- i -

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE

YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are

recommended to consult immediately your stockbroker, bank manager, solicitor, accountant, fund

manager or other appropriate independent financial adviser being, if you are resident in Ireland, an

organisation or firm authorised or exempted pursuant to the European Communities (Markets in

Financial Instruments) Regulations (No.1-3) 2007 or the Investment Intermediaries Act 1995 (as

amended) or, if you are resident in a territory outside Ireland, from another appropriately authorised

adviser.

This prospectus has been prepared in accordance with Directive 2003/71/EC of the European Parliament

and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to

the public or admitted to trading and amending Directive 2001/34/EC (the "Prospectus Directive"), the

Commission Regulation EC No 809/2004 implementing Directive 2003/71/EC of the European Parliament

and of the Council as regards information contained in prospectuses as well as the format, incorporation by

reference and publication of such prospectuses and dissemination of advertisements and the Prospectus

(Directive 2003/71/EC) Regulations 2005 (SI No.324 of 2005) of Ireland.

This prospectus has been approved by the Irish Financial Services Regulatory Authority, as competent

authority under the Prospectus Directive 2003/71/EC. The Irish Financial Services Regulatory Authority

only approves this prospectus as meeting the requirements imposed under Irish and EU law pursuant to

the Prospectus Directive 2003/71/EC. Such approval relates only to the Class A ordinary shares of

Accenture plc which are to be admitted to trading on the regulated market of the Irish Stock Exchange or

other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in

any Member State of the European Economic Area.

Accenture plc has requested the Irish Financial Services Regulatory Authority to provide the competent

authorities in Austria, Belgium, the Czech Republic, Denmark, Finland, France, Germany, Greece,

Hungary, Italy, Latvia, Luxembourg, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, The

Netherlands and the United Kingdom with a certificate of approval attesting that the prospectus has been

drawn up in accordance with the Prospectus Directive.

ACCENTURE PUBLIC LIMITED COMPANY ("Accenture")

EMPLOYEE SHARE PLAN PROSPECTUS

Relating to Class A ordinary shares of Accenture plc listed and admitted, or to be listed and admitted upon their issuance, on the New York Stock Exchange

Nothing contained in this prospectus is intended to constitute investment, legal, tax, accounting or other

professional advice. This document is for information only and nothing in this prospectus is intended to

endorse or recommend a particular course of action. Recipients of this prospectus should consult with an

appropriate professional for specific advice rendered on the basis of their individual situation. In making an

investment decision, each investor must rely on their own examination, analysis and enquiry.

Accenture plc and its directors accept responsibility for the information contained in this prospectus. To the

best of the knowledge of Accenture plc and its directors, the information contained in this prospectus is in

accordance with the facts and does not omit anything likely to affect the import of such information and

Accenture plc and its directors have taken all reasonable care to ensure that such is the case.

Pages 2 to 9 of this prospectus constitute the prospectus summary required by Article 5(2) of Directive

2003/71/EC.

The date of this prospectus is 22 December 2009.

- ii -

TABLE OF CONTENTS

PART 1

SUMMARY

DESCRIPTION OF EMPLOYEE SHARE PLANS ...........................................................................................2

THE EMPLOYEE SHARE PURCHASE PLAN ("ESPP") .......................................................... 2

THE VOLUNTARY EQUITY INVESTMENT PROGRAM ("VEIP") ............................................ 2

ORGANISATION AND ACTIVITIES OF ACCENTURE PLC ..........................................................................3

GENERAL DESCRIPTION OF ACCENTURE ........................................................................... 3

GENERAL INFORMATION ABOUT ACCENTURE PLC'S SHARE CAPITAL .......................... 3

RISK FACTORS ......................................................................................................................... 3

RECENT DEVELOPMENTS ...................................................................................................... 5

SIGNIFICANT CHANGE ............................................................................................................ 6

DOCUMENTS ON DISPLAY ..................................................................................................... 6

FINANCIAL INFORMATION CONCERNING ACCENTURE LTD ..................................................................7

FINANCIAL INFORMATION CONCERNING ACCENTURE LTD FOR THE THREE FISCAL YEARS ENDED 31 AUGUST 2009, 31 AUGUST 2008, AND 31 AUGUST 2007 .............................................................................................................. 7

STATEMENT OF CAPITALISATION AND INDEBTEDNESS AS OF 30 NOVEMBER 2009 .............................................................................................................................. 8

MAXIMUM DILUTION ................................................................................................................ 9

PART 2

SECTION 1 RISK FACTORS .................................................................................................................10

SECTION 2 SUPPLEMENTAL INFORMATION CONCERNING ACCENTURE, ACCENTURE LTD, THE ESPP AND THE VEIP .......................................................................................23

2.1 THE ESPP ................................................................................................................... 23

2.1.1 THE OUTLINE ............................................................................................... 23

2.1.2 ELIGIBILITY UNDER THE ESPP .................................................................. 25

2.1.3 DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE ESPP .............................................................................................................. 26

2.2 THE VEIP .................................................................................................................... 26

2.2.1 THE OUTLINE ............................................................................................... 26

2.2.2 ELIGIBILITY UNDER THE VEIP .................................................................... 27

2.2.3 DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE VEIP ............................................................................................................... 29

2.3 PROVISIONS COMMON TO THE ESPP AND THE VEIP AND PROVISIONS RELATING TO ACCENTURE ..................................................................................... 29

2.3.1 RIGHTS RELATED TO THE SHARES .......................................................... 29

2.3.2 MAXIMUM DILUTION .................................................................................... 33

2.3.3 NET PROCEEDS AND EXPENSES UNDER THE ESPP AND THE VEIP ............................................................................................................... 34

2.3.4 WORKING CAPITAL STATEMENT............................................................... 34

- iii -

2.3.5 ORGANISATIONAL STRUCTURE AND DESCRIPTION OF THE ACCENTURE 2009 SCHEME OF ARRANGEMENT .................................... 35

2.3.6 EXECUTIVE OFFICERS AS OF 21 DECEMBER 2009 ................................ 35

2.3.7 BOARD OF DIRECTORS AS OF 21 DECEMBER 2009............................... 36

2.3.8 CERTAIN ADDITIONAL INFORMATION REGARDING ACCENTURE'S DIRECTORS AND EXECUTIVE OFFICERS ...................... 36

2.3.9 EMPLOYEES ................................................................................................. 39

2.3.10 ACCENTURE'S MAIN SHAREHOLDERS ..................................................... 39

2.3.11 PARTICULAR PROVISIONS OF ACCENTURE PLC'S ARTICLES OF ASSOCIATION............................................................................................... 39

