 68,626,707 (sixty-eight million six
hundred and twenty-six thousand seven hundred seven) Class I-M Common Shares (“Class I-M Common
Shares”), 12,747,835 (twelve million seven hundred forty-seven thousand eight hundred and
thirty-five) Class I-N Common Shares (“Class I-N
Common Shares”) and 470,958,308 (four hundred
seventy million nine hundred fifty-eight thousand three hundred eight) Class II Common Shares
(“Class II Common Shares”) having the same characteristics and rights save as to those differences
outlined in these articles of association. The Class I-A Common Shares, the Class I-B Common
Shares, the Class I-C Common Shares, the Class I-D Common Shares, the Class I-E Common Shares, the
Class I-F Common Shares, the Class I-G Common Shares, the Class I-H Common Shares, the Class I-I
Common Shares, the Class I-J Common Shares, the Class I-K Common Shares, the Class I-L Common
Shares, the Class I-M Common Shares and the Class I-N Common Shares are individually referred to as
a “Class I Letter Share” and collectively as the “Class I Letter Shares”. Unless otherwise noted in
these articles of association, all the references to a Class I Common Share or the Class I Common
Shares shall include a Class I Letter Share or the Class I Letter Shares, respectively. The Class I
Common Shares and the Class II Common Shares are individually referred to as a “Share” and
collectively as the “Shares”. The Class I Common Shares and the Class II Common Shares are issued
as redeemable shares in accordance with the terms of article 49-8 of the law of 10 August 1915, on
commercial companies, as amended (the Law), and the redemption features laid down in Article 7
hereof shall apply thereto.



An extraordinary meeting of Shareholders, resolving in the manner required for the amendment of
these Articles of Association, and with the consent of the General Partner, may increase the
subscribed and issued capital.



Notwithstanding the preceding paragraph, the General Partner of the Company is authorised and
empowered to render effective an increase of the subscribed and issued capital, in whole or in
part, from time to time, within a period starting as of 19 December 2001, and expiring on the
fifth anniversary of such date, by issuing shares representing such whole or partial increase of
the capital up to the total amount of the authorised share capital and for the number and classes
of Shares being the object of the authorisation. The General Partner shall accept subscriptions
for such shares.



In connection with this authorisation to increase the capital and in compliance with article 32-3
(5) of the Law, the General Partner of the Company is authorised, at its discretion, to waive
entirely or partially or to limit, or to set conditions in respect of any preferential
subscription rights of the existing Shareholders for the same period of five years and to
determine the amount of issue premium (if any) which will have to be
paid by the subscriber(s) in
the context of this capital increase.



Class I Common Shares are convertible into Class II Common Shares by a resolution of an
extraordinary meeting of Shareholders resolving in the manner required for amendments of these
Articles of Association. The conversion ratio shall be 1 Class I Common Share for 10 Class II
Common Shares. Upon such resolution, the nominal capital shall be increased by EUR 11.25 per
Class I Common Share so converted and Class II Common Shares shall be issued in accordance with
the conversion ratio in replacement of the Class I Common Shares so converted.




 









 










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Class II Common Shares are convertible into Class I Common Shares (excluding the Class I
Letter Shares) by a resolution of an extraordinary meeting of shareholders resolving in the
manner required for amendments of these Articles of Association. The conversion ratio shall be 10
Class II Common Shares for 1 Class I Common Share (excluding the Class I Letter Share). Upon such
resolution, the nominal capital shall be reduced by EUR 11.25 per 10 Class II Common Shares so
converted and the amount of the nominal share capital reduction shall be allocated to the share
premium reserve of the Company. In addition, additional Class I Common Shares (excluding the
Class I Letter Shares) shall be issued in accordance with the conversion ratio in replacement of
the Class II Common Shares so converted.



The authorised capital of the Company is set at EUR 50,000,000,000 consisting of 19,868,950,000
Class I Common Shares (excluding the Class I Letter Shares) of a par value of one euro and
twenty-five cents (EUR 1.25) each, 5,000,000 Class I-A Common Shares of a par value of one euro
and twenty-five cents (EUR 1.25) each, 5,000,000 Class I-B Common Shares of a par value of one
euro and twenty-five cents (EUR 1.25) each, 10,000,000 Class I-C Common Shares of a par value of
one euro and twenty-five cents (EUR 1.25) each, 10,000,000 Class I-D Common Shares of a par value
of one euro and twenty-five cents (EUR 1.25) each, 15,000,000 Class I-E Common Shares of a par
value of one euro and twenty-five cents (EUR 1.25) each, 15,000,000 Class I-F Common Shares of a
par value of one euro and twenty-five cents (EUR 1.25) each, 20,000,000 Class I-G Common Shares
of a par value of one euro and twenty-five cents (EUR 1.25) each, 25,000,000 Class I-H Common
Shares of a par value of one euro and twenty-five cents (EUR 1.25) each, 5,000,000 Class I-I
Common Shares of a par value of one euro and twenty-five cents (EUR 1.25) each, 5,000,000 Class
I-J Common Shares of a par value of one euro and twenty-five cents (EUR 1.25) each, 16,050,000
Class I-K Common Shares of a par value of one euro and twenty-five cents (EUR 1.25) each and of
20,000,000,000 Class II Common Shares of a par value of one euro and twenty-five cents (EUR 1.25)
each.



The General Partner is authorised and empowered to issue Class I Common Shares and/or Class II
Common Shares and/or new classes of shares from time to time in one or several series bearing
different numbers or letters in order to identify them.



The authorisation granted to the General Partner includes the authorisation to issue Shares to
itself.



The General Partner is hereby authorised and empowered to determine the conditions attaching to
any subscription of Shares, and it may, from time to time, effect such whole or partial increase
upon the conversion of any net profit of the Company into capital and the attribution of
fully-paid Shares to Shareholders in lieu of dividends.



The General Partner is further authorised to cause the Company to issue warrants, convertible
bonds or assimilated instruments or bonds with warrants or subscription rights or to issue any
financial instruments convertible into Shares under the terms and conditions to be set by the
General Partner.



