S-3

As filed with the Securities and Exchange Commission on June 23, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Business Objects S.A.

(Exact name of Registrant as specified in its charter)

The Republic of France
(Jurisdiction of
incorporation or organization) 157-159 Rue Anatole France,
92300 Levallois-Perret, France
+33 1 41 25 21 21 98-0355777
(I.R.S. Employer
Identification Number)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Susan J. Wolfe, Esq.

Senior Vice President, General Counsel and Secretary

c/o Business Objects Americas

3030 Orchard Parkway

San Jose, CA 95134

(408) 953-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Larry W. Sonsini, Esq.
John T. Sheridan, Esq.
Julia Reigel, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300 Sami L. Toutounji, Esq.
Shearman & Sterling LLP
114 avenue des Champs Elysées
75008 Paris
France
+33 1 53 89 70 00

        Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    þ

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class	Amount to be	Offering Price Per	Aggregate Offering	Amount of
of Securities to be Registered	Registered	Share(1)	Price(1)	Registration Fee
Ordinary Shares, nominal value €0.10 per share(2):
2001 Stock Incentive Plan — Subsidiary Stock Incentive Plan	2,500,000	$27.26	$68,150,000.00	$8,021.26

(1)	Estimated solely for the purpose of computing the amount of the registration fee. The estimated is made pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on the $27.26 average of the high and low sales prices as reported by the Nasdaq Market on June 20, 2005.
(2)	Each American depositary share represents one Business Objects ordinary share. A separate registration statement on Form F-6, filed on October 15, 2003, is effective with respect to the registrant’s American depositary shares.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated June 23, 2005

American Depositary Shares

Representing 2,500,000 Ordinary Shares

        This prospectus relates to the sale of up to 2,500,000 American depositary shares, or ADSs, by us to the Business Objects Employee Benefits Sub-Plan Trust, or the Trust, a third party trust established in connection with our 2001 Stock Incentive Plan — Subsidiary Stock Incentive Sub-Plan, and the issuance by the Trust to employees of some of our subsidiaries and by some of our officers of our company to third parties. These ADSs, are convertible at the option of the holder in exchange for our ordinary shares, nominal value €0.10 per share, or Ordinary Shares. Each of our ADSs represents one Ordinary Share.

      Our ADSs are listed on The Nasdaq National Market under the symbol “BOBJ.” On June 20, 2005, the closing sales price of our ADSs as reported by The Nasdaq National Market was $27.14 per share. Our Ordinary Shares are listed on the Eurolist by Euronext^TM (Compartment A) of Euronext Paris under the ISIN code FR0004026250. On June 20, 2005, the closing sales price of our Ordinary Shares on the Eurolist by Euronext was €22.46.

      You should consider carefully the risk factors beginning on page 3 of this prospectus before purchasing any of our ADSs offered under this prospectus.

      Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated                          , 2005.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		3
Forward-Looking Statements		23
Use of Proceeds		23
Selling Shareholders		24
Plan of Distribution		25
Description of Our Share Capital		28
Description of Our American Depositary Shares		36
Certain Income Tax Considerations		41
Legal Matters		47
Experts		47
Where You Can Find Additional Information		48
Information Incorporated By Reference		49
EXHIBIT 4.3
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 23.2

      You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The selling shareholder is offering to sell, and seeking offers to buy, the shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares.

PROSPECTUS SUMMARY

      The following summary may not contain all the information that many be important to you. You should read the following summary, together with the more detailed information regarding our company, especially the “Risk Factors” section and the documents incorporated by reference into this prospectus including the more detailed information in our consolidated financial statements and notes to those statements, before deciding to invest in our American depositary shares, or ADSs, or the Ordinary Shares which they represent.

Business Objects S.A.

      We are the world’s leading independent provider of business intelligence software and services, which we refer to in this document as “Business Intelligence” solutions. We develop, market, distribute and provide services for software that enables organizations to track, understand and manage enterprise performance within and beyond the enterprise. Organizations use our software to gain better insight into their business, improve decision making and optimize enterprise performance. Our business intelligence platform, BusinessObjects XI, offers a single platform for enterprise reporting, query and analysis, performance management and data integration. We have also built one of the industry’s largest partner communities, with more than 3,000 partners worldwide. In addition, we offer consulting and education services to help customers effectively deploy their business intelligence projects.

      On December 11, 2003, we acquired Crystal Decisions, Inc., the industry standard for enterprise reporting, and several related entities, collectively “Crystal Decisions,” and subsequent to December 11, 2003, the former operations of Crystal Decisions became part of our consolidated business and financial results.

Corporate Information

      We were incorporated in France in 1990. Our principal executive offices are located at 157-159 rue Anatole France, 92300 Levallois-Perret, France and 3030 Orchard Parkway, San Jose, California 95134. Our website is www.businessobjects.com. Information contained on, or accessible through, our website is not part of this registration statement. You may obtain copies of the reports we file with the Securities and Exchange Commission, or SEC, from our website.

United States Market Information

      Our ADSs are listed on The Nasdaq National Market under the symbol “BOBJ.”

      We sponsor a program that provides for the trading of our Ordinary Shares in the United States in the form of ADSs. Each ADS represents one Ordinary Share placed on deposit with The Bank of New York, as depositary, and is issued and delivered by the depositary through its principal office in New York City at 101 Barclay Street, New York, New York, 10286. Under the terms of the Amended and Restated Deposit Agreement dated October 15, 2003, Ordinary Shares may also be deposited with the Paris office of BNP Paribas Securities Services, as custodian, or any successor or successors to such custodian. The depositary provides a variety of services to our investors.

2001 Stock Incentive Plan — Subsidiary Stock Incentive Sub-Plan

      Given the impending changes in the financial accounting implications of equity compensation arrangements, many companies are amending their stock option plans in order to provide greater flexibility. These companies are amending their plans or adopting new plans to permit the granting of full value awards, such as restricted stock and performance shares, to their employees in the United States and elsewhere (except in France). We want to enhance our flexibility by providing our subsidiaries with the ability to grant restricted stock and performance shares to their employees. The proposed issuance of Ordinary Shares reserved to the Business Objects Employee Benefits Sub-Plan Trust, or the Trust, is intended to provide our non-French subsidiaries with the ability to grant restricted shares and performance shares from the Trust to their employees pursuant the Subsidiary Stock Incentive Sub-Plan, or Sub-Plan, of the 2001 Stock Incentive Plan, or 2001 Plan.

      The Sub-Plan is designed to assist our non French subsidiaries in attracting, retaining and motivating the best available personnel for the successful conduct and growth of our business. We believe that the

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Sub-Plan is an essential tool to link the long-term interests of shareholders and employees and serves to motivate employees to make decisions that will, in the long run, give the best returns to our shareholders. The subsidiaries have consistently included equity incentives as a significant component of compensation for a broad range of their employees. In addition, we believe this practice is critical to our ability to attract and retain the employees in a highly competitive market for managerial and technical talent. The subsidiaries’ operations subject them to particularly intense competition in the labor market from both private and public companies. Equity incentives are offered by most companies with which we compete for employees, and we believe it is essential to provide stock-based incentives to both new and existing subsidiary employees.

French Market Information

      In February 2005, Euronext Paris S.A. restructured its stock exchanges. Our Ordinary Shares were listed on the Premier Marché of Euronext Paris S.A. from November 1999 to February 2005. The Premier Marché was a regulated market that was managed and operated by Euronext Paris S.A.

      Since February 21, 2005, all securities previously traded on the Premier, Second and Nouveau Marchés are listed and traded on a single market known as the “Eurolist by Euronext,” which is operated by Euronext Paris S.A. Euronext transferred securities listed on the Premier, Second and Nouveau Marchés to Eurolist by Euronext after the trading day on February 18, 2005. The companies listed on Euronext’s single market are now displayed in alphabetical order, further organized by market capitalization. Our Ordinary Shares are listed under the ISIN code FR0004026250, symbol “BOB”. In accordance with Euronext Paris S.A. rules, as modified, the shares issued by listed companies are classified in three compartment groups, according to set criteria:

•  Compartment A — companies with a market capitalization above €1 billion;

•  Compartment B — companies with a market capitalization between €150 million and up to and including €1 billion;

•  Compartment C — companies with a market capitalization below €150 million.

      Our Ordinary Shares are classified in Compartment A of the Eurolist by Euronext.

      All trading on the Eurolist by Euronext market is performed on a cash settlement basis on the third trading day following the trade. However, a Deferred Settlement Service (Service à Règlement Différé or “SRD”) allows investors who elect this service to benefit from leverage and other special features of the previous monthly settlement market. The service is only available for trades in securities of companies that have both a total market capitalization of at least €1 billion and represent a minimum daily average trading volume of €1 million. Investors in shares eligible for SRD can elect on the determination date (date de liquidation), which is, at the latest, the fifth trading day before the end of the month, either to settle the trade by the last trading day of the month or to pay an additional fee and postpone the settlement decision to the determination date of the following month. Our Ordinary Shares are eligible for the SRD.

      Ownership of equity securities traded on a deferred settlement basis is considered to have been transferred only after they have been registered in the purchaser’s account. In accordance with French securities regulations, any sale of securities executed on a deferred settlement basis during the month in which a dividend occurs is deemed to take place after payment of the dividend. The account of the purchaser having purchased the securities prior to the date of the dividend payment, but during the month of a dividend payment date, is credited with an amount equal to the dividend paid and the seller’s account is debited by the same amount.

      Prior to any transfer of securities held in registered form on Eurolist by Euronext, the securities must be converted into bearer form and accordingly inscribed in an account maintained by an accredited intermediary with Euroclear France S.A., a registered clearing agency. Transactions in securities are initiated by the owner giving instructions (through an agent, if appropriate) to the relevant accredited intermediary. Trades of securities listed on Eurolist by Euronext are cleared and settled through Euroclear France and using Clearing 21 (the common clearing platform). A fee or commission is payable to the broker-dealer or other agent involved in the transaction.

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RISK FACTORS

      Before you invest in any of our securities, you should be aware of various risks to which we may be subject, including those described below. The following risks and uncertainties may have a material and adverse effect on our business, financial condition or results of operations. You should carefully consider these risks and uncertainties, together with all of the other information included or incorporated by reference in this prospectus before you decide whether to purchase any of our common stock. If any of the risks or uncertainties we face were to occur, the trading price of our securities could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Our quarterly operating results have been and will continue to be subject to fluctuations.

      Historically, our quarterly operating results varied substantially from quarter to quarter, and we anticipate that this will continue. This fluctuation occurs principally because our net license fees vary from quarter to quarter, while a high percentage of our operating expenses are relatively fixed and are based on anticipated levels of revenues. While the variability of our net license fees is partially due to factors that would influence the quarterly results of any company, our business is particularly susceptible to quarterly variations because:

•  we typically receive a substantial amount of our revenues in the last weeks of the last month of a quarter, rather than evenly throughout the quarter;

•  many of our customers may wait until their fourth quarter, the end of their annual budget cycle, before deciding whether to purchase new software;

•  economic activity in Europe generally slows during the summer months;

•  customers may delay purchasing decisions in anticipation of changes to our product line, the launch of new products, product enhancements or platforms or in response to announced pricing changes by us or our competitors;

•  we expect our revenues to vary based on the mix of products and services and the amount of consulting services that our customers order;

•  we depend, in part, on large orders and any delay in closing a large order may result in the realization of potentially significant net license fees being postponed from one quarter to the next; and

•  we expect our revenues to be sensitive to the timing of offers of new products that successfully compete with our products on the basis of functionality, price or otherwise.

      General market conditions and other domestic or international macroeconomic and geopolitical factors unrelated to our performance also affect our quarterly revenues and operating results. For these reasons, quarter to quarter comparisons of our revenues and operating results may not be meaningful and you should not rely on them to be indicative of our future performance.

We may be unable to sustain or increase our profitability.

      While we were profitable in our most recent quarter and fiscal year, our ability to sustain or increase profitability on a quarterly or annual basis will be affected by changes in our business and the demand for our products. We expect our operating expenses to increase as our business grows, and we anticipate that we will make investments in our business. Therefore, our results of operations will be harmed if our revenues do not increase at a rate equal to or greater than increases in our expenses or are insufficient for us to sustain profitability.

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Our revenues may be unpredictable due to the recent release of our BusinessObjects XI product, which integrates our existing Business Objects and Crystal Decisions product lines, and the expected end of life of our existing Business Objects and Crystal Decisions products.

      In the past, customers have deferred purchasing decisions as the expected release date of our new products have approached, and have delayed making purchases of the new product to permit them to undertake a more complete evaluation or until industry analysts have commented upon the products. We released the Windows NT version of BusinessObjects XI in December 2004. BusinessObjects XI could be particularly susceptible to deferred or delayed orders, since it represents the integration of our former stand-alone Business Objects and Crystal Decisions product lines. Before purchasing BusinessObjects XI, some customers may delay purchasing until the new product is available in their desired configuration or until third party opinion is widely available.

      The customer hesitation could result in delays in purchasing from one quarter to the next, causing quarterly orders and associated shipments and revenues to vary more significantly during this transition than we have previously experienced. The impact on revenues of the introduction of BusinessObjects XI may be exacerbated or reduced by normal seasonal spending patterns. We have implemented programs and incentives to try to mitigate these expected fluctuations but we cannot provide any assurance that these programs will be effective. Our customers may elect to continue to use stand-alone products for some time. As a result, we may have to continue to support multiple products for a period of time. As a result, we may have to continue to support multiple products for a period of time.

      In addition, we anticipate that the pattern of adoption of BusinessObjects XI by existing customers, and the impact on our revenues, may not be consistent with the patterns we have previously experienced because we have announced that the old Business Objects and Crystal Decisions’ products will transition to end of life over the next two years. Existing customers will be deciding whether and when to transition to the integrated BusinessObjects XI product, which may be viewed by them as a more significant decision about how to manage their Business Intelligence platform. We cannot anticipate whether the product transition will result in a prolonged adoption cycle for BusinessObjects XI or what the impact will be on maintenance revenues for the existing Business Objects and Crystal Decisions’ products prior to their end of life.

Charges to earnings resulting from our acquisition of Crystal Decisions and additional restructuring and operating expenses may adversely affect the market value of our shares.

      We have accounted for our acquisition of Crystal Decisions using the purchase method of accounting in accordance with generally accepted accounting principles as applied in the United States, or U.S. GAAP. The portion of the estimated purchase price allocated to acquired in-process research and development was expensed in the three months ended December 31, 2003. We expect to incur additional amortization expense over the useful lives of certain other intangible assets acquired in connection with the acquisition, which will reduce our operating results through 2008. In addition, we recorded goodwill of $978.0 million in connection with the acquisition. If this goodwill, other intangible assets with indefinite lives or other assets acquired in the acquisition become impaired, we may be required to incur material charges. Any significant impairment charges will have a negative effect on our operating results and could reduce the market price of our shares.

      We incurred $2.2 million in restructuring expenses during 2004, and do not expect to incur any significant additional restructuring expenses in 2005. We cannot be sure that these expenses and charges will not be higher than we currently anticipate. These and any additional restructuring or operating expenses and charges could adversely affect our results of operations.

If we overestimate revenues, we may be unable to reduce our expenses to avoid or minimize a negative impact on our quarterly results of operations.

      Our revenues are difficult to forecast and are likely to fluctuate significantly from quarter to quarter. Our estimates of sales trends may not correlate with actual revenues in a particular quarter or over a

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longer period of time. Variations in the rate and timing of conversion of our sales prospects into actual licensing revenues could cause us to plan or budget inaccurately and those variations could adversely affect our financial results. In particular, delays, reductions in amount or cancellation of customers’ purchases would adversely affect the overall level and timing of our revenues, which could then harm our business, results of operations and financial condition.

      In addition, because our costs will be relatively fixed in the short term, we may be unable to reduce our expenses to avoid or minimize the negative impact on our quarterly results of operations if anticipated revenues are not realized. As a result, our quarterly results of operations could be worse than anticipated.

Changes to current accounting policies could have a significant effect on our reported financial results or the way in which we conduct our business.

      We prepare our financial statements in conformity with U.S. GAAP, which is a body of guidance that is subject to interpretation or influence by the American Institute of Certified Public Accountants, the Public Company Accounting Oversight Board, the SEC and various bodies formed to interpret and create appropriate accounting policies. Until and including 2004, we also prepared financial statements in accordance with generally accepted accounting principles as applied in France, or French GAAP, according to French law. Effective January 1, 2005, our statutory and consolidated French financial statements will be prepared in conformity with International Financial Reporting Standards, the IFRS. The International Accounting Standards Board, which is the body formed to create the international standards, has undertaken a convergence program to eliminate a variety of differences between IFRS and U.S. GAAP. The most significant differences for us between U.S. GAAP and IFRS relate to the treatment of stock-based compensation expense and the accounting for treasury shares related to a prior acquisition. For our consolidated financial statements prepared in accordance with IFRS, our previously reported results were required to be restated in accordance with IFRS. The opening balance sheet as of January 1, 2004 in accordance with IFRS was filed on April 26, 2005 with the Autorité des marchés financiers, or the AMF, in France in our 2004 Document de Référence under the No. R.05-049. Our accounting policies that recently have been or may in the future be affected by the changes in the accounting rules are as follows:

•  software revenue recognition;

•  accounting for stock-based compensation;

•  accounting for variable interest entities; and

•  accounting for goodwill and other intangible assets.

      Changes in these or other rules, or the questioning of current practices, may have a significant adverse effect on our reported operating results or in the way in which we conduct our business.

Our market is highly competitive, which could harm our ability to sell products and services and reduce our market share.

      The market in which we compete is intensely competitive, highly fragmented and characterized by changing technology and evolving standards. Our competitors may announce new products, services or enhancements that better meet the needs of customers. Increased competition may cause price reductions or a loss of market share, either of which could have a material adverse effect on our business, results of operations and financial condition.

      Additionally, we may face competition from many companies with whom we have strategic relationships, including Hyperion Solutions Corporation, International Business Machines Corporation, Lawson Software, Inc., Microsoft Corporation, Oracle Corporation and SAP AG, all of whom offer business intelligence products that compete with our products. For example, Microsoft has extended its SQL server business intelligence platform to include reporting capabilities which compete with our enterprise reporting solutions. These companies could bundle their business intelligence software with their

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other products at little or no cost, giving them a potential competitive advantage over us. Because our products will be specifically designed and targeted to the business intelligence software market, we may lose sales to competitors offering a broader range of products.

Some of our competitors may have greater financial, technical, sales, marketing and other resources than we do. In addition, acquisitions of or other strategic transactions by our competitors could weaken our competitive position or reduce our revenues.

      Some of our competitors may have greater financial, technical, sales, marketing and other resources than we do. In addition, some of these competitors may enjoy greater name recognition and a larger installed customer base than we do. These competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion, sale and support of their products. In addition, some of our competitors may be more successful than we are in attracting and retaining customers. Moreover, some of our competitors, particularly companies that offer relational database management software systems, enterprise resource planning software systems and customer relations management systems may have well established relationships with some of our existing and targeted customers. This competition could harm our ability to sell products and services, which may lead to reduced revenues, reduced market share and, ultimately, reduced profit margins.

      If one or more of our competitors were to merge or partner with another of our competitors, the change in the competitive landscape could adversely affect our ability to compete effectively. Furthermore, companies larger than ours could enter the market through internal expansion or by strategically aligning themselves with one of our competitors and providing products that cost less than our products. Our competitors may also establish or strengthen cooperative relationships with our current or future distributors, resellers, original equipment manufacturers or other parties with whom we have relationships, thereby limiting our ability to sell through these channels and reducing promotion of our products.

We may pursue strategic acquisitions and investments that could have an adverse effect on our business if they are unsuccessful.

      As part of our business strategy, we have acquired companies, technologies and product lines to complement our internally developed products. We expect that we will have a similar business strategy going forward. There is the risk that the contemplated benefits of an acquisition may not materialize within the time periods or to the extent anticipated. Critical to the success of this strategy in the future and, ultimately, our business as a whole, is the orderly, effective integration of acquired businesses, technologies, product lines and employees into our organization. If our integration of future acquisitions is unsuccessful, our business will suffer. There is also the risk that our valuation assumptions and models for an acquired product or business may be overly optimistic or incorrect if customers do not demand the acquired company’s products to the extent we expect, the technology does not function as we expect or the technology we acquire is the subject of infringement or trade secret claims by third parties.

We have strategic relationships with Microsoft and SAP which, if terminated, could reduce our revenues and harm our operating results.

      We have strategic relationships with Microsoft and SAP that enable us to bundle our products with those of Microsoft and SAP, and we are also developing certain utilities and products to be a part of Microsoft’s and SAP’s products. We will have limited control, if any, as to whether Microsoft or SAP will devote adequate resources to promoting and selling our products. In addition, Microsoft and SAP have designed their own business intelligence software. If either Microsoft or SAP reduces its efforts on our behalf or discontinues its relationship with us and instead develops a relationship with one of our competitors or increases its selling efforts of its own Business Intelligence software, our revenues and operating results may be reduced. For example, Microsoft is actively marketing its reporting product for its SQL server Business Intelligence platform.

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We sell products only in the business intelligence software market; if sales of our products in this market decline, our operating results will be harmed.

      We generate substantially all of our revenues from licensing, support and services in conjunction with the sale of our products in the Business Intelligence software market. Accordingly, our future revenues and profits will depend significantly on our ability to further penetrate the Business Intelligence software market. If we are not successful in selling our products in our targeted market due to competitive pressures, technological advances by others or other reasons, our operating results would suffer.

If the market in which we sell business intelligence software does not grow as anticipated, our future profitability could be negatively affected.

      The Business Intelligence software market is still emerging, and our success depends upon the growth of this market. Our potential customers may:

•  not fully value the benefits of using Business Intelligence products;

•  not achieve favorable results using Business Intelligence products;

•  experience technical difficulty in implementing Business Intelligence products; or

•  use alternative methods to solve the problems addressed by Business Intelligence software.

      These factors may cause the market for Business Intelligence software not to grow as quickly or become as large as we anticipate, which may adversely affect our revenues.

Our software may have defects and errors that may lead to a loss of revenues or product liability claims.

      Our products and platforms are internally complex and may contain defects or errors, especially when first introduced or when new versions or enhancements are released. Despite extensive testing, we may not detect errors in our new products, platforms or product enhancements until after we have commenced commercial shipments. If defects and errors are discovered after commercial release of either new versions or enhancements of our products and platforms:

•  potential customers may delay purchases;

•  customers may react negatively, which could reduce further sales;

•  our reputation in the marketplace may be damaged;

•  we may have to defend product liability claims;

•  we may be required to indemnify our customers, distributors, original equipment manufacturers or other resellers;

•  we may incur additional service and warranty costs; and

•  we may have to divert additional development resources to correct the defects and errors, which may result in delay of new product releases or upgrades.

      If any or all of the foregoing occur, we may lose revenues, incur higher operating expenses and lose market share, any of which could severely harm our financial condition and operating results.

We may have difficulties providing and managing large scale deployments, which could cause a decline or delay in recognition of our revenues and an increase in our expenses.

      We may have difficulty managing the timeliness of our large scale deployments and our internal allocation of personnel and resources on an ongoing basis. Any difficulty could cause us to lose existing customers, face potential customer disputes or limit the number of new customers who purchase our products or services, which could cause a decline in or delay in recognition of revenues, and could cause us

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to increase our research and development and technical support costs, either of which could adversely affect our operating results.

      In addition, we generally have long sales cycles for our large scale deployments. During a long sales cycle, events may occur that could affect the size, timing or completion of the order. For example, the potential customer’s budget and purchasing priorities may change, the economy may experience a downturn or new competing technology may enter the marketplace, any of which could reduce our revenues.

While we believe that we currently have adequate internal control over financial reporting, we are exposed to risks from recent legislation requiring companies to evaluate internal control over financial reporting.

      Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to report on and our independent registered public accounting firm to attest to the effectiveness of our internal control over financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. This requirement has only recently become effective and neither we nor our independent registered public accounting firm has significant experience in complying or assessing compliance.

      We expect to continue to incur significant expenses and to devote additional resources to Section 404 compliance on an ongoing basis. In addition, it is difficult for us to predict how long it will take to complete the assessment of the effectiveness of our internal control over financial reporting each year and we may not be able to complete the process on a timely basis. In the event that our chief executive officer, chief financial officer or independent registered public accounting firm determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected.

We cannot be certain that our internal control over financial reporting will be effective or sufficient in the future.

      It may be difficult to maintain effective internal controls over our financial reporting for combined operations and differences in existing controls of acquired businesses may result in weaknesses that require remediation when their internal controls over financial reporting are combined with ours. For example, we were required to integrate the financial reporting systems of Crystal Decisions with our existing systems in 2004. The integration of two compliant systems could result in a noncompliant system or an acquired company may not have compliant systems at all. In either case, the effectiveness of our internal control may be impaired. Our ability to manage our operations and growth will require us to improve our operations, financial and management controls, as well as our internal control over financial reporting. We may not be able to implement improvements to our internal control over financial reporting in an efficient and timely manner and may discover deficiencies and weaknesses in existing systems and controls; especially when such systems and controls are tested by increased scale of growth or the impact of acquisitions.

      If we fail to maintain an effective system of internal controls or if management or our independent registered public accounting firm were to discover material weaknesses in our internal controls, we may be unable to produce reliable financial reports or prevent fraud and it could harm our results of operations and financial condition. This could result in a negative perception of our ability to operate and subsequently a decline in our stock price.

The software market in which we operate is subject to rapid technological change and new product introductions, which could negatively affect our product sales.

      The market for business intelligence software is characterized by rapid technological advances, evolving industry standards, changes in customer requirements and frequent new product introductions and enhancements. The emergence of new industry standards in related fields may adversely affect the demand

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for our products. To be successful, we must develop new products, platforms and enhancements to our existing products that keep pace with technological developments, changing industry standards and the increasingly sophisticated requirements of our customers. Introducing new products into our market has inherent risks including those associated with:

•  adapting third-party technology, including open source software;

•  successful education and training of sales, marketing and consulting personnel;

•  effective marketing and market acceptance;

•  proper positioning and pricing; and

•  product quality, including possible defects.

      If we are unable to respond quickly and successfully to these developments and changes, we may lose our competitive position. In addition, even if we are able to develop new products, platforms or enhancements to our existing products, these products, platforms and product enhancements may not be accepted in the marketplace. Further, if we do not adequately time the introduction or the announcement of new products or enhancements to our existing products, or if our competitors introduce or announce new products, platforms and product enhancements, our customers may defer or forego purchases of our existing products. In addition, we will have expended substantial resources without realizing the anticipated revenues which would have an adverse effect on our results of operations and financial condition.

We are currently a party to several lawsuits with MicroStrategy. The prosecution of these lawsuits could have a substantial negative impact on our business. Should MicroStrategy prevail, we may be required to pay substantial monetary damages or be prevented from selling some of our products.

      On October 17, 2001, we filed a lawsuit in the United States District Court for the Northern District of California against MicroStrategy for alleged patent infringement. The lawsuit alleged that MicroStrategy infringed our U.S. Patent No. 5,555,403 by making, using, offering to sell and selling MicroStrategy Versions 6.0, 7.0 and 7.0i. Our complaint requested that MicroStrategy be enjoined from further infringing the patent and sought an as-yet undetermined amount of damages. On June 27, 2003, MicroStrategy filed a motion for summary judgment that its products do not infringe our patent. On August 29, 2003, the District Court ruled that our patent was not literally infringed and that we were estopped from asserting the doctrine of equivalents and dismissed the case. We appealed the District Court’s judgment to the Court of Appeals for the Federal Circuit. On January 6, 2005, the Court of Appeals for the Federal Circuit decided that the District Court incorrectly concluded that MicroStrategy’s products did not violate our patent and determined that we were not precluded from arguing that MicroStrategy’s products were equivalent to a claim in U.S. Patent No. 5,555,403. The District Court heard summary judgment motions on June 10, 2005 and took them under submission. A trial date is expected to be set for late 2005 or early 2006. We cannot reasonably estimate at this time whether a monetary settlement will be reached.

      On October 30, 2001, MicroStrategy filed an action for alleged patent infringement in the United States District Court for the Eastern District of Virginia against us and our subsidiary, Business Objects Americas. The complaint alleged that our software products, BusinessObjects Broadcast Agent Publisher, BusinessObjects Broadcast Agent Scheduler and BusinessObjects Infoview, infringed MicroStrategy’s U.S. Patent Nos. 6,279,033 and 6,260,050. In December 2003, the Court dismissed MicroStrategy’s claim of infringement on U.S. Patent No. 6,279,033 without prejudice. Trial on U.S. Patent No. 6,260,050 was scheduled to begin June 14, 2004. On June 7, 2004, the Court informed the parties that the Court was of the opinion that summary judgment should be granted in our favor as to non-infringement of MicroStrategy’s Patent No. 6,260,050 and canceled the trial. On August 6, 2004, the Court entered a formal opinion and order formalizing this decision. On September 3, 2004, MicroStrategy filed a Notice of Appeal with the Court of Appeals for the Federal Circuit. We expect a ruling by the Court of Appeals in late 2005 or in 2006.

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      In April 2002, MicroStrategy obtained leave to amend its patent claims against us to include claims for misappropriation of trade secrets, violation of the Computer Fraud and Abuse Act, tortious interference with contractual relations and conspiracy in violation of the Virginia Code seeking injunctive relief and damages. On December 30, 2002 the Court granted our motion for summary judgment and rejected MicroStrategy’s claims for damages as to the causes of action for misappropriation of trade secrets, Computer Fraud and Abuse Act and conspiracy in violation of the Virginia Code. On October 28, 2003, the Court granted judgment as a matter of law in our favor and dismissed the jury trial on MicroStrategy’s allegations that we tortiously interfered with certain employment agreements between MicroStrategy and its former employees. The Court took MicroStrategy’s claim for misappropriation of trade secrets under submission. On August 6, 2004, the Court issued an order rejecting all of MicroStrategy’s claims for misappropriation of trade secrets except for a finding that a former employee of ours had misappropriated two documents. The Court issued a limited injunction requiring us not to possess, use or disclose the two documents as to which it found misappropriation. The Court also denied MicroStrategy’s request for attorneys’ fees. On September 3, 2004 MicroStrategy filed a Notice of Appeal with the Court of Appeals for the Federal Circuit appealing each of the rulings. We expect a ruling by the Court of Appeals in late 2005 or early 2006.

      On December 10, 2003, MicroStrategy filed an action for patent infringement against Crystal Decisions in the United States District Court for the District of Delaware. We became a party to this action when we acquired Crystal Decisions. The complaint alleged that the Crystal Decisions’ software products: Crystal Enterprise, Crystal Reports, Crystal Analysis and Crystal Applications, infringed MicroStrategy’s U.S. Patent Nos. 6,279,033, 6,567,796 and 6,658,432. MicroStrategy has since alleged that BusinessObjects XI, Crystal Reports XI and OLAP Intelligence XI, successors of the products initially accused, also infringe the patents named in the suit. The complaint seeks relief in the form of an injunction, unspecified damages, an award of treble damages and attorneys’ fees. The parties are currently engaged in extensive discovery. The trial, which was scheduled to begin on November 7, 2005, has been postponed to May 30, 2006. We are defending this action vigorously. Should an unfavorable outcome arise, there can be no assurance that such outcome would not have a material adverse affect on our results of operations, liquidity or financial position.

      We believe that we have meritorious defenses to MicroStrategy’s various allegations and claims in each of the suits and we intend to continue to vigorously to defend the actions. However, because of the inherent uncertainty of litigation in general, and the fact that the discovery related to certain of these suits is ongoing, we cannot assure you that we will ultimately prevail. Should MicroStrategy ultimately succeed in the prosecution of its claims, we could be permanently enjoined from selling some of our products and deriving related maintenance revenues. In addition, we could be required to pay substantial monetary damages to MicroStrategy.

      Litigation such as the suits MicroStrategy has brought against us can take years to resolve and can be expensive to defend. An adverse judgment, if entered in favor of any MicroStrategy claim, could seriously harm our business, results of operations and financial position and cause our stock price to decline substantially. In addition, the MicroStrategy litigation, even if ultimately determined to be without merit, will be time consuming to defend, divert our management’s attention and resources and could cause product shipment delays or require us to enter into royalty or license agreements. These royalty or license agreements may not be available on terms acceptable to us, if at all, and the prosecution of the MicroStrategy allegations and claims could significantly harm our business, financial position and results of operations and cause our stock price to decline substantially.

We are a party to litigation with Vedatech Corporation and, in the event of an adverse judgment against us, we may have to pay damages, which could adversely affect our financial position and results of operations.

      In November 1997, Vedatech commenced an action in the Chancery Division of the High Court of Justice in the United Kingdom against Crystal Decisions (UK) Limited, now a wholly owned subsidiary of Business Objects Americas. The liability phase of the trial was completed in March 2002, and Crystal

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Decisions prevailed on all claims except for the quantum meruit claim. The High Court ordered the parties to mediate the amount of that claim and, in August 2002, the parties came to a mediated settlement. The mediated settlement was not material to Crystal Decisions’ operations and contained no continuing obligations. In September 2002, however, Crystal Decisions received notice that Vedatech was seeking to set aside the settlement. The mediated settlement and related costs were accrued in Crystal Decisions’ consolidated financial statements. In April 2003, Crystal Decisions filed an action in the High Court of Justice seeking a declaration that the mediated settlement agreement is valid and binding. In connection with this request for declaratory relief Crystal Decisions paid the agreed settlement amount into the High Court.

      On October 2003, Vedatech and Mani Subramanian filed an action against Crystal Decisions, Crystal Decisions (UK) Limited and Susan J. Wolfe, then Vice President, General Counsel and Secretary of Crystal Decisions, in the United States District Court, Northern District of California, San Jose Division, which alleged that the August 2002 mediated settlement was induced by fraud and that the defendants engaged in negligent misrepresentation and unfair competition. We became a party to this action when we acquired Crystal Decisions. In July 2004, the United States District Court, Northern District of California, San Jose Division granted the defendants’ motion to stay any proceedings before such court pending resolution of the matters currently submitted to the English High Court. In October 2003, Crystal Decisions (UK) Limited, Crystal Decisions (Japan) K.K. and Crystal Decisions filed an application with the High Court claiming the proceedings in United States District Court, Northern District of California, San Jose Division were commenced in breach of an exclusive jurisdiction clause in the settlement agreement and requesting injunctive relief to restrain Vedatech from pursuing the United States District Court proceedings.

      A hearing in the High Court of Justice took place on various dates between January 29 and March 9, 2004. On August 3, 2004, the High Court granted the anti-suit injunction but provided that the United States District Court, Northern District of California, San Jose Division could complete its determination of any matter that may be pending. Vedatech and Mr. Subramanian made application to the High Court for permission to appeal the orders of August 3, 2004 granting the anti-suit injunction, along with orders which were issued on May 19, 2004. These applications for permission to appeal have been listed before a panel of three judges, with an appeal to follow should the applications for permission to appeal succeed. The hearing has been scheduled for July 6, 7, 11 and 12, 2005.

      Although we believe that Vedatech’s basis for seeking to set aside the mediated settlement and its claims in the October 2003 complaint are meritless, the outcome cannot be determined at this time. If the mediated settlement were to be set aside, an ultimate damage award could adversely affect our results of operations, liquidity or financial position.

We are a party to litigation with Informatica and, in the event of an adverse judgment against us, we may have to pay damages or be prevented from selling some of our products, either of which could adversely affect our financial position and results of operations.

      On July 15, 2002, Informatica filed an action for alleged patent infringement in the United States District Court for the Northern District of California against Acta Technology, Inc. We became a party to this action when we acquired Acta in August 2002. The complaint alleged that the Acta software products infringed Informatica’s U.S. Patent Nos. 6,014,670, 6,339,775 and 6,208,990. On July 17, 2002, Informatica filed an amended complaint that alleged that the Acta software products also infringe U.S. Patent No. 6,044,374. The complaint seeks relief in the form of an injunction, unspecified damages, an award of treble damages and attorneys’ fees. We have answered the suit, denying infringement and asserting that the patents are invalid and other defenses. The parties are awaiting a claim construction order to be issued by the Court. The Court vacated the August 16, 2004 trial date previously set and a new trial date is not expected to be set until the Court issues its claim construction order.

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      We are defending this action vigorously. Were an unfavorable outcome to arise, there can be no assurance that such outcome would not have a material adverse affect on our results of operations, liquidity or financial position.

      Although we believe that Informatica’s basis for its suit is meritless, the outcome cannot be determined at this time. Because of the inherent uncertainty of litigation in general and that fact that this litigation is ongoing, we cannot assure you that we will prevail. Should Informatica ultimately succeed in the prosecution of its claims, we could be permanently enjoined from selling some of our products and be required to pay damages.

We are a party to litigation with Decisions Warehouse. The prosecution of this lawsuit could have a substantial negative impact on our business. Should Decisions Warehouse prevail, we may be required to pay substantial monetary damages.

      On September 29, 2004, Decision Warehouse Consultoria E Importacao Ltda. filed an action in the Superior Court for the State of California, County of Santa Clara against Business Objects Americas and Business Objects Do Brasil, Ltda. for unspecified damages alleging breach of contract, intentional interference with prospective economic advantage and contract relationships, misappropriation of trade secrets, promissory fraud and unlawful business practices. The parties are currently engaged in discovery. No trial date has been set. We intend vigorously to defend this action. Should an unfavorable outcome arise, there can be no assurance such outcome would not have a material adverse affect on our results of operations, liquidity or financial position.

      On December 22, 2004, Business Objects Americas and Business Objects Do Brasil, Ltda. filed a lawsuit in the Superior Court for the State of California, County of Santa Clara against Decision Warehouse Consultoria E Importacao Ltda. The lawsuit alleges violations of Brazilian copyright law, breach of contract, unfair business practices, account stated, open book account and for an accounting. Our complaint requested damages according to proof, “moral” damages under Brazilian law and award of sums found due after accounting.

The protection of our intellectual property rights is crucial to our business and, if third parties use our intellectual property without our consent, our business could be damaged.

      Our success is heavily dependent on protecting intellectual property rights in our proprietary technology, which is primarily our software. It is difficult for us to protect and enforce our intellectual property rights for a number of reasons, including:

•  policing unauthorized copying or use of our products is difficult and expensive;

•  software piracy is a persistent problem in the software industry;

•  our patents may be challenged, invalidated or circumvented; and

•  our shrink-wrap licenses may be unenforceable under the laws of certain jurisdictions.

      In addition, the laws of many countries do not protect intellectual property rights to as great an extent as those of the United States and France. We believe that effective protection of intellectual property rights is unavailable or limited in certain foreign countries, creating an increased risk of potential loss of proprietary technology due to piracy and misappropriation. For example, we are currently doing business in the People’s Republic of China where the status of intellectual property law is unclear and we may expand our presence there in the future.

      Although our name, together with our previous logo, is registered as a trademark in France, the United States and a number of other countries, we may have difficulty asserting our trademark rights in the name “Business Objects” because some jurisdictions consider the name “Business Objects” to be generic or descriptive in nature. As a result, we may be unable to effectively police the unauthorized use of our name or otherwise prevent our name from becoming a part of the public domain. We also have other trademarks or service marks in use around the world, and we may have difficulty registering or

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maintaining these marks in some countries, which may require us to change our marks or obtain new marks.

      We also seek to protect our confidential information and trade secrets through the use of non-disclosure agreements with our contractors, vendors, and partners. However, there is a risk that our trade secrets may be disclosed or published without our authorization, and in these situations it may be difficult or costly for us to enforce our rights and retrieve published trade secrets.

      We sometimes use open source software in our product development. Open source software carries certain special risks, which could include, for example, license terms which could limit our ability to enforce our intellectual property rights. In addition, open source software does not provide any warranties, including warranties against infringement of third party rights. We may not be successful in our attempts to avoid the use of open source software which could have these problems.

      We sometimes contract with third parties to provide development services to us, and we routinely ask them to sign agreements which require them to assign intellectual property to us which is developed on our behalf. However, there is a risk that they will fail to disclose to us such intellectual property, or that they may have inadequate rights to such intellectual property. This could happen, for example, if they failed to obtain the necessary invention assignment agreements with their own employees.

      We are involved in litigation to protect our intellectual property rights, and we may become involved in further litigation in the future. This type of litigation is costly and could negatively impact our operating results.

Third parties have asserted that our technology infringes upon their proprietary rights, and others may do so in the future, which has resulted, and may in the future result, in costly litigation and could adversely affect our ability to distribute our products.

      From time to time, companies in the industry in which we compete receive claims that they are infringing upon the intellectual property rights of third parties. We believe that software products that are offered in our target markets will increasingly be subject to infringement claims as the number of products and competitors in the industry segment grows and product functionalities begin to overlap. For example, we are defending one patent infringement suit brought by Informatica, one brought by MicroStrategy against us and one brought by MicroStrategy against Crystal Decisions.

      The potential effects on our business operations resulting from third party infringement claims that have been filed against us and may be filed against us in the future include the following:

•  we could be forced to cease selling or delay shipping our products;

•  we would be forced to commit management resources in defense of the claim;

•  we may incur substantial litigation costs in defense of the claim;

•  we may have to expend significant development resources to redesign our products; and

•  we may be required to enter into royalty and licensing agreements with such third party under unfavorable terms.

      We may also be required to indemnify customers, distributors, original equipment manufacturers and other resellers for third-party products incorporated in our products if such third party’s products infringe upon the intellectual property rights of others. Although many of these third parties who are commercial vendors will be obligated to indemnify us if their products infringe the intellectual property rights of others, the indemnification may not be adequate.

      In addition, from time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products.

