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Accenture Sca – ‘DEFM14C’ on 5/18/15

On:  Monday, 5/18/15, at 4:37pm ET   ·   Effective:  5/18/15   ·   Accession #:  1193125-15-192004   ·   File #:  0-49713

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/18/15  Accenture Sca                     DEFM14C     5/18/15    1:1.2M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14C     Definitive Proxy Information Statement -- Merger    HTML    829K 
                          or Acquisition                                         

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C

(Rule 14c-101)

SCHEDULE 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

Accenture SCA

(Name of Registrant as Specified in Its Charter)

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ACCENTURE SCA

Notice of Extraordinary General Meeting of Shareholders

to be held on June 26, 2015

The shareholders of Accenture SCA, a Luxembourg partnership limited by shares (société en commandite par actions) registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under the number B 79874, with its registered and principal office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, are invited to attend the:

EXTRAORDINARY GENERAL MEETING.

The Board of Directors of Accenture plc, the general partner and manager of Accenture SCA, has approved a merger (the “Merger”) of Accenture SCA with Accenture Holdings plc, an Irish company and direct subsidiary of Accenture plc. In order to consummate the Merger, shareholders of Accenture SCA will be asked to approve, among other things, the common draft terms of merger (the “Common Draft Terms of Merger”), attached as Annex A to the accompanying information statement, at the extraordinary general meeting of all shareholders of Accenture SCA (the “Extraordinary General Meeting”).

The Extraordinary General Meeting will be held on June 26, 2015, at 12:00 noon, local time, in Luxembourg at the offices of Allen & Overy s.c.s. at 33, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, with the following agenda of proposals to:

The foregoing proposals are more fully described in the information statement accompanying this notice.

The general partner and manager has fixed 11:59 p.m., local time, in Luxembourg on April 22, 2015 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Extraordinary General Meeting. This means that only those persons who were registered holders of Accenture SCA’s shares at 11:59 p.m., local time, in Luxembourg on that date will be entitled to receive notice of the meeting and to attend and vote at the meeting. Proof of ownership of shares as of the record date, as well as a form of personal identification, must be presented in order to be admitted to the Extraordinary General Meeting.

The general partner and manager of Accenture SCA is not asking you for a proxy in connection with the Extraordinary General Meeting and you are requested not to send us a proxy. As of the record date, Accenture plc held 95% of the Accenture SCA Class I Common Shares entitled to vote at the Extraordinary General Meeting, and therefore has the power, acting by itself, to approve all matters scheduled to be voted upon at the Extraordinary General Meeting.

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Important Notice Regarding the Availability of the Notice of Extraordinary General Meeting of Shareholders and information statement for the Extraordinary General Meeting to Be Held on June 26, 2015: This Notice of Extraordinary General Meeting of Shareholders and information statement are available on the Investor Relations section of Accenture’s website (http://investor.accenture.com). Information on or accessible through the website is not incorporated herein by reference.

The accompanying information statement incorporates documents by reference. Please see “Where You Can Find More Information” beginning on page 85 of the accompanying information statement for a listing of documents incorporated by reference. These documents are available to any person, including any beneficial owner, without charge and upon request directed to 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 +353 1 407-8203, by e-mail at investor.relations@accenture.com, or by mail at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, USA. To ensure timely delivery of these documents, any request should be made by June 24, 2015. The exhibits to these documents will generally not be made available unless they are specifically incorporated by reference in the accompanying information statement.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the transaction or determined if the accompanying information statement is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying information statement is dated May 18, 2015 and is first being mailed to shareholders of Accenture SCA on or about May 21, 2015.

Accenture SCA, represented

by its general partner and manager

ACCENTURE PLC

Dated: May 18, 2015

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CERTAIN TERMS

Unless otherwise specified or the context requires otherwise, as used in this information statement, the following terms have the meanings ascribed to them below:

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FORWARD LOOKING STATEMENTS

This information statement and the documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” “outlook” and similar expressions are used to identify these forward-looking statements.

Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to, the factors discussed under the section entitled “Risk Factors.” Our forward-looking statements speak only as of the date of this information statement, the date of the applicable incorporated document or as of the date they are made, and we undertake no obligation to update them.

These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements.

The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, our ability to obtain approval of the Irish High Court for and to satisfy the other conditions to the Merger on the expected timeframe or at all, our ability to realize the expected benefits from the Merger, the occurrence of difficulties in connection with the Merger and any unanticipated costs in connection with the Merger.

The foregoing factors are in addition to those factors discussed under “Risk Factors” and “Proposal Number One: The Merger” and elsewhere in this information statement, as well as those in the documents that we incorporate by reference into this information statement (including, without limitation, the “Risk Factors” section of our Annual Report on Form 10-K for the year ended August 31, 2014 and subsequent filings with the SEC). There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our business. We expressly disclaim any obligation to update these forward-looking statements other than as required by law.

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ACCENTURE SCA

INFORMATION STATEMENT

GENERAL INFORMATION

THE GENERAL PARTNER AND MANAGER OF ACCENTURE SCA IS NOT ASKING YOU FOR A PROXY IN CONNECTION WITH THE EXTRAORDINARY GENERAL MEETING.

The Merger

The Board of Directors of Accenture plc, the general partner and manager of Accenture SCA, has approved a merger of Accenture SCA with Accenture Holdings plc, a direct subsidiary of Accenture plc. In order to consummate the Merger, shareholders of Accenture SCA will be asked to approve, among other things, the Common Draft Terms of Merger at the Extraordinary General Meeting.

Date, Time and Place of the Extraordinary General Meeting

This information statement is provided to the shareholders of Accenture SCA, a Luxembourg partnership limited by shares (société en commandite par actions) with its registered and principal office at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg (“Accenture SCA”) and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under the number B 79874, in connection with the Extraordinary General Meeting to be held at 12:00 p.m., local time, on June 26, 2015 and any adjournments or postponements thereof. The Extraordinary General Meeting will be held at the offices of Allen & Overy s.c.s. at 33, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

Who Can Vote; Votes Per Share at the Extraordinary General Meeting

All persons who are Class I Common Shareholders at 11:59 p.m., local time, in Luxembourg on April 22, 2015 (the “record date”) are shareholders of record for the purposes of the Extraordinary General Meeting and, other than Accenture SCA and its direct and indirect subsidiaries, will be entitled to vote at the Extraordinary General Meeting. As of such time, there were 673,991,390 outstanding Class I Common Shares held by 1,051 shareholders of record (which numbers do not include shares held by Accenture SCA and its direct and indirect subsidiaries). 638,777,161 of those outstanding shares were held by Accenture plc, the general partner and manager of Accenture SCA. These shareholders of record will be entitled to one vote per Class I Common Share of Accenture SCA on all matters submitted to a vote of shareholders, so long as those votes are represented at the Extraordinary General Meeting. Your shares will be represented if you attend and vote at the Extraordinary General Meeting in person or by a proxy designated by you.

Quorum and Voting Requirements

Quorum. There are three proposals to be considered at the Extraordinary General Meeting. In order for the proposals to be approved, at least 50% of the Class I Common Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting as of the record date must be represented in person or by a proxy designated by such holder at the Extraordinary General Meeting. The quorum requirement will be satisfied as Accenture plc, which held 95% of Class I Common Shares entitled to vote as of the record date, will be represented at the Extraordinary General Meeting.

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Voting. Each of the proposals must be approved at the Extraordinary General Meeting by the affirmative vote of two-thirds of the Class I Common Shares represented and voting at the Extraordinary General Meeting, with each holder of Class I Common Shares of record and entitled to vote having one vote per share. Abstentions and null votes will not be counted for the determination of such threshold.

Accenture plc held 95% of Class I Common Shares entitled to vote as of the record date and, therefore, has the power, acting by itself, to approve all matters scheduled to be voted upon at the Extraordinary General Meeting. Accenture plc will vote all of the shares that it holds in favor of approving each of the proposals set out in the agenda of the Extraordinary General Meeting. Therefore, the proposals will be passed at the Extraordinary General Meeting.

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OVERVIEW

Class I Common Shareholders of Accenture SCA are being asked to approve the Common Draft Terms of Merger at the Extraordinary General Meeting. Upon the approval thereof, and assuming the other conditions to the Merger are satisfied, Class I Common Shareholders (other than Accenture SCA itself) will receive, on a one-for-one basis, ordinary shares of Accenture Holdings, an Irish public limited company and a subsidiary of Accenture plc.

Concurrent to the approval of the Common Draft Terms of Merger, Class I Common Shareholders of Accenture SCA are being asked to acknowledge that all the legal formalities prescribed by the Luxembourg Companies Act, in respect of the proposed Merger have been duly accomplished with respect to Accenture SCA and Accenture Holdings, and to acknowledge the expiration of the mandate of and authorize the discharge (quitus) of the general partner and manager of Accenture SCA of the performance of its duties for Accenture SCA.

There are several steps required to effect the Merger:

Extraordinary General Meeting. On June 26, 2015, we will hold the Extraordinary General Meeting to approve the proposals, including approval of the Common Draft Terms of Merger. Accenture plc, which held 95% of Class I Common Shares entitled to vote as of the record date, will vote all of the shares that it holds in favor of approving the proposals. Therefore, the proposals will be passed at the Extraordinary General Meeting. See “The Extraordinary General Meeting.”

As a condition to the Merger, Accenture Holdings’ shareholders (Accenture plc being the sole beneficial owner of Accenture Holdings) are also required to approve the Merger and Accenture plc will approve the Merger in its capacity as shareholder of Accenture Holdings.

Luxembourg. If we obtain the necessary approvals from Class I Common Shareholders at the Extraordinary General Meeting, we will file the minutes of the Extraordinary General Meeting approving the Merger with the Luxembourg Trade and Companies Register, publish these minutes in the Luxembourg official gazette, and apply to the civil law notary in Luxembourg for a merger certificate confirming that Accenture SCA has completed the pre-merger requirements. The issuance of this certificate is one of the conditions to the Irish High Court granting the Order confirming the Merger. A pre-merger certificate is also required for Accenture Holdings, and the Irish High Court will therefore be requested to confirm that Accenture Holdings has satisfied the pre-merger requirements. This application will be included as part of the overall application to the Irish High Court to confirm the Merger as described further below.

Ireland. On April 10, 2015, Accenture plc, the parent company and the general partner and manager of Accenture SCA, formed Accenture Holdings, an Irish public limited company, as a direct subsidiary of Accenture plc. On April 22, 2015, we filed preliminary papers with the Irish High Court to (1) seek its confirmation that it would determine the fairness of the terms and conditions of the Merger to all persons to whom it is proposed to issue shares in connection therewith and (2) appoint a joint expert acting for Accenture SCA and Accenture Holdings related to the fairness of the exchange ratio that determines the shares to be issued in the Merger. On April 27, 2015, the Irish High Court held a preliminary hearing and issued an order to approve our preliminary application.

Upon the receipt of the certificate from the civil law notary in Luxembourg described above, Accenture Holdings and Accenture SCA will jointly apply to the Irish High Court for an Order confirming scrutiny of the legality of the Merger and determining the fairness of the terms and conditions of the Merger to Class I Common Shareholders, and setting the Merger effective date and time. This Irish High Court application involves a preliminary hearing where the Irish High Court will set a date for the hearing of the substantive application. At the final hearing, the Irish High Court will be requested to issue a pre-merger certificate and make an order confirming that the procedural requirements of the Merger have been complied with in accordance with the Irish Regulations, as well as make a determination of the fairness of the terms and conditions of the Merger to Class I Common Shareholders of Accenture SCA.

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Effectiveness. If all of the conditions are satisfied (and we do not abandon the Merger prior to obtaining the Irish High Court’s Order), the Merger will take effect on the effective date prescribed in the Order. We currently anticipate the effective date to be on or about August 26, 2015. Once the Merger takes effect as provided for in the Irish Regulations, it may not be declared null and void and the Order made by the Irish High Court, specifying the date on which the Merger shall take effect, shall constitute conclusive evidence of the effectiveness of the Merger.

In connection with the Merger, the following steps will occur by operation of law:

As a result of the Merger, the holders of Class I Common Shares will become holders of ordinary shares of Accenture Holdings, and Accenture SCA will cease to exist.

As of the record date on April 22, 2015, 1,049,032,064 Class I Common Shares were issued and outstanding. Class I Common Shares held by Accenture SCA and its direct and indirect subsidiaries cannot be voted at the Extraordinary General Meeting under Luxembourg law. Accenture plc held 95% of Class I Common Shares entitled to vote as of the record date and will vote in favor of approving the proposals. Therefore, the proposals will be passed at the Extraordinary General Meeting.

After the Merger, you will own an interest in a company that will continue to conduct the same functions as conducted by Accenture SCA before the Merger. The number of ordinary shares you will own in Accenture Holdings will be the same as the number of Class I Common Shares you owned in Accenture SCA immediately prior to the Merger, and your economic and voting rights will remain unchanged as a result of the Merger. As holders of ordinary shares of Accenture Holdings, you will continue to hold the same number of Class X ordinary shares of Accenture plc you held prior to the Merger entitling you to vote, along with holders of Class A ordinary shares of Accenture plc, on matters submitted to a vote of Accenture plc shareholders. In addition, as is the case with your Class I Common Shares, you will continue to be able to have your Accenture Holdings shares redeemed for cash or for Class A ordinary shares of Accenture plc in a manner consistent with the terms on which Accenture SCA shareholders currently can have their shares redeemed.

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The following diagram depicts our voting power and abbreviated organizational structure before and after the Merger:

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The general partner and manager of Accenture SCA is not asking you for a proxy in connection with the Extraordinary General Meeting.

GENERAL

Each holder of Class I Common Shares entitled to vote will be entitled to one vote per share at the Extraordinary General Meeting. Accenture plc held 95% of Class I Common Shares entitled to vote as of the record date and, therefore, has the power, acting by itself, to approve all matters scheduled to be voted upon at the Extraordinary General Meeting.

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See “Proposal Number One: The Merger—Reasons for the Merger” and “Risk Factors.”

See “Proposal Number One: The Merger—Amendment, Termination or Delay.”

TAX MATTERS RELATED TO CLASS I COMMON SHAREHOLDERS

Please refer to “Material Tax Considerations Relating to the Merger” for a description of the material U.S. federal income tax, Irish tax and Luxembourg tax consequences of the Merger to Accenture SCA shareholders and Accenture Holdings shareholders. Determining the actual tax consequences of the Merger to you may be complex and will depend on your specific situation. We urge you to consult your personal tax advisors.

We believe that U.S. Holders and Non-U.S. Holders (as defined in “Material Tax Considerations Relating to the Merger—Material U.S. Federal Income Tax Considerations”) should not recognize gain or loss for U.S. federal income tax purposes in the Merger. However, this conclusion applies only to U.S. Holders and Non-U.S. Holders who hold their Class I Common Shares as capital assets (as defined in “Material Tax Considerations Relating to the Merger—Material U.S. Federal Income Tax Considerations”). Furthermore, the relevant tax rules are complex and there is little guidance as to their application. Accordingly, this conclusion is not free from doubt. See “Material Tax Considerations Relating to the Merger—Material U.S. Federal Income Tax Considerations.”

Irish Tax

We believe that Non-Irish Holders (as defined in “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations”) will not be subject to Irish capital gains tax (“Irish CGT”) on the cancellation of their Class I Common Shares, or on the receipt of ordinary shares of Accenture Holdings pursuant to the Merger. However, this conclusion applies only to Non-Irish

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Holders who hold their Class I Common Shares as capital assets. See “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations—Irish Tax on Chargeable Gains (Irish CGT).”

Luxembourg Tax

We believe that individual Class I Common Shareholders who are not resident in Luxembourg will not be subject to Luxembourg tax as a result of the Merger. See “Material Tax Considerations Relating to the Merger—Material Luxembourg Tax Considerations.”

Tax Residents of Certain Other Jurisdictions

We believe that for holders of Class I Common Shares resident in Australia, the Merger will be a taxable exchange in which gain or loss will be recognized. We further believe that for holders of Class I Common Shares resident in Denmark, France, Italy, Norway, Spain or Sweden, the Merger should not be a taxable event under the tax laws of the country in which such holders are resident. However, tax laws are complex and the tax consequences in any individual case may depend on the facts and circumstances. You should consult your personal tax advisors concerning the applicable tax consequences of the Merger.

You should be aware that the consequences of and exemptions from DWT may be materially different than those associated with any Luxembourg withholding tax to which you have been subject as a Class I Common Shareholder. You should consult your personal tax advisors as to the tax consequences of receiving dividends on ordinary shares of Accenture Holdings.

A gift of ordinary shares of Accenture Holdings will be subject to CAT, unless the gift qualifies for an exemption from CAT. Gifts of shares of Accenture Holdings to spouses and charities, as well as gifts to children below a certain threshold, qualify for an exemption and therefore are not subject to CAT. Also, we believe a gift of membership interests in certain non-Irish entities that hold shares of Accenture Holdings will not be a gift of Irish property and therefore will not give rise to CAT, unless the donor or donee is resident or ordinarily resident in Ireland or the donor has been Irish domiciled at any time up to and including the date of the gift. As in the past, if you are contemplating family or charitable transfers, contact us for additional information at LeadershipSCA@Accenture.com or +1 312-842-4222.

An inheritance of ordinary shares of Accenture Holdings held by the decedent at time of death will also be subject to CAT, unless the inheritance qualifies for an exemption from CAT. We believe that because ordinary shares of Accenture Holdings will, upon the death of a holder, automatically be

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redeemed and you will receive cash or Class A ordinary shares of Accenture plc as described under “Description of Ordinary Share Capital of Accenture Holdings—Share Repurchases, Redemptions and Conversions—Repurchases and Redemptions by Accenture Holdings”, CAT will not be due upon inheritance unless the donor or donee is resident or ordinarily resident in Ireland.

There is uncertainty surrounding the applicability of CAT under these circumstances and there can be no assurance that CAT will not be due in connection with a gift or upon inheritance. See “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations—Capital Acquisitions Tax (CAT).”

You should be aware that Luxembourg has not previously imposed any taxes comparable to CAT that would be applicable on a gift or inheritance of your Class I Common Shares.

Subsequent to the Merger, transfers of ordinary shares of Accenture Holdings, including transfers to family members and charitable organizations, will subject the recipient to Irish stamp duty unless shareholders qualify for an exemption. Irish stamp duty is currently levied at the rate of 1% of the price paid or the market value of the shares acquired, if higher. If, after the Merger, shareholders engage in transfers that would otherwise subject the shareholder or their family members to Irish stamp duty, Accenture will pay the stamp duty.

Redemption of ordinary shares of Accenture Holdings for cash or shares of Accenture plc will not result in Irish stamp duty. See “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations—Stamp Duty.”

You should be aware that Luxembourg has not previously imposed any taxes comparable to Irish stamp duty on a transfer of your Class I Common Shares.

OTHER MATTERS RELATED TO ACCENTURE SCA SHAREHOLDERS

See “Proposal Number One: The Merger—No Action Required to Cancel Class I Common Shares and Receive Ordinary Shares of Accenture Holdings.”

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IMPACT ON THE ACCENTURE GROUP

EXTRAORDINARY GENERAL MEETING VOTING AND MECHANICS

The general partner and manager of Accenture SCA is not asking you for a proxy in connection with the Extraordinary General Meeting.

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At the Extraordinary General Meeting to approve the proposals, at least 50% of the Class I Common Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting as of the record date must be represented in person or by a proxy designated by such holder at the Extraordinary General Meeting. The quorum requirement will be satisfied as Accenture plc, which held 95% of Class I Common Shares entitled to vote as of the record date, will be represented at the Extraordinary General Meeting. See “The Extraordinary General Meeting—Record Date; Voting Rights; Vote Required for Approval.”

Accenture plc held 95% of Class I Common Shares entitled to vote as of the record date and, therefore, has the power, acting by itself, to approve all matters scheduled to be voted upon at the Extraordinary General Meeting. Accenture plc will vote all of the shares that it holds in favor of approving each of the proposals set out in the agenda of the Extraordinary General Meeting. Therefore, the proposals will be passed at the Extraordinary General Meeting. See “The Extraordinary General Meeting—Record Date; Voting Rights; Vote Required for Approval.”

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RISK FACTORS

Before you decide how to vote, you should consider carefully the following risk factors related to the Merger, in addition to the other information contained in this information statement and the documents incorporated by reference herein, including, without limitation, our Annual Report on Form 10-K for the year ended August 31, 2014, our Quarterly Report on Form 10-Q for the six months ended February 28, 2015 and subsequent filings with the SEC.

We may be subject to criticism and negative publicity related to our incorporation in Ireland after the consummation of the Merger.

Some companies that conduct substantial business in the United States but which have a parent domiciled in certain other jurisdictions have been criticized as improperly avoiding U.S. taxes or creating an unfair competitive advantage over other U.S. companies. We are currently incorporated in Luxembourg, never conducted business under a U.S. parent company and Accenture pays U.S. taxes on all of its U.S. operations. Nonetheless, we could be subject to criticism in connection with our incorporation in Ireland after the consummation of the Merger.

Your rights as a shareholder will change as a result of the Merger due to differences between Irish law and Luxembourg law.

Because of differences between Irish law and Luxembourg law, your rights as a shareholder will change, and we will become subject to new legal requirements if the Merger is completed. In addition, there are differences between the organizational documents of Accenture Holdings and Accenture SCA. These differences arise primarily due to the different legal form of Accenture SCA, a partnership limited by shares, compared to Accenture Holdings, a company with limited liability. We discuss these and other differences in detail under “Description of Ordinary Share Capital of Accenture Holdings” and “Comparison of Rights of Shareholders and Governance.” Accenture Holdings’ memorandum and articles of association, substantially in the form attached to this information statement as Annex B, will govern Accenture Holdings after the effective date of the Merger.

We may choose to abandon or delay the Merger. In addition, we may not be able to receive the requisite governmental approvals to consummate the Merger.

We currently expect to complete the Merger on or about August 26, 2015. However, the general partner and manager of Accenture SCA may delay the Merger for a significant time or may abandon the Merger after the Extraordinary General Meeting and prior to the issuance of the Order of the Irish High Court because, among other reasons, of a determination by the general partner and manager of Accenture SCA that completing the Merger is no longer in our best interest or the best interests of our shareholders or may not result in the benefits we expect. Additionally, we may not be able to obtain the requisite court or other approvals. See “Proposal Number One: The Merger—Conditions to the Consummation of the Merger” and “Proposal Number One: The Merger—Amendment, Termination or Delay.”

It is possible that the Merger may be determined to be taxable to U.S. Holders for U.S. federal income tax purposes.

We believe that the receipt by U.S. Holders (as defined in “Material Tax Considerations Relating to the Merger—Material U.S. Federal Income Tax Considerations”) of ordinary shares of Accenture Holdings pursuant to the Merger should constitute a tax-free exchange under Sections 351 and 731 of the Internal Revenue Code of 1986, as amended (the “Code”). However, this conclusion applies only to U.S. Holders who hold their Class I Common Shares as capital assets (as defined in “Material Tax Considerations Relating to the Merger—Material U.S. Federal Income Tax Considerations”). Furthermore, one requirement for the Merger to qualify as a tax-free exchange is that Accenture Holdings must be treated as a corporation for purposes of Section 351 of the Code.

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Accenture Holdings will be treated as a corporation for purposes of Section 351 of the Code with respect to the transfer by U.S. Holders in the Merger only if certain tests set forth in the U.S. Treasury Regulations under Section 367(a) of the Code are satisfied. We believe that these tests should be satisfied and therefore that Accenture Holdings should be treated as a corporation for purposes of Section 351 of the Code.

However, the rules governing Section 367(a) of the Code are complex, and there is little guidance as to their application. Consequently, we cannot ensure that the tax consequences of the Merger will not be different than those described above, and it is possible that the Internal Revenue Service (“IRS”) may assert, or that a court may sustain, that we have not satisfied the tests under Section 367(a) of the Code and the U.S. Treasury Regulations thereunder.

If it is determined that we have not satisfied the tests under Section 367(a) of the Code and the U.S. Treasury Regulations thereunder, each U.S. Holder will recognize gain (but not loss) for U.S. federal income tax purposes. See “Material Tax Considerations Relating to the Merger—Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Consequences to U.S. Holders—The Merger.”

After the Merger, a transfer of your ordinary shares of Accenture Holdings will be subject to Irish stamp duty, subject to the availability of any exemptions and reliefs.

Subsequent to the Merger, transfers of ordinary shares of Accenture Holdings, including transfers to family members and charitable organizations, will subject the recipient to Irish stamp duty unless shareholders qualify for an exemption. Irish stamp duty is currently levied at the rate of 1% of the price paid or the market value of the shares acquired, if higher. If, after the Merger, shareholders engage in transfers that would otherwise subject the shareholder or their family members to Irish stamp duty, Accenture will pay the stamp duty.

Redemption of ordinary shares of Accenture Holdings for cash or shares of Accenture plc will not result in Irish stamp duty. See “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations—Stamp Duty.”

You should consult your personal tax advisors as to the tax consequences of disposing of ordinary shares of Accenture Holdings received pursuant to the Merger.

Dividends you receive after the Merger will be subject to DWT, subject to exemptions.

As an Irish tax resident company, we will be required to deduct DWT (currently at the rate of 20%) from dividends paid on ordinary shares of Accenture Holdings unless shareholders qualify for an exemption. Shareholders resident in “Exempt Territories,” as set forth in Annex C to this information statement (including shareholders that are resident in European Union member states (other than Ireland), the United States and other countries with which Ireland has a tax treaty) will generally not be subject to DWT provided that, in each case, they file a valid DWT Form. However, shareholders residing in other countries will generally be subject to DWT. See “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations—Withholding Tax on Dividends (DWT).”

You should consult your personal tax advisors as to the tax consequences of receiving dividends on ordinary shares of Accenture Holdings.

Ordinary shares of Accenture Holdings received by means of a gift or inheritance will be subject to Irish capital acquisitions tax, subject to any exemptions and reliefs.

A gift of ordinary shares of Accenture Holdings will be subject to CAT, unless the gift qualifies for an exemption from CAT. Gifts of shares of Accenture Holdings to spouses and charities, as well as gifts to children below a certain threshold, qualify for an exemption and therefore are not subject to CAT. Also, we believe a gift of membership interests in certain non-Irish entities that hold shares of Accenture Holdings will not be a gift of

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Irish property and therefore will not give rise to CAT, unless the donor or donee is resident or ordinarily resident in Ireland or the donor has been Irish domiciled at any time up to and including the date of the gift. As in the past, if you are contemplating family or charitable transfers, contact us for additional information at LeadershipSCA@Accenture.com or +1 312-842-4222.

An inheritance of ordinary shares of Accenture Holdings held by the decedent at time of death will also be subject to CAT, unless the inheritance qualifies for an exemption from CAT. We believe that because ordinary shares of Accenture Holdings will, upon the death of a holder, automatically be redeemed and you will receive cash or Class A ordinary shares of Accenture plc as described under “Description of Ordinary Share Capital of Accenture Holdings—Share Repurchases, Redemptions and Conversions—Repurchases and Redemptions by Accenture Holdings”, CAT will not be due upon inheritance unless the donor or donee is resident or ordinarily resident in Ireland.

There is uncertainty surrounding the applicability of CAT under these circumstances and there can be no assurance that CAT will not be due in connection with a gift or upon inheritance. See “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations—Capital Acquisitions Tax (CAT).”

We recommend that you consult your personal advisors to consider your estate planning needs, including transfers of Class I Common Shares to family members and charitable organizations.

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PROPOSAL NUMBER ONE: THE MERGER

Class I Common Shareholders of Accenture SCA are being asked to approve the Common Draft Terms of Merger at the Extraordinary General Meeting. Upon the approval thereof, and assuming the other conditions to the Merger are satisfied, Class I Common Shareholders (other than Accenture SCA itself) will receive, on a one-for-one basis, ordinary shares of Accenture Holdings.

A cross-border merger of companies from different states within the European Economic Area (“EEA”) is governed by the Directive, which provides a set of procedures for the merger of companies from different states within the EEA. Because the Merger comes within the scope of the Directive, it must comply with both the Irish Regulations and the Luxembourg Companies Act, which implemented the Directive in Ireland and Luxembourg, respectively. Although the Directive is binding in respect of the ends it must achieve, each EEA state has a degree of autonomy regarding the means with which it will implement the Directive domestically. Some differences therefore arise between the measures implementing the Directive across EEA jurisdictions, including between Ireland and Luxembourg.

The Merger is to be structured as a “merger by acquisition” under the Irish Regulations and the Luxembourg Companies Act, the result of which is that all the assets of Accenture SCA will be acquired by Accenture Holdings and all of the liabilities of Accenture SCA will be assumed by Accenture Holdings, and Accenture SCA will be dissolved without going into liquidation. There are several steps required to effect the Merger:

Extraordinary General Meeting. On June 26, 2015, we will hold the Extraordinary General Meeting to approve the proposals, including approval of the Common Draft Terms of Merger. Accenture plc, which held 95% of Class I Common Shares entitled to vote as of the record date, will vote all of the shares that it holds in favor of approving each of the proposals. Therefore, the proposals will be passed at the Extraordinary General Meeting. See “The Extraordinary General Meeting.”

As a condition to the Merger, Accenture Holdings’ shareholders (Accenture plc being the sole beneficial owner of Accenture Holdings) are also required to approve the Merger and Accenture plc will approve the Merger in its capacity as shareholder of Accenture Holdings.

Luxembourg. If we obtain the necessary approvals from Class I Common Shareholders at the Extraordinary General Meeting, we will file the minutes of the Extraordinary General Meeting approving the Merger with the Luxembourg Trade and Companies Register, publish these minutes in the Luxembourg official gazette, and apply to the civil law notary in Luxembourg for a merger certificate confirming that Accenture SCA has completed the pre-merger requirements. The issuance of this certificate is one of the conditions to the Irish High Court granting the Order confirming the Merger. A pre-merger certificate is also required for Accenture Holdings, and the Irish High Court will therefore be requested to confirm that Accenture Holdings has satisfied the pre-merger requirements. This application will be included as part of the overall application to the Irish High Court to confirm the Merger as described further below.

Ireland. On April 10, 2015, Accenture plc formed Accenture Holdings, an Irish public limited company, as a direct subsidiary of Accenture plc. On April 22, 2015, we filed preliminary papers with the Irish High Court to (1) seek its confirmation that it would determine the fairness of the terms and conditions of the Merger to all persons to whom it is proposed to issue shares in connection therewith and (2) appoint a joint expert acting for Accenture SCA and Accenture Holdings related to the fairness of the exchange ratio that determines the shares to be issued in the Merger. On April 27, 2015, the Irish High Court held a preliminary hearing and issued an order to approve our preliminary application.

Upon the receipt of the certificate from the civil law notary in Luxembourg described above, Accenture Holdings and Accenture SCA will jointly apply to the Irish High Court for an Order confirming scrutiny of the legality of the Merger and determining the fairness of the terms and conditions of the Merger to Class I Common

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Shareholders, and setting the Merger effective date and time. This Irish High Court application involves a preliminary hearing where the Irish High Court will set a date for the hearing of the substantive application. At the final hearing, the Irish High Court will be requested to issue a pre-merger certificate and make an order confirming that the procedural requirements of the Merger have been complied with in accordance with the Irish Regulations, as well as make a determination of the fairness of the terms and conditions of the Merger to Class I Common Shareholders of Accenture SCA.

Effectiveness. If all of the conditions are satisfied (and we do not abandon the Merger prior to obtaining the Irish High Court’s Order), the Merger will take effect on the effective date prescribed in the Order. We currently anticipate the effective date to be on or about August 26, 2015. Once the Merger takes effect as provided for in the Irish Regulations, it may not be declared null and void and the Order made by the Irish High Court, specifying the date on which the Merger shall take effect, shall constitute conclusive evidence of the effectiveness of the Merger.

In connection with the Merger, the following steps will occur by operation of law:

As a result of the Merger, the holders of Class I Common Shares will become holders of ordinary shares of Accenture Holdings, and Accenture SCA will cease to exist.

After the Merger, you will own an interest in a company that will continue to conduct the same functions as conducted by Accenture SCA before the Merger. The number of ordinary shares you will own in Accenture Holdings will be the same as the number of Class I Common Shares you owned in Accenture SCA immediately prior to the Merger, and your economic and voting rights will remain unchanged as a result of the Merger. As holders of ordinary shares of Accenture Holdings, you will continue to hold the same number of Class X ordinary shares of Accenture plc you held prior to the Merger entitling you to vote, along with holders of Class A ordinary shares of Accenture plc, on matters submitted to a vote of Accenture plc shareholders. In addition, as is the case with your Class I Common Shares, you will continue to be able to have your Accenture Holdings shares redeemed for cash or for Class A ordinary shares of Accenture plc in a manner consistent with the terms on which Accenture SCA shareholders currently can have their shares redeemed.

The completion of the Merger will change the form of our company and the governing companies law that applies to us from Luxemburg law to Irish law. Although many of the principal attributes of Class I Common Shares and ordinary shares of Accenture Holdings will be similar, there are differences between what your rights will be as a shareholder under Irish law and what they currently are as a shareholder under Luxembourg law. In addition, there are differences between the organizational documents of Accenture Holdings and Accenture SCA. We discuss these differences in detail under “Description of Ordinary Share Capital of Accenture Holdings” and “Comparison of Rights of Shareholders and Governance.”

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Reasons for the Merger

We believe this transaction is in the best interests of Accenture and Accenture SCA shareholders. It will simplify the Accenture group’s structure, reduce administrative burdens, result in economic efficiencies and further consolidate the Accenture group in Ireland, where Accenture SCA’s parent company, Accenture plc, is incorporated. There will be no change in how Accenture goes to market, how we manage our business or how we serve our clients.

We cannot assure you that the anticipated benefits of the Merger will be realized. In addition to the potential benefits described above, the Merger will expose us and you to some risks. These risks include the following:

See “Risk Factors.”

Accenture plc, the general partner and manager of Accenture SCA, which has considered both the potential advantages of the Merger and its associated risks, has approved the Common Draft Terms of Merger. The general partner and manager of Accenture SCA recommends that Class I Common Shareholders vote “FOR” each of the proposals.

Amendment, Termination or Delay

Subject to U.S. securities law, Irish law and Luxembourg law constraints, the Common Draft Terms of Merger may be amended, modified or supplemented at any time before or after its approval by Class I Common Shareholders at the Extraordinary General Meeting. However, after approval of the Common Draft Terms of Merger by Class I Common Shareholders, no amendment, modification or supplement to the Merger may be made or effected that legally requires further approval by Class I Common Shareholders without obtaining such approval.

The general partner and manager of Accenture SCA may terminate, abandon or delay the Merger, at any time prior to the issuance of the Order of the Irish High Court, without obtaining the approval of Class I Common Shareholders, even though the Merger may have been approved by such shareholders and all other conditions to the Merger may have been satisfied. Under Luxembourg law, the Luxembourg courts generally have no power to approve, amend, terminate or delay the Merger.

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Conditions to the Consummation of the Merger

The Merger will not be completed unless, among other things, the following conditions are satisfied or, if allowed by law, waived:

Upon the completion of the Merger, Accenture SCA will be struck from the Luxembourg Trade and Company Register after the Companies Registration Office (the official public registry for companies in Ireland) notifies the effectiveness of the Merger to the Luxembourg Trade and Company Register.

U.S. Federal Securities Law Consequences

The issuance of ordinary shares of Accenture Holdings to Class I Common Shareholders in connection with the Merger will not be registered under the Securities Act. Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. In determining whether it is appropriate to grant the Order

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confirming scrutiny of the legality of the Merger and setting the Merger effective date and time, the Irish High Court will consider the fairness of the terms and conditions of the Merger to holders of Class I Common Shares, such that ordinary shares of Accenture Holdings issued pursuant to the Merger will constitute an exempt issuance within the meaning of Section 3(a)(10) of the Securities Act.

Class A ordinary shares of Accenture plc that may be delivered to holders of ordinary shares of Accenture Holdings upon redemption of such Accenture Holdings shares will continue to be issued pursuant to an effective registration statement filed within the SEC.

Upon consummation of the Merger, ordinary shares of Accenture Holdings will be deemed to be registered under Section 12(g) of the Exchange Act, by virtue of Rule 12g-3 under the Exchange Act, without the filing of any Exchange Act registration statement.

Effective Date and Time of the Merger

The Merger will take effect on the date and time prescribed in the Order of the Irish High Court confirming the scrutiny of the legality of the Merger and determining the fairness of the terms and conditions of the Merger to Class I Common Shareholders, and setting the Merger effective date and time. The Order of the Irish High Court specifying the date of effectiveness of the Merger is conclusive evidence of the effectiveness of the Merger.

We intend to propose to the Irish High Court that the Merger take effect on August 26, 2015. The determination of the effective date is entirely within the Irish High Court’s discretion; however, we are not aware of any reason why it would not grant the requested date.

In the event the conditions to the Merger are not satisfied, the Merger may be abandoned or delayed, even after approval by Class I Common Shareholders. In addition, until the issuance of the Order of the Irish High Court, the Merger may be abandoned or delayed by the general partner and manager of Accenture SCA without obtaining the approval of Class I Common Shareholders, even though the Merger may have been approved by such shareholders and all other conditions to the Merger may have been satisfied. See “—Amendment, Termination or Delay.”

Management of Accenture Holdings

Management of Accenture Holdings is delegated to its board of directors. The board of directors may further delegate management of certain aspects of Accenture Holdings’ business to committees of the board of directors or to members of management. However, the directors will remain responsible, as a matter of Irish law, for the proper management of the business and affairs of Accenture Holdings. See “Description of Ordinary Share Capital of Accenture Holdings.”

Because Accenture plc will continue to have a controlling interest in Accenture Holdings, it will have the ability to appoint members to and control our board of directors.

Exculpation and Indemnification

Accenture Holdings’ articles of association contain indemnification and expense advancement provisions for persons who are not a director, secretary or assistant secretary of Accenture Holdings. Accenture Holdings’ articles of association also confer a more limited indemnity on its directors, secretary and assistant secretaries for certain costs and discharge the liability of such director, secretary or assistant secretary where judgment is given in their favor in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director, secretary or assistant secretary acted honestly and reasonably and ought fairly to be excused.

Any provision that seeks to have the company indemnify a director, secretary or assistant secretary of an Irish company over and above this is void under Irish law, whether contained in its articles of association or any contract between the director and the company. However, where a breach of duty has been established, directors

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may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may fairly be excused as a result.

In accordance with Irish law, Accenture Holdings maintains directors and officers liability insurance, as well as other types of insurance, for its directors and officers. In addition, an Accenture group company will enter into indemnification agreements with each of Accenture Holdings’ directors, secretary and assistant secretaries providing for the indemnification of, and advancement of expenses to, these persons.

Interests of Certain Persons in the Merger

No person who has been a director or executive officer of Accenture plc, the general partner and manager of Accenture SCA, at any time since the beginning of the last fiscal year, or any associate of any such person, has any substantial interest in the Merger, except for any interest arising from his or her ownership of securities of Accenture SCA, as the case may be. No such person is receiving any extra or special benefit not shared on a pro rata basis by all other holders of Class I Common Shares.

Regulatory Matters

Other than as disclosed in this information statement and the compliance with U.S. Federal and state securities laws and Luxembourg and Irish corporate law, we are not aware of any further governmental approvals or actions that are required to complete the Merger. We do not believe that any significant regulatory approvals will be required to effect the Merger.

No Action Required to Cancel Class I Common Shares and Receive Ordinary Shares of Accenture Holdings

Assuming the Merger becomes effective, Accenture SCA will be dissolved and fully paid and non-assessable ordinary shares of Accenture Holdings will be issued to you without any further action on your part. All ordinary shares of Accenture Holdings will be issued in uncertificated form. Our transfer agent will make an electronic entry in your name and your ownership of ordinary shares of Accenture Holdings will be reflected in your account, which you will be able to access in the same way as today.

Dividend Policy

Accenture SCA currently pays semi-annual dividends on its Class I Common Shares and Accenture Holdings currently expects to pay semi-annual dividends on its ordinary shares. However, future dividends on ordinary shares of Accenture Holdings, if any, will be at the discretion of its board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the board of directors may deem relevant, as well as our ability to pay dividends under Irish law. We may, from time to time, enter into financing agreements that contain financial covenants and restrictions, some of which may limit the ability of Accenture Holdings to pay dividends.

In addition, under Irish law, dividends and distributions may only be made from “distributable reserves.” Distributable reserves, broadly, means the accumulated realized profits of Accenture Holdings less accumulated realized losses of Accenture Holdings, and also include distributable reserves created by a reduction of capital (i.e., by cancelling amounts standing to the credit of undistributable reserves of a company and crediting that amount to the profit and loss account of the company to be treated as realized profits available for distribution). In addition, no dividend may be made unless the net assets of Accenture Holdings are equal to, or in excess of, the aggregate of Accenture Holdings’ called up share capital (i.e., the value of the Accenture Holdings’ issued shares that remain fully or partially unpaid, and whose holders have been called upon to pay the amount outstanding) plus undistributable reserves and the distribution does not reduce Accenture Holdings’ net assets

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below such aggregate. Undistributable reserves include undenominated capital and any accumulated unrealized profits (not previously utilized by any capitalization) greater than any accumulated unrealized losses (not previously written off in a reduction or reorganization of capital). We expect that Accenture Holdings will have sufficient distributable reserves to make distributions by way of dividends on or prior to the date it expects to declare its first dividend and the date on which holders of Accenture Holdings shares can first elect to have their shares redeemed for cash or for Class A ordinary shares of Accenture plc. See “—Redemption.”

Redemption

As is the case for Class I Common Shareholders, holders of ordinary shares of Accenture Holdings will have the ability, subject to the restrictions on redemption contained in Accenture Holdings’ articles of association and the Irish Companies Acts and any contractual restrictions on redemption that may be applicable to a holder, to require that Accenture Holdings redeem all or a portion of such holder’s ordinary shares of Accenture Holdings for cash or Class A ordinary shares of Accenture plc on a one-for-one basis. See “Description of Ordinary Share Capital of Accenture Holdings—Share Repurchases, Redemptions and Conversions.”

Accounting Treatment of the Merger

Under U.S. GAAP, the Merger represents a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at historical cost. Accordingly, the assets and liabilities of Accenture Holdings will be reflected at their carrying amounts in the accounts of Accenture SCA at the time of the Merger.

Effect of the Merger on SEC Filing Obligations and SEC Registrant Status

Under SEC rules, companies organized outside of the United States that qualify as “foreign private issuers” remain subject to SEC regulation, but are exempt from certain requirements that apply to U.S. reporting companies. Accenture SCA is not a “foreign private issuer,” and we do not expect that Accenture Holdings will be a “foreign private issuer” following the Merger.

Upon completion of the Merger, we will remain subject to SEC reporting requirements and the mandates of the Sarbanes-Oxley Act, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. As required by Irish law, in connection with annual general meetings of Accenture Holdings commencing with its 2016 annual general meeting, the Accenture Holdings Irish statutory accounts will also be made available to shareholders.

Required Vote; Recommendation

The proposal shall be approved by a vote of Class I Common Shareholders representing two-thirds of the Class I Common Shares represented and voting at the Extraordinary General Meeting, with each holder of Class I Common Shares of record, other than Accenture SCA and its direct and indirect subsidiaries, being entitled to one vote per share, and with a quorum requirement of at least 50% of the outstanding Class I Common Shares issued and outstanding and entitled to vote. Abstentions and null votes will not be counted for the determination of such threshold.

Accenture plc, the general partner and manager of Accenture SCA, recommends that Class I Common Shareholders vote “FOR” the proposal. Accenture plc held 95% of Class I Common Shares entitled to vote as of the record date and, therefore, has the power, acting by itself, to satisfy the quorum requirement and to approve all matters scheduled to be voted upon at the Extraordinary General Meeting. Accenture plc will vote all of the shares that it holds in favor of approving proposal number one. Therefore, the proposal to approve the Common Draft Terms of Merger will be passed at the Extraordinary General Meeting.

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PROPOSAL NUMBER TWO: ACKNOWLEDGEMENT OF ALL FORMALITIES UNDER THE LUXEMBOURG COMPANIES ACT

Class I Common Shareholders of Accenture SCA are being asked at the Extraordinary General Meeting to acknowledge that all the legal formalities prescribed by the Luxembourg Companies Act, in respect of the proposed Merger and namely the provisions of article 267 of the Luxembourg Companies Act have been duly accomplished with respect to Accenture SCA and Accenture Holdings.

Article 267 of the Luxembourg Companies Act as applicable to the Merger requires the preparation of the following documents and that every Class I Common Shareholder be entitled to inspect such documents at the registered office of Accenture SCA at least one month before the date of the Extraordinary General Meeting called to decide on the Common Draft Terms of Merger:

A full copy or, if so desired, a partial copy, of such documents may be obtained by any Class I Common Shareholder upon request and free of charge. Such request should be directed to 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 +353 1 407-8203, by e-mail at investor.relations@accenture.com, or by mail at Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, USA. Where a Class I Common Shareholder has consented to the use by the company of electronic means for conveying information, such copies may be provided by electronic mail.

Required Vote; Recommendation

The proposal shall be approved by a vote of Class I Common Shareholders representing two-thirds of the Class I Common Shares represented and voting at the Extraordinary General Meeting, with each holder of Class I Common Shares of record, other than Accenture SCA and its direct and indirect subsidiaries, being entitled to one vote per share, and with a quorum requirement of at least 50% of the outstanding Class I Common Shares issued and outstanding and entitled to vote. Abstentions and null votes will not be counted for the determination of such threshold.

Accenture plc, the general partner and manager of Accenture SCA, recommends that Class I Common Shareholders vote “FOR” the proposal. Accenture plc held 95% of Class I Common Shares entitled to vote as of the record date and, therefore, has the power, acting by itself, to satisfy the quorum requirement and to approve all matters scheduled to be voted upon at the Extraordinary General Meeting. Accenture plc will vote all of the shares that it holds in favor of approving proposal number two. Therefore, proposal number two will be passed at the Extraordinary General Meeting.

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PROPOSAL NUMBER THREE: EXPIRATION AND DISCHARGE OF THE GENERAL PARTNER AND MANAGER

Class I Common Shareholders of Accenture SCA are being asked at the Extraordinary General Meeting to acknowledge the expiration of the mandate of the general partner and manager of Accenture SCA on the effective date of the Merger and authorize the discharge (quitus) of the general partner and manager of Accenture SCA in respect of the performance of its duties.

The mandate of the general partner and manager of Accenture SCA expires automatically as of the effective date, and as a consequence of, the Merger, and the request at the Extraordinary General Meeting for the discharge is made as a result of such expiration.

Under Luxembourg law, such discharge represents a waiver by Accenture SCA of any right it may have had to institute legal proceedings against the general partner and manager of Accenture SCA in respect of any and all matters relating to general partner and manager’s management of Accenture SCA, other than in respect of matters that were not known to Class I Common Shareholders at the time of the vote on the discharge.

Required Vote; Recommendation

The proposal shall be approved by a vote of Class I Common Shareholders representing two-thirds of the Class I Common Shares represented and voting at the Extraordinary General Meeting, with each holder of Class I Common Shares of record, other than Accenture SCA and its direct and indirect subsidiaries, being entitled to one vote per share, and with a quorum requirement of at least 50% of the outstanding Class I Common Shares issued and outstanding and entitled to vote. Abstentions and null votes will not be counted for the determination of such threshold.

Accenture plc, the general partner and manager of Accenture SCA, recommends that Class I Common Shareholders vote “FOR” the proposal. Accenture plc held 95% of Class I Common Shares entitled to vote as of the record date and, therefore, has the power, acting by itself, to satisfy the quorum requirement and to approve all matters scheduled to be voted upon at the Extraordinary General Meeting. Accenture plc will vote all of the shares that it holds in favor of approving proposal number three. Therefore, proposal number three will be passed at the Extraordinary General Meeting.

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MATERIAL TAX CONSIDERATIONS RELATING TO THE MERGER

Material U.S. Federal Income Tax Considerations

The following summary describes the material U.S. federal income tax considerations relevant to Class I Common Shareholders of the Merger and of holding the ordinary shares of Accenture Holdings after the Merger (in each case, a “Holder” or “Holders”). This summary does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to income tax.

This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder and court and administrative rulings and decisions in effect on the date of this document. These laws may change, possibly retroactively, and any change could affect the continuing validity of this summary.

This summary addresses only those Holders who hold their Class I Common Shares and ordinary shares of Accenture Holdings as “capital assets” within the meaning of Section 1221 of the Code. Further, unless otherwise indicated, this summary does not address all aspects of U.S. federal income taxation that may be relevant to a Holder in light of such Holder’s particular circumstances or that may be applicable to such Holder if subject to special treatment under the U.S. federal income tax laws, including:

This summary assumes, as we believe to be the case, that Accenture International S.à.r.l. is not and has not been, and Accenture Holdings will not become, a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the Code.

Neither Accenture SCA nor Accenture Holdings will request a ruling from the IRS as to the U.S. federal income tax consequences of the Merger, post-Merger ownership and disposition of ordinary shares of Accenture Holdings or any other matter. There can be no assurance that the IRS will not challenge any of the U.S. federal income tax consequences described below.

As used in the remainder of this summary, the term “U.S. Holder” means a Holder (other than an Excluded Holder) who is for U.S. federal income tax purposes:

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If a partnership (including any entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds Class I Common Shares or ordinary shares of Accenture Holdings, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Class I Common Shares or ordinary shares of Accenture Holdings, you should consult your advisors.

A “Non-U.S. Holder” is a Holder (other than a partnership or an Excluded Holder) that is not a U.S. Holder.

ALL HOLDERS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS CONCERNING THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES. THIS SUMMARY IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER AND IS INTENDED ONLY AS A GENERAL GUIDE.

Material U.S. Federal Income Tax Consequences to U.S. Holders

The Merger

We believe that the receipt by U.S. Holders of ordinary shares of Accenture Holdings pursuant to the Merger should constitute a tax-free exchange under Sections 351 and 731 of the Code. One requirement for the Merger to qualify as a tax-free exchange is that Accenture Holdings must be treated as a corporation for purposes of Section 351 of the Code. Accenture Holdings will be treated as a corporation for purposes of Section 351 of the Code with respect to the transfer by U.S. Holders in the Merger only if certain tests set forth in the U.S. Treasury Regulations under Section 367(a) of the Code are satisfied. We believe that these tests should be satisfied and therefore that Accenture Holdings should be treated as a corporation for purposes of Section 351 of the Code. Provided that the requirements under Section 367(a) of the Code and the U.S. Treasury Regulations thereunder are satisfied, U.S. Holders will not recognize gain or loss in the Merger. The tax basis of ordinary shares of Accenture Holdings received by U.S. Holders in the Merger will be equal to the tax basis of their Class I Common Shares held prior to the Merger. The holding period of the ordinary shares of Accenture Holdings received by U.S. Holders will be more than one year.

However, the rules governing Section 367(a) of the Code are complex, and there is little guidance as to their application. Consequently, we cannot ensure that the tax consequences of the Merger will not be different than those described above, and it is possible that the IRS may assert, or that a court may sustain, that we have not satisfied the tests under Section 367(a) of the Code and the U.S. Treasury Regulations thereunder.

If it is determined that we have not satisfied the tests under Section 367(a) of the Code and the U.S. Treasury Regulations thereunder, each U.S. Holder will recognize gain (but not loss) for U.S. federal income tax purposes in an amount equal to the difference between such U.S. Holder’s proportionate share of the fair market value, at the effective time of the Merger, of Accenture Inc., a subsidiary of Accenture SCA, and such U.S. Holder’s proportionate share of Accenture SCA’s basis in its Accenture Inc. shares (adjusted to reflect any partner-level basis adjustments). Any such gain will be long-term capital gain. Long-term capital gains of certain non-corporate U.S. Holders, including individuals, generally are eligible for preferential rates of U.S. federal income taxation. A U.S. Holder will have an aggregate tax basis in the ordinary shares of Accenture Holdings received in the exchange equal to such U.S. Holder’s basis in Class I Common Shares surrendered, increased by the amount of gain recognized by such U.S. Holder in the Merger, as determined under the relevant U.S. income tax rules applicable to partnerships. The rules regarding a U.S. Holder’s holding period of such ordinary shares of Accenture Holdings are unclear. U.S. Holders are urged to consult their tax advisors regarding the potential

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application of certain “split holding period” rules to them and the treatment of any gain or loss realized on a future disposition of their ordinary shares of Accenture Holdings as long-term or short-term capital gain or loss.

Ownership of Ordinary Shares of Accenture Holdings

Following the consummation of the Merger, Accenture Holdings will be classified as a corporation for U.S. federal income tax purposes, in contrast to Accenture SCA, which has been classified as a partnership for these purposes. As a result of Accenture SCA’s classification as a partnership for U.S. federal income tax purposes, U.S. Holders included dividends in their taxable income in the calendar year the partnership year ended. The November 2014 dividend will be included in Accenture SCA’s taxable year ending on the date of the Merger. In contrast, dividends from Accenture Holdings will be taxed in the year in which such dividends are received, as discussed below. Thus, for example, as a result of the Merger, each U.S. Holder that reports income on the calendar year will be taxed in 2015 on the November 2014 dividend as well as the May 2015 dividend and the November 2015 dividend (if declared).

Distributions on Ordinary Shares of Accenture Holdings. Cash distributions on ordinary shares of Accenture Holdings (including any Irish tax withheld) will be taxable as dividends to the extent paid out of Accenture Holdings’ current or accumulated earnings and profits (as determined under U.S. federal income tax principles). It is anticipated that any distributions from Accenture Holdings will be from earnings and profits and thus will be treated as dividends. U.S. Holders will include dividends paid by Accenture Holdings in their gross income as ordinary income on the day of actual or constructive receipt. Such dividends will not be eligible for the dividends-received deduction allowed to corporations under the Code. U.S. Holders should note that income recognized with respect to November dividends will no longer be deferred to the subsequent calendar year.

With respect to non-corporate U.S. Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that, among other things, (1) is eligible for the benefits of a comprehensive income tax treaty with the United States which the United States Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision, and (2) is not a PFIC. The United States Treasury Department has determined that the current income tax treaty between the United States and Ireland meets these requirements, and Accenture Holdings believes it is eligible for the benefits of that treaty. As a result of the rules described above, we believe Accenture Holdings will be a qualified foreign corporation. Non-corporate U.S. Holders must hold their ordinary shares of Accenture Holdings for a minimum holding period, during which they are at the risk of loss, in order to be eligible for the reduced rates of taxation, regardless of Accenture Holdings’ status as a qualified foreign corporation. U.S. Holders that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

Subject to certain conditions and limitations, Irish withholding taxes on dividends, if any, may constitute foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Subject to certain conditions and limitations, for purposes of calculating the foreign tax credit, distributions paid on ordinary shares of Accenture Holdings that are treated as dividends for U.S. federal income tax purposes may be treated as income from sources outside the United States, in which case such income would generally constitute passive category income. Further, in certain circumstances, if a U.S. Holder has held ordinary shares of Accenture Holdings for less than a specified minimum period during which such U.S. Holder is not protected from risk of loss, or is obligated to make payments related to the dividends, such U.S. Holder may not claim a foreign tax credit for foreign taxes imposed on dividends paid on the ordinary shares of Accenture Holdings. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

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Any distribution in excess of Accenture Holdings’ current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, will first constitute, with respect to each share, a tax-free return of capital, causing a reduction in the adjusted basis of the ordinary shares of Accenture Holdings (thereby increasing the amount of gain, or decreasing the amount of loss, recognized on a subsequent disposition of the shares), and the balance in excess of adjusted basis will be taxable as capital gain recognized on a sale or exchange. Consequently, such distributions in excess of Accenture Holdings’ current and accumulated earnings and profits would generally not give rise to foreign source income and a U.S. Holder generally could not use the foreign tax credit arising from any Irish withholding tax imposed on such distributions unless such credit can be applied (subject to applicable limitations) against U.S. federal income tax due on other foreign source income in the appropriate category for foreign tax credit purposes. U.S. Holders should expect that any distribution from Accenture Holdings will generally be treated as a dividend (as discussed above).

Sale, Exchange or Other Taxable Disposition of Ordinary Shares of Accenture Holdings. For U.S. federal income tax purposes, a U.S. Holder will recognize taxable gain or loss on any sale or other taxable disposition of ordinary shares of Accenture Holdings in an amount equal to the difference between the amount realized for the shares and the U.S. Holder’s tax basis in the shares. Such gain or loss will generally be capital gain or loss. Capital gains of non-corporate U.S. Holders derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized will generally be treated as U.S. source gain or loss.

Treatment of Certain Irish Taxes. U.S. tax law does not allow a credit against income tax for any stamp duty or Irish capital acquisitions tax (as described under the heading “—Material Irish Tax Considerations”) imposed on a U.S. Holder. However, a U.S. Holder may be entitled to an income tax deduction or estate tax credit for such taxes, subject to applicable limitations under the Code. U.S. Holders should consult their tax advisors regarding the tax treatment of these Irish taxes.

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders

The Merger

In general, the receipt by Non-U.S. Holders of ordinary shares of Accenture Holdings following the cancellation of their Class I Common Shares in the Merger will not be subject to U.S. federal income or withholding tax on any realized gain with respect to the Merger.

Ownership of Ordinary Shares of Accenture Holdings

Non-U.S. Holders of ordinary shares of Accenture Holdings will generally not be subject to U.S. federal income or withholding tax on dividend income from Accenture Holdings and will not be subject to U.S. federal income or withholding tax on any gain recognized on a subsequent disposition of ordinary shares of Accenture Holdings, unless:

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of ordinary shares of Accenture Holdings and the proceeds from the sale, exchange or redemption of such shares that are paid within the United States (and in certain cases, outside the United States), unless the Holder is an exempt recipient such as a

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corporation or is not a U.S. Holder. A backup withholding tax may apply to such payments if the Holder fails to provide a taxpayer identification number or certification of other exempt or non-U.S. status or fails to report in full dividend and interest income. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

To avoid backup withholding tax on a subsequent disposition of ordinary shares of Accenture Holdings, or dividends paid on those shares, a Non-U.S. Holder may be required to provide a taxpayer identification number, certify the Non-U.S. Holder’s non-U.S. status or otherwise establish an exemption. Non-U.S. Holders of ordinary shares of Accenture Holdings should consult their personal tax advisors concerning the application of information reporting and backup withholding in their particular situations, the availability of exemptions, and the procedure for obtaining any available exemption. Any amount withheld from a payment to a Non-U.S. Holder under the backup withholding rules may be allowed as a refund or credit against the Non-U.S. Holder’s U.S. federal income tax, provided that the required information is timely furnished to the IRS.

Material Irish Tax Considerations

Scope of Discussion

The following is a summary of the material Irish tax considerations of the Merger to certain Non-Irish Holders (as defined below) and the ownership and disposal of ordinary shares of Accenture Holdings received by such Non-Irish Holders upon the consummation of the Merger. A “Non-Irish Holder” is an individual beneficial owner of Class I Common Shares or ordinary shares of Accenture Holdings that is neither resident nor ordinarily resident in Ireland for Irish tax purposes and does not hold Class I Common Shares or ordinary shares of Accenture Holdings in connection with a trade carried on by such person through an Irish branch or agency. The summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each Non-Irish Holder. The summary is based upon Irish tax laws and the practice of the Irish Revenue Commissioners in effect on the date of this information statement. Changes in law and/or administrative practice may result in a change in the tax considerations described below, possibly with retrospective effect.

The summary does not constitute tax advice and is intended only as a general guide. The summary is not exhaustive and shareholders should consult their tax advisors about the Irish tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the Merger and of the acquisition, ownership and disposal of ordinary shares of Accenture Holdings. The summary applies only to Non-Irish Holders who hold their Class I Common Shares and will own ordinary shares of Accenture Holdings as capital assets and does not apply to other categories of Non-Irish Holders, such as dealers in securities, trustees and Non-Irish Holders who acquired their Class I Common Shares or who have, or who are deemed to have, acquired their ordinary shares of Accenture Holdings by virtue of an Irish office or employment (performed or carried on to any extent in Ireland). Shareholders who are not Non-Irish Holders should consult their tax advisors about the Irish tax consequences of the Merger and of the acquisition, ownership and disposal of ordinary shares of Accenture Holdings.

Irish Tax on Chargeable Gains (Irish CGT)

We believe that Non-Irish Holders will not be subject to Irish CGT on the cancellation of their Class I Common Shares, or on the receipt of ordinary shares of Accenture Holdings pursuant to the Merger. Any subsequent disposal of ordinary shares of Accenture Holdings by Non-Irish Holders will not be subject to Irish CGT.

Stamp Duty

The rate of stamp duty (where applicable) on transfers of shares of Irish incorporated companies is 1% of the greater of the price paid or market value of the shares acquired. Where Irish stamp duty arises it is generally a liability of the transferee. However, in the case of a gift or transfer at less than fair market value, all parties to the transfer are jointly and severally liable.

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We believe that no stamp duty will be payable on the cancellation of Class I Common Shares or the issue of ordinary shares of Accenture Holdings pursuant to the Merger.

Transfers of ordinary shares of Accenture Holdings, including transfers to family members and charitable organizations, will be subject to Irish stamp duty, subject to any exemptions and reliefs. If Non-Irish Holders engage in transfers that would otherwise subject the Non-Irish Holder or their family members to Irish stamp duty, Accenture will pay the stamp duty. Redemption of ordinary shares of Accenture Holdings for cash or shares of Accenture plc will not result in stamp duty.

Withholding Tax on Dividends (DWT)

Distributions made by Accenture Holdings will, in the absence of one of many exemptions, be subject to DWT, currently at a rate of 20%.

For DWT and Irish income tax purposes, a distribution includes any distribution that may be made by Accenture Holdings to its shareholders, including cash dividends, non-cash dividends and additional stock taken in lieu of a cash dividend. Where an exemption from DWT does not apply in respect of a distribution made to a particular shareholder, Accenture Holdings is responsible for withholding DWT prior to making such distribution.

Non-Irish Holders resident in the United States, any European Union member state or any other Exempt Territory are likely to be entitled to an exemption from DWT, provided such Non-Irish Holder is beneficially entitled to the dividend. Among other requirements, such shareholders must furnish valid DWT Forms to Accenture Holdings’ transfer agent at least seven business days before the record date for any dividend to receive such dividends without suffering DWT. Non-Irish Holders should contact their personal tax advisors or GlobeTax at +1 212-747-9100 or eCertsIreland@GlobeTax.com. It is strongly recommended that such shareholders who are residents of Exempt Territories, including the United States, and who receive ordinary shares of Accenture Holdings pursuant to the Merger complete the appropriate DWT Forms and provide them to Accenture Holdings’ transfer agent as soon as possible after receiving their shares.

If any shareholder who is resident in an Exempt Territory, including the United States, receives a dividend from which DWT has been withheld, the shareholder may be entitled to claim a refund of DWT from the Irish Revenue Commissioners provided the shareholder is beneficially entitled to the dividend.

Other ordinary shareholders of Accenture Holdings that are not described above may nonetheless fall within other exemptions from DWT. If any shareholders are exempt from DWT, but receive dividends subject to DWT, such shareholders may apply for refunds of such DWT from the Irish Revenue Commissioners provided the shareholder is beneficially entitled to the dividend.

Income Tax on Dividends Paid on Ordinary Shares of Accenture Holdings

A Non-Irish Holder that is entitled to an exemption from DWT will have no Irish income tax or universal social charge liability on a dividend from Accenture Holdings.

A Non-Irish Holder that is not entitled to an exemption from DWT, and therefore is subject to DWT, generally will have no additional Irish income tax or universal social charge liability. The DWT deducted by Accenture Holdings discharges the Irish income tax and universal social charge liability.

Capital Acquisitions Tax (CAT)

CAT principally comprises gift tax and inheritance tax on property situated in Ireland for CAT purposes or otherwise within the territorial scope of CAT, and ordinary shares of Accenture Holdings are, in principle, property situated in Ireland for CAT purposes. The person who receives the gift or inheritance has primary liability for CAT.

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CAT is currently levied at a rate of 33% on the value of any taxable gift or inheritance above certain tax-free thresholds. The recipient has primary liability for CAT. The appropriate tax-free threshold depends upon (1) the relationship between the donor and the donee and (2) the aggregation of the values of previous taxable gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT, as are gifts to certain charities. Children have a lifetime tax-free threshold of €225,000 in respect of taxable gifts or inheritances received from their parents.

A gift of ordinary shares of Accenture Holdings will be subject to CAT, unless the gift qualifies for an exemption from CAT. Gifts of shares of Accenture Holdings to spouses and certain charities, as well as gifts to children below a certain threshold, qualify for an exemption and therefore are not subject to CAT in accordance with the rules described in the preceding paragraph. Also, we believe a gift of membership interests in certain non-Irish entities that hold shares of Accenture Holdings will not be a gift of Irish property and therefore will not give rise to CAT, unless the donor or donee is resident or ordinarily resident in Ireland or the donor has been Irish domiciled at any time up to and including the date of the gift. As in the past, if you are contemplating family or charitable transfers, contact us for additional information at LeadershipSCA@Accenture.com or +1 312-842-4222.

An inheritance of ordinary shares of Accenture Holdings held by the decedent at time of death will also be subject to CAT, unless the inheritance qualifies for an exemption from CAT. We believe that because ordinary shares of Accenture Holdings will, upon the death of a holder, automatically be redeemed and you will receive cash or Class A ordinary shares of Accenture plc as described under “Description of Ordinary Share Capital of Accenture Holdings—Share Repurchases, Redemptions and Conversions—Repurchases and Redemptions by Accenture Holdings”, CAT will not be due upon inheritance unless the donor or donee is resident or ordinarily resident in Ireland.

There is uncertainty surrounding the applicability of CAT under these circumstances and there can be no assurance that CAT will not be due in connection with a gift or upon inheritance.

Accenture Holdings shareholders should consult their personal tax advisors as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. This exemption does not apply to an inheritance.

ALL HOLDERS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THE MERGER AND OF THE ACQUISITION, OWNERSHIP, DISPOSAL OF, AND RECEIPT OF DIVIDENDS ON, ORDINARY SHARES OF ACCENTURE HOLDINGS. THE IRISH TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. FURTHERMORE, WE RECOMMEND THAT ALL HOLDERS CONSULT THEIR PERSONAL ADVISORS TO CONSIDER THEIR ESTATE PLANNING NEEDS, INCLUDING TRANSFERS OF CLASS I COMMON SHARES TO FAMILY MEMBERS AND CHARITABLE ORGANIZATIONS.

Material Luxembourg Tax Considerations

We believe that individual Class I Common Shareholders who are not resident in Luxembourg will not be subject to Luxembourg tax as a result of the Merger.

Material Tax Considerations in Other Jurisdictions

We believe that for holders of Class I Common Shares resident in Australia, the Merger will be a taxable exchange in which gain or loss will be recognized. We further believe that for holders of Class I Common Shares resident in Denmark, France, Italy, Norway, Spain or Sweden, the Merger should not be a taxable event under the tax laws of the country in which such holders are resident. However, tax laws are complex and the tax consequences in any individual case may depend on the facts and circumstances. We encourage all holders to consult their tax advisors regarding the applicable tax consequences of the Merger.

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DESCRIPTION OF ORDINARY SHARE CAPITAL OF ACCENTURE HOLDINGS

The following description of ordinary share capital of Accenture Holdings is a summary. This summary is qualified in its entirety by reference to Accenture Holdings’ articles of association, a deed poll to be executed by Accenture Holdings for the benefits of its shareholders (the “Deed Poll”), the form of which is attached as Annex B to this information statement, and the Irish Companies Acts. The complete text of Accenture Holdings’ memorandum and articles of association, which will be substantially in the form attached as Annex B to this information statement, are prepared in accordance with the provisions of the Irish Companies Act 2014. You should read those laws and documents carefully. The Irish Companies Acts 1963 to 2013 and the Irish Companies Act 2014 can be accessed online for free at http://www.irishstatutebook.ie or can be purchased in hardcopy format from the Irish Government Publications Office by calling +353 1-647-6834 or by e-mailing publications@opw.ie.

The Irish Companies Acts 1963 to 2013 contain numerous separate enactments implemented over a 50-year period and are due to be consolidated into a single piece of legislation, the Irish Companies Act 2014, which is expected to become effective June 1, 2015. The Irish Companies Act 2014 is a consolidation, as opposed to an overhaul, of the existing Irish Companies Acts 1963 to 2013 and will introduce limited changes to the existing law as described in this information statement. For the sake of completeness, a brief description of any relevant changes being introduced by the Irish Companies Act 2014 is included in this information statement, and where reference is made in this information statement to a specific section of the Irish Companies Acts 1963 to 2013, the corresponding reference in the Irish Companies Act 2014 is also included.

There are differences between Accenture SCA’s articles of association and Accenture Holdings’ memorandum and articles of association. See “Comparison of the Rights of Shareholders and Governance.”

Except where otherwise indicated, the description below reflects Accenture Holdings’ articles of association and the Deed Poll as those documents will be in effect as of the effective time of the Merger.

Capital Structure

Authorized Share Capital

The authorized share capital of Accenture Holdings is €44,000, comprised of 40,000 deferred shares with a nominal value of €1.00 per share and 4,000,000,000 ordinary shares with a nominal value of €0.000001 per share.

The deferred shares are issued solely to ensure that Accenture Holdings satisfies Irish law minimum share capital requirements for public limited companies at all times, and carry no voting rights or income rights and have only limited rights on a return of capital equal to the nominal value of those shares. In contrast, ordinary shares of Accenture Holdings carry full voting, income and return of capital rights, as further described in this information statement and in detail in Accenture Holdings’ articles of association.

Accenture Holdings may issue shares subject to the maximum authorized share capital contained in its memorandum and articles of association. The authorized share capital may be increased or reduced (but not below the number of issued ordinary shares or deferred shares, as applicable) by a simple majority of the votes cast at a general meeting (referred to under Irish law as an “ordinary resolution”). The shares comprising the authorized share capital of Accenture Holdings may be divided into shares of such nominal value as the resolution shall prescribe. As a matter of the Irish Companies Acts, the directors of Accenture Holdings may issue new ordinary or deferred shares without shareholder approval once authorized to do so by the articles of association or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution. Accenture Holdings’ shareholders have passed an ordinary resolution providing the board of directors with such an authority for a period of 18 months from the date of incorporation of Accenture Holdings on April 10, 2015. It is intended that this authority will be renewed by shareholders at each annual general meeting, which is in accordance with the customary practice of Irish public limited companies.

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The rights and restrictions to which the ordinary shares are subject are prescribed in Accenture Holdings’ articles of association and the Deed Poll. Irish law does not recognize fractional shares held of record. Accordingly, Accenture Holdings’ articles of association do not provide for the issuance of fractional ordinary shares of Accenture Holdings, and the official Irish register of Accenture Holdings will not reflect any fractional shares. Whenever an alteration or reorganization of the share capital of Accenture Holdings would result in any Accenture Holdings shareholder becoming entitled to fractions of a share, Accenture Holdings’ board of directors may, on behalf of those shareholders that would become entitled to fractions of a share, arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion among the shareholders who would have been entitled to the fractions. For the purpose of any such sale, Accenture Holdings’ board of directors may authorize some person to transfer the shares representing fractions to the purchaser, who shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

Under Irish law and the articles of association of Accenture Holdings, there are no limitations on the right of non-residents of Ireland or owners who are not citizens of Ireland to hold or vote shares of Accenture Holdings.

Issued Share Capital

Based on the number of Class I Common Shares outstanding as of April 22, 2015, Accenture Holdings would issue 1,020,202,244 ordinary shares with a nominal value of €0.000001 per share at the effective time of the Merger. All shares issued as part of the Merger will be issued as fully paid up and non-assessable.

At the effective time of the Merger, there will be 40,000 deferred shares of €1.00 each in issue, all of which will be beneficially held by Accenture plc. The deferred shares carry no voting rights, no income rights and only limited rights on a return of capital equal to the nominal value of those shares.

Pre-emption Rights

Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro rata basis, commonly referred to as the statutory pre-emption right. As provided by Irish law, Accenture Holdings has opted out of these pre-emption rights by passing a special resolution, with such authority to expire 18 months after Accenture Holdings’ incorporation on April 10, 2015. It is intended that Accenture Holdings will follow the customary practice of Irish public limited company by having this authority renewed by shareholders at each annual general meeting, which would require the approval of not less than 75% of the votes of Accenture Holdings’ shareholders cast at a general meeting at which a quorum is present. If the opt-out is not renewed, shares issued for cash must be offered to existing shareholders of Accenture Holdings on a pro rata basis to their existing shareholding before the shares can be issued to any new shareholders. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition) and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or where shares are issued pursuant to an employee option or similar equity plan.

Share Warrants and Share Options

The articles of association of Accenture Holdings provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Accenture Holdings is subject, Accenture Holdings’ board of directors is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as Accenture Holdings’ board of directors deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as Accenture Holdings’ board of directors may deem advisable and to cause warrants or other appropriate instruments evidencing such options to be issued. At the present, we do not intend to list Accenture Holdings on a

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“recognized stock exchange” or “regulated market” within the meaning of Irish law. The Irish Companies Acts further provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. Accenture Holdings’ board of directors may issue shares upon exercise of warrants or options without shareholder approval or authorization.

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves generally mean accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reduction (i.e., by cancelling amounts standing to the credit of undistributable reserves of a company and crediting that amount to the profit and loss account of the company to be treated as realized profits available for distribution). In addition, no distribution or dividend may be made unless the net assets of Accenture Holdings are equal to, or in excess of, the aggregate of Accenture Holdings’ called-up share capital (i.e., the value of the Accenture Holdings’ issued shares that remain fully or partially unpaid, and whose holders have been called upon to pay the amount outstanding) plus undistributable reserves and the distribution does not reduce Accenture Holdings’ net assets below such aggregate. Undistributable reserves include undenominated capital and the amount by which Accenture Holdings’ accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Accenture Holdings’ accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not Accenture Holdings has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant accounts” of Accenture Holdings. The “relevant accounts” are either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of Accenture Holdings’ unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

Accenture Holdings’ articles of association authorize the directors to pay interim dividends (i.e., dividends declared otherwise than at a general meeting of the company after approval by shareholders, such as a semi-annual dividend) without shareholder approval to the extent they appear justified by profits. Accenture Holdings’ board of directors may also recommend a dividend to be approved and declared by the Accenture Holdings shareholders at a general meeting. Accenture Holdings’ board of directors may direct that the payment be made by distribution of assets, shares or cash, and no dividend issued may exceed the amount recommended by the directors. Dividends may be declared and paid in the form of cash or non-cash assets and may be paid in U.S. dollars or any other currency. All holders of ordinary shares of Accenture Holdings will participate pro rata in respect of any dividend which may be declared in respect of ordinary shares by Accenture Holdings. The holders of the deferred shares do not have any right to receive a dividend.

We expect that Accenture Holdings will have sufficient distributable reserves to make distributions by way of dividends on or prior to the date it expects to declare its first dividend and the date on which holders of Accenture Holdings shares can first elect to have their shares redeemed for cash or for Class A ordinary shares of Accenture plc.

The directors of Accenture Holdings may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to Accenture Holdings in relation to the ordinary shares of Accenture Holdings. All Accenture Holdings shares issued pursuant to the Merger shall be deemed to be fully paid up such that no deductions should be made in respect of dividends on such shares.

For information about the Irish tax considerations relating to dividend payments, see “Material Tax Considerations Relating to the Merger—Material Irish Tax Considerations—Withholding Tax on Dividends (DWT).”

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Share Repurchases, Redemptions and Conversions

Overview

Accenture Holdings’ articles of association provide that any ordinary share that Accenture Holdings has agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish law purposes, the repurchase of ordinary shares by Accenture Holdings will technically be effected as a redemption of those shares as described below under “—Repurchases and Redemptions by Accenture Holdings.” Except where otherwise noted, references elsewhere in this information statement to repurchasing or buying back ordinary shares of Accenture Holdings refer to the redemption of ordinary shares by Accenture Holdings or the purchase of ordinary shares of Accenture Holdings by a subsidiary of Accenture Holdings, in each case in accordance with Accenture Holdings’ memorandum and articles of association and Irish law as described below.

Repurchases and Redemptions by Accenture Holdings

Under Irish law, a company may issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that purpose. See also “—Dividends.” Accenture Holdings may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of the total issued share capital of Accenture Holdings. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Pursuant to Accenture Holdings’ articles of association described above, shareholder approval will not be required to redeem ordinary shares of Accenture Holdings.

Holders of ordinary shares of Accenture Holdings will have the ability, subject to the restrictions on redemption contained in Accenture Holdings’ articles of association (as described below) and the Irish Companies Acts and any contractual restrictions on redemption that may be applicable to a holder, to require that Accenture Holdings redeem all or a portion of such holder’s ordinary shares of Accenture Holdings. In that case, Accenture Holdings is obligated, subject to the availability of distributable reserves, to redeem any ordinary shares of Accenture Holdings. The redemption price per share generally equals the average of the high and low sale prices of a Class A ordinary share of Accenture plc as reported on the New York Stock Exchange (or certain other exchange on which they may be listed from time to time) on the trading day on which Accenture Holdings receives an irrevocable notice of redemption from a holder of ordinary shares of Accenture Holdings if received prior to close of trading for that day, or on the following trading day if Accenture Holdings receives the irrevocable notice of redemption later than the close of trading on that day. Accenture Holdings may, at its option, pay the redemption price in cash or by delivering Class A ordinary shares of Accenture plc on a one-for-one basis, subject to adjustment for dividends and share splits.

Under Accenture Holdings’ articles of association, Accenture Holdings may refuse to honor a redemption request:

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In addition to a holder’s right to require Accenture Holdings to redeem its shares, the board of directors of Accenture Holdings can, as is the case currently for the general partner of Accenture SCA, redeem a holder’s ordinary shares of Accenture Holdings at any time for Class A ordinary shares of Accenture plc using the same valuation as described in the second preceding paragraph, where the board of directors receives a satisfactory opinion from an internationally recognized counsel or professional tax advisor that such redemption should be tax-free with respect to such holder.

Ordinary shares of Accenture Holdings will not transmit to the holder’s estate on its death. Instead, Accenture Holdings will automatically redeem such holder’s shares, with effect deemed to occur on the date of death, and pursuant to the Deed Poll, the holder’s estate will receive cash or, at the discretion of Accenture Holdings, Class A ordinary shares of Accenture plc, delivered through the Depository Trust Company or similar provider of depositary services using the same valuation as described in the third preceding paragraph, in each case, net of a nominal payment of cash consideration in accordance with the provisions of Accenture Holdings’ articles of association. Accenture Holdings will hold the nominal cash consideration in trust for the benefit of the holder’s estate.

In connection with the redemption of a holder’s ordinary shares of Accenture Holdings, if such a holder also holds Class X ordinary shares of Accenture plc, Accenture plc will redeem a corresponding number of such holder’s Class X ordinary shares of Accenture plc at a per share cash purchase price equal to the par value of a Class X ordinary share of Accenture plc, which is US$0.0000225 per share.

In circumstances where Accenture Holdings elects to satisfy any redemption right exercised by a holder of ordinary shares of Accenture Holdings with Class A ordinary shares of Accenture plc, the Class A ordinary shares delivered to such a holder will be validly issued, fully paid and non-assessable.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Accenture Holdings (which includes, for the purpose of this calculation, shares in Accenture Holdings held by its subsidiaries) at any time must not exceed 10% of the nominal value of the issued share capital of Accenture Holdings. Accenture Holdings may not exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by Accenture Holdings or reissued subject to certain conditions.

The shares held by subsidiaries of Accenture Holdings will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Accenture Holdings. While a subsidiary holds shares of Accenture Holdings, such subsidiary cannot exercise any voting rights in respect of those shares. The acquisition of ordinary shares of Accenture Holdings by a subsidiary must be funded out of distributable reserves of the subsidiary.

Share Purchases by Subsidiaries of Accenture Holdings

Under Irish law, a subsidiary of Accenture Holdings may purchase ordinary shares of Accenture Holdings as off-market purchases. For a subsidiary of Accenture Holdings to make an off-market purchase, the proposed purchase contract must be authorized by special resolution of the shareholders of Accenture Holdings before the contract is entered into. The special resolution is not effective if any shareholder of ordinary shares of Accenture Holdings to which the resolution relates exercises the voting rights carried by any of these shares in voting on the resolution and the resolution would not have been passed if such holder had not done so. The purchase contract must be on display at the registered office of Accenture Holdings from the date of the notice of the meeting at which the special resolution is to be proposed to the date of the meeting itself. Any shareholder authority for subsidiary off-market purchases shall specify the date on which the authority is to expire which shall not be later than 18 months after the date on which the special resolution granting the authority is passed.

Conversion

Ordinary shares of Accenture Holdings are not convertible.

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Liens on Shares, Calls on Shares and Forfeiture of Shares

Accenture Holdings’ articles of association provide that Accenture Holdings will have a first and paramount lien on every share for all moneys payable, whether presently due or not, in respect of all of Accenture Holdings’ issued shares. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made, the shares may be forfeited. These provisions are standard inclusions in the articles of association of an Irish public limited company such as Accenture Holdings and will only be applicable to shares of Accenture Holdings that have not been fully paid up. All Accenture Holdings shares issued as part of the Merger will be fully paid up.

Accenture Holdings’ articles of association further provide that Accenture Holdings will have a lien on payments to be made in respect of a share where Accenture Holdings has a withholding tax or stamp duty obligation in respect of such share.

Bonus Shares

Under Accenture Holdings’ articles of association, Accenture Holdings’ board of directors may resolve to capitalize any amount credited to any reserve (including the undenominated capital) or credited to the profit and loss account and use such amount for the issuance to shareholders of shares as fully paid bonus shares on the same basis of entitlement as would apply in respect of a dividend distribution.

Consolidation and Division; Subdivision

Under its articles of association, Accenture Holdings may, by an ordinary resolution, consolidate its issued share capital into a smaller number of shares, and divide or subdivide its issued share capital into a larger number of shares.

Reduction of Share Capital

Accenture Holdings may, by ordinary resolution, reduce its authorized but unissued share capital. Accenture Holdings also may, by a special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any manner permitted by the Irish Companies Acts.

Annual Meetings of Shareholders

Accenture Holdings will be required to hold an annual general meeting within 18 months of incorporation and at intervals of no more than 15 months from the previous annual general meeting, provided that an annual general meeting is held in each calendar year following the first annual general meeting and no more than nine months after Accenture Holdings’ fiscal year end. Accenture Holdings was incorporated on April 10, 2015, and plans to hold its first annual general meeting in the first quarter of calendar year 2016 if the Merger is consummated.

Notice of an annual general meeting must be given to all ordinary shareholders of Accenture Holdings and to the auditors of Accenture Holdings. The articles of association of Accenture Holdings provide for a minimum notice period of 21 clear days in writing (i.e., 21 calendar days excluding the day when the notice is given or deemed to be given and the day of the event for which it is given or on which it is to take effect).

The only matters which must, as a matter of the Irish Companies Acts, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the declaration of a dividend, the review by members of the company’s business and the appointment of new auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an existing auditor at an annual general meeting, the existing auditor will be deemed to have continued in office.

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At any annual general meeting, only such business may be conducted as has been brought before the meeting (1) by or at the direction of Accenture Holdings’ board of directors, (2) in certain circumstances, at the direction of the Irish High Court, (3) as required by law or (4) such business that the chairman of the meeting determines is properly within the scope of the meeting. The business to be conducted at any annual general meeting must be set forth in the notice of the meeting.

Extraordinary General Meetings of Shareholders

Extraordinary general meetings of Accenture Holdings may be convened by (1) Accenture Holdings’ board of directors, (2) on requisition of the shareholders holding not less than 10% of the paid up share capital of Accenture Holdings carrying voting rights, (3) on requisition of Accenture Holdings’ auditors or (4) in exceptional cases, by order of the Irish High Court. Extraordinary general meetings are generally held for the purpose of approving shareholder resolutions as may be required from time to time. At any extraordinary general meeting, only such business shall be conducted as is set forth in the notice thereof.

Notice of an extraordinary general meeting must be given to all ordinary shareholders of Accenture Holdings and to the auditors of Accenture Holdings. Under Accenture Holdings’ articles of association, the minimum notice period is 21 clear days’ notice in writing for an extraordinary general meeting.

In the case of an extraordinary general meeting convened by shareholders of Accenture Holdings, the proposed purpose of the meeting must be set out in the requisition notice. Upon receipt of any such valid requisition notice, Accenture Holdings’ board of directors has 21 calendar days to convene a meeting of ordinary shareholders of Accenture Holdings to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If Accenture Holdings’ board of directors does not convene the meeting within such 21 day period, the requisitioning shareholders, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of Accenture Holdings’ receipt of the requisition notice.

If Accenture Holdings’ board of directors becomes aware that the net assets of Accenture Holdings are not greater than half of the amount of Accenture Holdings’ called-up share capital, the directors of Accenture Holdings must convene an extraordinary general meeting of ordinary shareholders of Accenture Holdings not later than 28 calendar days from the date that they learn of this fact to consider how to address the situation.

Quorum for General Meetings

The articles of association of Accenture Holdings provide that no business shall be transacted at any general meeting (i.e., an annual general meeting or an extraordinary general meeting) unless a quorum is present. A quorum requires the presence of at least one person holding or representing by proxy (whether or not such holder actually exercises his voting rights in whole, in part or at all at the meeting) more than 50% of the total issued voting rights of ordinary shares of Accenture Holdings. Abstentions will be counted as present for purposes of determining whether there is a quorum.

Voting

Under Accenture Holdings’ articles of association, each Accenture Holdings shareholder is entitled to one vote for each ordinary share of Accenture Holdings that he or she holds as of the record date for the meeting. The holders of Accenture Holdings deferred shares are not entitled to a vote. Accenture Holdings may not exercise any voting rights in respect of any shares held as treasury shares. The shares held by subsidiaries of Accenture Holdings will count as treasury shares for this purpose, and such subsidiaries cannot therefore exercise any voting rights in respect of those shares.

Irish law distinguishes between “ordinary business” and “special business.” Most matters are deemed “special” with the exception of declaring a dividend, the consideration of the statutory financial statements and the reports of the directors and auditors, the review by the shareholders of the company’s affairs, the fixing of the remuneration of auditors and the election of directors, all of which are deemed to be “ordinary business.”

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Accenture Holdings’ articles of association provide that, except where a greater majority is required by the Irish Companies Acts (such as any matters that require special resolutions of the shareholders) as described below, any question, business or resolution proposed at any general meeting shall be decided by a simple majority of the votes cast.

At any meeting of Accenture Holdings, all resolutions will be decided on a poll. Every shareholder entitled to vote has one vote for each share held unless otherwise provided in Accenture Holdings’ articles of association. Voting rights may be exercised by shareholders registered in the share register as of the record date for the meeting or by a duly appointed proxy of such a registered shareholder, which proxy need not be a shareholder. All proxies must be appointed in accordance with Accenture Holdings’ articles of association.

Holders of ordinary shares of Accenture Holdings, other than in respect of shares held by Accenture plc and any of Accenture Holdings’ subsidiaries, will continue to hold, with effect from the Merger, the same number of Class X ordinary shares of Accenture plc held prior to the Merger entitling them to vote, along with holders of Class A ordinary shares of Accenture plc, on matters submitted to a vote of Accenture plc shareholders. A corresponding number of Class X ordinary shares of Accenture plc may be redeemed at par value upon any redemption of ordinary shares of Accenture Holdings.

The Irish Companies Acts require special resolutions of the shareholders at a general meeting to approve certain matters. Special resolutions require the approval of not less than 75% of the votes cast by shareholders present at a general meeting in person or by a proxy. Examples of matters requiring special resolutions include:

Neither Irish law nor any constitutional document of Accenture Holdings places limitations on the right of non-resident or foreign owners to vote or hold ordinary shares of Accenture Holdings.

Action by Written Consent

The Irish Companies Acts provide that shareholders may approve a resolution without a meeting if (1) all shareholders sign the written resolution and (2) the company’s articles of association permit written resolutions of shareholders. Accenture Holdings’ articles of association provide shareholders with the right to take action by unanimous written consent as permitted by Irish law.

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Variation of Rights Attaching to a Class of Shares

Under Accenture Holdings’ articles of association and the Irish Companies Acts, any variation of class rights attaching to any Accenture Holdings shares must be approved in writing by holders of three-quarters of the issued shares in that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class, provided that, if the relevant class of holders has only one holder, that person present in person or by proxy shall constitute the necessary quorum.

The provisions of the articles of association of Accenture Holdings relating to general meetings also apply to general meetings of the holders of any class of shares except that the necessary quorum is determined with reference to the shares of such class.

Inspection of Books and Records

Under Irish law, Accenture Holdings’ shareholders have the right to: (1) receive a copy of the memorandum and articles of association of Accenture Holdings and any act of the Irish Government that alters the memorandum and articles of association of Accenture Holdings; (2) inspect and obtain copies of the minutes of general meetings and resolutions of Accenture Holdings; (3) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Accenture Holdings; (4) receive copies of balance sheets and directors’ and auditors’ reports of Accenture Holdings that have previously been made available to shareholders prior to an annual general meeting; and (5) receive balance sheets of any subsidiary of Accenture Holdings that have previously been made available to shareholders prior to an annual general meeting for the preceding ten years. The auditors of Accenture Holdings will also have the right to inspect all books, records and vouchers of Accenture Holdings. The auditors’ report must be made available to the shareholders with Accenture Holdings’ financial statements prepared in accordance with Irish law, 21 clear days before the annual general meeting and must be read to the shareholders at Accenture Holdings’ annual general meeting.

Appraisal Rights

Generally, under Irish law, shareholders of an Irish company do not have dissenters’ or appraisal rights. Under the Irish Regulations, which govern the merger of an Irish company limited by shares and a company incorporated in the EEA, which includes all member states of the European Union, Norway, Iceland and Liechtenstein, and where the other company is the surviving entity, a shareholder (1) of the non-surviving company who voted against the special resolution approving the transaction or (2) of a company in which 90% of the shares are held by the other party to the transaction, has the right to request that the company acquire its shares for cash at a price determined in accordance with the share exchange ratio set out in the acquisition agreement.

Disclosure of Interests in Shares

Under the Irish Companies Acts, there is a notification requirement for shareholders who acquire or cease to be interested in 5% of the shares of an Irish public limited company. An Accenture Holdings shareholder therefore must make such a notification to Accenture Holdings if, as a result of a transaction, the shareholder will be interested in 5% or more of the relevant share capital of Accenture Holdings, or if, as a result of a transaction, a shareholder who was interested in 5% or more of the relevant share capital of Accenture Holdings ceases to be so interested. Where a shareholder is interested in 5% or more of the relevant share capital of Accenture Holdings (i.e., voting shares), any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to Accenture Holdings. The relevant percentage figure is calculated by reference to the aggregate nominal value of the Accenture Holdings shares in which the shareholder is interested as a proportion of the entire nominal value of the issued share capital of Accenture Holdings (or any such class of share capital in issue). Where the percentage level of the shareholder’s interest does not amount to a whole percentage this figure may be rounded down to the next

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whole number. Accenture Holdings must be notified within five calendar days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any ordinary shares of Accenture Holdings it holds will not be enforceable, either directly or indirectly. However, such person may apply to the Irish High Court to have the rights attaching to such shares reinstated. The 5% disclosure thresholds described above will be reduced to 3% under the Irish Companies Act 2014.

The Irish Companies Acts require that any reference to an “interest” in shares in a company be read as including a reference to any interest of any kind whatsoever in shares, and accordingly there shall be disregarded any restraints or restrictions to which the exercise of any right attached to the interests is or may be subject.

The relevant percentage figure is calculated by reference to the aggregate par value of the shares in which the shareholder is interested as a proportion of the entire par value of ordinary share capital of Accenture Holdings. Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. All such disclosures should be notified to the company within five calendar days of the alteration of the shareholder’s interests that give rise to the requirement to notify.

In addition to these disclosure requirements, Accenture Holdings, under the Irish Companies Acts and also under its articles of association, may by notice in writing require a person whom Accenture Holdings knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in shares comprised in Accenture Holdings’ relevant share capital (1) to indicate whether or not it is the case and (2) where such person holds or has during that time held an interest in the shares of Accenture Holdings, to give such further information as may be required by Accenture Holdings, including particulars of such person’s own past or present interests in ordinary shares of Accenture Holdings. Any information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.

Where such a notice is served by Accenture Holdings on a person who is or was interested in shares of the company and that person fails to give the company any of the requested information within the reasonable time specified, Accenture Holdings may apply to the Irish High Court for an order directing that the affected shares be subject to certain restrictions. Under the Irish Companies Acts, the restrictions that may be placed on the shares by the court are as follows:

The Irish High Court may also order that shares subject to any of these restrictions be sold with the restrictions terminating upon the completion of the sale.

Anti-takeover Provisions

No Irish or European Union takeover provisions will apply to Accenture Holdings as Accenture Holdings is not listed on a “recognized stock exchange” or “regulated market” within the meaning of Irish law.

Corporate Governance

The articles of association of Accenture Holdings allocate authority over the day-to-day management of Accenture Holdings to Accenture Holdings’ board of directors. Accenture Holdings’ board of directors may then

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delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether directors or not) as it thinks fit. However, the directors will remain responsible, as a matter of Irish law, for the proper management of the affairs of Accenture Holdings. Committees may meet and adjourn as they determine proper. Unless otherwise determined by Accenture Holdings’ board of directors, the quorum necessary for the transaction of business at any committee meeting shall be two members of such committee.

The quorum necessary for the transaction of business at any meeting of the board of directors shall be two directors or a majority of directors then in office, whichever is the higher number.

Accenture Holdings’ articles of association also permit its board of directors to act by unanimous written consent.

Legal Name; Formation; Fiscal Year; Registered Office

The current legal and commercial name of Accenture Holdings is Accenture Holdings plc. Accenture Holdings was incorporated in Ireland on April 10, 2015 as a public limited company, under the name Hesta Public Limited Company (registration number 560222). Accenture Holdings’ fiscal year ends on August 31, and Accenture Holdings’ registered address is 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland.

Election of Directors

The Irish Companies Acts provide for a minimum of two directors. Accenture Holdings’ articles of association provide that, subject to any ordinary resolution passed by shareholders increasing the number of directors, the number of directors will be not less than two and not more than ten.

Directors shall be appointed (at a general meeting or otherwise) as follows:

Each director appointed in any of the manners described above will remain a director, subject to the provisions of the Irish Companies Acts and Accenture Holdings’ articles of association, until such director retires, resigns or is removed in accordance with Accenture Holdings’ articles of association.

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A director may appoint in writing any person to be his or her alternative, subject to approval by a resolution of the board of directors. Any alternate shall be entitled to receive a notice of, and attend and vote at the board meetings. The appointing director can revoke the appointment of the alternate at any time.

Removal of Directors

Under the Irish Companies Acts and notwithstanding anything contained in Accenture Holdings’ memorandum and articles of association or in any agreement between Accenture Holdings and a director, the shareholders may, by an ordinary resolution, remove a director from office before the expiration of his or her term at a meeting held on no less than 28 calendar days’ notice and at which the director is entitled to be heard. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) that the director may have against Accenture Holdings in respect of his or her removal.

In addition, Accenture Holdings’ articles of association provide that Accenture Holdings shareholders representing 50% or more of ordinary shares of Accenture Holdings then in issue may remove a director at any time by notice in writing to Accenture Holdings.

Accenture Holdings’ board of directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any maximum number of directors so fixed. Accenture Holdings may by ordinary resolution elect another person in place of a director removed from office and without prejudice to the powers of the directors under the articles of association. Accenture Holdings in a general meeting may elect any person to be a director to fill a vacancy or an additional director, subject to the maximum number of directors set out in the articles of association.

Duration; Dissolution; Rights upon Liquidation

Accenture Holdings’ duration is unlimited. Accenture Holdings may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding-up, a special resolution of shareholders is required. Accenture Holdings may also be dissolved by way of court order on the application of a creditor or by the Companies Registration Office (the official public registry for companies in Ireland) as an enforcement measure where Accenture Holdings has failed to file certain returns. The Director of Corporate Enforcement in Ireland may also seek to have Accenture Holdings wound-up where the affairs of Accenture Holdings have been investigated by an inspector and it appears from the report or any information obtained by the Director of Corporate Enforcement that Accenture Holdings should be wound up.

Accenture Holdings’ articles of association provide that the ordinary shareholders of Accenture Holdings are entitled to participate pro rata in a winding-up.

Uncertificated Shares

Unless Accenture Holdings’ board of directors resolves otherwise, holders of ordinary shares of Accenture Holdings will not be entitled to receive a share certificate in respect of any ordinary shares.

Stock Exchange Listing

Ordinary shares of Accenture Holdings are not listed on a stock exchange and Accenture Holdings does not intend to effect any such listing.

No Sinking Fund

Ordinary shares of Accenture Holdings have no sinking fund provisions.

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No Liability for Further Calls or Assessments

Ordinary shares of Accenture Holdings to be issued in connection with the Merger will be duly and validly issued and fully paid and non-assessable.

Transfer and Registration of Shares

Accenture Holdings’ secretary maintains the share register, registration in which will be determinative of membership in Accenture Holdings. A shareholder of Accenture Holdings who holds shares beneficially will not be the holder of record of such shares. Instead, the depositary or other nominee will be the holder of record of those shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depositary or other nominee will not be registered in Accenture Holdings’ official share register, as the depositary or other nominee will remain the record holder of any such shares.

A written instrument of transfer is required under Irish law in order to register on Accenture Holdings’ official share register any transfer of shares (1) from a person who holds such shares directly to any other person, (2) from a person who holds such shares beneficially to a person who holds such shares directly or (3) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depositary or other nominee that is the record owner of the transferred shares. Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on Accenture Holdings’ official Irish share register.

Accenture Holdings’ articles of association provide that, except for a transfer taking the form of a redemption, or a transfer to Accenture plc or a subsidiary thereof, no transfer of ordinary shares of Accenture Holdings can be made unless Accenture Holdings’ board of directors shall have given its prior approval to a contemplated transfer. Accenture Holdings’ articles of association further provide that any transfer not made in compliance with the terms of the articles of association shall, with respect to Accenture Holdings, be deemed to be null and void.

Except for a transfer taking the form of a redemption, a transfer to Accenture plc or a subsidiary of Accenture plc or as otherwise approved by Accenture Holdings board of directors, if a holder of ordinary shares of Accenture Holdings wants to transfer all or part of its ordinary shares or all or part of the rights attached thereto, in any form whatsoever, it must submit an application beforehand to Accenture Holdings by any means approved by Accenture Holdings’ board of directors. A transfer application shall contain the name of the contemplated transferee, the contemplated sale price or consideration as well as any other relevant information. The decision by Accenture Holdings’ board of directors will be made known to the applicant as soon as reasonably practicable after it shall have been taken. The decision of Accenture Holdings’ board of directors in respect of the application may be made known to the applicant by any means approved by Accenture Holdings’ board of directors.

Any transfer of ordinary shares of Accenture Holdings that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to Accenture Holdings’ secretary. If, after the Merger, shareholders engage in transfers that would otherwise subject the shareholder or their family members to Irish stamp duty, Accenture will pay the stamp duty. Accenture Holdings’ articles of association include customary provisions that allow Accenture Holdings, in its absolute discretion, to create an instrument of transfer and pay (or procure the payment of) any stamp duty, which is the legal obligation of a buyer. In the event of any such payment, Accenture Holdings is (on behalf of itself or its affiliates) entitled to (1) seek reimbursement from the buyer, (2) set off the amount of the stamp duty against future dividends payable to the buyer and (3) claim a lien against the ordinary shares of Accenture Holdings on which it has paid stamp duty. Notwithstanding these customary rights, Accenture has agreed to pay the stamp duty for transfers that would otherwise subject the shareholder or their family members to Irish stamp duty and not seek reimbursement, set off the amount against future dividends or claim a lien against the ordinary shares on which

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the stamp duty was paid. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in ordinary shares of Accenture Holdings has been paid unless one or both of such parties is otherwise notified by Accenture Holdings.

Accenture Holdings’ articles of association delegate to Accenture Holdings’ secretary or assistant secretary the authority to execute an instrument of transfer on behalf of a transferring party.

Tax Matters

Accenture Holdings’ board of directors may, in its sole discretion, make any tax elections with respect to Accenture Holdings, provided that Accenture Holdings’ board of directors reasonably determines that any such election would not have an adverse tax impact on any holder of Accenture Holdings’ shares.

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COMPARISON OF RIGHTS OF SHAREHOLDERS AND

GOVERNANCE

Your rights as a holder of Class I Common Shares are governed by the Luxembourg Companies Act and Accenture SCA’s articles of association. As a result of the Merger, Accenture SCA will be dissolved, and the holders of Class I Common Shares will become the holders of an equivalent number of ordinary shares of Accenture Holdings, a public limited company organized under the laws of Ireland. The rights of the shareholders of Accenture Holdings will be governed by applicable Irish law, including the Irish Companies Acts, and by Accenture Holdings’ memorandum and articles of association.

The Irish Companies Acts 1963 to 2013 are due to be consolidated into a single piece of legislation, the Irish Companies Act 2014, which is expected to become effective June 1, 2015. The Irish Companies Act 2014 is a consolidation of the existing Irish Companies Acts 1963 to 2013 and will introduce limited changes to the existing law as described in this information statement. For the sake of completeness, a brief description of any relevant changes being introduced by the Irish Companies Act 2014 is included in this information statement, and where reference is made in this information statement to a specific section of the Irish Companies Acts 1963 to 2013, the corresponding reference in the Irish Companies Act 2014 is also included.

Many of the principal attributes of Class I Common Shares and ordinary shares of Accenture Holdings will be similar. However, there are differences between the rights of shareholders of Accenture SCA under Luxembourg law and the rights of shareholders of Accenture Holdings under Irish law following the Merger. In addition, there are differences between Accenture SCA’s articles of association and Accenture Holdings’ memorandum and articles of association as they will be in effect after the completion of the Merger. These differences are more particularly described below, but the material differences are generally characterized as follows:

The following is a summary comparison of the rights of Accenture SCA shareholders under the Luxembourg Companies Act and the Accenture SCA articles of association and the rights such shareholders will have as shareholders of Accenture Holdings under the Irish Companies Acts and Accenture Holdings’ memorandum and articles of association effective following the Merger. The statements in this section are qualified in their entirety by reference to, and are subject to, the detailed provisions of Accenture SCA’s articles of association and Accenture Holdings’ memorandum and articles of association as will be in effect after the effective time of the Merger, the form of which is attached as Annex B to this information statement. Accenture SCA’s articles of association are incorporated by reference herein. See “Where You Can Find More Information.” We encourage you to read those documents carefully. You are also urged to carefully read the relevant provisions of the Luxembourg Companies Act, the Irish Companies Acts 1963 to 2013 and the Irish Companies Act 2014 for a more complete understanding of the differences between being a shareholder of

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Accenture SCA and a shareholder of Accenture Holdings. The Irish Companies Acts 1963 to 2013 and the Irish Companies Act 2014 can be accessed online for free at http://www.irishstatutebook.ie or can be purchased in hardcopy format from the Irish Government Publications Office by calling +353 1-647-6834 or by e-mailing publications@opw.ie.

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THE EXTRAORDINARY GENERAL MEETING

Class I Common Shareholders are being asked to approve at the Extraordinary General a proposal to submit the Merger and related proposals that will result in you owning ordinary shares of Accenture Holdings, an Irish company, instead of Class I Common Shares of Accenture SCA, a Luxembourg company. Accenture plc, which held 95% of Class I Common Shares entitled to vote as of the record date, will vote all of the shares that it holds in favor of approving the proposals on behalf of both Accenture SCA and Accenture Holdings. Therefore, the proposals will be passed at the Extraordinary General Meeting.

The general partner and manager of Accenture SCA is not asking you for a proxy in connection with the Extraordinary General Meeting.

General

The Extraordinary General Meeting will be conducted in accordance with the articles of association of Accenture SCA.

Time, Place and Date

The Extraordinary General Meeting is scheduled to be held at 12:00 p.m., local time, on June 26, 2015, at the offices of Allen & Overy s.c.s. at 33, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

Purpose of the Extraordinary General Meeting

At the meeting, Accenture plc, the general partner and manager of Accenture SCA, will ask Class I Common Shareholders to vote on the following proposals:

Accenture plc, the general partner and manager of Accenture SCA, recommends that Class I Common Shareholders vote “FOR” each of the proposals at the Extraordinary General Meeting.

Voting Rights; Vote Required for Approval

Voting rights. Holders of Class I Common Shares as of the record date, other than Accenture SCA and its direct and indirect subsidiaries, are entitled to one vote per share held on all matters submitted to a vote of shareholders.

Vote required for approval. Each of the proposals must be approved at the Extraordinary General Meeting by the affirmative vote of two-thirds of the Class I Common Shares represented and voting at the Extraordinary General Meeting, with each holder of Class I Common Shares of record, other than Accenture SCA and its direct

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and indirect subsidiaries, being entitled to one vote per share, and with a quorum of at least 50% of the outstanding Class I Common Shares issued and outstanding and entitled to vote. Abstentions and null votes will not be counted for the determination of such threshold.

How You Can Vote

You may vote your shares either by voting in person at the Extraordinary General Meeting or by a proxy designated by you, which must be received by 11:59 p.m., local time, on June 24, 2015 at the registered and principal office of Accenture SCA at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

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BENEFICIAL OWNERSHIP

Beneficial Ownership of More than Five Percent

As of April 22, 2015, the only person known by Accenture SCA to be a beneficial owner of more than 5% of Class I Common Shares was as follows:

Beneficial Ownership of Directors and Executive Officers of Accenture plc

The following beneficial ownership table sets forth, as of April 22, 2015, information regarding the beneficial ownership of Class I Common Shares, Class A ordinary shares of Accenture plc and Class X ordinary shares of Accenture plc held by each of Accenture plc’s directors and named executive officers, and all of Accenture plc’s directors and executive officers as a group. Accenture plc’s named executive officers include Martin I. Cole, who retired from the company effective August 31, 2014, and who is required under SEC rules to be included in the following beneficial ownership table. To our knowledge, except as otherwise indicated, each of the persons 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 Exchange Act, pursuant to which a person is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 calendar days after April 22, 2015. For purposes of computing the percentage of outstanding Class I Common Shares, Class A ordinary shares of Accenture plc and/or Class X ordinary shares of Accenture plc held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 calendar days after April 22, 2015 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group of persons.