EX-10.1






Exhibit 10.1




ACCENTURE SCA

société en commandite par actions

siège social: L-1855 Luxembourg

46A, avenue J.F. Kennedy

R.C.S. Luxembourg B 79.874




STATUTS COORDONNES




au 17 novembre 2008




UPDATED ARTICLES OF ASSOCIATION




AS AT




17 NOVEMBER 2008




     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 commandite 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 on indirectly in
the establishment and development of any financial, industrial or commercial enterprises in



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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
1,868,030,866.25 (one billion eight hundred and sixty-eight million thirty thousand eight hundred
sixty-six Euro and twenty-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 138,959,879 (one hundred
thirty-eight million nine hundred and fifty-nine thousand eight hundred and seventy-nine) Class I
Common Shares (Class I Common Shares), 494,880,698 (four hundred ninety-four million eight hundred
eighty thousand six hundred ninety-eight) Class II Common Shares (Class II Common Shares),
643,133,854 (six hundred and forty-three million one hundred and thirty-three thousand eight
hundred and fifty-four) Class III Common Shares (Class III Common Shares) and 5,000,000 (five
million) Class III-A Common Shares (Class III-A Common Shares), 5,000,000 (five million) Class
III-B Common Shares (Class III-B Common Shares), 10,000,000 (ten million) Class III-C Common Shares
(Class III-C Common Shares), 10,000,000 (ten million) Class III-D Common Shares (Class III-D Common
Shares), 15,000,000 (fifteen million) Class III-E Common Shares (Class III-E Common Shares),
15,000,000 (fifteen million) Class III-F Common Shares (Class III-F Common Shares), 20,000,000
(twenty million) Class III-G Common Shares (Class III-G Common Shares),



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25,000,000 (twenty-five million) Class III-H Common Shares (Class III-H Common Shares),
5,000,000 (five million) Class III-I Common Shares (Class III-I Common Shares), 5,000,000 (five
million) Class III-J Common Shares (Class III-J Common Shares), 16,050,000 (sixteen million fifty
thousand) Class III-K Common Shares (Class III-K Common Shares), 5,025,720 (five million
twenty-five thousand seven hundred twenty) Class III-L Common Shares (Class III-L Common Shares),
68,626,707 (sixty-eight million six hundred and twenty-six thousand seven hundred seven) Class
III-M Common Shares (Class III-M Common Shares), and 12,747,835 (twelve million seven hundred
forty-seven thousand eight hundred thirty-five) Class III-N Common Shares (Class III-N Common
Shares) (Class III-A Common Shares through Class III-N Common Shares are collectively referred to
as Class III Letter Shares), having the same characteristics and rights save as to those
differences outlined in these Articles of Association and namely those differences set out in
Articles 5, 6, 7, 8, 19 and 20 hereof.




     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.



     The Class I Common Shares, the Class II Common Shares, the Class III Common Shares and the
Class III Letter Shares are individually referred to as a “Share” and collectively as the “Shares.”



     The Class II Common Shares, the Class III Common Shares and the Class III Letter Shares are
exclusively reserved for Accenture Ltd and its subsidiaries.



     The Class III Common Shares and Class III Letter Shares will not entitle their holder to any
cash dividend distributions. Class III Common Shares and Class III Letter Shares will give right to
newly issued Class III Common Shares also labelled “Class III Bonus Shares,” to the extent a cash
dividend is paid on Class I Common Shares.



     The aggregate value of the Class III Bonus Shares (the “Class III Bonus Shares Value”) shall
be the amount of any cash dividends that the holders of outstanding Class III Common Shares and
Class III Letter Shares would have received had they participated on a fully participating basis
with the holders of Class I Common Shares in any cash dividends declared to the holders of the
Class I Common Shares.



     The number of Class III Bonus Shares issued to holders of Class III Common Shares and Class
III Letter Shares in connection with the payment of any cash dividend on the Class I Common Shares
shall be determined by dividing (i) the Class III Bonus Shares Value by (ii) the closing price of
an Accenture Ltd Class A Common Share on the United States trading day immediately prior to the day
of issue of the Class III Bonus Shares. Upon such determination, fractional Class III Bonus Shares
whether or not issuable to holders of Class III Common Shares or Class III Letter Shares shall be
rounded down to the nearest entire number of Class III Bonus Shares. The Class III Bonus Shares
shall be issued on the date of payment of the cash dividend on the Class I Common Shares.



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     All other rights of the Class III Common Shares and Class III Letter Shares, such as rights to
liquidation proceeds and voting rights will remain the same as the rights for the Class I Common
Shares save as set out otherwise in these Articles of Association.



     Any issuances of Class III Bonus Shares to the holder(s) of Class III Common Shares and of
Class III Letter Shares in the context of the Authorised Share Capital of the Company (as defined
hereafter), shall be recorded at the latest within a month of the issue date by a Luxembourg
notary. Full powers are attributed to the General Partner or an appointee of the General Partner to
see from time to time to the accomplishment of any formality in connection therewith.



     The Class II Common Shares will not entitle their holder to any cash dividend distributions.
Class II Common Shares will have the right to receive newly issued Class II Common Shares also
labelled (“Class II Bonus Shares”) to the extent a cash dividend is paid on Class I Common Shares.



     The aggregate value of the Class II Bonus Shares (“the Class II Bonus Shares Value”) shall be
the amount of any cash dividends that the holders of outstanding Class II Common Shares would have
received had they participated on a ten percent (10%) participating basis with the holders of Class
I Common Shares in any cash dividends declared to the holders of the Class I Common Shares.



     The number of Class II Bonus Shares issued to holders of Class II Common Shares in connection
with the payment of any cash dividend on the Class I Common Shares shall be determined by dividing
(i) the Class II Bonus Shares Value by (ii) 10 % of the closing price of an Accenture Ltd Class A
Common Share on the United States trading day immediately prior to the day of issue of the Class II
Bonus Shares. Upon such determination, fractional Class II Bonus Shares whether or not issuable to
holders of Class II Common Shares shall be rounded down to the nearest entire number of Class II
Bonus Shares. The Class II Bonus Shares shall be issued on the date of payment of the cash dividend
on Class I Common Shares.



     Any issuances of Class II Common Shares as Class II Bonus Shares to the holders of Class II
Common Shares in the context of the Authorised Share Capital of the Company (as defined hereafter),
shall be recorded at the latest within a month of the issue date by a Luxembourg notary. Full
powers are attributed to the General Partner or an appointee of the General Partner to see from
time to time to the accomplishment of any formality in connection therewith.



     Upon Class I Common Shares being sold or otherwise transferred by their holder to Accenture
Ltd or a subsidiary of Accenture Ltd, such shares shall as a result of the transfer be
automatically relabelled and reclassified as Class III Common Shares. The Company shall
subsequently periodically record (with such recordings to occur not less than once in every
quarter) in notarial form the reclassification of Class I Common Shares into Class III Common
Shares and the General Partner or an appointee of the General Partner is authorised and empowered
to see to any requisite formalities in relation with the registration in the share register of the
Company and any notarial recording including, without limitation, any amendments which need to be
made to these Articles of Association.



     Class III Common Shares and Class III Letter 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 III Common
Share or 1 Class III Letter Share for 10 Class II Common Shares. Upon such resolution, the nominal
capital



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shall be increased by EUR 11.25 per Class III Common Share or per Class III Letter Share so
converted and Class II Common Shares shall be issued in accordance with the conversion ratio in
replacement of the Class III Common Shares or Class III Letter Shares so converted.




     Class II Common Shares are convertible into Class III 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 10 Class II Common Shares for 1 Class III
Common 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 III Common
Shares shall be issued in accordance with the conversion ratio in replacement of the Class II
Common Shares so converted.



     The Class I Common Shares, the Class II Common Shares, the Class III Common Shares and the
Class III Letter Shares are redeemable shares in accordance with the terms of article 49-8 of the
law of August 10, 1915, on commercial companies, as amended (the “Law”), and the redemption
features laid down in Articles 7 and 8 hereof and the disposal features laid down in Articles 6 and
8 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 or
reduce 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 28 June, 2005, 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 (as defined hereafter) and for the
number and classes of Shares being the object of the authorisation. The General Partner shall
accept, to the extent required and whenever it shall not issue Class II Bonus Shares and Class III
Bonus Shares subscriptions for such Shares.



