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                                                                     EXHIBIT 4.3

                              BUSINESS OBJECTS S.A.
                1995 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN,
                               AS OF JUNE 12, 2001


        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 and June 12, 2001.


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.


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



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(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 _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 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



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($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"), 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 Offering Period which is scheduled to end in the
following calendar year, unless terminated by the participant as provided in
Section 10 hereof.



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        (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 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



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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 400,000 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 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



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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 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



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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.


        (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



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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, 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."

        (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.



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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:
      -----------------



                                       10
<PAGE>   11

                                    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:
                              ----------------------------





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