Congratulations! This grant of equity you have received is a recognition of your exceptional contribution to Accenture and an opportunity to build your stake in our company’s success. I hope you will also consider this award as a challenge to continue to lead in the New by driving innovation—with our clients and our people—to make Accenture the most relevant and differentiated professional services company in the world. I appreciate your commitment and contribution to our business, and I look forward to our continued work together. All the best,

Pierre Nanterme Chairman & CEO

FY17 Accenture Leadership Performance Award Grant Agreement 

Contents: 

Memo from our CEO, Pierre Nanterme 

Standard Form of Accenture Leadership Performance Award RSU 

Agreement (Terms & Conditions) 

Appendix A: Data Protection Provision  Appendix B: Country‐specific Provisions  Amended and Restated 2010 Share Incentive Plan 

 

STANDARD FORM OF ACCENTURE LEADERSHIP PERFORMANCE EQUITY AWARD

RESTRICTED SHARE UNIT AGREEMENT (Fiscal 2017)

Terms and Conditions

This Agreement (as defined below) is between Accenture plc (the “Company” or “Accenture”) and the Participant.

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Company and its Affiliates (the “Constituent Companies”), the Participant has been, and will be, provided with access to Confidential Information;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant has been, and will be, provided with access to Trade Secrets in accordance with protocols and procedures that the Participant expressly acknowledges were appropriate to protect such Trade Secrets;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant may, directly or indirectly, solicit or assist in soliciting clients or prospective clients of the Company and its Affiliates;

WHEREAS, the Participant acknowledges and agrees that such Confidential Information, Trade Secrets, and client or prospective client relationships of the Constituent Companies, as well as investments by the Constituent Companies in the training, skills, capabilities, knowledge and experience of their employees are extremely valuable assets, and that the Constituent Companies have invested and will continue to invest substantial time, effort and expense to develop Confidential Information, Trade Secrets, client or prospective client relationships, and the training, skills, capabilities, knowledge and experience of their employees, and which the Constituent Companies have taken all reasonable steps to protect;

WHEREAS, the Participant acknowledges and agrees that the terms and conditions set forth in this Agreement are reasonable, fair, and necessary to protect the Constituent Companies’ legitimate business interests as described in the foregoing recital clauses; and

WHEREAS, the Participant acknowledges and agrees that the restricted share units (“RSUs”) granted pursuant to Section 1 are good and valuable consideration for, and conditioned upon, the Participant’s full compliance with the terms and conditions set forth in this Agreement, and that the Participant would forfeit such RSUs pursuant to Section 6 in the event the Participant were to engage in any of the activities defined in Section 6(c).

NOW, THEREFORE, for such good and valuable consideration, the Participant hereby covenants and agrees to the following terms and conditions, including, but not limited to, the provisions set forth in Sections 6(b) and 6(c), all of which the Participant acknowledges and agrees are reasonably designed to protect the legitimate business interests of the Constituent

Companies and which will not unreasonably affect the Participant’s professional opportunities following termination of Participant’s association with the Constituent Companies.

1. Grant of RSUs.

(a) The Company hereby grants the number of RSUs set forth in the Essential Grant Terms (as defined below) to the Participant set forth in the Essential Grant Terms, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement (as defined below). Each RSU represents the unfunded, unsecured right of the Participant to receive and retain a Share on the date(s) specified herein, subject to the conditions specified herein. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Plan.

(b) This grant of RSUs is subject to the Accenture Leadership Performance Equity Award Restricted Share Unit Agreement Essential Grant Terms (the “Essential Grant Terms”) displayed electronically on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com) and the Standard Form of Accenture Leadership Performance Equity Award Restricted Share Unit Agreement Terms and Conditions which together constitute the Accenture Leadership Performance Equity Award Restricted Share Unit Agreement (the “Agreement”).

2. Vesting Schedule.

(a) Subject to the Participant’s continued employment with any of the Constituent Companies, the RSUs shall vest pursuant to the vesting schedule set forth in the Essential Grant Terms (as modified by this Agreement) until such RSUs are one hundred percent (100%) vested. Upon the Participant’s termination of employment for any reason, any unvested RSUs shall immediately terminate, and no further Shares shall be issued or transferred under Section 3 of this Agreement in respect of such unvested RSUs; provided, however, that if (i) the Participant’s employment with the Constituent Companies terminates due to the Participant’s death or Disability, the RSUs granted hereunder shall vest with respect to one hundred percent (100%) of the RSUs held by the Participant on the date of such termination of employment, or (ii) the Participant’s employment with the Constituent Companies terminates due to an Involuntary Termination, a number of RSUs granted hereunder shall vest on the date of such Involuntary Termination equal to the total number of RSUs that would have otherwise vested within the twelve (12) month period immediately following such Involuntary Termination.

(b) For purposes of this Agreement:

(i) “Cause” shall have the meaning set forth in Section 3(c) below.

(ii) “Disability” shall have the meaning set forth in Section 3(b) below or, if applicable, Section 21(a) below.

(iii) “Involuntary Termination” shall mean termination of employment with the Constituent Companies (other than for “Cause”) which is not voluntary and which is acknowledged as being “involuntary” in writing by an authorized officer of the Company.

3. Form and Timing of Issuance or Transfer.

(a) In General.

(i) The Company shall issue or cause there to be transferred to the Participant that number of Shares as set forth in the Essential Grant Terms, until all of the Shares underlying the vested RSUs have been issued or transferred; provided that on each such delivery date, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished; provided further, that upon the issuance or transfer of Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share. At the discretion of the Company, the Company may issue or transfer Shares underlying vested RSUs to the Participant earlier than the dates set forth in the Essential Grant Terms to the extent required to satisfy tax liabilities arising in connection with this RSU grant. Notwithstanding the foregoing, if the conditions set forth in Section 21 of this Agreement are satisfied, Section 21 shall supersede the foregoing.

(ii) Notwithstanding Section 3(a)(i), if the Participant is resident or employed outside the United States, the Company, in its sole discretion, may provide for the settlement of the RSUs in the form of:

(A) a cash payment (in an amount equal to the Fair Market Value of the Shares that corresponds with the number of vested RSUs) to the extent that settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company or Constituent Company to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Participant, the Company or Constituent Company or (iv) is administratively burdensome; or

(B) Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

(b) Death or Disability. Notwithstanding Section 3(a) of this Agreement, if (i) the Participant’s employment with the Constituent Companies terminates due to the Participant’s death or Disability, the Company shall issue or cause to be transferred to the Participant or to his or her estate, as the case may be, a number of Shares equal to the aggregate number of RSUs granted to the Participant hereunder (rounded down to the next whole Share) as soon as

practicable following such termination of employment, at which time a number of RSUs equal to the number of Shares issued or transferred to the Participant or to his or her estate shall be extinguished or (ii) the Participant dies following an involuntary not for Cause termination of employment with the Constituent Companies, the Company shall issue or cause to be transferred to the Participant’s estate all previously vested but unreleased Shares, if any (rounded down to the next whole Share) as soon as practicable following receipt of satisfactory evidence of such Participant’s death; provided, however, that upon the issuance or transfer of Shares to the Participant or to his or her estate, in lieu of a fractional Share, the Participant or his or her estate, as the case may be, shall receive a cash payment equal to the Fair Market Value of such fractional Share.

For purposes of this Agreement, unless Section 21 applies, “Disability” shall mean “disability” as defined (i) in any employment agreement then in effect between the Participant and the Company or any Affiliate or (ii) if not defined therein, or if there shall be no such agreement, as defined in the long-term disability plan maintained by the Participant’s employer as in effect from time to time, or (iii) if there shall be no plan, the inability of the Participant to perform in all material respects his or her duties and responsibilities to the Constituent Companies for a period of six (6) consecutive months or for an aggregate period of nine (9) months in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity.

(c) Notwithstanding Sections 3(a) and 3(b) of this Agreement, upon the Participant’s termination of employment with the Constituent Companies for Cause or to the extent that the Participant otherwise takes such action that would constitute Cause, to the extent legally permissible, any outstanding RSUs shall immediately terminate. For purposes of this Agreement, “Cause” shall mean “cause” as defined in any employment or consultancy agreement (or similar agreement) or in any letter of appointment then in effect between the Participant and the Company or any Affiliate or if not defined therein (it being the intent that the definition of “Cause” shall include, at a minimum, the acts set forth below), or if there shall be no such agreement, to the extent legally permissible, (a) the Participant’s embezzlement, misappropriation of corporate funds, or other material acts of dishonesty, (b) the Participant’s commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor, (c) engagement in any activity that the Participant knows or should know could harm the business or reputation of the Company or an Affiliate, (d) the Participant’s material failure to adhere to the Company’s or an Affiliate’s corporate codes, policies or procedures as in effect from time to time, (e) the Participant’s continued and material failure to meet minimum performance standards as determined by the Company or an Affiliate, (f) the Participant’s violation of any statutory, contractual, or common law duty or obligation to the Company or an Affiliate, including, without limitation, the duty of loyalty, or (g) the Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or an Affiliate, including, without limitation, the covenants contained in this Agreement. The determination of the existence of Cause shall be made by the Company in good faith, which determination shall be conclusive for purposes of this Agreement.

4. Dividends. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the

number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (a) the aggregate number of RSUs held by the Participant through the related dividend record date, multiplied by (b) the number of Shares (including any fraction thereof) payable as a dividend on a Share. For the avoidance of doubt, any additional RSUs granted pursuant to this Section 4 shall be subject to the terms and conditions contained in this Agreement.

5. Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

6. Cancellation and Rescission of RSUs and Shares Underlying RSUs.

(a) Upon any transfer or issuance of Shares or cash underlying RSUs, the Participant shall certify in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of this Agreement and the Plan.

(b) In the event that (i) the Participant’s employment with any of the Constituent Companies is terminated for Cause, or (ii) the Participant engages in any of the activities defined in subsection (c) below, the Company may require the Participant, to the extent legally permitted, to transfer to the Company up to a number of Shares equal to the number of Shares that have been issued or transferred under this Agreement (as adjusted based on Sections 4 and 5 above) and without regard to whether the Participant continues to own or control such previously delivered Shares and the Participant shall bear all costs of transfer, including any transfer taxes that may be payable in connection with such transfer. Upon a showing satisfactory to the Company by Participant that the forfeiture provided for in this Section 6 exceeds the value of the actual benefits received by the Participant (as measured by the gross proceeds the Participant received upon the sale of the Shares), the forfeiture required under this Section 6 shall be limited to such actual benefit received by the Participant. Upon receiving a demand from the Company to transfer Shares to the Company pursuant to this subsection, the Participant shall effect the transfer of Shares to the Company by no later than ten (10) business days from the date of the Company’s demand. For the avoidance of doubt, if the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority) and engages in any of the activity set forth in subsection (c)(i), the Company may require the Participant, to the extent legally permitted, to transfer to the Company up to a number of Shares equal to the number of Shares that have been issued or transferred under this Agreement (as adjusted based on Sections 4 and 5 above), as well as a number of Shares that have been issued or transferred under any prior agreement between the Company and the Participant.

(c) In the event Participant engages in any of the activities defined in this subsection, Participant agrees to transfer Shares to the Company in accordance with any demand received from the Company for the transfer of Shares under subsection 6(b) above:

(i) if the Participant’s employment with any of the Constituent Companies terminates while the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority), the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with any of the Constituent Companies, in competition with any Restricted Business, associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) with any Competitive Enterprise or any of the affiliates, related entities, successors, or assigns of any Competitive Enterprise; provided, however, that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded, the Participant’s ownership as a passive investor of less than one percent (1%) of the outstanding publicly traded stock of a Competitive Enterprise shall not be deemed a violation of this subsection 6(c)(i);

(ii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly (A) solicit, or assist any other individual, person, firm or other entity in soliciting, any Restricted Client or Restricted Prospective Client for the purpose of performing or providing any Relevant Services; (B) perform or provide, or assist any other individual, person, firm or other entity in performing or providing, Relevant Services for any Restricted Client or Restricted Prospective Client; or (C) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or any Affiliates and a Restricted Client or Restricted Prospective Client;

(iii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly, solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee or other agent of the Company or an Affiliate, (A) with whom the Participant has had material dealings; (B) from whom, or as a result of contact with whom, the Participant has obtained Confidential Information or Trade Secrets; or (C) whom the Participant has supervised on a client or prospective client engagement, in the twenty-four months preceding the termination of the Participant’s employment with the Constituent Companies; or

(iv) the Participant shall not, unless the Participant has received the prior written consent of the Company or its Affiliates or is otherwise required by law, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disseminate, divulge, disclose, reveal, share, provide access to, reproduce, copy, distribute, publish, appropriate, or otherwise communicate any Confidential Information or Trade Secrets at any time following the termination of the Participant’s employment with the relevant Constituent Company. If the Participant is requested or required pursuant to any legal, governmental or investigatory proceeding or process or

otherwise, to disclose any Confidential Information or Trade Secrets, the Participant shall promptly notify the Company in writing so that the Company may seek a protective order or other appropriate remedy, or, if it chooses, waive compliance with the applicable provision of this Agreement. The Participant’s obligation of non-disclosure as set forth herein shall continue for so long as such item continues to constitute Confidential Information.

(d) In the event that (i) the Participant’s employment with any of the Constituent Companies is terminated for Cause, or (ii) the Participant engages in any of the activities defined in subsection (c) above, the Company’s remedy shall be limited to the recovery of Shares as set forth in subsection (b) above; provided, however, that nothing in this Agreement is intended to or should be interpreted as diminishing any rights and remedies that Affiliates may have, at law or equity, related to investments by the Constituent Companies in Confidential Information, Trade Secrets, clients and prospective client relationships, and the training, skills, capabilities, knowledge and experience of employees, including, but not limited to, any rights and remedies set forth in the Participant’s employment agreement, confidentiality agreement, intellectual property agreement, restrictive covenant agreement, or any other agreement entered into between the Participant and an Affiliate of the Company.

(e) For purposes of this Agreement:

(i) “Alliance Entity” shall mean any Legal Entity with whom the Company and/or any Affiliate has entered into an alliance agreement, joint venture agreement or any other legally binding go-to-market agreement, resale agreement or any agreement to combine offerings, products and/or services, or (without limiting the foregoing) any Legal Entity in which Accenture and/or any Affiliate has an interest, whether or not a Controlling Interest; provided always that the term “Alliance Entity” shall not include: (A) any Competitive Enterprise, (B) any contractor and/or sub-contractor of Accenture and/or any Affiliate, and/or (C) any sales, buying and/or marketing agent of Accenture

(ii) “Competitive Enterprise” shall mean a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in, the performance of services of the type provided by the Company, its Affiliates and/or their predecessors. “Competitive Enterprise” shall include, but not be limited to, the entities set forth on the list maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time.

(iii) “Confidential Information” shall include: (A) lists and databases of the Company’s or any Affiliate’s clients, including names of clients; (B) lists and databases of prospective clients whom the Company or any Affiliate has taken material steps to win business from; (C) confidential details of the Company’s and Affiliates’ or any of their clients’ or suppliers’ products and services; (D) commercial or technical information of the Company or any Affiliate or any other Knowledge Capital; (E) financial information and plans of the Company or any Affiliate; (F) prices/pricing structures/hourly rates of the Company or any Affiliates, including any discounts, terms of credit and preferential terms, costs and accounting; (G) lists and

databases of the Company’s or any Affiliate’s suppliers; (H) any personal data belonging to the Company or any Affiliate or any client or business associate, affiliate or employee or contractor of the Company or its Affiliates; (I) terms of the Company’s or any Affiliate’s business with clients, suppliers and Alliance Entities; (J) lists and databases of the Company’s or any Affiliate’s employees, officers and contractors; (K) details of employees, officers and contractors of the Company or any Affiliate, including but not limited to their remuneration packages and terms of employment/engagement; (L) object or source codes and computer software; (M) any proposals relating to the acquisition or disposal of a company or business or any part thereof; (N) details of responses by the Company or any Affiliate to any request for proposal or tender for work (whether competitive or not), and of any contract negotiations; (O) intellectual property rights owned by or licensed to the Company or its Affiliates or any of their clients or suppliers; (P) any Company or Affiliate document marked as “confidential” (or with a similar expression), or any information or document which the Participant has been told is confidential or which the Participant might reasonably expect the Company or an Affiliate or client or supplier or the relevant discloser would regard as confidential; (Q) any information which has been given to the Company or any Affiliate in confidence by clients, suppliers or other third parties; (R) any of the foregoing which belongs, or which otherwise relates, to any past or present Alliance Entity or to any Legal Entity that Accenture or any Affiliate intends to make an Alliance Entity; and (S) details of any agreement, arrangement or otherwise (whether formal or informal) that the Company or any Affiliate has entered into with any Alliance Entity.

(iv) “Controlling Interest” shall mean (A) ownership by a Legal Entity of at least a majority of the voting interest of another Legal Entity or (B) the right or ability of such Legal Entity, whether directly or indirectly, to direct the affairs of another by means of ownership, contract, or otherwise.

(v) “Knowledge Capital” shall mean any reports, documents, templates, studies, software programs, delivery methods, specifications, business methods, tools, methodologies, inventions, processes, techniques, analytical frameworks, algorithms, know how and/or any other work product and materials, proprietary to the Company and/or any Affiliate which is used by the Company and/or any Affiliate to perform services for its or their clients.

(vi) “Legal Entity” shall mean any body corporate, branch partnership, joint venture or unincorporated association or other organization carrying on a trade or other activity with or without a view to profit.

(vii) “Relevant Services” shall mean the performance of any services of the type provided by the Company, its Affiliates and/or their predecessors at any time, past, present or future, including, but not limited to, consulting services, technology services, and/or outsourcing services.

(viii) “Restricted Business” shall mean the business of any of the Constituent Companies (A) in respect of whom the Participant holds Confidential Information or

Trade Secrets at the time of the termination of employment with the Constituent Companies or (B) to which business the Participant has provided services, has been materially concerned or has been responsible in the twenty-four months preceding the termination of the Participant’s employment with the Constituent Companies.

(ix) “Restricted Client” shall mean any person, firm, corporation or other organization to whom the Participant directly or indirectly performed or assisted in performing Relevant Services, or with which the Participant otherwise had material contact, or about which the Participant learned Confidential Information or Trade Secrets, within the twenty-four months prior to the date on which the Participant’s employment with the Constituent Companies terminated.

(x) “Restricted Prospective Client” shall mean any person, firm, corporation, or other organization with which the Participant directly or indirectly had any negotiations or discussions regarding the possible performance of services by the Company, or about which the Participant learned Confidential Information or Trade Secrets within the twelve months prior to the date of the Participant’s termination of employment with the Constituent Companies.

(xi) “Solicit” shall mean to have any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

(xii) “Trade Secrets” shall include information relating to the Company and its Affiliates, and their respective clients, prospective clients or Alliance Entities, that is protectable as a trade secret under applicable law, including, without limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, business and strategic plans, product plans, source code, software, unpublished patent applications, customer proposals or pricing information or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(f) If, during the twelve month period following the termination of the Participant’s employment with the Constituent Companies, the Participant is presented with an opportunity that might involve participation in any of the activities defined in Section 6(c) above, Participant shall notify the Company in writing of the nature of the opportunity (the “Conflicting Activity”). Following receipt of sufficient information concerning the Conflicting Activity, the Company will advise Participant in writing whether the Company considers the Participant’s RSUs to be subject to Section 6(b)(ii) above. The Company retains sole discretion to determine whether Participant’s RSUs are subject to Section 6(b)(ii) and to alter its determination should additional or different facts become known to the Company.

7. Data Protection. The Participant consents to the collection and processing (including international transfer) of personal data as set out in Appendix A for the purposes specified therein.

8. Collateral Agreements. As a condition to the issuance or transfer of the Shares underlying the RSUs granted hereunder, the Participant shall, to the degree reasonably required by the Company, (a) execute and return to the Company a counterpart of this Agreement (or, if acceptable to the Company, acknowledge receipt and agreement of the terms of this Agreement electronically), all in accordance with the instructions provided by the Company and (b) to the extent required by the Company, either (i) execute and return an employment agreement, a consultancy agreement, a letter of appointment and/or an intellectual property agreement, in form and substance satisfactory to the Company, or (ii) provide evidence satisfactory to the Company that the agreements referenced in clause (i) have been previously executed by the Participant.

9. Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Board at any time;

(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs (whether on the same or different terms), or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant;

(d) the RSU grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Constituent Company and shall not interfere with the ability of the Company, or Constituent Company, as applicable, to terminate Participant’s employment or service relationship;

(e) the Participant is voluntarily participating in the Plan;

(f) Shares (or cash) will be issued to the Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period;

(g) the RSUs and the Shares (or cash) subject to the RSUs are not intended to replace any pension rights or compensation;

(h) the RSUs and the Shares subject to the RSUs, and the income and value thereof, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected

compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(i) the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of RSUs resulting from the Participant ceasing to be employed or otherwise providing services to the Company or Constituent Company;

(k) unless otherwise provided herein, in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and

(l) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company nor any Constituent Company shall be liable for any exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

10. No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

11. Legend on Certificates. Any Shares issued or transferred to the Participant pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable U.S. Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant or to ensure compliance with any additional transfer restrictions that may be in effect from time to time, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

12. Transferability Restrictions – RSUs/Underlying Shares. RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company. Any Shares issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to certain minimum share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors

and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares delivered or deliverable under this Agreement to the holder of the RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the RSUs or Shares issued therefrom has access.

13. Notices. Any notice to be given under this Agreement shall be addressed to the Company in care of its General Counsel at:

Accenture 161 N. Clark Street Chicago, IL 60601 USA Telecopy: +1 (312) 652-5619 Attn: General Counsel

(or, if different, the then current principal business address of the duly appointed General Counsel of the Company) and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14. Tax Withholding.

(a) Regardless of any action the Company or Constituent Company takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and Constituent Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the delivery or sale of any Shares or cash acquired pursuant to the RSUs and the issuance of any dividends, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

(b) To the extent that the grant or vesting of the RSUs, the delivery of Shares or cash pursuant to the RSUs or issuance of dividends results in a withholding obligation for Tax-Related Items, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding

from the Shares to be delivered upon settlement of the RSUs that number of Shares having a Fair Market Value equal to the amount required by law to be withheld. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(d) The Participant agrees to pay to the Company or Constituent Company, any amount of Tax-Related Items that the Company or Constituent Company may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares, cash or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e) The Participant hereby acknowledges that he or she will not be entitled to any interest or appreciation on Shares sold to satisfy the tax withholding requirements (including with respect to any amounts withheld in excess of the Participant's tax liability).

15. Choice of Law and Dispute Resolution.

(a) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

(b) Subject to subsections (c) through (f), any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance and/or termination of this Agreement and any amendment thereto (including without limitation the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (“ICC”), except that the parties may select an arbitrator who is a national of the same country as one of the parties. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the ICC shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. In the event of any arbitration between the parties, the Company shall consent to a request by the Participant to hold arbitral proceedings, including any evidentiary hearings, in the country in which the Participant principally conducts his/her business for the

convenience of the parties and witnesses, it being understood, however, that the legal situs of the arbitration shall remain in New York. Each side will bear its own costs and attorneys’ fees.

(c) Either party may bring an action or proceeding in any court having jurisdiction thereof for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and/or in support of the arbitration as permitted by any applicable arbitration law and, for the purposes of this subsection (c), each party expressly consents to the application of subsections (e) and (f) to any such suit, action or proceeding.

(d) Judgment on any award(s) rendered by the tribunal may be entered in any court having jurisdiction thereof.

(e) (i) Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of subsection (c). The parties acknowledge that the forum designated by this subsection (e) has a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to any right to assert personal jurisdiction in any other forum or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (e)(i) pursuant to subsection (c) and such parties agree not to plead or claim the same, or to seek anti-suit relief or any other remedy to deny the arbitral jurisdiction referred to in subsection (b).

(f) The parties agree that if a suit, action or proceeding is brought under subsection (c), proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and they irrevocably appoint the General Counsel of the Company, c/o Accenture, 161 N. Clark Street, Chicago, IL 60601 USA (or, if different, the then-current principal business address of the duly appointed General Counsel of the Company) as such party’s agent for service of process in connection with any such action or proceeding and agree that service of process upon such agent, who shall promptly advise such party of any such service of process, shall be deemed in every respect effective service of process upon the party in any such action or proceeding.

16. Severability. This Agreement shall be enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement. Any such prohibition or

unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

17. RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

18. Amendments. The rights and obligations under this Agreement and their enforceability are subject to local tax and foreign exchange laws and regulations and, in this sense, the terms and conditions contained herein may be amended at the sole discretion of the Company and/or the Committee in order to comply with any such laws and regulations.

19. Signature in Counterparts. To the extent that this Agreement is manually signed, instead of electronically accepted by the Participant (if permitted by the Company), it may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

20. Administration; Consent. In order to manage compliance with the terms of this Agreement, Shares delivered pursuant to this Agreement may, at the sole discretion of the Company, be registered in the name of the nominee for the holder of the Shares and/or held in the custody of a custodian until otherwise determined by the Company. To that end, by acceptance of this Agreement, the holder hereby appoints the Company, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to assign, endorse and register for transfer into such nominee’s name or deliver to such custodian any such Shares, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 20 as such person might or could do personally. It is understood and agreed by each holder of the Shares delivered under this Agreement that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Shares delivered pursuant to this Agreement of such holder, and held of record by another person or entity, for the period beginning on the date hereof and ending on the later of the date this Agreement is terminated and the date that is ten years following the last date Shares are delivered pursuant to this Agreement. The form of the custody agreement and the identity of the custodian and/or nominee shall be as determined from time to time by the Company in its sole discretion. A holder of Shares delivered pursuant to this Agreement acknowledges and agrees that the Company may refuse to register the transfer of and enter stop transfer orders against the transfer of such Shares except for transfers deemed by it in its sole discretion to be in compliance with the terms of this Agreement. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the RSUs and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements, undertakings or additional documents that may be necessary to accomplish the foregoing. The Participant agrees to take such other actions as may be deemed reasonably

necessary or desirable by the Company to effect the provisions of this Agreement, as in effect from time to time. Each holder of Shares delivered pursuant to this Agreement acknowledges and agrees that the Company may impose a legend on any document relating to Shares issued or issuable pursuant to this Agreement conspicuously referencing the restrictions applicable to such Shares.

21. Section 409A - Disability, Deferral Elections, Payments to Specified Employees, and Interpretation of Grant Terms. If the Participant is subject to income taxation on the income resulting from this Agreement under the laws of the United States, and the foregoing provisions of this Agreement would result in adverse tax consequences to the Participant, as determined by the Company, under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then the following provisions shall apply and supersede the foregoing provisions:

(a) “Disability” shall mean a disability within the meaning of Section 409A(a)(2)(C) of the Code.

(b) Deferral elections made by U.S. taxpayers are subject to Section 409A of the Code. The Company will use commercially reasonable efforts to not permit RSUs to be deferred, accelerated, released, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code. In the event that it is reasonably determined by the Company that, as a result of Section 409A of the Code, payments or delivery of the Shares underlying the RSU award granted pursuant to this Agreement may not be made at the time contemplated by the terms of the RSU award or the Participant’s deferral election, as the case may be, without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment or share delivery as soon as practicable on or following the first day that would not result in the Participant’s incurring any tax liability under Section 409A of the Code, and in any event, no later than the last day of the calendar year in which such first date occurs.

(c) If the Participant is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), payments and deliveries of shares in respect of any RSUs subject to Section 409A of the Code that are linked to the date of the Participant’s separation from service shall not be made prior to the date which is six (6) months after the date of the Participant’s separation from service from the Company or any of its Affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder.

(d) The Company shall use commercially reasonable efforts to avoid subjecting the Participant to any additional taxation under Section 409A of the Code as described herein; provided that neither the Company nor any of its employees, agents, directors or representatives shall have any liability to the Participant with respect to Section 409A of the Code.

22. Electronic Delivery. The Company may, in its sole discretion, deliver by electronic means any documents related to the RSUs or the Participant’s future participation in the Plan. The Participant hereby consents to receive such documents by electronic delivery and

agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

23. English Language. If the Participant is resident in a country where English is not an official language, the Participant acknowledges and agrees that it is the Participant’s express intent that this Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the grant of RSUs, be drawn up in English. If the Participant has received this Agreement, the Plan or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

24. Repatriation; Compliance with Law. If the Participant is resident or employed outside the United States, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Constituent Companies, as may be required to allow the Company and Constituent Companies to comply with local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different). Further, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of residence and country of employment, if different).

25. Appendix B. Notwithstanding any provision of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) as set forth in Appendix B to the Agreement, if applicable, which shall constitute part of this Agreement.

26. Recoupment. The RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant. By accepting the grant of RSUs under this Agreement the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the recoupment policy and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant's behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant's Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and the recoupment policy conflict, the terms of the recoupment policy shall prevail.

27. Entire Agreement. This Agreement, including the Plan, as provided therein, contains the entire agreement between the parties with respect to the subject matter therein and supersedes all prior oral and written agreements between the parties pertaining to

such matters. Participant acknowledges and agrees that this Agreement, including the Plan, and all prior RSU or other equity grant agreements between the Company and its assignor Accenture Ltd, on the one hand, and Participant, on the other, are separate from, and shall not be modified or superseded in any way by any other agreements, including employment agreements, entered into between Participant and the Company’s Affiliates.

28. Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

29. Electronic Signature. Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com), it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the RSUs, as set forth in this Agreement, the Essential Grant Terms and the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Date of Grant set forth on the attached Essential Grant Terms.

ACCENTURE PLC

By:

Chad T. Jerdee General Counsel and Chief Compliance Officer

[IF NOT ELECTRONICALLY ACCEPTED]

PARTICIPANT

_______________________________ Signature

_______________________________

Print Name

_______________________________ Date

_______________________________ Employee ID

APPENDIX A

DATA PROTECTION PROVISION

(a) By participating in the Plan or accepting any rights granted under it, the Participant consents to and authorizes the collection, processing and transfer by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of, analysis of and reporting on participation levels and other information about the Plan from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant's employer.

This includes the following data (“Data”):

(i) Data already held in the Participant's records such as the Participant's name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;

(ii) Data collected upon the Participant accepting the rights granted under the Plan (if applicable);

(iii) Data subsequently collected by the Company or any of its Affiliates in relation to the Participant's continued participation in the Plan, for example, data about Shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which Shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant); and

(iv) Other personal information about the Participant, including, but not limited to, telephone number, date of birth, social insurance number, tax identification number, resident registration number or other identification number, salary, nationality, job title or any other information necessary for implementing, administering, and managing the Plan.

(b) This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates.

(c) In particular, the Participant expressly consents to the transfer of personal Data about the Participant as described in paragraph (a) above by the Company and its Affiliates. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area, but also worldwide, to other employees and officers of the Company and its Affiliates and to the following third parties for the purposes described in paragraph (a) above:

(i) Plan administrators, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan;

(ii) regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law or otherwise deemed necessary by the Company or its Affiliates;

(iii) actual or proposed merger partners or proposed assignees of, or those taking or proposing to take security over, the business or assets of the Company or its Affiliates and their agents and contractors;

(iv) other third parties to whom the Company or its Affiliates may need to communicate/transfer the Data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and

(v) the Participant's family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan.

Not all countries, where the personal Data may be transferred to, have an equal level of data protection as in the EU or the European Economic Area. Countries to which Data are transferred include the USA and Ireland and other locations where the Company and its Affiliates, as applicable, administer the Plan.

All national and international transfer of personal Data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the Plan.

The Participant has the right to be informed whether the Company or its Affiliates hold personal Data about the Participant and, to the extent they do so, to have access to those personal Data at no charge and require them to be corrected if they are inaccurate or to cease processing if the Participant wishes to withdraw his or her consent. The Participant is entitled to all the other rights provided for by applicable data protection law, including those detailed in any applicable documentation or guidelines provided to the Participant by the Company or its Affiliates in the past. More detailed information is available to the Participant by contacting the appropriate local data protection officer in the country in which the Participant is based from time to time. If the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above.

(d) The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local data contact referred to above. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan (and may result in the forfeiture of unvested RSUs). For more information on the consequences of the

Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the data protection officer referred to above.

APPENDIX B

COUNTRY-SPECIFIC PROVISIONS

This Appendix B includes terms and conditions applicable to Participants in the countries covered by this Appendix B. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and the Agreement to which this Appendix B is attached. This Appendix B also includes information regarding exchange control and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of August 2016. The laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan, as the information may be out of date by the time the RSUs are settled, dividends are issued on Shares, or the Participant sells the Shares acquired. In addition, the information contained in this Appendix B is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the applicable laws in his or her country may apply to his or her situation. If the Participant (i) is a citizen or resident of a country other than the one in which he or she is currently working and/or residing, (ii) transfers employment or residency to another country after the RSU grant date, (iii) changes employment status to a consultant position, or (iv) is considered a resident of another country for local law purposes, the Company shall, in its sole discretion, determine the extent to which the special terms and conditions contained herein shall apply to the Participant.

ARGENTINA

Terms and Conditions Consent to Receive Information in English. The Participant confirms that he or she has read and understood the terms and conditions of the Plan and the Agreement, which were provided in English. The Participant accepts the terms of the documents accordingly, acknowledges that it is his or her express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Notifications Securities Law Notification. The RSUs and the underlying Shares are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.

Exchange Control Notification. Although the Participant is not required to repatriate dividends or sale proceeds arising from the sale of Company shares to Argentina, if sale proceeds are repatriated into Argentina within 10 days of sale (i.e., if the proceeds have not been held in a U.S. bank or brokerage account for at least 10 days prior to transfer), the Participant may be obligated to deposit a percentage of the sales proceeds into a non-interest bearing account in Argentina for a period of time. The Argentine bank handling the transaction may request certain documentation in connection with the Participant’s request to transfer sales proceeds into Argentina, including evidence of the sale. The Participant should consult his or her Argentine bank and/or exchange control advisor to confirm bank requirements, as interpretations of the applicable Central Bank regulations vary by bank and exchange control rules and regulations are subject to change without notice. The Participant is personally responsible for complying with applicable exchange control requirements in Argentina. Foreign Asset and Account Reporting Notification. If the Participant is an Argentine tax resident, the Participant must report any Shares acquired under the Plan and held by the Participant on December 31 of each year on his or her annual tax return for that year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

AUSTRALIA Terms and Conditions Australian Offer Document. The offer of RSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order 14/1000. Additional details are set forth in the RSU Offer Document, which has been provided to the Participant in the “Resources” tab at https://myholdings.accenture.com. Notifications Exchange Control Notification. Exchange control reporting is required for cash transactions exceeding a specified amount (currently AUD 10,000) and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant will be required to file the report. The Participant is personally responsible for complying with applicable exchange control requirements in Australia.

AUSTRIA Notifications

Exchange Control Notification. If the Participant holds Shares acquired under the Plan outside of Austria, the Participant may be subject to reporting obligations to the Austrian National Bank. An exemption to the reporting requirement applies if the value of the securities falls below a specified threshold (currently, if the value of the securities as of the end of each calendar quarter is less than EUR 30 million or if the value of the securities as of December 31 is less than EUR

five (5) million). The Participant should contact his or her local bank in Austria for additional information concerning the Participant’s reporting obligations to the Austrian National Bank. A separate reporting requirement applies if the Participant has non-Austrian cash accounts. If the transaction volume of all of the Participant’s cash accounts abroad meets or exceeds a specified threshold (currently EUR three (3) million), the movements and the balance of all accounts must be reported monthly. Interest income must be reported, regardless of amount. The Participant is personally responsible for complying with applicable exchange control requirements in Austria.

BELGIUM

Notifications Foreign Asset and Account Reporting Notification. If the Participant is a Belgian resident, the Participant is required to report any securities (e.g., Shares acquired under the Plan) or bank account (including brokerage account) established outside of Belgium on his or her annual tax return. In a separate report, the Participant is required to provide the National Bank of Belgium with the account details of any such foreign accounts. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

BRAZIL

Terms and Conditions Compliance with the Law. By accepting the grant of RSUs, the Participant agrees to comply with applicable Brazilian laws and to pay any and all taxes associated with the RSUs, the receipt of any dividends and the sale of Shares acquired under the Plan. Notifications Foreign Asset and Account Reporting Notification. If the Participant is resident or domiciled in Brazil, the Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil by May 31 if the aggregate value of such assets and rights equals or exceeds a specified threshold (currently, USD 100,000), which is subject to change annually. The timing of submission of the declaration may vary depending upon the value of the assets. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

BRUNEI

Notifications Securities Law Notification. The grant of RSUs is made pursuant to a private offering exemption under section 117 of the Securities Markets Order, 2013 (“SMO”) on which basis it is exempt from the prospectus and registration requirements under the SMO and is also exempt

from the capital markets services licensing requirements under section 159(1)(d) as being the administration of an employee participation scheme. The Plan has not been lodged or registered as a prospectus with the Autoriti Monetari Brunei Darussalam.

BULGARIA

Notifications

Exchange Control Notification. If the Participant receives a payment related to the Plan in Bulgaria in excess of a specified threshold (currently BGN 100,000 (or its equivalent in another currency, e.g., U.S. dollars)), the Participant should submit a form with information regarding the source of the income to the bank receiving such payment (for statistical purposes) upon transfer or within 30 days of receipt. The Participant should contact his or her bank in Bulgaria for additional information regarding this requirement. The Participant also will be required to file statistical forms with the Bulgarian National Bank annually regarding his or her receivables in foreign bank accounts as well as securities held abroad (e.g., Shares acquired under the Plan) if the total sum of all such receivables and securities equals or exceeds a specified threshold (currently BGN 50,000) as of the previous calendar year-end. The Participant is personally responsible for complying with applicable exchange control requirements in Bulgaria.

CANADA

Terms and Conditions Form of Settlement. Notwithstanding any discretion contained in the Plan or Agreement, the RSUs will be settled only in Shares. The RSUs do not provide any right for the Participant to receive a cash payment in settlement of the RSUs. The following terms and conditions apply if the Participant resides in Quebec: Consent to Receive Information in English. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Consentement Pour Recevoir Des Informations en Anglais. Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention. Notifications Foreign Asset and Account Reporting Notification. If the Participant is a Canadian resident, the Participant may be required to report his or her foreign property if the total cost of the foreign property exceeds a specified threshold (currently CAD 100,000) at any time during the year.

Foreign property includes Shares acquired under the Plan and may include the RSUs. The RSUs must be reported - generally at a nil cost - if the cost threshold is exceeded because of other foreign property the Participant holds. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily would equal the fair market value of the Shares at the time of acquisition, but if the Participant owns other Shares, the ACB may have to be averaged with the ACB of the other Shares. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations. Resale of Shares. If you acquire Shares under the Plan, any subsequent offer of such Shares for sale is required to occur outside of Canada.

CHILE Notifications Securities Law Notification. The grant of RSUs constitutes an offering of securities in Chile subject to General Ruling N° 345 (“NCG 345”) of the Chilean Superintendence of Securities and Insurance (“SVS”). This offer refers to securities not registered at the Securities Registry or at the Foreign Securities Registry of the SVS, and therefore, such securities are not subject to the oversight of the SVS. Given that the RSUs are not registered in Chile, the Company is not required to provide public information about the RSUs or Shares in Chile. Unless the securities offered are registered with the SVS, a public offering of such securities cannot be made in Chile, unless the offer complies with the conditions set forth in NCG 345. Notificación de la Ley de Valores. La concesión de RSU constituye una oferta de valores en Chile sujeto a la Resolución General N° 345 (“NCG 345”) de la Superintendencia de Valores y Seguros (“SVS”). Esta oferta se refiere a valores no registrados en el Registro de Valores o en el Registro de Valores Extranjeros de la SVS, por lo que dichos valores no están sujetos a la supervisión de la SVS. Dado que los RSU no están registradas en Chile, la Compañía no está obligada a proporcionar información pública sobre los RSU ni de las Acciones en Chile. A menos que los valores ofrecidos estén registrados en la SVS, una oferta pública de tales valores no podrá realizarse en Chile, a menos que la oferta cumpla con las condiciones establecidas en la Resolución General N° 345. Exchange Control Notification. The Participant is not required to repatriate any funds the Participant receives with respect to the RSUs (e.g., dividends or proceeds from the sale of Shares) to Chile. If, however, the Participant decides to repatriate such funds, the Participant must do so through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office) if the amount of the funds repatriated exceeds a specified threshold (currently USD 10,000). Further, if the value of the Participant’s aggregate investments held outside of Chile exceeds a specified threshold (currently USD five (5) million) (including the Shares and any other cash proceeds acquired under the Plan), the Participant must report the investments annually to the Central Bank. The Participant is personally responsible for complying with applicable exchange control requirements in Chile.