      We use selected open source software in our products and may use more open source software in the future. As a result, we could be subject to suits by parties challenging ownership of what we believe to be

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our proprietary software. We may also be subject to claims that we have failed to comply with all the requirements of the open source licenses. Open source licenses are more likely than commercial licenses to contain vague, ambiguous, or legally untested provisions, which increase the risks of such litigation. In addition, third parties may assert that the open source software itself infringes upon the intellectual property of others. Because open source providers seldom provide warranties or indemnification to us, in such event we may not have an adequate remedy against the open source provider.

      Any of this litigation could be costly for us to defend, have a negative effect on our results of operations and financial condition or require us to devote additional research and development resources to redesign our products or obtain licenses from third parties.

Our loss of rights to use software licensed from third parties could harm our business.

      We license software from third parties and sublicense this software to our customers. In addition, we license software from third parties and incorporate it into our products. In the future, we may be forced to obtain additional third party software licenses to enhance our product offerings and compete more effectively. By utilizing third party software in our business, we incur risks that are not associated with developing software internally. For example, third party licensors may discontinue or modify their operations, terminate their relationships with us, or generally become unable to fulfill their obligations to us. If any of these circumstances were to occur, we might be forced to seek alternative technology of inferior quality, which has lower performance standards or which might not be available on commercially reasonable terms. If we are unable to maintain our existing licenses or obtain alternate third party software licenses on commercially reasonably terms, our revenues could be reduced, our costs could increase and our business could suffer.

We depend on strategic relationships and business alliances for continued growth of our business.

      Our development, marketing and distribution strategies depend on our success to create and maintain long-term strategic relationships with major vendors, many of whom are substantially larger than us. These business relationships often consist of joint marketing programs or partnerships with original equipment manufacturers or value added resellers. Although certain aspects of these relationships are contractual in nature, many important aspects of these relationships depend on the continued cooperation of each party. Divergence in strategy, change in focus, competitive product offerings or contract defaults by any of these companies might interfere with our ability to develop, market, sell or support our products, which in turn could harm our business.

      No customer accounted for 10% or more of our total revenues in the three months ended March 31, 2005 or in any quarter in 2004. Although no single reseller currently accounts for more than 10% of our total revenues, if one or more of our large resellers were to terminate their co-marketing agreements with us it could have an adverse effect on our business, financial condition and results of operations. In addition, our business, financial condition and results of operations could be adversely affected if major distributors were to materially reduce their purchases from us.

      Our distributors and other resellers generally carry and sell product lines that are competitive with ours. Because distributors and other resellers generally are not required to make a specified level of purchases from us, we cannot be sure that they will prioritize selling our products. We rely on our distributors and other resellers to sell our products, report the results of these sales to us and to provide services to certain of the end user customers of our products. If the distributors and other resellers do not sell our products, report sales accurately and in a timely manner and adequately service those end user customers, our revenues and the adoption rates of our products could be harmed.

Our executive officers and key employees are crucial to our business, and we may not be able to recruit, integrate and retain the personnel we need to succeed.

      Our success depends upon a number of key management, sales, technical and other critical personnel, including our co-founder, Bernard Liautaud, who is our chairman of the board of directors and chief

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executive officer, the loss of whom could adversely affect our business. The loss of the services of any key personnel or the inability to attract, integrate and retain highly skilled technical, management, sales and marketing personnel could result in significant disruption to our operations, including affecting the timeliness of new product introductions, hindrance of product development and sales efforts, degradation of customer service, as well as the successful completion of company initiatives and the results of our operations. For example, John Olsen, our chief operating officer, left the company in the third quarter of 2004 and we have not yet found a qualified replacement for him. Competition for such personnel in the computer software industry is intense, and we may be unable to attract, integrate and retain such personnel successfully.

We have multinational operations that are subject to risks inherent in international operations.

      We have significant operations outside of France and the United States including development facilities, sales personnel and customer support operations. For example, as of March 31, 2005 we relied on approximately 370 software developers in India through a contract development agreement. Our international operations are subject to certain inherent risks including:

•  technical difficulties and costs associated with product localization;

•  challenges associated with coordinating product development efforts among geographically dispersed development centers;

•  potential loss of proprietary information due to piracy, misappropriation, or laws that may be less protective of our intellectual property rights;

•  lack of experience in certain geographic markets;

•  longer payment cycles for sales in certain foreign countries;

•  seasonal reductions in business activity in the summer months in Europe and certain other countries;

•  the significant presence of some of our competitors in some international markets;

•  potentially adverse tax consequences;

•  import and export restrictions and tariffs;

•  foreign laws and other government controls, such as trade and employment restrictions;

•  management, staffing, legal and other costs of operating an enterprise spread over various countries;

•  political instability in the countries where we are doing business; and

•  fears concerning travel or health risks that may adversely affect our ability to sell our products and services in any country in which the business sales culture encourages face-to-face interactions.

      These factors could have an adverse effect on our business, results of operations and financial condition.

The requirement to expense stock options in our income statement could have a significant adverse effect on our reported results, and we do not know how the market will react to any such reduced earnings.

      In December 2004, the final statement FAS 123R, Share-Based Payment, was issued. This final standard replaces the existing requirements and requires that all forms of share-based payments to employees, including employee stock options and employee stock purchase plans, be treated the same as other forms of compensation by recognizing the related cost in the statements of income. FAS 123R requires that such transactions be accounted for using a fair-value based method. On April 15, 2005, the SEC issued a final rule delaying the implementation of FAS 123R. FAS 123R is now effective for annual periods beginning after June 15, 2005, and for interim periods in the annual periods thereafter. In accordance with International Financial Reporting Standard, IFRS 2, “Share-Based Payment”, we are

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required for our French consolidated and statutory financial reporting requirements to report the expense associated with stock-based compensation in our statements of income commencing on January 1, 2005.

      We continue to investigate the impact that the adoption of FAS 123R will have on our results of operations and financial position. In addition, our effective tax rate will be adversely affected by the adoption of the final standard to the extent to which we are unable to record a tax benefit on the stock-based compensation expense. While most forms of stock-based compensation are non-cash charges and the expensing of stock-based awards will impact all companies who have stock-based compensation plans, we cannot predict how investors will view this additional expense or our management of this expense via our compensation policy related to stock-based awards and, as such, our stock price may decline. In addition, the impact could have a significant adverse effect on our results of operations.

Fluctuations in exchange rates between the euro, the U.S. dollar and the Canadian dollar, as well as other currencies in which we do business, may adversely affect our operating results.

      We may experience substantial foreign exchange gains or losses due to the volatility of other currencies compared to the U.S. dollar. We incur Canadian dollar expenses that are substantially larger than our Canadian dollar revenues, and we generate a substantial portion of our revenues and expenses in currencies other than the U.S. dollar. We may experience foreign exchange gains and losses on a combination of events, including revaluation of foreign denominated amounts to the local currencies, forward exchange and option contract gains or losses settled during and outstanding at period end and other transactions involving the purchase of currencies.

      While we believe we have implemented certain strategies to mitigate risks related to the impact of fluctuations in exchange rates, we cannot ensure that we will not recognize gains or losses from other transactions, as this is part of transacting business in an international environment. Not every exposure is or can be hedged, and, where hedges are put in place based on expected foreign exchange exposure, they are based on forecasts which will vary or which may later prove to have been inaccurate. Failure to hedge successfully or anticipate currency risks properly could adversely affect our operating results. We cannot predict future currency exchange rate changes.

Our effective tax rate may increase or fluctuate, which could increase our income tax expense and reduce our net income.

      Our effective tax rate could be adversely affected by several factors, many of which are outside of our control. Our effective tax rate may be affected by the proportion of our revenues and income before taxes in the various domestic and international jurisdictions in which we operate. Our revenues and operating results are difficult to predict and may fluctuate substantially from quarter to quarter. We are also subject to changing tax laws, regulations and interpretations in multiple jurisdictions in which we operate, as well as the requirements of certain tax and other accounting body rulings. Since we must estimate our annual effective tax rate each quarter based on a combination of actual results and forecasted results of subsequent quarters, any significant change in our actual quarterly or forecasted annual results may adversely impact the computation of the estimated effective tax rate for the year. Our estimated annual effective tax rate may increase or fluctuate for a variety of reasons, including:

•  changes in forecasted annual operating income;

•  changes in relative proportions of revenues and income before taxes in the various jurisdictions in which we operate;

•  changes to the valuation allowance on net deferred tax assets;

•  changes to actual or forecasted permanent differences between book and tax reporting, including the tax effects of purchase accounting for acquisitions and non-recurring charges which may cause fluctuations between reporting periods;

•  impacts from any future tax settlements with state, federal or foreign tax authorities;

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•  impacts from changes in tax laws, regulations and interpretations in the jurisdictions in which we operate, as well as the requirements of certain tax rulings; or

•  impacts from new FASB or IFRS requirements.

      Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period.

We are subject to frequent tax audits, which may ultimately result in our owing additional taxes.

      As a matter of course, we are regularly audited by various taxing authorities, and sometimes these audits result in proposed assessments where the ultimate resolution may result in our owing additional taxes. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment. Despite our belief that our tax return positions are appropriate and supportable under local tax law, we believe certain positions may be challenged and that we may not succeed in realizing the anticipated tax benefit. We establish specific reserves, when it is our belief that we may not be likely to succeed in realizing a tax benefit. We also evaluate these reserves each quarter and adjust the reserves and the related interest in light of changing facts and circumstances regarding the probability of realizing tax benefits, such as the progress of a tax audit or the expiration of a statute of limitations. Although we believe our estimates are reasonable, that our tax positions comply with applicable tax law, and that we have adequately provided for any known tax contingencies, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results for either the period of our original estimate or for the period in which the determination of an unfavorable outcome is made.

      In addition, as a result of tax audits, we may become aware of required adjustments to previous tax provisions set up in connection with the acquisition of businesses. These balances are generally recorded as part of goodwill as part of the price purchase allocation and are adjusted in future periods to goodwill instead of charges against the current statements of income. This treatment does not preclude the payment of additional taxes due, if assessed. For example, during April 2005, we received a notice of proposed adjustment from the Internal Revenue Service for the 2001 and 2002 fiscal year tax returns of Crystal Decisions. Income taxes related to the issues under audit were fully reserved as part of the original purchase price allocation, and are included in the income taxes payable balance on the condensed consolidated balance sheets at March 31, 2005 and December 31, 2004. We intend to defend our position vigorously. If we prevail, we will reverse the tax reserves and record a credit to goodwill. If we are not successful in defending our position, we expect the proposed adjustment will have a negative impact on our cash and cash equivalents balance as the result of the payment of income taxes, but no material impact on our net income.

Business disruptions could seriously harm our operations and financial condition and increase our costs and expenses.

      A number of factors, including natural disasters, computer viruses or failure to successfully upgrade and improve operational systems to meet evolving business conditions, could disrupt our business, which could seriously harm our revenues or financial condition and increase our costs and expenses. For example, some of our offices are located in potential earthquake or flood zones that could subject these offices, product development facilities and associated computer systems to disruption.

      We currently have proprietary applications running key pieces of our manufacturing systems. These technologies were developed internally and we have only a small number of people that know and understand them. Should we lose those individuals before these systems can be replaced with non-proprietary solutions, we may experience business disruption resulting from an inability to manufacture and ship product.

      In addition, experienced computer programmers and hackers may be able to penetrate our network security and misappropriate our confidential information or temporarily disrupt our operations. As a result,

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we could incur significant expenses in addressing problems created by security breaches of our own network. The costs to eliminate computer viruses and alleviate other security problems could be significant. The efforts to address these problems could result in interruptions, delays or cessation of our operations. We work continually to upgrade and enhance our computer systems and anticipate implementing several system upgrades during the coming years. For example, we expect to implement new worldwide case and order management systems in the third quarter of 2005. Delay of the projects or the launch of a faulty application could have a material impact on our customer service levels. Failure to smoothly migrate existing systems to newer systems could cause business disruptions.

      Even short-term disruptions from any of the above mentioned causes or other causes could result in revenue disruptions, delayed product deliveries or customer service disruptions, which could result in decreases in revenues or increases in costs of operations.

An SEC inquiry has required, and may continue to require, management time and legal expense.

      On August 3, 2004, we received a letter from the Staff of the SEC, commonly referred to as a “Wells letter”, notifying us that it intends to recommend that an action be brought against us for violations of periodic reporting provisions of the securities laws including, Section 13(a) of the Securities Exchange Act of 1934 and Exchange Act Rules 12b-20, 13a-1, 13a-13, and 13b2-1. The Staff has indicated to us that it does not intend to pursue an action based on the anti-fraud provisions of the securities laws, nor does the Staff intend to recommend an action be brought against any of our officers or directors. We previously disclosed the existence of an informal SEC inquiry concerning our backlog practices and we believe the proposed action relates to our disclosure practices concerning our backlog of unshipped orders. We responded to this notice and intend vigorously to defend the action. While we believe our practices are proper and in accordance with U.S. GAAP and the securities laws, we can give no assurance as to the outcome of this inquiry. An unfavorable outcome in, or resolution of, this matter may result in damage to our reputation among our customers and investors.

We have been named as a party to several class action lawsuits and shareholder derivative actions which could result in significant management time and attention, result in significant legal expenses and have a material adverse effect on our business, financial condition, results of operations and cash flows.

      Between June 2 and July 1, 2004, four purported class action complaints were filed in the United States District Courts for the Northern District of California, the Southern District of California, and the Southern District of New York against us and certain of our current and former officers and directors. These actions commenced in the courts for the Southern District of California and the Southern District of New York were transferred to the Northern District of California. All four actions were consolidated into one action in the Northern District of California and a consolidated amended complaint, or CAC, was filed in January 2005 seeking unspecified damages. The CAC alleged violations of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The plaintiffs seek to represent a putative class of investors in our American depositary receipts, or ADRs, who purchased the ADRs between April 23, 2003 and May 5, 2004. The complaint alleged that between April 23, 2003 and May 5, 2004, we and the individual defendants made false or misleading statements in press releases and SEC filings regarding, among other things, our acquisition of Crystal Decisions, our Enterprise 6 product and our forecasts and financial results for the three months ended March 31, 2004. The actions are in the early stages and, in February 2005, we and other defendants moved to dismiss the CAC. The hearing on that motion was July 26, 2005. We intend vigorously to contest these actions. We are unable to predict the outcome of these actions, however, were an unfavorable outcome to arise, such outcome could have a material adverse effect on our results of operations, liquidity or financial position.

      We believe that the allegations of the CAC are without merit. Defending any such litigation is costly and may divert management’s attention from the day to day operations of our business, which could adversely affect our business, results of operations and cash flows. An adverse resolution of these actions could have a material adverse effect on our liquidity, financial position or results of operations in the

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quarter in which any such adverse resolution were to occur and may result in damage to our reputation among our customers and investors.

Risks Related to Ownership of Our Ordinary Shares or ADSs

New SAC and certain of its affiliates own a substantial percentage of our shares and their interests could conflict with those of our other shareholders.

      New SAC and certain of its affiliates own a significant percentage of our company as a result of our acquisition of Crystal Decisions. As of May 31, 2005, New SAC and certain of its affiliates owned approximately 16.5% of our issued ordinary shares. The interests of these shareholders could conflict with those of our other shareholders. As a result of their ownership position, New SAC and these other parties collectively are able to significantly influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control of our company.

Additional sales of our shares by New SAC and certain of its affiliates, our employees or issuances by us in connection with future acquisitions could adversely affect the market price of our shares.

      If New SAC or, after any distribution by New SAC to its shareholders of our shares, certain of its affiliates sell a substantial number of our shares in the future, the market price of our shares could decline. The perception among investors that these sales may occur could produce the same effect. New SAC and certain of its affiliates have rights, subject to specified conditions, to require us to file registration statements covering shares or to include shares in registration statements we may file. In addition, New SAC can unilaterally distribute its shares in us to its shareholders. By exercising its registration rights or distribution rights and selling a large number of shares, New SAC or any of its affiliates could cause the price of our shares to decline. In June 2005, we filed a registration statement on Form S-3 with the SEC for the purpose of enabling New SAC to sell up to 15.9 million of our ordinary shares or ADSs from time to time. Furthermore, if we were to include shares in a registration statement initiated by us, those additional shares could impair our ability to raise needed capital by depressing the price at which we could sell our shares. Any sale by New SAC of a large number of the shares pursuant to any such registration statement or to an exemption from the registration requirements of the Securities Act, such as through Rule 144, may cause the price of our shares to decline.

Provisions of our articles of association and French law could have anti-takeover effects and could deprive shareholders who do not comply with such provisions of some or all of their voting rights.

      Provisions of our articles of association and French law may impede the accumulation of our shares by third parties seeking to gain a measure of control over our company. For example, French law provides that any individual or entity (including a holder of ADSs), acting alone or in concert with others, that becomes the owner or ceases to be the owner, of more than 5%, 10%, 20%, 33¹/3%, 50% or 66²/3% of the share capital or voting rights of our company is required to notify us and the AMF within five trading days of crossing any of the applicable percentage thresholds, of the number of shares and voting rights held by it. The AMF makes the notice public. Additionally, pursuant to French law, any person acquiring more than 10% or 20% of the share capital or voting rights of our company must notify us and the AMF within 10 trading days of crossing any of these thresholds, and file a statement of their intentions relating to future acquisitions or participation in the management of our company for the following 12 month period, including whether or not this person is acting alone or in concert and whether or not they intend to continue their purchases to acquire control of our company or to seek nominations to our board of directors. This person may amend their stated intentions, provided that they do so on the basis of significant changes in their own situation or stockholding. Upon any changes of stated intentions, they must file a new statement. The AMF makes these statements public. Any shareholder who fails to comply with these requirements shall have voting rights for all shares in excess of the relevant threshold suspended for two years following the completion of the required notification. Moreover this shareholder may have all or part of its voting rights within our company suspended for up to five years by the relevant commercial

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court at the request of our chairman, any of our shareholders or the AMF. In addition, such shareholders may be subject to a fine of €18,000 for violation of the share ownership notification requirement and up to a maximum of €1,500,000 for violation of the notification requirement regarding the statement of intentions.

      Our articles of association provide that any individual or entity (including a holder of ADSs) acting alone or in concert who acquires a number of shares equal to or greater than 2% or a multiple thereof, of our share capital or voting rights, shall within five trading days of crossing such holding threshold inform us of the total number of shares or voting rights that such person holds by a registered letter with a proof of delivery slip addressed to our headquarters or by an equivalent means in accordance with applicable foreign law. When the threshold is crossed as a result of a purchase or sale on the stock market, the period of five trading days allowed for disclosure begins to run on the trading date of the securities and not the delivery date. This notification obligation also applies, as set forth above, whenever a new threshold of 2% is reached or has been crossed (whether an increase or decrease), for whatever reason, up to and including a threshold of 50%. In determining the threshold referred to above, both shares and/or voting rights held indirectly and shares and/or voting rights associated with shares and/or voting rights owned as defined by the French Commercial Code will be taken into account.

      Furthermore, our articles of association provide that should this notification obligation not be complied with and should one or more shareholders who holds at least 2% of the share capital or voting rights so request, shares in excess of the fraction which should have been declared are deprived of voting rights at any subsequent shareholders’ meeting convened until two years following the date of making the required notification. Any request of the shareholders shall be recorded in the minutes and will involve the legal penalty referred to above.

      Under the terms of the deposit agreement relating to our ADSs, if a holder of ADSs fails to instruct the depositary in a timely and valid manner how to vote such holder’s ADSs with respect to a particular matter, the depositary will deem that such holder has given a proxy to the chairman of the meeting to vote in favor of each proposal recommended by our board of directors and against each proposal opposed by our board of directors and will vote the ordinary shares underlying the ADSs accordingly. This provision of the depositary agreement could deter or delay hostile takeovers, proxy contests and changes in control or management of our company.

Holders of our shares have limited rights to call shareholders’ meetings or submit shareholder proposals, which could adversely affect their ability to participate in governance of our company.

      In general, our board of directors may call a meeting of our shareholders. A shareholders’ meeting may also be called by a liquidator or a court appointed agent, in limited circumstances, such as at the request of the holders of 5% or more of our share capital or duly qualified associations who have their shares in registered form for at least two years and who together hold a specified percentage of our voting rights. In addition, only shareholders or groups of shareholders holding a defined percentage of our share capital may submit proposed resolutions for meetings of shareholders. The minimum number of shares required depends on the amount of the share capital of our company and is equal to 2,202,077 ordinary shares based on our share capital as of May 31, 2005. Similarly, a duly qualified association, registered with the AMF and us, of shareholders who have held their ordinary shares in registered form for at least two years and together hold at least a defined percentage of our voting rights, equivalent to 1,801,901 ordinary shares based on our company’s voting rights as of May 31, 2005, may submit proposed resolutions for meetings of shareholders. As a result, the ability of our shareholders to participate in and influence the governance of our company will be limited.

Interests of our shareholders will be diluted if they are not able to exercise preferential subscription rights for our shares.

