Dassault Systemes Annual Report 2022

Plain-text annual report

Contents General Person Responsible 1 PresentatIon of the Company 2 3 5 3 Financial review and prospects 3.1 3.2 3.3 Operating and Financial Review Financial Objectives Interim and Other Financial Information Dassault Systèmes’ Vision, Strategy and Performance 6 4 Financial statements 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 2 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 8 Key data 9 Profile and Purpose of Dassault Systèmes 12 History and Development of the Company 16 Business Activities 30 Research and development Company Organization 34 Financial Summary: five‑year historical information 36 Environmental, Social, and Governance Performance 38 43 Risk Factors Social, Societal and Environmental Responsibility 53 Sustainability Governance Social, Societal and Environmental Risks Social Responsibility Societal Responsibility Environmental Responsibility Business Ethics and Vigilance Plan Environmental, Social and Governance Metrics Reporting Methodology Appendices Independent verifier’s reports Statutory Auditors’ Attestation on the information relating to the Dassault Systèmes SE’s total amount paid for sponsorship 148 57 60 61 70 83 108 118 131 138 142 151 152 165 166 167 168 214 246 247 311 312 316 319 326 327 328 338 351 4.1 4.2 4.3 Consolidated Financial Statements Parent company financial statements Legal and Arbitration Proceedings 5 Corporate Governance 5.1 5.2 5.3 5.4 5.5 6 6.1 6.2 6.3 6.4 The Board’s Corporate Governance Report 248 Internal Control Procedures and Risk Management 301 Transactions in Dassault Systèmes’ shares by the Management of Dassault Systèmes Information on the Statutory Auditors Declarations Regarding the Administrative and Management Bodies 306 309 310 Information about Dassault Systèmes SE, the share capital and the ownership structure Information about Dassault Systèmes SE Information About the Share Capital Information About the Shareholders Stock Market Information 7 General Meeting 7.1 7.2 Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 Cross‑referencetables UNIVERSAL REGISTRATION DOCUMENT 2022 Annual financial report This document is an English‑language translation of Dassault Systèmes’ Document d’enregistrement universel (Universal registration document), which was filled with the AMF (French Financial Markets Authority) on March 17, 2023, under regulation (UE) 2017/1129 without prior approval in accordance with Article 9 of such regulation. Only the French version of the Document d’enregistrement universel is legally binding. The format of this Universal registration document is different from that of the official version filed with the AMF on March 17, 2023. 1 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES“Dassault Systèmes SE” or the “Company” refers only to the European parent company, which is governed by French law. In compliance with Article 19 of European Regulation no. 2017/1129 of the European Parliament and of the European incorporated by Council, the following reference in this Universal registration document: information is — the consolidated financial statements on pages 124 to 162 (inclusive), the parent company financial statements on pages 169 to 191 (inclusive), and the related audit reports on pages 163 to 167 and 193 to 198 (inclusive) of the Universal registration document for the year 2021 filed with the AMF on March 17, 2022, under no. D. 22‑0117; — the financial information on pages 108 to 122 (inclusive) of the Universal registration document 2021 filed with the AMF on March 17, 2022, under no. D. 22‑0117; — the consolidated financial statements on pages 106 to 147 (inclusive), the parent company financial statements on pages 154 to 176 (inclusive), and the related audit reports on pages 148 to 152 and 178 to 182 (inclusive) of the Universal registration document for the year 2020 filed with the AMF on March 19, 2021, under no. D. 21‑0159; — the financial information on pages 86 to 103 (inclusive) of the Universal registration document 2020 filed with the AMF on March 19, 2021, under no. D. 21‑0159. The portions of these documents which are not incorporated herein are either not relevant for current investors, or are covered in another section of this Universal registration document. General This Universal registration document also includes: — the annual financial report to be prepared and published by every listed company within four months of the end of its fiscal year, pursuant to Article L. 451‑1‑2 of the French Monetary and Financial Code and Article 222‑3 of the French Financial Markets Authority (“AMF”) General Regulation; and — the annual management report of Dassault Systèmes SE’s Board of Directors, which must be provided to the General Meeting of Shareholders approving the financial statements for each completed fiscal year, pursuant to Articles L. 225‑100 and L. 22‑10‑34 et seq. of the French Commercial Code. The two indexes set forth on pages 351 and 352 provide cross‑references to the relevant portions of these two reports. All references to “euros” or to the symbol “€” refer to the legal currency of the French Republic and certain countries of the European Union. All references to the “U.S. dollar” or to the symbol “$” refer to the legal currency of the United States. Due to rounding, the sum of the figures in the tables of this Universal registration document may not exactly correspond to the totals, and the percentages may not accurately reflect the absolute values. In this Universal registration document, “Dassault Systèmes”, the “Company”, the “Group” and “we” refer to Dassault Systèmes SE and all the companies included in the scope of consolidation. 2 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPerson Responsible Person Responsible for the Universal registration document Bernard Charlès – Chairman & Chief Executive Officer. Certification by the Person Responsible for the Universal registration document Vélizy‑Villacoublay, March 17, 2023. I hereby certify that the information contained in this Universal registration document is, to my knowledge, in accordance with the facts and that no information likely to affect its significance has been omitted. I certify that, to my knowledge, the financial statements have been prepared in accordance with applicable accounting standards and give a faithful representation of the assets, financial situation and results of Dassault Systèmes SE and all the companies included in the scope of consolidation, and that the management report, the content of which is cross‑referenced in a table on page 352, presents a faithful representation of the business trends, results and financial situation of Dassault Systèmes SE and all the companies included in the scope of consolidation as well as a description of the main risks and uncertainties which they face. Bernard Charlès Chairman & Chief Executive Officer 3 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES4 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT 1 PresentatIon of the Company PRESENTATION OF THE COMPANY 1 1 1 Dassault Systèmes’ Vision, Strategy and Performance 1.1 1.2 1.3 Key data Profile and Purpose of Dassault Systèmes History and Development of the Company 1.3.1 1.3.2 Summary Our Timeline 1.4 Business Activities 1.4.1 1.4.2 1.4.3 1.5 1.5.1 1.5.2 1.5.3 1.5.4 1.6 1.6.1 1.6.2 1.7 1.8 1.8.1 1.8.2 1.9 1.9.1 1.9.2 1.9.3 Dassault Systèmes’ Corporate Model* Dassault Systèmes Dassault Systèmes’ Offering Material Contracts Research and development Overview Cloud and Services Intellectual Property Investments Company Organization Dassault Systèmes SE’s Position within the Company Principal Subsidiaries of the Company Financial Summary: five‑year historical information Environmental, Social, and Governance Performance Key metrics Main ratings and awards Risk Factors Risks Related to the Business Financial and Market Risks Insurance 6 8 9 12 12 12 16 16 18 21 28 30 30 31 32 33 35 35 35 36 38 38 43 43 44 49 51 5 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES PresentatIon of the Company 1 Dassault Systèmes’ Vision, Strategy and Performance “Imagine New Frontiers” Charles Edelstenne, Founder & Honorary Chairman Bernard Charlès, Chairman & Chief Executive Officer Our valued customers and partners see reinventing a sustainable economy as both a challenge and a significant opportunity to differentiate. They rely on Dassault Systèmes to imagine new solutions, create differentiated offerings and create new operating models in a world where sustainability is paramount, resiliency is crucial, and the importance of sovereignty and trust is a factor of differentiation. Two generations of innovators at Dassault Systèmes have revealed the power of virtual worlds to imagine and create disruptive innovations, and to empower businesses to realize their greatest ambitions. Our purpose to harmonize product, nature and life is deeply rooted in our heritage and drives our strategy. It is important to keep in mind that 3D technology was born for sustainability, since it was first used in the industry for virtual prototyping, for doing things right the first time while saving time, materials and energy. We enable companies to measure and optimize their eco‑bill, to use virtual worlds to improve footprint ‑ what we take from the planet ‑ while unleashing the imagination and growing their handprint ‑ what we give back to the planet and to society. For 40 years, we have been a trusted partner, leveraging science, transforming the processes of creation and production with a holistic approach to circularity, incorporating frugality and lifecycle into design. After 3D design, 3D digital mock‑up and 3D product lifecycle management, we launched the 3DEXPERIENCE in 2012 with the idea that the use, i.e. experience, of the product has now more value than the product itself, with new categories of expectations from citizens, patients, learners and consumers. Today, our clients and partners have embraced the Experience Economy: they use our 3DEXPERIENCE platform to create virtual twin experiences allowing them to imagine new methods and test new products. In 2020, we extended virtualization from things to life. Having started with virtual twins of things – planes, cars, factories, cities ‑, we now extend this capability to living organisms including human beings. This also means that life sciences will be an important inspiration for sustainable innovation in the coming decades. Today, a complete metamorphosis – a radical shift in our perspective on the world – is indeed required. This can only be achieved by leveraging the virtual worlds to improve the real world. Our foundation in science is truly a differentiator. Our science‑based virtual twin experiences rely on a range of multiscale disciplines – biology, chemistry, materials science, mechanics and electromagnetism – allowing our AI engines to transform gigantic, unorganized data, into structured knowledge and know‑how. These virtual assets are becoming the enabler of new products and services to the end consumer, which is what customers are expecting: not just the virtualization of the product, but the virtualization of the product in the context of its usage. And our goal is to make the power of virtual twin experiences accessible to everyone on the planet. We have laid a solid foundation to support our long‑term strategy by establishing our next generation of leaders and evolving our governance. We measure the distance travelled during those four decades, developing Dassault Systèmes from a startup to a global player, and transforming many industries, from Aerospace to the future of mobility and now Life Sciences. Our journey together has been an incredibly enjoyable time. This successful tandem we formed, as Chairman and CEO, will now continue with Pascal Daloz, to develop Dassault Systèmes, helping our customers to create practical sustainable solutions in the Experience Economy. We have the right governance and team in place to enable Dassault Systèmes’ growth well into the future. 