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The Voting Instruction must be signed by the person in whose name the relevant Receipt is registered on the books of the Depositary. In the case of a Corporation, the Voting Instruction must be executed by a duly authorized Officer or Attorney.

Share Owner sign here

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BUSINESS OBJECTS S.A.
2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,
adopted on June 10, 2004
as amended on June __, 2005

The following terms and conditions constitute the provisions of the 2004 International Employee Stock Purchase Plan of Business Objects S.A, as approved by the extraordinary general meetings of shareholders of June 10, 2004 and amended by the Board at its meeting on October 21, 2004 and the Shareholders at its meeting on June___, 2005 .

1. Purpose.

The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to subscribe Shares through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions.

(A) “Administrator” means the Board or any committee designated by the Board to administer the Plan pursuant to Section 14.

(B) “ADR” shall mean an American Depositary Receipt evidencing American Depositary Shares corresponding to Shares.

(D) “Board” shall mean the Board of Directors of Business Objects S.A.

(E) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(F) “Company” shall mean Business Objects S.A., a corporation organized under the laws of the Republic of France.

(G) “Compensation” shall mean all base straight time gross earnings and sales commissions, exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.

(H) “Custodian” shall mean Banque BNP Paribas, or any successor or successors thereto.

(I) “Depositary” shall mean the Bank of New York, or any successor or successors thereto.

(J) “Designated Subsidiaries” shall mean the Subsidiaries which have been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan.

(K) “Employee” shall mean any individual who is an Employee of the Company or a Designated Subsidiary for tax purposes. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or a Designated Subsidiary. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the 91^st day of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis) that the definition of Employee will or will not include an individual if he or she: (1) has not completed at least two years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (2) customarily works not more than 20 hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (3) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (4) is an officer or other manager, or (5) is a highly compensated employee under Section 414(q) of the Code.

(L) “Enrollment Date” shall mean the first day of each Offering Period.

(M) “Exercise Date” shall mean the last day of each Offering Period.

(N) “Fair Market Value” means, as of any date, the closing sale price in euros for one Share (or the closing bid, if no sales were registered) as quoted on Eurolist by Euronext ^TM as reported in La Tribune, or such other source as the Administrator deems reliable, on the day of determination.

(O) “Offering Period” shall mean a period of approximately six (6) months, commencing on the first Trading Day on or after May 1 and terminating on the first Trading Day on or after the following November 1, or commencing on the first Trading Day on or after November 1 and terminating on the first

Trading Day on or after the following May 1, at the beginning of which an option may be granted and at the end of which an option may be exercised pursuant to the Plan. The duration of Offering Periods may be changed pursuant to Section 4 of this Plan.

(P) “Plan” shall mean this 2004 International Employee Stock Purchase Plan.

(Q) “Shares” shall mean ordinary shares of the Company with a nominal value of €0.10.

(R) “Subscription Price” shall mean an amount no less than 85% of the Fair Market Value of a Share on the Enrollment Date or 85% of the Fair Market Value of a Share on the Exercise Date, whichever is lower, provided the Subscription Price may be adjusted pursuant to Section 19. For countries with currencies denominated in other than the Euro (or tied to the Euro), the local currency equivalent of the Subscription Price will be determined using the actual conversion rate from local currency into Euro on the date the funds are transferred to the 2004 Business Objects S.A. Employee Benefits Trust. This date may or may not be the Exercise Date.

(S) “Reserves” shall mean the maximum number of Shares, which have been authorized for issuance under the Plan pursuant to Section 12 hereof.

(T) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting rights are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

(U) “Trading Day” means a day on which the Eurolist by Euronext^tm is open for trading.

(V) “Trust” shall mean the trust created by the Company under the Trust Agreement;

(W) “Trust Agreement” shall mean the trust agreement between the Company and the Trustee in favor of each of the Employees, attached hereto as Exhibit C.

(X) “Trustee” shall mean the trustee or trustees of the Trust.

3. Eligibility.

(A) Any Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date shall be eligible to participate in the Plan, subject to the requirements of Section 5.

(B) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to subscribe or purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent his or her rights to subscribe or purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and its Subsidiaries would accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined with reference to the fair market value of the Shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.

4. Offering Periods.

The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and November 1 each year, or on such other date as the Administrator shall determine, and continuing thereafter until terminated in accordance with Section 19 hereof. The Administrator shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5. Participation.

(A) An eligible Employee may become a participant in the Plan by (i) completing a subscription agreement authorizing payroll deductions in the form determined by the Administrator and submitting it to the Company’s or a Designated Subsidiary’s payroll office (or their designee) prior to the applicable Enrollment Date, or (ii) following an electronic or other enrollment procedure prescribed by the Administrator.

(B) Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.

6. Payroll Deductions.

(A) At the time a participant enrolls in the Plan pursuant to Section 5, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount, together with amounts contributed under the Company’s Plan d’Epargne d’Entreprise (the “Employee Savings Plan”), of no less than 1% and not to exceed ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period.

(B) All payroll deductions made for a participant shall be credited to his or her account under the Plan and will be withheld in whole percentages only. After the last payday in an Offering Period such payroll deductions shall be transferred to the Trust as soon as practicable. Funds may be advanced by a Designated Subsidiary to the Trust, or by the Trust to the Company, as necessary or convenient under any applicable law or regulation. A participant may not make any additional payments into his or her account, either with the Company, a Designated Subsidiary, or the Trust.

(C) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by (i) properly completing and submitting to the Company’s or Designated Subsidiary’s payroll office (or their designee), on or before a date prescribed by the Administrator prior to an applicable Exercise Date, a new subscription agreement authorizing the change in payroll deduction rate in the form provided by the Administrator for such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. The Administrator may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’s or Designated Subsidiary’s receipt of the new subscription agreement unless the Company or Designated Subsidiary elects to process a given change in participation more quickly. A participant’s subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

(D) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(B) hereof, a participant’s payroll deductions may be decreased to 0%. Subject to Section 423(b)(8) of the Code and Section 3(B) hereof, payroll deductions shall recommence at the rate at the rate most recently elected by the participant at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof.

(E) At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Shares issued under the Plan is disposed of, the participant must make adequate provision for the Company’s or Designated Subsidiary’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Shares. At any time, the Company or Designated Subsidiary may, if required by the laws of the country of residence of the participant, withhold from the participant’s compensation the amount necessary for the Company or Designated Subsidiary to meet applicable withholding obligations, including any withholding required to make available to the Company or Designated Subsidiary any tax deductions or benefits attributable to sale or early disposition of Shares by the Employee. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Shares that a participant may subscribe during each Offering Period. Exercise of the option will occur as provided in Section 8, unless the participant has withdrawn pursuant to Section 10.

7. Grant of Option.

On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to subscribe on the Exercise Date of such Offering Period (at the applicable Subscription Price) up to a number of Shares (in the form of ADSs) determined by dividing such Employee’s payroll deductions accumulated and transferred to the Trust on or prior to such Exercise Date by the applicable Subscription Price; provided that in no event shall an Employee be permitted to subscribe during each Offering Period more than 500 Shares, subject to adjustment as provided in Section 18 hereof; and provided further, that such subscription shall be subject to the limitations set forth in Sections 3(B) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof, and shall expire on the last day of the Offering Period.

8. Exercise of Option

(A) With respect to each Exercise Date, the Company shall issue Shares to the Trust in accordance with Section 1.3 of the Trust, sufficient to meet its obligations to participating Employees under the Plan.

Unless a participant withdraws from the Plan as provided in Section 10 hereof, notice of exercise of his or her option shall be deemed to have been given by the participant and his or her option for the subscription of Shares (in the form of ADSs) shall be exercised automatically by the Trustee on the Exercise Date, and the maximum number of full shares subject to such option shall be subscribed for such participant by the Trustee at the applicable Subscription Price with the accumulated payroll deductions in his or her account with the Trust. Per Company’s instruction, the Custodian issues the subscribed Shares and delivers them to the Depositary which converts the Shares into ADSs; provided, however, no Shares shall be subscribed which would result in the Employee receiving a fractional ADS; any payroll deductions accumulated in a participant’s account which are not sufficient to subscribe a full ADS shall be retained in the participant’s account for use in the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other funds left over in a participant’s account (whether due to withdrawal by the participant from the Plan pursuant to Section 10, termination of the Plan in accordance with Section 19, or otherwise) after the Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s option to subscribe ADSs hereunder is exercisable only by him or her.

(B) Notwithstanding any contrary Plan provision, if the Administrator determines that, on a given Exercise Date, the number of Shares with respect to which options are to be exercised may exceed (i) the number of Shares that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of Shares available for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the Shares available for subscription on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to subscribe Shares on such Exercise Date, and continue all Offering Periods then in effect, or (y) provide that the Company will make a pro rata allocation of the Shares available for subscription on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to subscribe Shares on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 19. The Company may make pro rata allocation of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date.

9. Delivery

As promptly as practicable after each Exercise Date on which a subscription of Shares occurs, the Company shall arrange the delivery of ADSs representing the Shares subscribed upon exercise of options by the Trustee for the participating Employees to the Trust.

10. Withdrawal; Termination of Employment

(A) Under procedures established by the Administrator, a participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s payroll office (or its designee) a written notice of withdrawal in the form prescribed by the Administrator for such purpose, or (ii) following an electronic or other withdrawal procedure prescribed by the Administrator. All of the participant’s payroll deductions credited to his or her account will be paid to such participant promptly after receipt of notice of withdrawal and such participant’s option for the Offering Period will be automatically terminated, and no further payroll deductions for the subscription of ADSs will be made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions will not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions of Section 5.

(B) Upon a participant’s ceasing to be an Employee for any reason, he or she will be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise the option will be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 14 hereof, and such participant’s option will be automatically terminated; provided, however, that any payroll deductions held by the Trust in an individual account for an Employee shall be subject to the terms of such Trust. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant’s customary number of

hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.

(C) A participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or a Designated Subsidiary or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.

11. Interest

No interest shall accrue on the payroll deductions of a participant in the Plan.

12. SHARES

(A) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18, the maximum number of Shares which will be made available for sale under the Plan will be 1,175,000 Shares, including 475,000 Shares approved at extraordinary shareholders’ meetings on June 10, 2004 and 700,000 Shares approved at extraordinary shareholders’ meetings on June ___, 2005. Capital increases to meet the Company’s obligations under the Plan shall be determined and approved at extraordinary shareholders’ meetings to be held at the same time as the annual shareholders’ meetings of the Company, as necessary.

(B) The Board shall, subject to shareholders authorization, from time to time reserve and issue to the Trust a number of Shares sufficient to meet its obligations under the current Offering Period of the Plan. If on a given Exercise Date the number of shares with respect to which options are to be exercised exceeds the number of Shares then available under the Plan, the Company shall distribute all of the Shares remaining available for subscription under the Plan to the Trust, which shall make an allocation as provided in Section 8(B).

(C) The participant will have no interest or voting rights in shares covered by his or her option until such option has been exercised.

(D) ADSs to be delivered to a participant under the Plan will be registered in the name of the participant or in the name of the participant and his or her spouse, or in street name to be deposited with a broker.

13. Administration

The Plan shall be administered by the Board (or a committee thereof) or the board of directors of a participating Subsidiary (or a committee thereof), as the case may be. Such board or committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan with respect to any Employee of such Company or Subsidiary; provided, however, that any such construction, interpretation, application, determination and/or adjudication shall be subject to any terms, constructions, conditions, provisions, interpretations, determinations, adjudications, or decisions as may be adopted or made by the Administrator from time to time. Every finding, decision and determination made by the Administrator shall, to the full extent permitted by law, be final and binding upon all parties.

14. Designation of Beneficiary

(A) A participant, except for a participant who is an Employee of Business Objects (U.K) Ltd., Business Objects Software Ltd. and any other Designated Subsidiary incorporated in United Kingdom or in Ireland, may file a written designation of a beneficiary who is to receive any ADSs and cash, if any, from the participant’s account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such ADSs and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

(B) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall cause such ADSs and/or cash to be delivered to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion,

may cause such ADSs and/or cash to be delivered to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

(C) All beneficiary designations under this Section 14 will be made in such form and manner as the Administrator may prescribe from time to time.

15. Transferability

Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive ADSs under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 14 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

16. Use of Funds

All payroll deductions received or held by the Company or Subsidiary under the Plan for its Employees may be used by the Company or such Subsidiary, as the case may be, for any corporate purpose, and the Company or Subsidiary shall not be obligated to segregate such payroll deductions. Notwithstanding the preceding sentence, all payroll deductions transferred to and held by the Trust shall be used solely by the Trust as specified in the Trust Agreement attached hereto as Exhibit C. Until ADSs are issued under the Plan (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a participant will only have the rights of an unsecured creditor with respect to such ADSs.

17. Reports

Individual accounts will be maintained for each participating Employee by the Company or the Designated Subsidiary as well as the Trust. Statements of account will be given to participating Employees at least annually, which statements will set forth the amounts of payroll deductions, the Subscription Price, the number of ADSs subscribed and the remaining cash balance, if any, for the period covered by such statement.

18. Adjustments Upon Changes in Capitalization

(A) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator will, in such manner as it may deem equitable, adjust the number and class of Shares which may be delivered under the Plan, the Subscription Price per Share and the number of Shares covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 7.

(B) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period and the Plan will terminate immediately prior to the consummation of such proposed action and any and all accumulated payroll deductions will be returned to the participating Employees in accordance with Section 19(A), unless otherwise provided by the Administrator.

(C) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Exercise Date (the “New Exercise Date”) or to cancel each outstanding right to subscribe and refund all sums collected from participants during the Offering Period then in progress. If the Administrator shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for his option has been changed to the New Exercise

Date and that his option will be exercised automatically on the New Exercise Date, unless prior to such date he has withdrawn from the Offering Period as provided in Section 10 hereof. For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to subscribe, for each share of option stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of ordinary shares for each Share held on the effective date of the transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Shares and the sale of assets or merger.

19. Amendment or Termination

(A) The Administrator may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19, no such termination can affect options previously granted under the Plan, provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination or suspension of the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 18 and this Section 19, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company will obtain stockholder approval in such a manner and to such a degree as required.

(B) Without stockholder consent and without regard to whether any participant rights may be considered to have been “adversely affected,” the Administrator will be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the subscription of Shares for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan.

(C) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i) altering the Subscription Price for any Offering Period including an Offering Period underway at the time of the change in Subscription Price;

(ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Administrator action; and

(iii) allocating Shares.