      Under French law, shareholders have preferential subscription rights (droits préférentiels de souscription) to subscribe for cash for issuances of new shares or other securities with preferential

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subscription rights, directly or indirectly, to acquire additional shares on a pro rata basis. Shareholders may waive their rights specifically in respect of any offering, either individually or collectively, at an extraordinary general meeting. Preferential subscription rights, if not previously waived, are transferable during the subscription period relating to a particular offering of shares and may be listed on Eurolist by Euronext. Holders of our ADSs may not be able to exercise preferential subscription rights for these shares unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements is available.

      If these preferential subscription rights cannot be exercised by holders of ADSs, we will make arrangements to have the preferential subscription rights sold and the net proceeds of the sale paid to such holders. If such rights cannot be sold for any reason, we may allow such rights to lapse. In either case, the interest of holders of ADSs in our company will be diluted, and, if the rights lapse, such holders will not realize any value from the granting of preferential subscription rights.

It may be difficult for holders of our ADSs rather than our ordinary shares to exercise some of their rights as shareholders.

      It may be more difficult for holders of our ADSs to exercise their rights as shareholders than it would be if they directly held our ordinary shares. For example, if we offer new ordinary shares and a holder of our ADSs has the right to subscribe for a portion of them, the Bank of New York, as the depositary, is allowed, in its own discretion, to sell for such ADS holder’s benefit that right to subscribe for new ordinary shares of our company instead of making it available to such holder. Also, to exercise their voting rights, holders of our ADSs must instruct the depositary how to vote their shares. Because of this extra procedural step involving the depositary, the process for exercising voting rights will take longer for a holder of our ADSs than it would for holders of our ordinary shares.

Fluctuation in the value of the U.S. dollar relative to the euro may cause the price of our ordinary shares to deviate from the price of our ADSs.

      Our ADSs trade in U.S. dollars and our ordinary shares trade in euros. Fluctuations in the exchange rates between the U.S. dollar and the euro may result in temporary differences between the value of our ADSs and the value of our ordinary shares, which may result in heavy trading by investors seeking to exploit such temporary differences.

We have not distributed dividends to our shareholders and do not anticipate doing so in the near future.

      We currently intend to use all of our operating cash flow to finance our business for the foreseeable future. We have never distributed cash dividends to our shareholders, and we do not anticipate that we will distribute cash dividends in the near term. Although we may in the future distribute a portion of our earnings as dividends to shareholders, the determination of whether to declare dividends and, if so, the amount of such dividends will be based on facts and circumstances existing at the time of determination. We may not distribute dividends in the near future, or at all.

The market price of our shares will be susceptible to changes in our operating results and to stock market fluctuations.

      Our operating results may be below the expectations of public market analysts and investors’ and therefore, the market price of our shares may fall. In addition, the stock markets in the United States and France have experienced significant price and volume fluctuations in recent periods, which have particularly affected the market prices of many high technology companies and are often unrelated and disproportionate to the operating performance of these particular companies. These broad market fluctuations, as well as general economic, political and market conditions, may negatively affect the market price of our shares. The market fluctuations have affected our stock price in the past and could continue

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to affect our stock price in the future. The market price of our shares may be affected by the following factors:

•  quarterly variations in our results of operations;

•  announcements of technological innovations or new products by us, our customers or competitors;

•  announcements of our quarterly operating results and expected results of the future periods;

•  our failure to achieve the operating results anticipated by analysts or investors;

•  sales or the perception in the market of possible sales of a large number of our shares by our directors, officers, employees or principal stockholders;

•  announcements of our competitors or customers’ quarterly operating results, and expected results of future periods;

•  addition of significant new customers or loss of current customers;

•  international political, socioeconomic and financial instability, including instability associated with military action in Afghanistan and Iraq or other conflicts;

•  releases or reports by or changes in security and industry analysts’ recommendations;

•  developments or disputes concerning patents or proprietary rights or other events; and

•  any news that may undermine perceptions of future business prospects.

      The price of our ADSs on the Nasdaq National Market for the period of January 1, 2003 to May 31, 2005 ranged from a low of $15.44 to a high of $38.34.

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FORWARD-LOOKING STATEMENTS

      This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other factors include those listed under the caption “Risk Factors” in this prospectus and in the documents incorporated by reference in this prospectus. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined under “Risk Factors.” These factors may cause our actual results to differ materially from any forward-looking statement. Additional information about factors that could affect our future operating results is contained in our reports filed with the SEC, which are incorporated by reference into this prospectus.

      Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus to conform our prior statements to actual results.

USE OF PROCEEDS

      We will receive only the proceeds from the initial issuance of the shares reserved and subscribed by the Trust pursuant to this prospectus. The subscription of these shares will be funded by the participating subsidiaries. Thus, on a consolidated basis, this issuance will be the equivalent of a grant by us of restricted stock. We will not receive any proceeds from the award of the shares by the Trust to employees of our subsidiaries or the resale of the shares by those persons.

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SELLING SHAREHOLDERS

      The Trust will purchase the shares from us and issue the shares underlying the Sub-Plan awards, or Awards, covered by this prospectus. The Trust will subscribe for these shares from the Company using money contributed to the Trust by the Company’s subsidiaries. The boards of directors of the subsidiaries (or their respective responsible committees) will then direct the trustee of the Trust to issue Awards to subsidiary employees.

      The following table sets forth information as of May 31, 2005 about the shares beneficially owned by the Trust that may be offered using this prospectus.

      The Trust may offer all or some portion of the shares from time to time. Accordingly, no estimate can be given as to the amount or percentage of shares that will be held by the Trust upon termination of any particular offering. See “Plan of Distribution.”

Before Offering

After Offering

Number of

Percentage of

Number of

Number of

Percentage of

Shares

Ordinary

Shares

Shares

Ordinary

Beneficially

Shares

Registered

Beneficially

Shares

Name of Selling (or Granting) Shareholder

Owned

Outstanding(1)

for Resale

Owned

Outstanding(1)

Business Objects Employee Benefits Sub-Plan Trust

2,500,000

2.7

%

2,500,000

0

0

%

(1)  Percentage of ownership is calculated based on Rule 13d-3 of the Exchange Act, using 90,095,014 Ordinary Shares outstanding as of May 31, 2005.

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PLAN OF DISTRIBUTION

      The proposed issuance of Ordinary Shares to the Trust is intended to provide our non-French subsidiaries, which we call eligible subsidiaries, with the ability to grant restricted shares and performance shares from the Trust to their employees pursuant to the Sub-Plan.

      Given the impending changes in the financial accounting implications of equity compensation arrangements, many companies are amending their stock option plans in order to provide greater flexibility. These companies are amending their plans or adopting new plans to permit the granting of full value awards such as restricted stock and performance shares to their employees in the United States and elsewhere. We want to enhance our flexibility by providing our eligible subsidiaries with the ability to grant restricted stock and performance shares to their employees. Implementation of the Sub-Plan is an essential element of a competitive compensation package. Similar plans are or will be offered by most public companies with which we compete for employees. In providing for a wider range of awards, the eligible subsidiaries will have greater flexibility in dealing with the changing accounting landscape.

      The shares underlying the Awards will be issued by the Trust after the Trust purchases the shares from us. The Trust will subscribe for our Ordinary Shares using money contributed to the Trust by our eligible subsidiaries. The Ordinary Shares will then be converted into ADSs. The Sub-Plan Administrator (i.e., the boards of directors of the eligible subsidiaries or a designated committee), will then direct the trustee of the Trust to issue Awards to employees of eligible subsidiaries. After satisfying any relevant vesting conditions, the shares underlying the Awards will then be distributed by the Trust to the employees of eligible subsidiaries and their Award agreement.

      The Sub-Plan only permits our subsidiaries that are not incorporated in France to make awards to their employees. The Sub-Plan is designed to assist the eligible subsidiaries in attracting, retaining and motivating the best available personnel for the successful conduct and growth of our business.

      The eligible subsidiaries have consistently included equity incentives as a significant component of compensation for a broad range of their employees. The eligible subsidiaries’ operations subject them to particularly intense competition in the labor market from both private and public companies. Equity incentives are offered by most companies with which we compete for employees, and we believe it is essential to provide stock-based incentives to both new and existing employees of eligible subsidiaries.

      Pursuant to the authorization given by the general shareholders’ meeting of June 10, 2004, the share issuance price of the new Ordinary Shares to the Trust shall be determined by our board of directors with the right to delegate to the chairman of the board and shall be equal to at least 85% of the closing price in euros per Ordinary Share on Eurolist by Euronext on the last trading day preceding the approval of the or the chairman to issue the new Ordinary Shares, at such price as published by Euronext or such other source determined by the board of directors in its business judgement.

      The Sub-Plan is administered by the board of directors of the eligible subsidiaries, or a designated committee thereof, which we refer collectively as the Subsidiary Administrator, who direct the trustee with respect to:

•  selecting the employees of the eligible subsidiaries to whom Awards shall be granted;

•  determining whether and to what extent Awards are granted;

•  determining the number of shares to be covered by each Award;

•  approving forms of Award agreements for use under the Sub-Plan;

•  determining the terms and conditions, including vesting, of Awards. These terms and conditions may provide for the distribution of Awards at a specific time after vesting;

•  construing and interpreting the terms of the Sub-Plan and Awards granted thereunder;

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•  prescribing, amending and rescinding rules and regulations relating to the Sub-Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under applicable tax laws;

•  modifying or amending each Award; and

•  making all other determinations deemed necessary or advisable for administering the Sub-Plan.

      Restricted stock may be granted to eligible subsidiary employees as determined by the Subsidiary Administrator and communicated to the trustee. The Subsidiary Administrator shall have complete discretion to determine:

•  the number of shares subject to an Award granted to any eligible subsidiary employee; and

•  the conditions that must be satisfied for vesting or grant. These conditions will typically be based on the employee continuing to provide his or her services to an eligible subsidiary, but may include a performance-based component.

      Restricted stock shall be granted by the trustee in the form of units to acquire shares from the Trust. Each restricted stock award shall be evidenced by an agreement specifying such other terms and conditions as are determined by the Subsidiary Administrator.

      Performance shares are Awards that are only issued to the employees of eligible subsidiaries if certain conditions are satisfied. Typically, these conditions will be based upon achieving performance milestones. However, they may include a service-based component. Each performance share grant shall be evidenced by an agreement specifying such other terms and conditions as are determined by the Subsidiary Administrator.

      Performance shares shall be granted by the trustee in the form of units to acquire shares from the Trust. Each Award of performance shares shall be evidenced by an agreement specifying the purchase price (if any) and such other terms as determined by the Subsidiary Administrator.

      Any dividends or tax credits applicable to shares underlying Awards that are held in the Trust shall be distributed or forfeited at the same time as the underlying shares, according to their vesting or distribution schedule.

      In the event of a capital transaction impacting our capital structure, appropriate adjustments shall be made in the number of shares and the price (if any) subject to the Awards. We shall issue to the Trust the number of shares required to carry out such adjustments within the limits defined by our shareholders’ authorizations.

      In the event that we are acquired in any merger, consolidation, acquisition of assets or like occurrence, each outstanding Award granted under the Sub-Plan shall be assumed or an equivalent right substituted by a successor corporation (or trust thereof). If such awards granted under the Sub-Plan are not assumed, they become fully vested prior to the closing of such merger or consolidation.

      The Subsidiary Administrator may amend, suspend or terminate the Sub-Plan at any time; provided, however, that shareholder approval is required for any amendment to the extent necessary and desirable to comply with applicable laws and regulations.

      The Sub-Plan, unless terminated earlier, will terminate at the same time as the 2001 Plan, currently scheduled to terminate on February 11, 2007.

      The Sub-Plan is a non-employee stock ownership equity incentive plan and is therefore not subject to the Employee Retirement Income Security Act of 1974, as amended. The Trust established shall be irrevocable and is intended to be a grantor trust of which the eligible subsidiaries are the grantor.

      An award granted under the Sub-Plan may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.

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      If an Award expires without having been fully vested, the unvested shares will either be returned to the available pool of shares reserved for delivery under the Sub-Plan or, at the direction of the Sub-Plan Administrator, shall be sold by the Trust on a stock exchange with the proceeds paid to the applicable subsidiary.

      Unless the Subsidiary Administrator provides otherwise or as otherwise required by applicable laws, Awards shall cease vesting commencing on the ninety-first day of any unpaid leave of absence and shall only recommence upon return to active service.

French Selling Restrictions

      This prospectus is not to be distributed in the context of a public offering in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code monétaire et financier), and this prospectus has not been and will not be submitted to the AMF for approval in France.

      This prospectus is not to be further distributed or reproduced (in whole or in part) in France by the recipients of this prospectus and the prospectus has been distributed with the understanding that such recipients of this prospectus will only participate in the issue or sale of the ADSs or Ordinary Shares for their own account and undertake not to transfer, directly or indirectly, the ADSs or Ordinary Shares to the public in France, other than in compliance with Articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code.

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DESCRIPTION OF OUR SHARE CAPITAL

      The following describes our share capital pursuant to our articles of association and applicable French law. Complete copies of our articles of association are filed as exhibits to our public filings.

Composition of Our Share Capital

      We have only one class of share capital. As of May 31, 2005, this class consisted of 96,457,667 Ordinary Shares, nominal value €0.10 per share, including 3,067,675 shares held in treasury. The shares are fully paid.

      A holder of our Ordinary Shares may obtain our ADSs if the holder desires to trade the shares on The Nasdaq National Market. In order to obtain our ADSs, a holder of our Ordinary Shares is required to deposit his or her shares with our custodian, BNP Paribas, or, our depositary, The Bank of New York. Upon deposit of the Ordinary Shares, the depositary will issue the corresponding number of ADSs. The shareholder is also required to pay a per share fee to the depositary, as well as any applicable taxes and governmental charges. Holders of our ADSs may also obtain our Ordinary Shares by surrendering their ADSs, along with the payment of applicable fees, taxes and governmental charges to the depositary. Under French law, no fractional shares may be issued.

Changes in Our Share Capital

      Except as set forth below, our share capital may be increased only with the approval of our shareholders at an extraordinary general meeting, following a recommendation by our board of directors, as well as by shareholders holding, either alone or together with other shareholders, a defined percentage of our share capital or by certain duly qualified associations of shareholders who have held their shares in registered form for at least two years and who together hold a specified percentage of our voting rights, or by our workers committee in compliance and within the limits of French law. Increases in our share capital may be effected either by the issuance of additional shares, including the creation of a new class of shares, or by an increase in the nominal value of existing shares. Additional shares (common or preferred) may be issued as follows:

•  for cash;

•  in satisfaction of indebtedness incurred by us;

•  for assets contributed in kind;

•  upon the conversion, exchange or redemption of debt securities previously issued by us;

•  upon the exercise of any such rights attached to other securities giving rights to common or preferred shares, including warrants or stock options; or

•  by capitalization of profits, reserves and premiums in our share capital.

      Since the approval of ordinance No. 2004-604 of June 24, 2004, the shareholders, at an extraordinary general meeting, may delegate the authority, subject to certain conditions, or the powers to carry out certain increases in our share capital to the board of directors. The board of directors may further delegate this right to the Chairman and Chief Executive Officer and, with his or her agreement, to one or several Deputy Chief Executive Officers Each time our shareholders vote for a capital increase in cash or delegate to our board of directors the powers or authority to implement a capital increase (except if this capital increase results from an earlier issue of securities giving access to share capital), our shareholders must decide whether or not to proceed with a capital increase reserved to our employees and employees of our subsidiaries.

      French law permits preferred shares to have different liquidation, voting and dividend rights. Our articles of association provide that share dividends may be distributed in lieu of payment of cash dividends.

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      Our share capital may be decreased only with the approval of our shareholders at an extraordinary general meeting. This may be accomplished either by decreasing the nominal value of the shares or by reducing the number of outstanding shares. The conditions under which our share capital may be reduced will vary depending on whether the reduction is attributable to losses incurred by us. Under French law, holders of each class of shares must be treated equally. If the reduction is not attributable to losses, each shareholder will be offered an opportunity to participate in the capital reduction. The number of outstanding shares may be reduced either by an exchange of shares or by a repurchase and cancellation of our shares by us. Further, if, as a consequence of losses, our net equity (capitaux propres) is reduced below one-half of our share capital, our board of directors must, within four months from the approval of the accounts showing this loss, convene an extraordinary general meeting of shareholders to decide whether we should be dissolved before our statutory term. If dissolution is not approved, the capital must, by no later than the end of the second fiscal year following the fiscal year during which the losses were acknowledged, and subject to the legal provisions concerning the minimum share capital of sociétés anonymes, be reduced by an amount at least equal to the losses which could not be charged on reserves, unless during that period the net assets have been restored up to an amount at least equal to one half of our share capital.

      Pursuant to a general meeting of our shareholders held on June 10, 2004, the shareholders authorized our board of directors to effect increases in our share capital by issuing new shares, bonds convertible, exchangeable or redeemable into our shares, or warrants to subscribe for our shares or other securities giving access to our share capital with or without preferential subscription rights. Pursuant to the same general meeting of our shareholders, our board of directors has been authorized to increase our share capital by incorporation of reserves, profits or premiums. At the discretion of our board of directors, these issuances may be subject to the preferential subscription rights of our shareholders, or, in the event new shares are offered to the public, without shareholder preferential subscription rights. The total aggregate amount of the nominal value of the Ordinary Shares issued or to be issued upon conversion, exchange or redemption of bonds or exercise of warrants or exercise of other securities or by incorporation of profits, premiums or reserves may not exceed €1,300,000, corresponding to 13,000,000 Ordinary Shares. The total aggregate amount of the nominal value of the bonds convertible, exchangeable or redeemable into shares that may be issued may not exceed €300,000,000.

      Pursuant to a general shareholders’ meeting held on June 14, 2005, our board of directors has been authorized to reduce our share capital by cancellation of treasury shares of up to 10% in any 24 month period. The authorization is valid for a maximum period of 18 months from June 14, 2005. This authorization replaces and voids the one previously approved by our shareholders on June 10, 2004.

Preferential Subscription Rights

      Unless previously waived, shareholders have preferential subscription rights to subscribe for additional shares issued by us for cash on a pro rata basis. Shareholders may waive these preferential subscription rights at an extraordinary general meeting under certain circumstances. Preferential subscription rights, if not previously waived, are transferable during the subscription period. These rights may also be listed on Eurolist by Euronext.

      A two-thirds majority of the shares entitled to vote at an extraordinary general meeting of shareholders may vote to waive preferential subscription rights with respect to any particular offering. French law requires that the board of directors and our independent auditors present reports that specifically address any proposal to waive preferential subscription rights. In the event of a waiver, the issue of securities must be completed with the period prescribed by French law. The shareholders may also decide at an extraordinary general meeting of shareholders to give the existing shareholders a non-transferable priority right (délal de priorité) to subscribe to the new securities, during a limited period of time. Shareholders may also notify us that they wish to waive their own preferential subscription rights with respect to any particular offering if they so choose.

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Attendance and Voting at Shareholders’ Meetings

      French law provides for two types of general meetings of shareholders, ordinary and extraordinary. Ordinary general meetings of shareholders are required for matters such as the following:

•  the election, replacement or removal of directors;

•  the allocation of fees to boards of directors;

•  the appointment of statutory auditors;

•  the approval of annual and consolidated financial accounts;

•  the declaration of dividends and authorization of dividends to be paid in shares;

•  the authorization to purchase our shares; and

•  in general, those matters not specifically reserved by French law to extraordinary general meetings.

      Extraordinary general meetings of shareholders are required for approval of matters such as the following:

•  amending articles of association;

•  amending shareholders’ rights;

•  increases in our share capital, including the possible waiver by shareholders of their preferential subscription rights;

•  decreases in our share capital;

•  the creation of a new class of equity securities (common or preferred shares);

•  the authorization to issue securities giving access to our share capital; and

•  the approval of mergers, acquisitions for stock, and the like.

      Shareholder approval at an extraordinary meeting is required for any and all mergers in which we are not the surviving entity or in which we are the surviving entity and we issue a portion of our share capital to the shareholders of the acquired entity.

      Special meeting of shareholders of a certain category of shares or of securities giving access to our share capital are required for any modification of the rights derived from such category of shares or for any modification of the terms for such securities giving access to our share capital. The resolutions of the shareholder’s general meeting affecting these rights are effective only after the approval by the relevant special meeting.

      At an ordinary general meeting of shareholders, a simple majority of the votes cast is required to pass a resolution. At an extraordinary general meeting of shareholders, a two-thirds majority of the votes cast is required. A simple majority of shareholders’ vote present is required to pass a resolution concerning a capital increase by incorporation of reserves, profits or premiums at an extraordinary general meeting. However, a unanimous vote is required to increase the liabilities of shareholders. Abstention by those present or represented by proxy is deemed a vote against the resolution submitted to a vote.

      The presence in person or by proxy or by any means of telecommunications in accordance with applicable laws and regulations of shareholders holding not less than 25%, in the case of an ordinary general meeting, or 33¹/3%, in the case of an extraordinary general meeting, of the shares entitled to vote is necessary for a quorum on first call. If a quorum is not present, then the meeting is postponed. There is no quorum requirement in the case of a reconvened ordinary general meeting; however, the presence in person or by proxy or by any means of telecommunications in accordance with applicable laws and regulations of shareholders holding not less than 25% of the shares entitled to vote is necessary for a quorum in the case of a reconvened extraordinary general meeting.

