WILLIAM D. GREEN
	Chief Executive Officer

NOTICE OF THE 2005 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To our Shareholders:

      You are hereby notified that the 2005 Annual General Meeting of Shareholders of Accenture Ltd will be held at 10:00 a.m., local time, on February 2, 2005, at the Sheraton Reston Hotel, 11810 Sunrise Valley Drive, Reston, Virginia 20191, USA, to receive the report of our independent auditors and the financial statements for our fiscal year ended August 31, 2004, and to vote upon the following proposals:

      The Board has set December 6, 2004 as the record date for the meeting. This means that only those persons who were registered holders of Accenture Ltd’s Class A common shares or Class X common shares at the close of business on that record date will be entitled to receive notice of the meeting and to attend and vote at the meeting.

	By order of the Board of Directors,
	DOUGLAS G. SCRIVNER
	General Counsel and Secretary

December      , 2004

TABLE OF CONTENTS

PROXY STATEMENT

GENERAL INFORMATION

      The Board of Directors (the “Board”) of Accenture Ltd (the “Company”) is soliciting your proxy for use at the 2005 Annual General Meeting of Shareholders (the “Annual Meeting”) to be held on February 2, 2005. These proxy materials are first being sent to shareholders beginning on or about December      , 2004.

      A copy of our Annual Report on Form 10-K for the year ended August 31, 2004 accompanies this proxy statement. Shareholders may obtain a copy of the exhibits to our Form 10-K by making a written request to our Investor Relations Group at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105 USA.

      Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations. As of August 31, 2004, we had more than 100,000 employees based in over 110 offices in 48 countries delivering to our clients a wide range of management consulting, technology and outsourcing services and solutions. We operate globally with one common brand and business model designed to enable us to serve our clients on a consistent basis around the world. We work with clients of all sizes and have extensive relationships with the world’s leading companies and governments.

      Our website address is www.accenture.com. We make available free of charge on the Investor Relations section of our website (http://investor.accenture.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”). We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of Business Ethics, our Corporate Governance Guidelines and the charters of each of the Board’s committees. We do not intend for information made available through our website to be part of this proxy statement.

      You also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC, 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

      Accenture Ltd maintains a registered office in Bermuda at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda. Our telephone number in Bermuda is +1 441-296-8262. You may contact our Investor Relations Group by telephone in the United States and Puerto Rico at 1-877-ACN-5659 (1-877-226-5659) and outside the United States and Puerto Rico at +1 703-797-1711.

      We use the term “partner” in this proxy statement to refer to the executive employees of Accenture with the “partner” title. We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture Ltd and its subsidiaries. All references to “fiscal years,” refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal 2004” means the 12-month period that ended on August 31, 2004.

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ABOUT THE ANNUAL MEETING

Date, Time and Place of the Annual Meeting

      We will hold the Annual Meeting at 10:00 a.m., local time, on February 2, 2005, at the Sheraton Reston Hotel, 11810 Sunrise Valley Drive, Reston, Virginia 20191, USA, subject to any adjournments or postponements.

Who Can Vote; Votes Per Share

      The Board has set December 6, 2004 as the record date for the Annual Meeting. All persons who were registered holders of Accenture Ltd’s Class A common shares or Class X common shares at the close of business on that date are shareholders of record for the purposes of the Annual Meeting and will be entitled to vote at the Annual Meeting. As of the close of business on that date, there were l Class A common shares outstanding (which number does not include l issued shares held by subsidiaries of Accenture) and l Class X common shares outstanding. Class A common shares held by our subsidiaries are expected to be voted in a manner that will have no impact on the outcome of any vote of the shareholders of Accenture Ltd.

      Each shareholder of record will be entitled to one vote per Class A common share and one vote per Class X common share on each matter submitted to a vote of shareholders, so long as those votes are represented at the Annual Meeting, either in person or by proxy. Holders of Class A common shares and Class X common shares will vote together, and not as separate classes, on all matters being considered at the Annual Meeting. Your shares will be represented if you attend and vote at the Annual Meeting or if you submit a proxy.

How to Vote; Submitting Your Proxy; Revoking Your Proxy

      You may vote your shares either by voting in person at the Annual Meeting or by submitting a completed proxy. By submitting your proxy, you are legally authorizing another person to vote your shares. The enclosed proxy designates William D. Green, Michael G. McGrath and Douglas G. Scrivner to vote your shares in accordance with the voting instructions you indicate in your proxy.

      If you submit your proxy designating William D. Green, Michael G. McGrath and Douglas G. Scrivner as the individuals authorized to vote your shares, but you do not indicate how your shares are to be voted, then your shares will be voted by those individuals in accordance with the Board’s recommendations, which are described in this proxy statement. In addition, if any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this proxy statement), then William D. Green, Michael G. McGrath and Douglas G. Scrivner will have the authority to vote your shares on those matters in accordance with their discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this proxy statement.

      You may submit your proxy either by mailing us a proxy card or by telephone (at the number set forth in the accompanying proxy materials) or via the Internet (www.votefast.com). Please let us know whether you plan to attend the Annual Meeting by marking the appropriate box on your proxy card or by following the instructions provided when you submit your proxy by telephone or via the Internet. In order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive your mailed proxy by 5:00 p.m., Eastern Standard Time, on February 1, 2005 (January 28, 2005 for Accenture employees who are submitting proxies for shares received through our employee plans and held by Smith Barney). If you submit your proxy by telephone or via the Internet, then you may submit your voting instructions up until 11:59 p.m., Eastern Standard Time, on February 1, 2005

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      Once you have submitted your proxy, you may revoke your proxy before it is voted at the Annual Meeting by sending a written notice to our Secretary at 1661 Page Mill Road, Palo Alto, California, 94304, USA. Any such notice must be received no later than one hour prior to the beginning of the Annual Meeting. If you wish to revoke your submitted proxy card and submit new voting instructions, then you must sign, date and mail a new proxy card with your new voting instructions, which we must receive by 5:00 p.m., Eastern Standard Time, on February 1, 2005 (January 28, 2005 for Accenture employees who are submitting proxies for shares received through our employee plans and held by Smith Barney), or you can revoke your proxy in person and vote your shares at the meeting. If you submit your proxy by telephone or via the Internet, you can revoke your submitted proxy and/or submit new voting instructions by that same method, which must be received by 11:59 p.m., Eastern Standard Time, on February 1, 2005 (January 28, 2005 for Accenture employees who are submitting proxies for shares received through our employee plans and held by Smith Barney). Attending the Annual Meeting without taking one of the actions above will not revoke your proxy.

      Your vote is very important to us. If you do not plan to attend the Annual Meeting, we encourage you to read the enclosed proxy statement and submit your completed proxy prior to the Annual Meeting so that your shares will be represented and voted in accordance with your instructions.

      If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a “nominee”), then your name will not appear in Accenture Ltd’s register of shareholders. Those shares are held in your nominee’s name, on your behalf, and your nominee will be entitled to vote your shares. This applies to our employees who received, through our employee plans, shares that are held by Smith Barney and/or UBS Financial Services Inc. In order for you to attend the Annual Meeting, you must bring a letter or account statement showing that you beneficially own the shares held by the nominee. Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your nominee. Rather, you should instruct your nominee how to vote those shares on your behalf.

