BUSINESS OBJECTS S. A. Société anonyme with a share capital of 9,592,176.60 euros Registered office : 157-159rue Axxxxxx Xxxxxx 92300 Levallois-Perret R.C.S. Nanterre B 379 821 994 Board of Director Meeting of July 21, 2005 Extract of the minutes Issuance of warrants to subscribe up to 90,000 Ordinary Shares reserved for some directors; correlative amendment of the articles of association and approval of the related complementary Board report The Chairman reminded to the Board that the Extraordinary General Meeting of Shareholders on June 14, 2005 (the “Shareholders Meeting”), under its Eleventh and Twelfth Resolutions, authorized the Board to issue warrants to subscribe up to 90,000 Ordinary Shares, as well as the correlative issuance of these Ordinary Shares, reserved for two directors, Mr. Gxxxxx Xxxx and Mx. Xxxx Xxxxxxxxx. The Chairman reminded that the Shareholders Meeting waived under the foregoing mentioned resolutions, the statutory preferential right of the shareholders to subscribe to the warrants and to reserve the right to subscribe to such warrants to Mr. Held and Mx. Xxxxxxxxxx. Moreover the Chairman reminded that the issuance of the warrants entails, for the benefit of the holder of such warrants, the express waiver by the shareholders of their preferential right to subscribe to the new shares to be issued upon the exercise of such warrants. The Chairman reminded to the Board that the Shareholders Meeting resolved further to grant to the Board full powers, with the right to sub-delegate in accordance with applicable French statutory provisions, to implement these resolutions, including for the purpose of, to determine the dates and terms of the issuances; to set the price, terms and conditions of such issuance of warrants and shares to be issued upon the exercise of the warrants within the limits set by these resolutions; to modify the articles of associations accordingly and, in particular, the article 6 of the Company’s articles of associations in accordance with article 55 of Decree n° 67-236 of March 23, 1967 in order to indicate the recipient of the beneficiary of the special advantages and the nature of such advantages. As a result, and in compliance with the foregoing mentioned resolutions, the Chairman proposed to the Board to issue 90,000 warrants to subscribe up to 90,000 new Ordinary Shares reserved for some directors, as approved by the Shareholders Meeting. After deliberation, motion duly made and seconded, and in accordance to the conditions and ...
BUSINESS OBJECTS S. A., a société anonyme organized under the laws of France (the Company).
BUSINESS OBJECTS S. A. TENDER OFFER AGREEMENT dated as of October 7, 2007 (the Agreement), BY AND AMONG:
BUSINESS OBJECTS S. A. The Holder By: Jxxx Xxxxxxx Chief Executive Officer FORM OF SUBSCRIPTION [to be signed upon exercise of Warrants]
BUSINESS OBJECTS S. A., a French société anonyme, registered under the laws of France, with social capital of €9,537,019.20, having its registered office at 100-000 xxx Xxxxxxx Xxxxxx, 92309 Levallois-Perret Cedex, registered with the Register of Commerce and Companies of Nanterre under number B. 379 821 994, duly represented by Jxxx Xxxxxxx (the “Purchaser”).
BUSINESS OBJECTS S. A., a French société anonyme, registered under the laws of France (the “Purchaser”); and
BUSINESS OBJECTS S. A., a limited liability company (societe anonyme) having its principal executive offices at 1 Sqxxxx Xxxxxxx, 00000, Xxxxxxxxx-Xxxxxx, Xxxxxx (xxreinafter the "Issuer"), AND: PARIBAS, having its registered office at 3 rux x'Xxxxx, 00000, Paris, France, (hereinafter "Paribas"); GOLDXXX XXXHS INTERNATIONAL, having its registered office at Peterborough Court, 133 Xxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx, (xereinafter "GSI"); and GOLDXXX XXXHX XXXXX XXX. ET CIE, having its registered office at 2 rux xx Xxxxx, 00000, Xxxxx, Xxxxxx (xxreinafter "Goldxxx Xxxhx Xxxxx") (Paribas and GSI being hereinafter collectively referred to as the "International Underwriters" and each individually as an "International Underwriter", Paribas and Goldxxx Xxxhx Xxxxx xxxng hereinafter collectively referred to as the "French Underwriters" and each individually as a "French Underwriter", and the International Underwriters and the French Underwriters being hereinafter collectively referred to as the "Underwriters" and each individually as an "Underwriter").
