S-8

As filed with the Securities and Exchange Commission on August 8, 2006
333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

BUSINESS OBJECTS S.A.

(Exact name of Registrant as specified in its charter)

Republic of France	98-0355777
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

157-159 rue Anatole France
92300 Levallois-Perret
France

(Address, including zip code, of Registrant’s principal executive offices)

STOCK SUBSCRIPTION WARRANTS
FRENCH EMPLOYEE SAVINGS PLAN, as amended
2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN, as amended
2001 STOCK INCENTIVE PLAN, as amended

(Full titles of the Plans)

James R. Tolonen
Chief Financial Officer
Business Objects S.A.
c/o Business Objects Americas
3030 Orchard Parkway
San Jose, California 95134
(408) 953-6000

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

	Copies to:
Susan J. Wolfe, Esq.		John T. Sheridan, Esq.
Senior Vice President, General		Wilson Sonsini Goodrich & Rosati
Counsel and Secretary		Professional Corporation
Business Objects S.A.		650 Page Mill Road
c/o Business Objects Americas		Palo Alto, CA 94304-1050
3030 Orchard Parkway		(650) 493-9300
San Jose, California 95134
(408) 953-6000

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Securities	Amount to be	Offering Price	Aggregate	Registration
to be Registered	Registered (2)	Per Share	Offering Price	Fee
Ordinary Shares, nominal value €0.10 per share (1):
Stock Subscription Warrants	45,000	$28.62(3)	$1,287,867.06	$137.80
French Employee Savings Plan	400,000 (4)	$20.16(7)	$8,064,800.00	$862.93
2004 International Employee Stock Purchase Plan	1,000,000 (5)	$20.16(8)	$20,162,000.00	$2,157.33
2001 Stock Incentive Plan	7,500,000 (6)	$23.72(9)	$177,900,000.00	$19,035.30
Total Amount of Registration Fee				$22,193.37

(1)	American depositary shares evidenced by American depositary receipts that are issuable upon deposit of the Ordinary Shares with The Bank of New York as Depositary registered hereby have been registered pursuant to a separate Registration Statement on Form F-6, filed on October 15, 2003 (File No. 333-109712).
(2)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares which become issuable under the French Employee Savings Plan, the 2004 International Employee Stock Purchase Plan, the 2001 Stock Incentive Plan, or the Stock Subscription Warrants by reason of any stock dividend, stock split, capitalization of reserves, profits or premiums or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the Registrant’s issued and outstanding Ordinary Shares.
(3)	Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee, based on the actual price at which the Ordinary Shares issuable pursuant to the Stock Subscription Warrants may be subscribed (€22.31 per share), as converted into U.S. dollars using the Noon Buying Rate on June 6, 2006 of $1.2828.
(4)	Pursuant to Rule 429 under the Securities Act, the prospectuses relating to the French Employee Savings Plan and this Registration Statement also relate to the registration statements on Form S-8 with the following file numbers: 333-127373, 333-116870, 333-111089, 333-109275, 333-101105, 333-69376, 333-42670, 333-84341 and 333-42063.
(5)	Pursuant to Rule 429 under the Securities Act, the prospectuses relating to 2004 International Employee Stock Purchase Plan and this Registration Statement also relate to the registration statements on Form S-8 with the following file numbers: 333-127373 and 333-116870.
(6)	Pursuant to Rule 429 under the Securities Act, the prospectuses relating to 2001 Stock Incentive Plan and this Registration Statement also relate to the registration statements on Form S-8 with the following file numbers: 333-136410, 333-69376, 333-129434 and 333-109275.
(7)	Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee, on the basis of $20.16 per share (85% of $23.72, which was the average of the high and low prices of the Registrant’s American depositary shares as reported on the Nasdaq National Market on August 1, 2006).
(8)	Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $20.16 per share (85% of $23.72, which was the average of the high and low prices of the Registrant’s American depositary shares as reported on the Nasdaq National Market on August 1, 2006).
(9)	Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $23.72 per share, which was the August 1, 2006.

TABLE OF CONTENTS

EXHIBIT 5.1

EXHIBIT 10.24

EXHIBIT 10.52

EXHIBIT 10.72

EXHIBIT 23.1

BUSINESS OBJECTS S.A.
REGISTRATION STATEMENT ON FORM S-8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Explanatory Note

     This Registration Statement on Form S-8 is being filed for the purpose of registering the Registrant’s Ordinary Shares as set forth below.

1.	Stock Subscription Warrants This Registration Statement will register an aggregate of 45,000 of the Registrant’s Ordinary Shares to be issued to Mr. Jean-François Heitz, a non-employee director, pursuant to the exercise of stock subscription warrants, the “Warrant Shares.” Mr. Heitz is entitled to subscribe to the Warrant Shares following his exercise of the stock subscription warrants. Each stock subscription warrant is exercisable at a per share price of €22.31. The issuance of the stock subscription warrants was authorized by the Registrant’s shareholders pursuant to the fourteenth resolution of the Registrant’s ordinary and extraordinary meeting of shareholders on June 7, 2006. The stock subscription warrants were issued by the Registrant’s Board of Directors, the “Board,” on July 20, 2006 in favor of Mr. Heitz.
2.	French Employee Savings Plan This Registration Statement will register an additional 400,000 of the Registrant’s Ordinary Shares that may be issued in favor of employees eligible to participate in the Registrant’s French Employee Savings Plan, as amended, as authorized by the Registrant’s shareholders pursuant to the sixteenth resolution of the Registrant’s ordinary and extraordinary meeting of shareholders on June 7, 2006.
3.	2004 International Employee Stock Purchase Plan This Registration Statement will register an additional 1,000,000 of the Registrant’s Ordinary Shares that may be issued to the 2004 Business Objects S.A. Employee Benefits Trust under the Registrant’s 2004 International Employee Stock Purchase Plan, as amended, as authorized by the Registrant’s shareholders pursuant to the seventeenth resolution of the Registrant’s ordinary and extraordinary meeting of shareholders on June 7, 2006.
4.	2001 Stock Incentive Plan This Registration Statement will register an additional 7,500,000 of the Registrant’s Ordinary Shares that may be issued under the 2001 Stock Incentive Plan, as amended, as authorized by the Registrant’s shareholders pursuant to the eighteenth resolution of the Registrant’s ordinary and extraordinary meeting of shareholders on June 7, 2006.

     The aggregate number of Ordinary Shares to be registered hereunder in connection with the Stock Subscription Warrants, the French Employee Savings Plan, the 2004 International Employee Stock Purchase Plan and the 2001 Stock Incentive Plan is 8,945,000, the “Plan Shares.” Notwithstanding the registration hereunder of the Plan Shares, the Board of the Registrant has established a general limit on the total number of Ordinary Shares the Registrant may issue during any given calendar year, the “General Limit.” The General Limit is 3% of the Registrant’s share capital as of December 31 of the previous calendar year. The General Limit for 2006 is 2,859,112 Plan Shares.

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Item 3.     Incorporation of Documents by Reference.

     The following documents and information filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference:

1.	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Commission on March 16, 2006.
2.	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the Commission on May 10, 2006.
3.	The Registrant’s Current Reports on Form 8-K filed with the Commission on each of January 31, 2006, February 1, 2006 (except with respect to Item 2.02), February 8, 2006 (as amended on Form 8-K/A filed on February 9, 2006), February 9, 2006, February 10, 2006, March 7, 2006, March 31, 2006, April 6, 2006, April 7, 2006, April 26, 2006 (except with respect to Item 2.02), May 10, 2006, May 16, 2006, June 12, 2006, June 13, 2006 and July 26, 2006 (except with respect to Item 2.02); provided, however, that the Registrant does not incorporate by reference any information contained in, or exhibits submitted with, the Forms 8-K that was expressly furnished and not filed.
4.	The description of Registrant’s Ordinary Shares, nominal value €0.10 per share, contained in the Registrant’s Registration Statement on Form 8-A (File No. 0-24720).

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered under this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.

Item 4.     Description of Securities.

     Not applicable.

Item 5.     Interests of Named Experts and Counsel.

     None.

Item 6.     Indemnification of Directors and Officers.

     The indemnification and liability of the Registrant’s directors and Officers (as defined below) are governed by French law.

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     French law generally limits the ability of a French company to indemnify its (i) directors, as well as (ii) its chief executive officer (Directeur Général) and (iii) its deputy chief executive officers (Directeurs Généraux Délégués), (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 may in specified circumstances reimburse those fees and costs, to the extent permitted by the laws and regulations in effect, under an indemnification arrangement with the director or the Officer.