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      Our board of directors is required to convene an annual ordinary general meeting of shareholders, to be held within six months of the end of its fiscal year. However, the president of the commercial court (tribunal de commerce) may extend this six-month period. Other ordinary or extraordinary meetings may be convened at any time during the year. Meetings of shareholders may be convened by our board of directors or, if our board of directors fails to call a meeting, by our statutory auditors or by a court-appointed agent. The court may be requested to appoint an agent either by one or more shareholders holding not less than 5% of our share capital or by a duly authorized association of shareholders having held their shares in registered form for at least two years and holding at least a defined percentage of our voting rights or by any interested party in cases of emergency by the workers’ committee in emergency situations; by majority of the shareholders in share capital or voting rights after a public tender offer or the acquisition of a controlling block of shares.

      Shareholders’ meetings must be announced by a preliminary notice (avis de réunion) at least 30 days prior to the meeting date. The preliminary notice must set forth certain information, including the agenda for the meeting, a draft of the resolutions to be submitted to the shareholders, the procedures which holders of bearer shares must follow to attend the meeting and the procedure for voting by proxy or at a distance, including by electronic means. The preliminary notice must also be published in the Bulletin des Annonces Légales Obligatoires, or BALO, a French legal publication. The preliminary notice must be sent to the AMF.

      A final notice (avis de convocation) must be sent to the AMF, and to all holders of registered shares who have held their shares for more than one month, and published in a qualified newspaper and in the BALO, at least 15 days prior to the shareholders’ meeting upon first call, and at least six days prior to the shareholders’ meeting upon second call. This final notice must set forth the procedures for voting by holders of bearer shares, by proxy and at a distance, as well as the time, date, place and agenda of the meeting.

      Within 10 days of publication of the preliminary notice, shareholders or groups of shareholders holding a specified percentage of our share capital may submit proposed resolutions for meetings of shareholders. The minimum number of shares required depends on the amount of the share capital of our company and is equal to 2,202,077 Ordinary Shares based on our share capital as of May 31, 2005. Similarly, a duly qualified association, registered with the AMF and our company, of shareholders having held their shares in registered form for at least two years, and together holding at least a defined percentage of our voting rights, equivalent to 1,801,901 Ordinary Shares based on our voting rights as of May 31, 2005, may propose additional resolutions.

      In addition to being entitled to certain information regarding our company, any shareholder may, during the two-week period preceding a shareholders’ meeting, submit to our board of directors written questions relating to the agenda for the meeting. The board of directors is required to respond to these questions during the meeting.

      According to our articles of association, attendance and voting rights at ordinary and extraordinary general meetings of shareholders are subject to the following:

•  holders of registered Ordinary Shares must have the Ordinary Shares registered in their name at least one business Paris (France) day prior to the date of the shareholders’ meeting; and

•  holders of bearer Ordinary Shares must, at least one business Paris (France) day prior to the date of the shareholders’ meeting, evidence that the bearer Ordinary Shares are being held in a blocked account by producing a certificate issued by the financial intermediary holding the account. The holder must deposit this certificate at the place specified in the notice of the meeting.

      This requirement necessarily excludes holders of ADSs who have not properly registered their shares as Ordinary Shares. Shareholders who have properly registered their Ordinary Shares may participate in general meetings in person or by proxy or by mail or by any means of telecommunication in accordance with applicable laws and regulations, and may vote in proportion to the number of shares held. Each share

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carries the right to one vote except for shares held by entities controlled directly or indirectly by us that are not entitled to any voting rights under French law. Proxies may be granted by a shareholder as follows:

•  to his or her spouse;

•  to another shareholder or if the shareholder is not a French resident, to an intermediary registered under the condition set forth by French law;

•  to a legal representative, in the case of a corporation; or

•  automatically, by sending a proxy in blank to our company without designating any representative.

      In the case of a blank proxy, the chairman of the meeting of shareholders will vote the shares, with respect to which the blank proxy has been given, in favor of all resolutions proposed or approved by our board of directors and against all others.

      Our ADSs are voted by the depositary in accordance with the depositary agreement. Holders of ADSs receive notices of shareholder meetings and other reports and communications, in English, as are generally made available to the holders of our Ordinary Shares. Shareholders’ meeting notices are distributed to holders of ADSs in general at least 30 days prior to the meeting date. The holders of ADSs vote their shares by completing and submitting a voting instruction card to the depositary. If a voting instruction card is not returned to the depositary, or if the voting instruction card is returned but it is improperly completed, the depositary will vote the shares in favor of each proposal recommended or approved by our board of directors and against each other proposal. Alternatively, a holder may exchange his or her ADSs for Ordinary Shares at least one day before the shareholders’ meeting and vote the Ordinary Shares directly.

Dividend and Liquidation Rights

      Profits available for distribution to our shareholders as dividends are comprised of net profits in each fiscal year, after deduction for depreciation and provisions, as increased or reduced, as the case may be, by any profit or loss carried forward from prior years. Dividends may also be distributed from special reserves, subject to approval by our shareholders and as described more fully below.

      We are legally required under French law to establish and maintain a legal reserve as part of our share capital by making a minimum allocation of 5% of our net profits each year to a legal reserve fund and it may be necessary to maintain it at a level equal to 10% of the aggregate nominal value of our share capital, which may be increased or reduced from time to time. The legal reserve is distributable only upon the liquidation of our company. French law and our articles of association also provide that our distributable profits, after deduction of any amounts required to be allotted to the legal reserve, can be allocated to one or more special purpose reserves or distributed as dividends, as may be determined at an ordinary general meeting of shareholders.

      Dividends are paid if approved by the shareholders at an ordinary general meeting of shareholders at which the annual accounts are approved. Dividends are distributed to shareholders pro rata based on their respective holdings of shares. The dividend payment date is determined by the shareholders at the ordinary general meeting approving the declaration of the dividends, or by the board of directors in the absence of a determination by the shareholders. If authorized, payment of the dividends must occur within nine months of the end of our fiscal year unless otherwise authorized by court order. Under French law, dividends not claimed within five years of their payment date revert to the French State. Our articles of association authorize our shareholders, at an annual ordinary general meeting of shareholders, to grant each shareholder an option to receive all or part of any annual or interim dividends in cash or shares. A shareholder may not request that his or her dividends be paid partly in shares and partly in cash.

      If our net profits for the year in which dividends are paid are sufficient as reflected in an interim income statement certified by our auditors, our board of directors has the authority, subject to French law and regulations, to distribute interim dividends without prior approval of our shareholders. Interim dividends may not exceed our net income.

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      We have not paid any cash dividends on our Ordinary Shares since our inception. We currently anticipate that we will retain all future earnings for use in our business, and we do not anticipate paying any dividends in the foreseeable future.

      If we were liquidated, the assets remaining after payment of our debts, liquidation expenses and all of our remaining obligations would first be used to repay in full the nominal value of our Ordinary Shares, and the surplus, if any, would be distributed among the holders of Ordinary Shares in proportion to the nominal value of their shareholdings.

Repurchase of Ordinary Shares

      Under French law, a company may not subscribe for its own shares. However, pursuant to regulations of the European Union, French law and the AMF’s regulations, we may, either directly or indirectly through a financial services intermediary (pastataire de services d’investissement), purchase our own shares in an amount of up to 10% of our share capital in connection with a share repurchase program prospectus (note d’information), which must receive a visa from the AMF, either at the latest 15 days prior to any shareholders’ meeting called to authorize the purchase of shares or immediately after the board of directors implements the share repurchase program. We are required to report all trades made in our own shares to the AMF, which the AMF then makes public.

      Share repurchases in connection with a share repurchase program may be made only by companies whose shares are admitted for trading on a “regulated market.” Under French law, the term “regulated market” does not currently include The Nasdaq National Market but does include the Eurolist by Euronext on which our shares are listed. Further, purchases by us of our own shares may not result in us holding more than 10% of our own shares. If any repurchase were to result in our company holding more than 10% of our issued shares, we would be required to sell any shares in excess of the 10% threshold within one year. French law further requires that any shares in excess of the 10% limit, not sold within the one year period, be cancelled. Shares repurchased may be cancelled by an extraordinary general shareholders’ meeting, although no more than 10% of the share capital may be cancelled within any single 24-month period.

      Shares repurchased must be held in registered form and be fully paid. They are deemed to be outstanding under French law, but are not entitled to any dividend or voting rights. In addition, the preferential subscription rights attached to the repurchased shares may not be exercised by the company itself. Further, the shareholders, at an extraordinary general meeting, may decide not to take the repurchased shares into account in determining the preferential subscription rights attached to other shares. In the absence of such a decision, the rights attached to any shares held by us must either be sold on the market before the end of the subscription period or distributed to other shareholders on a pro rata basis.

      At the shareholders’ meeting held on June 14, 2005, our shareholders authorized the repurchase of our Ordinary Shares pursuant to our share repurchase program in accordance with French law. Under this authorization, our board of directors may repurchase and dispose of up to 10% of our shares at a maximum purchase price of €30, provided that the amount of funds dedicated to this share repurchase program may not exceed €250 million. According to our share repurchase program prospectus that received visa No. 05-401 from the AMF on May 17, 2005, the shares may be repurchased, upon a decision of the board of directors, in order to:

•  purchase and hold in treasury in order to later provide consideration in the context of an acquisition or an exchange of our shares, in the context of external growth, in compliance with applicable securities regulations and stock market rules;

•  fulfill obligations related to stock option programs or other allocations of shares to our employees or executive directors (mandataires sociaux) or of a related company;

•  deliver shares upon the exercise of the rights attached to securities giving right to our shares;

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•  manage the market making in the secondary market or the liquidity of our share price through a liquidity agreement compliant with an ethics charter approved by the AMF; or

•  cancel such repurchased shares, subject to the approval of a specific resolution by the extraordinary shareholders’ meeting.

      At the shareholders’ meeting held on June 14, 2005, our shareholders authorized a share capital decrease upon the cancellation of the shares repurchased under the share repurchase program, up to a limit of 10% of our share capital in one 24 month period.

      We are aware that U.S. and French securities laws impose certain restrictions on our ability to repurchase our own shares. We intend to fully comply with these laws in connection with any repurchases we may make.

Trading in our shares

      Pursuant to the regulations of the European Union and the AMF, we may not trade in our own shares for the purpose of manipulating the market. Pursuant to these regulations, there are certain requirements for trades by a company to be considered valid:

•  the issuer may not, when executing trades under a share repurchase program, purchase shares at a price higher than the highest price of the last independent trade or the highest current independent bid on the trading venue where the purchase is carried out;

•  when the issuer carries out the purchase of its own shares through derivative financial instruments, the exercise price of such derivative financial instruments shall not be above the higher of the price of the last independent trade or the highest current independent bid; and

•  the issuer may not purchase more than 25% of the average daily volume of the shares in any one day on the regulated market on which the purchase is carried out. The average daily volume figure is to be based on the average daily volume traded in the month preceding the month of public disclosure of the program and fixed on that basis for the authorized period of the program. Where the program makes no reference to that volume, the average daily volume figure must be based on the average daily volume traded in the 20 trading days preceding the date of purchase.

      In addition, in order to benefit from the exemption provided by the regulations of the European Union and the AMF, a company shall not, during its participation in a share repurchase program, engage in the following trading:

•  the sale of its own shares during the life of the program;

•  trading where the company becomes aware of information that, if disclosed, would have a significant impact on the market price of its securities; or

•  trading during a 15-day period before the date on which the company makes its consolidated, annual and intermediary accounts public.

      However, these requirements do not apply if:

•  the issuer has in place a time-schedule share repurchase program; or

•  the share purchase program is lead-managed by an investment firm or a credit institution which makes its trading decisions in relation to the issuer’s shares independently of, and without influence by, the issuer with regard to the timing of the purchases.

      Pursuant to the general regulation of the AMF and its instructions, we must publicly disclose any transactions carried out pursuant to an ongoing share repurchase program by way of a press release posted on the AMF’s website, no later than the seventh trading day following the date of execution of any such transactions.

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      In addition, as the case may be, we will disclose, at least once a month, specified information regarding transactions.

Cross Shareholdings and Holding of Our Shares by Our Subsidiaries

      French law prohibits a company from holding our shares if we hold more than 10% of that company’s share capital. Likewise, we may not own any interest in a French company holding more than 10% of our share capital. In the event of a cross shareholding violation, the company owning the smaller percentage of shares in the other company must sell its interest within one year. If the cross shareholding is equally important, each company will reduce its respective cross shareholdings so that each company’s shareholdings do not exceed 10% of the other company’s share capital within one year. Until sold, the shares are deprived of their voting rights. Failure by the officers and directors of a company to sell the shares is a criminal offense.

Requirements for Holdings Exceeding Certain Percentages

      French law provides that any individual or entity (including a holder of ADSs) acting alone or in concert that becomes the owner of more than 5%, 10%, 20%, 33¹/3%, 50% or 66²/3% of the outstanding shares or voting rights of a company listed on a regulated market, such as Eurolist by Euronext, or that increases or decreases its shareholding or voting rights above or below by any of the foregoing percentages, is required to notify the company within five trading days, of the number of shares and voting rights held by it together with the number of securities giving rights to the allotment of shares. The individual or entity must also notify the AMF within five trading days of crossing any of the foregoing percentages. The AMF makes the information available to the public. In addition, any individual or legal entity acquiring more than 10% or 20% of the outstanding shares or voting rights of our company must file a notice with us and the AMF within 10 trading days. The AMF makes such notice available to the public. This report must state whether the acquirer acts alone or in concert with others and must indicate the acquirer’s intention for the following 12-month period, including whether or not it intends to continue its purchases, to acquire control of our company or to seek nomination (for itself or for others) to our board of directors. The acquirer must also publish a press release stating its intentions in a financial newspaper of national circulation in France. The AMF makes the notice public. The acquirer may amend its stated intentions by filing a new report, provided that it does so on the basis of significant changes in its own situation or stockholdings.

      Any shareholder who fails to comply with these requirements will have the voting rights for all shares in excess of the relevant thresholds suspended until the second anniversary of the completion of the required notifications and may have all or part of such voting rights suspended for up to five years by the relevant commercial court at the request of our chairman, any of our shareholders or the AMF and may be subject to a €18,000 fine.

      Our articles of association provide that any individual or entity (including a holder of ADSs) acting alone or in concert who acquires a number of shares equal to or greater than 2% or a multiple thereof, of our share capital or voting rights, shall within five trading days of crossing such holding threshold inform us of the total number of shares or voting rights that such person holds by a registered letter with a proof of delivery slip addressed to our headquarters or by an equivalent means in accordance with applicable foreign law. When the threshold is crossed as a result of a purchase or sale on the stock market, the period of five trading days allowed for disclosure begins to run on the trading date of the securities and not the delivery date. This notification obligation also applies, as set forth above, whenever a new threshold of 2% is reached or has been crossed (whether an increase or decrease), for whatever reason, up to and including a threshold of 50%. In determining the threshold referred to above, both shares and/or voting rights held indirectly and shares and/or voting rights associated with shares and/or voting rights owned as defined by the French Commercial Code will be taken into account.

      Furthermore, our articles of association provide that should this notification obligation not be complied with and should one or more shareholders who holds at least 2% of the share capital or voting

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rights so request, shares in excess of the fraction which should have been declared are deprived of voting rights at any subsequent shareholders’ meeting convened until two years following the date of making the required notification. Any request of the shareholders shall be recorded in the minutes and will involve the legal penalty referred to above.

      Under the regulations of the AMF, and subject to limited exemptions granted by the AMF, any person or persons acting in concert who comes to own more than 33¹/3% of the share capital or voting rights of a listed company must initiate a public tender offer for the remainder of the share capital and voting rights of such company and for the balance of the securities giving access to the share capital of such company.

      The provisions described above may impede the accumulation of our shares by third parties seeking to gain a measure of control over our company and could have other anti-takeover effects.

Form and Holding of Ordinary Shares

      Form of Ordinary Shares. Our shares may be held in either registered or bearer form at the option of each shareholder, subject to applicable regulations regarding the form of the shares held by certain legal or natural persons.

      Shares of companies listed on Eurolist by Euronext are cleared and settled through Euroclear France S.A., a continuous net settlement system. These companies may use the procedure known as titres au porteur identifiable according to which Euroclear France S.A. may, upon request, disclose, among other things, the name, nationality, address, and number of shares held by each shareholder and as the case may be, the restrictions attached to these securities. This information may only be requested by the listed company itself and may not be disclosed to third parties. Our articles of association provide expressly for the possibility to use this procedure.

      Holding of Ordinary Shares. In accordance with French law, the ownership rights of shareholders are represented by book entries instead of share certificates. We maintain a share account with Euroclear France S.A. for all shares in registered form, which is administered by BNP Paribas. Shares are registered in the name of their respective owners in individual shareholder accounts maintained by or on behalf of our company through the accredited intermediary.

      Each shareholder’s account shows the name of the shareholder and the number of shares held. We will issue or cause to be issued confirmations (attestations d’inscription en compte) as to holdings of shares registered in a shareholder’s account to the persons in whose names the shares are registered. These confirmations do not constitute documents of title.

      Shares of a listed company may also be held in bearer form. Shares held in bearer form are held and registered on the shareholder’s behalf in an account maintained by an accredited financial intermediary and are credited to an account at Euroclear France S.A. maintained by the intermediary. This account is separate from our share account with Euroclear France S.A. Each accredited financial intermediary maintains a record of shares held through it and issues certificates of inscription for the shares it holds. Transfers of shares held in bearer form may only be made through accredited financial intermediaries and Euroclear France S.A.

DESCRIPTION OF OUR AMERICAN DEPOSITARY SHARES

AND AMERICAN DEPOSITARY RECEIPTS

      Our ADSs are securities created under the terms of a deposit agreement with The Bank of New York, as depositary. Each of our ADSs represents an ownership interest in one of our Ordinary Shares which is deposited with the custodian, as agent of the depositary, under the deposit agreement. Following any distribution with respect to our Ordinary Shares, or any change affecting such shares, each of our ADSs will also represent any additional Ordinary Share and any other securities, cash or other property deposited with the depositary in respect of that ADS but not distributed by it directly to holders of our

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ADSs. Our ADSs are evidenced by what are known as American depositary receipts, or ADRs, which are executed and delivered by the depositary with respect to a deposit of our Ordinary Shares. The Bank of New York’s corporate trust office is located at 101 Barclay Street, New York, New York 10286 and its principal executive office is located at One Wall Street, New York, New York 10286.

      Our ADSs may be held either directly by a holder having ADRs registered in the holder’s name on the books of the depositary or indirectly through a broker or other financial institution. The following description assumes our ADSs are held directly. If our ADSs are held through a broker or financial institution nominee, the procedures of the broker or financial institution must be relied upon to assert the rights of a holder of our ADSs described in this section. Persons who hold our ADSs through a broker or financial institution nominee should consult with their broker or financial institution to find out what those procedures are.

      The following is a summary of the material terms of the deposit agreement. Because it is a summary, it does not contain all the information that may be important to holders of our ADSs. For more complete information, holders of our ADSs should read the deposit agreement which describes the terms of our ADSs. Holders of our ADSs can read a copy of the deposit agreement which is incorporated by reference as an exhibit to the registration statement of which this document forms a part.

Share Dividends and Other Distributions

      We may make various types of distributions with respect to our securities. The depositary has agreed to pay to holders of our ADSs the cash dividends or other distributions it or the custodian receives on our Ordinary Shares or other deposited securities, after deducting its fees and expenses. Holders of our ADSs will receive these distributions in proportion to the number of underlying Ordinary Shares their ADSs represent.

•  Cash. The depositary will convert cash distributions from foreign currency to U.S. dollars if this is permissible and can be done on a reasonable basis and if it can transfer the U.S. dollars to the United States. The depositary will endeavor to distribute the cash in a practicable manner, and may deduct any taxes required to be withheld, any expenses of converting foreign currency and transferring funds to the United States, and other expenses and adjustments. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, holders of our ADSs may lose some or all of the value of the distribution. If funds cannot be converted on a reasonable basis to U.S. dollars, the depositary may distribute the foreign currency to the ADS holders or hold the foreign currency uninvested and without interest for our ADS holders. The depositary will distribute only whole U.S. dollars and will round fractional cents to the nearest whole cent.

•  Shares. In the case of a distribution in Ordinary Shares of our company, the depositary may, upon prior consultation with and approval by us, and will, if we so request, issue additional ADRs to evidence the number of ADSs representing these Ordinary Shares. If a distribution of our Ordinary Shares would require the distribution of ADSs representing fractional Ordinary Shares, the depositary will sell the amount of Ordinary Shares corresponding to the aggregate of such fractions and distribute the net proceeds to any of our ADS holders entitled to receive such net proceeds. If the depositary does not distribute additional ADRs representing the distributed shares, each ADR will also represent the new shares.

