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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
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Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BUSINESS OBJECTS S.A.
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[BUSINESS OBJECTS LOGO]
SOCIETE ANONYME
WITH A SHARE CAPITAL OF E 4,029,420.10
REGISTERED OFFICE : 157-159 RUE ANATOLE FRANCE
92300 LEVALLOIS-PERRET
R.C.S. NANTERRE B 379 821 994
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NOTICE TO HOLDERS OF AMERICAN DEPOSITARY SHARES OF AN ORDINARY AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 6, 2001
NOTICE IS HEREBY GIVEN THAT an Ordinary and Extraordinary General Meeting
of the shareholders of Business Objects S.A., a French corporation (the
"Company"), will be held on February 6, 2001 at 2.00 p.m. at CNIT La Defense,
Salle Andrews, 2 Place de la Defense, 92053 "Paris La Defense France, in order
to vote on the following items:
Within the authority of the Ordinary General Meeting, the following
items will be voted on:
1. To ratify the nomination of Mr. John Olsen as Director of the
Company.
2. To ratify the transfer of the registered office of the Company.
Within the authority of the Extraordinary General Meeting, the
following items will be voted on:
3. To approve the 2001 Stock Option Plan in the form of an "evergreen
plan" and to authorize shares reserved for issuance thereunder.
4. To issue 15,000 share warrants to Mr. John Olsen.
5. To amend the authorization previously granted to your Board of
Directors to issue new securities with preferential subscription rights.
6. To authorize your Board of Directors to increase the share capital
through capitalization of reserves and premiums in order to effect a
three-for-two stock split.
7. To authorize your Board of Directors to proportionately adjust the
number of shares authorized for issuance under the 1999 Stock Option Plan
in the event of changes in capitalization.
The foregoing items are more fully described in the Proxy Statement
accompanying this notice.
By Order of the Board of Directors
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE AND
PROMPTLY RETURN THE ENCLOSED VOTING INSTRUCTION CARD IN THE ENVELOPE PROVIDED.
IF THE QUORUM FOR THE ORDINARY AND/OR THE EXTRAORDINARY MEETING IS NOT MET ON
FEBRUARY 6, 2001, YOU WILL BE INVITED TO VOTE AT A MEETING ON FEBRUARY 14, 2001
ON THE SAME AGENDA AS DESCRIBED IN THIS NOTICE.
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[BUSINESS OBJECTS LOGO]
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PROXY STATEMENT
FOR ORDINARY AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
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PROCEDURAL MATTERS
GENERAL; RECORD DATE
This Proxy Statement is being furnished in connection with the solicitation
of Voting Instruction Cards by the Board of Directors of Business Objects S.A.
("the Company") for use at the Ordinary and Extraordinary General Meeting of
Shareholders (the "Special Meeting") to be held on February 6, 2001 at 2:00
p.m., France time, and at any adjournment thereof, for the purposes set forth
herein. The Special Meeting will comprise both an Ordinary and an Extraordinary
General Meeting of the Company's shareholders.
The Special Meeting will be held at CNIT La Defense, Salle Andrews, 2 Place
de la Defense, 92053 "Paris La Defense, France. The Company's principal
executive offices are located at 157-159 rue Anatole France 92300
Levallois-Perret, France, and the telephone number at that location is (331) 41
25 21 21.
These solicitation materials were mailed on or about December 21, 2000, to
all holders of American Depositary Shares as of December 11, 2000 (the "Record
Date"). The number of shares entitled to vote at the Special Meeting as of the
Record Date is .
INFORMATION CONCERNING VOTING
Pursuant to a program sponsored by us, our ordinary shares (the "Ordinary
Shares") are traded in the United States in the form of American Depositary
Shares, each American Depositary Share corresponding to one Ordinary Share
deposited with The Bank of New York (the "Depositary"). Our Ordinary Shares are
also traded in France on the Premier Marche of Euronext Paris S.A.
You may vote by using the enclosed Voting Instruction Card. If you wish to
vote directly the Ordinary Shares underlying your American Depositary Shares and
attend the Special Meeting, you must contact the Depositary in order to become
an owner of the Ordinary Shares corresponding to your American Depositary Shares
prior to January 15, 2001.
QUORUM REQUIRED UNDER FRENCH LAW
The required quorum for ordinary resolutions is one-fourth of the total
outstanding Ordinary Shares with voting rights. If such quorum is not met, a
second shareholders' meeting will be held. At this second meeting, no quorum is
required for ordinary resolutions.
The required quorum for extraordinary resolutions is one-third of the total
outstanding Ordinary Shares with voting rights. If such quorum is not met, a
second shareholders' meeting will be held. At this second meeting, the quorum
required for extraordinary resolutions is one-fourth of the total outstanding
Ordinary Shares with voting rights on second call.
Ordinary Shares that are voted "FOR," "AGAINST" or "ABSTAIN" from a matter
are treated as being present at the Special Meeting for purposes of establishing
a quorum.
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MAJORITY VOTE REQUIRED UNDER FRENCH LAW
Passage of ordinary resolutions requires the affirmative vote of a majority
of the Ordinary Shares present or represented at the Special Meeting.
Passage of extraordinary resolutions requires the affirmative vote of
two-thirds of the Ordinary Shares present or represented at the Special Meeting.
VOTING BY HOLDERS OF AMERICAN DEPOSITARY SHARES
You are entitled to notice of the Special Meeting, and may vote the
Ordinary Shares underlying your American Depositary Shares at the Special
Meeting in one of two ways: (A) by properly completing and returning the
enclosed Voting Instruction Card to the Depositary by no later than January 30,
2001 (the "Receipt Date"), you will cause the Depositary to vote the Ordinary
Shares underlying the American Depositary Shares in the manner prescribed in the
Voting Instruction Card as more fully described below; or (B) you may elect to
exchange your American Depositary Shares for Ordinary Shares and may attend the
Special Meeting and vote the Ordinary Shares in person.
The significant differences between these two alternatives are as follows:
(i) a holder of American Depositary Shares will not be entitled to attend the
Special Meeting in person but must rather rely upon the Depositary for
representation; (ii) a holder of American Depositary Shares may not have the
opportunity to consider or vote on any matters which may be presented at the
Special Meeting other than those described in this Proxy Statement or any
further solicitation made by Business Objects S.A.; (iii) a holder of American
Depositary Shares is not entitled to present proposals at the Special Meeting
for consideration at such meeting; and (iv) a holder of Ordinary Shares must
actually be the holder of the Ordinary Shares on February 5, 2001 (and hold such
Ordinary Shares through the date of the Special Meeting), and, therefore,
holding American Depositary Shares (or Ordinary Shares) on the Record Date will
not be sufficient to entitle one to attend or vote at the Special Meeting.
Voting Through Depositary. Upon receipt by the Depositary of a properly
completed Voting Instruction Card on or before the Receipt Date, the Depositary
will, insofar as practicable and permitted under applicable provisions of French
law and the articles of association ("Statuts") of Business Objects S.A., vote
or cause to be voted the Ordinary Shares underlying American Depositary Shares
in accordance with any non-discretionary instructions set forth in such Voting
Instruction Card.
If (i) Voting Instruction Cards are signed but are missing voting
instructions, (ii) Voting Instructions Cards are improperly completed, or (iii)
no Voting Instruction Card is received by the Depositary from a holder of
American Depositary Shares on or before the Receipt Date, the Depositary will
deem such holder of American Depositary Shares to have instructed the Depositary
to give a proxy to the President of the Special Meeting to vote in favor of each
proposal recommended by our Board of Directors and against each proposal opposed
by our Board of Directors.
Voting Ordinary Shares. Under French law and our Statuts, only shareholders
holding Ordinary Shares may vote the Ordinary Shares and attend a shareholders'
meeting, subject to the following: (i) holders of registered Ordinary Shares
must have the Ordinary Shares registered in their name at least one Paris
business day prior to the date of a shareholders' meeting; (ii) holders of
bearer Ordinary Shares must, at least one Paris business day prior to the date
of a shareholders' meeting, evidence that the bearer Ordinary Shares are being
held in a blocked account by producing a certificate issued by the financial
intermediary holding the Ordinary Shares. Therefore, in order for a holder of
American Depositary Shares to attend the Special Meeting and vote the Ordinary
Shares, such holder must first become the owner of Ordinary Shares underlying
the American Depositary Shares. To accomplish this, a holder of American
Depositary Shares must deliver, on or before January 15, 2000, his or her
American Depositary Shares to the Depositary for cancellation and pay the
related exchange charges of the Depositary, as provided in the Deposit Agreement
dated September 22, 1994 and amended on May 8, 1996 and December 30, 1998. The
Depositary will then request that the Paris office of BNP Paribas as custodian
(the "Custodian") of the Ordinary Shares underlying the American Depositary
Shares to register such holder in the share register of Business Objects S.A.
and will request the Custodian to
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make arrangements to allow the holder of Ordinary Shares to vote at the Special
Meeting. The Custodian will not permit any transfer of the Ordinary Shares
during the "blocked period" of February 5 through February 6, 2001.
RECEIPT DATE
The Depositary must receive the Voting Instruction Card on or before the
Receipt Date, which is January 30, 2001.
REVOCABILITY OF VOTING INSTRUCTIONS
All American Depositary Shares held by holders entitled to vote and
represented by properly completed and executed Voting Instruction Cards received
on or prior to the Receipt Date, and not revoked, will be voted at the Special
Meeting in accordance with the instructions indicated on the Voting Instruction
Cards. Any voting instructions given pursuant to this solicitation may be
revoked by the person giving it at any time before it is voted. A Voting
Instruction Card may be revoked by filing with The Bank of New York, before
January 30, 2001, a written notice of revocation or a duly executed Voting
Instruction Card, in either case dated later than the prior Voting Instruction
Card relating to the same American Depositary Shares.
EXPENSES OF SOLICITATION
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by Business Objects S.A. We may
reimburse brokerage firms, custodians, nominees, fiduciaries and other persons
representing beneficial owners of American Depositary Shares for their
reasonable expenses in forwarding proxy material to and in soliciting votes from
such beneficial owners. Our Directors, officers and employees may also solicit
votes in person or by telephone, telegram, letter, facsimile or other means of
communication. Such Directors, officers and employees will not be additionally
compensated, but they may be reimbursed for reasonable out-of-pocket expenses in
connection with such solicitation.
PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS
Under French corporate law, owners of Ordinary Shares holding a defined
percentage of our share capital may propose new resolutions or modifications to
the resolutions presented by the Board of Directors to the shareholders for
their approval no later than 10 days following publication of the notice of this
Special Meeting in the "Bulletin des Annonces Legales Obligatoires" ("BALO").
The number of Ordinary Shares required to be held to propose new resolutions for
consideration at the Special Meeting as of the date of this Proxy Statement is
. New resolutions or modifications to the resolutions by
shareholders must be sent to our registered office at Business Objects S.A.,
157-159 rue Anatole France, 92300, Levallois-Perret, France, Attention:
President, by registered mail with acknowledgement of receipt requested. We
expect to publish a notice of the Special Meeting in the BALO on or about
January 3, 2001.
DOCUMENTS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY
The following documents are appended to this Proxy Statement: (i) the text
of the report of the Board of Directors, (ii) the text of the resolutions
submitted to the Special Meeting, (iii) an overview of Business Objects'
financial condition and results of operations and (iv) the text of the Audit
Committee Charter. In addition, you may request copies of additional
information, in accordance with French law relating to commercial companies,
using the enclosed Request for Information Form. Such additional information may
include, but is not limited to, the statutory auditors' reports.
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ORDINARY GENERAL MEETING
Within the authority of the Ordinary General Meeting, the following matters
will be considered and voted upon:
PROPOSAL 1
RATIFICATION OF THE ELECTION OF JOHN OLSEN AS DIRECTOR
On October 25, 2000, your Board of Directors elected Mr. John Olsen as
Director of the Company, subject to ratification at the next general meeting of
shareholders. This nomination was made to fill the vacancy created by the
resignation of Mr. Philippe Claude effective July 11, 2000. In accordance with
French law and the Statuts of the Company, shareholders are requested to ratify
this decision. The term of office of Mr. Olsen on the Board of Directors shall
be equal to the term of office of Mr. Claude, i.e. shall expire in 2003.
Information regarding the nominee and other Directors of the Company is set
forth on page .
The First Resolution sets forth the full text of the shareholder action to
which this Proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION RATIFYING THE
ELECTION OF THE NOMINEE LISTED ABOVE
PROPOSAL 2
RATIFICATION OF THE TRANSFER OF OUR REGISTERED OFFICE
On July 18, 2000, your Board of Directors resolved to transfer the
registered office of the Company within the same district in France, near Paris.
In accordance with French law and the Statuts of the Company, shareholders are
requested to ratify this decision and the related amendment of the Statuts of
the Company.
The Second Resolution sets forth the full text of the shareholder action to
which this Proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
TO WHICH THIS PROPOSAL RELATES
EXTRAORDINARY GENERAL MEETING
Within the authority of the Extraordinary General Meeting, the following
items will be voted on:
PROPOSAL 3
RELATED TO THE 2001 STOCK OPTION PLAN
At the Special Meeting, the shareholders are being requested to approve the
2001 Option Plan, the terms of which are more fully described below, and to
authorize the issuance of shares reserved thereunder.
The maximum aggregate number of Ordinary Shares which may be optioned and
issued under the 2001 Option Plan would be 2,500,000 Ordinary Shares of E0.10
nominal value each, plus an annual increase to be added on June 30 of each year
beginning in 2002 equal to the lesser of (i) 3,000,000 Ordinary Shares of E0.10
nominal value each, (ii) 5% of the total Company's Ordinary Shares on such date,
or (iii) a lesser amount determined by the Board, provided however that in
accordance with French law, options issued and outstanding may in no event
exceed one third of the share capital.
In the event the Sixth Resolution is adopted and the intended three-for-two
stock split more fully described under Proposal 6 is effected, the number of
Shares reserved for issuance under the 2001 Option Plan would be adjusted
proportionately to reflect the corresponding change in capitalization of the
Company.