Quorum and Voting Requirements

      In order to establish a quorum at the Annual Meeting, there must be at least two shareholders represented at the meeting, either in person or by proxy, who have the right to attend and vote at the meeting, and who hold shares representing more than 50 percent of the votes that may be cast by all shareholders of record. For purposes of determining a quorum, abstentions and broker “non-votes” are counted as represented. A “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares.

      For each of the proposals being considered at the Annual Meeting, approval of the proposal requires the affirmative vote of a majority of the votes cast. There is no cumulative voting in the appointment of directors. The appointments of the three director nominees will be considered and voted upon as separate proposals. Abstentions and broker “non-votes” will not affect the voting results.

Proxy Solicitation

      Accenture Ltd will bear the costs of soliciting proxies from the holders of our Class A common shares and Class X common shares. In addition to the solicitation of proxies by mail and e-mail, solicitation may be made by certain of our directors, officers and selected other Accenture employees

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2004 Audited Financial Statements

      At the Annual Meeting, we will present the audited consolidated financial statements for our fiscal year ended August 31, 2004. Copies of these financial statements are included in our Annual Report on Form 10-K, which we are delivering to you with this proxy statement. You may also access these materials through our website at http://investor.accenture.com.

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PROPOSAL NO. 1— APPOINTMENT OF DIRECTORS

      The Board currently has 13 members, who are divided into three classes based upon the cycle of their respective terms in office. At each annual general meeting of shareholders, the appointment of the directors constituting one class of Board membership expires, and the shareholders vote at that meeting to appoint the directors nominated for these Board positions, each to hold office for a three-year term.

      On September 1, 2004, Stephan A. James resigned from the Board as a result of his retirement as a partner of Accenture. The Board may appoint additional directors, in accordance with Accenture’s bye-laws, upon the recommendation of the Nominating & Governance Committee. The Nominating & Governance Committee has decided not to recommend filling the vacancy created by Mr. James’s departure at this time.

      The terms of both Joel P. Friedman and Masakatsu Mori as Class I directors expire at the Annual Meeting. The Nominating & Governance Committee has decided, with the agreement of each of Mr. Friedman and Mr. Mori, not to recommend the nomination of Mr. Friedman or Mr. Mori for a subsequent term. At this time, the Board has not proposed any director nominees, other than the Class I director nominees identified below. Accordingly, at the Annual Meeting, three directors are being nominated for new three-year terms.

      The Board may appoint additional directors, in accordance with Accenture’s bye-laws, upon the recommendation of the Nominating & Governance Committee. In addition, the Board has the authority under the bye-laws to establish the size of the Board. In accordance with the principles set forth in our Corporate Governance Guidelines, the Board may adjust the number of directors comprising the Board.

      Proxies cannot be voted for a greater number of persons than the number of nominees named.

Class I Directors

      All of the Class I directorships expire at this year’s Annual Meeting. The Board is nominating three individuals for appointment as Class I directors, each for a term expiring at the 2008 Annual General Meeting of Shareholders. All of the director nominees are current Board members:

            Joe W. Forehand

            Blythe J. McGarvie

            Sir Mark Moody-Stuart

      THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF EACH OF THE BOARD’S THREE DIRECTOR NOMINEES.

      If you submit your proxy designating William D. Green, Michael G. McGrath and Douglas G. Scrivner as your proxies but do not indicate how your shares should be voted, then your shares will be voted in favor of the appointment of all of the nominees. If any nominee is unwilling or unable to serve as a director, then the Board will propose another person in place of that original nominee, and the individuals designated as your proxies will vote to appoint that proposed person, unless the Board decides to reduce the number of directors constituting the full Board. It is currently anticipated that all of the nominees will be willing and able to serve as directors.

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BOARD AND CORPORATE GOVERNANCE MATTERS

Director Biographies

      Set forth below are the biographies of our director nominees and our directors.

Class I Director Nominees

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Other Current Directors

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Communicating with the Board

      The Board welcomes your questions and comments. If you would like to communicate directly with our Board, our outside directors as a group or Sir Mark Moody-Stuart, our Lead Outside Director, then you may submit your communication to our General Counsel and Secretary, Accenture Ltd, 1661 Page Mill Road, Palo Alto, California, 94304, USA. All appropriate communications and concerns will be forwarded to our Board, our outside directors as a group or our Lead Outside Director, as applicable. We also have established mechanisms for communicating concerns or questions to our compliance office; those with such concerns may send an e-mail to compliance.program@accenture.com or contact the Accenture Ethics Line by phone at 1-312-737-8262. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against anyone for raising a concern. If you wish to raise your concern in an anonymous manner, then you may do so.

Board Meetings and Committees

      The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings, and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s management team and operations, as a basis for discharging their oversight responsibilities. During fiscal 2004, the Board held five meetings. Each of the directors who served during fiscal 2004 attended at least 75% of the aggregate of Board meetings and meetings of any Board committee on which he or she served during fiscal 2004. All of our Board members attended the 2004 Annual General Meeting of Shareholders.

      The Board’s outside directors meet separately at each regularly scheduled Board meeting. During fiscal 2004, the Board’s outside directors held four such meetings. Each meeting was led by Sir Mark Moody-Stuart, who was appointed by the Board in November 2002 to act as the Board’s Lead Outside Director.

      The Board maintains an Audit Committee, a Compensation Committee, a Nominating & Governance Committee and a Finance Committee. Each of these committees operates pursuant to a written charter,

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Director Independence

      The Board has determined that each of its outside directors, with the exception of Steven A. Ballmer, and each member of its committees, with the exception of Carlos Vidal, who replaced William D. Green as a member of the Finance Committee, satisfies the independence standards set forth in Accenture’s Corporate Governance Guidelines, as well as the independence requirements of applicable federal law and the New York Stock Exchange. The Board determined that, given the significance of the Company’s relationships with Microsoft Corp., Mr. Ballmer’s employer, Mr. Ballmer should not be considered independent. Mr. Vidal is not considered independent because he is an executive officer of Accenture. A copy of the independence standards adopted by the Board is attached to this proxy statement as Schedule I. These independence standards also are available as an appendix to our Corporate Governance Guidelines, which are available through our Investor Relations page at http://investor.accenture.com.

Audit Committee

      The Audit Committee was established by the Board for the purpose of overseeing Accenture’s accounting and financial reporting processes and audits of our financial statements, in accordance with Section 10A(m) of the Securities and Exchange Act of 1934, as amended. The Audit Committee members are Blythe J. McGarvie (who continues to serve as chair), William L. Kimsey and Wulf von Schimmelmann. The Board has determined that each of its members meets the financial literacy and independence requirements of the New York Stock Exchange, and that each of Ms. McGarvie and Mr. Kimsey qualifies as an “audit committee financial expert” for purposes of the rules and regulations of the SEC. Accenture does not limit the number of audit committees on which its audit committee members may serve. Each of Ms. McGarvie and Mr. Kimsey simultaneously serves on the audit committees of more than three public companies, and the Board has determined in each case that such simultaneous service does not impair the ability of that person to effectively serve on the Audit Committee. The Board will continue to monitor and assess the audit committee membership of its Audit Committee members on a regular basis.

      The Audit Committee’s primary duties and responsibilities are to:

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      The Audit Committee held nine meetings in fiscal 2004, five of which were held by teleconference.