2.3.12 SIGNIFICANT CHANGE ................................................................................ 39

2.3.13 TREND INFORMATION ................................................................................ 39

2.3.14 AUDITORS ..................................................................................................... 40

2.3.15 GOVERNMENT, LEGAL OR ARBITRATION PROCEEDINGS .................... 40

2.4 TAX CONSEQUENCES .............................................................................................. 41

2.4.1 AUSTRIAN TAX CONSEQUENCES ............................................................. 41

2.4.2 BELGIAN TAX CONSEQUENCES ................................................................ 44

2.4.3 CZECH REPUBLIC TAX CONSEQUENCES ................................................ 46

2.4.4 DANISH TAX CONSEQUENCES .................................................................. 48

2.4.5 DUTCH TAX CONSEQUENCES ................................................................... 50

2.4.6 FINNISH TAX CONSEQUENCES ................................................................. 52

2.4.7 FRENCH TAX CONSEQUENCES ................................................................ 54

2.4.8 GERMAN TAX CONSEQUENCES................................................................ 57

2.4.9 GREEK TAX CONSEQUENCES ................................................................... 59

2.4.10 HUNGARIAN TAX CONSEQUENCES .......................................................... 61

2.4.11 IRISH TAX CONSEQUENCES ...................................................................... 63

2.4.12 ITALIAN TAX CONSEQUENCES .................................................................. 65

2.4.13 LATVIAN TAX CONSEQUENCES ................................................................ 67

2.4.14 LUXEMBOURGIAN TAX CONSEQUENCES ................................................ 69

2.4.15 NORWEGIAN TAX CONSEQUENCES ......................................................... 71

2.4.16 POLISH TAX CONSEQUENCES .................................................................. 73

2.4.17 PORTUGUESE TAX CONSEQUENCES ...................................................... 75

2.4.18 ROMANIAN TAX CONSEQUENCES ............................................................ 77

2.4.19 SLOVAKIAN TAX CONSEQUENCES ........................................................... 79

2.4.20 SPANISH TAX CONSEQUENCES................................................................ 81

2.4.21 SWEDISH TAX CONSEQUENCES............................................................... 83

2.4.22 UNITED KINGDOM TAX CONSEQUENCES ................................................ 85

- iv -

DEFINITIONS………………………………………………………………………………………………………... 87

SCHEDULES

SCHEDULE 1 LIST OF PARTICIPATING SUBSIDIARIES

SCHEDULE 2 ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN

SCHEDULE 3 ACCENTURE LTD 2001 SHARE INCENTIVE PLAN

SCHEDULE 4 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR

ENDED 31 AUGUST 2008, FILED BY ACCENTURE LTD

SCHEDULE 5 PROXY STATEMENT, FILED BY ACCENTURE LTD WITH THE SEC ON 19

DECEMBER 2008

SCHEDULE 6 MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACCENTURE

PUBLIC LIMITED COMPANY (AS AMENDED BY SPECIAL RESOLUTION

DATED 24 AUGUST 2009)

SCHEDULE 7 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR

ENDED 31 AUGUST 2009, FILED BY ACCENTURE PLC

SCHEDULE 8 SCHEDULE 14(C) INFORMATION STATEMENT PURSUANT TO SECTION

14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, FILED BY

ACCENTURE SCA

SCHEDULE 9 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY

PERIOD ENDED 30 NOVEMBER 2009, FILED BY ACCENTURE PLC

1

IMPORTANT INFORMATION ABOUT CERTAIN RESTRICTIONS

This prospectus has been approved by the Irish Financial Services Regulatory Authority, as

competent authority under the Prospectus Directive 2003/71/EC. The Irish Financial Services

Regulatory Authority only approves this prospectus as meeting the requirements imposed under

Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. Such approval relates only to the

Class A ordinary shares of Accenture plc which are to be admitted to trading on the regulated

market of the Irish Stock Exchange or other regulated markets for the purposes of Directive

2004/39/EC or which are to be offered to the public in any Member State of the European Economic

Area.

This prospectus is for use solely in connection with offerings under the employee share plans of

Accenture plc to certain employees of Accenture plc 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

plc 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 plc to eligible employees in the

United States, Accenture plc has filed with the United States Securities and Exchange Commission

(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 of 1933 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 plc Class A ordinary shares under Accenture plc'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 plc Class A ordinary shares under

Accenture plc's employee share plans may be restricted by law in certain jurisdictions. Accenture

plc 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 plc Class A ordinary shares in connection with Accenture

plc's employee share plans in any jurisdiction in which such offer or invitation would be unlawful.

The offer of securities in connection with the VEIP which is described in this prospectus is a public

offer of securities pursuant to the Prospectus Directive in the following member states of the

European Economic Area, subject to the applicable legislation in each of those countries: Austria,

Belgium, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Ireland, Italy,

Latvia, Luxembourg, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden, the United

Kingdom and The Netherlands.

The offer of securities in connection with the ESPP which is described in this prospectus is a

public offer of securities pursuant to the Prospectus Directive in the following member states of the

European Economic Area, subject to the applicable legislation in each of those countries: Germany

and Poland.

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.)

2

PART 1 – SUMMARY

The following summary information should be read as an introduction to this Prospectus. Any

decision to invest in Accenture Class A ordinary shares should be based on the consideration of

this Prospectus as a whole by the investor. Where a claim relating to the information contained in

this Prospectus is brought before a court, a plaintiff investor might, under the national legislation of

the Member State, be required to bear the costs of translating this Prospectus before legal

proceedings are initiated. Civil liability attaches to those persons responsible under law for the

contents of the Prospectus, but only if this summary is misleading, inaccurate or inconsistent when

read together with the other parts of this Prospectus.

DESCRIPTION OF EMPLOYEE SHARE PLANS

THE EMPLOYEE SHARE PURCHASE PLAN ("ESPP")

Participation in the ESPP is offered to employees of Accenture and its subsidiary companies who are

eligible to participate in accordance with the criteria stated in the rules of the ESPP (see Section 2.1.2 of

this prospectus for further details) ("Eligible Employees"). Currently, senior executives of Accenture and its

affiliates are generally excluded from participating in the ESPP. Eligible Employees who choose to

participate ("Participating Employees") may contribute up to 10% of their monthly salary during successive

six-month periods (each a "Purchase Period"), with contributions capped at USD 7,500 in each Purchase

Period. Participating Employees are granted an option ("Option") to purchase class A ordinary shares in

Accenture ("Shares") with their accumulated contributions at the end of the relevant Purchase Period. The

first Purchase Period commences on 2 May and ends on 1 November and the second Purchase period

commences on 2 November and ends on 1 May of the following year. Eligible Employees have a period of

between 15 March to 15 April and 15 September to 15 October respectively before each Purchase Period

to choose whether to enrol. On the last business day of each Purchase Period the accumulated

contributions are used to exercise the Options to purchase Shares at a 15% discount to the market price of

those Shares on that day. A Participating Employee in the first Purchase Period will be automatically

enrolled in the second Purchase Period on the same terms unless he chooses to change his monthly

contribution or to withdraw from the ESPP.

THE VOLUNTARY EQUITY INVESTMENT PROGRAM ("VEIP")

Senior executives of Accenture and its affiliates may enrol in the VEIP during an enrolment period before

the following calendar year ("VEIP Year") which will commence on or about 23 December 2009 and end on

8 January 2010 (see Section 2.2.2 of this prospectus for further details). A senior executive who enrols

("VEIP Participant") chooses to use between 1% and 30% of his monthly cash compensation to purchase

Shares each month of the VEIP Year, subject to an aggregate annual participation limit of 8% of total global

senior executive forecasted compensation. Shares are purchased on or about the fifth day of each month

during the VEIP Year at the market price of those Shares on the date of purchase.

VEIP Participants who have not withdrawn from the VEIP prior to the end of the VEIP Year are awarded on

the fifth day of the following year (the "Last Monthly Exercise Date") Restricted Share Units ("RSUs")

matching 50% of the number of Shares that are both (i) acquired under the VEIP during the VEIP Year, and

(ii) not sold or transferred before the end of each VEIP Year (the "Matching RSUs"). Apart from as

described in Section 2.2.2 of this prospectus (under the heading "Termination of Employment of VEIP

Participants"), vesting and delivery of Shares underlying Matching RSUs occurs 24 months from the

granting of the Matching RSUs. Shares are delivered free of charge to a VEIP Participant on vesting. If a

VEIP Participant ceases to be employed by Accenture or an affiliate after the Last Monthly Exercise Date,

the consequences for his Matching RSUs depend on the reason and timing of the termination, as described

under the heading "Termination of Employment of VEIP Participants" in Section 2.2.2 of this prospectus.

