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                                                                     EXHIBIT 4.3

                              BUSINESS OBJECTS S.A.
                1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,

                               AS OF JUNE 10, 2004

      The following constitute the provisions of the 1995 International Employee
Stock Purchase Plan of Business Objects S.A, as amended pursuant to the
extraordinary general meetings of shareholders of June 13, 1996, June 19, 1997,
June 18, 1998, May 4, 1999, June 5, 2000, June 12, 2001, June 5, 2002, May 15,
2003, December 11, 2003 and June 10, 2004.

1. PURPOSE.

      The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Shares of the Company
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) "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) "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.

(G) "Custodian" shall mean Banque Paribas, or any successor or successors
thereto.

(H) "Depositary" shall mean the Bank of New York, or any successor or successors
thereto.

(I) "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.

(J) "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 91st day of
such leave.

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(K) "Enrollment Date" shall mean the first day of each Offering Period.

(L) "Exercise Date" shall mean the last day of each Offering Period.

(M) "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 the
Premier Marche of Euronext Paris S.A.. as reported in La Tribune, or such other
source as the Board deems reliable, on the last Trading Day prior to the first
day of the Offering Period, or on the last Trading Day of the Offering Period.

(N) "Offering Period" shall mean a period of approximately six (6) months,
commencing on the first Trading Day on or after April 1 and terminating on the
last Trading Day in the period ending the following September 30, or commencing
on the first Trading Day on or after October 1 and terminating on the last
Trading Day in the period ending the following March 31, 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.

(O) "Plan" shall mean this 1995 International Employee Stock Purchase Plan.

(P) "Purchase Price" shall mean an amount no less than 85% of the Fair Market
Value of a Share on the last Trading Day prior to the Enrollment Date or to 85%
of the Fair Market Value of a Share on the Exercise Date, whichever is lower.
For countries with currencies denominated in other than the Euro (or tied to the
Euro), the local currency equivalent of the Purchase price will be determined
using the actual conversion rate from local currency into Euro on the date the
funds are transferred to the Business Objects S.A. Employee Benefits Trust. This
date may or may not be the exercise date.

(Q) "Shares" shall mean ordinary shares with a nominal value of (euro)0.10, of
the Company.

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

(F) "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.

(G) "Trading Day" shall mean a day on which national stock exchanges and the
National Association of Securities Dealers Automated Quotation (NASDAQ) System
are open for trading.

(H) "Trust" shall mean the trust created by the Business Objects S.A. Employee
Benefits Trust Agreement, attached hereto as Exhibit C.

(I) "Trustee" shall mean the trustee or trustees of the Trust.

3.    ELIGIBILITY.

      (A) Any Employee (as defined in Section 2(J), who shall be employed by the
Company or a Designated Subsidiary on a given Enrollment Date shall be eligible
to participate in the Plan.

      (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
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

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Subsidiary, or (ii) to the extent his or her rights to purchase stock under all
employee stock purchase plans 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 April 1 and
October 1 each year, or on such other date as the Board shall determine, and
continuing thereafter until terminated in accordance with Section 19 hereof. The
Board 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 at least fifteen (15) days
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
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's or a Designated
Subsidiary's payroll office prior to the applicable Enrollment Date.

      (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 files his or her subscription agreement, 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 filing with the Company or
a Designated Subsidiary a new subscription agreement authorizing a change in
payroll deduction rate. The Board or board of directors of a Subsidiary, as the
case may be, 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%. Payroll deductions shall recommence at the
rate provided in such participant's subscription agreement at the beginning of
the first

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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.

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 purchase on
the Exercise Date of such Offering Period (at the applicable Purchase 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 Purchase Price; provided that in
no event shall an Employee be permitted to purchase during each Offering Period
more than 500 Shares, subject to adjustment as provided in Section 18 hereof;
and provided further, that such purchase 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

      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 purchase 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 purchased for such
participant by the Trustee at the applicable Purchase Price with the accumulated
payroll deductions in his or her account with the Trust, and transferred to the
Custodian to be deposited by the Custodian with the Depositary as ADSs;
provided, however, no Shares shall be purchased which would result in the
Employee receiving a fractional ADS; any payroll deductions accumulated in a
participant's account which are not sufficient to purchase 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 monies 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 purchase ADSs hereunder is exercisable only by him or
her.

9.    DELIVERY

      As promptly as practicable after each Exercise Date on which a purchase of
Shares occurs, the Trustee shall arrange the delivery of ADSs to the Depositary
by the Custodian representing the Shares purchased upon exercise of options by
the Trustee for the participating Employees.

10.   WITHDRAWAL; TERMINATION OF EMPLOYMENT

      (A) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account with the Company or Designated
Subsidiary at any time prior to the transfer of funds made pursuant to Section
6(b) by giving written notice to the Company or Designated Subsidiary in the
form of Exhibit B to this

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Plan. 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 purchase 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 delivers to the Company or Designated
Subsidiary a new subscription agreement.

      (B) Upon a participant's ceasing to be an Employee (as defined in Section
2(J) hereof) 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) The maximum number of Shares authorized for issuance under the Plan
shall be 325,000 Shares, subject to adjustment upon changes in capitalization of
the Company as provided in Section 18 hereof. Capital increases to meet the
Company's obligations under the Plan shall be determined and approved at
extraordinary shareholders' meeting 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 purchase
under the Plan to the Trust, which shall make a pro rata allocation to the
participating Employees.

      (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

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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
Board from time to time. Every finding, decision and determination made by the
Board or its committee 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., 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.

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.

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 Purchase Price,
the number of ADSs purchased and the remaining cash balance, if any, for the
period covered by such statement.

18.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

      (A) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the Reserves shall be proportionately adjusted for
any increase or decrease in the number of issued Shares resulting

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from a stock split, reverse stock split, combination or reclassification of the
Shares, or any other increase or decrease in the number of Shares effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration". Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares subject to an option.

      (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 Board.

      (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 Board 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
purchase and refund all sums collected from participants during the Offering
Period then in progress. If the Board shortens the Offering Period then in
progress in lieu of assumption or substitution in the event of a merger or sale
of assets, the Board 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 purchase, 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 common stock 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 Board 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.
The Board may, if it so determines in the exercise of its sole discretion, also
make provision for adjusting the Reserves in the event the Company effects one
or more reorganizations, recapitalization, rights offerings or other increases
or reductions of shares of its outstanding common stock, and in the event of the
Company being consolidated with or merged into any other corporation.

19.   AMENDMENT OR TERMINATION

      (A) The Board, but not the board of directors of a Subsidiary, may at any
time and for any reason terminate or amend the Plan. Except as provided in
Section 18 hereof, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board on any Exercise
Date if the Board determines that the termination of the Plan is in the best
interests of the Company and its shareholders. In the event that an Offering
Period is terminated (or the Plan is terminated during an Offering Period), any
and all accumulated payroll deductions shall be returned to the participating
Employees. Except as provided in Section 18 hereof, 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 Rule 16b-3 or under
Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain shareholder approval in
such a manner and to such a degree as required.

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      (B) Without shareholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall 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 or Designated Subsidiary'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 purchase of Shares for each participant properly correspond with amounts
withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its sole
discretion advisable which are consistent with the Plan.

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 Custodian, 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 Law No. 66-537 of July 24, 1966 relating to commercial companies, 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 purchased 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 of Directors or its approval by the shareholders of the Company. It
shall continue in effect for a term of ten (10) years unless sooner 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 California, except for that body of law pertaining to conflicts
of laws.

                                        *

                                      * * *

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                                   EXHIBIT A-1

                              BUSINESS OBJECTS S.A.
                 1995 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. 1995 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. 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."

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      (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: _________________

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<PAGE>

                                    EXHIBIT B

                              BUSINESS OBJECTS S.A.

                 1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Business Objects S.A.
1995 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: ____________________________

                                       11

<PAGE>

                                    EXHIBIT C

                              BUSINESS OBJECTS S.A.

                 1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                        EMPLOYEE BENEFITS TRUST AGREEMENT

      This Declaration of Trust and Trust Agreement (the "Trust") is made and
entered into this __th day of August, 1999 by and between Business Objects S.A.,
a corporation organized under the laws of the Republic of France (the "Company")
and the 1995 International Employee Stock Purchase Plan (the "Trustee"), in
favor of each of the participating employees of Business Objects S.A. or any of
its subsidiaries (the "Employees").

                                    RECITALS:

A. The shareholders of the Company formally authorized the Plan on June 21, 1995
the International Employee Stock Purchase Plan (the "Plan"), pursuant to which
the Employees will receive options to purchase American Depositary Shares of the
Company ("ADSs"), corresponding to shares of common stock of the Company
("Common Stock").

B. On June 21, 1995, the shareholders of the Company also approved the
establishment of this 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 I
                          CREATION AND FUNDING OF TRUST

      I.1 Creation of Trust. 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, 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 Common Stock (to be transferred by the Trustee to Banque Paribas (the
"Custodian") which will deposit such shares with the Bank of New York (the
"Depositary") as American Depositary Shares ("ADSs") and to be delivered to
participating Employees by the Depositary 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. Such Common Stock or cash, when contributed to the Trust, shall be used
and applied by the Trustee in accordance with the terms of this Trust.

      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 (the "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

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<PAGE>

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 Stock 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 and distribute to the Custodian shares of
Common Stock which shall be deposited by the Custodian with the Depositary as
ADSs, and the Depositary shall deliver ADRs to each Employee, or ADSs to such
Employee's broker, representing the shares of Common Stock that have been
exercised in his or her favor by the Trustee.

      III.2 Distributions of Payroll Deductions to the Company. Concurrently
with the distribution of shares (in the form of ADSs) to the Custodian, or at
any time prior to such date, the Trustee shall distribute the payroll deductions
contributed pursuant to Section 1.4 to the Company.

                                   ARTICLE IV
                     NAME, DURATION AND TERMINATION OF TRUST

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

      IV.2 Nature. This trust shall be a grantor trust within the meaning of the
Internal Revenue Code of 1986, as amended, 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) ten (10) years from the effective date of the Plan, or (b) upon the
termination of the Plan.

      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. 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

                                       13

<PAGE>

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 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

      This 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 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 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 personation. The Trustee shall not be liable for honest mistakes of
judgment or for losses or liabilities due to such honest mistakes of judgment.

            (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

                                       14

<PAGE>

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, 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, 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 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, 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.

                                       15

<PAGE>

                                  ARTICLE XIII
                                  COUNTERPARTS

            This Trust 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 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"                   Great Lakes Strategies (1), a corporation organized
                            under the laws of_____________________

                            By: __________________________________

                            ______________________________________

                                       16