•  Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional Ordinary Shares or other rights, including preferential subscription rights, the depositary may, after consultation with us, distribute those rights if we provide satisfactory evidence that the depositary may lawfully do so. We will not be obligated to furnish such evidence. However, if we do not furnish satisfactory evidence that the depositary may lawfully distribute these rights or if the depositary determines it is not practicable to distribute these rights, the depositary may:

—  sell the rights if practicable and distribute the net proceeds as cash; or

—  allow the rights to lapse, in which case our ADS holders will receive nothing.

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      The depositary will not offer rights to holders of our ADSs unless both the rights and the securities to which they relate, including our Ordinary Shares, are either exempt from registration under the Securities Act or are registered under the Securities Act. We have no obligation to file a registration statement under the Securities Act in order to make any rights available to holders of our ADSs.

•  Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may:

—  distribute such securities or property in any manner it deems equitable and practicable;

—  sell such securities or property and distribute any net proceeds in the same way it distributes cash; or

—  hold the distributed property in which case our ADSs will also represent the distributed property.

      The depositary may choose any practical method of distribution for any holder of our ADS, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of any holder of our ADSs as deposited securities.

      The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of our ADSs.

      There can be no assurances that the depositary will be able to convert any currency at any particular exchange rate or sell any property, rights, shares or other securities at any particular price, nor that any of the transactions can be completed within any particular time period.

Deposit and Withdrawal

      Deposit. The depositary will execute, deliver and register one or more of our ADRs evidencing our ADSs to any person who deposits or causes to be deposited with the custodian our Ordinary Shares or evidence of rights to receive our Ordinary Shares. Our Ordinary Shares deposited with the custodian must be accompanied by specified documents, including instruments showing that our Ordinary Shares have been properly transferred or endorsed to the person on whose behalf the deposit is being made.

      The custodian will hold all deposited Ordinary Shares for the account of the depositary. Our ADS holders thus have no direct ownership interest in our Ordinary Shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional deposited Ordinary Shares and other securities, property and cash received on or in substitution for the deposited Ordinary Shares. Upon each deposit of our Ordinary Shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name of the entitled person evidencing the number of our ADSs to which such person is entitled. Certificated ADRs will be delivered at the depositary’s principal New York office or any other location that it may designate as its transfer office.

      Withdrawal. When any holder of our ADSs turns in the ADRs evidencing their ADSs at the depositary’s office for withdrawal, the depositary will, upon payment of applicable fees, charges and taxes, and upon receipt of proper instructions, request that the custodian of the Ordinary Shares underlying the ADSs to register such holder in the share register of our company. The depositary may restrict the withdrawal of deposited securities for:

•  temporary delays caused by closing the transfer books of our company or those of the depositary, or the deposit of our Ordinary Shares for voting at a shareholders’ meeting, or the payment of dividends;

•  the payment of fees, taxes and similar charges; or

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•  compliance with any U.S. or foreign laws or governmental regulations relating to our ADRs or to the withdrawal of deposited securities.

Voting Rights

      If the depositary asks a holder of our ADSs to provide it with voting instructions, such holder may instruct the depositary how to exercise the voting rights for our Ordinary Shares which underlie the holder’s ADSs. After receiving voting materials from us, the depositary will notify the holders of our ADSs of any shareholders’ meeting or solicitation of consents or proxies. This notice will describe how holders of our ADSs may instruct the depositary to exercise the voting rights for our Ordinary Shares which underlie their ADSs. For instructions to be valid, the depositary must receive them on or before the required date. The depositary will try, as far as is practicable, to vote or to have its agents vote our Ordinary Shares or other deposited securities as holders of our ADSs instruct. If no instructions are received by the depositary from a holder of our ADSs with respect to the voting of our Ordinary Shares on or before the date such instructions are to be received, or if the depositary receives improperly completed voting instructions or receives a blank proxy from an owner of our ADSs the depositary will, as far as permitted under French law, our articles of association and our Ordinary Shares, deem such owner to have instructed the depositary to give a proxy to the president of the general meeting of shareholders to vote such deposited securities in favor of the resolutions presented or approved by our board of directors and against any other resolution not so presented or approved. Neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, except in the event of bad faith, for the manner in which any vote is cast or for the effect of any vote.

      Under French law and our articles of association, only shareholders holding Ordinary Shares may vote the Ordinary Shares, attend shareholders’ meetings or, subject to certain limitations, submit proposals to be considered at such meetings. Holders of ADSs may only cause their ADSs to be voted through the depositary if the holder follows the procedures described above for withdrawal of our Ordinary Shares underlying the holder’s ADSs at least one day before the shareholders’ meeting.

Record Dates

      The depositary will fix record dates after consultation with us, when practicable, for the determination of the holders of our ADSs who will be entitled:

•  to receive a dividend, distribution or rights;

•  to give instructions for the exercise of voting rights at a meeting of holders of our Ordinary Shares or other deposited securities; or

•  to receive any notice or to act in respect of other matters, all subject to the provisions of the deposit agreement.

Fees and Expenses

      The depositary will charge a fee for each issuance of our ADSs, including issuances resulting from distributions of Ordinary Shares, rights and other property, and for each surrender of our ADSs in exchange for deposited securities. Holders of our ADSs or persons depositing Ordinary Shares may also be charged the following expenses:

•  taxes and other governmental charges;

•  stock transfer or other taxes and other governmental charges;

•  cable, telex and facsimile transmission and delivery charges;

•  transfer or registration fees for the registration of transfer of deposited securities on any applicable register for the deposit or withdrawal of deposited securities; and

•  expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars.

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Payment of Taxes

      Holders of our ADSs are responsible for any taxes or other governmental charges payable on their ADSs or on the deposited securities underlying their ADSs. The depositary may refuse to transfer any holder’s ADSs or allow any holder to withdraw the deposited securities underlying the ADSs until such taxes or other charges are paid. The depositary may apply payments owed to the holder or sell deposited securities underlying the holder’s ADSs to pay any taxes owed and the holder would remain liable for any deficiency. If the depositary sells securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay the holder any proceeds, or send to the holder any property, remaining after the depositary has paid the taxes.

Public Market for Our ADSs

      Our ADSs are traded in the United States on The Nasdaq National Market under the symbol “BOBJ.”

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CERTAIN INCOME TAX CONSIDERATIONS

U.S. Federal Income Tax Consequences

Transactions Under the 2001 Plan and 2001 Sub-Plan

      The following is a summary of the U.S. federal income tax consequences of transactions under the Sub-Plan based on federal securities and income tax laws in effect on January 1, 2005.

      This summary is not intended to be exhaustive, nor does it discuss the tax consequences of death or the provision of any income tax laws of any municipality, state or other government to which you may be subject. Each participant should consult his or her own tax advisor regarding the taxation of these awards, as this summary is general in nature and may not apply to each participant’s individual circumstances.

Restricted Stock, Restricted Stock Units, Performance Stock and Performance Stock Units

      Generally, no income will be recognized in connection with the grant of a Restricted Stock or Restricted Stock Unit Award (collectively “RS”) or Performance Stock or Performance Stock Unit Award (collectively “PS”) subject to a vesting schedule. Income may be recognized at the time of grant of a Restricted Stock Award or Performance Stock Award if an election under Section 83(b) of the Code is filed with the Internal Revenue Service within 30 days of the date of grant of a Restricted Stock Award or Performance Stock Award. Otherwise, at the time the RS or PS vests, you generally will recognize compensation income in an amount equal to the difference between the fair market value of the stock at the time of vesting and the amount paid for the stock, if any. If you are also an employee, any amount treated as compensation will be subject to tax withholding by us. We will be entitled to a tax deduction in the amount and at the time you recognize ordinary income with respect to a RS or PS award to the extent permitted under Section 162 of the Code. Upon disposition of the shares, any gain or loss on the subsequent sale of such stock is treated as capital gain or loss.

Additional Considerations Applicable To Section 16 Insiders

      In certain circumstances, if you are an officer (as that term is used in Section 16 of the Exchange Act), director or beneficial owner of more than 10% of our Common Stock, the date upon which tax liability is incurred with respect to grants under the 2001 Sub-Plan may be deferred unless you file an election with the Internal Revenue Service under Section 83(b) of the Code. All Section 16 Insiders are advised to consult with their personal tax advisors regarding the tax consequences of exercising options or rights under the 2001 Sub-Plan and the advisability of filing an election under Section 83(b) of the Code. In addition, all Section 16 Insiders are advised to consult with our general counsel and with their own personal advisors regarding reporting and liability under Section 16 with respect to their transactions under the Plan.

Exchange of Ordinary Shares for ADSs

      A holder of our ADSs will be treated as the owner of the underlying Ordinary Shares for U.S. federal income tax purposes. Accordingly, if our Ordinary Shares are exchanged for our ADSs, no gain or loss will be recognized upon the exchange, and a holder’s tax basis in the our ADSs will be the ratable portion of its tax basis in the our Ordinary Shares surrendered in exchange therefor, and the holding period in our ADSs will include the period during which the holder held the surrendered Ordinary Shares.

Ownership and Disposition of ADSs

      The following discussion summarizes certain U.S. federal income tax considerations of the ownership and disposition of our ADSs. This discussion is based upon the Internal Revenue Code, United States Treasury Regulations, judicial authorities, published positions of the United States Internal Revenue Service and other applicable authorities, all as in effect on the date of this document and all of which are subject to change or differing interpretations, possibly with retroactive effect.

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      This discussion is limited to holders that are:

•  citizens and residents of the United States;

•  corporations created or organized in or under the laws of the United States or any political subdivision thereof;

•  estates whose income is includible in gross income for U.S. federal income tax purposes regardless of source; or

•  trusts whose administration is subject to the primary supervision of a United States court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust.

      This discussion assumes that holders hold their ADSs as a capital asset (generally an asset held for investment). This discussion does not address all of the tax consequences that may be relevant to a particular holder, such as a holder that owns, directly or indirectly (after applying certain constructive ownership rules), at least 5% of either the total voting power or the total value of our shares, or to a holder that is subject to special treatment under U.S. federal income tax laws. No assurance can be given that the Internal Revenue Service would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

      Holders of our ADSs are urged to consult their own tax advisors as to the U.S. federal income tax consequences of holding our ADSs, as well as the state, local and non-U.S. tax consequences.

Disposition of ADSs

      Upon the sale, exchange or other disposition of our ADSs, a holder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount realized upon the disposition and the holder’s tax basis in such ADSs. Such gain or loss will be capital gain or loss.

Dividends

      Any cash distribution paid by us out of our earnings and profits, as determined under U.S. federal income tax law, will be subject to tax as ordinary dividend income and will be includible in the gross income of a holder when such distribution is received by The Bank of New York, as the depositary, if the holder holds our ADSs, or when such distribution is received by the holder, if the holder holds our Ordinary Shares. Cash distributions paid by us in excess of our earnings and profits will be treated as (i) a tax-free return of capital to the extent of the holder’s adjusted tax basis in our shares (reducing such adjusted tax basis, but not below zero) and (ii) thereafter as gain from the sale or exchange of a capital asset. Any cash distribution that is treated as a dividend will be includible in the gross income of such holder, for U.S. federal income tax purposes, in an amount equal to the gross amount (i.e., before French withholding tax) of the dividend. A dividend paid in euros generally will be includible in income in a U.S. dollar amount based on the prevailing U.S. dollar/euro exchange rate at the time of receipt of such dividend. Such dividend income generally will constitute foreign source income for U.S. federal income tax purposes. Subject to certain complex limitations, any French tax withheld from the cash dividend will be treated as a foreign income tax that may be claimed as a credit against the U.S. federal income tax liability of the holder. Alternatively, the French tax withheld may be deducted currently at the election of the holder. The dividend income will not be eligible for the dividends received deduction allowed to corporations.

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Material French Tax Consequences to U.S. Holders of ADSs

      The following is a general summary of the material French income tax consequences of owning and disposing of our ADSs. This discussion applies only to U.S. holders. You will be a U.S. holder if you are the beneficial owner of ADSs and all of the following five points apply to you:

•  you own, directly or indirectly, less than 10% of the share capital of the company;

•  you are any one of the following:

•  an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

•  a corporation or certain other entities (treated as corporations for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of any state thereof (including the District of Columbia);

•  an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•  a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and if one or more United States persons have the authority to control all substantial decisions of the trust and are subject to U.S. federal income tax at either the level of beneficiaries or at the level of grantors;

•  a U.S. resident for the purposes of the Convention between the Government of the United States and the Government of the French Republic for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital, signed August 31, the 1994 U.S.-France tax treaty, without being excluded from the benefits of the 1994 U.S.-France tax treaty under the “Limitation on Benefits” article of that treaty;

•  you hold our ADSs as capital assets; and

•  your functional currency is the U.S. dollar.

      Furthermore, this discussion is based upon current French law and practice and on the 1994 U.S-France tax treaty all in effect as of the date of this prospectus and, therefore, is subject to any changes to (or changes in interpretation of) French law or practice or the treaty occurring after the date hereof, which may have retroactive effect. Persons considering the purchase, ownership and disposition of ADSs should consult their own tax advisors in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

Taxation of Dividends

      In France, companies may only pay dividends out of income remaining after tax has been paid. Prior to the enactment of French Budget Law for 2004, all French resident shareholders were entitled to a French tax credit, known as the avoir fiscal, on dividends received from French companies.

      Pursuant to the French Budget Law for 2004, dividends paid on or after January 1, 2005 will no longer carry the abolished avoir fiscal and or trigger the précompte (French tax credit mechanism and the related equalization tax mechanism). The French Budget Law for 2004 provides that for the purposes of computing their taxable basis individual shareholders resident in France will be entitled with respect to dividends paid after January 1, 2005 to:

•  a 50% allowance;

•  a further yearly allowance of €1,220 or €2,440 depending on the marital status of the individual; and

•  a tax credit equal to 50% of the dividend, capped at €230, or as the case may be, €115 depending on the marital status of the individual.

      French resident shareholders other than individuals will generally lose the benefit of the avoir fiscal for distributions made from 2004 on and will not be entitled to the new tax credit available to French resident individuals.

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      However, the French tax authorities are yet to issue guidelines as to whether or not non-French holders who were eligible for the transfer of the avoir fiscal could benefit from such tax credit.

      In the absence of specific administrative guidelines issued by the French tax authorities, we understand that the current position of the French tax authorities is that non resident shareholders should neither benefit from the 50% allowance nor from the yearly €1220/€2440 allowance for the sake of withholding tax computation.

      Under French domestic law, dividends paid by French companies to their non-resident shareholders are generally subject to a 25% withholding tax. Under the 1994 U.S.-France tax treaty, the rate of this withholding tax is reduced to 15%, if your ownership of the ADSs is not effectively connected with a permanent establishment or a fixed base that you have in France and certain other requirements are satisfied.

      Dividends paid as of January 1, 2005, to U.S. holders benefiting from the reduced rate of the dividend withholding tax under the 1994 U.S.-France tax treaty may be subject immediately to the 15% withholding tax rate upon payment of the dividends, if the U.S. holder provides before the dividend payment date a simplified certificate based on the draft provided the French tax authorities in their administrative guidelines 4 J-1-05.

      If a U.S. holder entitled to a reduced withholding tax rate does not file a completed simplified certificate before the dividend payment date, we will withhold the French withholding tax at the rate of 25%. Such U.S. holder may claim a refund of the excess withholding tax by completing and providing the French tax authorities with Treasury Form RFI A EU-N  5052 (or any other form that may replace such Treasury Form) before December 31 of the second year following the year during which the dividend is paid.

      The Treasury Form, or where applicable, the simplified certificate, together with their respective instructions are available from the French tax authorities. The depositary shall arrange for the filing with the French tax authorities of all forms and simplified certificates, provided that they are completed by the U.S. holders of ADSs and returned to the depositary in sufficient time.

Taxation of Capital Gains

      If you are a resident of the United States for purposes of the 1994 U.S.-France tax treaty, you will not be subject to French tax on any capital gain if you sell, exchange or dispose of your ADSs, unless you have a permanent establishment or fixed base in France and the ADSs you sold or exchanged were part of the business property of that permanent establishment or fixed base. Special rules apply to individuals who are residents of more than one country.

French Estate and Gift Taxes

      Under the Convention Between the United States and the French Republic for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on estates, inheritance and gifts of November 24, 1978, if you transfer your ADSs by gift, or if they are transferred by reason of your death, that transfer will only be subject to French gift or inheritance tax if, provided you are not a French citizen at the time of making the gift or at the time of your death, one of the following applies:

•  you are domiciled in France at the time of making the gift, or at the time of your death; or

•  you used the ADSs in conducting a business through a permanent establishment or fixed base in France, or you held the ADSs for that use.

French Wealth Tax

      The French wealth tax does not generally apply to ADSs if the U.S. holder is a resident of the United States for purposes of the 1994 U.S.-France tax treaty.

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Material United Kingdom Tax Consequences

      The following is a brief summary of the tax consequences of transactions under the 2001 Sub-Plan for tax residents in England, Scotland, Northern Ireland or Wales, effective on January 1, 2005.

      This summary is not intended to be exhaustive, nor does it discuss the tax consequences of death or the provision of any income tax laws of any municipality, state or other government to which you may be subject. Each participant should consult his or her own tax advisor regarding the taxation of these awards, as this summary is general in nature and may not apply to each participant’s individual circumstances.

     Restricted Stock, Performance Stock, Restricted Stock Units and Performance Stock Units

      You will not generally be subject to tax upon the grant of an award of Restricted Stock, Performance Stock, Restricted Stock Units or Performance Stock Units. When you vest in Restricted Stock, Performance Stock, Restricted Stock Units or Performance Stock Units, the difference between the fair market value of the shares at vesting and the purchase price, if any, will be considered compensation income and subject to income tax. You may be able to make an election to be taxed at the time of an award of Restricted Stock or Performance Stock.

      The taxable amount on the vesting date will be subject to withholding by us under the Pay as You Earn, or PAYE, rules, assuming no election has been made to be taxed at grant. Social taxes, or National Insurance Contributions. will also be payable at vesting and will be withheld by us.

      When you sell the shares acquired under the 2001 Sub-Plan, any gain or loss will be subject to capital gains or loss treatment, as applicable. In such case, you may be able to benefit from the annual capital gains exemption and/or taper relief to reduce the amount of capital gains tax payable. As the rules for determining the amount of capital gain or loss are complex, we recommend that the optionee consult with a tax advisor to calculate the amount of tax payable at sale, if any.

Material Canadian Tax Consequences

      The following is a brief summary of the tax consequences of transactions under the 2001 Sub-Plan for tax residents in Canada, effective on January 1, 2005.

      This summary is not intended to be exhaustive, nor does it discuss the tax consequences of death or the provision of any income tax laws of any municipality, state or other government to which you may be subject. Each participant should consult his or her own tax advisor regarding the taxation of these awards, as this summary is general in nature and may not apply to each participant’s individual circumstances.

     Restricted Stock/Performance Stock

      You will be subject to taxation upon the grant of an award of Restricted Stock or Performance Stock. This amount will be treated as compensation income. The taxable amount will be equal to the fair market value of the stock at the time of grant, less any discount that may be applied to the stock price, less any purchase price paid for the stock.

      We will generally withhold income taxes on the compensation income, other than in certain specified circumstances.

      You may also be subject to social tax (Canada or Quebec Pension Plan contributions) on the taxable amount at grant. If any amount is subject to social tax, we will withhold up to your annual earnings ceiling.

      When you sell shares obtained under the 2001 Sub-Plan, you may realize a capital gain or loss. In order to calculate the amount of gain or loss, you must first calculate the adjusted cost basis, or ACB, of the shares you are selling. Only 50% of your capital gains (after offsetting any losses) are included in your taxable income for the year. As the rules for determining the amount of the ACB and capital gain or loss

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are complex, we recommend that you consult with a tax advisor to calculate the amount of tax payable at sale, if any.

     Restricted Stock Units/Performance Stock Units

      You will not recognize any taxable income upon the grant of an award of Restricted Stock Units or Performance Stock Units. When the shares vest, the fair market value of the shares on the vesting date, less any price paid for the stock, is considered to be compensation income and subject to income tax.

      We will generally withhold income taxes on the compensation income, other than in certain specified circumstances.

      You may also be subject to social tax (Canada or Quebec Pension Plan contributions) on the amount subject to income tax at vesting. If any amount is subject to social tax, we will withhold up to your annual earnings ceiling.

      When you sell shares obtained under the 2001 Sub-Plan, you may realize a capital gain or loss. In order to calculate the amount of gain or loss, you must first calculate the ACB of the shares your are selling. Only 50% of your capital gains (after offsetting any losses) are included in your taxable income for the year. As the rules for determining the amount of the ACB and capital gain or loss are complex, we recommend that you consult with a tax advisor to calculate the amount of tax payable at sale, if any.

Material Australian Tax Consequences

      The following is a brief summary of the tax consequences of transactions under the 2001 Plan and 2001 Sub-Plan for tax residents in Australia, effective on January 1, 2005.