We believe that the granting of stock options motivates high levels of
performance and provides an effective means of recognizing employee
contributions to the success of the Company. We also believe that
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this policy is of great value in recruiting and retaining highly qualified
technical and other key personnel who are in great demand as well as rewarding
and incenting current employees. The ability to grant options will be important
to the future success of the Company by allowing it to accomplish these
objectives. The proposed 2001 Option Plan and the reservation of Ordinary Shares
for issuance thereunder is intended to provide the Company with sufficient
shares to meet anticipated needs for hiring and retention purposes.
As of October 30, 2000, the Company has granted options to subscribe for an
aggregate of up to 5,560,952 Ordinary Shares. In May 1999, the Company adopted a
stock option plan (the "1999 Option Plan") and reserved 4,750,000 Ordinary
Shares for issuance thereunder. As of October 30, 2000, 1,975,395 options
remained available for grant under the 1999 Option Plan, subject to adjustments,
if any, described in Proposal 7 below. The 1999 Option Plan will expire in May
2004.
The Third Resolution sets forth the full text of the shareholder action to
which this Proposal relates.
SUMMARY OF THE 2001 OPTION PLAN
Purpose. The purpose of the 2001 Option Plan is to attract and retain the
best available personnel for positions of substantial responsibilities, to
provide additional incentive to employees and to promote the success of the
Company's business.
Administration. The 2001 Option Plan is administered by the Board of
Directors. Subject to the other provisions of the Plan, the Board has the power
to determine the terms and conditions of the options granted, including the
exercise price, the number of shares subject to the option and the
exercisability thereof.
Eligibility. Pursuant to French applicable law, options may be granted to
employees of the Company or any affiliated company, as well as to the Chief
Executive Officer (President-Directeur General) and Managing Directors
(Directeurs Generaux). Under French law, the Company cannot grant options to
members of the Board of Directors other than the President-Directeur General or
a Directeur General.
Terms and conditions of options. Each option granted is evidenced by a
written stock option agreement between the optionee and the Company and is
subject to the following terms and conditions:
(a) Exercise price. The Board of Directors determines the exercise
price at the time the option is granted.
The exercise price for an option to subscribe for new Ordinary Shares
may be no less than the higher of (i) 100% of the closing price as reported
on the Premier Marche of Euronext Paris S.A. on the last trading day prior
to the date of grant, or (ii) 80% of the average of the closing prices on
such market over the twenty trading days preceding the grant date;
provided, however, that the exercise price may not be less than 110% of the
closing price per share on the last trading day prior to the date of grant
for options, intended to qualify as incentive stock options, granted to a
U.S. beneficiary who, at the time the incentive stock option is granted,
owns stock representing more than ten percent (10%) of the voting rights of
all classes of stock of the Company or an affiliate company.
When an option entitles the holder to purchase shares previously
repurchased by the Company, the exercise price, notwithstanding the above
provisions and in accordance with applicable law, may not be less than
eighty percent (80%) of the average purchase price paid for all shares
previously repurchased by the Company.
The exercise price and the number of Shares optioned may not be
adjusted, except upon the occurrence of events defined in article L.225-181
of the Commercial Code. Such events relate mainly to changes in
capitalization.
(b) Exercise of the Option. Each stock option agreement specifies the
term of the option and the date when the option becomes exercisable. The
terms of such vesting are determined by the Board of Directors. Options
granted by the Company generally vest at a rate of 25% of the Shares
subject to the option after twelve months, and then 1/48 of the Shares
subject to the option vest each month thereafter, provided the beneficiary
remains continuously employed by the Company or an affiliate company. Due
to
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adverse social security regulations in France, options granted to
France-based employees vest over four years with 50% of the shares vesting
after two years, and the remaining shares vesting monthly over the next two
following years.
(c) Termination of Employment. In the event an optionee's status as an
employee terminates for any reason other than death or disability, the
optionee may exercise his or her options, to the extent vested, within
ninety (90) days from the date of such termination. Options can be
exercised within six months in case of death or disability.
(d) Term of Options. Options have a term of no more than ten years.
(e) Non-transferability of Options. An option is not transferable by
the optionee, other than by will or the laws of descent and distribution.
In the event of the optionee's death, all vested options may be exercised
by a person who acquires the right to exercise the option by bequest or
inheritance.
(f) Transferability of Shares. As a general rule, Shares acquired
pursuant to the exercise of an option may be immediately disposed of.
However, beginning in January 1997, French companies are required to pay,
for France-based employees, French social contributions and certain
salary-based taxes, which may represent, for the Company, up to 45% of the
taxable gain on the difference between the option price and the fair market
value of the underlying Shares on the exercise date if the beneficiary
disposes of the Ordinary Shares before a five-year period following the
grant of the option. Accordingly, options granted after December 1996 are
subject to a minimum holding period requirement of the underlying Ordinary
Shares, such that France-based optionees are not be allowed to sell or
dispose of such shares before the expiration of a five-year period from the
grant date.
Term of Plan. The 2001 Option Plan terminates and the authorization to
issue options thereunder, expires on February 6, 2006.
UNITED STATES FEDERAL TAX INFORMATION
Options granted under the Option Plan may be either "incentive stock
options," as defined in Section 422 of the United States Internal Revenue Code
of 1986, as amended, or "nonstatutory" options.
Incentive Stock Options. If an option granted under the 2001 Option Plan is
an incentive stock option, the optionee will recognize no income upon grant of
the incentive stock option and incur no tax liability due to exercise of the
option unless the optionee is subject to the alternative minimum tax. Upon the
sale or exchange of the shares more than two years after grant of the option and
one year after exercising the option, any gain or loss will be treated as
long-term capital gain or loss. If these holding periods are not satisfied, the
optionee will recognize ordinary income equal to the difference between the
exercise price and the lower of (i) the fair market value of the stock at the
date of the option exercise or (ii) the sale price of the stock. A different
rule for measuring ordinary income upon such a premature disposition may apply
if the optionee is also an officer, director or ten percent (10%) stockholder of
the Company. Under current French tax regulations, the Company is not entitled
to a deduction in the amount of the ordinary income recognized by the optionee.
Any gain or loss recognized on such a premature disposition of the shares in
excess of the amount treated as ordinary income will be characterized as
long-term or short-term capital gain or loss, depending on the holding period.
Nonstatutory Stock Options. All other options that do not qualify as
incentive stock options are referred to as nonstatutory options. An optionee
will not recognize any taxable income at the time a nonstatutory option is
granted. However, upon exercise of a nonstatutory option, the optionee will
recognize taxable income generally measured as the excess of the then fair
market value of the shares purchased over the exercise price. Any taxable income
recognized in connection with an option exercise by an optionee who is also an
employee of the Company will be subject to income tax withholding by the
Company. Under current French tax regulations, the Company is not entitled to a
deduction in the amount of the ordinary income recognized by the optionee. Upon
a disposition of such shares by the optionee, any difference between the sale
price and the exercise price, to the extent not recognized as taxable income as
described above, will be treated as long-term or short-term capital gain or
loss, depending on the holding period.
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The foregoing summary of the effect of federal income taxation upon
optionees with respect to the grant and exercise of options under the 2001
Option Plan does not purport to be complete, and reference should be made to the
applicable provisions of United States Internal Revenue Code of 1986, as
amended. In addition, this summary does not discuss the tax consequences of the
optionee's death or the income tax laws of any municipality, state or foreign
country in which an optionee may reside.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
RELATED TO THE 2001 OPTION PLAN
PROPOSAL 4
AUTHORIZATION TO ISSUE WARRANTS TO A DIRECTOR
GENERAL
Pursuant to provisions of French law, the shareholders are being asked at
the Special Meeting to approve the issuance of warrants to purchase an aggregate
15,000 Ordinary Shares (22,500 Ordinary Shares if the Sixth Resolution is
adopted and the intended three-for-two stock split is effected) of the Company
to Mr. John Olsen, subject to the condition precedent that the shareholders
ratify the election of Mr. Olsen as Director pursuant to the First Resolution.
This Proposal requires that shareholders waive their preferential
subscription rights related to such warrants and to the Shares which may be
issued upon exercise of such warrants.
EXERCISE PRICE
The exercise price per Share will be equal to the estimated market value of
one Ordinary Shares of the Company, determined using the last closing sale price
of the Company's Ordinary Shares on the last trading day prior to the date of
the Special Meeting, as reported on the Premier Marche of Euronext Paris S.A.
AUDITORS REPORT
The issuance of warrants without payment as consideration may be viewed as
a "special advantage" granted to the recipients within the meaning of French
corporate law. As a result, an independent auditor appointed by the courts will
consider, in a specific report, the nature and the consequences, if any, on the
situation of the shareholders, of the special advantages granted to the
recipients. The special advantage from which the recipient of the warrants would
benefit consists of the benefit of a fixed exercise price per Share on the date
of grant which may be lower than the fair market value at the time of exercise,
and the granting of such warrants without payment as consideration.
VESTING AND EXERCISE
The right to purchase the shares underlying the warrants will vest over
three years, with one third of the Share warrants exercisable on or after May 1,
2001, one third of the share warrants exercisable on or after May 1, 2002 and
one third of the share warrants exercisable on or after May 1, 2003. The share
warrants will expire on the earlier of February 6, 2006, or ninety (90) days
after Mr. Olsen's termination as a Director.
TRANSFERABILITY
The warrants are not transferable, except for vested warrants to a spouse,
a direct descendant or ascendant, or a sibling of the warrant holder.
DILUTIVE EFFECT
In accordance with French law, the following is an analysis of the dilutive
effect of the issuance of the proposed warrants, based on the unconsolidated
equity of Business Objects S.A. as of June 30, 2000.
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In the event that none of the warrants to purchase 169,000 shares already
issued and outstanding as of the date of this Proxy Statement to certain
Directors are exercised, and that the 15,000 additional warrants to be issued
are exercised at the price of 95 euros per share, the percentage ownership
interest of a shareholder holding 1% of the outstanding shares of the Company
will, after the completion of the capital increase, have decreased to 0.9996%.
If all of the warrants to purchase 169,000 shares were exercised, before the
exercise of the new warrants mentioned above, such shareholder's percentage
ownership would decrease to 0.9954%.
In addition, assuming an issue price per share equal to 95 euros, the
equity capital per share, which was 3.928 euros at June 30, 2000 would increase
to 3.962 euros per share (before taking into account the assumed exercise of the
warrants to purchase 169,000 shares).
OTHER CONSEQUENCES OF ISSUING WARRANTS
Should shareholders approve the issuance of the proposed warrants, the
Company shall, in accordance with French law, and for as long as any warrant is
outstanding, refrain from redeeming its share capital and modifying the
allocation of profits without reserving the rights of the holder.
The Fourth Resolution sets forth the full text of the shareholder action to
which this Proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ISSUANCE OF WARRANTS TO JOHN OLSEN
PROPOSAL 5
TO AMEND THE AUTHORIZATION PREVIOUSLY GRANTED TO YOUR BOARD OF DIRECTORS TO
ISSUE NEW SECURITIES WITH PREFERENTIAL SUBSCRIPTION RIGHTS
Under this Proposal and subject to the adoption of the Sixth Resolution
below, shareholders are requested to amend the authorization previously granted
to the Board of Directors by the Thirteenth Resolution adopted at the
extraordinary shareholders' meeting of June 5, 2000, to issue securities giving
immediate or deferred access to the share capital of the Company. Owners of
Ordinary Shares would have preferential subscription rights with respect to
securities proposed to be issued under this Resolution. The "preferential
subscription right" is a statutory pre-emptive right of a shareholder to
subscribe a pro rata portion of securities to be issued. The right is
transferable by a shareholder during the subscription period.
If this Resolution is adopted, your Board will have the authority to issue
securities representing 3,200,000 euros nominal value or 32,000,000 Ordinary
Shares.
Your Board does not currently intend to effect any such issuance of new
securities. Rather, Proposal 5 is intended to facilitate the three-for-two stock
split more fully described under Proposal 6. French law requires that
shareholders set a global and common maximum nominal amount of authorized
capital for both (i) capital increases with preferential subscription rights and
(ii) capital increases resulting from the capitalization of profits, reserves
and premiums which are necessary to effect a stock split in the form of a free
allocation of shares. Since the proposed three-for-two stock split requires a
capitalization of reserves which would exceed the existing global and common
amount of authorized capital, the proposed stock split may not be effected
unless the Fifth Resolution is adopted.
Under the Thirteenth Resolution adopted at the extraordinary shareholders'
meeting of June 5, 2000, the global and maximum nominal value of the securities
authorized for issuance is 1,000,000 euros representing 10,000,000 Ordinary
Shares of 0.10 euros nominal value each, which is insufficient to effect a
three-for-two stock split. Based on the current number of shares outstanding and
the number of stock options and warrants which may be exercised between the date
of this Proxy Statement and the record date of the proposed stock split (on or
about February 22, 2001), your Board of Directors estimates that the required
number of Ordinary Shares to be issued to effect the stock split may be as high
as 22,000,000.
The requested amount of 3,200,000 euros nominal value is intended to cover
both the maximum amount required to effect a three-for-two stock split and to
preserve the existing authorization to the Board of
9
<PAGE> 11
Directors to issue securities with preferential subscription rights adopted by
the shareholders' meeting of June 5, 2000.
The Fifth Resolution sets forth the full text of the shareholder action to
which this proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
TO WHICH THIS PROPOSAL RELATES
PROPOSAL 6
TO AUTHORIZE CAPITAL INCREASES BY INCORPORATION OF PREMIUMS RESERVES AND PROFITS
IN ORDER TO FACILITATE A THREE-FOR-TWO STOCK SPLIT
At the Special Meeting, shareholders are requested to authorize the Board
of Directors to increase the share capital by incorporation premiums, reserves
and profits, up to a maximum of E3,200,000 nominal value.