     Pursuant to French law, any indemnification arrangement between the Registrant and any of its directors or Officers must be approved by the Registrant’s shareholders. The Registrant has entered into indemnification agreements with its current directors and Officers pursuant to which the Registrant is obligated to purchase directors and officers liability insurance for all of its directors and Officers, each a “Beneficiary”, under which each Beneficiary is indemnified for any costs, damages or losses related to any litigation, suit, proceeding or claim, each a “Claim”, (including reasonable expenses, taxes, costs and fees related to the defense of such Claim) against such Beneficiary by reason of his position as a director or Officer of the Registrant, except in the case of any costs, damages or losses resulting from any gross or willful misconduct, fraudulent misrepresentation or breach of criminal laws and regulations by the Beneficiary. The Registrant’s current form of indemnification agreement was approved by the Registrant’s board of directors on March 31, 2004 and by the Registrant’s shareholders on June 10, 2004.

     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. Under French law, a company is responsible to third parties for the consequences of the decisions of its directors or Officers, such as violations of the laws and regulations applicable to French commercial companies, breaches of a company’s articles of association or mismanagement. If those decisions qualify as mismanagement for instance, the relevant director or Officer may be required 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. The Registrant has purchased directors and officers liability insurance for all of its directors and Officers, which is currently in effect. The coverage provided pursuant to such policy complies with the terms of the indemnification agreement described above.

Item 7.     Exemption from Registration Claimed.

     Not applicable.

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Item 8.     Exhibits.

Exhibit
Number	Description of Document
4.1 (1)	Form of Deposit Agreement, as amended and restated on October 15, 2003, among Business Objects S.A. and the Bank of New York, as Depositary, and holder from time to time of American Depositary Shares issued thereunder (including Exhibit A to Deposit Agreement).
5.1	Opinion of Shearman & Sterling LLP as to the validity of the Ordinary Shares that may be issued.
10.24	French Employee Savings Plan, as amended June 7, 2006.
10.25 (2)	2001 Stock Incentive Plan, as amended July 20, 2006.
10.52	2004 International Employee Stock Purchase Plan, as amended June 7, 2006.
10.72	Stock Subscription Warrant Agreement for Jean-François Heitz.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature page).

(1)	Incorporated by reference to Exhibit 1 to The Bank of New York’s registration statement on Form F-6 filed with the Commission on October 15, 2003 (File No. 333-109712).
(2)	Incorporated by reference to Exhibit 10.25 of the Registrant’s Current Report on Form 8-K filed with the Commission on July 26, 2006.

Item 9. 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;

               (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 the information in the Registration Statement;

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     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

               (2)     That, for the purpose of determining any liability under the Securities Act, each 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.

               (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 foregoing provisions, 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 certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, California, on August 7, 2006.

BUSINESS OBJECTS S.A.
By:	/s/ John G. Schwarz
	John G. Schwarz,
	Chief Executive Officer

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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John G. Schwarz and James R. Tolonen and each of them, acting individually, as his attorney-in-fact, with full power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 (including any post-effective amendments thereto) and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed on August 7, 2006, by the following persons in the capacities indicated.

Signature	Title	Date
/s/ John G. Schwarz      John G. Schwarz	Chief Executive Officer and Director (Principal Executive Officer)	August 7, 2006
/s/ James R. Tolonen      James R. Tolonen	Chief Financial Officer and Senior Group Vice President (Principal Financial and Accounting Officer)	August 7, 2006
/s/ Bernard Liautaud      Bernard Liautaud	Chairman of the Board of Directors	August 7, 2006
Bernard Charlès	Director
/s/ Jean-François Heitz      Jean-François Heitz	Director	August 7, 2006
/s/ Gerald Held      Gerald Held	Director	August 7, 2006
/s/ Kurt J. Lauk      Kurt J. Lauk	Director	August 7, 2006
/s/ Carl S. Pascarella      Carl S. Pascarella	Director	August 7, 2006
/s/ David Peterschmidt      David Peterschmidt	Director	August 7, 2006
/s/ Arnold N. Silverman      Arnold N. Silverman	Director	August 7, 2006

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Index to Exhibits

Exhibit
Number	Description of Document
4.1 (1)	Form of Deposit Agreement, as amended and restated on October 15, 2003, among Business Objects S.A. and the Bank of New York, as Depositary, and holder from time to time of American Depositary Shares issued thereunder (including Exhibit A to Deposit Agreement).
5.1	Opinion of Shearman & Sterling LLP as to the validity of the Ordinary Shares that may be issued.
10.24	French Employee Savings Plan, as amended June 7, 2006.
10.25 (3)	2001 Stock Incentive Plan, as amended July 20, 2006.
10.52	2004 International Employee Stock Purchase Plan, as amended June 7, 2006.
10.72	Stock Subscription Warrant Agreement for Jean-François Heitz.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included on signature page).

(1)	Incorporated by reference to Exhibit 1 to The Bank of New York’s registration statement on Form F-6 filed with the Commission on October 15, 2003 (File No. 333-109712).
(2)	Incorporated by reference to Exhibit 10.25 of the Registrant’s Current Report on Form 8-K filed with the Commission on July 26, 2006.

EX-5.1

Exhibit 5.1

Business Objects S.A.
European Headquarters
157-159 rue Anatole France
92300 Levallois-Perret
France

August 7, 2006

          Ladies and Gentlemen:

          Reference is made to the registration statement on Form S-8 (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 up to a maximum number of 8,945,000 ordinary shares nominal value 0.10 euro per ordinary share (the “Shares”), of which 45,000 ordinary shares will be issued pursuant to the exercise of 45,000 warrants authorized by the Company’s shareholders pursuant to the fourteenth resolution of the ordinary and extraordinary general meeting of shareholders of June 7, 2006, and granted by the board of directors of the Company on July 20, 2006 (the “Warrant”); 400,000 ordinary shares will be issued under the French Employees Savings Plan pursuant to the sixteenth resolution of the ordinary and extraordinary general meeting of shareholders of June 7, 2006; 1,000,000 ordinary shares will be issued in favor of the 2004 Business Object S.A. Employee Benefits Trust (the “Trust”) under the 2004 International Employee Purchase Plan pursuant to the seventeenth resolution of the ordinary and extraordinary general meeting of shareholders of June 7, 2006; and 7,500,000 ordinary shares will be issued under the 2001 Stock Incentive Plan pursuant to the eighteenth resolution of the ordinary and extraordinary general meeting of shareholders of June 7, 2006. 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 7, 2006;
ii.	a special statutory auditor’s report (“rapport des Commissaires aux avantages particuliers”) dated as of May 19, 2006;
iii.	statutory auditor’s report on the issuance of Warrants without preferential subscription right respectively relating to the fourteenth resolution (“rapport des

	Commissaires aux comptes sur l’émission de bons de souscription d’actions avec suppression du droit préférentiel de souscription”) dated May 10, 2006;
iv.	statutory auditor’s reports relating respectively to the sixteenth, seventeenth, and eighteenth resolutions of the ordinary and extraordinary general meeting of the shareholders of the Company held on June 7, 2006, dated May 10, 2006;
v.	a certified copy of the extract of the decision of the board of directors of the Company held on July 20, 2006 relating to the issuance of the Warrants; and
vi.	a certified copy of the by-laws of the Company dated July 20, 2006 (the “Statuts”);

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 relied as to certain matters on information obtained from officials of the Company and other sources believed by us to be responsible, and 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; and
(e)	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 2004 International Employee Stock Purchase Plan and to enter into and perform its obligations thereunder.

          “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

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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 fourteenth, sixteenth, seventeenth and eighteenth resolutions of the ordinary and extraordinary general meeting of the shareholders of the Company held on June 7, 2006, we advise you that, in our opinion, any Shares to be issued pursuant to the shareholders resolutions referred to above, to the extent that they are:

- issued in compliance with the shareholders resolutions referred to above, the board of directors decisions, the provisions of the relevant plan, the Statuts and the then applicable law, and

- fully paid up in accordance with the shareholders resolutions referred to above, the board of directors decisions and the provisions of the relevant plan,

will be validly issued, non-assessable and fully paid up.

          We understand that this opinion is to be used in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the heading “Legal Matters”. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Shearman & Sterling LLP

HL/MAO/arh

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EX-10.24

Exhibit 10.24

AMENDMENT TO THE PLAN DOCUMENT

PREAMBLE

a) The terms and conditions defined in this amendment (the “Amendment”) cancel and replace in their entirety the Plan Document implemented on October 28, 1998;

b) This Amendment in no way affects the unavailability periods of blocked funds or the tax treatment of sums previously invested by Company employees under the applicable Plan Document.

Article 1 of the Amendment: Subject:

The purpose of this Amendment is to set forth the terms applicable to the capital increase reserved to Plan participants decided by the Chief Executive Officer on June 15, 2006, in compliance with the delegation of the Board meeting of May 12, 2006, hereafter the “Capital Increase”.

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COMPANY SAVINGS PLAN DOCUMENT

Note: English version for information only – no legal value

Business Objects S.A. (“the Company”), a joint-stock company governed by a board of directors, headquartered at 157- 159 Rue Anatole France, 92300 Levallois-Perret, registered with the Company and Trade Registry of Nanterre under number B 379 821 994 and represented by Mr. Stéphane Massas, acting in his capacity as Vice President of European Human Resources,

Has established, under the provisions of Title IV of Volume IV of the Labor Code,

A company savings plan (“the Plan”), intended to permit both current employees and those who have retired or taken early retirement from the Company to build a securities portfolio with Company assistance, subject to the provisions of this Plan Document.

RECITALS

The Plan is intended to give Company employees a stake in its development and growth by purchasing Company shares under preferential conditions and holding them through the Business Objects Actionnariat company investment fund.

Other investment vehicles, including Capi-Equilibre, a diversified company investment fund and Capi-Sécurité, a secure company investment fund, are also available to participants wishing to diversify their investments.

This Plan Document sets forth in particular the terms applicable to the Capital Increase reserved to Plan participants decided by the Chief Executive Officer on June 15, 2006, in compliance with the delegation of the Board meeting of May 12, 2006. The Company shares purchased in the scope of this offer will be subscribed to via the Business Objects Relais September 2006 company investment fund, then promptly transferred to the Business Objects Actionnariat company investment fund.

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TITLE I – ENROLLMENT IN THE PLAN

Article 1 –who is eligible

1.1 All Company employees are eligible to join the Plan after having been “legally employed” by the Company for at least three months. “Legally employed”, in accordance with Labor law, means being an employee of the company, without subtracting for periods of suspension of the employment contract for whatever reason.

1.2 Retired Company employees, including those having taken early retirement, who joined the Plan before their departure and remained in the Plan from that date by maintaining their investment, whether partially or totally, in the Plan, may continue to make contributions to the Capi-Sécurité and Capi-Equilibre multi-company funds.

1.3 No voluntary contribution, except for that of an elective profit-sharing distribution payment, may be made as of the date of departure from the Company for any reason other than retirement or early retirement.

Article 2 – Enrollment formalities

Monetary contributions as well as the transfer of Company shares to the Plan entitle an employee to all rights attached to full Plan participation.

2.1 – Optional enrollment

Every Plan beneficiary making a voluntary contribution to the Plan fills in a participation form provided by the Company. Participation is effective from date of deposit of the form with the Human Resources Department of the Company.

2.2 – Automatic enrollment

As the amounts distributed within the scope of the statutory profit-sharing scheme are required to be paid into the Plan under the Company statutory profit-sharing agreement, no formalities for individual participation are therein required.

TITLE II – PLAN CONTRIBUTIONS

Article 3 – Origin of Plan contributions

Contributions can be made to the Plan by:

– The employee’s share of the special reserve of the statutory profit-sharing scheme under the terms of the profit-sharing agreement;

– The voluntary contribution of the elective profit-sharing distribution payment under the terms of the elective profit-sharing agreement;

– Other individual voluntary contributions;

– Company matching contributions, if so granted;

– Company shares resulting from an exercise of options granted under the provisions of Article L. 225-177 or Article L. 225-179 of the Commercial Code;

– The income and investment earnings on Plan assets, as well as the dividend and other tax credits applicable thereto, except certain income and products of the shares resulting from the exercise of the foregoing mentioned options, i.e the dividends, the avoir fiscal and the related tax credit and the cash resulting from the sale of the fractional rights under share capital increases by incorporation of profits, reserves and premiums.

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Article 4 – Contribution Methods

4.1 – Statutory profit-sharing

Under the provisions of Article R. 442-10 of the Labor Code, the distribution of the statutory profit-sharing special reserve must be made to its beneficiaries before the first day of the fourth month following the closing of the fiscal year to which the distribution applies. After that date, the Company must calculate and add interest at a rate fixed by law to the profit-sharing payment. The interest must be paid at the same time as the principal and under the same conditions.

4.2 – Voluntary contributions

All Plan beneficiaries as defined under the clause 1.1 herein may make voluntary contributions to the Plan.

The total annual amount of the sums contributed by the Plan participant may not exceed the legal ceiling which, as of the date of this Plan Document, is one-quarter of the participant’s annual gross salary if an employee and one-quarter of the pension amount received per year if the participant is retired or has taken early retirement. Only voluntary contributions, defined as elective profit-sharing distribution amounts, regular and special contributions are taken into consideration for purposes of calculating the maximum annual contribution, not the other means of contribution.

4.2.1 – Elective profit-sharing distribution payment

Under the applicable Company elective profit-sharing agreement, the beneficiary of an elective profit-sharing plan may elect to contribute all or a part of his/her elective profit-sharing distribution payment.

4.2.2 – Regular contributions in the scope of annual savings plan

The employee participant may make voluntary contributions in the scope of an annual savings plan, wherein the participant fixes an annual contribution amount at the time of joining the Plan. The annual contribution amount may be increased or decreased at the beginning of each calendar year, and shall be equal to a minimum of 160.00 euros per year.

Contributions, divided into four parts, are automatically deducted from the employee’s salary the last month of each quarter. Contributions can nonetheless be suspended, increased or decreased in the course of the year, as long as the Human Resources department is notified before the 5^th of the month of the relevant suspension, increase or decrease.

4.2.3 – Special contributions

4.2.3.1 –Independent of any regular contributions, a participant may make special contributions to the Plan.

Special contributions are possible at any time, either by check or by payroll deduction.

4.2.3.2 –If the participant makes a special contribution to the Plan within the scope of the Capital Increase, the amount of this contribution may not exceed:

(i) Either 10% of the gross salary paid to the participant between March 1, 2006 and August 31, 2006, with the additional limitation that the authorized subscription amount is capped under section 423(b)(8) of the United States Internal Revenue Code of 1986, as amended;

(ii) Or the exchange value of 500 “parts” of the Business Objects Relais September 2006 fund.

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The maximum number of “parts” of the Business Objects Relais September 2006 fund to be purchased by the participant, within the limits set forth in (i) and (ii), is then multiplied by the total number of available shares in the scope of the offer and divided by the maximum number of Business Objects Relais September 2006 fund “parts” to be purchased by all employees, within the limits set forth in (i) and (ii), and finally rounded down to a whole number.

4.2.4 – Contribution of Company shares resulting from the exercise of options

When the stock option beneficiary consents, subject to the conditions described under Article L. 225-177 or Article L. 225-179 of the Commercial Code, to use the holdings that s/he has under the Plan to exercise options, the resulting shares assigned to the participant are placed in the Plan.

Article 5 – income, dividend and other tax credits

The income and return on amounts placed in the Plan are automatically reinvested therein. The same applies to relevant dividend and other tax credits, for which a refund will be requested from the administration.

Notwithstanding the foregoing provisions, certain incomes or products of shares resulting from the exercise of options in accordance with the Article L 225-177 or Article L225-179 of the Commercial Code will not be reinvested in the Plan and will be paid to their owners. These incomes and products are dividends, the avoir fiscal and any other tax credit, as well as the cash resulting from the sale of the fractional rights under share capital increases by incorporation of profits, reserves and premiums.

TITLE III – ADMINISTRATION OF SUMS AND SHARES TO BE PAID INTO THE PLAN AND PARTICIPANT ASSETS

Article 6 – Investment Vehicles

6.1 – Investment of sums paid into the Plan

Sums paid into the Plan are used to purchase “parts”:

– Of the Business Objects Actionnariat company investment fund, registered with the French securities and exchange commission (“AMF”) under number 07127, governed by Article L. 214-40 of the Monetary and Financial Code;

– Of the Capi-Equilibre multi-company fund, registered with the French securities and exchange commission (“AMF”) under number 01538, governed by Article L. 214-39 of the Monetary and Financial Code;

– Of the Capi-Sécurité multi-company fund, registered with the French securities and exchange commission (“AMF”) under number 03935, governed by Article L. 214-39 of the Monetary and Financial Code;

– Of the Business Objects Relais September 2006 multi-company fund currently in approval stages with the French securities and exchange commission (“AMF”) governed by Article L. 214-40 of the Monetary and Financial Code.

These funds together are referred to as the “Funds” herein.

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The official Fund Document is available to all participants. All participants receive the relevant summary information.

The administration of the funds is provided by:

– Fongépar Gestion Financière, a joint-stock company, headquartered in Paris at 10 Place de Catalogne registered with the Paris Trade Registry under number B451 419 774, as the portfolio management company;

– Ixis Investor Services, a limited company, headquartered inArcueil (Val de Marne), 16 rue Berthollet, registered with the CréteilTrade Registry under number 438 992 406, as trustee.

– Fongépar a limited company headquartered in Paris, 10 Place de Catalogne registered with the Paris Trade Registry under number B 692 042 310 as the Plan administrator.

6.2 – Investment of Company shares placed into the Plan

The Company shares deposited into the Plan, as per the paragraph “ Contribution of Company shares resulting from the exercise of options” from the “Methods of payment” article herein, are held in the individual securities accounts opened in the name of the participants, hereinafter “individual securities accounts”.

The share custodian is the Bank BNP PARIBAS Securities Services, , a joint-stock company with a capital of 165,279,835 euros, headquartered in Paris at 3 rue d’Antin, 75002 Paris, registered with the Paris Trade Registry under number 552 108 011.

Article 7 – Use of sums paid in and management of participant holdings

7.1 – Statutory profit-sharing plan special reserve

The participant chooses the Fund(s) into which his or her statutory profit-sharing distribution is paid. S/he in particular decides, where applicable, the allocation of the amounts between the various funds. If the administrator is not notified of the participant’s choice, the statutory profit-sharing distribution amount is automatically deposited into Capi-Sécurité.

7.2 – Elective profit-sharing distribution

When a beneficiary decides to invest all or a part of his elective profit-sharing distribution payment into the Plan, s/he chooses the Fund(s) into which the amounts will be deposited. S/he specifically decides, where applicable, the allocation of the amounts between the various funds. But if the administrator is not expressly notified of the participant’s choice, the statutory profit-sharing distribution amount won’t be deposited into the Plan but will be deposited into his/her account on which his/her salary is paid.

7.3 – Regular contributions

When a beneficiary decides to regularly contribute to the Plan, s/he may choose the fund(s) from the Capi-Equilibre and Capi-Sécurité funds. S/he specifically decides, where applicable, the allocation of the amounts between the various funds. If the administrator is not notified of the participant’s choice, the statutory profit-sharing distribution amount is automatically deposited into Capi-Sécurité. This assignment remains valid for the duration of the fiscal year.

7.4 – Special contributions

When a beneficiary decides to make a special contribution to the Plan, s/he chooses the fund(s) from among the Capi-Equilibre and Capi-Sécurité funds into which the amounts will be deposited. S/he

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specifically decides, where applicable, the allocation of the amounts between the various funds. If the administrator is not notified of his/her choice, the statutory profit-sharing distribution amount is automatically deposited into Capi-Sécurité.

Nonetheless, if the participant makes a special contribution to the Plan in the scope of the Capital Increase, s/he may choose the fund(s) from among Business Objects Relais September 2006, Capi-Equilibre and Capi-Sécurité into which the amounts will be deposited. S/he specifically decides, where applicable, the allocation of the amounts between the various funds.

7.5 – Arbitrage from one fund to another

Any bearer of “parts” of any one of the following three funds: Business Objects Actionnariat, Capi-Equilibre and Capi-Sécurité, may request the transfer of all or a part of his/her holdings in a fund to one of the other two funds, or to both, within the following guidelines:

– Arbitrage may be requested at any time. To be processed on the basis of a valuation price, the arbitrage request must be made via the Sesalis website by 4:00 pm at the latest the day before the valuation price is set;

– An arbitration may apply to holdings which are either available or blocked;

– No arbitrage of Business Objects Actionnariat “parts” can be processed if they have not been fully paid;

– No arbitrage of Business Objects Actionnariat “parts” can be processed if the sums paid to purchase these same “parts” were subject to an employer contribution as set forth in Article L. 443-7 of the Labor Code.

7.6 – Income, dividend and other tax credits

For each fund, the income and investment earnings on amounts placed in the funds, in addition to the dividend and other tax credits applicable thereto, are reinvested in the fund

The Company shares held in individual securities accounts, the income, dividends and applicable dividend tax credits are paid to the owners of the shares. Payments in kind (bonus shares or other amounts) are reinvested in the individual stock accounts.

Article 8 –participant assets

A portfolio manager keeps the accounts of Plan participants’ individual invested amounts. Each Plan participant is the holder of an account opened in the books of said portfolio manager. This account is updated upon each contribution or withdrawal.

Plan participants’ assets are expressed:

– In “parts” and, where applicable, in fractions thereof, in the company investment fund or a multi-company fund, with each fund “part” equaling the same value of holdings included in said fund. Each participant is the owner of a number of “parts” and fractions thereof purchased via the sums paid in his or her name;

– in Company shares.

Fongépar a limited company, whose head office is located in Paris at 10 Place de Catalogne, registered with the Paris Trade Registry under number B 692 042 310 serves as the portfolio manager for the Plan regarding the shares of the Company investment funds.

BNP PARIBAS Securities Services, a joint-stock company with a capital of 165,279,835 euros, headquartered in Paris at 3 rue d’Antin, 75002 Paris, registered with the Paris Trade Registry under number 552 108 011 serves as the portfolio manager for the Plan regarding the shares resulting from the exercise of the options.

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TITLE IV – UNAVAILABILITY AND PAYMENT

Article 9 – Unavailability of assets and requests for withdrawal

9.1 – Amounts paid into the Plan

Amounts paid into the Plan are unavailable before the expiration of a five-year period, counting from the first day of the fourth month of the fiscal year in which the amounts were paid into the Plan.

The transfer of blocked holdings from one investment vehicle to another within the Plan under the conditions described in the paragraph entitled “Arbitrage from one fund to another” from the article entitled “Use of sums paid in and management of participant holdings “of this Plan Document does not affect the remaining duration of legal unavailability.

The participant may request that the amounts be released before the expiration of the unavailability period under the exceptional circumstances set forth in Article le R. 442-17 of the Labor Code.

As of the date of signature of this Plan Document, such circumstances are defined as the following:

a) Participant’s marriage or signing of a domestic partnership agreement;

b) Birth of a child or arrival of a child in participant’s household for purposes of adoption when the household already includes two dependent children;

c) Divorce, separation or a dissolution of a domestic partnership agreement when formalized by a court decision assigning sole or shared custody of at least one child to the Plan participant;

d) Disability of participant, one of his/her children, a spouse or the person with whom s/he has entered into a domestic partnership agreement. This disability must fall within the definition provided in sections 2 and 3 of Article L. 341-4 of the Social Security Code and must be recognized by a decision of the Functional Commission on Counseling and Rehabilitation as per Article L. 323-11 or of the Regional Commission on Special Education if the disability rate reaches at least 80% and the person does not exercise any professional activity;

e) Death of the participant, a spouse or of the person with whom s/he has entered into the domestic partnership agreement;

f) Termination of the employment contract if the participant is an employee or termination of the term of office if the participant is a person mentioned in the third paragraph of Article L. 443-1 of the Labor Code;

g) Allocation of saved sums to: the creation or purchase of an industrial, commercial, craft or agricultural firm, by the participant, one of his/her children, a spouse or the person with whom s/he has entered into a domestic partnership agreement, either individually, or in the form of a company, as long as control is in fact exercised as per Article R. 351-43; the setting up of another non-wage-earning professional activity; or the purchase of partnership shares in a cooperative production society;

h) Allocation of saved sums to the purchase of or addition to a primary residence which creates a new livable area as defined in Article R. 111-2 of the Construction and Housing Code, as long as a construction permit or preliminary building declaration exists, or to the repair of the primary residence following damaged sustained in a natural disaster as so classified by ministerial order;

i) Participant’s excessive debt as defined in Article L. 331-2 of the Consumer Code, upon request addressed to the employer’s company savings plan administrator, either by the president of the Commission of Individual Excessive Debt, or by a court, when the release of the amounts held is deemed necessary to the participant’s discharge of debts.