3

ORGANISATION AND ACTIVITIES OF ACCENTURE PLC

GENERAL DESCRIPTION OF ACCENTURE

As part of the relocation to the Republic of Ireland, Accenture was incorporated on 10 June 2009. On 1

September 2009 Accenture acquired the entire issued share capital of Accenture Ltd pursuant to an

internal corporate reorganisation (which is explained in more detail in Description of the Accenture 2009

Scheme of Arrangement on page 35 of this prospectus). Accenture Ltd was formerly the parent company

of the Group and until 1 September 2009 its Class A common shares had been traded on the New York

Stock Exchange since 2001. Since 1 September 2009 Accenture Shares have been traded on the New

York Stock Exchange.

Accenture is one of the world's leading management consulting, technology services and outsourcing

organisations, with approximately 177,000 employees; offices and operations in more than 200 cities in

52 countries; and revenues before reimbursements of USD 21.58 billion for fiscal year 2009 (for further

information regarding Accenture's business, see Schedule 7 hereto, notably pages 1 to 18).

The principal objects of Accenture (further set out in paragraph 3 of its Memorandum of Association,

attached hereto as Schedule 6) 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.

Accenture is a public limited company incorporated under the Companies Acts 1963 to 2009 of Ireland,

with its registered office at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland.

Accenture's consolidated accounts are audited by KPMG LLP on a global basis. For historical information on Accenture's employees, see Section 2.3.9 of this prospectus.

Details of Accenture's Board of Directors are set out in Section 2.3.7 of this prospectus.

GENERAL INFORMATION ABOUT ACCENTURE PLC'S SHARE CAPITAL

The authorised share capital of Accenture is €40,000 and US$517,500 divided into 40,000 ordinary shares

with a par value of €1.00 per share, 20,000,000,000 Class A ordinary shares with a par value of

US$0.0000225 per share, 1,000,000,000 Class X ordinary shares with a par value of US$0.0000225 per

share and 2,000,000,000 undesignated shares with a par value of US$0.0000225 per share.

As of 11 December 2009, 632,410,168 Class A ordinary shares were issued and outstanding (such number

does not include 50,973,835 Accenture Class A ordinary shares held by subsidiaries of Accenture), and

81,413,071 Class X ordinary shares were issued and outstanding, each with a par value of US$0.0000225.

There are no ordinary shares of €1.00 or undesignated shares of US$0.0000225 in issue.

Any Shares offered under the SIP and/or the ESPP that are not currently issued, will be issued pursuant to

the resolutions of the Board of Accenture dated 10 June 2009 and 19 August 2009.

RISK FACTORS

The following is a summary of the known material risks and uncertainties facing Accenture. Additional

information regarding these is set out below in this prospectus, and you should carefully consider these and

the other information set out in this prospectus, as those factors could materially affect Accenture's

business, financial condition or future results.

• Accenture's results of operations could be adversely affected by economic and political conditions

and the effects of these conditions on Accenture's clients' businesses and levels of business activity.

• Accenture's results of operations could be negatively affected if Accenture cannot expand and

develop Accenture 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 work with government clients exposes Accenture to additional risks inherent in the

government contracting environment.

4

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

services.

• Accenture's results of operations could be adversely affected if Accenture's clients terminate their

contracts with Accenture.

• Outsourcing services are a significant part of Accenture's business and subject Accenture to

operational and financial risk.

• 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 Accenture's clients.

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

• Accenture's profitability could suffer if Accenture is not able to maintain a favourable utilisation rate.

• Accenture's business could be negatively affected if Accenture incurs legal liability in connection with

providing Accenture's solutions and services.

• If Accenture's pricing structures do not accurately anticipate the cost and complexity of performing

Accenture's work, then Accenture's contracts could be unprofitable.

• Many of Accenture's contracts utilise performance pricing that links some of Accenture's 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

Accenture's control.

• Accenture's operating results may be adversely affected by fluctuations in foreign currency

exchange rates.

• International hostilities, terrorist activities, natural disasters, pandemics and infrastructure disruptions

could prevent Accenture from effectively serving Accenture's clients and thus adversely affect

Accenture's operating results.

• Accenture could incur liability or Accenture's reputation could be damaged if Accenture's provision of

services and solutions to Accenture's clients contributes to Accenture's clients' internal control

deficiencies.

• Accenture's global operations expose Accenture to numerous and sometimes conflicting legal and

regulatory requirements, and violation of these regulations could harm Accenture's business.

• Accenture could have liability or Accenture's reputation could be damaged if Accenture does not

protect client data or information systems or if Accenture's information systems are breached.

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

• If Accenture is unable to keep Accenture's supply of skills and resources in balance with client

demand, Accenture's business and financial results may be adversely affected.

• Accenture could be subject to liabilities if Accenture's subcontractors or the third parties with whom

Accenture partners cannot deliver their project contributions on time or at all.

• If Accenture is unable to collect Accenture's receivables or unbilled services, its results of operations

and cash flows could be adversely affected.

• Accenture's services or solutions could infringe upon the intellectual property rights of others or

Accenture might lose its ability to utilise the intellectual property of others.

5

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

success.

• Legislative or regulatory action could materially and adversely affect Accenture.

• Accenture may be subject to criticism and negative publicity related to Accenture's incorporation in

Ireland

• If Accenture is unable to manage the organisational challenges associated with its size, Accenture

might be unable to achieve Accenture's business objectives.

• Accenture may not be successful at identifying, acquiring or integrating other businesses or

technologies.

• Consolidation in the industries that Accenture serves could adversely affect Accenture's business.

• Accenture's ability to attract and retain business may depend on its reputation in the marketplace.

• 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.

• Accenture is incorporated in Ireland 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.

• Irish 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 favourable terms or at all. If Accenture

raise equity capital, it may dilute Accenture's shareholders' ownership interest in Accenture.

Further descriptions of these risks are included on pages 18 to 32 of Accenture's Annual Report filed with

the SEC on Form 10-K (attached as Schedule 7), and set out in Section 1 of this prospectus.

Additional risks and uncertainties not currently known to Accenture or that Accenture currently deem to be

immaterial also may materially adversely affect Accenture's business, financial condition and/or operating

results.

RECENT DEVELOPMENTS

On 30 September 2009, the Board of Directors of Accenture declared a cash dividend of $0.75 per share

on Accenture Class A ordinary shares for shareholders of record at the close of business on 16 October

2009, and Accenture SCA will declare a cash dividend of $0.75 per share on Accenture SCA Class I

common shares for shareholders of record at the close of business on 13 October 2009. Both dividends

were paid on 16 November 2009.

Future dividends on Accenture plc Class A ordinary shares, if any, will be at the discretion of the Board of

Directors of Accenture 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 of

Directors of Accenture may deem relevant, as well as Accenture's ability to pay dividends in compliance

with the Companies Acts.

6

SIGNIFICANT CHANGE

On 30 September 2009, the Board of Directors of Accenture approved $4.0 billion in additional share

repurchase authority bringing Accenture's total outstanding authority to approximately $4.9 billion.

Since 30 November 2009, being the end of the last period for which its interim period financial information

has been published, and other than as noted immediately above, there has been no change in the financial

or trading position of Accenture.

DOCUMENTS ON DISPLAY

Copies of the following documents may be inspected at http://investor.accenture.com for the life of this

prospectus:

(a) the Memorandum of Association and Articles of Association of Accenture can be accessed by

clicking on the "Governance Principles" link under the "Corporate Governance/Code of

Business Ethics" link; and

(b) the historical financial information of Accenture and its subsidiary undertakings for each of the

two financial years preceding the publication of the prospectus including: Accenture's

Quarterly Report on Form 10-Q for the Fiscal Quarter Ended 30 November 2009; Accenture's

Annual Report on Form 10-K for the Fiscal Year Ended 31 August 2009 and Accenture Ltd's

Annual Report on Form 10-K for the Fiscal Year Ended 31 August 2008 can be accessed by

clicking on the "Financial Information & SEC Filings" link.

http://investor.accenture.com/

7

FINANCIAL INFORMATION CONCERNING ACCENTURE LTD

FINANCIAL INFORMATION CONCERNING ACCENTURE LTD FOR THE THREE FISCAL YEARS

ENDED 31 AUGUST 2009, 31 AUGUST 2008, AND 31 AUGUST 2007

The consolidated financial statements of Accenture Ltd set out in this prospectus have been prepared in

accordance with generally accepted accounting principles in the United States of America (U.S. GAAP).

Accenture Ltd's consolidated accounts were audited by KPMG LLP on a global basis and KPMG LLP are

the current auditors of Accenture.

The following selected financial data of Accenture Ltd is extracted without material adjustment from the

historical consolidated financial statements, except for the amount indicated for fiscal year 2009

Shareholders' equity, which has been extracted from Form 10-Q for the fiscal period ended 30 November

2009 and retroactively adjusted as of 1 September 2009 upon adoption of US Financial Accounting

Standards Board guidance, and should be read in conjunction with the consolidated financial statements

and the notes included therein.

For the consolidated balance sheets and related notes of Accenture Ltd and subsidiaries as of 31 August

2009 and 2008, the report of the independent registered public accounting firm with respect to each of (i)

Accenture Ltd's consolidated balance sheets as of 31 August 2009 and 2008 and (ii) the related

consolidated statements of income, cash flows and shareholders' equity and comprehensive income for

each of the years in the three-year period ended 31 August 2009 as well as the report of the independent

registered public accounting firm with respect to each of those three year consolidated statements, the

reader's attention is directed to the Annual Report on Form 10-K of Accenture for the fiscal year ended 31

August 2009, filed with the SEC on 19 October 2009, and attached hereto as Schedule 7.

Accenture Ltd's consolidated balance sheet and related notes as of 31 August 2008 and 2007, and the

report of the independent registered public accounting firm with respect to each of (i) Accenture Ltd's

consolidated balance sheets as of 31 August 2008 and 2007, and (ii) the related consolidated statements

of income, shareholders' equity and comprehensive income and cash flows for each of the years in the

three-year period ended 31 August 2008 as well as the report of the independent registered public

accounting firm with respect to each of those three year consolidated statements, included in Accenture

Ltd's Annual Report (Form 10-K) for the year ended 31 August 2008, filed with the SEC on 20 October

2008, are attached hereto as Schedule 4.

Year Ended 31 August

2009 2008 2007

(in USD millions)

Extracts from Income Statement Data:

Revenues before reimbursements 21,577 23,387 19,696

Revenues 23,171 25,314 21,453

Operating Income 2,644 3,012 2,493

Income before minority interest 1,938 2,197 1,723

Net income 1,590 1,692 1,243

Year Ended 31 August

2009 2008 2007

(in USD)

Earnings Per Class A Common Share:

Basic 2.55 2.77 2.06

Diluted 2.44 2.65 1.97

Dividends per common share 0.50 0.42 0.35

As of 31 August

2009 2008 2007

(in USD millions)

Balance Sheet Data:

Cash and cash equivalents 4,542 3,603 3,314

Total assets 12,256 12,399 10,747

Long-term debt, net of current portion - 2 3

Shareholders' equity 2,835 2,541 2,063

8

STATEMENT OF CAPITALISATION AND INDEBTEDNESS AS OF 30 NOVEMBER 2009

Capitalisation and Indebtedness (in thousands of USD)

Total Current debt

Guaranteed

Secured

Unguaranteed / Unsecured $1,734

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

Guaranteed

Secured

Unguaranteed / Unsecured $855

Shareholders' equity

Share capital $848,519

Legal reserve

Other reserves

Total $848,519

Net Indebtedness (in thousands of USD)

A. Cash and B. Cash equivalents $4,000,063

C. Short-term investments $5,056

D. Liquidity (A) + (B) + (C) $4,005,119

E. Current Financial Receivable

F. Current bank debt

G. Current portion of non current debt $1,734

H. Other current financial debt

I. Current Financial Debt (F) + (G) + (H) $1,734

J. Net Current Financial Indebtedness (I) - (E) - (D) $(4,003,385)

K. Non-current bank loans

L. Bonds issued

M. Other non-current loans $855

N. Non-current Financial Indebtedness (K) + (L) + (M) $855

O. Net Financial Indebtedness (J) + (N) $(4,002,530)

For information relating to Accenture's indirect and contingent indebtedness, see page 13 (Note 9

Commitments and Contingencies) of Accenture's Quarterly Report on Form 10-Q for the fiscal period

ended 30 November 2009, filed with the SEC on 18 December 2009, attached hereto as Schedule 9.

9

MAXIMUM DILUTION

Based on the assumptions set forth in Section 2.3.2 of this prospectus, the holdings of a holder of Shares

currently holding 1% of the total outstanding Shares as of 11 December 2009 (i.e., 6,324,102 Shares),

who is not a Participating Employee or a VEIP Participant, would be diluted as indicated in the following

table:

Percentage of total

outstanding Shares

Total number of

outstanding Shares

Before the offering (as of 11 December

2009)

1.00% 6,324,102

After issuance of 8,412,185 Shares

solely under the ESPP

0.99% 640,822,353

After issuance of 6,242,860 Shares

solely under the VEIP

0.99% 638,653,028

After issuance of 14,655,045 Shares

under both the ESPP and VEIP

0.98% 647,065,213

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

10

PART 2

1 RISK FACTORS

In addition to the other information set forth in this prospectus, you should carefully consider the following

factors which could materially affect Accenture's business, financial condition or future results.

Additional risks and uncertainties not currently known to Accenture or that Accenture currently deems to be

immaterial may also materially adversely affect Accenture's business, financial condition and/or operating

results.

Accenture's results of operations could be adversely affected by economic and political conditions

and the effects of these conditions on Accenture's clients' businesses and levels of business

activity.

Global economic and political conditions affect Accenture's clients' businesses and the markets they serve.

The global economic downturn in fiscal 2009 has reduced, and may further reduce, demand for Accenture's

services and has also caused clients to request additional price concessions, which could have a material

adverse effect on Accenture's results of operations. If current global economic conditions continue or

worsen, or if economic contraction continues in the industries or geographies where Accenture operates,

Accenture's business could be adversely affected by Accenture's clients' financial condition and the levels

of business activity in the industries Accenture serve. Changes in global economic conditions could also

shift demand to services for which Accenture does not have competitive advantages, and this could

negatively affect the amount of business that Accenture is able to obtain. Negative or uncertain political

climates in countries or geographies where Accenture operates could also adversely affect Accenture. In

addition, if Accenture is unable to successfully anticipate changing economic and political conditions,

Accenture may be unable to effectively plan for or respond to those changes, and Accenture's business

could be negatively affected.

Accenture's results of operations could be negatively affected if Accenture cannot expand and

develop Accenture services and solutions in response to changes in technology and client

demand.

Accenture's success depends on Accenture's ability to develop and implement consulting, systems

integration and technology, and outsourcing services and solutions that anticipate and respond to rapid and

continuing changes in technology, industry developments and client needs. Accenture may not be

successful in anticipating or responding to these developments on a timely basis, and Accenture's offerings

may not be successful in the marketplace. Implementing new services or solutions for Accenture's clients

may entail more risk than supplying existing offerings. Also, services, solutions and technologies offered by

current or future competitors may make Accenture's service or solution offerings uncompetitive or obsolete.

