Canon's Court 22 Victoria Street

Hamilton HM 12, Bermuda

ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN, AS AMENDED

ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT PROGRAM PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE PLAN

Prospectus for the employees of certain European Economic Area ("EEA") subsidiaries of Accenture Ltd

Pursuant to articles L.412-1 and L.621-8 of the Code Monétaire et Financier and its General Regulation, in particular articles 211-1 to 216-1 thereof, the Autorité des marchés financiers has attached visa number 06-476 dated December 14, 2006 onto this prospectus. This prospectus was established by the issuer and incurs the responsibility of its signatories. The visa, pursuant to the provisions of Article L.621-8-1-I of the Code Monétaire et Financier, was granted after the AMF has verified that the document is complete and comprehensible, and that the information it contains is consistent. The visa represents neither the approval of the worthiness of the operation nor the authentication of the financial and accounting information presented.

This prospectus will be made available to employees of the EEA subsidiaries of Accenture Ltd based in countries in which offerings under the plans listed above are considered public offerings at the respective head offices of their employers. In addition, this prospectus along with summary translations (as applicable) will be posted on Accenture Ltd's intranet, and free copies will be available to the employees upon request by contacting the human resources departments of their employers.

This prospectus incorporates by reference the consolidated balance sheet and related footnotes of Accenture Ltd as of August 31, 2004 and the report of the independent registered public accounting firm with respect to such consolidated balance sheet and related footnotes included in Accenture Ltd's Annual Report (Form 10-K) for the year ended August 31, 2004 filed with the United States Securities and Exchange Commission (the "SEC"), which are included in item 15 of Exhibit I of the prospectus of Accenture Ltd that received AMF visa n° 05-181 on March 25, 2005. This document is available on the website of the AMF at www.amf-france.org, and it may be obtained free of charge upon an employee's request.

NOTE TO THE PROSPECTUS

This prospectus, which contains material information concerning Accenture Ltd, was established pursuant to articles 211-1 to 216-1 of the AMF General Regulations. Pursuant to Article 25 of Commission Regulation (EC) No 809/2004 of 29 April 2004 (the "Prospectus Regulation"), this prospectus consists of the following parts in the following order:

(1) a table of contents,

(2) the summary provided for in Article 5(2) of Directive 2003/71/EC (Chapters A through C constitute the prospectus summary),

(3) the risk factors linked to the issuer and the type of security covered by the issue, and

(4) Annexes I and III of the Prospectus Regulation which, by application of Articles 3, 4, and 6 of the Prospectus Regulation, are required for this offering of equity securities.

This prospectus contains in Chapter D supplemental information concerning Accenture Ltd, the Accenture Ltd 2001 Employee Share Purchase Plan, as amended on September 4, 2001, and the Accenture Ltd 2001 Share Incentive Plan, effective as of June 5, 2001 (including the Accenture Ltd 2006 Voluntary Equity Investment Program), as well as the following documents (Exhibits):

− Accenture Ltd 2001 Employee Share Purchase Plan, as amended on September 4, 2001;

− Accenture Ltd 2001 Share Incentive Plan, effective as of June 5, 2001;

− Information Statement on Schedule 14C (filed by Accenture SCA) with the SEC on October 26, 2001;1

− Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed by Accenture Ltd with the SEC on October 18, 2006;

− Definitive Proxy Statement on Form DEF 14A, filed by Accenture Ltd with the SEC in December 21, 2005 (with respect to Accenture Ltd's Board committees and corporate governance);

− Memorandum of Continuance of Accenture Ltd, dated February 21, 2001; and

− Form of Bye-laws of Accenture Ltd, effective as of February 2, 2005.

1 This Information Statement on Schedule 14C, filed by Accenture Ltd's subsidiary, Accenture SCA, provides disclosure with

respect to Accenture Ltd's Board of Directors and certain of its committees. See Chapter B, Section V, "General Description of Accenture" below for further information on Accenture Ltd and its relationship with Accenture SCA.

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TABLE OF CONTENTS

Chapters A through C constitute the prospectus summary.

CHAPTER A: DESCRIPTION OF THE ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN, AS AMENDED, AND THE ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT PROGRAM PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE PLAN FOR THE EMPLOYEES OF CERTAIN EEA SUBSIDIARIES OF ACCENTURE LTD ...............................................................................................................8

I. THE ESPP............................................................................................................................8 II. THE SIP (INCLUDING THE VEIP).......................................................................................9

CHAPTER B: ORGANIZATION AND ACTIVITIES OF ACCENTURE LTD..................................................12 I. BOARD OF DIRECTORS AS OF OCTOBER 26, 2006.....................................................12 II. EXECUTIVE OFFICERS AS OF OCTOBER 26, 2006 ......................................................12 III. PARTICULAR PROVISIONS OF ACCENTURE LTD'S BYE-LAWS .................................13 IV. GENERAL INFORMATION ABOUT ACCENTURE LTD'S SHARE CAPITAL...................13 V. GENERAL DESCRIPTION OF ACCENTURE ...................................................................14 VI. RISK FACTORS.................................................................................................................15 VII. RESEARCH AND DEVELOPMENT; INTELLECTUAL PROPERTY .................................17 VIII. RECENT DEVELOPMENTS..............................................................................................18 IX. DOCUMENTS ON DISPLAY..............................................................................................18

CHAPTER C: FINANCIAL INFORMATION CONCERNING ACCENTURE LTD FOR THE THREE FISCAL YEARS ENDED AUGUST 31, 2006, AUGUST 31, 2005 AND AUGUST 31, 2004 ...................................................................................................................................19

CHAPTER D: SUPPLEMENTAL INFORMATION CONCERNING ACCENTURE LTD, THE ESPP, THE SIP (INCLUDING THE VEIP).....................................................................................22

SECTION A – THE ESPP .............................................................................................................................22 I. THE OUTLINE....................................................................................................................22 II. ELIGIBILITY .......................................................................................................................23 III. DELIVERY AND TRANSFERABILITY OF THE SHARES .................................................24

SECTION B – THE SHARE INCENTIVE PLAN............................................................................................25 I. THE OUTLINE....................................................................................................................25 II. ELIGIBILITY UNDER THE VEIP ........................................................................................27 III. DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE VEIP ..................28

SECTION C – PROVISIONS COMMON TO THE ESPP AND THE SIP (INCLUDING THE VEIP) AND PROVISIONS RELATING TO ACCENTURE ............................................................28

I. RIGHTS RELATED TO THE ACCENTURE SHARES.......................................................28 II. STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF AUGUST 31,

2006 ...................................................................................................................................32 III. ORGANIZATIONAL STRUCTURE ....................................................................................33

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IV. MAXIMUM DILUTION AND NET PROCEEDS UNDER THE ESPP AND THE SIP (INCLUDING THE VEIP)....................................................................................................33

V. EMPLOYEES .....................................................................................................................35 VI. TAX CONSEQUENCES.....................................................................................................35

EXHIBITS

EXHIBIT I ACCENTURE LIMITED 2001 EMPLOYEE SHARE PURCHASE PLAN, AS AMENDED ON SEPTEMBER 4, 2001

EXHIBIT II ACCENTURE LIMITED 2001 SHARE INCENTIVE PLAN, AS OF JUNE 5, 2001

EXHIBIT III INFORMATION STATEMENT FILED (BY ACCENTURE SCA) WITH THE SEC ON OCTOBER 26, 2006

EXHIBIT IV ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2006, FILED BY ACCENTURE LTD WITH THE SEC ON OCTOBER 18, 2006

EXHIBIT V DEFINITIVE PROXY STATEMENT, FILED BY ACCENTURE LTD WITH THE SEC ON DECEMBER 21, 2005 (WITH RESPECT TO ACCENTURE LTD'S BOARD COMMITTEES AND CORPORATE GOVERNANCE)

EXHIBIT VI MEMORANDUM OF CONTINUANCE OF ACCENTURE LTD, DATED FEBRUARY 21, 2001

EXHIBIT VII FORM OF BYE-LAWS OF ACCENTURE LTD, EFFECTIVE AS OF FEBRUARY 2, 2005

ANNEXES

ANNEX I MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE REGISTRATION DOCUMENT (SCHEDULE)

ANNEX III MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE SECURITIES NOTE (SCHEDULE)

This prospectus is for use solely in connection with offerings under the employee share plans of Accenture Ltd to certain employees of Accenture Ltd or its subsidiaries in certain jurisdictions within the EEA.1 This prospectus is not to be distributed in any other jurisdiction and is not to be used in connection with any offer of, or any invitation or solicitation by or on behalf of Accenture Ltd or any of its affiliates to subscribe for or purchase, securities in any other jurisdiction. With respect to offerings under the employee share plans of Accenture Ltd to eligible employees in the U.S., Accenture Ltd has filed with the SEC a registration statement on Form S-8, pursuant to which it will make available a separate prospectus to its U.S. employees. This prospectus has not been submitted to the review or registration procedures of the SEC under the Securities Act or otherwise, any state securities regulator in the U.S., the Australian Securities and Investments Commission, the Australian Stock Exchange Limited, any other Australian governmental agency, any regulatory authority in any Canadian territory or province, any Japanese regulatory authority or any other regulatory authority outside of Europe. The offering of Accenture

1 (These offerings constitute "offshore transactions" (as such term is defined in Rule 902 under the U.S. Securities Act of 1933,

as amended (the "Securities Act")) and such employees are not U.S. persons (as such term is defined in Rule 902 under the Securities Act) and are not acquiring the securities for the account or benefit of any U.S. person.)

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Ltd Class A common shares under Accenture Ltd's employee share plans has not been approved or recommended by any governmental securities regulator. The distribution of this prospectus and the offer of Accenture Ltd Class A common shares under Accenture Ltd's employee share plans may be restricted by law in certain jurisdictions. Accenture Ltd requires persons into whose possession this prospectus comes to inform themselves about and to observe any such restrictions. This prospectus does not constitute an offer to sell, or an invitation to purchase, the Accenture Ltd Class A common shares in connection with Accenture Ltd's employee share plans in any jurisdiction in which such offer or invitation would be unlawful.

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COMPANY REPRESENTATIVE FOR PROSPECTUS

1 I, Pamela J. Craig, Chief Financial Officer of Accenture Ltd, acting for and on behalf of Accenture Ltd, attest that:

2 to my knowledge, after having taken all reasonable measures for this purpose, the information contained in this prospectus is in accordance with the facts, and this prospectus makes no omission likely to affect its import; and

3 Accenture Ltd has obtained a letter from its independent registered public accounting firm, in which such firm acknowledges:

(i) the inclusion in this prospectus of its report dated October 18, 2006;

(ii) the incorporation by reference in this prospectus of its report dated October 13, 2004; and

(iii) that it has, in accordance with the professional standards and interpretations applicable to it, read the information pertaining to the financial position and financial statements contained in this prospectus and read the entire prospectus.

/S/ Pamela J. Craig

Pamela J. Craig Chief Financial Officer of Accenture Ltd

Chicago, Illinois, U.S.A., 12 December 2006

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NOTE TO THE PROSPECTUS SUMMARY

The issuer warns the reader that:

− this summary should be read as an introduction to the prospectus;

− any decision to invest in the securities described herein should be based on consideration of the prospectus as a whole by the investor;

− where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and

− civil liability attaches to those persons who have presented the summary, including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.

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CHAPTER A: DESCRIPTION OF THE ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN,

AS AMENDED, AND THE ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT PROGRAM

PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE PLAN FOR THE EMPLOYEES OF CERTAIN EEA SUBSIDIARIES OF ACCENTURE LTD

Accenture Ltd ("Accenture" or the "Company"), an exempted company organized under the Companies Act 1981 of Bermuda, with its registered offices at Canon's Court, 22 Victoria Street, Hamilton HM 12, Bermuda, is offering selected employees of Accenture and its participating subsidiaries (the "Participating Subsidiaries") the right to purchase its Class A common shares (the "Accenture Shares") under the Accenture Ltd 2001 Employee Share Purchase Plan (the "ESPP") and/or the right to purchase or receive Accenture Shares pursuant to share options, restricted share units or other share-based awards under the Accenture Ltd 2001 Share Incentive Plan (the "SIP"). Accenture's Board of Directors approved the adoption of the ESPP and the SIP on June 5, 2001, as set out in the Board's unanimous written resolutions on such date. Accenture's shareholder voted to adopt the ESPP and the SIP at a special general meeting on June 6, 2001. Accenture Shares are listed on the New York Stock Exchange ("NYSE").

Please note that the descriptions in this Chapter A and Chapter D, below, of the ESPP and the SIP (including the VEIP, as defined and further described below) are executive summaries of the pertinent plan provisions and reading these summaries should not be taken as a substitute for reading the respective plan documents in their entirety.

I. THE ESPP

The ESPP is administered by a committee (the "ESPP Committee") appointed by the Company's Board of Directors (the "Board"). Generally, only eligible employees, as further described below, may decide to enroll in the ESPP (the "Participating Employees"). Once enrolled, Participating Employees may purchase Accenture Shares at a discount during successive purchase periods. The ESPP is offered each calendar year and currently operates with two six-month purchase periods per calendar year (the "Purchase Periods"). The Purchase Periods currently commence on May 2 and November 2 (each such commencement date of a Purchase Period, a "Commencement Date") and expire on November 1 and May 1. Generally, the ESPP Committee or Board may modify any terms of the ESPP, including the number and duration of the Purchase Periods and the dates of the Commencement Dates (e.g., the current Purchase Periods and related terms could be modified to correspond to the calendar year). Accenture Shares are purchased on the last regular business day of each Purchase Period (the "Date of Exercise"). Once enrolled in the ESPP, Participating Employees' participation in subsequent Purchase Periods takes place automatically until such employee voluntarily or involuntarily withdraws from the ESPP or the ESPP is terminated. Currently, a Participating Employee may withdraw from the ESPP at any time during a Purchase Period up to two weeks before each Date of Exercise.

During each Purchase Period, Participating Employees generally contribute to the ESPP by payroll deductions of up to 10% (in whole percentages) of their salary (i.e., the employer automatically deducts this amount from the employee's salary to the extent permitted by applicable law), subject to a contribution limit established by the ESPP Committee in any single Purchase Period (currently, USD 7,500). The accumulated payroll deductions are used to purchase Accenture Shares on the Date of Exercise. As established by the ESPP Committee, the purchase price per Accenture Share has currently been set at 85% of the Fair Market Value of an Accenture Share on the Date of Exercise (the "Purchase Price"). "Fair Market Value" means the arithmetic mean of the highest and lowest trading prices of Accenture Shares as quoted on NYSE on the applicable purchase date.

As determined by the ESPP Committee, the ESPP is generally offered to eligible employees of Accenture and its subsidiaries, some of which are located in the EEA (the "Designated EEA Subsidiaries"). Employees who are in the employ of any Participating Subsidiary (including the Designated EEA Subsidiaries) are eligible to participate in the ESPP, provided that the ESPP Committee may exclude from participation employees: (i) whose customary employment is twenty hours or less per week (within the meaning of Section 423(b)(4)(B) of the U.S. Internal Revenue Code of 1986, as amended (the "Code")); (ii) whose customary term of employment is not longer than five months in any calendar year (within the

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meaning of Section 423(b)(4)(C) of the Code); (iii) employees who, if granted a purchase right pursuant to the ESPP, would immediately thereafter own (as determined pursuant to Section 424(d) of the Code) Accenture Shares representing 5% or more of the total combined voting power or value of all classes of shares of Accenture, its parent or subsidiary (as defined in Section 424(f) of the Code) corporation (within the meaning of Section 423(b)(3) of the Code); and (iv) employees who are highly compensated (within the meaning of Section 414(q) of the Code). Currently, senior executives of Accenture and its affiliates are excluded from participating in the ESPP.

Subject to any additional contribution limit established by the ESPP Committee, participation is limited to USD 25,000 of the Fair Market Value of Accenture Shares, as determined in accordance with the terms of the ESPP, per calendar year in which rights under the ESPP are outstanding.

As established by the ESPP Committee, eligible employees who wish to participate in the ESPP must complete an enrollment agreement (the "Form") during the designated enrollment period (the "ESPP Enrollment Period"). Currently, the ESPP Enrollment Period takes place during the period beginning six weeks prior to the Commencement Date and ending two weeks prior to the Commencement Date (e.g., currently from March 15 through April 15 for the first Purchase Period and from September 15 through October 15 for the second Purchase Period). Unless applicable law requires a paper form, the Form is submitted to Accenture electronically through Accenture's "myHoldings.Accenture.com" intranet site, or to such other location designated by Accenture for this purpose, prior to the commencement of the relevant Purchase Period. The Participating Employee specifies in the Form the percentage from each pay period that he/she authorizes to be deducted from his/her compensation for the ESPP (to the extent permitted by applicable law). During a Purchase Period, a Participating Employee may change such percentage by directing Accenture at the time and in the manner specified by the ESPP Committee. However, any such change will not be effective until the subsequent Purchase Period.

No Participating Employee has any voting, dividend, or other shareholder rights in respect of any Accenture Shares subject to any offering under the ESPP until the Accenture Shares have been purchased and delivered to the Participating Employee. Following delivery of the Accenture Shares, the Participating Employees are shareholders of Accenture and possess all of the rights and privileges of a shareholder of Accenture with respect to the Accenture Shares purchased under the ESPP. Rights under the ESPP are not transferable by Participating Employees other than as provided by will or the governing laws of descent and distribution.

II. THE SIP (INCLUDING THE VEIP)

The SIP is primarily administered by a committee appointed by the Board (the "SIP Committee"). Pursuant to the terms of the SIP and as approved by the SIP Committee, Accenture may offer Accenture Shares, restricted Accenture Shares, share options (the "Options"), Restricted Share Units ("RSUs"), Share Appreciation Rights ("SARs") and Other Share-Based Awards (as defined in the SIP) (collectively, the "Awards"). Awards may be offered to, inter alia, employees, directors, consultants or any persons who perform services for Accenture (collectively, the "Awardees"). Accenture also offers a combination of Awards under the specific terms of the Voluntary Equity Investment Program (the "VEIP"), which is a program operated under the terms and conditions of the SIP and administered by the SIP Committee. Currently, Accenture offers Accenture Shares, Options and RSUs under the VEIP.

[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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The following table provides further information concerning the Options, RSUs, SARs and Other Share-Based Awards that may be offered under the SIP:

Certain Awards offered under

the SIP

Description of Award

Options Options represent the right to purchase Accenture Shares at a date or dates in the future at a certain exercise price. Once the Options vest (i.e., when the restrictions on exercise of the Options have lapsed), the Awardee may exercise the Options to purchase Accenture Shares. At the time of exercise, the Awardee must pay the exercise price in a manner approved by the SIP Committee. Unvested Options are generally forfeited upon termination of employment. Vested Options are generally exercisable for only a limited time after termination of employment.

RSUs RSUs represent an unsecured promise to deliver Accenture Shares to Awardees at a later time. The SIP Committee determines the terms of a particular RSU agreement, including, without limitation, the vesting schedule (i.e., the imposition of a restriction that lapses over a period of time) of the RSUs, along with the related number of shares and their terms of delivery. Generally if an Awardee remains continuously employed by Accenture or an affiliate of Accenture until the relevant vesting date, the RSUs vest and Accenture Shares are automatically delivered to the Awardee pursuant to a delivery schedule. The Awardee does not generally pay any cash consideration to receive the RSUs or the Accenture Shares. If the Awardee's employment terminates before the RSUs are fully vested, any unvested portion of the RSU is generally forfeited and canceled. Treatment of any vested portion of the RSU depends upon the specific terms of the relevant RSU agreement and/or the reason for the termination.

SARs SARs represent a right to receive a bonus equal to the appreciation in the Accenture's stock over a specified period. The SIP Committee may generally grant SARs (i) independent of an Option, or (ii) in conjunction with an Option, or portion thereof. Payment shall be made in Accenture Shares or in cash, or partly in Accenture Shares and partly in cash (any such Accenture Shares valued at such Fair Market Value).

Other Share-Based Awards

The SIP Committee, in its sole discretion, may grant Awards of Accenture Shares, restricted Accenture Shares, RSUs and other Awards that are valued in whole or in part by reference to the Fair Market Value of Accenture Shares. The SIP Committee shall determine: (i) to whom the Other Share-Based Awards may be granted; (ii) the number of Accenture Shares to be awarded; (iii) whether the Other Share-Based Awards shall be settled in cash, Accenture Shares or a combination of the two; and (iv) all other terms and conditions of the Other Share-Based Awards.

The VEIP is a program that permits senior executives of levels one through four of Accenture and its affiliates (such Awardees, the "VEIP Participants") to use a portion of their cash compensation to purchase Accenture Shares during the calendar year (the "VEIP Year"). Generally, VEIP Participants are given the opportunity during an enrollment period before each VEIP Year to enroll in the VEIP, pursuant to which they authorize after-tax payroll deductions (as permitted by applicable law) each month (the "Monthly Contribution") to acquire Accenture Shares at their Fair Market Value on the fifth day of the following month. As established by the SIP Committee, those VEIP Participants who have not withdrawn from the VEIP by the end of the VEIP Year (the "Last Monthly Exercise Date") (currently, December 31), are awarded (currently, on January 5 of the following year) RSUs matching 50% of the number of Accenture Shares that are both (i) acquired pursuant to the VEIP during a given VEIP Year, and (ii) not sold or transferred before the end of such VEIP Year (the "Matching RSUs"). Currently, the Matching RSUs are subject to a 24-month vesting period. In a limited number of jurisdictions where it is deemed to be beneficial, the Matching RSUs may take the form of nominally-priced Options (the "Matching Options").

If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture before the Last Monthly Exercise Date, any Monthly Contribution that has not been used to acquire Accenture Shares is

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returned to the VEIP Participant and his/her participation in the VEIP is withdrawn immediately. Otherwise, if a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture after the Last Monthly Exercise Date, the consequences for his/her Matching RSUs or Matching Options depend on the reason for and timing of termination of employment.

Unless otherwise determined by the SIP Committee, Awards are not transferable by an Awardee other than as provided by will or the governing laws of descent and distribution.

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CHAPTER B: ORGANIZATION AND ACTIVITIES

OF ACCENTURE LTD

I. BOARD OF DIRECTORS AS OF OCTOBER 26, 2006

Name Age Position

William D. Green 53 Chairman of the Board of Directors

Sir Mark Moody-Stuart 66 Director

Blythe J. McGarvie 49 Director

Dina Dublon 53 Director

Robert I. Lipp 68 Director

Wulf von Schimmelmann 59 Director

William L. Kimsey 64 Director

Dennis F. Hightower 64 Director

Marjorie Magner 57 Director

Nobuyuki Idei 68 Director

II. EXECUTIVE OFFICERS AS OF OCTOBER 26, 2006

Name Age Position

Kevin Campbell 46 Group Chief Executive — Outsourcing

Gianfranco Casati 47 Group Chief Executive — Products

Martin I. Cole 50 Group Chief Executive — Communications & High Tech

Anthony G. Coughlan 49 Principal Accounting Officer and Controller

Pamela J. Craig1 49 Senior Vice President – Finance

Karl-Heinz Flöther 54 Group Chief Executive — Systems Integration, Technology & Delivery

Mark Foster 47 Group Chief Executive — Business Consulting & Integrated Markets

Robert N. Frerichs 54 Chief Quality & Risk Officer

William D. Green 53 Chief Executive Officer and Chairman of the Board of Directors

Adrian Lajtha 49 Group Chief Executive — Financial Services

1 Mrs. Craig became Accenture's CFO on October 31, 2006, before which date she served as the Company's Senior Vice

President – Finance.

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Name Age Position

Lisa M. Mascolo 46 Group Chief Executive — Government

Michael G. McGrath2 60 Chief Financial Officer

Stephen J. Rohleder 49 Chief Operating Officer

Douglas G. Scrivner 55 General Counsel and Secretary

Alexander M. van't Noordende 43 Group Chief Executive — Resources

For at least the previous five years, none of the above-named directors or executive officers of Accenture has:

(a) been convicted in relation to fraudulent offenses;

(b) been associated with any bankruptcies, receiverships or liquidations when acting in their capacity of directors or executive officers of Accenture;3 or

(c) been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.

There are no family relationships between any of the executive officers and directors listed above.

III.

IV.

PARTICULAR PROVISIONS OF ACCENTURE LTD'S BYE-LAWS

The annual general meeting of Accenture's shareholders is held at the date, time and place as determined by Accenture's Board of Directors and according to the requirements of the Companies Acts of Bermuda and must be called by at least 30 clear days' notice. All persons who are registered holders of Accenture Shares or Class X common shares at the close of business on the record date (as selected by the Board of Directors) are entitled to vote at the annual general meeting. At the annual general meeting, the shareholders elect directors to fill open positions on the Board and address such other matters as may properly come before the meeting.

A special general meeting of the Company must be called by at least 10 clear days' notice.

GENERAL INFORMATION ABOUT ACCENTURE LTD'S SHARE CAPITAL

Accenture has an authorized share capital comprising 20,000,000,000 Class A common shares, par value USD 0.0000225 per share; 1,000,000,000 Class X common shares, par value USD 0.0000225 per share; and 2,000,000,000 preferred shares, par value USD 0.0000225 per share. As of October 12, 2006, 584,360,126 Class A common shares, were issued and outstanding (which number does not include 35,306,040 issued Class A common shares, held by the Company's subsidiaries); and 237,733,470 Class X common shares were issued and outstanding. No preferred shares were issued or outstanding.

Holders of Accenture Shares and Class X common shares are entitled to one vote per share at Accenture general meetings and do not have cumulative voting rights. A holder of a Class X common share is not, however, entitled to receive dividends or to receive payments out of surplus upon a liquidation of Accenture. Subject to certain limitations, Accenture may redeem, at its option, any Class X common share

2 Mr. McGrath ceased being Accenture's CFO on October 31, 2006, when Mrs. Craig assumed this position. Mr. McGrath

assumed the role of International Chairman of Accenture on October 31, 2006. 3 However, Dennis F. Hightower serves as a Director on the Board of Directors of Northwest Airlines, Inc., which filed for

bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code on September 14, 2005.

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for a redemption price equal to the par value of the Class X common share, or USD 0.0000225 per share. Class X common shares are not transferable without the consent of Accenture. For the avoidance of doubt, no Class X common shares have been issued or are issuable under both the ESPP and the SIP. The rights and preferences of Accenture's authorized preferred shares are currently undesignated.

To Accenture's knowledge, based upon the Schedule 13G's that had been filed with the SEC before November 12, 2006, the following parties beneficially held, as of the relevant dates indicated below, 5% or more of the total outstanding number of Accenture Shares:

Name of Beneficial Owner Number of Beneficially Owned Accenture Shares

Percentage of total Accenture Shares

outstanding

Wellington Management Company LLP

75 State Street

Boston, Massachusetts 02109 U.S.A.

35,722,048(1) 6.28%(1)

29,809,161(2)

5.20%(2) Barclays Global Investors, NA et al.

45 Fremont Street

San Francisco, California 94105 U.S.A. 15,000(3) 0.00%(3)

Approximate Totals for Barclays Global Investors, NA et al.

29,824,161(4) 5.20%(4)

(1) Based on information set forth in amendment number 3 to Schedule 13G, filed with the SEC on February 14, 2006 by Wellington Management Co. LLP.

(2) Based on information set forth in a Schedule 13G filed with the SEC on January 26, 2006 by Barclays Global Investors, NA and certain related entities.

(3) Based on information set forth in an amended Schedule 13G filed with the SEC on February 9, 2006 by Barclays Bank Plc and certain related entities.

(4) The approximate total number of Barclays Global Investors, NA et al.'s beneficially owned Accenture Shares and approximate percentage of total Accenture Shares outstanding have been estimated based on information set forth in: (i) a Schedule 13G filed with the SEC on January 26, 2006 by Barclays Global Investors, NA and certain related entities, and (ii) an amended Schedule 13G filed with the SEC on February 9, 2006 by Barclays Bank Plc and certain related entities.

Additionally, as of November 12, 2006, two Dutch foundations, Stichting Naritaweg I and Stichting Naritaweg II, held approximately 15,370,217 and 18,395,606 Accenture Class X common shares respectively, representing 6.76% and 8.08%, of the total number of outstanding Class X shares.

Each of the above-named stockholders is entitled to one vote for each Accenture Class X common share or Accenture Share held by such shareholder.

V. GENERAL DESCRIPTION OF ACCENTURE

Accenture is one of the world's leading management consulting, technology services and outsourcing organizations, with approximately 140,000 employees; offices and operations in more than 150 cities in 49 countries; and revenues before reimbursements of USD 16.65 billion for fiscal 2006.

The principal objects of Accenture are to carry on business as a holding company, to coordinate the administration, policies, management and control of its subsidiaries and affiliates and to provide financing, management and advisory services to its subsidiaries and affiliates. The objects of Accenture are set out in paragraph 6 of its memorandum of continuance (see Exhibit VI hereto).

Accenture is an exempted company organized under the Companies Act 1981 of Bermuda with no material assets other than Class II and Class III common shares in its subsidiary, Accenture SCA, a Luxembourg

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partnership limited by shares ("Accenture SCA"). Accenture's only business is to hold these shares and to act as the sole general partner of Accenture SCA. As the general partner of Accenture SCA and as a result of Accenture's majority voting interest in Accenture SCA, Accenture controls Accenture SCA's management and operations and consolidates Accenture SCA's results in its financial statements. Accenture operates its business through subsidiaries of Accenture SCA. Accenture SCA generally reimburses Accenture for its expenses but does not pay Accenture any fees.

Accenture's "high performance business" strategy builds on its expertise in consulting, technology and outsourcing to help clients perform at the highest levels so they can create sustainable value for their customers, stakeholders and shareholders. Accenture uses its industry and business-process knowledge, service offering expertise and insight into and deep understanding of emerging technologies to identify new business and technology trends and formulate and implement solutions for clients under demanding time constraints. Accenture helps clients identify and enter new markets, increase revenues in existing markets, improve operational performance and deliver their products and services more effectively and efficiently.

Accenture operates globally with one common brand and business model designed to enable it to provide clients around the world with the same high level of service. Drawing on a combination of industry expertise, functional capabilities, alliances, global resources and technology, Accenture delivers competitively priced, high-value services that help its clients measurably improve business performance. Accenture's global delivery model enables it to provide a complete end-to-end delivery capability by drawing on Accenture's global resources to deliver high-quality, cost-effective solutions to clients under demanding timeframes.

In connection with the Company's transition to a corporate structure in fiscal year 2001, Accenture's partners generally exchanged all of their interests in Accenture's prior series of partnerships and corporations under control of the partners for Accenture Shares or, in the case of partners in certain countries, Accenture SCA Class I common shares or exchangeable shares issued by Accenture Canada Holdings Inc., an indirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares also received a corresponding number of Accenture's Class X common shares, which entitle their holders to vote at Accenture's shareholder meetings but do not carry any economic rights.

Accenture maintains its registered office at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda.

Accenture's accounts and those of its affiliates are audited by KPMG LLP and its affiliates on a global basis. For historical information on Accenture's employees, see Chapter D, Section C, paragraph V.

VI. RISK FACTORS

The following description of risk factors is presented for the convenience of the reader and is a summary of those risk factors described more completely in Accenture's annual report filed with the SEC on Form 10-K for the period ended August 31, 2006, attached hereto as Exhibit IV.

Risks that relate to Accenture's business:

• Accenture's results of operations could be negatively affected if Accenture cannot expand and develop its services and solutions in response to changes in technology and client demand.

• The consulting, systems integration and technology, and outsourcing markets are highly competitive, and Accenture might not be able to compete effectively.

• Accenture's results of operations could be affected by economic and political conditions and the effects of these conditions on Accenture's clients' businesses and levels of business activity.

• Accenture's work with government clients exposes Accenture to additional risks inherent in the government contracting process.

• Accenture's business could be adversely affected if Accenture's clients are not satisfied with Accenture's services.

• Accenture's business could be negatively affected if Accenture incurs legal liability in connection with providing its solutions and services.

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• Accenture's results of operations could be adversely affected if Accenture's clients terminate their contracts with Accenture on short notice.

• Outsourcing services are a significant part of Accenture's business and subject Accenture to operational and financial risk.

• Accenture could be subject to liabilities if its subcontractors or the third parties with whom it partners cannot deliver their project contributions on time or at all.

• Accenture's results of operations may be affected by the rate of growth in the use of technology in business and the type and level of technology spending by its clients.

• Accenture's profitability could suffer if Accenture is not able to maintain favorable pricing rates.

• Accenture's profitability could suffer if Accenture is not able to maintain favorable utilization rates.

• If Accenture's pricing structures do not accurately anticipate the cost and complexity of performing its work, then Accenture's contracts could be unprofitable.

• Many of Accenture's contracts utilize performance pricing that links some of its fees to the attainment of various performance or business targets. This could increase the variability of Accenture's revenues and margins.

• Accenture's alliance relationships may not be successful.

• Accenture's global operations are subject to complex risks, some of which might be beyond its control.

• Accenture's profitability could suffer if it is not able to control its costs.

• If Accenture is unable to attract, retain and motivate employees or efficiently utilize their skills, Accenture might not be able to compete effectively and will not be able to grow its business.

• If Accenture is unable to collect its receivables or amounts extended to its clients as financing, Accenture's results of operations could be adversely affected.

• Tax legislation and negative publicity related to Bermuda companies could lead to an increase in Accenture's tax burden or affect its relationships with its clients.

• Accenture's services or solutions could infringe upon the intellectual property rights of others or Accenture might lose its ability to utilize the intellectual property of others.

• Accenture has only a limited ability to protect its intellectual property rights, which are important to its success.

• If Accenture is unable to manage the organizational challenges associated with its size and expansion, Accenture might be unable to achieve its business objectives.

• Accenture might acquire other businesses or technologies, and there is a risk that Accenture might not successfully integrate them with its business or might otherwise fail to achieve its strategic objectives.

Risks that relate to ownership of Accenture Shares:

• The share price of Accenture Shares could be adversely affected from time to time by sales, or the anticipation of future sales, of Accenture Shares held by Accenture's employees and former employees.

• Accenture's share price has fluctuated in the past and could continue to fluctuate, including in response to variability in revenues, operating results and profitability, and as a result Accenture's share price could be difficult to predict.

• Accenture's share price could be adversely affected if Accenture is unable to maintain effective internal controls.

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• Accenture is registered in Bermuda and a significant portion of Accenture's assets are located outside the United States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the Federal or state securities laws of the United States.

• Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders.

• Accenture might be unable to access additional capital on favorable terms or at all. If Accenture raises equity capital, it may dilute Accenture's shareholders' ownership interest in Accenture.

Additional risk factors:

In addition to the above, Accenture draws the public's attention to the following:

• The Accenture Shares are not listed on a regulated market of the EEA. The Accenture Shares are listed only on the NYSE.

• The present offer pursuant to this prospectus is addressed solely to the employees of certain EEA subsidiaries of Accenture.

• From Accenture's incorporation in 2001 through the end of fiscal 2005, Accenture did not declare or pay any cash dividends or any class of equity. On November 15, 2005, Accenture paid a cash dividend of USD 0.30 per share on its Class A common shares. On September 25, 2006, Accenture declared a cash dividend of USD 0.35 per share on its Class A common shares. Future dividends on the Accenture Shares, if any, will be at the discretion of the Board and will depend on, among other things, Accenture's results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the Board may deem relevant, as well as Accenture's ability to pay dividends in compliance with the Bermuda Companies Act.

VII. RESEARCH AND DEVELOPMENT; INTELLECTUAL PROPERTY

Accenture uses new and emerging technologies to develop business solutions that Accenture believes will be the drivers of its clients' growth and enable them to be first to market with unique capabilities. Key areas of focus include information insight and sensor technologies.

Accenture is committed to developing leading-edge ideas, as Accenture believes that both research and innovation have been major factors in its success and will help it continue to grow in the future. Accenture use its investment in research and development—on which Accenture spent USD 298 million, USD 243 million and USD 272 million in fiscal years 2006, 2005 and 2004, respectively—to help create, commercialize and disseminate innovative business strategies and technology. Accenture's research and innovation program is designed to generate early insights into how knowledge can be harnessed to create innovative business solutions for its clients and to develop business strategies with significant value. A key component of this is Accenture's research and development organization, Accenture Technology Labs, which identifies and develops new technologies that Accenture believes will be the drivers of its clients' growth and enable them to be first to market with unique capabilities. Accenture also promotes the creation of knowledge capital and thought leadership through the Accenture Institute for High Performance Business. In addition, Accenture spends a significant portion of its research and development resources directly through its operating groups and its consulting, technology and outsourcing capabilities to develop market-ready solutions for its clients.

Accenture's success has resulted in part from Accenture's proprietary methodologies, software, reusable knowledge capital, assets and other intellectual property rights. Accenture relies upon a combination of nondisclosure and other contractual arrangements as well as upon trade secret, copyright, patent and trademark laws to protect Accenture's intellectual property rights and the rights of third parties from whom Accenture licenses intellectual property. Accenture has promulgated policies related to confidentiality and ownership and to the use and protection of Accenture's intellectual property and that owned by third parties, and Accenture also enters into agreements with Accenture's employees as appropriate.

Accenture recognizes the increasing value of intellectual property in the marketplace and vigorously creates, harvests and protects Accenture's intellectual property. At August 31, 2006, Accenture had 1,368 patent applications pending in the United States and other jurisdictions and had been issued 230 U.S. patents and 125 non-U.S. patents in, among others, the following areas: goal-based educational simulation; virtual call centers; hybrid telecommunications networks; development architecture frameworks;

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emotion-based voice processing; mobile communications networks; location-based information filtering; and computerized multimedia asset systems. Accenture intends to continue to vigorously identify, create, harvest and protect Accenture's intellectual property and to leverage Accenture's protected, differentiated assets and methodologies to provide superior value to Accenture's clients.

VIII.

IX.

RECENT DEVELOPMENTS

Accenture announced on September 28, 2006, that it had fourth quarter revenue of USD 3.97 billion for the period ended August 31, 2006, a 1% increase over the same quarter of the prior year. Operating income for the quarter was USD 501 million, a 14% increase when compared with USD 440 million (on an options-adjusted basis) in the prior year period. Net income and diluted earnings per share for the fourth quarter of 2006 were USD 346 million and USD 0.56, respectively. Net income and diluted earnings per share for the fourth quarter of 2005 were USD 196 million and USD 0.33, respectively (both on an options-adjusted basis).

For the fiscal year ended August 31, 2006, Accenture had revenue of USD 16.65 billion, a 7% increase over the fiscal year ended August 31, 2005. Operating income for the 2006 fiscal year was USD 1.84 billion, as compared to USD 1.89 billion in fiscal year 2005 (on an options-adjusted basis). Net income and diluted earnings per share for the fiscal year ended August 31, 2006 were USD 973 million and USD 1.59, respectively. Net income and diluted earnings per share for the fiscal year ended August 31, 2005 were USD 842 million and USD 1.40, respectively (both on an options-adjusted basis).

Additionally, on November 15, 2006, Accenture Finance (Gibraltar) Ltd ("AFGL"), an indirect subsidiary of Accenture, purchased 1,979,450 Accenture Shares at a price of USD 24.75 per share, or approximately USD 48,991,387.50 in aggregate. The Accenture Shares were sold to AFGL by certain former Accenture partners residing outside the United States of America. Accenture waived the transfer restrictions contained in its Bye-laws applicable to these shares to permit these transactions.

DOCUMENTS ON DISPLAY

Accenture's Internet address is www.accenture.com. There Accenture makes available, free of charge, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after it electronically files such material with or furnishes it to the SEC. Accenture's SEC reports can be accessed through the investor relations section of its Web site (http://investor.accenture.com).

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CHAPTER C: FINANCIAL INFORMATION CONCERNING ACCENTURE LTD FOR THE THREE FISCAL YEARS ENDED AUGUST 31, 2006,

AUGUST 31, 2005 AND AUGUST 31, 2004

The consolidated financial statements of Accenture set out in this prospectus have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (U.S. GAAP), as authorized by Article 35(3) of the Prospectus Regulation.

The following selected financial data of Accenture has been derived from the historical consolidated financial statements and should be read in conjunction with the consolidated financial statements and the notes included therein.

For the consolidated balance sheets of Accenture and subsidiaries as of August 31, 2006 and 2005, and the related consolidated statements of income, cash flows and stockholders' equity for each of the three years in the period ended August 31, 2006, the reader's attention is called to the Annual Report on Form 10-K of Accenture for the fiscal year ended August 31, 2006, filed with the SEC on October 18, 2006, which is attached as Exhibit IV to this prospectus.

This prospectus incorporates by reference the consolidated balance sheet and related footnotes of Accenture as of August 31, 2004, and the report of the independent registered public accounting firm with respect to such consolidated balance sheet and related footnotes included in Accenture's Annual Report (Form 10-K) for the year ended August 31, 2004, filed with the SEC, which are included in item 15 of Exhibit I of the prospectus of Accenture that received AMF visa n° 05-181 on March 25, 2005. This document is available on the website of the AMF at www.amf-france.org, and it may be obtained free of charge upon an employee's request.

[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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SELECTED FINANCIAL DATA Year Ended August 31, 2006(1)(2)(3) 2005(3) 2004(3)

(in USD millions, except share and per share amounts)

Income Statement Data: Revenues:

Revenues before reimbursements $ 16,646 $ 15,547 $ 13,673 Reimbursements 1,582 1,547 1,440

Revenues 18,228 17,094 15,113 Operating expenses:

Cost of services: Cost of services before reimbursable

expenses 11,652

10,455

9,057 Reimbursable expenses 1,582 1,547 1,440 Cost of services 13,234 12,002 10,497

Sales and marketing 1,708 1,558 1,488 General and administrative costs 1,493 1,512 1,340 Reorganization and restructuring

(benefits) costs (48)

(89)

29 Total operating expenses 16,387 14,983 13,355

Operating income 1,841 2,111 1,759 Gain (loss) on investments, net 2 21 3 Interest income 130 108 60 Interest expense (21) (24) (22) Other (expense) income (28) (11) Equity in losses of affiliates (2) Income before income taxes 1,924 2,206 1,799 Provision for income taxes 491 697 576 Income before minority interest 1,433 1,509 1,223 Minority interest (460) (568) (532)

Net income $ 973 $ 940 $ 691

__________________________ (1) Includes the financial impact of the resolution of the NHS matter recorded during fiscal 2006. See "Management's Discussion and Analysis of Financial Condition and Results of Operations – The NHS Contracts" included on page 47 of Accenture's Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed with the SEC on October 18, 2006 and attached as Exhibit IV to this prospectus. (2) Includes the impact of the Statement of Financial Accounting Standards No. 123R, "Share-Based Payment". For additional information, refer to Footnote 11 (Share-Based Compensation) to Accenture's Consolidated Financial Statements under "Financial Statements and Supplementary Data", included on page 73 of Accenture's Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed with the SEC on October 18, 2006 and attached as Exhibit IV to this prospectus. (3) May not total due to rounding.

Year Ended August 31, 2006 2005 2004 (in millions, except share and per share amounts) Weighted Average Class A Common Shares:

Basic 589,099,824 588,505,335 553,298,104 Diluted 893,810,585 960,853,814 1,003,081,228 Earnings Per Class A Common Share: Basic $ 1.65 $ 1.60 $ 1.25 Diluted $ 1.59 $ 1.56 $ 1.22 Dividends per common share $ 0.30 $ $ As of August 31, 2006 2005 2004 (in millions) Balance Sheet Data: Cash and cash equivalent $ 3,067 $ 2,484 $ 2,553 Working capital $ 1,537 $ 1,754 $ 1,745 Total assets $ 9,418 $ 8,957 $ 8,013 Long-term debt, net of current portion $ 27 $ 44 $ 32 Shareholders' equity $ 1,894 $ 1,697 $ 1,472

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RISK FACTORS

See Exhibit IV (Annual Report on Form 10-K for the period ended August 31, 2006 filed by Accenture with the SEC on October 18, 2006), pages 20 – 36 and 72 – 73.

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CHAPTER D: SUPPLEMENTAL INFORMATION CONCERNING ACCENTURE LTD,

THE ESPP, THE SIP (INCLUDING THE VEIP)

SECTION A – THE ESPP

I.

1.1

1.2

1.3

THE OUTLINE

Purpose of the ESPP

The purpose of the ESPP is to give eligible employees the ability to share in Accenture's potential future success. Accenture expects that it will benefit from the added interest that such eligible employees will have in Accenture's welfare as a result of their increased equity interest in Accenture. Unless otherwise defined below, the capitalized terms used below have the same meanings as those ascribed to them in Chapter A of this prospectus.

Accenture Shares Offered Under the ESPP

The maximum number of Accenture Shares offered for purchase or subscription under the ESPP is 75,000,000, subject to the provisions relating to adjustments of such number in the event of certain fundamental changes in the amount (or kind) of Accenture Shares. As of November 1, 2006, 31,168,794 Accenture Shares remain available for purchase under the ESPP, representing approximately 5.3% of the approximately 587,297,000 Accenture Shares (excluding Accenture Shares held by Accenture's subsidiaries) outstanding as of such date. Each Accenture Share has a par value of USD 0.0000225.

For each Purchase Period (as defined in paragraph 1.3 of Section A of Chapter D), each Participating Employee has the right to purchase Accenture Shares, with payroll deductions (to the extent permitted by applicable law) credited to an account (the "Account") during each Purchase Period, at the Purchase Price specified in paragraph 1.4 of Section A of Chapter D of this prospectus (subject to the limitations imposed by the ESPP). The ESPP Committee has determined that only whole Accenture Shares are delivered in connection with any purchase and that the value of any fractional Accenture Shares is paid to the Participating Employee in cash through payroll, after any applicable tax has been deducted. Notwithstanding any other provision of the ESPP to the contrary, no Participating Employee in the ESPP has the right to purchase Accenture Shares for any one calendar year under the ESPP or any other employee share purchase plans of Accenture and its subsidiaries that exceed USD 25,000 of the Fair Market Value of such Accenture Shares (determined at the time such right to purchase is granted). Moreover, as established by the ESPP Committee, no Participating Employee may currently contribute to the ESPP more than USD 7,500 during each Purchase Period.

In the event of any share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of shares or other corporate exchange, or any distribution to shareholders of Accenture Shares other than regular cash dividends or any transaction similar to the foregoing, the ESPP Committee, in its sole discretion and without liability to any person, may make such substitution or adjustment, if any, as it deems equitable as to: (i) the number or kind of Accenture Shares or other securities issued or reserved for issuance pursuant to the ESPP; (ii) the number or kind of Accenture Shares or other securities subject to outstanding Options; (iii) the Purchase Price; and/or (iv) any other affected terms of such Options.

Purchase Period

As established by the ESPP Committee, the ESPP is offered each calendar year and currently operates with two six-month purchase periods per calendar year (the "Purchase Periods"). The Purchase Periods currently commence on May 2 and November 2 (each such commencement date of a Purchase Period, a "Commencement Date") and expire on November 1 and May 1. Generally, the ESPP Committee or Board may modify any terms of the ESPP, including the number and duration of the Purchase Periods and the dates of the Commencement Dates (e.g., the current Purchase Periods and related terms could be modified to correspond to the calendar year). Accenture Shares are purchased on the last regular business day of each Purchase Period (the "Date of Exercise").

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Once enrolled in the ESPP, Participating Employees' participation in subsequent Purchase Periods takes place automatically until the employee voluntarily or involuntarily withdraws from the ESPP or the ESPP is terminated. Currently, a Participating Employee may withdraw from the ESPP during the first Purchase Period by October 15 and during the second Purchase Period by April 15. Accenture may require Participating Employees to complete a new Form at any time it deems necessary or desirable to facilitate ESPP administration or for any other reason.

1.4

1.5

1.6

1.7

II. ELIGIBILITY

Purchase Price

As established by the ESPP Committee, the purchase price per Accenture Share has currently been set at 85% of the Fair Market Value of an Accenture Share on the Date of Exercise (the "Purchase Price"). "Fair Market Value" means the arithmetic mean of the highest and lowest trading prices of Accenture Shares as quoted on the NYSE on the applicable purchase date.

Purchase of Stock

As currently established by the ESPP Committee, each Participating Employee who is a participant in the ESPP for the duration of a Purchase Period is deemed to have exercised his/her right to purchase Accenture Shares on the Date of Exercise, and is deemed to have purchased from the Company the number of whole Accenture Shares that his/her accumulated payroll deductions on such date pays for at the Purchase Price. The value of any fractional Accenture Shares acquired is paid to Participating Employees in cash through payroll (less any applicable taxes).

Term of the ESPP

The ESPP continues in effect until the earlier of: (a) June 6, 2011; (b) its termination by the Board; or (c) the date on which all of the Accenture Shares reserved under the ESPP have been purchased.

Amendment or Discontinuance of the ESPP

The Board may amend, alter or discontinue the ESPP, provided that any such amendment, alteration or discontinuation cannot be made (i) without Accenture shareholder approval if it were to increase the total number of Accenture Shares reserved for the ESPP (except in the cases described in paragraph 1.2 of Section A of Chapter D of this prospectus), or (ii) without Participating Employee consent if it were to impair any of the rights or obligations under any rights granted to such Participating Employee under the ESPP. Notwithstanding the foregoing, the ESPP Committee may amend the ESPP as it deems necessary to permit rights granted under the ESPP to meet the requirements of the Code.

2.1 Eligible Employees

As determined by the ESPP Committe, employees who are employed by any Participating Subsidiary (including the Designated EEA Subsidiaries) are eligible to participate in that offering under the ESPP, provided that the ESPP Committee may, to the extent permitted by applicable law, exclude from participation employees: (i) whose customary employment is twenty hours or less per week (within the meaning of Section 423(b)(4)(B) of the Code)); (ii) whose customary term of employment is no longer than five months in any calendar year (within the meaning of Section 423(b)(4)(C) of the Code); (iii) employees who, if granted a purchase right pursuant to the ESPP, would immediately thereafter own (as determined pursuant to Section 424(d) of the Code) Accenture Shares representing 5% or more of the total combined voting power or value of all classes of shares of Accenture, its parent or subsidiary (as defined in Section 424(f) of the Code) corporation (within the meaning of Section 423(b)(3) of the Code); and (iv) employees who are highly compensated employees (within the meaning of Section 414(q) of the Code). Currently, senior executives of Accenture and its affiliates are excluded from participating in the ESPP.

2.2 Participation of Eligible Employees

As established by the ESPP Committee, eligible employees who wish to participate in the ESPP must complete an enrollment agreement (the "Form") during the designated enrollment period (the "ESPP Enrollment Period"). Currently, the ESPP Enrollment Period takes place during the period beginning six weeks prior to the Commencement Date and ending two weeks prior to the Commencement Date (e.g., from March 15 through April 15 for the first Purchase Period and from September 15 through

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October 15 for the second Purchase Period). Unless applicable law requires a paper form, the Form must be submitted to Accenture electronically through Accenture's "myHoldings.Accenture.com" intranet site, or to such other entity designated by Accenture for this purpose, at least two weeks prior to the Commencement Date.

At the end of each Purchase Period, each Participating Employee who continues to be eligible to participate in the ESPP is automatically re-enrolled in the next Purchase Period, unless the Participating Employee has advised the Company otherwise or has transferred to an Accenture entity in another country.

2.3 Payroll Deductions

Employees may authorize payroll deductions (to the extent permitted by applicable law) in an amount between 1% and 10% (in whole percentages) of their compensation for participation in the ESPP, subject to the currently defined contribution limit of USD 7,500 per Purchase Period. The Participating Employee must specify in the Form the percentage from each pay period that he/she authorizes for deduction from his/her compensation for the ESPP (to the extent permitted by applicable law). During a Purchase Period, a Participating Employee may change the percentage of authorized deductions by directing Accenture at the time and in the manner specified by the ESPP Committee. However, any such change will not be effective until the subsequent Purchase Period.

All payroll deductions made for a Participating Employee are credited to his/her Account under the ESPP. No interest is paid or credited to the Account of any Participating Employee with respect to such payroll deductions (except to the extent required by applicable law).

Payroll deductions currently commence on the Commencement Date and continue through subsequent Purchase Periods until the earlier of (i) the expiration of the term of ESPP, or (ii) the Participating Employee's termination of employment, early withdrawal from the ESPP or transfer to an Accenture entity of another country. Payroll deductions are subject to modification by the Participating Employee as described in this Section.

2.4 Discontinuance of Participation of Participating Employees

As established by the ESPP Committee, a Participating Employee may withdraw from the ESPP, in whole but not in part, at any time until the fifteenth day of the month prior to the end of a Purchase Period through the Enrollment Changes page of Accenture's "myHoldings.Accenture.com" intranet site (or using the appropriate paper form if required by applicable law), in which event the Company refunds the entire balance of his/her deductions as soon as practicable thereafter.

If a Participating Employee withdraws from the ESPP, he/she will not participate in a subsequent Purchase Period unless and until he/she re-enrolls in the ESPP. To re-enroll in the ESPP, an eligible employee must file a new Form. The eligible employee's re-enrollment will not become effective until the beginning of the next Purchase Period.

The withdrawal of a Participating Employee from the ESPP as described in this Section is free of charge to the Participating Employee.

2.5 Termination of Employment of Eligible Employees

Upon termination of employment for any reason whatsoever, including, but not limited to, death or retirement, the balance in the Account of a Participating Employee is paid to the Participating Employee or his/her estate.

III. DELIVERY AND TRANSFERABILITY OF THE SHARES

Following the end of each Purchase Period, the number of Accenture Shares purchased by each Participating Employee is deposited into an account established in the Participating Employee's name at the ESPP broker, where the Participating Employee may hold or sell such acquired Accenture Shares. However, in order to transfer such acquired Accenture Shares to another account, the Participating Employee must wait 24 months from the beginning of the relevant Purchase Period.

Rights under the ESPP are not transferable by Participating Employees other than as provided by will or the governing laws of descent and distribution.

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SECTION B – THE SHARE INCENTIVE PLAN

I.

1.1

1.2

1.3

THE OUTLINE

Purpose of the SIP (including the VEIP)

The purpose of the SIP is to aid Accenture and its affiliates in recruiting, retaining and rewarding key employees, directors, consultants or other Persons of outstanding ability and to motivate such individuals who perform services for Accenture or an Affiliate to exert their best efforts on behalf of Accenture and its Affiliates by providing incentives through the granting of Awards. Accenture expects that it will benefit from the added interest that such key employees, directors, consultants or other Persons will have in the welfare of Accenture as a result of their proprietary interest in Accenture's potential success. Capitalized terms not defined below have the meaning ascribed to them in Chapter A of this prospectus. The VEIP is a program established under the terms and conditions of the SIP by the SIP Committee to permit senior executives of Accenture and its affiliates to use a portion of their cash compensation to purchase Accenture Shares.

Accenture Shares Offered Under the SIP (including the VEIP)

The maximum number of Accenture Shares offered for purchase or subscription under the SIP is 375,000,000, subject to the provisions relating to adjustments of such number in the event of certain fundamental changes in the amount (or kind) of Accenture Shares. As of November 1, 2006, there are approximately 264,643,240 Accenture Shares available for issuance under the SIP, representing approximately 45% of the approximately 587,297,000 Accenture Shares outstanding as of such date. Each Accenture Share has a par value of USD 0.0000225.

In the event of any change in the outstanding Accenture Shares by reason of any Accenture Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Accenture Shares or other corporate exchange, or any distribution to shareholders of Accenture Shares other than regular cash dividends or any transaction similar to the foregoing, the SIP Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable to the number or kind of Accenture Shares or other securities issued or reserved for issuance pursuant to the SIP or pursuant to outstanding Awards or to the terms of any outstanding Awards.

Awards Offered Under the SIP

Pursuant to the terms of the SIP, Accenture may offer Awards in the form of Options or RSUs that provide Awardees with a right to acquire Accenture Shares. Awards may also be made in the form of Accenture Shares, restricted Accenture Shares, SARs and Other Share-Based Awards (as defined in the SIP). A table provided in Chapter A of this prospectus provides further information concerning the Options, RSUs, SARs and Other Share-Based Awards that may be offered under the SIP.

Unless otherwise determined by the SIP Committee, Awards are not transferable by the Awardee other than as provided by will or the governing laws of descent and distribution.

The terms of any Award, including the number of Accenture Shares that may be offered and the price payable (if any) by the Awardee for the Accenture Shares subject to an Award, are determined by the SIP Committee in its discretion. With respect to Awardees who reside or work outside of the United States of America, the SIP Committee may, in its sole discretion, amend the terms of the SIP or Awards with respect to such Awardees in order to conform such terms with the provisions of applicable law, and the SIP Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied provisions.

Options represent the right to purchase Accenture Shares at a date or dates in the future at a certain exercise price. Once the Options vest (i.e., when the restrictions on exercise of the Options have lapsed), the Awardee may exercise the Options to purchase Accenture Shares. At the time of exercise, the Awardee must pay the exercise price in a manner approved by the SIP Committee. Unvested Options are generally forfeited upon termination of employment. Vested Options are generally exercisable for only a limited time after termination of employment.

RSUs represent an unsecured promise to deliver Accenture Shares to Awardees at a later time. The SIP Committee determines the terms of a particular RSU agreement, including, without limitation, the vesting schedule (i.e., the imposition of a restriction that lapses over a period of time) of the RSUs, along with the

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related number of shares and their terms of delivery. Generally, if an Awardee remains continuously employed by Accenture or an affiliate of Accenture until the relevant vesting date, the RSUs vest and Accenture Shares are automatically delivered to the Awardee pursuant to a delivery schedule. The Awardee does not generally pay any cash consideration to receive the RSUs or the Accenture Shares. If the Awardee's employment terminates before the RSUs are fully vested, any unvested portion of the RSU is generally forfeited and canceled. Treatment of any vested portion of the RSU depends upon the specific terms of the relevant RSU agreement and may depend on the reason for the termination.

1.4

(a)

(b)

(c)

(d)

(e)

1.5

Specific Terms of Awards Offered Under the VEIP

VEIP Rights to Acquire Accenture Shares

Eligible Awardees who chose to participate in the VEIP (the "VEIP Participants") are given the right to purchase Accenture Shares during the calendar year (the "VEIP Year") following their enrollment in the VEIP. As established by the SIP Committee, VEIP Participants use a percentage of their eligible cash compensation to purchase Accenture Shares on the fifth day of each month following the month in which the cash compensation is earned (the "Monthly Exercise Date"). Accordingly, the first Monthly Exercise Date of a VEIP Year currently is February 5 and the last Monthly Exercise Date of a VEIP Year currently is January 5 of the following calendar year (the "Last Monthly Exercise Date").

Exercise Price of VEIP Rights to Acquire Accenture Shares

The price at which Accenture Shares are acquired on each Monthly Exercise Date is the Fair Market Value of the Accenture Shares on such date. Only whole Accenture Shares are purchased. Any fractional amounts of Monthly Contributions are carried over from one month to the next, with any fractional amounts remaining at the end of the VEIP Year being refunded to the VEIP Participant in cash after the Last Monthly Exercise Date.

Matching RSUs

All VEIP Participants who on the Last Monthly Exercise Date remain employed by Accenture or an affiliate of Accenture and who have not withdrawn from the VEIP are granted a matching Award in the form of RSUs (the "Matching RSUs") on the Last Monthly Exercise Date.

Matching RSUs represent an unsecured promise to deliver Accenture Shares equal in number to 50% of the number of Accenture Shares (rounded down to the nearest whole Accenture Share) acquired by the VEIP Participant pursuant to the VEIP during the preceding calendar year and which the VEIP Participant has not sold or transferred prior to the Last Monthly Exercise Date.

Vesting of Matching RSUs

The Matching RSUs are subject to a 24-month vesting period that begins on the Last Monthly Exercise Date (the "RSU Vesting Period"). If a VEIP Participant remains an employee of Accenture or an affiliate of Accenture at the end of the RSU Vesting Period, the Accenture Shares subject to the Matching RSUs will be delivered to the VEIP Participant as soon as practicable following the end of the RSU Vesting Period, unless an additional voluntary deferral period has been elected (as permitted by applicable law).

Matching Options Alternative

In a limited number of jurisdictions where it is deemed beneficial to do so, the Matching Award may take the form of Options (the "Matching Options"). If the VEIP Participant remains an employee of Accenture or an affiliate of Accenture, his/her Matching Options will be exercisable at the end of the RSU Vesting Period at the prescribed nominal exercise price.

Amendment or Discontinuance of the SIP (including the VEIP)

The Board may amend, alter or discontinue the SIP (including the VEIP), provided that any such amendment, alteration or discontinuation shall not be made (i) without Accenture's shareholders' approval if it were to increase the total number of Accenture Shares reserved for the SIP (currently 375,000,000), except in the cases described in paragraph 1.2 of Section A of Chapter D of this prospectus, or (ii) without the VEIP Participants consent if it were to impair any of the rights or obligations under any rights granted to such VEIP Participant under the SIP. However, the SIP Committee may amend the SIP (including the VEIP) as it deems necessary to permit Awards to meet the requirements of the Code or other applicable laws.

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II. ELIGIBILITY UNDER THE VEIP

2.1 Eligible Employees

Currently, VEIP Participants that are senior executives at levels one through four of Accenture or any of its eligible affiliates may participate in the VEIP to the extent legally permissible and practical. Such employees that transfer internationally within Accenture or any of its affiliates may continue their participation, subject to administrative and legal feasibility.

2.2 Participation of VEIP Participants

VEIP Participants currently have the opportunity to decide whether to participate during an annual enrollment period that precedes a VEIP Year. At the end of each VEIP Year in which the VEIP is offered, each VEIP Participant who continues to be eligible to participate in the VEIP will be automatically re-enrolled for the following VEIP Year, unless the VEIP Participant has advised the Company otherwise.

2.3 Payroll Deductions

Under the VEIP, VEIP Participants are currently given the right to purchase Accenture Shares at Fair Market Value on a monthly basis with (usually) monthly payroll deductions (as permitted by applicable law) (the "Monthly Contribution") during the VEIP Year. VEIP Participants can choose a Monthly Contribution of between 1% and 30% (in whole percentages) of their monthly cash compensation. The percentage chosen is based on a VEIP Participant's pre-tax cash compensation, but the Monthly Contribution itself is an after-tax amount. Once chosen, a VEIP Participant cannot change the amount of the Monthly Contribution for the remainder of the VEIP Year.

The maximum annual aggregate participation is currently limited to 8% of the total global senior executive forecasted cash compensation. Individual participation by VEIP Participants is reduced on a pro rata basis in the month such 8% cap is reached, and share purchases stop if the VEIP is over-subscribed and such 8% cap is reached.

2.4 Discontinuance of Participation of VEIP Participants

A VEIP Participant may decide not to exercise his/her right to purchase Accenture Shares under the VEIP during the VEIP Year and, by doing so, withdraw from the VEIP. The consequences of such withdrawal from the VEIP program to the employee are the same as if he/she had voluntarily terminated his/her employment at Accenture (as described in paragraph 2.5 of Section B of Chapter D of this prospectus).

2.5 Termination of Employment of VEIP Participants

If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture before the Last Monthly Exercise Date, any Monthly Contribution that has not been used to purchase Accenture Shares is returned to the VEIP Participant and his/her participation in the VEIP will be withdrawn immediately.

If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture after the Last Monthly Exercise Date, the consequences for his/her Matching RSUs or Matching Options depend on the reason for and timing of the VEIP Participant's termination of employment, which are reviewed in the following four paragraphs.

If a VEIP Participant ceases employment by reason of death or disability, all unvested Matching RSUs or unvested Matching Options vest immediately. In the case of Matching RSUs, the underlying Accenture Shares are delivered as soon as reasonably practicable following vesting. Vested Matching Options may be exercised at any time until they expire (i.e., currently ten years after the Last Monthly Exercise Date).

If a VEIP Participant ceases employment by reason of voluntary termination, he/she forfeits all unvested Matching RSUs and unvested Matching Options. However, the date on which the Accenture Shares underlying vested Matching RSUs are delivered will not change from the schedule prescribed by the applicable RSU agreement. Vested Matching Options remain exercisable for 90 days following the date of termination of employment and then expire, except where a VEIP Participant's employment terminates by reason of retirement, in which case vested Matching Options may be exercised at any time until they expire (i.e., currently ten years after the Last Monthly Exercise Date).

If a VEIP Participant ceases employment by reason of involuntary termination within 12 months of the Last Monthly Exercise Date, 50% of the Matching RSUs or Matching Options will vest at the date of termination of employment and the remainder will be forfeited. If the VEIP Participant's employment terminates

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12 months or later from the Last Monthly Exercise Date, 100% of the Matching RSUs or Matching Options vest on termination of employment. The date on which the underlying Accenture Shares to which vested Matching RSUs relate are delivered does not change. Vested Matching Options remain exercisable for 180 days following the date of termination of employment and then expire.

If the employment of a VEIP Participant is terminated or otherwise ceases for cause, he/she forfeits all Matching RSUs and Matching Options. In addition, Accenture Shares delivered pursuant to Matching RSUs and Matching Options are retracted if permitted by applicable law.

Regardless of the reason for a VEIP Participant's cessation of employment, if he/she ceases employment before a Matching RSU or a Matching Option has been granted, no grant of a Matching RSU or a Matching Option is made.

III.

I.

1.1

1.2

1.3

DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE VEIP

Currently, delivery of Accenture Shares underlying RSUs or Options occurs 24 months from the granting of the Matching RSU or Matching Option (i.e., currently 24 months from January 5), unless an additional voluntary deferral period is elected (as permitted by applicable law).

Rights under the VEIP are not transferable by VEIP Participants other than as provided by will or the governing laws of descent and distribution.

SECTION C – PROVISIONS COMMON TO THE ESPP AND THE SIP (INCLUDING THE VEIP) AND PROVISIONS RELATING TO ACCENTURE

RIGHTS RELATED TO THE ACCENTURE SHARES

Type and the Class of the Securities Being Offered, Including the Security Identification Code

Accenture has an authorized share capital comprising 20,000,000,000 Class A common shares, par value USD 0.0000225 per share; 1,000,000,000 Class X common shares, par value USD 0.0000225 per share; and 2,000,000,000 preferred shares, par value USD 0.0000225 per share. As of October 12, 2006, 584,360,126 Class A common shares were issued and outstanding (which number does not include 35,306,040 issued Class A common shares held by the Company's subsidiaries); and 237,733,470 Class X common shares were issued and outstanding. No preferred shares were issued or outstanding.

The Accenture Shares are listed on NYSE under the symbol "ACN". The CUSIP number for the Accenture Shares is G1150G111.

Legislation Under Which the Securities Have Been Created

The Accenture Shares were created under the Companies Act 1981 of Bermuda. Subject to the terms of awards of Accenture Shares under and pursuant to the ESPP and the SIP (including the VEIP), the rights and restrictions attaching to the Accenture Shares are governed by Accenture's Bye-laws and the laws of Bermuda.

Form of Securities, Name and Address of the Entity in Charge of Keeping the Records

Accenture Shares are issued in registered form. In general, Accenture Shares may be held by stockholders in their own names or in the names of brokers or other nominees (commonly known as in "street name"). The Company's transfer agents and registrars are Reid Management Ltd in Bermuda and National City Bank in the United States.

National City Bank can be contacted through the web at shareholder.inquiries@nationalcity.com by telephone at 001-800-622-6757 or by mail at: National City Bank, Dept. 5352, Corporate Trust Operations, P.O. Box 92301.

The Company's designated ESPP broker for all relevant EEA Accenture employees participating in this offer (except for any such employees in Portugal) is currently Smith Barney. In Portugal, the Company's designated ESPP broker is Banco de Investimento Global S.A. The addresses and telephone numbers of Smith Barney and Banco de Investimento Global S.A., respectively are:

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Smith Barney 388 Greenwhich Street 18F New York, NY 10013 U.S.A.

Telephone: +1-212-615-7955

Banco de Investimento Global S.A. Raça Duque de Saldaña N°1, 8° - 1050 Lisboa Portugal

Telephone (of contact – Sonia Vilica): +351 213 305 512

Participating Employees are informed of the number of Accenture Shares purchased via periodic statements. Participating Employees are not charged broker fees when Shares are purchased under the ESPP.

The Company's designated VEIP broker for all relevant EEA Accenture employees participating in the VEIP offer is currently UBS Financial Services ("UBS"). The address and telephone number of UBS is:

UBS Financial Services Corporate Employee Financial Services P.O. Box 830 Weehawker, NJ 07086-0830 U.S.A.

Telephone: +1-201-272-7563

VEIP Participants are informed of the number of Accenture Shares purchased via periodic statements. VEIP Participants are not charged broker fees when Shares are purchased under the ESPP.

The SEC imposes a fee on the transfer of shares. This fee is paid to the SEC at the time of sale and is required for all equity trades. Upon selling the Accenture Shares, the Participating Employee/VEIP Participant will be charged a fee currently equal to USD 0.0000307 multiplied by the total principal amount of the sale proceeds. The fee will be reduced to USD 0.0000153, which will become effective thirty (30) days after the date of enactment of the SEC's regular appropriation for the 2007 fiscal year.

1.4

1.5

Currency of the Securities Issue

United States Dollar.

Rights Attached to the Securities

The rights attaching to the Accenture Shares and class X common shares can be varied with the consent in writing of the holders of not less than 50% of the issued shares of the relevant class or with the sanction of a resolution passed at a separate class meeting of holders of shares of that class approved by not less than 50% of the votes cast. Dissenters' rights apply under Bermuda law in respect of share right variations, under which the holders of not less than 10% of the issued shares of the relevant class may apply to the court in Bermuda to have the variation cancelled.

There are no provisions under Bermuda law or the Bye-laws of Accenture requiring shareholder ownership or certain levels of shareholder ownership to be disclosed in Bermuda.

No Participating Employee or Awardee shall have any voting, dividend, or other shareholder rights with respect to any Accenture Shares offered under the ESPP or the SIP (including the VEIP) until the Accenture Shares have been purchased and registered in the name of the Participating Employee or Awardee (or his or her nominee).

Following such purchase and registration, the Participating Employee or Awardee (or his or her nominee) shall be entitled to the rights attached to the Accenture Shares, as further described below:

Dividend Rights. Accenture's Board may from time to time make distributions to its shareholders subject to Accenture's Bye-laws and the limitation set out in section 54 of the Companies Act 1981 of Bermuda, as summarized below.

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No distribution may be made if there are reasonable grounds for believing that, at the relevant time:

(a) Accenture is, or would after the payment be, unable to pay its liabilities as they become due; or

(b) the realizable value of Accenture's assets would as a result of the distribution, be less than the aggregate of its liabilities and its issued share capital and share premium accounts.

Each Accenture Share is entitled to a pro rata part of any dividend declared by the Board, subject to any preferred dividend rights of any preferred shares then outstanding. There currently are no outstanding preferred shares. Class X common shares are not entitled to dividends.

There are no fixed dates upon which entitlements to dividends arise under the rights attaching to the Accenture Shares. Any dividend or distribution entitlement which is unclaimed for a period of six years from the date on which it became payable is forfeited and reverts to Accenture. The amount of any dividend declared in respect of the Accenture Shares is in the discretion of the Accenture Board and there is no fixed or prescribed basis for calculation of dividends on Accenture Shares or the timing of the declaration or payment of dividends on Accenture Shares. There are no cumulative rights in respect of dividends on Accenture Shares. The Accenture Shares do not represent any fixed right of the shareholder to participate in the profits of Accenture.

Right to Receive Liquidation Distributions. Except as otherwise provided in accordance with Accenture's Bye-laws, on a winding-up of Accenture, each Accenture Share would be entitled to be paid a pro rata part of the value of Accenture's assets remaining after payment of Accenture's liabilities, subject to any preferred rights on liquidation of any preferred shares. Accenture's Class X common shares would not be entitled to be paid any amount upon a winding-up of Accenture.

Dilution. Accenture's Board has authority to issue authorized but unissued Accenture Shares, Class X common shares or preferred shares, without further vote or action by Accenture's shareholders, up to the maximum number authorized in each share class. The Board has power to determine the rights and restrictions and preferences to attach to the preference shares

Any preference shares issued by the Board could rank in priority to the Accenture Shares with respect to dividends, voting rights and liquidation rights.

Preemptive, Redemptive or Conversion Provisions. Holders of Accenture Shares and Class X common shares do not have pre-emptive rights.

Accenture Shares are not redeemable, although such shares may from time to time be repurchased by agreement between Accenture and the relevant shareholder.

Accenture may, at its option, redeem at any time any Class X common share for a redemption price equal to the par value of such Class X common share, or USD 0.0000225 per share. Accenture has separately agreed not to redeem any Class X common share of a holder if the redemption would reduce the number of Class X common shares held by that holder to a number that is less than the number of Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares held by that holder, as the case may be.

Accenture Shares and Accenture Class X common shares are not convertible.

Transfer. Accenture Shares are, subject to certain restrictions on transfer applicable to some employee and ex-employee shareholders, transferable by their holders. Class X common shares are transferable by their holders only with consent of Accenture.

There is no takeover control legislation in Bermuda applicable to Accenture or any provisions in the Bye-laws of Accenture limiting the ability of a shareholder to acquire control of the Company.

Voting Rights. Holders of Accenture Shares and Class X common shares are entitled to one vote for each share held and vote together as a single class on all matters submitted to a vote of shareholders, except for those matters for which a class vote is required under Bermuda law, where a separate vote of the shareholders of the affected class only is required.

Under Bermuda law, and except as otherwise provided in the Companies Act 1981 of Bermuda or Accenture's Bye-laws, questions brought before a general meeting of shareholders are decided by a majority vote of the shareholders present in person or by proxy at the meeting and entitled to vote. Accenture's Bye-laws provide that, subject to the provisions of the Companies Act 1981 of Bermuda, any

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question proposed for the consideration of the shareholders will be decided by a simple majority of the votes cast (except in the case of amendments to certain provisions of Accenture's Bye-laws, such as those relating to amalgamations, discontinuances, asset sales and the appointment and resignation of directors, where an 80% majority may be required if such amendments are not approved by the Board).

Meetings. The annual general meeting of the shareholders of Accenture for the election of directors and for the transaction of such other business as properly may be submitted to such annual meeting, shall be held at the time and place designated by the Board, and must be called by at least 30 clear days' notice.

Bermuda law provides that a special general meeting may be called by Accenture's Board, and must be called upon the request of shareholders holding not less than 10% of the aggregate outstanding Accenture Shares and Class X common shares. A special general meeting must be called by at least 10 clear days' notice.

Shareholder Proposals. Under Bermuda law, shareholders who collectively hold at least 5% of the total voting rights of Accenture's aggregate outstanding Accenture Shares and Accenture's Class X common shares, or any group comprised of at least 100 or more registered shareholders, may, subject to certain conditions, require a proposal to be submitted to an annual general meeting of shareholders.

Quorum. At any meeting of the shareholders, and except as otherwise provided by the Companies Acts or the Bye-Laws, two shareholders present in person or by proxy and having the right to attend and vote at the meeting and holding shares representing more than 50 per cent of the votes that may be cast by all shareholders at the relevant time shall constitute a quorum.

Directors. Subject to certain limitations, all powers of management of Accenture are under the control of Accenture's Board. The Board may delegate any powers of management to its officers. Accenture's Bye-laws divide Accenture's Board into three classes, with members of each class being elected for three-year terms. Accenture's Board determines the number of directors to serve from time to time, which must be not less than 8 and not more than 15.

The election of Accenture's directors is determined by a majority of the votes cast at the general meeting at which the relevant class of directors are elected. Accenture's shareholders do not have cumulative voting rights. Accordingly, the holders of a majority of the voting rights attaching to Accenture's common shares will, as a practical matter, be entitled to control the election of all directors.

Accenture's Board has adopted guidelines providing that, except for Accenture's chief executive officer and up to two additional inside directors designated by Accenture's chief executive officer, Accenture's directors will not be allowed to serve more than three consecutive terms.

Accenture's Board may fill a vacancy resulting from the resignation or termination of office of any director until the next annual general meeting.

A director may be removed by a 66⅔% majority vote of certain employee shareholders where such employee shareholders hold Accenture shares representing more than 50% of all votes capable of being cast generally on shareholder resolutions or, where such requirement is not fulfilled, by a vote of 75% of the other directors.

Amendment of Constitutional Documents. Bermuda law provides that a company's memorandum of association or continuance may be amended by a resolution passed at a properly convened general meeting of shareholders. An amendment to the memorandum of association or continuance to include certain restricted business activities also requires the approval of the Bermuda Minister of Finance, who may grant or withhold approval at his or her discretion.

Under Bermuda law, the holders of an aggregate of no less than 20% in par value of Accenture's issued share capital or any class of issued share capital have the right to apply to the Bermuda Court for an annulment of any amendment of the memorandum of association or continuance adopted by shareholders at any general meeting, other than an amendment that alters or reduces share capital. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda Court. An application for the annulment of an amendment of the memorandum of association or continuance must be made within 21 days after the date on which the resolution altering the company's memorandum is passed and may be made on behalf of the persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No such application may be made by persons voting in favor of the amendment.

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Amendments to Accenture's Bye-laws must be approved by Accenture's Board and by shareholders by a resolution passed by the holders of a majority of the votes cast, except for amendments to the provisions of Accenture's Bye-laws relating to amalgamations, discontinuance, any sale, lease or exchange by Accenture of all or substantially all of Accenture's property or assets and the appointment and removal of directors which have not been approved by Accenture's Board, where shareholders holding not less than 80% of Accenture's issued and outstanding voting shares must approve the amendment.

1.6

II.

Transferability

The Accenture Shares in this offering under the ESPP and the SIP (including the VEIP) are registered on a registration statement on Form S-8 with the SEC and are generally freely transferable.

The ESPP and the SIP (including the VEIP) are intended to provide Accenture Shares for investment and not for resale. Accenture does not, however, intend to restrict or influence any Participating Employee or VEIP Participant in the conduct of his or her own affairs. A Participating Employee or VEIP Participant (other than certain Participating Employees and/or VEIP Participants in France – see Section VI of chapter D), therefore, may sell Accenture Shares purchased under the ESPP or the SIP (including the VEIP) at any time he or she chooses, subject to compliance with any applicable securities laws and the Company's internal policies. THE PARTICIPATING EMPLOYEE/VEIP PARTICIPANT ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE ACCENTURE SHARES.

STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF AUGUST 31, 2006

Capitalization and Indebtedness (in thousands of USD)

Total Current debt

- Guaranteed -

- Secured -

- Unguaranteed / Unsecured $24,792

Total Non-Current debt (excluding current portion of long-term debt)

- Guaranteed -

- Secured -

- Unguaranteed / Unsecured $27,065

Shareholder's equity

a. Share capital (Common Shares of $482,309 plus additional paid-in capital of $701,006)

$1,183,315

b. Legal Reserve -

c. Other Reserves -

Total $1,183,315

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Net Indebtedness (in thousands of USD)

A. Cash and B. Cash equivalents $3,066,988

C. Short-term Investments $352,951

D. Liquidity (A) + (B) + (C) $3,419,939

E. Current Financial Receivable -

F. Current Bank debt $2,218

G. Current portion of non current debt $22,574

H. Other current financial debt -

I. Current Financial Debt (F) + (G) + (H) $24,792

J. Net Current Financial Indebtedness (I) - (E) - (D) $(3,395,147)

K. Non-current Bank loans -

L. Bonds Issued -

M. Other non-current loans $27,065

N. Non-current Financial Indebtedness (K) + (L) + (M) $27,065

O. Net Financial Indebtedness (J) + (N) $(3,368,082)

As of the date of this prospectus, and since August 31, 2006, there have been no material changes in the financial information relating to Accenture's capitalization and indebtedness, as contained in the tables above in this Section II. As of the date of this prospectus and for the next twelve months, Accenture believes (i) that its available cash balances and the cash flows expected to be generated from operations will be sufficient to satisfy its current and planned working capital and investment needs and (ii) that Accenture's longer-term working capital and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from its borrowing facilities and future financial market activities.

For information relating to Accenture's indirect and contingent indebtedness, the reader's attention is directed to page 71 (Obligations and Commitments) and page F-46 (Note 15 Commitments and Contingencies) of Accenture's Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed by Accenture with the SEC on October 18, 2006, attached as Exhibit IV hereto.

III.

IV.

ORGANIZATIONAL STRUCTURE

Accenture is the parent company of the Accenture group. Accenture holds, directly or indirectly, the capital and voting rights of each of the subsidiaries listed in Exhibit 21.1 to the Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed by Accenture with the SEC on October 18, 2006.

MAXIMUM DILUTION AND NET PROCEEDS UNDER THE ESPP AND THE SIP (INCLUDING THE VEIP)

4.1 Maximum dilution

The Accenture Shares under the ESPP are offered pursuant to this prospectus to an estimated 49,000 Participating Employees. As indicated in paragraph 1.2 of Section A of Chapter D above, the maximum

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rate at which Participating Employees may currently purchase Accenture Shares may not exceed USD 7,500 per Purchase Period (USD 15,000 per year) in which the right to purchase is outstanding. The Fair Market Value of the Accenture Shares on the November 1, 2006 Offering Date was USD 32.935. If the price of the Accenture Shares remains level throughout the year, each Participating Employee would be entitled to purchase a maximum of approximately 536 Accenture Shares under the ESPP.

The Accenture Shares under the VEIP are offered pursuant to this prospectus to an estimated 1,822 VEIP Participants. As indicated in paragraph 2.3(b) of Section B of Chapter D above, the maximum rate at which VEIP Participants may purchase Accenture Shares under the VEIP is currently 30% of their eligible gross compensation. The average eligible gross compensation of each VEIP Participant covered by this prospectus for calendar year 2007 is estimated to be USD 326,000. If it is assumed that the 8% maximum global compensation limit described in paragraph 2.3(b) of Section B of Chapter D above would not be exceeded and that the Fair Market Value, as of November 1, 2006, of the Accenture Shares remains level throughout the year, each VEIP Participant would be entitled to purchase a maximum of approximately 2,968 Accenture Shares under the VEIP and, to the extent that such purchased Accenture Shares continue to be owned at the end of calendar year, would receive an RSU grant covering an additional 1,484 Accenture Shares.

Assuming that all of the Participating Employees would each purchase 536 Accenture Shares in the ESPP, the maximum number of Accenture Shares offered pursuant to this prospectus in respect of the ESPP amounts to 26,264,000 Accenture Shares. Assuming that all VEIP Participants purchase the average maximum of 2,968 Accenture Shares in the VEIP and eventually receive 1,484 Accenture Shares pursuant to the matching RSU grant, the maximum number of Accenture Shares offered pursuant to this prospectus in respect of the VEIP amounts to 8,111,544 Accenture Shares. Assuming maximum acquisitions as outlined above under both the ESPP and VEIP, the maximum number of Accenture Shares being offered pursuant to this prospectus amounts to 34,375,544 Accenture Shares.

Based on the above assumptions, the holdings of a holder of Accenture Shares currently holding 1% of the total outstanding Accenture Shares as of October 31, 2006, (i.e., 5,860,833 Accenture Shares), and who is not a Participating Employee or a VEIP Participant in either the ESPP or the VEIP, would be diluted as indicated in the following table:

Percentage of the total outstanding Accenture Shares

Total number of outstanding Accenture Shares

Before the offering (as of October 31, 2006)

1.00% 586,083,279

After issuance of 26,264,000 Accenture Shares solely under the ESPP

0.9571% 612,347,279

After issuance of 8,111,544 Accenture Shares solely under the VEIP

0.9863% 594,194,823

After issuance of 34,375,544 Accenture Shares under both the ESPP and VEIP

0.9445% 620,458,823

4.2 Net Proceeds

Assuming, using the examples above, that each of the Participating Employees would purchase the maximum amount of Accenture Shares under the ESPP offered pursuant to this prospectus, that is, a total of USD 15,000 each, then the gross proceeds of Accenture in connection with the offer under the ESPP pursuant to this prospectus would be USD 735,000,000. Assuming, using the examples above, that each of the VEIP Participants would purchase the maximum amount of Accenture Shares under the VEIP offered pursuant to this prospectus, that is, an average of USD 97,800 each, then the gross proceeds of Accenture in connection with the offer under the VEIP pursuant to this prospectus would be USD 178,191,600. Based on the foregoing assumptions, the aggregate proceeds of Accenture pursuant to the ESPP and VEIP would be USD 913,191,600. After deducting legal and accounting expenses in connection with the preparation of this prospectus, its review by the AMF and its passporting into the

- 34 -

relevant EEA jurisdictions, the net proceeds, based on the above assumptions, would be approximately USD 912,991,600.

V.

VI.

EMPLOYEES

The following chart sets forth historical information regarding the approximate number of Accenture's employees for each of the fiscal years ended August 31, 2006, 2005 and 2004:

FY 2006 FY 2005 FY 2004

Totals 140,000 123,000 100,000

TAX CONSEQUENCES

The term "Participant" used in this Section VI of Chapter D of this prospectus refers to Participating Employees and VEIP Participants as defined in Chapter A of this Prospectus.

The Company's tax advisors have been engaged to provide Participants with tax information with respect to the ESPP and the VEIP in each country in which the plans are offered. A summary of the tax information is provided below. The Company and its tax advisors will also provide tax information on Accenture's "myHoldings.Accenture.com" intranet site, which is updated from time to time.

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AUSTRIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Austria as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Austrian tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the purchase price. The Participant will also be subject to social contributions on this amount, provided the Participant has not already exceeded the applicable contribution ceiling.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold within 12 months of the date of purchase and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to income tax on the difference. If the Participant holds the Accenture Shares for more than 12 months after the date of purchase, he/she will not be subject to income tax or social contributions when he/she sells the Accenture Shares, provided he/she does not hold more than 1% of Accenture's common share capital and has not held more than 1% of Accenture's common share capital during the five years before the date of sale. Any loss realized on the sale of the Accenture Shares within 12 months of the date of purchase may be used to offset other taxable income in the year of sale.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to the extent the Participant has not already exceeded the applicable contribution ceiling) at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to social contributions or to income tax.

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Sale of Shares

If the Accenture Shares acquired under the VEIP are sold within 12 months of the date of purchase and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to income tax on the difference. If the Participant holds the Accenture Shares for more than 12 months after the date of purchase, he/she will not be subject to tax when he/she sells the Accenture Shares, provided he/she does not hold more than 1% of Accenture's common share capital and has not held more than 1% of Accenture's common share capital during the last five years before the date of sale. Any loss realized on the sale of Accenture Shares within 12 months following the date of purchase may be used to offset other capital gains in the year of sale.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase. It is the Participant's responsibility to report income and pay taxes resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold within 12 months of the date of acquisition and the difference between the fair market value of the Accenture Shares on the date of acquisition and the sale proceeds exceeds a certain exempt amount, the Participant will be subject to income tax on the difference. If the Participant holds the Accenture Shares for more than 12 months after the date of acquisition, he/she will not be subject to tax when he/she sells the Accenture Shares, provided he/she does not hold more than 1% of Accenture's common share capital and has not held more than 1% of Accenture's common share capital during the five years before the date of sale. Any loss realized on the sale of the Accenture Shares within 12 months following the date of acquisition of the Accenture Shares may be used to offset other taxable income in the year of sale.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Austria on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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BELGIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Belgium as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants (including for these purposes BVBA/SPRL companies) who are Belgian tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and social contributions on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. Social contributions are deductible from taxable income.

Sale of Shares

The Participant is not subject to taxes when he/she sells the Accenture Shares purchased under the ESPP.

Withholding and Reporting

Under current laws, the Participant's employer is required to report income and withhold income tax and social contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay taxes resulting from the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to social contributions or to income tax.

Sale of Shares

An employee Participant is not subject to taxes when he/she sells the Accenture Shares purchased under the VEIP. If the Participant is a BVBA/SPRL company, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares acquired by the Participant on the date of purchase. Capital losses are not deductible for BVBA/SPRL Participants.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase.

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2.2 MATCHING RSUs

Grant

The Participant will not be subject to income tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to income tax or social contributions when Matching RSUs vest if the Participant is an employee. If the Participant is a BVBA/SPRL company, the Participant has a taxable benefit equal to the fair market value of the underlying Accenture Shares on the date of vesting.

Share Acquisition

The Participant, if an employee, will be subject to income tax and social contributions when Accenture Shares are acquired by the Participant. Participants who are employees will be taxed on the fair market value of the Accenture Shares acquired by him/her. Participants who are BVBA/SPRL companies are not subject to tax at the time they acquire the Accenture Shares.

Sale of Shares

An employee Participant is not subject to taxes when he/she sells the Accenture Shares. If the Participant is a BVBA/SPRL company, the Participant will be subject to income tax on the difference between sale proceeds and the fair market value of the Accenture Shares underlying the RSUs at the time of vesting. Capital losses are not deductible for BVBA/SPRL Participants.

Withholding and Reporting

The Participant's employer is required to report the taxable benefit but is not required to withhold income tax on the taxable benefit to the Participant. The employer is required to withhold social contributions when Accenture Shares are acquired by the Participant. No withholding is required in respect of Participants who are BVBA/SPRL companies. The Participant, if an employee, must report and pay tax due for the taxable Matching RSU benefit in his/her individual income tax return for the income year in which he/she acquired the Accenture Shares. Participants which are BVBA/SPRL companies must report income and pay tax due for the year of vesting on the fair market value of the underlying Accenture Shares at the time of vesting. It is the Participant's responsibility to report and pay taxes resulting from the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Belgium on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

- 39 -

CZECH REPUBLIC TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in the Czech Republic as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Czech Republic tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant is not subject to social contributions on this amount.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold within 6 months of the date of purchase, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. Any loss realized on the sale of the Accenture Shares within 6 months of the date of purchase may be used to offset other capital gains from the sale of securities owned for 6 months or less.

Withholding and Reporting

The Participant's employer is not required to report income or withhold income tax when the Accenture Shares are purchased under the ESPP. It is the Participant's responsibility to report income in his/her annual tax return and pay taxes resulting from the purchase of Accenture Shares, the subsequent taxable sale of Accenture Shares and the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold within six months of the date of the purchase, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. Any loss realized on the sale of the Accenture Shares within 6 months of the date of purchase may be used to offset other capital gains from the sale of securities owned for 6 months or less.

- 40 -

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer is not required to report or withhold income tax when the Accenture Shares are acquired. It is the Participant's responsibility to report income in his/her annual tax return and pay taxes resulting from the subsequent taxable sale of Accenture Shares and the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold within 6 months of the date of acquisition, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of acquisition. Any loss realized on the sale of the Accenture Shares within 6 months of the date of acquisition may be used to offset other capital gains from the sale of securities owned for six months or less.

Withholding and Reporting

The Participant's employer is not required to report or withhold income tax when the Accenture Shares are acquired. It is the Participant's responsibility to report in his/her annual tax return and pay taxes resulting from the acquisition of the Accenture Shares, the taxable sale of Accenture Shares and the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in the Czech Republic on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

- 41 -

DANISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Denmark as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Danish tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and social contributions on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to tax on the difference between the sale proceeds and fair market value of the Accenture Shares on the date of purchase.

Withholding and Reporting

The Participant's employer is required to report the taxable amount at purchase but is not required to withhold income tax or social contributions at the time the Accenture Shares are purchased or sold. It is the Participant's responsibility to pay any taxes (including social contributions) resulting from the purchase and the sale of the Accenture Shares, or receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or to social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to tax on the difference between the sale proceeds and the fair market value of the Accenture Shares acquired by the Participant on the date of purchase.

- 42 -

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold tax or social contributions at the date of purchase. It is the Participant's responsibility to pay any tax and social contributions resulting from the sale of the Accenture Shares or receipt of any dividends.

2.2 MATCHING OPTIONS

The Participant will be subject to income tax and social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting, minus the nominal amount paid to exercise the Matching Options.

Grant

The Participant will not be subject to tax or social contributions when Matching Options are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching Options vest.

Exercise

The Participant will be subject to income tax and social contributions when the Matching Options are exercised and Accenture Shares are acquired by the Participant. The Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares acquired pursuant to the Matching Options and the exercise price paid for the Accenture Shares.

Sale of Shares

The Participant will be subject to tax when he/she subsequently sells the Accenture Shares acquired by exercise of the Matching Options. The taxable amount will be the difference between the sale proceeds and the fair market value of the Accenture Shares acquired by the Participant on the date of exercise of the Matching Options.

Withholding and Reporting

The Participant's employer is required to report the taxable amount for the exercise of the Matching Options but is not required to withhold income tax or social contributions. It is the Participant's responsibility to pay any tax and social contributions resulting from the purchase and the sale of the Accenture Shares, or receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Denmark on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

- 43 -

DUTCH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in the Netherlands as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Dutch tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and Social Security and Social Insurance contributions (to the extent he/she has not already exceeded the applicable contribution ceilings) on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will not be subject to tax on capital gains. However, the Participant will be subject to a tax on an imputed taxable amount of a specified percentage of the average value of privately held investments that are held on 1 January and 31 December. A limited annual exemption may be available.

Withholding and Reporting

The Participant's employer is required to report income and to withhold income tax and Social Security and Social Insurance contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report income and to pay any taxes resulting from the purchase or sale of the Accenture Shares or the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold, the Participant will not be subject to tax on capital gains. However, the Participant will be subject to a tax on an imputed taxable amount of a specified percentage of the average value of privately held investments that are held on 1 January and 31 December. A limited annual exemption may be available.

- 44 -

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or Social Security and Social Insurance contributions at the date of purchase. It is the Participant's responsibility to report and pay taxes resulting from the purchase or sale of Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent that he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold, the Participant will not be subject to tax on capital gains. However, the Participant will be subject to a tax on an imputed taxable amount of a specified percentage of the average value of privately held investments that are held on 1 January and 31 December. A limited annual exemption may be available.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and Social Security and Social Insurance contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from the sale of Accenture Shares or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will not be directly subject to tax in the Netherlands on dividends received. However, the Participant will be subject to a tax on an imputed taxable amount of a specified percentage of the average value of privately held investments, including any dividend received, which are held on 1 January and 31 December. A limited annual exemption may be available. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

- 45 -

FINNISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Finland as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Finnish tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax or medicare premiums when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and medicare premiums on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant generally will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase or 80% of sale proceeds, or, if the Accenture Shares are held for at least 10 years, 60% of the sale proceeds, whichever results in the lesser tax. A certain specified amount of capital gains realized in a year are tax exempt. Any loss realized on the sale of the Accenture Shares in excess of a certain specified amount may be used to offset other capital gains realized in the same calendar year and in the following three years.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase. It is the Participant's responsibility to report income and pay any taxes resulting from the taxable sale of the Accenture Shares or the receipt of any dividends.

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or medicare premiums when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or medicare premiums.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of the purchase, or 80% of sale proceeds, or, if the Accenture Shares are held for at least 10 years, 60% of the sale proceeds, whichever results in the lesser tax. A certain specified amount of capital gains realized

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in a year are tax exempt. Any loss realized on the sale of the Accenture Shares in excess of a certain specified amount may be used to offset other capital gains realized in the same calendar year and in the following three years.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributionss at the date of purchase. It is the Participant's responsibility to report income and pay any taxes resulting from the taxable sale of the Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or medicare premiums when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or medicare premiums when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and medicare premiums when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of acquisition, or 80% of sale proceeds, or, if the Accenture Shares are held for at least 10 years, 60% of the sale proceeds, whichever results in the lesser tax. A certain specified amount of capital gains realized in a year are tax exempt. Any loss realized on the sale of the Accenture Shares in excess of a certain specified amount may be used to offset other capital gains realized in the same calendar year and in the following three years.

Withholding and Reporting

The Participant's employer will withhold and report income tax and medicare premiums at the time of the acquisition of Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Finland on a certain percentage of any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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FRENCH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in France as of the date of this prospectus. Tax laws are complex and can change frequently.

As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are French tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply.

It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

The term "qualified" hereafter, as used only in this French tax consequences section of the prospectus, refers to the possibility to benefit from a favorable tax regime from a French tax standpoint.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to income tax or social security contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant is subject to social security contributions at regular rates and to income tax at marginal rates of up to 40% (for income received in 2006 that will be taxed in 2007), as well as Contribution Sociale Généralisée ("CSG") and Contribution au Remboursement de la Dette Sociale ("CRDS") on the difference between the fair market value of the Accenture Shares on the Date of Exercise and the Purchase Price.

Sale of Shares

The Participant is subject to a 27% capital gains tax (income tax, CSG, CRDS and additional contributions) when he/she subsequently sells the Accenture Shares purchased under the ESPP on the difference between the sale price and the adjusted cost basis of the Accenture Shares sold. However, no capital gains tax is due if the proceeds realized in a calendar year do not exceed EUR 15,000. If total capital proceeds realized in a calendar year exceed EUR 15,000, any loss realized on the sale of the Accenture Shares at a price lower than the adjusted cost basis of the Accenture Shares may offset capital gains realized in the same calendar year, and to the extent not used, excess capital losses may be carried forward to the following ten years.