Such modifications or amendments will not require stockholder approval or the consent of any Plan participants.

20. Notices.

All notices or other communications by a participant to the Company or Designated Subsidiary under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company or Designated Subsidiary at the location, or by the person, designated by the Company or Designated Subsidiary for the receipt thereof.

21. Conditions Upon Issuance.

Neither Shares nor ADSs or ADRs shall be issued with respect to an option unless the exercise of such option and the issuance and delivery of such ADSs or ADRs pursuant thereto, as well as the issuance of shares from the Company to the Trust and the transfer of shares from the Trust to the Employees, shall

comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, French Commercial Code, and the requirements of any stock exchange upon which the Shares or ADSs may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company or Trustee may require the person exercising such option to represent and warrant at the time of any such exercise that the ADSs are being subscribed only for investment and without any present intention to sell or distribute such ADSs if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

22. Term of Plan

The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in effect until terminated under Section 19 hereof.

23. Governing Law and Jurisdiction

This Plan shall be governed by and construed in accordance with the laws of the State of Delaware, except for that body of law pertaining to conflicts of laws.

* * *

Exhibit A

BUSINESS OBJECTS S.A.

2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

PARTICIPATION AGREEMENT


___Original Application		Original Enrollment Date:
___Change in Payroll Deduction Rate		Change Notice Date:

1. hereby elects to participate in the Business Objects S.A. 2004 International Employee Stock Purchase Plan (the “International Employee Stock Purchase Plan”).

2. I hereby authorize the Company or any Designated Subsidiary of which I am an Employee to make payroll deductions from each paycheck in the amount of % of my Compensation on each payday (together with amounts contributed under the Company’s Employee Savings Plan, no less than 1% and not to exceed 10% during the Offering Period in accordance with the International Employee Stock Purchase Plan. Please note that only whole percentages are permitted.)

3. I understand that said payroll deductions shall be accumulated in order to exercise the option(s) granted to me pursuant to the International Employee Stock Purchase Plan and to purchase ADSs representing Shares at the applicable Purchase Price determined in accordance with the International Employee Stock Purchase Plan. I understand that if I do not elect to withdraw from an Offering Period, any accumulated payroll deductions will be used by the Trustee to automatically exercise my option.

4. I have received a copy of the complete International Employee Stock Purchase Plan. I understand that my participation in the International Employee Stock Purchase Plan is in all respects subject to the terms of the Plan (including, without limitation, the Trust Agreement, which is attached as Exhibit C thereto). I understand that the grant of the option by the Company under this Participation Agreement may be subject to obtaining shareholder approval of the International Employee Stock Purchase Plan, any Exhibit thereto and/or any amendment thereto.

5. ADSs purchased for me under the Employee Stock Purchase Plan should be issued in the name of (Employee Only):

6. I understand that, notwithstanding any other provision of this Participation Agreement or the International Employee Stock Purchase Plan:

(A) neither the International Employee Stock Purchase Plan nor this Participation Agreement shall form any part of any contract of employment between the Company or any Designated Subsidiary and any Employees of any such company, and it shall not confer on any participant any legal or equitable rights (other than those constituting the Options themselves) against the Company or any Designated Subsidiary, directly or indirectly, or give rise to any cause of action in law or in equity against the Company or any subsidiary;

(B) the benefits to participants under the Plan shall not form any part of their wages, pay or remuneration or count as wages, pay or remuneration for pension fund or other purposes except if applicable for tax purposes

(C) in no circumstances shall any Employee on ceasing to hold his or her office or employment by virtue of which he or she is or may be eligible to participate in the International Employee Stock Purchase Plan be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan, which he might otherwise have enjoyed, whether such compensation is claimed by way of

damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise.

(D) the Company expressly retains the right to terminate the International Employee Stock Purchase Plan at any time and that I will have no right to continue to receive option grants under the International Employee Stock Purchase Plan in such event.

7. I understand that I may be subject to taxation as a result of my participation under the International Employee Stock Purchase Plan. I understand that although the basis for taxation may be calculated based upon the fair market value of the Shares at the exercise date, the Shares may/will not be deposited into my broker account on that day for at least 5 business days subsequent to the exercise date. I therefore understand that there may be a loss of value between the exercise date and the date Shares are deposited into my broker account., I have consulted any tax advisors in connection with my participation under the International Employee Stock Purchase Plan that I deem advisable, and have not relied on the Company for tax advice.

8. I understand that investment purchasing in Shares purchased under the International Stock Purchase Plan is not a risk free investment and is subject to a risk of loss in whole or part.

9. I hereby agree to be bound by the terms of the International Employee Stock Purchase Plan. The effectiveness of this Participation Agreement is dependent upon my eligibility to participate in the International Employee Stock Purchase Plan.

10. I hereby agree to permit (i) the Company or a Company agent to transfer my tax identification, address and other necessary personal information to a broker selected by the Company for the purpose of opening an International Employee Stock Purchase Plan related brokerage account in my name and ii) a broker selected by company to open said account. I consent to the transfer of the aforementioned personal information to any country as required by Company to administer the International Employee Stock Purchase Plan including, without limitation, the United States.

I UNDERSTAND THAT THIS PARTICIPATION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS I TERMINATE MY PARTICIPATION AS EVIDENCED BY ME SUBMITTING A NEW PARTICIPATION AGREEMENT WITH THIS SO INDICATED.


Employee’s Taxpayer
Identification Number (SS#):


Employer:


Employee’s Address:







Signature of Employee

Date:

Exhibit B

BUSINESS OBJECTS S.A.

2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Business Objects S.A. 2004 International Employee Stock Purchase Plan which began on (the “Enrollment Date”) hereby notifies the Company or Designated Subsidiary that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company or Designated Subsidiary to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with the Company or Designated Subsidiary with respect to such Offering Period. The undersigned understands and agrees that his or her Option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of ADSs in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company or Designated Subsidiary a new Participation Agreement.


		Name and Address of Participant:









		Signature:



		Date:

Exhibit C

BUSINESS OBJECTS S.A.

2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS TRUST AGREEMENT

This declaration of trust and trust agreement (the “Trust Agreement”) is made and entered into this 10th day of June, 2004 by and between Business Objects S.A., a corporation organized under the laws of the Republic of France (the “Company”) and Allecon Stock Associates L.L.C. organized under the laws of the State of Michigan, United States (the “Trustee”), in favor of each of the Employees. All terms not defined herein will have the meanings ascribed to them in the Company’s 2004 International Employee Stock Purchase Plan (the “Plan”).

RECITALS:

A. The shareholders of the Company formally authorized the Plan on June 10, 2004, pursuant to which the Employees will receive options to purchase ADS of the Company, corresponding to Shares of the Company.

B. On June 10, 2004, the shareholders of the Company also approved the establishment of the 2004 Business Objects S.A. Employee Benefits Trust (the “Trust”) as a fiscal intermediary and paying agent to facilitate implementation of the Plan.

NOW, THEREFORE, the Company and the Trustee agree as follows:

ARTICLE 0
DEFINITIONS

(A) “ADR” shall mean an American Depositary Receipt evidencing American Depositary Shares corresponding to Shares.

(B) “ADS” shall mean an American Depositary Share corresponding to Shares

(D) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(E) “Company” shall mean Business Objects S.A., a corporation organized under the laws of the Republic of France.

(F) “Custodian” shall mean Banque BNP Paribas, or any successor or successors thereto.