Each time the General Partner shall act to render effective the increase of capital, as
authorised, Article 5 of the Articles of Association of the Company shall be amended so as to
reflect the result of such action and the General Partner shall take or authorise any person to
take any necessary steps for the purpose of the recording and publication of such increase and
such amendment.



The Company recognises only one holder per Share; in case a Share is held by more than one
person, the Company has the right to suspend the exercise of all rights attached to that Share
until one person is appointed or designated by the joint holders as the sole owner in relation to
the Company.



The Shares of the Company are and they continue to stay in registered form. The Shares are not
certificated, but a certificate (certificat d’inscription nominative) witnessing the registration
of the relevant Shareholder in the share register of the Company and the number of Shares held by
it shall be issued by the Company on request of the Shareholder.



A share register shall be kept at the registered office of the Company and, to the extent the
General Partner shall so decide, with a transfer agent and registrar. Such register shall set
forth the name of each Shareholder, its residence or elected notice address, the number of Shares
held by it, the class of Shares, the amounts paid in on each such Share, the transfers of Shares
and the dates of such transfers.



Unpaid amounts, if any, on issued and outstanding Shares may be called at any time at the
discretion of the General Partner, provided however that calls shall be made on all the Shares in
the same proportion







 









 










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and at the same time. Any sum, the payment of which is in arrear, automatically attracts
interest in favour of the Company at the rate of ten per cent (10%) per year or such other rate as
may be determined by the General Partner from time to time calculated from the date when the
payment was due until the date of the actual payment.



Article 6 — Transfer of Shares



Except for a redemption made pursuant to Article 7, no Transfer (as defined below) of Shares of
the Company by a Limited Shareholder shall be made unless the Supervisory Board of the Company or
its delegate shall have given its prior approval to a contemplated Transfer.



If a Limited Shareholder wants to transfer or dispose of all or part of its shares in the Company
or of all or part of the rights attached thereto, in any form whatsoever, including, without
limitation, via a sale, gift, pledge or some other form of encumbrance or otherwise (a
“Transfer”), it must submit a written application beforehand to the Supervisory Board or its
delegate by registered mail with acknowledgement of receipt or any other means approved by the
Supervisory Board or its delegate. A Transfer application shall contain the name of the
contemplated transferee, the contemplated sale price or consideration as well as any other
relevant information.



The decision of the Supervisory Board will be made known to the applicant as soon as reasonably
practicable after it shall have been taken. The Supervisory Board or its delegate’s decision in
respect of the application must be made known to the Limited Shareholder by registered mail with
acknowledgement of receipt or any other means approved by the General Partner.



Any Transfer not made in compliance with the terms hereof shall, with respect to the Company, be
deemed to be null and void and the Company shall not proceed with the registration of any
transferee in the share register unless (i) the Transfer to such transferee has been approved in
writing by the Supervisory Board or its delegate and (ii) the transferee shall have signed any
and all relevant documents as may be required by the Supervisory Board or its delegate.



Article 7 — Redemption of Shares



The Company is authorised to redeem Class II Common Shares or any series thereof at the request
of the General Partner and upon the written approval of the Supervisory Board in accordance with
the procedures laid down in Article 16 hereto. If the redemption of the Class II Common Shares or
of a series thereof will be done in the context of or accompanied by a share capital reduction of
the Company, the redemption of Class II Common Shares or a series thereof must in addition be
approved by a resolution at a meeting of Shareholders passed by a two thirds majority of those
present and voting including the consent of the General Partner.



Subject to any contractual restrictions on Transfer by a holder set forth in any contract or
agreement to which the Company or any of its affiliates is a party or set forth in Article 8 of
these Articles of Association, Class I Common Shares shall be redeemable for cash at the option
of the holder by giving irrevocable notice of an election for redemption to the Company.



Notwithstanding the preceding paragraph, at the option of the Company represented by the General
Partner, the redemption price payable to any Limited Shareholder that becomes a Limited
Shareholder after May 31, 2001 (or such other date that the Supervisory Board shall declare to be
the date of the consummation of the Accenture group of companies’ transition to a corporate
structure) (a “Subsequent Limited Shareholder”) in connection with any redemption under this
Article 7 may be paid in cash or in Accenture Ltd Class A Common Shares and any holder and the
Company may agree that the Company may redeem such holder’s Class I Common Shares for different
consideration.



At the request of the General Partner, the Company is authorised to redeem any Class I Common
Share or any series held by any Subsequent Limited Shareholder for Accenture Ltd Class A Common
Shares if the Company receives a satisfactory opinion from an internationally recognized counsel
or professional tax advisor that such redemption should be tax-free with respect to such
Subsequent Limited Shareholder. If the redemption of the Class I Common Share will be done in the
context of or accompanied by a share capital reduction of the Company, the redemption must in
addition be approved by a resolution at a meeting of Shareholders passed by a two-thirds majority
of those present and voting, including the consent of the General Partner.




 









 







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The redemption price for a Class I Common Share to be paid in Accenture Ltd Class A
Common Shares shall equal a number of Accenture Ltd Class A Common Shares equal to the Valuation
Ratio (as defined below). The redemption price for a Class I Common Share to be paid in cash
shall equal the Valuation Ratio multiplied by the Market Price of an Accenture Ltd Class A
Common Share (as defined below) as of the U.S. trading day following the United States trading
day on which the Company receives a notice of an election for redemption with respect to such
Class I Common Share.



Notwithstanding anything to the contrary, (i) no redemption at the option of a holder may be made
prior to the time that the Accenture Ltd Class A Common Shares shall have been listed for trading
on the New York Stock Exchange and (ii) the Company may refuse to honor a request for redemption
at any time or during any period, including, without limitation, during a so-called “blackout
period” (and the Class I Common Shares shall not be redeemable at such time or during such
period), if the Company determines, based on the advice of counsel (which may be inside counsel),
that there is material non-public information that may affect the Average Price Per Share (as
defined below) at such time or during such period.



For the purposes of the Articles of Association a Luxembourg business day shall mean a day on
which banks are ordinarily open for business in the City of Luxembourg, Luxembourg.



The Company may adopt reasonable procedures for the implementation of the redemption provisions
set forth in this Article 7, including, without limitation, procedures for the giving of notice
of an election for redemption.



Article 8 — Transfer Restrictions Applicable to Covered Shares



1. Each Covered Person shall at all times be the Sole Beneficial Owner of all Covered Shares
beneficially
owned by such Covered Person as of or prior to the IPO Date, except as provided herein. Any
Covered
Shares Transferred in compliance with this Article 8 shall no longer be subject to such
provisions.
Capitalized terms used in this Article 8 shall have the meanings ascribed to such terms in
paragraph 24 of
this Article 8.



2. Notwithstanding paragraph 1, an Employee Covered Person may:



(i) on or prior to the date that is four years after the IPO Date, Transfer an aggregate of up to
35% of the aggregate number of Covered Shares beneficially owned by such Employee Covered Person
as of the IPO Date;



(ii) commencing on the date that is four years after the IPO Date, Transfer an aggregate
(together with all other Transfers made pursuant to this paragraph 2) of up to 45% of the
aggregate number of Covered Shares beneficially owned by such Employee Covered Person as of the
IPO Date;



(iii) commencing on the date that is five years after the IPO Date, Transfer an aggregate
(together with all other Transfers made pursuant to this paragraph 2) of up to 55% of the
aggregate number of Covered Shares beneficially owned by such Employee Covered Person as of the
IPO Date;



(iv) commencing on the date that is six years after the IPO Date, Transfer an aggregate (together
with all other Transfers made pursuant to this paragraph 2) of up to 65% of the aggregate number
of Covered Shares beneficially owned by such Employee Covered Person as of the IPO Date; and



(v) commencing on the date that is seven years after the IPO Date, Transfer an aggregate
(together with all other Transfers made pursuant to this paragraph 2) of up to 75% of the
aggregate number of Covered Shares beneficially owned by such Employee Covered Person as of the
IPO Date.



3. Notwithstanding paragraph 1, a Covered Person may Transfer any Covered Shares beneficially owned
by such Covered Person as of the IPO Date commencing on the later of (i) the date that is eight
years after
the IPO Date and (ii) the date that such Covered Person ceases
to be an employee of the Company.



4. Notwithstanding paragraph 1, an Employee Covered Person that retires (or has retired) at the age
of 50
or older and is not in contavention of the Non-Competition Agreement (a “Retired Employee”) may:







 









 










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(i) if such Retired Employee retires (or has retired) at age 50, Transfer up to that number
of Covered Shares beneficially owned by such Retired Employee as of the IPO Date which is equal to
the product of (x) the aggregate number of Covered Shares beneficially owned by such Retired
Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of Covered Shares
eligible for sale at the date of such retirement pursuant to paragraph 2 of this Article 8 (the
“Base Eligible Sales”) and (b) the product of (A) (1
minus Base Eligible Sales) multiplied by (B)
0.25;



(ii) if such Retired Employee retires (or has retired) at age 51, Transfer up to that number of
Covered Shares beneficially owned by such Retired Employee as of the IPO Date which is equal to
the product of (x) the aggregate number of Covered Shares beneficially owned by such Retired
Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible
Sales and (b) the product of (A) (1 minus Base Eligible Sales)
multiplied by (B) 0.375;



(iii) if such Retired Employee retires (or has retired) at age 52, Transfer up to that number of
Covered Shares beneficially owned by such Retired Employee as of the IPO Date which is equal to
the product of (x) the aggregate number of Covered Shares beneficially owned by such Retired
Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible
Sales and (b) the product of (A) (1 minus Base Eligible Sales)
multiplied by (B) 0.50;



(iv) if such Retired Employee retires (or has retired) at age 53, Transfer up to that number of
Covered Shares beneficially owned by such Retired Employee as of the IPO Date which is equal to
the product of (x) the aggregate number of Covered Shares beneficially owned by such Retired
Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible
Sales and (b) the product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.625;



(v) if such Retired Employee retires (or has retired) at age 54, Transfer up to that number of
Covered Shares beneficially owned by such Retired Employee as of the IPO Date which is equal to the
product of (x) the aggregate number of Covered Shares beneficially owned by such Retired Employee
as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and
(b) the product of (A) (1 minus Base Eligible Sales) multiplied
by (B) 0.75;



(vi) if such Retired Employee retires (or has retired) at age 55, Transfer up to that number of
Covered Shares beneficially owned by such Retired Employee as of the IPO Date which is equal to the
product of (x) the aggregate number of Covered Shares beneficially owned by such Retired Employee
as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and
(b) the product of (A) (1 minus Base Eligible Sales) multiplied
by (B) 0.875; and



(vii) if such Retired Employee retires (or has retired) at age 56 or above, Transfer 100% of the
Covered Shares beneficially owned by such Retired Employee as of the IPO Date.



5. A Retired Employee may also Transfer the Covered Shares beneficially owned by such Retired
Employee as of the IPO Date in accordance with paragraph 2 of this Article 8 as if such Retired
Employee
were an Employee Covered Person.



6. Following the first
anniversary of the IPO Date, a Retired Employee that reaches (or has
reached) the
age of 56 may also Transfer 100% of the Covered Shares beneficially owned by such Retired Employee
as of the IPO Date.



7. Notwithstanding paragraph 1, a Covered Person that became disabled while an employee of the
Company (a “Disabled Employee”) prior to June 15, 2001, may Transfer 100% of Covered Shares
beneficially owned by such Disabled Employee as of the IPO Date. A Covered Person that becomes (or
has become) a Disabled Employee following June 15, 2001 may (i) if such Disabled Employee becomes
disabled (or has become disabled) prior to reaching the age of 50, Transfer Covered Shares
beneficially
owned by such Disabled Employee as of the IPO Date in accordance with the provisions of paragraph
2 of this Article 8 as if such Disabled Employee were an Employee Covered Person and (ii) if such
Disabled Employee becomes (or has become) disabled after reaching the age of 50, Transfer Covered
Shares beneficially owned by such Disabled Employee as of the IPO Date in accordance with the
provisions of paragraph 4 of this Article 8 as if such Disabled Employee were a Retired Employee.





 









 










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8. Notwithstanding paragraph 1, a Covered Person may Transfer Covered Shares beneficially
owned by
such Covered Person as of the IPO Date pursuant to bona fide pledges of Covered Shares approved by
the
Supervisory Board or its delegate in writing and any foreclosures thereunder, provided that the
pledge
has agreed in writing with the Supervisory Board or its delegate (any such agreement to be
satisfactory to
the Supervisory Board or its delegate in its sole discretion) that the Company shall have a right
of first
refusal to purchase such Covered Shares at the market price prior to any sale of such Covered
Shares by
such pledgee.



9. Notwithstanding paragraph
1, commencing on June 15, 2004, the Covered Shares are redeemable at
the
option of the Covered Person for a redemption price per share equal to the lower of (i) the
Valuation
Ratio multiplied by the Market Price of an Accenture Ltd Class A Common Share and (ii) one United
States dollar.



10. Each Covered Person, for so long as such Covered Person is an Employee Covered Person, will
comply with any restrictions on Transfer relating to Class I Common Shares imposed by the Company
pursuant to the Company’s insider trading policies from time to time and notified to such Covered
Person
from time to time.



11. All Transfers of Covered Shares beneficially owned by a Covered Person as of or prior to the
IPO
Date made by such Covered Person before the adoption of this Article 8 shall be aggregated, for
purposes
of paragraphs 2 through 4, with all Transfers of Covered Shares beneficially owned by such Covered
Person as of or prior to the IPO Date made by such Covered Person after the adoption of this
Article 8.



12. Notwithstanding paragraph 2, each Covered Person will not Transfer any Covered Shares until
July
24, 2005, except (A) to participate in underwritten public offerings, share repurchases, sales or
redemptions or other transactions, in each case as approved in writing by the Company and/or (B)
to
estate and/or tax planning vehicles, family members and charitable organizations that become bound
to
the terms of Article 8 of these Articles of Association by express agreement in writing, in each
case as
approved in writing by the Company (which approval may be subject to other conditions, including
upon
the requirement that any transferee become bound by any other agreement, that the Company may
require
in its sole discretion). The preceding sentence shall not preclude any Transfer permitted under
paragraph
8 or 9 of this Article 8.



13. All Covered Shares beneficially owned by a Covered Person (in each case other than Covered
Shares
held of record by a trustee in a compensation or benefit plan administered by the Company and other
Covered Shares that have been pledged to the Company (or to a third party agreed to in writing by
the
Company) shall, at the sole discretion of the Company, be registered in the name of a nominee for
such
Covered Person and/or shall be held in the custody of a custodian until otherwise determined by the
Company or until such time as such Covered Shares are released pursuant to paragraph 17 or 18 of
this
Article 8. The form of the custody agreement and the identity of the custodian and/or nominee shall
be
as determined by the Supervisory Board or its delegate from time to time.



14. Whenever any nominee holder shall receive any dividend or other distribution in respect of any
Covered Shares, satisfied otherwise than in Covered Shares, the Company will give or cause to be
given
notice or direction to the applicable nominee and/or custodian referred to in paragraph 13 to
permit the
prompt distribution of such dividend or distribution to the beneficial owner of such Covered
Shares, net
of any tax withholding amounts required to be withheld by the nominee, unless the distribution of
such
dividend or distribution is restricted by the terms of another agreement between the Covered Person
and
the Company (or with any other person with respect to which the Company has expressly agreed in
writing) known to the Company.



15. Any share certificate representing Covered Shares beneficially owned by a Covered Person, and
any
agreement or other instrument evidencing restricted share units, options or other rights to receive
or
acquire Covered Shares beneficially owned by such Covered Person, may bear a legend noted
conspicuously on each such certificate, agreement or other instrument reading substantially as
follows:



“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH
IN THE COMPANY’S ARTICLES OF ASSOCIATION. THE





 









 










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SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, EXCHANGED, TRANSFERRED, ASSIGNED,
PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE THEREWITH.”



16. The Company shall refuse to register the transfer of Covered Shares not made in compliance with
these Articles of Association and it may enter stop transfer orders against the transfer of Covered
Shares
not made in compliance with these Articles of Association.



17. All Covered Shares of each Covered Person who is not an Employee Covered Person which could be
Transferred without contravening any provision of this Article 8 shall be released from the custody
of the
custodian pursuant to procedures to be developed by the Company to or at the direction of such
Covered
Person free and clear of all restrictions and legends described above.



18. A specified number of Covered Shares of an Employee Covered Person shall be released from the
custody of the custodian, pursuant to procedures to be developed by the Company, upon the request
of
such Employee Covered Person and to or at the direction of such Employee Covered Person (free and
clear of all restrictions and legends described in this Article 8), provided that such request is
accompanied
by a certificate of such requesting Employee Covered Person (i) indicating such requesting Employee
Covered Person’s intention to Transfer promptly such specified number of Covered Shares and (ii)
establishing that such specified number of Covered Shares are then permitted to be Transferred
without
contravening any Transfer Restrictions (which evidence must be satisfactory to the Company).



19. Each Covered Person shall be responsible for all expenses of such Covered Person incurred in
connection with compliance by such Covered Person with its obligations under this Article 8,
including
expenses incurred by the Company in enforcing the provisions of Article 8 relating to such
obligations.