BUSINESS OBJECTS S. A. -------------------------- OPTION HOLDER: [Insert name]
BUSINESS OBJECTS S. A. In exchange for your agreement to cancel a stock option covering ____________ ordinary shares (“Old Option”) granted by Business Objects S.A. (“Business Objects”), Business Objects hereby promises to grant you a stock option covering ____________ ordinary shares of Business Objects’ no earlier than May 15, 2003 (the “New Option”). [The exercise price of the New Option will be the higher of (i) the closing price on the Paris stock exchange on the day preceding date of grant and (ii) 80% of the 20 trading days average closing prices on such market prior to the grant date.] OR [The exercise price per share of the New Option will be the higher of (i) 100% of the closing price of our shares as reported on the Premier Marché of Euronext Paris S.A. on the last trading day before the date of grant, and (ii) 80% of the average of the closing prices of our shares on that market over the twenty trading days before the grant date.] [This is for Italy-based employees only] The New Option will otherwise be subject to: • the standard terms and conditions under Business Objects’ [1999 Stock Option Plan, as amended] OR [2001 Stock Option Plan, as amended]; and • a new option agreement between Business Objects and you. • [a joint election whereby joint election whereby you agree to accept the transfer of the whole of the National Insurance Liability related to the new options.] [For U.K. employees only.] In order to receive the New Option, you must be an employee of Business Objects or one of its affiliates (meaning entities in which the Company owns directly or indirectly 10% or more of the voting rights of such entities) on the date the New Option is granted. This promise to grant does not constitute a guarantee of employment with Business Objects or any of its affiliates for any period. This Promise to Grant New Option is subject to the terms and conditions of the Offer to Grant dated October 11, 2002, the email to eligible employees and the Election Form [For U.K. employees [and the joint election form]] previously completed and submitted by you to Business Objects, all of which are incorporated herein by reference. These documents reflect the entire agreement between you and Business Objects with respect to this transaction. This Promise to Grant New Option may only be amended by means of a writing signed by you and a duly authorized officer of Business Objects. BUSINESS OBJECTS S.A. By: ___________________________________ Date: _______________, 2002
BUSINESS OBJECTS S. A. Société anonyme with a share capital of 9,490,369.70 euros Registered office : 100-000 xxx Xxxxxxx Xxxxxx 92300 Levallois-Perret R.C.S. Nanterre B 379 821 994 __________________ The undersigned, Holder of __________________ Share Warrants in total, the issue of which was authorized and approved by the Extraordinary Shareholders Meeting of December 11, 2003, for a price of __________________euros per Warrant Share, hereby elects to purchase thereunder, __________________Ordinary Shares of 0.10 euro nominal value each of BUSINESS OBJECTS S.A., and herewith makes payment of _____________________________________________________ euros. The undersigned requests that the confirmation for such Ordinary Share be issued in the name of and delivered to __________________ Whose address is __________________ Made on this __________ day of ______________, ____________ By Dxxxx Xxxx ____________________________________________ Signature [above signature, please handwrite “Valid for subscription of ______________________ shares.”] FORM OF ASSIGNMENT [to be signed upon transfer of Warrant] The undersigned hereby sells, assigns and/or transfers unto ___________________, who qualifies as an Immediate Family member in its capacity as ______________, the rights represented by the within Warrant to purchase _________________ Ordinary Shares of Business Objects S.A., to which the within Warrant relates. Made on this __________ day of ______________, ____________ Signature Name Address Signed in the presence of:
