##### 



EXTRACT FROM THE NOTE DOPERATION CONTAINING THE TERMS AND CONDITIONS
OF THE BONDS AS FILED WITH THE AUTORITÉ DES MARCHÉS FINANCIERS ON
MAY 3, 2007 (UNOFFICIAL ENGLISH TRANSLATION)
 The following is a summary of the material terms and conditions of the 2.25% net share settled
convertible notes due 2027 issued by Business Objects in May 2007:
 1
    
    INFORMATION CONCERNING SECURITIES TO BE OFFERED AND LISTED ON THE EUROLIST BY
EURONEXTTMMARKET
 1.1 Nature, form and delivery of the Bonds
 et seq.
  
    
    BNP Paribas Securities Services acting on behalf of the Company in respect of
fully registered Bonds (nominatifs purs);
    
    an authorized financial intermediary of the holders choice and BNP Paribas
Securities Services acting on behalf of the Company, in respect of Bonds in
administered, registered form (nominatifs administrés);
    
    an authorized financial intermediary of the holders choice in respect of
Bonds in bearer form (au porteur).
    1.2 Nominal Value per Bond
 TM
 1.3 Issue Price of the Bonds
  1.4 Issue date




---



##### 



1.5 Settlement date
  1.6 Annual interest
      1.7 Redemption, early redemption
 1.7.1 Redemption at maturity
   1.7.2 Early redemption by repurchase or public tender offers
  1.7.3 Early redemption at the option of the Company
 1.
    
    The Company may at its sole option and at any time from May 11, 2012 until
the end of the seventh Business Day preceding the maturity date of the Bonds, redeem
in cash all of the Bonds outstanding, in cash, at par plus interest accrued from the
last Interest Payment Date preceding the early redemption date through the effective
date of redemption, by giving not more than 60 days and not less than 30 days notice
in the manner provided in paragraph 1.7.5 Publication of information in the event of
redemption at maturity or early redemption of Bonds, provided that any such early
redemption will be permitted only if the product of:
 
    
    the applicable Conversion Ratio (as defined in paragraph 1.22.4 Exercise
Period and Conversion Ratio); and
    
    the VWAP Price of the Companys shares;




---



##### 



exceeds 125% of the nominal value of the Bonds on each of 10 consecutive Trading Days
during which the Business Objects shares are quoted, as selected by the Company amongst
a 20 consecutive Trading Days period preceding the date of publication of the notice
announcing such early redemption (as described in paragraph 1.7.5 Publication of
information in the event of redemption at maturity or early redemption of the Bonds).A Trading Day shall mean any Business Day on which Euronext Paris quotes shares on
Eurolist by EuronextTM, other than a day on which such quotes cease prior to
the usual closing time (or if the Companys shares are no longer quoted on such market
but are quoted on another regulated or similar market, a Trading Day shall be any
Business Day on which such other market quotes shares).A Business Day shall mean any day (other than a Saturday or Sunday) on which the
banks are open in Paris and on which Euroclear France operates.VWAP Price means, with respect to a Trading Day, (x) the volume-weighted average
price of the Companys shares (or any other relevant securities of the Company) for
such trading day on Eurolist by EuronextTM as published on Bloombergs VAP
page (or if such service no longer publishes the relevant information, another
commercially available service regularly used by market participants for purposes of
ascertaining the relevant information), or (y) if no such price is published, the price
for such shares (or other relevant securities of the Company) at the opening of such
trading day on Eurolist by EuronextTM. If the shares (or other relevant
securities of the Company) are no longer quoted on Eurolist by EuronextTM,
the VWAP Price will be the volume-weighted average price of the Companys shares on
such other regulated or similar market on which the shares (or other relevant
securities of the Company) are quoted on such trading day, or, if no such
volume-weighted average price is published, the opening price on such other market on
such trading day. If the shares (or other relevant securities of the Company) are
quoted in a currency other than the euro or any currency with an irrevocably fixed
conversion rate to the euro, the conversion to euros of the relevant VWAP Price will be
made at the exchange rate set by the European Central Bank (the ECB Rate) in effect
on the relevant Trading Day.2.
    