Withholding and Reporting

The Participant's employer will withhold social security contributions and CSG and CRDS contributions due on the taxable amount at the date of purchase. It is the Participant's responsibility to report and pay any taxes resulting from the purchase and the sale of the Accenture Shares or receipt of any dividends on the Participant's annual French income tax return (in the year after the sale or receipt of dividends on Forms 2042 and 2047, as applicable).

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant is not subject to income tax or social security contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

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Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to social security contributions or to income tax.

Sale of Shares

The Participant is subject to a 27% capital gains tax (income tax, CSG, CRDS and additional contributions) when he/she subsequently sells the Accenture Shares purchased under the VEIP on the difference between the sale price and the acquisition cost of the Accenture Shares sold.

However, no capital gains tax is due if the proceeds realized in a calendar year do not exceed EUR 15,000. If total capital proceeds realized in the year exceed EUR 15,000, any loss realized on the sale of the Accenture Shares at a price lower than the acquisition cost of the Accenture Shares may offset capital gains realized in the same calendar year, and to the extent not used, excess capital losses may be carried forward to the following ten years.

Withholding and Reporting

Since there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to withhold social security contributions and CSG and CRDS contributions at the date of the purchase. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or receipt of any dividends in the year after the sale or receipt of dividends on the Participant’s annual French income tax return (on Forms 2042 and 2047, as applicable).

2.2 "FREE SHARE" QUALIFIED MATCHING RSUs

Grant

The Participant will not be subject to income tax or social security contributions when "Free Share" qualified Matching RSUs are granted.

Vesting

The Participant will not be subject to income tax or social security contributions when "Free Share" qualified Matching RSUs vest.

Share Acquisition

The Participant will not be subject to tax when Accenture Shares underlying the "Free Share" qualified Matching RSUs are issued or transferred to the Participant two or more years after the grant of the "Free Share" qualified Matching RSUs. Under French law, Accenture Shares issued or transferred to the Participant must be held for a minimum of two years before they may be sold by the Participant. Accordingly, Accenture Shares delivered pursuant to the Matching RSUs will not be transferable for a period of two years following delivery to the Participant subject to the exceptions stated under French law.

Sale of Shares

The Participant will be subject to a 41% flat tax (income tax, CSG, CRDS and additional contributions) when he/she subsequently sells the Accenture Shares more than two years after the date of issue or transfer of the Accenture Shares under the "Free Share" qualified Matching RSUs on the fair market value of the Accenture Shares at the date of issuance or transfer to the Participant. No social security contributions apply. The Participant will be subject to a 27% capital gains tax (income tax, CSG, CRDS and additional contributions) when he/she sells the Accenture Shares issued or transferred under the "Free Share" qualified Matching RSUs on the difference between the sale price and the adjusted cost basis of the Accenture Shares sold. However, no capital gains tax is due if the proceeds realized in a calendar year do not exceed EUR 15,000. If total capital proceeds realized in the year exceed EUR 15,000, any loss realized on the sale of the Accenture Shares at a price lower than the adjusted cost basis of the Accenture Shares may offset capital gains realized in the same calendar year, and to the extent not used, excess capital losses may be carried forward to the following ten years.

Withholding and Reporting

The Participant's employer is not required to withhold social security contributions and CSG and CRDS contributions due on the taxable amount at the date of issue or transfer of the Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the issue or transfer and the sale of

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the Accenture Shares or receipt of any dividends in the year after the sale or receipt of dividends on the Participant’s annual French income tax return (on Forms 2042 and 2047, as applicable).

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to income tax of up to 40% (for income received in 2006 that will be taxed in 2007) in France on 60% of any dividends received. Dividends received are also subject to CGS, CRDS and other social levies. The Participant may be subject to U.S. federal back-up tax withholding if he/she does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if he/she files a U.S. non-resident income tax return.

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GERMAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Germany as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are German tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and social contributions (to the extent the Participant has not already exceeded his/her applicable contribution ceiling) on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. Church tax may also apply to the difference.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold within 12 months of the date of purchase and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. If the Participant holds the Accenture Shares for at least 12 months after the date of purchase, he/she will not be subject to tax when he/she sells the Accenture Shares provided that he/she has not held 1% or more of Accenture's stated capital during the five years prior to the sale. Any loss realized on the sale of Accenture Shares within 6 months of the date of purchase may be used to offset other taxable capital gains realized in the same calendar year, and any excess losses may be carried back one year or carried forward into future years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report income and pay any taxes resulting from the taxable sale of the Accenture Shares or receipt of any dividends.

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold within 12 months of the date of purchase and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of

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purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. If the Participant holds the Accenture Shares for at least 12 months after the date of purchase, he/she will not be subject to tax when he/she sells the Accenture Shares provided that he/she has not held 1% or more of Accenture's stated capital during the five years prior to the sale. Any loss realized on the sale of the Accenture Shares within 6 months of the date of purchase may be used to offset other taxable capital gains realized in the same calendar year, and any excess losses may be carried back one year or carried forward into future years.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase. It is the Participant's responsibility to report income and pay any taxes resulting from the taxable sale of the Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold within 12 months of the date of purchase and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. If the Participant holds the Accenture Shares for at least 12 months after the date of purchase he/she will not be subject to tax when he/she sells the Accenture Shares provided that he/she has not held 1% or more of Accenture's stated capital during the five years prior to the sale. Any loss realized on the sale of the Accenture Shares within 6 months of the date of purchase may be used to offset other taxable capital gains realized in the same calendar year, and any excess losses may be carried back one year or carried forward into future years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time of the Accenture Share acquisition. It is the Participant's responsibility to report income and pay any taxes resulting from the taxable sale of the Accenture Shares or receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Germany on a certain percentage of any dividends received to the extent the total interest and dividend income of the Participant for the year exceeds a certain exempt amount. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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GREEK TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Greece as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Greek tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrolment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and social contributions (to the extent that the Participant has not already exceeded the applicable contribution ceiling) on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price

Sale of Shares

If the Accenture Share purchased pursuant to the ESPP are sold, the Participant will be subject to transfer tax on the sale proceeds.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report the purchase of shares in foreign companies and pay any taxes resulting from the sale of Accenture Shares or receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to transfer tax on the sale proceeds.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at

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the time the Accenture Shares are acquired. It is the Participant's responsibility to report the purchase of Accenture Shares, and the sale of Accenture Shares and receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to transfer tax on the sale proceeds.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time of the Accenture Share acquisition. It is the Participant's responsibility to report the purchase of shares in foreign companies and pay taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

3 DIVIDENDS

Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Greece on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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HUNGARIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Hungary as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Hungarian tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant will also be subject to pension contributions (provided the Participant has not already exceeded the applicable contribution ceiling) health care contributions and possibly also social security contributions on this amount.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. This amount is also subject to health care contributions. Capital losses are not deductible and may not offset other income.

Withholding and Reporting

The Participant's employer is not required to report income or withhold income tax or the various social contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report income and to pay the tax due by the 12th day of the month following the end of the quarter in which the purchase of Accenture Shares was made. The sale of the Accenture Shares and the receipt of any dividends must be reported by the Participant in his/her tax return.

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. This amount is also subject to health care contributions.

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Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer is not required to report income or withhold income tax and social contributions due at the time the Accenture Shares are acquired. The sale of the Accenture Shares and the receipt of any dividends must be reported by the Participant in his/her tax return.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting. The Participant will also be subject to pension contributions (provided the Participant has not already exceeded the applicable contribution ceiling), health care contributions and possibly also social security contributions on this amount.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of acquisition. This amount is also subject to health care contributions.

Withholding and Reporting

The Participant's employer is not required to report income or withhold income tax and social contributions due at the time the Accenture Shares are acquired. It is the Participant's responsibility to report income and to pay the tax and various social contributions due by the 12th day of the month following the end of the quarter in which the Accenture Shares were acquired. The sale of the Accenture Shares and the receipt of any dividends also must be reported by the Participant in his/her tax return.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax and health care contributions in Hungary on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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IRISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Ireland as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Irish tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant will not be subject to social contributions when Shares are purchased under the ESPP.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar year. Net capital losses may be carried forward to offset capital gains realized in subsequent years.

Withholding and Reporting

The Participant's employer is required to report the taxable amount on purchase of Accenture Shares, but is not required to withhold income tax at the time the Accenture Shares are purchased. It is the Participant's responsibility to report income and pay any taxes resulting from the purchase of Accenture Shares and the sale of Accenture Shares or the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares purchased under the VEIP are sold and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar year. Net capital losses may be carried forward to offset capital gains realized in subsequent years.

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Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to withhold or report income tax at the date of purchase. It is the Participant's responsibility to report income and pay any taxes resulting from the sale of Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold and the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of acquisition of the Accenture Shares exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar year. Net capital losses may be carried forward to offset capital gains realized in subsequent years.

Withholding and Reporting

The Participant's employer is required to report the taxable amount on acquisition of Accenture Share, but is not required to withhold income tax at the time the Accenture Shares are acquired. It is the Participant's responsibility to report income and pay any taxes resulting from the acquisition of Accenture Shares, the sale of Accenture Shares or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Ireland on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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ITALIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Italy as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Italian tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrolment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP and are held by the Participant for 3 years or less, the Participant will be subject to income tax on the difference between the normal value of the Accenture Shares (the average price of the Accenture Shares in the month preceding the date of purchase) and the Purchase Price. Social contributions of approximately 10% are also usually due at purchase on this amount less an annual exemption of EUR 2,065.83.

When Accenture Shares are purchased under the ESPP and are held by the Participant for more than 3 years, the Participant will be subject to income tax on the difference between the normal value of the Accenture Shares (the average price of the Accenture Shares in the month preceding the date of purchase) and the Purchase Price, less an annual exemption of EUR 2065.83. Social contributions of approximately 10% are also usually due at purchase on this amount less an exemption amount of EUR 2,065.83.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the Participant's cost basis in the Accenture Shares. The Participant's cost basis is the Purchase Price paid for the Accenture Shares plus the amount of compensation income subject to taxation upon the purchase of the Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar year. Net capital losses may be carried forward to offset capital gains realized in the subsequent four years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins

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Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired pursuant to the VEIP are sold, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the price paid by the Participant for the Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar year. Net capital losses may be carried forward to offset capital gains realized in the subsequent four years.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer is not required to report income or withhold income tax or social contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report income and pay taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

When Accenture Shares are acquired under the Matching RSUs and are held by the Participant for 3 years or less, the Participant will be subject to income tax on the normal value of the Accenture Shares (the average price of the Accenture Shares in the month preceding the date of acquisition). Social contributions of approximately 10% are also usually due at purchase on the normal value less an annual exemption of EUR 2065.83.

When Accenture Shares are acquired under the Matching RSUs and are held by the Participant for more than 3 years, the Participant will be subject to income tax on the difference between the normal value of the Accenture Shares (the average price of the Accenture Shares in the month preceding the date of acquisition), less an annual exemption of EUR 2065.83. Social contributions of approximately 10% are also usually due at acquisition on the normal value less an exemption amount of EUR 2065.83.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the amount of compensation income subject to taxation upon the acquisition of the Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar year. Net capital losses may be carried forward to offset capital gains realized in the subsequent four years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time of the acquisition of Accenture Shares. It is the Participant's responsibility to report income and pay taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Italy on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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LATVIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Latvia as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases Accenture Shares, sells Accenture Shares or receives dividends.

The following applies only to Participants who are Latvian tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not discuss all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure them of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant will also be subject to social contributions on this amount, provided the Participant has not already exceeded the applicable contribution ceiling.

Sale of Shares

No taxes are due upon the sale of the Accenture Shares.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to the extent the Participant has not already exceeded the applicable contribution ceiling), at the time he/she purchases Shares.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

No taxes are due upon the sale of the Accenture Shares.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to income tax or social contributions when Matching RSUs are granted.

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Vesting

The Participant will not be subject to income tax or social contributions when the Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) when the Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her.

Sale of Shares

No taxes are due upon the sale of Accenture Shares.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the Participant acquires the Accenture Shares.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Latvia on any dividends received.

The Participant may be subject to U.S. federal back up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payer or middleman for the dividend. Any U.S. back up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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LUXEMBOURGIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Luxembourg as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Luxembourg tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant will also be subject to social contributions on this amount, provided the Participant has not already exceeded the applicable monthly contribution ceiling.

Sale of Shares

If the Accenture Shares acquired pursuant to the ESPP are sold within 6 months of the date of purchase, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of the acquisition. If the difference is less than a minimum threshold amount no taxes may be due. If the Accenture Shares acquired pursuant to the ESPP are sold after 6 months from the date of purchase, any capital gains are tax exempt. Any loss realized on the sale of the Accenture Shares within 6 months of the date of purchase generally may be used to offset other capital gains in the year of sale.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to the extent the Participant has not already exceeded the applicable monthly contribution ceiling) at the time he/she purchases Accenture Shares. If the Participant is required to file a personal income tax return, it is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold within 6 months of the date of purchase, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market

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value of the Accenture Shares on the date of acquisition. If the difference is less than a minimum threshold amount no taxes may be due. If the Accendure Shares acquired are sold after 6 months from the date of purchase, any capital gains are tax exempt. Any loss realized on the sale of the Accenture Shares within 6 months of the date of purchase generally may be used to offset other capital gains in the year of sale.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase. If the Participant is required to file a personal income tax return, it is Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him. A partial tax exemption may be available if the Matching RSUs can be characterized as a non-recurring additional payment to the Participant.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold within six months of the date of acquisition, the Participant will be subject to income tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of the acquisition. If the difference is less than a minimum threshold amount no taxes may be due. If the Accenture Share acquired are sold after 6 months from the date of acquisition, any capital gains are tax exempt. Any loss realized on the sale of the Accenture Shares within 6 months of the date of acquisition generally may be used to offset other capital gains in the year of sale.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to the extent that he/she has not already exceeded the applicable contribution ceiling) at the time of the Accenture Shares are acquired. If the Participant is required to file a personal income tax return, it is Participant's responsibility to report and pay taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Luxembourg on any dividends received, less a small annual deductible amount, if dividend income for the Participant in the year exceeds a specified amount. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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NORWEGIAN TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Norway as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Norwegian tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and social contributions on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The taxable income may be apportioned over the number of years that the Accenture Shares are held.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to capital gains tax on the difference between the sale price and the fair market value of the Accenture Shares on the date of purchase of the Accenture Shares. Some capital gain may be offset by unused "protection deduction" or "shield deduction" if certain conditions are satisfied.

Withholding and Reporting

The Participant's employer is required to report income and withhold tax and social contributions at the time he/she purchases the Accenture Shares. The Participant will be responsible for paying the difference, if any, between taxes withheld and the actual income tax liability. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or receipt of any dividends.

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or to social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to capital gains tax on the difference between the sale price and the fair market value of the Accenture Shares at the date of purchase of the Accenture Shares. Some capital gain may be offset by unused "protection deduction" or "shield deduction" if certain conditions are satisfied.

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Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her. The taxable income may be apportioned over the number of years that the Accenture Shares are held.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to capital gains tax on the difference between the sale price and the fair market value of the Accenture Shares on the date of acquisition of the Accenture Shares. Some capital gain may be offset by unused "protection deduction" or "shield deduction" if certain conditions are satisfied.

Withoholding and Reporting

The Participant’s employer is required to report income and withhold tax and social contributions at the time the Accenture Shares are acquired. The Participant will be responsible for paying the difference, if any, between taxes withheld and the acutal income tax liability. It is the Participant’s responsibility to report and pay any taxes resulting from the acquisition of the Accenture Shares, the sale of the Accenture Shares or receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Norway on any dividends received. Some dividends may be exempt from taxation if certain conditions for the "protection deduction" or "shield deduction" are satisfied. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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POLISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Poland as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Polish tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP but not sold on the same day, the Participant will be subject to a Pension and Disability Contribution (provided the Participant has not already exceeded the applicable contribution ceiling) and a Sickness Fund Contribution on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold after the date of purchase, the Participant will be subject to tax on the difference between the sale proceeds and the Purchase Price of the Accenture Shares. 50% of any capital loss realized in the year of sale may be used to offset capital gains, and any excess capital loss may be carried forward 5 years.

Withoholding and Reporting

The Participant's employer is required to report income and withhold social contributions (to the extent the Participant has not already exceeded the applicable contribution ceiling) at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold after the date of purchase, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the purchase price paid by the Participant to acquire the Accenture Shares. 50% of any capital loss realized in the year of sale may be used to offset capital gains, and any excess capital loss may be carried forward 5 years.

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Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase. It is Participant's responsibility to report the purchase if required and pay taxes resulting from the sale of Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to a Pension and Disability Contribution (to the extent that he/she has not already exceeded the applicable contribution ceiling) and a Sickness Fund Contribution when the Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold after the day of acquisition, the Participant will be subject to capital gains tax on the sale proceeds. 50% of any capital loss realized in the year of sale may be used to offset capital gains, and any excess capital loss may be carried forward 5 years.

Withholding and Reporting

The Participant's employer is required to report income and withhold social contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report the acquisition if required and pay any taxes resulting from the acquisition of Accenture Shares, the sale of Accenture Shares or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Poland on any dividends received. Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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PORTUGUESE TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Portugal as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends.

The following applies only to Participants who are Portuguese tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant is unlikely to be subject to social insurance contributions on this amount.

Sale of Shares

When Accenture Shares purchased pursuant to the ESPP are sold within 12 months of the date of purchase, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. If the Participant holds the Accenture Shares for more than 12 months, the Participant will not be subject to tax when he/she sells the Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset capital gains in the year realized, and some capital losses may be carried forward for two years if the Participant makes an election to be taxed on capital gains at normal progressive rates.

Withholding and Reporting

The Participant's employer is required to report income but is not required to withhold tax when the Participant purchases Accenture Shares under the ESPP. It is the Participant's responsibility to report and pay tax resulting from the purchase of Accenture Shares, the sale of Accenture Shares for a taxable gain or the receipt of any dividends.

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold within 12 months of the date of purchase, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair

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market value of the Accenture Shares on the date of purchase. If the Participant holds the Accenture Shares for more than 12 months, the Participant will not be subject to tax when he/she sells the Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset capital gains in the year realized, and some capital losses may be carried forward for two years if the Participant makes an election to be taxed on capital gains at normal progressive rates.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax at the date of purchase. It is the Participant's responsibility to report and pay tax resulting from the sale of Accenture Shares for a taxable gain and receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares when the Accenture Shares are acquired. The Participant is unlikely to be subject to social contributions when the Accenture Shares are acquired.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold within 12 months of the date of acquisition, the Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of acquisition. If the Participant holds the Accenture Shares for more than 12 months, no capital gains tax will be due when he/she sells the Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset capital gains in the year realized, and some capital losses may be carried forward for two years if the Participant makes an election to be taxed on capital gains at normal progressive rates.

Withholding and Reporting

The Participant's employer is required to report income but is not required to withhold tax when the Accenture Shares are acquired by the Participant. It is Participant's responsibility to report and pay tax resulting from the acquisition of Accenture Shares, the sale of Accenture Shares for a taxable gain and receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Portugal on any dividends received. The Participant may be subject to US federal back-up tax withholding if the Participant does not certify his or her tax status to any US financial institution acting in the capacity of payor or middleman for the dividend. Any US back-up withholding may be refundable to the Participant if the Participant files a US non-resident income tax return.

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SLOVAK REPUBLIC TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in the Slovak Republic as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Slovak Republic tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or health contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant will also be subject to health contributions on this amount, provided the Participant has not already exceeded the applicable monthly contribution ceiling.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold, the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase will be subject to income tax if the capital gains and other income of the Participant for the year exceed an annual tax exempt amount. Any loss realized on the sale of the Shares is not deductible and may not offset other taxable income.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and health contributions (to the extent the Participant has not already exceeded the applicable monthly contribution ceiling) at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report income and pay any taxes resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any taxable dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or health contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to social contributions or to income tax.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase will be subject to income tax if the

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capital gains and other income of the Participant for the year exceed an annual tax exempt amount. Any loss realized on the sale of the Shares is not deductible and may not offset other taxable income.

Withholding and Reporting

Because there is no tax due in connection with the purchase of the Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or health contributions at the time of vesting or purchase. It is the Participant's responsibility to report and pay taxes resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any taxable dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or health contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or health contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and health contributions (to the extent he/she has not already exceeded the applicable monthly contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold, the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of acquisition will be subject to income tax if the capital gains and other income of the Participant for the year exceed an annual tax exempt amount. Any loss realized on the sale of the Shares is not deductible and may not offset other taxable income.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and health contributions (to the extent that he/she has not already exceeded the applicable monthly contribution ceiling) at the time of the acquisition of the Accenture Shares. It is the Participant's responsibility to report and pay taxes resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any taxable dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. Dividends received from profits earned after 31 December 2003 are not subject to tax in the Slovak Republic. The Participant may be subject to US federal back-up tax withholding if the Participant does not certify his or her tax status to any US financial institution acting in the capacity of payor or middleman for the dividend. Any US back-up withholding may be refundable to the Participant if the Participant files a US non-resident income tax return.

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SPANISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Spain as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Spanish tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. If the Accenture Shares purchased are held for more than three years from the purchase date all or part of the difference may be exempt from income tax and social contributions.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold 12 months or less from the date of purchase, the Participant will be subject to capital gains tax at his/her marginal rate on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. If the Participant holds the Accenture Shares for more than 12 months after the date of purchase, he/she will be subject to capital gains tax at a reduced rate when he/she sells the Accenture Shares.

Any loss realized on the sale of the Accenture Shares 12 months or less from the date of purchase may be used to offset other capital gains from assets owned for 12 months or less. Any excess capital losses realized on the sale of the Accenture Shares 12 months or less from the date of purchase may be used to offset up to 10% of other income in the year. Such capital losses that are not used in the year of sale may be carried forward for four years.

Any loss realized from a sale of Accenture Shares occurring more than 12 months after the date of purchase may be used to offset other capital gains from assets owned for more than 12 months. Such capital losses not used in the year of sale may be carried forward for four years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or the receipt of any dividends unless an exception to reporting applies.

2 VEIP

2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

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Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or social contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold 12 months or less from the date of purchase, the Participant will be subject to capital gains tax at his/her marginal rate on the difference between the sale proceeds and the fair market value of the Accenture Shares. If the Participant holds the Accenture Shares for more than 12 months after the date of purchase, he/she will be subject to capital gains tax at a reduced rate when he/she sells the Accenture Shares.

Any loss realized on the sale of the Accenture Shares 12 months or less from the Date of Exercise of the rights to purchase may be used to offset other capital gains from assets owned for 12 months or less. Any excess capital losses realized on the sale of the Accenture Shares 12 months or less from the date of purchase may be used to offset up to 10% of other income in the year. Such capital losses that are not used in the year of sale may be carried forward for four years.

Any loss realized from a sale of Accenture Shares occurring more than 12 months after the Date of Exercise of the rights to purchase may be used to offset other capital gains from assets owned for more than 12 months. Such capital losses that are not used in the year of sale may be carried forward for four years.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or social contributions at the date of purchase. It is the Participant's responsibility to report and pay taxes resulting from the sale of Accenture Shares or the receipt of any dividends unless an exception to reporting applies.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and social contributions (to the extent that he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her. If the Accenture Shares are held for more than three years from the purchase date all or part of the fair market value of the Accenture Shares may be exempt from income tax and social contributions.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold 12 months or less from the date of acquisition, the Participant will be subject to capital gains tax at his/her marginal rate on the difference between the sale proceeds and the fair market value of the Accenture Shares. If the Participant holds the Accenture Shares for more than 12 months after the date of acquisition, he/she will be subject to capital gains tax at a reduced rate when he/she sells the Accenture Shares.

Any loss realized on the sale of the Accenture Shares 12 months or less from the date of acquisition may be used to offset other capital gains from assets owned for 12 months or less. Any excess capital losses realized on the sale of the Accenture Shares 12 months or less from the date of acquisition may be used offset up to 10% of other income in the year. Such capital losses that are not used in the year of sale may be carried forward for four years.

Any loss from a sale of Accenture Shares occurring more than 12 months after the date of acquisition may be used to offset other capital gains from assets owned for more than 12 months. Such capital losses that are not used in the year of sale may be carried forward for four years.

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Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from the sale of Accenture Shares or the receipt of any dividends unless an exception to reporting applies.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Spain on any dividends received. The Participant may be subject to US federal back-up tax withholding if the Participant does not certify his or her tax status to any US financial institution acting in the capacity of payor or middleman for the dividend. Any US back-up withholding may be refundable to the Participant if the Participant files a US non-resident income tax return.

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SWEDISH TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in Sweden as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are Swedish tax residents. If the Participant is a citizen or resident of another country for local law purposes, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on the difference between the fair market value of the Accenture Shares on the date of purchase and the Purchase Price. The Participant may also be subject to National Pension Contributions on this amount, provided the Participant has not already exceeded the applicable contribution ceiling.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold the Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. Any loss realized on the sale of the Accenture Shares may be used first to offset any capital gains on shares, then a specified percentage of the remaining loss may be used to offset any other capital gain and then any further remaining loss may be used to offset earned income subject to certain limits.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and National Pension Contributions (to the extent the Participant has not already exceeded the applicable contribution ceiling) at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay taxes resulting from the purchase of Accenture Shares, the sale of the Accenture Shares or the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be subject to income tax or to National Pension Contributions.

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Sale of Shares

If the Accenture Shares acquired under the VEIP are sold the Participant will be subject to capital gains tax on the difference between the sale proceeds and fair market value of the Accenture Shares on the date of purchase. Any loss realized on the sale of the Accenture Shares may be used first to offset any capital gains on shares, then a specified percentage of the remaining loss may be used to offset any other capital gain and then any further remaining loss may be used to offset earned income, subject to certain limits.

Withholding and Reporting

Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or National Pension Contributions at the date of purchase. It is the Participant's responsibility to report and pay taxes due from the purchase of Accenture Shares, the sale of the Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or social contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or social contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and National Pension Contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares at the time the Accenture Shares are acquired.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold the Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of the acquisition of Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used first to offset any capital gains on shares, then a specified percentage of the remaining loss may be used to offset any other capital gain and then any further remaining loss may be used to offset earned income, subject to certain limits.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and social contributions (to the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from the acquisition of Accenture Shares, the sale of the Accenture Shares or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in Sweden on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

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UNITED KINGDOM TAX CONSEQUENCES

The following summary is based on the income and social tax laws in effect in the United Kingdom as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the information below may be out of date at the time the Participant is granted a right to acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect of Accenture Shares.

The following applies only to Participants who are resident and ordinarily resident for tax purposes in the United Kingdom. If the Participant is not resident and ordinarily resident for tax purposes in the United Kingdom, the income and social tax information below may not be applicable. Furthermore, this information is general in nature and does not cover all of the various laws, rules and regulations that may apply. It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a position to assure Participants of any particular tax result.

Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their country apply to their specific situation.

1 ESPP

Enrollment in the ESPP

The Participant is not subject to tax or national insurance contributions when he/she enrolls in the ESPP or a new Purchase Period begins.

Purchase of Shares

When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and national insurance contributions on the difference between the value of the Accenture Shares on the date of purchase and the Purchase Price.

Sale of Shares

If the Accenture Shares purchased pursuant to the ESPP are sold and the difference between the sale proceeds and the value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. The effective rate of capital gains tax will be reduced if the Participant has held the Accenture Shares for at least one complete year and certain other conditions apply. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains in the year of sale and any unused loss may be carried forward to future years to offset any net capital gains in those years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and national insurance contributions at the time he/she purchases the Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the purchase or sale of the Accenture Shares or the receipt of any dividends.

2 VEIP 2.1 RIGHTS TO SHARE PURCHASES

Enrollment in the VEIP

The Participant will not be subject to tax or national insurance contributions when he/she enrolls in the VEIP or a new VEIP Year begins.

Purchase of Shares

When Accenture Shares are purchased under the VEIP, the Participant should not be subject to income tax or national insurance contributions.

Sale of Shares

If the Accenture Shares acquired under the VEIP are sold and the difference between the sale proceeds and the value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the

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Participant will be subject to capital gains tax on the difference. The effective rate of capital gains tax will be reduced if the Participant has held the Accenture Shares for at least one complete year and certain other conditions apply. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains in the year of sale and any unused loss may be carried forward to future years to offset any net capital gains in those years.

Withholding and Reporting

Because there should be no tax due in connection with the purchase of Accenture Shares under the VEIP, the Participant's employer will not be required to report income or withhold income tax or national insurance contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.

2.2 MATCHING RSUs

Grant

The Participant will not be subject to tax or national insurance contributions when Matching RSUs are granted.

Vesting

The Participant will not be subject to tax or national insurance contributions when Matching RSUs vest.

Share Acquisition

The Participant will be subject to income tax and national insurance contributions when Accenture Shares are acquired by the Participant. The Participant will be taxed on the value of the Accenture Shares acquired by him/her, generally on the date of vesting.

Sale of Shares

If the Accenture Shares acquired by the Participant are sold and the difference between the sale proceeds and the value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. The effective rate of capital gains tax will be reduced if the Participant has held the Accenture Shares for at least one complete year and certain other conditions apply. Any loss realized on the sale of the Accenture Shares may be used to offset other capital gains in the year of sale and any unused loss may be carried forward to future years to offset any net capital gains in those years.

Withholding and Reporting

The Participant's employer is required to report income and withhold income tax and national insurance contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from the acquisition of Accenture Shares, the sale of the Accenture Shares or the receipt of any dividends.

3 DIVIDENDS Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject to tax in the United Kingdom on any dividends received. The Participant may be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax return.

EXHIBITS

EXHIBIT I

ACCENTURE LIMITED 2001 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED ON SEPTEMBER 4, 2001

EXHIBIT 10.1

ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN (As amended September 4, 2001)

1. Purpose of the Plan

The purpose of the Plan is to give Eligible Employees of theCompany and its Subsidiaries the ability to share in the Company's futuresuccess. The Company expects that it will benefit from the added interest whichsuch Eligible Employees will have in the welfare of the Company as a result oftheir increased equity interest in the Company's success.

2. Definitions

The following capitalized terms used in the Plan have therespective meanings set forth in this Section:

(a) Act: The Securities Exchange Act of 1934, as amended, or any --- successor thereto.

(b) Beneficial Owner: A "beneficial owner", as such term is ---------------- defined in Rule 13d-3 under the Act (or any successor rule thereto).

(c) Board: The Board of Directors of the Company. -----

(d) Change in Control: The occurrence of any of the following ----------------- events:

(i) any Person (other than (A) a Person holding securities representing 10% or more of the combined voting power of the Company's outstanding securities as of the date that the Company completes an initial public offering (a "Pre-Existing Shareholder"), (B) the Company (if permitted by relevant law), any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (C) any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company, representing (I) 20% or more of the combined voting power of the Company's then-outstanding securities and (II) more of the combined voting power of the Company's then-outstanding securities than the Pre-Existing Shareholders in the aggregate;

(ii) during any period of twenty-four consecutive months (not including any period prior to the date that the Company completes an initial public offering), individuals who at the beginning of such period constitute the Board, and any new director (other than a director nominated by any Person (other than the Board) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a

2

Change in Control under (i), (iii) or (iv) of this Section 2(d)) whose election by the Board or nomination for election by the Company's shareholders has been approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

(iii) the consummation of any transaction or series of transactions resulting in a merger, consolidation or amalgamation, in which the Company is involved, other than a merger, consolidation or amalgamation which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or amalgamation; or

(iv) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company's assets.

(e) Code: The Internal Revenue Code of 1986, as amended, or any ---- successor thereto.

(f) Committee: A committee of the Board that has been designated --------- by the Board to administer the Plan.

(g) Company: Accenture Ltd, an exempted company registered in -------- Bermuda under Number EC 30090.

(h) Compensation: Base salary, annual bonuses, commissions, ------------- overtime and shift pay, in each case prior to reductions for pre-tax contributions made to a plan or salary reduction contributions to a plan excludable from income under Sections 125 or 402(g) of the Code. Notwithstanding the foregoing, Compensation shall exclude severance pay, stay-on bonuses, long-term bonuses, retirement income, Change in Control payments, contingent payments, income derived from share options, share appreciation rights and other equity-based compensation and other forms of special remuneration.

(i) Effective Date: The date the Board and the shareholders of -------------- the Company approve the Plan.

(j) Eligible Employee: An individual who is eligible to -------------- participate in the Plan pursuant to Section 5 of the Plan.

(k) Fair Market Value: On a given date, (i) if there should be a ------------------ public market for the Shares on such date, the arithmetic mean of the high and low prices

3

of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price and per Share closing asked price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted) (the "NASDAQ"), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used; and (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in good faith.

(l) Maximum Share Amount: Subject to applicable law, the maximum -------------------- number of Shares that a Participant may purchase on any given Purchase Date, as determined by the Committee in its sole discretion.

(m) Offering Date: The first date of an Offering Period. -------------

(n) Offering Period: A period of time established by the --------------- Committee from time to time not to exceed 27 months. The Offering Period may be evidenced by such documents as may be determined by the Committee in its sole discretion.

(o) Option: A share option granted pursuant to Section 7 of the ------ Plan.

(p) Participant: An Eligible Employee who elects to participate ----------- in the Plan pursuant to Section 6 of the Plan.

(q) Participating Subsidiary: A Subsidiary of the Company that ------------------------ is selected to participate in the Plan by the Committee in its sole discretion.

(r) Payroll Deduction Account: An account to which payroll ------------------------- deductions of a Participant, or other payments made by a Participant to the extent provided by the Committee, are credited under Section 9(c) of the Plan.

(s) Person: A "person", as such term is used for purposes of ------ Section 13(d) or 14(d) of the Act (or any successor section thereto).

(t) Plan: The Accenture Ltd 2001 Employee Share Purchase Plan. ----

(u) Plan Broker: A stock brokerage or other financial services ----------- firm designated by the Committee in its sole discretion.

(v) Purchase Date: The last date of an Offering Period, or such ------------- earlier date as determined by the Committee in its sole discretion.

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(w) Purchase Price: The purchase price per Share, as determined -------------- pursuant to Section 8 of the Plan.

(x) Shares: Class A common shares of the Company. ------

(y) Subsidiary: Any entity that, directly or indirectly, is ---------- controlled by the Company, and any entity in which the Company has a significant equity interest, in either case as determined by the Committee; provided, however, that if the Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423(b) of the Code, "Subsidiary" shall mean a "subsidiary corporation" as defined in Section 424(f) of the Code (or any successor section thereto).

(z) US$25,000 Limit: The calendar year limit defined in --------------- Section 9(a) of the Plan.

3. Shares Subject to the Plan

The total number of Shares which may be issued or transferredunder the Plan is 75,000,000. The Shares may consist, in whole or in part, ofunissued Shares or previously issued Shares. The issuance or transfer of Sharespursuant to the Plan shall reduce the total number of Shares available under thePlan.

4. Administration

The Plan shall be administered by the Committee, which maydelegate its duties and powers in whole or in part as it determines; provided,however, that the Board may, in its sole discretion, take any action designatedto the Committee under this Plan as it may deem necessary. The Committee isauthorized to interpret the Plan, to establish, amend and rescind any rules andregulations relating to the Plan, and to make any other determinations that itdeems necessary or desirable for the administration of the Plan. The Committeemay correct any defect or supply any omission or reconcile any inconsistency inthe Plan in the manner and to the extent the Committee deems necessary ordesirable. Any decision of the Committee in the interpretation andadministration of the Plan, as described herein, shall lie within its sole andabsolute discretion and shall be final, conclusive and binding on all partiesconcerned (including, but not limited to, Participants and their beneficiariesor successors).

5. Eligibility

Any individual who is an employee of the Company or of aParticipating Subsidiary is eligible to participate in the Plan, except that theCommittee may exclude (either generally or by reference to a subset thereof)from participation:

(a) employees whose customary employment is twenty (20) hours or less per week within the meaning of Section 423(b)(4)(B) of the Code;

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(b) employees whose customary employment is for not more than five (5) months in any calendar year within the meaning of Section 423(b)(4)(C) of the Code;

(c) employees who, if granted an Option would immediately thereafter own shares possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company or of its parent or Subsidiary corporation within the meaning of Section 423(b)(3) of the Code. For purposes of this Section 5(c), the rules of Section 424(d) of the Code shall apply in determining share ownership of an individual, and Shares which the employee may purchase under outstanding Options shall be treated as Shares owned by the employee; and

(d) employees who are highly compensated employees within the meaning of Section 414(q) of the Code.

6. Election to Participate

The Committee shall set forth procedures pursuant to whichEligible Employees may elect to participate in a given Offering Period under thePlan.

7. Grant of Option on Enrollment

With respect to an Offering Period, each Participant shall begranted an Option to subscribe for or purchase (as of the Purchase Date) anumber of Shares equal to the lesser of (i) the Maximum Share Amount or (ii) thenumber determined by dividing the amount accumulated in such Participant'sPayroll Deduction Account during such Offering Period by the Purchase Price.

8. Purchase Price

The Purchase Price at which a Share will be issued or sold fora given Offering Period shall be established by the Committee, but shall in noevent be less than eighty-five percent (85%) of the lesser of:

(a) the Fair Market Value of a Share on the Offering Date; or

(b) the Fair Market Value of a Share on the Purchase Date.

9. Payment of Purchase Price; Changes in Payroll Deductions; Issuance of Shares

Subject to Sections 10 and 11 of the Plan:

(a) Unless otherwise determined by the Committee, payroll deductions (to the extent permitted by applicable local law) shall be made on each day that a Participant is paid during an Offering Period. The total deductions during an Offering Period shall be made as a percentage of the Participant's Compensation paid during such Offering Period in one percent (1%)

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increments, from one percent (1%) to ten percent (10%) of such Participant's Compensation, as elected by the Participant; provided, however, that no Participant shall be permitted to purchase Shares under this Plan (or under any "employee stock purchase plan", within the meaning of Section 423(b) of the Code, of the Company or any of its Subsidiaries) with an aggregate Fair Market Value (as determined pursuant to Section 423 of the Code) in excess of US$25,000 for any one calendar year within the meaning of Section 423(b)(8) of the Code (the "US$25,000 Limit"). Unless otherwise determined by the Committee, for a given Offering Period, payroll deductions shall commence on the Offering Date and shall end on the related Purchase Date, unless sooner altered or terminated as provided in the Plan.

(b) A Participant shall not change the rate of payroll deductions once an Offering Period has commenced. The Committee shall specify procedures by which a Participant may increase or decrease the rate of payroll deductions for subsequent Offering Periods.

(c) All payroll deductions made with respect to a Participant shall be credited to the Participant's Payroll Deduction Account under the Plan and shall be deposited with the general funds of the Company, and, to the extent permitted by applicable local law, no interest shall accrue on the amounts credited to such Payroll Deduction Account. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions, to the extent permitted by applicable local law. Except to the extent provided by the Committee, a Participant may not make any separate cash payments into such Participant's Payroll Deduction Account, and payment for Shares purchased under the Plan may not be made in any form other than by payroll deduction.

(d) On each Purchase Date, the Company shall apply all funds then in the Participant's Payroll Deduction Account to purchase Shares (in whole and/or fractional Shares, as the case may be), up to the US$25,000 Limit or, if less, the Maximum Share Amount, pursuant to the Option granted on the Offering Date for that Offering Period. In the event the funds in the Participant's Payroll Deduction Account exceed the lesser of (i) the US$25,000 Limit or (ii) the amount necessary to purchase the Maximum Share Amount, such excess shall be returned, without interest (to the extent permitted by applicable local law), to the Participant. In the event that the number of Shares to be purchased by all Participants in any Offering Period exceeds the number of Shares then available for issuance under the Plan, (i) the Company shall make a pro rata allocation of the remaining Shares in as uniform a manner as shall be practicable and as the Committee shall, in its sole discretion, determine to be equitable and (ii) all funds not used to purchase Shares on the Purchase Date shall be

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returned, without interest (to the extent permitted by applicable local law), to the Participants.

(e) As soon as practicable following the end of each Offering Period, the number of Shares purchased by each Participant shall be deposited into an account established in the Participant's name with the Plan Broker. Unless otherwise permitted by the Committee in its sole discretion, dividends that are declared on the Shares held in such account shall be reinvested in whole or fractional Shares.

(f) At any time after the 24 month period following the relevant Offering Date, the Participant may (i) transfer the Participant's Shares to another brokerage account of the Participant's choosing or (ii) request in writing that such Shares be transferred to the Participant with respect to the whole Shares in the Participant's Plan Broker account and that any fractional Shares remaining in such account be paid in cash to the Participant. The Committee may require, in its sole discretion, that the Participant bear the cost of transferring such Shares.

(g) The Participant shall have no interest or voting right in the Shares covered by the Participant's Option until such Option is exercised and the Shares in question are registered in the name of the Participant.

10. Withdrawal

Each Participant may withdraw from participation in respect ofan Offering Period or from the Plan under such terms and conditions as areestablished by the Committee in its sole discretion. Upon a Participant'swithdrawal from participation in respect of any Offering Period or from thePlan, all accumulated payroll deductions in the Payroll Deduction Account shallbe returned, without interest (to the extent permitted by applicable local law),to such Participant, and such Participant shall not be entitled to any Shares onthe Purchase Date or thereafter with respect to the Offering Period in effect atthe time of such withdrawal. Such Participant shall be permitted to participatein subsequent Offering Periods pursuant to such terms and conditions establishedby the Committee in its sole discretion.

11. Termination of Employment

A Participant shall cease to participate in the Plan upon theParticipant's termination of employment for any reason. All payroll deductionscredited to the former Participant's Payroll Deduction Account as of the date ofsuch termination shall be (a) in the event such termination is due to a transferto a Subsidiary, applied to the purchase of Shares on the next Purchase Date, or(b) in the event such termination is due to any reason other than (a) above,returned, without interest (to the extent permitted by applicable local law), tosuch former Participant or to the former Participant's designated beneficiary,as the case may be, and such former Participant or beneficiary shall have nofuture rights in any unexercised Options under the Plan, unless the formerParticipant again becomes an Eligible Employee.

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12. Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to thecontrary, the following provisions shall apply to all Options granted under thePlan:

(a) Generally. In the event of any change in the outstanding --------- Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan, (ii) the number or kind of Shares or other securities subject to outstanding Options, (iii) the Purchase Price and/or (iv) any other affected terms of such Options.

(b) Change in Control. In the event of a Change in Control, the ------------------ Committee in its sole discretion and without liability to any person may take such actions, if any, as it deems necessary or desirable with respect to any Option as of the date of the consummation of the Change in Control.

13. Nontransferability

Options granted under the Plan shall not be transferable orassignable by the Participant other than by will or by the laws of descent anddistribution.

14. No Right to Employment

The granting of an Option under the Plan shall impose noobligation on the Company or any Subsidiary to continue the employment of aParticipant and shall not lessen or affect the Company's or Subsidiary's rightto terminate the employment of such Participant.

15. Amendment or Termination of the Plan

The Plan shall continue until the earliest to occur of thefollowing: (a) termination of the Plan by the Board, (b) issuance of all of theShares reserved for issuance under the Plan, or (c) the tenth anniversary of theEffective Date. The Board may amend, alter or discontinue the Plan, but noamendment, alteration or discontinuation shall be made which (x) without theapproval of the shareholders of the Company, would (except as is provided inSection 12 of the Plan) increase the total number of Shares reserved for thepurposes of the Plan or (y) without the consent of a Participant, would impairany of the rights or obligations under any Option theretofore granted to suchParticipant under the Plan; provided, however, that the Committee may amend thePlan in such manner as it deems necessary to permit the granting of Optionsmeeting the requirements of the Code or other applicable laws.

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16. Tax Withholding

The Company shall have the right to withhold from aParticipant such withholding taxes as may be required by federal, state, localor other law, or to otherwise require the Participant to pay such withholdingtaxes. Unless the Committee specifies otherwise, a Participant may elect to paya portion or all of such withholding taxes by (a) delivery of Shares; providedthat such Shares have been held by the Participant for no less than six months(or such other period as established from time to time by the Committee orgenerally accepted accounting principles), or (b) having Shares equal to theminimum statutory withholding rate withheld by the Company from any Shares thatotherwise would have been received by the Participant.

17. International Participants

With respect to employees of the Company or any entity that,directly or indirectly, is controlled by the Company, and any entity in whichthe Company has a significant equity interest, in either case as determined bythe Committee, who reside or work outside the United States of America, theCommittee may, in its sole discretion, amend the terms of the Plan with respectto such employees in order to conform such terms with the provisions of locallaw, and the Committee may, where appropriate, establish one or more plans toreflect such amended or varied provisions.

18. Notices

All notices and other communications hereunder shall be inwriting and hand delivered or mailed by registered or certified mail (returnreceipt requested) or sent by any means of electronic message transmission withdelivery confirmed (by voice or otherwise) to the Company in care of its GeneralCounsel at:

Accenture Ltd 1661 Page Mill Road Palo Alto, CA 94304 Telecopy: (650) 213-2956 Attn: General Counsel

(or, if different, the then current principal business address of the dulyappointed General Counsel of the Company) and to the Participant at the addressappearing in the personnel records of the Company for the Participant or toeither party at such other address as either party hereto may hereafterdesignate in writing to the other. Any such notice shall be deemed effectiveupon receipt thereof by the addressee.

19. Choice of Law

The Plan shall be governed by and construed in accordance withthe laws of the State of New York without regard to the conflicts of lawsprovisions thereof.

20. Effectiveness of the Plan

The Plan shall be effective as of the Effective Date.

EXHIBIT II

ACCENTURE LIMITED 2001 SHARE INCENTIVE PLAN, AS OF JUNE 5, 2001

Exhibit 10.3

ACCENTURE LTD 2001 SHARE INCENTIVE PLAN

1. Purpose of the Plan

The purpose of the Plan is to aid the Company and its Affiliates in recruiting, retaining and rewarding key employees,Former Partners, Former U.S. Employees, directors, consultants or other Persons of outstanding ability and to motivate suchemployees, Former Partners, Former U.S. Employees, directors, consultants or Persons who perform services for the Company oran Affiliate to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting ofAwards. The Company expects that it will benefit from the added interest which such key employees, Former Partners, FormerU.S. Employees, directors, consultants or other Persons will have in the welfare of the Company as a result of their proprietaryinterest in the Company's success.

2. Definitions

The following capitalized terms used in the Plan have the respective meanings set forth in this Section:

(a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.

(b) Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with, theCompany or any other entity designated by the Board in which the Company or an Affiliate has an interest.

(c) Award: An Option, Share Appreciation Right or Other Share−Based Award granted pursuant to the Plan.

(d) Beneficial Owner: A "beneficial owner", as such term is defined in Rule 13d−3 under the Act (or any successorrule thereto).

(e) Board: The Board of Directors of the Company.

(f) Change in Control: The occurrence of any of the following events:

(i) any Person (other than (A) a Person holding securities representing 10% or more of the combined votingpower of the Company's outstanding securities as of the date that the Company completes an initial publicoffering (a "Pre−Existing Shareholder"), (B) the Company (if permitted by relevant law), any trustee or otherfiduciary holding securities under an employee benefit plan of the Company, or (C) any company owned, directlyor indirectly, by the shareholders of the Company in substantially the same proportions as their ownership ofshares of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company,representing (I) 20% or more of the combined voting power of the Company's then−outstanding securities and(II) more of the combined voting power of the Company's then−outstanding securities than the Pre−ExistingShareholders in the aggregate;

(ii) during any period of twenty−four consecutive months (not including any period prior to the date that theCompany completes an initial public offering), individuals who at the beginning of such period constitute theBoard, and any new director (other than a director nominated by any Person (other than the Board) who publiclyannounces an intention to take or to consider taking actions (including, but not limited to, an actual or threatenedproxy contest) which if consummated would constitute a Change in Control under (i), (iii) or (iv) of this Section2(f)) whose election by the Board or nomination for election by the Company's shareholders has been approvedby a vote of at least two−thirds of the directors then still in office who either were directors at the beginning ofthe period or whose election or nomination for election was previously so approved, cease for any reason toconstitute at least a majority thereof;

(iii) the consummation of any transaction or series of transactions resulting in a merger, consolidation oramalgamation, in which the Company is involved, other than a merger, consolidation or amalgamation whichwould result in the shareholders of the Company immediately prior thereto continuing to own (either byremaining outstanding or by being converted into voting securities of the surviving entity), in the sameproportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the votingsecurities of the Company or such surviving entity outstanding immediately after such merger, consolidation oramalgamation; or

(iv) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially allof the Company's assets.

(g) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.

(h) Committee: A committee of the Board that has been designated by the Board to administer the Plan.

(i) Company: Accenture Ltd, an exempted company registered in Bermuda under Number EC 30090.

(j) Effective Date: June 5, 2001.

(k) Fair Market Value: On a given date, (i) if there should be a public market for the Shares on such date, thearithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of theprincipal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares arenot listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid priceand per Share closing asked price on such date as quoted on the National Association of Securities DealersAutomated Quotation System (or such market in which such prices are regularly quoted) (the "NASDAQ"), or, ifno sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quotedon the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been soreported or quoted shall be used; provided that, in the event of an initial public offering of the Shares of theCompany, the Fair Market Value on the date of such initial public offering shall be the price at which the initialpublic offering was made; and (ii) if there should not be a public market for the Shares on such date, the FairMarket Value shall be the value established by the Committee in good faith.

(l) Former Partner: An individual who is a former partner of a predecessor of the Company, an Affiliate or apredecessor of an Affiliate.

(m) Former U.S. Employee: An individual who is a former employee of the Company or an Affiliate, or apredecessor of either the Company or an Affiliate, and who was primarily employed at a location inside theUnited States.

(n) Grant Price: The purchase price per Share under the terms of an Option, as determined pursuant to Section 6(a)of the Plan.

(o) ISO: An Option that is also an incentive stock option, as described in Section 422 of the Code, granted pursuantto Section 6(c) of the Plan.

(p) LSAR: A limited share appreciation right granted pursuant to Section 7(d) of the Plan.

(q) Option: A share option granted pursuant to Section 6 of the Plan.

(r) Other Share−Based Awards: Awards granted pursuant to Section 8 of the Plan.

(s) Participant: An employee, Former Partner, Former U.S. Employee, director, or consultant of, or any Person whoperforms services for, the Company or an Affiliate who is selected by the Committee to participate in the Plan.

(t) Person: A "person", as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successorsection thereto).

(u) Plan: The Accenture Ltd 2001 Share Incentive Plan.

(v) RSU: A restricted share unit, granted pursuant to Section 8 of the Plan, that represents the right to receive aShare.

(w) Shares: Class A common shares of the Company.

(x) Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan.

(y) Subsidiary: A "subsidiary corporation" as defined in Section 424(f) of the Code (or any successor sectionthereto).

3. Shares Subject to the Plan

The total number of Shares that may be used to satisfy Awards under the Plan is 375,000,000. The Shares may consist,in whole or in part, of unissued Shares or previously−issued Shares. The issuance or transfer of Shares or the payment of cash to aParticipant upon the exercise or payment of an Award shall reduce the total number of Shares available under the Plan, asapplicable. Shares that are subject to Awards which terminate, lapse or are cancelled may again be used to satisfy Awards underthe Plan.

4. Administration

The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part as itdetermines; provided, however, that the Board may, in its sole discretion, take any action designated to the Committee under thisPlan as it may deem necessary. The Committee may grant Awards under this Plan only to Participants; provided that Awards mayalso, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awardspreviously granted by the Company or its Affiliates or a company that becomes an Affiliate. The number of Shares underlyingsuch substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. TheCommittee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and tomake any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correctany defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deemsnecessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein,

shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, butnot limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority toestablish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms andconditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shallrequire payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes of any relevantjurisdiction as a result of the granting, vesting or exercise of an Award, the delivery of cash or Shares pursuant to an Award, orupon the sale of Shares acquired by the granting, vesting or exercise of an Award.

5. Limitations

No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretoforegranted may extend beyond that date.

6. Terms and Conditions of Options

Options granted under the Plan shall be, as determined by the Committee, non−qualified stock options or ISOs forUnited States federal income tax purposes (or other types of Options in jurisdictions outside the United States), as evidenced bythe related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such otherterms and conditions, not inconsistent therewith, as the Committee shall determine:

(a) Grant Price; Exercisability. Options granted under the Plan shall have a Grant Price, and shall be exercisable atsuch time and upon such terms and conditions, as may be determined by the Committee.

(b) Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may beexercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of thisSection 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is receivedby the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii) or(iii) in the following sentence. Except as otherwise provided in an Award agreement, the purchase price for theShares as to which an Option is exercised shall be paid in full at the time of exercise at the election of theParticipant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, bytransferring Shares having a Fair Market Value equal to the aggregate Grant Price for the Shares being purchasedto a nominee of the Company and satisfying such other requirements as may be imposed by the Committee;provided, that such Shares have been held by the Participant for no less than six months (or such other period asestablished from time to time by the Committee or generally accepted accounting principles), (iii) partly in cashand, to the extent permitted by the Committee, partly in such Shares or (iv) through the delivery of irrevocableinstructions to a broker to sell Shares obtained upon the exercise of the Option and deliver promptly to theCompany an amount out of the proceeds of such sale equal to the aggregate Grant Price for the Shares beingpurchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect toShares subject to an Option until the Participant has given written notice of exercise of the Option, the Participanthas paid in full for such Shares, the Shares in question have been registered in the Company's register ofshareholders and, if applicable, the Participant has satisfied any other conditions imposed by the Committeepursuant to the Plan.

(c) ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. No ISO shall have a perShare Grant Price of less than the Fair Market Value of a Share on the date granted or have a term in excess often years; provided, however, that no ISO may be granted to any Participant who at the time of such grant, ownsmore than ten percent of the total combined voting power of all classes of shares of the Company or of anySubsidiary, unless (i) the Grant Price for such ISO is at least 110% of the Fair Market Value of a Share on thedate the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day precedingthe fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquiredupon the exercise of an ISO either (A) within two years after the date of grant of such ISO or (B) within one yearafter the transfer of such Shares to the Participant, shall notify the Company of such disposition and of theamount realized upon such disposition.

(d) Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay theGrant Price by delivering Shares to a nominee of the Company, the Participant may, subject to proceduressatisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership ofsuch Shares, in which case the Company shall treat the Option as exercised without further payment and shallwithhold such number of Shares from the Shares acquired by the exercise of the Option.

7. Terms and Conditions of Share Appreciation Rights

(a) Grants. The Committee also may grant (i) a Share Appreciation Right independent of an Option or (ii) a ShareAppreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right grantedpursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or atany time prior to the exercise or cancellation of the related Option, (B) shall cover the same Shares covered by anOption (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the sameterms and conditions as such Option except for such additional limitations as are contemplated by this Section 7(or such additional limitations as may be included in an Award agreement).

(b)

Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by theCommittee. Each Share Appreciation Right granted independent of an Option shall entitle a Participant uponexercise to a payment from the Company of an amount equal to (i) the excess of (A) the Fair Market Value onthe exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered bythe Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portionthereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof,and to receive from the Company in exchange therefor an amount equal to (I) the excess of (x) the Fair MarketValue on the exercise date of one Share over (y) the Grant Price per Share, times (II) the number of Sharescovered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by theCompany shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly incash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. If thepayment is made, in whole or in part, in newly issued Shares, the Participant shall agree to pay to the Companythe aggregate par value of such Shares. Share Appreciation Rights may be exercised from time to time uponactual receipt by the Company of written notice of exercise stating the number of Shares with respect to whichthe Share Appreciation Right is being exercised. No fractional Shares will be issued in payment for ShareAppreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, thenumber of Shares will be rounded downward to the next whole Share.

(c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability ortransferability of Share Appreciation Rights as it may deem fit.

(d) Limited Share Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrenceof specified contingent events. Such LSARs may provide for a different method of determining appreciation,specify that payment will be made only in cash and provide that any related Awards are not exercisable whilesuch LSARs are exercisable. Unless the context otherwise requires, whenever the term "Share AppreciationRight" is used in the Plan, such term shall include LSARs.

8. Other Share−Based Awards

The Committee, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares, Awards of RSUs andother Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares("Other Share−Based Awards"). Such Other Share−Based Awards shall be in such form, and dependent on such conditions, as theCommittee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value ofsuch Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment ofperformance objectives. Other Share−Based Awards may be granted alone or in addition to any other Awards granted under thePlan. Subject to the provisions of the Plan, the Committee shall determine: (i) to whom and when Other Share−Based Awards willbe made; (ii) the number of Shares to be awarded under (or otherwise related to) such Other Share−Based Awards; (iii) whethersuch Other Share−Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (iv) all other terms andconditions of such Other Share−Based Awards (including, without limitation, the vesting provisions thereof and provisionsensuring that all Shares so awarded and issued shall be fully paid and non−assessable). If any Award is satisfied, in whole or inpart, in newly issued Shares, it will be a condition of issue that the Participant agrees to pay to the Company the aggregate parvalue of such Shares.

9. Adjustments Upon Certain Events

Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awardsgranted under the Plan:

(a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Sharedividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin−off or combinationtransaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares otherthan regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion andwithout liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to(i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan orpursuant to outstanding Awards, (ii) the Grant Price or exercise price of any Share Appreciation Right and/or (iii)any other affected terms of any Award.

(b) Change in Control. In the event of a Change in Control after the Effective Date, the Committee may, in its solediscretion, provide for the termination of an Award upon the consummation of the Change in Control and (x) thepayment of a cash amount in exchange for the cancellation of an Award which, in the case of Options and ShareAppreciation Rights, may equal the excess, if any, of the Fair Market Value of the Shares subject to such Optionsor Share Appreciation Rights over the aggregate exercise price of such Options or Share Appreciation Rights,and/or (y) the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of anyaffected Awards previously granted hereunder.

10. No Right to Employment or Awards

The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue theemployment or service or consulting relationship of a Participant and shall not lessen or affect the Company's or Affiliate's right toterminate the employment or service or consulting relationship of such Participant. No Participant or other person shall have anyclaim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries ofAwards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need

not be the same with respect to each Participant (whether or not such Participants are similarly situated).

11. Successors and Assigns

The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation,the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy orrepresentative of the Participant's creditors.

12. Nontransferability of Awards

Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participantother than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may beexercised by the legatees, personal representatives or distributees of the Participant.

13. Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be madewhich (a) without the approval of the shareholders of the Company, would (except as provided in Section 9 of the Plan) increasethe total number of Shares reserved for the purposes of the Plan, or (b) without the consent of a Participant, would diminish any ofthe rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that theCommittee may amend the Plan in such manner as it deems necessary to permit Awards to meet the requirements of the Code orother applicable laws.

14. International Participants

With respect to Participants who reside or work outside the United States of America, the Committee may, in its solediscretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with theprovisions of local law, and the Committee may, where appropriate, establish one or more sub−plans to reflect such amended orvaried provisions.

15. Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New York without regard toconflicts of laws.

16. Effectiveness of the Plan

The Plan shall be effective as of the Effective Date, subject to the approval of the shareholders of the Company.

EXHIBIT III

INFORMATION STATEMENT FILED (BY ACCENTURE SCA) WITH THE SEC ON OCTOBER 26, 2006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14C SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

Preliminary Information Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

Definitive Information Statement

Accenture SCA (Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

1) Amount previously paid:

2) Form, schedule or registration statement no.:

3) Filing party:

4) Date filed:

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ACCENTURE SCA

Notice of General Meeting of Shareholders to be held on November 15, 2006

The shareholders of Accenture SCA, a Luxembourg partnership limited by shares registered with the Luxembourg Trade and Companies Register under the number B 79 874, with registered and principal executive offices at 46A, avenue JF Kennedy, L-1855 Luxembourg (“Accenture SCA”), are cordially invited to attend the

GENERAL MEETING

which will be held on November 15, 2006, at 12:00 noon, local time, at the offices of Allen & Overy Luxembourg at 58, rue Charles Martel, L-2134 Luxembourg with the following agenda:

The foregoing items of business are more fully described in the information statement accompanying this notice.

Shareholders may obtain, free of charge, copies of (a) the balance sheet, (b) the profit and loss accounts, (c) the notes to the accounts, (d) the list of securities held by Accenture SCA, (e) the list of shareholders, if any, who have not fully paid up their shares with an indication of the number of shares and their contact details, (f) the report of the general partner and (g) the report of the commissaire aux comptes, by making a written request to the general partner at Accenture Ltd, 1661 Page Mill Road, Palo Alto, California 94304, United States of America, Attention: Secretary or at Accenture’s registered office at 46A, avenue JF Kennedy, L-1855 in Luxembourg.

The general partner has fixed the close of business in Luxembourg on October 5, 2006, as the record date for the determination of shareholders entitled to notice of, and to vote at, the meeting. This means that only those persons who were registered holders of Accenture SCA Class I common shares, Class II common shares or Class III common shares (including the Class III letter shares) at the close of business in Luxembourg on that date will be entitled to receive notice of the meeting and to attend and vote at the meeting.

The general partner is not asking you for a proxy in connection with the General Meeting and you are requested not to send us a proxy.

ACCENTURE LTD, acting as general partner of Accenture SCA

Dated: October 26, 2006

1. Presentation of (i) the report on the annual accounts issued by the general partner and (ii) the report of the commissaire aux comptes of Accenture SCA;

2. Approval of (i) the balance sheet, (ii) the profit and loss accounts and (iii) the notes to the accounts as of and for the year ended August 31, 2006.

3. Allocation of the results of Accenture SCA as of and for the year ended August 31, 2006 and, without prejudice to the terms of article 5 paragraph 5 of Accenture SCA’s Articles of Association, declaration of a cash dividend in a per share amount of USD $0.35 to each holder of a Class I common share of Accenture SCA of record as of October 5, 2006 and authorization to the general partner to determine any applicable terms in respect of the payment of the dividend;

4. Discharge of the general partner, the commissaire aux comptes and the supervisory board in connection with the fiscal year ended August 31, 2006;

5. Appointment of the members of the supervisory board;

6. Reappointment of the commissaire aux comptes of Accenture SCA;

7. Reappointment of KPMG LLP as the independent auditor of Accenture SCA, subject to approval by the Audit Committee of the general partner of the engagement of KPMG LLP as the independent auditor of Accenture SCA; and

8. Acknowledgement of the recording of the reclassification of (i) 43,190,837 Class I common shares into Class III common shares of Accenture SCA in the period from July 1, 2005 up to and including November 10, 2005 and (ii) 27,487,026 Class I common shares into Class III common shares of Accenture SCA in the period from November 11, 2005 up to and including October 5, 2006.

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TABLE OF CONTENTS

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PageGeneral Information 3Items of Business for the General Meeting 4Directors and Executive Officers 5Certain Relationships and Related Transactions 9Compensation of Executive Officers and Directors 10Section 16(A) Beneficial Ownership Reporting Compliance 12Security Ownership of Certain Beneficial Owners and Management 13Independent Auditors’ Fees 15Other Matters 15

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INFORMATION STATEMENT

GENERAL INFORMATION

WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

DATE, TIME AND PLACE

This information statement is provided to the shareholders of Accenture SCA, a Luxembourg partnership limited by shares with registered and principal executive offices at 46A, avenue JF Kennedy, L-1855 Luxembourg (“Accenture SCA”), in connection with the General Meeting of Accenture SCA’s shareholders to be held at 12:00 noon local time on November 15, 2006 (the “General Meeting”). The General Meeting will be held at the offices of Allen & Overy Luxembourg at 58, rue Charles Martel, L-2134 Luxembourg. This information statement is being sent to shareholders on or about October 26, 2006.

WHO CAN VOTE; VOTES PER SHARE

All persons who are registered holders of Accenture SCA Class I common shares, Class II common shares or Class III common shares (together with the Class III letter shares, the “Class III common shares”) at the close of business in Luxembourg on October 5, 2006 are shareholders of record for the purposes of the General Meeting and will be entitled to vote at the General Meeting. As of the close of business on that date, there were outstanding 249,233,436 Class I common shares held by 1,811 shareholders of record, 470,958,308 Class II common shares, all of which are held by Accenture Ltd, the general partner of Accenture SCA, and 537,209,861 Class III common shares (which number does not include issued shares held by Accenture SCA and/or its subsidiaries), all of which are also held by Accenture Ltd. These shareholders of record will be entitled to one vote per Class I common share, Class II common share and Class III common share on all matters submitted to a vote of shareholders, so long as those votes are represented at the General Meeting. Your shares will be represented if you attend and vote at the General Meeting in person or by proxy.

QUORUM AND VOTING REQUIREMENTS

There are eight ordinary items to be considered at the General Meeting.

Under Luxembourg law and Accenture SCA’s Articles of Association, there are no quorum requirements for ordinary items on the agenda of a General Meeting. In order to be approved, ordinary items being considered require the affirmative vote of a majority of the votes cast.

The general partner of Accenture SCA, Accenture Ltd, intends to vote all of the Class II common shares and Class III common shares that it holds in favor of approving each of the proposals to be voted upon at the General Meeting. Accenture Ltd holds 80.2% of the aggregate outstanding Accenture SCA Class I common shares, Class II common shares and Class III common shares, and therefore will have the power, acting by itself, to approve all matters scheduled to be voted upon at the General Meeting.

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ITEMS OF BUSINESS FOR THE GENERAL MEETING

The agenda for the General Meeting includes the following items of business:

ITEM NO. 1 — PRESENTATION OF THE ANNUAL ACCOUNTS AND REPORT OF THE COMMISSAIRE AUX COMPTES

At the General Meeting, shareholders will be presented the report on the annual accounts issued by the general partner and the report of the commissaire aux comptes.

ITEM NO. 2 — APPROVAL OF THE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED AUGUST 31, 2006

At the General Meeting, shareholders of Accenture SCA will vote on the approval of the balance sheet, the profit and loss accounts, the notes to the accounts and the allocation of the results of Accenture SCA as of and for the year ended August 31, 2006.

ITEM NO. 3 — ALLOCATION OF THE RESULTS OF ACCENTURE SCA AS OF AND FOR THE YEAR ENDED AUGUST 31, 2006 AND DECLARATION OF A PER SHARE CASH DIVIDEND OF USD $0.35 ON CLASS I COMMON SHARES

At the General Meeting, the shareholders of Accenture SCA will vote on the question of whether to authorize the payment of a per share cash dividend of USD $0.35 on the Class I common shares to shareholders of record as of October 5, 2006, in the manner provided in Article 5 of Accenture SCA’s Consolidated Updated Articles of Association.

Following the allocation of net profits to the payment of any dividend voted on above, the balance of the net profits will be allocated to the distributable reserves of Accenture SCA.

ITEM NO. 4 — DISCHARGE OF THE GENERAL PARTNER, COMMISSAIRE AUX COMPTES AND SUPERVISORY BOARD

At the General Meeting, shareholders of Accenture SCA will vote on the discharge of the general partner, the commissaire aux comptes and the supervisory board in connection with the fiscal year ended August 31, 2006.

ITEM NO. 5 — APPOINTMENT OF MEMBERS OF THE SUPERVISORY BOARD

At the General Meeting, shareholders of Accenture SCA will vote on the appointment of the members of its supervisory board. The general partner, Accenture Ltd, has nominated for appointment to the supervisory board the following three persons to serve for the ensuing year until the next general meeting of shareholders:

William D. Green Stephen J. Rohleder Carlos Vidal

William D. Green and Carlos Vidal currently serve on the supervisory board.

Accenture SCA has no board of directors or officers. Accenture Ltd, as the sole general partner of Accenture SCA, is vested by Accenture SCA’s Articles of Association with the management of Accenture SCA and is in charge of Accenture SCA’s management and operations.

ITEM NO. 6 — APPOINTMENT OF THE COMMISSAIRE AUX COMPTES OF ACCENTURE SCA

At the General Meeting, the shareholders of Accenture SCA will vote on the reappointment of the Financial Controller (“commissaire aux comptes”) of Accenture SCA located at 46A, avenue JF Kennedy, L-1855 Luxembourg for the fiscal year ended August 31, 2007. The Financial Controller will have certain bookkeeping responsibilities, including the preparation and presentation of local statutory unconsolidated accounts as required by Luxembourg law. The Financial Controller is not expected to attend the Annual General Meeting.

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ITEM NO. 7 — REAPPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF ACCENTURE SCA

At the General Meeting, the shareholders of Accenture SCA will vote on the reappointment of KPMG LLP as independent auditors of the Accenture group’s consolidated accounts for the fiscal year ending August 31, 2007, subject to the approval by the Audit Committee of the general partner of the engagement of KPMG LLP as the independent auditor of Accenture SCA. No representative of KPMG LLP is expected to attend the General Meeting.

The shareholders will also vote on any other business that properly comes before the General Meeting.

ITEM NO. 8 — ACKNOWLEDGEMENT OF THE RECORDING OF THE RECLASSIFICATION OF CLASS I SHARES INTO CLASS III SHARES

At the General Meeting, the shareholders of Accenture SCA will acknowledge the recording made by representatives of Accenture Ltd, as the sole general partner of Accenture SCA, of the reclassification of (i) 43,190,837 Class I common shares into Class III common shares of Accenture SCA in the period from July 1, 2005 up to and including November 10, 2005 and (ii) 27,487,026 Class I common shares into Class III common shares of Accenture SCA in the period from November 11, 2005 up to and including October 5, 2006.

DIRECTORS AND EXECUTIVE OFFICERS

Director Biographies

Accenture SCA does not have any directors or executive officers. One of the nominees for appointment to Accenture SCA’s supervisory board is a director and executive officer of Accenture SCA’s general partner, Accenture Ltd, and one of the nominees is an executive officer of Accenture Ltd. Set forth below is information related to the supervisory board nominees and the directors and executive officers of Accenture Ltd. William D. Green and Carlos Vidal currently serve on the supervisory board.

Supervisory Board Nominees

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William D. Green 53 years old Chairman of the Board of Directors

William D. Green became chairman of the Board of Directors of Accenture Ltd on August 31, 2006, and has been its chief executive officer since September 2004 and a director since June 2001. From March 2003 to August 2004 he was its chief operating officer—Client Services, and from August 2000 to August 2004 he was its country managing director, United States. Mr. Green has been with Accenture for 28 years and has been a member of Accenture SCA’s supervisory board since July 2001. His current term as a director of Accenture Ltd expires at the annual general meeting of shareholders in 2009.

Stephen J. Rohleder 49 years old

Stephen J. Rohleder has been chief operating officer of Accenture Ltd since September 2004. From March 2003 to September 2004, he was its group chief executive—Government operating group. From March 2000 to March 2003, he was managing partner of its Government operating group in the United States. Mr. Rohleder has been with Accenture for 25 years.

Carlos Vidal 52 years old

Carlos Vidal was a director of Accenture Ltd from February 2003 until February 2006. He has been its chair—Senior Executive Income Committee since March 2003 and managing director—Geographic Strategy & Operations since September 2004. In addition, Mr. Vidal was its country managing director, Spain from December 1998 until 2004 and has been chairman of its geographic council for Spain, Portugal, South Africa, Nigeria and Israel since 2000. From March 2000 until September 2004, he was its managing partner—Financial Services, NEWS operating unit (which included, at the time, the United Kingdom, Ireland, Italy, Greece, Eastern Europe, Latin America, Spain and Portugal). Mr. Vidal has been with Accenture for 31 years and has been a member of Accenture SCA’s supervisory board since January 2002.

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Other Current Directors of Accenture Ltd Dina Dublon 53 years old Chair, Finance Committee

Dina Dublon has been a director of Accenture Ltd since October 2001. From December 1998 until December 2004, she was chief financial officer of J.P. Morgan Chase & Co. and its predecessor company. Prior to being named chief financial officer, she held numerous other positions, including corporate treasurer, managing director of the Financial Institutions Division and head of asset liability management. She is a director of Microsoft Corp., PepsiCo, Inc. and Greenstone Media. She is a trustee of Carnegie Mellon University, the Global Fund for Women and the Women’s Commission for Refugee Women & Children. Ms. Dublon’s current term as director expires at Accenture Ltd’s annual general meeting of shareholders in 2009.

Dennis F. Hightower 64 years old Member, Compensation Committee Member, Nominating & Governance Committee

Dennis F. Hightower has been a director of Accenture Ltd since November 2003. From May 2000 until his retirement in March 2001, he was chief executive officer of Europe Online Networks S.A., a Luxembourg-based Internet services provider. He is a director of Domino’s Inc., Northwest Airlines Corporation and The TJX Companies Inc. Mr. Hightower’s current term as director expires at Accenture Ltd’s annual general meeting of shareholders in 2007.

Nobuyuki Idei 68 years old Member, Nominating & Governance Committee

Nobuyuki Idei has been a director of Accenture Ltd since February 2006. Since June 2005, Mr. Idei has been chief corporate advisor of Sony Corporation. From June 2000 until June 2005, Mr. Idei was chairman and chief executive officer of Sony Corporation, and from June 1999 until June 2000, he was president and chief executive officer of Sony Corporation. Mr. Idei serves as Vice Chairman of Nippon Keidanren (Japan Business Federation). Mr. Idei was appointed as a director upon the recommendation of Accenture Ltd’s Nominating & Governance Committee and will stand for election at its annual general meeting of shareholders in 2007.

William L. Kimsey 64 years old Member, Audit Committee

William L. Kimsey has been a director of Accenture Ltd since November 2003. From October 1998 until his retirement in September 2002, Mr. Kimsey was global chief executive officer of Ernst & Young Global. He is a director of Western Digital Corporation, Royal Caribbean Cruises Ltd and NAVTEQ Corporation. Mr. Kimsey’s current term as director expires at Accenture Ltd’s annual general meeting of shareholders in 2007.

Robert I. Lipp 68 years old Member, Audit Committee

Robert I. Lipp has been a director of Accenture Ltd since October 2001. Since September 2005, Mr. Lipp has been a senior advisor at J.P. Morgan Chase & Co, and from April 2004 to September 2005, he was executive chairman of St. Paul Travelers Companies, Inc. From December 2001 to April 2004, Mr. Lipp was chairman and chief executive officer of Travelers Property Casualty Corp. Mr. Lipp also served as chairman of the Board of Directors of Travelers Property Casualty Corp. from 1996 to 2000 and from January 2001 to October 2001. During 2000 he was a vice-chairman and member of the office of the chairman of Citigroup. Mr. Lipp is a director of St. Paul Travelers Companies, Inc. and JP Morgan Chase & Co. Mr. Lipp’s current term as director expires at Accenture Ltd’s annual general meeting of shareholders in 2007.

Marjorie Magner 57 years old Member, Compensation Committee Member, Finance Committee

Marjorie Magner has been a director of Accenture Ltd since February 2006. Ms. Magner is the former chairman and chief executive officer, Global Consumer Group, of Citigroup, Inc. Ms. Magner held various positions within Citigroup, including chief operating officer, Global Consumer Group, from April 2002 to August 2003 and chief administrative officer and senior executive vice president from January 2000 to April 2002. Ms. Magner currently serves on the Compensation and Finance Committees of Accenture Ltd’s Board of Directors. Ms. Magner was appointed as a director upon the recommendation of Accenture Ltd’s Nominating & Governance Committee and will stand for election at its annual general meeting of shareholders in 2007.

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Audit Committee of Accenture Ltd

The Audit Committee of Accenture Ltd, which has been established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended, consists of three of Accenture Ltd’s non-management directors: Blythe J. McGarvie, who is chairwoman of the committee, William L. Kimsey and Robert I. Lipp. The Board of Directors of Accenture Ltd has determined that each of the committee members meets the independence standards set forth in Accenture’s Corporate Governance Guidelines, as well as the current independence and financial experience requirements of the New York Stock Exchange. In addition, the Board of Directors of Accenture Ltd has determined that each of Ms. McGarvie and Mr. Kimsey is a “financial expert” within the meaning of the current rules of the Securities and Exchange Commission.

Executive Officers of Accenture Ltd

Kevin Campbell, 46, became Accenture Ltd’s group chief executive—Outsourcing in September 2006, after serving as its senior managing director—Business Process Outsourcing beginning in February 2005. Previously, he served as the vice president of global sales at Hewitt Associates from September 2004 to February 2005, and as president and chief operating officer of Exult Inc. from May 2000 to September 2004, when Exult merged with Hewitt. Mr. Campbell was previously employed by Accenture from 1982 until 1999.

Gianfranco Casati, 47, became Accenture Ltd’s group chief executive—Products operating group in September 2006. From April 2002 to September 2006, Mr. Casati was managing director of the Products operating group’s Europe operating unit. He also served as Accenture’s country managing director for Italy and as chairman of its geographic council in its IGEM (Italy, Greece, emerging markets) region, supervising Accenture offices in Italy, Greece and several Eastern European countries. Mr. Casati has been with Accenture for 22 years.

Martin I. Cole, 50, became Accenture Ltd’s group chief executive—Communications & High Tech operating group in September 2006, after serving as its group chief executive—Government operating group from September 2004 to September 2006. From September 2000 to August 2004, he served in leadership roles in its outsourcing group, including serving as global managing partner of its Outsourcing & Infrastructure Delivery group. Mr. Cole has been with Accenture for 26 years.

Anthony G. Coughlan, 49, has been Accenture Ltd’s principal accounting officer since September 2004 and its controller since September 2001. Mr. Coughlan has been with Accenture for 28 years.

Blythe J. McGarvie 49 years old Chair, Audit Committee

Blythe J. McGarvie has been a director of Accenture Ltd since October 2001. Since January 2003, she has been president of Leadership for International Finance, LLC, a firm that focuses on improving clients’ financial positions and providing leadership seminars for corporate and academic groups. From July 1999 to December 2002, she was executive vice president and chief financial officer of BIC Group. She is a member of the Board of Directors of The Pepsi Bottling Group, Inc. and The St. Paul Travelers Companies, Inc. Ms. McGarvie’s current term as director expires at Accenture Ltd’s annual general meeting of shareholders in 2008.

Sir Mark Moody-Stuart 66 years old Chair, Compensation Committee Member, Finance Committee Lead Outside Director

Sir Mark Moody-Stuart has been a director of Accenture Ltd since October 2001 and Accenture Ltd’s Lead Outside Director since November 2002. He has been chairman of AngloAmerican plc since July 2002, and is former chairman of The Shell Transport and Trading Company and former chairman of the Committee of Managing Directors of the Royal Dutch/Shell Group of Companies. Sir Mark has also been a director of HSBC Holdings PLC since March 2001. Sir Mark’s current term as director expires at Accenture Ltd’s annual general meeting of shareholders in 2008.

Wulf von Schimmelmann 59 years old Chair, Nominating & Governance Committee

Wulf von Schimmelmann has been a director of Accenture Ltd since October 2001. Since February 1999, Mr. von Schimmelmann has been chief executive officer of Deutsche Postbank AG, Germany’s largest independent retail bank. He is also a member of the Board of Directors of Deutsche Post World Net Group, Deutsche Telekom AG, Tchibo Holding AG and Altadis, S.A. Mr. von Schimmelmann’s current term as director expires at Accenture Ltd’s annual general meeting of shareholders in 2007.

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Pamela J. Craig, 49, is currently Accenture Ltd’s senior vice president—Finance, a position which she has held since March 2004. She will become its chief financial officer on October 31, 2006. Previously, Ms. Craig was its group director—Business Operations & Services from March 2003 to March 2004, and was its managing partner—Global Business Operations from June 2001 to March 2003. Ms. Craig has served as a director of Avanade Inc. since February 2006, and is a member of its Audit Committee. Ms. Craig has been with Accenture for 24 years.

Karl-Heinz Flöther, 54, has been Accenture Ltd’s group chief executive—Systems Integration, Technology & Delivery since May 2005. From December 1999 to May 2005 he was its group chief executive—Financial Services operating group. In addition, Mr. Flöther served as one of its directors from June 2001 to February 2003, and is currently a director of Avanade Inc. Mr. Flöther has been with Accenture for 27 years.

Mark Foster, 47, became Accenture Ltd’s group chief executive—Business Consulting & Integrated Markets in September 2006. Prior to that, Mr. Foster served as its group chief executive—Products operating group from March 2002 to September 2006. From September 2000 to March 2002, he was managing partner of its Products operating group in Europe. Mr. Foster has been with Accenture for 22 years.

Robert N. Frerichs, 54, has been Accenture Ltd’s chief quality & risk officer since September 2004. From November 2003 to September 2004, he was chief operating officer of its Communication & High Tech operating group. From August 2001 to November 2003, he led the market maker team for its Communications & High Tech operating group. Prior to these roles, Mr. Frerichs held numerous leadership positions within its Communications & High Tech operating group. He currently serves on the Board of Directors of Avanade Inc., and is chairman of its Audit Committee. Mr. Frerichs has been with Accenture for 30 years.

William D. Green, 53, became chairman of the Board of Directors of Accenture Ltd on August 31, 2006, and has been its chief executive officer since September 2004 and a director since June 2001. From March 2003 to August 2004 he was its chief operating officer—Client Services, and from August 2000 to August 2004 he was its country managing director, United States. Mr. Green has been with Accenture for 28 years.

Adrian Lajtha, 49, has been Accenture Ltd’s group chief executive—Financial Services operating group since May 2005. From February 2000 to May 2005 he was managing partner of its Financial Services operating group in the United Kingdom and Ireland. Mr. Lajtha has been with Accenture for 27 years.

Lisa M. Mascolo, 46, became Accenture Ltd’s group chief executive—Government operating group in September 2006. She has served in leadership roles in its Government operating group since 2001, including serving as managing director of its USA Government operating unit and managing partner of Accenture’s US Federal Government business. Ms. Mascolo has been with Accenture for 24 years.

Michael G. McGrath, 60, has been Accenture Ltd’s chief financial officer since July 2004. From November 2001 to July 2004 he was its chief risk officer. He was its treasurer from June 2001 to November 2001. From September 1997 to June 2001, Mr. McGrath was its chief financial officer. Mr. McGrath will assume the role of international chairman of Accenture Ltd on October 31, 2006. Effective as of that date, he will be succeeded as chief financial officer by Pamela J. Craig. Mr. McGrath has been with Accenture for 33 years.

Stephen J. Rohleder, 49, has been Accenture Ltd’s chief operating officer since September 2004. From March 2003 to September 2004, he was its group chief executive—Government operating group. From March 2000 to March 2003, he was managing partner of its Government operating group in the United States. Mr. Rohleder has been with Accenture for 25 years.

Douglas G. Scrivner, 55, has been Accenture Ltd’s general counsel and secretary since January 1996 and its compliance officer since September 2001. Mr. Scrivner has been with Accenture for 26 years.

Alexander M. van ’t Noordende, 43, became Accenture Ltd’s group chief executive—Resources operating group in September 2006. Prior to assuming that role, he led its Resources operating group in Southern Europe, Africa, the Middle East and Latin America, and has served as managing partner of the Resources operating group in France, Belgium and the Netherlands. From 2001 until September 2006, Mr. van ’t Noordende served as its country managing director for the Netherlands. Mr. van’t Noordende has been with Accenture for 19 years.

Code of Business Ethics of Accenture Ltd

A copy of Accenture Ltd’s Corporate Governance Guidelines (including its independence standards) and its Code of Business Ethics can be found in the Corporate Governance section of Accenture Ltd’s website (www.accenture.com). If the Board of Directors of Accenture Ltd grants any waivers from its Code of Business Ethics to any of its directors or officers, or if it amends its Code of Business Ethics, Accenture Ltd will disclose these matters through the Investor Relations section of its website (http://investor.accenture.com). Printed copies of all of these materials are also available upon written request to

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Accenture Ltd’s Investor Relations Group.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Senior Executive Liquidity Arrangements

In fiscal 2005, Accenture Ltd developed and announced a new, broader career model for its highest-level executives that replaces the internal use of the “partner” title with the more comprehensive “senior executive” title.

Accenture Ltd and the supervisory board of Accenture SCA have approved the pledge of covered shares to Citigroup Global Markets, Inc. (“Citigroup”) to secure personal loans to Accenture senior executives and former senior executives (excluding Accenture Ltd’s directors or executive officers) in amounts agreed by Citigroup and its borrowers. As a condition to obtaining the right to make these personal loans, Citigroup has agreed to take all covered shares pledged subject to the transfer restrictions imposed on pledging senior executives or former senior executives pursuant to the provisions contained in Accenture’s various charter documents. Consequently, foreclosures by Citigroup on those pledged shares and any subsequent sales of those shares by Citigroup are restricted to the same extent they would be in the hands of the pledging senior executives or former senior executives.

Senior Executive Tax Costs

Accenture Ltd has informed certain of its senior executives that if a senior executive reports for tax purposes the transactions involved in connection with our transition to a corporate structure, it will provide a legal defense to that individual if his or her reporting position is challenged by the relevant tax authority. In the event such a defense is unsuccessful, and the senior executive is then subject to extraordinary financial disadvantage, it will review these circumstances for that individual and find an appropriate way to avoid severe financial damage to that individual.

Transactions with Directors and Executive Officers

Accenture employs Berthold von Schimmelmann, the son of Accenture Ltd non-management director Wulf von Schimmelmann. In fiscal 2006, Berthold von Schimmelmann received cash compensation of approximately $72,000. Todd W. Singleton, the spouse of Lisa M. Mascolo, one of Accenture Ltd’s executive officers, is employed by Accenture as a senior executive in its Outsourcing group. Mr. Singleton has been an employee of Accenture for 18 years and a senior executive for 8 years. In fiscal 2006, he received cash compensation of approximately $377,000 and an equity grant of 308 restricted share units.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Summary Compensation Table

The following table sets forth, for fiscal years 2006, 2005 and 2004, the compensation for the Chief Executive Officer and for each of the four most highly compensated executive officers of Accenture Ltd, other than the Chief Executive Officer, serving as executive officers at the end of fiscal 2006. These five persons are referred to, collectively, as the “Named Executive Officers.”

Compensation Committee Interlocks

Accenture Ltd does not have any compensation committee interlocks. Accenture Ltd’s Compensation Committee is comprised solely of independent directors: Sir Mark Moody-Stuart, who is chairman of the committee, Dennis F. Hightower and Marjorie Magner.

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Annual Compensation Long-Term Compensation Awards Restricted Securities Other Annual Share Unit Underlying All Other Salary Bonus Compensation Award(s) Options Compensation Year ($) ($)(1) (#)(4) ($)(5) (#) ($)William D. Green 2006 2,340,000 272,000 — 6,073,268 30,720(6) —

Chief Executive Officer 2005 2,107,500 199,362 — 3,749,990 — — 2004 1,639,500 79,282 — — — —Michael G. McGrath 2006 1,913,977 1,325,550(2) — — — —

Chief Financial Officer 2005 1,785,808 1,122,929(3) — — 27,335 — 2004 1,451,535 66,066 — — — —Mark Foster 2006 2,308,875 189,023 — 1,906,206 — —

Group Chief Executive— Products Operating Group 2005 2,211,040 202,612 — 1,874,995 32,529 —

2004 1,557,748 72,350 — — — —Karl-Heinz Flöther 2006 3,781,899 185,756 — 1,906,206 — —

Group Chief Executive— 2005 2,063,106 191,609 — 1,874,995 28,975 —Technology & Delivery 2004 1,482,226 71,638 — — — —

Diego Visconti 2006 1,995,154 167,180 — 1,906,206 — —Group Chief Executive—

Communications & 2005 1,648,930 166,604 — 1,874,995 25,968 —High Tech Operating Group 2004 1,302,130 80,556 — — — —

(1) Except as otherwise indicated, consists of variable compensation payments.

(2) Includes a cash incentive bonus of $1,170,000 in connection with Mr. McGrath’s July 12, 2004 appointment and continued service as chief financial officer of Accenture Ltd.

(3) Includes a cash incentive bonus of $967,500 in connection with Mr. McGrath’s July 12, 2004 appointment and continued service as chief financial officer of Accenture Ltd.

(4) The aggregate amount of perquisites and other personal benefits, securities or property received by any Named Executive Officer does not exceed $50,000.

(5) On December 1, 2005, each of Messrs. Green, Foster, Flöther and Visconti was granted a performance-based award of restricted share units. Mr. Green received an award of 206,896 restricted share units and each of Mssrs. Foster, Flöther and Visconti received an award of 64,655 restricted share units. These restricted share units may vest, in whole or in part, after the end of Accenture’s fiscal year ending August 31, 2008. The vesting schedule for the award is based on the achievement of certain targets for the period starting on September 1, 2005 and ending on August 31, 2008 (the “Performance Period”), and vests based on two different sets of performance criteria. Up to 50% of the award will vest, in whole or in part, based upon Accenture’s total shareholder return, as compared to a group of peer companies during the Performance Period. The remaining 50% of the award will vest, in whole or in part, based upon the achievement of operating income targets by Accenture for the Performance Period. If dividends are declared on Accenture Ltd Class A common shares while the restricted share units are outstanding, the number of restricted share units to be granted will be adjusted to reflect the payment of such dividends. At August 31, 2006, the value of Mr. Green’s award was $6,136,535, and the value of each award granted to Mssrs. Foster, Flöther and Visconti was $1,917,667, based upon the last reported price of Accenture Ltd Class A common shares on that date.

(6) Indicates the number of Accenture Ltd Class A common shares underlying options granted to Mr. Green on October 27, 2005. For more information on the option grant see “— Option Grants in Last Fiscal Year.”

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Compensation of Executive Officers

For fiscal 2006, the compensation of Accenture Ltd’s chief executive officer was determined by the Compensation Committee of the Board of Directors of Accenture Ltd. The compensation of Accenture Ltd’s other senior executives, including the compensation of the executive officers, was determined based on the “unit” level of these senior executives and on amounts budgeted for senior executive compensation. Relative levels of compensation, or unit allocation, were determined by a committee that includes the chief executive officer and the members of Accenture Ltd’s Executive Leadership Team, which reviewed evaluations and recommendations concerning the performance of these senior executives and prepared an income plan for fiscal 2006 compensation for these senior executives. The foregoing unit allocations were approved by the Compensation Committee of the Board of Directors of Accenture Ltd.

As part of Accenture’s budgeting process, the Board of Directors of Accenture Ltd approves budgeted amounts for Accenture’s results and cash compensation to its senior executives, with each such individual receiving his or her compensation based on his or her unit allocation. Accenture pays a portion of the total budgeted compensation as a fixed component of compensation and may pay the remainder of the budgeted amount, or more, as a bonus based on actual operating results (compared to budgeted amounts) and individual performance.

Compensation of Non-Management Directors

No director who is an Accenture employee receives additional compensation for serving as a director of Accenture Ltd.

Except as noted below, each non-management director of Accenture Ltd receives the following compensation:

Shares underlying restricted share units are delivered three years after the restricted share unit grant date or, at the election of the director, over a period of up to ten years following the restricted share unit grant date.

In addition, certain directors receive additional cash compensation for their service on the Board of Directors of Accenture Ltd:

Furthermore, in February 2005 the Board of Directors of Accenture Ltd adopted a policy requiring each outside director to, within three years of his or her appointment and for the duration of that director’s service, retain ownership of Accenture equity having a market value equal to three times the value of the annual equity grants being made to directors at the time at which the ownership requirement is assessed.

Employment Contracts

Each of the chief executive officer and Named Executive Officers of Accenture Ltd who are current Accenture employees has entered into an annual employment agreement which is renewed automatically each year. The employment agreements, which are standard employment contracts for Accenture highest-level senior executives, provide that these executive officers will receive compensation as determined by Accenture. Pursuant to the employment agreements, each of the executive officers has also entered into a non-competition agreement whereby each has agreed that, for a specified period, he or she will not (1) associate with and engage in competing services for any competitive enterprise; or (2) solicit or assist any other entity in soliciting any client or prospective client for the purposes of providing competing services, perform competing services for any client or prospective client, or interfere with or damage any relationship between Accenture Ltd and a client or prospective client. In addition, each of these executive officers has agreed that for the restricted period he or she will not solicit or employ any Accenture employee or any former

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• upon appointment to the Board of Directors, an initial grant of fully-vested restricted share units having, at the time of grant, an aggregate market value of $150,000;

• an annual grant of fully-vested restricted share units having, at the time of grant, an aggregate market value of $150,000; and

• except for our Lead Outside Director, an annual retainer of $70,000, which the director may elect to receive entirely in the form of cash, entirely in the form of fully-vested restricted share units or one-half in cash and one-half in fully-vested restricted share units. Our Lead Outside Director receives an annual retainer of $125,000 and has the same cash vs. fully-vested restricted share units elections as other non-management directors.

• each member of the Audit Committee receives compensation of $5,000 each year; and

• the chairperson of each committee of the Board of Directors receives compensation of $5,000 each year, except that the chairperson of the Audit Committee receives compensation of $10,000 each year.

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employee who ceased working for Accenture within an 18-month period before or after the date on which the executive officer’s employment with Accenture or any of Accenture’s affiliates terminated.

Option Grants in Last Fiscal Year

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the Federal securities laws, Accenture Ltd’s directors, executive officers and beneficial owners of more than 10% of Accenture Ltd’s Class A common shares or Class X common shares are required within a prescribed period of time to report to the Securities and Exchange Commission transactions and holdings in Accenture Ltd Class A common shares and Class X common shares. These directors and executive officers are also required to report transactions and holdings in Accenture SCA Class I common shares. Based solely on a review of the copies of such forms received by us and on written representations from certain reporting persons that no annual corrective filings were required for those persons, we believe that during fiscal 2006 all these filing requirements were timely satisfied.

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Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Individual Grants Option Term($) Percent of Number of Total Securities Options/SARs Exercise Underlying Granted to or Base Option/SARs Employees in Price Expiration

Name Granted (#) Fiscal Year ($/share) Date 5% 10%William D. Green 30,720(1) 7.06% $ 25.94 10/27/2015 $501,152 $1,270,016

(1) Consists of a stock option granted on October 27, 2005. One-third of the shares vested on October 27, 2005, one-third vested on August 31, 2006 and an additional one-third of the shares will vest on August 31, 2007.

Number of Securities Underlying Value of Unexercised Unexercised Options at In-the-money Options at August 31, 2006(#) August 31, 2006($) Shares Acquired Upon Value Realized

Name Exercise(#)(1) ($) Exercisable Unexercisable Exercisable UnexercisableWilliam D. Green — — 20,480 10,240 $ 66,458 $33,229Michael G. McGrath — — 27,335 — 121,777 —Mark Foster — — 21,686 10,843 96,611 48,306Karl-Heinz Flöther — — 19,316 9,659 86,053 43,031Diego Visconti — — 25,968 — 97,271 —

(1) None of the Named Executive Officers exercised any options during fiscal 2006.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of More than Five Percent

As of October 12, 2006, the only person known by Accenture SCA to be a beneficial owner of more than 5% of Accenture SCA’s Class I common shares, Class II common shares or Class III common shares was as follows:

Beneficial Ownership of Directors and Executive Officers of Accenture Ltd

The following table sets forth, as of October 12, 2006, information regarding beneficial ownership of Accenture Ltd Class A common shares and Class X common shares and Accenture SCA Class I common shares held by (1) each of Accenture Ltd’s directors, Accenture Ltd’s chief executive officer and each of Accenture Ltd’s four most highly compensated executive officers, other than the chief executive officer, serving as executive officers at the end of Accenture Ltd’s 2006 fiscal year and (2) all of the directors and executive officers of Accenture Ltd as a group. To our knowledge, except as otherwise indicated, each person listed below has sole voting and investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after October 12, 2006.

Class I common shares Class II common shares Class III common shares shares % of shares shares % of shares shares % of sharesName and Address of beneficially beneficially beneficially beneficially beneficially beneficiallyBeneficial Owner owned owned owned owned owned ownedAccenture Ltd — —% 470,958,308(1) 100% 537,209,861(1) 100%(1)Canon’s Court 22 Victoria Street Hamilton HM12, Bermuda

(1) In addition, Accenture Ltd may be deemed to beneficially own 5,315,556 Class II common shares and 198,320,382 Class III common shares held by wholly-owned subsidiaries of Accenture SCA. Under Luxembourg law, shares of Accenture SCA held by Accenture SCA or any of its direct or certain indirect subsidiaries may not be voted at meetings of the shareholders of Accenture SCA.