Foreign Asset and Account Reporting Notification. The Chilean Internal Revenue Service (“CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information. In addition, Shares acquired upon settlement of the RSUs must be registered with the CIRS’s Foreign Investment Registry. These statements and this information must be submitted electronically through the CIRS website: www.sii.cl. The Participant may be ineligible to receive certain foreign tax credits if he or she fails to meet these requirements. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

CHINA Terms and Conditions The award of RSUs granted pursuant to the Agreement (the “Award”) is subject to the following additional terms and conditions to the extent that the Company, in its discretion, determines that the Participant’s participation in the Plan is subject to exchange control restrictions in the People’s Republic of China (“PRC” or “China”), as implemented by the State Administration of Foreign Exchange (“SAFE”). Award Conditioned on Satisfaction of Regulatory Obligations. The Award is conditioned upon the Company securing and maintaining all necessary approvals from the SAFE and any other applicable government entities in the PRC to permit the operation of the Plan in China, as determined by the Company in its sole discretion. Shares Must Remain with Company’s Designated Broker. The Participant agrees to hold the Shares underlying the Award with such broker as may be designated by the Company from time to time and shall not transfer the Shares to another broker until such time as may be permitted by the Company. Sale of Shares. Notwithstanding anything in the Plan to the contrary, when the Participant terminates employment with the Company or its Affiliates, the Participant will be required to sell all Shares acquired under the Plan and any other equity incentive or purchase plan or program (collectively, “Equity Programs”) within such time period as may be established by the SAFE or otherwise within the later of six (6) months of such termination or of the final release of Shares underlying the Award, or other such period as may be required by Company policy, as determined in the Company’s discretion. If the Participant has not completed any required sale within the required period then applicable, the Participant hereby authorizes the Company or any Affiliate to complete such sale on the Participant’s behalf. The Participant agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or any Affiliate or the Company’s designated brokerage firm) to effectuate the sale of the Shares (including, without limitation, as to the transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters. The Participant acknowledges that neither the Company nor the designated brokerage

firm is under any obligation to arrange for such sale of the Shares at any particular price (it being understood that the sale will occur in the market) and that broker’s fees and similar expenses may be incurred in any such sale. In any event, when the Shares are sold, the sale proceeds, less any (mandatory, non-local) tax withholding, any broker’s fees or commissions, and any similar expenses of the sale will be remitted to the Participant in accordance with applicable exchange control laws and regulations and Company practices. Exchange Control Restrictions. The Participant understands and agrees that the Participant will be required immediately to repatriate to China cash dividends (to the extent such dividends are not reinvested to purchase additional Shares, if such reinvestment is permitted by the SAFE and applicable laws) and the proceeds from the sale of any Shares acquired under the Equity Programs. The Participant further understands that such repatriation of dividends and proceeds may need to be effected through a special bank account established by the Company or its Affiliate, and the Participant hereby consents and agrees that dividends and proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company on the Participant’s behalf prior to being delivered to the Participant. The dividends and proceeds may be paid to the Participant in U.S. dollars or local currency, at the Company’s discretion. If the dividends and proceeds are paid to the Participant in U.S. dollars, the Participant understands that a U.S. dollar bank account in China must be established and maintained by the Participant so that the proceeds may be deposited into such account. If the dividends and proceeds are paid to the Participant in local currency, the Participant acknowledges that the Company is under no obligation to secure any particular exchange conversion rate and that the Company may face delays in converting the dividends and proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time dividends are declared or the Shares are sold and the dividends or net proceeds are converted into local currency and distributed to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company and its Affiliates in the future in order to facilitate compliance with exchange control requirements in China. Administration. Neither the Company nor its Affiliates shall be liable for any costs, fees, lost interest or dividends or other losses the Participant may incur or suffer resulting from the enforcement of the terms of this Appendix or otherwise from the Company’s operation and enforcement of the Plan, the Agreement and the Award in accordance with Chinese law including, without limitation, any applicable SAFE rules, regulations and requirements. Notifications Foreign Asset and Account Reporting Notification. If the Participant is a Chinese resident, the Participant may be required to report to SAFE all details of his or her foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations. Conversion from USD to CNY: The Participant’s proceeds will be converted from USD to CNY using the official rates as determined by HSBC on the date of payment. These CNY proceeds will be deposited into the Participant’s China Merchant Bank account. The Participant may elect

to have proceeds paid in USD if the Participant is an account holder at HSBC. Please contact Sabina Wang at sabrina.ying.wang@accenture.com to file or update optional payment instructions.

COLOMBIA Notifications Securities Law Notification. The Shares are not and will not be registered in the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and, therefore, the Shares may not be offered to the public in Colombia. Nothing in the Plan, the Agreement or any other document evidencing the grant of the RSUs shall be construed as the making of a public offer of securities in Colombia. Exchange Control Notification. If the Participant holds investments in assets located outside of Colombia (e.g., Shares acquired under the Plan) in an aggregate amount equal to or greater than a specified threshold (currently USD 500,000) as of December 31 in a given calendar year, the Participant must register such investments with the Central Bank (Banco de la República). Upon liquidation of registered assets, the Participant must (i) cancel the registration with the Central Bank and (ii) repatriate the proceeds from the sale or liquidation to Colombia. The Participant is personally responsible for complying with applicable exchange control requirements in Colombia.

CZECH REPUBLIC

Notifications Exchange Control Notification. If the Participant is a resident of the Czech Republic, the Czech National Bank may require the Participant to fulfill certain notification duties in relation to the opening and maintenance of a foreign account. Because exchange control regulations change frequently and without notice, the Participant should consult with his or her legal advisor prior to the sale of Shares to ensure compliance with current regulations. The Participant is personally responsible for complying with applicable exchange control requirements in the Czech Republic.

DENMARK Terms and Conditions Treatment of RSUs upon Termination of Employment. Notwithstanding any provision in the Agreement to the contrary, if the Participant is determined to be an “Employee”, as defined in section 2 of the Danish Act on the Use of Share Options and Warrants etc. in Employment Relationships (the “Stock Option Act”), the treatment of the RSUs upon the Participant’s termination of employment shall be as described in the “Employer Information Statement” made available to the Participant. The Participant acknowledges having received an “Employer Information Statement” in Danish.

Notifications Foreign Asset and Account Reporting Notification. The Participant must submit a “Declaration V” form to the Danish Central Customs and Tax Administration in connection with the deposit of any securities (including Shares acquired under the Plan) into a bank or brokerage account outside of Denmark. Prior to submitting the Declaration V, the form must be signed by a representative of the bank or broker with whom the securities are deposited (the “depositary”). By signing the Declaration V, the depositary is undertaking to submit the required information on an annual basis (generally by February 1) without further request by the Danish Central Customs and Tax Administration. If, however, the depositary will not agree to sign the declaration, the Participant may apply for an exemption from this requirement by completing Section 6 (“Possible exemption from requirement to give promise”) of the Declaration V form. If the application is accepted, the Participant will be personally responsible for submitting the required information as an attachment to his or her annual tax return. It is only necessary to submit a Declaration V form the first time securities are deposited with a depositary outside of Denmark. If, however, the securities are transferred to a different depositary or if the Participant begins using a new depositary, a new Declaration V is required. In addition, if the Participant holds Shares or cash in an account outside of Denmark, he or she is required to report the existence of such an account to the Danish Tax Authorities by completing a “Declaration K” form and submitting it to the Danish Tax Authorities following opening of the account. The form is available at the website of the Danish Central Customs and Tax Administration. A separate form must be submitted for each account held outside of Denmark that holds Shares or cash that are taxable in Denmark. The Declaration K requirement is in addition to the Declaration V requirement discussed above. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

EGYPT Notifications Exchange Control Notification. If the Participant transfers funds into Egypt in connection with the RSUs (including proceeds from the sale of Shares), the funds transfer must occur through a registered bank in Egypt. The Participant is personally responsible for complying with applicable exchange control requirements in Egypt.

FRANCE

Terms and Conditions Nature of RSUs. If the Agreement indicates that the grant is made pursuant to the terms of the Plan as amended by the subplan for Restricted Share Units in France (together with the Plan, collectively, the “2015 French Restricted Share Unit Plan”), the RSUs have been granted under the French specific regime provided by Articles L225-197-1 and seq. of the French commercial code. If the Agreement does not indicate that the grant is made pursuant to the terms of the 2015

French Restricted Share Unit Plan, the RSUs have not been granted under the French specific regime provided by Articles L225-197-1 and seq. of the French commercial code. Language Consent. By accepting the grant of RSUs, the Participant confirms having read and understood the Plan and Agreement which were provided in English. The Participant accepts the terms of those documents accordingly. Consentement Relatif à la Langue Utilisée. En acceptant l’attribution, le Participant confirme avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause. Notifications Foreign Asset and Account Reporting Notification. The Participant must report Shares held outside of France and foreign bank accounts to the French tax authorities when filing his or her annual tax return. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

GERMANY

Notifications Exchange Control Notification. Cross-border payments in excess of a specified threshold (currently, EUR 12,500) must be reported monthly to the German Federal Bank (Bundesbank). For payments made or received in connection with securities (including proceeds realized upon the sale of Shares), the report must be filed electronically. The Participant is personally responsible for complying with applicable exchange control requirements in Germany.

HONG KONG Terms and Conditions Settlement of Vested RSUs. The following provision supplements Section 3(a)(ii) (Form and Timing of Issuance or Transfer) of the Agreement: Notwithstanding any discretion set forth in the Plan or Agreement, the RSUs will be settled only in Shares. The RSUs do not provide any right for the Participant to receive a cash payment in settlement of the RSUs. Any Shares received by the Participant upon settlement of the RSUs are accepted by the Participant as a personal investment. If, for any reason, the RSUs vest and become non-forfeitable and Shares are issued or transferred to the Participant within six (6) months after the RSU grant date, the Participant agrees that he or she will not offer the Shares to the public in Hong Kong or otherwise dispose of any such Shares prior to the six (6) month anniversary of the RSU grant date.

Securities Law Notification. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant should exercise caution in relation to the offer. If the Participant is in doubt about any of the contents of the Agreement or the Plan, the Participant should obtain independent professional advice. Neither the grant of the RSUs nor the issuance or transfer of Shares upon settlement of the RSUs constitute a public offering of securities under Hong Kong law and only is available to employees of the Company and its Affiliates. The Plan, the Agreement and other incidental materials (i) have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under applicable securities legislation in Hong Kong and (ii) are intended only for the personal use of the Participant and may not be distributed to any other person. Nature of Scheme. The Company does not intend that the Plan will be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

INDIA Notifications Exchange Control Notification. The Participant must repatriate to India any dividends and sale proceeds from the sale of Shares acquired under the Plan and convert the same into local currency within a prescribed timeframe (currently, within 180 days of receipt of any dividends and within 90 days of the receipt of any sale proceeds). The Participant must obtain a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Participant’s employer requests proof of repatriation. The Participant is personally responsible for complying with applicable exchange control requirements in India. Foreign Asset and Account Reporting Notification. If the Participant is an Indian resident, the Participant is required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) on his or her annual tax return. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

INDONESIA Notifications Exchange Control Notification. If the Participant is an Indonesian resident and remits funds (including proceeds from the sale of Shares) into Indonesia, the Indonesian Bank through which the transaction is made will submit a transaction report to the Bank of Indonesia for statistical reporting purposes. For transactions equal to or exceeding a threshold amount (currently USD 10,000), the report must include a description of the transaction. Although the bank through which the transaction is made must make the report, the Participant must complete a “Transfer Report Form.” The bank through which the transaction is made will provide the

Transfer Report Form to the Participant. The Participant is personally responsible for complying with applicable exchange control requirements in Indonesia.

ISRAEL Notifications Securities Law Notification. The Company received a prospectus exemption from the Israeli Securities Authority in relation to the Plan. A copy of the Plan is available at https://myholdings.accenture.com and the Form S-8 registration statement for the Plan is available at https://www.sec.gov/Archives/edgar/data/1467373/000146737316000826/forms-8registrationstateme.htm. Copies of Accenture’s filings with the U.S. Securities and Exchange Commission are available at https://www.sec.gov/cgi-bin/browse-edgar?CIK=acn&owner=exclude&action=getcompany&Find=Search.

ITALY Notifications Foreign Asset and Account Reporting Notification. If at any time during the fiscal year the Participant holds foreign financial assets (including cash and Shares) that may generate income taxable in Italy, the Participant is required to report these assets on his or her annual tax return (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due, irrespective of their value. These reporting obligations also will apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

JAPAN

Notifications Foreign Asset and Account Reporting Notification. If the Participant is a Japanese resident, the Participant will be required to report details of any assets (including any Shares acquired under the Plan) held outside of Japan as of December 31 of each year, to the extent such assets have a total net fair market value exceeding a specified threshold (currently, JPY 50 million). The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

MAURITIUS Notifications Foreign Asset and Account Reporting Notification. If the Participant is a Mauritian resident, the Participant is required to declare all foreign income on his or her annual tax return. The

Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

MEXICO Terms and Conditions Labor Law Acknowledgement and Policy Statement. By accepting the RSUs, the Participant acknowledges that Accenture plc, with registered offices at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland, is solely responsible for the administration of the Plan. The Participant further acknowledges that his or her participation in the Plan, the grant of RSUs and any acquisition of Shares under the Plan does not constitute an employment relationship between the Participant and the Company because the Participant is participating in the Plan on a wholly commercial basis. Based on the foregoing, the Participant expressly acknowledges that the Plan and the benefits that he or she may derive from participation in the Plan do not establish any rights between Participant and his or her employer, and do not form part of the employment conditions and or benefits provided by the Company or any Affiliate, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment. Acuse de recibo y Declaración de Política Laboral. Al aceptar los RSU, el Participante reconoce que Accenture plc, con domicilio social en 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Irlanda, es el único responsable de la administración del Plan. El Participante reconoce además que su participación en el Plan, la concesión de RSU y cualquier adquisición de Acciones bajo el Plan no constituye una relación laboral entre el Participante y la Compañía porque el Participante participa en el Plan de manera totalmente comercial. En base a lo anterior, el Participante reconoce expresamente que el Plan y los beneficios que puede derivar de la participación en el Plan no establecen derechos entre el Participante y su empleador y no forman parte de las condiciones de empleo y/o beneficios proporcionados por la Compañía o cualquier Afiliada, y cualquier modificación del Plan o su terminación no constituirá un cambio o menoscabo de los términos y condiciones del empleo del Participante. The Participant further understands that his or her participation in the Plan is the result of the Company’s unilateral and discretionary decision and, therefore, the Company reserves the absolute right to amend or discontinue the Participant’s participation in the Plan at any time, without any liability to the Participant. Finally, the Participant hereby declares that he or she does not reserve to him or herself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and that he or she therefore grants a full and broad release to the Company, its Affiliates, branches, representation offices, shareholders, officers, agents and legal representatives, with respect to any claim that may arise.

Notifications Securities Law Notification. The Participant acknowledges that the RSUs, this Agreement, the Plan and all other materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Mexico. The Company’s Shares acquired pursuant to the Plan have not and will not be registered in Mexico and therefore, neither the RSUs nor the Company Shares may be offered or publicly circulated in Mexico.

NEW ZEALAND NOTIFICATIONS

Securities Law Notification.

Warning

This is an offer of RSUs which, upon vesting and settlement in accordance with the terms of the Plan and this Agreement, will be converted into Shares. Shares give you a stake in the ownership of Accenture plc. You may receive a return if dividends are paid.

If Accenture plc runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preference shares have been paid. You may lose some or all of your investment.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

Ask questions, read all documents carefully, and seek independent financial advice before committing.

The Shares are quoted on the New York Stock Exchange. This means that if you acquire Shares under the Plan, you may be able to sell them on the New York Stock Exchange if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Shares.

You also are hereby notified that the documents listed below are available for review on Accenture plc’s external and internal sites at the web addresses listed below:

1. Accenture plc’s most recent Annual Report (Form 10K): http://investor.accenture.com (click on “Financial Information & SEC Filings”)

2. Accenture plc’s most recent published financial statements (Form 10Q or 10K) and the auditor’s report on those financial statements: http://investor.accenture.com (click on “Financial Information & SEC Filings”)

3. The Amended and Restated Accenture plc 2010 Share Incentive Plan: https://myholdings.accenture.com (click on the “Resources” tab)

4. The Amended and Restated Accenture plc 2010 Share Incentive Plan Prospectus: https://myholdings.accenture.com (click on the “Resources” tab)

5. The Accenture plc Restricted Share Units Guidebook: https://myholdings.accenture.com (click on the “Resources” tab)

A copy of the above documents will be sent to you free of charge on written request being mailed to Accenture plc, Attention: Global Share Plan Operations, 50 W. San Fernando Street, San Jose, California 95113, U.S.A. or upon email to global.equity.srvcs@accenture.com.  While participation in the Plan may be offered to selected Accenture plc employees and employees of Accenture plc’s subsidiaries and affiliates, participation in the Plan is not part of the employees’ employment contract and does not confer any rights or benefits under the employees’ employment contract. Accenture plc’s Board of Directors may suspend, terminate, revise or amend the Plan in accordance with the Plans’ rules at any time and without the consent of the employees. The full Plan documents set out the details of the Plan and, as indicated above, are available on Accenture plc’s intranet site and available upon written request.

PERU Notifications Securities Law Notification. The offer of RSUs is considered a private offering in Peru and therefore is not subject to registration. For more information concerning this offer, please refer to the Plan, the Agreement and any other grant documents made available by the Company. For more information regarding the Company, please refer to the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q available at www.sec.gov.

PHILIPPINES Notifications Securities Law Notification. The RSUs are being granted pursuant to an exemption from registration under Section 10.2 of the Philippines Securities Regulation Code that has been approved by the Philippines Securities and Exchange Commission. The risks of participating in the Plan include (without limitation) the risk of fluctuation in the price of the Shares on the share exchange and the risk of currency fluctuations between the U.S. Dollar and the Participant’s local currency. The value of Shares the Participant may acquire under the Plan may decrease below the value of the Shares received, and fluctuations in foreign exchange rates between the Participant’s local currency and the U.S. Dollar may affect the value of any amounts due to the Participant pursuant to the subsequent sale of any Shares acquired.

The Company is not making any representations, projections or assurances about the value of the Shares now or in the future. For further information on risk factors impacting the Company’s business that may affect the value of the Shares, the Participant may refer to the risk factors discussion in the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q, which are available at www.sec.gov. In addition, the Participant may receive, free of charge, a copy of the Company’s annual report, quarterly reports or any other reports, proxy statements or communications distributed to the Company’s shareholders by contacting Investor Relations at +1 (312) 842-5012 or through the Company’s website: https://www.accenture.com/us-en/contact-us. The Participant acknowledges that he or she is permitted to sell Shares acquired under the Plan through the Plan broker appointed by the Company (or such other broker to whom the Participant may transfer the Shares), provided that such sale takes place outside of the Philippines through the facilities of the stock exchange or national market system on which the Shares are listed.

POLAND Notifications Exchange Control Notification. If the Participant is a Polish resident, the Participant is required to file quarterly reports with the National Bank of Poland that includes information on transactions and balances regarding his or her rights to Shares (such as RSUs) and Shares if the total value (calculated individually or together with other assets and liabilities possessed abroad) exceeds a specified threshold (currently PLN seven (7) million). The Participant is required to transfer funds through a bank account in Poland if the transferred amount in any single transaction exceeds a specified threshold (currently EUR 15,000). The Participant also is required to retain documents connected with foreign exchange transactions for a period of five (5) years from the date the exchange transaction was made. The Participant is personally responsible for complying with applicable exchange control requirements in Poland.

PORTUGAL Terms and Conditions English Language Consent. The Participant hereby expressly declares that the Participant has full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and the Agreement. Consentimento de Lingua Inglesa. O beneficiário pelo presente declara expressamente que tem pleno conhecimento da língua Inglesa e que leu, compreendeu e totalmente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo.

Notifications Exchange Control Notification. If the Participant is a resident of Portugal and acquires Shares under the Plan, the Participant may be required to file a report with the Portuguese Central Bank for statistical purposes (unless the Participant arranges to have the Shares deposited with a Portuguese financial intermediary, in which case, the intermediary will file the report for the Participant). The Participant is personally responsible for complying with applicable exchange control requirements in Portugal.

ROMANIA Notifications Exchange Control Notification. If the Participant deposits the proceeds from the sale of Shares in a bank account in Romania, he or she may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds. The Participant is personally responsible for complying with applicable exchange control requirements in Romania. Foreign Asset and Account Reporting Notification. If the Participant is not a resident of Romania and receives a payment in excess of EUR 50,000, the bank assisting with the transaction may require the Participant to submit certain forms.

RUSSIA Terms and Conditions Sale or Transfer of Shares. The Participant acknowledges that the RSUs, this Agreement, the Plan and all other materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The Company’s Shares acquired pursuant to the Plan have not and will not be registered in Russia and therefore, neither the RSUs nor the Company Shares may be offered or publicly circulated in Russia. Further, in no event, will the Company Shares issued to the Participant be delivered in Russia. Further, the Participant may not sell the Company’s Shares directly to other Russian individuals, and the Participant is not permitted to bring share certificates into Russia. Notifications Exchange Control Notification. If required by law at the time Shares are sold, the Participant agrees to promptly repatriate proceeds resulting from the sale of Shares acquired under the Plan to a foreign currency account at an authorized bank in Russia and to comply with all applicable local foreign exchange rules and regulations. The Participant is personally responsible for complying with applicable exchange control requirements in Russia. Foreign Asset and Account Reporting Notification. If the Participant is a Russian resident, the Participant must notify the Russian tax authorities within one (1) month of opening or closing a foreign bank account or of changing any account details. The Participant also must file with the

Russian tax authorities reports of the transactions in his or her foreign bank accounts. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations. Labor Law Notification. If the Participant continues to hold Shares acquired upon settlement of the RSUs after a termination of employment, he or she may not be eligible to receive unemployment benefits in Russia.

SAUDI ARABIA Notifications Securities Law Notification. This document may not be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If the Participant does not understand the contents of this document he or she should consult an authorized financial advisor.

SINGAPORE Terms and Conditions Restrictions on Sale and Transferability. The Participant hereby agrees that any Shares acquired pursuant to the RSUs will not be offered for sale in Singapore prior to the six (6) month anniversary of the grant date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). Notifications Securities Law Notification. The grant of RSUs is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA and is not made to the Participant with a view to the RSUs or the underlying Shares being subsequently offered for sale to any other party. The Plan has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.

SOUTH AFRICA Notifications Exchange Control Notification. To participate in the Plan, the Participant must comply with exchange control regulations and rulings (the “Exchange Control Regulations”) in South Africa. As the Exchange Control Regulations change frequently and without notice, the Participant understands that he or she should consult a legal advisor prior to the acquisition or sale of Shares under the Plan to ensure compliance with applicable regulations. The Participant is personally responsible for complying with applicable exchange control requirements in South Africa. Securities Law Notification. In compliance with South African securities law, the Participant acknowledges that the documents listed below are available for review at the addresses listed below:

(i) The Company's most recent annual financial statements: www.sec.gov.

(ii) The Company's most recent Plan prospectus: https://myholdings.accenture.com/. A copy of the above documents will be sent free of charge upon written request through the Company’s website: https://www.accenture.com/us-en/contact-us. The Participant is advised to carefully read the materials provided before making a decision whether to participate in the Plan and to contact the Participant’s tax advisor for specific information concerning the Participant’s personal tax situation with regard to Plan participation.

SOUTH KOREA Notifications Exchange Control Notification. If the Participant is a Korean resident and realizes dividends or sale proceeds equaling or exceeding a specified amount (currently USD 500,000) in a single transaction, the Participant must repatriate the proceeds to South Korea within a specified period (currently three (3) years) after the sale or receipt. The Participant is personally responsible for complying with applicable exchange control requirements in South Korea. Foreign Asset and Account Reporting Notification. If the Participant is a Korean resident, the Participant must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authority and file a report with respect to such accounts if the monthly balance of such accounts exceeds a specified threshold (currently KRW one (1) billion (or an equivalent amount in foreign currency)) on any month-end during a calendar year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.

SPAIN

Terms and Conditions Labor Law Acknowledgment. This provision supplements the acknowledgements contained in Section 9 (Nature of Grant) of the Agreement: In accepting the grant of RSUs, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its own discretion decided to grant RSUs under the Plan to certain individuals who may be employees of the Company or an Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or an Affiliate, other than as set forth in the Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and any Shares acquired upon settlement of the RSUs are not a part of any employment contract (either with the Company or an Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. Further, the Participant understands that the RSUs would not be granted to the Participant but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken, or should any of the conditions not be met for any reason, any grant of or right to the RSUs shall be null and void. The Participant understands and agrees that, unless otherwise provided in the Agreement, the Participant will forfeit any unvested RSUs as of the date Participant’s service ends without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of Participant’s employment for any reason including, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause (i.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, and/or Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. Termination for Cause. “Cause” shall be as defined as set forth in the Agreement, regardless of whether the Termination is considered a fair termination (i.e., “despido procedente”) under Spanish legislation. Notifications Securities Law Notification. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of RSUs under the Plan. Neither the Plan nor the Agreement (which includes this Appendix B) have been

nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish securities regulator), and they do not constitute a public offering prospectus. Exchange Control Notification. The Participant must declare the acquisition of Shares to the Dirección General de Comercial e Inversiones (the “DGCI”) of the Ministerio de Economia for statistical purposes. The Participant also must declare electronically to the Bank of Spain any foreign securities accounts (including brokerage accounts held abroad), as well as the shares held in such accounts and transactions carried out with non-residents, depending on the amount of the transactions with non-residents during the relevant year or the balances/positions with non-residents. Different thresholds and deadlines to file the declarations apply. However, if neither such transactions during the immediately preceding year nor the balances/positions as of December 31 exceed a specified threshold (currently EUR one (1) million), no such declaration must be filed unless expressly required by the Bank of Spain. If neither the Participant’s total balances/positions nor total transactions with non-residents pertaining to the relevant period exceed a specified threshold (currently EUR 50 million), a summarized form of declaration may be used. The Participant is personally responsible for complying with applicable exchange control requirements in Spain. Foreign Asset and Account Reporting Notification. Individuals owning shares deposited outside of Spain and/or holding bank accounts outside of Spain whose value as of December 31 each year, or at any time throughout the year of sale, exceeds, for each type of asset, a specified threshold (currently EUR 50,000), must report their existence to the Spanish Tax Authorities on a specific tax reporting form. After the assets have been reported, the subsequent reporting obligation will only apply if their value increases by more than specified amount (currently EUR 20,000) as of each subsequent December 31, or if the assets already declared are being transferred or the bank accounts are being closed. The Participant should consult with his or her personal tax advisor to determine whether this reporting requirement applies.

SRI LANKA Terms and Conditions Exchange Control Acknowledgement. The Participant acknowledges and agrees that the Award is conditioned upon the Company securing and maintaining all necessary exchange control approvals. Pursuant to the approval received from the Exchange Control Department, the Participant must open an Outward Investment Account in connection with the Award. Upon the issuance of dividends on Shares, the dividends will not be reinvested and the Participant is required to repatriate any such dividends back to Sri Lanka through the Outward Investment Account. Upon the sale of Shares, the Participant is required to repatriate any proceeds received from such sale back to Sri Lanka through the Outward Investment Account.

SWITZERLAND

Notifications Securities Law Notification. The grant of RSUs and the issuance of Shares is considered a private offering in Switzerland. Neither this document nor any other materials relating to the RSUs constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, and neither this document nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the RSUs have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

TAIWAN Notifications Securities Law Notification. The offer to participate in the Plan is only available to employees of the Company and its Affiliates. The offer to participate in the Plan is not a public offer of securities by a Taiwanese company; therefore, it is exempt from registration in Taiwan. Exchange Control Notification. If the Participant is a Taiwanese resident, the Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to a specified threshold (currently USD five (5) million) per year without submission of supporting documentation. If the transaction amount equals or exceeds the specified threshold in a single transaction, the Participant must submit a foreign exchange transaction form. Further, if the transaction amount equals or exceeds a specified amount (currently USD 500,000) in a single transaction, the Participant may be required to provide supporting documentation to the satisfaction of the remitting bank. If the Participant is not a Taiwanese resident and does not hold an Alien Resident Certificate, the Participant may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to a specified threshold (currently USD 100,000) on a per transaction basis without submission of supporting documentation. If the transaction amount equals or exceeds the specified threshold in a single transaction, the Participant must submit a foreign exchange transaction form. The Participant is personally responsible for complying with applicable exchange control requirements in Taiwan.

THAILAND Notifications Exchange Control Notification. If the Participant is a Thai resident and realizes sale proceeds equaling or exceeding a specified threshold (currently USD 50,000) in a single transaction, the Participant is required to repatriate the cash proceeds to Thailand immediately following the receipt of such proceeds and to then either convert such repatriated proceeds into Thai Baht or deposit the proceeds into a foreign currency account opened with any commercial bank in Thailand within 360 days of repatriation. Further, for repatriated amounts equaling or exceeding

the above-mentioned amount, the Participant must specifically report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form. The Participant is personally responsible for complying with applicable exchange control requirements in Thailand.

TURKEY Notifications Securities Law Notification. The Participant acknowledges that the RSUs, this Agreement, the Plan and all other materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Turkey. The Company’s Shares acquired pursuant to the Plan have not and will not be registered in Turkey and therefore, neither the RSUs nor the Company Shares may be offered or publicly circulated in Turkey. Under Turkish law, the Participant is not permitted to sell Shares acquired under the Plan in Turkey. The Shares are currently traded on the New York Stock Exchange (which is located outside of Turkey), and the Shares may be sold through this exchange. Exchange Control Notification. The Participant may be required to engage a Turkish financial intermediary (i.e., a bank or other financial institution licensed in Turkey) to assist with the sale of Shares acquired under the Plan. By repatriating sales proceeds through a bank licensed in Turkey, this requirement may be satisfied. To the extent a Turkish financial intermediary is required in connection with the sale of any Shares acquired under the Plan, the Participant is solely responsible for engaging such Turkish financial intermediary. The Participant is personally responsible for complying with applicable exchange control requirements in Turkey. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal obligations.

UNITED ARAB EMIRATES

Notifications Securities Law Notification. The Agreement, including this Appendix, and any other document related to the Plan are intended for distribution only to employees of the Company and its Affiliates and relate to the offering of employee equity incentives in the United Arab Emirates. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the documents related to the Plan nor taken steps to verify the information set out therein, and have no responsibility for them. The securities to which the offer under the Plan relates may be subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If the Participant does not understand the contents of the Agreement, including this Appendix, or any document related to the Plan, he or she should consult an authorized financial adviser.

UNITED KINGDOM

Terms and Conditions Choice of Law and Dispute Resolution. The following provision replaces Section 15(e)(ii) (Choice of Law and Dispute Resolution) of the Agreement: The parties to this Agreement hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to any right to assert personal jurisdiction in any other forum (whether pursuant to Section 5 of Regulation No. 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast) (as amended or replaced from time to time) or otherwise), or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (e)(i) pursuant to subsection (c) and such parties agree not to plead or claim the same, or to seek anti-suit relief or any other remedy to deny the arbitral jurisdiction referred to in subsection (b). Without prejudice to the foregoing, participant hereby expressly waives any right to assert jurisdiction pursuant to Article 22 of Regulation No. 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast) (as amended or replaced from time to time).

VENEZUELA Terms and Conditions Investment Representation. The Participant acknowledges and agrees that any Shares the Participant may acquire upon settlement of the RSUs are acquired as, and intended to be, an investment, rather than for the resale of the Shares and conversion of the Shares into foreign currency. Notifications Securities Law Notification. The Participant has met the eligibility requirements set forth in the Plan. The offer of the RSUs and the Shares that may be issued under the Plan is personal, private, exclusive and non-transferable and is not subject to Venezuelan government securities regulation. Exchange Control Notification. Venezuelan exchange control rules may apply in connection with the Participant’s participation in the Plan and the transfer of cash proceeds into Venezuela. Following the sale of Shares acquired under the Plan, the Participant may be subject to certain restrictions if the Participant attempts to transfer such cash proceeds into Venezuela. The Participant is personally responsible for complying with applicable exchange control requirements in Venezuela.

AMENDED AND RESTATED ACCENTURE PLC 2010 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, directors, consultants or other service providers of outstanding ability and to motivate such employees, directors, consultants or service providers for the Company or an Affiliate to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees, directors, consultants or other service providers will have in the welfare of the Company as a result of their proprietary interest in the Company.

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,

the Company 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 successor rule thereto).

(e) Board: The Board of Directors of the Company. (f) Board Approval Date: December 10, 2009, the date the Plan was approved by the Board. (g) Change in Control: The occurrence of any of the following events:

(i) any Person (other than (A) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (B) 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 20% or more of the combined voting power of the Company’s then-outstanding securities;

(ii) during any period of twenty-four consecutive months, 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 Change in Control under (i), (iii) or (iv) of this Section 2(f)) 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.

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

(i) Committee: A committee of the Board (including, without limitation, the full Board) that has been designated by the Board to administer the Plan.

(j) Company: Accenture plc, a company incorporated under the laws of Ireland with a registered number of 471706.

(k) Effective Date: The date the Plan was approved by the Company’s shareholders. (l) 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 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;

provided, however, that in the event the granting of an Award requires a different calculation of “fair market value” in order to comply with local tax regulations, then, for purposes of such Award, the Fair Market Value shall be determined by the Committee in good faith in a manner intended to comply with such local regulations.

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

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

(o) Option: A share option granted pursuant to Section 6 of the Plan. (p) Other Share-Based Awards: Awards granted pursuant to Section 8 of the Plan. (q) Participant: An employee, director, or consultant of, or any Person who performs services for, the

Company or an Affiliate who is selected by the Committee to participate in the Plan.

(r) 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).

(s) Plan: The Amended and Restated Accenture plc 2010 Share Incentive Plan. (t) RSU: A restricted share unit, granted pursuant to Section 8 of the Plan, that represents the right to

receive a Share. (u) Shares: Class A ordinary shares of the Company. (v) Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan. (w) Subsidiary: A “subsidiary corporation” as defined in Section 424(f) of the Code (or any successor

section thereto).

3. Shares Subject to the Plan The total number of Shares that may be used to satisfy Awards under the Plan is 74,000,000. 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 a Participant upon the exercise or payment of an Award shall reduce the total number of Shares available under the Plan, as applicable. Shares that are subject to Awards that terminate, lapse or are cancelled may again be used to satisfy Awards under the Plan.

4. Administration The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in

part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “Non-Employee Directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and “independent directors” within the meaning of the New York Stock Exchange or other applicable listed company rules. Additionally, the Committee may delegate the authority to grant Awards under the Plan to any employee or group of employees of the Company or an Affiliate; provided that such delegation and grants are consistent with applicable law and guidelines established by the Board from time to time. The Committee may grant Awards under this Plan only to Participants; provided that Awards may also, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by the Company, its predecessor, Accenture Ltd, or the Company’s Affiliates or a company that becomes an Affiliate. The number of Shares underlying such substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary 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, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes of any relevant jurisdiction as a result of the granting, vesting or exercise of an Award, the delivery of cash or Shares pursuant to an Award, or upon 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 Board Approval Date, but Awards

theretofore granted 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

for United States federal income tax purposes (or other types of Options in jurisdictions outside the United States), as evidenced by the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine:

(a) Grant Price; Exercisability. Options granted under the Plan shall have a Grant Price that is not less than the Fair Market Value of a Share on the date of grant (other than in the case of Options granted in substitution of previously granted awards, as described in Section 4, or as provided under Section 8), and shall be exercisable at such 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 be exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by 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 the Shares as to which an Option is exercised shall be paid in full no later than the time when Shares are delivered following option exercise, with such payment made to the Company (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, by net-settlement in Shares or by transferring Shares having a Fair Market Value equal to the aggregate Grant Price for the Shares being purchased to 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 as established from time to time by the Committee or generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) through the delivery of irrevocable

instructions to a broker to sell Shares obtained upon the exercise of the Option and deliver promptly to the Company an amount out of the proceeds of such sale equal to the aggregate Grant Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, the Participant has paid in full for such Shares, the Shares in question have been registered in the Company’s register of shareholders and, if applicable, the Participant has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(c) ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. No ISO shall have a per Share Grant Price of less than the Fair Market Value of a Share on the date granted or have a term in excess of ten years; provided, however, that no ISO may be granted to any Participant who at the time of such grant, owns more than ten percent of the total combined voting power of all classes of shares of the Company or of any Subsidiary, unless (i) the Grant Price for such ISO is at least 110% of the Fair Market Value of a Share on the date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired upon the exercise of an ISO either (A) within two years after the date of grant of such ISO or (B) within one year after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the amount realized upon such disposition. All Options granted under the Plan are intended to be nonqualified stock options, unless the applicable Award agreement expressly states that the Option is intended to be an ISO. If an Option is intended to be an ISO, and if for any reason such Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified stock option granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to nonqualified stock options. In no event shall any member of the Committee, the Company or any of its Affiliates (or their respective employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of an Option to qualify for any reason as an ISO.

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

(e) Repricing of Options. Notwithstanding any provision herein to the contrary, the repricing of an Option, once granted hereunder, is prohibited without prior approval of the Company’s shareholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of an Option to lower the Grant Price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option in exchange for another Award at a time when the Grant Price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change permitted under Section 9(a) below.

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 Share Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, (B) shall cover the same number of Shares covered by an Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same terms 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 the Committee that is not less than the Fair Market Value of a Share on the date of grant (other than in the case of Share Appreciation Rights granted in substitution of previously granted awards, as

described in Section 4). Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon exercise to a payment from the Company of an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion thereof, 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 Market Value on the exercise date of one Share over (y) the Grant Price per Share, times (II) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. If the payment is made, in whole or in part, in newly issued Shares, the Participant shall agree to pay to the Company the aggregate par value of such Shares. Share Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Share Appreciation Right is being exercised. No fractional Shares will be issued in payment for Share Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number 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 or transferability of Share Appreciation Rights as it may deem fit.

(d) Repricing of Share Appreciation Rights. Notwithstanding any provision herein to the contrary, the repricing of a Share Appreciation Right, once granted hereunder, is prohibited without prior approval of the Company’s shareholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of a Share Appreciation Right to lower its exercise price; (ii) any other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling a Share Appreciation Right in exchange for another Award at a time when its exercise price is greater than the Fair Market Value of the underlying Shares, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change permitted under Section 9(a) below.

8. Other Share-Based Awards The Committee, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares, Awards of

RSUs and other 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 the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Share-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine: (i) to whom and when Other Share-Based Awards will be made; (ii) the number of Shares to be awarded under (or otherwise related to) such Other Share-Based Awards; (iii) whether such Other Share-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (iv) all other terms and conditions of such Other Share-Based Awards (including, without limitation, the vesting provisions thereof, any required payments to be received from Participants and other provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

9. Adjustments Upon Certain Events Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all

Awards granted under the Plan: (a) Generally. In the event of any change in the outstanding Shares after the Board Approval 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 shall 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 or pursuant 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 Board Approval Date, the Committee may, in its sole discretion (but subject to Section 17), provide for the termination of an Award upon the consummation of the Change in Control and (x) the payment of a cash amount in exchange for the cancellation of an Award which, in the case of Options and Share Appreciation Rights, may equal the excess, if any, of the Fair Market Value of the Shares subject to such Options or 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 any affected 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 the employment or service or consulting relationship of a Participant and shall not lessen or affect the Company’s or Affiliate’s right to terminate the employment or service or consulting relationship of such Participant. No Participant or other person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. 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 or representative 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

Participant other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be exercised 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

made which (a) without the approval of the shareholders of the Company, would (except as provided in Section 9 of the Plan) increase the total number of Shares reserved for the purposes of the Plan, or (b) without the consent of a Participant, would materially adversely effect any of the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit Awards to meet the requirements of the Code or other applicable laws.

14. International Participants With respect to Participants who reside or work outside the United States of America, the Committee may, in

its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied 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 to conflicts of laws.

16. Effectiveness of the Plan The Plan shall be effective as of the Effective Date.

17. Section 409A Notwithstanding other provisions of the Plan or any Award agreements thereunder, no Award shall be granted,

deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. If pursuant to the provisions of Section 409A of the Code any distribution or payment is required to be delayed as a result of a Participant being deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then any such distributions or payments under the Plan shall not be made or provided prior to the earlier of (A) the expiration of the six month period measured from the date of the Participant’s separation from service (as defined under Section 409A of the Code) or (B) the date of the Participant’s death. The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither the Company, the Committee nor any of the Company’s employees, directors or representatives shall have any liability to Participants with respect to this Section 17.