    The Company may, at its sole option, redeem in cash at any time all of the
Bonds outstanding at a price equal to par plus interest accrued from the last Interest
Payment Date preceding the early redemption date until the effective date of the
redemption, if less than 10% of the Bonds originally issued remain outstanding.3.
    
    In each of the cases specified in paragraphs (1) and (2) above, the
Bondholders shall remain entitled to exercise their Conversion Right in accordance
with the provisions of paragraph 1.22.4 Exercise Period and Conversion Ratio.4.
    
    In each case specified in paragraphs (1) and (2) above, interest shall cease
to accrue from the effective date of redemption of the Bonds by the Company.
 1.7.4 Redemption at the option of Bondholders
 1.7.4.1 Redemption upon a Change of Control
 Bulletin des Annonces Légales




---



##### 



Obligatoires (BALO) TM
  1.7.4.2 Redemption on specified dates
  1.7.5 Publication of information in the event of redemption at maturity or early
redemption of Bonds
 TM
 Journal Officiel TM
 1.7.6 Cancellation of Bonds
  1.7.7 Early redemption of the Bonds upon an event of default




---



##### 



(a)
    
    the Company shall default on payment of the principal, unpaid accrued
interest or premium, if any, in respect of any Bond and such default continues for a
period of 15 Business Days from the due date;(b)
    
    the Company shall fail to satisfy its obligations upon the exercise of the
Conversion Right and such failure shall not have been remedied within 15 Business Days
of the applicable delivery date;(c)
    
    the Company shall fail to comply with any of its other covenants or
agreements contained in the Bonds or the agreement between the Company and the Paying
Agent and Depositary referred to in paragraph 1.21.1 Paying Agent and Depositary,
and such failure shall not have been remedied within 30 Business Days from the date
the representatives of the Group of Bondholders, acting at the direction of the holder
or holders of not less than 33.33% in aggregate nominal value of the Bonds then
outstanding, shall have given notice thereof to the Company;(d)
    
    the Company or any of its subsidiaries that represents at least 10% of its
consolidated total assets or consolidated revenues for the most recent fiscal year
shall fail to pay when due (beyond the expiration of any applicable cure period), in
any case, in excess of 35 million principal amount (or the equivalent in another
currency) in respect of any Indebtedness of the Company or any such subsidiary,
whether due at maturity, upon acceleration as a result of an event of default or
otherwise, and such failure shall not be remedied (unless such amount ceases to be due
and payable or is paid); or(e)
    
    the Company or any of its subsidiaries that represents at least 10% of its
consolidated total assets or consolidated revenues for the most recent fiscal year (i)
is subject to any declared or undeclared cessation des paiementsor any analogous
state under the principles of any applicable law or (ii) has filed for or become
subject to any pre-insolvency or insolvency proceedings (procédure de sauvegarde,
redressement judiciaireor other) or is in liquidation (liquidation judiciaireor
other).
   1.8 Annual gross yield to maturity
  Comité de
normalisation obligataire
 1.9 Maturity and average life




---



##### 



1.10 Subsequent issuances of fungible bonds
  1.11 Rank and negative pledge
 1.11.1 Rank
 pari passu
 1.11.2 Negative pledge
 hypothèque nantissement fonds de commerce
 1.12 Guarantee
  1.13 Subscription Agreement
  note dopération




