Common use of BUSINESS OBJECTS S Clause in Contracts

BUSINESS OBJECTS S. A. Société anonyme with a share capital of 9,650,548.50 euros Registered office: 100-000 xxx Xxxxxxx Xxxxxx 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 21, 2005 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 14, 2005 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.”] FORM OF ASSIGNMENT [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 21, 2005 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 14, 2005 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

BUSINESS OBJECTS S. A. Société anonyme with a share capital of 9,650,548.50 9,592,176.60 euros Registered officeoffice : 100157-000 xxx Xxxxxxx 159rue Axxxxxx Xxxxxx 92300 Levallois-Perret R.C.S. Nanterre B 379 821 994 I, the undersigned, Holder Board of ___Share Warrants in total, the issue Director Meeting of which was decided by the Company’s board of directors at its meeting held on July 21, 2005 in accordance Extract of the minutes Issuance of warrants to subscribe up to 90,000 Ordinary Shares reserved for some directors; correlative amendment of the articles of association and approval of the related complementary Board report The Chairman reminded to the authorization granted by Board that the Extraordinary General Meeting of Shareholders of the Company at the general shareholders’ meeting held on June 14, 2005 (the “Shareholders Meeting”), under its Eleventh and Twelfth Resolutions, authorized the Board to issue warrants to subscribe up to 90,000 Ordinary Shares, as well as the correlative issuance of these Ordinary Shares, reserved for a price two directors, Mr. Gxxxxx Xxxx and Mx. Xxxx Xxxxxxxxx. The Chairman reminded that the Shareholders Meeting waived under the foregoing mentioned resolutions, the statutory preferential right of ___euros per Share Warrants, hereby elects the shareholders to exercise ___Warrants subscribe to the warrants and to reserve the right to subscribe ___to such warrants to Mr. Held and Mx. Xxxxxxxxxx. Moreover the Chairman reminded that the issuance of the warrants entails, for the benefit of the holder of such warrants, 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 to 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 these resolutions, 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 ordinary shares 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 90,000 warrants to subscribe up to 90,000 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 Eleventh and Twelfth Resolution of the Shareholders Meeting, the Board, unanimously: Resolved to issue 90,000 warrants to subscribe up to 90,000 new Ordinary Shares, being stipulated that each warrant entitling to the subscription to one share of 0.10 euro nominal value eachvalue, and herewith makes payment of ___euros. The undersigned requests that to reserve 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 ________________ these warrants to directors listed below: • 45,000 warrants granting the rights to subscribe 45,000 shares.”] FORM OF ASSIGNMENT [, reserved to be signed upon transfer of Warrants] IMr. Gxxxxx Xxxx, 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 21, 2005 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 14, 2005 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 compliance with the terms and conditions of the section 5 Eleventh Resolution of the stock subscription warrant agreementShareholders Meeting; • 45,000 warrants granting the rights to subscribe 45,000 shares, reserved to Mx. Made on this ___day of ___Xxxx Xxxxxxxxxx, ___ Signature in compliance with the terms and conditions of the Holder Name Address Signed Twelfth Resolution of the Shareholders Meeting. Resolved, 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 23.13 euros, equal to the closing price of the Company’s shares on Eurolist by Euronext TM on June 13, 2005. Resolved that the warrants will be granted free of charge to the beneficiaries named above. Resolved that the warrants granted to Mr. Held and Mx. Xxxxxxxxxx shall vest over three years, as follows: one-third of the warrants shall be exercisable on or after June 1, 2006, one-third of the warrants shall be exercisable on or after June 1, 2007 and one-third of the warrants shall be exercisable on or after June 1, 2008. 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 21, 2012 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 91st 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 holders 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 holders at a general meeting, provided that the Company takes the necessary measures in order to maintain the rights of the warrant holders in the presence of: Signature conditions described below. Resolved that in the event of a reduction of the witness Name AddressCompany’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 holders to receive shares will be reduced accordingly, as if such warrant holders had exercised their 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 holders, in accordance with articles L. 228-99 and L. 228-101 of the French Commercial Code and with articles 242-11 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. 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:

BUSINESS OBJECTS S. A. Société anonyme with a share capital of 9,650,548.50 9,603,885.60 euros Registered officeoffice : 100-000 xxx Xxxxxxx Xxxxxx 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 21June 5, 2005 2007 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 145, 2005 2007 for a price an Exercise Price of ___euros per Share WarrantsShare, hereby elects to exercise ___Warrants and to subscribe ___Company’s ordinary shares Shares of 0.10 euro nominal value each, and herewith makes payment of ___euros. The undersigned requests that the confirmation for such ordinary shares Shares be issued in the name of and delivered to __Whose address is . Made on this __________ Whose address is day of ____________. Made on this __, ___day of ___, ______ By Signature [above signature, please handwrite “Valid for subscription of ________________ shares.”] 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 21June 5, 2005 2007 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 145, 2005 2007 for a price an Exercise Price of ___euros per Share WarrantsShare, 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 * * * I, the presence of: undersigned, [spouse, father, mother, son, daughter, brother, sister, etc] of ___, hereby agree to be bound by, and comply with, the provisions of the Stock Subscription Agreement signed on between Business Objects and ___. Made on this __________ day of ______________, ____________ Signature of the witness [spouse, father, mother, son, daughter, brother, sister, etc] Name AddressAddress Agreed by Business Objects S.A.

BUSINESS OBJECTS S. A. Société anonyme with a share capital of 9,650,548.50 9,639,534.20 euros Registered officeoffice : 100-000 xxx Xxxxxxx Xxxxxx 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 2120, 2005 2006 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 147, 2005 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.”] 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 2120, 2005 2006 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 147, 2005 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 AddressAddress * * * I, the undersigned, [spouse, father, mother, son, daughter, brother, sister, etc] of Jxxx-Xxxxxxxx Xxxxx, hereby agree to be bound by, and comply with, the provisions of the Stock Subscription Agreement signed on ___________________________ between Business Objects and Jxxx-Xxxxxxxx Xxxxx. Made on this __________ day of ______________, ____________ Signature of [spouse, father, mother, son, daughter, brother, sister, etc] Name Address Agreed by Business Objects S.A.

BUSINESS OBJECTS S. A. Société anonyme with a share capital of 9,650,548.50 9,639,564.20 euros Registered officeoffice : 100157-000 xxx Xxxxxxx 159rue Axxxxxx Xxxxxx 92300 Levallois-Perret R.C.S. Nanterre B 379 821 994 IBoard of Director Meeting of July 20, 2006 Extract of the minutes English Translation for information only Issuance of warrants to subscribe up to 45,000 Ordinary Shares reserved for Mx. Xxxx-Xxxxxxxx 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 Mx. Xxxx-Xxxxxxxx Heitz. The Chairman reminded the Board that the Shareholders Meeting waived under the foregoing mentioned resolutions, the undersignedstatutory preferential right of the shareholders to subscribe to the warrants and to reserve the right to subscribe to such warrants to Mx. Xxxx-Xxxxxxxx Heitz. Moreover the Chairman reminded that the issuance of the warrants entails, Holder for the benefit of ___Share Warrants in totalMx. Xxxx-Xxxxxxxx Heitz, the issue express waiver by the shareholders of which was decided 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 board articles of directors at its meeting held on July 21associations in accordance with article 55 of Decree n° 67-236 of March 23, 2005 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 authorization granted by conditions and delegation of the fourteenth resolution of the Shareholders of Meeting, the Company at the general shareholders’ meeting held on June 14Board, 2005 for a price of ___euros per Share Warrants, hereby elects unanimously: Resolved to exercise ___Warrants and issue 45,000 warrants to subscribe ___Company’s ordinary shares 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 eachvalue, and herewith makes payment of ___euros. The undersigned requests that to reserve 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.”] FORM OF ASSIGNMENT [these warrants to be signed upon transfer of Warrants] IMx. Xxxx-Xxxxxxxx Heitz, 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 21, 2005 in accordance to the authorization granted by the Shareholders of the Company at the general shareholders’ meeting held on June 14, 2005 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 compliance with the terms and conditions of the section 5 fourteenth resolution of the stock Shareholders Meeting; Acknowledged, in compliance with the condition of price setting determined by the Shareholders Meeting under the foregoing mentioned resolutions, that the subscription warrant agreement. Made price per share, fully payable upon exercise in cash on this ___day the date of ___subscription, ___ Signature shall be 22.31 euros, equal to the closing price of the Holder Name Address Signed 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 Mx. Xxxx-Xxxxxxxx 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 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 91st 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 presence of: Signature conditions described below. Resolved that in the event of a reduction of the witness Name AddressCompany’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. 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: