QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 4.2    
    


 
 

COMPANY SAVINGS PLAN DOCUMENT    
    


Note: English version for information only—no legal value  


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


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


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


RECITALS  


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


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


        This
plan document set forth in particular the terms applicable to the capital increase reserved to Plan participants deciced by the Chairman of the Board on June 16, 2003, in
compliance with his power granted by the Board of the Company on May 15, 3003, hereafter "the Capital Increase". The Company shares purchased in the scope of this offer will be subscribed to
via the Business Objects September 2003 company investment fund, then rapidly transferred to the Business Objects Actionnariat company investment fund. 


        This
plan document supersedes and replaces that dated February 4,2003. This replacement in no way effects the unavailability periods of blocked funds or the tax treatment of sums
previously invested by Company employees under the applicable Plan Document. 


 
 

TITLE I—ENROLLMENT IN THE PLAN    
    


ARTICLE 1—WHO IS ELIGIBLE  


	1.1
	All
Company employees are eligible to join the Plan after having "legally belonged" to the Company for at least three months. The notion of legally belonging means being an employee
of the company, without subtracting for periods of suspension of the employment contract for whatever reason.



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



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


1





 

ARTICLE 2—ENROLLMENT FORMALITIES  


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


2.1—Optional enrollment  



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


2.2—Automatic enrollment  


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


 
 

TITLE II—PLAN CONTRIBUTIONS    
    


ARTICLE 3—ORIGIN OF PLAN CONTRIBUTIONS  


        Contributions
can be made to the Plan by: 



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



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



	•
	Other
individual voluntary contributions;



	•
	Company
matching contributions, if so granted;



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



	•
	The
income and investment earnings on Plan assets, as well as the dividend and other tax credits applicable thereto. 






ARTICLE 4—CONTRIBUTION METHODS  


4.1—Statutory profit-sharing  


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


4.2—Voluntary contributions  


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


        The
total annual amount of the sums contributed by the Plan participant may not exceed the legal ceiling which, as of the date of this plan document, is one-quarter of the
participant's annual gross salary if an employee and one-quarter of the pension amount received per year if the participant is 


2





 



retired
or has taken early retirement. Only voluntary contributions, defined as elective profit-sharing distribution amounts, regular and special contributions are taken into consideration for
purposes of calculating the maximum annual contribution, not the other means of contribution. 



4.2.1—Elective profit-sharing distribution payment  


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


4.2.2—Regular contributions in the scope of annual savings plan  


        The employee participant may make voluntary contributions in the scope of an annual savings plan, wherein the participant fixes an annual contribution amount at
the time of joining the Plan. The annual contribution amount may be increased or decreased at the beginning of each calendar year, up to a maximum of 160,000 euros per year. 



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


4.2.3—Special contributions  


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


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


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



          (i)  Either
10% of the gross salary paid to the participant between March 1, 2003 and August 31, 2003, with the additional limitation that the authorized
subscription amount is capped under section 423(b)(8) of the American Internal Revenue Code of 1986, as modified; 



         (ii)  Or
the exchange value of 500 "parts" of the Business Objects September 2003 fund. 




        The
maximum number of "parts" of the Business Objects September 2003 fund to be purchased by the participant, within the limits set forth in (i) and (ii), is then
multiplied by the total number of available shares in the scope of the offer and divided by the maximum number of Business Objects September 2003 fund "parts" to be purchased by all employees,
within the limits set forth in (i) and (ii), and finally rounded down to a whole number. 



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


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


ARTICLE 5—INCOME, DIVIDEND AND OTHER TAX CREDITS  



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


3





 


 
 

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


ARTICLE 6—INVESTMENT VEHICLES  


6.1—Investment of sums paid into the Plan  


        Sums paid into the Plan are used to purchase "parts": 



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



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



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



	•
	Of
the Business Objects September 2003 multi-company fund currently in approval stages with the French securities and exchange commission ("COB"), governed by
Article L. 214-40 of the Monetary and Financial Code. 




        These
funds together are referred to as the "Funds" herein. 


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


        The
administration of the funds is provided by: 



	•
	Neuflize,
Schlumberger, Mallet Gestion, a joint-stock company governed by a board of directors and a monitoring committee with a capital of 8,000,000 euros, headquartered in
Paris at 3 avenue Hoche, registered with the Paris Trade Registry under number B 328 582 523, as the portfolio management company;



	•
	Bank
Neuflize, Schlumberger, Mallet, Demachy, a joint-stock company governed by a board of directors and a monitoring committee with a capital of 197,206,724 euros,
headquartered in Paris at 3 avenue Hoche, registered with the Paris Trade Registry under number B 552 003 261, as the plan administrator and trustee. 




6.2—Investment of Company shares placed into the Plan  


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


        The
share custodian is the Bank Neuflize, Schlumberger, Mallet, Demachy, a joint-stock company governed by a board of directors and a monitoring committee with a capital of 197,206,724
euros, headquartered in Paris at 3 avenue Hoche, registered with the Paris Trade Registry under number B 552 003 261. 


4





 



ARTICLE 7—USE OF SUMS PAID IN AND MANAGEMENT OF PARTICIPANT HOLDINGS  



7.1—Statutory profit-sharing plan special reserve  


        The participant chooses the fund(s) into which his or her statutory profit-sharing distribution is paid from among the Business Objects September 2003
fund, Capi-Equilibre and Capi-Sécurité. S/he in particular decides, where applicable, the allocation of the amounts between the various funds. If
the administrator is not notified of the participant's choice, the statutory profit-sharing distribution amount is automatically deposited into Capi-Sécurité. 



7.2—Elective profit-sharing distribution  


        When a beneficiary decides to invest all or a part of his elective profit-sharing distribution payment into the Plan, s/he chooses the fund(s) among Business
Objects September 2003, Capi-Equilibre and Capi-Sécurité into which the amounts will be deposited. S/he specifically decides, where
applicable, the allocation of the amounts between the various funds. If
the administrator is not notified of the participant's choice, the statutory profit-sharing distribution amount is automatically deposited into Capi-Sécurité. 



7.3—Regular contributions  


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


7.4—Special contributions  


        When a beneficiary decides to make a special contribution to the Plan, s/he chooses the fund(s) from among the Capi-Equilibre and
Capi-Sécurité funds into which the amounts will be deposited. S/he specifically decides, where applicable, the allocation of the amounts between the various
funds. If the administrator is not notified of his/her choice, the statutory profit-sharing distribution amount is automatically deposited into Capi-Sécurité. 


        Nonetheless,
if the participant makes a special contribution to the Plan in the scope of the Capital Increase, s/he may choose the fund(s) from among Business Objects
September 2003, Capi-Equilibre and Capi-Sécurité into which the amounts will be deposited. S/he specifically decides, where applicable, the
allocation of the amounts between the various funds. 


7.5—Arbitrage from one fund to another  


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



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



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



	•
	No
arbitrage of Business Objects Actionnariat "parts" can be processed if they have not been fully paid; 



5





 



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




7.6—Income, dividend and other tax credits  


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


        The
Company shares held in individual securities accounts, the income, dividends and applicable dividend tax credits are reinvested in the
Capi-Sécurité fund. Payments in kind (bonus shares or other amounts) are reinvested in the individual stock accounts. 


ARTICLE 8—PARTICIPANT ASSETS  


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



        Neuflize,
Schlumberger, Mallet Gestion, a joint-stock company governed by a board of directors and a monitoring committee with a capital of 8,000,000 euros, whose head office is located
in Paris at 3 avenue Hoche, registered with the Paris Trade Registry under number B 328 582 523 serves as the portfolio manager for the Plan. 


        Plan
participants' assets are expressed: 



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



	•
	in
Company shares. 