---



##### 




    
    warrants (bons de souscription dactions) to be granted pursuant to existing
authorizations or authorized at the Companys next annual general and extraordinary
meeting of shareholders as announced in the BALO on April 4, 2007;
    
    options to purchase or shares of the Company issued pursuant to stock options
granted to employees and to officers (mandataires sociaux) of the Company and its
subsidiaries granted in accordance with stock option units adopted before the date of
the subscription agreement or approved or amended at the Companys next annual general
and extraordinary meeting of shareholders as announced in the BALO on April 4, 2007,
or held by Business Objects Option LLC;
    
    shares of the Company issued by the Company and delivered by or on behalf of the
Companys subsidiaries pursuant to employee option plans and restricted stock units
(the right to receive a free share under certain conditions) to the benefit of
employees adopted before the date of the underwriting agreement or approved or amended
at the Companys annual general and extraordinary meeting of shareholders as announced
in the BALO on April 4, 2007;
    
    shares issued by the Company to Business Objects Employee Benefit Sub-Plan Trust in
connection with restricted stock units held by employees that are or were issued
pursuant to the 2001 Stock Incentive Sub-Plan adopted before the date of the
underwriting agreement or approved or modified at the Companys next annual general
and extraordinary meeting of shareholders as announced in the BALO on April 4, 2007;
    
    shares granted pursuant to the Companys Employee Savings Plan and/or the 2004
International Employee Stock Purchase Plan;
    
    shares issued by the Company for allocation, free of charge, to employees according
to Article L. 225-197-1 of the French Commercial Code and the authorizations of the
Companys extraordinary meeting of shareholders;
    
    shares issued by the Company in payment of dividends or interim dividends; and
    
    disposals of shares repurchased by the Company pursuant to the Companys share
repurchase program, in accordance with applicable law and the authorizations granted
by the Companys general shareholders meeting.
 1.14 Rating
  1.15 Representation of Bondholders
 masse




---



##### 




   




---



##### 



1.16 Public offers
 note dinformation visa .
 1.17 Transactions undertaken by the Company
  1.18 Taxation of the Bonds
 Note dOpération
 1.19 Accounting Treatment of the Bonds
 Note dOpération
 1.20 Admission to listing and trading of the Bonds
 1.20.1 Listing
 TM
 1.20.2 Restrictions on the transferability of the Bonds
  1.20.3 Listing of similar securities
  1.21 General information concerning the Bonds
 1.21.1 Paying Agent and Depositary




---



##### 



1.21.2 Jurisdiction
 Nouveau code
de procédure civile
 1.22 Exercise of the Conversion Right
 1.22.1 Conversion Right Exercise Period
     et seq. document de référence
 
  1.22.2 Conditional Exercise




---



##### 



1.22.2.1 Exercise Based on VWAP Price
  1.22.2.2 Exercise upon satisfaction of Trading Price Condition
    TM
 1.22.2.3 Exercise upon specified corporate transactions
 TM




---



##### 



1.22.2.4 Exercise upon Public Announcement of a Change of Control Event
 avis de résultat avis de
recevabilité Bulletin des Annonces Légales
Obligatoires
 Journal Officiel TM
 1.22.2.5 Exercise upon Notice of Early Redemption
  1.22.2.6 Exercise during the period between March 2, 2012 and May 2, 2012
  1.22.3 Suspension of Conversion Rights
 fusion scission
 Bulletin des Annonces Légales Obligatoires




---



##### 



TM
 1.22.4 Exercise Period and Conversion Ratio
    1.22.5 Terms of exercise of the Conversion Right
   (i)
    
    the last Business Day of such calendar month; or(ii)
    
    the seventh Business Day preceding the date set for redemption.
   1.22.6 Settlement of exercise of the Conversion Right




---



##### 




    
    cash equal to the lesser of one-tenth (1/10th) of the nominal value of
one Bond, or the Daily Exercise Value relating to such day; and
    
    to the extent such Daily Exercise Value exceeds one-tenth (1/10th) of
the nominal value of one Bond, a number of shares equal to (A) the difference between
such Daily Exercise Value and one-tenth (1/10th) of the nominal value of
one Bond, divided by (B) the VWAP Price of the Companys shares for such day.
 th
  Sensitivity to the share price during the Settlement Calculation Period 1
 Amount paid in
    