Any one of these circumstances could have a material adverse effect on Accenture's ability to obtain or

successfully deliver client work.

The consulting, systems integration and technology, and outsourcing markets are highly

competitive, and Accenture might not be able to compete effectively.

The consulting, systems integration and technology, and outsourcing markets are highly competitive.

Accenture competes with a variety of companies, including:

• Off-shore service providers in lower-cost locations, particularly Indian providers, that offer services

similar to those Accenture offers, often at highly competitive prices;

• Large multinational providers, including the services arms of large global technology providers,

that offer some or all of the services that Accenture does;

• Niche solution or service providers that compete with Accenture 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-emphasising 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 Accenture provides.

11

Some of Accenture's competitors may have greater financial, marketing or other resources than Accenture

does and, therefore, may be better able to compete for new work and skilled professionals. Additionally,

some of Accenture's competitors, particularly those located in regions with lower costs of doing business,

may be able to provide services and solutions at lower cost or on terms more attractive to clients than

Accenture can, particularly in the outsourcing and systems integration markets. There is a risk that

increased competition could put downward pressure on the prices Accenture can charge for Accenture's

services and on Accenture's operating margins. Similarly, if Accenture's competitors develop and

implement methodologies that yield greater efficiency and productivity, they may be able to offer services

similar to Accenture's at lower prices without adversely affecting their profit margins. Even if Accenture has

potential offerings that address marketplace or client needs, Accenture's competitors may be more

successful at selling similar services they offer, including to companies that are Accenture clients. If

Accenture is unable to provide its clients with superior services and solutions at competitive prices,

Accenture's results of operations may suffer.

In addition, Accenture may face greater competition from companies that have increased in size or scope

as the result of strategic mergers or acquisitions. These transactions may include consolidation activity

among hardware manufacturers, software developers and vendors, and service providers. The result of this

vertical integration may be greater convergence of products and services that were once offered separately

by independent vendors. Accenture's access to such products and services may be reduced as a result of

this industry trend, which could adversely affect Accenture's competitive position.

Accenture's work with government clients exposes Accenture to additional risks inherent in the

government contracting environment

Accenture's clients include national, provincial, state and local governmental entities. Accenture's

government work carries various risks inherent 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 and executed as multi-year projects, the government entities usually reserve the

right to change the scope of or terminate these projects for lack of approved funding and at their

convenience. Changes in government or political developments, including budget deficits or

shortfalls, could result in Accenture's projects being reduced in scope or terminated altogether.

• Government entities, including the Defense Contract Audit Agency in the United States,

periodically audit Accenture's contract costs, including allocated indirect costs, and conduct system

reviews, investigations and other inquires of Accenture's business practices with respect to

Accenture's government contracts. If the government auditors find that the costs are not

reimbursable, then Accenture will not be allowed to bill for them, or the cost must be refunded to

the client if it has already been paid to Accenture. Findings from an audit also may result in

Accenture being required to prospectively adjust previously agreed rates for Accenture's work,

may affect Accenture's future margins or may prevent Accenture, by operation of law or in practice,

from receiving new government contracts for some period of time.

• If a government client discovers improper or illegal activities in the course of audits or

investigations, Accenture may become subject 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 of that government. The inherent limitations of internal controls may not prevent or detect

all improper or illegal activities, regardless of their adequacy. An allegation of improper activity,

even if not proven, could result in adverse publicity and damage to Accenture's reputation and

business.

• U.S. government contracting regulations impose strict compliance and disclosure obligations.

Disclosure is required if certain company personnel have knowledge of "credible evidence" of a

violation of federal criminal laws involving fraud, conflict of interest, bribery or improper gratuity, a

violation of the civil False Claims Act or receipt of a significant overpayment from the government.

Failure to make required disclosures could be a basis for suspension and/or debarment from

federal government contracting in addition to breach of the specific contract and could also impact

contracting beyond the U.S. federal level. Reported matters also could lead to audits or

investigations and other civil, criminal or administrative sanctions.

12

• Government contracts, and the proceedings surrounding them, are often subject to more extensive

scrutiny and publicity than contracts with commercial clients. Negative publicity related to

Accenture's government contracts, regardless of its accuracy, may further damage Accenture's

business by affecting Accenture's ability to compete for new contracts.

• Political and economic factors such as pending elections, the outcome of recent elections,

changes in leadership among key executive or legislative decision makers, revisions to

governmental tax or other policies and reduced tax revenues can affect the number and terms of

new government contracts signed or the speed at which new contracts are signed.

• Terms and conditions of government contracts tend to be more onerous and are often more

difficult to negotiate than those for commercial contracts.

The occurrences or conditions described above could affect not only Accenture's business with the

particular government entities involved, but also Accenture's business with other entities of the same or

other governmental bodies. Additionally, because of their visibility and political nature, government projects

may present a heightened risk to Accenture's reputation. Either of these could have a material adverse

effect on Accenture's business or Accenture's results of operations.

Accenture's business could be adversely affected if Accenture's clients are not satisfied with its

services.

Accenture's business model depends in large part on Accenture's ability to attract additional work from

Accenture's base of existing clients, including a significant amount procured on a sole-source basis.

Accenture's business model also depends on relationships Accenture's senior executives develop with

Accenture's clients so that Accenture can understand Accenture's clients' needs and deliver solutions and

services that are tailored to those needs. If a client is not satisfied with the quality of work performed by

Accenture, a subcontractor or other third parties who provide services or products for a specific project, or

with the type of services or solutions delivered, then Accenture could incur additional costs to address the

situation, the profitability of that work might be impaired, and the client's dissatisfaction with Accenture's

services could damage Accenture's ability to obtain additional work from that client. In particular, clients

that are not satisfied might seek to terminate existing contracts prior to their scheduled expiration date and

could direct future business to Accenture's competitors. In addition, negative publicity related to

Accenture's client services or relationships, regardless of its accuracy, may further damage Accenture's

business by affecting Accenture's ability to compete for new contracts with current and prospective clients.

Accenture's results of operations could be adversely affected if Accenture's clients terminate their

contracts with Accenture.

Many of Accenture's clients typically retain Accenture on a non-exclusive, project-by-project basis.

Although Accenture does not centrally track the termination provisions of Accenture's consulting contracts,

Accenture estimates that the majority of Accenture's contracts can be terminated by Accenture's clients

with short notice. Many of Accenture's consulting contracts are less than 12 months in duration, and these

shorter-duration contracts typically permit a client to terminate the agreement with as little as 30 days

notice and without significant cost. Longer-term, larger and more complex contracts, such as the majority of

Accenture's outsourcing contracts, generally require a longer notice period for termination and often include

an early termination charge to be paid to Accenture, but this charge might not be sufficient to cover

Accenture's costs or make up for anticipated profits lost upon termination of the contract. Additionally, large

client projects often involve multiple contracts or stages, and a client could choose not to retain Accenture

for additional stages of a project, try to renegotiate the terms of its contract or cancel or delay additional

planned work.

Terminations, cancellations or delays could result from factors that are beyond Accenture's control and

unrelated to Accenture's work product or the progress of the project, including the business or financial

conditions of the client, changes in ownership or management at Accenture's clients, changes in client

strategies or the economy or markets generally. When contracts are terminated, Accenture loses the

anticipated revenues and might not be able to replace the lost revenue with other work or eliminate

associated costs in a timely manner. There is a risk Accenture could experience a significant number of

terminations. Consequently, Accenture's revenues and/or profit margins in subsequent periods could be

lower than expected.