 
 

TITLE IV—UNAVAILABILITY AND PAYMENT    
    


ARTICLE 9—UNAVAILABILITY OF ASSETS AND REQUESTS FOR WITHDRAWAL  


9.1—Amounts paid into the Plan  


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


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


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


        As
of the date of signature of this plan document, such circumstances are defined as the following: 



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


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



6





 




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


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


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



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


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



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


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




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


9.2—Company shares contributed to the Plan  


        Company shares contributed to the Plan, as per the paragraph 4.2.4 "Contribution of Company shares resulting from the exercise of options" from
Article 4 herein entitled "Payment methods", are unavailable before the expiration of a five-year period, counting from the first day of the fourth month of the fiscal year in which
they were contributed to the Plan. 


9.3—Death of Plan participant  


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


7





 



ARTICLE 10—WITHDRAWAL OF ASSETS  


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


10.1—Assets invested in the funds  


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


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


10.2—Company shares kept in individual stock accounts  


        For Company shares kept in individual stock accounts, withdrawal requests are met by a delivery of shares. 


ARTICLE 11—EMPLOYEE DEPARTURE  



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



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



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



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






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


 
 

TITLE V—INFORMATION, TAX AND SOCIAL REGIME, FEES    
    


ARTICLE 12—PARTICIPANT INFORMATION  


12.1—How the Plan works  



        The staff members are informed of the existence and content of this Plan Document by employee notice. 


        All
new hires also receive a copy of the employee notice. 


        This
Plan Document is furnished to employees upon request. 


        Any
modification to the Plan Document is communicated to all Plan participants and Company employees. 


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


8





 



12.2—Position of assets, investment methods and miscellaneous information  


12.2.1—Individual account statements  


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



	•
	at
the end of the quarter, when account movement has transpired over the course of that same period;



	•
	at
least once a year, on December 31. 




12.2.2—Minitel  


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



12.2.3—Voice response system  


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


12.2.4—Internet  


        Plan participants may use the Internet to consult their individual account(s) and to obtain general information concerning the proposed investment vehicles,
regulations and release of funds. They may also use the Internet to arbitrate shares or "parts" within the Plan. 



12.2.5—Fund management report  


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


ARTICLE 13—TAX AND SOCIAL REGIME  


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


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


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


ARTICLE 14—PLAN ADMINISTRATION FEES  


14.1—Portfolio management fees  


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


9






 



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


14.2—Other fees  


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



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



	•
	Service
charges, auditor's fees, and brokerage fees for the Business Objects Actionnariat fund;



	•
	Custodial
fees for Company shares. 




        Participants
pay: 



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



	•
	Service
charges, auditor's fees, and brokerage fees for Capi-Sécurité et Capi-Equilibre. 



 
 

TITLE V—MISCELLANEOUS PROVISIONS    
    


ARTICLE 15—CONFLICT RESOLUTION  


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


ARTICLE 16—ENTRY INTO EFFECT, DURATION, MODIFICATIONS AND TERMINATION OF PLAN  


16.1—Entry into effect and duration of Plan  


        This plan document shall take effect as of the date of signature. They are to apply for the duration of the fiscal year, and can be renewed by tacit agreement by
fiscal year periods. 


        The
fiscal year of the Plan begins January 1 and ends December 31. The first fiscal year will end December 31 2003 and is therefore, exceptionally, of a shorter
duration. 


16.2—Modifications and termination of the Plan  


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



ARTICLE 17—CONSULTATION BETWEEN LABOUR AND MANAGEMENT  


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


ARTICLE 18—FINAL CLAUSES  


        This Plan Document was concluded on the date cited below, having observed the 15-day minimum waiting period following the Company labor-management
consultation required under L.443-1 of the Labor Code. Five original copies of the Plan Document and its annexes shall be, at the Company's request, immediately deposited with the relevant
Regional Labor, Employment and Continuing Education Department to which the Company is assigned. 













Executed
in Levallois-Perret, July 15, 2003 in ten original copies 













10





























QuickLinks



Exhibit 4.2


COMPANY SAVINGS PLAN DOCUMENT

TITLE I—ENROLLMENT IN THE PLAN

TITLE II—PLAN CONTRIBUTIONS

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

TITLE IV—UNAVAILABILITY AND PAYMENT

TITLE V—INFORMATION, TAX AND SOCIAL REGIME, FEES

TITLE V—MISCELLANEOUS PROVISIONS