<\/a>
\nSection 4.4. Adjustment upon Changes in Capitalization; Adjustments upon Changes of Control; Representatives, Successors and Assigns<\/u>.<\/span><\/p>\n (a) In the event of any change in the outstanding Common Shares by reason of stock dividends, stock splits, reverse stock splits, spin-offs, split-ups,
\nrecapitalizations, combinations, exchanges of shares and the like, the term \u0093Covered Shares\u0094 shall refer to and include the securities received or resulting therefrom, but only to the extent such securities are received in exchange for or
\nin respect of Covered Shares. Upon the occurrence of any event described in the immediately preceding sentence, the Accenture SCA Partners Committee shall make such adjustments to or interpretations of the provisions of Sections 2.1, 2.2 and 4.1
\n(and, if they so determine, any other provisions hereof) as they shall deem necessary or desirable to carry out the intent of such provision(s). If the Accenture SCA Partners Committee deems it desirable, any such adjustments may take effect from
\nthe record date, the \u0093when issued trading date\u0094, the \u0093ex dividend date\u0094 or another appropriate date. <\/span><\/p>\n (b) In the event of any business combination, amalgamation, restructuring, recapitalization or other extraordinary transaction directly or indirectly involving
\nAccenture SCA, its Subsidiaries or any of their respective securities or assets as a result of which the Covered Persons shall hold voting securities of an entity other than Accenture SCA, the Covered Persons agree that this Agreement shall also
\ncontinue in full force and effect with respect to such voting securities of such other entity formerly representing or distributed in respect of Covered Shares of Accenture SCA, and the terms \u0093Covered Shares,\u0094 \u0093Common Shares\u0094,
\n\u0093Employee Covered Shares,\u0094 and \u0093Accenture SCA\u0094 and \u0093Company,\u0094 shall refer to such voting securities formerly representing or distributed in respect of Covered Shares of Accenture SCA and such entity, respectively. Upon
\nthe occurrence of any event described in the immediately preceding sentence, the Accenture SCA Partners Committee shall make such adjustments to or interpretations of the restrictions of Section 2.1 (and, if it so determines, any other provisions
\nhereof) as they shall deem necessary or desirable to carry out the intent of such provision(s). If the Accenture SCA Partners Committee deems it desirable, any such adjustments may take effect from the record date or another appropriate
\ndate.<\/span><\/p>\n (c) In the event of any business combination, amalgamation, restructuring, recapitalization or other extraordinary transaction directly or indirectly involving the
\nCompany or any of its securities or assets as a result of which the holders of Accenture Ltd Class A Common Shares shall hold voting securities of a different entity, the Covered Persons agree that the term \u0093Accenture Ltd Class A Common
\nShares\u0094 shall refer to such voting securities formerly representing or distributed in respect of Accenture Ltd Class A Common Shares. Upon the occurrence of any event described in the immediately preceding sentence, the Accenture SCA Partners
\nCommittee shall make such adjustments to or interpretations of Section 2.2 or 4.1 (and, if it so determines, any other provisions hereof) as it shall deem necessary or desirable to carry out the intent of such provision(s). If the Accenture SCA
\nPartners Committee deems it desirable, any such adjustments may take effect from the record date or another appropriate date.<\/span><\/p>\n (d) This Agreement shall be binding upon and inure to the benefit of the respective legatees, legal representatives, successors and assigns of the Covered Persons
\n(and Accenture SCA in the event of a transaction described in Section 4.4(b) hereof); provided, however, that a Covered Person may not assign this Agreement or any of his rights or obligations hereunder without the prior written consent of Accenture
\nSCA, and any assignment without such consent by a Covered Person shall be void; and, provided, further, that no assignment of this Agreement by Accenture SCA or to a successor of Accenture SCA (by operation of law or otherwise) shall be valid unless
\nsuch assignment is made to a person which succeeds to the business of Accenture SCA substantially as an entirety.<\/span><\/p>\n
\n<\/a>
\nSection 4.5. Filing of Schedule 13D or 13G<\/u>.<\/span><\/p>\n (a) In the event that a Covered Person is required to file a report of beneficial ownership on Schedule 13D or 13G with respect to the Common Shares beneficially
\nowned by him (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), such Covered Person agrees for the benefit of every other Covered Person that, unless otherwise directed by the Accenture SCA Partners Committee,
\nsuch Covered Person will not file a separate such report, but will file a report together with the other Covered Persons, containing the information required by the Exchange Act, and such Covered Person understands and agrees that such report shall
\nbe filed on his behalf by the Accenture SCA Partners Committee or any member or designee thereof. Such Covered Person shall cooperate fully with the other Covered Persons and the Accenture SCA Partners Committee to achieve the timely filing of any
\nsuch report and any amendments thereto as may be required, and such Covered Person agrees that any information concerning such Covered Person which such Covered Person furnishes in connection with the preparation and filing of such report will be
\ncomplete and accurate.<\/span><\/p>\n By his signature hereto, each Covered Person appoints the Accenture SCA Partners Committee and each member thereof from time to time individually, with full power