Outsourcing services are a significant part of Accenture's business and subject Accenture to

operational and financial risk.

13

Accenture earned approximately 42% of its net revenues in fiscal 2009 from its outsourcing services. This

portion of Accenture's business presents potential operational and financial risks that are different from

those of Accenture's consulting and systems integration services. Accenture's outsourcing services involve

taking over the operation of certain portions of Accenture's clients businesses. In some cases, Accenture

may deliver those services using client personnel and third-party contracts that are transferred to

Accenture. Occasionally, however, Accenture assumes responsibility for delivering its services using client

personnel or client subcontractors who are not transferred to Accenture, and Accenture therefore has less

ability to fully control their work and efforts. In addition, Accenture could incur liability for failure to comply

with laws or regulations related to the portions of Accenture's clients' businesses that are transferred to

Accenture.

This type of work also presents financial risks to Accenture. Outsourcing contracts typically have longer

terms than consulting contracts and generally have lower gross margins than consulting contracts,

particularly during the first year of the contract. This could exert downward pressure on Accenture's overall

gross margins, particularly during the early stages of new outsourcing contracts, which might not be offset

by improved performance on contracts in Accenture's portfolio that Accenture has been operating for a

longer time. Furthermore, Accenture faces considerable competition for outsourcing work and Accenture's

clients are increasingly using intensive contracting processes and aggressive contracting techniques and

terms, sometimes assisted by third-party advisors.

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 Accenture's clients.

Accenture's business depends in part upon continued growth in the use of technology in business by its

clients and prospective clients and their customers and suppliers. In challenging economic environments,

Accenture's clients may reduce or defer their spending on new technologies in order to focus on other

priorities. At the same time, many companies have already invested substantial resources in their current

means of conducting commerce and exchanging information, and they may be reluctant or slow to adopt

new approaches that could disrupt existing personnel, processes and infrastructures. If the growth of use of

technology in business or Accenture's clients' spending on technology in business declines or if

Accenture's clients or potential clients do not embrace new technology solutions, Accenture's results of

operations could be adversely affected.

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

Accenture's profit margin, and therefore Accenture's profitability, is dependent on the rates Accenture is

able to charge for Accenture's services. If Accenture is not able to maintain favourable pricing for its

services, Accenture's profit margin and its profitability could suffer. The rates Accenture is able to charge

for Accenture's services are affected by a number of factors, including:

• Accenture's clients' perceptions of Accenture's ability to add value through Accenture's services;

• competition;

• Accenture's clients' desire to reduce their costs;

• introduction of new services or products by Accenture or its competitors;

• Accenture's competitors' pricing policies;

• Accenture's ability to charge higher prices where market demand or the value of Accenture's

services justifies it;

• Accenture's ability to accurately estimate, attain and sustain contract revenues, margins and cash

flows over long contract periods;

• procurement practices of clients and their use of third-party advisors;

• aggressive use by Accenture's competitors of off-shore resources to provide lower-cost service

delivery capabilities; and

• general economic and political conditions.

Accenture's profitability could suffer if Accenture is not able to maintain a favourable utilisation

rate.

14

The cost of providing Accenture's services, including the utilisation rate of Accenture's professionals,

affects Accenture's profitability. Accenture's utilisation rate is affected by a number of factors, including:

• Accenture's ability to transition employees from completed projects to new assignments and to hire

and assimilate new employees;

• Accenture's ability to forecast demand for Accenture's services and thereby maintain headcount in

each of Accenture's geographies and workforces that is effectively aligned with demand;

• Accenture's ability to manage attrition; and

• Accenture's need to devote time and resources to training, business development and other non-

chargeable activities.

If Accenture's utilisation rate is too high, it could have an adverse effect on employee engagement and

attrition. If Accenture's utilisation rate is too low, Accenture's profit margin and profitability could suffer.

Accenture's business could be negatively affected if Accenture incurs legal liability in connection

with providing Accenture's solutions and services.

If Accenture fails to meet its contractual obligations, fails to disclose Accenture's financial or other

arrangements with Accenture's alliance partners or otherwise breaches obligations to clients, or if

Accenture's subcontractors breach or dispute the terms of Accenture's agreements with them, Accenture

could be subject to legal liability. Accenture may enter into non-standard agreements because Accenture

perceive an important economic opportunity or because Accenture's personnel did not adequately adhere

to Accenture's guidelines. In addition, the contracting practices of Accenture's competitors may cause

contract terms and conditions that are unfavourable to Accenture to become new standards in the

marketplace. Accenture may find itself committed to providing services that Accenture is unable to deliver

or whose delivery will cause Accenture financial loss. If Accenture cannot or does not perform Accenture's

obligations, Accenture could face legal liability and its contracts might not always protect Accenture

adequately through limitations on the scope of Accenture's potential liability. If Accenture's cannot or does

not meet its contractual obligations to provide solutions and services, and if Accenture's exposure is not

adequately limited through the terms of Accenture's agreements, Accenture might face significant legal

liability and its business could be adversely affected.

If Accenture's pricing structures do not accurately anticipate the cost and complexity of performing

Accenture's work, then Accenture's contracts could be unprofitable.

Accenture negotiates pricing terms with Accenture's clients utilising a range of pricing structures.

Accenture's pricing is highly dependent on Accenture's internal forecasts and predictions about Accenture's

projects and the marketplace, which might be based on limited data and could turn out to be inaccurate. If

Accenture does not accurately estimate the costs and timing for completing projects, its contracts could

prove unprofitable for Accenture or yield lower profit margins than anticipated. This also applies to

outsourcing contracts, as many of these projects entail the coordination of operations and workforces in

multiple locations utilising workforces with different skillsets. Furthermore, on outsourcing work Accenture

occasionally hires employees from Accenture's clients and assume responsibility for one or more of

Accenture's clients' business processes. Accenture's pricing, cost and profit margin estimates on

outsourcing work frequently include anticipated long-term cost savings from transformational and other

initiatives that Accenture expects to achieve and sustain over the life of the outsourcing contract. There is a

risk that Accenture will underprice its contracts, fail to accurately estimate the costs of performing the work

or fail to accurately assess the risks associated with potential contracts. This could make these contracts

less profitable or unprofitable, which could have an adverse effect on Accenture's profit margin.

Many of Accenture's contracts utilise performance pricing that links some of Accenture's fees to

the attainment of various performance or business targets. This could increase the variability of

Accenture's revenues and margins.

Many of Accenture's contracts include performance clauses that require Accenture to achieve agreed-upon

performance standards or milestones. If Accenture fail to satisfy these measures, it could reduce

Accenture's fees under the contracts, increase the cost to Accenture of meeting performance standards or

milestones, delay expected payments or subject Accenture to potential damage claims under the contract

terms. Additionally, Accenture has a number of contracts, many of which are outsourcing contracts, in

which a portion of Accenture's fees or incentives depends on factors such as cost-savings, revenue

enhancement, benefits produced, business goals attained and adherence to schedule. These goals can be

15

complex and may depend in some measure on Accenture's clients' actual levels of business activity. These

provisions could increase the variability in revenues and margins earned on those contracts.

Accenture's alliance relationships may not be successful.

Accenture has alliances with companies whose capabilities complement Accenture's own. See the section

Business—Alliances on page 13 of the Form 10-K attached hereto as Schedule 7. As most of Accenture's

alliance relationships are non-exclusive, Accenture's alliance partners are not prohibited from forming

closer or preferred arrangements with Accenture's competitors. Loss of or limitations on Accenture's

relationships with them could adversely affect Accenture's financial condition and results of operations.

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

Accenture's control.

Accenture has offices and operations in 52 countries around the world and provide services to clients in

more than 120 countries. In fiscal 2009, approximately 44% of Accenture's net revenues were attributable

to the Americas region, 46% were attributable to the Europe, Middle East and Africa region ("EMEA"), and

10% were attributable to the Asia Pacific region. In addition, Accenture's Global Delivery Network

comprises local Accenture professionals working at client sites around the world as well as more than 50

delivery centers. If Accenture is unable to manage the risks of Accenture's global operations, including

fluctuations in foreign exchange and inflation rates, international hostilities, terrorism, natural disasters,

security breaches, failure to maintain compliance with Accenture's clients' control requirements and

multiple legal and regulatory systems, Accenture's results of operations could be adversely affected.

Accenture's operating results may be adversely affected by fluctuations in foreign currency

exchange rates.

Although Accenture reports Accenture's operating results in U.S. dollars, a majority of Accenture's net

revenues is denominated in currencies other than the U.S. dollar. Fluctuations in foreign currency

exchange rates can have a number of adverse effects on Accenture.

• Because Accenture's consolidated financial statements are presented in U.S. dollars, Accenture

must translate revenues, expenses and income, as well as assets and liabilities, into U.S. dollars

at exchange rates in effect during or at the end of each reporting period. Therefore, changes in the

value of the U.S. dollar against other currencies will affect Accenture's net revenues, operating

income and the value of balance-sheet items originally denominated in other currencies. Declines

in the value of other currencies against the U.S. dollar could cause Accenture's growth in

consolidated earnings stated in U.S. dollars to be lower than Accenture's growth in local currency

when compared against other periods. Conversely, increases in the value of other currencies

against the U.S. dollar could cause Accenture's growth in consolidated earnings stated in U.S.

dollars to be higher than Accenture's growth in local currency when compared against other

periods. There is no guarantee that Accenture's financial results will not be adversely affected by

currency exchange rate fluctuations.

• In some countries Accenture could be subject to strict restrictions on the movement of cash and

the exchange of foreign currencies, which could limit Accenture's ability to use this cash across

Accenture's global operations.

• As Accenture continues to leverage Accenture's global delivery model, more of Accenture's

expenses are incurred in currencies other than those in which Accenture bill for the related

services. An increase in the value of certain currencies, such as the Indian rupee, against the U.S.

dollar could increase costs for delivery of services at off-shore sites by increasing labour and other

costs that are denominated in local currency, and there can be no assurance that Accenture's

contractual provisions or its currency hedging activities would offset this impact. This could result

in a decrease in the profitability of Accenture's contracts that are utilising delivery center resources.

International hostilities, terrorist activities, natural disasters, pandemics and infrastructure

disruptions could prevent Accenture from effectively serving Accenture's clients and thus

adversely affect Accenture's operating results.

Acts of terrorist violence, 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 negative impact on Accenture. These events could adversely affect Accenture's

clients' levels of business activity and precipitate sudden significant changes in regional and global

16

economic conditions and cycles. These events also pose significant risks to Accenture's people and to

physical facilities and operations around the world, whether the facilities are Accenture's or those of

Accenture's alliance partners or clients. By disrupting communications and travel and increasing the

difficulty of obtaining and retaining highly skilled and qualified personnel, these events could make it difficult

or impossible for Accenture to deliver services to Accenture's clients. Extended disruptions of electricity,

other public utilities or network services at Accenture's facilities, as well as system failures at, or security

breaches in, Accenture's facilities or systems, could also adversely affect Accenture's ability to serve

Accenture's clients. While Accenture plan and prepare to defend against each of these occurrences,

Accenture might be unable to protect Accenture's people, facilities and systems against all such

occurrences. Accenture generally does not have insurance for losses and interruptions caused by terrorist

attacks, conflicts and wars. If these disruptions prevent Accenture from effectively serving Accenture's

clients, Accenture's operating results could be adversely affected.

Accenture could incur liability or Accenture's reputation could be damaged if Accenture's provision

of services and solutions to Accenture's clients contributes to Accenture's clients' internal control

deficiencies.

Accenture's clients may request that Accenture provide an audit of control activities Accenture perform for

them when Accenture host or process data belonging to them. Accenture's ability to acquire new clients

and retain existing clients may be adversely affected and Accenture's reputation could be harmed if

Accenture receive a qualified opinion, or if Accenture cannot obtain an unqualified opinion in a timely

manner. Additionally, Accenture could incur liability if a process Accenture manages for a client were to

result in internal controls failures or impair Accenture's client's ability to comply with its own internal control

requirements.

Accenture's global operations expose Accenture to numerous and sometimes conflicting legal and

regulatory requirements, and violation of these regulations could harm Accenture's business.

Accenture is subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as

import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government

affairs, immigration, internal and disclosure control obligations, securities regulation, anti-competition, data

privacy and labour relations. Violations of these regulations in the conduct of Accenture's business could

result in fines, criminal sanctions against Accenture or Accenture's officers, prohibitions on doing business

and damage to Accenture's reputation. Violations of these regulations in connection with the performance

of Accenture's obligations to Accenture's clients also could result in liability for monetary damages, fines

and/or criminal prosecution, unfavourable publicity and other reputational damage, restrictions on

Accenture's ability to process information and allegations by Accenture's clients that Accenture have not

performed Accenture's contractual obligations. Due to the varying degrees of development of the legal

systems of the countries in which Accenture operates, local laws might be insufficient to protect

Accenture's rights.

Legislation related to certain non-U.S. corporations has been enacted in various jurisdictions in the United

States, none of which adversely affects Accenture. However, additional legislative proposals remain under

consideration which, if enacted, could limit or even prohibit Accenture's eligibility to be awarded state or

federal government contracts in the United States in the future. Changes in laws and regulations applicable

to foreign corporations could also mandate significant and costly changes to the way Accenture implement

Accenture's services and solutions, such as preventing Accenture from using off-shore resources to

provide Accenture's services, or could impose additional taxes on the provision of Accenture's services and

solutions. These changes could threaten Accenture's ability to continue to serve certain markets.

In many parts of the world, including countries in which Accenture operates, practices in the local business

community might not conform to international business standards and could violate anticorruption laws or

regulations, including the U.S. Foreign Corrupt Practices Act. Although Accenture has policies and

procedures in place that are designed to promote legal and regulatory compliance, Accenture's employees,

subcontractors and agents could take actions that violate these policies or procedures or applicable

anticorruption laws or regulations. Violations of these laws or regulations could subject Accenture to

criminal or civil enforcement actions, including fines and suspension or disqualification from U.S. federal

contracting, any of which could have a material adverse effect on Accenture's business.

17

Accenture could have liability or Accenture's reputation could be damaged if Accenture does not

protect client data or information systems or if Accenture's information systems are breached.

Accenture is dependent on information technology networks and systems to process, transmit and store

electronic information and to communicate among Accenture's locations around the world and with

Accenture's alliance partners and clients. Security breaches of this infrastructure could lead to shutdowns

or disruptions of Accenture's systems and potential unauthorised disclosure of confidential information.

Accenture is also required at times to manage, utilise and store sensitive or confidential client or employee

data. As a result, Accenture is subject to numerous U.S. and foreign jurisdiction laws and regulations

designed to protect this information, such as the European Union Directive on Data Protection and various

U.S. federal and state laws governing the protection of health or other individually identifiable information. If

any person, including any of Accenture's employees, negligently disregards or intentionally breaches

Accenture's established controls with respect to such data or otherwise mismanages or misappropriates

that data, Accenture could be subject to monetary damages, fines and/or criminal prosecution.