Compensation Committee

      The Compensation Committee consists of three independent directors: Sir Mark Moody-Stuart (who serves as chair), Dina Dublon and Dennis F. Hightower. The Compensation Committee’s primary duties and responsibilities are to:

      The Compensation Committee held seven meetings in fiscal 2004, three of which were held by teleconference.

Nominating & Governance Committee

      The Nominating & Governance Committee consists of three independent directors: Wulf von Schimmelmann, (who serves as chair), Dennis F. Hightower and Robert I. Lipp. The Nominating & Governance Committee’s primary duties and responsibilities are to:

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      The Nominating & Governance Committee held five meetings in fiscal 2004, one of which was held by teleconference.

      In evaluating candidates for Board membership, the Nominating & Governance Committee considers whether the candidate will complement the Board’s geographic, age, gender and ethnic diversity and assesses the contribution that the candidate’s skills and expertise will make with respect to guiding and overseeing Accenture’s strategy and operations. The Nominating & Governance Committee seeks candidates who have the ability to develop a deep understanding of our business and the time and the judgment to effectively carry out their responsibilities as a member of the Board.

      To date, the majority of the Board’s outside directors have been identified with the assistance of a professional search firm specializing in this type of work. Others are individuals known to Board members through business or other relationships. Potential candidates are interviewed by members of the Nominating & Governance Committee (and, in some instances, other Board members) and, as appropriate, by members of our management team. Final consideration of the nominee is then conducted by the entire Board.

      While the Nominating & Governance Committee has not adopted a specific policy regarding the consideration of shareholder nominees for directors, our Corporate Governance Guidelines detail the process for shareholders who wish to send a recommendation for future nominees for Board membership. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation with the name and other pertinent information of the nominee to: Mr. Wulf von Schimmelmann, Chairman of the Nominating & Governance Committee, c/o Accenture, 1661 Page Mill Road, Palo Alto, California, 94304, USA, Attention: General Counsel and Secretary.

Finance Committee

      The Finance Committee consists of four directors. In fiscal 2004, the committee members were Dina Dublon (who serves as chair), Sir Mark Moody-Stuart, Robert I. Lipp and William D. Green. In August 2004, Carlos Vidal was appointed to replace Mr. Green. Each of Mr. Vidal and Mr. Green is an executive officer of Accenture. The Finance Committee’s primary duties and responsibilities are to:

      The Finance Committee was formed in November 2003 and held four meetings in fiscal 2004, one of which was held by teleconference.

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REPORTS OF THE COMMITTEES OF THE BOARD

Report of the Audit Committee

      The Audit Committee of the Board is primarily responsible for the oversight of: (1) the quality and integrity of the Company’s accounting and reporting practices and controls, and its financial statements and reports; (2) the Company’s compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; and (4) the performance of the Company’s internal audit function and independent auditors. A complete description of the Committee’s function may be found in its charter, which may be accessed through the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.

      The Audit Committee met nine times during fiscal 2004 and routinely reported its activities to the full Board. At these meetings, the Committee met with senior members of management (including the Company’s CEO, CFO, principal accounting officer, chief risk officer and its general counsel and compliance officer), internal audit, tax, finance, treasury and legal personnel, and the Company’s independent auditors. This year, the Committee focused on several topics, including:

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      As part of its oversight role and in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended, and the Board approved, the inclusion of the Company’s audited financial statements in its Annual Report on Form 10-K for the fiscal year ended August 31, 2004 for filing with the SEC and presentation to the Company’s shareholders. The Audit Committee also recommended that KPMG LLP be re-appointed as the Company’s independent auditors to serve until the 2006 annual general meeting of shareholders, and that the Board submit this appointment to the Company’s shareholders for approval at the Annual Meeting.

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Report of the Compensation Committee on Executive Compensation

      The responsibilities of the Compensation Committee (the “Committee”) are to establish the annual compensation of the chief executive officer and the other executive officers of the Company; to oversee the administration of the Company’s employee share purchase plan and share incentive plan; and to review the compensation paid to members of the Board and to make recommendations to the Board regarding Board compensation. A complete description of the Committee’s function may be found in its charter, a copy of which is available in the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.

      During the fiscal year ended August 31, 2004, the Committee held seven meetings and routinely reported its activities to the full Board. Items of particular interest considered at these meetings included: (i) a significantly revised compensation program applicable to all of the Company’s senior executives, including the chief executive officer and other executive officers; (ii) a supplemental compensatory grant of options to be awarded in fiscal 2005 to the company’s highest-performing partners as part of the significantly revised compensation program for the Company’s senior executives; and (iii) a compensation model for executives in the Company’s business process outsourcing organization. In addition, the Committee addressed a variety of matters related to the Company’s equity plans, considered the compensation of the non-management members of the Board and commissioned external professionals to provide information needed to consider and set the compensation of the chief executive officer and other executive officers.

      The Company’s compensation model for its executives is designed to encourage and build on its strong “owner-operator” culture and, therefore, align the mindset and financial interests of its executives and shareholders. The model is intended to provide an environment best suited to attract and retain executives key to the Company’s success by offering competitive base compensation, together with an opportunity to receive significant performance-based compensation based on both individual and Company performance.

      In setting the compensation of the Company’s executive officers, the Committee considered (1) input from the Nominating & Governance Committee regarding the performance of the chief executive officer; (2) the chief executive officer’s assessment of the performance of the other executive officers (including an assessment of each individual’s contribution to the Company’s annual objectives, including growth in earnings per share, net revenues, free cash flow and shareholder value, its overall performance against competitors and growth in employee and client satisfaction); and (3) feedback from the Company’s partners’ income committee, a committee comprised of our executive officers and partners appointed by the chief executive officer that considers feedback regarding the performance of each executive officer. In addition, the Committee considered the results of a survey it commissioned and which was conducted by an independent third party to evaluate the Company’s compensation model against other large global companies both within and outside of the Company’s industry.

      The compensation of the Company’s executive officers (as well as all of our partner-employees) consists of the following components:

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Future Enhancements to Executive Compensation

      In fiscal 2004, management proposed enhancements to its compensation program for senior executives so it can continue to attract and retain the industry’s most talented people and to closely align the interests of its senior executives and public shareholders. As part of this program, in fiscal 2004 management proposed, and the Committee approved, a proposal to award up to $170 million worth of stock options to its highest-performing partners. Beginning in fiscal year 2006, the enhanced program for senior executives will expand the use of equity in the form of restricted stock units, rather than cash or stock options, both as a reward at the time of a promotion and to recognize outstanding performance measured on an annual basis.

      The Company’s partner-employees (including executive officers) were also expected to participate in a Voluntary Equity Investment Program, a program through which they could acquire equity at a

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      In fiscal year 2004, Mr. Forehand’s compensation was set by the Committee in accordance with the protocol described above.

      In addition, in June 2004 the Committee approved a performance-based restricted share unit grant to Mr. Forehand. The maximum number of shares covered by the award is 247,499 Accenture Ltd Class A common shares. In order for Mr. Forehand to benefit from the grant, the goals approved by the Committee for the Company’s operating income for the three fiscal-year period ending on August 31, 2006 and/or the goals approved by the Committee in respect of total shareholder return for such period, as compared to a peer group approved by the Committee, must be met. Fifty percent of the award is conditioned upon achievement of the operating income goals and fifty percent of the award is conditioned upon achievement of the total shareholder return goals. The award is also subject to Mr. Forehand’s continued service to the Company as Chairman of the Board. The shares that vest under the award, if any, will be delivered on or after December 1, 2006.

      Mr. Forehand’s base and performance compensation is reported in the “Salary” column of the Summary Compensation Table on page 23 of this proxy statement. His variable compensation and restricted share unit grant are noted in the columns entitled “Bonus” and “Restricted Share Unit Award,” respectively. In setting Mr. Forehand’s compensation, the Committee considered his performance against specific targets including financial measures (revenue growth, earnings per share performance, growth in free cash flow and return on equity), the growth in both client and employee satisfaction, and progress in steps designed to position the Company strategically.

      Section 162(m) of the Internal Revenue Code of 1986 places a limit on the tax deduction for compensation in excess of $1 million paid to certain U.S. “covered employees” of a publicly held corporation (generally the corporation’s chief executive officer and its next four most highly compensated executive officers in the year that the compensation is paid). As a result of the Company’s legal structure, Accenture is not subject to the tax deduction limitations of Section 162(m).

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Report of the Nominating & Governance Committee

      The Nominating & Governance Committee of the Board is primarily responsible for: (1) assessing and selecting/ nominating (or recommending to the Board for its selection/ nomination) strong and capable candidates to serve on the Board; (2) making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board and its various committees; (3) overseeing the Company’s CEO succession planning process; (4) conducting the annual review of the CEO; (5) developing and recommending to the Board a set of corporate governance principles; and (6) taking a leadership role in shaping the corporate governance of the Company. A complete description of the Committee’s function may be found in its charter, as revised and approved by the Board in 2003, a copy of which may be accessed through the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.

      The Committee met five times during fiscal 2004 and routinely reported its activities to the full Board. At these meetings, the Committee:

The Committee will continue to assess the needs of the Board and, as the need arises, will engage in a search for new or additional members. It will also continue to focus on ensuring that the Company’s governance model promotes the efficient and thorough governance of the Company for its benefit and that of its shareholders.

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Report of the Finance Committee

      The Finance Committee of the Board provides oversight of the Company’s (1) capital structure, including its finance strategy and activities; (2) partner share management plan; (3) treasury function; (4) pension, insurance and 401(k) retirement plans; and (5) acquisition strategy. A complete description of the Committee’s function may be found in its charter, a copy of which may be accessed through the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.

      The Committee met four times during fiscal 2004 and routinely reported its activities to the full Board. During these meetings, it discussed and adopted a charter and reviewed and provided input regarding the Company’s five-year plan and its financial architecture, including its proposed use of cash, share repurchase strategy, share management program, dividend strategy and investment policy. In addition, the Committee reviewed management’s proposals to provide an extraordinary grant of share options to its highest performing partners and replace the Company’s syndicated credit facilities and recommended each of these proposals for approval by the full Board.

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PROPOSAL NO. 2—APPROVAL OF PROPOSED BYE-LAW AMENDMENTS

      The Board has approved amendments to our bye-laws for the purpose of relocating to the bye-laws, without material change, existing contractual restrictions on dispositions of Accenture Ltd Class A common shares by our partners and former partners, and is submitting the proposed bye-law amendments to our shareholders for approval. The text of the proposed bye-law amendments is attached as Annex A to this proxy statement.

Background; Reasons for and General Effect of the Proposed Amendments

      The voting agreement that our partners signed at the time of our transition to a corporate structure in the spring of 2001 requires a review of its terms every four years. This review was recently completed and, in light of the continuing focus on corporate governance and other issues described below, we recently proposed to our employee-partners certain amendments to the voting agreement and the common agreement subsequently signed by our partners. (Descriptions of these agreements and certain related matters can be found in Annex B to this proxy statement.) As a result of our review of the voting agreement, the employee-partners recently voted to amend the voting agreement to terminate the voting provisions of that agreement. Accordingly, Accenture Ltd Class A and Class X common shares held by such partners will no longer be voted as a block at shareholder meetings. Also based on our review of the voting agreement, we decided to submit the proposed bye-law amendments for shareholder approval at our annual meeting. If approved by shareholders, the proposed amendments will have the effect of collecting and incorporating into the bye-laws all of the transfer restrictions currently contained in the voting agreement (the “voting agreement restrictions”) and in the common agreement. If the proposed bye-law amendments are not approved by shareholders, the existing restrictions will remain in the voting agreement and the common agreement, in full force and effect.

      The voting agreement restrictions may be terminated or waived generally by the affirmative vote of at least 66 2/3% of the Class A and Class X common shares owned by employee-partners, subject to Accenture Ltd’s approval, and may also be waived in particular situations by designated partner representatives. In keeping with the relocation of the existing transfer restrictions to the bye-laws, the proposed bye-law amendments include a provision allowing the Board to terminate or waive the transfer restrictions being relocated to the bye-laws. The proposed bye-law amendments otherwise mirror in all material respects the transfer restrictions currently contained in the voting agreement and the common agreement.

      A U.S. district court recently dismissed a shareholder derivative action against us and five of our current and former partners that alleged that these partners, as a result of having entered into the voting agreement, were subject to Section 16(b) under the Securities Exchange Act of 1934 and therefore were liable to us for the profits they may have received from certain transactions involving their Accenture shareholdings. The district court’s reasoning was consistent with an interpretive letter we had received earlier from the staff of the U.S. Securities and Exchange Commission. Despite these favorable developments, we do not want the possibility of further allegations under Section 16(b) to impede our future ability to (i) compensate our top performers under new, recently announced equity compensation programs for partners or (ii) introduce proposed improvements and initiatives to our Share Management Plan that will provide our partners with the ability to sell or dispose of their shares in individual transactions in an orderly fashion, thereby greatly reducing our need to rely on large, marketed secondary offerings to facilitate dispositions of these shares. We believe the proposed amendments to the bye-laws complement these important initiatives. Further explanation of the proposed initiatives related to our Share Management Plan is contained in Annex C to this proxy statement.

      THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE BYE-LAW AMENDMENTS.

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PROPOSAL NO. 3—RE-APPOINTMENT OF INDEPENDENT AUDITORS

      Our shareholders have the authority to appoint our independent auditors and to authorize the Audit Committee of the Board to determine the auditors’ remuneration. Upon the Audit Committee’s recommendation, the Board has recommended the re-appointment of KPMG LLP as the independent auditors to audit our consolidated financial statements for the fiscal year ending August 31, 2005. The Board is asking our shareholders to approve the re-appointment of KPMG LLP as auditors to hold office until the 2006 Annual General Meeting of Shareholders and to approve the Audit Committee’s authority to determine the auditors’ remuneration.

      We expect that one or more representatives of KPMG LLP will be present at the Annual Meeting. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to any questions.

      THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE-APPOINTMENT OF KPMG LLP AND THE AUDIT COMMITTEE’S AUTHORITY TO DETERMINE KPMG LLP’S REMUNERATION.

21

INDEPENDENT AUDITORS’ FEES AND OTHER MATTERS

Independent Auditors’ Fees

      The following table describes fees for professional audit services rendered by KPMG LLP, Accenture’s principal accountant, for the audit of our annual financial statements for the years ended August 31, 2004 and August 31, 2003, and fees billed for other services rendered by KPMG LLP during these periods.