(G) “Depositary” shall mean the Bank of New York, or any successor or successors thereto.

(H) “Designated Subsidiaries” shall mean the Subsidiaries which have been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

(I) “Employee” shall mean any individual who is an Employee of the Company or a Designated Subsidiary for tax purposes. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or a Designated Subsidiary. Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the 91^st day of such leave.

(J) “Exercise Date” shall mean the last day of each Offering Period.

(K) “Plan” shall mean this 2004 International Employee Stock Purchase Plan.

(L) “Shares” shall mean ordinary shares with a nominal value of €0.10, of the Company.

(M) “Reserves” shall mean the maximum number of Shares, which have been authorized for issuance under the Plan pursuant to Section 12 hereof.

(N) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting rights are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

(O) “Trust” shall mean the trust created by the Company under the Trust Agreement;

ARTICLE I
CREATION AND FUNDING OF TRUST

I.1 Creation of Trust. The 2004 Business Objects S.A. Employee Benefits Trust (the “Trust”) is hereby created. Company hereby appoints the Trustee, and irrevocably grants, assigns, transfers, conveys and delivers to the Trustee, and the Trustee hereby accepts, any and all property as specified in Section 1.2, in trust for the use and purposes hereinafter stated, and the Trustee agrees to and does hereby accept the foregoing property subject to such Trust.

I.2 Initial Funding. Concurrently with the execution of this Trust Agreement, the Company is conveying to the Trust twenty-five (25) dollars.

I.3 Contributions of the Company. From time to time, the Company shall issue Shares (to be transferred by the Custodian to the Depositary which will convert the Shares into ADSs and shall deliver to participating Employees in the form of ADRs or to a broker in the form of ADSs) and/or cash to the Trust in such amounts and at such times as required for the Company to fulfill its obligations under the Plan and this Trust Agreement. Such Share or cash, when contributed to the Trust, shall be used and applied by the Trustee in accordance with the terms of this Trust Agreement.

I.4 Contributions of Payroll Deductions. From time to time, as required by and in accordance with the terms of the Plan, the Company and/or any of its Subsidiaries shall contribute to the Trust the accumulated payroll deductions of the Employees to be applied towards the exercise of options held by such Employees.

ARTICLE II
EMPLOYEE ACCOUNTS

II.1 Individual Accounts. The Trustee shall establish and maintain on its books a separate account for each participating Employee. All contributions of payroll deductions pursuant to Section 1.4 by the Company shall be allocated to individual accounts within the Trust on the basis of each Employee’s accumulated payroll deduction for the relevant offering period under the Plan.

II.2 Application of Funds in Individual Accounts. The cash contributed to the individual accounts shall be applied to exercise the options of the Employees in accordance with the terms of the Plan.

ARTICLE III
DISTRIBUTIONS

III.1 Distributions of ADS to Employees. The Trustee shall as soon as practicable after the Exercise Date, exercise the options of each Employee in accordance with the terms of the Plan. Accordingly the Custodian shall issue the Shares and deliver them with the Depositary which shall convert the Shares into ADSs and shall deliver ADRs to each Employee, or ADSs to such Employee’s broker.

III.2 Distributions of Payroll Deductions to the Company. The Trustee shall distribute the payroll deductions contributed pursuant to Section 1.4 to the Company in accordance with the terms of the Plan.

ARTICLE IV
NAME, DURATION AND TERMINATION OF TRUST

IV.1 Name. This Trust shall be known as the “2004 Business Objects S.A. Employee Benefits Trust.”

IV.2 Nature. This trust shall be a grantor trust within the meaning of the Code and shall be subject to the claims of the Company’s general creditors, to the extent that the assets of the Trust would be otherwise so subject.

IV.3 Duration. This Trust shall be revocable and may be revoked by the Company at any time. Unless sooner revoked, it shall terminate at the earlier of: (a) twenty (20) years from the effective date of the Plan, or (b) upon the termination of the Plan and the satisfaction of all obligations thereunder.

IV.4 Distributions by Trustee on Termination. Upon termination of the Trust, the Trustee shall distribute or apply any cash contributed pursuant to Section 1.3 to the Company, and any cash contributed pursuant to Section 1.4 in the individual accounts to the appropriate Employees; provided, however, that the Trustee may, but only on the advice of counsel, retain a reasonable sum for payment of or to provide for all known claims against and expenses of the Trust and the Trustee, but only from contributions made pursuant to Section 1.3.

ARTICLE V
PURPOSE OF TRUST AND LIMITATIONS OF TRUSTEE

The sole purpose of this Trust is for use in the administration of the Plan. The Trust shall not be nor have the power to be an organization having as a purpose the carrying on of any trade or business. This Trust Agreement is not intended to create and shall not be interpreted as creating an association, partnership, joint venture or any other entity formed to conduct trade or business.

ARTICLE VI
POWERS OF THE TRUSTEE

VI.1 General Powers. In addition to such powers as may from time to time be granted to the Trustee, the Trustee may take all such actions and is hereby granted such powers as may appear necessary or proper to comply with the laws of the appropriate jurisdictions and to effectuate and carry out the terms and purposes of the Trust Agreement. The Trustee shall hold legal and equitable title to all assets at any time constituting a part of the Trust and shall hold such assets in Trust to be administered and disposed of by the Trustee pursuant to the terms of this Trust Agreement for the benefit of the Employees or the Company as the case may be.

VI.2 Specific Powers Exercisable by Trustee. The Trustee shall have the following specific powers, and the enumeration of such powers shall not be considered in any way to limit or control the power of the Trustee to act as specifically authorized in any other section or provision of this Trust Agreement:

(A) To sell or otherwise dispose of any of the Trust Assets in exchange for the fair market value thereof.

(B) To prosecute or defend litigation (in the name of the Trust, the beneficiaries, or otherwise) and to pay, discharge or otherwise satisfy claims, liabilities, and expenses and to pay all expenses incurred in connection therewith, to carry such insurance, as the Trustee shall determine, to protect the Trust and the Trustee from liability.

(C) To invest any cash not yet available for distribution in accordance with the terms of this Trust Agreement in demand and time deposits in banks or savings institutions, short-term certificates of deposit, treasury bills, or money market account instruments. Any interest earned from such investments shall be applied towards payment of the Trustee’s compensation (determined pursuant to Section 9.1) or other expenses of the Trust. Notwithstanding the preceding sentence, if such interest is in excess of the amount required to compensate the Trustee or to pay any other expenses of the Trust, such excess shall be distributed to the Company.

(D) While serving as Trustee to engage legal counsel for the benefit of the Trustee. The Company, however, shall be obligated to pay the fees and expenses of such counsel. In addition, the Trustee may engage such other consultants as the Trustee shall see fit to assist in the administration of the Trust, and such consultant’s fees shall also be the obligation of the Company.

ARTICLE VII
AMENDMENT OF TRUST AGREEMENT

This Trust Agreement may be amended at any time and to any extent by a written instrument executed by the Trustee and the Company.

ARTICLE VIII
ACCEPTANCE BY TRUSTEE

VIII.1 Acceptance of Appointment. The Trustee hereby accepts its appointment made in this Trust Agreement subject to the conditions enumerated below and agrees to act as Trustee pursuant to the terms hereof.