Unauthorised disclosure of sensitive or confidential client or employee data, whether through systems

failure, employee negligence, fraud or misappropriation, could damage Accenture's reputation and cause

Accenture to lose clients. Similarly, unauthorised access to or through Accenture's information systems or

those Accenture develop for Accenture's clients, whether by Accenture's employees or third parties, could

result in negative publicity, legal liability and damage to Accenture's reputation.

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

Accenture's ability to control Accenture's costs and improve Accenture's efficiency affects Accenture's

profitability. In an environment of continuing pricing pressure, Accenture may be forced to permanently

adjust Accenture's pricing policies and delivery capabilities, and Accenture's profitability may be impaired if

Accenture cannot sustain or improve Accenture's cost management efforts. Accenture's short-term cost

reduction initiatives, which focus primarily on reducing variable costs, might not be sufficient to deal with all

pressures on Accenture's pricing. Accenture's long-term cost-reduction initiatives, which focus on global

reductions in costs for service delivery and infrastructure, rely upon Accenture's successful introduction and

coordination of multiple geographic and skill-based workforces and a growing number of geographically

distributed delivery centers. If Accenture is unable to control its costs or improve its efficiency, Accenture's

profitability could be negatively affected.

If Accenture is unable to keep Accenture's supply of skills and resources in balance with client

demand, Accenture's business and financial results may be adversely affected.

Accenture's success is dependent, in large part, on its ability to keep its supply of skills and resources in

balance with client demand. Accenture must hire, retain and motivate appropriate numbers of talented

people with diverse skills in order to serve clients and grow Accenture's business. Accenture is particularly

dependent on retaining its senior executives and other experienced managers with the skill sets required

by Accenture's business, and if Accenture's is unable to do so, its ability to develop new business and

effectively lead Accenture's current projects could be jeopardised. Similarly, the profitability of Accenture's

business model depends on Accenture's ability to effectively utilise personnel with the right mix of skills and

experience to support Accenture's projects. The processes and costs associated with recruiting, training

and retaining employees place significant demands on Accenture's resources.

There is a risk that at certain points in lime and in certain geographical regions, Accenture will find it difficult

to hire and retain a sufficient number of employees with the skills or backgrounds Accenture requires. In

these cases, Accenture might need to redeploy existing personnel or increase Accenture's reliance on

subcontractors to fill certain of Accenture's labour needs. Additionally, if demand were to escalate at a high

rate, Accenture may need to adjust its compensation practices, which could put upward pressure on

Accenture's costs and adversely affect Accenture's profit margins. At other times, however, Accenture may

have more personnel than Accenture need in certain skill sets or geographies. In these situations,

Accenture must evaluate voluntary attrition and use increased involuntary terminations and reduced levels

of new hiring as means to keep Accenture's supply of skills and resources in balance with client demand.

Accenture's profits and ability to compete for and manage client engagements could be adversely affected

if Accenture cannot manage employee hiring, attrition and severance to achieve an efficient workforce

structure.

18

Accenture could be subject to liabilities if Accenture's subcontractors or the third parties with

whom Accenture partners cannot deliver their project contributions on time or at all.

Large and complex arrangements often require that Accenture utilises subcontractors or that its services

and solutions incorporate or coordinate with the software, systems or infrastructure requirements of other

vendors and service providers. Accenture's ability to serve Accenture's clients and deliver and implement

Accenture's solutions in a timely manner depends on the ability of these subcontractors, vendors and

service providers to deliver their products and services in a timely manner and in accordance with project

requirements, as well as on Accenture's effective oversight of their performance. In addition, certain client

work requires the use of unique and complex structures and alliances, some of which require Accenture to

assume responsibility for the performance of third parties whom Accenture does not control. Any of these

factors could adversely affect Accenture's ability to perform and subject Accenture to additional liabilities,

which could have a material adverse effect on Accenture's business, revenues, profitability or cash flow.

If Accenture is unable to collect Accenture's receivables or unbilled services, its results of

operations and cash flows could be adversely affected.

Accenture's business depends on Accenture's ability to successfully obtain payment from Accenture's

clients of the amounts they owe Accenture for work performed. Accenture evaluates the financial condition

of its clients and usually bill and collect on relatively short cycles. In limited circumstances, Accenture also

extend financing to its clients. Accenture maintains allowances against receivables and unbilled services.

Actual losses on client balances could differ from those that Accenture currently anticipates and as a result

Accenture might need to adjust its allowances. There is no guarantee that Accenture will accurately assess

the creditworthiness of its clients. Macroeconomic conditions could also result in financial difficulties for

Accenture's clients, and as a result could cause clients to delay payments to Accenture, request

modifications to their payment arrangements that could increase Accenture's receivables balance, or

default on their payment obligations to Accenture. Recovery of client financing and timely collection of client

balances also depend on Accenture's ability to complete Accenture's contractual commitments and bill and

collect Accenture's contracted revenues. If Accenture is unable to meet Accenture's contractual

requirements, Accenture might experience delays in collection of and/or be unable to collect Accenture's

client balances, and if this occurs, Accenture's results of operations and cash flows could be adversely

affected. In addition, if Accenture experiences an increase in the time to bill and collect for Accenture's

services, its cash flows could be adversely affected.

Accenture's services or solutions could infringe upon the intellectual property rights of others or

Accenture might lose its ability to utilise the intellectual property of others.

Accenture cannot be sure that its services and solutions, or the solutions of others that Accenture offer to

its clients, do not infringe on the intellectual property rights of third parties, and Accenture could have

infringement claims asserted against it or against its clients. These claims could harm Accenture's

reputation, cost Accenture money and prevent Accenture from offering some services or solutions. In a

number of Accenture's contracts, Accenture agrees to indemnify Accenture's clients for expenses or

liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some

instances, the amount of these indemnities could be greater than the revenues Accenture receive from the

client. Any claims or litigation in this area, whether Accenture ultimately wins or loses, could be time-

consuming and costly, injure Accenture's reputation or require Accenture to enter into royalty or licensing

arrangements. Accenture might not be able to enter into these royalty or licensing arrangements on

acceptable terms. If a claim of infringement were successful against Accenture or its clients, an injunction

might be ordered against Accenture's client or Accenture's own services or operations, causing further

damages.

Accenture could lose its ability to utilise the intellectual property of others. Third-party suppliers of software,

hardware or other intellectual assets could be acquired or sued, and this could disrupt use of their products

or services by Accenture and Accenture's clients. If Accenture's ability to provide services and solutions to

Accenture's clients is impaired, its operating results could be adversely affected.

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

its success.

Accenture's success depends, in part, upon its ability to protect Accenture's proprietary methodologies and

other intellectual property. Existing laws of some countries in which Accenture provide services or solutions

might offer only limited protection of Accenture's intellectual property rights. Accenture rely upon a

combination of trade secrets, confidentiality policies, nondisclosure and other contractual arrangements,

19

and patent, copyright and trademark laws to protect Accenture's intellectual property rights. These laws are

subject to change at any time and could further restrict Accenture's ability to protect Accenture's

innovations. Further, the steps Accenture takes in this regard might not be adequate to prevent or deter

infringement or other misappropriation of Accenture's intellectual property, and Accenture might not be able

to detect unauthorised use of, or take appropriate and timely steps to enforce, Accenture's intellectual

property rights. Enforcing Accenture's rights might also require considerable time, money and oversight.

Depending on the circumstances, Accenture might need to grant a specific client greater rights in

intellectual property developed in connection with a contract than Accenture otherwise generally does. In

certain situations, Accenture might fo