Procedures For Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

      Pursuant to its charter, the Audit Committee of our Board of Directors is responsible for reviewing and approving, in advance, any audit and any permissible non-audit engagement or relationship between Accenture and its independent auditors. KPMG LLP’s engagement to conduct the audit of Accenture Ltd for fiscal 2004 was approved by the Audit Committee on November 12, 2003. Additionally, each permissible audit and non-audit engagement or relationship between Accenture and KPMG LLP entered into since May 2, 2003 has been reviewed and approved by the Audit Committee, as provided in its charter.

      We have been advised by KPMG LLP that substantially all of the work done in conjunction with its 2004 audit of Accenture Ltd’s financial statements for the most recently completed fiscal year was performed by permanent full-time employees and partners of KPMG LLP.

22

Summary Compensation Table

      The following table sets forth, for fiscal years 2004, 2003 and 2002, the compensation for our chief executive officer and for each of our four most highly compensated executive officers, other than the chief executive officer, serving as executive officers at the end of fiscal 2004. These five persons are referred to, collectively, as the “Named Executive Officers.”

Compensation Committee Interlocks and Insider Participation

      For fiscal 2004, our partners’ compensation, including the compensation of our executive officers, was determined based on the “unit” level of the individual partner. At the beginning of fiscal 2004, a partners’ income committee, consisting of our chief executive officer and partners he appointed, reviewed evaluations and recommendations concerning the performance of partners and determined

23

      As part of Accenture’s budgeting process, the Board approves budgeted amounts for Accenture’s results and cash compensation to the partners, with each partner receiving his or her compensation based on his or her unit allocation. Accenture pays a portion of the total budgeted compensation to partners as a fixed component of compensation and may pay the remainder of the budgeted amount, or more, as a bonus based on actual operating results compared to budgeted amounts.

      Since November 2003, the Compensation Committee has been comprised solely of independent directors: Sir Mark Moody-Stuart (who continues to serve as chair), Dina Dublon and Dennis F. Hightower. Prior to Mr. Hightower’s appointment in November 2003, William D. Green served as a member of the Compensation Committee.

Compensation of Outside Directors

      Except as noted below, each director who is not an employee of Accenture Ltd or its subsidiaries receives: an annual retainer of $50,000, which may be deferred in whole or in part, through receipt of fully-vested restricted share units; an initial grant of an option to purchase 25,000 Class A common shares upon election to the Board; and an annual grant of an option to purchase 10,000 Class A common shares. Each grant of options vests fully after one year (or sooner upon death, disability or involuntary termination, or removal from the Board) and generally expires after 10 years. Mr. Forehand received an award of restricted share units pursuant to which he may receive Accenture Ltd Class A common shares based upon the achievement of certain performance criteria and upon his continued services as Chairman of the Board (see Footnote 3 to the Summary Compensation Table above). Sir Mark Moody-Stuart receives an annual retainer of $125,000 for his service as Lead Outside Director. Steven A. Ballmer has elected not to receive any compensation for his service as a director.

      In addition, each member of our Audit Committee receives additional cash compensation of $5,000 each year for his or her service on the Audit Committee, except that the chair of the Audit Committee receives additional cash compensation each year of $10,000.

Employment Contracts

      Each of our Chief Executive Officer and our Named Executive Officers who are current Accenture employees has entered into an annual employment agreement which is renewed automatically each year. The employment agreements, which are standard employment contracts for Accenture partners, provide that these executive officers will receive compensation as determined by Accenture. Pursuant to the employment agreements, each of the executive officers has also entered into a non-competition agreement whereby each has agreed that, for a specified period, he or she will not (1) associate with and engage in competing services for any competitive enterprise; or (2) solicit or assist any other entity in soliciting any client or prospective client for the purposes of providing competing services, perform competing services for any client or prospective client, or interfere with or damage any relationship between us and a client or prospective client. In addition, each of these executive officers has agreed that for the restricted period he or she will not solicit or employ any Accenture employee or any former employee who ceased working for us within an 18-month period before or after the date on which the executive officer’s employment with us or any of our affiliates terminated.

24

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Under the federal securities laws, our directors, executive officers and 10% shareholders are required within a prescribed period of time to report to the Securities and Exchange Commission transactions and holdings in Accenture Ltd Class A common shares and Class X common shares. Our directors and executive officers are also required to report transactions and holdings in Accenture SCA Class I common shares. Based solely on a review of the copies of such forms received by us and on written representations from certain reporting persons that no annual corrective filings were required for those persons, we believe that during fiscal 2004 all these filing requirements were timely satisfied.

25

PERFORMANCE GRAPH

      The performance graph below shows the cumulative total shareholder return on the Class A common shares for the period starting on July 19, 2001, which was the initial trading date of the Class A common shares, to August 31, 2004, which was the end of fiscal 2004. This is compared with the cumulative total returns over the same period of the S&P 500 Index and a peer group index consisting of Cap Gemini SA, Computer Sciences Corporation, Electronic Data Systems Corporation, Hewlett-Packard Company, International Business Machines Corporation and BearingPoint, Inc. The graph assumes that on July 19, 2001, $100 was invested in our Class A common shares and $100 was invested in each of the other two indices, with dividends reinvested on the date of payment without payment of any commissions. The performance shown in the graph represents past performance and should not be considered an indication of future performance.

Comparison of Cumulative Total Return

July 19, 2001 to August 31, 2004

26

BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

      The following table sets forth, as of November 22, 2004, information regarding the beneficial ownership of Accenture Ltd Class A common shares and Class X common shares and Accenture SCA Class I common shares held by: (1) each director, director nominee and Named Executive Officer; and (2) all of our directors, director nominees and executive officers as a group. To our knowledge, except as otherwise indicated, each person listed below has sole voting and investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days.

27

BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT

      The following table sets forth information as of November 22, 2004 about persons whom we know to be beneficial owners of more than 5% of the issued and outstanding Class A common shares or Class X common shares.

      Two Dutch foundations, Stichting Naritaweg I and Stichting Naritaweg II, hold Accenture Ltd Class X common shares that would otherwise have been held by some of our partners.

      As of November 22, 2004, Accenture SCA, the Accenture Share Employee Compensation Trust and certain wholly-owned subsidiaries of Accenture SCA and Accenture Ltd directly and indirectly beneficially owned an aggregate of 17,844,126 Accenture Ltd Class A common shares, or 3.1% of outstanding Class A common shares. Accenture SCA, these subsidiaries and the Accenture Share Employee Compensation Trust expect to exercise their power to vote or direct the vote of the Accenture Ltd Class A common shares beneficially owned by them in a manner that will have no impact on the outcome of any vote of the shareholders of Accenture Ltd.

SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS

      The 2006 Annual General Meeting of Shareholders is expected to occur in February 2006. In accordance with the rules established by the SEC, any shareholder proposal submitted pursuant to Rule 14a-8 to be included in the proxy statement for that meeting must be received by us by                       , 2005. If you would like to submit a shareholder proposal to be included in those proxy materials, you should send your proposal to our General Counsel and Secretary at 1661 Page Mill Road, Palo Alto, California, 94304, USA. In order for your proposal to be included in the proxy statement, the proposal must comply with the requirements established by the SEC.

      Bermuda law provides that shareholders who collectively hold at least 5% of the total voting rights of the outstanding Class A common shares and Class X common shares, or any group comprised of at least 100 or more registered shareholders, may require a proposal to be submitted to an annual general meeting of shareholders.

      Generally, notice of a proposal must be received at least six weeks before the date of the meeting. Under the SEC’s Rule 14a-4, proxies received within this time period may be voted on matters properly brought before the 2005 Annual General Meeting in the discretion of management without additional proxy statement disclosure about the matter unless Accenture is notified about the matter by                       , 2004.

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INCORPORATION BY REFERENCE

      To the extent that this proxy statement is incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, the sections of this proxy statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC), “Report of the Compensation Committee on Executive Compensation,” “Report of the Finance Committee,” “Report of the Nominating & Governance Committee” and “Performance Graph” will not be deemed incorporated, unless specifically provided otherwise in that other filing.

SUBMITTING YOUR PROXY BY TELEPHONE OR VIA THE INTERNET

      You may submit your proxy either by mail, by telephone or via the Internet. Please see the proxy card that accompanies this proxy statement for specific instructions on how to submit your proxy by any of these methods.

      If you submit your proxy by telephone or via the Internet, then in order for your vote to be counted, your proxy must be received by 11:59 p.m., Eastern Standard Time, on February 1, 2005 (January 28, 2005 for Accenture employees who are submitting proxies for shares received through our employee plans and held by Smith Barney). Even if you submit your proxy by telephone or via the Internet, you can still vote your shares in person if you decide to attend the Annual Meeting.

      The telephone and Internet proxy submission procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. We have been advised that the Internet proxy submission procedures that have been made available to you are consistent with the requirements of applicable law. If you submit your proxy via the Internet, then you should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which you must bear.

ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS

      Our shareholder communications are available electronically. You may elect to receive or access future copies of these materials electronically as an alternative to receiving printed copies by mail. By signing up for electronic delivery, you can receive shareholder communications as soon as they are available without waiting for them to arrive in the mail. You can also reduce the number of bulky documents in your personal files, eliminate duplicate mailings, conserve natural resources and help us reduce our printing and mailing costs. If you are an employee shareholder, then you will receive these materials electronically but will have the right to receive printed copies by mail. To sign up for electronic delivery, please submit your proxy via the Internet at www.votefast.com and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years, or you can check the box on your proxy card to indicate that you agree to receive or access these communications electronically. If you are an employee shareholder who would like to receive printed copies by mail, or if you would like to revoke your previously provided consent to electronic delivery, you may write or call our Investor Relations Group at the following address or phone number: Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105 USA, telephone number +1 877-ACN-5659 (+1 877-226-5659) in the United States and Puerto Rico and +1 703-797-1711 outside the United States and Puerto Rico.

December      , 2004

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INDEPENDENCE STANDARDS

      The Board of Directors of Accenture Ltd has established the following standards to assist it in assessing director independence:

Revised as of November 12, 2003

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PROPOSED AMENDMENTS TO THE BYE-LAWS OF ACCENTURE LTD

Restrictions on Transfer of Covered Shares

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8

SUMMARY OF CERTAIN AGREEMENTS AND ARRANGEMENTS

Reorganization and Related Transactions

      We completed a series of transactions during fiscal years 2001 and 2002 in order to have Accenture assume a corporate structure. The principal reorganization transactions and related transactions are summarized below.

Accenture Ltd Voting Agreement

      Following is a description of the material terms of the voting agreement, the form of which has been filed as an exhibit to our Annual Report on Form 10-K for the year ended August 31, 2004 (“the 2004 Form 10-K”).

      Accenture Ltd and each of our partners who owns Accenture Ltd Class A common shares or Class X common shares have entered into a voting agreement. We refer to the parties to the voting agreement, other than Accenture Ltd, as “covered persons.”

      The Accenture Ltd shares covered by the voting agreement generally include (1) any Accenture Ltd Class X common shares that are held by a partner, (2) any Accenture Ltd Class A common shares beneficially owned by a partner at the time in question and also as of or prior to the initial public offering of the Accenture Ltd Class A common shares in July 2001 and (3) any Accenture Ltd Class A common shares if they are received from us while a partner or in connection with becoming a partner or otherwise acquired if the acquisition is required by us. We refer to the shares covered by the voting agreement as “covered shares.” Accenture Ltd Class A common shares purchased by a covered person in the open market or, subject to certain limitations, in an underwritten public offering, generally are not subject to the voting agreement.

      By a vote of the employee covered persons, the voting provisions were eliminated from the voting agreement, effective November 22, 2004. Generally these provisions provided that the covered persons

B-1

Transfer Restrictions

      The employee covered persons have voted to amend the voting agreement to eliminate the transfer provisions described below from the voting agreement. Elimination of these provisions will become effective when Accenture Ltd approves such elimination, but Accenture Ltd will approve such elimination only if shareholders at our 2005 Annual General Meeting of Shareholders approve the relocation of transfer restrictions substantially similar to those described below into the bye-laws of Accenture Ltd. If our shareholders do not approve the relocation of these transfer restrictions, the transfer restrictions described below will remain in the voting agreement, in full force and effect.

      By entering into the voting agreement, each covered person agreed, among other things, to:

      Notwithstanding the transfer restrictions described in this summary, covered persons who continue to be employees of Accenture are permitted to transfer a percentage of the covered shares received by them on or prior to July 24, 2001 and owned by them commencing on July 24, 2002 as follows:

B-2

Partners retiring from Accenture at the age of 50 or above are permitted to transfer covered shares they own on an accelerated basis as follows:

      In addition, beginning on July 24, 2002, a retired partner who reaches the age of 56 is permitted to transfer any covered shares he or she owns. Any remaining shares owned by a retiring partner for which transfer restrictions are not released on an accelerated basis will be eligible to be transferred as if the retiring partner continued to be employed by Accenture.

      Partners who became disabled before our transition to a corporate structure are permitted to transfer all of their covered shares commencing on July 24, 2002. Partners who become disabled following our transition to a corporate structure will be subject to the general transfer restrictions applicable to our employees or, if disabled after the age of 50, will benefit from the accelerated lapses of transfer restrictions applicable to retired partners.

      All transfer restrictions applicable to a covered person under the voting agreement terminate upon death.

      If Accenture approves in writing a covered person’s pledge of his covered shares to a lender, foreclosures by the lender on those shares, and any subsequent sales of those shares by the lender, are not restricted, provided that the lender must give Accenture a right of first refusal to buy any shares at the market price before they are sold by the lender.

      Notwithstanding the transfer restrictions described in this summary, Accenture Ltd Class X common shares may not be transferred at any time, except upon the death of a holder of Class X common shares or with the consent of Accenture Ltd.

      Accenture Canada Holdings exchangeable shares held by covered persons are also subject to the transfer restrictions in the voting agreement.

      Until the amendment of the bye-laws of Accenture Ltd, if at all, we expect that the above-described transfer restrictions will be waived to permit sales in underwritten public offerings, share purchases, redemptions or other transactions approved by Accenture and to permit family and charitable transfers approved by Accenture by those partners that have agreed to the transfer restrictions described above in the common agreements on any other transfers of their equity interests until July 24, 2005. From time to time, pursuant to the terms of the voting agreement, the partners representatives may also approve limited relief from the existing share transfer restrictions for specified partners or groups of partners in connection with particular retirement, employment and severance arrangements that we determine to be important to the execution of our business strategy.