      This summary is not intended to be exhaustive, nor does it discuss the tax consequences of death or the provision of any income tax laws of any municipality, state or other government to which you may be subject. Each participant should consult his or her own tax advisor regarding the taxation of these awards, as this summary is general in nature and may not apply to each participant’s individual circumstances.

If Taxed at Grant by Making a Written Election

     Restricted Stock, Performance Stock, Restricted Stock Units and Performance Stock Units

      You may elect to be taxed upon the grant of an award of Restricted Stock, Performance Stock, Restricted Stock Units or Performance Stock Units. An election must be made at the time you file an annual tax return for the income year in which the award is granted.

      The amount assessable to tax will be the greater of:

•  The fair market value of the shares on the grant date, less the lowest amount that must be paid to acquire the shares, if any; or

•  An amount equal to a valuation figure, as determined by reference to tables provided in the Australian tax legislation.

      For Australian tax purposes, the fair market value is the weighted average of the prices at which shares were traded on the applicable exchange during the one-week period up to and including the grant date.

      The amount assessable is subject to income and social tax (including the Medicare levy). We will not withhold any taxes and it will be your responsibility to report and pay the taxes on your awards.

      If the assessable amount has been taxed at grant, no further income tax will apply until disposal of the award or the underlying shares, as applicable. An election to be taxed at grant covers all shares and awards acquired under the 2001 Plan and 2001 Sub-Plan in a given tax year. You should consult with a personal tax advisor to determine whether to make such an election.

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Taxation at Cessation Time

      If you do not elect to be taxed at grant, you will be taxed at the cessation time. The cessation time for an award is the earliest of the following:

•  When you dispose of the award;

•  When you ceases employment with us or parent or subsidiary or affiliate of us;

•  When the last of any restrictions or conditions cease to have effect in relation to the underlying shares following the vesting of the award;

•  When the award is vested, provided there are no restrictions or conditions; or

•  At the end of the ten-year period starting when you acquire the award.

      Generally, the cessation time will be the date the shares are vested, in which case the difference between the fair market value of the stock on the date of vesting and the purchase price paid, if any, is taxable as salary income. However, if the shares are sold within 30 days of vesting, the taxable amount is equal to the sale proceeds less the purchase price paid, if any.

      If the cessation time occurs prior to vesting, the taxable amount is equal to the fair market value of the underlying shares at the cessation date, less the lowest amount that must be paid when the awards are vested, if any. However, if the shares are disposed of within 30 days of the cessation date, the taxable amount is equal to the sales proceeds less any purchase price paid for the shares. In addition, if you are subject to tax as a result of a cessation date occurring, but you do not subsequently vest in the award (e.g., a cessation date happens because employment terminates), you may apply for a refund of any tax paid.

Sale of Shares Acquired under the 2001 Sub-Plan

      The following may apply upon any sale of shares acquired under the 2001 Sub-Plan:

•  If tax was first paid at grant date, the capital gain is equal to the sale proceeds less the amount subject to tax at grant, less the purchase price paid, if any.

•  If tax was first paid at vesting, the capital gain is the difference between the sale proceeds and the fair market value of the shares at vesting, unless the shares are sold within 30 days of vesting in which case any capital gains tax is disregarded, and the entire gain is treated as an income item subject to income tax.

•  If tax was first paid at a cessation time prior to vesting, the capital gain is equal to the sales proceeds, less the amount subject to tax at cessation, and less the purchase price paid, if any.

      For shares sold on or after September 21, 1999, and held for at least 12 months from the date the shares were acquired, only half of the capital gain realized at sale will be subject to capital gains tax.

LEGAL MATTERS

      The validity of the Ordinary Shares being issued and registered pursuant to this registration statement hereby will be passed upon for us by Shearman & Sterling LLP, Paris, France.

EXPERTS

      The consolidated financial statements of Business Objects S.A. included in Business Objects S.A.’s Annual Report (Form 10-K) for the year ended December 31, 2004 (including schedules appearing therein), and Business Objects S.A.’s management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and management’s

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assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

      The consolidated balance sheets of Crystal Decisions as of June 28, 2002 and June 27, 2003, and consolidated statements of operations, cash flows and stockholders’ equity of Crystal Decisions for the years ended June 29, 2001, June 28, 2002 and June 27, 2003 incorporated by reference in this prospectus and the registration statement of which it forms a part have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon which is incorporated by reference herein, and are incorporated by reference in reliance upon such report, given the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We have filed with the Securities and Exchange Commission, or SEC, a registration statement on Form S-3 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules filed as part of the registration statement. For further information with respect to us and our Ordinary Shares and ADSs, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The reports and other information we file with the SEC can be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington D.C. 20549. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the SEC at the principal offices of the SEC, 450 Fifth Street, N.W., Washington D.C. 20549. You may obtain information regarding the operation of the public reference room by calling 1(800) SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

      We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available for inspection and copying at the SEC’s public reference rooms and the web site of the SEC referred to above. Our Internet address is http://www.businessobjects.com.

      We provide our shareholders with annual reports containing, among other information, financial statements audited by an independent public accounting firm and we make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each fiscal year. We also intend to furnish other reports as we may determine or as required by law.

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INFORMATION INCORPORATED BY REFERENCE

      The Securities and Exchange Commission, or SEC, allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede the information contained in this prospectus, including the information incorporated by reference in this prospectus. We incorporate by reference the documents listed below, and any future filings we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering. This prospectus is part of a registration statement we filed with the SEC. The documents we incorporate by reference include:

      1. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC on March 16, 2005 (including information specifically incorporated by reference into our Form 10-K).

      2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 filed with the SEC on May 9, 2005.

      3. Audited Consolidated Balance Sheets of Crystal Decisions as of June 28, 2002 and June 27, 2003, Consolidated Statements of Operations of Crystal Decisions for the fiscal years ended June 29, 2001, June 28, 2002 and June 27, 2003, Consolidated Statements of Cash Flows of Crystal Decisions for the fiscal years ended June 29, 2001, June 28, 2002 and June 27, 2003 and Consolidated Statements of Changes in Stockholders Equity of Crystal Decisions for the fiscal years ended June 29, 2001, June 28, 2002 and June 27, 2003 and the related notes thereto and Report of Independent Auditors thereon included in the Registration Statement for Business Objects S.A. on Form S-4 filed with the SEC on October 31, 2003 at pages F-1 to F-45 of the Proxy Statement/Prospectus that forms a part thereof.

      4. Unaudited Consolidated Balance Sheets of Crystal Decisions as of June 27, 2003 and October 3, 2003, Consolidated Statements of Operations of Crystal Decisions for the three months ended September 27, 2002 and October 3, 2003 and Consolidated Statements of Cash Flows of Crystal Decisions for the three months ended September 27, 2002 and October 3, 2003 and the related condensed notes thereto included in the Quarterly Report on Form 10-Q of Crystal Decisions, Inc. at pages 2 to 18 filed by Crystal Decisions with the SEC on November 14, 2003.

      5. Our Current Report on Form 8-K/A filed with the SEC on February 24, 2004 relating to our acquisition of Crystal Decisions, Inc.

      6. Our Current Reports on Form 8-K filed on June 20, 2005, April 7, 2005, April 6, 2005, March 16, 2005 (as amended on From 8-K/A filed on April 27, 2005), March 14, 2005, January 31, 2005 and January 28, 2005; provided, however, that we do not incorporate by reference any information contained in, or exhibits submitted with the Forms 8-K that was expressly furnished and not filed.

      7. The description of our ADS contained in our registration statement on Form F-6 (Reg. No. 333-109712) declared effective by the SEC on October 15, 2003.

      8. The description of our Ordinary Shares, nominal value €0.10 per share, contained in our registration statement on Form 8-A (File No. 0-24720).

      9. All documents subsequently filed with the SEC by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering.

      Each of these filings is available from the SEC as described above. You may request, and we will provide at no cost to you, a copy of these filings, including any exhibits to such filings, by writing or telephoning us at the following address: Investor Relations, Business Objects, S.A., c/o Business Objects Americas, 3030 Orchard Parkway, San Jose, California 95134, telephone number (408) 953-6000.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      The following table sets forth the costs and expenses, other than the underwriting discount, expected to be incurred by the registrant in connection with the preparation and filing of the registration statement, including amendments thereto, and the printing and distribution of the prospectus contained herein, all of which will be paid by the registrant.

SEC Registration Fee	$	8,021
Printing Costs		50,000
Legal Fees and Expenses		60,000
Accounting Fees and Expenses		15,000
Transfer Agent and Registrar Fees		15,000
Miscellaneous		11,979
Total	$	160,000

Item 15. Indemnification of Directors and Officers.

      French law generally limits the possibility of a French company to indemnify (i) its directors as well as (ii) its chief executive officer (“Directeur général”) and (iii) its deputy chief executive officers (“Directeurs généraux délégués”), hereafter (ii) and (iii) collectively or individually named the “Officer(s)”, against their liabilities. However, if a director or an Officer is sued by a third party and ultimately prevails in the litigation on all counts, but is nevertheless required to bear attorneys’ fees and costs, the company can in specified circumstances to the extent permitted by the laws and the regulations in effect reimburse those fees and costs under an indemnification arrangement with the director or Officer. Any indemnification arrangement by or between us and our board of directors or any of our directors or Officers must be approved by our shareholders.

      The French commercial Code does not prohibit a company from purchasing directors and Officers insurance for all or part of the members of its management subject to certain restrictions. Under French law, a French corporation is responsible to third parties for violations of French laws and regulations, applicable to sociétés anonymes, violation of our articles of association or mismanagement. If those decisions qualify as for instance, mismanagement, the relevant member of the board of directors may have to fully or partly indemnify the company. In addition, under French law, the directors and Officers are liable individually or jointly, as the case may be, to the company or to third parties to the same extent. Business Objects have purchased insurance for all of our directors.

      In addition, Mr. Roux, in his capacity as a member of New SAC’s board of directors, had entered into an indemnification agreement with New SAC. Although Mr. Roux resigned from New SAC’s board on August 5, 2004, he continues to be indemnified under such agreement for acts taken as a director of New SAC prior to his resignation. Mr. Roux, who serves on our board of directors, has entered into an indemnification agreement with an affiliate of Silver Lake Partners.

Item 16. Exhibits.

      The following exhibits are included herein or incorporated herein by reference:

3.1 Amended and Restated Bylaws of Business Objects S.A., as amended June 14, 2005 (English translation) is incorporated herein by reference to Exhibit 3.1 filed with our Current Report on Form 8-K filed with the SEC on June 20, 2005 (File No. 000-24720).

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4.1	Form of Deposit Agreement, as amended and restated on October 15, 2003, by and among Business Objects S.A. and The Bank of New York, as Depositary and holder from time to time of ADSs issued thereunder and Exhibit A to the Deposit Agreement, is incorporated herein by reference to Exhibit 1 of our Registration Statement on Form F-6 filed with the SEC on October 15, 2003 (File No. 333-109712).
4.2	Amended and Restated Stockholders Agreement, dated as of October 15, 2003, by and among Business Objects S.A., New SAC, CB Cayman and certain shareholders of New SAC, is incorporated herein by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on October 17, 2003 (File No. 000-24720).
4.3	Employee Benefit Sub-Plan Trust Agreement
5.1	Opinion of Shearman & Sterling, LLP, Paris, France, as to the legality of the securities to be issued and registered.
10.1	2001 Stock Incentive Plan, as amended August 20, 2004 (English Translation), is incorporated herein by reference to Exhibit 10.25.2 filed with our Annual Report on Form 10-K filed with the SEC on March 16, 2005 (File No. 000-24720).
10.2	2001 Stock Incentive Plan — Subsidiary Stock Incentive Sub-Plan, effective June 10, 2004, is incorporated herein by reference to Exhibit 10.25.3 filed with our Annual Report on Form 10-K filed with the SEC on March 16, 2005 (File No. 000-24720).
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3	Consent of Shearman & Sterling, LLP (included in Exhibit 5.1 hereto).
24.1	Powers of Attorney (included in the signature page hereto).

Item 17. Undertakings.

      (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in response to Item 15 of Part II of this Form S-3 registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on June 22, 2005.

By:  /s/ Bernard Liautaud

Bernard Liautaud

Chairman of the Board and Chief

Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bernard Liautaud and James R. Tolonen, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this registration statement (including post-effective amendments), and any and all registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, in connection with or related to the offering contemplated by this registration statement and its amendments, if any, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by his said attorney to any and all amendments to said registration statement.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

Signature	Title	Date
/s/ Bernard Liautaud Bernard Liautaud	Chairman of the Board and Chief Executive Officer (Principal Executive Officer	June 22, 2005
/s/ James R. Tolonen James R. Tolonen	Chief Financial Officer (Principal Accounting and Financial Officer)	June 22, 2005
Bernard Charlès	Director
/s/ Jean-François Heitz Jean-François Heitz	Director	June 22, 2005
/s/ Gerald Held Gerald Held	Director	June 22, 2005
/s/ Kurt Lauk Kurt Lauk	Director	June 22, 2005

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Signature	Title	Date
/s/ Carl Pascarella Carl Pascarella	Director	June 22, 2005
/s/ David Peterschimdt David Peterschmidt	Director	June 22, 2005
/s/ David Roux David Roux	Director	June 22, 2005
Arnold Silverman	Director

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EXHIBIT INDEX

3.1	Amended and Restated Bylaws of Business Objects S.A., as amended June 14, 2005 (English translation) is incorporated herein by reference to Exhibit 3.1 filed with our Current Report on Form 8-K filed with the SEC on June 20, 2005 (File No. 000-24720).
4.1	Form of Deposit Agreement, as amended and restated on October 15, 2003, by and among Business Objects S.A. and The Bank of New York, as Depositary and holder from time to time of ADSs issued thereunder and Exhibit A to the Deposit Agreement, is incorporated herein by reference to Exhibit 1 of our Registration Statement on Form F-6 filed with the SEC on October 15, 2003 (File No. 333-109712).
4.2	Amended and Restated Stockholders Agreement, dated as of October 15, 2003, by and among Business Objects S.A., New SAC, CB Cayman and certain shareholders of New SAC, is incorporated herein by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on October 17, 2003 (File No. 000-24720).
4.3	Employee Benefit Sub-Plan Trust Agreement
5.1	Opinion of Shearman & Sterling, LLP, Paris, France, as to the legality of the securities to be issued and registered.
10.1	2001 Stock Incentive Plan, as amended August 20, 2004 (English Translation), is incorporated herein by reference to Exhibit 10.25.2 filed with our Annual Report on Form 10-K filed with the SEC on March 16, 2005 (File No. 000-24720).
10.2	2001 Stock Incentive Plan — Subsidiary Stock Incentive Sub-Plan, effective June 10, 2004, is incorporated herein by reference to Exhibit 10.25.3 filed with our Annual Report on Form 10-K filed with the SEC on March 16, 2005 (File No. 000-24720).
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3	Consent of Shearman & Sterling, LLP (included in Exhibit 5.1 hereto).
24.1	Powers of Attorney (included in the signature page hereto).

EX-4.3

Exhibit 4.3

BUSINESS OBJECTS EMPLOYEE BENEFITS SUB-PLAN TRUST

     WHEREAS, Business Objects S.A. (the “Company”) has adopted, and its shareholders have approved, the Subsidiary Stock Incentive Sub-Plan (the “Sub-Plan”), under the Company’s 2001 Stock Incentive Plan (the “Parent Plan”);

     WHEREAS, certain Subsidiaries of the Company, which are the signatories of this Sub-Plan Trust agreement (the “Trust Agreement”), would like to grant Awards under the Sub-Plan to their employees, defined as “Subsidiary Beneficiary(ies)” by the Sub-Plan;

     WHEREAS, the Sub-Plan contemplates the creation of a stand-alone trust, defined as “Sub-Plan Trust” or “Trust” by the Sub-Plan, from which Awards may be issued to Subsidiary Beneficiaries pursuant to the Sub-Plan;

     WHEREAS, the Sub-Plan contemplates that the Trustee of the Trust will administer the Sub-Plan in accordance with instructions received from the Subsidiary Administrator;

     WHEREAS, these Subsidiaries have appointed Allecon Stock Associates L.L.C. as trustee of the Trust (“Trustee”), and such company has agreed to serve in such capacity;

     WHEREAS, it is the intention of these Subsidiaries to contribute cash to the Trust to enable the Trust to subscribe for or acquire Shares;

     WHEREAS, the Company is authorized to issue new Shares reserved to the Trust and to allocate Shares to the Trust in compliance with its share repurchase program;

     WHEREAS, Shares subscribed or acquired by the Trust and converted into American Depositary Shares (“ADS” or “share”), will enable Trustee to satisfy Awards granted by Trustee to eligible Subsidiary Beneficiaries under the Sub-Plan in accordance with the directions of the Subsidiary Administrator;

     NOW, THEREFORE, the Subsidiaries, having signed this Trust Agreement and the Trustee (collectively the “Parties”) do hereby adopt the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

     Section 1. Definitions. Initially capitalized terms herein are as defined in the Parent Plan and the Sub-Plan, except where otherwise defined herein

     Section 2. Establishment of Trust.

     (a) The Subsidiaries hereby establish the Trust with the Trustee, consisting of such sums of money and other property acceptable to the Trustee as from time to time shall be paid or delivered to the Trustee. All such money and other property, all investments and reinvestments made therewith or proceeds thereof and all earnings and profits thereon, less all payments and charges as authorized herein, shall constitute the “Trust Fund.”

     (b) The Trust hereby established shall be irrevocable.

     (c) The Trust is intended to be a grantor trust of which the Subsidiaries are the grantors, within the meaning of subpart E, part I, subchapter I, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

     (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of these Subsidiaries and shall be used solely for the uses and purposes of satisfying Sub-Plan obligations to eligible Subsidiary Beneficiaries and general creditors of these Subsidiaries as herein set forth. Eligible Subsidiary Beneficiaries and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Sub-Plan shall be mere unsecured contractual rights of eligible Subsidiary Beneficiaries. Any assets held by the Trust will be subject to the claims of the general creditors of these Subsidiaries under federal and state law in the event of insolvency.

     (e) These Subsidiaries, in their sole discretion, may at any time, or from time to time, make additional deposits of cash in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any eligible Subsidiary Beneficiaries shall have any right to compel such additional deposits.

     (f) The Trustee shall not be liable for any failure by the Subsidiaries to provide contributions sufficient to subscribe and/or acquire sufficient Shares under the Sub-Plan to satisfy obligations to eligible Subsidiary Beneficiaries under the Sub-Plan.

     (g) In the event a Subsidiary makes contributions to the Trust resulting from a mistake of fact or law, the Trustee shall, upon written request of the Subsidiary, refund such requested amounts to the extent allowed by law or regulation and generally accepted accounting principles.

     (h) No right or interest to receive shares from the Trust may be assigned, sold, anticipated, alienated or otherwise transferred by eligible Subsidiary Beneficiaries or their beneficiaries.

     Section 3. Awards and Distributions to Subsidiary Beneficiaries.

     (a) In accordance with section 3(h) hereof, the Trustee shall be responsible for administering the Sub-Plan. The Trustee shall keep a record of Subsidiary contributions and the number of shares allocated to each Subsidiary for Awards to eligible Subsidiary Beneficiaries employed by such Subsidiary as to (i) each Subsidiary’s contributions to the Trust and resulting Share subscriptions or acquisitions, (ii) share transfers from one Subsidiary’s account to another Subsidiary’s account pursuant to sections 3(b) or 3(c) hereof, and (iii) Awards (including shares distributed and shares forfeited) made at the request of the Subsidiary Administrator.

     (b) In the event of an eligible Subsidiary Beneficiary transfers employment from one Subsidiary to another, the Trustee shall equitably allocate the Shares subject to such eligible Subsidiary

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Beneficiary’s Award from each Subsidiary’s account based upon the amount of such Award vesting during employment by each Subsidiary.

     (c) A Subsidiary (the “Assignor”) may decide to transfer all or a part of its allocated shares to another Subsidiary (the “Assignee”). In this case the Subsidiary or the Subsidiary Administrator will direct the Trustee to transfer a specific number of shares from the Assignor account to the Assignee account. The Assignor and the Assignee will separately agree upon the payment terms and conditions for the transferred shares.

     (d) The Subsidiaries or the Subsidiary Administrator may deliver to the Trustee a schedule (the “Share Schedule”) that indicates the Awards to be granted and/or Share amounts payable to each eligible Subsidiary Beneficiary employed by such Subsidiary (and his or her beneficiaries), and the time for distribution of such Shares. Except as otherwise provided herein, the Trustee shall make such Awards and distribute shares to the eligible Subsidiary Beneficiaries and their beneficiaries in accordance with such Share Schedules.

     (e) The Trustee may refuse to make an Award directed by the Subsidiary Administrator to the extent it reasonably believes that the concerned Subsidiary has insufficient shares remaining in Trust on its account to satisfy the Award.