Percentage of the total number of Class A Accenture SCA Class I Accenture Ltd Class A Accenture Ltd Class X and Class X common shares common shares common shares common shares % shares shares % shares shares % shares shares beneficially beneficially beneficially beneficially beneficially beneficially beneficiallyName(1) owned owned owned owned owned owned ownedWilliam D. Green(2)(3) 652,031 *% 26,439 **% 652,031 ***% ****%Dina Dublon(4) — — 68,436 ** — — ****Dennis F. Hightower — — 6,135 ** — — ****Nobuyuki Idei — — — — — — —William L. Kimsey(5) — — 42,229 ** — — ****Robert I. Lipp(4) — — 208,445 ** — — ****Marjorie Magner — — — — — — —Blythe J. McGarvie(4) — — 65,738 ** — — ****Mark Moody-Stuart(4) — — 80,954 ** — — ****Wulf von Schimmelmann(4) — — 56,135 ** — — ****Karl-Heinz Flöther(6) — — 268,032 ** — — ****Mark Foster(7) — — 414,863 ** — — ****Michael G. McGrath(2)(8) 693,999 * 27,335 ** 693,999 *** ****Diego Visconti(2)(9) 480,878 * 25,968 ** — — ****All directors and executive officers as a group (24 persons)(10)

4,410,623

1.8% 2,132,033

**%

3,238,017

1.4% ****%

* Less than 1% of Accenture SCA’s Class I common shares outstanding.

** Less than 1% of Accenture Ltd’s Class A common shares outstanding.

*** Less than 1% of Accenture Ltd’s Class X common shares outstanding.

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**** Less than 1% of the total number of Accenture Ltd’s Class A common shares and Class X common shares outstanding.

(1) Address for all persons listed is c/o Accenture, 1661 Page Mill Road, Palo Alto, California 94304 USA.

(2) Subject to the provisions of its Articles of Association, Accenture SCA is obligated, at the option of the holder of its shares and at any time, to redeem any outstanding Accenture SCA Class I common shares held by the holder. The redemption price per share generally is equal to the market price of an Accenture Ltd Class A common share at the time of the redemption. Accenture SCA has the option to pay this redemption price with cash or by delivering Accenture Ltd Class A common shares on a one-for-one basis. Each time an Accenture SCA Class I common share is redeemed from a holder, Accenture Ltd has the option, and intends to, redeem an Accenture Ltd Class X common share from that holder, for a redemption price equal to the par value of the Accenture Ltd Class X common share, or $.0000225.

(3) Includes 20,480 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from October 12, 2006.

(4) Includes 55,000 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from October 12, 2006.

(5) Includes 35,000 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from October 12, 2006.

(6) Includes 19,316 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from October 12, 2006.

(7) Includes 21,686 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from October 12, 2006.

(8) Consists of 27,335 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from October 12, 2006.

(9) Consists of 25,968 Accenture Ltd Class A common shares that could be acquired through the exercise of share options within 60 days from October 12, 2006.

(10) One officer has a spouse with holdings of 7,227 Accenture Ltd Class A common shares and 8,000 additional Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from October 12, 2006.

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INDEPENDENT AUDITORS’ FEES

INDEPENDENT AUDITORS’ FEES

The following table describes fees expensed for professional audit services rendered by KPMG LLP, Accenture Ltd’s principal accountant, for the audit of Accenture’s annual financial statements as of and for the years ended August 31, 2006 and August 31, 2005, and fees expensed for other services rendered by KPMG LLP during these periods.

PROCEDURES FOR AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITOR

Pursuant to its charter, the Audit Committee of the Board of Directors of Accenture Ltd is responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between Accenture and its independent auditors. KPMG LLP’s engagement to conduct the audit of Accenture SCA for fiscal year 2006 was approved by the Audit Committee on February 1, 2006. Additionally, each permissible audit and non-audit engagement or relationship between Accenture and KPMG LLP entered into since February 1, 2006 has been reviewed and approved by the Audit Committee, as provided in its charter.

Accenture has been advised by KPMG LLP that a majority of the work done in conjunction with its 2006 audit of Accenture SCA’s financial statements for the most recently completed fiscal year was performed by permanent full-time employees and partners of KPMG LLP.

OTHER MATTERS

The general partner is not aware of any matters not set forth herein that may come before the General Meeting.

Dated: October 26, 2006

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Type of Fee 2006 2005 (in thousands)Audit Fees(1) $11,600 $10,490Audit Related Fees(2) 171 1,004Tax Fees(3) 0 26All Other Fees(4) 302 202

Total $12,073 $11,722

(1) Audit Fees, including those for statutory audits, include the aggregate fees expensed by Accenture during the fiscal year indicated for professional services rendered by KPMG LLP for the audit of Accenture Ltd’s and Accenture SCA’s annual financial statements and review of financial statements included in Accenture’s Forms 10-Q and Form 10-K. Audit Fees include fees for the audit of Accenture’s internal control over financial reporting.

(2) Audit Related Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for assurance and related services by KPMG LLP that are reasonably related to the performance of the audit or review of Accenture Ltd’s and Accenture SCA’s financial statements and not included in Audit Fees, including review of registration statements and issuance of consents. Audit Related Fees also include fees for accounting advice and opinions related to various employee benefit plans, and fees for internal control documentation assistance.

(3) Tax Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for professional services rendered by KPMG LLP for tax compliance, tax advice and tax planning.

(4) All Other Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for products and services provided by KPMG LLP, other than the services reported above, including due diligence reviews.

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EXHIBIT IV

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2006, FILED BY ACCENTURE LTD WITH THE SEC ON OCTOBER 18, 2006

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10−K(Mark One)þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for thetransition period from to .

Commission File Number: 001−16565

ACCENTURE LTD(Exact name of Registrant as specified in its charter)

Bermuda 98−0341111(State or other jurisdiction of

incorporation or organization)(I.R.S. Employer Identification No.)

Canon’s Court22 Victoria Street

Hamilton HM 12 Bermuda(Address of principal executive offices)

(441) 296−8262(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which Registered

Class A common shares, par value $0.0000225 per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:Class X common shares, par value $0.0000225 per share

Indicate by check mark if the registrant is a well−known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of1934. Yes o No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10−K or any amendment to this Form 10−K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b−2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non−accelerated filer o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Exchange Act.) Yes o No þ The aggregate market value of the common equity of the registrant held by non−affiliates of the registrant on February 28, 2006 was approximately$18,788,093,481, based on the closing price of the registrant’s Class A common shares, par value $0.0000225 per share, reported on the New York StockExchange on such date of $32.66 per share and on the par value of the registrant’s Class X common shares, par value $0.0000225 per share. The number of shares of the registrant’s Class A common shares, par value $0.0000225 per share, outstanding as of October 12, 2006 was 584,360,126(which number does not include 35,306,040 issued shares held by subsidiaries of the registrant). The number of shares of the registrant’s Class X commonshares, par value $0.0000225 per share, outstanding as of October 12, 2006 was 237,733,470.

DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2007 Annual General Meeting of Shareholders Part III

TABLE OF CONTENTS

Page

Part IItem 1. Business 1Item 1A. Risk Factors 20Item 1B. Unresolved Staff Comments 36Item 2. Properties 36Item 3. Legal Proceedings 36Item 4. Submission of Matters to a Vote of Security Holders 36Part IIItem 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity

Securities 39Item 6. Selected Financial Data 43Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 44Item 7A. Quantitative and Qualitative Disclosures about Market Risk 72Item 8. Financial Statements and Supplementary Data 73Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 73Item 9A. Controls and Procedures 73Item 9B. Other Information 74Part IIIItem 10. Directors and Executive Officers of the Registrant 75Item 11. Executive Compensation 75Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 75Item 13. Certain Relationships and Related Transactions 75Item 14. Principal Accounting Fees and Services 75Part IVItem 15. Exhibits, Financial Statement Schedules 76Signatures

PART IDisclosure Regarding Forward−Looking Statements This Annual Report on Form 10−K contains forward−looking statements within the meaning of Section 27A of the SecuritiesAct of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations and ourresults of operations that are based on our current expectations, estimates and projections. Words such as “expects,” “intends,”“plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward−looking statements. Thesestatements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.Forward−looking statements are based upon assumptions as to future events that might not prove to be accurate. Actual outcomesand results could differ materially from what is expressed or forecast in these forward−looking statements. The reasons for thesedifferences include changes in general economic and political conditions, including fluctuations in exchange rates, and the factorsdiscussed below under the section entitled “Risk Factors.”Available Information Our website address is www.accenture.com. We make available free of charge on the Investor Relations section of our website(http://investor.accenture.com) our Annual Report on Form 10−K, Quarterly Reports on Form 10−Q, Current Reports onForm 8−K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed orfurnished with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. Wealso make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including ourproxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of BusinessEthics. We do not intend for information contained in our website to be part of this Annual Report on Form 10−K. Any materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E.,Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at1−800−SEC−0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and informationstatements, and other information regarding issuers that file electronically with the SEC. In this Annual Report on Form 10−K, we use the terms “Accenture,” “we,” “our Company,” “our” and “us” to refer toAccenture Ltd and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends onAugust 31.

ITEM 1. BUSINESSOverview Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations, withapproximately 140,000 employees; offices and operations in more than 150 cities in 49 countries; and revenues beforereimbursements of $16.65 billion for fiscal 2006. Our “high performance business” strategy builds on our expertise in consulting, technology and outsourcing to help clientsperform at the highest levels so they can create sustainable value for their customers, stakeholders and shareholders. We use ourindustry and business−process knowledge, our service offering expertise and our insight into and deep understanding of emergingtechnologies to identify new business and technology trends and formulate and implement solutions for clients under demandingtime constraints. We help clients identify and enter new markets, increase revenues in

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existing markets, improve operational performance and deliver their products and services more effectively and efficiently. We operate globally with one common brand and business model designed to enable us to provide clients around the worldwith the same high level of service. Drawing on a combination of industry expertise, functional capabilities, alliances, globalresources and technology, we deliver competitively priced, high−value services that help our clients measurably improve businessperformance. Our global delivery model enables us to provide a complete end−to−end delivery capability by drawing onAccenture’s global resources to deliver high−quality, cost−effective solutions to clients under demanding timeframes.Consulting, Technology and Outsourcing Services and Solutions Our business is structured around five operating groups, which together comprise 17 industry groups serving clients in majorindustries around the world. Our industry focus gives us an understanding of industry evolution, business issues and applicabletechnologies, enabling us to deliver innovative solutions tailored to each client or, as appropriate, more−standardized capabilitiesto multiple clients. Our three growth platforms—business consulting, systems integration and technology, and outsourcing—are the innovationengines through which we develop our knowledge capital; build world−class skills and capabilities; and create, acquire andmanage key assets central to the development of solutions for our clients. The subject matter experts within these areas workclosely with the professionals in our operating groups to develop and deliver solutions to clients. Client engagement teams—which typically consist of industry experts, capability specialists and professionals with localmarket knowledge—leverage the full capabilities of our global delivery model to deliver price−competitive solutions and services.Operating Groups The following table shows the organization of our five operating groups and their 17 industry groups. For financial reportingpurposes, our operating groups are our reportable operating segments. We do not allocate total assets by operating group, althoughour operating groups do manage and control certain assets. For certain historical financial information regarding our operatinggroups (including certain asset information), as well as financial information by geographical areas (including long−lived assetinformation), see Footnote 16 (Segment Reporting) to our Consolidated Financial Statements below under “Financial Statementsand Supplementary Data.”

Operating Groups

Communications Financial& High Tech Services Products Resources Government

• Communications• Electronics & High Tech• Media & Entertainment

• Banking• Capital Markets• Insurance

• Automotive• Consumer Goods & Services• Health & Life Sciences• Industrial Equipment• Retail & Consumer• Transportation & TravelServices

• Chemicals• Energy• Natural Resources• Utilities

• Government

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Communications & High Tech We are a leading provider of business consulting, technology, systems integration and outsourcing services and solutions tothe communications, electronics, high technology, media and entertainment industries. Our Communications & High Techprofessionals help clients enhance their business results through industry−specific solutions and by seizing the opportunities madepossible by the convergence of communications, computing and content. Examples of our services and solutions include theapplication of mobile technology, advanced communications network optimization, broadband and Internet protocol solutions,product innovation and digital rights management as well as systems integration, customer care, supply chain and workforcetransformation services. In support of these services, we have developed an array of assets, repeatable solutions, methodologiesand research facilities to demonstrate how new technologies and industry−leading practices can be applied in new and innovativeways to enhance our clients’ business performance. Our Communications & High Tech operating group comprises the followingindustry groups:

• Communications. Our Communications industry group serves many of the world’s leading wireline, wireless, cable andsatellite communications network operators and service providers. We provide a wide range of services designed to help ourcommunications clients increase margins, improve asset utilization, improve customer retention, increase revenues, reduceoverall costs and accelerate sales cycles. We offer a suite of reusable solutions, called Accenture Communications Solutions,designed to address major business and operational issues related to broadband and Internet protocol−based networks andservices, including business intelligence, billing transformation, customer contact transformation, sales force transformation,service fulfillment and next−generation network optimization. Our Communications industry group representedapproximately 62% of our Communications & High Tech operating group’s revenues before reimbursements in fiscal 2006.

• Electronics & High Tech. Our Electronics & High Tech industry group serves the communications technology, consumertechnology, enterprise technology, semiconductor, software and aerospace/ defense segments. This industry group providesservices in areas such as strategy, enterprise resource management, customer relationship management, supply chainmanagement, software development, human performance, and merger/acquisition activities, including post−mergerintegration. We also offer a suite of reusable solutions, called Accenture High Tech Solutions, designed to address theindustry’s major business and operational challenges, such as new product innovation and development, customer serviceand support, sales and marketing, and globalization.

• Media & Entertainment. Our Media & Entertainment industry group serves the broadcast, entertainment (television, musicand movie), print, publishing and portal industries. Professionals in this industry group provide a wide range of services,including digital content solutions designed to help companies effectively manage, distribute and protect content acrossnumerous media channels.

Financial Services Our Financial Services operating group focuses on the opportunities created by our clients’ needs to adapt to changing marketconditions, including increased cost pressures, industry consolidation, regulatory changes, the creation of common industrystandards and protocols, and the move to a more integrated industry model. We help clients meet these challenges through avariety of assets, services and solutions, including consulting and outsourcing strategies to increase cost efficiency and transformbusinesses, and customer relationship management initiatives that enable them to acquire and retain

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profitable customers and improve their cross−selling capabilities. Our Financial Services operating group comprises the followingindustry groups:

• Banking. Our Banking industry group works with retail and commercial banks and diversified financial enterprises. We helpthese organizations develop and execute strategies to target, acquire and retain customers more effectively, expand productand service offerings, comply with new regulatory initiatives, and leverage new technologies and distribution channels. OurBanking industry group represented approximately 55% of our Financial Services operating group’s revenues beforereimbursements in fiscal 2006.

• Capital Markets. Our Capital Markets industry group helps investment banks, broker/ dealers, asset management firms,depositories, clearing organizations and exchanges improve operational efficiency and transform their businesses to remaincompetitive.

• Insurance. Our Insurance industry group helps property and casualty insurers, life insurers, reinsurance firms and insurancebrokers improve business processes, develop Internet−based insurance businesses and improve the quality and consistencyof risk selection decisions. Our Insurance industry group has also developed a claims management capability that enablesinsurers to provide better customer service while optimizing claims costs. We also provide a variety of outsourced solutionsto help insurers improve working capital and cash flow, deliver permanent cost savings and enhance long−term growth. OurInsurance industry group represented approximately 31% of our Financial Services operating group’s revenues beforereimbursements in fiscal 2006.

Products Our Products operating group comprises the following industry groups:

• Automotive. Our Automotive industry group works with auto manufacturers, suppliers, dealers, retailers and serviceproviders. Professionals in this industry group help clients develop and implement innovative solutions focused on productdevelopment and commercialization, customer service and retention, channel strategy and management, branding,buyer−driven business models, cost reduction, customer relationship management and integrated supplier partnerships.

• Consumer Goods & Services. Our Consumer Goods & Services industry group serves food, beverage, household goods andpersonal care, tobacco and footwear/apparel manufacturers around the world. We add value to these companies throughservice offerings designed to enhance performance by addressing critical elements of success, including sales and marketingproductivity, customer and consumer insight, working capital productivity improvement, supply chain collaboration, andoverhead productivity improvement.

• Health & Life Sciences. Our Health & Life Sciences industry group works with healthcare providers, government healthdepartments, policy−making authorities/regulators, managed care organizations, health insurers and pharmaceutical,biotechnology, medical products and other industry−related companies to improve the quality, accessibility and affordabilityof healthcare. Our key offerings include health clinical transformation, electronic health records and hospital back−officeservices in the provider/government segment; research and development transformation, commercial effectiveness andcustomer interaction, and integrated electronic compliance (manufacturing and supply chain) in the pharmaceuticals andmedical products segment; and health information and data management, claims excellence/cost containment and health planback−office services in the payor segment.

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• Industrial Equipment. Our Industrial Equipment industry group serves the industrial and electrical equipment, construction,consumer durable and heavy equipment industries. We help our clients increase operating and supply chain efficiencies byimproving processes and leveraging technology. We also help clients generate value from strategic mergers and acquisitions.In addition, our Industrial Equipment industry group develops and deploys innovative solutions in the areas of channelmanagement, collaborative product design, remote field maintenance, enterprise application integration and outsourcing.

• Retail. Our Retail industry group serves a wide spectrum of retailers and distributors, including supermarkets, specialtypremium retailers and large mass−merchandise discounters. We provide service offerings that help clients address new waysof reaching the retail trade and consumers through precision marketing; maximize brand synergies and cost reductions inmergers and acquisitions; improve supply chain efficiencies through collaborative commerce business models; and enhancethe efficiency of internal operations. Our Retail industry group represented approximately 31% of our Products operatinggroup’s revenues before reimbursements in fiscal 2006.

• Transportation & Travel Services. Our Transportation & Travel Services industry group serves companies in the airline,freight transportation, third−party logistics, hospitality, gaming, car rental, passenger rail and travel distribution industries.We help clients develop and implement strategies and solutions to improve customer relationship management capabilities,operate more−efficient networks, integrate supply chains, develop procurement and electronic business marketplacestrategies, and more effectively manage maintenance, repair and overhaul processes and expenses. Through our Navitairesubsidiary, we offer airlines a range of services, including reservations, direct ticket distribution, revenue protection,decision support, passenger revenue accounting and revenue management on an outsourced basis.

Resources Our Resources operating group serves the chemicals, energy, forest products, metals and mining, utilities and relatedindustries. With market conditions driving energy companies to seek new ways of creating value for shareholders, deregulationfundamentally reforming the utilities industry and yielding cross−border opportunities, and an intensive focus on productivity andportfolio management in the chemicals industry, we are working with clients to create innovative solutions that are designed tohelp them differentiate themselves in the marketplace and gain competitive advantage. Our Resources operating group comprisesthe following industry groups:

• Chemicals. Our Chemicals industry group works with a wide cross−section of industry segments, including petrochemicals,specialty chemicals, polymers and plastics, gases and life science companies. We also have long−term outsourcing contractswith many industry leaders.

• Energy. Our Energy industry group serves a wide range of companies in the oil and gas industry, including upstream,downstream and oil services companies. Our key areas of focus include helping clients optimize production, manage thehydrocarbon supply chain, streamline retail operations and realize the full potential of third−party enterprise−widetechnology solutions. In addition, our multi−client outsourcing centers enable clients to increase operational efficiencies andexploit cross−industry synergies.

• Natural Resources. Our Natural Resources industry group serves the forest products and metals and mining industries. Wehelp lumber, pulp, papermaking, converting and packaging companies as well as iron, steel, aluminum, coal, copper andprecious metals companies develop and implement new business strategies, redesign business processes, manage complex

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change initiatives, and integrate processes and technologies to achieve higher levels of performance.

• Utilities. Our Utilities industry group works with electric, gas and water utilities around the world to respond to an evolvingand highly competitive marketplace. The group’s work includes helping utilities transform themselves from regulated, andsometimes state−owned, local entities to global deregulated corporations, as well as developing diverse products and serviceofferings to help our clients deliver higher levels of service to their customers. These offerings include customer relationshipmanagement, workforce enablement, supply chain optimization, and trading and risk management. We also provide a rangeof outsourced customer−care services to utilities and retail energy companies in North America. Our Utilities industry grouprepresented approximately 42% of our Resources operating group’s revenues before reimbursements in fiscal 2006.

Government Our Government operating group helps governments around the world transform to meet the challenges of a rapidly changingpublic−sector environment. We typically work with defense, revenue, human services, health, justice, postal and educationauthorities, and our clients are national, provincial or state−level government organizations, as well as local governments. Ourwork with clients in the U.S. Federal government represented approximately 36% of our Government operating group’s revenuesbefore reimbursements in fiscal 2006. Our offerings help public−sector clients address their most pressing needs, including increasing operational efficiency,enhancing revenues, improving customer service, and ensuring the security of citizens and businesses. We work with clients totransform their customer−facing and back−office operations and enable services to be delivered through appropriate technologies.We also provide processing services in areas such as human resources, social services, transportation, collections andprocurement. As governments are pressed to achieve higher performance levels with reduced resources, we are introducing innovativeapproaches derived from the private sector that are becoming increasingly popular with governments. For instance, Accenture haspioneered Public Service Value, a patent−pending approach that assesses the true value of the services that governments provideby measuring outcomes and quantifying results. This approach, which helps governments make decisions that directly improveservices to citizens, is similar to the ways in which publicly traded companies measure shareholder value to enhance the valuethey deliver to shareholders.

Growth Platforms Our business consulting, systems integration and technology, and outsourcing growth platforms are the skill−based“innovation engines” through which we develop our knowledge capital; build world−class skills and capabilities; and create,acquire and manage key assets central to the development of solutions for our clients. The professionals within these areas workclosely with our operating groups to deliver integrated services and solutions to clients.

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Business Consulting Our business consulting growth platform is responsible for the development and delivery of our functional and industryconsulting capabilities, working closely with the professionals in our operating groups. The growth platform comprises fiveservice lines:

• Customer Relationship Management. The professionals in our Customer Relationship Management (“CRM”) service linehelp companies acquire, develop and retain more profitable customer relationships. We offer a full range of innovativecapabilities that address every aspect of CRM, including marketing, direct and indirect sales, customer service, field supportand customer contact operations. These capabilities include rigorous approaches to improving the return on marketinginvestment, methods for building insight into customers’ purchase habits and service preferences, tailoring offers and servicetreatment based upon that insight, and unique methods of optimizing the quality, cost and revenue impact of sales andservice operations. Together with our alliance partners, we bring these skills to our clients to help them accelerate growth,improve marketing and sales productivity and reduce customer−care costs—thus increasing the value of their customerrelationships and enhancing the economic value of their brands.

• Finance & Performance Management. The professionals in our Finance & Performance Management service line workwith our clients’ finance and business unit executives to develop financial transaction processing, risk management andbusiness performance reporting capabilities. Among the services we provide are strategic consulting with regard to thedesign and structure of the finance function; the establishment of shared service centers; and the configuration of enterpriseresource planning platforms for streamlining transaction processing. Our finance capability services also address revenuecycle management, billing, credit risk and collection effectiveness, electronic invoicing and settlement, tax processing,lending and debt recovery. Our performance management services address shareholder value targeting, scorecard andperformance metrics development, performance reporting solutions and applied business analytics to improve profitability.Our professionals, who often utilize the resources of Accenture Finance Solutions, one of our Business Process Outsourcing(“BPO”) businesses, work with finance executives to develop and implement solutions that help them align their companies’investments with their business objectives and establish security relating to the exchange of information to reportinginstitutions.

• Human Performance. The professionals in our Human Performance service line work with clients on a wide range ofworkforce and organizational issues to deliver improved business and operational results. Our integrated approach andend−to−end capabilities include services and solutions in organization and change management, human resources (HR)administration, learning, knowledge management, performance management, talent management, HR IT systemsimplementation and overall transformation of key workforces. Through our Human Performance service line, we helpcompanies and governments improve the efficiency and effectiveness of their HR services while lowering associated costs;deliver improvements in employee and workforce performance; and transform organizations through project−, program− andenterprise−level change management.

• Strategy. Our Strategy professionals utilize a combination of strategy and operations experience to help senior executivestranslate insights into results at both the enterprise and business−unit level. With deep skills and capabilities in corporatestrategy, corporate restructuring, growth and innovation strategies, mergers and acquisitions, merger integration,organization strategy, pricing strategy and profitability assessment, shareholder value analysis

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and strategic IT effectiveness, we help clients develop—and execute—pragmatic solutions that transform organizations anddrive sustained high performance.

• Supply Chain Management. The professionals in our Supply Chain Management service line work with clients across abroad range of industries to develop and implement supply chain operations strategies that enable profitable growth in newand existing markets. Our professionals combine global industry expertise and skills in supply chain strategy, sourcing andprocurement, supply chain planning, manufacturing and design, fulfillment and service management to help organizationsachieve high performance. We work with clients to implement innovative consulting and outsourcing solutions that alignoperating models to support business strategies; optimize global operations; support profitable product launches; andenhance the skills and capabilities of the supply chain workforce.

Systems Integration and Technology Accenture provides a wide variety of systems integration and related technology services. Our key services in this areainclude:

• Information Management Services. We provide services to help organizations manage the full range of their informationneeds to improve data quality, enhance decision−making capabilities and meet compliance requirements. This includesmanaging both structured data (business intelligence) and unstructured content (content management and portals).

• Complex Solution Architecture. With deep skills and expertise in both J2EE (Java−based) and .NET technologyarchitectures, we work with clients to address gaps in the functionality provided by commercial packaged applications;address technical aspects of the business process that are unique to a client; and develop customized technical solutions forbusiness processes for which no packaged solutions are available.

• Enterprise Architecture. We provide solutions that integrate information technology (“IT”) with business capabilities toprovide a seamless operating environment for organizations. Our solutions provide a reference point for measuring both ITinvestment and results in the delivery roadmap that defines how IT systems need to change to drive future business growthand higher performance.

• Enterprise Solutions. We implement a variety of application software—including SAP and Oracle, among others—tostreamline business processes, systems and information and help organizations access, manage and exploit data to makemore−informed business decisions.

• Integration. We use a variety of technology architectures and platforms—including service−oriented architectures (seebelow), among others—and Web services standards to connect and streamline business processes, systems and informationto reduce costs and improve business and IT performance.

• Infrastructure Consulting Services. We provide solutions to help organizations optimize their IT infrastructures whilereducing costs. From data center, operations engineering and network infrastructure to desktop and security solutions, ourservices enable clients to rationalize, standardize, secure and transform their IT infrastructures for improved performance ofmission−critical business processes, applications and end users.

• IT Strategy & Transformation. We help CEOs and CIOs with critical IT challenges, such as advising on IT investmentsbased on bottom−line return, and help them understand how

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technologies can enable their business solutions and turn technology innovation into business results for competitiveadvantage.

• Microsoft Solutions. Together with our alliance partner Microsoft and our Avanade subsidiary, we develop and delivercost−efficient, innovative business solutions based on Microsoft Windows Server 2003 and other .NET technologies,leveraging our deep industry expertise and practical applications of leading−edge technologies.

• Mobile Solutions. We help clients develop solutions that give their workforces access to key enterpriseapplications—including supply chain management, telematics, field force enablement, customer relationship managementand customer database applications—through mobile devices and/or the Internet.

• Service−Oriented Architecture. We help CIOs and business leaders unleash the potential of service−oriented architecture toenable improvement in IT efficiency and a more effective alignment between business processes and applications. Accentureguides organizations through a four−phased approach for designing and building flexible IT solutions that enable businessprocess components to be assembled and used more efficiently to deliver distinctive business services and capabilities forhigher performance.

• Research & Development. We use new and emerging technologies to develop business solutions that we believe will be thedrivers of our clients’ growth and enable them to be first to market with unique capabilities. Key areas of focus includeinformation insight and sensor technologies.

Outsourcing Accenture provides a wide range of outsourcing services, including business process outsourcing, application outsourcing andinfrastructure outsourcing.

• Business Process Outsourcing. We work with clients to develop and deliver business process innovations that transformtheir businesses and deliver higher performance levels at lower costs. Through our BPO services, we manage specificbusiness processes or functions for clients, providing solutions that are more efficient and cost−effective than if the functionswere provided in−house. In addition to providing individual BPO services, we can bundle two or more business functions toprovide clients with even greater efficiencies, control and cost savings.We offer clients across all industries a variety of function−specific BPO services, including finance and accounting, humanresources, learning, procurement and customer contact. Through several acquisitions in fiscal 2006, we enhanced our financeand accounting outsourcing capabilities in the areas of profit recovery and analytics and also expanded the range ofback−office BPO capabilities to include those designed specifically for the middle market. We also offer specialized servicestailored to clients in specific industries. For instance, we offer life insurers policy administration and management services,including high−volume transaction processing capabilities. We provide utilities companies with facilities and field services,as well as specialized customer care, finance and accounting, human resources, supply chain and information technologyservices. In addition, through our Navitaire subsidiary, we offer airlines a range of services, including reservations, directticket distribution, revenue protection, decision support, passenger revenue accounting and revenue management.

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• Application Outsourcing. Accenture takes a holistic approach to application outsourcing that goes beyond traditionalcost−cutting measures, helping clients improve the total performance of application development and maintenance. Weprovide a wide array of application outsourcing services under flexible arrangements, managing custom or packagedsoftware applications—including enterprise−wide applications such as SAP, PeopleSoft, Oracle and Siebel—over theircomplete development and maintenance life−cycles. The scope of services ranges from standardized, discrete applicationoutsourcing services, including application testing, application management of enterprise−wide software programs (SAP,Oracle, PeopleSoft, etc.) and application outsourcing capacity services, to large−scale application enhancement anddevelopment for individual or multiple applications, as well as application portfolio rationalization and consolidation. Wecan also take end−to−end responsibility for all of a client’s information technology (“IT”) function, including infrastructureand operations, leveraging our shared services delivery groups and our application and infrastructure transformationconsulting expertise to deliver significant gains in client productivity.By transferring to Accenture the responsibility for managing one or more of their applications, clients can leverage ourassets, scale and global resources as well as our secure, global infrastructure delivery capabilities. This allows clients tomaintain and control the overall performance of their IT capabilities while reducing the complexity and costs associated withmanaging third parties and increasing the flexibility, scalability, predictability and security of their IT infrastructures.

• Infrastructure Outsourcing. We deliver an integrated set of managed infrastructure services encompassing all infrastructurefunctions— from network access and desktop management to remote technology support. Services can be delivered asdiscrete, standalone solutions or bundled with Accenture application outsourcing and BPO services. Our infrastructureoutsourcing services include:• IT spend management— Asset management, as well as managed procurement and technology spend, to reduce overall IT

non−salary spending;

• Data center services— Hosting to support development and production environments, storage services, databasemanagement and messaging services;

• Service desk— Single point of contact for support and online portal services to resolve front−line issues;

• Security services— Identity management, intrusion and firewall protection, end−user device and messaging security, andpolicy and awareness;

• Communications services— Data and voice network management, optimization and converged services; and

• Workplace services— Lifecycle management for desktops, field services and mobile devices, and file and print services.Global Delivery Model A key Accenture differentiator is our strategic global delivery model, which allows us to draw on the benefits of resourcesfrom around the world—including specialized business process and technology skills, foreign−language fluency, proximity toclients and time−zone advantages—to deliver high−quality solutions under demanding time−frames. Emphasizing quality,reduced risk, speed to

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market and predictability, our global delivery model enables us to provide clients with price−competitive services and solutionsthat drive higher levels of performance. A critical component of this capability is our Global Delivery Network, which comprises local Accenture professionalsworking at client sites around the world as well as more than 40 delivery centers—facilities where teams of Accenture technologyand business−process professionals use proven assets to create business and technology solutions for clients. Our delivery centersimprove the efficiency of our engagement teams through the reuse of processes, solution designs, infrastructure and software andby leveraging the experience of delivery center professionals. Professionals in our Global Delivery Network apply a systematic approach to delivering systems integration, applicationoutsourcing and business processing outsourcing solutions and services delivery to create and capture proven, repeatableprocesses, methodologies, tools and architectures. This ability to build seamless global teams leveraging the right professionalswith the right skills for each task enables Accenture to provide a complete end−to−end capability, with consistent Accentureprocesses around the globe. Client teams leverage our Global Delivery Network to deliver comprehensive, large−scale andcustomized solutions in less time than would be required for our clients to develop them independently. We continue to expand and enhance our Global Delivery Network, which we believe is a competitive differentiator for us. Infiscal 2006 we further expanded our Global Delivery Network by, among other things, increasing our activities in the applicationoutsourcing and business process outsourcing areas and recruiting actively in key locations of our network, including in EasternEurope, India, China and the Philippines. As of August 31, 2006, we had more than 48,000 people in our network globally, a netincrease of approximately 12,000 people since the end of fiscal 2005.Alliances We have sales and delivery alliances with companies whose capabilities complement our own, either by enhancing a serviceoffering, delivering a new technology or helping us extend our services to new geographies. By combining our alliance partners’products and services with our own capabilities and expertise, we create innovative, high−value business solutions for our clients.Some alliances are specifically aligned with one of our service lines, thereby adding skills, technology and insights that areapplicable across many of the industries we serve. Other alliances extend and enhance our offerings specific to a single industrygroup. Almost all of our alliances are non−exclusive. Although individual alliance agreements do not involve direct payments to usthat are material to our business, we generate significant revenues from services to implement our alliance partners’ products.Research and Innovation We are committed to developing leading−edge ideas, as we believe that both research and innovation have been major factorsin our success and will help us continue to grow in the future. We use our investment in research and development—on which wespent $298 million, $243 million and $272 million in fiscal years 2006, 2005 and 2004, respectively— to help create,commercialize and disseminate innovative business strategies and technology. Our research and innovation program is designed to generate early insights into how knowledge can be harnessed to createinnovative business solutions for our clients and to develop business strategies with significant value. A key component of this isour research and development organization, Accenture Technology Labs, which identifies and develops new technologies that we

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believe will be the drivers of our clients’ growth and enable them to be first to market with unique capabilities. We also promotethe creation of knowledge capital and thought leadership through the Accenture Institute for High Performance Business. Inaddition, we spend a significant portion of our research and development resources directly through our operating groups and ourconsulting, technology and outsourcing capabilities to develop market−ready solutions for our clients.Employees Our most important asset is our people, and we are deeply committed to the development of our employees. Our professionalsreceive significant and focused technical and managerial skills development training appropriate for their roles and levels withinour company. We seek to reinforce our employees’ commitments to our clients, culture and values through a comprehensiveperformance review system and a competitive career philosophy that rewards individual performance and teamwork. We strive tomaintain a work environment that reinforces our owner−operator culture and the collaboration, motivation, alignment of interestsand sense of ownership and reward that this culture has fostered. As of August 31, 2006, we had approximately 140,000 employees worldwide.Competition We operate in a highly competitive and rapidly changing global marketplace and compete with a variety of organizations thatoffer services competitive with those we offer. We compete with a variety of companies with respect to our offerings, including:

• Large multinational providers, including the service arms of large global technology providers, that offer some or all of theconsulting, systems integration and technology, and outsourcing services that we do;

• Off−shore service providers in lower−cost locations, particularly Indian providers, which offer a subset of the services weoffer;

• Niche solution or service providers which complete with us in a specific geographic market, industry segment or servicearea, including companies that provide new or alternative products, services or delivery models; and

• Accounting firms that are expanding or re−emphasizing their provision of consulting services.In addition, a client may choose to use its own resources rather than engage an outside firm for the types of services we provide. Our revenues are derived primarily from Fortune Global 500 and Fortune 1000 companies, medium−sized companies,governments, government agencies and other large enterprises. We believe that the principal competitive factors in the industriesin which we compete include:

• skills and capabilities of people;

• innovative service and product offerings;

• perceived ability to add value;

• reputation and client references;

• price;

• scope of services;

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• service delivery approach;

• technical and industry expertise;

• quality of services and solutions;

• ability to deliver results on a timely basis;

• availability of appropriate resources; and

• global reach and scale. Our clients typically retain us on a non−exclusive basis.Intellectual Property Our success has resulted in part from our proprietary methodologies, software, reusable knowledge capital, assets and otherintellectual property rights. We rely upon a combination of nondisclosure and other contractual arrangements as well as upontrade secret, copyright, patent and trademark laws to protect our intellectual property rights and the rights of third parties fromwhom we license intellectual property. We have promulgated policies related to confidentiality and ownership and to the use andprotection of our intellectual property and that owned by third parties, and we also enter into agreements with our employees asappropriate. We recognize the increasing value of intellectual property in the marketplace and vigorously create, harvest and protect ourintellectual property. At August 31, 2006, we had 1,368 patent applications pending in the United States and other jurisdictionsand had been issued 230 U.S. patents and 125 non−U.S. patents in, among others, the following areas: goal−based educationalsimulation; virtual call centers; hybrid telecommunications networks; development architecture frameworks; emotion−based voiceprocessing; mobile communications networks; location−based information filtering; and computerized multimedia asset systems.We intend to continue to vigorously identify, create, harvest and protect our intellectual property and to leverage our protected,differentiated assets and methodologies to provide superior value to our clients.Organizational Structure Accenture Ltd is a Bermuda holding company with no material assets other than Class II and Class III common shares in itssubsidiary, Accenture SCA, a Luxembourg partnership limited by shares (“Accenture SCA”). Accenture Ltd’s only business is tohold these shares and to act as the sole general partner of Accenture SCA. Accenture Ltd owns a majority voting interest inAccenture SCA. As the general partner of Accenture SCA and as a result of Accenture Ltd’s majority voting interest in AccentureSCA, Accenture Ltd controls Accenture SCA’s management and operations and consolidates Accenture SCA’s results in itsfinancial statements. Accenture operates its business through subsidiaries of Accenture SCA. Accenture SCA generallyreimburses Accenture Ltd for its expenses but does not pay Accenture Ltd any fees. Prior to our transition to a corporate structure in fiscal 2001, we operated as a series of related partnerships and corporationsunder the control of our partners. In connection with our transition to a corporate structure, our partners generally exchanged all oftheir interests in these partnerships and corporations for Accenture Ltd Class A common shares or, in the case of partners incertain countries, Accenture SCA Class I common shares or exchangeable shares issued by Accenture Canada Holdings Inc., anindirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA Class I common shares or AccentureCanada Holdings Inc. exchangeable shares also

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received a corresponding number of Accenture Ltd Class X common shares, which entitle their holders to vote at Accenture Ltdshareholder meetings but do not carry any economic rights. In fiscal 2005, Accenture developed and announced a new, broader career model for its highest−level executives thatrecognizes the diversity of roles and responsibilities demonstrated by these employees. This new career framework replacesinternal use of the “partner” title with the more comprehensive “senior executive” title and applies the “senior executive” title tomore than 4,300 of our highest−level employees, including those employees previously referred to as partners. However, forproper context, we continue to use the term “partner” in this report to refer to these persons in certain situations related to ourreorganization and the period prior to our incorporation.Accenture Ltd Class A Common Shares and Class X Common Shares Each Class A common share and each Class X common share of Accenture Ltd entitles its holder to one vote on all matterssubmitted to a vote of shareholders of Accenture Ltd. A holder of a Class X common share is not, however, entitled to receivedividends or to receive payments upon a liquidation of Accenture Ltd. Accenture Ltd may redeem, at its option, any Class X common share for a redemption price equal to the par value of theClass X common share, or $0.0000225 per share. Accenture Ltd has separately agreed not to redeem any Class X common shareof a holder if the redemption would reduce the number of Class X common shares held by that holder to a number that is less thanthe number of Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares held by thatholder, as the case may be. Accenture Ltd will redeem Class X common shares upon the redemption or exchange of AccentureSCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class Xcommon shares outstanding at any time does not exceed the aggregate number of Accenture SCA Class I common shares andAccenture Canada Holdings Inc. exchangeable shares outstanding. Class X common shares are not transferable without theconsent of Accenture Ltd.Accenture SCA Class I Common Shares After June 28, 2005, only our current and former senior executives and their permitted transferees continue to hold AccentureSCA Class I common shares. Each Class I common share entitles its holder to one vote on all matters submitted to theshareholders of Accenture SCA and entitles its holder to dividends and liquidation payments. Subject to the transfer restrictions in Accenture SCA’s Articles of Association described below, Accenture SCA is obligated,at the option of the holder, to redeem any outstanding Accenture SCA Class I common share at any time at a redemption price pershare generally equal to its current market value as determined in accordance with Accenture SCA’s Articles of Association.Under Accenture SCA’s Articles of Association, the market value of a Class I common share that is not subject to transferrestrictions will be deemed to be equal to (i) the average of the high and low sales prices of an Accenture Ltd Class A commonshare as reported on the New York Stock Exchange (or on such other designated market on which the Class A common sharestrade), net of customary brokerage and similar transaction costs, or (ii) if Accenture Ltd sells its Class A common shares on thedate that the redemption price is determined (other than in a transaction with any employee or an affiliate or pursuant to apreexisting obligation), the weighted average sales price of an Accenture Ltd Class A common share on the New York StockExchange (or on such other market on which the Class A common shares primarily trade), net of customary brokerage and similartransaction costs. See “—Restrictions on the Transfer of Certain Accenture Shares—Articles of Association of

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Accenture SCA—Covered Person Transfer Restrictions” below for additional information on these transfer restrictions. AccentureSCA may, at its option, pay this redemption price with cash or by delivering Accenture Ltd Class A common shares on aone−for−one basis. This one−for−one redemption price and exchange ratio will be adjusted if Accenture Ltd holds more than a deminimis amount of assets (other than its interest in Accenture SCA and assets it holds only transiently prior to contributing themto Accenture SCA) or incurs more than a de minimis amount of liabilities (other than liabilities for which Accenture SCA has acorresponding liability to Accenture Ltd). We have been advised by our legal advisors in Luxembourg that there is no relevantlegal precedent in Luxembourg quantifying or defining the term “de minimis.” In the event that a question arises in this regard,we expect that management will interpret “de minimis” in light of the facts and circumstances existing at the time in question. Atthis time, Accenture Ltd does not intend to hold any material assets other than its interest in Accenture SCA or to incur anymaterial liabilities such that this one−for−one redemption price and exchange ratio would require adjustment and will disclose anychange in its intentions that could affect this ratio. In order to maintain Accenture Ltd’s economic interest in Accenture SCA,Accenture Ltd generally will acquire additional Accenture SCA common shares each time additional Accenture Ltd Class Acommon shares are issued.Accenture SCA Class II and Class III Common Shares On June 28, 2005, Accenture SCA’s shareholders approved certain amendments to the rights of Accenture SCA Class IIcommon shares held by Accenture Ltd, as well as the creation of a new class of common shares known as “Class III commonshares” into which all Class I common shares held by Accenture Ltd and its affiliates were reclassified. Accenture SCA Class IIcommon shares and Class III common shares may not be held by any person other than the general partner of Accenture SCA andits subsidiaries. All Class I common shares that are sold or otherwise transferred to Accenture Ltd or its subsidiaries will beautomatically reclassified into Class III common shares. The amendments to the Class II common shares, the creation of Class III common shares (and all lettered sub−series of thatclass) and the reclassification of all Class I common shares held or to be held by Accenture Ltd and its subsidiaries have no effecton the computation of Accenture Ltd’s earnings per share. Accenture SCA Class II common shares and Class III common shares (or any lettered sub−series of that class) are not entitledto any cash dividends. If the Board of Directors of Accenture Ltd authorizes the payment of a cash dividend on Accenture Ltd’sClass A common shares, Accenture Ltd, as general partner of the Company, will cause Accenture SCA to redeem Class IIcommon shares and Class III common shares that Accenture Ltd holds to obtain cash needed to pay dividends on its Class Acommon shares. At any time that Accenture SCA pays a cash dividend on its Class I common shares, new Class II common sharesand Class III common shares will be issued to the existing holders of Class II common shares and Class III common shares, ineach case having an aggregate value of the amount of any cash dividends that the holders of those Class II or Class III commonshares would have received had they ratably participated in the cash dividend paid on the Class I common shares. Each Class II common share entitles its holder to receive a liquidation payment equal to 10% of any liquidation payment towhich a Class I common share entitles its holder. Each Accenture SCA Class III common share entitles its holder to receive aliquidation payment equal to 100% of any liquidation payment to which an Accenture SCA Class I common share entitles itsholder.

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Accenture Canada Holdings Inc. Exchangeable Shares Subject to the transfer restrictions contained in Accenture Ltd’s bye−laws described below, holders of Accenture CanadaHoldings Inc. exchangeable shares may exchange their shares for Accenture Ltd Class A common shares at any time on aone−for−one basis. Accenture may, at its option, satisfy this exchange with cash at a price per share generally equal to the marketprice of an Accenture Ltd Class A common share at the time of the exchange. Each exchangeable share of Accenture CanadaHoldings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture Ltd Class A commonshare entitles its holder.Restrictions on the Transfer of Certain Accenture Shares

Accenture Ltd Bye−Laws Covered Person Transfer Restrictions. Accenture Ltd’s bye−laws contain transfer restrictions that apply to certain Accenture

current and former senior executives who hold Accenture Ltd Class A common shares. We refer to these persons as “coveredpersons.” The Accenture Ltd shares covered by the transfer restrictions generally include any Accenture Ltd Class A commonshares beneficially owned by a senior executive at the time in question and also as of or prior to the initial public offering of theAccenture Ltd Class A common shares in July 2001. We refer to the shares covered by these transfer restrictions as “coveredshares.” Covered shares are no longer subject to these transfer restrictions upon their valid transfer by a covered person. AccentureLtd’s bye−laws provide that each covered person is required, among other things, to:

• except as described below, maintain beneficial ownership of his or her covered shares received on or prior to July 24, 2001for a period of eight years thereafter;

• maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to July 24, 2001 as long as heor she is an employee of Accenture; and

• comply with certain additional transfer restrictions imposed by or with the consent of Accenture from time to time, includingin connection with offerings of securities by Accenture Ltd.

Notwithstanding the transfer restrictions described in the immediately preceding paragraph:• Covered persons who continue to be employees of Accenture are permitted to transfer a percentage of the covered shares

received by them on or prior to July 24, 2001 and owned by them as follows:

Cumulative percentage of sharespermitted to be transferred Years after July 24, 2001

10% 1 year25% 2 years35% 3 years45% 4 years55% 5 years65% 6 years75% 7 years100% The later of (a) 8 years or (b) end of employment by Accenture

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• Covered persons retiring from Accenture at the age of 50 or above are permitted to transfer covered shares they own on anaccelerated basis as follows:

Percentage of remainingtransfer restricted shares

Age at retirement permitted to be transferred

56 or older 100%55 87.5%54 75%53 62.5%52 50%51 37.5%50 25%

• In addition, a retired senior executive who reaches the age of 56 is permitted to transfer any covered shares he or she owns.Any remaining shares owned by retiring senior executives for which transfer restrictions are not released on an acceleratedbasis will be eligible to be transferred as if the retiring senior executive continued to be employed by Accenture.

• Covered persons who became disabled before our transition to a corporate structure are permitted to transfer all of theircovered shares. Current and former senior executives who have become disabled since our transition to a corporate structureare subject to the general transfer restrictions applicable to employees or, if disabled after the age of 50, benefit from theaccelerated lapses of transfer restrictions applicable to retired senior executives.

All transfer restrictions applicable to a covered person under Accenture Ltd’s bye−laws terminate upon death. If Accenture approves in writing a covered person’s pledge of his covered shares to a lender, foreclosures by the lender onthose shares, and any subsequent sales of those shares by the lender, are not restricted, provided that the lender must giveAccenture a right of first refusal to buy any shares at the market price before they are sold by the lender. Notwithstanding the transfer restrictions described in this summary, Accenture Ltd Class X common shares may not betransferred at any time, except upon the death of a holder of Class X common shares or with the consent of Accenture Ltd. Accenture Canada Holdings Inc. exchangeable shares held by covered persons are also subject to the transfer restrictions inAccenture Ltd’s bye−laws.

Term and Amendment. The transfer restrictions in Accenture Ltd’s bye−laws will not terminate unless they have beenpreviously waived or terminated under the terms of the bye−laws. Amendment of the transfer restrictions in Accenture Ltd’sbye−laws requires the approval of the Board of Directors of Accenture Ltd and a majority vote of Accenture Ltd’s shareholders.

Waivers and Adjustments. The transfer restrictions and the other provisions of Accenture Ltd’s bye−laws may be waived atany time by the Board of Directors of Accenture Ltd or its designees to permit covered persons to:

• participate as sellers in underwritten public offerings of common shares and tender and exchange offers and share purchaseprograms by Accenture;

• transfer covered shares in family or charitable transfers;

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• transfer covered shares held in employee benefit plans; and

• transfer covered shares in particular situations (for example, to immediate family members and trusts). Subject to the foregoing, from time to time, pursuant to the provisions of Accenture Ltd’s bye−laws, the Board of Directors ofAccenture Ltd or its designees may also approve limited relief from the existing share transfer restrictions for specified seniorexecutives or groups of senior executives in connection with particular retirement, employment and severance arrangements thatare determined to be in the best interests of the Company.

Administration and Resolution of Disputes. The terms and provisions of Accenture Ltd’s bye−laws are administered by theBoard of Directors of Accenture Ltd. The Board of Directors of Accenture Ltd or its designees have the sole power to enforce theprovisions of the bye−laws.

Articles of Association of Accenture SCA General. Except in the case of a redemption of Class I common shares or a transfer of Class I common shares to Accenture

Ltd or one of its subsidiaries, Accenture SCA’s Articles of Association provide that Accenture SCA Class I common shares maybe transferred only with the consent of Accenture Ltd, as the general partner of Accenture SCA.

Covered Person Transfer Restrictions. In addition, Accenture SCA’s Articles of Association also contain transfer restrictionsthat apply to certain Accenture current and former senior executives who hold Accenture SCA Class I common shares and areparties to the Accenture SCA transfer rights agreement, including redemptions by Accenture SCA and purchases by subsidiariesof Accenture Ltd. We refer to these persons as “covered persons.” The shares covered by these transfer restrictions generallyinclude all Class I common shares owned by a covered person. We refer to the shares covered by these transfer restrictions as“covered shares.” Covered shares are no longer subject to these transfer restrictions upon their valid transfer by a covered person.Accenture SCA’s Articles of Association provide that each covered person is required, among other things, to:

• except as described below, maintain beneficial ownership of his or her covered shares received on or prior to July 24, 2001for a period of eight years thereafter;

• maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to July 24, 2001 as long as heor she is an employee of Accenture; and

• comply with certain other transfer restrictions when requested to do so by Accenture. See “—Other Restrictions.”

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Notwithstanding the transfer restrictions described in the immediately preceding paragraph:

• Covered persons who continue to be employees of Accenture are permitted to transfer a percentage of the covered sharesreceived by them on or prior to July 24, 2001 and owned by them commencing on July 24, 2002 as follows:

Cumulative percentage of sharespermitted to be transferred Years after July 24, 2001

35% 3 years45% 4 years55% 5 years65% 6 years75% 7 years100% The later of (a) 8 years or (b) end of employment by Accenture

• Covered persons retiring at the age of 50 or above or who become disabled are granted accelerations of these provisions onterms identical to those applicable to Accenture Ltd Class A common shares held by covered persons and described under“—Accenture Ltd Bye−laws—Covered Person Transfer Restrictions” above.

All transfer restrictions applicable to a covered person under Accenture SCA’s Articles of Association terminate upon death. Term and Amendment. The transfer restrictions contained in Accenture SCA’s Articles of Association will not terminate

unless they have been previously waived or terminated under the terms of the Articles of Association. Amendment of the transferrestrictions in Accenture SCA’s Articles of Association requires the consent of Accenture SCA’s general partner and the approvalat a general meeting of shareholders.

Other Restrictions. In addition to the foregoing, all holders of Class I common shares are precluded from having their sharesredeemed by Accenture SCA or transferred to Accenture SCA, Accenture Ltd or a subsidiary of Accenture Ltd at any time orduring any period when Accenture SCA determines, based on the advice of counsel, that there is material non−public informationthat may affect the average price per share of Accenture Ltd Class A common shares, if the redemption would be prohibited byapplicable law, during an underwritten offering due to an underwriters lock−up or during the period from the announcement of atender offer by Accenture SCA or its affiliates for Accenture SCA Class I common shares until the expiration of ten business daysafter the termination of the tender offer (other than to tender the holder’s Accenture SCA Class I common shares in the tenderoffer).

Administration and Resolution of Disputes. The terms and provisions of Accenture SCA’s Articles of Association areadministered by the supervisory board of Accenture SCA, which consists of at least three members, each elected by a simplemajority vote of each general meeting of shareholders of Accenture SCA.Expiration of the Share Management Plan In April 2002 we introduced our Share Management Plan for current and former senior executives. Coupled with the transferrestrictions imposed in connection with our transition to a corporate structure, our Share Management Plan transactions andprograms have been effective in increasing our public float and broadening the ownership of Accenture Ltd Class A commonshares, while providing for the orderly entry of our shares held by our current and former senior executives

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and their permitted transferees into the market. On July 24, 2005, certain restrictions contained in Accenture Ltd’s bye−laws andAccenture SCA’s Articles of Association that provided the basis for our Share Management Plan expired. For more historicalinformation about the Share Management Plan, see the “Certain Transactions and Relationships” section in our Annual Report onForm 10−K for the fiscal year ended August 31, 2004 filed with the SEC on November 5, 2004.Accenture Senior Executive Trading Policy In July 2005, we implemented a Senior Executive Trading Policy applicable to our senior executives which provides, amongother things, that all covered shares still held by actively employed senior executives but which are no longer restricted by transferrestrictions will be subject to company−imposed quarterly trading guidelines. These currently limit the total number of sharesredeemed, sold or otherwise transferred in any calendar quarter to no more than a composite average weekly volume of trading inAccenture Ltd Class A common shares. The Senior Executive Trading Policy also prohibits senior executives from trading in anyAccenture equity during any company−designated black−out period. We expect to rigorously enforce this policy. However,sanctions under this policy may be prospective in nature and there can be no guarantee that we can prohibit all individual transfersthat may be attempted in breach of this policy. The Senior Executive Trading Policy was implemented, in part, due to theexpiration of the Share Management Plan. Since July 24, 2005, holders of covered shares have been able to individually executesales, redemptions or dispositions of those shares that are no longer subject to these charter provisions and, in the case of oursenior executives, in compliance with the quarterly trading guidelines contained in the Senior Executive Trading Policy.

ITEM 1A. RISK FACTORS In addition to the other information set forth in this report, you should carefully consider the following factors which couldmaterially affect our business, financial condition or future results. The risks described below are not the only risks facing us.Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materiallyadversely affect our business, financial condition and/or operating results.Risks That Relate to Our Business

Our results of operations could be negatively affected if we cannot expand and develop our services and solutions inresponse to changes in technology and client demand.

Our success depends on our ability to develop and implement consulting, systems integration and technology, and outsourcingservices and solutions that anticipate and respond to rapid and continuing changes in technology, industry developments and clientneeds. We may not be successful in anticipating or responding to these developments on a timely basis, and our offerings may notbe successful in the marketplace. Also, services, solutions and technologies offered by current or future competitors may make ourservice or solution offerings uncompetitive or obsolete. Any one of these circumstances could have a material adverse effect onour ability to obtain and successfully deliver client work.

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The consulting, systems integration and technology, and outsourcing markets are highly competitive, and we might not beable to compete effectively.

The consulting, systems integration and technology, and outsourcing markets are highly competitive. We compete with avariety of companies with respect to our offerings, including:

• Large multinational providers, including the service arms of large global technology providers, that offer some or all of theconsulting, systems integration and technology, and outsourcing services that we do;

• Off−shore service providers in lower−cost locations, particularly Indian providers, which offer a subset of the services weoffer;

• Niche solution or service providers which compete with us in a specific geographic market, industry segment or service area,including companies that provide new or alternative products, services or delivery models; and

• Accounting firms that are expanding or re−emphasizing their provision of consulting services.In addition, a client may choose to use its own resources rather than engage an outside firm for the types of services we provide. Some of our competitors may have larger customer bases and/or greater financial, marketing or other resources than we do.Larger and better−capitalized competitors may have enhanced abilities to compete for clients and skilled professionals.Additionally, some of our competitors, particularly those located in regions with lower costs of doing business, may be able toprovide services and solutions at lower cost than we can, particularly in the more commoditized aspects of the outsourcing andsystems integration markets. There is a risk that increased competition, particularly in the outsourcing market, could putdownward pressure on the prices we can charge for our services and on our operating margins. Similarly, if our competitorsdevelop and implement methodologies that yield greater efficiency and productivity, they may be able to offer services similar toours at lower prices without adversely affecting their profit margins. If we are unable to provide our clients with superior servicesand solutions at competitive prices, our results of operations may suffer. In addition, we may face greater competition from companies that have increased in size or scope as the result of strategicmergers. In particular, we continue to see consolidation activity among hardware manufacturers, software developers and vendors,and service providers. This vertical integration may result in greater convergence among previously separate technology functionsor reduced access to products, and may adversely affect our competitive position.

Our results of operations could be affected by economic and political conditions and the effects of these conditions on ourclients’ businesses and levels of business activity.

Global economic and political conditions affect our clients’ businesses and the markets they serve. A significant or prolongedeconomic downturn or a negative or uncertain political climate could adversely affect our clients’ financial condition and thelevels of business activity of our clients and the industries we serve. This may reduce our clients’ demand for our services ordepress pricing of those services and have a material adverse effect on our results of operations. Changes in global economicconditions could also shift demand to services for which we do not have competitive advantages, and this could negatively affectthe amount of business that we are able to obtain.

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Our work with government clients exposes us to additional risks inherent in the government contracting process. Our clients include national, provincial, state and local governmental entities. Our government work carries various risksinherent in the government contracting process. These risks include, but are not limited to, the following:

• Government entities typically fund projects through appropriated monies. While these projects are often planned andexecuted as multi−year projects, the government entities usually reserve the right to change the scope of or terminate theseprojects for lack of approved funding and at their convenience. Changes in government or political developments couldresult in charges in scope or in termination of our projects.

• Government entities often reserve the right to audit our contract costs, including allocated indirect costs, and conductinquiries and investigations of our business practices with respect to our government contracts. If the client finds that thecosts are not reimbursable, then we will not be allowed to bill for them, or the cost must be refunded to the client if it hasalready been paid to us. Findings from an audit also may result in our being required to prospectively adjust previouslyagreed rates for our work and may affect our future margins.

• If a government client discovers improper or illegal activities in the course of audits or investigations, we may becomesubject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts,forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with other agencies ofthat government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities,regardless of their adequacy.

• Government contracts, and the proceedings surrounding them, are often subject to more extensive scrutiny and publicity thancontracts with commercial clients. Negative publicity related to our government contracts, regardless of its accuracy, mayfurther damage our business by affecting our ability to compete for new contracts.

• Political and economic factors such as pending elections, revisions to governmental tax policies and reduced tax revenuescan affect the number and terms of new government contracts signed.

• Terms and conditions of government contracts tend to be more onerous and are often more difficult to negotiate than thosefor commercial contracts.

The occurrences or conditions described above could affect not only our business with the particular government agencyinvolved, but also our business with other agencies of the same or other governmental entities. Additionally, because of theirvisibility and political nature, government projects may present a heightened risk to our reputation. Either of these could have amaterial adverse effect on our business or our results of operations.

Our business could be adversely affected if our clients are not satisfied with our services. Our business model depends in large part on our ability to attract new work from our base of existing clients, at times on a solesource basis. If a client is not satisfied with our services or solutions, including those of subcontractors we employ, theprofitability of that work might be impaired and the client’s dissatisfaction with our services could damage our ability to obtainadditional work from that client. In particular, clients that are not satisfied might seek to terminate

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existing contracts prior to their scheduled expiration date and could direct future business to our competitors. In addition, negativepublicity related to our client relationships, regardless of its accuracy, may further damage our business by affecting our ability tocompete for new contracts with current and prospective clients.

Our business could be negatively affected if we incur legal liability in connection with providing our solutions and services. If we fail to meet our contractual obligations, fail to disclose our financial or other arrangements with our alliance partners orotherwise breach obligations to clients, or if our subcontractors dispute the terms of our agreements with them, we could besubject to legal liability. We may enter into non−standard agreements because we perceive an important economic opportunity orbecause our personnel did not adequately adhere to our guidelines. We may find ourselves committed to providing services thatwe are unable to deliver or whose delivery will cause us financial loss. If we cannot or do not perform our obligations we couldface legal liability and our contracts might not always protect us adequately through limitations on the scope of our potentialliability. If we cannot meet our contractual obligations to provide solutions and services, and if our exposure is not adequatelylimited through the terms of our agreements, then we might face significant legal liability and our business could be adverselyaffected.

Our results of operations could be adversely affected if our clients terminate their contracts with us on short notice. Our clients typically retain us on a non−exclusive, project−by−project basis. Although we do not centrally track thetermination provisions of our contracts, we estimate that the majority of our contracts can be terminated by our clients with shortnotice. A majority of our consulting contracts are less than 12 months in duration, and these shorter−duration contracts typicallypermit a client to terminate the agreement with as little as 30 days notice and without significant penalty. Longer−term, larger andmore complex contracts, such as the majority of our outsourcing contracts, generally require a longer notice period for terminationand often include an early termination charge to be paid to us, but this charge might not be sufficient to cover our costs or makeup for anticipated profits lost upon termination of the contract. Additionally, large client projects often involve multiple contractsor stages, and a client could choose not to retain us for additional stages of a project, try to renegotiate the terms of its contract orcancel or delay additional planned work. Terminations, cancellations or delays could result from factors that are beyond our control and unrelated to our work productor the progress of the project, including the business or financial conditions of the client, changes in client strategies or theeconomy generally. When contracts are terminated, we lose the anticipated revenues and might not be able to eliminate associatedcosts in a timely manner. Consequently, our profit margins in subsequent periods could be lower than expected.

Outsourcing services are a significant part of our business and subject us to operational and financial risk. We earned approximately 40% of our revenues before reimbursements in fiscal 2006 from our outsourcing services. Thisportion of our business presents potential operational and financial risks that are different from those of our consulting, technologyand systems integration services. In many cases, we take over the operation of certain portions of our clients’ businesses, andclient personnel and contracts are sometimes transferred to us. In some cases, this could mean that we assume responsibility forportions of our clients’ personnel, staffing, overhead and similar needs but might not have full ability to control the work andefforts of client personnel or their subcontractors. In addition,

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we could incur liability for failure to comply with laws or regulations related to the portions of our clients’ businesses that aretransferred to us. This type of work also presents financial risks to us. Outsourcing contracts typically have longer terms than consultingcontracts and generally have lower gross margins than consulting contracts, particularly in the first year. This could exertdownward pressure on our overall gross margins, particularly during the early stages of new outsourcing contracts, which mightnot be offset by improved performance on older outsourcing contracts in our portfolio. In addition, we face considerablecompetition for outsourcing work and our clients are increasingly using intensive contracting processes and aggressive contractingtechniques, sometimes assisted by third−party advisors.

We could be subject to liabilities if our subcontractors or the third parties with whom we partner cannot deliver theirproject contributions on time or at all.

Increasingly large and complex arrangements often require that we utilize subcontractors or that our services and solutionsincorporate or coordinate with the software, systems or infrastructure requirements of other vendors and service providers. Ourability to serve our clients and deliver and implement our solutions in a timely manner depends on the ability of thesesubcontractors, vendors and service providers to meet their project obligations in a timely manner. The quality of our services andsolutions could suffer if our subcontractors or the third parties with whom we partner do not deliver their products and services inaccordance with project requirements. In addition, certain work requires the use of unique and complex structures and alliances.Some of these structures require us to assume responsibility to the client for the performance of third parties whom we do notcontrol. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Off−Balance SheetArrangements.” If our subcontractors or these third parties fail to deliver their contributions on time or at all, if their contributionsdo not meet project requirements, or if we are unable to obtain reimbursement for liabilities of third parties that we have assumed,our ability to perform could be adversely affected or we might be subject to additional liabilities, which could have a materialadverse effect on our business, revenues, profitability or cash flow.

Our results of operations may be affected by the rate of growth in the use of technology in business and the type and levelof technology spending by our clients.

Our business depends in part upon continued growth in the use of technology in business by our clients and prospective clientsand their customers and suppliers. In challenging economic environments, our clients may reduce or defer their spending on newtechnologies in order to focus on other priorities. At the same time, many companies have already invested substantial resourcesin their current means of conducting commerce and exchanging information, and they may be reluctant or slow to adopt newapproaches that could disrupt existing personnel, processes and infrastructures. If the growth of use of technology in business orour clients’ spending on technology in business declines, or if we cannot convince our clients or potential clients to embrace newtechnology solutions, our results of operations could be adversely affected.

Our profitability could suffer if we are not able to maintain favorable pricing rates. Our profit margin, and therefore our profitability, is dependent on the rates we are able to recover for our services. If we arenot able to maintain favorable pricing for our services, our profit

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margin and our profitability could suffer. The rates we are able to recover for our services are affected by a number of factors,including:

• our clients’ perceptions of our ability to add value through our services;

• competition;

• introduction of new services or products by us or our competitors;

• our competitors’ pricing policies;

• our ability to accurately estimate, attain and sustain contract revenues, margins and cash flows over increasingly longercontract periods;

• bid practices of clients and their use of third−party advisors;

• the use by our competitors and our clients of off−shore resources to provide lower−cost service delivery capabilities; and

• general economic and political conditions.Our profitability could suffer if we are not able to maintain favorable utilization rates.

The cost of providing our services, including the utilization rate of our professionals, affects our profitability. If we are notable to maintain an appropriate utilization rate for our professionals, our profit margin and our profitability may suffer. Ourutilization rates are affected by a number of factors, including:

• our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;

• our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies andworkforces;

• our ability to manage attrition; and

• our need to devote time and resources to training, professional development and other non−chargeable activities.If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contractscould be unprofitable.

We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particularcontract, these include time−and−materials pricing, fixed−price pricing, and contracts with features of both of these pricingmodels. Our pricing is highly dependent on our internal forecasts and predictions about our projects and the marketplace, whichmight be based on limited data and could turn out to be inaccurate or used ineffectively. If we do not accurately estimate the costsand timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated.We could face greater risk when pricing our outsourcing contracts, as many of our outsourcing projects entail the coordination ofoperations and workforces in multiple locations, utilizing workforces with different skillsets and competencies and geographicallydistributed service centers. Furthermore, on outsourcing work we occasionally hire employees from our clients and assumeresponsibility for one or more of our clients’ business processes. Our pricing, cost and profit margin estimates on outsourcingwork frequently include anticipated long−term cost savings from transformational and other initiatives that we expect to achieveand sustain over the life of the outsourcing contract. There is a risk that we will underprice our contracts or fail to accurately

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estimate the costs of performing the work. In particular, any increased or unexpected costs, delays or failures to achieveanticipated cost savings in connection with the performance of this work, including delays caused by factors outside our control,could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.

Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance orbusiness targets. This could increase the variability of our revenues and margins.

We have an increasing number of contracts, many of which are outsourcing contracts, that include incentives related to factorssuch as costs incurred, benefits produced, goals attained and adherence to schedule. Many of our contracts, including businesstransformation outsourcing contracts, provide that payment of all or a portion of our fees is contingent upon our clients meetingrevenue−enhancement, cost−saving or other contractually defined goals that are complex and often dependent in some measure onour clients’ actual levels of business activity. These provisions could increase the variability in revenues and margins earned onthose contracts. We estimate that a majority of our contracts include pricing terms that condition some or all of our fees on theachievement of contractually defined goals.

Our alliance relationships may not be successful. We have alliances with companies whose capabilities complement our own. See “Business— Alliances.” As most of ouralliance relationships are non−exclusive, our alliance partners are not prohibited from forming closer or preferred arrangementswith our competitors. Loss of or limitations on our relationships with them could adversely affect our financial condition andresults of operations.

Our global operations are subject to complex risks, some of which might be beyond our control. We have offices and operations in 49 countries around the world and provide services to clients in more than 75 countries. Infiscal 2006, approximately 46% of our revenues before reimbursements were attributable, based upon where client services aresupervised, to our activities in our Americas region, 46% were attributable to our activities in our Europe, Middle East and Africaregion (“EMEA”), and 8% were attributable to our activities in our Asia Pacific region. In addition, our Global Delivery Networkcomprises local Accenture professionals working at client sites around the world in tandem with professionals resident in othercountries located in more than 40 delivery centers. If we are unable to manage the risks of our global operations, includingfluctuations in foreign exchange and inflation rates, international hostilities, terrorism, natural disasters, security breaches, failureto maintain compliance with our clients control requirements and multiple legal and regulatory systems, our results of operationscould be adversely affected.

Our operating results may be adversely affected by fluctuations in foreign currency exchange rates. Although we report ouroperating results in U.S. dollars, a significant percentage of our revenues before reimbursements is denominated in currenciesother than the U.S. dollar. Fluctuations in foreign currency exchange rates can have a number of adverse effects on us. Becauseour consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well asassets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, changesin the value of the U.S. dollar against other major currencies will affect our revenues before reimbursements, operating incomeand the value of balance−sheet items originally denominated in other currencies. Declines in the value of other currencies againstthe U.S. dollar could cause our consolidated earnings stated in U.S. dollars to be lower than

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our consolidated earnings in local currency terms and could decrease the profitability of our contracts that are denominated inthose currencies. There is no guarantee that our financial results will not be adversely affected by currency exchange ratefluctuations or that any efforts by us to engage in currency hedging activities would be effective. In addition, in some countries wecould be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which could limit ourability to use this cash across our global operations. Finally, as we continue to leverage our global delivery model, more of ourexpenses are incurred in currencies other than those in which we bill for the related services. An increase in the value of certaincurrencies, such as the Indian rupee, against the U.S. dollar could increase costs for delivery of services at off−shore sites byincreasing labor and other costs that are denominated in local currency.

International hostilities, terrorist activities, natural disasters and infrastructure disruptions could prevent us from effectivelyserving our clients and thus adversely affect our operating results. Acts of terrorist violence — such as those of recent years in theUnited States, Spain and England — armed regional and international hostilities and international responses to these hostilities,natural disasters, global health risks or pandemics or the threat of or perceived potential for these events, could have a negativeimpact on us. These events could adversely affect our clients’ levels of business activity and precipitate sudden significantchanges in regional and global economic conditions and cycles. These events also pose significant risks to our people and tophysical facilities and operations around the world, whether the facilities are ours or those of our alliance partners or clients. Bydisrupting communications and travel and increasing the difficulty of obtaining and retaining highly skilled and qualifiedpersonnel, these events could make it difficult or impossible for us to deliver services to our clients. Extended disruptions ofelectricity, other public utilities or network services at our facilities, as well as system failures at, or security breaches in, ourfacilities or systems, could also adversely affect our ability to serve our clients. While we plan and prepare to defend against eachof these occurrences, we might be unable to protect our people, facilities and systems against all such occurrences. We generallydo not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars. If these disruptions prevent usfrom effectively serving our clients, our operating results could be adversely affected.

We could have liability or our reputation could be damaged if we do not protect client data or information systems or if ourinformation systems are breached. We are dependent on information technology networks and systems to process, transmit andstore electronic information and to communicate among our locations around the world and with our alliance partners and clients.Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorizeddisclosure of confidential information. We are also required at times to manage, utilize and store sensitive or confidential client oremployee data. As a result, we are subject to numerous U.S. and foreign jurisdiction laws and regulations designed to protect thisinformation, such as the European Union Directive on Data Protection and various U.S. federal and state laws governing theprotection of health or other individually identifiable information. If any person, including any of our employees, negligentlydisregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriatesthat data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive orconfidential client or employee data, whether through systems failure, employee negligence, fraud or misappropriation, coulddamage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or thosewe develop for our clients, whether by our employees or third parties, could result in negative publicity, legal liability and damageto our reputation.

We could incur liability or our reputation could be damaged if our provision of services and solutions to our clientscontributes to our clients’ internal control deficiencies. Our clients may request

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that we provide an audit of control activities we perform for them when we host or process data belonging to them. Our ability toacquire new clients and retain existing clients may be adversely affected and our reputation could be harmed if we receive aqualified opinion, or if we cannot obtain an unqualified opinion in a timely manner. Additionally, we could incur liability if aprocess we manage for a client were to result in internal controls failures or impair our client’s ability to comply with its owninternal control requirements.

Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation ofthese regulations could harm our business. Because we provide services to clients in more than 75 countries, we are subject tonumerous, and sometimes conflicting, legal regimes on matters as diverse as import/export controls, content requirements, traderestrictions, tariffs, taxation, sanctions, government affairs, internal and disclosure control obligations, data privacy and laborrelations. Violations of these regulations in the conduct of our business could result in fines, criminal sanctions against us or ourofficers, prohibitions on doing business and damage to our reputation. Violations of these regulations in connection with theperformance of our obligations to our clients also could result in liability for monetary damages, fines and/or criminal prosecution,unfavorable publicity, restrictions on our ability to process information and allegations by our clients that we have not performedour contractual obligations. Due to the varying degrees of development of the legal systems of the countries in which we operate,local laws might be insufficient to protect our rights. Legislation related to certain non−U.S. corporations has been enacted in various jurisdictions in the United States, none ofwhich adversely affects Accenture. However, additional legislative proposals remain under consideration in various legislatureswhich, if enacted, could limit or even prohibit our eligibility to be awarded state or Federal government contracts in the UnitedStates in the future. Changes in laws and regulations applicable to foreign corporations could also mandate significant and costlychanges to the way we implement our services and solutions, such as preventing us from using off−shore resources to provide ourservices, or could impose additional taxes on the provision of our services and solutions. These changes could threaten our abilityto continue to serve certain markets. In many parts of the world, including countries in which we operate, practices in the local business community might notconform to international business standards and could violate anticorruption regulations, including the U.S. Foreign CorruptPractices Act, which prohibits giving anything of value intended to influence the awarding of government contracts. Although wehave policies and procedures to ensure legal and regulatory compliance, our employees, subcontractors and agents could takeactions that violate these requirements. Violations of these regulations could subject us to criminal or civil enforcement actions,including fines and suspension or disqualification from U.S. federal procurement contracting, any of which could have a materialadverse effect on our business.

Our profitability could suffer if we are not able to control our costs. Our ability to control our costs and improve our efficiency affects our profitability. As the continuation of pricing pressurescould result in permanent changes in pricing policies and delivery capabilities, we must continuously improve our management ofcosts. Our short−term cost reduction initiatives, which focus primarily on reducing variable costs, might not be sufficient to dealwith all pressures on our pricing. Our long−term cost−reduction initiatives, which focus on global reductions in infrastructure andother costs, rely upon our successful introduction and coordination of multiple geographic and competency workforces and agrowing number of geographically distributed delivery centers. As we increase the number of our professionals and execute ourstrategies for growth, we

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might not be able to manage significantly larger and more diverse workforces, control our costs or improve our efficiency. Despiteincreased cost savings, we could experience erosion of operating income as a percentage of revenues before reimbursements ifcurrent pricing pressures accelerate.

If we are unable to attract, retain and motivate employees or efficiently utilize their skills, we might not be able to competeeffectively and will not be able to grow our business.

Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talentedpeople with the increasingly diverse skills needed to serve clients and grow our business. Competition for skilled personnel inconsulting, systems integration and technology, and outsourcing is intense at all levels of experience and seniority. We areparticularly dependent on the skills of our senior executives, and if we are not able to successfully retain and motivate our seniorexecutives and experienced managers, our ability to develop new business and effectively lead our current projects could bejeopardized. At the same time, the profitability of our business model depends on our ability to effectively utilize personnel withthe right mix of skills and experience to support our projects and global delivery centers. The process of recruiting, training andretaining employees places significant demands on our resources. There is a risk that at certain points in time and in certaingeographical regions, we will find it difficult to hire and retain a sufficient number of employees with the skills or backgroundswe require, or that it will prove difficult to retain them in a competitive labor market. If we are unable to hire and retain sufficientnumbers of talented people, we might need to rely on subcontractors to fill certain of our labor needs, and costs for hiringsubcontractors may be greater than those for our permanent employees. If we are not successful at retaining and motivating oursenior executives, attracting and retaining other qualified employees in sufficient numbers to meet the demands of our business, orutilizing our people effectively, then our ability to compete for and successfully complete work for our clients could be adverselyaffected.

If we are unable to collect our receivables or amounts extended to our clients as financing, our results of operations couldbe adversely affected.

Our business depends on our ability to successfully obtain payment from our clients on the amounts they owe us for workperformed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We alsomaintain reserves for uncollectible receivables. However, actual default rates on receivables could differ from those that wecurrently anticipate and as a result we might need to adjust our reserves for uncollectible receivables. In limited circumstances, wealso extend financing to our clients, which we could fail to collect. At August 31, 2006, we had $263 million of client financingoutstanding. A client must meet established criteria to receive financing from us and any significant extension of credit requiresapproval by senior levels of our management. However, there is no guarantee that we will accurately assess the creditworthinessof our clients. In addition, recovery of client financing depends on our ability to complete our contractual commitments and billand collect our contracted revenues. If we are unable to meet our contractual requirements, client financing balances may beuncollectible.

Tax legislation and negative publicity related to Bermuda companies could lead to an increase in our tax burden or affectour relationships with our clients.

In 2004, the United States Congress enacted legislation relating to the tax treatment of U.S. companies that have undertakencertain types of expatriation transactions. We do not believe this legislation applies to Accenture. However, we are not able topredict with certainty whether the U.S. Internal Revenue Service will challenge our interpretation of the legislation, nor are weable to

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predict with certainty the impact of regulations or other interpretations that might be issued related to this legislation. Futuredevelopments or the finalization of regulations or interpretations could materially increase our tax expense. In addition, there have been, from time to time, negative comments in the media regarding companies incorporated inBermuda. This negative publicity could harm our reputation and impair our ability to generate new business if companies orgovernment agencies decline to do business with us as a result of a negative public image of Bermuda companies or the possibilityof our clients receiving negative media attention from doing business with us.

Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilizethe intellectual property of others.

We cannot be sure that our services and solutions, or the solutions of others that we offer to our clients, do not infringe on theintellectual property rights of third parties, and we could have infringement claims asserted against us or against our clients. Theseclaims could harm our reputation, cost us money and prevent us from offering some services or solutions. Historically in a numberof our contracts, we have agreed to indemnify our clients for any expenses or liabilities resulting from claimed infringements ofthe intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than therevenues we receive from the client. Any claims or litigation in this area, whether we ultimately win or lose, could betime−consuming and costly, injure our reputation or require us to enter into royalty or licensing arrangements. We might not beable to enter into these royalty or licensing arrangements on acceptable terms. If a claim of infringement were successful againstus or our clients, an injunction might be ordered against our client or our own services or operations, causing further damages. We could lose our ability to utilize the intellectual property of others. Third−party suppliers of software, hardware or otherintellectual assets could be acquired or sued, and this could disrupt use of their products or services by Accenture and our clients.If our ability to provide services and solutions to our clients is impaired, our operating results could be adversely affected.

We have only a limited ability to protect our intellectual property rights, which are important to our success. Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property.Existing laws of some countries in which we provide services or solutions might offer only limited protection of our intellectualproperty rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractualarrangements, and patent, copyright and trademark laws to protect our intellectual property rights. The steps we take in this regardmight not be adequate to prevent or deter infringement or other misappropriation of our intellectual property, and we might not beable to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights. Depending on the circumstances, we could be required to grant a specific client greater rights in intellectual propertydeveloped in connection with a contract than we otherwise generally do, in which case we would seek to cross−license the use ofthe intellectual property. However, in certain situations, we forego rights to the use of intellectual property we help create, whichlimits our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solutioncould cause us to lose revenue−generating opportunities and require us to incur additional expenses to develop new or modifiedsolutions for future projects.

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If we are unable to manage the organizational challenges associated with the size and expansion of our company, wemight be unable to achieve our business objectives.

Since 2001, we have almost doubled the size of our workforce so that we now have approximately 140,000 employees,located in more than 150 cities in 49 countries. Although we have altered our management processes to keep pace with ourgeographical and workforce expansion, the size of our company presents significant management and organizational challengesand these issues may become more pronounced if we continue our rate of expansion. For example, our plans call for theestablishment of multiple global delivery centers and the hiring of numerous new employees in an expansion of our offshoreworkforce. It might take time for our newer employees to develop the knowledge, skills or experience that our business modelrequires. Furthermore, if we continue to grow, it could become increasingly difficult to maintain our culture, effectively manageour personnel and operations and effectively communicate to our personnel worldwide our core values, strategies and goals.Similarly, it could become increasingly difficult to maintain common standards across an expanding enterprise or to effectivelyinstitutionalize our know−how. Finally, the size and scope of our operations increases the possibility that an employee will engagein unlawful or fraudulent activity, or otherwise expose the company to unacceptable business risks, despite our efforts to maintaininternal controls to prevent such instances. If we do not continue to develop and implement the right processes and tools tomanage our large and expanding enterprise, our ability to compete successfully and achieve our business objectives could beimpaired.

We might acquire other businesses or technologies, and there is a risk that we might not successfully integrate them withour business or might otherwise fail to achieve our strategic objectives.

Although we have completed a number of relatively small acquisitions to date, our experience with acquisitions of otherbusinesses is limited. If we continue to acquire other businesses, we might need to dedicate additional management and otherresources to complete the transactions, which could divert our attention from other business operations. Our organizationalstructure and limited experience integrating acquired businesses could also make it difficult for us to efficiently consummate thesetransactions or integrate acquired businesses or technologies into our ongoing operations. Some of the challenges we could faceintegrating acquired businesses or technologies include combining service delivery operations, consolidating IT andadministrative infrastructure, assimilating employees and minimizing diversion of management attention. Accordingly, we mightfail to realize the expected benefits or strategic objectives of any acquisition we undertake, which could have an adverse effect onour revenues and profit margin or our ability to grow our business.Risks That Relate to Ownership of Our Class A Common Shares

The share price of Accenture Ltd Class A common shares could be adversely affected from time to time by sales, or theanticipation of future sales, of Class A common shares held by our employees and former employees.

Our employees and former employees continue to hold significant numbers of Accenture Ltd Class A common shares,restricted share units and options, as well as other classes of stock of our subsidiaries that are exchangeable or redeemable forAccenture Ltd Class A common shares.

A large number of shares will become freely tradable on July 24, 2009• At the time of our transition to a corporate structure in 2001, many of our senior executives received a substantial number of

Class A common shares and/or securities that may be

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exercisable, redeemable or exchangeable for Class A common shares or pursuant to which Class A common shares may bedelivered to such senior executives. Those shares generally remain subject to transfer restrictions that lapse with the passageof time on an annual basis through July 24, 2009. See “Business—Organizational Structure—Restrictions on Transfer ofCertain Accenture Shares.” As of October 12, 2006, the following number of additional shares still held by our current andformer senior executives and their permitted transferees are scheduled to have transfer restrictions lapse on the dates set forthbelow:

Number of additional Number of additional AccentureAccenture Ltd SCA Class I common shares and

Class A common shares that Accenture Canada Holdings Inc.are scheduled to become exchangeable shares that willavailable for transfer on become available for transfer

Anniversary Date anniversary date on anniversary date

July 24, 2007 10,597,041 28,825,937July 24, 2008 10,812,783 32,533,067July 24, 2009 35,959,138 74,327,885

Later of July 24, 2009 or end of employment withAccenture 23,370,544 63,307,438

If a large number of former senior executives, or their transferees, choose to transfer their shares upon the release of transferrestrictions on July 24, 2009, it could have an adverse impact on the share price of our Class A common shares. We have on several occasions conducted transactions, including two discounted tender offers of Accenture SCA shares andtargeted repurchases of Accenture Ltd shares, designed to address the potential impact of the build−up of shares having transferrestrictions that would otherwise lapse on July 24, 2009. There is no assurance that these transactions, or any other transactions wemight undertake in the future, will have the desired impact of meaningfully reducing the number of shares whose transferrestrictions lapse on a common date.

Our Senior Executive Trading Policy might not be effective at limiting the number of shares sold• In July 2005, we implemented a Senior Executive Trading Policy. It provides, among other things, that all shares covered by

the transfer restrictions contained in our various charter documents and still held by actively employed senior executives butwhich are no longer restricted by the transfer restrictions described above will be subject to company−imposed quarterlytrading guidelines. These guidelines currently limit the total number of shares redeemed, sold or otherwise transferred in anycalendar quarter to no more than a composite average weekly volume of trading in Accenture Ltd Class A common shares.The policy guidelines are not legal or contractual restrictions, however, and there is a risk that the internal sanctionsavailable to us might not adequately dissuade individual employees from attempting transfers in excess of the amountspermitted under the policy. Additionally, there is a risk that this policy creates an adverse incentive for some seniorexecutives to retire or to terminate their Accenture employment in order to sell unrestricted shares that would otherwise begoverned by these quarterly trading guidelines. This could have an adverse effect on our ability to retain talented andexperienced senior executives.

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The sale of shares issued under our 2001 Share Incentive Plan could have an adverse effect on our share price• As of October 12, 2006, a total of 48,323,627 of our Class A common shares underlying restricted share units were

scheduled to be delivered during the calendar years indicated below:

Calendar Year Number of Shares

2006 304,4392007 8,222,4422008 6,626,6152009 12,508,826

2010 and after 20,661,305

Although the holders may choose to defer delivery of some of these shares for tax purposes, it is foreseeable that asignificant number of these shares could be sold on the open markets following their delivery.

• In addition, as of October 12, 2006, a total of 55,037,422 Accenture Ltd Class A common shares were issuable pursuant tooptions, of which options to purchase an aggregate of 44,198,638 Class A common shares were exercisable and options topurchase an aggregate of 10,838,784 Class A common shares are scheduled to become exercisable during the calendar yearsindicated below:

Calendar Year Number of Shares

2006 73,8942007 8,088,889

After 2007 2,676,001

Upon delivery of restricted stock, or exercise of employee stock options, under our 2001 Stock Incentive Plan, ouremployees or former employees may choose to sell a significant number of our shares in open market transactions. There is a riskthat this could put additional downward pressure on the price of our Class A common stock.

Our share price has fluctuated in the past and could continue to fluctuate, including in response to variability in revenues,operating results and profitability, and as a result our share price could be difficult to predict.

Our share price has fluctuated in the past and could continue to fluctuate in the future in response to various factors. Thesefactors include:

• announcements by us or our competitors about developments in our business or prospects;

• projections or speculation about our business or that of our competitors by the media or investment analysts;

• changes in macroeconomic or political factors unrelated to our business;

• general or industry−specific market conditions or changes in financial markets; and

• changes in our revenues, operating results and profitability.

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Our revenues, operating results and profitability have varied in the past and are likely to vary significantly from quarter toquarter in the future, making them difficult to predict. Some of the factors that could cause our revenues, operating results andprofitability to vary include:

• seasonality, including number of workdays and holiday and summer vacations;

• the business decisions of our clients regarding the use of our services;

• periodic differences between our clients’ estimated and actual levels of business activity associated with ongoing work;

• the stage of completion of existing projects and/or their termination;

• our ability to transition employees quickly from completed to new projects;

• the introduction of new products or services by us or our competitors;

• changes in our pricing policies or those of our competitors;

• our ability to manage costs, including those for personnel, support services and severance;

• our ability to maintain an appropriate headcount in each of our workforces;

• acquisition and integration costs related to possible acquisitions of other businesses;

• changes in, or the application of changes in, accounting principles or pronouncements under U.S. generally acceptedaccounting principles, particularly those related to revenue recognition;

• currency exchange rate fluctuations;

• changes in estimates, accruals or payments of variable compensation to our employees; and

• global, regional and local economic and political conditions and related risks, including acts of terrorism. As a result of any of these factors, our share price could be difficult to predict and our share price in the past might not be agood indicator of the price of our shares in the future. In addition, if litigation is instituted against us following variability in ourshare price, we might need to devote substantial time and resources to responding to the litigation, and our share price could beadversely affected.

Our share price could be adversely affected if we are unable to maintain effective internal controls. We are required to provide a report from management to our shareholders on our internal control over financial reporting thatincludes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations,including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions,and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect allmisstatements or fraud. If we cannot maintain and execute adequate internal control over financial reporting or implementrequired new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation ofour financial statements for external use, we could suffer harm to our reputation, fail to meet our public reporting requirements ona timely basis, or be unable to properly report on our business and the results of our operations and the market price of oursecurities could be materially adversely affected.

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We are registered in Bermuda and a significant portion of our assets are located outside the United States. As a result, itmight not be possible for shareholders to enforce civil liability provisions of the Federal or state securities laws of theUnited States.

We are organized under the laws of Bermuda, and a significant portion of our assets are located outside the United States. Itmight not be possible to enforce court judgments obtained in the United States against us in Bermuda or in countries other than inthe United States where we have assets based on the civil liability provisions of the Federal or state securities laws of the UnitedStates. In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforcejudgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the Federal orstate securities laws of the United States or would hear actions against us or those persons based on those laws. We have beenadvised by our legal advisors in Bermuda that the United States and Bermuda do not currently have a treaty providing for thereciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the paymentof money rendered by any Federal or state court in the United States based on civil liability, whether or not based solely onU.S. Federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments might not beenforceable in countries other than in the United States where we have assets.

Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders. Our shareholders could have more difficulty protecting their interests than would shareholders of a corporation incorporated ina jurisdiction of the United States. As a Bermuda company, we are governed by the Companies Act 1981 of Bermuda. TheCompanies Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, includingthe provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification ofdirectors. Under Bermuda law, the duties of directors and officers of a company are generally owed to the company only. Shareholdersof Bermuda companies do not generally have rights to take action against directors or officers of the company, and may only doso in limited circumstances. Officers of a Bermuda company must, in exercising their powers and performing their duties, acthonestly and in good faith with a view to the best interests of the company and must exercise the care and skill that a reasonablyprudent person would exercise in comparable circumstances. Directors have a duty not to put themselves in a position in whichtheir duties to the company and their personal interests might conflict and also are under a duty to disclose any personal interest inany contract or arrangement with the company or any of its subsidiaries. If a director or officer of a Bermuda company is found tohave breached his duties to that company, he could be held personally liable to the company in respect of that breach of duty. Adirector may be liable jointly and severally with other directors if it is shown that the director knowingly engaged in fraud ordishonesty. In cases not involving fraud or dishonesty, the liability of the director will be determined by the Bermuda courts onthe basis of their estimation of the percentage of responsibility of the director for the matter in question, in light of the nature ofthe conduct of the director and the extent of the causal relationship between his conduct and the loss suffered.

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We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute ourshareholders’ ownership interest in us.

We might need to raise additional funds through public or private debt or equity financings in order to:• take advantage of opportunities, including more rapid expansion;

• acquire complementary businesses or technologies;

• develop new services and solutions; or

• respond to competitive pressures. Any additional capital raised through the sale of equity could dilute shareholders’ ownership percentage in us. Furthermore,any additional financing we need might not be available on terms favorable to us, or at all.ITEM 1B. UNRESOLVED STAFF COMMENTS None.ITEM 2. PROPERTIES We have major offices in the world’s leading business centers, including New York, London, Frankfurt, Paris, Madrid,Chicago, Milan, Tokyo, Sao Paolo, Rome, Bangalore, San Francisco, Sydney, Manila and Boston, among others. In total, we haveoffices and operations in more than 150 cities in 49 countries around the world. We do not own any material real property.Substantially all of our office space is leased under long−term leases with varying expiration dates. We believe that our facilitiesare adequate to meet our needs in the near future.ITEM 3. LEGAL PROCEEDINGS We are involved in a number of judicial and arbitration proceedings concerning matters arising in the ordinary course of ourbusiness. We do not expect that any of these matters, individually or in the aggregate, will have a material impact on our results ofoperations or financial condition. As previously reported in July 2003, we became aware of an incident of possible noncompliance with the Foreign CorruptPractices Act and/or with Accenture’s internal controls in connection with certain of our operations in the Middle East. In 2003,we voluntarily reported the incident to the appropriate authorities in the United States promptly after its discovery. Shortlythereafter, the SEC advised us it would be undertaking an informal investigation of this incident, and the U.S. Department ofJustice indicated it would also conduct a review. Since that time, there have been no further developments. We do not believe thatthis incident will have any material impact on our results of operations or financial condition. We currently maintain the types and amounts of insurance customary in the industries and countries in which we operate,including coverage for professional liability, general liability and management liability. We consider our insurance coverage to beadequate both as to the risks and amounts for the businesses we conduct.ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders of Accenture Ltd or Accenture SCA during the fourth quarter of fiscal2006.

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Executive Officers of the Registrant Our executive officers and persons chosen to become executive officers as of the date hereof are as follows:

Kevin Campbell, 46, became our group chief executive—Outsourcing in September 2006, after serving as our seniormanaging director—Business Process Outsourcing beginning in February 2005. Previously, he served as the vice president ofglobal sales at Hewitt Associates from September 2004 to February 2005, and as president and chief operating officer of ExultInc. from May 2000 to September 2004, when Exult merged with Hewitt. Mr. Campbell was previously employed by Accenturefrom 1982 until 1999.

Gianfranco Casati, 47, became our group chief executive—Products operating group in September 2006. From April 2002 toSeptember 2006, Mr. Casati was managing director of the Products operating group’s Europe operating unit. He also served asAccenture’s country managing director for Italy and as chairman of our geographic council in its IGEM (Italy, Greece, emergingmarkets) region, supervising Accenture offices in Italy, Greece and several Eastern European countries. Mr. Casati has been withAccenture for 22 years.

Martin I. Cole, 50, became our group chief executive—Communications & High Tech operating group in September 2006,after serving as our group chief executive—Government operating group from September 2004 to September 2006. FromSeptember 2000 to August 2004, he served in leadership roles in our outsourcing group, including serving as global managingpartner of our Outsourcing & Infrastructure Delivery group. Mr. Cole has been with Accenture for 26 years.

Anthony G. Coughlan, 49, has been our principal accounting officer since September 2004 and our controller sinceSeptember 2001. Mr. Coughlan has been with Accenture for 28 years.

Pamela J. Craig, 49, is currently our senior vice president—Finance, a position which she has held since March 2004. Shewill become our chief financial officer on October 31, 2006. Previously, Ms. Craig was our group director—Business Operations& Services from March 2003 to March 2004, and was our managing partner—Global Business Operations from June 2001 toMarch 2003. Ms. Craig has served as a director of Avanade Inc. since February 2006, and is a member of its Audit Committee.Ms. Craig has been with Accenture for 24 years.

Karl−Heinz Flöther, 54, has been our group chief executive—Systems Integration, Technology & Delivery since May 2005.From December 1999 to May 2005 he was our group chief executive—Financial Services operating group. In addition,Mr. Flöther served as one of our directors from June 2001 to February 2003, and is currently a director of Avanade Inc.Mr. Flöther has been with Accenture for 27 years.

Mark Foster, 46, became our group chief executive—Business Consulting & Integrated Markets in September 2006. Prior tothat, Mr. Foster served as our group chief executive—Products operating group from March 2002 to September 2006. FromSeptember 2000 to March 2002, he was managing partner of our Products operating group in Europe. Mr. Foster has been withAccenture for 22 years.

Robert N. Frerichs, 54, has been our chief quality & risk officer since September 2004. From November 2003 to September2004, he was chief operating officer of our Communication & High Tech operating group. From August 2001 to November 2003,he led the market maker team for our Communications & High Tech operating group. Prior to these roles, Mr. Frerichs heldnumerous leadership positions within our Communications & High Tech operating group. He currently serves on the Board ofDirectors of Avanade Inc., and is chairman of its Audit Committee. Mr. Frerichs has been with Accenture for 30 years.

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William D. Green, 53, became chairman of the Board of Directors on August 31, 2006, and has been our chief executiveofficer since September 2004 and a director since June 2001. From March 2003 to August 2004 he was our chief operatingofficer— Client Services, and from August 2000 to August 2004 he was our country managing director, United States. Mr. Greenhas been with Accenture for 28 years.

Adrian Lajtha, 49, has been our group chief executive—Financial Services operating group since May 2005. From February2000 to May 2005 he was managing partner of our Financial Services operating group in the United Kingdom and Ireland.Mr. Lajtha has been with Accenture for 27 years.

Lisa M. Mascolo, 46, became our group chief executive— Government operating group in September 2006. She has served inleadership roles in our Government operating group since 2001, including serving as managing director of our USA Governmentoperating unit and managing partner of Accenture’s US Federal Government business. Ms. Mascolo has been with Accenture for24 years.

Michael G. McGrath, 60, has been our chief financial officer since July 2004. From November 2001 to July 2004 he was ourchief risk officer. He was our treasurer from June 2001 to November 2001. From September 1997 to June 2001, Mr. McGrath wasour chief financial officer. Mr. McGrath will assume the role of international chairman of Accenture on October 31, 2006.Effective as of that date, he will be succeeded as chief financial officer by Pamela J. Craig. Mr. McGrath has been with Accenturefor 33 years.

Stephen J. Rohleder, 49, has been our chief operating officer since September 2004. From March 2003 to September 2004,he was our group chief executive—Government operating group. From March 2000 to March 2003, he was managing partner ofour Government operating group in the United States. Mr. Rohleder has been with Accenture for 25 years.

Douglas G. Scrivner, 55, has been our general counsel and secretary since January 1996 and our compliance officer sinceSeptember 2001. Mr. Scrivner has been with Accenture for 26 years.

Alexander M. van’t Noordende, 43, became our group chief executive—Resources operating group in September 2006.Prior to assuming that role, he led our Resources operating group in Southern Europe, Africa, the Middle East and Latin America,and has served as managing partner of the Resources operating group in France, Belgium and the Netherlands. From 2001 untilSeptember 2006, Mr. van ’t Noordende served as our country managing director for the Netherlands. Mr. van’t Noordende hasbeen with Accenture for 19 years.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Accenture Ltd Class A Common Shares Accenture Ltd Class A common shares are traded on the New York Stock Exchange under the symbol “ACN.” The New YorkStock Exchange is the principal United States market for these shares. The following table sets forth, on a per share basis for the periods indicated, the high and low sale prices for the Class Acommon shares as reported by the New York Stock Exchange.

Price Range

High Low

Fiscal 2005First Quarter $ 27.58 $ 22.61Second Quarter $ 27.60 $ 24.39Third Quarter $ 25.97 $ 21.00Fourth Quarter $ 25.70 $ 22.20Fiscal 2006First Quarter $ 28.63 $ 24.45Second Quarter $ 33.05 $ 28.02Third Quarter $ 32.94 $ 26.17Fourth Quarter $ 29.66 $ 25.68Fiscal 2007First Quarter (through October 12, 2006) $ 33.15 $ 28.28

The closing sale price of the Accenture Ltd Class A common shares as reported by the New York Stock Exchangeconsolidated tape as of October 12, 2006 was $31.70. As of October 12, 2006, there were 1,642 holders of record of the Class Acommon shares. There is no trading market for the Accenture Ltd Class X common shares. As of October 12, 2006, there were 1,339 holders ofrecord of the Class X common shares.Dividend Policy From our incorporation in 2001 through the end of fiscal 2005, neither Accenture Ltd nor Accenture SCA declared or paid anycash dividends on any class of equity. On November 15, 2005, Accenture Ltd paid a cash dividend of $0.30 per share on its Class A common shares to shareholdersof record at the close of business on October 17, 2005, and Accenture SCA paid a cash dividend of $0.30 per share on its Class Icommon shares to shareholders of record at the close of business on October 12, 2005. On September 25, 2006, Accenture Ltd declared a cash dividend of $0.35 per share on its Class A common shares forshareholders of record at the close of business on October 13, 2006. Accenture Ltd will cause Accenture SCA to declare a cashdividend of $0.35 per share on its Class I common shares for shareholders of record at the close of business on October 5, 2006.Both dividends are payable on November 15, 2006. Future dividends on the Accenture Ltd Class A common shares, if any, will be at the discretion of the Board of Directors ofAccenture Ltd and will depend on, among other things, our results of

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operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the Board ofDirectors may deem relevant, as well as our ability to pay dividends in compliance with the Bermuda Companies Act.Recent Sales of Unregistered Securities None.Securities Authorized for Issuance under Equity Compensation Plans The following table sets forth, as of August 31, 2006, certain information related to our compensation plans under whichAccenture Ltd Class A common shares may be issued.

Number of SharesWeighted Average Remaining Available

Number of Shares to be Exercise Price of for Future IssuanceIssued Upon Exercise Outstanding (Excluding Securities

of Outstanding Options, Options, Warrants Reflected in 1stPlan Category Warrants and Rights and Rights Column)

Equity compensation plans approved by shareholders:2001 Share Incentive Plan 104,249,367(1) $ 10.40 165,164,6812001 Employee Share Purchase Plan — N/A 32,371,514

Equity compensation plans not approved by shareholders — N/A —

Total 104,249,367 197,536,195

(1) Consists of 57,582,271 stock options with a weighted average exercise price of $18.84 per share and 46,667,096 restricted share units.

Purchases of Common Shares The following table provides information relating to the Company’s purchases of Accenture Ltd Class A common shares andredemptions of Accenture Ltd Class X common shares for the fourth quarter of fiscal 2006. For year−to−date information on allshare purchases, redemptions and exchanges by the Company and further discussion of the Company’s share purchase activity,see

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and CapitalResources—Share Purchases and Redemptions.”

Approximate DollarValue of Shares

Total Number of that May Yet BeShares Purchased as Purchased Under

Average Part of Publicly PubliclyTotal Number of Price Paid Announced Plans or Announced Plans

Period Shares Purchased per Share Programs(1) or Programs

(In millions)June 1, 2006—June 30, 2006

Class A common shares 6,842 $ 27.43 — $ 978Class X common shares — — — —

July 1, 2006—July 31, 2006Class A common shares 487,582 $ 28.46 — $ 978Class X common shares 14,848,926 $ 0.0000225 — —

August 1, 2006—August 31, 2006Class A common shares — — — $ 978Class X common shares 1,990,955 $ 0.0000225 — —

TotalClass A common shares(1)(2) 494,424 $ 28.45 —Class X common shares(3) 16,839,881 $ 0.0000225 —

(1) Since August 2001, the Board of Directors of Accenture has authorized and periodically confirmed a publicly announced open−market share purchase program for acquiring AccentureLtd Class A common shares. During the fourth quarter of fiscal 2006, we did not purchase any Accenture Ltd Class A common shares under this program. To date, the Board ofDirectors of Accenture has authorized an aggregate of $2.4 billion for use in these open−market share purchases. At August 31, 2006, an aggregate of $978 million remained availablefor these open−market share purchases. The open−market purchase program does not have an expiration date.

(2) During the fourth quarter of fiscal 2006, Accenture purchased 494,424 Accenture Ltd Class A common shares in transactions unrelated to publicly announced share plans or programs.These transactions consisted of acquisitions of Accenture Ltd Class A common shares via share withholding for payroll tax obligations due from employees and former employees inconnection with the delivery of Accenture Ltd Class A common shares under the Company’s various employee equity share plans.

(3) During the fourth quarter of fiscal 2006, the Company redeemed 16,839,881 Accenture Ltd Class X common shares pursuant to its bye−laws. Accenture Ltd Class X common sharesare redeemable at their par value of $0.0000225 per share.

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Purchases and redemptions of shares of Accenture subsidiaries The following table provides additional information relating to purchases and redemptions by Accenture of Accenture SCAClass I common shares and Accenture Canada Holdings Inc. exchangeable shares during the fourth quarter of fiscal 2006. TheCompany’s management believes the following table and footnotes provide useful information regarding the share purchase andredemption activity of the Company. Generally, purchases and redemptions of Accenture SCA Class I common shares andAccenture Canada Holdings Inc. exchangeable shares reduce shares outstanding for purposes of computing earnings per share.

Approximate DollarValue of Shares

Total Number of that May Yet BeShares Purchased as Purchased Under

Average Part of Publicly PubliclyTotal Number of Price Paid Announced Plans or Announced Plans

Period Shares Purchased(1) per Share Programs or Programs

Accenture SCAJune 1, 2006—June 30, 2006

Class I common shares — — — —July 1, 2006—July 31, 2006

Class I common shares 6,250,637 $ 28.28 — —August 1, 2006—August 31, 2006

Class I common shares 2,352,530 $ 28.39 — —Total

Class I common shares(2) 8,603,167 $ 28.31 — —Accenture Canada Holdings Inc.

June 1, 2006—June 30, 2006Exchangeable shares — — — —

July 1, 2006—July 31, 2006Exchangeable shares 44,970 $ 28.05 — —

August 1, 2006—August 31, 2006Exchangeable shares 36,037 $ 28.54 — —

TotalExchangeable shares(2) 81,007 $ 28.27 — —

(1) To date, the Board of Directors of Accenture has authorized an aggregate of $4.2 billion for purchases and redemptions of shares from our current and former senior executives andtheir permitted transferees under our Senior Executive Trading Policy and our prior Share Management Plan. At August 31, 2006, an aggregate of $942 million remained available forthese purchases and redemptions.

(2) During the fourth quarter of fiscal 2006, Accenture redeemed and purchased a total of 8,603,167 Accenture SCA Class I common shares and 81,007 Accenture Canada Holdings Inc.exchangeable shares from current and former senior executives and their permitted transferees.

Purchases and redemptions of Accenture SCA Class II and Class III common shares During the fourth quarter of fiscal 2006, Accenture SCA redeemed 11,703,375 Accenture SCA Class III common shares fromAccenture. These redemptions were made in transactions unrelated to publicly announced share plans or programs. Transactionsinvolving Accenture SCA Class II and Class III common shares consist exclusively of inter−company transactions undertaken tofacilitate other corporate purposes. These inter−company transactions do not reduce shares outstanding for purposes of computingearnings per share reflected in the Company’s Consolidated Financial Statements under “Financial Statements and SupplementaryData.”

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ITEM 6. SELECTED FINANCIAL DATA The data as of August 31, 2006 and 2005 and for the years ended August 31, 2006, 2005 and 2004 are derived from theaudited Consolidated Financial Statements and related Notes that are included elsewhere in this report. The data as of August 31,2004, 2003 and 2002 and for the years ended August 31, 2003 and 2002 are derived from audited Consolidated FinancialStatements and related Notes that are not included in this report. The selected financial data should be read in conjunction with“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated FinancialStatements and related Notes included elsewhere in this report.

Year Ended August 31,

2006(1)(2)(3) 2005(3) 2004(3) 2003(3) 2002(3)

(in millions, except share and per share amounts)Income Statement Data:Revenues:

Revenues before reimbursements $ 16,646 $ 15,547 $ 13,673 $ 11,818 $ 11,574Reimbursements 1,582 1,547 1,440 1,579 1,531

Revenues 18,228 17,094 15,113 13,397 13,105Operating expenses:

Cost of services:Cost of services before reimbursable

expenses 11,652 10,455 9,057 7,508 6,897Reimbursable expenses 1,582 1,547 1,440 1,579 1,531

Cost of services 13,234 12,002 10,497 9,087 8,428Sales and marketing 1,708 1,558 1,488 1,459 1,566General and administrative costs 1,493 1,512 1,340 1,319 1,616Reorganization and restructuring

(benefits) costs (48) (89) 29 (19) 111

Total operating expenses 16,387 14,983 13,355 11,846 11,720

Operating income 1,841 2,111 1,759 1,551 1,385Gain (loss) on investments, net 2 21 3 10 (321)Interest income 130 108 60 41 46Interest expense (21) (24) (22) (21) (49)Other (expense) income (28) (11) — 32 15Equity in losses of affiliates — — (2) — (9)

Income before income taxes 1,924 2,206 1,799 1,613 1,068Provision for income taxes 491 697 576 566 491

Income before minority interest 1,433 1,509 1,223 1,047 576Minority interest (460) (568) (532) (549) (332)

Net income $ 973 $ 940 $ 691 $ 498 $ 245

(1) Includes the financial impact of the resolution of the NHS matter recorded during fiscal 2006. See “Management’s Discussion and Analysis of Financial Condition and Results ofOperations—The NHS Contracts.”

(2) Includes the impact of Statement of Financial Accounting Standards No. 123R, “Share−Based Payment.” For additional information, refer to Footnote 11 (Share−BasedCompensation) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”

(3) May not total due to rounding.

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Year Ended August 31,

2006 2005 2004 2003 2002

(in millions, except share and per share amounts)Weighted Average Class A Common Shares:Basic 589,099,824 588,505,335 553,298,104 468,592,110 425,941,809Diluted 893,810,585 960,853,814 1,003,081,228 996,982,549 1,023,950,170Earnings Per Class A Common Share:Basic $ 1.65 $ 1.60 $ 1.25 $ 1.06 $ 0.57Diluted $ 1.59 $ 1.56 $ 1.22 $ 1.05 $ 0.56Dividends per common share $ 0.30 $ — $ — $ — $ —

As of August 31,

2006 2005 2004 2003 2002

(in millions)Balance Sheet Data:Cash and cash equivalents $ 3,067 $ 2,484 $ 2,553 $ 2,332 $ 1,317Working capital 1,537 1,754 1,745 1,729 723Total assets 9,418 8,957 8,013 6,459 5,479Long−term debt, net of current portion 27 44 32 14 3Shareholders’ equity 1,894 1,697 1,472 832 475

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and relatedNotes included elsewhere in this Annual Report on Form 10−K. This discussion and analysis also contains forward−lookingstatements and should also be read in conjunction with the disclosures and information contained in “Disclosure RegardingForward−Looking Statements” and “Risk Factors” in this Annual Report on Form 10−K.

We use the terms “Accenture,” “we,” “our Company,” “our” and “us” in this report to refer to Accenture Ltd and itssubsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, areference to “fiscal 2006” or “fiscal year 2006” means the 12−month period that ended on August 31, 2006. All references toquarters, unless otherwise noted, refer to the quarters of our fiscal year.Overview Revenues are driven by the ability of our executives to secure new contracts and to deliver solutions and services that addvalue to our clients. Our ability to add value to clients and therefore drive revenues depends in part on our ability to delivermarket−leading service offerings and to deploy skilled teams of professionals quickly and on a global basis. Our results of operations are also affected by the economic conditions, levels of business activity and rates of change in theindustries we serve, as well as by the pace of technological change and the type and level of technology spending by our clients.The ability to identify and capitalize on these market and technological changes early in their cycles is a key driver of ourperformance. The current economic environment continues to stimulate the technology spending of many companies. We are alsocontinuing to see an increase in the number of opportunities from companies seeking revenue−generating initiatives in the globaleconomy in addition to cost−cutting initiatives. We expect that

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revenue growth rates across our segments may vary from quarter to quarter during fiscal 2007 as economic conditions vary indifferent industries and geographic markets. Revenues before reimbursements for fiscal 2006 were $16.65 billion, compared with $15.55 billion for fiscal 2005, anincrease of 7% in U.S. dollars and 9% in local currency. Revenues before reimbursements for the fourth quarter of fiscal 2006were $3.97 billion, compared with $3.92 billion for the fourth quarter of fiscal 2005, an increase of 1% in U.S. dollars andremained flat in local currency. Consulting revenues before reimbursements for fiscal 2006 were $9.89 billion, compared with $9.56 billion for fiscal 2005, anincrease of 3% in U.S. dollars and 6% in local currency. For the fourth quarter of fiscal 2006, consulting revenues beforereimbursements were $2.19 billion, compared with $2.38 billion for the fourth quarter of fiscal 2005, a decrease of 8% inU.S. dollars and 9% in local currency. Outsourcing revenues before reimbursements for fiscal 2006 were $6.75 billion, compared with $5.99 billion for fiscal 2005,an increase of 13% in U.S. dollars and 14% in local currency. Outsourcing revenues before reimbursements for the fourth quarterof fiscal 2006 were $1.77 billion, compared with $1.55 billion for the fourth quarter of fiscal 2005, an increase of 14% inU.S. dollars and 12% in local currency. Outsourcing contracts typically have longer terms than consulting contracts and generallyhave lower gross margins than consulting contracts, particularly in the first year. Long−term relationships with many of ourclients continue to contribute to our success in growing our outsourcing business. Long−term, complex outsourcing contracts,including their consulting components, require ongoing review of their terms and scope of work, in light of our clients’ evolvingbusiness needs and our performance expectations. Should the size or number of modifications to these arrangements increase, asour business continues to grow and these contracts evolve, we may experience increased variability in expected cash flows,revenues and profitability. We previously entered into certain large, long−term contracts (the “NHS Contracts”) under which we were engaged by theNational Health Service in England (the “NHS”) to design, develop and deploy new patient administration, assessment and caresystems (the “Systems”) for local healthcare providers and, subsequently, to provide ongoing operational services (the“Operational Services”) once these systems were deployed. During the second quarter of fiscal 2006, there were severaldevelopments that significantly increased the risks and uncertainties associated with these contracts and materially impacted ourestimates of the contract revenues and costs we expected to record in connection with the NHS Contracts. To reflect our revisedestimates with respect to design, development and deployment, we recorded a $450 million loss provision in the second quarter offiscal 2006. On September 28, 2006, we entered into a tripartite agreement (the “NHS Transfer Agreement”) with the NHS andComputer Sciences Corporation (“CSC”), an unrelated third party, under which we agreed to transfer to CSC all of our rights andobligations under the NHS Contracts, except those relating to the Picture Archiving Communication System (“PACS”). Thisresulted in a $339 million reduction in revenues before reimbursements in the fourth quarter of fiscal 2006, as we reversedrevenues before reimbursements related to our design, development and deployment activities previously recorded under thepercentage−of−completion method of accounting under the assumption that these amounts would be recovered from billings fordeployment of the Systems. The impact of the $339 million reduction in revenues before reimbursements was offset by a decreasein Cost of services, including a reversal of $396 million of the loss provision recorded in the second quarter of fiscal 2006,partially offset by impairment write downs on Operational Services assets totaling $57 million. In connection with the OperationalServices, we expect losses of approximately $125 million during the first half of fiscal 2007 associated with the transition andwind−down of work

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related to the NHS Transfer Agreement. We expect to complete the transfer during the second quarter of fiscal 2007. Ourremaining obligations under the NHS Contracts are immaterial. See “— The NHS Contracts.” As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected bycurrency exchange−rate fluctuations. During the majority of fiscal 2006, the weakening of various currencies versus theU.S. dollar resulted in an unfavorable currency translation and decreased our reported revenues, operating expenses and operatingincome. In the fourth quarter of fiscal 2006, the U.S. dollar weakened against other currencies, resulting in favorable currencytranslation and greater reported U.S. dollar revenues, operating expenses and operating income. If this trend continues in fiscal2007, our U.S. dollar revenue growth may be higher than our growth in local currency terms. If the U.S. dollar strengthens againstother currencies in fiscal 2007, our U.S. dollar revenue growth may be lower than our growth in local currency. The primary categories of operating expenses include cost of services, sales and marketing and general and administrativecosts. Cost of services is primarily driven by the cost of client−service personnel, which consists mainly of compensation,sub−contractor and other personnel costs, and non−payroll outsourcing costs. Cost of services as a percentage of revenues isdriven by the prices we obtain for our solutions and services, the utilization of our client−service workforces and the level ofnon−payroll costs associated with the growth of new outsourcing contracts. Utilization represents the percentage of ourprofessionals’ time spent on billable work. Sales and marketing expense is driven primarily by business−development activities,the development of new service offerings, the level of concentration of clients in a particular industry or market andclient−targeting, image−development and brand−recognition activities. General and administrative costs primarily include costsfor non−client−facing personnel, information systems and office space, which we seek to manage at levels consistent withchanges in activity levels in our business. Operating expenses also include reorganization benefits and costs, which may varysubstantially from year to year. Effective September 1, 2005, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share−BasedPayment (“SFAS No. 123R”), resulting in a change in our method of recognizing share−based compensation expense.Specifically, we now record compensation expense for employee stock options and for our employee share purchase plan. Had weexpensed employee stock options and employee share purchase rights for the three months ended and the year ended August 31,2005, we estimate that share−based compensation expense would have increased by $69 million and $218 million, respectively.For additional information, see Footnote 11 (Share−based Compensation) to our Consolidated Financial Statements under“Financial Statements and Supplementary Data.” Gross margins (revenues before reimbursements less cost of services before reimbursable expenses) as a percentage ofrevenues before reimbursements for the year and three months ended August 31, 2006 were 30.0% and 34.1%, respectively,compared with 32.8% and 33.0%, respectively, for the same periods in fiscal 2005. The decrease in the annual gross margin as apercentage of revenues before reimbursements was principally due to the net impact of the NHS Transfer Agreement and thesecond−quarter NHS adjustments. See “—The NHS Contracts.” Our cost−management strategy is to anticipate changes in demand for our services and to identify cost−managementinitiatives. A primary element of this strategy is to aggressively plan and manage our payroll costs to meet the anticipated demandfor our services, given that payroll costs are the most significant portion of our operating expenses. Our headcount increased to approximately 140,000 at August 31, 2006 from approximately 123,000 at August 31, 2005.Annualized attrition for the year and three months ended August 31,

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2006 was 18%, excluding involuntary terminations, consistent with the year and three months ended August 31, 2005. Wecontinue to add substantial numbers of new employees and will continue to actively recruit new employees to balance our mix ofskills and resources to meet current and projected future demands, replace departing employees and expand our global sourcingapproach, which includes our network of delivery centers and other capabilities around the world. We have adjusted and may needto continue to adjust compensation during fiscal 2007 in certain industry segments, skill sets and geographies in order to attractand retain appropriate numbers of qualified employees. Our margins and ability to grow our business could be adversely affectedif we do not continue to manage attrition and if we do not effectively utilize and assimilate substantial numbers of new employeesinto our workforces. Sales and marketing and general and administrative costs as a percentage of revenues before reimbursements were 19% forfiscal 2006, compared with 20% for fiscal 2005. The decreases in these costs as a percentage of revenues before reimbursementswere primarily due to lower spending in geographic facilities and technology costs, partially offset by an increase in market− andbusiness−development activities. Operating income as a percentage of revenues before reimbursements decreased to 11.1% for the year ended August 31, 2006from 13.6% for the year ended August 31, 2005. Operating income as a percentage of revenues before reimbursements decreasedto 12.6% for the three months ended August 31, 2006 from 13.0% for the three months ended August 31, 2005. Had we expensedemployee stock options and employee share purchase rights for the three months and year ended August 31, 2005, we estimatethat operating income as a percentage of revenues before reimbursements for the three months and year ended August 31, 2005would have decreased by 1.8 and 1.4 percentage points, respectively. The decrease in operating income as a percentage ofrevenues before reimbursements for the year ended August 31, 2006 was principally due to the net impact of the NHS TransferAgreement and the second−quarter NHS adjustments and higher share−based compensation expense as a result of the adoption ofSFAS No. 123R. See “—The NHS Contracts.” From time to time we purchase Accenture shares through our open−market purchase program and also purchase, redeem andexchange Accenture shares held by our current and former senior executives and their permitted transferees. In fiscal 2006,Accenture purchased $2,057 million of its shares. This comprised $352 million for purchases of 15 million Accenture Ltd Class Acommon shares and $1,704 million for redemptions and purchases of 67.8 million Accenture SCA Class I common shares andAccenture Canada Holdings Inc. exchangeable shares held by our current and former senior executives and their permittedtransferees. During the fourth quarter of fiscal 2006, Accenture redeemed and repurchased 8.7 million Accenture SCA Class Icommon shares and Accenture Canada Holdings Inc. exchangeable shares held by our current and former senior executives andtheir permitted transferees for $246 million. On September 11, 2006, Accenture SCA and one of its subsidiaries made a tenderoffer to Accenture SCA Class I common shareholders that resulted in the redemption and purchase, effective as of October 11,2006 of an aggregate of 7.5 million Accenture SCA Class I common shares at a price of $24.75 per share. The total cash outlayfor these transactions was approximately $187 million.The NHS Contracts We previously entered into the NHS Contracts under which we were engaged by the NHS to design, develop and deploy theSystems for local healthcare providers and, subsequently, to provide the Operational Services once these Systems were deployed.For the purposes of our financial reporting, we separated these components of the NHS Contracts into two units of accounting.The

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revenues and costs from the NHS Contracts are apportioned equally between our Government and Products operating groups.

Design, Development and Deployment of the Systems We recognize revenues in connection with the design, development and deployment of the Systems on thepercentage−of−completion method of accounting under American Institute of Certified Public Accountants Statement ofPosition 81−1, “Accounting for Performance of Construction−Type and Certain Production−Type Contracts.”Percentage−of−completion accounting involves calculating the percentage of services provided during the reporting periodcompared with the total estimated services to be provided over the duration of the contract. Estimates of total contract revenuesand costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision asthe contract progresses. Such revisions may result in increases or decreases to revenues and income and are reflected in theperiods in which they are first identified. If our estimates at any point indicate that costs will exceed revenues, a loss provision forthe full anticipated loss is recorded in the period it is first identified. Our estimates of contract revenues and costs in connection with the design, development and deployment of the Systems aresubject to underlying estimates and assumptions, including, among others, those relating to our ability to design, develop anddeploy the Systems on a timely basis; the ability of our subcontractors and others involved in the program to perform adequatelyand on a timely basis; the level and timing of demand for the Systems from local healthcare providers; and the NHS’ ability toagree on detailed implementation plans and other terms of the NHS Contracts. During the second quarter of fiscal 2006, there were several developments that significantly increased the risks anduncertainties associated with the NHS Contracts and materially impacted our estimates of the contract revenues and costs that weexpected to record in connection with the design, development and deployment of the Systems. These developments included,among other things, subcontractor performance issues, modification of our planned deployment approach, expectations ofincreased costs based upon current experience, and increased uncertainty as to timing and level of deployment demand. Due tothese developments, in the second quarter of fiscal 2006 we recorded a $450 million aggregate loss provision that was reflected inCost of services of our Government and Products operating groups. On September 28, 2006, we entered into the NHS Transfer Agreement with the NHS and CSC under which we agreed totransfer to CSC all of our rights and obligations under the NHS Contracts, except those relating to PACS. We expect to completethe transfer during the second quarter of fiscal 2007. The NHS Transfer Agreement resulted in a $339 million reduction in revenues before reimbursements in the fourth quarter offiscal 2006, as we reversed revenues before reimbursements related to our design, development and deployment activitiespreviously recorded under the percentage−of−completion method of accounting under the assumption that these amounts wouldbe recovered from billings for deployment of the Systems. The impact of the $339 million reduction in revenues beforereimbursements was offset by a decrease in Cost of services, including a reversal of $396 million of the loss provision recorded inthe second quarter of fiscal 2006.

Operational Services We record costs as they are incurred and record revenues as the services are performed and amounts are earned in connectionwith the Operational Services. Under the terms of the NHS Transfer Agreement, we will transition the Operational Services toCSC during the first half of fiscal 2007. In

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addition, during the fourth quarter of fiscal 2006 we recorded impairment write downs on Operational Services assets totaling$57 million. In connection with the Operational Services, we expect losses of approximately $125 million during the first half offiscal 2007 associated with the transition and wind−down of work related to the NHS Transfer Agreement. We expect to completethe transfer during the second quarter of fiscal 2007.

Impact on Liquidity In addition to the transition and wind−down costs related to the Operational Services, during 2007 we will repayapproximately $120 million to the NHS, representing the difference between the deployment and services billings that wereceived under the NHS Contracts during their terms and the amounts we are entitled to retain by agreement under the NHSTransfer Agreement. On October 4, 2006, we also remitted approximately $50 million in settlement of liabilities in connectionwith the NHS Transfer Agreement. These amounts are recorded in Other accrued liabilities in the Consolidated Balance Sheet asof August 31, 2006.Bookings and Backlog New contract bookings for the year ended August 31, 2006 were $20,362 million, an increase of 13% from the year endedAugust 31, 2005, with consulting bookings increasing 9%, to $10,608 million, and outsourcing bookings increasing 18%, to$9,754 million. The increase in new contract bookings during fiscal 2006 was attributable to strong contract signings across bothtypes of work, without particular dominance by one geographic region. New contract bookings for the three months endedAugust 31, 2006 were $4,924 million, a decrease of $235 million, or 5%, from new bookings of $5,159 million for the threemonths ended August 31, 2005, with consulting bookings increasing 5%, to $2,542 million, and outsourcing bookings decreasing13%, to $2,382 million. We provide information regarding our new contract bookings because we believe doing so provides useful trend informationregarding changes in the volume of our new business over time. However, the timing of large new contract bookings cansignificantly affect the level of bookings in a particular quarter. Information regarding our new bookings is not comparable to, norshould it be substituted for, an analysis of our revenues over time. There are no third−party standards or requirements governingthe calculation of bookings. New contract bookings involve estimates and judgments regarding new contracts as well as renewals,extensions and additions to existing contracts. Subsequent cancellations, extensions and other matters may affect the amount ofbookings previously reported. New contract bookings are recorded using then existing currency exchange rates and are notsubsequently adjusted for currency fluctuations. The majority of our contracts are terminable by the client on short notice or without notice. Accordingly, we do not believe itis appropriate to characterize bookings attributable to these contracts as backlog. Normally, if a client terminates a project, theclient remains obligated to pay for commitments we have made to third parties in connection with the project, services performedand reimbursable expenses incurred by us through the date of termination.Critical Accounting Policies and Estimates The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principlesrequires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues andexpenses. We continually evaluate our estimates, judgments and assumptions based on available information and

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experience. Because the use of estimates is inherent in the financial reporting process, actual results could differ from thoseestimates. Certain of our accounting policies require higher degrees of judgment than others in their application. These includecertain aspects of accounting for revenue recognition, income taxes, variable compensation and defined benefit pension plans.Revenue Recognition Our contracts have different terms based on the scope, deliverables and complexity of the engagement, the terms of whichfrequently require Accenture to make judgments and estimates in recognizing revenues. We have many types of contracts,including time−and−materials contracts, fixed−price contracts and contracts with features of both of these contract types. Inaddition, some contracts include incentives related to costs incurred, benefits produced or adherence to schedule that may increasethe variability in revenues and margins earned on such contracts. We conduct rigorous reviews prior to signing such contracts toevaluate whether these incentives are reasonably achievable. We recognize revenues from technology integration consulting contracts using the percentage−of−completion methodpursuant to the American Institute of Certified Public Accountants Statement of Position 81−1, “Accounting for Performance ofConstruction Type and Certain Production−Type Contracts” (“SOP 81−1”). Percentage−of−completion accounting involvescalculating the percentage of services provided during the reporting period compared with the total estimated services to beprovided over the duration of the contract. Estimated revenues for applying the percentage−of−completion method includeestimated incentives for which achievement of defined goals is deemed probable. This method is followed where reasonablydependable estimates of revenues and costs can be made. Estimates of total contract revenues and costs are continuouslymonitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. Suchrevisions may result in increases or decreases to revenues and income and are reflected in the Consolidated Financial Statementsin the periods in which they are first identified. If our estimates indicate that a contract loss will occur, a loss provision is recordedin the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amountby which the estimated direct and indirect costs of the contract exceed the estimated total revenues that will be generated by thecontract and are included in Cost of services and classified in Other accrued liabilities in the Consolidated Balance Sheet. Contractloss provisions recorded as of August, 31, 2006 and 2005 are immaterial. Revenues from contracts for non−technology integration consulting services with fees based on time and materials orcost−plus are recognized as the services are performed and amounts are earned in accordance with SEC Staff Accounting Bulletin(“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “RevenueRecognition” (“SAB 104”). We consider amounts to be earned once evidence of an arrangement has been obtained, services aredelivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, our efforts, measured by timeincurred, typically represent the contractual milestones or output measure, which is the contractual earnings pattern. Fornon−technology integration consulting contracts with fixed fees, we recognize revenues as amounts become billable in accordancewith contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned.Contingent or incentive revenues relating to non−technology integration consulting contracts are recognized when thecontingency is satisfied and we conclude the amounts are earned. Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces indifferent countries. In a number of these arrangements, we hire client employees and become responsible for certain clientobligations. Revenues are recognized on

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outsourcing contracts as amounts become billable in accordance with contract terms, unless the amounts are billed in advance ofperformance of services in which case revenues are recognized when the services are performed and amounts are earned inaccordance with SAB 101, as amended by SAB 104. Revenues from time−and−materials or cost−plus contracts are recognized asthe services are performed. In such contracts, our effort, measured by time incurred, represents the contractual milestones oroutput measure, which is the contractual earnings pattern. Revenues from unit−priced contracts are recognized as transactions areprocessed based on objective measures of output. Revenues from fixed−price contracts are recognized on a straight−line basis,unless revenues are earned and obligations are fulfilled in a different pattern. Outsourcing contracts can also include incentivepayments for benefits delivered to clients. Revenues relating to such incentive payments are recorded when the contingency issatisfied and we conclude the amounts are earned. We continuously review and reassess our estimates of contract profitability.Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or otherinputs/outputs on which we are paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliverour services, and other factors affecting revenues and costs. Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs relatedto the set−up of processes, personnel and systems, which are deferred during the transition period and expensed evenly over theperiod outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directlyrelated to transition or set−up activities necessary to enable the outsourced services. Deferred amounts are protected in the eventof early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projectedundiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets.Amounts billable to the client for transition or set−up activities are deferred and recognized as revenue evenly over the periodoutsourcing services are provided. Revenues for contracts with multiple elements are allocated pursuant to Emerging Issues Task Force Issue 00−21,“Accounting for Revenue Arrangements with Multiple Deliverables,” based on the lesser of the element’s relative fair value or theamount that is not contingent on future delivery of another element. If the amount of non−contingent revenues allocated to adelivered element is less than the costs to deliver such services, then such costs are deferred and recognized in future periodswhen the revenues become non−contingent. Fair value is determined based on the prices charged when each element is soldseparately. Revenues are recognized in accordance with our accounting policies for the separate elements when the services havevalue on a stand−alone basis, fair value of the separate elements exists and, in arrangements that include a general right of refundrelative to the delivered element, performance of the undelivered element is considered probable and substantially in our control.While determining fair value and identifying separate elements require judgment, generally fair value and the separate elementsare readily identifiable as we also sell those elements unaccompanied by other elements. Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized arerecorded as Deferred revenues until revenue recognition criteria are met. Client prepayments (even if nonrefundable) are deferred(i.e., classified as a liability) and recognized over future periods as services are delivered or performed. Our consulting revenues are affected by the number of work days in the fiscal quarter, which in turn is affected by the level ofvacation days and holidays. Consequently, since we typically have approximately 5 to 10 percent more work days in our first andthird quarters than in our second and

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fourth quarters, our revenues are typically higher in our first and third quarters than in our second and fourth quarters. Revenues before reimbursements include the margin earned on computer hardware and software resale contracts, as well asrevenues from alliance agreements, neither of which is material to us. Reimbursements, including those relating to travel andout−of−pocket expenses, and other similar third−party costs, such as the cost of hardware and software resales, are included inRevenues, and an equivalent amount of reimbursable expenses is included in Cost of services.Income Taxes Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilitiesinvolves judgment. As a global company, we calculate and provide for income taxes in each of the tax jurisdictions in which weoperate. This involves estimating current tax exposures in each jurisdiction as well as making judgments regarding therecoverability of deferred tax assets. Tax exposures can involve complex issues and may require an extended period to resolve.Changes in the geographic mix or estimated level of annual income before taxes can affect the overall effective tax rate. We apply an estimated annual effective tax rate to our quarterly operating results to determine the provision for income taxexpense. In the event there is a significant unusual or infrequent item recognized in our quarterly operating results, the taxattributable to that item is recorded in the interim period in which it occurs. Our effective tax rate for fiscal 2006 was 25.5%,compared with 31.6% for fiscal 2005. No taxes have been provided on undistributed foreign earnings that are planned to be indefinitely reinvested. If future events,including material changes in estimates of cash, working capital and long−term investment requirements, necessitate that theseearnings be distributed, an additional provision for withholding taxes may apply, which could materially affect our future effectivetax rate. As a matter of course, the Company is regularly audited by various taxing authorities, and sometimes these audits result inproposed assessments where the ultimate resolution may result in the Company owing additional taxes. We establish reserveswhen, despite our belief that our tax return positions are appropriate and supportable under local tax law, we believe certainpositions are likely to be challenged and we may not succeed in realizing the tax benefit. We evaluate these reserves each quarterand adjust the reserves and the related interest in light of changing facts and circumstances regarding the probability of realizingtax benefits, such as the progress of a tax audit or the expiration of a statute of limitations. We believe the estimates andassumptions used to support our evaluation of tax benefit realization are reasonable. However, final determinations of prior−yeartax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different thanestimates reflected in assets and liabilities and historical income tax provisions. The outcome of these final determinations couldhave a material effect on our income tax provision, net income, or cash flows in the period in which that determination is made.The Company believes its tax positions comply with applicable tax law and that it has adequately provided for any known taxcontingencies.Defined Benefit Pension Plans In the United States and certain other countries, Accenture maintains and administers defined benefit pension plans. Theannual cost of these plans can be significantly affected by changes in assumptions and differences between expected and actualexperience. Accenture utilizes actuarial methods required by SFAS No. 87, “Employers’ Accounting for Pensions,” (“SFASNo. 87”) to account for defined benefit pension plans. The actuarial methods require numerous assumptions to calculate

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the net periodic pension benefit expense and the related projected benefit obligation for our defined benefit pension plans. Two ofthe most significant assumptions are the discount rates and expected long−term rate of return on plan assets. In making theseassumptions, we are required to consider current market conditions, including changes in interest rates. Changes in the related netperiodic pension costs may occur in the future due to changes in these and other assumptions. Our assumptions reflect ourhistorical experience and management’s best judgment regarding future expectations. The assumptions, assets and liabilities usedto measure our annual pension expense are determined as of June 30 or August 31 for our U.S. and non−U.S. benefit plans. Key assumptions used to determine annual pension expense are as follows:

Pension Benefits

2007 2006 2005

Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Discount rate 6.50% 4.68% 5.25% 4.28% 6.25% 4.93%Expected return on plan assets 7.50% 5.67% 7.50% 5.57% 7.50% 5.19%Rate of increase in future compensation 4.50% 3.45% 4.50% 3.27% 4.50% 3.16%

Discount Rate An assumed discount rate is required to be used in each pension plan actuarial valuation. The discount rate is a significantassumption. Our methodology for selecting the discount rate for our U.S. Plans is to match the plans’ cash flows to that of a yieldcurve that provides the equivalent yields on zero−coupon corporate bonds for each maturity. The discount rate assumption for ourNon−U.S. Plans reflects the market rate for high−quality, fixed−income debt instruments. Both discount rate assumptions arebased on the expected duration of the benefit payments for each of the Company’s pension plans as of the annual measurementdate and is subject to change each year. Our estimated U.S. pension expense for fiscal 2007 reflects a 125 basis point increase inour discount rate, while our non−U.S. estimated pension expense for fiscal 2007 reflects a 40 basis point increase in our discountrate. These changes in discount rate will decrease estimated pension expense in fiscal 2007 by approximately $45.6 million. A 25 basis point increase in the discount rate would decrease our annual pension expense by $7.7 million. A 25 basis pointdecrease in the discount rate would increase our annual pension expense by $8.2 million.

Expected Return on Plan Assets The expected long−term rate of return on plan assets should, over time, approximate the actual long−term returns on pensionplan assets. The expected return on plan assets assumption is based on historical returns and the future expectations for returns foreach asset class, as well as the target asset allocation of the asset portfolio. A 7.50% expected return on plan assets assumptionwas used for both fiscal 2007 and 2006 for the U.S. plans, while the expected return on plan assets assumptions for thenon−U.S. plans were 5.67% and 5.57% in fiscal 2007 and 2006, respectively. A 25 basis point increase in our return on plan assets would decrease our annual pension expense by $3.1 million. A 25 basispoint decrease in our return on plan assets would increase our annual pension expense by $3.1 million. U.S. generally accepted accounting principles include mechanisms that serve to limit the volatility in our earnings whichotherwise would result from recording changes in the value of plan assets and benefit obligations in our Consolidated FinancialStatements in the periods in which those

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changes occur. For example, while the expected long−term rate of return on plan assets should, over time, approximate the actuallong−term returns, differences between the expected and actual returns could occur in any given year. These differencescontribute to the deferred actuarial gains or losses, which are then amortized over time. For Accenture, positive market returnsoccurred for fiscal 2006 and 2005, causing actual pension plan asset returns to exceed our expected returns.

General Our U.S. pension plans include plans covering certain U.S. employees and former employees, as well as a frozen plan relatedto basic retirement benefits for former pre−incorporation partners. At August 31, 2006, our U.S. employee plans had a projectedbenefit obligation of $718 million and assets of $802 million, after taking into account $25 million in contributions made in fiscal2006. No fiscal 2007 contributions will be required for the U.S. employee pension plans. We have not determined whether we willmake additional voluntary contributions for U.S. employee pension plans in fiscal 2007. The frozen plan for former partners isunfunded and had a projected benefit obligation of $122 million at August 31, 2006. Non−U.S. pension plan obligations totaled $616 million at August 31, 2006, while non−U.S. pension assets totaled$458 million. We contributed $61 million to non−U.S. plans in fiscal 2006 and expect to contribute $45 million in fiscal 2007. Pension expense was $151 million and $114 million for fiscal 2006 and 2005, respectively. Pension expense for fiscal 2007 isestimated to be approximately $104 million. The fiscal 2007 pension expense estimate incorporates the 2007 assumptionsdescribed above, as well as the impact of increased pension plan assets resulting from our U.S. pension plan discretionarycontributions of $25 million made in fiscal 2006. SFAS No. 87 requires us to recognize a minimum pension liability if the fair value of pension assets is less than theaccumulated benefit obligation. For additional information, refer to Footnote 10 (Retirement and Profit Sharing Plans) to ourConsolidated Financial Statements under “Financial Statements and Supplementary Data.” Additional charges to equity may berequired in the future, depending on future contributions made to our pension plans, returns on pension plan assets and interestrates.Revenues by Segment/ Operating Group Our five reportable operating segments are our operating groups, which are Communications & High Tech, FinancialServices, Government, Products and Resources. Operating groups are managed on the basis of revenues before reimbursementsbecause our management believes revenues before reimbursements are a better indicator of operating group performance thanrevenues. From time to time, our operating groups work together to sell and implement certain contracts. The resulting revenuesand costs from these contracts may be apportioned among the participating operating groups. Generally, operating expenses foreach operating group have similar characteristics and are subject to the same factors, pressures and challenges. However, theeconomic environment and its effects on the industries served by our operating groups affect revenues and operating expenseswithin our operating groups to differing degrees. Decisions relating to staffing levels are not made uniformly across our operatingsegments, due in part to the needs of our operating groups to tailor their workforces to meet the specific needs of their businesses.The shift in mix toward outsourcing contracts is not uniform among our operating groups and, consequently, neither is the impacton operating group results caused by this shift. Local currency fluctuations also tend to affect our operating groups differently,depending on the geographic concentrations and locations of their businesses.

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Revenues for each of our operating groups, geographic regions and types of work were as follows:

Percent of TotalRevenues

BeforeReimbursements

for the YearYear Ended Percent Percent EndedAugust 31, Increase Increase August 31,

(Decrease) Local2006 2005 US$ Currency 2006 2005

(in millions)OPERATING GROUPS

Communications & High Tech $ 4,177 $ 4,001 4% 6% 25% 26%Financial Services 3,558 3,408 4 7 22 22Government 2,221 2,172 2 4 13 14Products 4,011 3,570 12 15 24 23Resources 2,666 2,389 12 12 16 15Other 13 7 n/m n/m — —

TOTAL Revenues Before Reimbursements 16,646 15,547 7% 9% 100% 100%

Reimbursements 1,582 1,547 2

TOTAL REVENUES $ 18,228 $ 17,094 7%

GEOGRAPHYAmericas $ 7,741 $ 6,730 15% 14% 46% 43%EMEA(1) 7,644 7,735 (1) 3 46 50Asia Pacific 1,261 1,082 17 20 8 7

TOTAL Revenues Before Reimbursements $ 16,646 $ 15,547 7% 9% 100% 100%

TYPE OF WORKConsulting $ 9,892 $ 9,559 3% 6% 59% 61%Outsourcing 6,754 5,988 13 14 41 39

TOTAL Revenues Before Reimbursements $ 16,646 $ 15,547 7% 9% 100% 100%

n/m = not meaningful

(1) EMEA includes Europe, the Middle East and Africa.

The Company conducts business in the following countries that individually comprised more than 10% of consolidatedrevenues before reimbursements within the last three years:

August 31,

2006 2005 2004

United States 39% 37% 39%United Kingdom 13 17 16

Year Ended August 31, 2006 Compared to Year Ended August 31, 2005Revenues Our Communications & High Tech operating group achieved revenues before reimbursements of $4,177 million in fiscal2006, compared with $4,001 million in fiscal 2005, an increase of 4% in U.S. dollars and 6% in local currency terms. The increasewas primarily due to revenue growth in our

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Electronics & High Tech industry group across all geographic regions, consulting growth in our Americas and Asia Pacificregions and outsourcing growth in our EMEA and Asia Pacific regions. Our Financial Services operating group achieved revenues before reimbursements of $3,558 million in fiscal 2006, comparedwith $3,408 million in fiscal 2005, an increase of 4% in U.S. dollars and 7% in local currency terms. The increase was driven byrevenue growth in our Banking industry group across all regions and in our Insurance industry group in our Americas and AsiaPacific regions. This revenue growth was partially offset by revenue declines in our Capital Markets industry group in theAmericas and EMEA regions and in our Insurance industry group in the EMEA region. Our Government operating group achieved revenues before reimbursements of $2,221 million in fiscal 2006, compared with$2,172 million in fiscal 2005, an increase of 2% in U.S. dollars and 4% in local currency terms. The increase was due to strongoutsourcing revenue growth across all geographic regions, partially offset by a $169 million reduction in consulting revenuesassociated with the resolution of the NHS matter recorded during the fourth quarter of fiscal 2006. See “—The NHS Contracts.” Our Products operating group achieved revenues before reimbursements of $4,011 million in fiscal 2006, compared with$3,570 million in fiscal 2005, an increase of 12% in U.S. dollars and 15% in local currency terms, with both consulting andoutsourcing contributing to the growth in revenues. The increase was primarily driven by strong revenue growth in our Americasregion, particularly in our Health & Life Sciences, Retail, Consumer Goods & Services and Industrial Equipment industry groups.Our Consumer Goods & Services and Industrial Equipment industry groups also had strong growth in our EMEA region. Inaddition, Products revenues were positively affected by revenues recognized in connection with a contract termination in ourRetail industry group in our EMEA region during the third quarter of fiscal 2006. These increases were partially offset by a$169 million reduction in consulting revenues associated with the resolution of the NHS matter recorded during the fourth quarterof fiscal 2006. See “—The NHS Contracts.” Our Resources operating group achieved revenues before reimbursements of $2,666 million in fiscal 2006, compared with$2,389 million in fiscal 2005, an increase of 12% in both U.S. dollars and local currency terms, with both consulting andoutsourcing contributing to the growth in revenues. We experienced strong revenue growth in our Energy, Chemicals and NaturalResources industry groups across all geographic regions. In our Utilities industry group, we had strong growth in our Americasregion, offset by revenue declines in our EMEA and Asia Pacific regions. Our Americas region achieved revenues before reimbursements of $7,741 million in fiscal 2006, compared with$6,730 million for fiscal 2005, an increase of 15% in U.S. dollars and 14% in local currency terms. Growth was primarily due toour business in the United States, Canada and Brazil. Our EMEA region recorded revenues before reimbursements of $7,644 million for fiscal 2006, compared with $7,735 millionfor fiscal 2005, a decrease of 1% in U.S. dollars and an increase of 3% in local currency terms. The decrease was primarily due toa decline in our business in the United Kingdom, including the impact of a $339 million reduction in consulting revenuesassociated with the resolution of the NHS matter recorded during the fourth quarter of fiscal 2006. See “—The NHS Contracts.”This decline was partially offset by growth in our business in Italy, Ireland, France, Belgium, the Netherlands, Germany andSpain. Our Asia Pacific region achieved revenues before reimbursements of $1,261 million in fiscal 2006, compared with$1,082 million for fiscal 2005, an increase of 17% in U.S. dollars and 20% in

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local currency terms. The increase in revenues was primarily driven by our business in Australia, China and Japan.Operating Expenses Operating expenses were $16,387 million in fiscal 2006, an increase of $1,404 million, or 9%, over fiscal 2005 and increasedas a percentage of revenues to 90% in fiscal 2006 from 88% in fiscal 2005. As a percentage of revenues before reimbursements,operating expenses before reimbursable expenses were 89% and 86% in fiscal 2006 and 2005, respectively. Operating expensesfor fiscal 2006 included share−based compensation expense of $271 million, or 2% of revenues before reimbursements, comparedwith share−based compensation expense of $88 million, or 1% of revenues before reimbursements, for fiscal 2005. Had weexpensed employee stock options and employee share purchase rights during fiscal 2005, we estimate that operating expenseswould have included $306 million in total share−based compensation expense, or 2% of revenues before reimbursements.

Cost of Services Cost of services was $13,234 million in fiscal 2006, an increase of $1,232 million, or 10%, over fiscal 2005 and an increase asa percentage of revenues to 73% in fiscal 2006 from 70% in fiscal 2005. Cost of services before reimbursable expenses was$11,652 million in fiscal 2006, an increase of $1,198 million, or 11%, from fiscal 2005. Cost of services before reimbursableexpenses increased as a percentage of revenues before reimbursements to 70% in fiscal 2006 from 67% in fiscal 2005. Grossmargins (revenues before reimbursements less cost of services before reimbursements) decreased to 30.0% of revenues beforereimbursements in fiscal 2006 from 32.8% in fiscal 2005. The increase in Cost of services and the decrease in gross margins as a percentage of revenues before reimbursements weredue primarily to operating losses associated with the net impact of the NHS Transfer Agreement and the second−quarter NHSadjustments. See “—The NHS Contracts.”

Sales and Marketing Sales and marketing expense was $1,708 million in fiscal 2006, an increase of $150 million, or 10%, over fiscal 2005 andremained flat as a percentage of revenues before reimbursements at 10% in fiscal 2006 compared with fiscal 2005.

General and Administrative Costs General and administrative costs were $1,493 million in fiscal 2006, a decrease of $19 million, or 1%, from fiscal 2005 anddecreased as a percentage of revenues before reimbursements to 9% in fiscal 2006 from 10% in fiscal 2005. The decrease wasprimarily due to lower spending in geographic facilities and technology costs.

Reorganization Benefits We recorded net reorganization benefits of $48 million during fiscal 2006, which included a $72 million reduction inreorganization liabilities offset by $24 million of interest expense associated with carrying these liabilities. At August 31, 2006,the remaining liability for reorganization costs was $351 million, of which $267 million was classified as current liabilitiesbecause expirations of statutes of limitations could occur within 12 months. During fiscal 2005, we recorded net reorganizationbenefits of $89 million, which included a $115 million reduction in reorganization liabilities offset by $26 million of interestexpense associated with carrying these liabilities. In both periods, the reduction in liabilities was primarily due to finaldeterminations of certain reorganization

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liabilities established in connection with our transition to a corporate structure in 2001. For additional information, refer toFootnote 3 (Restructuring and Reorganization (Benefits) Costs) to our Consolidated Financial Statements under “FinancialStatements and Supplementary Data.” We anticipate that reorganization liabilities will be substantially diminished by the end offiscal 2008 because the final statutes of limitations will have expired in a number of tax jurisdictions by the end of that year.However, tax audits or litigation may delay final settlements. Final settlement will result in a payment on a final settlement and/orrecording a reorganization benefit or cost in our Consolidated Income Statement.Operating Income Operating income was $1,841 million in fiscal 2006, a decrease of $270 million, or 13%, from fiscal 2005. Operating incomeas a percentage of revenues before reimbursements was 11.1% and 13.6% in fiscal 2006 and 2005, respectively. Excluding theeffects of Reorganization benefits during fiscal 2006, Operating income as a percentage of revenues before reimbursements wouldhave decreased by 0.5 percentage points. Had we expensed employee stock options and employee share purchase rights duringfiscal 2005 and adjusted for Reorganization benefits, operating income as a percentage of revenues before reimbursements forfiscal 2005 would have decreased by 2.2 percentage points. The decreases in operating income and operating income as apercentage of revenues before reimbursements were principally due to operating losses associated with the net impact of the NHSTransfer Agreement and the second−quarter NHS adjustments, partially offset by lower general and administrative costs as apercentage of revenues before reimbursements. See “—The NHS Contracts.” Operating income for each of the operating groups was as follows:

Year Ended August 31,

Effect ofReorganization Net Increase

2006 2005 Decrease Adjustments(1) Benefits(2) (Decrease)

(in millions)Communications & High Tech $ 631 $ 673 $ (42) $ 52 $ 11 $ 21Financial Services 388 500 (112) 52 11 (49)Government 83 169 (86) 27 6 (53)Products 400 413 (13) 52 9 48Resources 339 356 (17) 35 6 24

Total $ 1,841 $ 2,111 $ (270) $ 218 $ 43 $ (9)

(1) Adjustments represent the estimated amounts that would have been incurred had we expensed employee stock options and employee share purchase rights for fiscal year endedAugust 31, 2005.

(2) Reorganization benefits recorded during the period were allocated to the reportable operating groups as follows:

Year Ended August 31,

2006 2005 Change

(in millions)Communications & High Tech $ (17) $ (28) $ 11Financial Services (15) (26) 11Government (11) (17) 6Products (18) (27) 9Resources (11) (17) 6

Total $ (72) $ (115) $ 43

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The following commentary includes the effect on Operating income had we expensed employee stock options and employeeshare purchase rights in fiscal 2005 and adjusting for reorganization benefits recorded during fiscal 2006 and 2005:

• Communications & High Tech operating income increased due to revenue growth, principally in our Electronics & HighTech industry group across all geographic regions and improved gross margins, primarily in our EMEA and Asia Pacificregions.

• Financial Services operating income decreased due to lower gross margins from increased payroll costs earlier in the yearand delivery inefficiencies on a small number of contracts, partially offset by revenue growth in our Banking industry groupacross all regions and in our Insurance industry group in our Americas and Asia Pacific regions.

• Government operating income decreased principally due to the NHS Contracts’ operating losses of $225 million associatedwith the net impact of the NHS Transfer Agreement and the second−quarter NHS adjustments, partially offset by stronggross margins in outsourcing and increased profitability on certain consulting contracts. See “—The NHS Contracts.”

• Products operating income increased due to strong revenue growth, principally in our Americas region, improved grossmargins, and lower combined sales and marketing and general and administrative costs as a percentage of revenues beforereimbursements. In addition, Products operating income was positively affected by revenues recognized in connection with acontract termination in our Retail industry group in our EMEA region during the third quarter of fiscal 2006. These increaseswere partially offset by the NHS Contracts’ operating losses of $225 million associated with the net impact of the NHSTransfer Agreement and the second−quarter NHS adjustments. See “—The NHS Contracts.”

• Resources operating income increased due to strong revenue growth in our Energy, Chemicals and Natural Resourcesindustry groups across all geographic regions and lower sales and marketing costs.

Gain on Investments, Net Gain on investments, net was $2 million in fiscal 2006, a decrease of $19 million from fiscal 2005. The fiscal 2005 gain oninvestments, net reflects gains on our retained interests in our venture and investment portfolio, which we sold in fiscal 2003.Interest Income Interest income was $130 million in fiscal 2006, an increase of $21 million, or 20%, over fiscal 2005. The increase resultedprimarily from an increase in interest rates.Other Expense Other expense was $28 million in fiscal 2006, an increase of $17 million over fiscal 2005. The increase resulted primarilyfrom an increase in net foreign currency exchange losses.Provision for Income Taxes The effective tax rates for fiscal 2006 and 2005 were 25.5% and 31.6%, respectively. The effective tax rate decreased in 2006primarily as a result of benefits related to final determinations of prior−year tax liabilities and a 3.8 percentage point benefitrelated to updated estimates of the probable future benefit of certain deferred tax assets. Final determinations of prior year taxliabilities,

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including final agreements with tax authorities and expirations of statutes of limitations, reduced the annual effective tax rate in2006 and 2005 by 10.8 and 6.4 percentage points, respectively. The decrease in reorganization liabilities in fiscal 2006 and 2005reduced the annual effective tax rate by 0.9 and 1.4 percentage points, respectively. These reductions in the 2006 tax rate werepartially offset by increases in the tax rate of 1.6 percentage points related to changes in our geographic mix of income, includingdecreases in UK income resulting from NHS contract losses and increases in other nondeductible items.Minority Interest Minority interest eliminates the income earned or expense incurred attributable to the equity interest that some of our currentand former senior executives and their permitted transferees have in our Accenture SCA and Accenture Canada Holdings Inc.subsidiaries. See “Business—Organizational Structure.” The resulting net income of Accenture Ltd represents the incomeattributable to the shareholders of Accenture Ltd. Since January 2002, minority interest has also included immaterial amountsprimarily attributable to minority shareholders in our Avanade Inc. subsidiary. Minority interest was $460 million in fiscal 2006, a decrease of $109 million, or 19%, from fiscal 2005. The decrease wasprimarily due to lower Net income and a reduction in the Accenture SCA Class I common shares and Accenture Canada HoldingsInc. exchangeable shares average ownership interests to 32% for the year ended August 31, 2006 from 37% for the year endedAugust 31, 2005.Earnings Per Share Diluted earnings per share were $1.59 in fiscal 2006, compared with $1.56 in fiscal 2005. For fiscal 2005, had we expensedemployee stock options and employee share purchase rights, our reported diluted earnings per share would have been $1.40. Forinformation regarding our earnings per share calculation, see Footnote 2 (Earnings Per Share) to our Consolidated FinancialStatements under “Financial Statements and Supplementary Data.”

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Year Ended August 31, 2005 Compared to Year Ended August 31, 2004 Revenues for each of our operating groups, geographic regions and types of work were as follows:

Percent of TotalRevenues

BeforeReimbursements

for theYear Ended Percent Year EndedAugust 31, Percent Increase August 31,

Increase Local2005 2004 US$ Currency 2005 2004

(in millions)OPERATING GROUPS

Communications & High Tech $ 4,001 $ 3,741 7% 4% 26% 27%Financial Services 3,408 2,771 23 18 22 20Government 2,172 1,995 9 6 14 15Products 3,570 2,979 20 16 23 22Resources 2,389 2,178 10 5 15 16Other 7 9 n/m n/m — —

TOTAL Revenues Before Reimbursements 15,547 13,673 14% 10% 100% 100%

Reimbursements 1,547 1,440 7

TOTAL REVENUES $ 17,094 $ 15,113 13%

GEOGRAPHYAmericas $ 6,730 $ 6,133 10% 9% 43% 45%EMEA(1) 7,735 6,572 18 11 50 48Asia Pacific 1,082 968 12 8 7 7

TOTAL Revenues Before Reimbursements $ 15,547 $ 13,673 14% 10% 100% 100%

TYPE OF WORKConsulting $ 9,559 $ 8,589 11% 7% 61% 63%Outsourcing 5,988 5,084 18 14 39 37

TOTAL Revenues Before Reimbursements $ 15,547 $ 13,673 14% 10% 100% 100%

n/m = not meaningful

(1) EMEA includes Europe, the Middle East and Africa.

Revenues Our Communications & High Tech operating group achieved revenues before reimbursements of $4,001 million in fiscal2005, compared with $3,741 million in fiscal 2004, an increase of 7% in U.S. dollars and 4% in local currency terms. The increasewas primarily due to growth in consulting revenues, particularly in our Americas and EMEA regions and our Electronics & HighTech industry group. Outsourcing revenue growth, particularly in our EMEA and Asia Pacific regions, was offset by thesubstantial reduction in late fiscal 2004 of the scope of our work with a major North American telecommunications client as aresult of that client’s changing business strategies. Our Financial Services operating group achieved revenues before reimbursements of $3,408 million in fiscal 2005, comparedwith $2,771 million in fiscal 2004, an increase of 23% in U.S. dollars and 18% in local currency terms, with both consulting andoutsourcing contributing to the growth in

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revenues. This growth was driven by the strength of our business in both the Americas and EMEA regions, particularly in theUnited Kingdom, and in our Banking and Insurance industry groups. Our Government operating group achieved revenues before reimbursements of $2,172 million in fiscal 2005, compared with$1,995 million in fiscal 2004, an increase of 9% in U.S. dollars and 6% in local currency terms, with both consulting andoutsourcing contributing to the growth in revenues. Results were driven by strong growth in our EMEA and Asia Pacific regions,which was partially offset by a decrease in consulting revenues from clients in the Americas, particularly in the United States. Our Products operating group achieved revenues before reimbursements of $3,570 million in fiscal 2005, compared with$2,979 million in fiscal 2004, an increase of 20% in U.S. dollars and 16% in local currency terms. These increases wereattributable to strong growth in both consulting and outsourcing in all industry groups. Our Resources operating group achieved revenues before reimbursements of $2,389 million in fiscal 2005, compared with$2,178 million in fiscal 2004, an increase of 10% in U.S. dollars and 5% in local currency terms, with both consulting andoutsourcing contributing to the growth in revenues. We experienced strong overall growth in our Energy and Natural Resourcesindustry groups, as well as in our EMEA region. In our Utilities industry group, growth in outsourcing revenues beforereimbursements offset a decline in consulting revenues before reimbursements. Our Americas region achieved revenues before reimbursements of $6,730 million in fiscal 2005, compared with$6,133 million for fiscal 2004, an increase of 10% in U.S. dollars and 9% in local currency terms. Contributing to this growth wasour business in the United States and Brazil, partially offset by a decline in local currency revenues before reimbursements inCanada. Our EMEA region achieved revenues before reimbursements of $7,735 million for fiscal 2005, compared with $6,572 millionfor fiscal 2004, an increase of 18% in U.S. dollars and 11% in local currency terms. A key contributor to this growth was ourbusiness in the United Kingdom, where revenues before reimbursements for fiscal 2005 increased 19% in U.S. dollars and 13% inlocal currency terms over fiscal 2004, primarily due to revenues from several exceptionally large contracts sold during fiscal 2004that began making significant contributions to revenues in fiscal 2005. Also contributing to the strong growth in EMEA for fiscal2005 was our business in Germany, Italy, the Netherlands and Spain. Revenue growth in the United Kingdom for the fourthquarter of fiscal 2005 was affected by lower than expected revenues on the NHS Contracts. Our Asia Pacific region achieved revenues before reimbursements of $1,082 million in fiscal 2005, compared with$968 million for fiscal 2004, an increase of 12% in U.S. dollars and 8% in local currency terms. Our business in Australia and inIndia contributed to the increase in revenues, partially offset by a decline in our business in Japan.Operating Expenses Operating expenses were $14,983 million in fiscal 2005, an increase of $1,628 million, or 12%, over fiscal 2004 and remainedflat at 88% of revenues in both fiscal 2005 and 2004. As a percentage of revenues before reimbursements, operating expensesbefore reimbursable expenses were 86% and 87% in fiscal years 2005 and 2004, respectively. Excluding the effects ofrestructuring and reorganization, operating expenses before reimbursements as a percentage of revenues before reimbursementswould have increased by 0.1 percentage points for fiscal 2005, compared with fiscal 2004.

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The strengthening of various currencies against the U.S. dollar increased our reported operating expenses in fiscal 2005,compared to fiscal 2004 and partially offset corresponding increases in reported revenues.

Cost of Services Cost of services was $12,002 million in fiscal 2005, an increase of $1,505 million, or 14%, over fiscal 2004 and an increase asa percentage of revenues to 70% in fiscal 2005 from 69% in fiscal 2004. Cost of services before reimbursable expenses was$10,455 million in fiscal 2005, an increase of $1,398 million, or 15%, over fiscal 2004. Cost of services before reimbursableexpenses increased as a percentage of revenues before reimbursements to 67% in fiscal 2005 from 66% in fiscal 2004. Grossmargins (revenues before reimbursements less cost of services before reimbursements) decreased to 32.8% of revenues beforereimbursements in fiscal 2005 from 33.8% in fiscal 2004. The increase in cost of services and the decrease in gross margins as a percentage of revenues before reimbursements weredue primarily to the lower−than−expected margins attributable to delays under the NHS Contracts, a small number of deliveryinefficiencies in certain operating groups, and incurred and expected cost overruns associated with the development of reusableassets in connection with certain client contracts, partially offset by lower variable compensation expense.

Sales and Marketing Sales and marketing expense was $1,558 million in fiscal 2005, an increase of $70 million, or 5%, over fiscal 2004 anddecreased as a percentage of revenues before reimbursements to 10% in fiscal 2005 from 11% in fiscal 2004. A key driver of theincrease in sales and marketing expense was a $100 million increase in market− and business−development activities, partiallyoffset by a decrease in variable compensation expense.

General and Administrative Costs General and administrative costs were $1,512 million in fiscal 2005, an increase of $171 million, or 13%, over fiscal 2004 andremained flat as a percentage of revenues before reimbursements at 10% in both fiscal 2005 and 2004.

Reorganization and Restructuring (Benefits) Costs We recorded net reorganization benefits of $89 million in fiscal 2005, which included a $115 million reduction inreorganization liabilities offset by $26 million of interest expense associated with carrying these liabilities. At August 31, 2005,the remaining liability for reorganization costs was $381 million, of which $64 million was classified as current liabilities becauseexpirations of statutes of limitations could occur within 12 months. In fiscal 2004, we recorded net reorganization benefits of$78 million, which included a $105 million reduction in reorganization liabilities offset by $27 million of interest expenseassociated with carrying these liabilities. In both fiscal 2005 and 2004, the reduction in liabilities was primarily due to finaldeterminations of certain reorganization liabilities established in connection with our transition to a corporate structure in 2001.For additional information, refer to Footnote 3 (Restructuring and Reorganization (Benefits) Costs) to our Consolidated FinancialStatements under “Financial Statements and Supplementary Data.” During fiscal 2004, we recorded restructuring costs of $107 million relating to our global consolidation of office space,primarily in the United States and the United Kingdom. These costs included losses on operating leases and write−downs ofrelated assets such as leasehold improvements resulting from abandoned office space. No restructuring costs were recorded duringfiscal 2005.

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Operating Income Operating income was $2,111 million in fiscal 2005, an increase of $352 million, or 20%, over fiscal 2004. Operating incomeas a percentage of revenues before reimbursements was 13.6% and 12.9% in fiscal 2005 and 2004, respectively. Excluding theeffects of restructuring and reorganization, operating income as a percentage of revenues before reimbursements would havedecreased by 0.1 percentage points for fiscal 2005 compared with fiscal 2004. Operating income for each of the operating groups was as follows:

Year Ended August 31,

Effect ofReorganization

Benefits andIncrease Restructuring Net Increase

2005 2004 (Decrease) Costs(1) (Decrease)

(in millions)Communications & High Tech $ 673 $ 404 $ 269 $ 28 $ 241Financial Services 500 354 146 27 119Government 169 311 (142) 18 (160)Products 413 415 (2) 27 (29)Resources 356 275 81 18 63

Total $ 2,111 $ 1,759 $ 352 $ 118 $ 234

(1) Reorganization benefits and restructuring costs recorded during the period were allocated to the reportable operating groups as follows:

Year Ended August 31,

2005 2004 Change

(in millions)Communications & High Tech $ 21 $ (7) $ 28Financial Services 20 (7) 27Government 14 (4) 18Products 21 (6) 27Resources 13 (5) 18

Total $ 89 $ (29) $ 118

Excluding the effects of reorganization and restructuring, operating income in fiscal 2005 increased by $234 million fromfiscal 2004, reflecting increases in Communications & High Tech, Financial Services and Resources, which were partially offsetby decreases in Government and Products. The following commentary excludes the effects of reorganization and restructuring:

• Communications & High Tech operating income increased primarily due to higher gross margins in fiscal 2005, reflectingstrong consulting revenue growth in North America and EMEA, as well as the impact of lower−than−expected margins onthree contracts in fiscal 2004.

• The increase in Financial Services operating income reflected a 23% increase in revenues before reimbursements andimproved margins.

• Government operating income decreased partly due to lower−than−expected margins attributable to temporary delays underthe NHS Contracts, cost overruns associated with the development of reusable assets in connection with certain clientcontracts, delivery inefficiencies on a small number of other contracts and a favorable contract settlement in fiscal 2004.

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• Products operating income decreased slightly, due to lower−than−expected margins attributable to temporary delays underthe NHS Contracts and delivery inefficiencies on a small number of other contracts, partially offset by a 20% increase inrevenues.

• The increase in Resources operating income was driven by increased revenues, reduced delivery costs and improved quality.Gain on Investments, Net Gain on investments, net was $21 million in fiscal 2005, an increase of $18 million from fiscal 2004. This reflects gains onour retained interests in our venture and investment portfolio, which we sold in fiscal 2003.Interest Income Interest income was $108 million in fiscal 2005, an increase of $48 million, or 81%, from fiscal 2004. The increase resultedprimarily from the increase in interest rates and an increase in average client financing balances during fiscal 2005, compared withthe average balances for fiscal 2004.Other (Expense) Income Other expense was $11 million in fiscal 2005, compared with other income of less than $1 million in fiscal 2004. The fiscal2005 expense was primarily due to net foreign currency exchange losses in fiscal 2005, compared with net foreign currencyexchange gains in fiscal 2004.Provision for Income Taxes The effective tax rates for fiscal years 2005 and 2004 were 31.6% and 32.0%, respectively. The effective tax rate decreased in2005 as a result of changes in our geographic distribution of income and benefits related to final determinations of prior−year taxliabilities. This was partially offset by increases related to net nondeductible items and updated estimates of current andprior−year income tax exposures. Final determinations of prior year tax liabilities in 2005 and 2004 reduced the annual effectivetax rate by 6.4 and 2.2 percentage points, respectively. The decrease in reorganization liabilities in fiscal years 2005 and 2004reduced the annual effective tax rate by 1.4 and 1.5 percentage points, respectively. The decrease in reorganization liabilities hadthe effect of increasing pre−tax income without a corresponding increase in the provision for income taxes. Final determinationscould also occur in fiscal 2006 which could generate income tax benefits.Minority Interest Minority interest eliminates the income earned or expense incurred attributable to the equity interest that some of our currentand former senior executives and their permitted transferees have in our Accenture SCA and Accenture Canada Holdings Inc.subsidiaries. See “Business—Accenture Organizational Structure.” The resulting net income of Accenture Ltd represents theincome attributable to the shareholders of Accenture Ltd. Since January 2002, minority interest has also included immaterialamounts primarily attributable to minority shareholders in our Avanade Inc. subsidiary. Minority interest was $568 million in fiscal 2005, an increase of $36 million, or 7%, over fiscal 2004, primarily due to anincrease in income before minority interest of $286 million, partially offset by a reduction in the Accenture SCA Class I commonshares and Accenture Canada Holdings Inc.

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exchangeable shares average ownership interests to 37% for the year ended August 31, 2005 from 43% for the year endedAugust 31, 2004.Earnings Per Share Diluted earnings per share were $1.56 in fiscal 2005, compared with $1.22 in fiscal 2004. The fiscal 2005 net reorganizationbenefits had the effect of increasing diluted earnings per share by $0.09. The fiscal 2004 restructuring costs relating to our globalconsolidation of office space had the effect of reducing diluted earnings per share by $0.07, and the fiscal 2004 net reorganizationbenefits had the effect of increasing diluted earnings per share by $0.08. Refer to Footnote 3 (Restructuring and Reorganization(Benefits) Costs) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”Liquidity and Capital Resources Our primary sources of liquidity are cash flows from operations, debt capacity available under various credit facilities andavailable cash reserves. We may also be able to raise additional funds through public or private debt or equity financings in orderto:

• take advantage of opportunities, including more rapid expansion;

• acquire complementary businesses or technologies;

• develop new services and solutions;

• respond to competitive pressures; or

• facilitate purchases, redemptions and exchanges of Accenture shares. At August 31, 2006, cash and cash equivalents of $3,067 million combined with $463 million of liquid fixed−incomesecurities that are classified as investments in our Consolidated Balance Sheet totaled $3,530 million, compared with$3,185 million at August 31, 2005, an increase of $345 million. Cash flows from operating, investing and financing activities, as reflected in our Consolidated Cash Flow Statement, aresummarized in the following table:

Year Ended August 31,

2006 to 20052006 2005 2004 Change

(in millions)Net cash provided by (used in):

Operating activities $ 2,668 $ 1,887 $ 1,756 $ 781Investing activities (253) (575) (897) 322Financing activities (1,934) (1,377) (688) (557)

Effect of exchange rate changes on cash and cash equivalents 102 (4) 49 106

Net increase (decrease) in cash and cash equivalents $ 583 $ (69) $ 220 $ 652

Operating activities: The $781 million increase in cash provided in fiscal 2006 compared with fiscal 2005 was primarily dueto increases in revenues and the related collections of billings during fiscal 2006, compared with fiscal 2005. The $131 millionincrease in cash provided in fiscal 2005, compared with fiscal 2004 was primarily due to an increase in net income, an increase inaccounts payable, and $50 million in discretionary contributions to our U.S. employees’ pension plans in fiscal 2005, comparedwith $230 million in fiscal 2004.

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Investing activities: The $322 million decrease in cash used was primarily due to a decrease in the purchases of marketablesecurities, partially offset by a decrease in net proceeds from marketable securities. The $322 million decrease in cash used infiscal 2005, compared with fiscal 2004 was primarily due to a decrease in net purchases of marketable securities, partially offsetby the acquisition of the net assets of Capgemini’s North American Health practice for $179 million in cash (including $4 millionof acquisition expenses). During fiscal 2006, 2005 and 2004, we invested $306 million, $318 million and $282 million,respectively, in capital expenditures, primarily for technology assets, furniture and equipment and leasehold improvements tosupport our operations. We expect that our capital expenditures will be approximately $335 million in fiscal 2007.

Financing activities: The $557 million increase in cash used was primarily driven by an increase in purchases of commonshares and the payment of $268 million in cash dividends, partially offset by a $138 million increase in cash received forAccenture Ltd Class A common shares issued under Accenture’s employee share programs. For additional information, seeFootnote 13 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under “FinancialStatements and Supplementary Data.” The $689 million increase in cash used in fiscal 2005, compared with fiscal 2004 wasprimarily driven by an increase of net purchases of common shares in fiscal 2005, partly offset by a net decrease in restricted cashof the predecessor to the Accenture Share Employee Compensation Trust. We believe that our available cash balances and the cash flows expected to be generated from operations will be sufficient tosatisfy our current and planned working capital and investment needs for the next twelve months. We also believe that ourlonger−term working capital and other general corporate funding requirements will be satisfied through cash flows fromoperations and, to the extent necessary, from our borrowing facilities and future financial market activities.Borrowing Facilities At August 31, 2006, we had the following borrowing facilities, including the issuance of letters of credit, to support generalworking capital purposes:

FacilityAmount

(in millions)Syndicated loan facility(1) $ 1,200Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities(2) 350Local guaranteed and non−guaranteed lines of credit(3) 136

Total $ 1,686

(1) On July 31, 2006, we replaced our $1.5 billion syndicated loan facility maturing on June 18, 2009 with a $1.2 billion syndicated loan facility maturing on July 31, 2011. This newfacility provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance of letters of credit. Financing is provided under this facility atthe prime rate or at the London Interbank Offered Rate plus a spread. This facility requires us to: (1) limit liens placed on our assets to (a) liens incurred in the ordinary course ofbusiness (subject to certain qualifications) and (b) other liens securing obligations not to exceed 30% of the Company’s consolidated assets; and (2) maintain a debt−to−cash−flow rationot exceeding 1.75 to 1.00. We continue to be in compliance with these terms. As of August 31, 2006, we had no borrowings under the facility. The facility is subject to annualcommitment fees.

(2) We maintain three separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities. These facilities provide local−currency financing for the majority of ouroperations. Interest rate terms on the bilateral revolving facilities are at market rates prevailing in the relevant local markets. Effective August 31, 2006, we amended two of thebilateral credit facilities, which increased total capacity by $100 million to $350 million. As of August 31, 2006 and 2005, we had $2 million and $4 million, respectively, ofborrowings under these facilities.

(3) We also maintain local guaranteed and non−guaranteed lines of credit for those locations that cannot access our global facilities. At August 31, 2006, we had no borrowings under thesevarious facilities.

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Under the borrowing facilities described above, we had an aggregate of $153 million and $186 million of letters of creditoutstanding at August 31, 2006 and 2005, respectively. In addition, we had zero and $9 million of other short−term borrowings atAugust 31, 2006 and 2005, respectively.We also had total outstanding debt of $50 million and $62 million at August 31, 2006 and 2005, respectively, which was primarilyincurred in conjunction with the purchase of Accenture HR Services.Client Financing In limited circumstances, we agree to extend financing to clients on technology integration consulting contracts. The termsvary by contract, but generally we contractually link payment for services to the achievement of specified performancemilestones. We finance these client obligations primarily with existing working capital and bank financing in the country oforigin. Imputed interest is recorded at market rates in Interest income in the Consolidated Income Statement. Informationpertaining to client financing is as follows:

August 31,

2006 2005

(in millions, exceptnumber of clients)

Number of clients 25 29

Client financing included in Current unbilled services $ 158 $ 262Client financing included in Non−current unbilled services 105 472

Total client financing, current and non−current $ 263 $ 734

The decrease in client financing from August 31, 2005 was primarily due to the reversal of client financing balances related tothe impact of the NHS Transfer Agreement. See “— The NHS Contracts.”Share Purchases and Redemptions From time to time Accenture purchases Accenture Ltd Class A common shares through the Company’s open−market purchaseprogram and also purchases, redeems and exchanges Accenture shares held by our current and former senior executives and theirpermitted transferees. In fiscal 2005, the Board of Directors of Accenture granted authority to utilize $3.0 billion for purchasesand redemptions of shares held by current and former senior executives and their permitted transferees and open−market sharepurchases, as well as for the acquisition of certain Accenture Ltd Class A common shares awarded to employees pursuant torestricted share units awarded in connection with our initial public offering. Effective as of March 24, 2006, the Board ofDirectors of Accenture authorized an additional $1.5 billion for the purchase, redemption and exchange from time to time ofAccenture shares, including open−market share purchases.Open−Market Purchases Accenture has conducted a publicly announced, open−market share purchase program for Accenture Ltd Class A commonshares. These purchased shares are currently utilized to provide for select employee benefits, such as equity awards to our seniorexecutives. These shares are held by one or more subsidiaries of Accenture Ltd and are treated as treasury shares.

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Senior Executive Trading Policy and Practices Under our Share Management Plan, which expired on July 24, 2005, we provided quarterly transactions to give our currentand former senior executives and their permitted transferees the opportunity to dispose of shares that were eligible for transferunder the terms of the various transfer restrictions applicable to them. Prior to March 2006, Accenture also purchased certainAccenture Ltd Class A common shares awarded to employees pursuant to restricted share units issued in connection with ourinitial public offering. In July 2005, we implemented a Senior Executive Trading Policy applicable to our senior executives which provides, amongother things, that all Accenture Ltd Class A common shares, Accenture SCA Class I common shares, and Accenture CanadaHoldings Inc. exchangeable shares covered by the transfer restrictions contained in our various charter documents and still held byactively employed senior executives but which are no longer restricted by transfer restrictions will be subject tocompany−imposed quarterly trading guidelines. These currently limit the total number of shares redeemed, sold or otherwisetransferred in any calendar quarter to no more than a composite average weekly volume of trading in Accenture Ltd Class Acommon shares. The Senior Executive Trading Policy was implemented, in part, due to the expiration on July 24, 2005 of ourShare Management Plan for current and former senior executives and the charter provisions used to facilitate that plan. SinceJuly 24, 2005, holders of shares covered by the transfer restrictions contained in our various charter documents have been able toindividually execute sales, redemptions or dispositions of those shares that are no longer subject to these charter provisions and, inthe case of our senior executives, in compliance with the quarterly trading guidelines contained in the Senior Executive TradingPolicy. We may continue for the time being to redeem or purchase all Accenture SCA Class I common shares and AccentureCanada Holdings Inc. exchangeable shares offered for redemption or purchase for cash.

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A summary of our share purchase activity in fiscal 2005 and 2006 was as follows:

Open−Market Share Other SharePurchase Program Purchase Programs

Shares Amount Shares Amount Total

(in millions) (in millions)Available authorization as of August 31, 2004 $ 62 $ 224 $ 286Purchases and redemptions(1) 20,566,470 (481) 45,147,483 (1,103) (1,584)Additional authorizations(2) 1,000 2,000 3,000

Available authorization as of August 31, 2005 581 1,121 1,702Purchases and redemptions(3) 3,491,500 (103) 43,301,787 (1,179) (1,282)Additional authorizations(4) 500 1,000 1,500

Available authorization as of August 31, 2006 $ 978 $ 942 $ 1,920

(1) Other Share Purchase Programs include the following purchase activity during fiscal 2005:• 44,105,764 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $1,078 million and 643,325 Accenture Canada Holdings Inc. exchangeable

shares purchased for a total cash outlay of $16 million; and• 398,394 shares purchased through the RSU Sell−Back Program for a total cash outlay of $10 million.

(2) On October 15, 2004, an additional $1 billion was authorized for purchase under the Company’s open−market share purchase program and an additional $2 billion was authorized forredemptions and purchases under the Company’s other share purchase programs.

(3) Other Share Purchase Programs include the following purchase activity during fiscal 2006:• 31,416,894 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $918 million and 421,194 Accenture Canada Holdings Inc. exchangeable shares

purchased for a total cash outlay of $12 million;• 11,231,941 Accenture Ltd Class A common shares purchased for an aggregate purchase price of $243 million; and• 231,758 shares purchased through the RSU Sell−Back Program whereby the Company offers to purchase Accenture Ltd Class A common shares awarded to employees pursuant to

restricted share units issued in connection with its initial public offering for a total cash outlay of $7 million. The RSU Sell−Back Program was terminated, effective March 1, 2006.All remaining funding authorizations for the RSU Sell−Back Program were reallocated and made available for use in the Company’s other share purchase programs.

(4) On March 24, 2006, an additional $500 million was authorized for purchase under the Company’s open−market share purchase program and an additional $1 billion was authorized forredemptions and purchases under the Company’s other share purchase programs.

Other Redemptions and Purchases On September 14, 2005, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I commonshareholders that resulted in the redemption and purchase on October 14, 2005 of an aggregate of 35,922,744 Accenture SCAClass I common shares at a price of $21.50 per share. The total cash outlay for this transaction was $775 million and wasseparately authorized by the Board of Directors of Accenture. During the year ended August 31, 2006, as authorized under Accenture’s various employee equity share plans, Accentureacquired 1,095,728 Accenture Ltd Class A common shares via share withholding for payroll tax obligations due from employeesand former employees in connection with the delivery of Accenture Ltd Class A common shares under those plans for a total cashoutlay of $31 million.Subsequent Developments On September 11, 2006, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I commonshareholders that resulted in the redemption and purchase, effective as of October 11, 2006 of an aggregate of 7.5 millionAccenture SCA Class I common shares at a price of $24.75 per share. The total cash outlay for these transactions wasapproximately $187 million. On September 25, 2006, Accenture Ltd declared a cash dividend of $0.35 per share on its Class A common shares forshareholders of record at the close of business on October 13, 2006.

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Accenture Ltd will cause Accenture SCA to declare a cash dividend of $0.35 per share on its Class I common shares forshareholders of record at the close of business on October 5, 2006. Both dividends are payable on November 15, 2006.Obligations and Commitments As of August 31, 2006, we had the following obligations and commitments to make future payments under contracts,contractual obligations and commercial commitments:

Payments due by period

Contractual Cash Obligations Total Less than 1 year 1−3 years 3−5 years More than 5 years

(in millions)Long−term debt $ 50 $ 23 $ 26 $ 1 $ —Operating leases 2,213 338 517 371 987Retirement obligations(1) 214 44 73 44 53Other commitments(2) 534 363 119 39 13

Total $ 3,011 $ 768 $ 735 $ 455 $ 1,053

(1) This represents projected payments under our Basic Retirement Benefit and Early Retirement Plans. Because both of these plans are unfunded, we pay these benefits directly. Theseplans were eliminated for active partners after May 15, 2001.

(2) Other commitments include, among other things, information technology, software support and maintenance obligations, as well as other obligations in the ordinary course of businessthat we cannot cancel or where we would be required to pay a termination fee in the event of cancellation. Amounts shown do not include recourse that we may have to recovertermination fees or penalties from clients.

Off−Balance Sheet Arrangements We have various agreements by which we may be obligated to indemnify the other party with respect to certain matters.Generally, these indemnification provisions are included in contracts arising in the normal course of business under which wecustomarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to suchmatters as title to assets sold, licensed or certain intellectual property rights and other matters. Payments by us under suchindemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject tochallenge by us and dispute resolution procedures specified in the particular contract. Furthermore, our obligations under thesearrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third partiesfor certain payments made by us. It is not possible to predict the maximum potential amount of future payments under theseindemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement.Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. Asof August 31, 2006, we were not aware of any obligations under such indemnification agreements that would require materialpayments. From time to time, we enter into contracts with clients whereby we have joint and several liability with other participantsand/or third parties providing related services and products to clients. Under these arrangements, we and other parties may assumesome responsibility to the client or a third party for the performance of others under the terms and conditions of the contract withor for the benefit of the client or in relation to the performance of certain contractual obligations. To date, we have not beenrequired to make any payments under any of the contracts described in this paragraph. For further discussion of these transactions,see Footnote 15 (Commitments and Contingencies) to our Consolidated Financial Statements under “Financial Statements andSupplementary Data.”

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Newly Issued Accounting Standards In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48, “Accounting forUncertainty in Income Taxes−an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting forincome taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized infinancial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions shouldbe classified in the balance sheet; and provides transition and interim−period guidance, among other provisions. FIN 48 iseffective for fiscal years beginning after December 15, 2006 and, as a result, is effective for us beginning September 1, 2007. Weare currently evaluating the impact of FIN 48 on our Consolidated Financial Statements. In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158,“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87,106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsettingadjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and otherpostretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective forour fiscal year ending August 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations attheir year−end balance sheet date. This requirement is effective for our fiscal year ending August 31, 2009. We are currentlyevaluating the impact of the adoption of SFAS No. 158; however, we do not expect that it will have a material impact on ourConsolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have no market risk sensitive instruments entered into for trading purposes; therefore, all of our market risk sensitiveinstruments were entered into for purposes other than trading.Foreign Currency Risk We are exposed to foreign currency risk in the ordinary course of business. We hedge material cash flow exposures whenfeasible using forward and/or option contracts, with the Euro accounting for a significant portion of the notional amount beinghedged. These instruments are generally short−term in nature, with typical maturities of less than one year, and are subject tofluctuations in foreign exchange rates and credit risk. From time to time, we enter into forward or option contracts of a long−termnature. Credit risk is managed through careful selection and ongoing evaluation of the financial institutions utilized ascounterparties. We use sensitivity analysis to determine the effects that market exchange rate fluctuations may have on the fair value of ourhedge portfolio. The sensitivity of the hedge portfolio is computed based on the market value of future cash flows as affected bychanges in exchange rates. This sensitivity analysis represents the hypothetical changes in value of the hedge position and doesnot reflect the offsetting gain or loss on the underlying exposure. As of August 31, 2006, a 10% decrease in the levels of foreigncurrency exchange rates against the U.S. dollar with all other variables held constant would have resulted in a decrease in the fairvalue of our hedge instruments of $43 million, while a 10% increase in the levels of foreign currency exchange rates against theU.S. dollar would have resulted in an increase in the fair value of our hedge instruments of $43 million. As of August 31, 2005, a10% decrease in the levels of foreign currency exchange rates against the U.S. dollar with all other variables held constant wouldhave resulted in a decrease in the fair value of our hedge instruments of $19 million, while a 10% increase in the levels of foreigncurrency exchange rates

72

against the U.S. dollar would have resulted in an increase in the fair value of our hedge instruments of $19 million.Interest Rate Risk The interest rate risk associated with our borrowing and investing activities at August 31, 2006 is not material in relation toour consolidated financial position, results of operations or cash flows. While we may do so in the future, we have not usedderivative financial instruments to alter the interest rate characteristics of our investment holdings or debt instruments.Equity Price Risk The equity price risk associated with our marketable equity securities that are subject to market price volatility is not materialin relation to our consolidated financial position, results of operations or cash flows.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See the index included on page F−1, Index to Consolidated Financial Statements.ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

DISCLOSURE None.ITEM 9A. CONTROLS AND PROCEDURES(a) Evaluation of Disclosure Controls and Procedures Based on their evaluation for the period covered by this Annual Report on Form 10−K, the Chief Executive Officer and theChief Financial Officer of Accenture Ltd have concluded that, as of the end of this period, Accenture Ltd’s disclosure controls andprocedures (as defined in Rules 13a−15(e) and 15d−15(e) under the Exchange Act) are effective to ensure that informationrequired to be disclosed by Accenture Ltd in the reports that we file or submit under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.(b) Management’s Annual Report on Internal Control over Financial Reporting Accenture’s management is responsible for establishing and maintaining adequate internal control over financial reporting toprovide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includesthose policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions anddispositions of our assets;

(ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being madeonly in accordance with the authorization of management and/or our Board of Directors; and

73

(iii) provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use ordisposition of our assets that could have a material effect on our financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due tochanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and ChiefFinancial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteriaset forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—IntegratedFramework. Based on its evaluation, our management concluded that our internal control over financial reporting was effective asof the end of the period covered by this Annual Report on Form 10−K. KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included inthis Annual Report on Form 10−K and, as part of their audit, has issued its reports, included herein, on (1) our management’sassessment of the effectiveness of our internal control over financial reporting and (2) the effectiveness of our internal controlover financial reporting. See “Report of Independent Registered Public Accounting Firm” on page F−3.(c) Changes in Internal Control over Financial Reporting There has been no change in Accenture Ltd’s internal control over financial reporting that occurred during the fourth quarterof fiscal 2006 that has materially affected, or is reasonably likely to materially affect, Accenture Ltd’s internal control overfinancial reporting.ITEM 9B. OTHER INFORMATION None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information about our directors is incorporated by reference from the discussion under the heading “Board and CorporateGovernance Matters—Director Biographies” in the Proxy Statement for our Annual General Meeting of Shareholders to be heldFebruary 7, 2007 (the “2007 Proxy Statement”). Information about our executive officers is contained in the discussion entitled“Executive Officers of the Registrant” in Part I of this Form 10−K. Information about compliance with Section 16(a) of theExchange Act is incorporated by reference from the discussion under the heading “Section 16(a) Beneficial Ownership ReportingCompliance” in our 2007 Proxy Statement. Information about our Audit Committee, including the members of the Committee,and our Audit Committee financial experts, is incorporated by reference from the discussion under the heading “Board andCorporate Governance Matters—Audit Committee” in our 2007 Proxy Statement. Information about our Code of Business Ethicsgoverning our employees, including our chief executive officer, chief financial officer and principal accounting officer, and ourdirectors, where appropriate, is incorporated by reference from the discussion under the heading “Board and CorporateGovernance Matters—Board Meetings and Committees” in our 2007 Proxy Statement.ITEM 11. EXECUTIVE COMPENSATION Information about director and executive compensation is incorporated by reference from the discussion under the headings“Compensation of Executive Officers and Directors,” “Reports of the Committees of the Board—Report of the CompensationCommittee on Executive Compensation” and “Performance Graph” in our 2007 Proxy Statement.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED SHAREHOLDER MATTERS Information about security ownership of certain beneficial owners and management and related shareholder matters isincorporated by reference from the discussion under the headings “Beneficial Ownership of Directors and Executive Officers,”“Beneficial Ownership of More Than Five Percent of Any Class of Voting Securities” and “Equity Compensation PlanInformation” in our 2007 Proxy Statement.ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information about certain relationships and transactions with related parties is incorporated by reference from the discussionunder the heading “Certain Relationships and Related Transactions” in our 2007 Proxy Statement.ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Information about the fees for professional services rendered by our independent auditors in 2006 and 2005 and our AuditCommittee’s policy on pre−approval of audit and permissible non−audit services of our independent auditors is incorporated byreference from the discussion under the heading “Principal Accounting Fees and Services” in our 2007 Proxy Statement.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) List of documents filed as part of this report:1. Financial Statements as of August 31, 2006 and August 31, 2005 and for the three years ended August 31, 2006—Included

in Part II of this Form 10−K:Consolidated Balance Sheets

Consolidated Income Statements

Consolidated Shareholders’ Equity and Comprehensive Income Statements

Consolidated Cash Flows Statements

Notes to Consolidated Financial Statements2. Financial Statement Schedules:

None3. Exhibit Index:

ExhibitNumber Exhibit

3.1 Memorandum of Continuance of the Registrant, dated February 21, 2001 (incorporated by reference to Exhibit 3.1 to theRegistrant’s Registration Statement on Form S−1/ A filed on July 2, 2001 (the “July 2, 2001 Form S−1/ A”)).

3.2 Form of Bye−laws of the Registrant, effective as of February 2, 2005 (incorporated by reference to Exhibit 3.1 to the February 28,2005 10−Q).

9.1 Form of Voting Agreement, dated as of April 18, 2001, among the Registrant and the covered persons party thereto as amended andrestated as of February 3, 2005 (incorporated by reference to Exhibit 9.1 to the February 28, 2005 10−Q).

10.1 Form of Partner Matters Agreement, dated as of April 18, 2001, among the Registrant and the partners party thereto (incorporatedby reference to Exhibit 10.1 to the April 19, 2001 Form S−1).

10.2 Form of Non−Competition Agreement, dated as of April 18, 2001, among the Registrant and certain employees (incorporated byreference to Exhibit 10.2 to the April 19, 2001 Form S−1).

10.3 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S−1/ Afiled on July 12, 2001).

10.4 2001 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.14 to the November 30, 2001 10−Q).10.5 Form of Articles of Association of Accenture SCA, consolidated and updated as of June 28, 2005 (incorporated by reference to

Exhibit 10.1 to the May 31, 2005 10−Q).10.6 Form of Accenture SCA Transfer Rights Agreement, dated as of April 18, 2001, among Accenture SCA and the covered persons

party thereto as amended and restated as of February 3, 2005 (incorporated by reference to Exhibit 10.2 to the February 28,2005 10−Q).

10.7 Form of Non−Competition Agreement, dated as of April 18, 2001, among Accenture SCA and certain employees (incorporated byreference to Exhibit 10.7 to the April 19, 2001 Form S−1).

10.8 Form of Letter Agreement, dated April 18, 2001, between Accenture SCA and certain shareholders of Accenture SCA (incorporatedby reference to Exhibit 10.8 to the April 19, 2001 Form S−1).

10.9 Form of Support Agreement, dated as of May 23, 2001, between the Registrant and Accenture Canada Holdings Inc. (incorporatedby reference to Exhibit 10.9 to the July 2, 2001 Form S−1/ A).

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ExhibitNumber Exhibit

10.10 Form of Employment Agreement of Messrs. Campbell, Cole, Coughlan, Frerichs, Green, McGrath, Rohleder and Scrivner andMs. Mascolo (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S−1/ A filed onJune 8, 2001 (the “June 8, 2001 S−1/ A”)).

10.11 Form of Employment Agreement of Karl−Heinz Flöther (incorporated by reference to Exhibit 10.3 to the November 30,2001 10−Q).

10.12 Form of Employment Agreement of Messrs. Foster and Lajtha (incorporated by reference to Exhibit 10.8 to the November 30,2001 10−Q).

10.13 Form of Employment Agreement of Gianfranco Casati (English translation) (filed herewith).10.14 Form of Employment Agreement of Alexander van ’t Noordende (English translation) (filed herewith).10.15 Form of Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.11 to the July 2, 2001

Form S−1/ A).10.16 Form of Exchange Trust Agreement by and between the Registrant and Accenture Canada Holdings Inc. and CIBC Mellon Trust

Company, made as of May 23, 2001 (incorporated by reference to Exhibit 10.12 to the July 2, 2001 Form S−1/ A).10.17 Form of Letter Agreement, dated May 21, 2001, between the Registrant and Stichting Naritaweg I (incorporated by reference to

Exhibit 10.13 to the July 2, 2001 Form S−1/ A).10.18 Form of Letter Agreement, dated May 21, 2001, between the Registrant and Stichting Naritaweg II (incorporated by reference to

Exhibit 10.14 to the July 2, 2001 Form S−1/ A).10.19 Form of Transfer Restriction Agreement dated as of October 1, 2002 among Accenture Ltd and the transferors and transferees

signatory thereto (incorporated by reference to Exhibit 9.1 to the November 30, 2002 10−Q).10.20 Form of Transfer Restriction Agreement dated as of October 1, 2002 among Accenture SCA and the transferors and transferees

signatory thereto (incorporated by reference to Exhibit 9.1 to Accenture SCA’s November 30, 2002 10−Q).10.21 Form of First Amendment, dated as of May 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 among

Accenture Ltd and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(13) to AccentureSCA’s and Accenture International SARL’s Schedule TO filed on September 30, 2003).

10.22 Form of First Amendment, dated as of May 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 amongAccenture SCA and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(14) to AccentureSCA’s and Accenture International SARL’s Schedule TO filed on September 30, 2003).

10.23 Form of Second Amendment, dated as of October 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 amongAccenture Ltd and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(15) to AccentureSCA’s and Accenture International SARL’s Schedule TO filed on April 29, 2004).

10.24 Form of Second Amendment, dated as of October 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 amongAccenture SCA and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(16) to AccentureSCA’s and Accenture International SARL’s Schedule TO filed on April 29, 2004).

10.25 Form of Ltd Transfer Restriction Agreement for the Accenture Family and Charitable Transfer Program dated as of April 1, 2005among Accenture Ltd and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 10.3 to theMay 31, 2005 10−Q).