    
    Shares delivered
    
    Shares deliveredcash per Bond
    
    
    per Bond
    
    per Bond
    
    
    Settlement AmountShare Price1
    
    
    (euro) (A)
    
    
    (number)
    
    (euro) (B)
    
    
    (euro) (A) + (B)Share price = SP<42.15
    
    
    SP
    
    
    
    0.000
    
    
    
    0.00
    
    
    
    SP42.15
    
    
    
    42.15
    
    
    
    
    0.000
    
    
    
    0.00
    
    
    
    
    42.1545.00
    
    
    
    42.15
    
    
    
    
    0.063
    
    
    
    2.85
    
    
    
    
    45.0050.00
    
    
    
    42.15
    
    
    
    
    0.157
    
    
    
    7.85
    
    
    
    
    50.0055.00
    
    
    
    42.15
    
    
    
    
    0.234
    
    
    
    12.85
    
    
    
    
    55.0060.00
    
    
    
    42.15
    
    
    
    
    0.297
    
    
    
    17.85
    
    
    
    
    60.0065.00
    
    
    
    42.15
    
    
    
    
    0.351
    
    
    
    22.85
    
    
    
    
    65.0070.00
    
    
    
    42.15
    
    
    
    
    0.398
    
    
    
    27.85
    
    
    
    
    70.0075.00
    
    
    
    42.15
    
    
    
    
    0.438
    
    
    
    32.85
    
    
    
    
    75.0080.00
    
    
    
    42.15
    
    
    
    
    0.473
    
    
    
    37.85
    
    
    
    
    80.0085.00
    
    
    
    42.15
    
    
    
    
    0.504
    
    
    
    42.85
    
    
    
    
    85.0090.00
    
    
    
    42.15
    
    
    
    
    0.532
    
    
    
    47.85
    
    
    
    
    90.0095.00
    
    
    
    42.15
    
    
    
    
    0.556
    
    
    
    52.85
    
    
    
    
    95.00100.00
    
    
    
    42.15
    
    
    
    
    0.578
    
    
    
    57.85
    
    
    
    
    100.00
 
 (1)
    
    Assuming that the share price remains unchanged during the Settlement Calculation Period.




---



##### 



Example of implementation of the settlement mechanism following the exercise of the Conversion
Right
 Nominal Value per Bond (euro)
    
    
    42.15Conversion Ratio
    
    
    1.000Average share price during the Settlement Calculation Period (euro)
    
    
    50.00Calculation of the average Daily Settlement AmountDaily Exercise Value (euro)
    
    
    5.00Portion of the Daily Settlement Amount to be paid in cash (euro)
    
    
    4.22Portion of the Daily Settlement Amount to be settled in shares (euro)
    
    
    0.78Number of shares equating to the portion of the Daily Settlement
Amount to be settled in shares (shares)
    
    
    0.015691Sum of the Daily Settlement Amounts to be paid in cash (euro)
    
    
    42.15Sum of the Daily Settlement Amounts to be settled in shares (euro)
    
    
    7.85Number of shares equating to the portion of the Daily Settlement
Amount to be settled in shares (shares)
    
    
    0.15691Total (Settlement Amount)
    
    
    50.00
  
    
    an amount in cash equal to the lesser of the nominal value per Bond or the Delivery
Amount per Bond; and
    
    in the event that the Delivery Amount exceeds the nominal value per Bond, a number of
shares equal to (A) the difference between the Delivery Amount and the nominal value per
Bond, divided by (B) the Offer Price, as defined in paragraph 1.22.9.3 (7) below.
    
    
    delivering new shares;
    
    delivering existing shares; or
    
    delivering a combination of new shares and existing shares.




---



##### 



1.22.7
    
    Rights of Bondholders to receive interests on the Bonds and to receive dividends on
to the shares delivered on settlement of the option
    1.22.8 Taxation on exercise of the Conversion Right
 Note dOpération
 1.22.9 Maintenance of Bondholders rights
 1.22.9.1 Undertakings of the Company
  1.22.9.2 In the event of a reduction of share capital resulting from losses
  1.22.9.3 Adjustments to the Conversion Ratio in the event of financial transactions
  1.
    
    an issuance of securities with listed preferential subscription rights,2.
    
    an increase in share capital by capitalization of reserves, profits or share
premiums and distribution of free shares, or the subdivision or consolidation of
shares,3.
    
    the capitalization of reserves, profits or share premiums by increasing the
nominal value of the shares,4.
    
    the distribution of reserves or premiums in cash or in securities,5.
    
    the distribution to shareholders of any bonus financial instruments other
than Company shares,




---



##### 



6.
    
    takeover, merger, or spin-off,7.
    
    a Change of Control,8.
    
    the repurchase by the Company of its own shares at a price higher than the
market price, or9.
    
    a change in the allocation of profits through the creation of preferred
shares,
  i.e.
  1.
    
    In the event of a financial transaction conferring listed preferential subscription rights,
the new Conversion Ratio will be determined by multiplying the Conversion Ratio in effect
prior to the relevant transaction by the following formula:
 Share price ex-preferential subscription right + value of the preferential subscription right

Share price ex-subscription right
 
 2.
    
    If the Company increases its share capital by capitalization of reserves, profits or share
premiums and distributes bonus shares, or subdivides or consolidates its shares, the new
Conversion Ratio will be determined by multiplying the Conversion Ratio in effect prior to the
relevant transaction by the following formula:
 Number of shares comprising the share capital outstanding after the transaction

Number of shares comprising the share capital outstanding before the transaction
 3.
    
    If the Company increases its share capital by means of a capitalization of reserves, profits
or share premiums by increasing the nominal value of the shares, the Conversion Ratio will not
be adjusted but the nominal value of the shares which may be delivered to Bondholders upon
exercise of their Conversion Right will be increased accordingly.4.
    
    If the Company distributes reserves or premiums in the form of cash or securities, or
distributes a dividend in cash or in kind (securities in portfolio, etc...), the new Conversion
Ratio will be determined by multiplying the Conversion Ratio in effect prior to the relevant
transaction by the following formula:
 Share price before distribution

Share price before distribution less the cash amount distributed per share




---



##### 



or the value of the securities or assets distributed in relation to each share
  
    
    the share price before the distribution will be calculated on the basis of
the average of the VWAP Prices for the 3 Trading Days immediately preceding the date
of distribution;
    
    if the securities are quoted on a regulated or similar market during the
relevant period, the value of securities distributed will be calculated as described
above for the share;
    
    if the securities are not quoted on a regulated or similar market before the
date of distribution, such value will be determined according to the average of the
VWAP Prices for the first 3 consecutive Trading Days on which the security is quoted
following the date of distribution, if the securities are so quoted at any time during
the 20 Trading Days following the distribution, and in any other case, as determined
by an independent expert of international repute selected by the Company.
 5.
    
    If the Company carries out a distribution of bonus financial instruments other than shares of
the Company, the new Conversion Ratio will be determined as follows:
 (a)
    
    if the right to receive the free distribution of the financial instruments is
listed on Euronext or another regulated or similar market, the Conversion Ratio in
effect prior to the relevant transaction will be multiplied by the following formula:
 Share price ex-free distribution right + price of the right to receive bonus securities

Share price ex-free distribution right
 For the purposes of calculating this formula, the share price ex-free distribution
right and the price of the right to receive bonus securities will be determined
respectively on the basis of the average VWAP Prices of the share and the right
during (i) the first 3 Trading Days on which the share price ex-free distribution
right and the price of the right to receive bonus securities are simultaneously
quoted or (ii) the number of Trading Days on which the share price ex-free
distribution right and the price of the right to receive bonus securities are
simultaneously quoted, if this number is less than 10. In the event that this
average is calculated on the basis of less than five separate quoted prices, the
calculation must be evaluated or made by an independent expert of international
repute selected by the Company;(b)
    
    if the right to receive the distribution of the financial instruments is not
listed on Euronextor another regulated or similar market, the Conversion
Ratio in effect prior to the relevant transaction will be multiplied by the following
formula:
 Share price ex-free distribution right + value of the financial instruments allotted with respect to each share

Share price ex-free distribution right
 For the purposes of calculating this formula, the Share price ex-free distribution
right and the price of the financial instruments allotted with respect to each
share, if the latter are quoted on a regulated or similar market, will be
determined on the basis of the average of the VWAP Prices quoted during 3
consecutive Trading Days following the date of distribution of such financial
instruments during which the ex-free distribution right shares and the allotted
financial instruments are simultaneously listed. If the financial instruments are
not listed on a regulated or similar market, its or their value will be determined
by an independent expert of international repute selected by the Company.




---



##### 



absorption fusion scission
    th
    
    
    If holders of the Companys shares are to receive only cash in
connection with the Change of Control Event, the Offer Price shall
be the cash amount per share (converted if necessary to euros at
the rate in effect on the Relevant Date as published by the
European Central Bank).




---



##### 




    
    Otherwise, the Offer Price shall be the average of the VWAP Prices
of the Companys shares over the five Trading Day period ending on
the Relevant Date (or the next preceding Trading Day, if the
Relevant Date is not a Trading Day).
   Offer Price(euros)
    
    
    May 3, 2007
    
    May 11, 2008
    
    May 11, 2009
    
    May 11, 2010
    
    May 11, 2011
    
    May 11, 2012<= 27
    
    
    
    0.5103
    
    
    
    0.5217
    
    
    
    0.5194
    
    
    
    0.5178
    
    
    
    0.5189
    
    
    
    0.529630.00
    
    
    
    0.4162
    
    
    
    0.4215
    
    
    
    0.4134
    
    
    
    0.4040
    
    
    
    0.3939
    
    
    
    0.376735.00
    
    
    
    0.3050
    
    
    
    0.3039
    
    
    
    0.2899
    
    
    
    0.2723
    
    
    
    0.2501
    
    
    
    0.225240.00
    
    
    
    0.2302
    
    
    
    0.2258
    
    
    
    0.2092
    
    
    
    0.1878
    
    
    
    0.1595
    
    
    
    0.132545.00
    
    
    
    0.1781
    
    
    
    0.1721
    
    
    
    0.1548
    
    
    
    0.1325
    
    
    
    0.1025
    
    
    
    0.064250.00
    
    
    
    0.1407
    
    
    
    0.1342
    
    
    
    0.1172
    
    
    
    0.0957
    
    
    
    0.0667
    
    
    
    0.013155.00
    
    
    
    0.1131
    
    
    
    0.1067
    
    
    
    0.0908
    
    
    
    0.0708
    
    
    
    0.0444
    
    
    
    0.000060.00
    
    
    
    0.0924
    
    
    
    0.0863
    
    
    
    0.0717
    
    
    
    0.0537
    
    
    
    0.0306
    
    
    
    0.000065.00
    
    
    
    0.0764
    
    
    
    0.0709
    
    
    
    0.0577
    
    
    
    0.0417
    
    
    
    0.0220
    
    
    
    0.000070.00
    
    
    
    0.0640
    
    
    
    0.0591
    
    
    
    0.0473
    
    
    
    0.0332
    
    
    
    0.0166
    
    
    
    0.000075.00
    
    
    
    0.0541
    
    
    
    0.0499
    
    
    
    0.0393
    
    
    
    0.0271
    
    
    
    0.0132
    
    
    
    0.000080.00
    
    
    
    0.0461
    
    
    
    0.0425
    
    
    
    0.0332
    
    
    
    0.0225
    
    
    
    0.0110
    
    
    
    0.000085.00
    
    
    
    0.0396
    
    
    
    0.0366
    
    
    
    0.0283
    
    
    
    0.0191
    
    
    
    0.0094
    
    
    
    0.000090.00
    
    
    
    0.0343
    
    
    
    0.0318
    
    
    
    0.0245
    
    
    
    0.0164
    
    
    
    0.0083
    
    
    
    0.000095.00
    
    
    
    0.0298
    
    
    
    0.0278
    
    
    
    0.0213
    
    
    
    0.0143
    
    
    
    0.0075
    
    
    
    0.0000>= 100
    
    
    
    0.0260
    
    
    
    0.0244
    
    
    
    0.0187
    
    
    
    0.0127
    
    
    
    0.0068
    
    
    
    0.0000
  
    
    if the Offer Price is between two Offer Price amounts in the table or the day
immediately following a Relevant Date is between two days in the table, the Additional
Number of Shares will be determined by straight line interpolation between the
Additional Number of Shares set forth for the higher and lower Offer Prices and the
two nearest dates, based on a 365-day year;
    
    if the Offer Price is greater than 100 per share (as adjusted on the same basis
as the adjustment to the figures in the table, as provided above), there will be no
Additional Number of Shares;
    
    if the Offer Price is less than 27 per share (as adjusted on the same basis as
the adjustment to the figures in the table, as provided above), there will be no
Additional Number of Shares.
  
    
    in the cases discussed in paragraph (a) above, if the 30th day of such 60-day
period occurs prior to the Initial Exercise Date or the commencement of the Year Two
Exercise Period, or




---



##### 




    
    in the cases discussed in paragraph (b) above, if the last day of the Early
Exercise Period occurs prior to the Initial Exercise Date or the commencement of the
Year Two Exercise Period,
  8.
    
    In the event of a purchase by the Company of its own shares at a price higher than the market
price, the new Conversion Ratio shall be determined by multiplying the Conversion Ratio in
effect before the commencement of such purchase by the following ratio, rounded to the nearest
hundredth of a share:
 Share price + Pc % x (Purchase price  Share price)

Share price
  
    
    Share price means the average of the VWAP Prices for the 3 Trading Days preceding the
purchase (or the possibility to purchase);
    
    Pc % means the percentage of share capital purchased;
    
    Purchase price means the price at which the share is effectively purchased (which, by
definition, will be higher than the Price of the share as defined above).
 9.
    
    In the event of the Companys modification of the allocation of its profits through the
creation of preferred shares, the new Conversion Ratio will be equal to the product of the
Conversion Ratio in force before the beginning of this transaction multiplied by:
 Share price before modification of the allocation of profits

Share price before modification of the allocation of profits 
Amount of the reduction per share of the right to profits




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1.22.10 Notice to Bondholders in the event of adjustments
 Bulletin des Annonces Légales Obligatoires TM
 1.22.11 Treatment of fractional entitlements
  
    
    the next lower whole number of shares, in which case the Bondholder will
receive a cash payment (with 0.0005 being rounded up to the nearest one-thousandth,
i.e.0.001) equal to the value of the remaining fractional share, calculated on the
basis of the opening share price quoted on Eurolist by Euronext ParisTM on
the Trading Day preceding the date on which the request for the exercise of the
Conversion Right request is made; or
    
    the next greater whole number of shares, provided that in such case the
Bondholder pays the Company an amount (with 0.0005 being rounded up to the nearest
one-thousandth, i.e.0.001) equal to the value of the additional fraction of a share
requested, calculated on the basis set out in the preceding paragraph.
  1.23 Shares delivered upon exercise of the Conversion Right
 1.23.1 Rights attached to the shares to be delivered, if any
 1.23.1.1 New shares to be issued upon exercise of the Conversion Right
 statuts




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TM
 1.23.1.2 Existing shares delivered upon exercise of the Conversion Right
  1.23.1.3 General provisions
    1.23.2 Transferability of the shares
  1.23.3 Nature and form of the shares
  inscrites en
compte
 
    
    by BNP Paribas Securities Services acting on behalf of the Company, in
respect of fully registered shares (nominatifs purs);
    
    by an authorized financial intermediary selected by the shareholder, and by
BNP Paribas Securities Services acting on behalf of the Company, in respect of shares
in administered, registered form (nominatifs administrés); or
    
    by an authorized financial intermediary selected by the shareholder in
respect of shares in bearer form (au porteur).
 1.23.4 Taxation of French Residents
 Note dOpération
 1.23.5 Listing of new shares
 TM TM




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1.23.6 U.S. Registration Rights
  
    
    use reasonable efforts to file, within 270 days after the issue date of the Bonds,
a shelf registration statement (a Registration Statement) with the United States
Securities and Exchange Commission (SEC) covering new or existing shares remitted
upon the exercise of the Conversion Right, provided that in the event the
Company reasonably determines that (i) it is a well-known seasoned issuer (within the
meaning of Rule 405 under the Securities Act (as defined below)) and will continue to
be a well-known seasoned issuer until at least the first anniversary of the date of
initial issuance of the Bonds, (ii) it is entitled to file such Registration Statement
on Form S-3, and (iii) such Registration Statement will become effective immediately
upon filing pursuant to Rule 462(e) under the Securities Act, then the Company may
defer such filing until not later than the end of the seventh day prior to such first
anniversary date;
    
    use reasonable efforts to cause such Registration Statement to become or be
declared effective under the U.S. Securities Act of 1933, as amended (the Securities
Act) on or prior to the first anniversary of the date of the initial date of issuance
of the Bonds ; and
    
    subject to the Companys rights to suspend use of the Registration Statement and
the related prospectus under the circumstances described below, use reasonable efforts
to keep the Registration Statement continuously effective, supplemented and amended as
required under the Securities Act until the second anniversary of the date of the
initial issuance of the Bonds.
  
    
    is not filed with the SEC on or prior to 270 days after the date
of the initial issuance of the Bonds (or such later date as is
permitted pursuant to the proviso set forth above), or has not
become or been declared effective by the SEC on or prior to the
first anniversary of the date of the initial issuance of the
Bonds; or
    
    is filed and becomes or is declared effective but shall thereafter
cease to be effective (without being succeeded immediately by a
replacement shelf registration statement filed and declared
effective) or usable for the shares remitted upon the exercise of
the Conversion Right (other than as a result of the Companys
suspension of the use of the Registration Statement under the
circumstances described below);(both of which circumstances are hereafter referred to as a registration default), the
Company will pay registration default damages to each Bondholder.
  
    
    the interest rate payable on the Bonds shall be increased by 0.25
percent (or 25 basis points) per annum after the 90-day period
mentioned above;
    
    the interest rate payable on the Bonds shall be increased by an
additional 0.25 percent (or 25 additional basis points) per annum
after the 90-day period mentioned above.




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
    
    the Conversion Right may not be exercised until the earlier of such time as (i) a
Registration Statement has become or is declared effective by the SEC or (ii) the second
anniversary of the initial date of issuance of the Bonds; and
    
    the Company will publish a notice to this effect in the manner described below at least
one Business Day up to a first anniversary date (absent which Bondholders may assume that the
Registration Statement will become effective on such anniversary date).
  
    
    would, in the Companys judgment, contain a material misstatement or significant omission
as a result of an event that has occurred after its initial effective date and is continuing;
and
    
    the Company cannot correct the misstatement or significant omission without unreasonable
effort, or the Company reasonably determines that the disclosure of this material non-public
information would have a material adverse effect on the Company and its subsidiaries taken as
a whole.
  TM