     The authorised capital of the Company is set at EUR 50,000,000,000 (the “Authorised Share
Capital”) consisting of 10,000,000,000 Class I Common Shares of a par value of one euro and
twenty-five cents (EUR 1.25) each, 20,000,000,000 Class II Common Shares of a par value of one euro
and twenty-five cents (EUR 1.25) each, 9,782,549,738 Class III Common Shares of a par value of one
euro and twenty-five cents (EUR 1.25) each and 5,000,000 Class III-A Common Shares of a par value
of one euro and twenty-five cents (EUR 1.25) each, 5,000,000 Class III-B Common Shares of a par
value of one euro and twenty-five cents (EUR 1.25) each, 10,000,000 Class III-C Common Shares of a
par value of one euro and twenty-five cents (EUR 1.25) each, 10,000,000 Class III-D Common Shares
of a par value of one euro and twenty-five cents (EUR 1.25) each, 15,000,000 Class III-E Common
Shares of a par value of one euro and twenty-five cents (EUR 1.25) each, 15,000,000 Class III-F
Common Shares of a par value of one euro and twenty-five cents (EUR 1.25) each, 20,000,000 Class
III-G Common Shares of a par value of one euro and twenty-five cents (EUR 1.25) each, 25,000,000
Class III-H Common Shares of a par value of one euro and twenty-five cents (EUR 1.25) each,



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5,000,000 Class III-I Common Shares of a par value of one euro and twenty-five cents (EUR
1.25) each, 5,000,000 Class III-J Common Shares of a par value of one euro and twenty-five cents
(EUR 1.25) each, 16,050,000 Class III-K Common Shares of a par value of one euro and twenty-five
cents (EUR 1.25) each, 5,025,720 Class III-L Common Shares of a par value of one euro and
twenty-five cents (EUR 1.25) each, 68,626,707 Class III-M Common Shares of a par value of one euro
and twenty-five cents (EUR 1.25) each, and 12,747,835 Class III-N Common Shares of a par value of
one euro and twenty-five cents (EUR 1.25) each.




     The General Partner is authorised and empowered for a period of 5 years starting on 28 June,
2005 to issue Class I Common Shares and/or Class II Common Shares (whether or not as Class II Bonus
Shares) and/or Class III Common Shares (whether or not as Class III Bonus Shares) from time to time
including Class III Letter Shares 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 authorised and empowered for the same period of 5 years starting on 28
June 2005 to determine the conditions attaching to any subscription of Shares and to determine the
amount of issue premium (if any) which will have to be paid, 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 connection with the authorisation to increase the capital of the Company given to the
General Partner up to the amount of the Authorised Share Capital and in compliance with the terms
of article 32-3(5) of the Law, the General Partner is authorised, at its discretion, to waive
entirely or partially or to limit, or to set the conditions in respect of any preferential
subscription rights of the then existing Shareholders of the Company.



     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



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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 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 Transfer taking the form of a redemption made pursuant to Article 7 or a Transfer
to Accenture Ltd or a subsidiary thereof, no Transfer of Class I Common Shares of the Company by a
Limited Shareholder shall be made unless the General Partner shall have given its prior approval to
a contemplated Transfer. As used in this Article 6, the term “Transfer” shall have the same meaning
as set forth in Article 8 below.



     Except for a Transfer taking the form of a redemption made pursuant to Article 7 or a Transfer
to Accenture Ltd or a subsidiary of Accenture Ltd, if a Limited Shareholder wants to Transfer all
or part of its Class I Common Shares or of all or part of the rights attached thereto, in any form
whatsoever, it must submit an application beforehand to the Company by any means approved by the
General Partner. 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 Company will be made known to the applicant as soon as reasonably practicable after it shall
have been taken. The Company’s decision in respect of the application must be made known to the
Limited Shareholder by any means approved by the General Partner.