B-3

Other Restrictions

      The voting agreement also prevented covered persons who are employees of Accenture from engaging in the following activities with any person who is not a covered person who is an employee of Accenture or a director, officer or employee of Accenture:

      By a vote of the employee covered persons, these restrictions were eliminated from the voting agreement, effective November 22, 2004. The Company intends to include provisions comparable to those the above-mentioned restrictions in its employee policies and procedures.

Term and Amendment

      The voting agreement, as amended, from time to time, will continue in effect until the earlier of April 18, 2051 and the time it is terminated by the vote of 66 2/3% of the votes represented by the covered shares owned by covered persons who are our employees. The transfer restrictions will not terminate upon the expiration or termination of the voting agreement unless they have been previously waived or terminated under the terms of the voting agreement. The voting agreement may generally be amended at any time by the affirmative vote of 66 2/3% of the votes represented by the covered shares owned by covered persons who are our employees. Amendment of the transfer restrictions also requires the consent of Accenture Ltd.

Administration and Resolution of Disputes

      The terms and provisions of the voting agreement are administered by the partners representatives, which consist of persons who are both partners of Accenture and members of Accenture Ltd’s Board of Directors and who agree to serve in such capacity. The partners representatives have the sole power to enforce the provisions of the voting agreement. Persons not party to the voting agreement are not beneficiaries of the provisions of the voting agreement.

Accenture SCA Transfer Rights Agreement

Persons and Shares Covered

      Accenture SCA and each of our partners who owns shares of Accenture SCA have entered into a transfer rights agreement. We refer to parties to the transfer rights agreement, other than Accenture SCA, as “covered persons.”

B-4

      The Accenture SCA shares covered by the transfer rights agreement generally include all Class I common shares of Accenture SCA owned by a covered person. We refer to the shares covered by the transfer rights agreement as “covered shares.”

Material Terms

      Except for certain voting provisions and other provisions of the Accenture Ltd voting agreement, which have been eliminated from the voting agreement by a vote of the employee covered persons, the transfer rights agreement includes, among others, terms comparable to those set forth in the voting agreement, which are summarized above. Both the voting agreement and the transfer rights agreement have been filed as exhibits to the 2004 10-K.

Common Agreements

      The material terms of the Accenture Ltd common agreement are summarized below. Accenture SCA has entered into a common agreement of comparable terms with certain of the covered persons who hold Accenture SCA Class I common shares. The forms of the Accenture Ltd and Accenture SCA common agreements have been filed as exhibits to the 2004 10-K.

Accenture Ltd Common Agreement

      Accenture Ltd and certain of the covered persons under the voting agreement described below under “—Accenture Ltd Voting Agreement” have entered into a common agreement, under which each such covered person agrees not to transfer any of his or her covered shares under the voting agreement until July 24, 2005, except:

      These limitations are not affected by a covered person’s retirement status but do terminate upon the death of the covered person. Notwithstanding these limitations, a covered person may (1) exchange Accenture Canada Holdings exchangeable shares for Accenture Ltd Class A common shares and (2) pledge his or her covered shares subject to the terms described under “—Accenture Ltd Voting Agreement— Transfer Restrictions” below.

      If shareholders at our 2005 Annual General Meeting of Shareholders approve the relocation of transfer restrictions substantially similar to those described above into the bye-laws of Accenture Ltd, we will terminate the Accenture Ltd common agreement. We also expect to terminate the SCA common agreement upon the relocation of the transfer restrictions contained therein to the Articles of Association of Accenture SCA. If our shareholders do not approve the relocation of these transfer restrictions, then the common agreements will expire by their own terms on July 24, 2005.

Partner Matters Agreement

      Following is a description of the material terms of the partner matters agreement, the form of which has been filed as an exhibit to the 2004 Form 10-K. No changes will be made to this agreement as a result of the bye-law amendments proposed in this proxy statement.

B-5

General; Persons and Shares Covered

      Accenture Ltd and, with limited exceptions, each of our partners have entered into a partner matters agreement, and each other person who becomes a partner will be required to enter into the partner matters agreement. The purpose of the partner matters agreement is to establish procedures for continued involvement of our partners in certain Accenture governance issues. Partners will vote in partner matters votes held in accordance with the partner matters agreement based on, generally, (1) all Accenture Ltd common shares, restricted share units and options to acquire Accenture Ltd common shares held by a partner if they were received from us as a partner or in connection with becoming a partner and (2) all Accenture Ltd common shares otherwise acquired by a partner if the acquisition is required by us. Accenture Ltd common shares, restricted share units and options to acquire Accenture Ltd common shares acquired as our employee, prior to becoming a partner, will not be relevant to a partner’s vote in a partner matters vote. Accenture Ltd common shares purchased by partners in the open market will also not be relevant to a partner’s vote in a partner matters vote, unless such purchase was required by us.

      The partner matters agreement provides, among other things, mechanisms for our partners to:

      Under the terms of the partner matters agreement, a partners’ income committee, consisting of the chief executive officer and partners he or she appoints, reviews evaluations and recommendations concerning the performance of partners and determines relative levels of income participation, or unit allocation. Based on its review, the committee will prepare a partners’ income plan, which then must be submitted to the partners in a partner matters vote. If the plan is approved by a 66 2/3% partner matters vote, it is: (1) binding with respect to the income participation or unit allocation of all partners other than the principal executive officers of Accenture Ltd (including the chief executive officer), subject to the impact on overall unit allocation of determinations by the Board of Directors of Accenture Ltd or the Compensation Committee of the Board of Directors of Accenture Ltd of the unit allocation for the executive officers, unless otherwise determined by the Board of Directors; and (2) submitted to the Compensation Committee of the Board of Directors of Accenture Ltd as a recommendation with respect to the income participation or unit allocation of the chief executive officer and the other principal executive officers of Accenture Ltd. Partners continue to vote on the admission of new partners. New partners will be approved by a 66 2/3% partner matters vote.

Non-Competition Agreement

      Following is a description of the material terms of the non-competition agreements, the forms of which have been filed as exhibits to the 2004 Form 10-K. No change will be made to this agreement as a result of the bye-law amendments proposed in this proxy statement.

Persons Covered

      Each of our partners as of the date of the consummation of our transition to a corporate structure has entered into a non-competition agreement.

B-6

Restricted Activities

      Each partner party to a non-competition agreement has agreed that, for a “restricted period” ending on the later of five years following the date of the initial public offering of the Accenture Ltd Class A common shares in July 2001 or 18 months following the termination of that partner’s employment with us or our affiliates, he or she will not (1) associate with and engage in competing services for any competitive enterprise or (2) solicit or assist any other entity in soliciting any client or prospective client for the purposes of providing consulting services, perform competing services for any client or prospective client, or interfere with or damage any relationship between us and a client or prospective client.

      In addition, each partner has agreed that for the restricted period he or she will not solicit or employ any Accenture employee or any former employee who ceased working for us within an eighteen-month period before or after the date on which the partner’s employment with us or our affiliates terminated.

Enforcement

      Each partner has agreed that if the partner were to breach any provisions of the non-competition agreement, we would be entitled to equitable relief restraining that partner from committing any violation of the non-competition agreement. In addition, each partner has agreed that if the partner were to breach any provisions of the non-competition agreement, he or she will pay to us a predetermined amount as and for liquidated damages and that those liquidated damages will be secured by that partner’s shares pursuant to a pledge agreement, which has been entered into by the parties. Notwithstanding the pledge agreement, partners will be permitted to dispose of their pledged securities in accordance with the terms of the Accenture Ltd common agreement, the Accenture SCA common agreement, the voting agreement or the transfer rights agreement, as the case may be, and to receive the proceeds from such dispositions.

      Because the laws concerning the enforcement of non-competition agreements vary, we may not be able to strictly enforce these terms in all jurisdictions.

Waiver and Termination

      We may waive non-competition agreements or any portion thereof with the consent of, and in the discretion of, the chief executive officer of Accenture Ltd. The non-competition agreements will terminate upon a change in control of Accenture Ltd.

Partner Liquidity Arrangements

      Accenture, the partners representatives under the voting agreement and the Accenture SCA partners committee under the transfer rights agreement have approved the pledge of covered shares to Salomon Smith Barney, Inc. (“SSB”) to secure personal loans to all Accenture partners and former partners (not including any of our directors or executive officers) in amounts agreed by SSB and its borrowers. As a condition to obtaining the right to make these personal loans, SSB has agreed to take all covered shares pledged subject to the transfer restrictions imposed on pledging partners or former partners pursuant to the common agreements, voting agreement and/or transfer rights agreement. Consequently, foreclosures by SSB on those pledged shares and any subsequent sales of those shares by SSB are restricted to the same extent they would be in the hands of the pledging partner or former partner. No change will be made to these arrangements as a result of the bye-law amendments proposed in this proxy statement.

Partner Tax Costs

      We have informed our partners that if a partner reports for tax purposes the transactions involved in connection with our transition to a corporate structure, we will provide a legal defense to that partner if

B-7

B-8

SHARE MANAGEMENT PLAN

      In April of 2002 we introduced our Share Management Plan for partners. Coupled with the transfer restrictions imposed on our partners in connection with our transition to a corporate structure, our Share Management Plan transactions and programs have been effective in increasing our public float and broadening the ownership of our Accenture Ltd Class A common shares, while providing for the orderly entry of our shares held by our partners, former partners and their permitted transferees into the market.

      Beginning in fiscal 2006, we intend to replace our existing Share Management Plan transaction formats — large, marketed secondary offerings and smaller, organized quarterly trading opportunities for our partners, former partners and their permitted transferees — with a Partner Trading Policy that, when combined with the ongoing transfer restrictions to which our partners and former partners remain subject, we believe will continue to facilitate the orderly trading of our partners’ shares.

      Our Share Management Plan will continue to include our existing Family and Charitable Transfer Program. As described elsewhere in this proxy statement, the transfer restrictions contained in the Accenture Ltd voting agreement will remain in place without material change beyond fiscal 2005 and, upon the approval of our shareholders, be relocated to the bye-laws of Accenture Ltd (the “transfer restrictions”). (A description of the voting agreement can be found in Annex B to this proxy statement).

      To continue to facilitate the orderly trading of our shares held by our partners, we intend to implement, through our employment policies, certain additional limitations on the trading (the “trading limitations”) by our partners of shares they have or will acquire, directly or indirectly, from us while, or in connection with becoming, a partner. We expect these trading limitations will serve to limit the number of these shares individual partners may dispose of during any calendar quarter. We currently expect to establish these individual limits so that the total number of partner shares sold or redeemed during any calendar quarter should not be expected to exceed a composite average weekly volume of trading in the Accenture Ltd Class A common shares. Only shares for which the transfer restrictions are no longer in effect (and the terms of any other agreement or award have been complied with) will be included in establishing the individual limits under the Partner Trading Policy. Once implemented, we expect to rigorously enforce this policy. However, sanctions under this policy may be prospective in nature, and there can be no guarantee in all cases that we can prohibit every individual transfer attempted in breach of the policy’s provisions.

      We expect that, subject to the continuing transfer restrictions, the trading limitations and the terms of any agreement or award to which any Accenture Ltd Class A common shares are subject, our partners holding Accenture Ltd Class A common shares will be able to sell their shares through individual brokered transactions. We also currently expect that, subject to the same limitations, our partners holding Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares will continue to redeem, sell or exchange their shares with Accenture in transactions similar to the quarterly transactions we currently use or as contemplated by the Articles of Association of Accenture SCA. From time to time, we may continue to approve limited relief from the transfer restrictions for specified partners or groups of partners to promote continued employment or to support retirement or severance arrangements that we determine to be important to the execution of our business.

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      Subject to the same limitations described above, Accenture SCA will remain obligated, at the option of the holder, to redeem any outstanding Accenture SCA Class I common shares at any time at a redemption price per share generally equal to the market price of an Accenture Ltd Class A common share at the time of the redemption. Under certain circumstances, Accenture SCA may in the future instead choose to deliver Accenture Ltd Class A common shares on a one-for-one basis in satisfaction of the redemption price. We expect for the foreseeable future to continue to redeem or purchase Accenture SCA Class I common shares for cash rather than through the issuance of Accenture Ltd Class A common shares, but will continue to consider this matter as our Share Management Plan evolves.

Transitioning from Our Existing Share Management Plan

Existing Transfer Restrictions

      The transfer restrictions contained in the Accenture Ltd voting agreement and Accenture Ltd common agreement will continue in effect according to their current terms, without material change, regardless of the outcome of the shareholder vote described elsewhere in this proxy statement or the location of the substance of these transfer restrictions. From time to time, we may continue to approve limited relief from the transfer restrictions for specified partners or groups of partners to promote continued employment or to support retirement or severance arrangements that we determine to be important to the execution of our business.

Quarterly Partner Share Transactions

      We intend for the remainder of fiscal 2005 to enable quarterly transactions to provide partners, former partners and their permitted transferees with the opportunity to dispose of those shares that are currently eligible for transfer under the terms of the transfer restrictions. We may also approve the inclusion of additional shares that will become eligible for transfer on or before July 24, 2005 in these quarterly transactions. We do not expect to permit the aggregate number of Accenture Ltd Class A common shares sold in any quarterly transaction in fiscal 2005 to exceed the average weekly volume of trading in the Accenture Ltd Class A common shares on the New York Stock Exchange for the four weeks prior to the start of these transactions. In connection with each quarterly transaction, we also expect to offer to redeem or purchase substantially larger numbers of Accenture SCA Class I common shares and Accenture Canada Holdings, Inc. exchangeable preferred shares from our partners, former partners and their permitted transferees than we have in the past.

Public Offerings

      Since our initial public offering in July 2001, we have facilitated four public offerings of Accenture Ltd Class A common shares by Accenture Ltd, our partners, former partners and their permitted transferees. We do not currently intend to maintain the ability to rapidly facilitate large registered, marketed secondary offerings for our partners, former partners and their permitted transferees beyond fiscal 2005.

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Family and Charitable Transfer Program

      We have approved, and expect to continue to approve in the future, certain estate and/or tax planning strategies that allow the value of a partner’s shares to be transferred directly or indirectly through tax planning vehicles which may reduce estate, gift, wealth or income taxes of either the partner or the recipient of the shares. We believe that these strategies have been implemented with minimal involvement or expense by Accenture. Partners wishing to use these family and charitable transfers are required to work with identified local tax and legal advisors to assure that the transfers comply with Accenture’s requirements. We will continue to impose conditions on these transfers, such as requiring that any transferee be bound by transfer restrictions agreed to in writing by us.

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