(A) The Trustee shall in no case or event be liable for any damage caused by the exercise of its discretion as authorized in this Trust Agreement in any particular manner, or for any other reason, except gross negligence or willful misconduct, nor shall the Trustee be liable or responsible for forgeries or false impersonation. .

(B) If any controversy arises between the parties hereto or with any third person with respect to the subject matter of the Trust or its terms or conditions, the Trustee shall not be required to determine the same or take any action in the premises, but may await the settlement of any such controversy by final appropriate legal proceedings or otherwise as the Trustee may reasonably require.

(C) The Trustee may utilize or be reimbursed only from the Trust assets contributed pursuant to Section 1.3 (to the extent that it is not directly paid by the Company) with respect to all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, or as attorneys’ fees and expenses) reasonably incurred by the Trustee in connection with the defense or disposition of any action, suit or other proceeding in which the Trustee may be involved or with which the Trustee may be threatened by reason of its being or having been a Trustee pursuant to this Trust Agreement, except with respect to any matter as to which the Trustee shall have been adjudicated to have acted in bad faith or with willful misfeasance, reckless disregard of its duties or gross negligence.

(D) Notwithstanding any other provision of this Trust Agreement, the Trustee’s responsibility for payment of or provision for any claims against or liabilities or expenses of the Trust or the Trustee shall be limited to the property and assets in the Trust and shall be dischargeable only therefrom.

ARTICLE IX
TRUSTEE’S EXPENSES

9.1 Trustee Compensation. The Trustee shall be entitled to such reasonable compensation for its services as shall be agreed upon in writing by the Company and the Trustee. To the extent the compensation and expenses of the Trustee are not paid directly by the Company, they shall be paid by the Trust pursuant to Section 6.2(c) or out of assets contributed pursuant to Section 1.3, or a combination thereof. Notwithstanding the preceding two sentences or any other provision of this Trust Agreement, if the Trustee is an Employee he or she shall receive no additional compensation for service as Trustee.

ARTICLE X
RESIGNATION AND REMOVAL OF TRUSTEE

X.1 Trustee Resignation. The Trustee shall have the right to resign at any time upon fifteen (15) days written notice to the Company. Upon such resignation, the Company shall appoint a successor Trustee.

X.2 Removal of Trustee. A Trustee may be removed and its duties terminated at any time, and its successor appointed, by the Company.

ARTICLE XI
GOVERNING LAW

The Trust has been accepted by the Trustee and will be administered in the State of California, and its validity, construction and all rights hereunder, and the validity and construction of this Trust shall be governed by the laws of that State.

All matters affecting the title, ownership and transferability of any security, whether created or held hereunder, shall be governed by all applicable federal, state, foreign securities laws.

ARTICLE XII
SEVERABILITY

In the event any provision of this Trust Agreement or the application thereof to any person or circumstance shall be finally determined to be invalid or unenforceable to any extent, the remainder of this Trust Agreement , or the application of such provision to persons or circumstances other than those as to which it is determined to be invalid or unenforceable, shall not be affected thereby, and each provision of this Trust shall be valid and enforced to the fullest extent permitted by law.

ARTICLE XIII
COUNTERPARTS

This Trust Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the Company and the Trustee have executed this Trust Agreement on the day and year hereinabove first written.


“Company”		Business Objects S.A., a corporation organized under the laws of the Republic of France

		By: Bernard Liautaud
		President and Chief Executive Officer

“Trustee”		Allecon Stock Associates L.L.C. organized under the laws of the State of Michigan, United States

		By: James McBride

		President


BUSINESS OBJECTS S.A.

Instructions to THE BANK OF NEW YORK, as Depositary
(Must be received prior to the close of business on June 6, 2005

The undersigned Holder of American Depositary Shares hereby requests and instructs The Bank of New York, as Depositary, to endeavor, insofar as practicable, to cause to be voted the Deposited Securities corresponding to such Shares registered in the name of the undersigned on the books of the Depositary as of the close of business on April 15, 2005 at the Ordinary and Extraordinary General Meeting of Shareholders of Business Objects S.A. (the “Company”) to be held in France, on June 7, 2005 (First Call) and, if needed, on June 14, 2005 (Second Call), and any adjournments thereafter, in respect of the Resolutions specified in the Notice of Meeting.

NOTES:

Instructions as to voting on the specified resolutions should be indicated by an “X” in the appropriate box.

It is understood that if (i) a Voting Instruction Card which is signed but on which no voting instructions are indicated, (ii) a Voting Instruction Card is improperly completed, or (iii) no Voting Instruction Card is received by the Depositary from a Holder of American Depositary Shares on or before June 6, 2005, the Depositary will deem such Holder to have instructed the Depositary to give a proxy to the President of the Meeting to vote in favor of each proposal recommended by the Board of Directors of the Company and against each proposal opposed by the Board of Directors of the Company.


		BUSINESS OBJECTS S.A. P.O. BOX 11395 NEW YORK, N.Y. 10203-0395
To include any comments, please mark this box.	o

Please complete and date this proxy on the reverse side and return it promptly in the accompanying envelope.


Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.	x Votes must be indicated (x) in Black or Blue ink.

FOR

AGAINST

ABSTAIN

Within the authority of the Ordinary Shareholders’ Meeting:

Approval of the statutory financial statements for the fiscal year ended December 31, 2004;

Approval of the consolidated financial statements for the fiscal year ended December 31, 2004;

Allocation of earnings for the fiscal year ended December 31, 2004;

Renewal of the term of office of Mr. Gerald Held as Director;

Ratification of the appointment of Mr. Carl Pascarella as Director;

Appointment of, as replacements for the second statutory auditors, Deloitte Touche Tohmatsu, and the second alternate statutory auditors, BEAS, of BDO Marque & Gendrot, as second statutory auditors and Rouer, Bernard, Bretout, as second alternate statutory auditors;

Ratification of regulated agreements;

Increase of the aggregate amount of authorized directors’ fees;

Authorization granted to the Board of Directors to repurchase Ordinary Shares of the Company.

Within the authority of the Extraordinary Shareholders’ Meeting:

10.

Authorization granted to the Board of Directors to reduce the share capital by cancellation of treasury shares;

11.

Authorization granted to the Board of Directors to issue warrants to subscribe up to a maximum of 45,000 Ordinary Shares reserved for Mr. Gerald Held;

12.

Authorization granted to the Board of Directors to issue warrants to subscribe up to a maximum of 45,000 Ordinary Shares reserved for Mr. Carl Pascarella;

13.

Authorization granted to the Board of Directors to increase the share capital through the issuance of Ordinary Shares, with subscription reserved to the participants in the Company Employee Savings Plan;

14.

Delegation granted to the Board of Directors to increase the share capital through the issuance of Ordinary Shares, with subscription reserved to the 2004 Business Objects S.A. Employee Benefits Trust under the 2004 International Employee Stock Purchase Plan;

15.

Authorization granted to the Board of Directors to allocate, free of charge, existing Ordinary Shares, or to issue new Ordinary Shares, free of charge, to the employees and certain officers of the Company and to the employees of the Company’s subsidiaries;

16.

Approval of the amendment of the article 7.2 of the Company’s articles of association in order to stipulate an additional obligation of disclosure in case of crossing of the holding threshhold of 2% of the total number of Ordinary Shares or voting rights;

17.

Approval of the amendments of the Company’s articles of association to conform them to the new provisions of the French Commercial Code, as amended by French Decree No. 2004-604 dated June 24, 2004;

18.

Approval of the removal of the fifteenth, seventeenth and twenty-fourth paragraphs of the article 6 of the Company’s articles of association relating to the cancellation of warrants, following the resignation of certain Directors, in compliance with the provisions of the warrant agreements.

Within the authority of the Ordinary Shareholders’ Meeting:

19.

To grant full powers of attorney to carry out registrations and formalities.

To change your address, please mark this box. o


							SCAN LINE
							SCAN LINE

o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material Pursuant to §240.14a-12


	Page

PROCEDURAL MATTERS		1
REPORT OF THE BOARD OF DIRECTORS		6
INFORMATION REGARDING NOMINEES, OTHER DIRECTORS AND EXECUTIVE OFFICERS		23
CORPORATE GOVERNANCE		26
BOARD MEETINGS AND COMMITTEES		28
COMPENSATION OF DIRECTORS		31
WARRANTS ISSUED TO CERTAIN DIRECTORS		31
BENEFICIAL SHARE OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT		33
EXECUTIVE COMPENSATION		35
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION		39
REPORT OF THE AUDIT COMMITTEE		41
RELATIONSHIP WITH INDEPENDENT AUDITORS		42
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		44
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		48
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN		49
MANAGEMENT REPORT		50
CHAIRMAN’S REPORT		82
CONSOLIDATED BALANCE SHEET		91
CONSOLIDATED STATEMENTS OF INCOME		92
UNCONSOLIDATED BALANCE SHEET		94
UNCONSOLIDATED STATEMENTS OF INCOME		95
FIVE YEAR SUMMARY FINANCIAL INFORMATION		97
TEXT OF RESOLUTIONS SUBMITTED FOR APPROVAL TO THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF JUNE 7, 2005, OR JUNE 14, 2005, AS THE CASE MAY BE		98


	•	Ernst & Young Audit as regular Statutory Auditors and Mr. Alain Vincent as its alternate Statutory Auditor; and


	•	Deloitte Touche Tohmatsu as regular Statutory Auditors and BEAS as its alternate Statutory Auditors.


	•	purchased and held in treasury in order to later provide consideration in the context of an acquisition or an exchange of the Company’s shares, in the context of eventual external growth, in compliance with applicable securities regulations and stock market rules;

	•	to fulfill obligations related to stock option programs or other allocations of shares to employees or officers of the Company or of a related company;

	•	delivered upon the exercise of the rights attached to securities giving right to shares of the Company;

	•	manage the market making in the secondary market and the liquidity of the Company’s share price by an investment services provider through a liquidity agreement compliant with the ethic charter approved by the Autorité des Marchés Financiers;

	•	cancelled, subject to the approval of a specific resolution by the extraordinary shareholders’ meeting.


Name	Age		Principal Occupation and Business Experience

			Nominees

Gerald Held		57	Consultant. Since 1999, Dr. Held has been a strategic consultant primarily to chief executive officers of technology firms ranging from startups to very large organizations. From 2000 to 2001, he was the acting chief executive officer of Cantiga Systems. In 1998, Dr. Held was “chief executive officer-in-residence” at the venture capital firm Kleiner Perkins Caufield & Byers. Through 1997, Dr. Held was senior vice president of Oracle’s server product division. Prior to Oracle, Dr. Held spent 18 years at Tandem Computers Incorporated. Dr. Held is the chairman of the board of directors of Software Development Technologies, Inc. and serves on the board of directors of MetaMatrix, Inc. Dr. Held joined the Company’s Board of Directors in October 2002. Dr. Held is also the chairman of the Company’s compensation committee, a member of the Company’s corporate governance committee and a member the Company’s nominating committee. Dr. Held’s term of office on the Company’s Board of Directors will expire at the close of the Meeting.

Carl Pascarella		62	President and Chief Executive Officer of VISA USA. Mr. Pascarella has been president and chief executive officer of Visa U.S.A. since August 1993. Before assuming his current position, he was president of Visa International’s Asia- Pacific Region and director for the Asia-Pacific Regional Board for 11 years. Before joining Visa International, Mr. Pascarella was vice president, international division, Crocker National Bank and also head of the California International banking and trade finance organization for Crocker National Bank. Mr. Pascarella was also vice president, Metropolitan Banking at Bankers Trust Company. Mr. Pascarella joined the Company’s Board of Directors in March of 2005. If Mr. Pascarella’s appointment as Director of the Company is ratified at this Meeting, Mr. Pascarella’s term of office on the Company’s Board of Directors will expire at the close of the Company’s 2007 annual shareholders’ meeting.
			Other Directors

Bernard Liautaud		42	Chairman of the Board and Chief Executive Officer. Mr. Liautaud is a founder of the Company and has served as chairman of the Company’s Board of Directors and Chief Executive Officer since the Company’s incorporation in August 1990. Prior to the founding of Business Objects, Mr. Liautaud was the sales marketing manager with Oracle Corporation’s French subsidiary. Mr. Liautaud is the son-in-law of Mr. Silverman, one of the Company’s Directors. Mr. Liautaud is member of the board of directors of My SQL and holds directorships in certain Company’s subsidiaries, including Business Objects Americas, Business Objects Holdings, Inc., Business Objects Data Integration Inc. and Acta Technology GmbH. Mr. Liautaud’s term of office on the Company’s Board of Directors will expire at the close of the Company’s 2006 annual shareholders’ meeting

þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


	•	The Company is committed to the use of best practices in corporate governance and that corporate governance cannot be an isolated “check the box” activity, but must be an integrated, vital part of daily decision-making;

	•	Directors bring to the Company a wide range of experience, knowledge and judgment and are expected to use these skills in their role as Directors; and


	•	The Board of Directors, under the advice and recommendations of its Governance Committee, provide a framework that is intended to ensure shareholder confidence and guide the Company’s employees in their daily practice of principled actions, effective decision-making, accurate, fair and timely public communication and appropriate monitoring of compliance and performance.


	•	Through its internal audit function, the Company monitors compliance with its key financial policies and practices around the globe. The internal audit function is monitored directly by the Company’s Audit Committee;

	•	The Company intends to have one or more employees in each major geographical area around the globe monitor and promote compliance with the Company’s published standards as part of their duties; and

	•	The Company has a hotline available to all employees to encourage and facilitate anonymous reporting of suspected violations of the Company’s policies, the Codes of Business Conduct and Ethics or other financial irregularities.


	•	retaining, evaluating and terminating the Company’s independent and statutory auditors subject to the powers that are expressly reserved under French corporate law to the Board of Directors and to the shareholders meetings;

	•	reviewing the annual report of the statutory auditors;

	•	reviewing the audit plan and scope with the independent and statutory auditors and internal auditors;

	•	reviewing with management, the independent, statutory and internal auditors the Company’s quarterly financial statements, bi-annual financial statements, annual financial statements and disclosures, including disclosure controls and procedures and Management’s Discussion and Analysis of Financial Condition and Results of Operations prior to the filing of these statements;

	•	consulting with independent, statutory and internal auditors and reviewing with them the results of their quarterly review, annual audit and other examinations;

	•	reviewing and approving in advance the annual budget for audit services;

	•	reviewing and approving any material accounting policy changes affecting the Company’s operating results;

	•	reviewing effectiveness and operation of the Company’s system of internal controls;

	•	reviewing and approving, subject to Board and shareholders’ ratification if applicable, all related party transactions; and

	•	establishing procedures for the receipt and treatment of complaints regarding accounting, controls or auditing matters and/or corporate attorneys’ reports of evidence of a material violation of securities laws.