20. In the event of any change in the outstanding Class I Common Shares by reason of stock
dividends,
stock splits, reverse stock splits, recapitalizations, combinations, exchanges of shares and the
like, the
term “Covered Shares” shall refer to and include the securities received or resulting therefrom,
but only to
the extent such securities are received in exchange for or in respect of Covered Shares. Upon the
occurrence of any event described in the immediately preceding sentence, the Company shall make
such
adjustments to or interpretations of the provisions of this Article 8 as the Company shall deem
necessary or
desirable to carry out the intent of such provisions. If the Company deems it advisable, any such
adjustments may take effect from the record date, the “when issued trading date,” the “ex dividend
date”
or another appropriate date.



21. The provisions of this Article 8 shall be binding upon the respective legatees, legal
representatives,
successors and assigns of the Covered Persons; provided, however, that a Covered Person may not
assign
or otherwise transfer any of its obligations under such provisions without the prior written
consent of the
Supervisory Board or its delegate and any assignment or other transfer of rights and/or obligations
under
this Article 8 by a Covered Person without such consent of the Supervisory Board or its delegate
shall be
void.



22. If requested by the Supervisory Board or its delegate, each Covered Person shall execute such
documents and take such further action as may be reasonably necessary to effect the provisions of
this
Article 8.



23. The Supervisory Board or its delegate may waive any of the provisions of this Article 8 to
permit
particular Covered Persons, a particular class of Covered Persons or all Covered Persons to
Transfer
Covered Shares in particular situations (such as Transfers to family members, partnerships or
trusts) or
generally. The Supervisory Board or its delegate may impose such conditions as the Supervisory
Board or
its delegate determines on the granting of such waivers. The determinations of the Supervisory
Board or
its delegate under this paragraph 23 shall be final and binding and need not to be uniform and may
be
made selectively among Covered Persons (whether or not such Covered Persons are similarly
situated).



24. For purposes of this Article 8, the following terms have the following meanings:



A “beneficial owner” of a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting
power, which includes the power to vote, or to direct the voting of, such security and/or (ii)
investment power, which includes the




 









 










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power to dispose, or to direct the disposition of, such security, but for purposes of
these Articles of Association a person shall not be deemed a beneficial owner of Covered Shares
(A) solely by virtue of the application of the United States Securities Exchange Act of 1934, as
amended from time to time (the “Exchange Act”) Rule 13d-3(d) or Exchange Act Rule 13d-5 as in
effect on April 18, 2001, (B) solely by virtue of the possession of the legal right to vote
securities under applicable law (such as by proxy, power of attorney or appointment as corporate
representative) or (C) held of record by a “private foundation” subject to the requirements of
Section 509 of the United States Internal Revenue Code of 1986, as amended from time to time, and
the applicable rulings and regulations thereunder (or equivalent in other jurisdictions as
determined from time to time by the Supervisory Board or its delegate). “Beneficially own” and
“beneficial ownership” shall have correlative meanings. For purposes of the determination of
beneficial ownership only, the provisions of Article 8 shall not
be deemed to transfer the
investment power with respect to any Class I Common Shares.



“Covered Person” or “Covered Persons” shall mean those persons, other than the Company, who were
Shareholders on the IPO Date; provided that any Covered Person who was not also a party to that
certain Common Agreement dated as of April 19, 2002 among the Company and the other parties
thereto on the date of adoption of this Article 8 shall not be
subject to paragraph 12 of this
Article 8.



“Company means Accenture SCA, together, as the case may be and if the context so requires, with
its Subsidiaries from time to time.



A Covered Person’s “Covered Shares” shall mean any Class I Common Shares beneficially owned by
such Covered Person at the time in question. “Covered Shares” shall also include the securities
that are defined to be “Covered Shares” in paragraph 20 of this Article 8. A Covered Person
“acquires” Covered Shares when such Covered Person first acquires beneficial ownership over such
Covered Shares.



The term “disabled” shall mean “disabled” as defined (i) in any employment agreement then in
effect between the employee and the Company, or (ii) if not defined therein, or if there shall be
no such agreement, as defined in the Company’s long-term disability plan as in effect from time
to time, or (iii) if there shall be no plan, the inability of an employee to perform in all
material respects his duties and responsibilities to the Company for a period of six (6)
consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive
month period by reason of a physical or mental incapacity. Any question as to the existence of a
disability as to which the employee and the Company cannot agree shall be determined in writing
by a qualified independent physician mutually acceptable to the employee and the Company. If the
employee and the Company cannot agree as to a qualified independent physician, each shall appoint
such a physician and those two physicians shall select a third who shall make such determinations
in writing. The determination of disability made in writing to the Company and the employee shall
be final and conclusive for all purposes of this Article 8.



An “employee” shall include, without limitation, the owners and employees of partner personal
service companies in certain countries with which the Company has personal service contracts (in
each case as agreed by the Supervisory Board or its delegate), and any other similarly situated
person designated as an “employee” by the Supervisory Board or its delegate.



“Employee Covered Person” shall mean a Covered Person that is an employee of the Company at the
time in question, provided that if the Company has received notice that any Covered Person
intends to terminate such Covered Person’s employment with the Company (except in the case of
notice with respect to retirement or disability), such Covered Person shall be deemed not to be
an Employee Covered Person.



“IPO Date” shall mean July 24, 2001, the date of completion of Accenture Ltd’s initial public
offering.



“Non-Competition Agreement” shall mean, collectively, any Non-Competition Agreement, dated as of
April 18, 2001, among the Company and the partners from time to time party thereto as such
agreement may be amended from time to time or any agreement having a similar effect.



“Permitted Basket Transaction” shall mean the purchase or sale of, or the establishment of a
long or short position in, a basket or index of securities (or of a derivative financial
instrument with respect to a basket or index of securities) that includes securities of the
Company, in each case if such purchase, sale or establishment is permitted under the Company’s
policy on hedging with respect to securities of the






 









 










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Company and other relevant policies, including insider trading policies, as announced from
time to time.