This Proposal is intended to facilitate a three-for-two stock split of the
Company's Ordinary Shares and American Depositary Shares, which would be
effected in the form of a free allocation of Shares. Your Board intends, if this
Resolution is adopted, to effect the three-for-two stock split effective on or
about February 22, 2001 for all Ordinary Shares and American Depositary Shares
issued as of that date. In connection with this transaction, one new American
Depositary Shares will be distributed to each holder of two American Depositary
Shares of the Company, each American Depositary Share representing one Ordinary
Share.
Pursuant to applicable law, no fractional Ordinary Share or American
Depositary Share may be issued. We propose that rights corresponding to
fractional shares shall not be negotiable. The corresponding shares shall be
sold and proceeds shall be allocated proportionately to holders of Ordinary
Shares and/or American Depositary Shares, as applicable.
Your Board of Directors believes that the proposed three-for-two stock
split will enhance the liquidity of the shares as the stock markets on which the
Ordinary Shares and American Depositary Shares are traded.
Except as otherwise noted, all share and per share data contained herein
does not give effect to the intended three-for-two stock split.
The Sixth Resolution sets forth the full text of the shareholder action to
which this proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
TO WHICH THIS PROPOSAL RELATES
PROPOSAL 7
TO AUTHORIZE YOUR BOARD OF DIRECTORS TO ADJUST THE NUMBER OF OPTIONS
AVAILABLE FOR GRANT UNDER THE 1999 STOCK OPTION PLAN
IN THE EVENT OF CHANGES IN CAPITALIZATION
This Proposal seeks to delegate, to the extent necessary, to the Board of
Directors the full authority to adjust the pool of options available for grant
under the 1999 Stock Option Plan in the event of a capital increase by way of
incorporation of premiums, reserves or profits into share capital, either by
increase in the nominal value of the shares or by creation and free allocation
of shares, or in the event of a stock split, reverse stock split or a
combination of shares, so that the Board of Directors may take into account the
impact of such transactions and may adjust the number and/or the nominal value
of the options available for grant under the 1999 Stock Option Plan.
The Seventh Resolution sets forth the full text of the shareholder action
to which this proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
TO WHICH THIS PROPOSAL RELATES
10
<PAGE> 12
INFORMATION REGARDING NOMINEES. OTHER DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information regarding the nominee for Directors,
each other Director of the Company whose term of office continues after the
Special Meeting, and each Executive Officer of the Company.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
NOMINEE
John Olsen......... 49 President and Chief Executive Officer of Marimba, Inc. Mr.
Olsen is President and Chief Executive Officer of Marimba,
Inc, a leading provider of Internet infrastructure
management solutions. Prior to joining Marimba in July 2000
he served as President of the Design Realization Group of
Cadence Design Systems, Inc. Mr. Olsen also spearheaded new
business initiatives for Cadence, such as electronic
commerce, which targeted the distribution of design
productivity software over the Internet. In his previous
position at Cadence, Mr. Olsen had served as Executive Vice
President of Cadence's Worldwide Field Operations,
overseeing the sales, marketing and services functions and a
staff of 2,400. Before joining Cadence in 1993, Mr. Olsen
had held the position of partner, Strategic Services, at
KPMG Peat Marwick. Mr. Olsen had previously served as
regional director of sales and marketing for Electronic Data
Systems (EDS). Mr. Olsen holds a Masters in Management
Science from University of South Florida, and a B.S. in
Industrial Engineering from Iowa State University. Mr. Olsen
is a director of Zamba Solutions, Inc.
OTHER DIRECTORS
Bernard Liautaud... 38 Chairman of the Board, Chief Executive Officer and
President. Mr. Liautaud is a founder of Business Objects and
has served as Chairman of the Board and Chief Executive
Officer of Business Objects since its inception in August
1990. Prior to the founding of Business Objects, Mr.
Liautaud was the Sales Marketing Manager with Oracle France.
Mr. Liautaud is the son-in-law of Mr. Silverman, a Director
of Business Objects. Mr. Liautaud does not hold
directorships other than in subsidiaries of Business
Objects. Mr. Liautaud's term of office on the Board of
Directors expires in 2003.
Bernard Charles.... 43 President of Dassault Systemes. Mr. Charles has been
President of Dassault Systemes, a worldwide leader in
computer aided design (CAD) since September 1995. From 1988
to September 1995, he was President of the Dassault Systemes
Research & Development. Mr. Charles joined the Board of
Directors in 1998. Mr. Charles is a director of a number of
Dassault Systemes' subsidiaries, DELMIA Corp., Enovia Corp.,
Solidworks Corp., Smart Solutions and Invention Machine
Corp. Mr. Charles' term of office on the Board of Directors
expires in 2001.
Albert Eisenstat... 70 Consultant and Private Investor. Mr. Eisenstat has been a
consultant and private investor since 1993. Mr. Eisenstat
was a Director and Executive Vice President for Corporate
Development and Corporate Secretary of Apple Computer Inc.
from 1988 to 1993. Mr. Eisenstat is a director of Commercial
Metals Co., Sungard Data Systems, Benham Group of Mutual
Funds and SPL Worldgroup. Mr. Eisenstat joined the Business
Objects Board of Directors in June 1995, and his term on the
Board of Directors expires in 2001.
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
Arnold Silverman... 62 Consultant and Private Investor. Mr. Silverman is a
consultant and private investor. Mr. Silverman was the
President of ICOT Corporation from 1979 to 1985 and a
director of Oracle Corporation from 1984 to 1991. Mr.
Silverman is a director in Times Ten Performance Software
Company, Nishan Systems, Promtu Corporation, iRise and Quiq
Corporation. Mr. Silverman is the father-in-law of Mr.
Liautaud. Mr. Silverman joined the Business Objects Board of
Directors in February of 1991, and his term on the Board of
Directors expires in 2001.
Vincent Worms...... 48 Mr. Worms has been, since 1982, a General Partner of Partech
International Inc., a venture capital firm. Prior to his
nomination as a director of Business Objects in July 1994,
Mr. Vincent Worms served as a permanent representative of
Paribas Europe Investment V.O.F., a shareholder of Business
Objects and a member of the Board from 1991 until that date.
Mr. Worms is a director of SangStat Medical, DrugAbuse
Sciences, Informatica Corporation, and ViaFone.com, Inc. Mr.
Worm's term of office on the Board of Directors expires in
2002.
EXECUTIVE OFFICERS
Clifton 54 Senior Group Vice-President and Chief Financial Officer. Mr.
Weatherford...... Weatherford joined Business Objects in August 1997 as Senior
Group Vice-President, Chief Financial Officer and is
responsible for our worldwide finance and administration
organization. He has more than 25 years of financial
management experience, most recently, from January 1996 to
August 1997, as Chief Financial Officer of NETCOM On-Line
Communication Services, Inc., a global internet service
provider recently acquired by MindSpring Enterprises, Inc.
Prior to joining NETCOM, Mr. Weatherford served as Chief
Financial Officer of Logitech, Inc., a manufacturer of
computer peripheral products, from February 1994 to December
1995. He has also held senior financial positions at Texas
Instruments, Schlumberger, and Tandem Computers. Mr.
Weatherford serves as the Business Objects representative on
the Board of InStranet, Inc. He does not hold other
directorships other than in subsidiaries of Business
Objects.
John Powell........ 44 Senior Group Vice-President, Worldwide Operations. Mr.
Powell joined Business Objects in 1991 as the Country
Manager for the United Kingdom, and has served as Senior
Vice President of U.K. Operations and as Vice President for
the Atlantic division (consisting of the U.K., France and
the Middle East) prior to being promoted to Senior Group
Vice President, Worldwide Operations in April 1999. From
1998 to 1999, Mr. Powell was responsible for operations in
the Atlantic division, covering our largest region, and is
currently responsible for all of our worldwide operations.
Prior to coming to Business Objects, Mr. Powell was the
District Manager-Hospitals and Telecommunications with
Oracle U.K. Mr. Powell does not hold directorships other
than in subsidiaries of Business Objects.
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
David Kellogg...... 38 Senior Group Vice-President, Marketing. Mr. Kellogg joined
Business Objects in May 1995 as Vice President of Product
Marketing, was promoted to Vice President of Corporate
Marketing in 1997 and further promoted to Senior Group Vice
President, Marketing in May 1999. Mr. Kellogg is responsible
for corporate marketing at Business Objects, including
product, product line, and strategic marketing, as well as
corporate communications. Mr. Kellogg has more than 12 years
of experience in the database and business intelligence
software tools industry. Before joining Business Objects, he
was Vice President of Marketing at Versant Object
Technology, a provider of enterprise database management
systems, from June 1992 to April 1995. Mr. Kellogg does not
hold directorships other than in subsidiaries of Business
Objects.
Eric Bregand....... 34 Group Vice President Product Group. Eric Bregand joined
Business Objects in 1994 as Product Marketing Manager.
Director of the Product Design team from 1996 to 1998, Mr.
Bregand was promoted to General Manager of Core Products in
1998 and further promoted to Vice-President of Enterprise
Products in May 1999. Mr. Bregand is responsible for product
development for the Business Objects product line, including
BusinessObjects and WebIntelligence. His responsibilities
include long-term product strategy as well as product vision
and design, development, quality assurance, documentation,
localization, product packaging, and maintenance. He has a
solid experience in software process engineering, business
intelligence and database software including
multidimensional analysis and reporting tools. Prior to
joining Business Objects, Mr. Bregand held senior positions
related to product development and software process
engineering at GSI, a leading outsourcing company
specialized in payroll services in Europe. Mr. Bregand has a
masters degree in engineering from Ecole Superieure
d'Electricite in France.
</TABLE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of 9 meetings (including regularly
scheduled and special meetings) during fiscal 1999. Mr. Claude (a Director of
the Company until July 2000) and Mr. Charles attended 6 meetings out of 9. Mr.
Worms attended 5 meetings out of 9. No other incumbent Director during the last
fiscal year, while a member of the Board of Directors, attended in person or via
conference call fewer than 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all committees on which such Director served.
The Board of Directors of the Company has two standing committees: an Audit
Committee and a Compensation Committee. It does not have a nominating committee
or a committee performing the functions of a nominating committee.
In fiscal year 1999, the Audit Committee was composed of Messrs. Claude and
Silverman. In July 2000, the Board of Directors appointed Messrs. Charles and
Eisenstat as members of the Audit Committee. Mr. Claude resigned from the Audit
Committee effective July 11, 2000. In compliance with the Nasdaq National Market
rules, the Board of Directors adopted a formal written Audit Committee Charter
on June 5, 2000, a copy of which is appended to this Proxy Statement as Annex A.
The Audit Committee is responsible for, among other things, (i) recommending
engagement of the Company's independent auditors, (ii) reviewing the audit plan
and scope with the independent auditors, (iii) consulting with such auditors and
reviewing with them the results of their examination, (iv) reviewing and
approving any material accounting policy changes affecting the Company's
operating results, (v) reviewing the Company's system of internal controls, and
(vi) reviewing related party transactions for potential conflicts of interest.
The Audit Committee held four meetings during fiscal 1999. Messrs. Charles and
Eisenstat meet the independence requirements of
13
<PAGE> 15
the Nasdaq National Market listing standards. Mr. Silverman is the father-in-law
of Mr. Liautaud, the Chief Executive Officer of the Company. As a result of this
relationship, Mr. Silverman would not be considered independent under the Nasdaq
National Market rules regarding the independence of audit committee members. The
Board of Directors will take appropriate action to comply with the structure and
membership rules of corporate audit committees prior to the June 14, 2001
deadline imposed by the Nasdaq National Market.
The Compensation Committee, which currently consists of Messrs. Eisenstat
and Worms, is responsible for reviewing the compensation and benefits for the
Company's Chief Executive Officer and other Executive Officers. The Compensation
Committee held one meeting during fiscal 1999. Neither Mr. Eisenstat nor Mr.
Worms is an officer or employee of the Company.
Each of the Committees makes recommendations to the Board of Directors, for
final decision by the Board.
COMPENSATION OF DIRECTORS
With the exception of Mr. Liautaud, Directors received cash remuneration
for serving on the Board of Directors, consisting in fiscal 1999 of fees of
U.S.$3,000 per quarterly Board meeting attended and a U.S.$2,000 quarterly
retainer. Directors are also reimbursed for reasonable expenses incurred in
attending Board and Committee meetings. Directors do not receive additional
compensation for serving on a committee.
WARRANTS ISSUED TO CERTAIN DIRECTORS
On April 25, 1995, the Board of Directors approved the issuance of warrants
to purchase 24,000 shares to a Director with an exercise price of 5.55 euros per
share, vesting at a rate of 33.33% per year from June 22, 1995. The warrants
were issued in June 1995 after formal shareholder approval. The difference
between the exercise price and the estimated fair value of such warrants was
immaterial. All these warrants were outstanding as of December 31, 1999.
On April 28, 1997, the Board of Directors approved the issuance of warrants
to purchase a total of 96,000 shares to four Directors with an exercise price of
4.22 euros per share. These warrants vested monthly over three years commencing
January 1, 1997. The warrants were issued in June 1997 after formal shareholder
approval. The difference between the exercise price and the estimated fair value
of such warrants was immaterial. All these warrants were outstanding as of
December 31, 1999.
On April 28, 1998, the Board of Directors approved the issuance of warrants
to purchase a total of 140,000 shares to five Directors. The warrants were
issued on June 18, 1998 after formal shareholder approval and have an exercise
price of 7.37 euros. All these warrants were outstanding as of December 31,
1999.
In May 1999, the Company's shareholders approved the issuance of warrants
to purchase an aggregate of 30,000 shares at an exercise price of 11.38 euros
per share to a Director. These warrants were fully vested as of May 4, 1999. All
these warrants were outstanding as of December 31, 1999.
14
<PAGE> 16
BENEFICIAL SHARE OWNERSHIP BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of American
Depositary Shares or Ordinary Shares (together referred to as the "shares") of
the Company for the following: (i) each person or entity who is known by the
Company to own beneficially more than 5% of the outstanding shares of the
Company; (ii) each of the Company's Directors; (iii) the Company's Chief
Executive Officer and each of the Named Executive Officers named in the Summary
Compensation Table hereof; and (iv) all Directors and executive officers of the
Company as a group. Except as otherwise noted, information related to holders of
more than 5% of the outstanding shares was obtained from filings made with the
Securities & Exchange Commission pursuant to Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information
related to Directors and Executive Officers is as of November 30, 2000.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
5% SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(1)
------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
5% SHAREHOLDERS
Putnam................................................... 3,629,600 9%
DIRECTORS
John Olsen............................................... -- *
Albert Eisenstat(2)...................................... 72,000 *
Arnold Silverman(3)...................................... 166,586 *
Vincent Worms(4)......................................... 121,128 *
Bernard Charles(5)....................................... 33,335 *
EXECUTIVE OFFICERS
Bernard Liautaud(6)...................................... 1,313,291 3.3%
Clifton Weatherford(7)................................... 111,595 *
John Powell(8)........................................... 80,397 *
David Kellogg(9)......................................... 76,262 *
Eric Bregand(10)......................................... 21,383 *
All Directors and executive officers as a group (10
persons)(11)........................................... 1,995,979 5%
</TABLE>
---------------
* Less than 1%.
(1) Applicable percentage ownership in the above table is based on 39,998,576
shares outstanding as of November 30, 2000, which excludes 383,000 shares
held in treasury. The number and percentage of shares beneficially owned
is determined under rules of the Securities and Exchange Commission, and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rules, beneficial ownership includes any
shares as to which the individual has sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within sixty days of December 11, 2000 through the exercise of any
stock option or other right. Unless otherwise indicated in the footnotes,
each person has sole voting and investment power (or shares such powers
with his or her spouse) with respect to the shares shown as beneficially
owned.
(2) Includes 44,000 shares issuable upon the exercise of share warrants
exercisable on or after February 9, 2001.
(3) Includes 20,000 shares issuable upon the exercise of share warrants
exercisable on or after February 9, 2001.
(4) Includes 35,000 shares issuable upon the exercise of share warrants
exercisable on or after February 9, 2001. Also includes shares held by
certain funds affiliated with Mr. Worms, for which he disclaims beneficial
ownership except as to his pecuniary interests therein, as follows: AXA
U.S. Growth Fund, L.L.C.( 45,000 shares), and Partech International S.A.
(9,246 shares). Mr. Worms could be deemed to beneficially own such shares.
15
<PAGE> 17
(5) Includes 33,000 shares issuable upon the exercise of share warrants
exercisable on or after February 9, 2001.
(6) Mr. Liautaud is also President, Chief Executive Officer and a Director of
the Company. Includes 114,581 shares issuable upon the exercise of stock
options exercisable on or after February 9, 2001.
(7) Includes 79,216 shares issuable upon the exercise of stock options
exercisable on or after February 9, 2001.
(8) Includes 74,495 shares issuable upon the exercise of stock options
exercisable on or after February 9, 2001.
(9) Includes 65,823 shares issuable upon the exercise of stock options
exercisable on or after February 9, 2001.
(10) Includes 20,981 shares issuable upon the exercise of stock options
exercisable on or after February 9, 2001.
(11) Includes 487,429 shares issuable upon the exercise of options or warrants
exercisable after February 9, 2001.
16
<PAGE> 18
EXECUTIVE OFFICER COMPENSATION
COMPENSATION TABLES
Summary Compensation Table. The following table shows certain information
concerning the compensation of (i) the Company's Chief Executive Officer, (ii)
the Company's four most highly compensated executive officers other than the
Chief Executive Officer and (iii) one additional person who served as an
Executive Officer during a portion of 1999 and whose compensation in 1999
exceeded $100,000 (collectively, the "Named Executive Officers") for the fiscal
years ended December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
OTHER ANNUAL SHARES ALL OTHER
FISCAL COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS(1) (1)(2) OPTIONS(#) (1)(3)
--------------------------- ------ --------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Liautaud........................ 1999 $344,355 $427,357 $15,468 100,000 --
Chairman, President and 1998 319,958 249,500 32,943 100,000 66,000
Chief Executive Officer 1997 296,113 149,518 34,991 -- 135,554
Clifton T. Weatherford.................. 1999 250,008 137,085(5) -- 120,000 --
Senior Group Vice President 1998 250,008 112,234 -- 70,000 --
and Chief Financial Officer(4) 1997 85,289 20,333 -- 200,000 30,000
John Powell............................. 1999 151,743 281,547 28,148 50,000 --
Senior Group Vice President, 1998 168,241 368,481 28,915 110,000 --
Worldwide Operations 1997 126,730 86,003 30,063 99,000(6) --
David Kellogg........................... 1999 145,050 91,810 29,131 60,000 17,013
Senior Group Vice-President, 1998 134,337 100,648 29,905 100,000 15,453
Corporate Marketing 1997 92,640 42,008 29,842 140,000(7) 3,517
Lawrence Lieberman(8)................... 1999 198,275 69,653 -- 40,000 --
Senior Group Vice-President, 1998 175,000 77,608 -- 25,000 --
Corporate Development 1997 156,250 35,001 -- 160,000(9) --
</TABLE>
---------------
(1) All amounts are stated in U.S. dollars. For executive officers paid in total
or in part in currencies other than the US dollar, translation of
compensation into U.S. dollars is made using the average exchange rate for
the relevant year. Executive officers paid in total or in part currencies
other than the US dollar are Bernard Liautaud (French francs), David Kellogg
(French francs) and John Powell (Pound sterling). Due to the variation of
the exchange rate of the U.S. dollar against the French franc and the pound
sterling, the dollar values in this Summary Compensation Table do not
reflect actual compensation raises.
(2) Other annual compensation for Mr. Liautaud includes (i) tax return
preparation fees of $10,000 in 1999, $7,361 in 1998 and $10,000 in 1997,
(ii) a company car allowance of $18,000 in 1998 and $17,260 in 1997 (iii)
life insurance premiums of $4,161 in 1999, $4,372 in 1998 and $4,573 in 1997
and (iv) unemployment coverage of $1,307 in 1999, $3,210 in 1998 and $3,158
in 1997. Other annual compensation paid to other executive officers
corresponds to company car and/or housing expenses paid by the Company on
their behalf.
(3) All other compensation for Mr. Liautaud in 1997 and 1998 includes a total of
$201,554 payable as a relocation and cost of living allowance due to his
move from France to California. All other compensation paid to Mr.
Weatherford in 1997 corresponds to a sign-on bonus. All other compensation
paid to other executive officers corresponds to a contingent profit-sharing
program payable to employees of Business Objects S.A in accordance with
French laws.
(4) Mr. Weatherford joined the Company in August 1997.
(5) Includes $100,000 deferred in accordance with Business Objects Americas
Deferred Compensation Plan.
(6) Consists of options to purchase 80,000 shares granted in 1995, 14,000 shares
granted in 1996 and 5,000 granted in 1997, which were repriced in 1997.
(7) Consists of options to purchase 60,000 shares granted in 1995 and 80,000
shares granted in 1996, which were repriced in 1997.
(8) Mr. Lieberman resigned effective March 7, 2000.
(9) Includes options to purchase 120,000 shares granted in 1996 and repriced in
1997.
17
<PAGE> 19
Option Grants in Fiscal 1999. The following table contains information
concerning the grant of stock options to its Named Executive Officers during
fiscal 1999.
<TABLE>
<CAPTION>
INDIVIDUALS GRANTS POTENTIAL REALIZABLE
----------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL EXERCISE ANNUAL RATES OF STOCK
SECURITIES OPTIONS OR BASE PRICE APPRECIATION FOR
UNDERLYING GRANTED PRICE OPTION TERM(1)
OPTIONS GRANTED IN FISCAL ($/SHARE) EXPIRATION -----------------------
NAME IN FISCAL YEAR YEAR (2) DATE 5%($) 10%($)
---- --------------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Bernard Liautaud............... 100,000 3.98% 13.83 4/1/09 869,800 2,204,300
Clifton Weatherford............ 120,000 4.78% 27.91 10/1/09 2,106,600 5,338,560
John Powell.................... 50,000 1.99% 13.83 4/1/06 281,550 656,100
David Kellogg.................. 60,000 2.39% 27.91 10/1/09 1,053,300 2,669,280
Lawrence Lieberman............. 40,000 1.59% 27.91 10/1/09 702,200 1,779,520
</TABLE>
---------------
(1) In accordance with Securities and Exchange Commission rules, these columns
show gains that might exist for the respective options over the period of
the option terms. This valuation model is hypothetical. If the stock price
does not increase over the exercise price, compensation to the Named
Executive Officer would be zero.
(2) All stock options have been granted at no less than the fair market value on
the last trading day prior to the date of grant, in accordance with the
terms of the Company's 1994 and 1999 Stock Option Plans.
Aggregated Option Exercises in Fiscal 1999 and Fiscal Year-End Option
Values. The following table sets forth the value of in-the-money options held by
each of the Named Executive Officers as of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END($)(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bernard Liautaud......... -- -- 41,665 158,335 2,514,801 8,819,098
Clifton Weatherford...... 100,000 1,505,048 36,038 253,962 2,242,697 12,972,357
John Powell.............. 70,000 1,809,241 66,205 122,795 4,070,031 7,074,316
David Kellogg............ 80,000 1,549,110 58,458 131,542 3,593,798 6,695,308
Lawrence Lieberman....... 118,740 4,198,463 6,881 99,379 430,496 5,227,840
</TABLE>
---------------
(1) These values represent the spread between the respective exercise prices of
outstanding options and the closing price of the Company's American
Depositary Shares on the Nasdaq National Market on December 31, 1999 ($
66.8125). Option prices are set in euros, in accordance with French law, and
are converted, for purposes of this table, at the year-end exchange rate of
the euro versus U.S. dollar.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Company's executive pay programs are designed to attract and retain
executives who will contribute to the Company's long-term success, to mesh
executive and shareholders' interests through stock option-based plans and to
provide a compensation package that recognizes individual contributions and
Company performance. At this point in the Company's growth, the Committee has
determined that the most effective means of compensation are base salaries and
long-term incentives through the Company's stock option programs.
Base Salary. The base salaries of executive officers are initially
determined by evaluating the responsibilities of the position held and the
experience and performance of the individual, with reference to the competitive
marketplace for executive talent, including a comparison to base salaries for
comparable positions in high growth, technology-based companies of reasonably
similar size. The Committee reviews executive salaries annually and adjusts them
as appropriate to reflect changes in the market conditions and individual
18
<PAGE> 20
performance and responsibility. The Committee has engaged the services of
outside consultants from time to time to determine appropriate compensation
levels.
Stock Options. Under the Company's stock option plans, stock options may be
granted to executive officers and other employees of the Company. Upon joining
the Company, an individual's initial option grant is based on the individual's
responsibilities and position. The size of stock option awards is based
primarily on an individual's performance and responsibilities. Because of the
competitive nature of the technology industry in which the Company competes, the
Committee believes stock option grants are an effective method of incentivizing
executives to take a longer term view of the Company's performance and to ensure
that the executive's and the stockholder's interests are in alignment.
Bonus. The bonuses awarded to executive officers are determined based on
achievement of individual and Company performance goals.
Other. Other elements of executive compensation include Company-wide
medical and life insurance benefits and the ability to defer compensation
pursuant to a 401(k) plan, with, effective January 1999, the benefit of the
Company matching employee contribution up to a maximum of U.S.$1,500 per year
vesting over three (3) years. Executive officers employed with the Company in
France are entitled to participate in a profit-sharing plan, which provides for
contingent compensation, based on the Company's achievement of certain revenues
and operating profit targets. Executive officers in the United States can
participate in a deferred compensation plan.
Chief Executive Officer Compensation for 1999
During fiscal 1999, the Chief Executive Officer's compensation was
comprised of a base salary of U.S.$344,355 and a variable salary if certain
performance criteria were met. Variable salary is based on the Company's
achievement of certain revenues and earnings per share thresholds as well as
personal objectives. For fiscal 1999, the Company's objectives represented 60%
of the total variable salary. For fiscal 1999, based on objectives achieved, the
amount of the variable compensation to be awarded to the Chief Executive Officer
is U.S.$427,357. The Company's Chief Executive Officer has not received any
other special or additional compensation other than as described in the
Compensation Table.
The Committee has considered the potential impact of Section 162(m) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the "Section"). The Section disallows a tax deduction for any
publicly-held corporation for individual compensation exceeding $1 million in
any taxable year for any of the Named Executive Officers, unless such
compensation is performance-based. Since the cash compensation of each of the
Named Executive Officers is below the $1 million threshold and the Committee
believes that any options granted under the 1999 Option Plan will meet the
requirements of being performance-based, the Committee believes that the Section
will not reduce the tax deduction available to the Company. The Company's policy
is to qualify, to the extent reasonable, its executive officers' compensation
for deductibility under applicable tax laws. However, the Committee believes
that its primary responsibility is to provide a compensation program that will
attract, retain and reward the executive talent necessary to the Company's
success. Consequently, the Committee recognizes that the loss of a tax deduction
could be necessary in some circumstances.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Albert Eisenstat Vincent Worms
REPORT OF THE AUDIT COMMITTEE
On June 5, 2000, the Board of Directors adopted a written charter for the
Audit Committee (the "Charter") which reflects the new standards set forth in
the Securities and Exchange Commission regulations and the Nasdaq National
Market listing standards. In accordance with these new standards, the Board of
Directors will appoint three members (who meet the independence and experience
requirements of the Nasdaq National Market rules) prior to the June 14, 2001
deadline imposed by the Nasdaq National Market. The Audit Committee will assist
the Board in, among other things, (i) recommending engagement of the
19
<PAGE> 21
Company's independent auditors, (ii) reviewing the audit plan and scope with the
independent auditors, (iii) consulting with such auditors and reviewing with
them the results of their examination, (iv) reviewing and approving any material
accounting policy changes affecting the Company's operating results, (v)
reviewing the Company's system of internal controls, and (vi) reviewing related
party transactions for potential conflicts of interest.
On January 31, 2000, the Securities and Exchange Commission adopted new
proxy and information disclosure requirements for all proxy and information
statements relating to votes of shareholders occurring after December 15, 2000.