	•	a retainer fee of U.S.$15,000 per year,

	•	U.S.$2,000 per quarterly Board meeting only,

	•	U.S.$1,500 per Committee meeting,

	•	an annual retainer fee of U.S.$15,000 for the Chairman of the Audit Committee,

	•	an annual retainer fee of U.S.$10,000 for each non-chair member of the Audit Committee,

	•	an annual retainer fee of U.S.$7,500 for the Chairman of each other Committee,

	•	an annual retainer fee of U.S.$5,000 for each non-chair member of each other Committee.


	•	Arnold Silverman: U.S.$36,500;

	•	Albert Eisenstat: U.S.$19,000;

	•	Bernard Charlès: U.S.$41,583;

	•	Gerald Held: U.S.$69,000;

	•	David Peterschmidt: U.S.$69,000;

	•	Jean-François Heitz: U.S.$51,500;

	•	David Roux: U.S.$23,000;

	•	Kurt Lauk: U.S.$26,542; and

	•	John Olsen: U.S.$5,750.


	Shares		Percentage
5% Shareholders, Directors and Executive Officers	Beneficially Owned		Beneficially Owned

5% Shareholders
New SAC(1) c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands		15,887,329		17.7	%
Massachusetts Financial Services Company(2) 500 Boylston Street Boston, MA 02116		6,521,090		7.3	%
Deutsche Bank AG(3) Taunusanlage 12, D-60325 Frankfurt am Main Federal Republic of Germany		5,963,926		6.6	%
Directors and Nominees for Director
Gerald Held(4)		47,000		*
Carl Pascarella		—		—
Arnold Silverman(5)		229,879		*
Bernard Charlès(6)		85,003		*
Jean-François Heitz(7)		32,000		*
David Peterschmidt(8)		32,000		*
David J. Roux(9)(10)		15,937,523		17.7	%
Kurt Lauk(11)		15,001		*
Executive Officers
Bernard Liautaud(12)		2,164,413		2.4	%
James Tolonen(13)		166,145		*
Susan Wolfe(14)		86,308		*
All directors and executive officers as a group (11 persons)(15)		18,795,272		20.9	%


	(1)	Based on the information on Schedule 13G filed by New SAC on August 2, 2004.

	(2)	Based on the information on Schedule 13G form filed by Massachusetts Financial Services Company on February 10, 2005.

	(3)	Based on the information on Schedule 13G form filed by Deutsche Bank AG on February 14, 2005.


	(4)	Includes 45,000 shares issuable upon the exercise of share warrants exercisable as of April 15, 2005 or within 60 days of such date.


	*The Audit Committee*


	*The Compensation Committee*


	*The Nominating Committee*


	*The Corporate Governance Committee*



	(5)	Includes 30,000 shares issuable upon the exercise of share warrants exercisable as of April 15, 2005 or within 60 days of such date.



	(6)	Includes 30,000 shares issuable upon the exercise of share warrants exercisable as of April 15, 2005 or within 60 days of such date.



	(7)	Includes 30,000 shares issuable upon the exercise of share warrants exercisable as of April 15, 2005 or within 60 days of such date.



	(8)	Includes 30,000 shares issuable upon the exercise of share warrants exercisable as of April 15, 2005 or within 60 days of such date.



	(9)	Includes 30,000 shares issuable upon the exercise of share warrants exercisable as of April 15, 2005 or within 60 days of such date.



(10)	Includes 20,193 shares owned by Silver Lake Partners in which David Roux is Managing Director, and 15,887,329 shares owned by New SAC in which Silver Lake Partners has a significant ownership. Mr. Roux disclaims beneficial ownership.



(11)	Includes 15,000 shares issuable upon exercise of share warrants exercisable as of April 15, 2005 or within 60 days of such date.



(12)	Mr. Liautaud is also Chairman of the Board and Chief Executive Officer of the Company. Includes 1,136,453 shares issuable upon the exercise of stock options exercisable as of April 15, 2005 or within 60 days of such date.



(13)	Represents 166,145 shares issuable upon the exercise of stock options exercisable as of April 15, 2005 or within 60 days of such date.



(14)	Includes 85,960 shares issuable upon the exercise of stock options exercisable as of April 15, 2005 or within 60 days of such date.



(15)	See notes 4 through 14.


										Long-term
				Annual Compensation						Compensation Awards

								Other Annual		Shares		All Other
		Fiscal						Compensation		Underlying		Compensation
Name and Principal Position		Year		Salary(1)		Bonus(1)		(1)		Options		(1)

Bernard Liautaud(2)			2004	$	539,893	$	318,243	$	57,270		450,000	$	51,085
	Chairman of the Board and		2003		465,378		501,598		57,500		400,000		568
	Chief Executive Officer		2002		450,141		294,962		37,489		250,175		370
John Olsen(3)			2004		295,961		16,200		260,000		150,000		—
	Chief Operating Officer		2003		315,000		306,537		—		250,000		—
	and Director		2002		315,000		166,557		—		—		—
James Tolonen(4)			2004		315,000		99,001		—		—		—
	Senior Group VP		2003		315,000		132,113		—		275,000		—
	Chief Financial Officer		2002		—		—		—		—		—
Susan Wolfe(5)			2004		263,865		83,182				145,000		2,000
	Senior VP — General		2003		—		—		—		—		—
	Counsel and Secretary		2002		—		—		—		—		—


(1)	All amounts are stated in U.S. dollars. For payment in total or in part in currencies other than the U.S. dollar, translation of compensation into U.S. dollars is made using the average exchange rate for the relevant year. Bernard Liautaud is the only executive officer paid in total or in part in currencies other than the U.S. dollar (euros and British pounds). Due to the variation of the exchange rate of the U.S. dollar against the British pound and the euro, the U.S. dollar values in this Summary Compensation Table do not reflect actual compensation raises.

(2)	Other annual compensation for Mr. Liautaud includes (i) tax return preparation fees of $15,000 in 2004, $15,000 in 2003 and $15,000 in 2002, (ii) moving expenses of $13,803 in 2003, (iii) car allowance expenses of $6,828 in 2004 and $2,315 in 2003, (iv) life insurance premiums of $5,809 in 2004, $3,470 in 2003 and $4,765 in 2002, (v) unemployment insurance coverage of $2,901 in 2002 and (vi) family airfare costs of $29,633 in 2004, $22,912 in 2003, $14,823 in 2002. All other compensation for Mr. Liautaud are payments to the French pension retirement plan contributions by the Company on his behalf.

(3)	Mr. Olsen resigned from his office of Chief Operating Officer on September 30, 2004. For 2004, salary for Mr. Olsen included payment for accrued and unused vacation as of the date of his termination of $25,961 and his other annual compensation represents $260,000 for severance payment.

(4)	Mr. Tolonen joined the Company as Chief Financial Officer on January 1, 2003.

(5)	Ms. Wolfe joined the Company as Senior VP — General Counsel and Secretary on December 11, 2003. Other annual compensation for Ms. Wolfe includes a payment of $2,000 in lieu of her enrollment in the Company’s health insurance plan.