     Any Transfer not made in compliance with the terms of these Articles of Association shall,
with respect to the Company, be deemed to be null and void.



     Requests for Transfers to the Company’s subsidiaries may be made in accordance with procedures
to be approved by the General Partner, provided that any transferee, which is a subsidiary of the
Company, shall retain the right, in its sole discretion, to separately refuse such request for
Transfer.”



     Article 7 – Redemption of Shares



     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.



     At the initiative of the General Partner, the Company is authorised to redeem any Class I
Common Share or any series held by 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”) 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



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redemption of the Class I Common Share will be done in the context of or accompanied by a
share capital reduction of the Company or a cancellation of Shares, 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.




     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 in Article 24). 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 in Article 24) as of either (i) the United States trading day (as defined in Article
24) on which the Company receives a notice of an election for redemption with respect to such Class
I Common Share if such notice is received prior to the close of trading of Accenture Ltd Class A
Common Shares on the New York Stock Exchange or any other exchange on which they may be listed from
time to time or (ii) the United States trading day immediately 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 (if such notice is received after the close of trading of Accenture Ltd Class A
Common Shares on the New York Stock Exchange or any other exchange on which they may be listed from
time to time). The redemption price for any Class III Common Share or Class III Letter Share shall,
subject to equality of shareholder treatment, be agreed between the Company and the holder thereof.
The redemption price for Class II Common Shares shall constitute 10% of the price agreed in respect
of a Class III Common Share or a Class III Letter Share between the Company and the holder of Class
III Common Shares or of Class III Letter Shares.



     The Company is authorized to redeem its Class II Common Shares or Class III Common Shares at
the initiative of the General Partner. If the redemption of the Class II Common Shares or Class
III Common Shares will be done in the context of or accompanied by a share capital reduction of the
Company or a cancellation of Shares, the redemption of the Shares must 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.



     Notwithstanding the foregoing, at the option of the Company represented by the General
Partner, the redemption price payable to any 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, including, for the avoidance of doubt, the General Partner, and the Company may agree
that the Company may redeem such holder’s or part of such holder’s Class I Common Shares, Class II
Common Shares, Class III Common Shares and/or Class III Letter Shares for different consideration
or for consideration determined differently.



     Notwithstanding anything to the contrary, a holder of Class I Common Shares shall not be
entitled to have Class I Common Shares redeemed or transferred to the Company or to Accenture Ltd
or any subsidiary thereof, and the Company shall have the right to refuse to honor any request for
redemption of Class I Common Shares, (i) at any time or during any period, including, without
limitation, during a “blackout 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



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defined below) at such time or during such period, (ii) if such redemption would be prohibited
under applicable law or regulation (in each case regardless of whether the redemption price is
payable in Accenture Ltd Class A Common Shares, cash or other consideration) or (iii) from the date
of the announcement of a tender offer by the Company or any of its affiliates for Class I Common
Shares, or any securities convertible into, or exchangeable or exercisable for, Class I Common
Shares, until the expiration of ten United States business days after the termination of such
tender offer, provided that nothing in this clause (iii) shall preclude any holder of Class I
Common Shares from tendering Class I Common Shares in any such tender offer.




     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 contravention 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.



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     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 2of 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.



     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, if any, or its delegate in writing and any foreclosures
thereunder, provided that the pledge has agreed in writing with the Supervisory Board, if any, or
its delegate (any such agreement to be satisfactory to the Supervisory Board, if any, 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.
In the event an external auditor has been appointed instead of a Supervisory Board under Article 17
of these Articles of Association, then such approval shall refer to the approval of the General
Partner acting through a committee of at least three Limited Shareholders appointed by the General
Partner or the delegate of such committee.



     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



 Page 11









 




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, if any, or its delegate
from time to time. In the event an external auditor has been appointed instead of a Supervisory
Board under Article 17 of these Articles of Association, then such determination shall refer to the
determination of the General Partner acting through a committee of at least three Limited
Shareholders appointed by the General Partner or the delegate of such committee.



     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 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



 Page 12









 




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, if any, 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, if any, or its delegate shall be void. In the event an external
auditor has been appointed instead of a Supervisory Board under Article 17 of these Articles of
Association, then such prior written consent shall refer to the prior written consent of the
General Partner acting through a committee of at least three Limited Shareholders appointed by the
General Partner or the delegate of such committee.



     22. If requested by the Supervisory Board or its delegate (or in the event an external auditor
has been appointed instead of a Supervisory Board under Article 17 of these Articles of
Association, then if requested by the General Partner acting through a committee of at least three
Limited Shareholders appointed by the General Partner or the delegate of such committee), 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, if any, 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



 Page 13









 




trusts) or generally. The Supervisory Board, if any, or its delegate may impose such
conditions as the Supervisory Board, if any, or its delegate determines on the granting of such
waivers. The determinations of the Supervisory Board, if any, 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). In the event an external
auditor has been appointed instead of a Supervisory Board under Article 17 of these Articles of
Association, then the authority of the Supervisory Board or its delegate under this paragraph 23
shall be vested in the General Partner acting through a committee of at least three Limited
Shareholders appointed by the General Partner or the delegate of such committee.




     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 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, or in the
event an external auditor has been appointed instead of a Supervisory Board under Article 17 of
these Articles of Association, then as determined from time to time by the General Partner acting
through a committee of at least three Limited Shareholders appointed by the General Partner or the
delegate of such committee). “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.



 Page 14









 





     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, or in the event an external auditor
has been appointed instead of a Supervisory Board under Article 17 of these Articles of
Association, then as agreed by the General Partner acting through a committee of at least three
Limited Shareholders appointed by the General Partner or the delegate of such committee), and any
other similarly situated person designated as an “employee” by the Supervisory Board or its
delegate (or in the event an external auditor has been appointed instead of a Supervisory Board
under Article 17 of these Articles of Association, then as designated by the General Partner acting
through a committee of at least three Limited Shareholders appointed by the General Partner or the
delegate of such committee).



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



 Page 15









 





     “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, redemption 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 November 15 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.



     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



     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.



 Page 16









 





     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;



     (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,
if any, 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.



 Page 17









 





     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, if any.



     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.



     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.



     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.



     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/External Auditor



     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”). However, if instead of a Supervisory Board an
external auditor (réviseur d’entreprises) shall be proposed by the General Partner and appointed by
a simple majority vote of the general meeting of Shareholders amongst the members of the Institut
des réviseurs d’entreprises for the duration of and in accordance with the terms of a service
agreement to be entered



 Page 18









 




from time to time in order to audit the Company’s annual accounts in accordance with
applicable Luxembourg law, no Supervisory Board shall be elected by the general meeting of the
Shareholders.




     The Supervisory Board, if any, 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, if any, of the
Supervisory Board, if a Supervisory Board is elected.



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



     Written notice of any meeting of the Supervisory Board, if any, shall be given to all members
of the Supervisory Board, if any, 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 any. If all the members of the Supervisory Board, if any, are present or
represented at a meeting of Supervisory Board, if any, 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, if any, 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, if any, 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, if any, 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, if any, 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.



     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 functionnal 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



 Page 19









 




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.



     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 or a Class III Common Share or a Class III Letter Share entitles 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
Exchange, on the American Stock Exchange, or if the Accenture Ltd Class A Common Shares



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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.



     A “United States business day” shall mean a day other than a Saturday, Sunday or United States
federal holiday and shall consist of the time period from 12:01 am through 12:00 midnight (Eastern
time).



     A “United States trading day” shall mean a day on which Accenture Ltd Class A Common Shares
are traded on the New York Stock Exchange or any other exchange on which they may be listed from
time to time.



     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),



     (ii) 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



     (iii) circumstances otherwise require,
then



     (1) the General Partner shall promptly inform the Supervisory Board, if any, and those members
of the Supervisory Board, if any, 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



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     (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 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. Notwithstanding the foregoing, in the event an
external auditor has been appointed instead of a Supervisory Board under Article 17 of these
Articles of Association, then the Limited Shareholders Committee referred to herein shall refer to
a committee of at least three Limited Shareholders appointed by the General Partner.



     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,



     (i) 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



     (iv) 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



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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.




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