The participant’s request must be made within six months of the event prompting the request, except in the case of employment termination; death of a spouse or the person with whom s/he has entered into a domestic partnership agreement; disability; or excessive debt, which may occur at any time.

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9.2 – Company shares contributed to the Plan

Company shares contributed to the Plan, as per paragraph 4.2.4 “Contribution of Company shares resulting from the exercise of options” from Article 4 herein entitled “Payment methods”, are unavailable before the expiration of a five-year period, counting from the date of the stock options exercise.

9.3 – Death of Plan participant

In case of the Plan participant’s death, his/her legal successors may request the liquidation of holdings.

Article 10 – Withdrawal of assets

Following expiration of the holding unavailability period, the participant may choose to request a withdrawal of all or a part of the holdings, or to stay in the Plan and continue to benefit from the advantages offered.

10.1 – Assets invested in the funds

For assets invested in the funds, requests for withdrawal are processed according to the procedures set forth in the fund regulations. In order to be processed on the basis of a valuation price, written requests accompanied by any necessary supporting documents, must be received no later than the day before the setting of the valuation price by the portfolio management company.

Early release of funds shall be made in a single payment of either part or all of the invested amounts, as directed by the employee.

10.2 – Company shares kept in individual stock accounts

For Company shares kept in individual stock accounts, withdrawal requests are sent to the depositary bank and are met by cash payment of the amount of the sale of the shares after deduction of applicable taxes and fees.

Article 11 – Employee departure

When a Plan account holder leaves the Company without asserting his/her rights to released accounts or before the Company is able to liquidate all of participant’s holdings as of the departure date:

– The participant is furnished with a summary of his/her holdings to be filed in the company savings bankbook, separately listing the available holdings and including all necessary information to liquidate or transfer holdings;

The participant is asked to furnish the address where s/he shall receive the notices relevant to his accounts;

– The participant is informed of the necessary steps to inform the Plan of any change of address.

When the account holder cannot be reached at his/her last known address, the holdings to which s/he has claim are retained by the company savings plan administrator, which shall proceed to liquidate after expiration of the 30 years’ prescription and pay the amount thus obtained to the Treasury Department.

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TITLE V – INFORMATION, TAX AND SOCIAL REGIME, FEES

Article 12 – Participant Information

12.1 – How the Plan works

The staff members are informed of the existence and content of this Plan Document which is posted on the “Human Resources” Web site of the Company.

All new hires also receive a copy of this Plan Document.

This Plan Document is furnished to employees upon request.

Any modification to the Plan Document is communicated to all Plan participants and Company employees by being posted on the “Human Resources” Web site of the Company, and, at the case may be, also by sending of a release and/or a note.

A notice distributed to the beneficiaries wherein the nature and details of the offer are explained precedes every Company capital increase reserved to Plan participants.

12.2 – Position of assets, investment methods and miscellaneous information

12.2.1 –Individual account statements

Each participant receives an account statement indicating the breakdown of their assets and their availability date:

– following each transaction (contribution, withdrawal or arbitrage);

– at least once a year, on December 31.

12.2.2 – Voice response system

Plan participants may use voice response system to consult their individual account(s) and to obtain general information concerning the proposed investment vehicles, regulations and release of funds.

12.2.3 – Internet

Plan participants may use the Internet to consult their individual account(s) and to obtain general information concerning the proposed investment vehicles, regulations and release of funds. They may also use the Internet to withdraw their available holdings, in compliance with the specifics conditions defined by Fongépar.

12.2.4 – Fund management report

Each “part” holder receives at least once a year a fund management report on the activities of the previous year for each of the funds in which s/he has holdings. This report is first submitted to the approval of the Fund supervisory board

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Article 13 – Tax and social regime

Amounts paid into the Plan stemming from the special reserves for the statutory and elective profit-sharing schemes are not subject to personal income tax. Nor are these sums subject to the levies described in employment and social security legislation. They are, however, subject to the “CSG” (generalized social levy) and “CRDS” (social security debt reduction contribution) charges.

Moreover, under the reinvestment terms set forth in the articles entitled “Origin of Plan contributions” and “Income, dividend and other tax credits” of this Plan Document, the income and returns on amounts invested in the Plan, as well as the dividend and other tax credits applicable thereto are not subject to income tax.

Finally, capital gains on the holdings are not subject to income tax, but are subject to “CSG” (generalized social levy), “CRDS” (social security debt reduction contribution), and other social charges.

Article 14 – Plan administration fees

14.1 – Portfolio management fees

The portfolio management fees for Plan participants’ accounts are paid by the Company.

In case of corporate bankruptcy reorganization or liquidation, the fees will be payable by the participants.

14.2 – Other fees

In order to facilitate the savings of its participants, the Company pays:

– the fund entry fees, except when due to arbitrage between funds;

– Service charges, auditor’s fees, and brokerage fees for the Business Objects Actionnariat fund;

– Custodial fees for Company shares.

Participants pay:

– the fund entry fees when they are due to arbitrage orders between funds;

– Service charges, auditor’s fees, and brokerage fees for Capi-Sécurité and Capi-Equilibre.

TITRE V – MISCELLANEOUS PROVISIONS

Article 15 – Conflict resolution

Any participant claim regarding the administration of the Plan should be forwarded to the Company, in writing, setting out the nature of the request. If the claim cannot be settled, the case will be heard before a court of competent jurisdiction.

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Article 16 – Entry into effect, duration, modifications and termination of plan

16.1 – Entry into effect and duration of Plan

This Plan Document shall take effect as of October 28, 1998. They are to apply for the duration of the fiscal year, and can be renewed by tacit agreement by fiscal year periods.

The fiscal year of the Plan begins January 1 and ends December 31. The first fiscal year will end December 31, 1999 and is therefore, exceptionally, of a longer duration.

16.2 – Modifications and termination of the Plan

The signatory of this Plan Document may modify or terminate the Plan. Any such decision is recorded through written amendment to the Plan Document. Modifications or termination shall take effect as per the conditions set forth in the amendment.

ARTICLE 17 – Consultation between labor and management

In conformity with Article L.443-1 of the Labor Code, the Plan Document was submitted to Company labor and management for their input. The Workers’ Council was consulted. The meeting minutes of the Workers’ Council meeting wherein its input was requested is annexed to this Plan Document.

ARTICLE 18 – Final clauses

Five original copies of the Plan Document and its annexes shall be, at the Company’s request, immediately deposited by registered letter, with the relevant Regional Labor, Employment and Continuing Education Department to which the Company is assigned.

In conformity with Article L.443-1 of the Labor Code, the Company labor-management was consulted on the proposed draft of this Amendment to the Plan Document, at least 15-days before its deposit.

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Article 2 of the Amendment: Coming into force

The Amendment will be effective as of June 16, 2006.

Stéphane Massas
VP European Human Resources
Executed in Levallois-Perret, June 16, 2006, in ten original copies

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EX-10.52

Exhibit 10.52

BUSINESS OBJECTS S.A.
2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,

adopted on June 10, 2004

as amended on June 7, 2006

     The following terms and conditions constitute the provisions of the 2004 International Employee Stock Purchase Plan of Business Objects S.A, as approved by the extraordinary general meetings of shareholders of June 10, 2004 and amended by the Board at its meeting on October 21, 2004 and by the extraordinary general meetings of shareholders of June14, 2005 and June 7, 2006.

1. Purpose.

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

2. Definitions.

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

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

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

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

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

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

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

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

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

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

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

by statute or by contract, the employment relationship will be deemed to have terminated on the 91^st day of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis) that the definition of Employee will or will not include an individual if he or she: (1) has not completed at least two years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (2) customarily works not more than 20 hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (3) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (4) is an officer or other manager, or (5) is a highly compensated employee under Section 414(q) of the Code.

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

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

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

(O) “Offering Period” shall mean a period of approximately six (6) months, commencing on the first Trading Day on or after May 1 and terminating on the first Trading Day on or after the following November 1, or commencing on the first Trading Day on or after November 1 and terminating on the first Trading Day on or after the following May 1, at the beginning of which an option may be granted and at the end of which an option may be exercised pursuant to the Plan. The duration of Offering Periods may be changed pursuant to Section 4 of this Plan.

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

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

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

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

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

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

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

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

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

3. Eligibility.

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

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

4. Offering Periods.

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

5. Participation.

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

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

6. Payroll Deductions.

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

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

     (C) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by (i) properly

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

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

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

7. Grant of Option.

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

8. Exercise of Option

     (A) With respect to each Exercise Date, the Company shall issue Shares to the Trust in accordance with Section 1.3 of the Trust, sufficient to meet its obligations to participating Employees under the Plan. Unless a participant withdraws from the Plan as provided in Section 10 hereof, notice of exercise of his or her option shall be deemed to have been given by the participant and his or her option for the subscription of Shares (in the form of ADSs) shall be exercised automatically by the Trustee on the Exercise Date, and the maximum number of full shares subject to such option shall be subscribed for such participant by the Trustee at the applicable Subscription Price with the accumulated payroll deductions in his or her account with the Trust. Per Company’s instruction, the Custodian issues the subscribed Shares and delivers them to the Depositary which converts the Shares into ADSs; provided, however, no Shares shall be subscribed which would result in the Employee receiving a fractional ADS; any payroll deductions accumulated in a participant’s account which are not sufficient to subscribe a full ADS shall be retained in the participant’s account for use in the subsequent

Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other funds left over in a participant’s account (whether due to withdrawal by the participant from the Plan pursuant to Section 10, termination of the Plan in accordance with Section 19, or otherwise) after the Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s option to subscribe ADSs hereunder is exercisable only by him or her.

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

9. Delivery

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

10. Withdrawal; Termination of Employment

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

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

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

Subsidiary or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.

11. Interest

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

12. SHARES

     (A) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18, the maximum number of Shares which will be made available for sale under the Plan will be:

     – 700,000 Shares approved at extraordinary shareholders’ meetings on June 14, 2005. This authorization will expire on December 14, 2006.

     – 3,000,000 Share per calendar year (“Special Limit”), being stipulated that the total number of shares issued during each calendar year under the sixteenth, the seventeenth, the eighteenth, the nineteenth and the twentieth resolutions of the Company’s shareholders meeting held on June 7, 2006 shall not exceed, for each concerned calendar year, 3% of the Company’s share capital as of December 31 of the previous calendar year (“General Limit”).

     Capital increases to meet the Company’s obligations under the Plan shall be determined and approved at extraordinary shareholders’ meetings to be held at the same time as the annual shareholders’ meetings of the Company, as necessary.

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

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

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

13. Administration

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

14. Designation of Beneficiary

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

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

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

15. Transferability

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

16. Use of Funds

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

17. Reports

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

18. Adjustments Upon Changes in Capitalization

     (A) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of

the Company, or other change in the corporate structure of the Company affecting the Shares such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator will, in such manner as it may deem equitable, adjust the number and class of Shares which may be delivered under the Plan, the Subscription Price per Share and the number of Shares covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 7.

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

     (C) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Administrator determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Exercise Date (the “New Exercise Date”) or to cancel each outstanding right to subscribe and refund all sums collected from participants during the Offering Period then in progress. If the Administrator shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for his option has been changed to the New Exercise Date and that his option will be exercised automatically on the New Exercise Date, unless prior to such date he has withdrawn from the Offering Period as provided in Section 10 hereof. For purposes of this paragraph, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to subscribe, for each share of option stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of ordinary shares for each Share held on the effective date of the transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Shares and the sale of assets or merger.

19. Amendment or Termination

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

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

each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan.

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

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

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

          (iii) allocating Shares.

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

20. Notices.

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

21. Conditions Upon Issuance.

     Neither Shares nor ADSs or ADRs shall be issued with respect to an option unless the exercise of such option and the issuance and delivery of such ADSs or ADRs pursuant thereto, as well as the issuance of shares from the Company to the Trust and the transfer of shares from the Trust to the Employees, shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, French Commercial Code, and the requirements of any stock exchange upon which the Shares or ADSs may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

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

22. Term of Plan

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

23. Governing Law and Jurisdiction

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

*

* * *

Exhibit A

BUSINESS OBJECTS S.A.

2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

PARTICIPATION AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Employee’s Taxpayer

Identification Number (SS#):

Employer:

Employee’s Address:

                                                            
Signature of Employee

Date:                     

Exhibit B

BUSINESS OBJECTS S.A.

2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

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

Name and Address of Participant:

Signature:

Date:

Exhibit C

BUSINESS OBJECTS S.A.

2004 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

2004 BUSINESS OBJECTS S.A. EMPLOYEE BENEFITS TRUST AGREEMENT

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

RECITALS:

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

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

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

ARTICLE 0
DEFINITIONS

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

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

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

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

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

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

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

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

(I) “Employee” shall mean any individual who is an Employee of the Company or a Designated Subsidiary for tax purposes. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or a Designated Subsidiary.

Where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to have terminated on the 91^st day of such leave.

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

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

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

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

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

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

ARTICLE I
CREATION AND FUNDING OF TRUST

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

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

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

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

ARTICLE II
EMPLOYEE ACCOUNTS

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

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

ARTICLE III
DISTRIBUTIONS

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

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

ARTICLE IV
NAME, DURATION AND TERMINATION OF TRUST

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

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

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

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

ARTICLE V
PURPOSE OF TRUST AND LIMITATIONS OF TRUSTEE

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

ARTICLE VI
POWERS OF THE TRUSTEE

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

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

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

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

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

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

ARTICLE VII
AMENDMENT OF TRUST AGREEMENT

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

ARTICLE VIII
ACCEPTANCE BY TRUSTEE

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

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

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

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

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

ARTICLE IX
TRUSTEE’S EXPENSES

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

ARTICLE X
RESIGNATION AND REMOVAL OF TRUSTEE

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

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

ARTICLE XI
GOVERNING LAW

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

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

ARTICLE XII
SEVERABILITY

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

ARTICLE XIII
COUNTERPARTS

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

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

“Company”	Business Objects S.A., a corporation organized under the laws of the Republic of France
	By: Bernard Liautaud
	President and Chief Executive Officer
“Trustee”	Allecon Stock Associates, a corporation organized under the laws of the State of Michigan, United States
	By: James Mc Bride
	President

EX-10.72

Exhibit 10.72

BUSINESS OBJECTS S.A.

STOCK SUBSCRIPTION WARRANTS AGREEMENT

The terms and conditions of the warrants (“the Warrants”) which give right to subscribe to a maximum of 45,000 ordinary shares of 0.10 euro nominal value each of Business Objects S.A., a société anonyme organized under the laws of French Republic (the “Company”) have been set by the Company’s board of directors at its meeting held on July 20, 2006. A copy of an extract of the minutes of this Company’s board of directors meeting held on July 20, 2006, is attached hereto as Exhibit A.

This stock subscription warrants agreement and its exhibits (the “Agreement”) is made by and between the Company and Mr. Jean-François Heitz (the “Holder”). For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as set forth below.

1. General

The Holder, any subsequent holder or assigns as further defined hereunder, is entitled to subscribe from the Company, a maximum of 45,000 ordinary shares of 0.10 euro nominal value each of the Company, subject to adjustment in accordance with the terms and conditions fixed by the Company’s board of directors on July 20, 2006 (“the Warrant Shares”), at an exercise price of 22.31 euros per share, subject to adjustment in accordance with the terms and conditions fixed by the Company’s board of directors on July 20, 2006, (the “Warrant Price”), and subject to the vesting provisions of section 2 hereof. These 45,000 Warrant Shares are underlying to the Warrants granted and issued by the Board of directors of the Company at the meeting held on July 20, 2006, in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 7, 2006.

2. Exercise period and vesting schedule

     (a) To the extent the Warrants have then vested pursuant to Section 2(b) below, they shall be exercisable in whole or in part by the Holder hereof, provided however that upon termination of the Holder’s membership on the Company’s board of directors, these Warrants shall remain exercisable for a period of 90 days.

     (b) These Warrants may be exercised for up to 15,000 shares on or after June 1, 2007, up to an additional 15,000 shares on or after June 1, 2008, and up to an additional 15,000 shares on or after June 1, 2009.

     (c) These Warrants may be exercised in one or several lots, but at the latest on the earlier of the two following dates : (i) on July 20, 2013, or (ii) in case of termination of the term of office as Director of the Company, within 90 days following such termination date.