10.26 Form of SCA Transfer Restriction Agreement for the Accenture Family and Charitable Transfer Program dated as of April 1, 2005among Accenture SCA and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 10.2 to theMay 31, 2005 10−Q).

10.27 Form of Transfer Agreement (for transfers of “Unrestricted” Shares of Accenture Ltd) for the Accenture Family and CharitableTransfer Program dated as of April 1, 2005 among Accenture Ltd and the transferors and transferees signatory thereto(incorporated by reference to Exhibit 10.5 to the May 31, 2005 10−Q).

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ExhibitNumber Exhibit

10.28 Form of Transfer Agreement (for transfers of “Unrestricted” Shares of Accenture SCA) for the Accenture Family and CharitableTransfer Program dated as of April 1, 2005 among Accenture SCA and the transferors and transferees signatory thereto(incorporated by reference to Exhibit 10.4 to the May 31, 2005 10−Q).

10.29 Form of Restricted Share Unit Agreement for senior executives pursuant to the Accenture Ltd 2001 Share Incentive Plan(incorporated by reference to Exhibit 4.1 to the November 30, 2004 10−Q).

10.30 Form of Nonqualified Share Option Agreement for senior executives pursuant to the Accenture Ltd 2001 Share Incentive Plan(incorporated by reference to Exhibit 4.2 to the November 30, 2004 10−Q).

10.31 Description of Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the February 28, 2006 10−Q).21.1 Subsidiaries of the Registrant (filed herewith).23.1 Consent of KPMG LLP (filed herewith).23.2 Consent of KPMG LLP related to the Accenture Ltd 2001 Employee Share Purchase Plan (filed herewith).24.1 Power of Attorney (included on the signature page hereto).31.1 Certification of the Chief Executive Officer, pursuant to Rules 13a−14(a) and 15d−14(a), as adopted pursuant to Section 302 of the

Sarbanes−Oxley Act of 2002 (filed herewith).31.2 Certification of the Chief Financial Officer, pursuant to Rules 13a−14(a) and 15d−14(a), as adopted pursuant to Section 302 of the

Sarbanes−Oxley Act of 2002 (filed herewith).32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the

Sarbanes−Oxley Act of 2002 (filed herewith).32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes−Oxley Act of 2002 (filed herewith).99.1 Accenture Ltd 2001 Employee Share Purchase Plan Financial Statements (filed herewith).

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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly causedthis report to be signed on its behalf on October 18, 2006 by the undersigned, thereunto duly authorized.

Accenture LtdBy: /s/ William D. GreenName: William D. GreenTitle: Chief Executive Officer

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes andappoints William D. Green, Pamela J. Craig and Douglas G. Scrivner, and each of them, as his or her true and lawful attorneys−in−fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any andall acts and things and to execute any and all instruments which said attorneys and agents and each of them may deem necessaryor desirable to enable the Registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules,regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the Registrant’sAnnual Report on Form 10−K for the fiscal year ended August 31, 2006 (the “Annual Report”), including specifically, butwithout limiting the generality of the foregoing, power and authority to sign the name of the Registrant and the name of theundersigned, individually and in his or her capacity as a director or officer of the Registrant, to the Annual Report as filed with theU.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filedas part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys andagents and each of them shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on October 18, 2006by the following persons on behalf of the Registrant and in the capacities indicated.

Signature Title

/s/ William D. Green

William D. Green

Chief Executive Officer,Chairman of the Board and Director(principal executive officer)

/s/ Dina Dublon

Dina Dublon

Director

/s/ Dennis F. Hightower

Dennis F. Hightower

Director

/s/ Nobuyuki Idei

Nobuyuki Idei

Director

Signature Title

/s/ William L. Kimsey

William L. Kimsey

Director

/s/ Robert I. Lipp

Robert I. Lipp

Director

/s/ Marjorie Magner

Marjorie Magner

Director

/s/ Blythe J. Mcgarvie

Blythe J. McGarvie

Director

/s/ Sir Mark Moody Stuart

Sir Mark Moody Stuart

Director

/s/ Wulf Von Schimmelmann

Wulf von Schimmelmann

Director

/s/ Michael G. Mcgrath

Michael G. McGrath

Chief Financial Officer(principal financial officer)

/s/ Anthony G. Coughlan

Anthony G. Coughlan

Principal Accounting Officer and Controller(principal accounting officer)

ACCENTURE LTDINDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Reports of Independent Registered Public Accounting Firm F−2Consolidated Financial Statements as of August 31, 2006 and 2005 and for the three years ended August 31, 2006:

Consolidated Balance Sheets F−4Consolidated Income Statements F−5Consolidated Shareholders' Equity and Comprehensive Income Statements F−6Consolidated Cash Flows Statements F−8

Notes to Consolidated Financial Statements F−9

F−1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and ShareholdersAccenture Ltd: We have audited the accompanying Consolidated Balance Sheets of Accenture Ltd and its subsidiaries as of August 31, 2006and 2005, and the related Consolidated Statements of Income, Shareholders’ Equity and Comprehensive Income, and Cash Flowsfor each of the years in the three−year period ended August 31, 2006. These Consolidated Financial Statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these Consolidated FinancialStatements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide areasonable basis for our opinion. In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financialposition of Accenture Ltd and its subsidiaries as of August 31, 2006 and 2005, and the results of their operations and their cashflows for each of the years in the three−year period ended August 31, 2006, in conformity with U.S. generally acceptedaccounting principles. As disclosed in Note 1 to the Consolidated Financial Statements, the Company, as of September 1, 2005, changed its methodof accounting for share−based awards. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),the effectiveness of Accenture Ltd’s internal control over financial reporting as of August 31, 2006, based on criteria establishedin the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO), and our report dated October 18, 2006 expressed an unqualified opinion on management’s assessment of,and the effective operation of, internal control over financial reporting./s/ KPMG LLPChicago, IllinoisOctober 18, 2006

F−2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and ShareholdersAccenture Ltd: We have audited management’s assessment, included in the accompanying Management’s Report On Internal Control Over Financial Reporting(Item 9A(b)), that Accenture Ltd maintained effective internal control over financial reporting as of August 31, 2006, based on criteria established in theInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Accenture Ltd’smanagement is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal controlover financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’sinternal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testingand evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in thecircumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures ofthe company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate. In our opinion, management’s assessment that Accenture Ltd maintained effective internal control over financial reporting as of August 31, 2006, isfairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). Also, in our opinion, Accenture Ltd maintained, in all material respects, effective internal control overfinancial reporting as of August 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated BalanceSheets of Accenture Ltd and its subsidiaries as of August 31, 2006 and 2005, and the related Consolidated Statements of Income, Shareholders’ Equity andComprehensive Income, and Cash Flows for each of the years in the three−year period ended August 31, 2006, and our report dated October 18, 2006expressed an unqualified opinion on those Consolidated Financial Statements./s/ KPMG LLPChicago, IllinoisOctober 18, 2006

F−3

ACCENTURE LTDCONSOLIDATED BALANCE SHEETS

August 31, 2006 and 2005(In thousands of U.S. dollars, except share and per share amounts)

2006 2005

ASSETSCURRENT ASSETS:

Cash and cash equivalents $ 3,066,988 $ 2,483,990Short−term investments 352,951 463,460Receivables from clients, net of allowances of $48,069 and $40,821 1,916,450 1,752,937Unbilled services 1,350,211 1,353,676Deferred income taxes, net 187,720 121,386Other current assets 479,501 509,818

Total current assets 7,353,821 6,685,267

NON−CURRENT ASSETS:Unbilled services 105,081 472,430Investments 125,119 262,873Property and equipment, net of accumulated depreciation of $1,359,978 and $1,268,658 727,692 693,710Goodwill 527,648 378,488Deferred income taxes, net 392,211 291,033Other non−current assets 186,508 173,551

Total non−current assets 2,064,259 2,272,085

TOTAL ASSETS $ 9,418,080 $ 8,957,352

LIABILITIES AND SHAREHOLDERS’ EQUITYCURRENT LIABILITIES:

Short−term bank borrowings $ 2,218 $ 13,681Current portion of long−term debt 22,574 17,391Accounts payable 856,087 807,317Deferred revenues 1,511,259 1,284,303Accrued payroll and related benefits 1,693,796 1,430,998Income taxes payable 722,096 831,399Deferred income taxes, net 49,870 42,609Other accrued liabilities 958,582 503,435

Total current liabilities 5,816,482 4,931,133

NON−CURRENT LIABILITIES:Long−term debt 27,065 44,116Retirement obligation 492,555 753,558Deferred income taxes, net 16,880 5,621Other non−current liabilities 302,965 545,051

Total non−current liabilities 839,465 1,348,346

COMMITMENTS AND CONTINGENCIESMINORITY INTEREST 867,878 980,959SHAREHOLDERS’ EQUITY:

Preferred shares, 2,000,000,000 shares authorized, zero shares issued and outstanding — —Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 617,565,722

and 602,705,936 shares issued as of August 31, 2006 and August 31, 2005, respectively 14 13Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 245,006,562

and 321,088,062 shares issued and outstanding as of August 31, 2006 and August 31, 2005,respectively 6 7

Restricted share units 482,289 365,708Additional paid−in capital 701,006 1,365,013Treasury shares, at cost, 36,990,533 and 32,265,976 shares as of August 31, 2006 and August 31, 2005,

respectively (869,957) (763,682)Retained earnings 1,607,391 962,339Accumulated other comprehensive loss (26,494) (232,484)

Total shareholders’ equity 1,894,255 1,696,914

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 9,418,080 $ 8,957,352

The accompanying Notes are an integral part of these Consolidated Financial Statements.

F−4

ACCENTURE LTDCONSOLIDATED INCOME STATEMENTS

For the Years Ended August 31, 2006, 2005 and 2004(In thousands of U.S. dollars, except share and per share amounts)

2006 2005 2004

REVENUES:Revenues before reimbursements $ 16,646,391 $ 15,547,029 $ 13,673,563Reimbursements 1,581,975 1,547,391 1,440,019

Revenues 18,228,366 17,094,420 15,113,582OPERATING EXPENSES:

Cost of services:Cost of services before reimbursable expenses 11,652,352 10,454,830 9,057,246Reimbursable expenses 1,581,975 1,547,391 1,440,019

Cost of services 13,234,327 12,002,221 10,497,265Sales and marketing 1,708,256 1,558,266 1,488,333General and administrative costs 1,492,690 1,511,952 1,340,467Reorganization and restructuring (benefits) costs (47,966) (89,257) 28,891

Total operating expenses 16,387,307 14,983,182 13,354,956

OPERATING INCOME 1,841,059 2,111,238 1,758,626Gain on investments, net 2,018 21,468 3,397Interest income 129,547 108,236 59,939Interest expense (21,146) (23,973) (22,044)Other (expense) income (27,811) (10,967) 160Equity in losses of affiliates — — (1,508)

INCOME BEFORE INCOME TAXES 1,923,667 2,206,002 1,798,570Provision for income taxes 490,535 697,097 575,543

INCOME BEFORE MINORITY INTEREST 1,433,132 1,508,905 1,223,027Minority interest in Accenture SCA and Accenture Canada Holdings Inc. (447,382) (556,485) (529,672)Minority interest—other (12,421) (11,946) (2,527)

NET INCOME $ 973,329 $ 940,474 $ 690,828

Weighted average Class A common shares:Basic 589,099,824 588,505,335 553,298,104Diluted 893,810,585 960,853,814 1,003,081,228Earnings per Class A common share:Basic $ 1.65 $ 1.60 $ 1.25Diluted $ 1.59 $ 1.56 $ 1.22Cash dividends per share $ 0.30 $ — $ —

The accompanying Notes are an integral part of these Consolidated Financial Statements.

F−5

ACCENTURE LTDCONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS

For the Years Ended August 31, 2006, 2005 and 2004(In thousands of U.S. dollars and in thousands of share amounts)Class A Class X Treasury

Common Shares Common Shares Shares AccumulatedAdditional Retained Other

Preferred No. No. Restricted Paid−In No. Earnings ComprehensiveShares $ Shares $ Shares Share Units Capital $ Shares (Deficit) Income (Loss) Total

Balance as of August 31,2003 $ — $ 10 458,629 $ 11 508,723 $ 557,609 $ 1,501,136 $ (397,076) (23,311) $ (641,915) $ (188,233) $ 831,542

Comprehensive income:Net income 690,828 690,828Other comprehensive

income:Unrealized gains

on marketablesecurities, netofreclassificationadjustments 1,585 1,585

Foreign currencytranslationadjustments 44,312 44,312

Minimumpensionliabilityadjustment,net of tax (4,350) 28,576 24,226

Other comprehensiveincome 74,473

Comprehensive income 760,951Income tax benefit on:

Share−basedcompensation plans 30,235 30,235

Contract termination 2,073 2,073Purchases of Class A

common shares (3,157) (79,491) (305,236) (12,494) (384,727)Share−based

compensation expense 59,434 1,052 60,486Purchases/redemptions

of Accenture SCAClass I commonshares and AccentureCanada Holdings Inc.exchangeable shares (2) (143,398) (3,089,264) (3,089,266)

Issuances of Class Acommon shares:Employee share

programs 23,069 (292,580) 325,382 273,105 16,587 305,907In September 2003

secondary offering 2 69,695 1,421,873 1,421,875In May 2004

secondary offering 1 43,261 988,172 988,173Transaction fees 25,519 25,519Minority interest 519,038 519,038

Balance as of August 31,2004 $ — $ 13 591,497 $ 9 365,325 $ 324,463 $ 1,643,652 $ (429,207) (19,218) $ 46,636 $ (113,760) $ 1,471,806

Comprehensive income:Net income 940,474 940,474Other comprehensive

loss:Unrealized losses

on marketablesecurities, net ofreclassificationadjustments (2,743) (2,743)

Foreign currencytranslationadjustments (20,284) (20,284)

F−6

Class A Class X TreasuryCommon Shares Common Shares Shares Accumulated

Additional Retained OtherPreferred No. No. Restricted Paid−In No. Earnings Comprehensive

Shares $ Shares $ Shares Share Units Capital $ Shares (Deficit) Income (Loss) Total

Minimum pensionliabilityadjustment, netof tax (95,697) (95,697)

Other comprehensiveloss (118,724)

Comprehensive income 821,750Income tax benefit on:

Share−basedcompensationplans 75,532 75,532

Costs related toissuance of shares 8,846 8,846

Contract termination 134 134Purchases of Class A

common shares (562) (13,286) (503,088) (21,497) (516,374)Share−based

compensation expense 87,640 701 88,341Purchases/redemptions

of Accenture SCAClass I commonshares and AccentureCanada Holdings Inc.exchangeable shares (2) (44,237) (1,095,155) (1,095,157)

Issuances of Class Acommon sharesrelated to employeeshare programs 11,771 (46,395) 197,967 168,613 8,449 (24,905) 295,280

Transaction fees 3,427 3,427Minority interest 543,329 543,329

Balance as of August 31,2005 $ — $ 13 602,706 $ 7 321,088 $ 365,708 $ 1,365,013 $ (763,682) (32,266) $ 962,339 $ (232,484) $ 1,696,914

Comprehensive income:Net income 973,329 973,329Other comprehensive

income:Unrealized losses

on marketablesecurities, netofreclassificationadjustments (1,260) (1,260)

Foreign currencytranslationadjustments 52,423 52,423

Minimum pensionliabilityadjustment, netof tax 154,827 154,827

Other comprehensiveincome 205,990

Comprehensive income 1,179,319Income tax benefit on:

Share−basedcompensationplans 100,508 100,508

Contract termination 497 497Purchases of Class A

common shares (581) (16,192) (366,481) (15,470) (382,673)Share−based

compensation expense 152,158 112,952 265,110Purchases/redemptions

of Accenture SCAClass I commonshares and AccentureCanada Holdings Inc.exchangeable shares (1) (76,081) (1,704,353) (1,704,354)

Issuances of Class Acommon sharesrelated to employeeshare programs 1 15,441 (49,141) 273,089 260,206 10,745 (47,237) 436,918

Dividends 13,564 (281,537) (267,973)Minority interest 569,989 569,989

Balance as of August 31,2006 $ — $ 14 617,566 $ 6 245,007 $ 482,289 $ 701,006 $ (869,957) (36,991) $1,607,391 $ (26,494) $ 1,894,255

The accompanying Notes are an integral part of these Consolidated Financial Statements.

F−7

ACCENTURE LTDCONSOLIDATED CASH FLOWS STATEMENTSFor the Years Ended August 31, 2006, 2005 and 2004

(In thousands of U.S. dollars)

2006 2005 2004

CASH FLOWS FROM OPERATING ACTIVITIES:Net income $ 973,329 $ 940,474 $ 690,828

Adjustments to reconcile Net income to Net cash provided by operating activities—Depreciation and amortization (including amortization of deferred charges) 320,610 282,073 257,080Reorganization benefits, net (47,966) (89,257) (78,365)Gains on investments, net (2,018) (21,468) (3,397)Losses on disposal of property and equipment, net 1,201 6,254 8,596Losses on impairment of property and equipment 31,337 — —Share−based compensation expense 270,884 88,341 60,486Deferred income taxes, net (223,637) 63,139 92,864Minority interest 459,803 568,431 532,199Other, net (346) 2,104 (121)Change in assets and liabilities, net of acquisitions—

Receivables from clients, net (90,458) (59,460) (182,998)Other current assets 35,755 12,399 (208,802)Unbilled services, current and non−current 400,142 (596,984) (222,428)Other non−current assets (12,655) (24,853) (84,703)Accounts payable 48,157 270,499 (65,486)Deferred revenues 130,504 334,121 275,371Accrued payroll and related benefits 228,688 (60,147) 498,293Income taxes payable (68,961) 115,950 143,229Other accrued liabilities 233,961 29,714 162,675Other non−current liabilities (20,341) 25,751 (119,372)

Net cash provided by operating activities 2,667,989 1,887,081 1,755,949

CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available−for−sale investments 657,629 944,484 421,003Purchases of available−for−sale investments (401,181) (1,019,317) (1,014,998)Proceeds from sales of property and equipment 13,951 6,318 11,026Purchases of property and equipment (306,174) (317,772) (281,986)Purchases of businesses and investments, net of cash acquired (220,985) (188,469) (31,662)Other, net 4,260 — —

Net cash used in investing activities (252,500) (574,756) (896,617)

CASH FLOWS FROM FINANCING ACTIVITIES:Payment of retirement benefits to former pre−incorporation partners (32,671) (38,453) (30,606)Proceeds from issuance of common shares 436,918 298,707 2,741,474Purchases of common shares (2,087,027) (1,625,097) (3,459,934)Proceeds from long−term debt 29,742 6,061 799Repayments of long−term debt (36,056) (9,467) (4,058)Proceeds from short−term borrowings 40,269 61,834 96,851Repayments of short−term borrowings (52,657) (71,043) (115,491)Decrease in restricted cash of Accenture Share Employee Compensation Trust — — 83,280Cash dividends paid (267,973) — —Excess tax benefits from share−based payment arrangements 42,832 — —Other, net (7,844) — —

Net cash used in financing activities (1,934,467) (1,377,458) (687,685)Effect of exchange rate changes on cash and cash equivalents 101,976 (3,835) 49,150

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 582,998 (68,968) 220,797CASH AND CASH EQUIVALENTS, beginning of period 2,483,990 2,552,958 2,332,161

CASH AND CASH EQUIVALENTS, end of period $ 3,066,988 $ 2,483,990 $ 2,552,958

Supplemental cash flow informationInterest paid $ 20,837 $ 23,597 $ 21,970Income taxes paid $ 768,313 $ 573,026 $ 387,450

The accompanying Notes are an integral part of these Consolidated Financial Statements.

F−8

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESDescription of Business Accenture Ltd is one of the world’s leading management consulting, technology services and outsourcing organizations withapproximately 140,000 employees; offices and operations in more than 150 cities in 49 countries; and fiscal 2006 revenues beforereimbursements of $16,646,391. Accenture Ltd operates globally with one common brand and business model designed to enable it to provide clients aroundthe world with the same high level of service. Drawing on a combination of industry expertise, functional capabilities, alliances,global resources and technology, Accenture Ltd delivers competitively priced, high−value services that help clients measurablyimprove business performance. Accenture Ltd’s global delivery model enables it to provide a complete end−to−end deliverycapability by drawing on Accenture Ltd’s global resources to deliver high−quality, cost−effective solutions to clients underdemanding timeframes. In fiscal 2005, Accenture Ltd developed and announced a new, broader career model for its highest−level executives thatrecognizes the diversity of roles and responsibilities demonstrated by these employees. This new career framework replacesinternal use of the “partner” title with the more comprehensive “senior executive” title and applies the “senior executive” title toits highest−level employees, including those employees previously referred to as partners. However, for proper context, AccentureLtd continues to use the term “partner” in these Notes to Consolidated Financial Statements to refer to these persons in certainsituations related to our reorganization and the period prior to our incorporation.Principles of Consolidation The Consolidated Financial Statements include the accounts of Accenture Ltd, a Bermuda company, and its controlledsubsidiary companies (“the Company”). Accenture Ltd’s only business is to hold Class II and Class III common shares in, and toact as the sole general partner of, its subsidiary, Accenture SCA, a Luxembourg partnership limited by shares. The Companyoperates its business through Accenture SCA and subsidiaries of Accenture SCA. Accenture Ltd controls Accenture SCA’smanagement and operations and consolidates Accenture SCA’s results in its financial statements. The shares of Accenture SCA and Accenture Canada Holdings Inc. held by persons other than the Company are treated as aminority interest in the Consolidated Financial Statements. The minority interest percentages were 30% and 35% at August 31,2006 and 2005, respectively. Purchases and/or redemptions of Accenture SCA Class I common shares or Accenture CanadaHoldings Inc. exchangeable shares are accounted for at carryover basis.Revenue Recognition Revenues from contracts for technology integration consulting services where we design/redesign, build and implement newor enhanced systems applications and related processes for our clients are recognized on the percentage−of−completion method inaccordance with American Institute of Certified Public Accountants Statement of Position 81−1, “Accounting for Performance ofConstruction−Type and

F−9

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Certain Production−Type Contracts” (“SOP 81−1”). Percentage−of−completion accounting involves calculating the percentageof services provided during the reporting period compared to the total estimated services to be provided over the duration of thecontract. Estimated revenues for applying the percentage−of−completion method include estimated incentives for whichachievement of defined goals is deemed probable. This method is followed where reasonably dependable estimates of revenuesand costs can be made. Estimates of total contract revenues and costs are continuously monitored during the term of the contract,and recorded revenues and costs are subject to revision as the contract progresses. Such revisions may result in increases ordecreases to revenues and income and are reflected in the Consolidated Financial Statements in the periods in which they are firstidentified. If our estimates indicate that a contract loss will occur, a loss provision is recorded in the period in which the loss firstbecomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated direct andindirect costs of the contract exceed the estimated total revenues that will be generated by the contract and are included in Cost ofservices and classified in Other accrued liabilities in the Consolidated Balance Sheet. Contract loss provisions recorded as ofAugust, 31, 2006 and 2005 are immaterial. Revenues from contracts for non−technology integration consulting services with fees based on time and materials orcost−plus are recognized as the services are performed and amounts are earned in accordance with SEC Staff Accounting Bulletin(“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “RevenueRecognition” (“SAB 104”). We consider amounts to be earned once evidence of an arrangement has been obtained, services aredelivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, our efforts, measured by timeincurred, typically represent the contractual milestones or output measure, which is the contractual earnings pattern. Fornon−technology integration consulting contracts with fixed fees, we recognize revenues as amounts become billable in accordancewith contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned.Contingent or incentive revenues relating to non−technology integration consulting contracts are recognized when thecontingency is satisfied and we conclude the amounts are earned. Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces indifferent countries. In a number of these arrangements, we hire client employees and become responsible for certain clientobligations. Revenues are recognized on outsourcing contracts as amounts become billable in accordance with contract terms,unless the amounts are billed in advance of performance of services in which case revenues are recognized when the services areperformed and amounts are earned in accordance with SAB 101, as amended by SAB 104. Revenues from time−and−materials orcost−plus contracts are recognized as the services are performed. In such contracts, our effort, measured by time incurred,represents the contractual milestones or output measure, which is the contractual earnings pattern. Revenues from unit−pricedcontracts are recognized as transactions are processed based on objective measures of output. Revenues from fixed−pricecontracts are recognized on a straight−line basis, unless revenues are earned and obligations are fulfilled in a different pattern.Outsourcing contracts can also include incentive payments for benefits delivered to clients. Revenues relating to such incentivepayments are recorded when the contingency is satisfied and we conclude the amounts are earned.

F−10

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs relatedto the set−up of processes, personnel and systems, which are deferred during the transition period and expensed evenly over theperiod outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directlyrelated to transition or set−up activities necessary to enable the outsourced services. Deferred amounts are protected in the eventof early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projectedundiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets.Deferred transition costs were $154,131 and $71,102 at August 31, 2006 and 2005, respectively, and are classified in currentUnbilled services on the Consolidated Balance Sheet. Amounts billable to the client for transition or set−up activities are deferredand recognized as revenue evenly over the period outsourcing services are provided. Revenues for contracts with multiple elements are allocated pursuant to Emerging Issues Task Force Issue 00−21,“Accounting for Revenue Arrangements with Multiple Deliverables,” based on the lesser of the element’s relative fair value or theamount that is not contingent on future delivery of another element. If the amount of non−contingent revenues allocated to adelivered element is less than the costs to deliver such services, then such costs are deferred and recognized in future periodswhen the revenues become non−contingent. Fair value is determined based on the prices charged when each element is soldseparately. Revenues are recognized in accordance with our accounting policies for the separate elements, as described above.Elements qualify for separation when the services have value on a stand−alone basis, fair value of the separate elements existsand, in arrangements that include a general right of refund relative to the delivered element, performance of the undeliveredelement is considered probable and substantially in our control. While determining fair value and identifying separate elementsrequire judgment, generally fair value and the separate elements are readily identifiable as we also sell those elementsunaccompanied by other elements. Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized arerecorded as Deferred revenues until revenue recognition criteria are met. Revenues before reimbursements include the margin earned on computer hardware and software, as well as revenues fromalliance agreements. Reimbursements, including those relating to travel and other out−of−pocket expenses, and other similarthird−party costs, such as the cost of hardware and software resales, are included in Revenues, and an equivalent amount ofreimbursable expenses are included in Cost of services.Operating Expenses Selected components of operating expenses were as follows:

Year Ended August 31,

2006 2005 2004

Training costs $ 680,662 $ 546,248 $ 401,266Research and development costs 298,354 243,449 271,943Advertising costs 68,810 65,902 61,932Provision for (release of) doubtful accounts 9,389 (3,849) (641)

F−11

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) Subcontractor costs are included in Cost of services as they are incurred.Translation of Non−U.S. Currency Amounts Assets and liabilities of non−U.S. subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollarsat fiscal year−end exchange rates. Revenue and expense items are translated at average exchange rates prevailing during the fiscalyear. Translation adjustments are included in Accumulated other comprehensive loss. Gains and losses arising from intercompanyforeign currency transactions that are of a long−term investment nature are reported in the same manner as translationadjustments. Foreign currency transaction (losses)/gains are included in Other (expense) income and totaled $(30,778), $(12,473) and$1,033 in fiscal 2006, 2005 and 2004, respectively.Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and liquid investments with original maturities of three months or less,including time deposits and certificates of deposit of $1,292,184 and $928,278 as of August 31, 2006 and 2005, respectively. As aresult of certain subsidiaries’ cash management systems, checks issued but not presented to the banks for payment may createnegative book cash payables. Such negative balances are classified as Short−term bank borrowings.Client Receivables, Client Financing and Allowance for Doubtful Accounts The Company carries its client receivables at their face amounts less an allowance for doubtful accounts. On a periodic basis,the Company evaluates its receivables and establishes an allowance for doubtful accounts based on historical experience and othercurrently available information. In limited circumstances, the Company agrees to extend financing to clients on technologyintegration consulting contracts. The terms vary by contract, but generally payment for services is contractually linked to theachievement of specified performance milestones. Imputed interest is recorded at market rates in Interest income in theConsolidated Income Statement. As of August 31, 2006, total client financing was $262,736, of which $157,654 was included inCurrent unbilled services and $105,082 was included in Non−current unbilled services.Investments All liquid investments with an original maturity greater than 90 days but less than one year are considered to be short−terminvestments. Investments with an original maturity greater than one year are considered to be long−term investments. Marketableshort−term and long−term investments are classified and accounted for as available−for−sale investments. Available−for−saleinvestments are reported at fair value with changes in unrealized gains and losses recorded as a separate component ofAccumulated other comprehensive loss in Shareholders’ equity until realized. Quoted market prices are used to determine the fairvalues of common equity and debt securities that were issued by publicly traded entities. Interest and amortization of premiumsand discounts for debt securities are included in Interest income. Realized gains and losses on securities are determined based onthe FIFO method and are included in Gain on investments, net. The Company does not hold these investments for speculative ortrading purposes. The equity method of accounting is used for

F−12

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)unconsolidated investments in which the Company exercises significant influence. All other investments are accounted for underthe cost method.Foreign Exchange Instruments In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange raterisk. The Company hedges material cash flow exposures when feasible using forward and/or option contracts. These instrumentsare generally short−term in nature, with maturities of less than one year, and are subject to fluctuations in foreign exchange rates.From time to time, the Company enters into forward or option contracts that are of a long−term nature. Credit risk is managedthrough careful selection and ongoing evaluation of the financial institutions utilized as counterparties. Substantially all of theCompany’s financial instruments are recorded at estimated fair value or amounts that approximate fair value. The Company doesnot have any material derivatives designated as hedges as defined by Statement of Financial Accounting Standards (“SFAS”)No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). The changes in fair value ofsubstantially all derivatives are recognized in the Consolidated Income Statements and included in Other (expense) income.Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation of property and equipment iscomputed on a straight−line basis over the following estimated useful lives:

Buildings 20 to 25 yearsComputers, related equipment and software 2 to 7 yearsFurniture and fixtures 5 to 10 yearsLeasehold improvements Lesser of lease term or 15 years

Long−Lived Assets Long−lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carryingamount of an asset or group of assets may not be recoverable. Recoverability of long−lived assets or groups of assets is assessedbased on a comparison of the carrying amount to the estimated future net cash flows. If estimated future undiscounted net cashflows are less than the carrying amount, the asset is considered impaired and expense is recorded at an amount required to reducethe carrying amount to fair value. During the fourth quarter of fiscal 2006, the Company recorded a $31,337 impairment loss onproperty and equipment related to the impact of the National Health Service in England (“NHS”) matter. For informationregarding the NHS matter, see Footnote 15 (Commitments and Contingencies) to these Consolidated Financial Statements.Employee Share−Based Compensation Awards On September 1, 2005, the Company adopted the provisions of SFAS No. 123R, “Share−Based Payment”(“SFAS No. 123R”) to record compensation expense for its employee stock options and share purchase rights. This Statement is arevision of SFAS 123, “Accounting for Stock−Based Compensation” (“SFAS No. 123”), and supersedes Accounting PrinciplesBoard Opinion (“APB”)

F−13

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and its related implementation guidance. Prior to theadoption of SFAS No. 123R, the Company followed the intrinsic value method in accordance with APB No. 25, in accounting forits employee stock options and share purchase rights. For information regarding share−based compensation, see Footnote 11(Share−based Compensation) to these Consolidated Financial Statements.Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principlesrequires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statementsand accompanying disclosures. Although these estimates are based on management’s best knowledge of current events andactions that the Company may undertake in the future, actual results may be different from those estimates.Reclassifications Certain amounts reported in previous years have been reclassified to conform to the fiscal 2006 presentation.Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cashequivalents, foreign exchange instruments and client receivables. The Company places its cash and cash equivalents and foreignexchange instruments with highly−rated financial institutions, limits the amount of credit exposure with any one financialinstitution and conducts ongoing evaluation of the credit worthiness of the financial institutions with which it does business.Client receivables are dispersed across many different industries and countries; therefore, concentrations of credit risk are limited.Newly Issued Accounting Standards In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48, “Accounting forUncertainty in Income Taxes−an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting forincome taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized infinancial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions shouldbe classified in the balance sheet; and provides transition and interim−period guidance, among other provisions. FIN 48 iseffective for fiscal years beginning after December 15, 2006 and, as a result, is effective for us beginning September 1, 2007. TheCompany is currently evaluating the impact of FIN 48 on the Consolidated Financial Statements. In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158,“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87,106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsettingadjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and otherpostretirement benefit plans. SFAS No. 158 requires prospective application, recognition and

F−14

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)disclosure requirements effective for the Company’s fiscal year ending August 31, 2007. Additionally, SFAS No. 158 requirescompanies to measure plan assets and obligations at their year−end balance sheet date. This requirement is effective for theCompany’s fiscal year ending August 31, 2009. The Company is currently evaluating the impact of the adoption of SFAS No. 158and does not expect that it will have a material impact on its Consolidated Financial Statements.

2. EARNINGS PER SHARE Basic and diluted earnings per share are calculated as follows:

Year Ended August 31,

2006 2005 2004

Basic Earnings per shareNet income available for Class A common shareholders $ 973,329 $ 940,474 $ 690,828Basic weighted average Class A common shares 589,099,824 588,505,335 553,298,104

Basic earnings per share $ 1.65 $ 1.60 $ 1.25

Diluted Earnings per shareNet income available for Class A common shareholders $ 973,329 $ 940,474 $ 690,828Minority interest in Accenture SCA and Accenture Canada

Holdings Inc.(1) 447,382 556,485 529,672

Net income for per share calculation $ 1,420,711 $ 1,496,959 $ 1,220,500

Basic weighted average Class A common shares 589,099,824 588,505,335 553,298,104Class A common shares issuable upon redemption/exchange of

minority interest(1) 274,435,250 349,231,576 423,374,821Diluted effect of employee compensation related to Class A

common shares 30,091,794 22,817,960 26,111,476Diluted effect of employee share purchase plan related to Class A

common shares 183,717 298,943 296,827

Weighted average Class A common shares 893,810,585 960,853,814 1,003,081,228

Diluted earnings per share $ 1.59 $ 1.56 $ 1.22

(1) Diluted earnings per share assumes the redemption and exchange of all Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares, respectively,for Accenture Ltd Class A common shares on a one−for−one basis. The income effect does not take into account “Minority interest—other,” since those shares are not redeemable orexchangeable for Accenture Ltd Class A common shares.

For fiscal 2006, 2005 and 2004, zero options, 6,484,295 options and 183,917 options, respectively, were excluded from thecalculation of diluted earnings per share because their exercise prices would render them anti−dilutive.

F−15

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

3. RESTRUCTURING AND REORGANIZATION (BENEFITS) COSTSRestructuring In fiscal 2002, the Company recognized restructuring costs of $110,524 related to a global consolidation of office spaces,consisting of $67,112 to consolidate various locations and $43,412 to abandon the related fixed assets. In fiscal 2004, theCompany recognized restructuring costs of $107,256, primarily in the United States and the United Kingdom, consisting of$89,331 to consolidate various locations and $17,925 to abandon the related fixed assets. The fiscal 2004 restructuring costs wereallocated to the reportable operating segments as follows: $26,952 to Communications & High Tech; $23,579 to FinancialServices; $15,774 to Government; $23,491 to Products; and $17,460 to Resources. The Company’s restructuring activity was as follows:

Year Ended August 31,

2006 2005

Restructuring liability balance, beginning of period $ 69,919 $ 102,761Payments made (20,884) (29,582)Other(1) 4,474 (3,260)

Restructuring liability, end of period $ 53,509 $ 69,919

(1) Other represents imputed interest, immaterial changes in lease estimates and foreign currency translation.

As of August 31, 2006, restructuring liabilities were $53,509, of which $15,996 was included in Other accrued liabilities and$37,513 was included in Other non−current liabilities in our Consolidated Balance Sheet. The recorded liabilities represent the netpresent value of the estimated remaining obligations related to existing operating leases.Reorganization In fiscal 2001, the Company accrued reorganization liabilities in connection with its transition to a corporate structure. Theseliabilities included certain non−income tax liabilities, such as stamp taxes, as well as liabilities for certain individual income taxexposures related to the transfer of interests in certain entities to the Company as part of the reorganization. These primarilyrepresent unusual and disproportionate individual income tax exposures assumed by certain, but not all, of our shareholders andpartners in certain tax jurisdictions specifically related to the transfer of their partnership interests in certain entities to theCompany as part of the reorganization. The Company has identified certain shareholders and partners who may incur suchunusual and disproportionate financial damage in certain jurisdictions. These include shareholders and partners that were subjectto tax in their jurisdiction on items of income arising from the reorganization transaction that were not taxable for most othershareholders and partners. In addition, certain other shareholders and partners were subject to a different rate or amount of taxthan other shareholders or partners in the same jurisdiction. If additional taxes are assessed on these shareholders or partners inconnection with these transfers, we intend to make payments to reimburse the costs associated with the assessment either to theshareholder or partner, or to the taxing authority. Accenture has recorded reorganization

F−16

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)expense and the related liability where such liabilities are probable. Interest accruals are made to cover reimbursement of intereston such tax assessments. The Company’s reorganization activity was as follows:

Year Ended August 31,

2006 2005 2004

Reorganization liability balance, beginning of period $ 381,440 $ 454,042 $ 510,149Final determinations(1) (72,362) (115,444) (80,112)Changes in estimates — — (25,547)

Benefit recorded (72,362) (115,444) (105,659)Interest expense accrued 24,396 26,187 27,294Payments — — —

Benefits, net of accrued interest and payments (47,966) (89,257) (78,365)Foreign currency translation 17,390 16,655 22,258

Reorganization liability, end of period $ 350,864 $ 381,440 $ 454,042

(1) Includes final agreements with tax authorities and expirations of statutes of limitations.

As of August 31, 2006, reorganization liabilities of $267,142 were included in Other accrued liabilities because expirations ofstatutes of limitations could occur within 12 months and reorganization liabilities of $83,722 were included in Other non−currentliabilities in our Consolidated Balance Sheet. The Company anticipates that reorganization liabilities will be substantiallydiminished by the end of fiscal 2008 because the final statutes of limitations will have expired in a number of tax jurisdictions bythe end of that year. However, tax audits or litigation may delay final settlements. Final settlement will result in a payment on afinal settlement and/or recording a reorganization benefit or cost in the Company’s Consolidated Income Statement.4. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of Accumulated other comprehensive loss were as follows:

August 31,

2006 2005

Unrealized losses on marketable securities, net of reclassification adjustments $ (3,479) $ (2,219)Foreign currency translation adjustments 9,387 (43,036)Minimum pension liability adjustment, net of tax of $22,863 and $125,057, respectively (32,402) (187,229)

Accumulated other comprehensive loss $ (26,494) $ (232,484)

F−17

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

5. PROPERTY AND EQUIPMENT The components of Property and equipment, net were as follows:

August 31,

2006 2005

Buildings and land $ 3,870 $ 3,272Computers, related equipment and software 1,245,334 1,218,029Furniture and fixtures 308,192 281,624Leasehold improvements 530,274 459,443

Property and equipment, gross 2,087,670 1,962,368Total accumulated depreciation (1,359,978) (1,268,658)

Property and equipment, net $ 727,692 $ 693,710

6. BUSINESS COMBINATIONS AND GOODWILL On June 15, 2005, the Company acquired the net assets of Capgemini’s North American Health practice for $175,000 in cashand incurred $3,525 in expenses that have been accounted for as part of the purchase price. As a result of the acquisition, morethan 500 Capgemini professionals joined the Company’s Products operating group in North America. The business acquired bythe Company provided hospitals, insurance companies and government entities with systems integration and consulting servicesrelated to the delivery of and payment for healthcare services. The primary assets acquired include professional staff, intellectualproperty regarding processes and numerous client contracts that generally lasted less than one year. The Company recorded$144,986 of goodwill, all of which was allocated to the Products reportable segment, and intangible assets of $25,600. Theintangible assets are being amortized over one to five years. The pro forma effects on the Company’s operations are not material.Also in fiscal 2005, the Company recorded additional goodwill of $14,561 related to its acquisitions of Accenture HR Servicesand $8,837 from other immaterial acquisitions during the year. During fiscal 2006, the Company recorded additional goodwill of $163,278, related to seven individually immaterialacquisitions. These additions were offset by $29,771 in net goodwill adjustments, primarily resulting from the reversal ofvaluation allowances related to pre−acquisition tax attributes recorded under purchase accounting for previous acquisitions. Thetotal consideration for fiscal 2006 acquisitions was $209,267. The businesses acquired by the Company in fiscal 2006 providevarious technology consulting, advisory and outsourcing services. In connection with these acquisitions, the Company alsorecorded intangible assets of $49,189 which are being amortized over one to seven years. The pro forma effects of the fiscal 2006acquisitions on the Company’s operations are not material.

F−18

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) All of the Company’s goodwill relates to acquisitions subsequent to July 2001 and as such has been accounted for under theprovisions of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) which does not permit amortization ofgoodwill. The Company follows the impairment provisions and disclosure requirements of SFAS No. 142. As such, the Companyperformed impairment tests of goodwill as of May 31, 2006 and 2005 and determined that goodwill was not impaired. Thechanges in the carrying amount of goodwill by reportable segment are as follows:

Foreign ForeignBalance at Currency Balance at Currency Balance atAugust 31, Additions/ Translation August 31, Additions/ Translation August 31,

2004 Adjustments Adjustments 2005 Adjustments Adjustments 2006

Communications & High Tech $ 70,949 $ 3,889 $ (1,752) $ 73,086 $ 5,128 $ 4,525 $ 82,739Financial Services 43,668 8,800 (899) 51,569 69,650 2,373 123,592Government 23,242 2,083 (392) 24,933 6,568 1,752 33,253Products 46,402 151,276 (741) 196,937 56,111 5,342 258,390Resources 30,221 2,336 (594) 31,963 (3,950) 1,661 29,674

Total $ 214,482 $ 168,384 $ (4,378) $ 378,488 $ 133,507 $ 15,653 $ 527,648

F−19

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

7. INVESTMENTS AND FINANCIAL INSTRUMENTS The components of the Company’s investments were as follows:

Amortized Unrealized Unrealized EstimatedCost Gains Losses Fair Value

August 31, 2006Available−for−sale debt securities

Asset−backed securities $ 24,759 $ — $ (536) $ 24,223Certificates of deposit and time deposits 50,105 6 — 50,111Corporate debt securities 331,979 79 (1,551) 330,507Foreign government securities 3,803 1 (125) 3,679U.S. Treasury securities 67,455 — (1,592) 65,863

Total available−for−sale debt securities 478,101 86 (3,804) 474,383Available−for−sale equity securities 2,018 297 (58) 2,257

Total available−for−sale securities 480,119 383 (3,862) 476,640Other 1,430 — — 1,430

Total investments at August 31, 2006 $ 481,549 $ 383 $ (3,862) $ 478,070

August 31, 2005Available−for−sale debt securities

Asset−backed securities $ 28,568 $ 20 $ (616) $ 27,972Certificates of deposit and time deposits 46,000 1 — 46,001Corporate debt securities 537,660 313 (1,153) 536,820Foreign government securities 3,356 52 (10) 3,398U.S. Treasury securities 99,204 — (906) 98,298

Total available−for−sale debt securities 714,788 386 (2,685) 712,489Available−for−sale equity securities 11,482 161 (81) 11,562

Total available−for−sale securities 726,270 547 (2,766) 724,051Other 2,282 — — 2,282

Total investments at August 31, 2005 $ 728,552 $ 547 $ (2,766) $ 726,333

F−20

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The amortized cost and estimated fair value of available−for−sale investments in debt securities, by contractual maturity, wereas follows:

August 31, 2006

Amortized EstimatedCost Fair Value

Due in 1 year or less $ 353,565 $ 352,891Due in 1−2 years 43,370 42,450Due in 2−3 years 53,877 52,375Due in 3−4 years 8,683 8,434Due in 4−5 years 13,364 13,106Due after 5 years 5,242 5,127

Total available−for−sale debt securities $ 478,101 $ 474,383

Proceeds from maturities of available−for−sale investments were $504,265 for the year ended August 31, 2006.

August 31,

2006 2005 2004

Available−for−sale investmentsProceeds from sale $ 153,364 $ 43,452 $ 421,003Gross realized gains 3,347 26,291 9,357Gross realized losses 305 3,956 8,382

Equity Method Investments As a result of a negative basis difference arising from the formation of a joint venture accounted for at carryover basis in fiscal2003, the underlying equity in net assets of the joint venture exceeded the Company’s carrying value. The negative basisdifference was amortized over three years on a straight−line basis and became fully amortized in fiscal 2005. Amortization of thenegative basis differences of $5,552 and $27,016 was reflected in the accompanying Consolidated Income Statements in fiscal2005 and 2004, respectively.Foreign Exchange Instruments Market quoted exchange rates are used to determine the fair value of foreign exchange instruments. The notional values andfair values of such instruments were as follows:

August 31,

2006 2005

Notional Fair Notional FairValue Value Value Value

Foreign currency forward exchange contracts:To sell $ 176,486 $ (4,740) $ 287,794 $ (527)To buy 471,280 (2,908) 372,204 (172)

F−21

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

8. BORROWINGS AND INDEBTEDNESS At August 31, 2006, the Company had the following borrowing facilities:

Facility Amount

Syndicated loan facility(1) $ 1,200,000Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities(2) 350,000Local guaranteed and non−guaranteed lines of credit(3) 136,000

Total $ 1,686,000

(1) On July 31, 2006, we replaced our $1,500,000 syndicated loan facility maturing on June 18, 2009 with a $1,200,000 syndicated loan facility maturing on July 31, 2011. This newfacility provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance of letters of credit. Financing is provided under this facility atthe prime rate or at the London Interbank Offered Rate plus a spread. This facility requires us to: (1) limit liens placed on our assets to (a) liens incurred in the ordinary course ofbusiness (subject to certain qualifications) and (b) other liens securing obligations not to exceed 30% of the Company’s consolidated assets; and (2) maintain a debt−to−cash−flow rationot exceeding 1.75 to 1.00. We continue to be in compliance with these terms. As of August 31, 2006, we had no borrowings under the facility. The facility is subject to annualcommitment fees.

(2) We maintain three separate bilateral, uncommitted and unsecured multicurrency revolving credit facilities. These facilities provide local currency financing for the majority of ouroperations. Interest rate terms on the bilateral revolving facilities are at market rates prevailing in the relevant local markets. Effective August 31, 2006, we amended two of thebilateral credit facilities, which increased total capacity by $100,000 to $350,000. As of August 31, 2006 and 2005, we had $2,218 and $4,401, respectively, of borrowings under thesefacilities. The weighted average interest rate on borrowings under these multicurrency credit facilities and lines of credit, based on the average annual balances, was approximately 5%in fiscal 2006 and 7% in fiscal 2005 and 2004.

(3) We also maintain local guaranteed and non−guaranteed lines of credit for those locations that cannot access our global facilities. At August 31, 2006, we had no borrowings under thesevarious facilities.

Under the borrowing facilities described above, the Company had an aggregate of $153,318 and $186,147 of letters of creditoutstanding at August 31, 2006 and 2005, respectively. In addition, the Company had zero and $9,280 of other short−termborrowings at August 31, 2006 and 2005, respectively. The Company also had total outstanding debt of $49,639 and $61,507 asof August 31, 2006 and 2005, respectively, which was primarily incurred in conjunction with the purchase of Accenture HRServices.

F−22

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

9. INCOME TAXES The components of the Provision for income taxes were as follows:

Year Ended August 31,

2006 2005 2004

Current taxes:U.S. Federal $ 293,733 $ 138,457 $ 135,510U.S. state and local 41,961 19,779 19,359Non−U.S. 375,376 478,049 318,800

Total current tax expense 711,070 636,285 473,669

Deferred taxes:U.S. Federal (179,505) 55,344 52,399U.S. state and local (25,643) 7,906 7,486Non−U.S. (15,387) (2,438) 41,989

Total deferred tax (benefit) expense (220,535) 60,812 101,874

Total $ 490,535 $ 697,097 $ 575,543

Deferred income tax (benefit) expense related to the additional minimum pension liability was $102,863 and $(63,703) infiscal 2006 and 2005, respectively, and was recorded in Accumulated other comprehensive loss in the Consolidated BalanceSheets. The components of Income before income taxes were as follows:

Year Ended August 31,

2006 2005 2004

U.S. sources $ 648,283 $ 682,030 $ 503,257Non−U.S. sources 1,275,384 1,523,972 1,295,313

Total $ 1,923,667 $ 2,206,002 $ 1,798,570

F−23

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The reconciliation of the U.S. Federal statutory income tax rate to the Company’s effective income tax rate was as follows:

Year Ended August 31,

2006 2005 2004

U.S. Federal statutory income tax rate 35.0% 35.0% 35.0%U.S. state and local taxes, net 1.7 1.6 1.4Reorganization benefits (0.9) (1.4) (1.5)Other final determinations(1) (10.8) (6.4) (2.2)Deferred tax revaluation(2) (3.8) — —Non−U.S. operations 0.5 (0.4) (1.4)Other 3.8 3.2 0.7

Effective income tax rate 25.5% 31.6% 32.0%

(1) Final determinations include final agreements with tax authorities and expirations of statutes of limitations.

(2) Related to updated estimates of the probable future benefit of certain deferred tax assets.

The components of the Company’s deferred tax assets and liabilities included the following:

Year Ended August 31,

2006 2005

Deferred tax assets:Pensions $ 77,845 $ 161,197Revenue recognition 43,747 55,235Compensation and benefits 165,180 121,060Share−based compensation 161,220 26,778Tax credit carryforwards 13,937 11,449Net operating loss carryforwards 271,458 220,373Depreciation and amortization 144,023 119,322Other 48,513 72,944

925,923 788,358Valuation allowance (198,654) (270,630)

Total deferred tax assets 727,269 517,728

Deferred tax liabilities:Revenue recognition (71,319) (46,740)Depreciation and amortization (58,660) (58,479)Investments (51,375) (23,357)Other (32,734) (24,963)

Total deferred tax liabilities (214,088) (153,539)

Net deferred tax assets $ 513,181 $ 364,189

F−24

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The Company recorded valuation allowances of $198,654 and $270,630 as of August 31, 2006 and 2005, respectively, againstdeferred tax assets associated with capital losses on certain investments and certain tax net operating loss and tax creditcarryforwards, as the Company believes it is more likely than not that these assets will not be realized. As of August 31, 2006 and2005, $20,736 and $50,280, respectively, of the valuation allowances related to pre−acquisition tax attributes recorded underpurchase accounting, the reversal of which in future years will be allocated first to reduce goodwill and then to reduce othernon−current intangible assets of the acquired entity. In addition, $2,043 and $7,275 of the valuation allowances as of August 31,2006 and 2005, respectively, related to tax attributes, the reversal of which in future years will be allocated to Additional paid−incapital and Retained earnings. The Company had net operating loss carryforwards as of August 31, 2006 of $883,155. Of this amount, $281,320 expires atvarious dates through 2023 and $601,835 has an indefinite carryforward period. The Company had tax credit carryforwards as ofAugust 31, 2006 of $13,937, of which $12,967 will expire at various dates through 2026 and $970 has an indefinite carryforwardperiod. As of August 31, 2006, the Company had not recognized a deferred tax liability on $961,279 of undistributed earnings forcertain subsidiaries, because these earnings are intended to be permanently reinvested. If such earnings were distributed, somecountries may impose withholding taxes. It is not practicable to determine the amount of the related unrecognized deferred incometax liability. On October 22, 2004, the American Jobs Creation Act (“AJCA”) became law. The AJCA includes a deduction of 85 percentof certain foreign earnings that are repatriated, as defined in the AJCA. Our affiliate Avanade Inc. (“Avanade”) can elect to applythis provision to qualifying earnings repatriations in its tax year ending September 30, 2006. Avanade has elected under thisprovision to repatriate $20,800 in September 2006. The tax expected to be paid on the repatriated earnings is $180. A portion of the Company’s operations are subject to a reduced tax rate or are free of tax under various tax holidays whichexpire during fiscal 2009 and 2010. The income tax benefits attributable to the tax status of these subsidiaries were estimated to beapproximately $20,000, $17,000 and $11,000 in fiscal 2006, 2005 and 2004, respectively. During fiscal 2006, the Internal Revenue Service commenced an examination of the Company’s federal income tax return forfiscal 2003. We expect this audit to be completed by the end of fiscal 2007. We are also under examination by numerous state andnon−US tax authorities. Although the outcome of tax audits is always uncertain and could result in significant cash tax payments,we do not believe the outcome of these audits will have a material adverse effect on our consolidated financial position or resultsof operations. If the Company or one of its non−U.S. subsidiaries were classified as a foreign personal holding company, the Company’sU.S. shareholders would be required to include in income, as a dividend, their pro rata share of the Company’s (or the Company’srelevant non−U.S. subsidiary’s) undistributed foreign personal holding company income. Because of the application of complex U.S. tax rules regarding attribution of ownership, Accenture Ltd met the definition of aforeign personal holding company in a portion of fiscal 2004,

F−25

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)and certain non−U.S. subsidiaries met the definition in fiscal 2005 and 2004. However, there is no foreign personal holdingcompany income that the Company’s U.S. shareholders are required to include in income for such years. In the event that the Company has net foreign personal holding company income, the Company may distribute a dividend toshareholders to avoid having taxable income imputed under these rules. Under certain circumstances, such a distribution couldcreate additional income tax costs to the Company. Since the Company did not have any foreign personal holding companyincome in fiscal 2005 and 2004, no such taxes have been provided. U.S. tax law repealed the foreign personal holding company provisions, effective for all tax years after fiscal 2005.

10. RETIREMENT AND PROFIT SHARING PLANSDefined Benefit Pension and Postretirement Benefits In the United States and certain other countries, the Company maintains and administers defined benefit retirement plans andpostretirement medical plans for certain current, retired and resigned employees. The majority of the plans are non−contributory.Benefits under the employee retirement plans are primarily based on years of service and compensation during the yearsimmediately preceding retirement or termination of participation in the plan. The Company utilizes actuarial methods required bySFAS No. 87, “Employers’ Accounting for Pensions” (“SFAS No. 87”), and SFAS No. 106, “Employers’ Accounting forPostretirement Benefits Other Than Pensions” (“SFAS No. 106”), to account for pension and postretirement benefit plans,respectively. In addition, certain postemployment benefits, including severance benefits, disability−related benefits and continuation ofbenefits, such as healthcare benefits and life insurance coverage, are provided to former or inactive employees after employmentbut before retirement. These costs are substantially provided for on an accrual basis. The Company uses a June 30 or August 31 measurement date for its U.S. and non−U.S. benefit plans.

F−26

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The components of net periodic pension and postretirement expense were as follows:

Pension Benefits

Year Ended August 31,

2006 2005 2004

Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Components of pension expenseService cost $ 64,410 $ 51,496 $ 49,518 $ 45,054 $ 45,247 $ 34,802Interest cost 49,923 20,865 42,760 18,037 36,262 12,799Expected return on plan assets (52,318) (19,833) (42,892) (15,305) (24,735) (9,932)Amortization of transitional

obligation — — — — — (213)Amortization of loss/(gain) 31,140 1,962 13,675 (1,023) 20,673 782Amortization of prior service cost 1,149 709 1,291 1,579 2,472 90Curtailment loss recognized — 183 — 243 — —Special termination benefits charge — 1,582 — 1,299 — 3,643

Total $ 94,304 $ 56,964 $ 64,352 $ 49,884 $ 79,919 $ 41,971

Postretirement Benefits

Year Ended August 31,

2006 2005 2004

Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Components of postretirement expenseService cost $ 10,102 $ 2,061 $ 7,091 $ 1,646 $ 7,263 $ 1,677Interest cost 6,150 1,766 5,534 1,776 5,167 1,561Expected return on plan assets (1,419) — (1,335) — (1,424) —Amortization of transitional obligation 79 — 79 — 79 204Amortization of loss 2,518 198 1,493 94 2,401 74Amortization of prior service cost (801) (281) (801) (161) (801) —Curtailment loss recognized — (472) — (222) — —

Total $ 16,629 $ 3,272 $ 12,061 $ 3,133 $ 12,685 $ 3,516

F−27

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The weighted−average assumptions used to determine the net periodic pension and postretirement expense are as follows:

Pension Benefits

Year Ended August 31,

2006 2005 2004

Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Discount rate 5.25% 4.28% 6.25% 4.93% 6.00% 4.85%Expected rate of return on plan assets 7.50 5.57 7.50 5.19 8.00 5.66Rate of increase in future compensation 4.50 3.27 4.50 3.16 4.50 3.10

Postretirement Benefits

Year Ended August 31,

2006 2005 2004

Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Discount rate 5.25% 5.50% 6.25% 6.75% 6.00% 6.50%Expected rate of return on plan assets 7.50/3.50 N/A 7.50/3.50 N/A 8.00/5.00 N/ARate of increase in future compensation N/A 3.50 N/A 4.50 N/A 4.00

The weighted−average assumptions used to determine the fiscal year−end benefit obligations are as follows:

Pension Benefits Postretirement Benefits

Year Ended August 31, Year Ended August 31,

2006 2005 2006 2005

Non−U.S. Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Discount rate 6.50% 4.68% 5.25% 4.28% 6.50% 6.00% 5.25% 5.50%Rate of increase in

futurecompensation 4.50 3.45 4.50 3.27 N/A 2.90 N/A 3.50

Our methodology for selecting the discount rate for our U.S. Plans was to match the plans’ cash flows to that of a yield curvethat provides the equivalent yields on zero−coupon corporate bonds for each maturity. The discount rate assumption for ourNon−U.S. Plans reflects the market rate for high−quality, fixed−income debt instruments. Both discount rate assumptions arebased on the expected duration of the benefit payments for each of the Company’s pension plans as of the annual measurementdate and is subject to change each year. The expected long−term rate of return on plan assets should, over time, approximate theactual long−term returns on pension and other postretirement plan assets. The expected return on plan assets assumption is basedon historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the assetportfolio.

F−28

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The changes in the benefit obligation, plan assets and the funded status of the benefit plans are as follows:

Pension Benefits Postretirement Benefits

Year Ended August 31, Year Ended August 31,

2006 2005 2006 2005

Non−U.S. Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Changes in benefit obligationBenefit obligation, beginning of year $ 957,547 $ 511,585 $ 692,028 $ 335,819 $ 118,336 $ 31,411 $ 89,476 $ 25,054Service cost 64,410 51,496 49,518 45,054 10,102 2,061 7,091 1,646Interest cost 49,923 20,865 42,760 18,037 6,150 1,766 5,534 1,776Amendments — (11,794) — 1,365 — (5,687) — (3,858)Termination benefits — 1,582 — 1,299 — — — —Participant contributions — 6,544 — 6,366 — — — —Acquisitions/divestitures/transfers — 39,325 — 75,024 — — — —Curtailments — (1,300) — (540) — (2,136) — (263)Actuarial loss(gain) (215,857) (3,317) 189,769 73,364 (37,868) (3,478) 19,555 4,160Benefits paid (15,752) (28,676) (16,528) (39,369) (1,782) (250) (3,320) (130)Exchange rate loss — 29,968 — 2,212 — 2,075 — 3,026Settlements — — — (7,046) — — — —

Benefit obligation, end of year $ 840,271 $ 616,278 $ 957,547 $ 511,585 $ 94,938 $ 25,762 $ 118,336 $ 31,411

Changes in plan assetsFair value of plan assets, beginning of

year $ 701,343 $ 344,088 $ 470,792 $ 243,424 $ 25,643 $ — $ 24,585 $ —Actual return on plan assets 81,086 23,998 63,227 24,998 1,839 — 1,647 —Acquisitions/divestitures/transfers 2,733 28,550 — 70,004 — — — —Employer contributions 32,234 60,414 183,852 40,780 877 250 180 130Participant contributions — 6,544 — 6,366 — — 2,551 —Benefits paid (15,752) (28,676) (16,528) (39,369) (1,782) (250) (3,320) (130)Exchange rate gain — 23,573 — 4,931 — — — —Settlements — — — (7,046) — — — —

Fair value of plan assets, end of year $ 801,644 $ 458,491 $ 701,343 $ 344,088 $ 26,577 $ — $ 25,643 $ —

Reconciliation of funded statusFunded status $ (38,627) $ (157,787) $ (256,204) $ (167,497) $ (68,361) $ (25,762) $ (92,693) $ (31,411)Unrecognized transitional obligation — — — — 519 — 598 —Unrecognized loss 59,117 63,918 337,615 71,192 2,132 1,683 43,141 7,187Unrecognized prior service cost 2,739 (7,913) 3,888 5,215 (7,306) (9,268) (8,107) (3,838)Contribution made after measurement

date — 1,985 — 1,499 — 44 (112) 24

Net amount recognized at year−end $ 23,229 $ (99,797) $ 85,299 $ (89,591) $ (73,016) $ (33,303) $ (57,173) $ (28,038)

Amounts recognized in theConsolidated Balance Sheets consistof:

Prepaid benefit cost $ 110,377 $ 11,175 $ 10,274 $ 10,441 $ — $ — $ — $ —Accrued benefit liability (122,350) (131,035) (205,404) (135,238) (73,016) (33,303) (57,173) (28,038)Intangible asset — — 3,339 10 — — — —Accumulated other comprehensive loss 35,202 20,063 277,090 35,196 — — — —

Net amount recognized at year−end $ 23,229 $ (99,797) $ 85,299 $ (89,591) $ (73,016) $ (33,303) $ (57,173) $ (28,038)

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Funded Status for Defined Benefit Plans Generally, annual contributions are made at such times and in amounts as required by law and may, from time to time, exceedminimum funding requirements. Our U.S. pension plans include plans covering certain U.S. employees and former employees, as well as a Basic RetirementPlan for former pre−incorporation partners, which was frozen in 2001. The Company made discretionary contributions of $25,000and $50,000 to its U.S. employees’ pension plans in fiscal 2006 and 2005, respectively. Basic retirement benefits of $7,234 and$8,852 were paid in fiscal 2006 and 2005, respectively. There were contributions of $60,900 and $41,565 for thenon−U.S. pension plans in fiscal 2006 and 2005, respectively. SFAS No. 87 requires recognition of a minimum pension liability if the fair value of pension assets is less than theaccumulated benefit obligation. In fiscal 2006, the charge decreased by $154,827, representing an adjustment to decrease thepension liability by $257,663, net of a tax benefit of $102,863. In fiscal 2005, the charge increased by $95,697, representing anadjustment to increase the pension liability by $159,400, net of a tax expense of $63,703. These adjustments were included inAccumulated other comprehensive loss in the Shareholders’ equity section of the Consolidated Balance Sheet. The accumulated benefit obligation for all U.S. and non−U.S. defined benefit pension plans as of August 31, 2006 and 2005was as follows:

August 31,

2006 2005

Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans

Accumulated benefit obligation $ 790,288 $ 518,723 $ 903,306 $ 434,596

The following information is provided for defined benefit pension plans with projected benefit obligations in excess of planassets and for plans with accumulated benefit obligations in excess of plan assets:

2006 2005

Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans

Projected benefit obligation in excess of plan assets:Projected benefit obligation $ 122,350 $ 446,652 $ 911,808 $ 434,117Fair value of plan assets — 271,545 654,948 256,790Accumulated benefit obligation in excess of plan assets:Accumulated benefit obligation $ 122,350 $ 186,122 $ 860,352 $ 321,681Fair value of plan assets — 75,324 654,948 200,533

Investment Strategies

U.S. Pension Plans The overall investment objective of the plans is to provide growth in the assets of the plans to help fund future benefitobligations while managing risk in order to meet current benefit obligations. The plans’ future prospects, their current financialconditions, the Company’s current funding levels

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)and other relevant factors suggest that the plans can tolerate some interim fluctuations in market value and rates of returns in orderto achieve long−term objectives without undue risk to the plans’ ability to meet their current benefit obligations. The Company’s investment committee recognizes that asset allocation of the pension plans’ assets is an important factor indetermining long−term performance. Actual asset allocations at any point in time may vary from the specified targets below andwill be dictated by current and anticipated market conditions, required cash flows, and investment decisions of the investmentcommittee and the pension plans’ investment funds and managers. Ranges are established to provide flexibility for the assetallocation to vary around the targets without the need for immediate rebalancing.

Non−U.S. Pension Plans Our plan assets in non−U.S. pension plans conform to the investment policies and procedures of each plan and to relevantlegislation. The pension committee or trustee of each plan regularly, but at least annually, reviews the investment policy and theperformance of the investment managers. In certain countries, the trustee is also required to consult with the Company. Generally,the investment return objective of each plan is to achieve a total annualized rate of return that exceeds inflation over the long termby an amount based on the target asset mix of that plan. In certain countries, plan assets are invested in funds that are required tohold a majority of assets in bonds, with a smaller proportion in equities. Also, certain plan assets are entirely invested in contractsheld with the plan insurer, who determines the investment strategy. Pension plans in certain countries are unfunded.

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Plan Assets The following table shows the Company’s target allocation for fiscal 2007 and weighted−average asset allocations as ofAugust 31, 2006 and 2005 by asset category, for its pension and postretirement benefit plans:

Pension Plans

Plan Assets at August 31,

2007 TargetAllocation 2006 2005

Non−U.S. Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans U.S. Plans Plans

Asset CategoryEquity securities 79% 35−45% 79% 44% 76% 30%Debt securities 21 35−45 21 39 20 32Cash and short−term investments — 0−5 — 2 — 19Insurance contracts — 0−5 — 13 — 13Other — 10−15 — 2 4 6

Total 100% n/m 100% 100% 100% 100%

n/m = not meaningful

U.S. Postretirement Plan(1)

Plan Assets atAugust 31,

2007 TargetAllocation 2006 2005

Asset CategoryEquity securities 39% 37% 35%Debt securities 21 20 19Cash and short−term investments 40 43 46

Total 100% 100% 100%

(1) The non−U.S. plans are unfunded and thus the table only relates to the U.S. Plans.

Expected Contributions In fiscal 2007, the Company expects to pay approximately $8,050 of benefit payments, as part of its Basic Retirement Plan,and expects to contribute $44,781 to its non−U.S. pension plans. Cash funding for retiree medical plans in fiscal 2007 is estimatedto be approximately $1,805. In fiscal 2007, no contribution will be required for U.S. employees’ pension plans. The Company hasnot determined whether it will make additional voluntary contributions for employee pension plans.

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Estimated Future Benefit Payments Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:

Pension Benefits Postretirement Benefits

Non−U.S. Non−U.S.U.S. Plans Plans U.S. Plans Plans

2007 $ 16,780 $ 13,584 $ 2,758 $ 3302008 18,630 13,837 3,260 4222009 20,879 14,793 3,785 4902010 23,603 15,961 4,287 5692011 26,497 17,622 4,923 6682012−2016 182,665 114,059 30,420 5,393

Assumed Health Care Cost Trend Our U.S. Postretirement Benefits annual rate increases in the per capita cost of health care benefits of 9.5% (under age 65) and10.0% (over age 65) were assumed for the plan year ending June 30, 2007. The rate is assumed to decrease on a straight−linebasis to 5% for the plan year ending June 30, 2011 and remain at that level thereafter. A one percentage point change in theassumed health care cost trend rates would have the following effects:

One Percentage Point One Percentage PointIncrease Decrease

2006 2005 2006 2005

Effect on total of service and interest cost components $ 3,119 $ 2,527 $ (2,415) $ (2,056)Effect on year−end postretirement benefit obligation 11,526 22,362 (9,560) (17,375)

Basic Retirement Benefits Obligations relating to basic retirement benefits for former pre−incorporation partners under the Basic Retirement Plan areincluded in the U.S. pension plans discussed above. This plan was eliminated for active partners after May 15, 2001, in connectionwith the transition to a corporate structure. All qualifying partners or their qualifying surviving spouses will receive basicretirement benefits for life. The amount of annual benefit payments is adjusted for cost−of−living adjustments at the beginning ofeach calendar year. The plan is unfunded and its projected benefit obligations were $122,350 and $138,165 as of August 31, 2006and 2005, respectively.Early Retirement Benefits Obligations related to pre−May 15, 2001 partner early retirement benefits are not included in pension benefits disclosedabove. For periods ended on or prior to May 15, 2001, partners retiring after age 56 and prior to age 62 received early retirementbenefits based on two years’ earnings on a straight−line declining basis that resulted in no payout to partners retiring at age 62.Retired partners could elect to receive benefits in the form of a lump−sum payment or 10−year installment payments. Partnerselecting installment payments accrue interest based on a U.S. Treasury bond index. This

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)plan was eliminated for active partners after May 15, 2001, in connection with the Company’s transition to a corporate structure inMay 2001. Early retirement benefits of $37,939, $46,421 and $37,958 were paid to retired partners in fiscal 2006, 2005 and 2004,respectively. As of August 31, 2006, the remaining amounts due for early retirement benefits were $105,182, of which $36,641was included in Other accrued liabilities and $68,541 was included in Retirement obligation in our Consolidated Balance Sheet.These amounts are being paid out through 2011. As of August 31, 2005, the remaining amounts due for early retirement benefitswere $139,392, of which $37,948 was included in Other accrued liabilities and $101,444 was included in Retirement obligation inour Consolidated Balance Sheet.Defined Contribution Plans As of January 1, 2004, the Company established a trusteed employer 401(k) match plan, the Accenture U.S. 401(k) Match andSavings Plan, in the United States. The total costs of the 401(k) match plan were $48,086, $44,172 and $30,762 in fiscal 2006,2005 and 2004, respectively. In the United States, the Company maintains and administers a trusteed profit sharing plan, the Accenture U.S. DiscretionaryProfit Sharing Plan. The annual discretionary profit sharing contribution is determined by management after the end of the fiscalyear. The liability recorded as of August 31, 2006 and 2005 for profit sharing was $52,691 and $49,702, respectively. We expectto pay the liability recorded as of August 31, 2006 in the first quarter of fiscal 2007. The total costs of the profit sharing plan were$52,691, $49,702, and $44,961 in fiscal 2006, 2005 and 2004, respectively. In the United Kingdom, the Company also maintains and administers a defined contribution plan, the Accenture RetirementSavings Plan. The Company provides matching contributions up to certain amounts based upon the age of the eligible employee.The total costs of the plan were $50,225, $46,045 and $37,636 in fiscal 2006, 2005 and 2004, respectively.

11. SHARE−BASED COMPENSATION In December 2004, the FASB issued SFAS No. 123R which is a revision of SFAS No. 123, and supersedes APB No. 25, andits related implementation guidance. On September 1, 2005, the Company adopted the provisions of SFAS No. 123R using themodified prospective method. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtainsemployee services in share−based payment transactions. SFAS No. 123R requires entities to recognize compensation expense forawards of equity instruments to employees based on the grant−date fair value of those awards (with limited exceptions).SFAS No. 123R also requires the benefits of tax deductions in excess of compensation expense to be reported as a financing cashflow, rather than as an operating cash flow as prescribed under the prior accounting rules. This requirement reduces net operatingcash flows and increases net financing cash flows in periods after adoption. Total cash flow remains unchanged from what wouldhave been reported under prior accounting rules. Upon the adoption of SFAS No. 123R, the Company recognized an immaterialone−time gain based on SFAS No. 123R’s requirement to apply an estimated forfeiture rate to unvested awards. Previously, theCompany recorded forfeitures as incurred.

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) Prior to the adoption of SFAS No. 123R, the Company followed the intrinsic value method in accordance with APB No. 25 toaccount for its employee stock options and share purchase rights. Accordingly, no compensation expense was recognized for sharepurchase rights granted in connection with the issuance of stock options under the Accenture Ltd 2001 Share Incentive Plan (the“SIP”) and through the Accenture Ltd 2001 Employee Share Purchase Plan (the “ESPP”); however, compensation expense wasrecognized in connection with the issuance of restricted share units granted under the SIP. The adoption of SFAS No. 123Rprimarily resulted in a change in the Company’s method of recognizing the fair value of share−based compensation andestimating forfeitures for all unvested awards. Specifically, the adoption of SFAS No. 123R resulted in the Company recordingcompensation expense for employee stock options and employee share purchase rights. The following table shows the effect ofadopting SFAS No. 123R on selected reported items (“As Reported”) and what those items would have been under previousguidance under APB No. 25:

Year Ended August 31, 2006

Under APBAs Reported No. 25

Income before income taxes $ 1,923,667 $ 2,021,574Income before minority interest 1,433,132 1,497,359Net income 973,329 1,017,145Cash flows provided by operating activities 2,667,989 2,710,821Cash flows used in financing activities (1,934,467) (1,977,299)Basic earnings per share $ 1.65 $ 1.73Diluted earnings per share $ 1.59 $ 1.67

Results for fiscal 2005 have not been restated. Had compensation expense for employee stock options granted under the SIPand for employee share purchase rights under the ESPP been determined based on fair value at the grant date consistent withSFAS No. 123, with stock options expensed using the accelerated expense attribution method, the Company’s Net income andEarnings per share for fiscal 2005 and 2004 would have been reduced to the pro forma amounts indicated below:

Year Ended August 31,

2005 2004

Net income as reported $ 940,474 $ 690,828Add: Share−based compensation expense already included in Net income as reported, net of tax and

minority interest 52,140 31,446Deduct: Pro forma employee compensation cost related to stock options, restricted share units and

employee share purchase plan, net of tax and minority interest (150,105) (85,545)

Subtotal (97,965) (54,099)

Pro forma net income $ 842,509 $ 636,729

Basic earnings per Class A common share:As reported $ 1.60 $ 1.25Pro forma $ 1.43 $ 1.15

Diluted earnings per Class A common share:As reported $ 1.56 $ 1.22Pro forma $ 1.40 $ 1.12

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Share Incentive Plan The SIP is administered by the Compensation Committee of the Board of Directors of the Company and provides for the grantof nonqualified share options, incentive stock options, restricted share units and other share−based awards. A maximum of375,000,000 Accenture Ltd Class A common shares are currently authorized for awards under the SIP. As of August 31, 2006,165,164,681 shares were available for future grants under the SIP. Accenture Ltd Class A common shares covered by awards thatexpire, terminate or lapse will again be available for the grant of awards under the SIP. The Company issues new shares and shares from treasury for shares delivered under the SIP. The parameters of theCompany’s share purchase and redemption activities are not established solely with reference to the dilutive impact of deliveriesmade under the SIP. However, the Company expects that, over time, share purchases will offset the dilutive impact of deliveriesto be made under the SIP. A summary of information with respect to share−based compensation was as follows:

Year Ended August 31,

2006 2005 2004

Total share−based compensation expense included in Net income $ 270,884 $ 88,341 $ 60,486Income tax benefit related to share−based compensation included in Net income $ 93,029 $ 8,274 $ 5,696

Restricted Share Units Under the SIP, participants may be granted restricted share units, each of which represents an unfunded, unsecured right,which is nontransferable except in the event of death of the participant, to receive an Accenture Ltd Class A common share on thedate specified in the participant’s award agreement. The restricted share units granted under this plan are subject to cliff or gradedvesting, generally ranging from three to 10 years. For awards with graded vesting, compensation expense is recognized over thevesting term of each separately vesting portion. Compensation expense is recognized on a straight−line basis for awards with cliffvesting. Restricted share unit activity during fiscal 2006 was as follows:

2006

Number of Weighted AverageRestricted Share Grant−Date Fair

Units Value

Nonvested balance as of August 31, 2005 18,122,113 $ 26.65Granted 19,063,320 25.73Vested (2,385,703) 21.80Forfeited (1,390,461) 21.61

Nonvested balance as of August 31, 2006 33,409,269 $ 23.89

As of August 31, 2006, there was $407,066 of total restricted share unit compensation expense related to nonvested awardsnot yet recognized, which is expected to be recognized over a weighted

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)average period of 2.4 years. As of August 31, 2006, there were 13,257,827 restricted share units vested but not yet delivered asAccenture Ltd Class A common shares.

Stock Options Stock options are granted to senior executives and other employees under the SIP. Options generally have an exercise pricethat is at least equal to the fair value of the Accenture Ltd Class A common shares on the date the option is granted. Optionsgranted under the SIP are subject to cliff or graded vesting, generally ranging from three to 10 years, and generally have acontractual term of 10 years. For awards with graded vesting, compensation expense is recognized over the vesting period of eachseparately vesting portion. Compensation expense is recognized on a straight−line basis for awards with cliff vesting. Stockoption activity for the year ended August 31, 2006 was as follows:

Weighted AverageRemaining

Weighted Average Contractual Term Aggregate IntrinsicNumber of Options Exercise Price (In Years) Value

Options outstanding as of August 31, 2005 73,848,900 $ 18.27 6.6 $ 448,382Granted 436,642 $ 26.24Exercised (15,009,940) $ 15.84Forfeited (1,693,331) $ 21.90

Options outstanding as of August 31, 2006 57,582,271 $ 18.84 6.3 $ 595,954

Options exercisable as of August 31, 2006 44,177,710 $ 17.35 5.8 $ 522,702Options exercisable as of August 31, 2005 49,098,967 $ 15.99 5.9 $ 412,308Options exercisable as of August 31, 2004 36,387,546 $ 14.66 6.0 $ 413,345

The weighted average remaining contractual term and aggregate intrinsic value for options outstanding at August 31, 2004was 6.3 years and $673,051, respectively. Other information pertaining to option activity was as follows:

Year Ended August 31,

2006 2005 2004

Weighted average grant−date fair value of stock options granted $ 11.13 $ 11.30 $ 9.66Total fair value of stock options vested $ 102,333 $ 183,304 $ 122,680Total intrinsic value of stock options exercised $ 197,111 $ 89,219 $ 112,779

For fiscal 2006, cash received from the exercise of stock options was $237,767 and the income tax benefit realized from theexercise of stock options was $60,789. As of August 31, 2006, there was $43,347 of total stock option compensation expenserelated to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.3 years.

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The fair value of each option grant is estimated on the date of grant using the Black−Scholes−Merton option pricing modelwith the following weighted average assumptions

Year Ended August 31,

2006(1) 2005 2004

Senior Senior Other Senior OtherExecutives Executives Employees Executives Employees

Expected life (in years) 7.4 6.0 5.0 6.0 5.0Risk−free interest rate 4.15% 4.02% 3.52% 3.58% 3.29%Expected volatility 37% 41% 41% 44% 44%Expected dividend yield 1% 0% 0% 0% 0%

(1) No stock options were granted to “Other Employees” during fiscal 2006.

For fiscal 2006, the expected life of each award granted was calculated using the “simplified method” in accordance withSAB No. 107, “Share−Based Payment.” For fiscal 2005 and 2004, the Company used a projected expected life for each awardgranted based on historical experience of employees’ exercise behavior. The risk−free interest rate is based on the implied yieldcurrently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Expected volatility isbased on historical volatility levels of Accenture Ltd Class A common shares. Expected dividend yield is based on historicaldividend payments.Employee Share Purchase Plan The Accenture Ltd 2001 Employee Share Purchase Plan (the “ESPP”) is a nonqualified plan that allows eligible employeeparticipants to purchase Accenture Ltd Class A common shares at a discount through payroll deductions. Under the ESPP,substantially all employees may elect to contribute 1% to 10% of their compensation during each semi−annual offering period (upto a per participant maximum of $7.5 per offering period) to purchase Accenture Ltd Class A common shares. Prior to May 1,2005, the purchase price of Accenture Ltd Class A common shares was 85% of the lower of its beginning of offering period orend of offering period market price. The weighted average fair values of the share purchases granted during the November 1 andMay 1 offering periods for fiscal 2005 were $6.54 and $6.54, respectively. The weighted average fair values of the sharepurchases granted during the November 1 and May 1 offering periods for fiscal 2004 were $4.80 and $6.49, respectively.Beginning May 1, 2005, the purchase price of the Accenture Ltd Class A common shares is 85% of the end of the offering periodmarket price. A maximum of 75,000,000 Accenture Ltd Class A common shares may be issued under the ESPP. As of August 31,2006, 42,628,486 Accenture Ltd Class A common shares had been issued under the ESPP. Under the ESPP, the Company issued6,406,441 shares, 8,784,839 shares and 8,134,692 shares to employees in fiscal 2006, 2005 and 2004, respectively.Voluntary Equity Investment Program In January 2006, the Company implemented a Voluntary Equity Investment Program (“VEIP”), under which senior executivesmay purchase Accenture Ltd Class A common shares each month at fair market value through after−tax payroll deductions.Senior executives who make the annual election to participate in the program will be granted at the end of each program year, ifthey do not

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)withdraw during the program year, a number of restricted share units equal to 50% of the number of shares purchased during thatyear. The restricted share units granted under the VEIP are subject to a cliff vesting period of two years. As of August 31, 2006,$3,035 of expense has been incurred related to this program.

12. SHAREHOLDERS’ EQUITYAccenture LtdPreferred Shares The Company has 2,000,000,000 authorized preferred shares, par value $0.0000225 per share, the rights and preferences ofwhich are currently undesignated. The Board of Directors of Accenture Ltd has the authority to issue the preferred shares in oneor more series and to fix the rights, preferences, privileges and restrictions attaching to those shares, including dividend rights,conversion rights, voting rights, redemption terms and prices, liquidation preferences and the numbers of shares constituting anyseries and the designation of any series, without further vote or action by the shareholders. Any series of preferred shares could, as determined by Accenture Ltd’s Board of Directors at the time of issuance, rank seniorto our common shares with respect to dividends, voting rights, redemption and/or liquidation rights. These preferred shares are ofthe type commonly known as “blank−check” preferred stock.Class A Common Shares Holders of Accenture Ltd’s Class A common shares are entitled to one vote per share and do not have cumulative votingrights. Each Class A common share entitles its holder to a pro rata part of any dividend at the times and in the amounts, if any,which Accenture Ltd’s Board of Directors from time to time determines to declare, subject to any preferred dividend rightsattaching to any preferred shares. Each Class A common share is entitled on a winding−up of Accenture Ltd to be paid a pro ratapart of the value of the assets of Accenture Ltd remaining after payment of its liabilities, subject to any preferred rights onliquidation attaching to any preferred shares. As of November 22, 2004, the voting agreement dated as of April 18, 2001 amongAccenture Ltd and the partners party thereto (the “voting agreement”) was amended to eliminate the voting provisions of thatagreement. Accordingly, Accenture Ltd Class A common shares and Class X common shares held by the parties to the votingagreement are no longer voted as a block at Accenture Ltd shareholder meetings.Class X Common Shares Holders of Accenture Ltd’s Class X common shares are entitled to one vote per share and do not have cumulative votingrights. Holders of Class X common shares are not entitled to receive dividends and are not entitled to be paid any amount upon awinding−up of Accenture Ltd. Most of the Company’s partners who received Accenture SCA Class I common shares orAccenture Canada Holdings Inc. exchangeable shares in connection with the Company’s transition to a corporate structurereceived a corresponding number of Accenture Ltd Class X common shares. Accenture Ltd may redeem, at its option, any Class Xcommon share for a redemption price equal to the par value

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)of the Class X common share. Accenture Ltd has separately agreed not to redeem any Class X common share of a holder if theredemption would reduce the number of Class X common shares held by that holder to a number that is less than the number ofAccenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares held by that holder, as the casemay be. Accenture Ltd will redeem Class X common shares upon the redemption or exchange of Accenture SCA Class I commonshares and Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class X common sharesoutstanding at any time does not exceed the aggregate number of Accenture SCA Class I common shares and Accenture CanadaHoldings Inc. exchangeable shares outstanding. Class X common shares are not transferable without the consent of AccentureLtd. As of November 22, 2004, the Accenture Ltd voting agreement was amended to eliminate the voting provisions of thatagreement. Accordingly, Accenture Ltd Class A common shares and Class X common shares held by parties to the votingagreement are no longer voted as a block at Accenture Ltd shareholder meetings.Equity of Subsidiaries Redeemable or Exchangeable for Accenture Ltd Class A Common Shares

Accenture SCA Class I Common Shares Senior executives in certain countries, including the United States, received Accenture SCA Class I common shares inconnection with the Company’s transition to a corporate structure. After June 28, 2005, only the Company’s current and formersenior executives and their permitted transferees continue to hold Accenture SCA Class I common shares. Each Accenture SCAClass I common share entitles its holder to one vote on all matters submitted to a vote of shareholders of Accenture SCA andentitles its holders to dividends and liquidation payments. Subject to the transfer restrictions in Accenture SCA’s Articles of Association, Accenture SCA is obligated, at the option ofthe holder, to redeem any outstanding Accenture SCA Class I common share at a redemption price per share generally equal to itscurrent market value as determined in accordance with Accenture SCA’s Articles of Association. Under Accenture SCA’sArticles of Association, the market value of a Class I common share that is not subject to transfer restrictions will be deemed to beequal to (i) the average of the high and low sales prices of an Accenture Ltd Class A common share as reported on the New YorkStock Exchange (or on such other designated market on which the Class A common shares trade), net of customary brokerage andsimilar transaction costs, or (ii) if Accenture Ltd sells its Class A common shares on the date that the redemption price isdetermined (other than in a transaction with any employee or an affiliate or pursuant to a preexisting obligation), the weightedaverage sales price of an Accenture Ltd Class A common share on the New York Stock Exchange (or on such other market onwhich the Class A common shares primarily trade), net of customary brokerage and similar transaction costs. Accenture SCAmay, at its option, pay this redemption price with cash or by delivering Accenture Ltd Class A common shares on a one−for−onebasis. Each holder of Class I common shares is entitled to a pro rata part of any dividend and, subject to the rights of the holdersof Class II common shares and Class III common shares, to the value of any remaining assets of Accenture SCA after payment ofits liabilities upon dissolution.

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Accenture SCA Class II and Class III common shares On June 28, 2005, Accenture SCA’s shareholders approved certain amendments to the rights of Accenture SCA Class IIcommon shares held by Accenture Ltd, as well as the creation of a new class of common shares known as “Class III commonshares” into which all Class I common shares held by Accenture Ltd and its affiliates were reclassified. Accenture SCA Class IIcommon shares and Class III common shares may not be held by any person other than the general partner of Accenture SCA andits subsidiaries. All Class I common shares that are sold or otherwise transferred to Accenture Ltd or its subsidiaries will beautomatically reclassified into Class III common shares. Accenture SCA Class II common shares and Class III common shares (or any lettered sub−series of that class) are not entitledto any cash dividends. If the Board of Directors of Accenture Ltd authorizes the payment of a cash dividend on Accenture Ltd’sClass A common shares, Accenture Ltd, as general partner of Accenture SCA, will cause Accenture SCA to redeem Class IIcommon shares and Class III common shares that Accenture Ltd holds to obtain cash needed to pay dividends on its Class Acommon shares. At any time that Accenture SCA were to pay a cash dividend on its Class I common shares, new Class IIcommon shares and Class III common shares would be issued to the existing holders of Class II common shares and Class IIIcommon shares, in each case having an aggregate value of the amount of any cash dividends that the holders of those Class II orClass III common shares would have received had they ratably participated in the cash dividend paid on the Class I commonshares. Each Class II common share entitles its holder to receive a liquidation payment equal to 10% of any liquidation payment towhich a Class I common share entitles its holder. Each Class III common share entitles its holder to receive a liquidation paymentequal to 100% of any liquidation payment to which a Class I common share entitles its holder.Accenture Canada Holdings Inc. Exchangeable Shares Partners resident in Canada and New Zealand received Accenture Canada Holdings Inc. exchangeable shares in connectionwith the Company’s transition to a corporate structure. Subject to the transfer restrictions contained in Accenture Ltd’s bye−laws,holders of Accenture Canada Holdings Inc. exchangeable shares may exchange their shares for Accenture Ltd Class A commonshares on a one−for−one basis. The Company may, at its option, satisfy this exchange with cash at a price per share generallyequal to the market price of an Accenture Ltd Class A common share at the time of the exchange. Each exchangeable share ofAccenture Canada Holdings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture LtdClass A common share entitles its holder.Restrictions on the Transfer of Certain Accenture Shares Accenture Ltd’s bye−laws and Accenture SCA’s Articles of Association contain transfer restrictions that apply to certain ofthe Company’s current and former senior executives who hold Accenture Ltd Class A common shares or Accenture CanadaHoldings Inc. exchangeable shares and Accenture SCA Class I common shares, respectively, and are parties to the Accenture Ltdvoting agreement or Accenture SCA transfer rights agreement, respectively. These persons are referred to as “covered persons.”The shares covered by these transfer restrictions generally include any Accenture

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Ltd Class A common shares beneficially owned by a covered person at the time in question and also as of or prior to theCompany’s initial public offering of Accenture Ltd Class A common shares, as well as all Accenture Canada Holdings Inc.exchangeable shares or Accenture SCA Class I common shares held by such covered persons. The transfer restrictions generallyrequire covered persons to maintain beneficial ownership of all Accenture Ltd Class A common shares, Accenture SCA Class Icommon shares and Accenture Canada Holdings Inc. exchangeable shares received prior to the Company’s initial public offeringfor a period of eight years subsequent to the Company’s initial public offering and to maintain beneficial ownership of at least25 percent of such shares for as long as he or she is an employee of the Company. Covered persons who continue to be theCompany employees are permitted to transfer a percentage of such shares annually. These transfer restrictions lapse on anaccelerated basis upon retirement and generally terminate upon death. Accenture SCA’s Articles of Association also provide that, except in the case of a redemption or transfer of Class I commonshares to Accenture Ltd or one of its subsidiaries in accordance with the Articles of Association, Accenture SCA Class I commonshares may be transferred only with the consent of Accenture Ltd, as the general partner of Accenture SCA.

13. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITYSecondary Offerings On September 29, 2003 the Company closed an underwritten public offering of Accenture Ltd Class A common shares. Theoffering was comprised of 57,394,595 shares newly issued by Accenture Ltd and 24,605,405 shares offered by the Company’scurrent and former senior executives and their permitted transferees. The price to the public was $21.00 per share and the price netof the underwriters’ discount of 2.85% was $20.40 per share. Accenture Ltd received $1,170,936 as a result of the issuance of57,394,595 shares newly issued by Accenture Ltd. On September 30, 2003, the underwriters, in connection with the underwrittenpublic offering, exercised their over allotment option to purchase an additional 12,300,000 newly issued Class A common sharesat the same price per share. On October 1, 2003, Accenture Ltd received $250,939 as a result of the issuance of the additional12,300,000 newly issued shares. All of the proceeds from the newly issued shares were used by Accenture SCA and itssubsidiaries, together with $43,291 previously authorized for repurchases under the Company’s Share Management Plan, toredeem or purchase a total of 71,816,561 Accenture SCA shares and Accenture Canada Holdings Inc. exchangeable shares fromcurrent and former senior executives pursuant to a tender offer for a total cash outlay of $1,465,166. On May 4, 2004, the Company closed an underwritten public offering of Accenture Ltd Class A common shares. The offeringwas comprised of 35,761,232 shares newly issued by Accenture Ltd and 14,238,768 shares offered by the Company’s current andformer senior executives and their permitted transferees. The price to the public was $23.50 per share and the price net of theunderwriters’ discount of 2.8% was $22.84. Accenture Ltd received $816,858 as the result of the issuance of 35,761,232 sharesnewly issued by Accenture Ltd. On May 4, 2004, the underwriters, in connection with the underwritten public offering, exercisedtheir option to purchase an additional 7,500,000 newly issued Class A common shares at the same price per share. On May 4,2004, Accenture Ltd received $171,315 as a result of the issuance of the additional 7,500,000 newly issued shares. All of theproceeds from the newly issued shares were used by Accenture SCA and its subsidiaries, together

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)with $56,661, to redeem or purchase a total of 45,741,795 Accenture SCA shares and Accenture Canada Holdings Inc.exchangeable shares from current and former senior executives pursuant to a tender offer for a total cash outlay of $1,044,834.Share Purchase Activity The Board of Directors of Accenture Ltd has authorized funding for its publicly announced open−market share purchaseprogram for acquiring Accenture Ltd Class A common shares and for redemptions and repurchases of Accenture SCA Class Icommon shares and Accenture Canada Holdings Inc. exchangeable shares. Effective as of March 24, 2006, the Board of Directorsof Accenture Ltd authorized the purchase, redemption and exchange from time to time of up to an additional $1,500,000 of theCompany’s shares. The Company’s share purchase activity was summarized as follows:

Open−Market Share Other Share PurchasePurchase Program Programs

Shares Amount Shares Amount Total

Available authorization as of August 31, 2003 $ 82,127 $ 288,742 $ 370,869Purchases and redemptions 8,413,050 (201,326) 29,619,979 (664,338) (865,664)Additional authorizations 180,777 600,000 780,777

Available authorization as of August 31, 2004 61,578 224,404 285,982Purchases and redemptions(1) 20,566,470 (480,470) 45,147,483 (1,103,291) (1,583,761)Additional authorizations(2) 1,000,000 2,000,000 3,000,000

Available authorization as of August 31, 2005 581,108 1,121,113 1,702,221Purchases and redemptions(3) 3,491,500 (102,769) 43,301,787 (1,179,219) (1,281,988)Additional authorizations(4) 500,000 1,000,000 1,500,000

Available authorization as of August 31, 2006 $ 978,339 $ 941,894 $ 1,920,233

(1) Other Share Purchase Programs include the following purchase activity during fiscal 2005:• 44,105,764 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $1,077,736 and 643,325 Accenture Canada Holdings Inc. exchangeable shares

purchased for a total cash outlay of $15,719; and

• 398,394 shares purchased through the RSU Sell−Back Program for a total cash outlay of $9,836.(2) On October 15, 2004, an additional $1,000,000 was authorized for purchase under the Company’s open−market share purchase program and an additional $2,000,000 was authorized

for redemptions and purchases under the Company’s other share purchase programs.

(3) Other Share Purchase Programs include the following purchase activity during fiscal 2006:• 31,416,894 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $917,705 and 421,194 Accenture Canada Holdings Inc. exchangeable shares

purchased for a total cash outlay of $12,130;

• 11,231,941 Accenture Ltd Class A common shares purchased for an aggregate purchase price of $242,725; and

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

• 231,758 shares purchased through the RSU Sell−Back Program whereby the Company offers to purchase Accenture Ltd Class A common shares awarded to employees pursuant torestricted share units issued in connection with its initial public offering for a total cash outlay of $6,659. The RSU Sell−Back Program was terminated, effective March 1, 2006. Allremaining funding authorizations for the RSU Sell−Back Program were reallocated and made available for use in the Company’s other share purchase programs.

(4) On March 24, 2006, an additional $500,000 was authorized for purchase under the Company’s open−market share purchase program and an additional $1,000,000 was authorized forredemptions and purchases under the Company’s other share purchase programs.

On September 14, 2005, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I commonshareholders that resulted in the redemption and purchase on October 14, 2005 of an aggregate of 35,922,744 Accenture SCAClass I common shares at a price of $21.50 per share. The total cash outlay for this transaction was $774,519 and was separatelyauthorized by the Board of Directors of the Company. During the year ended August 31, 2006, as authorized under its various employee equity share plans, the Company acquired1,095,728 Accenture Ltd Class A common shares via share withholding for payroll tax obligations due from employees andformer employees in connection with the delivery of Accenture Ltd Class A common shares under those plans for a total cashoutlay of $30,520. On September 11, 2006, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I commonshareholders that resulted in the redemption and purchase, effective as of October 11, 2006 of an aggregate of 7,538,172Accenture SCA Class I common shares at a price of $24.75 per share. The total cash outlay for these transactions wasapproximately $187,000.Open Market Share Purchases (formerly Accenture Share Employee Compensation Trust) In February 2005, the Company dissolved the Accenture Share Employee Compensation Trust (the “SECT”) after determiningthat it could continue to meet its obligations related to its compensation and employee benefit plans without the SECT. Allremaining Accenture Ltd Class A common shares held by the SECT were transferred to a subsidiary of Accenture Ltd. Thedissolution of the SECT did not affect the Company’s open−market share purchase program, which it continues through one ormore subsidiaries of Accenture Ltd.Other Share Purchase Programs Under the Company’s Share Management Plan, which expired on July 24, 2005, the Company executed quarterly transactionswhich provided its current and former senior executives and their permitted transferees with the opportunity to dispose of sharesthat were currently eligible for transfers under the terms of the various transfer restrictions applicable to them. In July 2005, the Company implemented a Senior Executive Trading Policy applicable to its senior executives which provides,among other things, that all Accenture Ltd Class A common shares, Accenture SCA Class I common shares, and AccentureCanada Holdings Inc. exchangeable shares covered by the transfer restrictions contained in the Company’s various charterdocuments and still held by actively employed senior executives but which are no longer restricted by transfer restrictions will besubject to company−imposed quarterly trading guidelines. These currently limit the total number of shares redeemed, sold orotherwise transferred in any calendar quarter to no more than a composite average weekly volume of trading in Accenture LtdClass A common shares. The Senior Executive Trading Policy was implemented, in part, due to the expiration of the ShareManagement

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)Plan. Since July 24, 2005, holders of the shares covered by the transfer restrictions contained in the Company’s various charterdocuments have been able to individually execute sales, redemptions or dispositions of those shares that are no longer subject tothose charter restrictions and, in the case of the Company’s senior executives, in compliance with the quarterly trading guidelinescontained in the Senior Executive Trading Policy.Dividend On November 15, 2005, a cash dividend of $0.30 per share was paid on Accenture Ltd’s Class A common shares toshareholders of record at the close of business on October 17, 2005, resulting in a cash outlay of $171,696. On November 15,2005, a cash dividend of $0.30 per share was also paid on Accenture SCA’s Class I common shares and Accenture CanadaHoldings Inc. exchangeable shares to shareholders of record at the close of business on October 12, 2005 and October 17, 2005,respectively, resulting in cash outlays of $94,972 and $1,305, respectively. The payment of the cash dividends also resulted in theissuance of an immaterial number of additional restricted share units to holders of restricted share units. Diluted weighted averageClass A common share amounts have been restated for all periods presented to reflect this issuance. On September 25, 2006, Accenture Ltd declared a cash dividend of $0.35 per share on its Class A common shares forshareholders of record at the close of business on October 13, 2006. Accenture Ltd will cause Accenture SCA to declare a cashdividend of $0.35 per share on its Class I common shares for shareholders of record at the close of business on October 5, 2006.Both dividends are payable on November 15, 2006.