The new rules became effective after the Company's Annual Report on Form 10-K
for fiscal 1999 was filed. Prior to filing the Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, the Audit Committee met with the
Company's auditors and management during which they discussed and reviewed the
Company's fiscal 1999 financial statements, the results and scope of the audit
and other services provided by the Company's independent auditors and the
Company's internal controls and accounting procedures.
For fiscal year 2000, the Audit Committee will, in accordance with the new
requirements, review and, if appropriate, recommend the audited financial
statements and Management's Discussion and Analysis in the Company's Annual
Report on Form 10-K for the fiscal year ending December 31, 2000 for filing with
the Securities and Exchange Commission.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Bernard Charles
Albert Eisenstat
Arnold Silverman
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Company's Compensation Committee currently consists of Messrs.
Eisenstat and Worms. No interlocking relationship exists between any member of
the Company's Board of Directors or Compensation Committee and any member of the
Board of Directors or compensation committee of any other company, nor has any
such interlocking relationship existed in the past. No member of the
Compensation Committee is or was formerly an officer or an employee of the
Company or its subsidiaries.
French law prohibits the Company from entering into indemnification
agreements with its Directors providing for limitations on personal liability
for damages and other costs and expenses that may be incurred by Directors and
officers arising out of or related to acts or omissions in such capacity. French
law also prohibits the Statuts of the Company from providing for limitation of
liability of a member of the Board of Directors. These prohibitions may
adversely affect the ability of the Company to attract and retain Directors.
Generally, under French law, Directors and officers will not be held personally
liable for decisions taken diligently and in the corporate interests of the
Company.
The Company has entered into an agreement with each of its Directors, its
President and Chief Executive Officer, and other members of senior management
designated by the Board of Directors pursuant to which the Company agreed to
contract for and maintain liability insurance against liabilities which may be
incurred by such persons in their respective capacities, including liabilities
which may be incurred under the U.S. federal and state securities laws, subject
to certain limitations. The Company believes that entering into such agreement
and maintaining appropriate liability insurance for its Directors and officers
will assist the Company in attracting and retaining qualified individuals to
serve as Directors and officers.
20
<PAGE> 22
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or Form 5 with the Securities and Exchange
Commission. Such officers, directors and ten-percent stockholders are also
required by Securities and Exchange Commission rules to furnish Business Objects
with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received
by it, we believe that, for the fiscal year ended December 31, 1999, all Section
16(a) filing requirements applicable to its officers, directors and ten-percent
stockholders were complied with.
21
<PAGE> 23
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
The following graph sets forth the Company's total cumulative shareholder
return as compared to the NASDAQ Market Index and the MG Group Index, which
includes application software companies. The total shareholder return assumes
U.S. $100 invested on January 1, 1995 in shares of the Company, the Nasdaq Index
and the MG Group Index. Total return assumes reinvestment of dividends.
Historical stock price performance is not necessarily indicative of future stock
price performance.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG BUSINESS OBJECTS S.A,
NASDAQ MARKET INDEX AND MG GROUP INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BUSINESS OBJECTS S.A. 100.00 131.63 73.47 56.46 176.87
NASDAQ MARKET INDEX 100.00 129.71 161.18 197.16 278.08
MG GROUP INDEX 100.00 144.12 204.56 273.03 479.87
<CAPTION>
1999
----
<S> <C>
BUSINESS OBJECTS S.A. 727.21
NASDAQ MARKET INDEX 490.46
MG GROUP INDEX 918.13
</TABLE>
ASSUMES $100 INVESTED ON JANUARY 1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDED DECEMBER 31, 1999
22
<PAGE> 24
OVERVIEW OF BUSINESS OBJECTS FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following sets forth certain unaudited consolidated statements of
operations data for the quarter and the nine months ended September 30, 2000,
together with prior year data. The selected balance sheet data for the year
ended December 31, 1999, are derived from and should be read in conjunction with
the related audited financial statements prepared under U.S. generally accepted
accounting principles. The selected financial data for the three months and nine
months ended September 30, 1999 and 2000 are derived from our unaudited
consolidated financial statements prepared under U.S. generally accepted
accounting principles and is qualified by, and should be read in conjunction
with, our Form 10Q for the quarter ended September 30, 2000 filed with the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ------------------
1999 2000 1999 2000
------------ ------------- ------- -------
(IN THOUSANDS US$, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS:
Revenues...................................... 59,766 86,005 166,817 243,140
Gross margin.................................. 49,539 72,384 137,507 202,616
Income from operations........................ 9,456 13,465 22,396 35,323
Net income.................................... 5,893 10,151 14,245 26,350
Basic net income per share.................... 0.16 0.25 0.40 0.66
Diluted net income per share.................. 0.15 0.23 0.37 0.60
Weighted average shares -- basic.............. 36,015 40,120 35,454 39,694
Weighted average shares -- diluted............ 39,439 43,799 38,610 43,712
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1999 2000
------------ -------------
(IN THOUSANDS US$)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and restricted cash.... 176,233 196,258
Total current assets.......................... 244,173 273,365
Total assets.................................. 272,546 319,107
Total current liabilities..................... 105,569 130,994
Long-term obligations......................... 2,924 4,303
Shareholders equity........................... 164,053 183,810
</TABLE>
Third quarter 2000 revenues were $86.0 million, an increase of 44% compared
to revenues of $59.8 million for the quarter ended September 30, 1999. Net
income for the third quarter 2000 was $10.2 million, compared to $5.9 million
for the same period last year, representing a 72% increase. Diluted net income
per share and per ADS for the quarter ended September 30, 2000 was $0.23,
compared to $0.15 in the third quarter of last year.
Revenues for the nine months ended September 30, 2000 were $243.1 million,
an increase of 46% compared to revenues of $166.8 million during the same period
last year. Net income for the nine months ended September 30, 2000 was $26.4
million, compared to $14.2 million for the same period last year. Diluted income
per share and per ADS for the nine months ended September 30, 2000 was $0.60,
compared to $0.37 in the prior year nine month period.
In the third quarter 2000, we saw continued strength in the North American
market, with sales in this region increasing 63% over the prior year level. We
also saw a solid contribution from our indirect channels, which accounted for
45% of total revenues for the quarter. Business Objects also expanded its
customer base in the third quarter, adding over 600 new customers.
23
<PAGE> 25
The Company's balance sheet continued to be strong with $196.3 million in
cash, cash equivalents and restricted cash. Total assets at September 30, 2000
were $319.1 million, compared to $272.5 million at December 31, 1999.
TEXT OF RESOLUTIONS SUBMITTED FOR APPROVAL
FIRST RESOLUTION
THIS RESOLUTION IS TO RATIFY THE NOMINATION OF MR. JOHN OLSEN AS DIRECTOR
OF THE COMPANY:
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for ordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors and noted that Mr. Olsen was elected by the Board of Directors pending
ratification by the next shareholders meeting,
RESOLVED, that the election of Mr. John Olsen as Director of the Company is
hereby ratified,
RESOLVED FURTHER, that Mr. Olsen's term of office as Director shall be
equal to the term of office of Mr. Philippe Claude, the leaving Director, and
shall therefore expire at the end of the ordinary general meeting, which will
deliberate upon the financial statements of the fiscal year ending December 31,
2002.
SECOND RESOLUTION
THIS RESOLUTION IS TO RATIFY THE TRANSFER OF THE COMPANY'S REGISTERED
OFFICE:
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for ordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors, and the resolution adopted by the Board of Directors meeting of July
18, 2000, to transfer the registered office from 1 square Chaptal, 92300
Levallois-Perret to 157-159 rue Anatole France, 92300 Levallois-Perret and to
amend article 4 of the statuts of the Company accordingly,
RESOLVED to ratify the transfer of the registered office of the Company and
the related amendment of article 4 of the Statuts of the Company.
THIRD RESOLUTION
THIS RESOLUTION IS TO APPROVE THE 2001 OPTION PLAN AND TO AUTHORIZE SHARES
FOR ISSUANCE THEREUNDER, TO CANCEL SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION
RIGHTS TO SHARES ISSUED AS A RESULT OF EXERCISE OF THE OPTIONS, AND TO EMPOWER
THE BOARD OF DIRECTORS TO GRANT OPTIONS AND CARRY OUT THE ISSUANCE OR REPURCHASE
OF THE SHARES:
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for extraordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors and the special report of the statutory auditors,
RESOLVED, in accordance with articles L.225-177 through L.225-186 of the
Commercial Code to approve the 2001 stock option plan,
RESOLVED FURTHER in accordance with articles L.225-177 through L.225-186 of
the Commercial Code and subject to the provisions of the 2001 Option Plan, that
the Board of Directors is authorized to grant, once or severally, to employees
and legal representatives of the Company and its affiliates options within the
meaning of article L.225-180 of the Commercial Code to subscribe for or purchase
2,300,000 ordinary shares of 0.10 euro nominal value each, plus an annual
increase to be added on June 30 of each year beginning in 2002 equal to the
lesser of (i) 3,000,000 shares of 0.10 euro each, (ii) 5% of the total Shares of
the Company
24
<PAGE> 26
on such date, or (iii) a lesser amount determined by the Board, provided however
that in accordance with French law, options issued and outstanding may in no
event exceed one third of the Company's share capital.
RESOLVED FURTHER, that in the event the Company effects a share capital
increase by way of incorporation of premiums, reserves or profits, resulting
either in an increase of the nominal value of the shares or in the creation and
free allocation of shares, or effects a stock split or reverse stock split or a
combination of shares, the Board of Directors is granted to the extent necessary
full powers to adjust the number of options which may be granted under this
resolution, and/or to adjust the nominal value of the corresponding shares, in
order to reflect the change in capitalization, within the limits set forth in
article 174-17 of the decree no. 67-236 of March 23, 1967.
RESOLVED FURTHER, that this authorization is granted for a period expiring
on February 6, 2006 or such shorter period as provided for by applicable laws
and regulations.
RESOLVED FURTHER, that the issue price of one share subject to an option to
subscribe to new shares shall be determined by the Board of Directors on the
date of grant of the option in accordance with the following:
(a) In the case of an Incentive Stock Option granted to a beneficiary
subject to the laws of the U.S. who, at the time the option is granted,
owns stock representing more than ten percent (10%) of the voting rights of
all classes of stock of the Company or any parent or subsidiary, to the
extent such beneficiary is permitted by the law to receive option grants,
the per share exercise price shall be calculated in euros and no less than
the higher of (i) 110% of the closing sale price reported on the Premier
Marche of Euronext Paris S.A. on the last trading day preceding the grant
date, or (ii) 80% of the average closing sales prices reported on such
market over the twenty trading days preceding the grant date; as reported
in La Tribune or such other source as the Board of Directors deems
reliable.
(b) In the case of an Incentive Stock Option or Non-Statutory Stock
Option granted to any beneficiary other than a beneficiary described in
paragraph (a) above, the per share exercise price shall be calculated in
euros and no less than the higher of (i) 100% of the closing sale price on
the Premier Marche of Euronext Paris S.A. on the last trading day preceding
the grant date, or (ii) 80% of the average closing sales prices reported on
such market over the twenty trading days preceding the grant date; as
reported in La Tribune or such other source as the Board of Directors deems
reliable.
RESOLVED FURTHER, that when an option entitles the holder to purchase
shares previously repurchased by the Company, the exercise price,
notwithstanding the above provisions and in accordance with applicable law, may
not be less than eighty (80%) of the average purchase price paid for all shares
previously repurchased by the Company.
For purposes of this resolution, Incentive Stock Option shall mean an
option intended to qualify as an incentive stock option under section 422 of the
United States Internal Revenue Code of 1986, as amended, and Non-Statutory Stock
Option shall mean an option which does not qualify as an Incentive Stock Option.
RESOLVED FURTHER, that the issue price determined in accordance with the
above and the number of shares optioned may not be changed during the term of
the option, except upon the occurrence of changes in capitalization as defined
in article L.225-181 of the Commercial Code. In this latter case, the Board of
Directors shall adjust the option price and the number of shares subject to the
option in accordance with the laws and regulations then in effect in order to
reflect the change in capitalization, and may also decide to suspend the
exercisability of the options.
RESOLVED FURTHER, that the term of the options may not exceed ten years.
RESOLVED FURTHER, that new shares issued will be subject to all provisions
of the Statuts and will entitle the holder thereof to the rights attached to the
existing shares from the effective date of issuance.
RESOLVED FURTHER, that the Board of Directors is authorized:
-- to set the dates of grant, set the terms and conditions under which the
options are granted and exercisable, and set the exercise price,
including henceforth the power to determine the purchase price
25
<PAGE> 27
for shares held as treasury stock within the limits provided by the law
and regulations and by this Resolution,
-- to carry out, by itself or through an agent, all acts and formalities in
order to finalize the capital increases that could be carried out
pursuant to the authorization of the Resolution hereof, and to modify
the Statuts accordingly, and in general, carry out all formalities that
are necessary to implement this Resolution,
-- to repurchase shares in accordance with the terms of article L.225-208
of the Commercial Code including through the purchase and cancellation
of Ordinary Shares to satisfy options to purchase shares.
-- to limit or prohibit the exercise of the options as well as the sale of
shares acquired upon the exercise of options during certain periods or
upon certain events, which the Board of Directors shall determine in its
sole discretion.
Pursuant to this authorization, shareholders expressly waive their
preferential right to subscribe the shares that will be issued as a result of
the exercise of the options.
FOURTH RESOLUTION
THIS RESOLUTION IS TO ISSUE WARRANTS TO SUBSCRIBE 15,000 SHARES (22,500
SHARES IF THE INTENDED THREE-FOR-TWO STOCK SPLIT IS EFFECTED) OF THE COMPANY TO
MR. JOHN OLSEN WITHOUT PAYMENT AS CONSIDERATION, TO CANCEL SHAREHOLDERS'
PREFERENTIAL RIGHT TO SUCH WARRANTS AND TO THE SHARES RESULTING FROM THE
EXERCISE OF SUCH WARRANTS, AND TO AUTHORIZE THE BOARD OF DIRECTORS TO TAKE ALL
APPROPRIATE ACTIONS WITH RESPECT TO THE GRANT OF THE SHARE WARRANTS.