“Sole Beneficial Owner” shall mean a person who is the beneficial owner of Covered Shares, who
does not share beneficial ownership of such Covered Shares with any other person (other than
pursuant to these Articles of Association, the Non-Competition Agreement or applicable community
property laws) and who is the only person (other than pursuant to applicable community property
laws) with a direct economic interest in the Covered Shares. An economic interest of the Company
(or of any other person with respect to which the Company has expressly agreed to in writing) as
pledgee shall be disregarded for this purpose. A Covered Person that holds Covered Shares
indirectly through a wholly-owned personal holding company shall be considered the “Sole
Beneficial Owner” of such Covered Shares, provided that such personal holding company is a
Covered Person hereunder. In respect of Covered Shares held a personal holding company or a trust
structure, the share register shall refer both to the legal entity or trust, respectively, as the
legal owner and record owner of the Covered Shares and the beneficial owner(s) of the legal
entity or trust, respectively.



“Subsidiary” shall mean any person in which Accenture SCA owns, directly or indirectly, at least
a majority of the equity, economic or voting interest.



“Transfer” shall mean any sale, transfer, pledge, hypothecation or other disposition, whether
direct or indirect, whether or not for value, and shall include any disposition of the economic or
other risks of ownership of Covered Shares, including short sales of securities of the Company,
option transactions (whether physical or cash settled) with respect to securities of the Company,
use of equity or other derivative financial instruments relating to securities of the Company and
other hedging arrangements with respect to securities of the Company, in each such case other than
Permitted Basket Transaction.



Article 9 — Liability of Shareholders



The Limited Shareholders are only liable up to the amount of their capital contribution made to
the Company.



The General Partner’s liability is and shall be unlimited.



Article 10 — Meetings of Shareholders



The annual general meeting of Shareholders shall be held, in accordance with Luxembourg law, in
Luxembourg at the registered office of the Company, or at such other place in Luxembourg as may
be specified in the notice of meeting, on 15th January, at 12:00 noon. If such day is not a
Luxembourg business day, the annual general meeting shall be held on the next following
Luxembourg business day.



Other meetings of Shareholders may, subject to applicable law, be held at such place and at such
time as may be specified by the General Partner in the respective notices of meeting.



All general meetings shall be chaired by the General
Partner.



Article 11 — Notice, quorum, proxies, majority



The notice periods and quorum rules required by the Law shall apply with respect to the meetings
of Shareholders of the Company, as well as with respect to the conduct of such meetings, unless
otherwise provided herein.



Each Share is entitled to one vote. A Shareholder may act at any meeting of Shareholders by
appointing another person in writing (whether in original or by telefax, cable, telegram or
telex), whether a Shareholder or not, as its proxy.



Except as otherwise required by law or by these Articles of Association, resolutions at a meeting
of Shareholders will be passed by a simple majority of those Shares represented and voting at the
meeting and with the consent of the General Partner.



The following matters shall require a quorum (if and when required as a matter of the Law) of
half of the Company’s issued and outstanding Shares and a two-thirds majority vote of those
Shares represented and voting at the meeting:



(i) amendment of these Articles of Association;




 









 










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(ii) dissolution and the liquidation of the Company;



(iii) setting of the authorised share capital and the authorisation given to the General
Partner to increase the Company’s share capital within the limits of the authorisation;



(iv) decrease of the Company’s share capital; and



(v) sale of all or substantially all of the Company’s assets.



The following matters shall require a unanimous resolution of all the Shareholders of the
Company:



(i) the redomestication of the Company (i.e. its migration) by the change of the
nationality of the Company; and



(ii) the assessment of the Shareholders.



The Shares shall, as a rule, vote as a single class. Matters adversely affecting the rights of
the holders of a specific share class only shall require a quorum (if and when required as a
matter of the Law) of half of the class’ issued and outstanding Shares and a two-thirds majority
vote of the Shares of that share class and, in respect of such matters but only in respect of
such matters, the holders shall vote as a separate class.



Article 12 — Convening notice



Shareholders’ meetings shall be convened by the General Partner or by the Supervisory Board,
pursuant to a notice setting forth the agenda and sent by registered mail at least eight days
prior to the meeting to each Shareholder at the Shareholder’s notice address on record or,
failing which, its residence address on record in the share register of the Company or by two
publications in each of the Luxembourg press and in the Luxembourg Official Gazette (Mémorial),
whereby the first publication shall be made so that the second publication shall be made at
least eight days prior to the meeting and with there being at least an eight-day interval
between the first and the second publications for the meeting.



If all the Shareholders are present or represented at a meeting of Shareholders, and if they
state that they have been informed of the agenda of the meeting, the meeting may be held without
prior notice.



The General Partner may determine all reasonable conditions that must be fulfilled by
Shareholders for them to participate in any meeting of Shareholders.



Article 13 — Powers of the meeting of Shareholders



Any regularly constituted meeting of Shareholders of the Company shall represent the entire body
of Shareholders of the Company. The meeting of Shareholders may resolve on any item only with
the consent of the General Partner.



Article 14 — Management



The Company shall be managed
by the General Partner who shall be the liable partner (associé
—
gérant — commandité) and who shall be personally, jointly and severally liable with the Company
for all liabilities which cannot be met out of the assets of the Company.



The General Partner is vested with the broadest powers to perform all acts of administration and
disposition in the Company’s interest which are not expressly reserved by the Law or by these
Articles of Association to the meeting of Shareholders or to the Supervisory Board.



The General Partner shall have the sole authority to institute and direct court proceedings and
to negotiate, settle and compromise disputes on behalf of the Company and may delegate this
authority to such persons or committees as it may designate, provided the Supervisory Board
shall have approved the persons to whom the delegation by the General Partner of such authority
is made.



The General Partner shall have the power on behalf and in the name of the Company to carry out
any and all of the purposes of the Company and to perform all acts and enter into and perform
all contracts and other undertakings that it may deem necessary, advisable or useful or
incidental thereto. Except as otherwise expressly provided, the General Partner has, and shall
have full authority in its discretion to exercise, on behalf of and in the name of the Company,
all rights and powers necessary or convenient to carry out the purposes of the Company.




 









 










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Article 15 — Authorised signature



The Company shall be bound by the corporate signature of the General Partner as made by the
individual or joint signatures of any other persons to whom authority shall have been delegated
by the General Partner as the General Partner shall determine in its discretion, provided the
Supervisory Board shall have approved the persons to whom the delegation by the General Partner
of such authority is made.



Article 16 — Remuneration of General Partner; Expenses



The General Partner shall receive no remuneration from the Company for its duties. To the largest
extent permitted by applicable law, but without prejudice to the second paragraph of Article 8,
the Company shall bear, and reimburse for, the costs and expenses incurred by the General Partner
resulting from the performance of its duties and/or actions taken on behalf of and/or for the
benefit of the Company and may make advances to the General Partner in connection therewith
(including, without limitation, losses, damages and defense costs resulting from actual or
threatened third party claims).



Article 17 — Supervisory Board



The affairs of the Company and its financial situation including particularly its books and
accounts shall be supervised by a supervisory board composed of at least three board members
(herein referred to as the “Supervisory Board”).



The Supervisory Board shall be consulted by the General Partner on such matters as the General
Partner may determine, and it shall authorise any actions of the General Partner that may,
pursuant to the Law or under these Articles of Association, exceed the powers of the General
Partner.



The Supervisory Board shall approve those individuals put forth from time to time by the General
Partner to exercise the General Partner’s powers with respect to the management of the Company,
and the General Partner shall act only through such individuals.



The Supervisory Board shall be elected by a simple majority vote of the general meeting of
Shareholders for a maximum term of six years, which shall be renewable.



The general meeting of Shareholders shall determine the remuneration of the Supervisory Board, if
any.



The Supervisory Board shall be convened by its chairman (as appointed by the Supervisory Board
from the Board members) or by the General Partner.



Written notice of any meeting of the Supervisory Board shall be given to all members of the
Supervisory Board with at least eight days prior notice, except in circumstances of emergency, in
which case the nature of such circumstances shall be set forth in the notice of the meeting. This
notice may be waived by the consent in writing, whether in original or by cable, telegram,
telefax or telex of each member. Separate notice shall not be required for individual meetings
held at times and places prescribed in a schedule previously adopted by resolution of the
Supervisory Board. If all the members of the Supervisory Board are present or represented at a
meeting of Supervisory Board, and if they state that they have been informed of the agenda of the
meeting, the meeting may be held without prior notice.



Any member may act at any meeting of the Supervisory Board by appointing in writing, whether in
original or by cable, telegram, telex, telefax or other electronic transmission another member as
his proxy.



The Supervisory Board can deliberate or act validly only if at least the majority of its members
are present or represented. Resolutions shall be approved if taken by a majority of the votes of
the members present or represented at such meeting. Resolutions may also be taken in one or
several written instruments signed by all the members.



No member of the Supervisory Board shall be liable in respect of any negligence, default or
breach of duty on his own part in relation to the Company and each member of the Supervisory
Board shall be indemnified out of the funds of the Company against all liabilities, losses,
damages or expenses arising out of the actual or purported execution or discharge of his duties
or the exercise of his powers or otherwise in relation to or in connection with his duties,
powers or office; provided that this exemption from liability and indemnity shall not extend to
any matter which would render them void pursuant to Luxembourg law.




 









 










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Article 18 — Accounting year — Accounts



The accounting year of the Company shall begin on 1st September and it shall terminate on 31st
August of each year.



The accounts of the Company shall be stated in euro and/or United States dollars or in any other
fungible currency as decided by the General Partner.



Article 19 — Allocation of profits



From the annual net profits of the Company, five per cent (5 %) shall be allocated to the legal
reserve as required by the Law. This allocation shall cease to be required as soon as such legal
reserve amounts to ten per cent (10 %) of the nominal issued share capital of the Company as
stated in Article 5 hereof as increased or reduced from time to time.



The General Partner shall determine how the annual net profits shall be disposed of, and it shall
decide to pay dividends from time to time, as it, in its discretion, believes to suit best the
corporate purpose and policy of the Company. A general meeting of Shareholders shall have to
approve the General Partner’s decision to pay dividends as well as the profit allocation proposed
by the General Partner.



Each Shareholder shall have dividend rights corresponding to its share. Each Class II common
Share shall entitle its holder to receive a dividend equal to 10% of any dividend to which a
Class I Common Share entitles its holder, whether in cash or in kind.



The dividends may be paid in Euro or in United States Dollars or in any other currency determined
by the General Partner and they may be paid at such places and times as shall be determined by
the General Partner.



The General Partner may decide to pay interim dividends under the conditions and within the
limits laid down in the Law.



Article 20 — Dissolution and liquidation



The Company may be voluntarily dissolved by a resolution passed at a general meeting of
Shareholders with the consent of the General Partner.



The liquidation shall be carried out by one or several liquidators (who may be physical persons
or legal entities) named by a general meeting of Shareholders which shall also determine their
powers and their remuneration.



Each holder of Shares of the Company shall be entitled (to the extent of the availability of
funds or assets in sufficient amount), to the repayment of the nominal share capital amount
corresponding to its Share holdings. The liquidation proceeds (if any), including the return of
nominal share capital, shall be paid so that each Class II Common Share shall entitle its holder
to receive a liquidation payment equal to 10% of any liquidation payment to which a Class I
Common Share entities its holder.



Article 21 — Amendments



These Articles of Association may be amended from time to time by a general meeting of
Shareholders, subject to the quorum and majority requirements provided by the laws of Luxembourg,
and subject to the consent of the General Partner.



Article 22 — Tax Matters



The General Partner may, in its sole discretion, make any tax elections with respect to the
Company, provided that the General Partner reasonably determines that any such election would not
have an adverse tax impact on any Shareholder.



Article 23 — Applicable law



All matters not governed by these Articles of Association shall be determined by application of
the provisions of Luxembourg law, and, in particular, of the Law.



Article 24 — Definitions



The “Average Price Per Share” as of any day shall equal the average of the high and low sales
prices of Accenture Ltd Class A Common Shares as reported on the New York Stock Exchange (or if
the Accenture Ltd Class A Common Shares are not listed or admitted to trading on the New York
Stock






 









 










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Exchange, on the American Stock Exchange, or if the Accenture Ltd Class A Common Shares are
not listed or admitted to trading on the American Stock Exchange, on the Nasdaq National Market,
or if the Accenture Ltd Class A Common Shares are quoted on the Nasdaq National Market, on the
over-the-counter market as furnished by any nationally recognized New York Stock Exchange member
firm selected by Accenture Ltd for such purpose), net of customary brokerage and similar
transaction costs as determined with respect to the Company and by the Company.



The “Market Price of an Accenture Ltd Class A Common Share” as of any day shall equal the Average
Price Per Share as of such day, unless Accenture Ltd sells (i.e. trade date) shares of its Class
A Common Shares on such day for cash other than in a transaction with any employee or an
affiliate and other than pursuant to a preexisting obligation; in which case the “Market Price of
an Accenture Ltd Class A Common Share” as of such day shall be the weighted average sale price
per share, net of brokerage and similar costs.



The “Valuation Ratio” at any time shall equal 1.00, provided that the Valuation Ratio shall be
subject to adjustment from time to time pursuant to the following provisions of this Article 23.
If at any time:



	(i)  	Accenture Ltd acquires or otherwise holds more than a de miminis amount of assets other
than:










	 	(a)  	its shareholding in the Company,
	 
	 	(b)  	any direct or indirect interest in its own shares (provided that such shares
would not be
treated as an asset of Accenture Ltd on a consolidated balance sheet of Accenture Ltd
prepared in accordance with generally accepted accounting principles in the United
States
of America) or
	 
	 	(c)  	any assets that it holds only transiently prior to contributing or loaning such
assets to the
Company (provided that any such transiently held assets are so contributed or loaned
prior
to the end of the then current fiscal quarter of Accenture Ltd),






	(i)  	Accenture Ltd incurs or otherwise is liable for more than a de miminis amount of
liabilities other than any liability for which it is the obligee under a corresponding
liability of the Company or






	(ii)  	circumstances otherwise require, then






	 	(1)  	the General Partner shall promptly inform the Supervisory Board and those
members of the Supervisory Board that are also Limited Shareholders (in such capacity,
the
“Limited Shareholders Committee”) of such fact,
	 
	 	(2)  	the General Partner shall provide the Limited Shareholders Committee with such
other information, including financial information or statements, as the
Limited
Shareholders Committee may reasonably require in connection with the determinations
contemplated by the following clause (3) of this sentence and
	 
	 	(3)  	each of the General Partner and the Limited Shareholders Committee shall use
their
best efforts to promptly:






	 	(x)  	determine whether an adjustment to the Valuation Ratio is required in
order to reflect the relative fair market values of an Accenture Ltd Class A
Common Share and a Class I Common Share and
	 
	 	(y)  	if such an adjustment is so required, determine a process for
equitable adjustment of the Valuation Ratio (whether based on the financial
statements of Accenture Ltd or otherwise and whether a process for a one-time
adjustment or recurring adjustments).




If the General Partner and the Limited Shareholders Committee determine that an adjustment in the
Valuation Ratio is so required and determine a process for equitable adjustment of the Valuation
Ratio, then the Valuation Ratio shall be adjusted by such process. If no agreement can be reached
promptly (but in any event within 45 days) between the General Partner and the Limited
Shareholders Committee as to whether any such adjustment is so required or as to a process for
equitable adjustment, then the General Partner and the Limited Shareholders Committee shall
choose an independent arbitrator (which may be a leading international investment bank) who is a
recognized expert in the field of company valuation to (x) determine whether an adjustment to the
Valuation Ratio is required in order to reflect the relative fair market values of an Accenture
Ltd Class A Common Share and a Class I Common Share




 









 






	 	 	 
	


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and (y) if such an adjustment is so required, determine a process for equitable adjustment
of the Valuation Ratio (whether based on the financial statements of Accenture Ltd or otherwise
and whether a process for a one-time adjustment or recurring adjustments). If the arbitrator
determines that an adjustment in the Valuation Ratio is so required and determines a process for
equitable adjustment of the Valuation Ratio, then the Valuation Ratio shall be adjusted by such
process.



If Accenture Ltd:





	(i)  	pays a dividend or makes a distribution on its Accenture Ltd Class A Common Shares
in Accenture Ltd Class A Common Shares,
	 
	(ii)  	subdivides its outstanding Accenture Ltd Class A Common Shares into a greater number
of shares,
	 
	(iii)  	combines its outstanding Accenture Ltd Class A Common
Shares into a smaller number of shares,
	 
	(iv)  	makes a distribution on its Accenture Ltd Class A Common Shares in shares of its share
capital other than Accenture Ltd Class A Common Shares or
	 
	(v)  	issues by reclassification of its Accenture Ltd Class A Common Shares any shares of
its share capital,




then the Valuation Ratio in effect immediately prior to such action shall be adjusted so that the
holder of Class I Common Shares thereafter redeemed may receive
the redemption price or number of shares
of share capital of Accenture Ltd, as the case may be, which it would have owned
immediately following such action if it had redeemed immediately
prior to such action (after
taking into account any corresponding action taken by the Company).



In the event of any business combination, amalgamation, restructuring, recapitalization or other
extraordinary transaction directly or indirectly involving Accenture Ltd or any of its securities
or assets as a result of which the holders of Accenture Ltd Class A Common Shares shall hold
voting securities of an entity other than Accenture Ltd, the terms “Accenture Ltd Class A Common
Shares” and “Accenture Ltd” shall refer to such voting securities formerly representing or
distributed in respect of Accenture Ltd Class A Common Shares and such entity, respectively.