14. LEASE COMMITMENTS The Company has operating leases, principally for office space, with various renewal options. Substantially all operatingleases are non−cancelable or cancelable only by the payment of penalties. Rental expense in agreements with rent holidays andscheduled rent increases is recorded on a straight−line basis over the lease term. Rental expense including operating costs andtaxes and sublease income from third parties in fiscal 2006, 2005 and 2004 was as follows:

August 31,

2006 2005 2004

Rental expense $ 413,722 $ 371,554 $ 287,559Sublease income from third parties $ 29,249 $ 23,485 $ 22,806

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) Future minimum rental commitments under non−cancelable operating leases as of August 31, 2006, were as follows:

Operating OperatingLease Sublease

Payments Income

2007 $ 338,075 $ (18,657)2008 286,959 (28,589)2009 230,316 (30,444)2010 192,327 (29,051)2011 178,513 (30,208)Thereafter 986,479 (143,037)

$ 2,212,669 $ (279,986)

15. COMMITMENTS AND CONTINGENCIESGuarantees As a result of its increase in ownership percentage of Accenture HR Services from 50 percent to 100 percent in February2002, the Company may be required to make up to $177,500 of additional purchase price payments through September 30, 2008,conditional on Accenture HR Services achieving certain levels of qualifying revenues. The remaining potential liability as ofAugust 31, 2006 was $158,622. In February 2005, the Company signed an amendment to the Avanade Inc. stockholders agreement. As a result of theamendment, there is no longer a fixed purchase price minimum or maximum payable by the Company for the Avanade Inc. sharesnot already owned by the Company. The Company now has the right to purchase substantially all of the remaining outstandingshares of Avanade Inc. not owned by the Company at fair value if certain events occur. The Company may also be required topurchase substantially all of the remaining outstanding shares of Avanade Inc. at fair value if certain events occur. The Company has various agreements in which it may be obligated to indemnify the other parties with respect to certainmatters. Generally, these indemnification provisions are included in contracts arising in the normal course of business underwhich the Company customarily agrees to hold the indemnified party harmless against losses arising from a breach ofrepresentations related to such matters as title to assets sold, licensed or certain intellectual property rights and other matters.Payments by the Company under such indemnification clauses are generally conditioned on the other party making a claim. Suchclaims are typically subject to challenge by the Company and to dispute resolution procedures specified in the particular contract.Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount and, in some instances,The Company may have recourse against third parties for certain payments made by the Company. It is not possible to predict themaximum potential amount of future payments under these indemnification agreements due to the conditional nature of theCompany’s obligations and the unique facts of each particular agreement. Historically, the Company has not made any paymentsunder these agreements that have been material individually or in the aggregate. As of August 31, 2006, management was not

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)aware of any obligations arising under indemnification agreements that would require material payments. From time to time, the Company enters into contracts with clients whereby it has joint and several liability with otherparticipants and/or third parties providing related services and products to clients. Under these arrangements, the Company andother parties may assume some responsibility to the client or a third party for the performance of others under the terms andconditions of the contract with or for the benefit of the client or in relation to the performance of certain contractual obligations. Insome arrangements, the extent of the Company’s obligations for the performance of others is not expressly specified. As ofAugust 31, 2006, the Company estimates it had assumed an aggregate potential liability of approximately $1,367,997 to its clientsfor the performance of others under arrangements described in this paragraph. These contracts typically provide recourseprovisions that would allow the Company to recover from the other parties all but approximately $143,717 if the Company isobligated to make payments to the clients that are the consequence of a performance default by the other parties. To date, theCompany has not been required to make any payments under any of the contracts described in this paragraph.The NHS Contracts The Company previously entered into certain large, long−term contracts (the “NHS Contracts”) under which the Companywas engaged by the NHS to design, develop and deploy new patient administration, assessment and care systems (the “Systems”)for local healthcare providers and, subsequently, to provide ongoing operational services (the “Operational Services”) once thesesystems were deployed. During the second quarter of fiscal 2006, there were several developments that significantly increased therisks and uncertainties associated with these contracts and materially impacted the estimates of the contract revenues and costs theCompany expected to record in connection with the NHS Contracts. To reflect its revised estimates with respect to design,development and deployment, the Company recorded a $450,000 loss provision in the second quarter of fiscal 2006. OnSeptember 28, 2006, the Company entered into a tripartite agreement (the “NHS Transfer Agreement”) with the NHS andComputer Sciences Corporation (“CSC”), an unrelated third party, under which the Company agreed to transfer to CSC all of itsrights and obligations under the NHS Contracts, except those relating to the Picture Archiving Communication System. Thisresulted in a $338,904 reduction in revenues before reimbursements in the fourth quarter of fiscal 2006, as the Company reversedrevenues before reimbursements related to its design, development and deployment activities previously recorded under thepercentage−of−completion method of accounting under the assumption that these amounts would be recovered from billings fordeployment of the Systems. The impact of the $338,904 reduction in revenues before reimbursements was offset by a decrease inCost of services, including a reversal of $395,759 of the loss provision recorded in the second quarter of fiscal 2006, partiallyoffset by impairment write downs on Operational Services assets totaling $56,855. In connection with the Operational Services,the Company expects losses of approximately $125,000 during the first half of fiscal 2007 associated with the transition andwind−down of work related to the NHS Transfer Agreement. The Company expects to complete the transfer during the secondquarter of fiscal 2007. The Company’s remaining obligations under the NHS Contracts are immaterial.

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) In addition to the transition and wind−down costs related to the Operational Services, during 2007 the Company will repayapproximately $120,000 to the NHS, representing the difference between the deployment and services billings that the Companyreceived under the NHS Contracts during their terms and the amounts the Company is entitled to retain by agreement under theNHS Transfer Agreement. On October 4, 2006, the Company also remitted approximately $50,000 in settlement of liabilities inconnection with the NHS Transfer Agreement. These amounts are recorded in Other accrued liabilities in the ConsolidatedBalance Sheet as of August 31, 2006.Legal Contingencies As of August 31, 2006, the Company or its present personnel had been named as a defendant in various litigation matters. Allof these are civil in nature. Based on the present status of these litigation matters, the management of the Company believes theywill not ultimately have a material effect on the results of operations, financial position or cash flows of the Company.

16. SEGMENT REPORTING Operating segments are defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”(“SFAS No. 131”), as components of an enterprise about which separate financial information is available that is evaluatedregularly by the chief operating decision maker, or decision−making group, in deciding how to allocate resources and in assessingperformance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s operating segments aremanaged separately because each operating segment represents a strategic business unit providing management consulting,technology and outsourcing services to clients in different industries. The Company’s reportable operating segments are the five operating groups, which are Communications & High Tech,Financial Services, Government, Products and Resources. Information regarding the Company’s reportable operating segmentswere as follows:

Year Ended August 31:Comm. & Financial

2006 High Tech Services Government Products Resources Other Total

Revenues before reimbursements $ 4,177,061 $ 3,558,147 $ 2,221,121 $ 4,010,698 $ 2,665,778 $ 13,586 $ 16,646,391Depreciation(1) 58,307 57,437 60,421 47,350 43,339 — 266,854Operating income 630,502 387,786 83,416 399,853 339,502 — 1,841,059Assets at August 31(2) 550,333 86,733 528,415 357,364 316,399 21,239 1,860,483

2005

Revenues before reimbursements $ 4,001,347 $ 3,408,166 $ 2,171,458 $ 3,569,975 $ 2,388,845 $ 7,238 $ 15,547,029Depreciation(1) 66,055 61,121 56,508 56,725 41,664 — 282,073Operating income 673,183 499,647 168,736 413,188 356,484 — 2,111,238Assets at August 31(2) 571,292 81,849 738,575 435,515 315,722 151,787 2,294,740

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ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

2004

Revenues before reimbursements $ 3,741,451 $ 2,770,990 $ 1,994,655 $ 2,978,892 $ 2,178,569 $ 9,006 $ 13,673,563Depreciation(1) 81,739 66,813 35,463 56,112 39,869 — 279,996Operating income 403,698 353,904 311,050 414,501 275,473 — 1,758,626Assets at August 31(2) 542,746 114,207 581,301 354,003 217,217 133,851 1,943,325

(1) This amount includes depreciation on property and equipment controlled by each operating segment, as well as an allocation for depreciation on property and equipment they do notdirectly control.

(2) Operating segment assets directly attributed to an operating segment and provided to the chief operating decision maker include Receivables from clients, current and non−currentUnbilled services and Deferred revenues.

The accounting policies of the operating segments are the same as those described in Footnote 1 (Summary of SignificantAccounting Policies). Reorganization and restructuring benefits (costs) were allocated to the operating groups as follows:

Year Ended August 31,

Increase (Decrease) to Operating Income 2006 2005 2004

Communications & High Tech $ 12,609 $ 21,274 $ (7,230)Financial Services 11,864 20,643 (6,403)Government 4,618 13,335 (4,247)Products 10,523 21,019 (6,356)Resources 8,352 12,986 (4,655)

Total $ 47,966 $ 89,257 $ (28,891)

Revenues are attributed to geographic areas and countries based on where client services are supervised. Informationregarding the Company’s geographic areas and countries is as follows:

Year Ended August 31: Americas EMEA(1) Asia Pacific Total

2006

Revenues before reimbursements $ 7,741,139 $ 7,643,712 $ 1,261,540 $16,646,391Reimbursements 824,750 637,152 120,073 1,581,975Revenues 8,565,889 8,280,864 1,381,613 18,228,366Long−lived assets at August 31 330,185 247,944 149,563 727,692

2005

Revenues before reimbursements $ 6,729,626 $ 7,734,932 $ 1,082,471 $15,547,029Reimbursements 732,493 708,305 106,593 1,547,391Revenues 7,462,119 8,443,237 1,189,064 17,094,420Long−lived assets at August 31 267,757 294,262 131,691 693,710

2004

Revenues before reimbursements $ 6,133,081 $ 6,572,011 $ 968,471 $13,673,563Reimbursements 682,087 627,368 130,564 1,440,019Revenues 6,815,168 7,199,379 1,099,035 15,113,582Long−lived assets at August 31 282,431 253,323 108,192 643,946

(1) EMEA includes Europe, Middle East and Africa.

F−49

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed) The Company conducts business in the following countries that individually comprised more than 10% of consolidatedrevenues before reimbursements within the last three years:

August 31,

2006 2005 2004

United States 39% 37% 39%United Kingdom 13 17 16

The Company conducts business in the following countries that hold more than 10% of its total consolidated long−livedassets, as follows:

August 31,

2006 2005 2004

United States 40% 34% 37%United Kingdom 13 20 12India 11 10 9

Revenues before reimbursements by major types of services are as follows:

Year Ended August 31,

2006 2005 2004

Consulting $ 9,892,128 $ 9,559,157 $ 8,589,645Outsourcing 6,754,263 5,987,872 5,083,918

Revenues before reimbursements 16,646,391 15,547,029 13,673,563Reimbursements 1,581,975 1,547,391 1,440,019

Revenues $ 18,228,366 $ 17,094,420 $ 15,113,582

F−50

ACCENTURE LTDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)

17. QUARTERLY DATA (unaudited)

First Second Third FourthYear Ended August 31, 2006 Quarter Quarter Quarter Quarter Annual

Revenues before reimbursements $ 4,169,475 $ 4,102,795 $ 4,408,069 $ 3,966,052 $ 16,646,391Reimbursements 373,541 388,317 397,258 422,859 1,581,975Revenues 4,543,016 4,491,112 4,805,327 4,388,911 18,228,366Operating income 512,556 137,312 690,124 501,067 1,841,059Net income $ 214,940 $ 69,680 $ 342,264 346,445 $ 973,329Earnings per Class A common share:

— Basic $ 0.37 $ 0.12 $ 0.58 $ 0.58 $ 1.65 — Diluted $ 0.36 $ 0.11 $ 0.56 $ 0.56 $ 1.59

Weighted average Class A common shares: — Basic 586,267,569 585,674,656 589,933,994 592,545,040 589,099,824 — Diluted 913,640,289 892,439,424 886,889,939 880,535,375 893,810,585

Common stock price per share: — High $ 28.63 $ 33.05 $ 32.94 $ 29.66 $ 33.05 — Low $ 24.45 $ 28.02 $ 26.17 $ 25.68 $ 24.45

First Second Third FourthYear Ended August 31, 2005 Quarter Quarter Quarter Quarter Annual

Revenues before reimbursements $ 3,730,355 $ 3,813,522 $ 4,078,573 $ 3,924,579 $ 15,547,029Reimbursements 341,017 402,862 419,037 384,475 1,547,391Revenues 4,071,372 4,216,384 4,497,610 4,309,054 17,094,420Operating income 458,150 471,952 671,948 509,188 2,111,238Net income $ 196,273 $ 209,786 $ 305,280 $ 229,135 $ 940,474Earnings per Class A common share:

— Basic $ 0.33 $ 0.35 $ 0.52 $ 0.39 $ 1.60 — Diluted $ 0.32 $ 0.35 $ 0.51 $ 0.38 $ 1.56

Weighted average Class A common shares: — Basic 590,029,649 591,694,862 587,277,097 584,088,816 588,505,335 — Diluted 980,623,940 980,080,181 952,292,398 931,041,385 960,853,814

Common stock price per share: — High $ 27.58 $ 27.60 $ 25.97 $ 25.70 $ 27.60 — Low $ 22.61 $ 24.39 $ 21.00 $ 22.20 $ 21.00

F−51

Exhibit 10.13Dear Mr. ,It is agreed that:A) you shall render your activity as an employee of our Company in the position of industrial manager, without prejudice — to all legal and contractualeffects — of your seniority in such position in the Company. Your employment relationship is for an undetermined period of time and, for those matters not expressly agreed upon in individual agreements, andprovided that no other treatment applies, is ruled by the collective labour agreement for Italian industrial managers and is subject to Italian law. Your duties in your position of Partner/Manager shall not be modified, without prejudice to the Company’s reorganization and variation rights.

*B) As our Company is associated and makes reference to the economic enterprise of the Accenture Group, your activity may be utilized also in favour ofcompanies similarly associated to such Group or which may be associated in the future to it, also by way of your appointment in corporate bodies, suchpossible appointment having been taken into account in determining your salary. Therefore, any possible compensation deriving from such appointments incorporate bodies shall be repaid to the Company.

*C) You shall render your services on an exclusive basis in favour of our Company and of its above mentioned associated companies. Without prejudice of the obligations which are peculiar to such employment relationship, in addition to those specifically indicated in art. 2105 of CivilCode, you shall not carry out and/or have, either directly or indirectly, even through third parties, any activity or interest,

including shareholding participation or other business interests, contrary to the interest of our Company and of its associated companies.*

D) The seat of your activity shall remain not varied, and namely . Your duties and functions entail in any case the possible necessity of travelling, according to the Company’s requirements, in Italy and abroad.

*E) You shall perform your activity without being bound to working time and you shall organize your activity in such a way as to ensure the effectiveness ofyour direct responsibility as well as the regular enjoyment of daily and weekly rests.

*F) You shall keep strictly confidential all news and information you become aware of for cause of your employment relationship, including all informationrelating to subsidiaries, controlling and/or associated companies, both in the framework of the current provisions concerning fiduciary duties, pursuant toart. 2105 of Civil Code, and confidentiality, pursuant to arts 622 and 623 of the Criminal Code (as modified and integrated to safeguard confidentiality indata processing as per law no. 547/93), and as a consequence of specific covenant. It is understood and agreed that all programs and industrial andcommercial procedures of the Company and its associated companies, information concerning their business, methodological and technological procedures(including software and systems utilized by them), training methods and material, in whatever form (data processing, papers, magnetic or others), as well asall subjective or objective news relating to the Company’s business and/or its clients, even if procured by you, shall be included in this confidentialityobligation.

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You further undertake that, at the end of your relationship, for whatever reason, you will deliver to the Company all documents concerning the activitycarried out during your employment relationship, as well as any other document of whatever nature, also informatics or magnetic, at your disposal, howeverconnected with the business of the Company and its associated companies and that you will not make and keep any copy therof and deliver back to theCompany and its associated companies any asset owned by any of the foregoing.

*G) You shall respect the Company’s internal policies. Existing benefits and policies shall remain in place including policies determined by Accenture Groupas far as they are compatible with Italian laws, without any prejudice to the Company’s right to vary and substitute and revoke them.

*H) In consideration of your entire activity and of any obligation it is agreed that, effective as of December 1st 2003, you will receive:

1) a fixed annual gross salary equal to Euro . Such amount shall be paid to you according to the items of the salary table for industrialmanagers and in thirteen (13) monthly instalments;

2) a contingent annual variable salary according to company and group modalities which will be determined from time to time and communicated toyou separately. The variable salary will consist of:

(a) a performance bonus conditioned upon your individual performance to be evaluated according to the current evaluation model of the company,that will be paid in 12 monthly instalments until your are employed by the Company and which will be subsequently communicated to you;

(b) a variable bonus conditioned upon certain targets of the Accenture Group and budget results (Management Plan) being reached, such targets andresults will be communicated to you separately.

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With reference to the preceding provision 2(b), in the event of termination of the employment relationship (for any reason whatsoever), you will be paid thebonus set aside until the quarterly preceding such a termination.Possible additional premiums and incentives may be provided for at the Group level on the basis of your individual performance.Stock option plans shall be provided for and subject to regulatory approval. The terms and conditions of such plans may be amended by the company at itsdiscretion.

*I) The level of the above salary has been determined taking into account the contents and particular characteristics of the employment relationship. It ispersonal and on a “most profitable” basis, every cumulative compensations being expressly excluded.

*L) You will have also the right to participate to the integrative pension Fund Prometheia, substituting the Previndai contractual fund.

*M) Any inventions concerning products as well as technical means of production, process methods or techniques, even of software development, you maydevelop during the term of your employment relationship shall be included in the scope of your duties. All rights on such inventions and on theireconomical and commercial exploitation shall be to the benefit of the Company, without prejudice to your right of being recognized as being the author ofsame.All the above has been taken into account in the determination of your salary.You undertake, in addition to and as an integration of your obligations described under point F) above, not to disclose any data, and to maintain strictlyconfidential all information concerning such inventions and processes and processing methods used by the Company.

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*N) Upon termination of the employment relationship due to withdrawal of any of the parties, in whatever form and for any reason whatsoever, you shall not,for a period of 18 months carry out, directly or indirectly, any entrepreneurial activity, nor will you render your services as an employee, consultant, agentor in whatever other form, also by means of occasional or permanent shareholding, with or without subordination and with or without payment of anyconsideration, together with or in favour of individuals, companies, enterprises, associations or, in general, any entity carrying out consulting, productionand/or commercial activities in competition with the activity carried out by our Company and its associated companies to which you shall have posted torender your activity or in favour of which you shall have carried out any duty; or companies carrying out activities which are auxiliary to the abovementioned activities by organization, consulting or advertising bodies. The following activities shall be considered in competition:planning, production and realization, startup, maintenance and management, of the core and application information computer systems, in the framework ofthe layout structure of industrial, administrative, commercial and operating processes in general, of human resources development organisation, strategiesand information technology and consulting services, in favour of companies of any kind, industrial, banking, insurance and financial groups, private orpublic institutions.Moreover, data processing, accounting services and administration service management, such as, by way of exemplification, development, management andmaintenance, filing and storage of documents and data banks, in favour of third parties, including government institutions.Other support services as well as non financial lease of software, electronic and telecommunication equipment in addition to the supply informationconsulting services.Such non competition obligations shall be limited to the following territories of the Italian Republic: Piemonte, Lombardia, Veneto, Emilia Romagna,Toscana, Lazio, Campania, Sardegna.

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Such non competition obligations shall be limited to the Companies listed in the relevant Annex A attached hereto, by way of illustration.The non competition obligations provided for herein, shall include the obligation not to solicit clients of the Company and of Accenture Group. In consideration of this non competition obligation you shall be paid a gross annual amount equal to 20% of compensation paid to you during theprevious 12 months as determined in preceding point H n. 1 and 2, to be referred to 18 months, and therefore equal to 30% of your last yearly salary. Suchamount shall be paid, pro−rata, at the end of each six−month period of duration of this non competition covenant.In order to allow control on the fulfilment of such obligation by you, you shall notify to the Company, by registered mail, the kind of activity you arecarrying out in the period of duration of this non competition obligation, as well as any modification of same.In case of any breach by you of this non competition covenant, you shall be bound to repay the relevant consideration and any portion thereof alreadyreceived, and to pay, as a penalty, a sum equal to three times the entire amount of the consideration, without prejudice to any for further damages.Our Company shall be entitled to withdraw from this non−competition agreement at any time during the employment relationship.

*O) You further expressly undertake, for a period of 18 months after the termination, for whatever reason, of your employment relationship, not to contactand solicit, directly or through third parties, and/or on behalf of any third parties, any employees of the Company or of its associated companies, to thepurpose of inducing them to breach their obligations deriving from their employment, or to the purpose of inducing them to terminate their employmentrelationships with the Company or companies associated to it.

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Please return to us the attached copy of this letter signed by you for acceptance of same, and the specific acceptance of clauses (B) compensation, (C) noparticipation to third parties activities, (G) benefits and policies, (I) nature of the salary, (N−O) non competition covenant.

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ADDENDUMDate:Object: Addendum to the contract dated Novembre 21st, 2003: consensual alterationFollowing to your nomination to Senior Executive, effective from September 1st, 2005, the contract in object has been modified as follows:In particular:

1. Point A) the third paragraph has been entirely replaced with the following paragraph:

“Your duties in your position of Senior Executive/Dirigente, shall not be modified without prejudice to the Company’s reorganization and variationrights

2. Point H) 2b) the last paragraph has been entirely replaced with the following paragraph:

With reference to the provision mentioned in the H) 2b) section, in the event of termination of the employment relationship (for any reasonwhatsoever) you will be paid the bonus only if you are employed on the last day of the related Fiscal Year (FY) and proportionately to your effectiveworking attendance during that FY.

3. With the only exception of the two previous points the rest of the contract dated November 21st, 2003 is unchanged

If you agree with all the above, please return to us a copy of this letter signed by you for acceptanceFor acceptance

Exhibit 10.14EMPLOYMENT CONTRACTThe undersigned:The Accenture partnership, having its registered office and principal place of business in Amsterdam (1077 BG) at 150 Apollolaan, hereinafter referred toas: ‘the employer’;and ;hereinafter referred to as: ‘the employee’;WHEREAS(a) this employment contract is to be concluded within the framework of the (worldwide) restructuring of Accenture and its affiliated enterprises, includingthe employer;(b) the employer will, until the transfer of shares referred to below, be a partner in the Accenture partnership via its operating company of which it(indirectly) holds all shares;(c) the relationships between the individual partners in the Accenture partnership were controlled by a Partnership Agreement, including, among otherthings, provisions relating to the termination and financial settlement of the relationship between the parties, and relating to non−competition;(d) within the framework of the aforementioned restructuring, the legal form of the Accenture partnership will be converted into a new private companywith limited liability named Accenture BV., still to be founded. For this latter purpose all individual partners will, on or around May 15, transfer their sharesin their operating companies, which currently collectively constitute the Accenture partnership, or have such shares transferred, to Accenture Ltd., an entityin accordance with Bermuda law, in exchange for shares in Accenture Ltd. By means of a legal merger between the operating companies and AccentureB.V. the Accenture partnership will cease to exist on or around September 1, 2001 and its activities will be continued in Accenture B.V.;(e) the Dutch individual partners in the Accenture partnership will, from the moment of transfer of their shares in the operating

companies to Accenture Ltd., conclude an employment contract with the Accenture partnership;(f) the parties aim to maintain, as much as possible within the framework of Dutch labor law, the character of the partnership relationship that(indirectly) existed between them;(g) the rights and duties arising from the employment contract for the employer and/or its legal successors and for the Employee are set out below;STATE THAT THEY HAVE AGREED THE FOLLOWING:Article 1 Commencement, duration and termination1. The employment contract will take effect on May 15, 2001 and will be concluded for an indefinite period of time. Employee will, from June 1, 2001, beentitled to a salary as referred to in Article 3 of this contract.2. This employment contract may be terminated by either party in writing at the end of each calendar month. The employee will observe a notice period oftwo months unless the employer agrees in writing to a shorter notice period. With regard to termination, the employer will observe a notice period of fourmonths.3. The employment contract between the employer and the employee will in any case terminate by operation of law, without notification being required, atthe end of the month in which the employee attains the age of sixty−two.Article 2 Position and duties1. The employee will be employed by the employer in the position of partner.2. The employee will work for the employer to the best of his ability and to his full capacity.3. The employee will carry out tasks other than those that comprise the employee’s usual work if such tasks, in view of the employee’s position and dutieswithin the employer’s organization, can reasonably be demanded from the employee.4. For the duration of the period of employment, the employee will not carry out other paid work or work by gratuitous title without the

employer’s prior approval in writing, nor establish, operate or jointly operate an enterprise or have an enterprise operated in any form of competition withthe employer’s company, or have an interest, whether direct, indirect, or in any form whatsoever, in such an enterprise or work for such an enterprise,whether for payment or otherwise.5. For each violation of the prohibition referred to in paragraph 4, the employee will forfeit an immediately payable penalty of NLG 4,000 for each day orpart of a day during which the violation vis−à−vis the employer continues, without prejudice to the employer’s entitlement to claim compensation in lieu ofthe penalty sum.Article 3 Salary1. The employee’s gross annual salary will be determined, paid and based on the worldwide Partner Policies as these policies apply, or will apply, to theemployee currently in the future. Details of these Partner Policies are known to the employee via the Partner Policies Database. As a result of the salarysystem utilized, the salary may fluctuate from year to year.2. A vacation bonus and any other emoluments will be included in the gross annual salary, unless expressly agreed otherwise in this contract.Article 4 Working hours and place of work1. The normal working week runs from Monday through Friday. Normal working hours amount to 40 hours per week.2. The employee will carry out work outside company working hours and normal working hours without the employer owing any additional payment, if theemployee’s duties and position reasonably require such work.3. The employee will perform his duties at a location indicated by the employer. The employer will be entitled to change locations. Depending on theemployee’s position, a situation may occur in which the employee, in spite of a fixed work location, may have to carry out work primarily at a differentlocation as indicated by the employer.

Article 5 CarThe employer will provide the employee with a leased car for the execution of his duties. Such will take place in accordance with the terms set out in theleased car regulations as laid down in the employer’s terms and conditions of employment . At the commencement of this contract the car allowance willamount to NLG 3,500 per month.Article 6 Pension and insurance1. The employee is excluded from participation in pension plans A or B and all other associated schemes (including the supplementary disability allowanceand the Surviving Dependant’s Insurance) relating to the collective pension insurance policy concluded by the employer with AMEV LevensverzekeringN.V.Article 7 Vacation1. The employee will be entitled to 25 days’ vacation per year, or a proportion thereof if the employment contract ends during the course of a year.2. The employer may assign 1 (one) of the vacation days as a mandatory day off.Article 8 Sickness and incapacity for work1. In the event of sickness, the employee will strictly observe the regulations concerning the reporting of sickness and recovery as set out in the employer’sterms and conditions of employment.2. Non−compliance with the sickness regulations as referred to in the employer’s terms and conditions of employment will entitle the employer to suspendits obligation concerning sick leave on full pay until the point in time that the employee complies with the aforementioned regulations.3. If the employee fails to comply with any of the inspection regulations, the employee will forfeit a penalty of NLG 500. The aforementioned penalty willbe without prejudice to the employer’s entitlement to suspend its obligation concerning sick leave on full pay, as referred to in Article 8, paragraph 2.4. The employee is forbidden from becoming deliberately sick. If the employee, in violation of the aforementioned prohibition, has caused

his sickness deliberately, the employer will be entitled to withhold payment of salary.5. If incapacity for work is caused through the actions of an accountable third party, the employee will cooperate fully including with regard to thesubmission to the Working Conditions Service or the Company Medical Officer of any medical data required to enable Employer to exercise in full its rightof recourse.Article 9 Confidentiality1. Both during and after termination of the employment contract, the employee is not permitted, in any way or form, directly or indirectly, whether for hisown benefit of that of third parties, to make known or reveal any particulars concerning or related to the employer’s business or an associated company, ortheir clients, principals or any other business contacts without the employer’s prior permission in writing, in relation to which particulars the employeecould or should reasonably understand are not intended to be made known to third parties, regardless of the manner in which such particulars came to theemployee’s knowledge, except in so far as such is required for the execution of employee’s duties.2. For each violation of the duty of confidentiality as referred to in paragraph 1, the employee will forfeit to the employer a penalty of NLG 20,000. Suchforfeiture will be without prejudice to the employer’s entitlement to claim compensation in lieu of the penalty. Furthermore, any violation of the duty ofconfidentiality for the duration of the employment contract may constitute a compelling reason for instant dismissal.Article 10 Non−competition1. For a period of 18 (eighteen) months after termination of this employment contract, the employee will not, whether directly or indirectly, in whateverform, operate or jointly operate an enterprise or have an enterprise operated which is similar or related to the employer’s company or an associatedcompany, or be directly or indirectly involved with such an enterprise, independently or as an employee, whether for payment or otherwise. The term‘enterprise similar or related to the employer’s company or an associated company’ as referred to in the previous sentence will be taken to include, amongother things , the companies listed in Appendix A to this contract, which list will be periodically adjusted .

2. For a period of 18 (eighteen) months after the termination of this employment contract, the employee will not, without the employer’s prior permission inwriting, work for or on behalf of those of the employer’s clients or principals or an associated company, for which, or on behalf of which, the employee hasworked when in the employment of the employer or of an associated company at any time or to any extent, in any form, directly or indirectly, whether forpayment or otherwise. The clients and principals referred to in the previous sentence will include any potential clients or principals to whom offers weresubmitted 18 (eighteen) months prior to the termination of the employment contract.3. For the duration of this contract and for a period of 18 (eighteen) months after the termination of this contract, the employee will not, without theemployer’s prior permission in writing, approach the employer’s clients or principals or any company associated with the employer, for which the employeeworked at any time or to any extent, directly or indirectly in the employee’s own interest or in the interest of third parties, in order to induce theaforementioned parties to terminate their relationship with the employer or any company associated with the employer. The employee will in general refrainfrom any activities which might have a negative effect on the relationship between the employer or any company associated with the employer.4. For the duration of this contract and for a period of 18 (eighteen) months after its termination, the employee will not, without the employer’s priorpermission in writing, induce employees of the employer or a company associated with the employer to terminate their employment contract with theemployer or with any company associated with the employer, or induce such parties to fail in the fulfillment of their contractual employment obligationsvis−à−vis the employer or any company associated with the employer, or their clients or principals.5. In the event of a violation of the provisions in paragraphs 1, 2, 3 or 4, the employee will, without any notification of default or judicial intervention beingrequired, forfeit an immediately payable penalty of NLG 2,000 for each violation, to be increased by NLG 4,000 for each day, or part of a day, during whichthe violation continues, without prejudice to the employer’s entitlement to claim compliance or to claim full compensation for the damage or loss in lieu ofthe penalty.

Article 11 Intellectual property1. The employee will transfer to the employer, that hereby accepts such a transfer, all intellectual property rights, both according to Dutch and to foreignlaw, relating to everything created by the employer completely or partly prior to the conclusion of this contract within the framework of, or arising from theemployee’s work for the employer. The employer will be entirely free in its decision to apply or not to apply for protection of the rights to which it isentitled.2. All rights to intellectual property, both according to Dutch and to foreign law, relating to everything created completely or partly by the employee for theduration of this contract within the framework of, or arising from, this contract will accrue to the employer. In so far as intellectual property rights existwhich do not accrue to the employer, the employee will, in so far as possible, hereby transfer such rights in advance to the employer, that hereby acceptssuch a transfer. The employer will be entirely free in its decision whether to apply for the protection of the rights to which it is entitled.3. All rights to domain names registered during the period of this contract within the framework of, or arising from, this contract, will accrue to theemployer. In so far as the employee registers or has registered any domain names in the employee’s own name within the framework of, or arising from, thiscontract or the employee’s work for the employer, such domain names will, at the employer’s request, be transferred forthwith to the employer.4. The employee hereby surrenders any moral rights relating to the rights referred to in paragraphs 1, 2 and 3, in so far as such a surrender is permitted bylaw.5. The employee will, for the duration of this contract and after its termination, grant full cooperation as regards the effectuation of a transfer of rights asreferred to in paragraphs 1, 2 and 3, with a view to enabling the employer to register such rights in the employer’s name and to exercise such rightsvis−à−vis third parties. The employee hereby grants the employer irrevocable power of attorney to execute the relevant activities in the employer’s name.The costs of the employee’s cooperation will be paid for by the employer.6. The employee will have no claim to the ‘Accenture’ trade name or (service) mark, or any name of (service) mark derived from it or connected to it. Aftertermination of this contract, the employee will

not in any way use the ‘Accenture’ name or (service) mark or any name or (service) mark derived from it or connected to it.7. For the duration of this contract and after its termination, the employee will, in so far as permitted by law, not be entitled to any payment in connectionwith, or on the basis of, this article.Article 12 Return of property1. All items of property with which the employee was provided by the employer in the execution of his duties including, but not limited to, materials,documents, know−how and information, copied in whatever form, information carriers and the like, including business plans, practice methodologies andtechnologies (including computer software), training materials, personal information, client files, confidential client information, internal publications,articles and keys, will be and remain the employer’s property.2. Upon termination of this employment contract, the employee is obliged to return all items as referred to in paragraph 1 no later than on the final day ofemployment or at the employer’s request, without retaining copies thereof.3. The employee may not retain any information as meant in paragraph 1 that is stored in a computer system belonging to the employee or is recorded in anyother form and that the employee is not obliged to relinquish or return to the employer pursuant to paragraph 2 for longer than is necessary for thefulfillment of the employee’s duties, and must in all cases destroy that information without delay if the employer so requests or at the employee’s owninitiative if this contract is terminated.4. Any failure on the employee’s part to return the items of property as meant in paragraph 1 will result in the forfeiture of a penalty of NLG 500, payable tothe employer immediately upon demand, for each day that the employee remains in default after having been warned to return the items. This forfeituredoes not impair the employer’s possibilities to claim compensation for damages instead of the penalty.Article 13 PenaltiesWith regard to the penalty clauses set out in Article 2 paragraph 5, Article 8 paragraph 3, Article 9 paragraph 2, Article 10 paragraph 5 and Article 12paragraph 4 of this employment contract, the employer

and the employee expressly state, by signing this employment contract, that, with reference to Article 7:650 paragraph 6 of the Dutch Civil Code, thepenalties referred to in Articles 2, 8, 9, 10 and 12 will accrue to the employer. The provision in Article 7:650 paragraphs 3 to 5 of the Dutch Civil Code willconsequently remain non−applicable.Article 14 Worldwide Partner Policies1. The worldwide Partner Policies that currently apply or will apply in the future to the employee, and which are known to the employee via the PartnerPolicies Database, will apply to this employment contract unless such policies are in violation of the provisions of Dutch mandatory law.2. The employer’s terms and conditions of employment will expressly be excluded from this employment contract, with the exception of those provisionswhich fall within the scope of employer’s power to instruct, or if expressly agreed otherwise in this contract.Article 15 Partner Policies concerning termination1. The parties will aim and strive to create a situation in which, after the termination of this contract, all activities will be executed in accordance with theworldwide Partner Policies as these are currently in effect, or will be in effect in the future, and as are known to the employee via the Partner PoliciesDatabase.2. The parties state in advance by express agreement that it is reasonable and fair, with a view to the nature of this contract and the framework in which it isconcluded, that the financial settlement be restricted to a settlement based on the worldwide Partner Policies as these currently apply or will apply in thefuture to the employee, and as are known to the employee via the Partner Policies Database, and that the employee will have no other claims vis−à−vis theemployer relating to the completion of this contract.Article 16 Data Privacy1. The employee hereby confirms he has read the Accenture Privacy Policy (hereinafter referred to as ‘the policy’). The employee grants permission for hispersonal data to be processed in accordance with this policy.

2. The employee grants permission(a) for his personal data to be processed for the purposes as defined in the policy; and(b) for the employee’s personal data, as kept by Accenture, to be transferred to other employeesand offices of Accenture’s worldwide organization or to third parties, if such transfer is requiredby Accenture’s organization or by mandatory law.3. During his career, the employee will treat all personal data to which he has access in accordance with the policy or any other Accenture procedures andarrangements that may apply. The employee will use such personal data for no purpose other than in relation to, and as required for, his work for Accenture.Article 17 Applicable lawThis contract is subject to Dutch law.Article 18 ArbitrationAny disputes relating to, or arising from, this contract or any other agreements that might arise from this contract, will be settled exclusively on the basis ofarbitration by arbiters in New York, in accordance with the Rules of Arbitration of the International Chamber of Commerce.Article 19 Other stipulations1. Changes to this contract will only have effect if the contents are stated in writing and signed by both parties.2. References expressed in this contract through the masculine pronouns ‘he/him/his’ will be interpreted as including the corresponding feminine pronouns‘she/her’.Thus agreed upon and drawn up in duplicate at Amsterdam on May 1, 2001.Accenture

APPENDIX A

Exhibit 21.1Subsidiaries of the Registrant

Certain subsidiaries of the Registrant and their subsidiaries are listed below. The names of certain subsidiaries, which considered in the aggregate wouldnot constitute a significant subsidiary, have been omitted.

Name Country of Organization

Sistemes Consulting S.A AndorraAccenture SRL ArgentinaAccenture Technology Solutions Pty Ltd AustraliaAccenture Australia Holdings Pty Ltd AustraliaAccenture HR Services (Australia) Ltd AustraliaDiversiti Pty Ltd AustraliaAvanade Australia Pty Ltd AustraliaNavitaire Australia Pty Ltd AustraliaAccenture GmbH AustriaAccenture S.A.\N.V. BelgiumAccenture Technology Solutions NV/ SA BelgiumAccenture Technology Ventures S.P.R.L BelgiumAvanade Belgium S.P.R.L BelgiumPartners Security Ltd BermudaAccenture Australia Ltd BermudaAccenture Australia(1) Ltd BermudaAccenture Australia(2) Ltd BermudaAccenture Australia(3) Ltd BermudaBlue Insurance Ltd BermudaENMAX Technology Bolivia S.A. BoliviaAccenture (Botswana) (PTY) Ltd BotswanaAccenture do Brasil Ltda BrazilAccenture Technology Solutions Ltda BrazilAvanade do Brasil Ltda BrazilAccenture Serviços de Suporte de Negócios Ltda BrazilAccenture Canada Holdings Inc. Canada1021904 Ontario Limited CanadaAccenture Inc CanadaAccenture Technology Solutions — Canada, Inc. Canada

Also known as Solutions technologiques Accenture — Canada, Inc.Accenture Business Services of British Columbia Limited Partnership CanadaAccenture Business Services for Utilities Inc CanadaAccenture Business Services General Partner Inc. CanadaAccenture Nova Scotia Unlimited Liability Co. CanadaAvanade Canada Inc. CanadaNavitaire Canada Corporation CanadaAccenture Chile Asesorias y Servicios Ltda Chile

Name Country of Organization

Accenture (Shanghai) Co Ltd ChinaAccenture Technology Solutions (Dalian) Co Ltd ChinaGuangzhou Bao Zhe Information Consulting Co Ltd ChinaAccenture Ltda ColombiaAccenture Services s.r.o Czech RepublicAccenture Technology Solutions s.r.o Czech RepublicAccenture Denmark I/ S DenmarkAccenture Australia Holdings ApS DenmarkAccenture Technology Solutions A/ S DenmarkAvanade Denmark ApS DenmarkAccenture Denmark II ApS DenmarkENMAX Technology Ecuador SA EcuadorAccenture Egypt LLC EgyptAccenture Oy FinlandAccenture Technology Solutions Oy FinlandAccenture Services Oy FinlandAvanade Finland Oy FinlandAccenture SAS FranceAccenture Technology Solutions SAS FranceInVita SAS FranceAvanade France SAS FranceS.A.V. (Solution pour L’Assurance Vie) SAS FranceAccenture Holdings SAS FranceAccenture Services SAS FranceAccenture GmbH GermanyAccenture Management GmbH GermanyAccenture Holding GmbH & Co. KG GermanyAccenture Dienstleistungen GmbH GermanyAccenture Industry Services GmbH GermanyAccenture Services GmbH GermanyAccenture Technology Solutions GmbH GermanyAccenture Services für Kreditinstitute GmbH GermanyAccenture Services für Human Resources GmbH GermanyAvanade Deutschland GmbH GermanyATV eMillenuim Beteiligung GmbH GermanyAccenture Finance (Gibraltar) Ltd GibraltarAccenture Finance (Gibraltar) II Ltd GibraltarAccenture Finance (Gibraltar) III Ltd GibraltarAccenture Minority III Ltd GibraltarAccenture Minority IV Ltd GibraltarAccenture Minority V Ltd GibraltarAccenture Technology Ventures (Gibraltar) Ltd GibraltarAccenture PLC GibraltarAccenture Symvouleftiki S.A. Greece

Name Country of Organization

Accenture BPM S.A. GreeceAccenture Co Ltd Hong KongAccenture Technology Solutions (HK) Co. Ltd. Hong KongAvanade Hong Kong Ltd Hong KongAccenture Tanacsado Korlatolt Felelossegu Tarsasag KFT Hungary(Also known as Accenture KFT)Accenture India Private Ltd IndiaAccenture Services Private Ltd IndiaAvanade India Consulting Private Ltd IndiaP.T. Accenture IndonesiaAccenture IrelandAccenture European Service Center Ltd IrelandAccenture Technology Solutions IrelandAccenture IOM 1 Company Limited Isle of ManAccenture IOM 2 Company Limited Isle of ManAccenture Ltd IsraelAccenture SpA ItalyAccenture Technology Solutions SRL ItalyAccenture Outsourcing SRL ItalyAccenture Insurance Services SpA ItalyArthis SpA ItalyAccenture Insurance Services and Systems SpA ItalyAccenture HR Services SpA/ TESS SpA ItalyAvanade Italy SRL ItalyAccenture Japan Ltd JapanAccenture Technology Solutions Japan KK JapanProquire KK JapanAvanade Japan KK JapanAccenture S.A. LuxembourgAccenture S.C.A. LuxembourgAccenture International Sarl LuxembourgAccenture Minority III Norway 1 S.C.A. LuxembourgAccenture Minority III Norway 2 S.C.A. LuxembourgAccenture International Capital SCA LuxembourgAccenture Sdn. Bhd MalaysiaAccenture Technology Solutions Sdn. Bhd MalaysiaAccenture Solutions Sdn Bhd MalaysiaAvanade Malaysia Sdn Bhd MalaysiaAccenture Mauritius Ltd MauritiusAccenture (Mauritius) Onshore Ltd MauritiusBeaumont Development Centre Holding Ltd MauritiusAccenture S.C MexicoAccenture BPO, S.A. de C.V. MexicoAccenture Technology Solutions S.C Mexico

Name Country of Organization

Accenture Service Centre Morocco SA MoroccoAccenture Holdings B.V NetherlandsAccenture Branch Holdings B.V NetherlandsAccenture Services B.V NetherlandsAccenture Finance B.V NetherlandsAccenture Properties(2) B.V NetherlandsEchitaa Properties B.V NetherlandsAccenture India Holdings B.V NetherlandsAccenture Middle East B.V NetherlandsAccenture Central Europe B.V NetherlandsAccenture Greece B.V NetherlandsAccenture Australia Holding B.V NetherlandsAccenture Korea BV NetherlandsAccenture Technology Ventures B.V NetherlandsAccenture Participations B.V NetherlandsAccenture Minority I B.V NetherlandsAccenture B.V NetherlandsAccenture Technology Solutions B.V NetherlandsAccenture Insurance Services BV NetherlandsAvanade Netherlands BV NetherlandsPartners Technology Mexico Holdings BV NetherlandsAccenture Business Services BV NetherlandsAccenture NZ Limited New ZealandAccenture Ltd NigeriaAccenture A.N.S NorwayAvanade Norway AS NorwayAccenture Inc PhilippinesAccenture Healthcare Processing Inc. PhilippinesAccenture Sp. z.o.o PolandAccenture Services Sp. z.o.o PolandAccenture Consultores de Gestao S.A. PortugalCoritel Solucoes Informaticas Integradas S.A. PortugalAccenture Services S.r.l RomaniaAccenture OOO RussiaAccenture Pte Ltd SingaporeAccenture Technology Solutions Pte Ltd SingaporeAvanade Asia Pte Ltd SingaporeAccenture s.r.o Slovak RepublicAccenture Services s.r.o Slovak RepublicAccenture Technology Solutions — Slovakia s.r.o Slovak RepublicAccenture (South Africa) Pty Ltd South AfricaAccenture Services (South Africa) Pty Ltd South AfricaAccenture Technology Solutions Pty Ltd South AfricaAccenture Africa Ltd South Africa

Name Country of Organization

Accenture Technology Infrastructure Services Pty Ltd South AfricaAccenture Yuhan Hoesa, also known as Accenture Ltd South KoreaAccenture Technology Solutions Ltd South KoreaAccenture S.L SpainAccenture (Iberia) Holdings SL SpainCoritel S.A. SpainIntegration Services S.A. SpainAlnova Technologies Corporation S.A. SpainBusiness Process Management S.A. SpainAccenture Formacion Sociedad Civil SpainAvanade Spain SL SpainCustomerWorks Europe SL SpainEnerguiaweb SL SpainNetpersonas SL SpainAccenture AB SwedenAccenture Services AB SwedenAccenture Technology Solutions AB SwedenAvanade Sweden AB SwedenAccenture AG SwitzerlandAccenture Technology Solutions AG SwitzerlandAccenture Holding GmbH SwitzerlandAccenture Global Services GmbH SwitzerlandAccenture Finance GmbH SwitzerlandAccenture Finance II GmbH SwitzerlandAccenture Services GmhH SwitzerlandCPGmarket.com S.A. SwitzerlandAvanade Schweitz GmbH SwitzerlandAccenture Co Ltd TaiwanAccenture Solutions Co Ltd ThailandAccenture Co Ltd. ThailandAccenture Technologies Co Ltd ThailandAccenture Technology Solutions (Thailand) Ltd ThailandAvanade (Thailand) Co Ltd ThailandAccenture Danismanlik Limited Sirketi TurkeyAccenture BPM is Yonetimi Limited Sirketi TurkeyAccenture Ukraine LLC UkraineAccenture (UK) Ltd United KingdomAvanade UK Ltd United KingdomAvanade Europe Holdings Ltd United KingdomAvanade Europe Services Ltd United KingdomImagine Broadband Ltd United KingdomThe Accenture Group United KingdomAccenture Services Ltd United KingdomAccenture Technology Solutions Ltd United Kingdom

Name Country of Organization

Accenture HR Services Inc. United KingdomAccenture Development Partnerships United KingdomNavitaire (UK) Ltd United KingdomMedia Audits Ltd United KingdomAccenture LLP United StatesAccenture Inc United StatesAccenture LLC United StatesAccenture Capital Inc. United StatesAccenture Sub Inc. United StatesAccenture Financial Corporation United StatesAvanade Inc United StatesAvanade International Corporation United StatesAvanade Holdings LLC United StatesDigital Asset Management Co. United StatesMaple Insurance Inc United StatesNavitaire Inc United StatesNavitaire International Inc United StatesProquire LLC United StatesAccenture National Security Services LLC United StatesAccenture Relocation Services LLC United StatesAccenture HR Services Inc United StatesAccenture Technology Solutions Inc. United StatesAccenture BPO Services LLC United StatesAccenture Indiana LLC United StatesMedia Audits North America United StatesAccenture C.A. Venezuela

Exhibit 23.1Consent of Independent Registered Public Accounting Firm

The Board of Directors and ShareholdersAccenture Ltd: We consent to the incorporation by reference in the registration statements (Nos. 333−127248, 333−112854 and 333−104628) on Form S−3 and(No. 333−65376) on Form S−8 of Accenture Ltd of our reports dated October 18, 2006, with respect to the consolidated balance sheets of Accenture Ltd asof August 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for eachof the years in the three−year period ended August 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as ofAugust 31, 2006 and the effectiveness of internal control over financial reporting as of August 31, 2006, which reports appear in the August 31, 2006 annualreport on Form 10−K of Accenture Ltd. Our report states that the Company, as of September 1, 2005, changed its method of accounting for share−based compensation awards.

/s/ KPMG LLPChicago, IllinoisOctober 18, 2006

Exhibit 23.2Consent of Independent Registered Public Accounting Firm

The Board of Directors and ShareholdersAccenture Ltd: We consent to the incorporation by reference in the registration statements (Nos. 333−127248, 333−112854 and 333−104628) on Form S−3 and(No. 333−65376) on Form S−8 of Accenture Ltd of our report dated October 18, 2006 relating to the statements of financial condition of the Accenture Ltd2001 Employee Share Purchase Plan as of August 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of theyears in the three−year period ended August 31, 2006, which report appears in the August 31, 2006 annual report on Form 10−K of Accenture Ltd.

/s/ KPMG LLPChicago, IllinoisOctober 18, 2006

Exhibit 31.1CHIEF EXECUTIVE OFFICER CERTIFICATION

I, William D. Green, Chief Executive Officer of Accenture Ltd (the “Registrant”), certify that: 1. I have reviewed this Annual Report on Form 10−K of the Registrant for the fiscal year ended August 31, 2006 (this “Annual Report”) as filed with theSecurities and Exchange Commission on the date hereof; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this AnnualReport; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a−15(f) and 15d−15(f))for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Annual Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

d) Disclosed in this Annual Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’sfourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financialreporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controlover financial reporting.

/s/ William D. Green

William D. GreenChief Executive Officer of Accenture Ltd

(principal executive officer)Dated: October 18, 2006

Exhibit 31.2CHIEF FINANCIAL OFFICER CERTIFICATION

I, Michael G. McGrath, Chief Financial Officer of Accenture Ltd (the “Registrant”), certify that: 1. I have reviewed this Annual Report on Form 10−K of the Registrant for the fiscal year ended August 31, 2006 (this “Annual Report”) as filed with theSecurities and Exchange Commission on the date hereof; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this AnnualReport; 3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a−15(e) and 15d−15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a−15(f) and 15d−15(f))for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Annual Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

d) Disclosed in this Annual Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’sfourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financialreporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controlover financial reporting.

/s/ Michael G. McGrath

Michael G. McGrathChief Financial Officer of Accenture Ltd

(principal financial officer)Dated: October 18, 2006

Exhibit 32.1Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,As Adopted Pursuant to Section 906 of the Sarbanes−Oxley Act of 2002

In connection with the Annual Report of Accenture Ltd (the “Company”) on Form 10−K for the year ended August 31, 2006 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, William D. Green, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.§1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William D. Green

William D. GreenChief Executive Officer of Accenture Ltd

(principal executive officer)Dated: October 18, 2006

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting thesignature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company andwill be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,As Adopted Pursuant to Section 906 of the Sarbanes−Oxley Act of 2002

In connection with the Annual Report of Accenture Ltd (the “Company”) on Form 10−K for the year ended August 31, 2006 as filed with the Securitiesand Exchange Commission on the date hereof (the “Report”), I, Michael G. McGrath, Chief Financial Officer of the Company, certify, pursuant to18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael G. McGrath

Michael G. McGrathChief Financial Officer of Accenture Ltd

(principal financial officer)Dated: October 18, 2006

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting thesignature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company andwill be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 99.1REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants of the Accenture Ltd 2001 Employee Share Purchase Plan and the Compensation Committee of the Board of Directors ofAccenture Ltd: We have audited the accompanying statements of financial condition of the Accenture Ltd 2001 Employee Share Purchase Plan (the “Plan”) as ofAugust 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of the years in the three−year period endedAugust 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financialstatements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Accenture Ltd 2001Employee Share Purchase Plan as of August 31, 2006 and 2005, and the changes in its financial status for each of the years in the three−year period endedAugust 31, 2006, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLPChicago, IllinoisOctober 18, 2006

ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLANSTATEMENTS OF FINANCIAL CONDITION

August 31, 2006 and 2005

2006 2005

Contributions receivable $ 49,934,071 $ 52,141,973

Plan equity $ 49,934,071 $ 52,141,973

The accompanying notes are an integral part of these financial statements.

ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLANSTATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY

For the Years Ended August 31, 2006, 2005 and 2004

2006 2005 2004

Participant contributions $ 158,250,884 $ 180,516,283 $ 146,240,708Participant withdrawals (9,573,269) (9,315,040) (7,718,721)Purchases of Accenture Ltd Class A common shares (150,885,517) (168,639,514) (134,229,204)

Net additions/(reductions) $ (2,207,902) $ 2,561,729 $ 4,292,783

Plan equity at beginning of year 52,141,973 49,580,244 45,287,461

Plan equity at end of year $ 49,934,071 $ 52,141,973 $ 49,580,244

The accompanying notes are an integral part of these financial statements.

ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLANNOTES TO FINANCIAL STATEMENTS

1. PLAN DESCRIPTION The following description of the Accenture Ltd 2001 Employee Share Purchase Plan (the “Plan”) is provided for general information purposes.Participants in the Plan should refer to the Plan document for more detailed and complete information.General Under the Plan, which was approved by the shareholders of Accenture Ltd (the “Company”) at their June 5, 2001 meeting and approved andsubsequently amended by the Board of Directors (the “Board”) on June 6, 2001 and September 4, 2001, respectively, the Company is authorized to issue ortransfer up to 75,000,000 Class A common shares (“Shares”) of the Company. The Plan is administered by the Compensation Committee of the Board (the“Committee”), which may delegate its duties and powers in whole or in part as it determines, provided, however, that the Board may, in its sole discretion,take any action designated to the Committee under the Plan as it may deem necessary. The Company pays all expenses of the Plan. The Shares may consist,in whole or in part, of unissued Shares or previously issued Shares, which have been reacquired. The Plan provides eligible employees of the Company or of a participating subsidiary with an opportunity to purchase Shares at a purchase priceestablished by the Committee, which shall in no event be less than eighty−five percent of the fair market value of a Share on the purchase date. The “fair market value” on a given date is defined as the arithmetic mean of the high and low prices of the Shares as reported on such date on thecomposite tape of the principal national securities exchange on which the Shares are listed or admitted to trading, or, if no sale of Shares shall have beenreported on the composite tape of any national securities exchange on such date, then the immediately preceding date on which sales of the Shares havebeen so reported or quoted shall be used. In general, employees of the Company or a participating subsidiary are eligible to participate in the Plan, except that the Committee may excludeemployees (either generally or by reference to a subset thereof) (1) whose customary employment is for less than five months per calendar year or less than20 hours per week; (2) who own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or anysubsidiary; or (3) who are highly compensated employees under the Internal Revenue Code of 1986, as amended (the “Code”). The Plan does not currentlyqualify as an “employee stock purchase plan” under Section 423 of the Code and therefore receipt of the Shares will be a taxable event to the participant.The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.Contributions Payroll deductions will generally be made from the compensation paid to each participant for each offering period in such whole percentages not toexceed 10% as elected by the participant (up to a per participant maximum of $7,500 per offering period), provided that no participant will be entitled topurchase, during any calendar year, Shares with an aggregate value in excess of $25,000. A participant cannot change the rate of payroll deductions once anoffering period has commenced. The Committee has specified procedures by which a participant may increase or decrease the rate of payroll deductions forsubsequent offering periods. All payroll

ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLANNOTES TO FINANCIAL STATEMENTS

deductions made with respect to a participant are credited to the participant’s payroll deduction account under the Plan and are deposited with the generalfunds of the Company. All funds of participants received or held by the Company under the Plan before purchase or issuance of the Shares are held withoutliability for interest or other increment. Offering periods in fiscal 2006 included six−month periods ended November 1, 2005 and May 1, 2006. The currentoffering period commenced on May 2, 2006 and will end on November 1, 2006.Share Purchases As soon as practicable following the end of each offering period, the number of Shares purchased by each participant is deposited into a brokerageaccount established in the participant’s name. Dividends that are declared on the Shares held in the brokerage account are paid in cash or reinvested. Asummary of information with respect to share purchases was as follows:

Number ofNumber of Shares Purchase

OfferingPeriodEnded

Participants Purchased Price

May 1, 2006 27,849 2,961,370 $ 24.99November 1, 2005 28,301 3,445,071 $ 22.31May 1, 2005 30,318 5,098,542 $ 18.48November 1, 2004 26,252 3,686,297 $ 20.18May 1, 2004 24,627 3,385,425 $ 20.05November 1, 2003 23,781 4,749,267 $ 13.97

Withdrawal Participants may withdraw from an offering period or the Plan under the terms and conditions as established by the Committee. Upon a participant’swithdrawal, all accumulated payroll deductions in that participant’s Plan account are returned without interest, as permitted by applicable law, and theparticipant is not entitled to any Shares with respect to the applicable offering period. The participant may be permitted to participate in subsequent offeringperiods pursuant to the terms and conditions determined by the Committee. A participant shall cease to participate in the Plan upon termination ofemployment for any reason. In general, all payroll deductions are repaid without interest, as permitted by applicable law, to the former participant or theformer participant’s beneficiary.Adjustments The number of Shares issued or reserved pursuant to the Plan (or pursuant to outstanding awards) is subject to adjustment on account of share splits,share dividends and other changes in the Shares. In the event of a change in control of the Company, the Committee may take any actions it deemsnecessary or desirable with respect to any option as of the date of consummation of the change in control.Plan Amendment and Termination The Board may amend, alter or discontinue the Plan, provided, however, that no amendment, alteration or discontinuation will be made that wouldincrease the number of Shares authorized for the Plan or, without a participant’s consent, would impair the participant’s rights and obligations under

ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLANNOTES TO FINANCIAL STATEMENTS

the Plan. The Plan shall terminate upon the earliest of (1) the termination of the Plan by the Board; (2) the issuance of all of the Shares reserved for issuanceunder the Plan; or (3) the tenth anniversary of the effective date of the Plan.

2. BASIS OF PRESENTATION The accompanying financial statements have been prepared on the accrual basis of accounting. The preparation of financial statements in conformitywith generally accepted accounting principles requires the Plan’s management to use estimates and assumptions that affect the accompanying financialstatements and disclosures. Actual results could differ from these estimates. At August 31, 2006, Contributions Receivable represents payroll deductions from participants with respect to the offering period beginning May 2, 2006and ending November 1, 2006. These payroll deductions are held by Accenture Ltd and/or its affiliates. Plan equity represents net assets available for future share purchases or participant withdrawals.

EXHIBIT V

DEFINITIVE PROXY STATEMENT, FILED BY ACCENTURE LTD WITH THE SEC ON

DECEMBER 21, 2005 (WITH RESPECT TO ACENTURE LTD'S BOARD COMMITTEES

AND CORPORATE GOVERNANCE)

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934

Filed by the Registrant TFiled by a Party other than the Registrant £Check the appropriate box:

£ Preliminary Proxy Statement

£ Confidential, for Use of the Commission Only (as permitted by Rule 14a−6(e)(2))

T Definitive Proxy Statement

£ Definitive Additional Materials

£ Soliciting Material Pursuant to §240.14a−12

Accenture Ltd(Name of Registrant As Specified In Its Charter)

None(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

T No fee required.

£ Fee computed on table below per Exchange Act Rules 14a−6(i)(1) and 0−11.1) Title of each class of securities to which transaction applies:2) Aggregate number of securities to which transaction applies:3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0−11 (set forth the amount on which the filing

fee is calculated and state how it was determined):4) Proposed maximum aggregate value of transaction:5) Total fee paid:

£ Fee paid previously with preliminary materials.

£ Check box if any part of the fee is offset as provided by Exchange Act Rule 0−11(a)(2) and identify the filing for which the offsetting fee was paidpreviously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.1) Amount Previously Paid:2) Form, Schedule or Registration Statement No.:3) Filing Party:4) Date Filed:

William D. GreenChief Executive Officer

December 29, 2005

Dear Fellow Shareholder:

You are cordially invited to attend the 2006 Annual General Meeting of Shareholders (the “Annual Meeting”), which willbe held at 10:00 a.m., local time, on February 1, 2006, at Accenture’s Reston, Virginia office located at 11951 FreedomDrive, Reston, Virginia 20190, USA.

At this year’s meeting, you will vote on the appointment of two directors and the re−appointment of KPMG LLP as ourindependent auditors and authorization of the Audit Committee of the Board to determine their remuneration. In addition,the audited consolidated financial statements of Accenture Ltd and its subsidiaries for the fiscal year ended August 31,2005 will be received at the Annual Meeting.

Our Board of Directors has nominated the director nominees and has made the proposal to re−appoint KPMG LLP. TheBoard of Directors recommends that you vote for the appointment of each director nominee, and for the re−appointmentof KPMG LLP as our independent auditors and authorization of the Audit Committee of the Board to determine theirremuneration.

Your vote is very important to the Company. We urge you to read the accompanying materials regarding the matters to bevoted on at the Annual Meeting and to submit your voting instructions by proxy. You may submit your proxy either byreturning the enclosed proxy card or by submitting your proxy over the telephone or the Internet. If you submit your proxybefore the meeting but later decide to attend the meeting in person, you may still vote in person at the meeting.

In addition, I strongly encourage you to sign up to receive your future Accenture shareholder materials electronically,which will help us to conserve natural resources and reduce our production and distribution costs. If you wish to receivethese materials electronically next year, please follow the instructions on the enclosed proxy card.

Please let us know whether you plan to attend the Annual Meeting, as indicated in your proxy instructions. Please notethat if your shares are held in a name other than your own (for example, if your shares are held by a broker in “streetname”), then you must take certain steps, described in the proxy statement, in order to be admitted into the meeting.

Thank you for your continued support.

WILLIAM D. GREENChief Executive Officer

NOTICE OF THE 2006 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To our Shareholders:

You are hereby notified that the 2006 Annual General Meeting of Shareholders of Accenture Ltd will be held at 10:00 a.m.,local time, on February 1, 2006, at our Reston, Virginia office located at 11951 Freedom Drive, Reston, Virginia 20190, USA, toreceive the report of our independent auditors and the financial statements for our fiscal year ended August 31, 2005, and to voteupon the following proposals:

1. to appoint Dina Dublon and William D. Green as Class II directors, each for a term expiring at our annual generalmeeting of shareholders in 2009;

2. to re−appoint KPMG LLP as independent auditors of Accenture Ltd for a term expiring at our annual general meetingof shareholders in 2007 and to authorize the Audit Committee of the Board to determine their remuneration; and

3. to transact any other business that may properly come before the meeting and any adjournment or postponement of themeeting.

The Board has set December 5, 2005 as the record date for the meeting. This means that only those persons who wereregistered holders of Accenture Ltd’s Class A common shares or Class X common shares at the close of business on that recorddate will be entitled to receive notice of the meeting and to attend and vote at the meeting.

By order of the Board of Directors,

DOUGLAS G. SCRIVNERGeneral Counsel and Secretary

December 29, 2005

PLEASE SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET,

OR BY MARKING, SIGNING, DATING AND RETURNING A PROXY CARD.

We encourage you to permit us to send you shareholder communications

electronically. You can find more information on receiving thesecommunications electronically in the “Electronic Delivery of Shareholder

Communications” section on page 30 of the accompanying proxy statement.

TABLE OF CONTENTS

Page

GENERAL INFORMATION 1ABOUT THE ANNUAL MEETING 2PROPOSAL NO. 1− APPOINTMENT OF DIRECTORS 5BOARD AND CORPORATE GOVERNANCE MATTERS 6REPORTS OF THE COMMITTEES OF THE BOARD 13

Report of the Audit Committee 13Report of the Compensation Committee on Executive Compensation 15Report of the Nominating & Governance Committee 18Report of the Finance Committee 19

PROPOSAL NO. 2− RE−APPOINTMENT OF INDEPENDENT AUDITORS 20INDEPENDENT AUDITORS' FEES AND OTHER MATTERS 21COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS 22SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 25PERFORMANCE GRAPH 26BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS 27BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT OF ANY CLASS

OF VOTING SECURITIES 29SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS 29INCORPORATION BY REFERENCE 30SUBMITTING YOUR PROXY BY TELEPHONE OR VIA THE INTERNET 30ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS 30HOUSEHOLDING OF SHAREHOLDER DOCUMENTS 31

PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors (the “Board”) of Accenture Ltd (the “Company”) is soliciting your proxy for use at the 2006 AnnualGeneral Meeting of Shareholders (the “Annual Meeting”) to be held on February 1, 2006. These proxy materials are first beingsent to shareholders beginning on or about December 29, 2005.

Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations. As ofAugust 31, 2005, we had more than 123,000 employees based in 48 countries and revenues before reimbursements of more than$15.5 billion for fiscal 2005. We operate globally with one common brand and business model designed to enable us to provideclients around the world with the same high level of service.

Accenture Ltd maintains its registered office in Bermuda at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.Our telephone number in Bermuda is +1 441−296−8262. You may contact our Investor Relations Group by telephone in theUnited States and Puerto Rico at 1−877−ACN−5659 (1−877−226−5659) and outside the United States and Puerto Rico at+1 703−797−1711, or by mail to Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105USA.

Our website address is www.accenture.com. We make available free of charge on the Investor Relations section of our website(http://investor.accenture.com) our Annual Report on Form 10−K, Quarterly Reports on Form 10−Q, Current Reports onForm 8−K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with orfurnished to the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. Wealso make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including ourproxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of BusinessEthics, our Corporate Governance Guidelines and the charters of each of the Board’s committees. You may request any of thesematerials and information in print by contacting our Investor Relations Group. We do not intend for information contained in ourwebsite to be part of this proxy statement.

You also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,Washington, DC, 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at1−800−SEC−0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and informationstatements, and other information regarding issuers that file electronically with the SEC.

We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture Ltd and itssubsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31.

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ABOUT THE ANNUAL MEETING

Date, Time and Place of the Annual Meeting

We will hold the Annual Meeting at 10:00 a.m., local time, on February 1, 2006, at our Reston, Virginia office located at11951 Freedom Drive, Reston, Virginia 20190, USA, subject to any adjournments or postponements.

Who Can Vote; Votes Per Share

The Board has set December 5, 2005 as the record date for the Annual Meeting. All persons who were registered holders ofAccenture Ltd’s Class A common shares or Class X common shares at the close of business on that date are shareholders ofrecord for the purposes of the Annual Meeting and will be entitled to vote at the Annual Meeting. As of the close of business onthat date, there were 607,731,830 Class A common shares outstanding (which includes 39,123,882 shares held by subsidiaries ofAccenture) and 281,919,792 Class X common shares outstanding. Class A common shares held by our subsidiaries will be votedin a manner that will have no impact on the outcome of any vote of the shareholders of Accenture Ltd.

Each shareholder of record will be entitled to one vote per Class A common share and one vote per Class X common share oneach matter submitted to a vote of shareholders, so long as those votes are represented at the Annual Meeting, either in person orby proxy. Holders of Class A common shares and Class X common shares will vote together, and not as separate classes, on allmatters being considered at the Annual Meeting. Your shares will be represented if you attend and vote at the Annual Meeting orif you submit a proxy.

How to Vote; Submitting Your Proxy; Revoking Your Proxy

You may vote your shares either by voting in person at the Annual Meeting or by submitting a completed proxy. Bysubmitting your proxy, you are legally authorizing another person to vote your shares. The enclosed proxy designates William D.Green, Michael G. McGrath and Douglas G. Scrivner to vote your shares in accordance with the voting instructions you indicatein your proxy.

If you submit your proxy designating William D. Green, Michael G. McGrath and Douglas G. Scrivner as the individualsauthorized to vote your shares, but you do not indicate how your shares are to be voted, then your shares will be voted by thoseindividuals in accordance with the Board’s recommendations, which are described in this proxy statement. In addition, if anyother matters are properly brought up at the Annual Meeting (other than the proposals contained in this proxy statement), theneach of these individuals will have the authority to vote your shares on those matters in accordance with his discretion andjudgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposalscontained in this proxy statement.

You may submit your proxy either by mail, by telephone (at the number set forth in the accompanying proxy materials) or viathe Internet (www.cesvote.com). Please let us know whether you plan to attend the Annual Meeting by marking the appropriatebox on your proxy card or by following the instructions provided when you submit your proxy by telephone or via the Internet. Inorder for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive yourmailed proxy by 5:00 p.m., Eastern Standard Time, on January 31, 2006 (January 27, 2006 for Accenture employees who aresubmitting proxies for shares received through our employee plans and held by Smith Barney). If you submit your proxy bytelephone or via the Internet, then you may submit your voting instructions up until 11:59 p.m., Eastern Standard Time, onJanuary 31, 2006 (January 27, 2006 for Accenture employees who are submitting proxies for shares received through ouremployee plans and held by Smith Barney).

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Your proxy is revocable. After you have submitted your proxy, you may revoke it by mail before the Annual Meeting bysending a written notice to our General Counsel and Secretary at 1661 Page Mill Road, Palo Alto, California, 94304, USA. Yournotice must be received no later than one hour prior to the beginning of the Annual Meeting. If you wish to revoke your submittedproxy card and submit new voting instructions by mail, then you must sign, date and mail a new proxy card with your new votinginstructions, which we must receive by 5:00 p.m., Eastern Standard Time, on January 31, 2006 (January 27, 2006 for Accentureemployees who are submitting proxies for shares received through our employee plans and held by Smith Barney). If yousubmitted your proxy by telephone or via the Internet, you may revoke your submitted proxy and/or submit new votinginstructions by that same method, which must be received by 11:59 p.m., Eastern Standard Time, on January 31, 2006(January 27, 2006 for Accenture employees who are submitting proxies for shares received through our employee plans and heldby Smith Barney). You also may revoke your proxy in person and vote your shares at the Annual Meeting. Attending the AnnualMeeting without taking one of the actions above will not revoke your proxy.

Your vote is very important to the Company. If you do not plan to attend the Annual Meeting, we encourage you to read theenclosed proxy statement and submit your completed proxy prior to the Annual Meeting so that your shares will be representedand voted in accordance with your instructions.

If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a“nominee”), then your name will not appear in Accenture Ltd’s register of shareholders. Those shares are held in your nominee’sname, on your behalf, and your nominee will be entitled to vote your shares. This applies to our employees who received, throughour employee plans, shares that are held by Smith Barney and/or UBS Financial Services Inc. In order for you to attend theAnnual Meeting, you must bring a letter or account statement showing that you beneficially own the shares held by the nominee.Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your nominee. Rather, you shouldsubmit your proxy, which will instruct your nominee how to vote those shares on your behalf.

Quorum and Voting Requirements

In order to establish a quorum at the Annual Meeting, there must be at least two shareholders represented at the meeting, eitherin person or by proxy, who have the right to attend and vote at the meeting, and who hold shares representing more than50 percent of the votes that may be cast by all shareholders of record. For purposes of determining a quorum, abstentions andbroker “non−votes” are counted as represented. A “non−vote” occurs when a nominee (such as a broker) holding shares for abeneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power forthat proposal and has not received instructions from the beneficial owner on how to vote those shares.

For each of the proposals being considered at the Annual Meeting, approval of the proposal requires the affirmative vote of amajority of the votes cast. There is no cumulative voting in the appointment of directors. The appointment of each directornominee will be considered and voted upon as a separate proposal. Abstentions and broker “non−votes” will not affect the votingresults. If the proposal for the appointment of a director nominee does not receive the required majority of the votes cast, then thedirector will not be appointed and the position on the Board of Directors that would have been filled by the director nominee willbecome vacant. The Board has the ability to fill the vacancy upon the recommendation of its Nominating & GovernanceCommittee, in accordance with Accenture’s bye−laws, but that director would be subject to appointment by Accenture Ltd’sshareholders at the next following annual general meeting of shareholders.

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Proxy Solicitation

Accenture Ltd will bear the costs of soliciting proxies from the holders of our Class A common shares and Class X commonshares. We are initially soliciting these proxies by mail and e−mail, but our directors, officers and selected other Accentureemployees may also solicit proxies by telephone, e−mail or by other means of communication. These persons who help us in thesolicitation will not be specially compensated for those services, but they may be reimbursed for their out−of−pocket expensesincurred in connection with the solicitation. Brokerage houses, nominees, fiduciaries and other custodians will be requested toforward soliciting materials to beneficial owners and will be reimbursed for their reasonable out−of−pocket expenses incurred insending proxy materials to beneficial owners. National City Bank, our U.S. branch transfer agent, has agreed to send arepresentative to act as our Inspector of Election at the Annual Meeting and to assist us in tabulating the votes.

2005 Audited Financial Statements

At the Annual Meeting, we will present the audited consolidated financial statements for our fiscal year ended August 31,2005. Copies of these financial statements are included in our Annual Report on Form 10−K, which we are delivering to you withthis proxy statement. You may also access these materials through our website at http://investor.accenture.com.

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PROPOSAL NO. 1— APPOINTMENT OF DIRECTORS

The Board currently has 11 members, who are divided into three classes based upon the cycle of their respective terms inoffice. At each annual general meeting of shareholders, the appointment of the directors constituting one class of Boardmembership expires, and the shareholders vote at that meeting to appoint the directors nominated for these Board positions, eachto hold office for a three−year term.

In 2006, the terms of our four Class II directors will expire. In addition to the terms of the two Board−proposed directornominees, the terms of Carlos Vidal and Steven A. Ballmer will expire at the Annual Meeting. To further the Board’scommitment to maintain a majority of independent directors and to finish the planned phase−out of senior executive nominationsof Board candidates, the Nominating & Governance Committee decided, with the agreement of Mr. Vidal, not to recommendMr. Vidal’s appointment for a subsequent term. Mr. Vidal remains a senior executive of the Company. In addition, given othercommitments and demands on his time, Mr. Ballmer has advised the Board that he will be unable to serve for an additional term.Consequently, the Nominating & Governance Committee decided, with the agreement of Mr. Ballmer, not to recommend hisappointment for a subsequent term. The Board wishes to recognize and thank both Mr. Vidal and Mr. Ballmer for their significantcontributions and service as members of the Board.

At this time, the Board has not proposed any director nominees other than the two director nominees identified below,although the Nominating & Governance Committee is continuing a search for one or more additional directors. The Board mayappoint additional directors, in accordance with Accenture’s bye−laws, upon the recommendation of the Nominating &Governance Committee and subject to appointment by Accenture Ltd’s shareholders at the next annual general meeting ofshareholders. In addition, the Board has the authority under the bye−laws to establish the size of the Board, so long as the numberof directors remains within the range specified in the bye−laws (currently no less than eight nor more than 15).

Proxies cannot be voted for a greater number of persons than the number of nominees named.

Class II Directors

All four Class II directorships expire at this year’s Annual Meeting. The Board is nominating two individuals for appointmentas Class II directors, each for a three−year term expiring at our annual general meeting of shareholders in 2009. Both of thedirector nominees are current Board members:

Dina Dublon

William D. Green

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF EACH OF THE BOARD’STWO DIRECTOR NOMINEES.

If you submit your proxy designating William D. Green, Michael G. McGrath and Douglas G. Scrivner as your proxies but donot indicate how your shares should be voted, then your shares will be voted in favor of the appointment of both nominees. If anynominee is unwilling or unable to serve as a director, then the Board will propose another person in place of that original nominee,and the individuals designated as your proxies will vote to appoint that proposed person, unless the Board decides to reduce thenumber of directors constituting the full Board. It is currently anticipated that all of the nominees will be willing and able to serveas directors.

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BOARD AND CORPORATE GOVERNANCE MATTERS

Director Biographies

Set forth below are the biographies of our director nominees and our directors.

Class II Director Nominees

Dina Dublon52 years oldClass II Director NomineeChair, Finance CommitteeMember, Compensation Committee

Dina Dublon has been a director since October 2001. From December 1998 untilSeptember 2004, she was chief financial officer of J.P. Morgan Chase & Co. and itspredecessor company. Prior to being named chief financial officer, she heldnumerous other positions, including corporate treasurer, managing director of theFinancial Institutions Division and head of asset liability management. She is adirector of Microsoft Corp. and of PepsiCo, Inc.

William D. Green52 years oldClass II Director Nominee

William D. Green has been a director since June 2001 and our Chief ExecutiveOfficer and has led our Executive Leadership Team since September 2004. FromMarch 2003 to August 2004 he was our Chief Operating Officer— Client Services,and from August 2000 to August 2004 he was our Country Managing Director,United States. Mr. Green has been with Accenture for 27 years.

Other Current Directors

Joe W. Forehand57 years oldClass I DirectorChairman of the Board

Joe W. Forehand has been Chairman of the Board since February 2001. FromNovember 1999 to August 2004, he was our Chief Executive Officer and served asChairman of our Management Committee, our Executive Committee and our GlobalLeadership Council. Mr. Forehand has been with Accenture for 33 years.Mr. Forehand’s current term as director expires at our annual general meeting ofshareholders in 2008.

Dennis F. Hightower64 years oldClass III DirectorMember, Compensation CommitteeMember, Nominating & Governance Committee

Dennis F. Hightower has been a director since November 2003. From May 2000until his retirement in March 2001, he was chief executive officer of Europe OnlineNetworks S.A., a Luxembourg− based Internet services provider. He is a director ofDomino’s Inc., Northwest Airlines Corporation and The TJX Companies Inc. Mr.Hightower’s current term as director expires at our annual general meeting ofshareholders in 2007.

William L. Kimsey63 years oldClass III DirectorMember, Audit Committee

William L. Kimsey has been a director since November 2003. From October 1998until his retirement in September 2002, Mr. Kimsey was global chief executiveofficer of Ernst & Young Global. He is a director of Western Digital Corporation,Royal Caribbean Cruises Ltd and NAVTEQ Corporation. Mr. Kimsey’s currentterm as director expires at our annual general meeting of shareholders in 2007.

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Robert I. Lipp67 years oldClass III DirectorMember, Finance CommitteeMember, Nominating & Governance Committee

Robert I. Lipp has been a director since October 2001. He is a senior advisor at J.P.Morgan Chase & Co. From April 2004 to September 2005, he was executivechairman of St. Paul Travelers Companies Inc. From December 2001 to April 2004,Mr. Lipp was chairman and chief executive officer of its predecessor company,Travelers Property Casualty Corp. Mr. Lipp also served as chairman of the board ofTravelers Insurance Group Holdings Inc. from 1996 to 2000 and from January 2001to October 2001. During 2000 he was a vice−chairman and member of the office ofthe chairman of Citigroup. Mr. Lipp is a director of St. Paul Travelers CompaniesInc. and JP Morgan Chase & Co. Mr. Lipp’s current term as director expires at ourannual general meeting of shareholders in 2007.

Blythe J. McGarvie49 years oldClass I DirectorChair, Audit Committee

Blythe J. McGarvie has been a director since October 2001. She is president ofLeadership for International Finance, LLC, a firm that focuses on improving clients’financial positions and providing leadership seminars for corporate and academicgroups. From July 1999 to December 2002, she was executive vice president andchief financial officer of BIC Group. She is a member of the board of directors ofThe Pepsi Bottling Group, Inc., The St. Paul Travelers Companies, Inc. and LafargeNorth America Inc. Ms. McGarvie’s current term as director expires at our annualgeneral meeting of shareholders in 2008.

Sir Mark Moody−Stuart65 years oldClass I DirectorLead DirectorChair, Compensation CommitteeMember, Finance Committee

Sir Mark Moody−Stuart has been a director since October 2001 and our LeadDirector since November 2002. He is chairman of Anglo American plc, formerchairman of The Shell Transport and Trading Company and former chairman of theCommittee of Managing Directors of the Royal Dutch/Shell Group of Companies.From July 1991 to June 2001, he was managing director of Shell Transport and amanaging director of Royal Dutch/Shell Group. In addition to Anglo American plc,Sir Mark is a director of HSBC Holdings PLC. Sir Mark’s current term as directorexpires at our annual general meeting of shareholders in 2008.

Wulf von Schimmelmann58 years oldClass III DirectorChairman, Nominating & Governance CommitteeMember, Audit Committee

Wulf von Schimmelmann has been a director since October 2001. He has been chiefexecutive officer of Deutsche Postbank AG, Germany’s largest independent retailbank, since 1999. He is also a member of the board of directors of Deutsche PostWorld Net Group. Mr. von Schimmelmann’s current term as director expires at ourannual general meeting of shareholders in 2007.

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Communicating with the Board

The Board welcomes your questions and comments. If you would like to communicate directly with our Board, ournon−management directors as a group or Sir Mark Moody−Stuart, our Lead Director, then you may submit your communicationto our General Counsel and Secretary, Accenture Ltd, 1661 Page Mill Road, Palo Alto, California, 94304, USA. Allcommunications and concerns will be forwarded to our Board, our non−management directors as a group or our Lead Director, asapplicable. We also have established mechanisms for communicating concerns or questions to our compliance office. You maydirect any such concerns by e−mail to compliance.program@accenture.com or by calling the Accenture Ethics Line at1−312−737−8262. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action againstanyone for raising a concern. If you wish to raise your concern in an anonymous manner, then you may do so.

Board Meetings and Committees

The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committeemeetings, and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’smanagement team and operations as a basis for discharging their oversight responsibilities. During fiscal 2005, the Board heldfour meetings. All of our directors attended at least 75% of the aggregate of Board meetings and meetings of any Boardcommittee on which he or she served during fiscal 2005. All but two of our Board members attended our annual general meetingof shareholders in 2005.

Our non−management directors who are not employees of the Company meet separately at each regularly scheduled Boardmeeting. These non−management directors held four meetings during fiscal 2005, each led by Sir Mark Moody−Stuart, the LeadDirector. In addition, these non−management directors held an executive session to meet with the other two non−managementdirectors who are employees of the Company in conformance with the listing standards of the New York Stock Exchange (the“NYSE”).

The Board maintains an Audit Committee, a Compensation Committee, a Nominating & Governance Committee and aFinance Committee. Each committee operates pursuant to a written charter that is available in the Corporate Governance sectionof our website, accessible through our Investor Relations page at http://investor.accenture.com. A copy of our CorporateGovernance Guidelines (including our independence standards) and our Code of Business Ethics can also be found in theCorporate Governance section of our website. If the Board grants any waivers from our Code of Business Ethics to any of ourdirectors or officers, or if we amend our Code of Business Ethics, we will disclose these matters through the Investor Relationssection of our website. Printed copies of all of these materials are also available upon written request to our Investor RelationsGroup.

Director Independence

The Board has adopted a set of director independence standards, which are included in our Corporate Governance Guidelinesand can be accessed through our Investor Relations page at http://investor.accenture.com or by making a written request to ourInvestor Relations Group. The Corporate Governance Guidelines and the independence standards were revised recently includingto align the independence standards more closely with the standards required by the NYSE.

Each year, our directors complete a questionnaire that, among other things, elicits information to assist the Nominating &Governance Committee in assessing whether the director meets the Company’s independence standards. Utilizing these responsesand other information, the Nominating & Governance Committee evaluates, with regard to each director, whether the directorcurrently has or had

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any (i) employment or professional relationship which, in and of itself, would, pursuant to the Company’s independencestandards, require a finding that the director is not independent and/or (ii) employment or professional relationship with anyorganization with which Accenture has or had a relationship, where the organization made or received payments from Accenture.If a director has or had a relationship with an organization which made or received payments from Accenture, informationregarding the amount of such payments is provided to the Nominating & Governance Committee. The Nominating & GovernanceCommittee then determines whether the amount of any such payments requires, pursuant to the Company’s independencestandards or otherwise, a finding that the director is not independent. Furthermore, the Nominating & Governance Committeediscusses any other relevant facts and circumstances regarding the nature of these relationships, to determine whether otherfactors, regardless of the categorical standards the Board has adopted, might impede a director’s independence.

Based on its analysis, the Nominating & Governance Committee has determined that, with the exception of Mr. Ballmer, eachof our non−management directors who are not employees of the Company has satisfied the Company’s independence standards,as well as the independence requirements of the NYSE. Several of our non−management directors have relationships withorganizations that are clients or have other business relationships with Accenture. The committee determined that in each of thesesituations the amount of payments made to, or received from, Accenture did not exceed the thresholds defined by the categoricalstandards in our independence standards. Except with respect to Mr. Ballmer, the committee concluded that nothing else in thoserelationships would impair such directors’ independence. The committee determined that while Mr. Ballmer met the Company’scategorical standards of independence, the nature and magnitude of Accenture’s business relationships with Microsoft, andMr. Ballmer’s role at Microsoft, are such that he should not be considered to be independent for this purpose. The committee alsodetermined that an employee relationship between Accenture and Mr. von Schimmelmann’s son, described on page 28, did notimpair Mr. von Schimmelmann’s independence. The Board concurred in the foregoing independence determinations.

Audit Committee

The Audit Committee was established by the Board for the purpose of overseeing Accenture’s accounting and financialreporting processes and audits of our financial statements, in accordance with Section 10A(m) of the Securities and Exchange Actof 1934, as amended. The Audit Committee members are Blythe J. McGarvie (who serves as chair), William L. Kimsey andWulf von Schimmelmann. The Board has determined that each of its members meets the financial literacy and independencerequirements of the NYSE, and that Ms. McGarvie and Mr. Kimsey each qualifies as an “audit committee financial expert” forpurposes of the rules and regulations of the SEC. The Board does not limit the number of audit committees on which its auditcommittee members may serve. Mr. Kimsey simultaneously serves on the audit committees of more than three public companies,but the Board has determined that his simultaneous service does not impair Mr. Kimsey’s ability to effectively serve on the AuditCommittee. The Board will continue to monitor and assess the audit committee membership of its Audit Committee members on aregular basis to assure their ability to serve Accenture effectively.

The Audit Committee held nine meetings in fiscal 2005, four of which were held in person. The Audit Committee’s primaryduties and responsibilities are to:

• review and discuss with management and the independent auditors our annual audited financial statements and quarterlyfinancial statements, including a review of the “Managements’ Discussion and Analysis of Financial Condition and Resultsof Operations” in the Company’s Form 10−K and 10−Q filings, as well as the Company’s earnings press releases andinformation related thereto;

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• retain and terminate, subject to shareholder approval, independent auditors and approve all audit engagement fees and termsfor the Company and its subsidiaries; approve any audit and any permissible non−audit engagement or relationship with ourindependent auditors; review at least annually the qualifications, performance and independence of our independent auditors;review with our independent auditors any audit problems or difficulties and management’s response; and set hiring policiesrelated to employees or former employees of our independent auditors to ensure independence;

• review and monitor our internal and external reporting processes and controls; review the effect of any regulatory andaccounting initiatives and the effects of these initiatives and any off−balance sheet structures on our financial statements;establish regular systems of reporting to the committee regarding any significant judgments made in the preparation of thefinancial statements or any significant difficulties encountered during the course of a review or audit; review any significantdisagreement between management and the independent or internal auditors with respect to the preparation of the financialstatements; review and discuss with our auditors the responsibilities, budget and staffing of our internal quality−controlprocedures and internal audit function; and from time to time, hold separate meetings with management, independentauditors and internal auditors on these matters;

• review with our counsel any legal matter that could significantly impact our financial statements or operations; discuss withmanagement and our independent auditors our risk assessment and risk management guidelines and policies; oversee ourcompliance program and adherence to our Code of Business Ethics; establish procedures for the receipt, retention andtreatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential,anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and oversee themaintenance of an internal audit function; and

• prepare a report to be included in our proxy statement, provide other regular reports to the Board and maintain minutes orrecords of its meeting and activities.

Compensation Committee

The Compensation Committee held six meetings in fiscal 2005, four of which were held in person. The CompensationCommittee consists of three independent directors: Sir Mark Moody−Stuart (who serves as chair), Dina Dublon and Dennis F.Hightower. The Compensation Committee’s primary duties and responsibilities are to:

• determine our Chief Executive Officer’s annual compensation, taking into consideration feedback provided by theNominating & Governance Committee based on its review of the Chief Executive Officer’s performance and therecommendation of a committee that includes our Chief Executive Officer and members of our Executive Leadership Team;review and approve salaries and other matters relating to the compensation of our executive officers, based in part on thatcommittee’s recommendation; and review and determine on an annual basis the appropriateness of compensation of Boardmembers;

• review and make recommendations to the Board with respect to our incentive−compensation and equity−based plans;oversee the administration of our equity compensation plans; review and approve all equity compensation plans; and retainoutside compensation and benefits consultants to gather independent advice about our compensation structure; and

• prepare a report to be included in our proxy statement, provide other regular reports to the Board and maintain minutes orrecords of its meeting and activities.

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Nominating & Governance Committee

The Nominating & Governance Committee consists of three independent directors: Wulf von Schimmelmann, (who serves aschair), Dennis F. Hightower and Robert I. Lipp. The Nominating & Governance Committee held eight meetings in fiscal 2005,four of which were held in person. The Nominating & Governance Committee’s primary duties and responsibilities are to:

• have general responsibility for board selection, composition and evaluation, including the making of recommendationsregarding the size and composition of the Board, the identification of qualified candidates for Board membership and theannual evaluation of overall Board effectiveness;

• manage the committee selection and composition process, including the making of recommendations to the Board for chairsof these committees and the establishment, monitoring and making of recommendations for the purpose, structure andoperations of these committees and the creation or elimination of additional committees;

• monitor and oversee corporate governance matters, including reviews and recommendations regarding our constituentdocuments and Corporate Governance Guidelines and monitoring of new developments in the area of corporate governance;

• conduct an annual review of our Chief Executive Officer and develop an effective Chief Executive Officer succession plan;and

• provide regular reports to the Board and maintain minutes or records of its meeting and activities.

In evaluating candidates for Board membership, the Nominating & Governance Committee considers whether the candidatewill complement the Board’s geographic, age, gender and ethnic diversity and assesses the contribution that the candidate’s skillsand expertise will make with respect to guiding and overseeing Accenture’s strategy and operations. The Nominating &Governance Committee seeks candidates who, at a minimum, have the following characteristics:

• the ability to develop a deep understanding of our business and the time and the judgment to effectively carry out his or herresponsibilities as a member of the Board;

• a professional background that would enable the candidate to develop a deep understanding of our business;

• a range of skills and expertise sufficient to provide guidance and oversight with respect to the Company’s operations;

• the ability to exercise judgment and courage in fulfilling his or her oversight responsibilities;

• the ability to embrace Accenture’s values and culture, and the possession of the highest levels of integrity; and

• the commitment of time and energy to effectively carry out his or her responsibilities as a member of the Board.

To date, the majority of the Board’s non−management directors have been identified with the assistance of a professionalsearch firm specializing in the identification and recruitment of director candidates. Others have been individuals known to Boardmembers through business or other relationships. Potential candidates are interviewed by members of the Nominating &Governance Committee (and, in some instances, other Board members) and, as appropriate, by members of our managementteam. Final consideration of the nominee is then conducted by the entire Board.

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Because our Corporate Governance Guidelines address the processes by which shareholders may recommend directornominees, the Nominating & Governance Committee has not adopted a specific policy regarding the consideration of shareholdernominees for directors, although its general policy is to welcome and consider any such recommendations. If you would like torecommend a future nominee for Board membership, you can submit a written recommendation with the name and other pertinentinformation of the nominee to: Mr. Wulf von Schimmelmann, Chairman of the Nominating & Governance Committee,c/o Accenture, 1661 Page Mill Road, Palo Alto, California, 94304, USA, Attention: General Counsel and Secretary. Please notethat Accenture Ltd’s bye−laws define certain time frames and nomination requirements with respect to any such recommendation.Please contact our General Counsel and Secretary at the above address for information on these requirements, or refer toBye−law 80.1.2 (which can be found on the “Governance Principles” page of our website accessible throughhttp://investor.accenture.com).

Finance Committee

The Finance Committee consists of four directors: Dina Dublon (who serves as chair), Sir Mark Moody−Stuart, Robert I. Lippand Carlos Vidal. Upon the expiration of his term as director at the Annual Meeting, Mr. Vidal will cease serving on the FinanceCommittee.

The Finance Committee held six meetings in fiscal 2005, four of which were held in person. The Finance Committee’sprimary duties and responsibilities are to:

• manage and oversee our capital structure and corporate finance activities;

• manage and oversee our treasury function and advise with respect to our investment activities;

• review and make recommendations with respect to major acquisitions that Accenture may decide to undertake;

• review, evaluate and make decisions with respect to the management of our pension and 401(k) retirement plans; and

• oversee our insurance plans and other activities to manage our financial risks.

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REPORTS OF THE COMMITTEES OF THE BOARD

Report of the Audit Committee

Since its creation in 2001, the Audit Committee of the Board has been composed entirely of non−management directors. Inaddition, all of the members of the Audit Committee meet the independence and experience requirements set forth by the SEC andthe NYSE.

The Audit Committee operates under a written charter approved by the Board, which may be accessed through the CorporateGovernance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. The charterdescribes the committee’s purpose, which is to assist the Board in its general oversight of: (1) the quality and integrity of theCompany’s accounting and reporting practices and controls, and its financial statements and reports; (2) the Company’scompliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; and (4) theperformance of the Company’s internal audit function and independent auditors. The Audit Committee reviews and assesses theadequacy of its charter on an annual basis. The Audit Committee last reviewed the charter in February 2005, and at that time, norevisions were made.

The members of the Audit Committee meet regularly with management (including the chief executive officer, chief financialofficer, principal accounting officer, chief risk officer and its general counsel and compliance officer) as well as with seniormembers of the Company’s internal audit, tax, finance, treasury and legal groups and KPMG LLP, the Company’s independentauditors. In addition, it meets regularly in separate sessions with representatives of KPMG LLP, the Company’s chief financialofficer, its general counsel and senior members of the Company’s internal audit group. Based on discussions and informationreceived during these meetings, the Audit Committee members provide advice, counsel and direction to management and theauditors using their experience in business, financial and accounting matters. During fiscal 2005, the Audit Committee met ninetimes and routinely reported its activities to the full Board of Directors.

During fiscal 2005, the Audit Committee focused on several topics, which included the following:

• The Audit Committee reviewed and discussed with management, which has primary responsibility for the financialstatements, and with Accenture’s independent auditors, the Company’s annual audited financial statements and quarterlyfinancial statements for fiscal 2005. It also reviewed related issues and disclosure items, including the Company’s earningspress releases, and performed its regular review of critical accounting policies and the processes by which the Company’schief executive officer and chief financial officer certify the information contained in its quarterly and annual filings.

• The Audit Committee oversaw the Company’s preparation for and implementation of its initial evaluation of theeffectiveness of the Company’s internal control over financial reporting and reviewed management’s conclusions as to itseffectiveness.

• The Audit Committee received regular updates on the Company’s contract and other risk management activities from thechief risk officer.

• The Audit Committee received regular updates on the Company’s legal and regulatory compliance activities from thegeneral counsel and compliance officer, including issues or activities monitored through the Accenture Ethics andCompliance Program.

• The Audit Committee discussed with KPMG LLP the materials required to be discussed by Statement on Auditing StandardsNo. 61, “Communication with Audit Committees.” It also discussed with KPMG LLP its written disclosure letter as requiredby the Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and

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discussed its independence and related issues. Discussions with KPMG LLP also included staffing the engagement, itslitigation matters and the PCAOB reports of inspection of KPMG LLP.

As part of its oversight role and in reliance upon its reviews and discussions as outlined above, the Audit Committee reviewedand discussed with management its assessment and report on the effectiveness of the Company’s internal control over financialreporting as of August 31, 2005, which was made using the criteria set forth by the Committee of Sponsoring Organizations of theTreadway Commission in Internal Control— Integrated Framework. The Audit Committee also reviewed and discussed withKPMG LLP its attestation report on management’s assessment of internal control over financial reporting and its review andreport on Accenture’s internal control over financial reporting. These reports are included in Accenture’s Annual Report onForm 10−K for the year ended August 31, 2005 filed with the SEC on October 31, 2005.

In addition, in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended, and the Boardof Directors approved, the inclusion of the Company’s audited financial statements in its Annual Report on Form 10−K for thefiscal year ended August 31, 2005 for filing with the SEC and presentation to the Company’s shareholders. The Audit Committeealso recommended during fiscal 2006 that KPMG LLP be re−appointed as the Company’s independent auditors to serve until theCompany’s annual general meeting of shareholders in 2007, and that the Board of Directors submit this appointment to theCompany’s shareholders for approval at the Annual Meeting.

THE AUDIT COMMITTEE

Blythe J. McGarvie, ChairWulf von SchimmelmannWilliam L. Kimsey

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Report of the Compensation Committee on Executive Compensation

Committee Responsibilities

The Compensation Committee of the Board establishes the annual compensation of the chief executive officer and the otherexecutive officers of the Company; oversees the administration of the Company’s employee share purchase plan and shareincentive plan; and periodically reviews and makes recommendations regarding the compensation paid to members of the Board.A complete description of the committee’s function may be found in its charter, a copy of which is available in the CorporateGovernance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.

Committee Activities in Fiscal 2005

During fiscal 2005, the Compensation Committee held six meetings and routinely reported its activities to the full Board. Inaddition to its deliberations concerning executive compensation (discussed more fully below), during the year, the CompensationCommittee: (i) reviewed and approved the company’s recommendation regarding the termination of the Company’s existingvariable compensation program and the distribution to the Company’s senior executives and other employees of all remainingaccrued and unpaid amounts under that program; (ii) reviewed and approved a new annual cash bonus plan to replace theCompany’s existing variable compensation plan; (iii) considered and approved the company’s proposed uses of equity and equityawards in fiscal 2006 in connection with enhancements made to the Company’s compensation programs for senior executives andother employees; and (v) engaged a compensation expert to review the compensation paid to non−management directors andtaking into consideration the results of this review, approved changes to such compensation. The Compensation Committee alsoregularly reviewed the Company’s use of equity it had previously approved for use in fiscal 2005 with regard to equity−basedcompensation programs and addressed a variety of matters related to such plans.

Lastly, the Compensation Committee reviewed and provided feedback regarding a new career model for over 4,100 of theCompany’s highest−level executives. The new model replaces the internal use of the “partner” title with the more comprehensive“senior executive” title.

Compensation Philosophy

The Company’s evolving compensation model for its executives intends to preserve the Company’s heritage of an“owner−operator” culture by aligning the financial interests of its executives and shareholders, and attracting and retainingexecutives key to the Company’s success. It offers competitive base compensation and the opportunity to receive significantincentive compensation based on both individual and Company performance, rewarding behavior we expect of our seniorexecutives—collaboration, leadership, people development and ethical decision making.

In setting the compensation of the Company’s executive officers, the Compensation Committee considered: (i) input from theNominating & Governance Committee regarding the performance of the chief executive officer; (ii) the chief executive officer’sassessment of the performance of the other executive officers, including an assessment of each individual’s contribution to theCompany’s annual objectives; (iii) feedback from the Company’s senior executive income committee, a committee comprised ofthe chief executive officer and other senior executives; and (iv) the results of an evaluation of the Company’s compensation modelagainst a broad range of large global companies conducted by a third party compensation expert.

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Fiscal 2005 Executive Compensation

In fiscal 2005, the compensation of the Company’s chief executive officer and its other executive officers consisted of thefollowing components:

Cash Compensation consisting of:

• Base compensation paid ratably over the annual pay period and determined taking into consideration the individual’slevel of responsibility and industry and other comparable pay levels;

• Individual performance−based compensation paid ratably over the annual pay period and determined at the beginningof the annual pay period, based on the individual’s job performance during the prior two−fiscal−year period;

• Quarterly variable compensation paid quarterly during the annual pay period, on a trailing four−quarter basis, to theextent the Company continued to meet annually defined quarterly financial performance objectives; and

• Annual variable compensation, which was not considered by the Compensation Committee for fiscal 2005, since theCompany did not achieve 100% of its original planned quarterly variable compensation for fiscal year 2005.

Equity−Based Compensation consisting of:

• Option awards ranging between 10,934 and 30,720 options to vest in equal amounts over a three−year period endingAugust 31, 2007 made to the Company’s highest performing senior executives, with the number of options received byeach recipient being set based on the individual’s level of responsibility and job performance over the past two fiscalyears; and

• Key Executive Performance Awards consisting of performance−based restricted share units ranging between 73,906and 147,812 restricted share units to vest at the end of three years provided the Company has achieved certainperformance targets. Up to 50% of the award will vest, in whole or in part, based on the Company’s total return toshareholders, as compared to a representative group of companies during the period starting on September 1, 2004 andending on August 31, 2007 (“Performance Period”). The remaining 50% will vest, in whole or in part, based on theCompany’s achievement of operating income targets during the Performance Period. These awards were received onlyby some of our most senior executive officers.

Future Enhancements to Executive Compensation

In fiscal 2005, the Compensation Committee approved enhancements to the Company’s compensation programs to beimplemented in fiscal 2006 and thereafter, which will expand the use of restricted share unit awards to senior executives, ratherthan cash or stock options at certain promotion points and to recognize outstanding performance, when appropriate.

Beginning in February 2006, the Company’s senior executives (including its executive officers) will be able to participate in aVoluntary Equity Investment Program, a program through which they may purchase Accenture Ltd Class A common shares and,subject to certain conditions of continued employment, receive additional share awards, thereby enjoying compensatory benefitsfrom participation in the program.

In fiscal 2005, the Compensation Committee, looking to move to a more market relevant practice, approved termination of theCompany’s existing cash quarterly and annual variable compensation

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programs and authorized they be replaced in fiscal 2006 with a single, new annual cash bonus plan that may be used to pay cashbonuses to senior executives after the end of each fiscal year.

Fiscal 2005 Compensation of the Chief Executive Officer

Mr. Green’s compensation in fiscal 2005 was comprised of those components described above and was set taking intoconsideration: (i) the results of a survey conducted by a third party executive compensation expert to evaluate his compensationagainst that of chief executive officers of a broad range of large global companies; and (ii) his performance against certainfinancial and other measures (including revenue growth, earnings per share performance, growth in free cash flow, return onequity and employee satisfaction).

Mr. Green’s base and individual performance−based compensation is reported in the “Salary” column of the SummaryCompensation Table on page 22 of this proxy statement. His quarterly variable cash compensation and restricted share unit awardare noted in the columns entitled “Bonus” and “Restricted Share Unit Award,” respectively. In addition, Mr. Green was awardedan option grant for 30,720 options that, while approved by the Compensation Committee and granted in fiscal 2006, was an awardrelated to Mr. Green’s performance in fiscal 2005 that was erroneously excluded from the option awards made to the Company’shighest performing senior executives in fiscal 2005. Mr. Green has no other deferred compensation, supplemental orpost−retirement benefits with the Company. There are no agreements relating to any severance benefits payable to Mr. Greenupon a change of control or otherwise, other than certain provisions relating possible incremental vesting of equity grants uponinvoluntary termination which are standard to all similar senior executive equity grants. The value of all perquisites paid toMr. Green in fiscal 2005 was less than $50,000.

Fiscal 2006 Compensation of the Chief Executive Officer and Named Executive Officers

The Compensation Committee recently completed deliberation on compensation for fiscal 2006 for Mr. Green and theCompany’s other Named Executive Officers. These currently anticipated amounts, components of such compensation andperformance criteria for executive equity awards, are set forth for comparative purposes in the table under “Named ExecutiveOfficer Compensation for Fiscal 2006” on page 23 of this proxy statement. In making these decisions, the committee undertook aprocess similar to that used to determine Mr. Green’s fiscal 2005 compensation.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986 places a limit on the tax deduction for compensation in excess of$1 million paid to certain U.S. “covered employees” of a publicly held corporation (generally the corporation’s chief executiveofficer and its next four most highly compensated executive officers in the year that the compensation is paid). As a result of theCompany’s legal structure, Accenture is not subject to the tax deduction limitations of Section 162(m).

THE COMPENSATION COMMITTEE

Sir Mark Moody−Stuart, ChairDina DublonDennis F. Hightower

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Report of the Nominating & Governance Committee

The Nominating & Governance Committee of the Board operates pursuant to a written charter, which can be accessed throughthe Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.The purpose of the Nominating & Governance Committee is to assist the Board in fulfilling its responsibility to the Company andto its shareholders, potential shareholders, the investment community and other stakeholders by: (1) assessing and nominating (orrecommending to the Board for its nomination) strong and capable candidates to serve on the Board; (2) making recommendationsas to the size, composition, structure, operations, performance and effectiveness of the Board; (3) overseeing the Company’s ChiefExecutive Officer succession planning process; (4) conducting the annual review of the Chief Executive Officer; (5) developingand recommending to the Board a set of corporate governance principles; and (6) taking a leadership role in shaping the corporategovernance of the Company.

The Nominating & Governance Committee met eight times during fiscal 2005 and routinely reported its activities to the fullBoard. At these meetings, it:

• reviewed the Chief Executive Officer’s performance as well as management’s assessment of the Company’s performance,and approved metrics for evaluating the Chief Executive Officer’s performance for the upcoming fiscal year;

• discussed and agreed upon the nomination of the current directors for appointment at the Annual Meeting;

• assessed each non−management director’s independence based upon the Company’s independence standards and those ofthe NYSE, and made recommendations to the Board regarding each non−management director’s independence;

• considered amendments to the Company’s bye−laws and approved a proposal to present such amendments to a shareholdervote;

• retained compensation experts to evaluate the Board’s compensation and approved changes to the compensation ofnon−management members of the Board;

• discussed best practices and evolving developments in the area of corporate governance; and

• undertook a search for potential candidates to serve as members of the Board, which remains on−going.

The Nominating & Governance Committee has taken note of the extensive discussion of the issue of majority voting for Boardcandidates and the important corporate governance implications of this issue. Under its bye−laws and the Companies Act 1981 ofBermuda, Accenture has a majority voting regime for the appointment of directors, as described on page 3, above. The Boardcontinues to believe such a voting regime is most appropriate for Accenture and its shareholders.

The Nominating & Governance Committee will continue to focus on ensuring that the Company’s governance modelpromotes the efficient and thorough governance of the Company for its benefit and that of its shareholders.

THE NOMINATING & GOVERNANCECOMMITTEE

Wulf von Schimmelmann, ChairRobert I. LippDennis F. Hightower

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Report of the Finance Committee

The Finance Committee of the Board operates pursuant to a written charter, which may be accessed through the CorporateGovernance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. The purposeof the Finance Committee is to assist the Board by providing oversight of the Company’s: (1) capital and legal structure, includingits corporate finance strategy and activities; (2) senior executive share transactions; (3) treasury function, investment managementand financial risk management; (4) pension and 401(k) retirement plans; (5) insurance plans; and (6) major acquisitions.

During fiscal 2005, the Finance Committee met six times and routinely reported its activities to the full Board. During thesemeetings, it reviewed and approved the Company’s share repurchase activity, discussed and approved transactions involvingAccenture shares received in connection with Accenture’s transition to a corporate structure, reviewed and provided inputregarding the Company’s five−year strategic financial plan and financial architecture, provided management with input regardingits future uses of cash, reviewed and discussed the Company’s mergers & acquisitions strategy, and considered the Company’saccess to debt markets.

THE FINANCE COMMITTEE

Dina Dublon, ChairRobert I. LippSir Mark Moody−Stuart

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PROPOSAL NO. 2— RE−APPOINTMENT OF INDEPENDENT AUDITORS

Our shareholders have the authority to appoint our independent auditors and to authorize the Audit Committee of the Board todetermine the auditors’ remuneration. Upon the Audit Committee’s recommendation, the Board has recommended there−appointment of KPMG LLP as the independent auditors to audit our consolidated financial statements for the fiscal yearending August 31, 2006. The Board is asking our shareholders to approve the re−appointment of KPMG LLP as auditors to holdoffice until our annual general meeting of shareholders in 2007 and to approve the Audit Committee’s authority to determine theauditors’ remuneration.

We expect that one or more representatives of KPMG LLP will be present at the Annual Meeting. Each of theserepresentatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond toany questions.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE−APPOINTMENT OF KPMG LLP AND THEAUDIT COMMITTEE’S AUTHORITY TO DETERMINE KPMG LLP’S REMUNERATION.

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INDEPENDENT AUDITORS’ FEES AND OTHER MATTERS

Independent Auditors’ Fees

In connection with the audit of our financial statements and internal control over financial reporting for fiscal 2005, weentered into an agreement with KPMG LLP which sets forth the terms by which KPMG LLP will perform audit services for theCompany. That agreement is subject to alternative dispute resolution procedures, an exclusion of punitive damages and variousother provisions.

The following table describes fees expensed for professional audit services rendered by KPMG LLP and its affiliates(KPMG), Accenture Ltd’s principal accountant, for the audit of our annual financial statements for the years ended August 31,2005 and August 31, 2004 and internal control over financial reporting, and fees expensed for other services rendered by KPMGduring those periods.

2005 2004

(in thousands)Audit Fees(1) $11,091 $6,425Audit Related Fees(2) 1,004 2,742Tax Fees(3) 26 652All Other Fees(4) 202 130

Total $12,323 $9,949

(1) Audit Fees, including those for statutory audits, include the aggregate fees expensed by Accenture during the fiscal yearindicated for professional services rendered by KPMG for the audit of Accenture Ltd’s and Accenture SCA’s annual financialstatements and review of financial statements included in Accenture’s Forms 10−Q and Form 10−K. For fiscal 2005, Audit Feesincludes fees for the audit of Accenture’s internal control over financial reporting.

(2) Audit Related Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for assurance and relatedservices by KPMG that are reasonably related to the performance of the audit or review of Accenture Ltd’s and AccentureSCA’s financial statements and not included in Audit Fees, including review of registration statements and issuance of consents.Audit Related Fees also include fees for accounting advice and opinions related to various employee benefit plans and fees forinternal control documentation assistance.

(3) Tax Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for professional services renderedby KPMG for tax compliance, tax advice and tax planning.

(4) All Other Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for products and servicesprovided by KPMG, other than the services reported above, including due diligence reviews.

Procedures For Audit Committee Pre−Approval of Audit and Permissible Non−Audit Services of Independent Auditor

Pursuant to its charter, the Audit Committee of the Board is responsible for reviewing and approving, in advance, any auditand any permissible non−audit engagement or relationship between Accenture and its independent auditors. The Audit Committeehas delegated to its Chair the authority to review and pre−approve any such engagement or relationship, which may be proposedin between its regular meetings. Any such pre−approval is subsequently considered and ratified by the Audit Committee at thenext regularly scheduled meeting. KPMG LLP’s engagement to conduct the audit of Accenture Ltd for fiscal 2005 was approvedby the Audit Committee on November 4, 2004.

We have been advised by KPMG LLP that a majority of the work done in conjunction with its audit of Accenture Ltd’sfinancial statements for the most recently completed fiscal year was performed by permanent full−time employees and partners ofKPMG LLP.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Summary Compensation Table

The following table sets forth, for fiscal years 2005, 2004 and 2003, the compensation for our Chief Executive Officer and foreach of our four most highly compensated executive officers, other than the Chief Executive Officer, serving as executive officersat the end of fiscal 2005. These five persons are referred to, collectively, as the “Named Executive Officers.”

Long−Term Compensation AwardsAnnual Compensation

Restricted SecuritiesOther Annual Share Unit Underlying All Other

Salary(1) Bonus(2) Compensation(4) Award(s)(5) Options(6) CompensationYear ($) ($) (#) ($) (#) ($)

William D. Green 2005 2,107,500 199,362 — 3,749,990 — —Chief Executive Officer 2004 1,639,500 79,282 — — — —

2003 1,518,000 67,735 — — — —Michael G. McGrath 2005 1,785,808 1,122,929(3) — — 27,335 —

Chief Financial Officer 2004 1,451,535 66,066 — — — —2003 1,716,000 76,570 — — — —

Mark Foster 2005 2,211,040 202,612 — 1,874,995 32,529 —Chief Executive— Products Operating

Group2004 1,557,748 72,350 — — — —

2003 1,234,916 44,333 — — — —Karl−Heinz Flöther 2005 2,063,106 191,609 — 1,874,995 28,975 —

Chief Executive— Technology & Delivery 2004 1,482,226 71,638 — — — —2003 1,261,069 56,282 — — — —

Diego Visconti 2005 1,648,930 178,780 — 1,874,995 25,968 —Chief Executive— Communications & 2004 1,302,130 80,556 — — — —

High Tech Operating Group 2003 1,225,695 56,985 — — — —

(1) Includes base and individual performance−based cash compensation paid in fiscal 2005.

(2) Except as otherwise indicated, consists of variable compensation payments.

(3) Includes an aggregate of $967,500 in cash incentive bonuses payable in connection with Mr. McGrath’s July 12, 2004 appointment and continuedservice as Chief Financial Officer of the Company.

(4) The aggregate amount of perquisites and other personal benefits, securities or property received by any Named Executive Officer does not exceed$50,000.

(5) On March 4, 2005, each of Mssrs. Green, Foster, Flöther and Visconti was granted a performance−based award of restricted share units. Mr. Greenreceived an award of 147,812 restricted share units and each of Mssrs. Foster, Flöther and Visconti received an award of 73,906 restricted share units.These restricted share units may vest, in whole or in part, at the end of Accenture’s fiscal year ending August 31, 2007. The vesting schedule for theaward is based on the achievement of certain targets for the period starting on September 1, 2004 and ending on August 31, 2007 (the “PerformancePeriod”), and vests based on two different sets of performance criteria. Up to 50% of the award will vest, in whole or in part, based upon Accenture’stotal shareholder return, as compared to a representative group of companies during the Performance Period. The remaining 50% of the award willvest, in whole or in part, based upon the achievement of operating income targets by Accenture for the Performance Period. If dividends are declaredon Accenture Ltd Class A common shares while the restricted share units are outstanding, the number of restricted share units to be granted will beadjusted to reflect the payment of such dividends. At August 31, 2005, the value of Mr. Green’s award was $3,606,613, and the value of each ofaward granted to Mssrs. Foster, Flöther and Visconti was $1,803,306, based upon the last reported price of Accenture Ltd Class A common shares onthat date.

(6) Indicates the number of Accenture Ltd Class A common shares underlying options granted on February 18, 2005. For more information on theseoption grants see “— Option Grants in Last Fiscal Year.”

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Named Executive Officer Compensation for Fiscal 2006

The Compensation Committee of the Board recently undertook its regular annual review of the compensation of its executiveofficers, and approved compensation amounts for fiscal 2006. Although this information remains subject to change and somecompensation information will, by its nature, not be available until late fiscal 2006, management and the Board believe thatproviding this information now provides investors with more timely access to currently available information regarding thecompensation of its executive officers for fiscal 2006.

Long−Term Compensation AwardsAnnual Compensation

Restricted SecuritiesOther Annual Share Unit Underlying All Other

Salary(1) Bonus(2) Compensation Award(s)(3) Options Compensation($) ($) (#) ($) (#) ($)

William D. Green(4) 2,370,000 — — 6,028,949 — —Chief Executive Officer

Michael G. McGrath 1,830,000 1,170,000(5) — — — —Chief Financial Officer

Mark Foster 2,150,400 — — 1,884,047 — —Chief Executive— Products Operating Group

Karl−Heinz Flöther 2,174,400 — — 1,884,047 — —Chief Executive— Technology & Delivery

Diego Visconti 1,956,960 — — 1,884,047 — —Chief Executive— Communications &

High Tech Operating Group

(1) Includes base and individual performance−based cash compensation to be paid in fiscal 2006.

(2) Information regarding 2006 payments that may be paid under Accenture’s Annual Bonus Plan is not currently available.

(3) Mr. Green received an award of 206,896 restricted share units and each of Mssrs. Foster, Flöther and Visconti received an award of 64,655 restrictedshare units. The value of these awards, listed in the table above, was based on the last reported closing price for the Accenture Ltd Class A commonshares on the date of grant. The awarded grants may vest, in whole or in part, at the end of Accenture’s fiscal year ending August 31, 2008. Thevesting schedule for the award is based on the achievement of certain targets for the period starting on September 1, 2005 and ending on August 31,2008 (the “Performance Period”), and vests based on two different sets of performance criteria. Up to 25% of the award will vest, in whole or in part,based upon Accenture’s total shareholder return, as compared to a representative group of companies during the Performance Period. The remaining75% of the award will vest, in whole or in part, based upon the achievement of operating income targets by Accenture for the Performance Period. Ifdividends are declared on Accenture Ltd Class A common shares while the restricted share units are outstanding, the number of restricted share unitsto be granted will be adjusted to reflect the payment of such dividends.

(4) In addition to the compensation reflected above, on October 27, 2005 a stock option to purchase 30,720 Accenture Ltd Class A common shares wasawarded to Mr. Green. The grant was awarded in recognition of Mr. Green’s performance in fiscal 2005 but was erroneously excluded from theoption awards made to the Company’s highest performing senior executives on February 18, 2005. The option, which has an exercise price of $25.94per share and an expiration date of October 27, 2015, will vest as follows: one−third of the grant was fully vested on the date of grant, and anadditional one−third will vest on each of August 31, 2006 and August 31, 2007.

(5) Mr. McGrath may receive up to an additional $1,170,000 in cash incentive bonuses payable in connection with his continued service as ChiefFinancial Officer of the Company. These milestone payments would be paid as follows: $181,000 on December 31, 2005, $363,000 on April 30, 2006and $626,000 on August 31, 2006.

Compensation Committee Interlocks

We do not have any compensation committee interlocks. Our Compensation Committee is comprised solely of independentdirectors.

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Option Grants in Last Fiscal Year

Individual Grants

Percent of Potential Realizable ValueNumber of Total at Assumed Annual Rates ofSecurities Options/SARs Exercise Stock Price Appreciation

Underlying Granted to or Base for Option Term($)Option/SARs Employees in Price Expiration

Name Granted(#) Fiscal Year ($/share) Date 5% 10%

William D. Green — — — — — —Michael G. McGrath 27,335(1) 0.13% $24.73 2/18/2015 $425,129 $1,077,361Mark Foster 32,529(2) 0.15% 24.73 2/18/2015 505,909 1,282,074Karl−Heinz Flöther 28,975(3) 0.14% 24.73 2/18/2015 450,636 1,141,999Diego Visconti 25,968(1) 0.12% 25.44 2/18/2015 385,452 1,005,067

(1) Consists of a stock option granted on February 18, 2005. All shares were fully vested as of the grant date.

(2) Consists of a stock option granted on February 18, 2005. One−third of the shares vested on August 31, 2005, and an additional one− third of the shareswill vest on each of August 31, 2006 and August 31, 2007, subject to continued employment with the Company.

(3) Consists of a stock option granted on February 18, 2005. One−third of the shares was fully vested as of the grant date, and an additional one−third of theshares will vest on each of August 31, 2006 and August 31, 2007, subject to continued employment with the Company.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year−End Option Values

Number of SecuritiesShares Underlying Value of Unexercised

Acquired Unexercised Options at In−the−money OptionsUpon Value August 31, 2005(#) at August 31, 2005($)

Exercise(1) RealizedName (#) ($) Exercisable Unexercisable Exercisable Unexercisable

William D. Green — — — — — —Michael G. McGrath — — 27,335 — — —Mark Foster — — 10,842 21,687 — —Karl−Heinz Flöther — — 9,658 19,317 — —Diego Visconti — — 25,968 — — —

(1) None of the Named Executive Officers exercised any options during fiscal 2005.

Compensation of Non−Management Directors

No director who is an Accenture employee receives additional compensation for serving as a director.

Except as noted below, each director who is not an employee of Accenture Ltd or its subsidiaries receives the followingcompensation:

• upon appointment to the Board, an initial grant of fully−vested restricted share units having, at the time of grant, anaggregate market value of $150,000, with delivery scheduled after twelve months;

• an annual grant of fully−vested restricted share units having, at the time of grant, an aggregate market value of $150,000,with delivery scheduled after twelve months; and

• an annual retainer of $70,000, which may be received in the form of cash, fully−vested restricted share units with deliveryscheduled after twelve months or a combination of cash and restricted share units except that our Lead Director receives anannual retainer of $125,000.

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In addition, certain directors receive additional cash compensation for their service on committees of the Board:

• each member of our Audit Committee receives compensation of $5,000 each year; and

• the Chairperson of each committee of the Board receives compensation of $5,000 each year, except that the Chairperson ofthe Audit Committee receives compensation of $10,000 each year.

Furthermore, in February 2005 the Board adopted a policy requiring each non−management director to, within three years ofhis or her appointment and for the duration of that director’s service, retain ownership of Accenture equity having a market valueequal to three times the value of the annual equity grants being made to directors at the time at which the ownership requirementis assessed.

Steven A. Ballmer has elected not to receive any compensation for his service as a director, and the Nominating &Governance Committee has determined that Mr. Ballmer will not be subject to the equity ownership requirements describedabove.

Employment Contracts

Each of our Chief Executive Officer and our Named Executive Officers who are current Accenture employees has entered intoan annual employment agreement which is renewed automatically each year. The employment agreements, which are standardemployment contracts for Accenture’s senior executives, provide that these executive officers will receive compensation asdetermined by Accenture. Pursuant to the employment agreements, each of the executive officers has also entered into anon−competition agreement whereby each has agreed that, for a specified period, he or she will not (1) associate with and engagein competing services for any competitive enterprise; or (2) solicit or assist any other entity in soliciting any client or prospectiveclient for the purposes of providing competing services, perform competing services for any client or prospective client, orinterfere with or damage any relationship between us and a client or prospective client. In addition, each of these executiveofficers has agreed that for the restricted period he or she will not solicit or employ any Accenture employee or any formeremployee who ceased working for us within an 18−month period before or after the date on which the executive officer’semployment with us or any of our affiliates terminated.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal securities laws, our directors, executive officers and beneficial owners of more than 10% of Accenture Ltd’sClass A common shares or Class X common shares are required within a prescribed period of time to report to the Securities andExchange Commission transactions and holdings in Accenture Ltd Class A common shares and Class X common shares. Ourdirectors and executive officers are also required to report transactions and holdings in Accenture SCA Class I common shares.Based solely on a review of the copies of such forms received by us and on written representations from certain reporting personsthat no annual corrective filings were required for those persons, we believe that during fiscal 2005 all these filing requirementswere timely satisfied.

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PERFORMANCE GRAPH

The performance graph below shows the cumulative total shareholder return on the Class A common shares for the periodstarting on July 19, 2001, which was the initial trading date of the Class A common shares, to August 31, 2005, which was the endof fiscal 2005. This is compared with the cumulative total returns over the same period of the S&P 500 Index and a peer groupindex consisting of Cap Gemini SA, Computer Sciences Corporation, Electronic Data Systems Corporation, Hewlett−PackardCompany, International Business Machines Corporation and BearingPoint, Inc. The graph assumes that on July 19, 2001, $100was invested in our Class A common shares and $100 was invested in each of the other two indices, with dividends reinvested onthe date of payment without payment of any commissions. The performance shown in the graph represents past performance andshould not be considered an indication of future performance.

Comparison of Cumulative Total Return

July 19, 2001 to August 31, 2005

Accenture vs. S&P 500 Stock Index and Peer Group Index

* The graph is based on an initial price per share of $14.50 for the Class A common shares, which was the initial public offering price on July 19, 2001.The last sales price on that date on the New York Stock Exchange was $15.17.

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BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of December 5, 2005, information regarding the beneficial ownership of Accenture LtdClass A common shares and Class X common shares and of Accenture SCA Class I common shares held by: (1) each of ourdirectors, director nominees and Named Executive Officers; and (2) all of our directors, director nominees and executive officersas a group. To our knowledge, except as otherwise indicated, each of the persons or entities listed below has sole voting andinvestment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficialownership” is determined in accordance with Rule 13d−3 under the Securities Exchange Act of 1934, pursuant to which a personor group of persons is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within60 days after December 5, 2005. For purposes of computing the percentage of outstanding Accenture Ltd Class A common sharesand/or Class X common shares and/or Accenture SCA Class I common shares held by each person or group of persons namedbelow, any shares that such person or persons has the right to acquire within 60 days after December 5, 2005 are deemed to beoutstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

Accenture SCA Class I Accenture Ltd Class A Accenture Ltd Class Xcommon shares common shares common shares Percentage of the

total number ofshares % shares shares % shares shares % shares Class A and Class X

beneficially beneficially beneficially beneficially beneficially beneficially common sharesName(1) owned owned owned owned owned owned beneficially owned

Joe W. Forehand(2)(3) 570,352 *% 1,000 **% 570,352 ***% ****%William D. Green(2)(4) 702,031 * 10,239 ** 702,031 *** ****Steven A. Ballmer — — — — — — —Dina Dublon(5) — — 62,301 ** — — ****Dennis F. Hightower — — — — — — ****William L. Kimsey(6) — — 36,094 ** — — ****Robert I. Lipp(5) — — 199,448 ** — — ****Blythe J. McGarvie(5) — — 59,603 ** — — ****Mark Moody−Stuart(5) — — 73,081 ** — — ****Wulf von Schimmelmann(7) — — 55,000 ** — — ****Carlos Vidal(2)(8) 324,225 * 9,020 ** — — ****Karl−Heinz Flöther(9) — — 241,245 ** — — ****Mark Foster(10) — — 537,042 ** — — ****Michael G. McGrath(2)(11) 693,999 * 27,335 ** 693,999 *** ****Diego Visconti(2)(12) 630,878 * 25,968 ** — — ****All directors and executive

officers as a group (23 persons) 5,246,462 1.9% 2,464,469 **% 4,291,359 1.5% ****%

* Less than 1% of Accenture SCA’s Class I common shares outstanding.** Less than 1% of Accenture Ltd’s Class A common shares outstanding.*** Less than 1% of Accenture Ltd’s Class X common shares outstanding.**** Less than 1% of the total number of Accenture Ltd’s Class A common shares and Class X common shares outstanding.(1) Address for all persons listed is c/o Accenture, 1661 Page Mill Road, Palo Alto, California 94304 USA.(2) Subject to the provisions of its Articles of Association, Accenture SCA is obligated, at the option of the holder of its shares and at any time, to redeem

any outstanding Accenture SCA Class I common shares held by the holder. The redemption price per share generally is equal to its current marketvalue as determined in accordance with Accenture SCA’s Articles of Association. Accenture SCA has the option to pay this redemption price withcash or by delivering Accenture Ltd Class A common shares on a one−for−one basis. Each time an Accenture SCA Class I common share isredeemed from a holder, Accenture Ltd has the option, and intends to, redeem an Accenture Ltd Class X common share from that holder, for aredemption price equal to the par value of the Accenture Ltd Class X common share, or $.0000225.

(3) Includes 200,000 Accenture SCA Class I common shares held by a limited partnership in which Mr. Forehand has a beneficial interest.(4) Consists of 10,239 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from

December 5, 2005.(5) Includes 55,000 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,

2005.(6) Includes 35,000 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,

2005.(7) Consists of 55,000 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from

December 5, 2005.(8) Consists of 9,020 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from

December 5, 2005.(9) Includes 9,658 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,

2005.(10) Includes 10,842 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,

2005.(11) Consists of 27,335 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from

December 5, 2005.(12) Consists of 25,968 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from

December 5, 2005.

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CERTAIN TRANSACTIONS AND RELATIONSHIPS

Senior Executive Tax Costs

We have informed certain of our senior executives that if a senior executive reports for tax purposes the transactions involvedin connection with our transition to a corporate structure, we will provide a legal defense to that individual if his or her reportingposition is challenged by the relevant tax authority. In the event such a defense is unsuccessful, and the senior executive is thensubject to extraordinary financial disadvantage, we will review such circumstances for that individual and find an appropriate wayto avoid severe financial damage to that individual.

Transactions with Directors

Berthold von Schimmelmann is employed by Accenture at an annual salary of approximately $66,000 for fiscal 2006. Mr. vonSchimmelmann is the son of Wulf von Schimmelmann, one of our non−management directors.

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BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT

OF ANY CLASS OF VOTING SECURITIES

As of December 5, 2005, the only persons known by us to be beneficial owners of more than five percent of Accenture LtdClass A common shares or Class X common shares were as follows:

Accenture Ltd Class A Accenture Ltd Class Xcommon shares common shares Percentage of the

total number ofShares % of Shares Shares % of Shares Class A and Class X

beneficially beneficially beneficially beneficially common sharesName and Address of Beneficial Owner owned owned owned owned beneficially owned

Stichting Naritaweg INaritaweg 1551043 BW AmsterdamThe Netherlands — — 18,018,794(1) 6.4% 2.1%

Stichting Naritaweg IINaritaweg 1551043 BW AmsterdamThe Netherlands — — 21,395,634(1) 7.6% 2.5%

Wellington Management Co. LLP75 State StreetBoston, Massachusetts 02109 40,013,545(2) 7.0% — — 4.7%

Massachusetts Financial Services Company500 Boylston StreetBoston, Massachusetts 02116 29,511,390(3) 5.2% — — 3.5%

Barclays Global Investors, NA et. al45 Fremont StreetSan Francisco, California 94105 29,424,290(4) 5.2% — — 3.5%

(1) Two Dutch foundations, Stichting Naritaweg I and Stichting Naritaweg II, hold Accenture Ltd Class X common shares that would otherwise have beenheld by some of our senior executives.

(2) Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005 by Wellington ManagementCo. LLP, reporting shared power to vote or direct the vote over 26,863,147 Class A common shares and shared power to dispose or direct the dispositionof 40,013,545 Class A common shares.

(3) Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on February 8, 2005 by Massachusetts FinancialServices Company, reporting sole power to vote or direct the vote over 26,545,447 Class A common shares and sole power to dispose or direct thedisposition of 29,511,390 Class A common shares.

(4) Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on February 15, 2005 by Barclays GlobalInvestors, NA and certain related entities, reporting sole power to vote or direct the vote over 27,145,076 Class A common shares and sole power todispose or direct the disposition of 29,424,290 Class A common shares.

As of December 5, 2005, Accenture SCA and certain wholly−owned subsidiaries of Accenture SCA and Accenture Ltddirectly and indirectly beneficially owned an aggregate of 39,123,882 Accenture Ltd Class A common shares, or 6.9% of theoutstanding Class A common shares. Accenture SCA and these subsidiaries will exercise their power to vote or direct the vote ofthe Class A common shares beneficially owned by them in a manner that will have no impact on the outcome of any vote of theshareholders of Accenture Ltd.

SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS

Our annual general meeting of shareholders for 2007 is expected to occur in February 2007. In accordance with the rulesestablished by the SEC, any shareholder proposal submitted pursuant to Rule 14a−8 to be included in the proxy statement for thatmeeting must be received by us by August 31, 2006. If you would like to submit a shareholder proposal to be included in thoseproxy materials, you should send your proposal to our General Counsel and Secretary at 1661 Page Mill Road, Palo Alto,

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California, 94304, USA. In order for your proposal to be included in the proxy statement, the proposal must comply with therequirements established by the SEC.

Bermuda law provides that shareholders who collectively hold at least 5% of the total voting rights of the outstanding Class Acommon shares and Class X common shares, or any group comprised of at least 100 or more registered shareholders, may requirea proposal to be submitted to an annual general meeting of shareholders. Bermuda law generally requires that notice of such aproposal must be deposited at Accenture’s registered office not less than six weeks before the date of the meeting.

These advance notice provisions of Bermuda law are in addition to, and separate from, the requirements that a shareholdermust meet in order to have a proposal included in the proxy statement under the rules of the Securities and ExchangeCommission.

A proxy granted by a shareholder will give discretionary authority to the proxies to vote on any matters introduced pursuant tothe above advance notice provisions of Bermuda law, subject to applicable rules of the SEC.

INCORPORATION BY REFERENCE

To the extent that this proxy statement is incorporated by reference into any other filing under the Securities Act of 1933 orthe Securities Exchange Act of 1934, the sections of this proxy statement entitled “Report of the Audit Committee” (to the extentpermitted by the rules of the SEC), “Report of the Compensation Committee on Executive Compensation,” “Report of the FinanceCommittee,” “Report of the Nominating & Governance Committee” and “Performance Graph” will not be deemed incorporated,unless specifically provided otherwise in that other filing.

SUBMITTING YOUR PROXY BY TELEPHONE OR VIA THE INTERNET

You may submit your proxy either by mail, by telephone or via the Internet. Please see the proxy card that accompanies thisproxy statement for specific instructions on how to submit your proxy by any of these methods.

If you submit your proxy by telephone or via the Internet, then in order for your vote to be counted, your proxy must bereceived by 11:59 p.m., Eastern Standard Time, on January 31, 2006 (January 27, 2006 for Accenture employees who aresubmitting proxies for shares received through our employee plans and held by Smith Barney). Even if you submit your proxy bytelephone or via the Internet, you can still vote your shares in person if you decide to attend the Annual Meeting.

The telephone and Internet proxy submission procedures are designed to authenticate shareholders’ identities, to allowshareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. We havebeen advised that the Internet proxy submission procedures that have been made available to you are consistent with therequirements of applicable law. If you submit your proxy via the Internet, then you should understand that there may be costsassociated with electronic access, such as usage charges from Internet access providers and telephone companies, which you mustbear.

ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS

Our shareholder communications are available electronically. You may elect to receive or access future copies of thesematerials electronically as an alternative to receiving printed copies by mail. By signing up for electronic delivery, you can receiveshareholder communications as soon as they are available without waiting for them to arrive in the mail. You can also reduce thenumber of bulky documents in your personal files, eliminate duplicate mailings, conserve natural resources and help us reduce ourprinting and mailing costs. If you are an employee shareholder, then you will receive these

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materials electronically but will have the right to receive printed copies by mail. To sign up for electronic delivery, please submityour proxy via the Internet at www.cesvote.com and, when prompted, indicate that you agree to receive or access shareholdercommunications electronically in future years, or you can check the box on your proxy card to indicate that you agree to receiveor access these communications electronically. If you are an employee shareholder who would like to receive printed copies bymail, or if you would like to revoke your previously provided consent to electronic delivery, you may write or call our InvestorRelations Group at the following address or phone number: Accenture, Investor Relations, 1345 Avenue of the Americas, NewYork, New York 10105 USA, telephone number +1 877−ACN−5659 (+1 877−226−5659) in the United States and Puerto Ricoand +1 703−797−1711 outside the United States and Puerto Rico.

HOUSEHOLDING OF SHAREHOLDER DOCUMENTS

We may send a single set of shareholder documents to any household at which two or more shareholders reside. This processis called “householding.” This reduces the volume of duplicate information received at your household and helps us to reduce ourcosts. Your materials may be househeld based on your prior express or implied consent. If your materials have been househeldand you wish to receive separate copies of these documents, you may write or call our Investor Relations Group at the followingaddress or phone number: Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105 USA,telephone number +1 877−ACN−5659 (+1 877−226−5659) in the United States and Puerto Rico and +1 703−797−1711 outsidethe United States and Puerto Rico.

December 29, 2005

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Submit your Proxy by Internetat http://www.cesvote.com

Have your proxy card available when you access the website athttp://www.cesvote.com and follow the simple instructions to record yourproxy.

Submit your Proxy byTelephone at 1−888−693−8683

Have your proxy card available when you call 1−888−693−8683 using atouch−tone phone and follow the simple instructions to record your proxy.

Submit your Proxy by Mail

Please mark, sign and date your proxy card and return it in the postage−paidenvelope provided or mail it to: National City Bank, P.O. Box 535600,Pittsburgh, PA 15253.

Submit Your Proxy Submit Your Proxy Submit Your Proxyby Internet by Telephone by Mail

Access the website and Call toll−free using a Return yourcast your vote: touch−tone phone: proxy in the

http://www.cesvote.com 1−888−693−8683 envelope providedSubmit your proxy 24 hours a day, 7 days a week!

If you vote by Internet or telephone, please do not mail your proxy card.

Ł

Proxy must be signed and dated below.Œ Please fold and detach card at perforation before mailing. Œ

Accenture Ltd ProxyThis proxy is solicited on behalf of the Board of Directors for the 2006 Annual General Meeting of Shareholders.The undersigned hereby appoints William D. Green, Michael G. McGrath and Douglas G. Scrivner as proxies, each with full power of substitution, andhereby authorizes each of them to represent and to vote, as designated on the reverse side, all Class A common shares and Class X common shares ofAccenture Ltd held of record by the undersigned on December 5, 2005, at the 2006 Annual General Meeting of Shareholders to be held on February 1, 2006and at any adjournment or postponement thereof. The undersigned hereby further authorizes such proxies to vote in their discretion upon such other mattersas may properly come before such Annual General Meeting of Shareholders and at any adjournment or postponement thereof.

Signature

Signature (if held by joint tenants)

Date:

Please sign this proxy card exactly as your name appears to the left. Proxiesshould be dated when signed. When shares are held by joint tenants, bothshould sign. When signing as attorney, executor, administrator, trustee,guardian or other similar capacity, please give your full title as such. If acorporation, a duly authorized officer of the corporation should sign on behalfof the corporation, or the seal of the corporation should be affixed. If apartnership, a partner should sign in the partnership’s name.

Electronic Access To Future Documents Now AvailableYou have the option to access our future shareholder communications (e.g., annual reports, proxy statements, interim communications) over the Internet,instead of receiving those documents in the mail. Your participation is completely voluntary. If you give your consent, you will receive a notice by email,informing you that materials are available and providing you with the Internet location where these materials are available. Our material will be presented inPDF format. There is no cost to you for this service other than any charges you may incur from your Internet provider, telephone and/or cable company.Once you give your consent, it will remain in effect until you inform us otherwise. You may revoke your consent at any time after you give it by sending awritten notice to Accenture’s Secretary at 1661 Page Mill Rd, Palo Alto, California 94304, Attn: Corporate Secretary.To give your consent, please follow the prompts when you vote by telephone or over the Internet or check the appropriate box located at the bottom of theattached proxy card when you vote by mail.

Your vote is important!Please submit your proxy via the Internet or by telephone using the instructions on the reverse side of this proxy card, or mark, sign, date and return thisproxy card in the enclosed reply envelope. In order for your mailed proxy to be counted, your proxy must be received no later than January 31, 2006(January 27, 2006 if your shares are held through Smith Barney). Submitting your proxy will not affect your right to vote in person if you decide to attendthe Annual General Meeting of Shareholders.

Proxy must be signed and dated on the reverse side.Œ Please fold and detach card at perforation before mailing. Œ

Accenture Ltd ProxyTHIS PROXY, WHEN PROPERLY EXECUTED AND DELIVERED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNEDSHAREHOLDER. IF YOU SIGN AND RETURN THIS PROXY BUT NO DIRECTIONS ARE GIVEN, THEN THIS PROXY WILL BE VOTED“FOR” PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLYCOME BEFORE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.The Board of Directors of Accenture Ltd recommends that you vote FOR Proposals 1 and 2.

1. Appointment of the following nominees to the Board of Directors:(1) Dina Dublon: o FOR o AGAINST o ABSTAIN(2) William D. Green: o FOR o AGAINST o ABSTAIN

2. Re−appointment of KPMG LLP as independent auditors for the 2006 fiscal year and authorization of the Audit Committee of the Board ofDirectors to determine KPMG LLP’s remuneration.o FOR o AGAINST o ABSTAIN

o Please check this box if you plan to attend the Annual GeneralMeeting of Shareholders.

o Please check this box if you consent to access future shareholdercommunications via the Internet.

IMPORTANT—THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

EXHIBIT VI

MEMORANDUM OF CONTINUANCE OF ACCENTURE LTD, DATED FEBRUARY 21, 2001

Exhibit 3.1

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF CONTINUANCE OF

COMPANY LIMITED BY SHARES

(Section 132C(2))

MEMORANDUM OF CONTINUANCE

OF

ACCENTURE LTD

(hereinafter referred to as “the Company”)

The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.1.

The Company is an exempted company as defined by the Companies Act 1981.2.

The authorised share capital of the Company is US$30,000 divided into 30,000 shares of US$1.00 each. The minimum share capital of thecompany is US$12,000.

3.

The Company shall not have power to hold land situated in Bermuda.4.

Details of Incorporation:

The Company was incorporated in Curacao under the Commercial Code of the Netherlands Antilles, on 8 December 1995 under the name A.C.Technology (ACT) N.V.

5.

The objects of the Company from the date of continuance are:−6.

6.1 to carry on business as a holding company and to acquire and hold shares, stocks, debenture stock,bonds, mortgages, obligations and securities and interests of any kind issued or guaranteed by anycompany, corporation or undertaking of whatever nature and wherever constituted or carrying onbusiness, whether in Bermuda or elsewhere, and to vary, transpose, dispose of or otherwise deal with,from time to time as may be considered expedient, any of the Company’s investments for the timebeing;

6.2 to acquire any such shares and other securities as are mentioned in the preceding paragraph bysubscription, syndicate participation, tender, purchase, exchange or otherwise and to subscribe for thesame, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise andenforce all rights and powers conferred by or incident to the ownership thereof;

6.3 to co−ordinate the administration, policies, management, supervision, control, research, planning,trading and any and all other activities of, and to act as financial advisers and consultants to, anycompany or companies now or hereafter incorporated or acquired which may be or may become agroup company (which expression, in this and the next following paragraph, means a company,wherever incorporated, which is or becomes a holding company or a subsidiary of, or affiliated with,the Company within the meanings respectively assigned to those terms in The Companies Act 1981 ofBermuda) or, with the prior written approval of the Minister of Finance of Bermuda, to any companyor companies now or hereafter incorporated or acquired (which are not group companies) with whichthe Company may be or may become associated;

6.4 to provide financing and financial investment, management and advisory services to any groupcompany, which shall include but not be limited to granting or providing credit and financialaccommodation, lending and making advances with or without interest to any group company andlending to or depositing with any bank funds or other assets to provide security (by way of mortgage,charge, pledge, lien or otherwise) for loans or other forms of financing granted to such group companyby such bank; and

6.5 to acquire by purchase or otherwise and hold, sell, dispose of and deal in real property situated outsideBermuda and the Netherlands Antilles and in personal property of all kinds wheresoever situated; and

6.6 to enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure withor without consideration or benefit the performance of any obligations of any person or persons and toguarantee the fidelity of individuals filling or about to fill situations of trust or confidence;

Provided that the Company shall not be deemed to have the power to act as executor or administrator, or astrustee, except in connection with the issue of bonds and debentures by the Company or any groupcompany or in connection with a pension scheme for the benefit of employees or former employees of theCompany or a group company or their respective predecessors, or the dependants or connections of suchemployees or former employees.

Signed by a duly authorised director in the presence of at least one witness attesting the signature thereof:−

/s/ Michael EmmonsDirector

/s/ C.A. AtwoodWitness

Dated: February 21, 2001

THE COMPANIES ACT 1981

FIRST SCHEDULE (section 11(1))

A company limited by shares, or other company having a share capital, may exercise all or any of thefollowing powers subject to any provision of law or its memorandum−

(1) [repealed by 1992:51]

(2) to acquire or undertake the whole or any part of the business, property and liabilities of anyperson carrying on any business that the company is authorized to carry on;

(3) to apply for, register, purchase, lease, acquire, hold, use, control, licence, sell, assign or disposeof patents, patent rights, copyrights, trade marks, formulae, licences, inventions, processes,distinctive marks and similar rights;

(4) to enter into partnership or into any arrangement for sharing of profits, union of interests,co−operation, joint venture, reciprocal concession or otherwise with any person carrying on orengaged in or about to carry on or engage in any business or transaction that the company isauthorized to carry on or engage in or any business or transaction capable of being conducted soas to benefit the company;

(5) to take or otherwise acquire and hold securities in any other body corporate having objectsaltogether or in part similar to those of the company or carrying on any business capable ofbeing conducted so as to benefit the company;

(6) subject to section 96 to lend money to any employee or to any person having dealings with thecompany or with whom the company proposes to have dealings or to any other body corporateany of whose shares are held by the company;

(7) to apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase orotherwise and to exercise, carry out and enjoy any charter, licence, power, authority, franchise,concession, right or privilege, that any government or authority or any body corporate or otherpublic body may be empowered to grant, and to pay for, aid in and contribute toward carrying itinto effect and to assume any liabilities or obligations incidental thereto;

(8) to establish and support or aid in the establishment and support of associations, institutions,funds or trusts for the benefit of employees or former employees of the company or itspredecessors, or the dependants or connections of such employees or former employees, andgrant pensions and allowances, and make payments towards insurance or for any object similarto those set forth in this paragraph, and to subscribe or guarantee money for charitable,benevolent, educational or religious objects or for any exhibition or for any public, general oruseful objects;

(9) to promote any company for the purpose of acquiring or taking over any of the property andliabilities of the company or for any other purpose that may benefit the company;

(10) to purchase, lease, take in exchange, hire or otherwise acquire any personal property and anyrights or privileges that the company considers necessary or convenient for the purposes of itsbusiness;

(11) to construct, maintain, alter, renovate and demolish any buildings or works necessary orconvenient for its objects;

(12) to take land in Bermuda by way of lease or letting agreement for a term not exceeding fiftyyears, being land bona fide required for the purposes of the business of the company and withthe consent of the Minister granted in his discretion to take land in Bermuda by way of lease orletting agreement for a term not exceeding twenty−one years in order to provideaccommodation or recreational facilities for its officers and employees and when no longernecessary for any of the above purposes to terminate or transfer the lease or letting agreement;

(13) except to the extent, if any, as may be otherwise expressly provided in its incorporating Act ormemorandum and subject to this Act every company shall have power to invest the moneys ofthe Company by way of mortgage of real or personal property of every description in Bermuda

or elsewhere and to sell, exchange, vary, or dispose of such mortgage as the company shall fromtime to time determine;

(14) to construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways,branches or sidings, bridges, reservoirs, watercourses, wharves, factories, warehouses, electricworks, shops, stores and other works and conveniences that may advance the interests of thecompany and contribute to, subsidize or otherwise assist or take part in the construction,improvement, maintenance, working, management, carrying out of control thereof;

(15) to raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement,guarantee or otherwise, any person and guarantee the performance or fulfilment of any contractsor obligations of any person, and in particular guarantee the payment of the principal of andinterest on the debt obligations of any such person;

(16) to borrow or raise or secure the payment of money in such manner as the company may thinkfit;

(17) to draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes,bills of lading, warrants and other negotiable or transferable instruments;

(18) when properly authorized to do so, to sell, lease, exchange or otherwise dispose of theundertaking of the company or any part thereof as an entirety or substantially as an entirety forsuch consideration as the company thinks fit;

(19) to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise dealwith the property of the company in the ordinary course of its business;

(20) to adopt such means of making known the products of the company as may seem expedient, andin particular by advertising, by purchase and exhibition of works of art or interest, bypublication of books and periodicals and by granting prizes and rewards and making donations;

(21) to cause the company to be registered and recognized in any foreign jurisdiction, and designatepersons therein according to the laws of that foreign jurisdiction or to represent the companyand to accept service for and on behalf of the company of any process or suit;

(22) to allot and issue fully−paid shares of the company in payment or part payment of any propertypurchased or otherwise acquired by the company or for any past services performed for thecompany;

(23) to distribute among the members of the company in cash, kind, specie or otherwise as may beresolved, by way of dividend, bonus or in any other manner considered advisable, any propertyof the company, but not so as to decrease the capital of the company unless the distribution ismade for the purpose of enabling the company to be dissolved or the distribution, apart fromthis paragraph, would be otherwise lawful;

(24) to establish agencies and branches;

(25) to take or hold mortgages; hypothecs, liens and charges to secure payment of the purchase price,or of any unpaid balance of the purchase price, of any part of the property of the company ofwhatsoever kind sold by the company, or for any money due to the company from purchasersand others and to sell or otherwise dispose of any such mortgage, hypothec, lien or charge;

(26) to pay all costs and expenses of or incidental to the incorporation and organization of thecompany;

(27) to invest and deal with the moneys of the company not immediately required for the objects ofthe company in such manner as may be determined;

(28) to do any of the things authorized by this Schedule and all things authorized by itsmemorandum as principals, agents, contractors, trustees or otherwise, and either alone or inconjunction with others;

(29) to do all such other things as are incidental or conductive to the attainment of the objects and theexercise of the powers of the company.

Every company may exercise its powers beyond the boundaries of Bermuda to the extent to which thelaws in force where the powers are sought to be exercised permit.

EXHIBIT VII

FORM OF BYE-LAWS OF ACCENTURE LTD, EFFECTIVE AS OF FEBRUARY 2, 2005

Exhibit 3.1

BYE−LAWS

OF

ACCENTURE LTD

(effective 2 February 2005)

Bye−Laws of Accenture Ltd

TABLE OF CONTENTS

PageINTERPRETATIONREGISTERED OFFICE

14

SHARE CAPITAL 4SHARE RIGHTS 6VARIATION OF RIGHTS 8SHARES 8INCREASE OF CAPITAL 9ALTERATION OF CAPITAL 9REDUCTION OF CAPITAL 10CERTIFICATES 11LIEN 12CALLS ON SHARES 13FORFEITURE OF SHARES 14REGISTER OF SHAREHOLDERS 15REGISTER OF DIRECTORS AND OFFICERS 16TRANSFER OF SHARES 16RESTRICTIONS ON TRANSFER OF COVERED SHARES 17TRANSMISSION OF SHARES 26GENERAL MEETINGS 27NOTICE OF GENERAL MEETINGS 28PROCEEDINGS AT GENERAL MEETINGS 28VOTING 31PROXIES AND CORPORATE REPRESENTATIVES 33AMALGAMATIONS, DISCONTINUANCE AND SALES 35APPOINTMENT AND REMOVAL OF DIRECTORS 36RESIGNATION AND DISQUALIFICATION OF DIRECTORS 38DIRECTORS’ REMUNERATION AND EXPENSES 39DIRECTORS’ INTERESTS 40POWERS OF THE BOARD 41DELEGATION OF THE BOARD’S POWERS 42PROCEEDINGS OF THE BOARD 43OFFICERS 45MINUTES 45SECRETARY AND RESIDENT REPRESENTATIVE 46THE SEAL 46DIVIDENDS AND OTHER PAYMENTS 46RESERVES 48CAPITALISATION OF RESERVES 48RECORD DATES 51ACCOUNTING RECORDS 51AUDITORS 52UNTRACED SHAREHOLDERS 52SERVICE OF NOTICES AND OTHER DOCUMENTS 53DESTRUCTION OF DOCUMENTS 54WINDING UP 55EXEMPTION AND INDEMNIFICATION OF OFFICERS 55ALTERATION OF BYE−LAWS 56

Bye−Laws

of

Accenture Ltd

INTERPRETATION

1. In these Bye−Laws, unless the context otherwise requires:

“Bermuda” means the Islands of Bermuda;

“Board” means the board of directors for the time being of the Company;

“Bye−Laws” means these Bye−Laws in their present form or as from time to time amended;

“Class A Common Shares” means class A common shares of par value US$0.0000225 per share (or such other par value as may result from anyreorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Bye−Laws;

“Class X Common Shares” means redeemable class X common shares of par value US$0.0000225 per share (or such other par value as may resultfrom any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Bye−Laws;

“clear days” means, in relation to the period of a notice, that period excluding the day on which the notice is given or served, or deemed to be givenor served, and the day for which it is given or on which it is to take effect;

“Companies Acts” means every Bermuda statute, regulation and order from time to time in force concerning companies insofar as the same apply tothe Company;

“Company” means Accenture Ltd, an exempted company registered in Bermuda with registration number EC 30090 (following its continuance intoBermuda on 21 February 2001);

“Director” means a director for the time being of the Company;

“Employee Covered Shares” has the same meaning as is given to that term in the Voting Agreement;

“Group Company” means the Company, any holding company of the Company and any subsidiary of the Company or of any such holdingcompany;

“Officer” means a Director, Secretary, or other officer of the Company appointed pursuant to Bye−Law 105, but does not include any person holdingthe office of auditor in relation to the Company;

“Paid Up” means paid up or credited as paid up;

“Person entitled by Transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy of a Shareholder or ofany other event giving rise to its transmission by operation of law has been noted in the Register;

“Redemption Date” means the date specified in a notice served by the Company on a Class X Common Shareholder under Bye−Law 4.3(d);

“Register” means the register of shareholders of the Company and, except in Bye−Laws 38.1, 38.2 and 38.3, includes any branch register;

“Registered Office” means the registered office for the time being of the Company;

“Resident Representative” means the person or, if permitted by the Companies Acts, the company appointed to perform the duties of residentrepresentative of the Company as set out in the Companies Acts (and includes any assistant or deputy resident representative appointed by the Board);

“Resolution” means a resolution of the Shareholders or, where required, of a separate class or separate classes of Shareholders, adopted in generalmeeting or passed in accordance with the provisions of these Bye−Laws;

“Seal” means the common seal of the Company and includes any duplicate seal;

“Secretary” means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries and includes a deputy or assistantsecretary and any person appointed by the Board to perform any of the duties of the secretary;

“Shareholder” means a holder of a share (of any class) of the Company;

“Share” means any share in the capital of the Company;

“Subsidiary” and “holding company” have the same meanings as in section 86 of the Companies Act 1981, except that references in that section toa company shall include any body corporate or other legal entity, whether incorporated or established in Bermuda or elsewhere;

“Undesignated Shares” means the 2,000,000,000 shares of par value US$0.0000225 per share (or such other par value as may result from anyreorganisation of capital) in the capital of the Company, having such rights and being subject to such limitations as may be attached to them pursuantto Bye−Law 5.3;

“US dollars” or “US$” means United States dollars; and

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“Voting Agreement” means the voting agreement relating to shares in the Company to be dated as of 18 April 2001 and entered into among theCompany and the covered persons from time to time party to that agreement.

2. For the purposes of these Bye−Laws, unless the context otherwise requires:

2.1 a corporation shall be deemed to be present in person at a meeting if its representative, duly authorised pursuant to these Bye−Laws, is present;

2.2 words importing only the singular number include the plural number and vice versa;

2.3 words importing only one gender include the other genders;

2.4 references to a company include any body corporate or other legal entity, whether incorporated or established in Bermuda or elsewhere;

2.5 references to a person include any company, partnership or other body of persons, whether corporate or not, any trust and any government,governmental body or agency or public authority, whether of Bermuda or elsewhere;

2.6 references to writing include typewriting, printing, lithography, photography, electronic mail and other modes of representing or reproducing words ina legible and non−transitory form;

2.7 a reference to anything being done by electronic means includes its being done by means of any electronic or other communications equipment orfacilities and references to any communication being delivered or received, or being delivered or received at a particular place, include thetransmission of an electronic or similar communication, and to a recipient identified in such manner or by such means, as the Board may from time totime approve or prescribe, either generally or for a particular purpose;

2.8 references to a signature or to anything being signed or executed include such forms of electronic signature or other means of verifying theauthenticity of an electronic or similar communication as the Board may from time to time approve or prescribe, either generally or for a particularpurpose;

2.9 references to a dividend include a distribution paid in respect of shares to Shareholders out of contributed surplus or any other distributable reserve;

2.10 any words or expressions defined in the Companies Acts, if not otherwise defined in or given a particular meaning by these Bye−Laws, have the samemeaning in these Bye−Laws, except that the definition of “attorney” shall not apply;

2.11 any reference to any statute or statutory provision (whether of Bermuda or elsewhere) includes a reference to any modification or re−enactment of itfor the time being in force and to every rule, regulation or order made under it (or under any such modification or re−enactment) and for the timebeing in force and any reference to any rule, regulation or order made under any such statute or statutory provision includes a

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reference to any modification or replacement of such rule, regulation or order for the time being in force; and

2.12 references to shares carrying the general right to vote at general meetings of the Company are to those shares (of any class or series) carrying the rightto vote, other than shares which entitle the holders to vote only in limited circumstances or upon the occurrence of a specified event or condition(whether or not those circumstances have arisen or that event or condition has occurred).

REGISTERED OFFICE

3. The Registered Office shall be at such place in Bermuda as the Board from time to time decides.

SHARE CAPITAL

4.1 The authorised share capital of the Company at the date of adoption of these Bye− Laws is US$517,500 divided into 20,000,000,000 Class ACommon Shares, 1,000,000,000 Class X Common Shares and 2,000,000,000 Undesignated Shares.

4.2 Class A Common Shares

The Class A Common Shares shall entitle the holders thereof to the following rights:−

(a) as regards dividend :−

after making all necessary provisions, where relevant, for payment of any preferred dividend in respect of any preference shares in theCompany then outstanding, the Company shall apply any profits or reserves which the Directors resolve to distribute in paying such profits orreserves to the holders of the Class A Common Shares in respect of their holdings of such shares pari passu and pro rata to the number ofClass A Common Shares held by each of them;

(b) as regards capital :−

on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Class A Common Shares shall be entitled to be paid thesurplus assets of the Company remaining after payment of its liabilities (subject to the rights of the holders of any preferred shares in theCompany then in issue having preferred rights on a return of capital) in respect of their holdings of Class A Common Shares pari passu and prorata to the number of Class A Common Shares held by each of them;

(c) as regards voting in general meetings:−

the holders of the Class A Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company;every holder of Class A Common Shares present in person or by proxy shall have one vote

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for each Class A Common Share held by him (and, except as otherwise provided by the Companies Acts or these Bye−Laws, the holders ofClass A Common Shares and Class X Common Shares shall vote as a single class).

4.3 Class X Common Shares

The Class X Common Shares shall entitle the holders thereof to the following rights and will be subject to the following restrictions:−

(a) as regards dividend:−

the holders of Class X Common Shares will have no right to receive any dividend or distribution in respect of their holdings of Class XCommon Shares;

(b) as regards capital:−

on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Class X Common Shares will not be entitled to anypayment out of the surplus assets of the Company in respect of their holdings of Class X Common Shares;

(c) as regards voting in general meetings:−

the holders of the Class X Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company;every holder of Class X Common Shares present in person or by proxy shall have one vote for each Class X Common Share held by him (and,except as otherwise provided by the Companies Acts or these Bye−Laws, the holders of Class A Common Shares and Class X Common Sharesshall vote as a single class);

(d) as regards redemption:−

(i) subject as provided in this Bye−Law 4.3(d), any Class X Common Shares may, at the option of the Company, at any time (subject to therequirements of the Companies Acts) be redeemed by the Company;

(ii) if the Company exercises its right under this Bye−Law 4.3(d) it will, within 30 days of the Redemption Date, notify the Class X CommonShareholder in writing of the date of completion of the redemption, the number of Class X Common Shares held by him which have beenredeemed and of his right to claim a redemption payment under paragraph (iii);

(iii) (subject to delivery of any share certificate as referred to in paragraph (iv) below) the Company will, within 30 days of receipt by it fromthe Shareholder of a written request for payment, (subject to paragraph (v) below) pay to such holder or, in the case of joint holders, tothe holder whose name stands first in the register of members in respect of such

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shares, in respect of each Class X Common Share which has been redeemed the par value of that share;

(iv) the holder of any Class X Common Shares which have been redeemed shall, within 30 days of receipt by him of the notice referred to inparagraph (ii), deliver to the Company at its Registered Office (or such other place as the Company directs) any certificates for theClass X Common Shares held by him which have been redeemed. If relevant, the Company will issue to the Shareholder a new sharecertificate for any unredeemed Class X Common Shares held by that shareholder);

(v) if a redemption of Class X Common Shares under this Bye−Law 4.3(d) would otherwise result in the Shareholder being entitled toreceive a redemption payment of a fractional part of one cent of a US dollar, then the amount of the payment will be rounded up to thenearest whole cent;

(vi) the receipt of the registered holder or, in the case of joint holders, the holder whose name stands first in the register of members for thetime being of Class X Common Shares being redeemed for the monies payable on redemption of such shares shall constitute an absolutedischarge to the Company in respect thereof; and

(vii) any redemption payment which is uncollected for a period of 1 year from the date of issue by the Company of the notice relating to itunder paragraph (ii) above shall be forfeited and will revert to the Company;

(e) as regards transfer:−

Class X Common Shares are not transferable by their holders, unless the Class X Common Shareholder has received the prior written consentof the Company to the proposed transfer to the proposed transferee; and

(f) as regards certificates:−

unless the Board resolves otherwise (either generally or in any particular case or cases) holders of Class X Common Shares will not be entitledto receive a share certificate in respect of any Class X Common Shares held by him.

SHARE RIGHTS

5.1 Subject to the Companies Acts and to the rights conferred on the holders of any other class of shares, any share in the Company may be issued with orhave attached to it such preferential, deferred, qualified or special rights, privileges or conditions as the Company may by Resolution decide or, if nosuch Resolution is in effect or insofar as the Resolution does not make specific provision, as the Board may from time to time determine.

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5.2 Without limiting the foregoing and subject to the Companies Acts, the Company may issue preference shares (including any preference shares createdpursuant to Bye−Law (5.3) which (i) are liable to be redeemed on the happening of a specified event or events or on a given date or dates and/or(ii) are liable to be redeemed at the option of the Company and/or the holder. The terms and manner of redemption of any redeemable shares createdpursuant to Bye−Law 5.3 shall be as the Board may by resolution determine before the allotment of such shares and the terms and manner ofredemption of any other redeemable preference shares shall be either (i) as the Company may by Resolution determine or (ii) insofar as the Board isso authorised by any Resolution, as the Board may by resolution determine, in either case, before the allotment of such shares. A copy of any suchResolution or resolution of the Board for the time being in force shall be attached as an appendix to (but shall not form part of) these Bye−Laws.

5.3 The rights attaching to the Undesignated Shares shall be as follows :

5.3.1 each Undesignated Share shall have attached to it such preferred, qualified or other special rights, privileges and conditions and be subject tosuch restrictions, whether in regard to dividend, return of capital, redemption, conversion into Class A Common Shares or voting or otherwise,as the Board may determine on or before its allotment;

5.3.2 the Board may allot the Undesignated Shares in more than one series and, if it does so, may name and designate each series in such manner as itdeems appropriate to reflect the particular rights and restrictions attached to that series, which may differ in all or any respects from any otherseries of Undesignated Shares;

5.3.3 the particular rights and restrictions attached to any Undesignated Share shall be recorded in a resolution of the Board. The Board may at anytime before the allotment of any Undesignated Share by further resolution in any way amend such rights and restrictions or vary or revoke itsdesignation. A copy of any such resolution or amending resolution for the time being in force shall be annexed as an appendix to (but shall notform part of) these Bye−Laws; and

5.3.4 the Board shall not attach to any Undesignated Share any rights or restrictions which would alter or abrogate any of the special rights attachedto any other class of series of shares for the time being in issue without such sanction as is required for any alteration or abrogation of suchrights, unless expressly authorised to do so by the rights attaching to or by the terms of issue of such shares.

5.4 The terms of any redeemable preference shares (including any redeemable preference shares created pursuant to Bye−Law 5.3) may provide for thewhole or any part of the amount due on redemption to be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.

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VARIATION OF RIGHTS

6.1 Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares for the time being in issue may, unlessotherwise expressly provided in the rights attaching to or by the terms of issue of the shares of that class, from time to time (whether or not theCompany is being wound up), be altered or abrogated with the consent in writing of the holders of not less than 50 per cent of all of the votes capableof being cast at the relevant time at a separate general meeting of the holders of the issued shares of that class or with the sanction of a Resolutionpassed at a separate general meeting of the holders of shares of that class by a majority of not less than 50 per cent of the votes cast.

6.2 All the provisions of these Bye−Laws relating to general meetings of the Company shall apply mutatis mutandis to any separate general meeting ofany class of Shareholders, except that the necessary quorum shall be two or more Shareholders present in person or by proxy together holding orrepresenting a majority of the issued shares of the relevant class; provided that, if the relevant class of Shareholders has only one Shareholder, oneShareholder present in person or by proxy shall constitute the necessary quorum.

7. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching toor the terms of issue of such shares, be deemed to be altered or abrogated by (i) the creation or issue of further shares ranking pari passu with them,(ii) the creation or issue for full value (as determined by the Board) of further shares ranking as regards participation in the profits or assets of theCompany or otherwise in priority to them or (iii) the purchase or redemption by the Company of any of its own shares.

SHARES

8.1 Subject to the other provisions of these Bye−Laws, the unissued shares of the Company (whether forming part of the original share capital or anyincreased capital) shall be at the disposal of the Board, which may offer, allot, grant options or other rights over or otherwise deal with or dispose ofthem to such persons, at such times and for such consideration and generally on such terms and conditions as the Board may from time to timedetermine.

8.2 Shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole shares,so that a share in a fractional denomination shall have, in proportion to the fraction of a whole share that it represents, all the rights of a whole share,including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in awinding−up.

9. The Board may, in connection with the issue of any shares, exercise all powers of paying commissions and brokerages conferred or permitted by law.

10. Subject to the Companies Acts, the Company may purchase its own shares and the Board may (without the sanction of a Resolution) authorise anyexercise of the

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Company’s power to purchase its own shares, whether in the market, by tender or by private agreement, at such prices (whether at par or above orbelow par) and otherwise on such terms and conditions as the Board may from time to time determine. The whole or any part of the amount payableon any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.

11. Except only as otherwise provided in these Bye−Laws, as ordered by a court of competent jurisdiction or as otherwise required by law, the Companyshall be entitled to treat the registered holder of any share (or any fractional part of a share) as the absolute owner of it and accordingly no person shallbe recognised by the Company as holding any share (or any fractional part of a share) upon trust, and the Company shall not be bound by or requiredin any way to recognise (even when having notice of it) any equitable, contingent, future or partial interest or other right in any share (or anyfractional part of a share) except an absolute right to the entirety of the share or to the fractional part of a share in the registered holder of it.

INCREASE OF CAPITAL

12. The Company may from time to time increase its capital by such sum, to be divided into shares of such par value, as the Company by Resolution shallprescribe.

13. The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at paror at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of shares of any class or classesin proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.

14. The new shares shall be subject to all the provisions of these Bye−Laws with reference to lien, the payment of calls, forfeiture, transfer, transmissionand otherwise.

ALTERATION OF CAPITAL

15.1 The Company may (subject to Bye−Law 15.2) from time to time by Resolution:

15.1.1 divide its shares into several classes and attach to them respectively any preferential, deferred, qualified or special rights, privileges orconditions;

15.1.2 consolidate and divide all or any of its share capital into shares of larger par value than any of its existing shares;

15.1.3 sub−divide its shares or any of them into shares of smaller par value than is fixed by its memorandum, so, however, that in the sub−divisionthe proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of theshare from which the reduced share is derived;

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15.1.4 make provision for the issue and allotment of shares which do not carry any voting rights;

15.1.5 cancel shares which, at the date of the passing of the relevant Resolution, have not been taken or agreed to be taken by any person, anddiminish the amount of its authorised share capital by the amount of the shares so cancelled; and

15.1.6 change the currency denomination of its share capital.

15.2 In the case of any split, subdivision, combination or reclassification of Class A Common Shares or Class X Common Shares, the shares of the othersuch class of common shares shall also be split, subdivided, combined or reclassified, in each case so that the numbers of Class A Common Sharesand Class X Common Shares in issue immediately following such split, subdivision, combination or reclassification shall bear the same relationshipto one another as do the numbers of Class A Common Shares and Class X Common Shares in issue immediately prior to such split, subdivision,combination or reclassification.

15.3 Where any difficulty arises in regard to any division, consolidation or sub−division under this Bye−Law 15, the Board may settle the same as it thinksexpedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in dueproportion among the Shareholders who would have been entitled to the fractions, except that any proceeds in respect of any holding which are lessthan a sum fixed by the Board may be retained for the benefit of the Company. For the purpose of any such sale the Board may authorise some personto transfer the shares representing fractions to the purchaser, who shall not be bound to see to the application of the purchase money, nor shall his titleto the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

16. Subject to the Companies Acts and to any confirmation or consent required by law or these Bye−Laws, the Company may from time to time byResolution convert any preference shares in the Company (unless otherwise expressly provided by the rights attaching to or by the terms of issue ofthe preference shares in question) into redeemable preference shares.

REDUCTION OF CAPITAL

17. Subject to the Companies Acts and to any confirmation or consent required by law or these Bye−Laws, the Company may from time to time byResolution authorise the reduction in any manner of its issued share capital (but not to a sum less than the minimum share capital prescribed by itsmemorandum) or any share premium account.

18. In relation to any such reduction, the Company may by Resolution determine the terms upon which the reduction is to be effected, including, in thecase of a reduction of part only of a class of shares, those shares to be affected.

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CERTIFICATES

19.1 Shares shall be issued in registered form. Unless the Board resolves otherwise, no Covered Person (as such term is defined in the Voting Agreement)will be entitled to a share certificate for any shares held by him. Otherwise, unless otherwise provided by the rights attaching to or by the terms ofissue of any particular shares, each Shareholder shall, upon becoming the holder of any share, be entitled to a share certificate for all the shares ofeach class held by him (and, on transferring a part of his holding, to a certificate for the balance), but the Board may decide not to issue certificates forany shares held by, or by the nominee of, any securities exchange or depository or any operator of any clearance or settlement system except at therequest of any such person. In the case of a share held jointly by several persons, delivery of a certificate in their joint names to one of several jointholders shall be sufficient delivery to all.

19.2 Share certificates shall be in such form as the Board may from time to time prescribe, subject to the requirements of the Companies Acts. No fee shallbe charged by the Company for issuing a share certificate.

20. If a share certificate is worn−out or defaced, or alleged to have been lost or destroyed, it may be replaced without fee but on such terms (if any) as toevidence and indemnity and to payment of any exceptional costs and out of pocket expenses of the Company in investigating such evidence andpreparing such indemnity as the Board may think fit and, in case of wearing−out or defacement, on delivery of the certificate to the Company. TheBoard may require any such indemnity to be secured in such manner as the Board may think fit.

21.1 All certificates for shares (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms of issueof any shares otherwise provide, be issued under the Seal or a facsimile of it. Each certificate shall be signed by such person or persons (whether ornot Officers) as the Board may from time to time decide, but the Board may determine that certificates for shares or for particular shares need not besigned by any person.

21.2 The Board may also determine, either generally or in any particular case, that any signatures on certificates for shares (or certificates or agreements orother documents evidencing the issue by the Company of awards under any share option, share incentive or other form of employee benefits planadopted by the Company from time to time) need not be autographic but may be affixed to such certificates, agreements or other documents by somemechanical means or may be facsimiles printed on such certificates, agreements or other documents. If any Officer who has signed, or whosefacsimile signature has been used on, any such certificate, agreement or other document ceases for any reason to hold his office, such certificate,agreement or other document may nevertheless be issued as though that Officer had not ceased to hold such office.

22. Nothing in these Bye−Laws shall preclude (i) title to a share being evidenced or transferred otherwise than in writing to the extent permitted by theCompanies Acts and otherwise as may be determined by the Board from time to time or (ii) the Board

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from recognising the renunciation of the allotment of any share by the allottee in favour of some other person on such terms and subject to suchconditions as the Board may from time to time decide.

LIEN

23. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently due or not, calledor payable in respect of such share. The Company’s lien on a share shall extend to all dividends payable on it. The Board may at any time, eithergenerally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of thisBye−Law.

24.1 The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless somesum in respect of which the lien exists is presently due nor until the expiration of 14 clear days after a notice, stating and demanding payment of thesum presently due and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share orthe person entitled by transmission to it.

24.2 The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt orliability in respect of which the lien exists so far as the same is due, and any residue shall (subject to a like lien for debts or liabilities not presently dueas existed upon the share prior to the sale) be paid to the holder of, or the person entitled by transmission to, the share immediately before such sale.For giving effect to any such sale the Board may authorise some person to transfer the share to the purchaser. The purchaser shall be registered as theholder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by anyirregularity or invalidity in the proceedings relating to the sale.

24.3 Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability uponthe Company to make any payment or empowers any government or taxing authority or government official to require the Company to make anypayment in respect of any shares registered in any of the Company’s registers as held either jointly or solely by any Shareholders or in respect of anydividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Shareholder by the Company on orin respect of any Shares registered as mentioned above or for or on account or in respect of any Shareholder and whether in consequence of:

(a) the death of such Shareholder;

(b) the non−payment of any income tax or other tax by such Shareholder;

(c) the non−payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Shareholder or by orout of his estate; or

(d) any other act or thing;

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in every such case (except to the extent that the rights conferred upon holders of any class of shares render the Company liable to make additionalpayments in respect of sums withheld on account of the foregoing):

(i) the Company shall be fully indemnified by such Shareholder or his executor or administrator from all liability;

(ii) the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in any of the Company’s registersas held either jointly or solely by such Shareholder for all monies paid or payable by the Company as referred to above in respect of suchShares or in respect of any dividends or other monies thereon or for or on account or in respect of such Shareholder under or in consequence ofany such law, together with interest at the rate of 15% per annum (or such other rate as the Board may determine) thereon from the date ofpayment to date of repayment, and the Company may deduct or set off against such dividends or other monies so payable any monies paid orpayable by the Company as referred to above together with interest at the same rate;

(iii) the Company may recover as a debt due from such Shareholder or his executor or administrator (wherever constituted) any monies paid by theCompany under or in consequence of any such law and interest thereon at the rate and for the period referred to above in excess of anydividends or other monies then due or payable by the Company; and

(iv) the Company may if any such money is paid or payable by it under any such law as referred to above refuse to register a transfer of any Sharesby any such Shareholder or his executor or administrator until such money and interest is set off or deducted as referred to above or in the casethat it exceeds the amount of any such dividends or other monies then due or payable by the Company, until such excess is paid to theCompany.

Subject to the rights conferred upon the holders of any class of shares, nothing in this Bye−Law 24.3 will prejudice or affect any right or remedywhich any law may confer or purport to confer on the Company. As between the Company and every such Shareholder as referred to above (and, hisexecutor, administrator and estate, wherever constituted), any right or remedy which such law shall confer or purport to confer on the Company shallbe enforceable by the Company.

CALLS ON SHARES

25.1 The Board may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their shares (whether on account of the parvalue of the shares or by way of premium) and not by the terms of issue of the shares made payable at a date fixed by or in accordance with theirterms of issue and each Shareholder shall (subject to the Company serving on him at least 14 clear days’ notice specifying the time or times and placeof payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed asthe Board may determine.

25.2 A call may be made payable by instalments and shall be deemed to be made at the time when the resolution of the Board authorising the call ispassed.

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25.3 A person on whom a call is made shall (in addition to the transferee) remain liable for it notwithstanding the subsequent transfer of the share inrespect of which the call is made.

26. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.

27. If a sum called in respect of a share is not paid before or on the day appointed for its payment, the person from whom the sum is due shall pay intereston the sum from the day appointed for payment to the time of actual payment at such rate as the Board may determine, but the Board may waivepayment of such interest, wholly or in part.

28. Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue,whether on account of the nominal value of the share or by way of premium, shall for all purposes of these Bye−Laws be deemed to be a call dulymade, notified and payable on the date on which, by the terms of issue, the same becomes payable, and, in case of non−payment, all the relevantprovisions of these Bye−Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call dulymade and notified.

29. The Board may, on the issue of any shares, differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

30. The Board may, if it thinks fit, receive all or any part of the moneys payable on a share beyond the sum actually called up on it if the holder is willingto make payment in advance and, on any moneys so paid in advance, may (until they would otherwise be due) pay interest at such rate as may beagreed between the Board and the Shareholder paying the sum in advance.

FORFEITURE OF SHARES

31. If a Shareholder fails to pay any call or instalment of a call on the day appointed for its payment, the Board may at any time while any part of suchcall or instalment remains unpaid serve on him a notice requiring payment of so much of the call or instalment as is unpaid, together with any interestwhich may have accrued. The notice shall state a further day (not being less than 14 clear days from the date of the notice) on or before which, and theplace where, the payment required by the notice is to be made and shall state that, in the event of non−payment on or before the day and at the placeappointed, the shares in respect of which such call is made or instalment is payable will be liable to be forfeited.

32. The Board may accept the surrender of any share liable to be forfeited, and, in any such case, references in these Bye−Laws to forfeiture includesurrender.

33. If the requirements of any notice given under Bye−Law 31 are not complied with, any share in respect of which the notice was given may, at any timebefore payment of all calls or instalments and interest due in respect of it is made, be forfeited by a

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resolution of the Board to that effect. Such forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited sharesand not actually paid before the forfeiture.

34. When any share has been forfeited, notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or theperson entitled by transmission to it, but no forfeiture shall be invalidated by any omission to give such notice.

35. A forfeited share shall become the property of the Company and may be sold, reoffered or otherwise disposed of either to the person who was, beforeforfeiture, the holder of, or entitled to, the share or to any other person, on such terms and in such manner as the Board thinks fit. At any time before asale, re−allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.

36. A person whose shares have been forfeited shall cease to be a Shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture,remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, togetherwith interest at such rate as the Board may determine from the date of forfeiture until payment and the Company may enforce payment without beingunder any obligation to make any allowance for the value of the shares forfeited.

37. An affidavit to the effect that the deponent is a Director or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shallbe conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The Company may receive the consideration(if any) given for the share on its sale, re−allotment or disposition, and the Board may authorise some person to transfer the share to the person towhom it is sold, re−allotted or disposed of. That person shall be registered as the holder of the share and shall not be bound to see to the application ofthe purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture,sale, re−allotment or disposal of the share.

REGISTER OF SHAREHOLDERS

38.1 The Register shall be kept in the manner prescribed by the Companies Acts at the Registered Office or at such other place in Bermuda as may beauthorised by the Board from time to time.

38.2 The Company may also keep one or more branch registers at such place or places outside Bermuda to the extent and in the manner permitted by theCompanies Acts and the Board may make such regulations as it thinks fit regarding the keeping of any branch register and may revoke or vary anysuch regulations. The Board may authorise any share on the Register to be included in a branch register or any share registered on a branch register tobe registered on another branch register, provided that at all times the Register is maintained in accordance with the Companies Acts.

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38.3 The Register or any branch register may be closed at such times and for such periods as the Board may from time to time decide, subject to theCompanies Acts. Except during such time as it is closed, the Register and each branch register shall be open to inspection in the manner prescribed bythe Companies Acts between 10:00 a.m. and 12:00 noon (or between such other times as the Board from time to time determines) on every workingday.

38.4 Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trustor any equitable, contingent, future or partial interest in any share or any fractional part of a share, and if any such entry exists or is permitted by theBoard it shall not be deemed to abrogate any provisions of Bye−Law 11.

REGISTER OF DIRECTORS AND OFFICERS

39. The Secretary shall maintain a register of the Directors and Officers of the Company as required by the Companies Acts. The register of Directors andOfficers shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or between such othertimes as the Board from time to time determines) on every working day.

TRANSFER OF SHARES

40. Subject to the Companies Acts and to such of the restrictions contained in these Bye− Laws (including, without limitation, Bye−Law 4.3(e)) as maybe applicable, any Shareholder may transfer all or any of his shares (of any class) by an instrument of transfer in the usual common form or in anyother form which the Board may from time to time approve. The instrument of transfer may be endorsed on the certificate.

41.1 The instrument of transfer of a share shall be signed by or on behalf of the transferor and, if the share is not fully paid, by or on behalf of thetransferee and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect ofit. All instruments of transfer may be retained by the Company.

41.2 The Board may, in its absolute discretion and without assigning any reason for its decision, decline to register any transfer of any share which is not afully−paid share. The Board may also decline to register any transfer if:

41.2.1 the instrument of transfer is not duly stamped, if required, and lodged at the Registered Office or any other place as the Board may from timeto time specify for the purpose, accompanied by the certificate (if any) for the shares to which it relates and such other evidence as the Boardmay reasonably require to show the right of the transferor to make the transfer;

41.2.2 the instrument of transfer is in respect of more than one class of share;

41.2.3 the instrument of transfer is in favour of more than four persons jointly;

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41.2.4 it is not satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Bermuda or anyother applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; or

41.2.5 it is not satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and thetransferor are party or subject.

41.3 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under Bye−Law41.2 and Bye−Laws 40 and 42.

42.1 If the Board declines to register a transfer it shall, within one month after the date on which the instrument of transfer was lodged, send to thetransferee notice of such refusal.

42.2 No fee shall be charged by the Company for registering any transfer or for making any entry in the Register concerning any other document relatingto or affecting the title to any share (except that the Company may require payment of a sum sufficient to cover any tax or other governmental chargethat may be imposed on it in connection with such transfer or entry).

RESTRICTIONS ON TRANSFER OF COVERED SHARES

43.1 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 priorto the IPO Date, except as provided herein. Any Covered Shares Transferred in compliance with Bye− Laws 43.1 through 43.7 shall no longer besubject to such provisions. Capitalized terms used in Bye−Laws 43.1 through 43.7 hereof shall have the meanings ascribed to such terms in Bye−Law43.7

43.2 Notwithstanding Bye−Law 43.1, an Employee Covered Person may:

(a) (i) commencing on the date that is one year after the IPO Date, Transfer up to 10% of the aggregate number of Class A Common Sharesbeneficially owned by such Employee Covered Person as of the IPO Date;

(ii) commencing on the date that is two years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant tothis paragraph (a)) of up to 25% of the aggregate number of Class A Common Shares beneficially owned by such Employee CoveredPerson as of the IPO Date;

(iii) commencing on the date that is three years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant tothis paragraph (a)) of up to 35% of the aggregate number of Class A Common Shares beneficially owned by such Employee CoveredPerson as of the IPO Date;

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(iv) commencing on the date that is four years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant tothis paragraph (a)) of up to 45% of the aggregate number of Class A Common Shares beneficially owned by such Employee CoveredPerson as of the IPO Date;

(v) commencing on the date that is five years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant tothis paragraph (a)) of up to 55% of the aggregate number of Class A Common Shares beneficially owned by such Employee CoveredPerson as of the IPO Date;

(vi) commencing on the date that is six years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant tothis paragraph (a)) of up to 65% of the aggregate number of Class A Common Shares beneficially owned by such Employee CoveredPerson as of the IPO Date; and

(vii) commencing on the date that is seven years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant tothis paragraph (a)) of up to 75% of the aggregate number of Class A Common Shares beneficially owned by such Employee CoveredPerson as of the IPO Date.

(b) Notwithstanding Bye−Law 43.1, a Covered Person may Transfer any Class A Common Shares beneficially owned by such Covered Person asof 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 ceasesto be an employee of the Company.

(c) Notwithstanding Bye−Law 43.1, an Employee Covered Person that retires (or has retired) at the age of 50 or older and is not in contravention ofa Non− Competition Agreement (a “Retired Employee”) may:

(i) if such Retired Employee retires (or has retired) at age 50, Transfer up to that number of Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Sharesbeneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of Class A CommonShares eligible for sale at the date of such retirement pursuant to paragraph (a) of Bye−Law 43.2 (the “Base Eligible Sales”) and (b) theproduct 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 Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Sharesbeneficially owned by

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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 productof (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 Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Sharesbeneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base EligibleSales 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 Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Sharesbeneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base EligibleSales 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 Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Sharesbeneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base EligibleSales 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 Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Sharesbeneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base EligibleSales 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 Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date.

A Retired Employee may also Transfer the Class A Common Shares beneficially owned by such Retired Employee as of the IPO Date inaccordance with paragraph (a) of this Bye−Law 43.2 as if such Retired Employee were an Employee Covered Person.

A Retired Employee that reaches (or has reached) the age of 56 may also Transfer 100% of the Class A Common Shares beneficially owned bysuch Retired Employee as of the IPO Date.

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(d) Notwithstanding Bye−Law 43.1, a Covered Person that became disabled while an employee of the Company (a “Disabled Employee”) prior toJune 15, 2001, may Transfer 100% of the Class A Common Shares beneficially owned by such Disabled Employee as of the IPO Date. ACovered Person that becomes (or has become) a Disabled Employee following June 15, 2001 may (i) if such Disabled Employee becomes (orhas become) disabled prior to reaching the age of 50, Transfer Class A Common Shares beneficially owned by such Disabled Employee as ofthe IPO Date in accordance with the provisions of paragraph (a) of this Bye−Law 43.2 as if such Disabled Employee were an EmployeeCovered Person and (ii) if such Disabled Employee becomes disabled after reaching the age of 50, Transfer Class A Common Sharesbeneficially owned by such Disabled Employee as of the IPO Date in accordance with the provisions of paragraph (c) of this Bye−Law 43.2 asif such Disabled Employee were a Retired Employee.

(e) Notwithstanding Bye−Law 43.1, a Covered Person may Transfer Class A Common Shares beneficially owned by such Covered Person as ofthe IPO Date pursuant to bona fide pledges of Class A Common Shares approved by the Company in writing and any foreclosures thereunder,provided that the pledgee has agreed in writing with the Company (any such agreement to be satisfactory to the Company in its sole discretion)that the Company shall have a right of first refusal to repurchase such Class A Common Shares at the market price prior to any sale of suchClass A Common Shares by such pledgee. Notwithstanding Bye−Law 43.1, a Covered Person may also exchange Accenture CanadaExchangeco Exchangeable Shares for Class A Common Shares.

(f) All Transfers of Class A Common Shares beneficially owned by a Covered Person as of or prior to the IPO Date made by such Covered Personbefore the adoption of Bye−Laws 43.1 through 43.7 shall be aggregated, for purposes of paragraphs (a) through (d) of this Bye−Law 43.2, withall Transfers of Class A Common Shares beneficially owned by such Covered Person as of or prior to the IPO Date made by such CoveredPerson after the adoption of Bye− Laws 43.1 through 43.7.

43.3 (a) Each Covered Person, at the request of the Company, will comply with any future restrictions on Transfer relating to Common Shares imposedby or with the consent of the Company and notified to such Covered Person from time to time in connection with any future offerings ofsecurities of the Company, whether by the Company or by any securityholder of the Company and whether or not such restrictions on transferrefer to such Covered Person by name (such restrictions, collectively, “Future Restrictions”), provided that such Future Restrictions are no moreonerous than restrictions agreed to by the Company. Notwithstanding the immediately preceding sentence, Covered Persons that are notEmployee Covered Persons shall not be required to comply with such Future Restrictions on Transfer relating to Common Shares that are notCovered Shares.

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(b) Each Covered Person, for so long as such Covered Person is an Employee Covered Person, will comply with any restrictions on Transferrelating to Common Shares imposed by the Company and notified to such Covered Person from time to time pursuant to the Company’s insidertrading policies from time to time.

(c) Notwithstanding Bye−Law 43.2, each Covered Person will not Transfer any Covered Shares until July 24, 2005, except (A) to participate inunderwritten public offerings, share repurchases, sales or redemptions or other transactions, in each case as approved in writing by theCompany and/or (B) to estate and/or tax planning vehicles, family members and charitable organizations that become bound by the provisionsof this paragraph (c) by express agreement, in each case as approved in writing by the Company (which approval may be subject to otherconditions, including upon the requirement that any transferee become bound by any other agreement, that the Company may require in its solediscretion). The preceding sentence shall not preclude any Transfer permitted under paragraph (e) of Bye−Law 43.2.

43.4 (a) All Covered Shares beneficially owned by a Covered Person (in each case other than Covered Shares held of record by a trustee in acompensation or benefit plan administered by the Company and other Covered Shares that have been pledged to the Company (or to a thirdparty agreed to in writing by the Company) shall, at the sole discretion of the Board, be registered in the name of a nominee for such CoveredPerson and/or shall be held in the custody of a custodian until otherwise determined by the Board or until such time as such Covered Shares arereleased pursuant to paragraphs (e) or (f) of this Bye− Law 43.4. The form of the custody agreement and the identity of the custodian and/ornominee shall be as determined by the Board from time to time.

(b) Whenever any nominee holder shall receive any dividend or other distribution in respect of any Covered Shares, satisfied otherwise than inCovered Shares, the Board will give or cause to be given notice or direction to the applicable nominee and/or custodian referred to in paragraph(a) of this Bye−Law 43.4 to permit the prompt distribution of such dividend or distribution to the beneficial owner of such Covered Shares, netof any tax withholding amounts required to be withheld by the nominee, unless the distribution of such dividend or distribution is restricted bythe terms of another agreement between the Covered Person and the Company (or with any other person with respect to which the Companyhas expressly agreed in writing) known to the Board.

(c) Any share certificate representing Covered Shares beneficially owned by a Covered Person, and any agreement or other instrument evidencingrestricted share units, options or other rights to receive or acquire Covered Shares beneficially owned by such Covered Person, may bear alegend noted conspicuously on each such certificate, agreement or other instrument reading substantially as follows:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THECOMPANY’S BYE−LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, EXCHANGED,TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY INACCORDANCE THEREWITH.”

(d) The Board may refuse to register, and stop transfer orders may be entered against, transfers of Covered Shares except in compliance withBye−Laws 43.1 through 43.7.

(e) All Covered Shares of each Covered Person who is not an Employee Covered Person which could then be Transferred without contraveningany provisions of Bye−Laws 43.1 through 43.7 shall be released, pursuant to procedures to be developed by the Board, to or at the direction ofsuch Covered Person free and clear of all restrictions and legends described in this Bye−Law 43.4.

(f) A specified number of Covered Shares of an Employee Covered Person shall be released, pursuant to procedures to be developed by the Board,upon the request of such Employee Covered Person and to or at the direction of such Employee Covered Person (free and clear of allrestrictions and legends described in this Bye−Law 43.4), provided that such request is accompanied by a certificate of such requestingEmployee Covered Person (i) indicating such requesting Employee Covered Person’s intention to Transfer promptly such specified number ofCovered Shares and (ii) establishing that such specified number of Covered Shares are then permitted to be Transferred without contraveningany provisions of Bye−Laws 43.1 through 43.7 (which evidence must be satisfactory to the Board).

(g) Each Covered Person shall be responsible for all expenses of such Covered Person incurred in connection with compliance by such CoveredPerson with his obligations under Bye−Laws 43.1 through 43.7, including expenses incurred by the Company in enforcing the provisions ofBye−Laws 43.1 through 43.7 relating to such obligations.

43.5 (a) In the event of any change in the outstanding Common Shares or Accenture Canada Exchangeco Exchangeable Shares by reason of stockdividends, stock splits, reverse stock splits, spin−offs, split−ups, recapitalizations, amalgamations, combinations, exchanges of shares and thelike, the term “Covered Shares” shall refer to and include the securities received or resulting therefrom, but only to the extent such securities arereceived in exchange for or in respect of Covered Shares. Upon the occurrence of any event described in the immediately preceding sentence,the Board shall make such adjustments to or interpretations of the provisions of Bye−Laws 43.1 and 43.2 (and, if the Board so determines, anyother provisions of Bye−Laws 43.3 through 43.7) as the Board shall deem necessary or desirable to carry out the intent of such provision(s). Ifthe Board 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.

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(b) The provisions of Bye−Laws 43.1 through 43.7 shall be binding upon the respective legatees, legal representatives, successors and assigns ofthe Covered Persons; provided, however, that a Covered Person may not assign any of its obligations under such provisions without the priorwritten consent of the Company and any assignment without such consent by a Covered Person shall be void.

(c) If requested by the Company, each Covered Person shall execute such documents and take such further action as may be reasonably necessaryto effect the provisions of Bye−Laws 43.1 through 43.7.

43.6 The Board may waive any of the provisions of Bye−Laws 43.1 through 43.7 to permit particular Covered Persons, a particular class of CoveredPersons or all Covered Persons to Transfer Covered Shares in particular situations (such as Transfers to family members, partnerships or trusts) orgenerally. The Board may impose such conditions as it may determine on the granting of such waivers. The Board’s determination under thisBye−Law 43.6 shall be final and binding and need not be uniform and may be made selectively among Covered Persons (whether or not suchCovered Persons are similarly situated).

43.7 For purposes of Bye−Laws 43.1 through 43.7, the following terms have the following meanings:

(a) “Accenture Canada Exchangeco Exchangeable Shares” shall mean the exchangeable shares issued to the Company’s Canadian Partners by anindirect Canadian subsidiary of Accenture Ltd which exchangeable shares are exchangeable from time to time for Class A Common Shares.

(b) 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 Bye−Laws aperson shall not be deemed a beneficial owner of Common Shares (A) solely by virtue of the application of Securities Exchange Act of 1934, asamended 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 byvirtue of the possession of the legal right to vote securities under applicable law (such as by proxy, power of attorney or appointment ascorporate representative) or (C) held of record by a “private foundation” subject to the requirements of Section 509 of the United States InternalRevenue Code of 1986, as amended from time to time, and the applicable rulings and regulations thereunder (or equivalent in otherjurisdictions as determined from time to time by the Board). “Beneficially own” and “beneficial ownership” shall have correlative meanings.For purposes of the definition of beneficial ownership only, the provisions of Bye−Laws 43.1 through 43.7 shall not be deemed to transfer theinvestment power with respect to any Common Shares.