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for extraordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors, the special report of the statutory auditor and the report of the
special advantages auditor, and has noted that the share capital has been fully
paid-up,
RESOLVED, in accordance with article L.228-95 of the Commercial Code, and
subject to the condition precedent that the First Resolution is adopted, to
issue 15,000 warrants each warrant entitling to the subscription to one share of
E0.10 nominal value, to be subscribed in cash or by way of compensation and to
be fully paid upon subscription,
RESOLVED FURTHER, to waive the preferential subscription rights for the
warrants given to shareholders pursuant to L.225-132 of the Commercial Code and
to reserve the subscription of the 15,000 warrants to Mr John Olsen,
RESOLVED FURTHER, to authorize the increase in share capital by an amount
of E1,500 to be fully paid upon subscription, either in cash or by compensation,
corresponding to the issuance of 15,000 new shares of E0.10 nominal value each,
to which the exercise of the warrants entitles,
RESOLVED FURTHER, that the shareholders' preferential subscription rights
pursuant to L.225-132 of the Commercial Code is hereby canceled and that the
subscription of the 15,000 new shares to be issued is reserved to Mr. John
Olsen,
RESOLVED FURTHER, that the exercise price per share is equal to the closing
price of one share of the Company as quoted on the Premier Marche of Euronext
Paris S.A. on February 5, 2001,
RESOLVED FURTHER, to approve the special advantages granted to the holder
consisting of (i) the grant of such warrants without payment as consideration
and (ii) the benefit from of a fixed exercise price per share,
26
<PAGE> 28
RESOLVED FURTHER, that one-third of the share warrants may be exercised on
or after May 1, 2001, one-third of the share warrants may be exercised on or
after May 1, 2002 and one-third of the share warrants may be exercised on or
after May 1, 2003,
RESOLVED FURTHER, that in the event the holder ceases to be a Director of
the Company, the holder shall be entitled to exercise the warrants up to the
number of vested shares as of the date of termination of office as Director, for
a period of ninety (90) days as from such termination date,
RESOLVED FURTHER, that the warrants may be exercised in one or several
lots, on or prior to the earlier of the following dates: (i) February 6, 2006 or
(ii) in case of termination of the term of office as Director, within 90 days
following such termination date,
RESOLVED FURTHER, that in the event of merger or other change of control of
the Company, the holder of the warrant will be notified and given the same
information as if he were a shareholder in order to exercise, if he so wishes,
his subscription rights,
RESOLVED FURTHER, that given the particular advantages attached to the
share warrants, the warrants shall not be transferable, except to a spouse, a
direct descendant or ascendant, or a sibling of the holder,
RESOLVED FURTHER, that the new shares will be subject to all provisions of
the Statuts, and will entitle the holder thereof to the rights attached to a
share from the effective date of the issuance.
RESOLVED FURTHER, that the Board of Directors is authorized, within the
limits set above:
-- to verify the number of shares issued following the exercise of the
warrants, proceed with all formalities resulting from the relevant
capital increases, and modify the Statuts accordingly,
-- to make the necessary arrangements for ensuring that the protection of
the holder of the share warrants, in the event of any financial
transaction concerning the Company, is in compliance with all statutory
and regulatory provisions in effect,
-- to carry out, by itself or through an agent, all acts and formalities in
order to finalize the capital increases that could be carried out
pursuant to the authorization of the resolution hereof, and to modify
the Statuts accordingly, and in general, to take all necessary steps and
carry out any formal procedure useful to these resolutions,
RESOLVED FURTHER, in accordance with article 55 of the decree no. 67-236 of
March 23, 1967 to insert in Article 6 of the Statuts the following, in order to
indicate therein the recipient's identity of special advantages and the nature
of such advantages:
"Mr. John Olsen is a recipient of special advantages resulting from
the grant of warrants giving the right to subscribe to 15,000 shares by the
shareholders meeting held on February 6, 2001. The special advantages
consist of (i) the grant of such warrants without payment as consideration
and (ii) the benefit from a fixed exercise price per share corresponding to
the estimated value of a share as of February 5, 2001."
FIFTH RESOLUTION
THIS RESOLUTION IS TO AMEND THE AUTHORIZATION PREVIOUSLY GRANTED TO THE
BOARD OF DIRECTORS BY THE THIRTEENTH RESOLUTION ADOPTED BY THE GENERAL
SHAREHOLDERS' MEETING HELD ON JUNE 5, 2000, TO ISSUE SECURITIES THAT GIVE,
IMMEDIATE OR DEFERRED ACCESS TO THE COMPANY'S SHARE CAPITAL WITH PREFERENTIAL
SUBSCRIPTION RIGHTS:
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for extraordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors and the special report of the statutory auditors,
Pursuant to the provisions of Article L.225-129 III of the Commercial Code,
27
<PAGE> 29
RESOLVED, subject to the adoption of the Sixth Resolution below, to
increase from E1,000,000 to E3,200,000 or its value in foreign currency, the
global nominal amount of the increase in share capital to be achieved,
immediately or in the future, according to the powers granted by the
extraordinary general shareholders' meeting of June 5, 2000, in its Thirteenth
Resolution, to the Board of Directors. This limit does not take into
consideration any adjustments that may be made as provided by applicable law.
RESOLVED FURTHER, that the remaining provisions of the Thirteenth
Resolution adopted by the extraordinary shareholders' general meeting of June 5,
2000 remain unchanged.
CONFIRMED, that the Fourteenth, Fifteenth and Sixteenth Resolutions adopted
by the extraordinary general shareholders' meeting of June 5, 2000 also remain
unchanged.
SIXTH RESOLUTION
THIS RESOLUTION IS TO AUTHORIZE THE BOARD OF DIRECTORS TO INCREASE THE
SHARE CAPITAL OF THE COMPANY BY INCORPORATION OF PREMIUMS, RESERVES OR PROFITS:
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for ordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors and has further acknowledged that the share capital of the Company is
fully paid-up,
RESOLVED, that the Board of Directors is hereby granted all powers and may
delegate such powers to the Chairman, to increase the share capital of the
Company, once or more than once, upon its own deliberation, by way of
incorporation of premiums, reserves or profits into the share capital, either by
increase in the nominal value, or by the creation and free allocation of shares,
or by the simultaneous execution of both procedures.
RESOLVED FURTHER that rights corresponding to fractional shares shall not
be negotiable and the corresponding shares shall be sold.
RESOLVED FURTHER, that each holder of such fractional rights shall receive
cash in lieu thereof no later than thirty (30) days after the whole number of
new shares have been registered in the name of such holder.
RESOLVED FURTHER, that the increase(s) in share capital which may be
achieved pursuant to this authorization shall not exceed the limit of E3,200,000
set forth by the Fifth Resolution. The amount of any such increase(s) will be
deducted from the maximum amount of any capital increases which may be realised
pursuant to the delegations to increase capital, with preferential subscription
rights as provided by the Thirteenth Resolution adopted by the extraordinary
general shareholders' meeting of June 5, 2000 and amended by the Fifth
Resolution above.
RESOLVED FURTHER, that the Board of Directors is granted all powers to, and
may delegate such powers to the Chairman, determine all dates, terms and
conditions of the issuances, to fix their price and amount, and generally to
take all measures to ensure its successful completion, to carry out all acts and
formalities in order to finalize the increase(s) in the share capital and to
amend the Statuts of the Company accordingly.
This authorization voids and replaces all prior authorizations granted to
the Board of Directors to increase the share capital of the Company by
incorporation of premiums, reserves or profits.
In accordance with article L.225-129 of the Commercial Code, this
authorization is granted for a period expiring twenty six (26) months following
June 5, 2000.
28
<PAGE> 30
SEVENTH RESOLUTION
THIS RESOLUTION IS TO AUTHORIZE THE BOARD OF DIRECTORS TO ADJUST THE NUMBER
OF SHARES RESERVED FOR ISSUANCE UNDER THE 1999 OPTION PLAN IN THE EVENT THE
COMPANY EFFECTS CHANGES IN CAPITALIZATION:
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for extraordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors and the special report of the statutory auditors,
RESOLVED, that in the event the Company effects a share capital increase by
way of incorporation of premiums, reserves or profits, resulting either in an
increase of the nominal value of the shares or in a free allocation of shares,
or effects a stock split or reverse stock split or a combination of shares, the
Board of Directors is granted, to the extent necessary, full powers to adjust
the number of options which may be granted under the 1999 Option Plan pursuant
to the Eighth Resolution adopted at the mixed general shareholders meeting of
May 4, 1999 and the Twelfth Resolution adopted at the mixed general
shareholders' meeting of June 5, 2000, and/or to adjust the nominal value of the
corresponding shares, in order to reflect the change in capitalization, within
the limits set forth in article 174-17 of the decree n(LOGO)67-236 of March 23,
1967.
29
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ANNEX A
AUDIT COMMITTEE CHARTER
ORGANIZATION
This charter governs the operations of the Audit Committee. The Committee
shall review and reassess the charter at least annually and obtain the approval
of the Board of Directors. The Committee shall be appointed by the Board of
Directors and shall comprise at least three Directors, each of whom are
independent of management and the Company. Members of the Committee shall be
considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company. All Committee
members shall be financially literate (or shall become financially literate
within a reasonable period of time after appointment to the committee) and at
least one member shall have accounting or related financial management
expertise.
STATEMENT OF POLICY
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, the internal audit function, the
annual independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the Board. In so
doing, it is the responsibility of the committee to maintain free and open
communication between the committee, independent auditors, the internal auditors
and management of the Company. In discharging its oversight role, the Committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities, and personnel of the Company and the power to
retain outside counsel, or other experts for this purpose.
RESPONSIBILITIES AND PROCESSES
The primary responsibility of the audit committee is to oversee the
Company's financial reporting process on behalf of the board and report the
results of their activities to the board. Management is responsible for
preparing the Company's financial statements, and the independent auditors are
responsible for auditing those financial statements. The committee in carrying
out its responsibilities believes its policies and procedures should remain
flexible, in order to best react to changing conditions and circumstances. The
committee should take the appropriate actions to set the overall corporate
"tone" for quality financial reporting, sound business risk practices, and
ethical behavior.
The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the committee may supplement them
as appropriate.
- The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Audit Committee, as representatives of
the Company's shareholders. The Committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate,
recommend the replacement of the independent auditors. The Committee
shall discuss with the external auditors their independence from
management and the Company and the matters included in the written
disclosures required by the Independence Standards Board. Annually, the
committee shall review and recommend to the Board the selection of the
Company's independent auditors, subject to shareholders' approval.
- The Committee shall discuss with the internal auditors and the
independent auditors the overall scope and plans for their respective
audits including the adequacy of staffing and compensation. Also, the
Committee shall discuss with management, the internal auditors, and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
business risk, and legal and ethical compliance programs. Further, the
Committee
A-1
<PAGE> 32
shall meet separately with the internal auditors and the independent
auditors, with and without management present, to discuss the results of
their examinations.
- The Committee shall review the Company's quarterly interim financial
statements with management and the independent auditors prior to the
filing of these statements to meet the reporting requirements of all
government bodies (France and The United States) which regulate the
securities markets where the Company's equities are publicly traded
(including the Quarterly Report on Form 10-Q). Also, the Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the Committee by the independent auditors
under generally accepted auditing standards. The chair of the Committee
may represent the entire Committee for the purposes of this review.
- The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report
(for the annual report to shareholders if distributed prior to the filing
of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the
financial statements required to be filed to meet the reporting
requirements of all government bodies (France and The United States)
which regulate the securities markets where the Company's equities are
publicly traded. Also, the Committee shall discuss the results of the
annual audit and any other matters required to be communicated to the
Committee by the independent auditors under generally accepted auditing
standards.
- The Chief Financial Officer is responsible for managing the audit
committee meeting dates and arrangements. The audit committee shall meet
with the Chief Executive Officer, Chief Financial Officer, other key
management of the Company, the internal auditors and the independent
auditors on a quarterly basis before each Board meeting and publication
of the quarterly and annual results in order to:
-- Review and assess the results of all completed audits
-- Review all appropriate changes in SEC and GAAP policies and
procedures
-- Review and insure completion of all action items from the prior audit
committee meeting
-- Discuss and agree future audit strategy, plans and action items
-- Review and agree meeting minutes for presentation to the board by the
audit committee chairman
The Chairman of the Audit Committee will be responsible for presenting to
the Board of Directors a report on the results of the Audit Committee meeting.
A-2
<PAGE> 33
ANNEX B
BUSINESS OBJECTS S.A.
SOCIETE ANONYME
WITH A SHARE CAPITAL OF E 4,029,420.10
REGISTERED OFFICE: 157-159 RUE ANATOLE FRANCE
92300 LEVALLOIS-PERRET
R.C.S. NANTERRE B 379 821 994
------------------------
ORDINARY AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS ON FEBRUARY 6, 2001
REQUEST FOR INFORMATION FORM
I, the undersigned,
residing at ,
holder of [ ] American Depositary Shares
[CUT HERE]
hereby request the sending of the documents and information concerning the mixed
general meeting, as referred to in article 135 of the decree of March 23, 1967
on commercial companies.
Executed in ,
On .
REQUESTS OF INFORMATION ARE TO BE MAILED TO BNP PARIBAS DIVISION EMETTEURS ET
TITRISATION, SERVICE DES ASSEMBLEES, LES COLLINES DE L'ARCHE -- 75450 PARIS
CEDEX 09, FRANCE, LOCAL TELEPHONE NUMBER (331) 55 77 95 60, FAX NUMBER (331) 55
77 95 62
Documents to be returned to:
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
Note: Pursuant to article 138 paragraph 3 of the decree of March 23, 1967,
shareholders may, by single request, obtain from the Company the documents
mentioned in article 135 of the said decree upon the occurrence of each
subsequent general meeting of shareholders.