     (f) If so directed by the Subsidiaries or the Subsidiary Administrator, the Trustee shall make provision for the reporting and withholding of any federal or state or local taxes that may be required to be withheld with respect to the granting of Awards or the distribution of shares pursuant to the terms of the Sub-Plan and Awards thereunder and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by these Subsidiaries, as appropriate. Moreover, if so directed by the Subsidiary Administrator, the Trustee shall only issue to Subsidiary Beneficiaries and/or their beneficiaries net shares upon the grant or vesting of Awards, after subtracting that number of shares specified by the Subsidiary Administrator as equal in fair market value to the minimum amount necessary to satisfy related tax withholding obligations. In such event, the applicable Subsidiary or Subsidiaries shall pay the tax withholding amount and shall receive a credit to their Trust account equal to the number of shares retained by the Trust to satisfy such tax withholding obligations.

     (g) The entitlement of an eligible Subsidiary Beneficiary or his or her beneficiaries to receive Awards and corresponding shares under the Sub-Plan shall be determined by the Subsidiary Administrator.

     (h) Subject to the provisions of Section 3(a) hereof, the Sub-Plan, U.S. Applicable Laws and other applicable laws, the Subsidiary Administrator shall have the authority, in their discretion, to instruct and direct the Trustee with respect to the following actions:

- to select the Subsidiary Beneficiaries to whom Awards may be granted;

- to determine whether and to what extent Awards are granted;

- to determine the number of shares to be covered by each Award granted;

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- to approve forms of agreement for use with Awards;

- to determine the terms and conditions, not inconsistent with the terms and conditions of the Sub-Plan, of any Awards. Such terms and conditions include, but are not limited to, the purchase price (if any), vesting schedules (which may be performance based), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the shares relating thereto, based in each case on such factors as the Subsidiary Administrator, in their sole discretion, shall determine;

- to determine whether and to what extent shares subject to an Award shall be distributed at a specific time after vesting;

- to construe and interpret the terms of the Sub-Plan and Awards granted pursuant to the Sub-Plan;

- to prescribe, amend and rescind rules and regulations relating to the Sub-Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under applicable tax laws;

- to modify or amend each Award (subject to Section 15.3 of the Sub-Plan);

- to execute on behalf of the Subsidiary any instrument required to effect the grant of an Award previously decided by the Subsidiary Administrator;

- to determine the terms and restrictions applicable to Awards, including without limitation the sale of Shares acquired pursuant to an Award during certain periods or upon certain events which the Subsidiary Administrator shall determine in its sole discretion; and

- to make all other determinations deemed necessary or advisable for administering the Sub-Plan.

     (i) If the principal of the Trust, and any earnings thereon, are not sufficient to make payments of Shares in accordance with the terms of the Sub-Plan, the Subsidiaries shall contribute sufficient cash amounts to enable the Trust to subscribe or acquire for sufficient Shares to satisfy the shortfall. Trustee shall notify the Subsidiaries and/or the Subsidiary Administrator when principal and earnings are not sufficient. In addition, Trustee shall provide the Subsidiaries with written confirmation of the fact and time of any payment of Shares hereunder within the time limit agreed to by the Subsidiaries and Trustee from time to time.

     (j) Trustee and its officers, directors and employees shall be entitled to rely on all certificates and reports made by any duly appointed accountants, actuaries, recordkeepers and consultants, and on all opinions given by any properly consulted legal counsel, which legal counsel may be counsel for the Trustee, the Subsidiaries or the Company.

Section 4. Trustee Responsibility Regarding Payments to Eligible Subsidiary Beneficiaries When Subsidiary is Insolvent.

     (a) Trustee shall cease making distributions to eligible Subsidiary Beneficiaries and their beneficiaries if the Subsidiary employing the eligible Subsidiary Beneficiary is Insolvent. The Subsidiaries shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Subsidiaries are unable to pay their debts as they become due, or (ii) the Subsidiaries are subject to a pending

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proceeding as a debtor under the applicable bankruptcy code of the jurisdiction in which they are incorporated.

     (b) At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of Subsidiaries under federal, state and local law as follows:

          (i) The Subsidiaries shall have the duty to inform the Trustee in writing of the Subsidiary’s Insolvency. If a person claiming to be a creditor of any Subsidiary alleges in writing to the Trustee that the Subsidiary has become Insolvent, the Trustee shall determine whether the Subsidiary is Insolvent and, pending such determination, the Trustee shall cease distributing shares to eligible Subsidiary Beneficiaries employed by the Insolvent Subsidiary or their beneficiaries.

          (ii) Unless the Trustee has actual knowledge of the Insolvency of any Subsidiary, or has received notice from a Subsidiary or a person claiming to be a creditor that a specific Subsidiary is Insolvent, the Trustee shall have no duty to inquire whether such Subsidiary is Insolvent. The Trustee may in all events rely on such evidence concerning such Subsidiary’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for determining such Subsidiary’s solvency.

          (iii) If at any time the Trustee has determined that a Subsidiary is Insolvent, the Trustee shall cease distributing shares to eligible Subsidiary Beneficiaries employed by the Insolvent Subsidiary or their beneficiaries and shall hold that portion of the assets of the Trust allocated to eligible Subsidiary Beneficiaries of the insolvent Subsidiary for the benefit of the Insolvent entity’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of eligible Subsidiary Beneficiaries or their beneficiaries to pursue their rights as general creditors of the Subsidiaries with respect to benefits due under the Sub-Plan or otherwise.

          (iv) The Trustee shall resume the distribution of shares to eligible Subsidiary Beneficiaries or their beneficiaries in accordance with Section 3 of this Trust Agreement only after Trustee has determined that Subsidiary is not Insolvent or is no longer Insolvent.

     Section 5. Payments to Subsidiaries. Except as provided in Sections 2(g) and 4 hereof, the Subsidiaries shall have no right or power to direct Trustee to return to the Subsidiaries or to divert to others any of the Trust assets before all payment of shares have been made to eligible Subsidiary Beneficiaries and their beneficiaries pursuant to the terms of the Sub-Plan and Awards thereunder.

     Section 6. ADS holder Rights. The Trustee must abstain from voting shares held by the Trust. The Trustee shall have all other rights of an ADS holder with respect to Company ADSs while they are held in trust, including without limitation, the right to receive any cash dividends declared thereon in compliance with the term of the depositary agreement. If, from time to time while Company ADSs are held in trust, there is any stock dividend, stock split or other change in capitalization, or (ii) any dissolution, merger or sale of all or substantially all of the assets of the Company, any and all

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new, substituted or additional securities to which the Trustee is entitled by reason of the Trustee’s ownership of the ADSs shall be immediately subject to the Trust, deposited with the Trust account in compliance with and subject to the conditions of the section 13 of the Sub-Plan.

     Section 7. Investment Authority.

     (a) Except as provided below, the Subsidiaries and/or the Subsidiary Administrator shall have all power and responsibility for the management and investment of cash Trust assets, and the Trustee shall comply with proper written directions of the Subsidiaries and/or the Subsidiary Administrator concerning the cash Trust assets. The Subsidiaries and/or the Subsidiary Administrator will not issue directions in violation of the terms of this Trust Agreement. Except as provided in this Trust Agreement, the Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding the cash Trust assets and shall retain such assets until directed in writing by the Subsidiaries and/or the Subsidiary Administrator use them to subscribe for or acquire Shares from the Company and convert them into ADS.

     (b) The Subsidiaries and/or the Subsidiary Administrator may appoint an investment manager to direct, control or manage the investment of all or a portion of the cash Trust assets. The Subsidiaries and/or the Subsidiary Administrator shall notify the Trustee in writing of the appointment of each investment manager and the portion of the cash Trust assets subject to the investment manager’s direction. If the foregoing conditions are met, the investment manager shall have the power to manage such portion of the cash Trust assets and the Trustee shall not be liable for the acts or omissions of the investment manager or be under an obligation to invest or otherwise manage the portion of the cash Trust assets that is subject to the direction of such investment manager.

     (c) Subject to the foregoing provisions of this Section 7, Trustee shall have, without exclusion, all powers conferred on Trustee by applicable law, unless expressly provided otherwise herein, and all rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Participants. Subject to the foregoing provisions of this Section 7, Trustee shall have full power and authority to invest and reinvest the cash Trust funds in any investment permitted by law that provide sufficient liquidity for the Trustee to make required subscriptions or acquisitions hereunder, under the standards set forth in Section 10(a) including, without limiting the generality of the foregoing, the power:

          (i) To deposit or invest all or any part of the assets of the Trust Fund in savings accounts or certificates of deposit or other deposits that bear a reasonable interest rate in a bank, including the commercial department of Trustee, if such bank is supervised by the United States or any state of the United States;

          (ii) To hold in cash, without liability for interest, such portion of the Trust Fund that, in its discretion, shall be reasonable under the circumstances, pending investments, or payment of expenses, or the distribution of benefits;

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          (iii) To cause title to property of the Trust to be issued, held or registered in the individual name of Trustee, or in the name of its nominee(s) or agent(s), or in such form that title will pass by delivery;

          (iv) To exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under the laws of the State of California; so that the powers conferred upon Trustee herein shall not be in limitation of any authority conferred by law, but shall be in addition thereto;

          (v) To use securities depositories or custodians and to allow such securities as may be held by a depository or custodian to be registered in the name of such depository or its nominee or in the name of such custodian or its nominee;

          (vi) To do all other acts necessary or desirable for the proper administration of the Trust Fund, as if Trustee were the absolute owner thereof.

     Section 8. Disposition of Income. During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested or used to subscribe for or acquire additional Company Shares.

     Section 9. Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Subsidiaries and/or the Subsidiary Administrator and Trustee. Within 90 days following the close of each fiscal year of the Company and within 90 days after the removal or resignation of Trustee, Trustee shall deliver to the Subsidiary Administrator a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. Upon the request of the Subsidiaries and/or the Subsidiary Administrator, Trustee shall maintain records based upon information provided by the Subsidiaries and/or the Subsidiary Administrator regarding the allocation of Trust assets to Subsidiary Beneficiaries. The Subsidiaries and/or the Subsidiary Administrator may approve such account by written notice of approval delivered to the Trustee or by failure to express objections to such account delivered to the Trustee in writing within sixty (60) days from the date upon which the account was delivered to the Subsidiaries and/or the Subsidiary Administrator. The account shall be deemed approved upon receipt by the Trustee of the Subsidiaries and/or the Subsidiary Administrator written approval of the account or upon the passage of the sixty (60)-day period of time, except for any matters covered by written objections that have been delivered to the Trustee by the Subsidiaries and/or the Subsidiary Administrator and for which the Trustee has not given an explanation or made an adjustment satisfactory to the Subsidiaries and/or the Subsidiary Administrator.

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     Section 10. Responsibility of Trustee.

     (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Subsidiaries and/or the Subsidiary Administrator which is contemplated by, and in conformity with, the terms of the Sub-Plan or this Trust and is given in writing by Subsidiaries and/or the Subsidiary Administrator. In the event of a dispute between Subsidiaries and/or the Subsidiary Administrator and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

     (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Subsidiaries agree to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If Subsidiaries and/or the Subsidiary Administrator do not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.

     (c) Trustee may consult, at its own expense, with legal counsel (who may also be counsel for Subsidiaries and/or the Subsidiary Administrator generally) with respect to any of its duties or obligations hereunder.

     (d) Trustee may hire, at its own expense, agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

     (e) Trustee shall have, without exclusion, all powers conferred on Trustee by applicable law, unless expressly provided otherwise herein.

     (f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

     Section 11. Compensation and Expenses of Trustee. The Subsidiaries will pay Trustee compensation for its services as agreed upon by and between the Trustee and the Subsidiaries and/or the Subsidiary Administrator in a separate agreement.

     Section 12. Resignation and Removal of Trustee.

     (a) Trustee may resign at any time by written notice to the Subsidiary Administrator, which shall be effective 30 days after receipt of such notice unless Subsidiaries and/or the Subsidiary Administrator and Trustee agree otherwise.

8

     (b) Trustee may be removed by all Subsidiaries and/or the Subsidiary Administrator on 30 days’ notice or upon such shorter notice accepted by Trustee.

     (c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Subsidiaries and/or the Subsidiary Administrator extends the time limit.

     (d) If Trustee resigns or is removed, a successor shall be appointed discretionarily in accordance with Section 13 hereof by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

     (e) A successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7, 9 and 10 hereof. A successor Trustee shall not be responsible for, and the Subsidiaries will indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

     Section 13. Appointment of Successor. If Trustee resigns or is removed, then the Subsidiaries may appoint any other party including any individual, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the origins and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Subsidiaries and/or the Subsidiary Administrator or the successor Trustee to evidence the transfer.

     Section 14. Amendment or Termination.

     (a) This Trust Agreement may be amended by a written instrument executed by Trustee and the Subsidiaries. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Sub-Plan.

     (b) The Trust shall not terminate until the date upon which Subsidiary Beneficiaries are no longer entitled to benefits pursuant to the terms of the Sub-Plan and Awards thereunder. Upon termination of the Trust any assets remaining in the Trust shall be returned to Subsidiaries.

     Section 15. Miscellaneous.

     (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

9

     (b) Benefits payable to Subsidiary Beneficiaries and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

     (c) This Trust Agreement shall be governed by and construed in accordance with the laws of California.

     Section 16. Effective Date. The effective date of this Trust Agreement shall be June 22, 2005.

AGREED:
THE SUBSIDIARIES	TRUSTEES
Business Objects Americas, Inc
By: /s/ Susan Wolfe	By: /s/ Nicole Dmitruchina
Susan Wolfe, Secretary and General Counsel	Nicole Dmitruchina for James McBride, Trustee
Business Objects Corporation
By: /s/ James Tolonen
James Tolonen, CFO

10

Business Objects Australia Pty Ltd

By: /s/ James Tolonen

James Tolonen, Director

Business Objects Belux B.V.

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects do Brasil Ltda

By: /s/ Gisele Pais da Silva Costa

Gisele Pais da Silva Costa

Business Objects Software (Shanghai) Co. Ltd

By: /s/ James Tolonen

James Tolonen, Chairman and Legal Representative

Business Objects Danmark ApS

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Finland Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Deutschland GmbH

By: /s/ Benoit Fouilland

Benoit Fouilland, Director

11

Business Objects Greater China Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Hong Kong Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Software India Private Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Software (Ireland) Ltd

By: /s/ James Tolonen

James Tolonen, Director

Business Objects Italia S.p.A.

By: /s/ Benoit Fouilland

Benoit Fouilland, Director

Business Objects Japan K.K.

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Korea Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

12

Business Objects Malaysia Sdn. Bhd Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects de Mexico S; de R.L de C.V.

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Nederland B.V.

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Asia-Pacific Pte Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Iberica S.L.

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Nordic A.B.

By: /s/ James Tolonen

James Tolonen, Chairman

Business Objects Taiwan, Inc.

By: /s/ Susan Wolfe

Susan Wolfe, Director

13

Business Objects Schweitz A.G.

By: /s/ James Tolonen

James Tolonen, President

Business Objects (UK) Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Business Objects Data Integration, Inc

By: /s/ Susan Wolfe

Susan Wolfe, Secretary and General Counsel

Crystal Decisions (UK) Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

Set Analyzer Ltd

By: /s/ Susan Wolfe

Susan Wolfe, Director

14

EX-5.1

Exhibit 5.1

114, Avenue Des Champs-Elysées
75008 Paris
33 01 53 89 70 00

ABU DHABI
BEIJING
BRUSSELS
DUSSELDORFF
FRANKFURT
HONG KONG
LONDON
MANNHEIN
MENLO PARK
MUNICH
NEW YORK
PARIS
ROME
SAN FRANCISCO
SINGAPORE
TOKYO
TORONTO
WASHINGTON DC

Business Objects S.A.

European Headquarters

157-159 rue Anatole France

92300 Levallois-Penet

France

June 22, 2005

Ladies and Gentlemen:

     Reference is made to the registration statement on Form S-3 (the “Registration Statement”) filed by Business Objects S.A., a société anonyme organized under the laws of the Republic of France (the “Company”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), in connection with the registration of a maximum number of 2,500,000 of the Company’s ordinary shares nominal value 0.10 euro per ordinary share to be issued in favor of Business Objects Employee Benefits Trust or the “Trust” (the “Shares”). In connection with this opinion, we, as your French special counsel, have examined copies of the following documents:

i.	a copy of the ordinary and extraordinary general meeting of the shareholders of the Company held on June 10, 2004;
ii.	an Extrait K-bis of the Company, dated June 21, 2005, issued by the Registre du commerce et des sociétés of Nanterre on June 22, 2005; and
iii.	a copy of the by-laws (statuts) of the Company dated as of June 14, 2005 (the “Status”).

together with such other corporate documents and such questions of law, as we have considered necessary or appropriate for the purpose of this opinion.

     In connection with this opinion, we have examined originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company and other persons and such other documents, agreements and instruments, as we have deemed necessary as a basis for the opinion set forth below.

     In the context of such examination, we have assumed:

(a)	the genuineness of all signatures;
(b)	the authenticity of all documents submitted to us as originals;
(c)	the conformity with the originals of all documents submitted to us as copies;
(d)	that the meetings of the shareholders and of the board of directors of the Company have been duly convened and held, that all formalities required to be fulfilled prior to the convening of such meetings have been fulfilled, that the resolutions adopted at such meetings were duly adopted and that the minutes of such meetings accurately reflect the business carried out, and decisions made, at such meetings;
(e)	that the Shares will be issued during the period starting from the date of the extraordinary general shareholders’ meeting of June 10, 2004 and ending two years thereafter; and
(f)	that the Trust is validly existing under the laws of the State of California and has corporate power and authority to own and operate its assets and to conduct its business as described in the Business Objects Employee Benefits Sub-Plan Trust and to enter into and perform its obligations under the Business Objects Employee Benefits Sub-Plan Trust.

     “Generally Applicable Law” means the laws of the Republic of France (including the rules or regulations promulgated thereunder or pursuant thereto), that a French avocat exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company or the Shares. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company solely because of the specific assets or business of the Company or any of its affiliates.

     We are admitted to practice as avocats in the Republic of France. Our opinion set forth below is limited to Generally Applicable Law as presently in force and currently applied in the Republic of France as of the date hereof, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

     Upon the basis of such examination, subject to any matter not disclosed to us by the parties concerned and subject to the board of directors taking such actions as shall be required to cause Shares to be issued under the twenty-fourth resolution of the ordinary and extraordinary general shareholders’ meeting of June 10, 2004, we advise you that, in our opinion, any Shares to be issued pursuant to the shareholders resolution referred to above, to the extent they are:

• issued in compliance with the shareholders resolution referred to above, the board of directors’ decisions, the provisions of the relevant plan, the Status and then the applicable law, and

2

• are fully paid up in accordance with the shareholders resolution referred to above, the board of directors’ decisions and the provisions of the relevant Plan,

will be validly issued and fully paid up.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the related Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons the consent of whom is required under Section 7 of the Act.

Very truly yours,

/s/ Shearman & Sterling LLP

HL/sdlc
SLT

3

EX-23.1

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3) and related Prospectus of Business Objects S.A. for the registration of 2,500,000 of its ordinary shares and to the incorporation by reference therein of our report dated March 14, 2005, with respect to the consolidated financial statements and schedule of Business Objects S.A., Business Objects S.A. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Business Objects S.A., included in its Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
June 22, 2005

EX-23.2

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

     We consent to the reference to our firm under the caption “Experts” and to the use of our Report of Ernst & Young LLP, Independent Registered Public Accounting Firm dated July 18, 2003 (except for Note 2, as to which the date is September 16, 2003) with respect to the consolidated financial statements and financial statement schedules of Crystal Decisions, Inc. in the Registration Statement on Form S-3 and related Prospectus of Business Objects S.A. for the registration of 2,500,000 Business Objects ordinary shares.

/s/ Ernst & Young LLP

Vancouver, Canada
June 22, 2005

COVER

June 23, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

Re:	Business Objects S.A.
	Registration Statement on Form S-3 filed on June 23, 2005

Ladies and Gentlemen:

     In accordance with Regulation S-T, we are submitting herewith via Edgar for filing under the Securities Act of 1933, as amended, a Registration Statement on Form S-3, including exhibits thereto, on behalf of Business Objects S.A. (the “Company”) for the registration of 2,500,000 shares. Manually executed signature pages and consents have been signed prior to the time of this electronic filing and will be retained by the Company for five years.

     Pursuant to Rule 457(o), the Company has computed the fee due on the basis of the maximum aggregate offering price. Pursuant to Rule 13(c) of Regulation S-T, a wire transfer in the amount of $8,021.26 was submitted to the Commission’s lock-box in connection with this filing.

     Please direct any questions or comments regarding this filing to the undersigned at (650) 849-3124, Julia Reigel at (650) 320-4509 or Jack Sheridan at (650) 320-4631 and please provide any correspondence to us by facsimile at (650) 493-6811.

Sincerely,


WILSON SONSINI GOODRICH & ROSATI

Professional Corporation
 

/s/ Michael Post  

Michael Post