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(c) “Common Shares” shall mean Class A Common Shares and/or Class X Common Shares.

(d) “Company” shall mean Accenture Ltd, together, as the case may be and if the context so requires, with its Subsidiaries from time to time.

(e) “Covered Person” or “Covered Persons” shall mean those persons, other than the Company, who were parties to the Voting Agreement, asamended, on the date of adoption of Bye−Laws 43.1 through 43.7; provided that any Covered Person who was not also a party to that certainCommon Agreement dated as of April 19, 2002 among the Company and the other parties thereto on the date of adoption of Bye−Laws 43.1through 43.7 shall not be subject to the provisions of paragraph (c) of Bye−Law 43.3.

(f) A Covered Person’s “Covered Shares” shall mean (1) any Class X Common Shares beneficially owned by such Covered Person at the time inquestion, (2) any Class A Common Shares beneficially owned by such Covered Person at the time in question that were also beneficially ownedby such Covered Person as of or prior to the IPO Date and (3) any Class A Common Shares not falling within the preceding clause (2) that areor were acquired from the Company (including, without limitation, Class A Common Shares acquired from the Company in connection withthe redemption or exchange of Accenture Canada Exchangeco Exchangeable Shares or other shares of any other Subsidiary of the Company)or, whether or not acquired from the Company, in order to comply with a written requirement of the Company (which may be a written policy),by such Covered Person while a Partner of the Company or in connection with becoming a Partner of the Company, and beneficially owned bysuch Covered Person at the time in question but, shall not include (i) unless such Common Shares are acquired in order to comply with awritten requirement of the Company, Common Shares beneficially owned as a result of (A) an acquisition, directly or indirectly, from theCompany in an underwritten public offering or (B) conversion of securities convertible into Common Shares, where beneficial ownership of theconvertible securities was acquired in a transaction described in clause (A) above or (ii) any other Common Shares acquired under a deferredcompensation or employee benefit plan and excluded from the definition of Covered Shares by action of the Partners Representatives prior tothe adoption of Bye−Laws 43.1 through 43.7 or the Board after adoption of Bye−Laws 43.1 through 43.7. “Covered Shares” shall also includeany Accenture Canada Exchangeco Exchangeable Shares beneficially owned by a Covered Person. “Covered Shares” shall also include thesecurities that are defined to be “Covered Shares” in Bye−Law 43.5. A Covered Person “acquires” Covered Shares when such Covered Personfirst acquires beneficial ownership over such Covered Shares. Notwithstanding the immediately preceding sentence, any Class A CommonShares received by a Covered Person upon exchange for Accenture Canada Exchangeco Exchangeable Shares shall, solely for purposes ofBye−Laws 43.1 through 43.7, be deemed to have been owned by such Covered Person as of the IPO Date.

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(g) 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 timeto 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 theCompany for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twentyfour (24) consecutive month period byreason of a physical or mental incapacity. Any question as to the existence of a disability as to which the employee and the Company cannotagree shall be determined in writing by a qualified independent physician mutually acceptable to the employee and the Company. If theemployee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physiciansshall select a third who shall make such determinations in writing. The determination of disability made in writing to the Company and theemployee shall be final and conclusive for all purposes of these Bye−Laws.

(h) An “employee” shall include, without limitation, the owners and employees of partner personal service companies in certain countries withwhich the Company has personal service contracts (in each case as agreed by the Partners Representatives prior to the adoption of Bye−Laws43.1 through 43.7 or the Board), and any other similarly situated person designated as an “employee” by the Partners Representatives prior tothe adoption of Bye−Laws 43.1 through 43.7 or the Board.

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

(j) “IPO Date” shall mean July 24, 2001.

(k) “Non−Competition Agreement” shall mean, collectively, any Non−Competition Agreement, dated as of April 18, 2001, among the Companyand 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.

(l) “Partner” shall mean those partners from time to time that are parties to the certain Partners Matters Agreement among the Company and thesignatories thereto dated as of April 18, 2001 as such agreement may be amended from time to time or any agreement having a similar effect.

(m) “Partners Representatives” shall have the meaning ascribed to such term in Section 4.4 of the Voting Agreement.

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(n) “Permitted Basket Transaction” shall mean the purchase or sale of, or the establishment of a long or short position in, a basket or index ofsecurities (or of a derivative financial instrument with respect to a basket or index of securities) that includes securities of the Company, in eachcase if such purchase, sale or establishment is permitted under the Company’s policy on hedging with respect to securities of the Company andother relevant policies, including insider trading policies, as announced from time to time.

(o) “Sole Beneficial Owner” shall mean a person who is the beneficial owner of Covered Shares, who does not share beneficial ownership of suchCovered Shares with any other person (other than pursuant to these Bye−Laws, the Non−Competition Agreement or applicable communityproperty laws) and who is the only person (other than pursuant to applicable community property laws) with a direct economic interest in theCovered Shares. An economic interest of the Company (or of any other person with respect to which the Company has expressly agreed to inwriting) as pledgee shall be disregarded for this purpose. A Covered Person that holds Covered Shares indirectly through a wholly−ownedpersonal holding company shall be considered the “Sole Beneficial Owner” of such Covered Shares, provided that such personal holdingcompany is a Covered Person hereunder.

(p) “Subsidiary” shall mean any person in which the Company owns, directly or indirectly, at least a majority of the equity, economic or votinginterest.

(q) “Transfer” shall mean any sale, transfer, pledge, hypothecation or other disposition, whether direct or indirect, whether or not for value, andshall 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 financialinstruments relating to securities of the Company and other hedging arrangements with respect to securities of the Company, in each such caseother than Permitted Basket Transactions and provided, however, that any exchange of Accenture Canada Exchangeco Exchangeable Shares forClass A Common Shares shall not constitute a Transfer or count toward any limit on Transfers set forth in Bye−Law 43.2.

TRANSMISSION OF SHARES

44. In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, or the estate representative, where he wassole holder, shall be the only person or persons recognised by the Company as having any title to his shares; but nothing in these Bye−Laws shallrelease the estate of a deceased holder from any liability in respect of any share held by him either solely or jointly with other persons. In thisBye−Law, estate representative means the person to whom probate or letters of administration or confirmation as executor has or have been grantedunder the laws applicable to the estate of the deceased Shareholder or, failing such person, such other person as the Board may in its absolutediscretion determine to be the person recognised by the Company for the purpose of this Bye−Law.

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45.1 In the case of a person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law, theBoard may require the production to the Company of such evidence of his entitlement as is prescribed by the Companies Acts or, to the extent that nosuch evidence is prescribed, as may from time to time be required by the Board. Upon production of such evidence the name and address of theperson so entitled shall be noted in the Register.

45.2 Subject to Bye−Law 46.2, any person entitled by transmission to a share shall be entitled to receive (and may give a discharge for) any dividends orother moneys payable in respect of the share, to attend and vote in respect of the share at general meetings of the Company and of the relevant class ofShareholders and generally to exercise in respect of the share all of the rights or privileges of a Shareholder as if he were registered as the holder ofthe share.

46.1 Any person entitled by transmission to a share may elect either to be registered himself as the holder of the share or to have some person nominatedby him registered as the transferee of the share. If he elects to be registered himself, he shall deliver or send to the Company a notice in writing signedby him stating that he so elects. If he elects to have his nominee registered, he shall signify his election by signing an instrument of transfer of suchshare in favour of his nominee. All the provisions of these Bye−Laws relating to the right to transfer and the registration of transfer of shares shallapply to any such notice or instrument of transfer as if the death of the Shareholder or other event giving rise to the transmission had not occurred andthe notice or instrument of transfer was an instrument of transfer signed by such Shareholder.

46.2 The Board may at any time give notice requiring a person entitled by transmission to a share to elect either to be registered himself or to transfer theshare and if the notice is not complied with within 60 days the Board may withhold payment of all dividends and other moneys payable in respect ofthe share until the requirements of the notice have been complied with.

47. Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board underBye−Laws 44, 45 and 46.

GENERAL MEETINGS

48.1 The Board shall convene and the Company shall hold annual general meetings in accordance with the requirements of the Companies Acts.

48.2 The Board may, whenever it thinks fit, and shall, on the requisition in writing of Shareholders holding such number of shares as is prescribed by, andmade in accordance with, the Companies Acts, convene a general meeting in the manner required by the Companies Acts. All general meetings otherthan annual general meetings shall be called special general meetings.

48.3 Each general meeting shall be held at such time and place as the Board decides.

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NOTICE OF GENERAL MEETINGS

49. An annual general meeting of the Company (other than an adjourned meeting) shall be called by at least 30 clear days’ notice and a special generalmeeting of the Company (other than an adjourned meeting) shall be called by at least 10 clear days notice. The notice of a general meeting shallspecify the place, day and time of the meeting (including any satellite meeting place arranged for the purposes of Bye−Law 53.2) and, in the case of aspecial general meeting, the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permittedby these Bye−Laws to all Shareholders (other than those who, under the provisions of these Bye−Laws or the terms of issue of the shares which theyhold, are not entitled to receive such notice from the Company) and to each Director and to the Resident Representative.

50. The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission tosend such instrument of proxy to, or the non−receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such noticeshall not invalidate the proceedings at that meeting. A Shareholder present, either in person or by proxy, at any general meeting of the Company or ofthe holders of any class of shares in the Company, will be deemed to have received notice of that meeting and, where required, of the purpose forwhich it was called.

PROCEEDINGS AT GENERAL MEETINGS

51.1 The chairman of the Board or, in his absence, the president of the Board shall preside as chairman at every general meeting of the Company or of anyclass of Shareholders. If there is no such chairman or president, or if at any meeting neither the chairman nor the president is present within 5 minutesafter the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall appoint one of thoseDirectors who is willing to act as chairman or, if only one Director is present, he shall preside as chairman, if willing to act. If none of the Directorspresent is willing to act as chairman, the Director or Directors present may appoint any other Officer who is present and willing to act as chairman. Indefault of any such appointment, the persons present and entitled to vote shall elect any Officer who is present and willing to act as chairman or, if noOfficer is present or if none of the Officers present is willing to act as chairman, one of their number to be chairman.

51.2 Except in the case of the removal of auditors or Directors, anything which may be done by resolution in general meeting of all or any class orShareholders may, without a meeting and without any previous notice being required, be done by resolution in writing, signed by all of theShareholders or any class thereof or their proxies (or in the case of a Shareholder that is a corporation (whether or not a company within the meaningof the Companies Acts) on behalf of such Shareholder) being all of the Shareholders of the Company or any class thereof, who at the date of theresolution in writing would be entitled to attend a meeting and vote on the resolution. Such resolution in writing may be signed in as manycounterparts as may be necessary.

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51.3 For the purposes of any written resolution under Bye−Law 51.2, the date of the resolution in writing is the date when the resolution is signed by, or onbehalf of, the last Shareholder to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writingmade in accordance with this section, a reference to such date.

51.4 A resolution in writing made in accordance with Bye−Law 51.2 is as valid as if it had been passed by the Company in general meeting or, ifapplicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be. A resolution in writing made in accordance withthis section shall constitute minutes for the purposes of the Companies Acts and these Bye−Laws.

52.1 No business shall be transacted at any general meeting or adjourned meeting unless a quorum is present when the meeting proceeds to business, butthe absence of a quorum shall not preclude the appointment or election of a chairman, which shall not be treated as part of the business of the meeting.Except as otherwise provided by the Companies Acts or these Bye−Laws, two Shareholders present in person or by proxy and having the right toattend and vote at the meeting and holding shares representing more than 50 per cent of the votes that may be cast by all Shareholders at the relevanttime shall be a quorum (provided that, if the Company shall have only one Shareholder, one Shareholder present in person or by proxy shall constitutethe necessary quorum).

52.2 If within 5 minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for a meeting a quorum is notpresent, the meeting, if convened on the requisition of Shareholders, shall be dissolved. If within 15 minutes after the time appointed for a meeting, noshareholders are present, the meeting shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place asthe chairman of the meeting may determine. The Company shall give not less than 5 days notice of any meeting adjourned through want of a quorumand such notice shall state the quorum requirement from the adjourned meeting under Bye−Law 52.1. If within 5 minutes (or such longer time as thechairman of the meeting may determine to wait) after the time appointed for any adjourned meeting a quorum is not present, the meeting may befurther adjourned to such other day and such other time and place as the chairman of the meeting may determine, but otherwise the meeting shall bedissolved. A meeting may not be adjourned under this Bye−Law 52.2 to a day which is more than 90 days after the day originally appointed for themeeting.

52.3 If it appears to the chairman of a general meeting that the place of the meeting specified in the notice convening the meeting is inadequate toaccommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the chairman is satisfied thatadequate facilities are available, whether at the place of the meeting or elsewhere, to ensure that each such person who is unable to be accommodatedat the place of the meeting is able to communicate simultaneously and instantaneously with the persons present at the place of the meeting, whetherby the use of microphones, loud−speakers, audio−visual or other communications equipment or facilities.

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53.1 A meeting of the Shareholders or of any class of Shareholders may be held by such electronic means as the Board may from time to time approve andwhich permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such ameeting shall constitute presence in person at such meeting.

53.2 The Board may resolve to enable persons entitled to attend a general meeting of the Company or of any class of Shareholders to do so bysimultaneous attendance and participation at a satellite meeting place anywhere in the world. The Shareholders present at any such satellite meetingplace in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the general meeting in question ifthe chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that Shareholdersattending at all the meeting places are able to:

53.2.1 communicate simultaneously and instantaneously with the persons present at the other meeting place or places, whether by the use ofmicrophones, loudspeakers, audio−visual or other communications equipment or facilities; and

53.2.2 have access to all documents which are required by the Companies Acts and these Bye−Laws to be made available at the meeting.

The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place. If it appears tothe chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place are or become inadequate for thepurposes referred to above, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All businessconducted at that general meeting up to the time of such adjournment shall be valid.

54. Each Director and the Resident Representative shall be entitled to attend and speak at any general meeting of the Company or of any class ofShareholders.

55. The Board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company or of anyclass of Shareholders including, without limitation, arranging for any person attending a meeting to be searched and for items of personal propertywhich may be taken into a meeting to be restricted, and any person who fails to comply with any such arrangements may be refused entry to themeeting.

56.1 Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the Company or of any class of Shareholders if:

56.1.1 it is proposed by or at the direction of the Board; or

56.1.2 it is proposed at the direction of the Court; or

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56.1.3 it is proposed on the requisition in writing of such number of Shareholders as is prescribed by, and is made in accordance with, the relevantprovisions of the Companies Acts; or

56.1.4 the chairman of the meeting in his absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting.

56.2 No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his absolutediscretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.

56.3 If the chairman of the meeting rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings ofthe meeting or on the resolution in question shall not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation toa resolution or an amendment to a resolution shall be final and conclusive.

57. The chairman of the meeting may, with the consent of any meeting at which a quorum is present, adjourn the meeting from time to time (or sine die)and from place to place. In addition to any other power of adjournment conferred by law, the chairman of the meeting may at any time without theconsent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place (or sine die) if, inhis opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed (prior to or at the meeting) by the Board.When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Board.

58. When a meeting is adjourned for three months or more or sine die, not less than 10 clear days’ notice of the adjourned meeting shall be given in thesame manner as in the case of the original meeting. Except as expressly provided by these Bye−Laws, it shall not be necessary to give any notice ofan adjourned meeting or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting exceptbusiness which might properly have been transacted at the meeting from which the adjournment took place.

VOTING

59. Except where a greater majority is required by the Companies Acts or these Bye− Laws, any question proposed for consideration at any generalmeeting of the Company or of any class of Shareholders shall be decided by a simple majority of the votes cast by Shareholders entitled to vote atsuch meeting and all resolutions put to the Shareholders will be decided on a poll vote.

60. Subject to any rights or restrictions for the time being attached to any class of shares, on any vote each Shareholder present in person or by proxy shallhave one vote for each share held by him.

61. The Board may, before any meeting of Shareholders, determine the manner in which the poll vote is to be taken and the manner in which votes are tobe counted, which

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may include provision for votes to be cast by electronic means by persons present in person or by proxy at the meeting and for the appointment ofscrutineers. To the extent not so determined by the Board, such matters shall be determined by the chairman of the meeting. A person appointed to actas a scrutineer need not be a Shareholder.

62. Votes may be cast on the poll vote either personally or by proxy. A person entitled to more than one vote need not use all his votes or cast all thevotes he uses in the same way.

63. The result of the poll vote shall be deemed to be the resolution of the meeting.

64. In the case of an equality of votes at a general meeting, the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to asecond or casting vote.

65. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion ofthe votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respectof the joint holding.

66. Subject to Bye−Law 67, a Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect ofwhom an order has been made by any court in Bermuda (or elsewhere having jurisdiction) for the protection or management of the affairs of personsincapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee orcurator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy and may otherwise act and betreated as such Shareholder for the purpose of general meetings.

67. Evidence to the satisfaction of the Board of the authority of any person claiming the right to vote under Bye−Law 66 shall be produced at theRegistered Office (or at such other place as may be specified for the deposit of instruments of proxy) not later than the last time by which aninstrument appointing a proxy must be deposited in order to be valid for use at the meeting or adjourned meeting or on the holding of the poll at or onwhich that person proposes to vote and, in default, the right to vote shall not be exercisable.

68. No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting of the Company or of any class ofShareholders in respect of any share held by him unless all calls or other sums presently payable by him in respect of that share have been paid.

69. No objection may be raised to the qualification of any voter or to the counting of, or failure to count, any vote except at the meeting at which the voteobjected to is tendered. Any objection so raised shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting onany resolution if the chairman decides that it may have affected the decision of the meeting. The decision of the chairman on any such matter shall befinal and conclusive. Except as otherwise decided by the

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chairman, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted shall be invalid.

PROXIES AND CORPORATE REPRESENTATIVES

70.1 A Shareholder may appoint one or more persons as his proxy, with or without the power of substitution, to represent him and vote on his behalf inrespect of all or some only of his shares at any general meeting (including an adjourned meeting). A proxy need not be a Shareholder.

70.2 A Shareholder which is a corporation may appoint any person (or two or more persons in the alternative) as its representative to represent it and voteon its behalf at any general meeting (including an adjourned meeting) and such a corporate representative may exercise the same powers on behalf ofthe corporation which he represents as that corporation could exercise if it were an individual Shareholder.

70.3 A Shareholder which is a corporation may appoint more than one such corporate representatives (with or without appointing any persons in thealternative) at any such meeting provided that such appointment specifies the number of shares in respect of which each such appointee is authorisedto act as representative, not exceeding in aggregate the number of shares held by the appointor and carrying the right to attend and vote at the relevantmeeting.

70.4 The appointment of a proxy or a corporate representative in relation to a particular meeting shall, unless the contrary is stated, be valid for anyadjournment of the meeting.

71. A Shareholder may appoint a standing proxy, with or without the power of substitution, or (if a corporation) a standing representative by delivery tothe Registered Office (or at such other place as the Board may from time to time specify for such purpose) of evidence of such appointment. Theappointment of such a standing proxy or representative shall be valid for every general meeting and adjourned meeting until such time as it is revokedby notice to the Company, but:

71.1 the appointment of a standing proxy or representative may be made on an irrevocable basis in which case the Company may recognise the voteof the proxy or representative given in accordance with the terms of the appointment, to the exclusion of the vote of the Shareholder, until suchtime as the appointment ceases to be effective in accordance with its terms. The Company will, in particular, recognise votes given by a proxyin accordance with the terms of any standing, irrevocable proxy given by a Shareholder pursuant to the terms of the Voting Agreement on thisbasis;

71.2 (subject to Bye−Law 71.1) the appointment of a standing proxy or representative shall be deemed to be suspended at any meeting or poll takensubsequently to any meeting at which the Shareholder is present or in respect of which the Shareholder has specifically appointed another proxyor representative; and

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71.3 the Board may from time to time require such evidence as it deems necessary as to the due execution and continuing validity of the appointmentof any standing proxy (other than a standing, irrevocable proxy given pursuant to the terms of the Voting Agreement) or representative and, if itdoes so, the appointment of the standing proxy or representative shall be deemed to be suspended until such time as the Board determines that ithas received the required evidence or other evidence satisfactory to it.

72.1 A proxy may be appointed by an instrument in writing in any common form or in such other form as the Board may approve, such instrument beingexecuted under the hand of the appointor or of his attorney or agent authorised by him in writing or, if the appointor is a corporation, either under itsseal or under the hand of an officer, attorney or other person authorised to sign the same. A proxy may also be appointed in such other manner as theBoard may from time to time approve. The form of standing, irrevocable proxy attached to the Voting Agreement will be regarded as approved by theBoard for all purposes of these Bye−Laws.

72.2 Any instrument or other form of communication appointing or evidencing the appointment of a proxy or a corporate representative (other than astanding proxy or representative), together with such evidence as to its due execution as the Board may from time to time require, shall be delivered tothe Registered Office (or to such other place or places as may be specified in the notice convening the meeting or in any notice of an adjournedmeeting or, in either case, in any other information sent to Shareholders by or on behalf of the Board in relation to the meeting or adjourned meeting)by such time or times as may be specified in the notice of meeting or adjourned meeting or in any such other information (which times may differwhen more than one place is so specified) or, if no such time is specified, at any time prior to the holding of the relevant meeting or adjournedmeeting at which the appointee proposes to vote, and if not so delivered (but subject to Bye−Law 76) the appointment shall not be treated as valid.

72.3 Subject to Bye−Law 76 and subject as mentioned in this Bye−Law, an instrument or other form of communication appointing or evidencing theappointment of a standing proxy or corporate representative shall not be treated as valid until 24 hours after the time at which it, together with suchevidence as to its due execution as the Board may from time to time require, is delivered to the Registered Office (or to such other place or places asthe Board may from time to time specify for the purpose). Any standing, irrevocable proxy delivered to the Company by any Shareholder pursuant tothe Voting Agreement will automatically be treated as valid and effective for all purposes of these Bye−Laws.

72.4 If the terms of appointment of a proxy include a power of substitution, any proxy appointed by substitution under such power shall be deemed to bethe proxy of the Shareholder who conferred such power. All the provisions of these Bye−Laws relating to the execution and delivery of an instrumentor other form of communication appointing or evidencing the appointment of a proxy shall apply, mutatis mutandis, to the instrument or other form ofcommunication effecting or evidencing such an appointment by substitution.

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73. The appointment of a proxy, whether a standing proxy or a proxy relating to a particular meeting, shall be deemed, unless the contrary is stated, toconfer authority to vote on any amendment of a resolution and on any other resolution put to a meeting for which it is valid in such manner as theproxy thinks fit.

74. A vote given by proxy, whether a standing proxy or a proxy relating to a particular meeting, shall be valid notwithstanding the previous death orinsanity of the principal, or revocation of the appointment of the proxy or of the authority under which it was executed, unless notice of such death,insanity or revocation was received by the Company at the Registered Office (or at any other place as may be specified for the delivery of instrumentsor other forms of communication appointing or evidencing the appointment of proxies in the notice convening the meeting or in any other informationsent to Shareholders by or on behalf of the Board in relation to the meeting) at least one hour before the commencement of the meeting or adjournedmeeting at which the vote is given or by such later time as the Board may decide, either generally or in any particular case.

75. Notwithstanding the preceding provisions of these Bye−Laws, the Board may decide, either generally or in any particular case, to treat an instrumentor other form of communication appointing or evidencing the appointment of a proxy or a corporate representative as properly delivered for thepurposes of these Bye−Laws if a copy or facsimile image of the instrument is sent by electronic means to the Registered Office (or to such place asmay be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any other information sent by or onbehalf of the Board in relation to the meeting or adjourned meeting).

76. Subject to the Companies Acts, the Board may also at its discretion waive any of the provisions of these Bye−Laws relating to the execution anddeposit of an instrument or other form of communication appointing or evidencing the appointment of a proxy or a corporate representative or anyancillary matter (including, without limitation, any requirement for the production or delivery of any instrument or other communication to anyparticular place or by any particular time or in any particular way) and, in any case in which it considers it appropriate, may accept such verbal orother assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at any general meeting.

AMALGAMATIONS, DISCONTINUANCE AND SALES

77.1 Any amalgamation of the Company and another company shall require the approval of (i) the Board by a resolution passed with the approval of amajority of those Directors then in office and eligible to vote on that resolution and (ii) a Resolution passed by a majority of votes cast, in addition toany other sanction required by the Companies Acts in respect of any variation of the rights of any class of Shareholders.

77.2 A discontinuance of the Company out of Bermuda under Section 132G of the Companies Act 1981 of Bermuda shall, for the purposes of that section,require the approval of (i) the Board by a resolution passed with the approval of a majority of those Directors then in office and eligible to vote on thatresolution and (ii) a Resolution passed by a majority of votes cast.

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77.3 Any sale, lease or exchange by the Company of all or substantially all of its property or assets, including its goodwill and its corporate franchises, willrequire the approval of (i) the Board by a resolution passed with the approval of a majority of those Directors then in office and eligible to vote on thatresolution and (ii) a Resolution passed by a majority of votes cast.

APPOINTMENT AND REMOVAL OF DIRECTORS

78.1 At the date of adoption of these Bye−Laws on 12 April 2001, the Board consists of the following persons:−

Name

Joe W. Forehand

Stephan A. James

Jackson L. Wilson, Jr.

78.2 Joe W. Forehand is designated as a class I Director, Stephen A. James is designated as a class II Director and Jackson L. Wilson Jr. is designated as aclass III Director for the purposes of these Bye−Laws. There is no distinction in the voting or other powers and authorities of Directors of differentclasses; the classifications are solely for the purposes of the retirement by rotation provisions set out in Bye−Law 79. All Directors will be designatedas either class I, class II or class III Directors. The Board shall from time to time by resolution determine the respective numbers of class I Directors,class II Directors and class III Directors.

78.3 Upon the resignation or termination of office of any Director, if a new Director shall be appointed to the Board he will be designated to fill thevacancy arising and shall, for the purposes of these Bye−Laws, constitute a member of the class of Directors represented by the person that hereplaces.

79.1 Each class I Director shall (unless his office is vacated in accordance with these Bye− Laws) serve initially until the conclusion of the annual generalmeeting of the Company held in the calendar year 2002 and subsequently shall (unless his office is vacated in accordance with these Bye−Laws) servefor three−year terms, each concluding at the third annual general meeting after the class I Directors together were last appointed or re−appointed.

79.2 Each class II Director shall (unless his office is vacated in accordance with these Bye− Laws) serve initially until the conclusion of the annual generalmeeting of the Company held in the calendar year 2003 and subsequently shall (unless his office is vacated in accordance with these Bye−Laws) servefor three−year terms, each concluding at the third annual general meeting after the class II Directors together were last appointed or re−appointed.

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79.3 Each class III Director shall (unless his office is vacated in accordance with these Bye−Laws) serve initially until the conclusion of the annual generalmeeting of the Company held in the calendar year 2004 and subsequently shall (unless his office is vacated in accordance with these Bye−Laws) servefor three−year terms, each concluding at the third annual general meeting after the class III Directors were last appointed or re−appointed.

79.4 Any Director retiring at an annual general meeting will be eligible for re−appointment and will retain office until the close of the meeting at which heretires or (if earlier) until a resolution is passed at that meeting not to fill the vacancy or the resolution to re−appoint him is put to a vote at the meetingand is lost.

79.5 If the Company, at the meeting at which a Director (of any class) retires by rotation or otherwise, does not fill the vacancy, the retiring Director shall,if willing to act, be deemed to have been re−appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for thereappointment of the Director is put to the meeting and lost.

80.1 No person shall be appointed a Director, unless:−

80.1.1 in the case of an annual or special general meeting, such person is recommended by the Board; or

80.1.2 in the case of an annual general meeting, not less than 120 nor more than 150 days before the date of the Company’s proxy statement releasedto Shareholders in connection with the prior year’s annual general meeting, notice executed by a Shareholder (not being the person to beproposed) has been received by the Secretary of the Company of the intention to propose such person for appointment, setting forth as to eachperson whom the Shareholder proposes to nominate for election or re−election as a Director (i) the name, age, business address and residenceaddress of such person, (ii) the principal occupation or employment of such person, (iii) the class, series and number of shares of the Companywhich are beneficially owned by such person, (iv) particulars which would, if he were so appointed, be required to be included in theCompany’s register of Directors and Officers and (v) all other information relating to such person that is required to be disclosed insolicitations for proxies for the election of Directors pursuant to the Rules and Regulations of the Securities and Exchange Commission underSection 14 of the Securities Exchange Act of 1934 of the United States of America (as amended), together with notice executed by suchperson of his willingness to serve as a Director if so elected; provided, however, that no Shareholder shall be entitled to propose any person tobe appointed, elected or re−elected Director at any special general meeting,

80.2 A Director need not be a Shareholder. Except as otherwise required by the Companies Acts, the appointment of any person proposed as a Directorshall be effected by a separate resolution voted on at a general meeting as provided in these Bye−Laws.

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80.3 All Directors (other than the Directors referred to in Bye−Law 78.2), upon election or appointment (but not on re−appointment), must provide writtenacceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within 30 days of theirappointment.

81.1 The Board may determine the number of Directors from time to time, which will be not less than 8 nor more than 15.

81.2 Subject to Bye−Law 79.5, the Directors shall be individuals appointed as follows:

81.2.1 the Company by Resolution at the annual general meeting in each year or at any special general meeting called for the purpose may appointany eligible person as a Director (but not so as to exceed the maximum number of Directors permitted by these Bye−Laws);

81.2.2 if so authorised by the Company by Resolution at any general meeting, the Board may, by a resolution passed with the approval of a majorityof the Directors then in office, appoint any persons as additional Directors (but not so as to exceed the maximum number of Directorspermitted by these Bye− Laws);

81.2.3 so long as there remains in office a sufficient number of Directors to constitute a quorum of the Board in accordance with Bye−Law 99.1, theBoard may, by a resolution passed with the approval of a majority of the Directors then in office, appoint any person as a Director to fill anyvacancy occurring in the Board;

and a Director so appointed shall (unless he is removed from office or his office is vacated in accordance with these Bye−Laws) hold officeuntil he is required to retire under the following provisions of this Bye−Law 81.

81.3 Subject to Bye−Law 78.3, the resolution appointing any Director must designate the Director as a class I, class II or class III Director.

81.4 A Director (other than a Director appointed by the Board prior to the completion by the Company of the initial public offering and listing of itsClass A Common Shares, who will hold office until required to resign under Bye−Laws 79.1, 79.2 or 79.3, as relevant) appointed by the Board underBye−Laws 81.2.2 or 81.2.3 will hold office only until the next following annual general meeting. If not re−appointed at that annual general meeting,the Director will vacate office at the end of that meeting. If re−appointed at that annual general meeting, the Director will subsequently hold officeuntil required to retire by rotation under Bye−Laws 79.1, 79.2 or 79.3 as relevant. 81.5 Directors are not entitled to appoint alternate directors.

81.5 Directors are not entitled to appoint alternate directors.

RESIGNATION AND DISQUALIFICATION OF DIRECTORS

82. The office of a Director shall be vacated:

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82.1 if he resigns his office, on the date on which notice of his resignation is delivered to the Registered Office or tendered at a meeting of the Boardor on such later date as may be specified in such notice; or

82.2 on his being prohibited by law from being a Director;

82.3 on his ceasing to be a Director by virtue of any provision of the Companies Acts;

82.4 if, at a time when the Employee Covered Shares which are subject to Article IV of the Voting Agreement carry the right to cast more than 50per cent of all votes capable of being cast generally on resolutions of Shareholders, the Partners’ Representatives (as defined in the VotingAgreement, being the representatives of the Shareholders who are party from time to time to the Voting Agreement), having been authorised todo so by the affirmative vote of 66−2/3 per cent of the Employee Covered Shares (which vote shall be conducted pursuant to such proceduresas the Partners’ Representatives shall determine, including (without limitation) the record date for that vote) give written notice to the Companythat the office of any Director is terminated (such notice having effect upon delivery to the Company); or

82.5 if, at a time when the Employee Covered Shares which are subject to Article IV of the Voting Agreement do not carry the right to cast morethan 50 per cent of all votes capable of being cast generally on resolutions of Shareholders, he is requested to resign in writing by not less thanthree quarters of the other Directors.

The provisions of section 93 of the Companies Act 1981 of Bermuda will not apply to the Company.

DIRECTORS’ REMUNERATION AND EXPENSES

83. Each Director (other than a Director who is also an employee of a Group Company) shall be entitled to receive such fees for his services as a Director,if any, as the Board may from time to time determine. Directors who are also employees of a Group Company will not be paid any such fees by theCompany in addition to their remuneration as an employee. Each Director shall be paid all expenses properly and reasonably incurred by him in theconduct of the Company’s business or in the discharge of his duties as a Director, including (but without limitation) his reasonable travelling, hoteland incidental expenses in attending and returning from meetings of the Board or any committee of the Board or general meetings.

84. The Board may from time to time determine that, subject to the requirements of the Companies Acts, all or part of any fees or other remunerationpayable to any nonemployee Director or other Officer of the Company shall be provided in the form of shares or other securities of the Company orany subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide.

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DIRECTORS’ INTERESTS

85. A Director may hold any other office or place of profit with the Company (except that of auditor) in addition to his office of Director for such periodand upon such terms as the Board may determine and may be paid such extra remuneration for so doing (whether by way of salary, commission,participation in profits or otherwise) as the Board may determine, in addition to any remuneration or other amounts payable to a Director pursuant toany other Bye−Law.

86. A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled toremuneration for professional services as if he were not a Director.

87.1 Subject to the Companies Acts, a Director notwithstanding his office (i) may be a party to, or otherwise interested in, any transaction or arrangementwith the Company or in which the Company is otherwise interested and (ii) may be a director or other officer of, or employed by, or a party to anytransaction or arrangement with, or otherwise interested in, any company or other person promoted by the Company or in which the Company isinterested. The Board may also cause the voting power conferred by the shares in any other company or other person held or owned by the Companyto be exercised in such manner in all respects as the Board thinks fit, including the exercise of votes in favour of any resolution appointing theDirectors or any of them to be directors or officers of such other company or person or voting or providing for the payment of remuneration to anysuch Directors as the directors or officers of such other company or person.

87.2 A Director who is in any way, whether directly or indirectly, to his knowledge interested in a contract with the Company or any other GroupCompany shall declare the nature of his interest at the first opportunity at a meeting of the Board at which the question of entering into the contract isfirst taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or hasbecome so interested.

87.3 Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by a Director or other Officer declaringthat he is a director or officer of or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with thatperson shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.

87.4 So long as, where it is necessary, he declares the nature of his interest in accordance with Bye−law 87.2, a Director shall not by reason of his office beaccountable to the Company for any benefit which he derives from any office or employment to which these Bye−Laws allow him to be appointed orfrom any transaction or arrangement in which these Bye−Laws allow him to be interested, and no such transaction or arrangement shall be liable to beavoided on the ground of any such interest or benefit.

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POWERS OF THE BOARD

88. Subject to the provisions of the Companies Acts and these Bye−Laws, the Board shall manage the business and affairs of the Company and mayexercise all the powers of the Company. No alteration of these Bye−Laws shall invalidate any prior act of the Board which would have been valid ifthat alteration had not been made. The powers given by this Bye−Law shall not be limited by any special power given to the Board by these Bye−Lawsand, except as otherwise expressly provided in these Bye−Laws, a meeting of the Board at which a quorum is present shall be competent to exercise allthe powers, authorities and discretions for the time being vested in or exercisable by the Board. So long as the Director acts honestly and in good faithwith a view to the best interests of the Company in taking any action, including action that may involve or relate to a change or potential change in thecontrol of the Company, a Director may consider, among other things, both the long−term interests of the Company and its Shareholders and the effectsthat the Company’s actions may have in the short term or long term upon any one or more of the following matters:

(i) the prospects for potential growth, development, productivity and profitability of the Company;

(ii) the employees, including “partner” level employees, of the Company and its subsidiaries;

(iii) the retired former partners and “partner” level employees of the Accenture group of businesses (as constituted prior to the adoption of theseBye−Laws);

(iv) the customers and creditors of the Company and its subsidiaries;

(v) the ability of the Company and its subsidiaries to contribute to the communities in which they do business, and

(vi) such other additional factors as a Director may consider appropriate in such circumstances.

Nothing in this Bye−Law 88 shall create any duty owed by any Director to any person or entity to consider, or afford any particular weight to, any ofthe foregoing matters or to limit his consideration to the foregoing matters. No such employee, retired former partner of Accenture, former employee,beneficiary, customer, creditor or community or member thereof shall have any rights against any Director under this Bye−Law 88.

89. The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the undertaking, property andassets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral securityfor any debt, liability or obligation of the Company or of any other person.

90. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paidto the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time totime determine.

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91. The Board may (subject to Bye−Law 83) exercise all the powers of the Company to grant or procure the grant or provision of benefits, includingpensions, annuities or other allowances, to or for any person, including any Director or former Director, who has held any executive office oremployment with, or whose services have directly or indirectly been of benefit to, the Company or any company which is or has been a subsidiary ofthe Company or otherwise associated with any of them or a predecessor in business of the Company or of any such other company, and to or for anyrelation or dependant of any such person, and to contribute to any fund and pay premiums for the purchase or provision of any such benefit, or for theinsurance of any such person.

92. The Board may from time to time appoint one or more of its body to hold any executive office with the Company for such period and on such terms asthe Board may determine and may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to anyclaim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract ofservice between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive suchremuneration, if any (whether by way of salary, commission, participation in profits or otherwise), as the Board may (subject to Bye−Law 83)determine.

DELEGATION OF THE BOARD’S POWERS

93. The Board may by power of attorney or otherwise (including by a duly passed resolution) appoint any person, whether nominated directly orindirectly by the Board, to be the attorney or agent of the Company and may delegate to such person any of the Board’s powers, authorities anddiscretions (with power to sub−delegate) for such period and subject to such conditions as it may think fit. The Board may revoke or vary any suchappointment or delegation, but no person dealing in good faith and without notice of such revocation or variation shall be affected by any suchrevocation or variation. Any such power of attorney or resolution or other document may contain such provisions for the protection and convenienceof persons dealing with any such attorney or agent as the Board may think fit.

94. The Board may entrust to and confer upon any Officer any of its powers, authorities and discretions (with power to sub−delegate) on such terms andconditions with such restrictions as it thinks fit and either collaterally with, or to the exclusion of, its own powers and may from time to time revoke orvary all or any of such powers, but no person dealing in good faith and without notice of such revocation or variation shall be affected by anyrevocation or variation.

95.1 The Board may delegate any of its powers, authorities and discretions (with power to sub−delegate) to any committee, consisting of such person orpersons (whether Directors or not) as it thinks fit. The Board may make any such delegation on such terms and conditions with such restrictions as itthinks fit and either collaterally with, or to the exclusion of, its own powers and may from time to time revoke or vary such delegation, but no persondealing in good faith and without notice of such revocation or variation shall be affected by any revocation or variation. Any committee so formedshall, in the exercise of the powers, authorities and discretions so delegated, conform

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to any regulations which may be imposed on it by the Board. The power to delegate to a committee extends to all the powers, authorities anddiscretions of the Board generally (including, but without limitation, those conferred by Bye−Law 88) and shall not be limited by the fact that incertain provisions of these Bye−Laws, but not in others, express reference is made to a committee or to particular powers, authorities or discretionsbeing exercised by the Board or by a committee of the Board.

95.2 The meetings and proceedings of any committee of the Board consisting of two or more members shall be governed by the provisions contained inthese Bye−Laws for regulating the meetings and proceedings of the Board so far as they are capable of applying and are not superseded by anyregulations imposed by the Board except that, unless otherwise determined by the Board, the quorum necessary for the transaction of business at anycommittee meeting shall be two members.

PROCEEDINGS OF THE BOARD

96. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Except where a greater majority isrequired by these Bye− Laws, questions arising at any meeting shall be determined by a majority of the votes cast. In the case of an equality of votesthe motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a second or casting vote.

97. A meeting of the Board may at any time be summoned by the Chairman or, if there is no Chairman, by the chief executive officer, if he is a Director.The Secretary shall also summon a meeting of the Board on the requisition of any two or more of the Directors for the time being in office.

98. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent to him bypost, facsimile or other electronic means at his last known address or any other address given by him to the Company for this purpose. A Director maywaive notice of any meeting either prospectively or retroactively or at the meeting in question.

99.1 The quorum necessary for the transaction of business at any meeting of the Board shall be two Directors or a majority of the Directors then in office,whichever is the higher number, but in determining the majority of the Directors then in office for the purpose of ascertaining a quorum for thetransaction of any particular business at a meeting there shall be disregarded any Director who is not permitted to vote on that business.

99.2 A Director shall not vote (or be counted in the quorum at a meeting) in respect of any resolution concerning his own appointment (including fixing orvarying its terms), or the termination of his own appointment, as the holder of any office or place of profit with the Company or any other company inwhich the Company is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms), orthe termination of the appointment, of two or more Directors to offices or places of profit with the Company or any other company in which theCompany is interested, those proposals may be divided and a separate resolution be put in relation to each Director and in that case each of theDirectors concerned shall

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be entitled to vote (and be counted in the quorum) in respect of each resolution unless it concerns his own appointment or the termination of his ownappointment.

99.3 Subject to Bye−Law 99.2, a Director who has in accordance with Bye−Law 87.2 disclosed his interest in a contract or arrangement with the Company,or in which the Company is otherwise interested, may vote (and be counted in the quorum at any meeting) in respect of any resolution concerningsuch contract or arrangement.

99.4 If any question arises at any meeting as to the entitlement of any Director (including the chairman of the meeting) to vote and the question is notresolved by his voluntarily agreeing to abstain from voting, the question shall be referred to the decision of a vote of the other Directors present at themeeting (for which purpose the interested Director shall be counted in the quorum but shall not vote on the matter) and their ruling in relation to theDirector concerned shall be final and conclusive except in a case where the nature or extent of the interest of the Director concerned, so far as knownto him, has not been fairly disclosed.

99.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receiving notice to the Registered Office, beentitled to receive notice of and to attend and be heard at and to receive minutes of all meetings of the Board.

99.6 The Company may by Resolution suspend or relax the provisions of this Bye−Law 99 to any extent or ratify any transaction not duly authorised byreason of a contravention of it.

100. So long as at least two Directors remain in office, the continuing Directors may act notwithstanding any vacancy in the Board, but, if less than twoDirectors remain in office, the sole continuing Director may act only for the purposes of calling a general meeting for such purposes as he thinks fitand of nominating a person or persons for appointment to the Board.

101. The chairman of the Board or, in his absence, any Director holding the office of president shall preside as chairman at every meeting of the Board. Ifthere is no such chairman or president, or if at any meeting the chairman or the president is not present within 5 minutes after the time appointed forholding the meeting or is not willing to act as chairman, the Directors present may choose one of their number to be chairman of the meeting.

102. A resolution in writing signed or approved by all the Directors shall be as valid and effectual as a resolution passed at a meeting of the Board dulycalled and constituted. Such a resolution may be contained in one document or in several documents in like form each signed or approved by one ormore of the Directors.

103. A meeting of the Board may be held by such electronic means as permit all persons participating in the meeting to communicate with each othersimultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting will bedeemed to take place where the largest group of those participating in the meeting are physically present together or, if there is no such group, wherethe chairman of the meeting then is.

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104. All acts done in good faith by the Board or by any committee or by any person acting as a Director or member of a committee or any personauthorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment ofany member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated their office,be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, member of such committee orperson so authorised.

OFFICERS

105.1 The Company shall have either a chairman and a deputy chairman or a president and vice−president, as the Board may from time to timedetermine, who shall be Directors and shall be elected by the Board. A person appointed to any such office shall vacate that office if he vacates hisoffice as a Director (otherwise than by retirement at a general meeting of the Company at which he is re−appointed).

105.2 The Company may have such other Officers in addition to the Directors and the Secretary, as the Board may from time to time determine. Withoutlimiting the foregoing, such other Officers may include a chairman and deputy chairman (if a president and vice−president are appointed underBye−Law 105.1) or a president and one or more vice−presidents (if a chairman and deputy chairman are appointed under Bye−Law 105.1), to theextent that such Officers are not appointed pursuant to Bye− Law 105.1. A person appointed to any such other office need not be a Director andthe same person may hold more than one office.

105.3 Any person elected or appointed pursuant to this Bye−Law 105 shall hold office for such period and on such terms as the Board may determineand the Board may revoke or vary any such election or appointment at any time by resolution of a majority of the Directors then in office. Anysuch revocation or variation shall be without prejudice to any claim for damages that such Officer may have against the Company or the Companymay have against such Officer for any breach of any contract of service between him and the Company which may be involved in such revocationor variation. If any such office becomes vacant for any reason, the vacancy may be filled by the Board.

105.4 Except as provided in the Companies Acts or these Bye−Laws, the powers and duties of any Officer elected or appointed pursuant to thisBye−Law 105 shall be such as are determined from time to time by the Board.

MINUTES

106.1 The Board shall cause minutes to be made and books kept for the purpose of recording all the proceedings at meetings of the Board and of anycommittee of the Board and at general meetings of the Company and of any class of Shareholders of the Company.

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106.2 The minutes of general meetings of the Company and of any class of Shareholders of the Company (but not minutes of meetings of the Board orany committee of it) shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or betweensuch other times as the Board from time to time determines) on every working day.

SECRETARY AND RESIDENT REPRESENTATIVE

107. The Secretary and, if required by the Companies Acts, the Resident Representative shall be appointed by the Board at such remuneration (if any)and on such terms as it may think fit and any Secretary and Resident Representative so appointed may be removed by the Board. The duties of theSecretary and those of the Resident Representative shall be those prescribed by the Companies Acts, together with such other duties as shall fromtime to time be prescribed by the Board.

108. A provision of the Companies Acts or these Bye−Laws requiring or authorising a thing to be done by or to a Director and the Secretary shall not besatisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

THE SEAL

109.1 The Seal shall consist of a circular metal device with the name of the Company around its outer margin and the details of its registration across itscentre. The Company may also have for use in any territory outside Bermuda one or more additional Seals, each of which shall be a duplicate ofthe Seal except, in the case of a Seal for use in sealing documents creating or evidencing securities issued by the Company, for the addition on itsface of the word “Securities”.

109.2 The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the Board or of a committee of the Board. Subjectto the Companies Acts and except as provided in Bye−Law 21, any instrument to which a Seal is affixed shall be signed by an Officer or by anyperson who has been authorised by the Board either generally or specifically to attest to the use of a Seal.

DIVIDENDS AND OTHER PAYMENTS

110. Subject to the Companies Acts, the Board may from time to time declare cash dividends to be paid to the Shareholders, according to theirrespective rights and interests, and may fix the time for the payment of such dividends.

111. Except insofar as the rights attaching to, or the terms of issue of, any shares otherwise provide:

111.1 all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amountpaid up on a share in advance of a call may be treated for the purpose of this Bye−Law 111 as paid up on the share; and

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111.2 dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period inrespect of which the dividend is paid.

112. The Board may deduct from any dividend or other moneys payable to a Shareholder (either alone or jointly with another) by the Company on or inrespect of any shares all sums of money (if any) due from him (either alone or jointly with another) to the Company on account of calls or otherwisein respect of shares of the Company.

113. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company, unless the terms of issueof that share otherwise expressly provide.

114.1 Any dividend or other sum payable in cash to the holder of a share may be paid by cheque, warrant or other means approved by the Board and, in thecase of a cheque or warrant, may be sent through the post addressed to the holder at his address in the Register (or, in the case of joint holders,addressed to the holder whose name stands first in the Register in respect of the share at his registered address as appearing in the Register) oraddressed to such person at such address as the holder or joint holders may in writing direct.

114.2 Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case ofjoint holders, to the order of one or more of the holders and shall be sent at his or their risk and payment of the cheque or warrant by the bank onwhich it is drawn shall constitute a good discharge to the Company.

114.3 In addition, any dividend or other sum payable to the holder of a share may be paid by a bank or other funds transfer system or by such other meansas may be approved by the Board and to or through such person as the holder or joint holders may direct in writing, and the Company shall have noresponsibility for any sums lost or delayed in the course of any such transfer or when it has acted on any such direction.

114.4 Any one of two or more joint holders may give an effectual receipt for any dividend or other moneys payable or property distributable in respect ofthe shares held by such joint holders.

115.1 If (i) a payment for a dividend or other sum payable in respect of a share sent by the Company to the person entitled to it in accordance with theseBye−Laws is left uncashed or is returned to the Company and, after reasonable enquiries, the Company is unable to establish any new address or,with respect to a payment to be made by a funds transfer system, a new account, for that person or (ii) such a payment is left uncashed or returned tothe Company on two consecutive occasions, the Company shall not be obliged to send any dividends or other sums payable in respect of that share tothat person until he notifies the Company of an address or, where the payment is to be made by a funds transfer system, details of the account, to beused for the purpose.

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115.2 Any dividend or other distribution in respect of a share which is unclaimed for a period of 6 years from the date on which it became payable shallbe forfeited and shall revert to the Company. The payment by the Company of any unclaimed dividend or other distribution payable on or inrespect of a share into a separate account shall not constitute the Company a trustee in respect of it.

116. The Board may direct payment or satisfaction of any dividend or other distribution wholly or in part by the distribution of specific assets and, inparticular, of fully or partly paid up shares or debentures of any other company; and, where any difficulty arises in regard to such dividend ordistribution, the Board may settle it as it thinks expedient, and in particular may authorise any person to sell and transfer any fractions, or mayignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets, and may determine that cashpayments shall be made to any Shareholders upon the footing of the values so fixed in order to secure equality of distribution, and may vest anysuch specific assets in trustees as may seem expedient to the Board.

RESERVES

117. The Board may, before declaring any dividend or other distribution, set aside such sums as it thinks proper as reserves which shall, at thediscretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either beemployed in the business of the Company or be invested in such manner as the Board may from time to time think fit. The Board may also withoutplacing the same to reserves carry forward any sums which it may think it prudent not to distribute.

CAPITALISATION OF RESERVES

118.1 The Board may, at any time and from time to time, resolve that it is desirable to capitalise all or any part of any amount for the time being standingto the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and accordingly that suchamount be set free for distribution amongst the Shareholders or any class of Shareholders who would be entitled to it if distributed by way ofdividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up amounts for thetime being unpaid on any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures orother obligations of the Company, to be allotted, distributed and credited as fully−paid amongst such Shareholders, or partly in one way and partlyin the other; provided that, for the purpose of this Bye−Law, a share premium account may be applied only in paying up of unissued shares to beissued to such Shareholders credited as fully−paid and provided further than any sum standing to the credit of a share premium account may onlybe applied in crediting as fully−paid shares of the same class as that from which the relevant share premium was derived.

118.2 Where any difficulty arises in regard to any distribution under this Bye−Law 118, the Board may settle the same as it thinks expedient and, inparticular, may make such provision as it thinks fit in the case of securities becoming distributable in fractions

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(including provision for the whole or part of the benefit of fractional entitlements to accrue to the Company) and may authorise any person to selland transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so ormay ignore fractions altogether, and may determine that cash payments should be made to any Shareholders in lieu of any fractional entitlements, asmay seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution anycontract necessary or desirable for giving effect to it, and such appointment shall be effective and binding upon the Shareholders.

119.1 Whenever the Board decides to make a capitalisation issue of shares under Bye−Law 118 it may, subject to the rights attached to any particular classof shares, also decide to offer any Shareholder the right to elect to forego his entitlement to receive additional shares under such capitalisation issue(or such part of his entitlement as the Board may determine) and to receive instead a payment in cash (a “cash option”) in accordance with thefollowing provisions of this Bye−Law 119.

119.2 The amount payable under and all other terms of the cash option shall be decided by the Board, which may fix a limit on the extent to which anelection for the cash option shall be effective (whether by reference to a part of any Shareholder’s total entitlement to additional shares or to the totalnumber of additional shares in respect of which all such elections may be made on any occasion).

119.3 The Board shall give notice to the Shareholders of their rights of election in respect of the cash option and shall specify the procedure to be followedin order to make an election.

119.4 Payments to those Shareholders who elect to receive cash instead of their entitlement to further shares under such a capitalisation issue (“cashelectors”) may be made either (i) out of profits or reserves of the Company available for the payment of dividends or (ii) out of the net proceeds ofsale of the shares to which the cash electors would have been entitled under such capitalisation issue but for their election to receive cash, or partly inone way and partly in the other, as the Board determines. To the extent that the Board determines that payment is to be made as in (ii) above, theBoard shall be entitled to sell the additional shares to which the cash electors would have been entitled, to appoint some person to transfer thoseshares to the purchaser (who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by anyirregularity or invalidity in the proceedings relating to the sale). The net proceeds of sale shall be applied in or towards payment of the amounts dueto cash electors in respect of their cash entitlement and, to the extent that they exceed that entitlement, may be retained by the Company for itsbenefit.

119.5 The Board may decide that Shareholders resident in territories where, in the opinion of the Board, compliance with local laws or regulations wouldbe unduly onerous if those Shareholders were to receive additional shares, shall be deemed to have exercised rights of election to receive cash.

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119.6 The Board may determine that any sums due in respect of a cash option to all or some of those Shareholders whose registered addresses are in aparticular territory shall be paid in a currency or currencies other than US dollars and, if it does so, the Board may fix or otherwise determine thebasis of conversion into the other currency or currencies and payment of that converted amount in that currency shall be in full satisfaction of theentitlement to such sum.

120.1 The Board may, subject to the rights attached to any particular class of shares, offer any Shareholder the right to elect to receive further shares,credited as fully paid, instead of cash in respect of all (or some part) of any dividend (a “scrip dividend”) in accordance with the following provisionsof this Bye−Law 120.

120.2 The basis of allotment of the further shares shall be decided by the Board so that, as nearly as may be considered convenient, the value of the furthershares, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid. For these purposesthe value of the further shares shall be calculated in such manner as may be determined by the Board, but the value shall not in any event be less thanthe par value of a share.

120.3 The Board shall give notice to the Shareholders of their rights of election in respect of the scrip dividend and shall specify the procedure to befollowed in order to make an election.

120.4 The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and instead further shares shall beallotted in accordance with elections duly made and the Board shall capitalise a sum equal to not less than the aggregate par value of, nor more thanthe aggregate “value” (as determined under Bye−Law 120.2) of, the shares to be allotted, as the Board may determine out of such sums available forthe purpose as the Board may consider appropriate.

120.5 The Board may decide that the right to elect for any scrip dividend shall not be made available to Shareholders resident in any territory where, in theopinion of the Board, compliance by the Company with local laws or regulations would be unduly onerous.

120.6 The Board may do all acts and things considered necessary or expedient to give effect to the provisions of a scrip dividend election and the issue ofany shares in accordance with the provisions of this Bye−Law 120, and may make such provisions as it thinks fit for the case of shares becomingdistributable in fractions (including provisions under which, in whole or in part, the benefit of fractional entitlements accrues to the Company ratherthan to the Shareholders concerned).

120.7 The Board may from time to time establish or vary a procedure for election mandates, under which a holder of shares may, in respect of any futuredividends for which a right of election pursuant to this Bye−Law 120 is offered, elect to receive further shares in lieu of such dividend on the termsof such mandate.

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RECORD DATES

121.1 Notwithstanding any other provision of these Bye−Laws, the Company by Resolution or the Board may fix any date as the record date for anydividend, distribution, allotment or issue and for the purpose of identifying the persons entitled to receive notices of general meetings of theCompany or of any class of Shareholders or other documents. Any such record date may be on or at any time before or after any date on which suchdividend, distribution, allotment or issue is declared, paid or made or such notice or other document is dispatched.

121.2 In relation to any general meeting of the Company or of any class of Shareholders or to any adjourned meeting of which notice is given, the Boardmay specify in the notice of meeting or adjourned meeting or in any document sent to Shareholders by or on behalf of the Board in relation to themeeting, a time and date (a “record date”) which is not more than 60 days before the date fixed for the meeting (the “meeting date”) and,notwithstanding any provisions in these Bye−Laws to the contrary, in any such case:

121.2.1 each person entered in the Register at the record date as a Shareholder, or a Shareholder of the relevant class, (a “record date holder”)shall be entitled to attend and to vote at the relevant meeting and to exercise all of the rights or privileges of a Shareholder, or aShareholder of the relevant class, in relation to that meeting in respect of the shares, or the shares of the relevant class, registered in hisname at the record date; and

121.2.2 accordingly, a holder of relevant shares at the meeting date shall not be entitled to attend or to vote at the relevant meeting, or toexercise any of the rights or privileges of a Shareholder, or a Shareholder of the relevant class, in respect of the relevant shares at thatmeeting.

ACCOUNTING RECORDS

122. The Board shall cause accounting records of the Company to be kept in accordance with the requirements of the Companies Acts.

123. The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit; provided that, if the records ofaccount are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as are required by theCompanies Acts to be so kept. The records of account shall at all times be open to inspection by the Directors and, to the extent prescribed by theCompanies Acts, by the Resident Representative. No Shareholder (other than an Officer) shall have any right to inspect any accounting record or bookor document of the Company except as conferred by law or authorised by the Board or by Resolution.

124. The Board shall procure that financial statements of the Company are prepared and audited in respect of each year or other period from time to timefixed by the Board and that those financial statements are made available to Shareholders and laid before

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the Company in general meeting in accordance with the requirements of the Companies Acts.

AUDITORS

125 Auditors shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable law and such requirements notinconsistent with the Companies Acts as the Board may from time to time determine.

UNTRACED SHAREHOLDERS

126.1 The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a Shareholder or the shares to which aperson is entitled by transmission if and provided that:

126.1.1 during a period of 6 years no dividend in respect of those shares has been claimed and at least 3 cash dividends have become payable onthe shares in question;

126.1.2 on or after expiry of that period of 6 years the Company has inserted an advertisement in a newspaper circulating in the area of thelast−registered address at which service of notices upon the Shareholder or person entitled by transmission may be effected in accordancewith these Bye−Laws and in a national newspaper published in the relevant country, giving notice of its intention to sell such shares;

126.1.3 during that period of 6 years and the period of 3 months following the publication of such advertisement the Company has not receivedany communication from such Shareholder or person entitled by transmission; and

126.1.4 if so required by the rules of any securities exchange upon which the shares in question are listed for the time being, notice has been givento that exchange of the Company’s intention to make such sale.

126.2 The Company’s power of sale shall extend to any share which, on or before the date or first date on which any such advertisement appears, is issuedin right of a share to which Bye−Law 126.1 applies.

126.3 To give effect to any such sale the Board may authorise some person to transfer the shares to the purchaser who shall not be bound to see to theapplication of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.The net proceeds of sale shall belong to the Company which shall be obliged to account to the former Shareholder or person entitled by transmissionfor an amount equal to such proceeds and shall enter the name of such former Shareholder or person entitled by transmission in the books of theCompany as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and theCompany shall not be required to account for any money earned on the net proceeds, which may be

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employed in the business of the Company or invested in such investments as the Board may from time to time think fit.

SERVICE OF NOTICES AND OTHER DOCUMENTS

127.1 Any notice or other document (including a share certificate) may be served on or delivered to any Shareholder by the Company either personally orby sending it through the post (by air mail where applicable) in a pre−paid letter addressed to such Shareholder at his address as appearing in theRegister or by delivering it to or leaving it at such registered address. Any notice may also be served on any Shareholder by the Company by sendingit to him by electronic means to such addressee (including any appropriate identification name or number) as he may from time to time notify to theCompany for this purpose or as the Companies Acts may permit.

127.2 Any notice or other document which is sent by post (or air mail) shall be deemed to have been served or delivered on the second day after it was putin the post and, in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, stamped andput in the post. Any notice or other document not sent by post but left at a registered address shall be deemed to have been served or delivered on theday it was so left. Any notice sent by electronic means during normal business hours on any business day shall be deemed to have been served on theday on which it is sent and any notice so sent at any other time shall be deemed to have been served on the next day which is a normal business day(normal business hours and business days being ascertained for this purpose by reference to such hours and days in the place or territory to which thenotice is so sent).

128. If at any time, by reason of the suspension or curtailment of postal services within Bermuda or any other territory, the Company is unable effectivelyto convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised in at least one nationalnewspaper published in the territory concerned and such notice shall be deemed to have been duly served on each person entitled to receive it in thatterritory on the day, or on the first day, on which the advertisement appears. In any such case the Company shall send confirmatory copies of thenotice by post if at least five clear days before the meeting the posting of notices to addresses throughout that territory again becomes practicable.

129. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes bedeemed as sufficient service on or delivery to all the joint holders.

130. In the case of a person entitled by transmission to a share, any notice or other document shall be served on or delivered to him as if he were theholder of that share and his address noted in the Register were his registered address. In any other case, any notice or other document delivered, sentor given to a Shareholder in any manner permitted by these Bye−Laws shall, notwithstanding that the Shareholder is then dead or bankrupt or thatany other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been dulyserved

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or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder.

131. A Shareholder shall not be entitled to receive any communication from the Company if two consecutive communications addressed to him, andproperly served under these Bye−Laws, have been returned to the Company undelivered, but he shall again become entitled to receivecommunications following written notice from him to the Company of a new or corrected registered address. For the purposes of this Bye− Law,references to a communication include (without limitation) notices of general meetings and any cheque or other instrument of payment or attemptedpayment by a funds transfer system; but nothing in this Bye−Law shall entitle the Company to cease sending any cheques, warrants or orders orotherwise to cease making any payments for dividends or other monies payable in respect of shares, unless it is so entitled under Bye−Law 115.1.

DESTRUCTION OF DOCUMENTS

132.1 The Board may authorise or arrange the destruction of documents held by the Company as follows:

132.1.1 at any time after the expiration of six years from the date of registration, all instruments of transfer of shares and all other documentstransferring or purporting to transfer shares or representing or purporting to represent the right to be registered as the holder of shares on thefaith of which entries have been made in the Register;

132.1.2 at any time after the expiration of one year from the date of cancellation, all registered share certificates which have been cancelled;

132.1.3 at any time after the expiration of two years from the date of recording them, all dividend mandates and notifications of change of address;

132.1.4 at any time after the expiration of one year from the date of actual payment, all paid dividend warrants and cheques

132.1.5 at any time after the expiration of one year from the general meeting at which it last could be used, any form of proxy.

132.2 It shall conclusively be presumed in favour of the Company that:

132.2.1 every entry in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was dulyand properly made;

132.2.2 every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

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132.2.3 every share certificate so destroyed was a valid certificate duly and properly cancelled;

132.2.4 every other document mentioned in Bye−Law 132.1 above so destroyed was a valid and effective document in accordance with theparticulars of it recorded in the books and records of the Company; and

132.2.5 every paid dividend warrant and cheque so destroyed was duly paid.

132.3 The provisions of Bye−Law 132.2 shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of theparties to it) to which the document might be relevant.

132.4 Nothing in this Bye−Law 132 shall be construed as imposing on the Company or the Board any liability in respect of the destruction of anydocument earlier than as stated in Bye−Law 132.1 above or in any other circumstances in which liability would not attach to the Company or theBoard in the absence of this Bye−Law 132.

132.5 References in this Bye−Law 132 to the destruction of any document include references to its disposal in any manner.

WINDING UP

133. If the Company is wound up, the liquidator may, with the sanction of a Resolution and any other sanction required by the Companies Acts:

133.1 divide among the Shareholders in cash or in kind the whole or any part of the assets of the Company (whether they consist of property ofthe same kind or not) and for such purposes set such value as he deems fair on any property to be so divided and determine how suchdivision shall be carried out as between the Shareholders or different classes of Shareholders; and

133.2 vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the likesanction, thinks fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

EXEMPTION AND INDEMNIFICATION OF OFFICERS

134.1 Subject always to Bye−Law 134.5, no Officer shall be liable for the acts, receipts, neglects or defaults of any other Officer nor, so long as he hasacted honestly and in good faith with a view to the best interests of the Company, shall any Officer be liable in respect of any negligence, default orbreach of duty on his own part in relation to the Company or any subsidiary of the Company, or for any loss, misfortune or damage which mayhappen, in or arising out of the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers orotherwise in relation to or in connection with his duties, powers or office.

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134.2 Subject always to Bye−Law 134.5, every Officer shall be indemnified out of the funds of the Company against all liabilities, losses, damages orexpenses (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all legal and othercosts and expenses properly payable) arising out of the actual or purported execution or discharge of his duties or the exercise or purported exerciseof his powers or otherwise in relation to or in connection with his duties, powers or office (including but not limited to liabilities attaching to him andlosses arising by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relationto the Company or any subsidiary of the Company).

134.3 The Board shall have power to purchase and maintain insurances for the benefit of any persons who are or were at any time Officers or employees ofthe Company, or of any other company which is its holding company or of any other company which is a subsidiary of the Company or such holdingcompany or in which the Company or such holding company has any direct or indirect interest, including (without limitation) insurance against anyliability incurred by such persons in respect of any act or omission in the actual or purported performance of their duties or powers or offices inrelation to the Company or such other company.

134.4 In this Bye−Law 134, (i) the term “Officer” includes, in addition to the persons specified in the definition of that term in Bye−Law 1, the ResidentRepresentative, a member of a committee constituted under Bye−Law 95 and any person acting as an Officer or committee member in the reasonablebelief that he has been so appointed or elected, notwithstanding any defect in such appointment or election, and (ii) where the context so admits,references to an Officer include the estate and personal representatives of a deceased Officer or any such other person.

134.5 The provisions for exemption from liability and indemnity contained in this Bye−Law shall have effect to the fullest extent permitted by law, butshall not extend to any matter which would render any of them void pursuant to the Companies Acts.

135.1 To the extent that any person is entitled to claim an indemnity pursuant to these Bye− Laws in respect of an amount paid or discharged by him, therelevant indemnity shall take effect as an obligation of the Company to reimburse the person making such payment (including advance payments offees or other costs) or effecting such discharge.

135.2 The rights to indemnification and reimbursement of expenses provided by these Bye− Laws are in addition to any other rights to which a person maybe entitled.

ALTERATION OF BYE−LAWS

136.1 These Bye−Laws may be revoked or amended only by the Board, which may from time to time revoke or amend them in any way by a resolution ofthe Board passed by a majority of the Directors then in office and eligible to vote on that resolution, but no such revocation or amendment shall beoperative unless and until it is approved at a subsequent general meeting of the Company by a Resolution approved by (subject to Bye−Law 136.2)majority vote of the Shareholders.

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136.2 Unless the Board has, by a resolution passed by a majority of the Directors then in office and eligible to vote on that resolution, approved arevocation or amendment of Bye−Laws 77, 78, 79, 80, 81, 82, or this Bye−Law 136 the revocation or amendment will not be effective unlessapproved by a Resolution in favour of which Shareholders holding not less than 80 per cent of the issued shares of the Company carrying the right tovote at general meetings at the relevant time have voted.

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ANNEXES

CROSS-REFERENCE LISTS ANNEX I

MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE REGISTRATION DOCUMENT (SCHEDULE)

(Page numbering in this cross-reference list refers to the page contained in the relevant document.)

Item # Item contents Chapt./Exh. Page/Section

1. PERSONS RESPONSIBLE

1.1. All persons responsible for the information given in the prospectus Prospectus 6 (Company Representative

for Prospectus)

Exhibit IV Exhibits 31.1, 31.2, 32.1, 32.2

1.2. A declaration by those responsible for the prospectus Prospectus 6 (Company Representative for Prospectus)

2. STATUTORY AUDITORS

2.1. Names and addresses of the issuer's auditors Exhibit IV

F-2 (Report of Independent Registered Public Accounting

Firms)

2.2. If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, indicate details if material.

Not applicable Not applicable

3. SELECTED FINANCIAL INFORMATION

3.1. Selected historical financial information Exhibit IV 43 (Item 6. Selected Financial Data)

3.2. Interim periods Exhibit IV F-51 (Note 17. Quarterly Data (unaudited))

Exhibit IV

20-36 (Item 1A. Risk Factors)

72-73 (Item 7A. Quantitative and Qualitative Disclosures

About Market Risk)

4. RISK FACTORS

Chapter D 15-17 (VI. Risk Factors)

5. INFORMATION ABOUT THE ISSUER

5.1. History and Development of the Issuer Exhibit IV 1-14 (Excerpts from Item 1. Business)

5.1.1. the legal and commercial name of the issuer; Exhibit IV Cover page

5.1.2 the place of registration of the issuer and its registration number; Exhibit IV Cover page

5.1.3 the date of incorporation and the length of life of the issuer, except where indefinite; Exhibit IV 39 (Dividend Policy)

Exhibit VI

Article 5. (Details of Incorporation)

5.1.4 the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, as well as the address and telephone number;

Exhibit IV Cover page

- i -

Item # Item contents Chapt./Exh. Page/Section

5.1.5 Important events in the development of the issuer's business.

Exhibit IV

1-14 (Excerpts from Item 1. Business)

44-49 (Overview)

70-71 (Subsequent Developments)

5.2 Investments

5.2.1. A description, (including the amount) of the issuer's principal investments for each financial year for the period covered by the historical financial information up to the date of the prospectus

Exhibit IV

11-12 (Research and Innovation)

67 (Investing Activities)

F-18-F-21 (Note 5: Property and Equipment, Note 6:

Business Combinations and Goodwill, Note 7: Investments

and Financial Instruments)

5.2.2 A description of the issuer's principal investments that are in progress

Exhibit IV

11-12 (Research and Innovation)

71 (Obligations and Commitments)

F-45 (Note 14. Lease Commitments)

5.2.3 Information concerning the issuer’s principal future investments on which its management bodies have already made firm commitments. Exhibit IV

71 (Obligations and Commitments)

F-45-F-46 (Note 14. Lease Commitments)

6. BUSINESS OVERVIEW

6.1. Principal Activities Exhibit IV 1-20 (Item 1. Business)

6.1.1 A description of, and key factors relating to, the nature of the issuers operations and its principal activities; and Exhibit IV 1-20 (Item 1. Business)

6.1.2 An indication of any significant new products and/or services that have been introduced. Exhibit IV 1-20 (Item 1. Business)

6.2. Principal Markets

Exhibit IV

2-13 (Item 1. Business)

54-55 (Revenues by Segment/ Operating Group)

55-57 (Year Ended August 31, 2006 Compared to Year Ended August 31, 2005 - Revenues)

61-62 (Year Ended August 31, 2005 Compared to Year Ended

August 31, 2004)

F-48-F-50 (Note 16. Segment Reporting)

6.3. Where the information given pursuant to items 6.1. and 6.2. has been influenced by exceptional factors, mention that fact.

Not applicable Not applicable

- ii -

Item # Item contents Chapt./Exh. Page/Section

6.4. The extent to which the issuer is dependent on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes.

Exhibit IV

11-12 (Research and Innovation)

13 (Intellectual Property)

20, 22, 23, 24, 30 (Risk Factors)

6.5. Issuer's competitive position. Exhibit IV 12-13 (Competition)

7. ORGANIZATIONAL STRUCTURE

7.1. Description of the group. Chapter D 33 (III. Organizational Structure)

Exhibit IV 13-14 (Organizational Structure)

7.2. A list of the issuer's significant subsidiaries. Exhibit IV Exhibit 21.1 (Subsidiaries of the Registrant)

8. PROPERTY, PLANTS AND EQUIPMENT

8.1. Information regarding any existing or planned material tangible fixed assets.

Exhibit IV

36 (Item 2. Properties)

71 (Obligations and Commitments)

F-13 (Property and Equipment)

F-18 (Note 5: Property and Equipment)

F-45-F-46 (Note 14. Lease Commitments)

8.2. Environmental issues that may affect the issuer's utilization of the tangible fixed assets. Not applicable Not applicable

9. OPERATING AND FINANCIAL REVIEW

9.1. Financial Condition

Exhibit IV

44-72 (Item 7. Management's Discussion and Analysis of

Financial Condition and Results of Operations)

9.2. Operating Results

9.2.1. Significant factors materially affecting the issuer's income from operations

Exhibit IV

44-66 (Excerpts from Item 7. Management's Discussion and

Analysis of Financial Condition and Results of

Operations)

9.2.2. Material changes in net sales or revenues

Exhibit IV

44-52, 54-57, 61-62 (Excerpts from Item 7. Management's Discussion and Analysis of

Financial Condition and Results of Operations)

9.2.3. Governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the issuer's operations.

Exhibit IV

21, 22, 24, 26,27, 28, 29 (Excerpts from Risk Factors)

72-73 (Item 7A. Quantitative and Qualitative Disclosures

About Market Risk)

10. CAPITAL RESOURCES

10.1. Issuer's capital resources; Exhibit IV 66-68 (Liquidity and Capital Resources)

10.2. Narrative description of the issuer's cash flows; Exhibit IV 66-68 (Excerpts from

- iii -

Item # Item contents Chapt./Exh. Page/Section Liquidity and Capital

Resources)

10.3. Information on the borrowing requirements and funding structure of the issuer.

Exhibit IV

66-70 (Excerpts from Liquidity and Capital

Resources)

F-22 (Note 8. Borrowings and Indebtedness)

10.4. Information regarding any restrictions on the use of capital resources.

Exhibit IV

71 (Obligations and Commitments)

F-22 (Note 8. Borrowings and Indebtedness)

F-46-F-48 (Note 15. Commitments and

Contingencies)

10.5. Information regarding the anticipated sources of funds needed to fulfill commitments referred to in items 5.2.3. and 8.1.

Exhibit IV 66-68 (Excerpts from Liquidity and Capital

Resources)

11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES Exhibit IV

11-12 (Research and Innovation)

13 (Intellectual Property)

12. TREND INFORMATION

12.1. Significant trends that affected production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the prospectus.

Exhibit IV 44-49 (Overview)

12.2. Trends, uncertainties or events that are likely to affect the issuer for at least the current financial year.

Exhibit IV

20-36 (Item 1A. Risk Factors)

44-49 (Overview)

70-71 (Subsequent Developments)

72-73 (Item 7A. Quantitative and Qualitative Disclosures

About Market Risk)

13. PROFIT FORECASTS OR ESTIMATES Not applicable Not applicable

14. ADMINISTRATIVE, MANAGEMENT, SUPERVISORY BODIES AND SENIOR MANAGEMENT

Names, business addresses and functions in the issuer of the following persons and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer:

a) members of the administrative, management or supervisory bodies

Exhibit III 5-8 (Directors and Executive Officers)

b) partners with unlimited liability, in the case of a limited partnership with a Share capital;

Not applicable Not applicable

14.1.

c) founders, if the issuer has been established for fewer than five years;

Not applicable Not applicable

- iv -

Item # Item contents Chapt./Exh. Page/Section

d) any senior manager who is relevant to establishing that the issuer has the appropriate expertise and experience for the management of the issuer’s business; and

Exhibit III 7-8 (Executive Officers of Accenture Ltd)

The nature of any family relationship between any of those persons.

Not applicable Not applicable

In the case of each member of the administrative, management or supervisory bodies of the issuer and each person mentioned in points (b) and (d) of the first subparagraph, details of that person's relevant management expertise and experience and the following information:

Exhibit III 5-8 (Directors and Executive Officers)

(a) the names of all companies and partnerships of which such person has been a member of the administrative, management and supervisory bodies or partner at any time in the previous five years, indicating whether or not the individual is still a member of the administrative, management or supervisory bodies or partner. It is not necessary to list all the subsidiaries of an issuer of which the person is also a member of the administrative, management or supervisory bodies or partner;

Exhibit III 5-8 (Directors and Executive Officers)

(b) any convictions in relation to fraudulent offenses for at least the previous five years;

(c) details of any bankruptcies, receiverships or liquidations with which a person described in (a) and(d) of the first subparagraph who was acting in the capacity of any of the positions set out in (a) and (d) of the first subparagraph was associated for at least the previous five years;

Chapter B 13 (II. Executive Officers as of October 26, 2006)

(d) details of any official public incrimination and/or sanctions of such person by statutory or regulatory authorities (including designated professional bodies) and whether such person has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

Chapter B 13 (II. Executive Officers as of October 26, 2006)

14.2. Administrative, management, and supervisory bodies and senior management conflicts of interests.

Exhibit III

9 (Certain Relationships and Related Transactions)

10 (Compensation Committee Interlocks)

11 (Compensation of Non-Management Directors)

Exhibit IV

16-18 (Restrictions on the Transfer of Certain Accenture

Shares)

20 (Senior Executive Trading Policy)

F-41-F-42 (Restrictions on the Transfer of Certain Accenture

Shares)

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Item # Item contents Chapt./Exh. Page/Section

15. REMUNERATION AND BENEFITS

15.1. The amount of remuneration paid to the members of the administrative, management, supervisory and senior management bodies or to the general managers of the Issuer.

Exhibit III

9 (Certain Relationships and Related Transactions)

10-12 (Compensation of Executive Officers and

Directors)

15.2. The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits to the above persons. Exhibit III

10 (Summary Compensation Table)

11 (Compensation of Non-Management Directors)

16. BOARD PRACTICES

16.1. Date of expiration of the current term of office, if applicable, and the period during which the person has served in that office.

Exhibit III 5-7 (Directors and Executive Officers)

Exhibit III 10-11 (Compensation of Executive Officers and

Directors)

16.2. Information about members of the administrative, management or supervisory bodies' service contracts with the issuer or any of its subsidiaries providing for benefits.

Exhibit IV

18-19 (Accenture Ltd Bye-Laws)

F-26 (Excerpt from Note 10. Retirement and Profit Sharing

Plans)

Exhibit III

7 (Audit Committee of Accenture Ltd) (with respect

to a list of its current members)

10 (Compensation Committee Interlocks)

16.3. Information about the issuer's audit committee and remuneration committee, including the names of the committee members and a summary of the conditions of their term.

Exhibit V

9-10 (Audit Committee) (with respect to its terms of

reference)

10 (Compensation Committee) (with respect to its terms of

reference)

Exhibit IV Exhibits 31.1, 31.2, 32.1, 32.216.4. Compliance with corporate governance regime(s).

Exhibit III 7 (Audit Committee of Accenture Ltd)

Exhibit V 8-9 (Director Independence)

17. EMPLOYEES

17.1. Number of employees. Exhibit IV 12 (Employees)

Chapter D 35 (V. Employees)

17.2. Shareholdings and stock options with respect to each person referred to in points (a) and (d) of the first subparagraph of item 14.1.

Exhibit III

10 –11 (Compensation of Executive Officers and

Directors)

12 (Option Grants in Last Fiscal Year, Aggregated

Option Exercises in Fiscal Year-End Option Values)

13 - 14 (Beneficial Ownership of Directors and Executive Officers of Accenture Ltd)

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Item # Item contents Chapt./Exh. Page/Section

17.3 Description of any arrangements for involving the employees in the capital of the issuer.

Exhibit I

All sections

Exhibit II All sections

Exhibit IV

40 (Securities Authorized for Issuance under Equity Compensation Plans)

F-13-F-14 (Employee Share-Based Compensation Awards)

F-34- F-39 (Note 11. Share-Based Compensation)

18. MAJOR SHAREHOLDERS

18.1. Name of any stockholders who are not members of administrative and/or management bodies. Chapter B

14 (IV. General Information About Accenture Ltd’s Share

Capital)

18.2. Whether the issuer's Major shareholders have different voting rights. Chapter D 30-31 (Voting Rights)

Exhibit IV F-39 to F-42 (Note 12. Shareholders Equity)

18.3. Information on the persons directly or indirectly controlling the issuer

Not applicable Not applicable

18.4. Agreement known to the Issuer that may result in a change in control of the issuer.

Not applicable Not applicable

19. RELATED PARTY TRANSACTIONS Exhibit III 9 (Certain Relationships and Related Transactions)

20. FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS AND LIABILITIES FINANCIAL POSITION AND PROFITS AND LOSSES

20.1. Historical Financial Information Consolidated balance sheets of Accenture as of August 31, 2006 and 2005, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended August 31, 2006.

Exhibit IV F-1 to F-51 (Financial Statements Schedules)

Consolidated balance sheets of Accenture as of August 31, 2004.

Prospectus of Accenture Ltd,

approved by the AMF on March 25, 2005

under visa number 05-181

F-3 (Consolidated Balance Sheets) of Exhibit I to the

Prospectus of Accenture Ltd, approved by the AMF on

March 25, 2005 under visa number 05-181

20.2. Pro forma financial information Not applicable Not applicable

20.3. Financial statements Consolidated balance sheets of Accenture as of August 31, 2006 and 2005, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended August 31, 2006.

Exhibit IV F-1 to F-51 (Financial Statements Schedules)

Consolidated balance sheets of Accenture as of August 31, 2004.

Prospectus of Accenture Ltd,

approved by the AMF on March 25, 2005

under visa number 05-181

F-3 (Consolidated Balance Sheets) of Exhibit I to the

Prospectus of Accenture Ltd, approved by the AMF on

March 25, 2005 under visa number 05-181

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Item # Item contents Chapt./Exh. Page/Section

20.4. Auditing of historical annual financial information

20.4.1. Report of Independent Registered Public Accounting Firm on Consolidated balance sheets of Accenture as of August 31, 2006 and 2005, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended August 31, 2006.

Exhibit IV F-2 (Report of the Independent Registered Public Accounting

Firm)

Report of Independent Registered Public Accounting Firm on consolidated balance sheets of Accenture as of August 31, 2004.

Prospectus of Accenture Ltd,

approved by the AMF on March 25, 2005

under visa number 05-181

F-2 (Report of the Independent Registered Public Accounting Firm) of Exhibit Ito the Prospectus of Accenture Ltd, approved by the AMF on

March 25, 2005 under visa number 05-181

20.4.2. Indication of other information in the prospectus which has been audited by the auditors.

Not applicable Not applicable

20.4.3. Unaudited data in prospectus. Exhibit IV F-51 (Note 17. Quarterly Data (unaudited))

20.5. Age of latest financial information

20.5.1. The last year of audited financial information Exhibit IV

F-2 (Report of the Independent Registered Public Accounting

Firm)

20.6. Interim and other financial Information

20.6.1. Quarterly or half yearly financial information since the date of the last audited financial statements.

Not applicable Not applicable

20.6.2. Interim financial information Not applicable Not applicable

20.7. Dividend policy

20.7.1. The amount of the dividend per share for each financial year for the period covered by the historical financial information

Exhibit IV 39-40 (Dividend Policy)

F-45 (Dividend)

20.8. Legal and arbitration proceedings Exhibit IV

36 (Item 3. Legal Proceedings)

F-48 (Legal Contingencies)

21. ADDITIONAL INFORMATION

21.1. Share Capital:

21.1.1. The amount of issued capital

Exhibit IV

F-4 (Consolidated Balance Sheet)

F-6 (Consolidated Shareholders’ Equity and Comprehensive Income

Statements)

21.1.2. Shares not representing capital Not applicable Not applicable

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Item # Item contents Chapt./Exh. Page/Section

21.1.3. Shares in the issuer held by the issuer or subsidiaries. Chapter B 18 (VIII. Recent Developments)

Exhibit IV

39-42 (Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters

and Issuer Purchases of Equity Securities)

F-4 (Consolidated Balance Sheet)

F-6 (Consolidated Shareholders’ Equity and Comprehensive Income

Statements)

F-43-F-45 (Share Purchase Activity)

21.1.4. The amount of any convertible securities, exchangeable securities or securities with warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.

Not applicable Not applicable

21.1.5. Information about and terms of any acquisition rights and or obligations over authorized but unissued capital or an undertaking to increase the capital.

Not applicable Not applicable

21.1.6. Information about any capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option.

Not applicable Not applicable

21.1.7. A history of share capital for the period covered by the historical financial information.

Exhibit IV

F-6-F-7 (Consolidated Shareholders’ Equity and Comprehensive Income

Statements)

F-42-F-45 (Material Transactions Affecting Shareholders' Equity)

21.2. Memorandum and Articles of Association

21.2.1. Issuer's objects and purposes. Exhibit VI Section 6

21.2.2. A summary of any provisions of the issuer's articles of association, statutes, charter or bylaws with respect to the members of the administrative, management and supervisory bodies. Exhibit VII

36-45 (Sections 78. – 105.4, Appointment and Removal of

Directors through and including Officers)

55-56 (Sections 134-135, Exemption and

Indemnification of Officers)

Exhibit IV 35 (Risk Factors)

21.2.3. A description of the rights, preferences and restrictions attaching to each class of the existing shares.

Exhibit VII Section 5 (Share rights)

Chapter D 29-32 (1.5 Rights Attached to the Securities)

21.2.4. What action is necessary to change the rights of holders of the shares. Chapter D 29 (1.5 Rights Attached to the

Securities)

21.2.5. Conditions governing the manner in which annual general meetings and extraordinary general meetings of shareholders are called.

Chapter D 31 (Meetings)

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Item # Item contents Chapt./Exh. Page/Section

21.2.6. Provisions of the issuer's articles of association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the issuer.

Not applicable Not applicable

21.2.7. An indication of the articles of association, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership must be disclosed.

Not applicable Not applicable

21.2.8. A description of the conditions imposed by the memorandum and articles of association statutes, charter or bylaw governing changes in the capital, where such conditions are more stringent than is required by law.

Exhibit VII

9-10 (Sections 12-16, Increase of Capital through and including Alteration of

Capital)

22. MATERIAL CONTRACTS

Exhibit IV

45-49 (Excerpts from Overview and The NHS

Contracts)

F-46 F-48 (Note 15. Commitments and

Contingencies)

23. PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST

23.1. Where a statement or report attributed to a person as an expert is included in the Registration Document, provide such person's name, business address, qualifications and material interest if any in the issuer.

Not applicable Not applicable

23.2. Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced.

Not applicable Not applicable

24. DOCUMENTS ON DISPLAY Exhibit IV 1 (Available Information)

25. INFORMATION ON HOLDINGS Chapter D 33 (III. Organizational structure)

- x -

ANNEX III

MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE SECURITIES NOTE (SCHEDULE)

(Page numbering in this cross-reference list refers to the page contained in the relevant document.)

Item # Item contents Chap./Exh. Page/Section

1. PERSONS RESPONSIBLE

1.1. Prospectus 6 (Company Representative for Prospectus)

All persons responsible for the information given in the prospectus.

Exhibit IV Exhibits 31.1, 31.2, 32.1, 32.2

1.2. A declaration by those responsible for the prospectus. Prospectus 6 (Company Representative for Prospectus)

Exhibit IV

20-36 (Item 1A. Risk Factors)

72-73 (Item 7A. Quantitative and Qualitative Disclosures

About Market Risk)

2. RISK FACTORS

Chapter D 15-17 (VI. Risk Factors)

3. KEY INFORMATION

3.1 Working capital statement. Chapter D 33

3.2 Capitalization and indebtedness.

Chapter D

32-33 (II. Statement of Capitalization and

Indebtedness as of August 31, 2006)

3.3 Interest of natural and legal persons involved in the issue/offer. Not applicable Not applicable

3.4 Chapter D

22 (1.1 Purpose of the ESPP)

25 (1.1 Purpose of the SIP (including the VEIP))

Exhibit I 1 (Section 1)

Reasons for the offer and use of proceeds.

Exhibit II Section 1

4. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ADMITTED TO TRADING

4.1

Chapter D

28 (1.1 Type and the Class of the Securities Being Offered,

Including the Security Identification Code)

Exhibit I 4 (Section 3)

Type and the class of the securities being offered, including the security identification code.

Exhibit II Section 3

4.2 Legislation under which the securities have been created. Chapter D

28 (1.2 Legislation Under Which The Securities Have

Been Created)

4.3 Form of securities, name and address of the entity in charge of keeping the records. Chapter D

28-29 (1.3 Form of Securities, Name and Address of the

Entity in Charge of Keeping the Records)

4.4 Currency of the securities issue. Chapter D 29 (1.4 Currency of the Securities Issue)

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Item # Item contents Chap./Exh. Page/Section

4.5 Rights attached to the securities. Chapter D 29-32 (1.5 Rights Attached to the Securities)

4.6 Statement of the resolutions, authorizations and approvals by virtue of which the securities have been or will be created and/or issued.

Chapter A 8 (Introductory Paragraph)

4.7 Expected issue date of the securities. Chapter D

22-23 (1.3 Purchase Period)

26 (1.4(a) VEIP Rights to Acquire Accenture Shares)

4.8 Chapter D 32 (1.6 Transferability)

Exhibit I 8 (Section 13)

Description of any restrictions on the free transferability of the securities.

Exhibit II Section 12

4.9 Exhibit I 8 (Section 12(b))

Mandatory takeover bids and/or squeeze-out and sell-out rules in relation to the securities.

Exhibit II Section 9(b)

4.10 An indication of public takeover bids by third parties in respect of the issuer's equity, which have occurred during the last financial year and the current financial year.

Not applicable Not applicable

4.11 Information on taxes on the income from the securities withheld at source.

Chapter D 36-79 (VI. Tax Consequences)

5. TERMS AND CONDITIONS OF THE OFFER

5.1 Conditions, offer statistics, expected timetable and action required to apply for the offer.

5.1.1

Chapter D

22-28, Section A (I. Outline, II. Eligibility and III. Delivery of the Shares) and Section B (I. Outline, II. Eligibility and III. Delivery of the Shares)

Exhibit I All sections

Conditions to which the offer is subject.

Exhibit II All sections

5.1.2 Chapter D 34-35 (4.2 Net Proceeds)

Exhibit I 4 (Section 3)

Total amount of the issue/offer.

Exhibit II Section 3

5.1.3

Chapter D

22-23 (1.3 Purchase Period)

23-24 (2.2 Participation of Eligible Employees)

26 (1.4(a) VEIP Rights to Acquire Accenture Shares)

27 (2.2 Participation of VEIP Participants)

Exhibit I

5-7 (Sections 6 to 11)

8 (Section 15)

Time period during which the offer will be open and description of the application process.

Exhibit II Sections 6 to 8

Section 13

- xii -

Item # Item contents Chap./Exh. Page/Section

5.1.4

Chapter D

23 (1.6 Term of the ESPP)

23 (1.7 Amendment or Discontinuance of the ESPP)

26 (1.5 Amendment or Discontinuance of the SIP

(including the VEIP))

Exhibit I 8 (Section 15)

Circumstances under which the offer may be revoked or suspended and whether revocation can occur after dealing has begun.

Exhibit II Section 13

5.1.5 Possibility to reduce subscriptions and the manner for refunding excess amount paid by applicants.

Chapter D

24 (2.4 Discontinuance of Participation of Participating

Employees)

27 (2.4 Discontinuance of Participation of VEIP

Participants)

5.1.6 Minimum and/or maximum amount of application. Chapter D

24 (2.3 Payroll Deductions)

27 (2.3 Payroll Deductions)

Chapter D

24 (2.4 Discontinuance of Participation of Participating

Employees)

27 (2.4 Discontinuance of Participation of VEIP

Participants)

5.1.7 Period during which an application may be withdrawn.

Exhibit I 7 (Section 10)

5.1.8 Method and time limits for paying up the securities and for delivery of the securities.

Chapter D 24 (2.3 Payroll Deductions and III. Delivery and

Transferability of the Shares)

27 (2.3 Payroll Deductions)

28 (III. Delivery and Transferability of the Shares)

5.1.9 Manner and date in which results of the offer are to be made public. Chapter D

28-29 (1.3 Form of Securities, Name and Address of the

Entity in Charge of Keeping the Records)

5.1.10 Procedure for the exercise of any right of pre-emption. Not applicable Not applicable

5.2 Plan of distribution and allotment

5.2.1. Chapter D 23 (2.1 Eligible Employees)

27 (2.1 Eligible Employees)

Prospectus 4-5

Exhibit I 4-5 (Section 5)

The various categories of potential investors to which the securities are offered.

Exhibit II Section 4

5.2.2. Indication of whether major shareholders or members of the issuer's management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer.

Exhibit IV F-38-F-39

(Voluntary Equity Investment Program)

5.2.3. Pre allotment Disclosure:

a) The division into tranches of the offer; Not applicable Not applicable

b) The conditions under which the claw-back maybe used;

Not applicable Not applicable

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Item # Item contents Chap./Exh. Page/Section

c) The allotment method or methods to be used for the retail and issuer's employee tranche;

Not applicable Not applicable

d) Pre-determined preferential treatment to be accorded to certain classes of investors or certain affinity groups.

Not applicable Not applicable

e) Whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by;

Not applicable Not applicable

f) A target minimum individual allotment if any within the retail tranche; Not applicable Not applicable

g) The conditions for the closing of the offer as well as the date on which the offer may be closed at the earliest;

Not applicable Not applicable

h) Whether or not multiple subscriptions are admitted. Not applicable Not applicable

5.2.4. Process for notification to applicants of the amount allotted. Chapter D

28-29 (1.3 Form of Securities, Name and Address of the

Entity in Charge of Keeping the Records)

5.2.5. Over-allotment and 'green shoe':

a) The existence and size of any over-allotment facility and/or 'green shoe'. Not applicable Not applicable

b) The existence period of the over-allotment facility and/or 'green shoe'. Not applicable Not applicable

c) Any conditions for the use of the over-allotment facility or exercise of the 'green shoe'. Not applicable Not applicable

5.3 Pricing

5.3.1.

Chapter D

23 (1.4 Purchase Price)

26 (1.4(b) Exercise Price of VEIP Rights to Acquire

Accenture Shares)

Exhibit I 5 (Section 8)

An indication of the price at which the securities will be offered.

Exhibit II Sections 6 to 8

5.3.2.

Chapter D

23 (1.4 Purchase Price)

26 (1.4(b) Exercise Price of VEIP Rights to Acquire

Accenture Shares)

Exhibit I 5 (Section 8)

Process for the disclosure of the offer price.

Exhibit II Sections 6 to 8

5.3.3. If the issuer's equity holders have pre-emptive purchase rights and this right is restricted or withdrawn.

Chapter D 30 (Pre-emptive, Redemptive or Conversion Provisions)

5.3.4 Where there is or could be a material disparity between the public offer price and the effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year.

Not applicable Not applicable

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Item # Item contents Chap./Exh. Page/Section

5.4. Placing and Underwriting

5.4.1 Name and address of the co-coordinator(s) of the global offer.

Not applicable Not applicable

5.4.2 Name and address of any paying agents and depository agents in each country. Chapter D

28-29 (1.3 Form of Securities, Name and Address of the

Entity in Charge of Keeping the Records)

5.4.3. Name and address of the entities agreeing to underwrite the issue on a firm commitment basis. Not applicable Not applicable

5.4.4. When the underwriting agreement has been or will be reached. Not applicable Not applicable

6. ADMISSION TO TRADING AND DEALING ARRANGEMENTS

6.1 Whether the securities offered are or will be the object of an application for admission to trading. Chapter D

28 (1.1 Type and the Class of the Securities Being Offered,

Including the Security Identification Code)

6.2 Regulated markets or equivalent markets on which securities of the same class of the securities to be offered or admitted to trading are already admitted to trading.

Chapter D

28 (1.1 Type and the Class of the Securities Being Offered,

Including the Security Identification Code)

6.3 Simultaneous private placement. Not applicable Not applicable

6.4 Details of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity.

Not applicable Not applicable

6.5 Stabilization:

6.5.1. The fact that stabilization may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at anytime,

Not applicable Not applicable

6.5.2. The beginning and the end of the period during which stabilization may occur,

Not applicable Not applicable

6.5.3. Identity of the stabilization manager, Not applicable Not applicable

6.5.4. The fact that stabilization transactions may result in a market price that is higher than would otherwise prevail.

Not applicable Not applicable

7. SELLING SECURITIES HOLDERS

7.1. Name and business address of the person or entity offering to sell the securities.

Not applicable Not applicable

7.2. The number and class of securities being offered by each of the selling security holders.

Not applicable Not applicable

7.3. Lock-up agreements. Not applicable Not applicable

8. EXPENSE OF THE ISSUE/OFFER

8.1. The total net proceeds and an estimate of the total expenses of the issue/offer.

Chapter D 34-35 (4.2 Net Proceeds)

9. DILUTION

9.1. The amount and percentage of immediate dilution resulting from the offer. Chapter D 33-34 (4.1 Maximum

Dilution)

9.2. In the case of a subscription offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer.

Not applicable Not applicable

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- xvi -

Item # Item contents Chap./Exh. Page/Section

10. ADDITIONAL INFORMATION

10.1. If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted.

Not applicable Not applicable

10.2. An indication of other information in the Securities Note which has been audited or reviewed by statutory auditors.

Not applicable Not applicable

10.3. Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such persons' name, business address, qualifications and material interest if any in the issuer.

Not applicable Not applicable

10.4 Where information has been sourced from a third party. Not applicable Not applicable