B-1
<PAGE> 34
ANNEX C
BUSINESS OBJECTS S.A.
2001 STOCK OPTION PLAN
In conformity with the provisions of Articles L.225-177 et. seq. of the
Law as defined herein, Business Objects S.A. adopted a plan for the grant to
Beneficiaries (defined below) of options giving rights to subscribe or purchase
shares of the Company. In furtherance of such decision the board of directors
has adopted the Business Objects S.A. 2001 Stock Option Plan which was approved
by the shareholders of the Company on February 6, 2001.
The terms and conditions of the Business Objects S.A. 2001 Stock Option
Plan are set out below.
1. PURPOSES OF THE PLAN
The purposes of this Stock Option Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to
provide additional incentive to Beneficiaries and to promote the success
of the Company's business.
Options granted under the Plan to U.S. Beneficiaries are intended to be
Incentive Stock Options or Non-Statutory Stock Options, as determined by
the Administrator at the time of grant of an Option, and shall comply in
all respects with Applicable U.S. Laws in order that they may benefit
from available fiscal advantages.
2. DEFINITIONS
As used herein, the following definitions shall apply:
(a) "SHARE" means an ordinary share of the Company, as adjusted from
time to time in accordance with Section 11 of the Plan.
(b) "DIRECTOR" means a member of the Board.
(c) "ADR" means an American Depositary Receipt evidencing an American
Depositary Share corresponding to one Share.
(d) "SHAREHOLDER AUTHORIZATION" means the authorization given by the
shareholders of the Company in an extraordinary general meeting held
on February 6, 2001 permitting the Board to grant Stock Options.
(e) "OPTIONEE" means a Beneficiary who holds at least one outstanding
Option.
(f) "CHANGE IN CONTROL" shall mean, and shall be deemed to have occurred
if:
(i) any person or entity, other than a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company acting in such capacity or a corporation owned
directly or indirectly by the shareholders of the Company in
substantially the same proportions as their ownership of stock
of the Company, becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
total voting power represented by the Company's then
outstanding voting securities, or
(ii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation other
than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the total voting power
represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation, or
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<PAGE> 35
(iii) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of (in one transaction or a series
of related transactions) all or substantially all of the
Company's assets to an entity other than an Affiliated
Company.
(g) "CODE" means the United States Internal Revenue Code of 1986, as
amended.
(h) "BOARD" means the board of directors of the Company.
(i) "OPTION AGREEMENT" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and
conditions of the Plan.
(j) "NOTICE OF GRANT" means a written notice evidencing certain terms
and conditions of an individual Option grant. The Notice of Grant is
part of the Option Agreement.
(k) "BENEFICIARY" means the Chief Executive Officer (President-Directeur
General) and Managing directors (Directeurs generaux) and any
Officers or other person employed by the Company or any Affiliated
Company. Neither service as a Director nor payment of a director's
fee by the Company or an Affiliated Company shall be sufficient to
constitute "employment" by the Company or an Affiliated Company.
(l) "U.S. BENEFICIARY" means a Beneficiary of the Company or an
Affiliated Company residing in the United States or otherwise
subject to United States' laws and regulations.
(m) "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.
(n) "SUBSIDIARY" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
(o) "ADMINISTRATOR" means the Board, as shall administer the Plan in
accordance with Section 4 of the Plan, it being specified that
pursuant to article 11.3 of the by-laws of the Company, any board
member who is eligible to receive Options is prohibited from voting
on decisions to grant Options if such board member is the
Beneficiary of such Options;
(p) "DISABILITY" means total and permanent disability.
(q) "INCENTIVE STOCK OPTION" means an Option granted only to U.S.
Beneficiaries and intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.
(r) "LAW" means the French Commercial Code as amended by the Ordonnance
n degrees2000-912 dated September 18, 2000.
(s) "APPLICABLE U.S. LAWS" means the legal requirements relating to the
administration of stock option plans under state corporate and
securities laws and the Code in force in the United States of
America.
(t) "NON-STATUTORY STOCK OPTION" means an Option which does not qualify
as an Incentive Stock Option.
(u) "OFFICER" means a Beneficiary who is an officer of the Company or an
Affiliated Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.
(v) "OPTION" means a stock option granted pursuant to the Plan as
adjusted from time to time in accordance with Section 11 of the
Plan.
(w) "PLAN" means this 2001 Stock Option Plan, as amended from time to
time.
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<PAGE> 36
(x) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding
Options are surrendered in exchange for options with a lower
exercise price.
(y) "CONTINUOUS STATUS AS A BENEFICIARY" means that the employment
relationship with the Company or any Affiliated Company is not
interrupted or terminated. Continuous Status as a Beneficiary shall
not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations
of the Company or between the Company or any Affiliated Company, or
any successor. A leave of absence approved by the Company shall
include sick leave, military leave, or any other personal leave.
For purposes of U.S. Beneficiaries and Incentive Stock Options, no
such leave may exceed ninety (90) days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract,
including Company policies. If reemployment upon expiration of a
leave of absence approved by the Company is not so guaranteed, on
the 91st day of such leave any Incentive Stock Option held by a
U.S. Beneficiary shall cease to be treated as an Incentive Stock
Option and shall be treated for U.S. tax purposes as a
Non-statutory Stock Option.
(z) "COMPANY" means Business Objects S.A., a corporation organized
under the laws of the Republic of France.
(aa) "AFFILIATED COMPANY" means a company which conforms with the
criteria set forth in L 225-180 of the Law as follows:
- companies of which at least one tenth (1/10) of the share capital
or voting rights is held directly or indirectly by the Company;
- companies which own directly or indirectly at least one tenth
(1/10) of the share capital or voting rights of the Company; and
- companies of which at least fifty percent (50%) of the share
capital or voting rights is held directly or indirectly by a
company which owns directly or indirectly at least fifty percent
(50%) of the share capital or voting rights of the Company.
(bb) "PARENT" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(cc) "FAIR MARKET VALUE" The Fair Market Value shall be the closing sale
price in euros for such Share (or the closing bid, if no sales were
reported) as quoted on the Premier Marche of Euronext Paris on or
such other Regulated Market on which the Shares are traded, on the
last market trading day prior to the day of grant, as reported in
La Tribune, or such other source as the Administrator deems
reliable;
(dd) "REGULATED MARKET" shall mean, as of any date, a stock exchange or
system on which the Shares are traded which is a regulated market
("marche reglemente") under the law n degrees98-546 of July 3,
1998, as amended.
3. STOCK SUBJECT TO THE PLAN
Subject to the provisions of Section 11 of the Plan, the maximum
aggregate number of Shares which may be optioned and issued under the
Plan is 2,300,000 Shares of E0.10 nominal value each, plus an
annual increase to be added on June 30 of each year beginning in 2002
equal to the lesser of (i) 3,000,000 Shares of E0.10 nominal value
each, (ii) 5% of the total Shares of the Company on such date, or (iii)
a lesser amount determined by the Board.
Notwithstanding the above, and pursuant to the Law, options issued and
outstanding under all option plans of the Company may not exceed
one-third of the Company's share capital.
If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unsubscribed or unpurchased
Shares which were subject thereto shall, unless the Plan shall have been
terminated, become available for future grant under the Plan.
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<PAGE> 37
4. ADMINISTRATION OF THE PLAN
4.1 PROCEDURE. The Plan shall be administered by the Administrator.
4.2 POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Law, the
Shareholder Authorization, the Plan and U.S. Applicable Laws, the
Administrator shall have the authority, in its discretion:
- to determine the Fair Market Value of the Shares, in accordance with
Section 2(cc) of the Plan;
- to select the Beneficiaries to whom Options may be granted hereunder;
- to determine whether and to what extent Options are granted hereunder;
- to determine the number of Shares to be covered by each Option granted
hereunder;
- to approve forms of agreement for use under the Plan;
- to determine the terms and conditions, not inconsistent with the terms
and conditions of the Plan, of any Options granted hereunder. Such
terms and conditions include, but are not limited to, the exercise
price, the time or times when Options may be exercised (which may be
based on performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding
any Option or the Shares relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall determine;
- to construe and interpret the terms of the Plan and Options granted
pursuant to the Plan;
- to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;
- to modify or amend each Option (subject to Section 13.3 of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for
in the Plan;
- to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously
granted by the Administrator;
- to decide and institute an Option Exchange Program;
- to determine the terms and restrictions applicable to Options,
including without limitation to limit or prohibit the exercise of an
Option as well as the sale of Shares acquired pursuant to the exercise
of an Option, during certain periods or upon certain events which the
Adlministrator shall determine in its sole discretion; and
- to make all other determinations deemed necessary or advisable for
administering the Plan.
4.3 EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions,
determinations and interpretations shall be final and binding on all
Optionees, subject to the provisions of Article 13.3 of the Plan.
5. LIMITATIONS
5.1 In the case of U.S. Beneficiaries, each Option shall be designated in
the Notice of Grant either as an Incentive Stock Option or as a
Non-Statutory Stock Option. However, notwithstanding such designation,
to the extent that the aggregate Fair Market Value:
(i) of Shares subject to an Optionee's Incentive Stock Options granted
by the Company or any Affiliated Company, which
(ii) become exercisable for the first time during any calendar year
(under all plans of the Company or any Affiliated Company)
exceeds $100,000, such excess Options shall be treated as Non-statutory
Stock Options. For purposes of this Section 5.1, Incentive Stock Options
shall be taken into account in the order in which they were granted, and
the Fair Market Value of the Shares shall be determined as of the time
of the grant.
5.2 Neither the Plan nor any Option shall confer upon an Optionee any right
with respect to continuing the Optionee's employment with the Company or
any Affiliated Company, nor shall they interfere in any way with the
Optionee's right or the Company's or Affiliated Company's right, as the
case may be, to terminate such employment at any time, with or without
cause.
5.3 The following limitations shall apply to grants of Options to
Beneficiaries:
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<PAGE> 38
(i) No Beneficiary shall be granted, in any fiscal year of the
Company, Options to subscribe or purchase more than 150,000
Shares.
(ii) Notwithstanding the foregoing, the Company may also make
additional grants of up to 300,000 Shares to newly-hired
Beneficiaries.
(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 11.
(iv) No Options may be granted to a shareholder who holds more than 10%
of the Company's share capital at the time of grant.
5.4 Other than as expressly provided hereunder, including Section 2 (k)
above, no member of the Board of Directors shall be eligible to receive
an Option under the Plan.
6. TERM OF PLAN
The Plan is effective and Options may be granted as of February 6, 2001
the date of the Plan's adoption by the shareholders. It shall continue
in effect for a term of five (5) years unless terminated earlier under
Section 13 of the Plan, so that Options may be granted hereunder until
February 6, 2006.
7. TERM OF OPTION
The term of each Option shall be stated in the Notice of Grant, and may
be no less than ten (10) years from the date of grant in accordance with
the Shareholder Authorization.
8. OPTION EXERCISE PRICE AND CONSIDERATION
8.1 EXERCISE PRICE
8.1.1 In the case of an Option to subscribe to new shares, the per Share
exercise price shall be determined in accordance with the following:
(i) In the case of an Incentive Stock Option granted to a U.S.
Beneficiary who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of
the voting rights of all classes of stock of the Company or any
Parent or Subsidiary, to the extent such U.S. Beneficiary is
permitted by the Law to receive Incentive Stock Option grants,
the per Share exercise price shall be no less than the higher of
(a) 110% of the Fair Market Value per Share or (b) 80% of the
average Fair Market Values on the twenty trading days preceding
the grant date.
(ii) In the case of an Option granted to any Beneficiary other than a
U.S. Beneficiary described in paragraph (i) immediately above,
the per Share exercise price shall be no less than the higher of
(a) 100% of the Fair Market Value per Share, or (b) 80% of the
average Fair Market Values on the twenty trading days preceding
the grant date.
8.1.2 When an Option entitles the holder to purchase shares previously
repurchased by the Company, the exercise price may not be less than
eighty (80%) of the average purchase price paid for all Shares or ADRs
previously repurchased by the Company.
8.2 WAITING PERIOD AND EXERCISE DATES. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions which must be satisfied
before the Option may be exercised. In so doing, the Administrator may
specify that an Option may not be exercised until the completion of a
service period.
8.3 FORM OF CONSIDERATION. The consideration to be paid for the Shares upon
exercise of Options, including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and shall consist
entirely of an amount in French francs corresponding to the exercise
price which may be paid either by:
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- wire transfer;
- check;
- delivery of a properly executed notice together with such other
documentation as the Administrator and the broker, if applicable,
shall require to effect exercise of the Option and delivery to the
Company of the sale or loan proceeds required to pay the exercise
price; or
- any combination of the foregoing methods of payment.
9. EXERCISE OF OPTION
9.1 PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER
Any Option granted hereunder shall be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by
the Administrator and set forth in the Option Agreement. An Option may
not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i)
written notice of exercise (in accordance with the Option Agreement)
together with a share subscription or purchase form (bulletin d'achat ou
de souscription) from the person entitled to exercise the Option, and
(ii) full payment for the Shares with respect to which the Option is
exercised. Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Option
Agreement and the Plan. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee,
in the name of the Optionee and his or her spouse.
Upon exercise of any Option in accordance herewith, the Shares issued to
the Optionee shall be assimilated with all other Shares of the Company
and shall be entitled to dividends for the fiscal year in course during
which the Option is exercised.
Granting of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available for purposes of the
Plan, by the number of Shares as to which the Option is outstanding.
9.2 TERMINATION OF EMPLOYMENT. Upon termination of an Optionee's Continuous
Status as a Beneficiary during the term of the Option, other than upon
the Optionee's death or Disability, the Optionee may exercise his or her
Option, but only within such period of time as is specified in the
Notice of Grant, and only to the extent that the Optionee was entitled
to exercise it at the date of termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of
Grant). In the absence of a specified time in the Notice of Grant, the
Option shall remain exercisable for ninety (90) days following the
Optionee's termination of Continuous Status as a Beneficiary. In the
case of an Incentive Stock Option, such period of time shall not exceed
ninety (90) days from the date of termination. If, at the date of
termination, the Optionee is not entitled to exercise his or her entire
Option, the Shares covered by the unexercisable portion of the Option
shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
9.3 DISABILITY OF OPTIONEE. In the event that an Optionee's Continuous
Status as a Beneficiary terminates, during the term of the Option, as a
result of the Optionee's Disability, the Optionee may exercise his or
her Option at any time within six (6) months from the date of such
termination, and only to the extent that the Optionee was entitled to
exercise it at the date of such termination (but in no event later than
the expiration of the term of such Option as set forth in the Notice of
Grant). If, at the date of termination, the Optionee is not entitled to
exercise his or her entire Option, the Shares covered by the unexercised
portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.
9.4 DEATH OF OPTIONEE. In the event of the death of an Optionee during the
term of the Option, the Option may be exercised at any time within six
(6)months following the date of death, by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was entitled to
exercise the Option at the date of death (and in no event later than the
expiration of the term of such Option as set forth in the Notice of
Grant). If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercised
portion of the Option shall immediately revert to the Plan.
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If, after death, the Optionee's estate or a person who acquired the
right to exercise the Option by bequest or inheritance does not exercise
the Option within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.
10. NON-TRANSFERABILITY OF OPTIONS AND SHARES
An Option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by laws of descent or
distribution and may be exercised, during the lifetime of the Optionee,
only by the Optionee.
The Administrator may restrict the right of an Optionee to sell or
otherwise dispose of the Shares acquired upon exercise of the Option. In
accordance with the Law, such restriction may not exceed three (3) years
from the exercise date.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
SALE
11.1 CHANGES IN CAPITALIZATION. In the event of the carrying out by the
Company of any of the financial operations pursuant to Article L 225-181
of the Law as follows:
- issuance of shares to be subscribed for in cash or by set-off of
existing indebtedness offered exclusively to the shareholders,
- capitalization of reserves, profits, issuance premiums or the
distribution of free shares,
- issuance of bonds convertible or exchangeable into shares offered
exclusively to shareholders,
- distribution of reserves in cash or portfolio securities,
- capital reduction motivated by losses, and
- repurchase of its own Shares at a price higher than market value,
pursuant to Article 174-9A of the decree no. 67-236 of March 23,
1967,
the Administrator shall, in accordance with the conditions provided for
in Articles 174-8 et seq. of the decree no. 67-236 of March 23, 1967
concerning commercial companies, effect an adjustment of the number and
the price of the Shares subject to Option grants.
The number of Shares which have been authorized for issuance under the
Plan as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option shall
be proportionately adjusted in the event the Company effects a share
capital increase by way of incorporation of reserves, premiums or
profits, resulting either in an increase of the nominal value of the
shares or in a free allocation of shares, or effects a reverse or
forward stock split or a combination of shares.
11.2 DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Administrator may, in the
exercise of its sole discretion in such instances, declare that any
Option shall terminate as of a date fixed by the Administrator and give
each Optionee the right to exercise his or her Option as to which the
Option would not otherwise be exercisable.
11.3 CHANGE IN CONTROL. In the event of a Change in Control of the Company,
each outstanding Option shall be assumed or an equivalent option or
right shall be substituted by the successor corporation or an affiliated
company of the successor corporation. The Administrator may, in lieu of
such assumption or substitution, provide for the Optionee the right to
exercise the Option as to the corresponding Shares as to which it would
not otherwise be exercisable. If the Administrator makes an Option
exercisable in lieu of assumption or substitution in the event of a
Change in Control, the Administrator shall notify the Optionee that the
Option shall be fully exercisable for a period of fifteen (15) days from
the date of such notice, and the Option will terminate upon the
expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the Change in Control,
the Option or right confers the right to purchase, for each Share of
Optioned Stock subject to the Option immediately prior to the Change in
Control, the consideration (whether stock, cash, or other securities or
property) received in the Change in Control by holders of Shares or ADRs
for each Share or ADR held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the
39
<PAGE> 41
outstanding Shares); provided, however, that if such consideration
received was not solely common stock of the successor corporation, or
its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the
exercise of the Option for each Share of Option Stock subject to 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 or ADRs in the merger or sale of assets.
12. DATE OF GRANT
The date of grant of an Option shall be, for all purposes, the date on
which the Administrator makes the determination granting such Option.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
13. AMENDMENT AND TERMINATION OF THE PLAN
13.1 AMENDMENT AND TERMINATION. The Administrator may at any time amend,
alter, suspend or terminate the Plan.
13.2 SHAREHOLDER APPROVAL. The Company shall obtain shareholder approval of
any Plan amendment to the extent necessary and desirable to comply with
Section 422 of the Code (or any successor rule or statute or other
applicable law, rule or regulation, including the requirements of any
exchange or quotation system on which the Shares or ADRs is listed or
quoted). Such shareholder approval, if required, shall be obtained in
such a manner and to such a degree as is required by the applicable law,
rule or regulation.
13.3 EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration, suspension
or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the
Optionee and the Company.
14. CONDITIONS UPON ISSUANCE OF SHARES
14.1 LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise of
an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law
including, without limitation, the Law, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
thereunder, Applicable U.S. Laws and the requirements of any stock
exchange or quotation system upon which the Shares may then be listed or
quoted.
14.2 INVESTMENT REPRESENTATIONS. As a condition to the exercise of an Option,
the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being
subscribed only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.
15. LIABILITY OF COMPANY
The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to
issue such Shares as to which such requisite authority shall not have
been obtained.
16. LAW AND JURISDICTION AND LANGUAGE
This Plan shall be governed by and construed in accordance with the laws
of the Republic of France. The Tribunal de Grande Instance of Nanterre
shall be exclusively competent to determine any claim or dispute arising
in connection herewith.
The Company, the Board and the Optionees recognize that the Plan has
been prepared both in the French and the English language. The French
version is the version that binds the parties; notwithstanding this, the
English version represents an acceptable translation and, consequently,
no official translation will be required for the interpretation of the
Plan.
40
<PAGE> 42
BUSINESS OBJECTS S.A.
2001 STOCK OPTION GRANT AGREEMENT
PART I
NOTICE OF STOCK OPTION GRANT
Name:
Address:
You have been granted an option to subscribe Shares of the Company, subject to
the terms and conditions of the 2001 Stock Option Plan (the Plan) and this
Option Agreement, as follows. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Option Agreement.
Grant Number:
Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:
Total Number of Shares Granted:
Total Exercise Price:
Term/Expiration Date:
TYPE OF OPTION (for US Beneficiaries only): This Option is intended to be an
Incentive Stock Option ("ISO"). However, in accordance with Section 422(d) of
the Internal Revenue Code of 1986 as amended, to the extent that the aggregate
fair market value of Shares subject to Incentive Stock Options which become
exercisable for the first time during any calendar year (under all plans of the
Company or any Affiliated Company) exceeds $100,000, such excess Options is
treated as Non-statutory Stock Options ("NSO").
VESTING SCHEDULE: This Option may be exercised, in whole or in part, in
accordance with the following schedule:
__________________________________________________ provided that the Beneficiary
remains in Continuous Status as a Beneficiary, as defined in section 2 (y) of
the Plan, on such dates.
TERMINATION PERIOD: This Option may be exercised for ninety (90) days after
termination of the Optionee's employment with the Company or the Affiliated
Company as the case may be. Upon the death or Disability of the Optionee, this
Option may be exercised for such longer period as provided in the Plan. Save as
provided in the Plan, in no event shall this Option be exercised later than the
Term/Expiration Date as provided above.
By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. You have reviewed
the Plan and this Option Agreement in their entirety, had the opportunity to
obtain the advice of counsel prior to executing this Option Agreement and fully
understand all provisions of the Plan and Option Agreement. You hereby agree to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Option Agreement. You
further agree to notify the Company upon any change in the residence address
indicated above. You acknowledge and agree that this Option and its vesting
schedule does not constitute an express or implied promise of continued
employment and shall not interfere in any way with your right or the Company's
right to terminate your employment at any time. Further, the benefits, if any,
arising from your Option, shall not form any part of their wages, pay or
remuneration or count as wages, pay or remuneration for pension fund or other
purposes. In no circumstances shall you on ceasing to hold your office or
employment 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.
The Company and the Optionee recognize that the Plan and this Agreement have
been prepared both in the French and the English language. The French version is
the version that binds the parties, which is to be signed by the Optionee and
returned to the Company; notwithstanding this, the English version represents an
acceptable translation and, consequently, no official translation will be
required for the interpretation of this agreement.
OPTIONEE: FOR BUSINESS OBJECTS S.A.
----------------------- ---------------------------
41
<PAGE> 43
BUSINESS OBJECTS S.A.
2001 STOCK OPTION GRANT AGREEMENT
PART II
TERMS AND CONDITION
1. GRANT OF OPTION. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee"), an option (the "Option") to subscribe the number of Shares, as set
forth in the Notice of Grant, at the exercise price per Share set forth in the
Notice of Grant (the "Exercise Price"), subject to the terms and conditions of
the 2001 Stock Option Plan, which is incorporated herein by reference. Subject
to Section 13(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Option Agreement,
the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option, this Option
is intended to qualify as an Incentive Stock Option under Section 422 of the
Code. However, if this Option is intended to be an Incentive Stock Option, to
the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be
treated as a Non-statutory Stock Option.
2. EXERCISE OF OPTION
(a) Right to Exercise. This Option is exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement. In the event of Optionee's
death, Disability or other termination of Optionee's employment, the
exercisability of the Option is governed by the applicable provisions of the
Plan and this Option Agreement.
(b) Method of Exercise. This Option is exercisable by delivery of an exercise
notice, in the form attached hereto (the "Exercise Notice"), comprising a share
subscription form (bulletin de souscription) which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is
being exercised (the "Exercised Shares"), and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered
in person or by certified mail to the Company or its designated representative
or by facsimile message to be immediately confirmed by certified mail to the
Company. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option unless such
issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes the Exercised
Shares shall be considered transferred to the Optionee on the date the Option is
exercised with respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee : (i)
wire transfer; (ii) check; (iii) delivery of a properly executed notice together
with such other documentation as the Administrator and the broker, if
applicable, shall require to effect exercise of the Option and delivery to the
Company of the sale or loan proceeds required to pay the exercise price; or (iv)
any combination of the foregoing methods of payment.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The terms
of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. TERMS OF OPTION. Subject as provided in the Plan, this Option may be
exercised only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option Agreement.
6. ENTIRE AGREEMENT; GOVERNING LAW. The Plan incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the laws of the Republic of France.
Any claim or dispute arising under the Plan or this Agreement shall be
subject to the exclusive jurisdiction of the Tribunal de Grande Instance of
Nanterre.
<PAGE> 44
CONSENT OF SPOUSE
(TO BE SIGNED BY RESIDENTS OF
CALIFORNIA AND OTHER COMMUNITY PROPERTY STATES)
The undersigned spouse of Optionee has read and hereby approves
the terms and conditions of the Plan and this Option Agreement. In consideration
of the Company's granting his or her spouse the right to subscribe Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.
-----------------------------------
Consent of spouse
<PAGE> 45
ANNEX D
BUSINESS OBJECTS S.A.
INSTRUCTIONS TO THE BANK OF NEW YORK, AS DEPOSITARY (MUST BE RECEIVED PRIOR TO
THE CLOSE OF BUSINESS ON JANUARY 30, 2001)
The undersigned Holder of American Depositary Receipts hereby requests and
instructs The Bank of New York, as Depositary, to endeavor, insofar as
practicable, to cause to be voted the Deposited Securities corresponding to such
Receipts registered in the name of the undersigned on the books of the
Depositary as of the close of business on December 11, 2000 at the Ordinary and
Extraordinary General Meeting of Shareholders of Business Objects S.A. to be
held in France, on February 6, 2001 (First Call) and if needed on February 14,
2001 (Second Call), and any adjournments thereafter, in respect of the
Resolutions specified in the Notice of Meeting.
NOTES:
Instructions as to voting on the specified resolutions should be indicated by an
"X" in the appropriate box.
1. It is understood that if (i) a Voting Instruction Card which is signed but
on which no voting instructions are indicated, (ii) a Voting Instruction
Card is improperly completed, or (iii) no Voting Instruction Card is
received by the Depositary from a Holder of American Depositary Receipts on
or before January 30, 2001, the Depositary will deem such Holder to have
instructed the Depositary to give a proxy to the President of the Special
Meeting to vote in favor of each proposal recommended by the Board of
Directors of the Company and against each proposal opposed by the Board of
Directors of the Company.
Business Objects S.A.
P.O. Box 11230
New York, NY 10203-0230
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
<PAGE> 46
PROXY CARD GOES HERE.
Within the authority of the Ordinary General Meeting, the following items will
be voted on:
<TABLE>
<CAPTION>
FOR AGAINST
<S> <C> <C>
1 To ratify the nomination of Mr. John Olsen as Director of the [ ] [ ]
Company
2 To ratify the transfer of the registered office of the Company [ ] [ ]
Within the authority of the Extraordinary General Meeting, the following items
will be voted on:
3 To approve the 2001 Option Plan and authorize shares reserved for [ ] [ ]
issuance thereunder
4 To issue 15,000 share warrants to Mr. John Olsen [ ] [ ]
5 To increase the authorization to issue securities with preferential [ ] [ ]
subscription right
6 [ ] [ ]
To authorize your Board of Directors to increase the Company's
share capital through capitalization of reserves and premiums
7. To authorize your Board to adjust proportionately the number of [ ] [ ]
shares reserved for issuance under the 1999 Stock Option Plan in
the event of changes in capitalization
</TABLE>
The Voting Instructions must be signed by the person in whose name the relevant
Receipt is registered on the books of the Depositary. In the case of a
Corporation, the Voting Instructions must be executed by a duly authorized
Officer or Attorney. In the case of joint holders, the signature of any one will
suffice.
Dated: , 20___
----------------------------------------
Signature
----------------------------------------
Signature, if held jointly