     (d) On the 91^st day thereafter, the Holder agrees to sell to the Company the non-exercised Warrants for an aggregate price of 1 euro and the Company agrees to purchase such non-exercised Warrants the Holder agreed to sell to the Company for an aggregate price of 1 euro. The Holder hereby grants on his behalf and on behalf of any assignee of the Holder, all power and authority to the Company to register in its books the transfer of all such non-exercised warrants as from the 91^st day following the termination referred in paragraph (c) above. Then the Company’s board of directors will cancel and void such repurchased non-exercised Warrants.

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3. Exercise of Warrants.

The Warrants may be exercised by the Holder hereof, in accordance with section 2 hereof, by (i) notification of exercise by registered mail to the Company together with a share subscription form (bulletin de souscription) in the form attached hereto, duly completed and signed by the Holder and (ii) full payment of the Warrant Price for the Warrant Shares to be issued with respect to which the Warrants are exercised. The Warrant Price may be paid exclusively in euros, in cash, by check or by wire transfer. In the event of the exercise of the Warrants, confirmations or “attestations d’inscription en compte” shall be delivered by BNP Paribas, or its successor, which administers the Company’s registered shares account and the Warrants account to the Holder, indicating the number of ordinary shares such Holder holds within a reasonable time. The Warrants shall be deemed exercised on the date on which the Company receives payment of the Warrant Price irrespective of the date of delivery of the notification of exercise and/or the subscription form. Any applicable taxes shall be the sole responsibility of the Holder and not of the Company.

4. Adjustment of Warrants .

In the event that the Company proceeds to any transaction mentioned in Articles L. 228-98 to L. 228-106 of the French Commercial code and in Article 242-8 to Article 242-16 of the French decree n° 67-236 of March 23, 1967, the rights of the Holder of the Warrants shall be adjusted in accordance with the terms and conditions fixed by the Company’s board of directors of July 20, 2006.

5. Non transferability of Warrants.

     (a) Except as provided in sub-section (b) below, the Holder hereby agrees not to sell, pledge, hypothecate, transfer, or dispose of the Warrants of in any manner other than by will or laws of descent or distribution and that the Warrants may be exercised, during the lifetime of the Holder, only by the Holder.

     (b) The transfer of these Warrants to the Holder’s Immediate Family shall be exempt from the provisions of section 5(a), provided however that the transferee agrees to be bound by and comply with the provisions of this Agreement, and signs a consent in the form attached hereto. « Immediate Family » as used herein shall mean the spouse, a direct descendant or ascendant, a brother or a sister of the Holder.

     (c) This Agreement is not transferable by endorsement or any other means and does not constitute evidence of ownership. If and when allowed, assignment of all or part of these Warrants may only be completed by notifying the form of assignment attached hereto, duly completed and signed by the Holder.

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6. Merger or public offer

In the event of merger of the Company, the Holder of the Warrants will be notified and given the same information as if he or she were a shareholder in order to make an investment decision as to whether to exercise his vested Warrants. Moreover, in the event of a merger or a public offer on the Shares of the Company, in case of unvested Warrants, the Company’s board of directors may, in its sole discretion and as an exception to section 2(b) hereof, decide to accelerate the vesting date for exercise the Warrants before the vesting date specified in section 2(b) above.

7. Applicable law.

These Warrants and this Agreement are subject to the laws of the French Republic.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on August 1, 2006.
All signed copies of this Agreement shall be deemed originals.

/s/ John Schwarz	/s/ Jean-François Heitz
BUSINESS OBJECTS S.A.	The Holder
By: John Schwarz
Chief Executive Officer

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Exhibit A

BUSINESS OBJECTS S.A.
Société anonyme
with a share capital of 9,639,564.20 euros
Registered office : 157-159rue Anatole France
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
                                        
Board of Director
Meeting of July 20, 2006

Extract of the minutes

English Translation for information only

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Issuance of warrants to subscribe up to 45,000 Ordinary Shares reserved for Mr. Jean-François Heitz; correlative amendment of the articles of association and approval of the related complementary Board report

     The Chairman reminded the Board that the Extraordinary General Meeting of Shareholders on June 7, 2006 (the “Shareholders Meeting”), under its fourteenth resolution, authorized the Board to issue, free of charge, warrants to subscribe up to 45,000 Ordinary Shares, as well as the correlative issuance of these Ordinary Shares, reserved for Mr. Jean-François Heitz.

     The Chairman reminded the Board that the Shareholders Meeting waived under the foregoing mentioned resolutions, the statutory preferential right of the shareholders to subscribe to the warrants and to reserve the right to subscribe to such warrants to Mr. Jean-François Heitz. Moreover the Chairman reminded that the issuance of the warrants entails, for the benefit of Mr. Jean-François Heitz, the express waiver by the shareholders of their preferential right to subscribe to the new shares to be issued upon the exercise of such warrants.

     The Chairman reminded the Board that the Shareholders Meeting resolved further to grant to the Board full powers, with the right to sub-delegate in accordance with applicable French statutory provisions, to implement this resolution, including for the purpose of, to determine the dates and terms of the issuances; to set the price, terms and conditions of such issuance of warrants and shares to be issued upon the exercise of the warrants within the limits set by these resolutions; to modify the articles of associations accordingly and, in particular, the article 6 of the Company’s articles of associations in accordance with article 55 of Decree n° 67-236 of March 23, 1967 in order to indicate the recipient of the beneficiary of the special advantages and the nature of such advantages.

     As a result, and in compliance with the foregoing mentioned resolutions, the Chairman proposed to the Board to issue, free of charge, 45,000 warrants to subscribe up to 45,000 new Ordinary Shares reserved for some directors, as approved by the Shareholders Meeting.

     After deliberation, motion duly made and seconded, and in accordance to the conditions and delegation of the fourteenth resolution of the Shareholders Meeting, the Board, unanimously:

     Resolved to issue 45,000 warrants to subscribe up to 45,000 new Ordinary Shares, being stipulated that each warrant entitling to the subscription to one share of 0.10 euro nominal value, and to reserve the subscription of these warrants to Mr. Jean-François Heitz, in compliance with the terms and conditions of the fourteenth resolution of the Shareholders Meeting;

     Acknowledged, in compliance with the condition of price setting determined by the Shareholders Meeting under the foregoing mentioned resolutions, that the subscription price per share, fully payable upon exercise in cash on the date of subscription, shall be 22.31 euros, equal to the closing price of the Company’s shares on Eurolist by Euronext ^TM on June 6, 2006.

     Acknowledged that the warrants will be granted free of charge to the beneficiaries named above.

     Resolved that the warrants granted to Mr. Jean-François Heitz shall vest over three years, as follows: one-third of the warrants shall be exercisable on or after June 1, 2007, one-third of the

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warrants shall be exercisable on or after June 1, 2008 and one-third of the warrants shall be exercisable on or after June 1, 2009.

     Resolved further that the warrants may be exercised, in one or several lots, at any time if and when they are exercisable and at the latest, to the earlier of the following dates: (i) on July 20, 2013 or (ii) in case of termination of the term of office as director, within 90 days following such termination date, the non exercised warrants shall be null.

     Resolved that on the 91^st day following such office termination date, the warrants holder shall sell to the Company the non-exercised Warrants for an aggregate price of 1 euro, the Company shall purchase such non-exercised warrants for such aggregate price and then the Company’s Board of directors shall cancel and void such repurchased non-exercised Warrants.

     Resolved that the Company may, at its option, from the date of issuance of the warrants, and in accordance with article L. 228-98 of the French Commercial Code, modify its form and its corporate purpose without needing to obtain the prior consent of the warrant holder at a general meeting.

     Resolved further that in accordance with article L. 228-98 of the French Commercial Code, the Company may modify the rules governing the allocation of profits and redeem its share capital without needing to obtain the prior consent of the warrant holder at a general meeting, provided that the Company takes the necessary measures in order to maintain the rights of the warrant holder in the conditions described below.

     Resolved that in the event of a reduction of the Company’s share capital resulting from losses, whether by way of a reduction in the nominal value or the number of shares composing the share capital, the rights of the warrant holder to receive shares will be reduced accordingly, as if such warrant holder had exercised his rights prior to the date at which the reduction of share capital has become definitive.

     Undertook that, in the event the Company carries out any of the following transactions after the date of issuance of the warrants:

• issuance of new equity securities with preferential subscription rights in favour of shareholders;

• allocation of free shares;

• distribution of reserves in cash or in kind or of share premiums

• modification of the allocation of profits;

• redemption of capital;

• repurchase of its own shares at a price higher than the market price; or

• takeover, merger, or spin-off;

the Company will maintain the rights of the warrant holder, in accordance with articles L. 228-99 and L. 228-101 of the French Commercial Code and with articles 242-8 et seq. of decree no.67-236 of 23 March 1967, by means of an adjustment of the conditions of subscription according to the conditions described hereafter.

This adjustment will be effected in such a manner as to equalize the value of the shares that will be obtained upon exercise of the right after the completion of the transaction with the value of the shares that would have been obtained upon exercise of the warrants prior to the transaction.

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In the event of adjustments carried out in accordance with paragraphs a) to g) hereafter, the new conversion ratio will be calculated to the nearest hundredth of a share (with 0.005 being rounded upwards). Any subsequent adjustments will be carried out on the basis of such newly calculated and rounded conversion ratio. However, since the exercise of the warrants may only result in the delivery of a whole number of shares, fractional entitlements will be settled as specified hereafter.

To this effect, the new basis for the exercise of warrants will be calculated by taking into account the following:

a)	In the event of a transaction conferring preferential subscription rights: the formula
	Price of the subscription right Share price ex-subscription right
	For the purposes of calculating this formula, the price of the share ex-subscription right and the price of the subscription right will be determined on the basis of the average of the opening prices quoted on Eurolist by Euronext TM for all stock exchange trading days falling in the subscription period.
b)	In the event of an allocation of free shares: the number of shares allocated to each existing share.
c)	In the event of a distribution of reserves in cash or in kind, or of share premiums: the formula:
	Amount distributed per share Share price prior to the distribution
	For the purposes of calculating this formula, the share price prior to the distribution will be equal to the weighted average of the market prices on Eurolist by Euronext TM of at least the three stock exchange trading days immediately preceding the date of the distribution.
d)	In the event of a modification of the allocation of profits: the formula
	Reduction per share in the right to profits Share price prior to the modification
	For the purposes of calculating this formula, the share price prior to the modification of the allocation of profits will be equal to the weighted average of the market prices on Eurolist by Euronext TM of at least the three stock exchange trading days immediately preceding the date of the modification.
e)	In case of a redemption of capital shares: the formula
	Amount per share of the redemption Share price prior to the redemption
	For the purposes of calculating this formula, the share price prior to the redemption will be equal to the weighted average of the market prices on Eurolist by Euronext TM of at least the three stock exchange trading days immediately preceding the date of the redemption.
f)	In the event of a buy-back by the Company of its own shares at a price higher than the market price: the formula

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Pc % x (buy-back price minus share price) Share price

For the purposes of calculating this formula:

• “Share price” means the weighted average of the market prices on Eurolist by Euronext ^TM of at least the three stock exchange trading days immediately preceding the buy-back (or the option to buy-back);

• “Pc %” means the percentage of capital bought back;

• “buy-back price” means the actual price at which the shares are bought back (by definition, this will be higher than the market price).

g)	In the event that the Company is taken over by another company (absorption) or is merged with one or more companies to form a new company (fusion) or is spun-off (scission), the warrant holders will be entitled to subscribe to shares of the acquiring company, new company, or the beneficiary companies of a spin-off on the same terms as initially provided.
	The number of shares of the acquiring company or companies, new company or companies, or the beneficiary companies of a spin-off to which the warrant holders are entitled will be determined by adjusting the number of shares of the issuing company to which they were entitled to the appropriate number of shares to be created by the company or the companies benefiting from the capital contribution.

In the event that the Company carries out transactions in respect of which an adjustment under paragraphs a) to g) herebefore has not been carried out and where subsequently enacted French laws or regulation would require an adjustment, or in the event that a future French law or regulation would modify the adjustment described above, the Company will carry out such an adjustment in accordance with the applicable laws and regulations, taking into account the relevant market practices in effect in France at the time.

The Board of Directors shall report on the components of the calculation and on the results of any adjustment in the first annual report following such adjustment.

In the event of fractional entitlements, warrant holder will obtain the nearest whole number of shares immediately less than his entitlement and the Company will pay the fractional entitlements in cash.

     Acknowledged that, pursuant to Article L.228-103 of the French Commercial Code, the warrant holder will be “grouped” automatically in order to defend his interests in a masse that has legal personality (hereinafter “Masse”). The Board specifies that the Masse will be governed by the Articles L.228-47 to L.228-64 and Article L.228-66 and Article L.228-90 of the French Commercial Code.

     Acknowledged that, pursuant to Article L.228-103 of the French Commercial Code, the general meeting of warrant holder is required to authorize any modifications to the terms and conditions of their issuance decided by the Board of Directors and to deliberate upon any decision pertaining to subscription conditions or to the attribution of shares determined upon issuance of the warrants.

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     Resolved that in the event of merger of the Company, the warrants holder will be notified and given the same information as if he was a shareholder in order to exercise, if he wishes so, his subscription rights. Moreover, in the event of a merger or a public offer on the Company’s securities, had he not acquired his full rights, the Board of Directors may, in its sole discretion, decide to amend and accelerate the vesting schedule of the warrant set hereunder.

     Resolved to amend the article 6 of the Company’s articles of association by inserting the following paragraphs:

     “Mr. Jean-François Heitz is a recipient of special advantages resulting from the grant by the Board meeting held on July 20, 2006 in compliance with the authorization of the fourteenth resolution of the Extraordinary General Meeting of shareholders held on June 7, 2006, of 45,000 warrants giving the right to subscribe to one share each; The special advantages consist of (i) the grant of such warrants without payment as consideration and (ii) the benefit from a fixed exercise price per share equal to 22.31 euros, being the closing price of the Company’s shares on the Eurolist by Euronext ^TM. on June 6, 2006.”

     Resolved to approve the Stock Subscription Warrant Agreement attached as exhibit of these minutes and grant all power to the Chief Executive Officer (Directeur Général) to sign this agreement with the concerned warrant holder.

     Resolved, in compliance with the terms of the articles 155-1 and 155-2 of the French Decree n°67-236 of March 23, 1967, to draw up and approve the complementary report of the Board relating to the final condition of issuance of the warrants, which will be put at shareholders disposal at the registered of the Company and will be presented at the next shareholders meeting.

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FORM OF SUBSCRIPTION
[to be signed upon exercise of Warrants]

BUSINESS OBJECTS S.A.
Société anonyme
with a share capital of 9,639,534.20 euros
Registered office : 157-159 rue Anatole France
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994

     I, the undersigned, Holder of                                          Share Warrants in total, the issue of which was decided by the Company’s board of directors at its meeting held on July 20, 2006 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 7, 2006 for a price of                      euros per Share Warrants, hereby elects to exercise                      Warrants and to subscribe                                          Company’s ordinary shares of 0.10 euro nominal value each, and herewith makes payment of                                          euros.

The undersigned requests that the confirmation for such ordinary shares be issued in the name of and delivered to                                                                                 
Whose address is                                                                                 

Made on this                      day of                     ,                     

By

                                                            
Signature
[above signature, please handwrite “Valid for subscription of                      shares.”]

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FORM OF ASSIGNMENT AND CONSENT
[to be signed upon transfer of Warrants]

     I, the undersigned, Holder of                                          Share Warrants in total, the issue of which was decided by the Company’s board of directors at its meeting held on July 20, 2006 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 7, 2006 for a price of                      euros per Share Warrants, hereby elects transfers to                                         , who is qualified as an Immediate Family member in his/her capacity as, pursuant to the terms and conditions of the section 5 of the stock subscription warrant agreement.

Made on this                      day of                     ,                     

Signature of the Holder

Name

Address

Signed in the presence of:

Signature of the witness

Name

Address

* * *

I, the undersigned, [spouse, father, mother, son, daughter, brother, sister, etc] of Jean-François Heitz, hereby agree to be bound by, and comply with, the provisions of the Stock Subscription Agreement signed on ___________________________ between Business Objects and Jean-François Heitz.

Made on this __________ day of ______________, ____________

Signature of [spouse, father, mother, son, daughter, brother, sister, etc]

Name

Address

Agreed by Business Objects S.A.

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EX-23.1

Exhibit 23.1

     Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the stock subscription warrants, the French Employee Savings Plan, as amended, the 2004 International Employee Stock Purchase Plan, as amended, and the 2001 Stock Incentive Plan, as amended, of our reports dated March 10, 2006 with respect to the consolidated financial statements and schedule of Business Objects S.A. included in its Annual Report (Form 10-K) for the year ended December 31, 2005, 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., filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP  

San Jose, California
August 8, 2006