	Individual Grant								Potential Realizable
									Value at Assumed
	Number of		% of Total		Exercise				Annual Rates of Stock
	Securities		Options		or Base				Price Appreciation for
	Underlying		Granted in		Price				Option Term(2)
	Options Granted		Fiscal		($/Share)		Expiration
Name	in Fiscal Year		Year		(1)		Date		5% ($)		10% ($)

Bernard Liautaud		175,000		5.51		32.09		02/23/2014		3,532,193		8,951,271
		225,000		7.08		32.09		02/23/2014		4,541,391		11,508,777
		50,000		1.57		21.73		12/15/2014		683,323		1,731,676
John Olsen(3)		2,465		0.08		32.09		12/29/2004		—		—
		147,535		4.64		32.09		12/29/2004		—		—
James Tolonen		—		—		—		—		—		—
Susan Wolfe		65,000		2.05		32.09		02/23/2014		1,311,958		3,324,758
		72,872		2.29		21.73		12/15/2014		995,903		2,523,813
		7,128		0.22		21.73		12/15/2014		97,415		246,868


(1)	All stock options have been granted at no less than the fair market value on the date of grant, in accordance with the terms of the Company’s 1999 Stock Option Plan and 2001 Stock Incentive Plan.

(2)	In accordance with SEC rules, the table sets forth the hypothetical gains or options spread that would exist for the options at the end of their respective 10 year terms based on assumed annualized rates of compound stock price appreciation of 5% and 10% from the dates the options were granted until the expiration of the option term. The disclosure of 5% and 10% assumed rates is required by the rules of the SEC and does not represent the Company’s estimate or projection of future stock price or stock price growth. If the stock price does not increase over the exercise price, compensation to the Named Executive Officer would be zero.

(3)	Pursuant to terms and conditions of Mr. Olsen’s stock option agreements, all outstanding stock options as of his termination date granted to Mr. Olsen expired on December 29, 2004, i.e. 90 days after his resignation from his position of Chief Operating Officer on September 30, 2004.


					Number of Securities
					Underlying Unexercised				Value of Unexercised
	Number				Options at				In-the-Money Options
	of Shares				December 31, 2004				at December 31, 2004 ($)(1)
	Acquired		Value
Name	on Exercise		Realized ($)		Exercisable		Unexercisable		Exercisable		Unexercisable

Bernard Liautaud		—		—		924,997		800,003		5,104,741		180,454
John Olsen(2)		—		—		22,500		—		—		—
James Tolonen		—		—		131,770		143,230		921,507		1,001,650
Susan Wolfe		5,000		79,450		86,527		137,649		970,335		288,725


(1)	These values represent the spread between the respective exercise prices of outstanding options and the closing price of the Company’s ADSs on the Nasdaq National Market on December 31, 2004 ($25.34). Option prices are set in euros, in accordance with French law, and are converted, for purposes of this table, at the weighted average exchange rate of the euro versus U.S. dollar of 1.2396.

(2)	Pursuant to terms and conditions of Mr. Olsen’s stock option agreements, all outstanding stock options as of his termination date granted to Mr. Olsen expired on December 29, 2004, i.e. 90 days after his termination of employment.


(1)	During December 2003, the Company assumed the as-converted outstanding options of former Crystal Decisions, Inc. optionees. The former Crystal Decisions 1999 Stock Option Plan has been renamed as the BOSA 1999 Plan. The Company did not assume any authorized but ungranted options under the Crystal Decisions 1999 Stock Option Plan and may not regrant any options from forfeited shares.


(2)	Includes 581,998 Ordinary Shares available for issuance under the 1995 IESPP, 475,000 Ordinary Shares available under the 2004 IESPP and 192,584 Ordinary Shares available for issuance under the French ESPP. The 1995 IESPP will expire in June 2005 after the closing of the March 31, 2005 offering period.

(3)	Includes 1,956,718 Ordinary Shares available for issuance under the 2001 Plan. No further options can be granted under the 1993 Plan, which expired in 1998, the 1994 Plan, which expired in 1999, or under the 1999 Plan, which expired in May 2004. The 2001 Plan is subject annually to one or more increases within the limit of the lowest of the following amounts: (i) 6.5 million Ordinary Shares with nominal value of €0.10 each per Share, (ii) the number of Ordinary Shares corresponding to 5% of the total number of the Company’s Ordinary Shares outstanding as of June 30, or (iii) any lesser amount as determined by the Company’s Board of Directors.


	•	Upon a change in control of the Company and if the Beneficiary is employed by the Company or Company’s subsidiaries immediately prior to the change of control, the vesting and exercisability of each stock option granted to Beneficiary shall be automatically accelerated as to 50% of the Ordinary Shares subject thereto which are not vested at the time of the change in control.

	•	No fractional Shares shall be accelerated pursuant to paragraph above.

	•	Stock options outstanding, including accelerated stock options, which are not exercised at or prior to the change of control, shall be subject to the provisions of the related Stock Option Plan.

	•	The exercisability as Incentive Stock Options under the Internal Revenue Code of any stock option accelerated under the agreement shall remain subject to the dollar limitation specified in the related Stock Option Plan. To the extent such dollar limitation is exceeded, the accelerated stock options shall be exercisable as a Non-statutory Stock Option.


	—	50% of all unvested shares subject to each such option to acquire Crystal Decisions common stock outstanding as of July 18, 2003 were vested and exercisable as of December 11, 2003; and

	—	the remaining 50% of all unvested shares subject to each option outstanding as of July 18, 2003 became vested and exercisable on December 11, 2004.


	•	attract and retain executives who will contribute to the Company’s long-term success by paying compensation that is competitive with the practices of other leading high technology companies;

	•	mesh executive and shareholders’ interests through stock option-based plans; and

	•	set challenging performance goals and provide short-term incentives through variable compensation based upon achievement of these goals.


	COMPENSATION COMMITTEE OF THE
	BOARD OF DIRECTORS

	Gerald Held
	Bernard Charlès


	AUDIT COMMITTEE OF THE
	BOARD OF DIRECTORS

	Jean-François Heitz
	David Peterschmidt
	Kurt Lauk


	•	purchase or acquire additional shares of the Company if such acquisition would result in New SAC, CB Cayman and New SAC’s shareholders beneficially owning more than:


	—	the number of shares that they collectively beneficially owned as of December 11, 2003, plus

	—	the number of shares that they acquire during any period for which the standstill restrictions are suspended (as further described below);


	•	join or in any way participate in or encourage the formation of a group with any person or entity (other than with each other or their affiliates) with the purpose or effect of changing or influencing the control of the Company;

	•	make or in any way participate in, directly or indirectly, any solicitation of proxies, including participating in any election contest of the Company, or otherwise communicate with the shareholders of the Company (other than to each other or to their affiliates) in connection with or in relation to a proxy solicitation;

	•	advise or seek to influence any person or entity (other than each other or their affiliates) with respect to the voting of any voting stock of the Company;

	•	initiate or propose one or more shareholder proposals at a meeting of the Company’s shareholders;

	•	call, request or otherwise attempt to convene or cause management of the Company to convene a meeting of the Company’s shareholders;


	•	initiate, propose or solicit any proposal with respect to:


	—	any merger, consolidation or business combination involving the Company;

	—	any tender or exchange offer for equity securities of the Company;

	—	any sale or purchase of a substantial amount of the assets of the Company;

	—	any purchase of equity securities of the Company (other than as permitted in the first bullet above); or

	—	any dissolution, liquidation, reorganization or recapitalization or similar business transaction involving the Company; or