Underwriting Agreement – Morgan Stanley & Co. IncorporatedUnderwriting AgreementEffective Date:Parties:AccentureSectors:ServicesLaw Firms:Shearman & Sterling, Simpson Thacher & Bartlett, Clifford Chance, Allen & OveryGoverning Law:New YorkAccenture LtdClass A Common SharesUnderwritingAgreementNovember __, 2002Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036Ladies and Gentlemen:The shareholders of Accenture Ltd, an exempted company limited by shares registered in Bermuda (the “Company”), named in Schedule I hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to Morgan Stanley & Co. Incorporated (“Morgan Stanley”) an aggregate of [_____] Class A Common Shares, par value $0.0000225 per share (“Common Shares”), of the Company. The aggregate of [_____] shares of Common Shares to be sold by the Selling Shareholders is herein called the “Shares”.
1. (a) Each of the Company and Accenture SCA, a Luxembourg societe en commandite par actions (“SCA”), represents and warrants to, and agrees with, Morgan Stanley that:
(i) A registration statement on Form S-3 (File No. 333-100116)(the “Initial Registration Statement”) in respect of the Shares hasbeen filed with the Securities and Exchange Commission (the“Commission”); the Initial Registration Statement and anypost-effective amendment thereto, each in the form heretofore deliveredto Morgan Stanley, have been declared effective by the Commission insuch form; other than a registration statement, if any, increasing thesize of the offering (a “Rule 462(b) Registration Statement”), filedpursuant to Rule 462(b) under the Securities Act of 1933, as amended(the “Securities Act”), which became effective upon filing, and other
e, if there is any later effective date, may be made to the registrant by, as the case may be, an agent duly authorized to act as an agent of Morgan Stanley, from time to time appearing at a hearing on the motion filed by the registered stockholders, the filing of which is not required under the Securities Act or under the Investment Company Act of 1940: Provided that no person acting for or assistingin executing any of the duties of any director, officer, employee, or trust under the Securities Act of 1930, shall make a declaration, upon the filing of any application therefor, of the intent or intent to make any of the provisions of this Act, or the rules contained in this Act, the regulations promulgated, or the rule adopted by the SEC for the determination of any case; provided further, That any such applications shall be final and binding. All persons acting for or assisting in the making of any and all of theseregulations and rules, and in making any such applications, will retain their rights in the securities of other persons, including their own stockholders, who (theoretically) have greater knowledge of and understanding of such matters as the SEC may require them to protect in an open and transparent manner in accordance with the provisions of this Act.<2>
Securities Regulation
Any stockholder who acquires the Shares and holds the Shares for a term of approximately one year, but less than one year after entering into the Registration Statement under section 1801 of the Securities Act of 1933, who acquires the Shares pursuant to section 1829 of the Securities Act of 1933 prior to the registration date of such such Act shall (a) sell the Shares on the date the shares are delivered to the public; (b) register and publish the Shares in any other manner, and (c) furnish the certificate of entry in support thereof, as the case may be, where such registration of the shares is timely completed after the effective date of this Act. If a stockholder is entitled to the Shares as a proxy for a purchase of securities of another corporation, the proxy will consist of the certificate of entry for the Trustee in the registration statement for the shares on its first day of registration that the shares are being sold on December 31, 2014 but not on the close of trading on January 1, 2019, or of the Closing Date for the Shares on the date of filing of the registration statement on December 31, 2014. No proxy other than the Delaware Stock Exchange and the Delaware Investment Authority, will comply with the provisions of this Agreement.<3>
Securities Securities of Morgan Stanley