6 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT “Focused on our Next Horizon: 2040” Bernard Charlès, Chairman & Chief Executive Officer Pascal Daloz, Deputy CEO & Chief Operating Officer We are now focused on our next horizon: 2040. As a leader in sustainable innovation, our objective is to continue to position our clients at the vanguard of progress, across Manufacturing Industries, Life Sciences & Healthcare, and Infrastructure & Cities. We have demonstrated the relevance of our strategy and the resilience of our business model against a challenging macroeconomic and geopolitical backdrop ‑ Russian invasion of Ukraine, inflation, raw material and workforce shortages. Despite this overall context, Dassault Systèmes delivered good results in 2022. Total revenue increased 9% over the year in constant currencies, driven by strong demand in all our geographies and a solid momentum in most of our product lines. Non‑IFRS operating margin was 33.4% compared to 34.3% in 2021, reflecting the hiring increase in 2022, upon which we will capitalize in the future. Finally, non‑IFRS diluted earnings per share (EPS) grew 19% to € 1.13, as reported. It’s clear the strategic investments we made a decade ago – introducing our purpose, creating our 3DEXPERIENCE platform and cloud infrastructure – are being validated and are paying off for our clients. Our Industry Solutions Experiences and virtual twin experiences have proved mission critical to adopt new business models, increase resiliency and agility, and deploy rapidly at scale. With the successful diversification of our business, continued investments in research & development and in growing our teams, we have expanded our breadth and depth of opportunities. Today, addressing US$45 billion of a potential US$100 billion market, we have significant room to grow. Our strong customer adoption, across all three sectors of the economy, offers many proof points. In Manufacturing Industries, the shift to sustainable experiences is impacting all subsectors from new mobility to clean energy, and we are leading this change, as we’ve done for half a century. The Life Sciences and Healthcare sector is transforming rapidly improve efficiency, and to accelerate drug development, scale precision medicine. With a trusted, scalable platform, only Dassault Systèmes is capable of connecting the dots across research, discovery, certification, manufacturing and commercialization. In Infrastructure & Cities, sustainability issues intersect and amplify: we are inventing game‑changing solutions to optimize the use of natural resources, reduce carbon emissions and improve quality of life for citizens. PresentatIon of the Company 1 1 Innovators have to think in terms of organic systems of systems that create, produce and play an experience in a circular economy. In 2022, we unveiled the 3DEXPERIENCE IFWE Loop, Dassault Systèmes’ unique ability to provide this holistic view and seamlessly link value creation with value experienced, design and usage, to cover the full experience lifecycle. This strategic paradigm shift allows us to expand value proposals as well as the audience. Reaching consumers, patients and citizens is the next frontier: we will connect our clients to their own customers, fostering the creation of a significant, digital patrimony – a critical element of competitiveness. We can make this a reality through our virtual twin experiences that offer a unique combination of modeling, simulation and data science. We have introduced the Life Cycle Assessment solution on the 3DEXPERIENCE platform for customers to establish sustainability requirements early on, and measure the impacts of decisions before implementing them. This provides a valuable foundation to fully leverage the future of data science. As data collection and analysis accelerate, virtualization of society and the economy requires the highest levels of security, trust and services. For these reasons, we have elevated 3DS OUTSCALE, Dassault Systèmes’ sovereign cloud infrastructure, to a brand. Our strategy and offering are unique in the industry. We are applying 40 years of expertise at an industrial level to deliver an end‑to‑end sovereign cloud offering that is able to protect each customer’s core business and enables them to create value from data at multiple levels. As we look to our next horizon, 2040, we continue to invest strategically and to grow our market leadership and the many significant opportunities before us. By then, we are focused on executing against the strong business drivers we have in place, and for 2023 we are targeting non‑IFRS revenue growth of 8% to 9% in constant currencies. Hence, with an objective for non‑IFRS diluted EPS in the range € 1.18 to 1.20, we are on the trajectory to reach our 2024 EPS target well in advance. We thank our teams for their passion and dedication to our success. We thank our clients for their continued trust and look forward to continuing our fruitful partnerships. It is their success which defines our success. By leveraging the virtual worlds to extend and improve the real world, together we can drive meaningful progress towards a more sustainable future. 7 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1 PresentatIon of the Company Key data 1.1 Key data 8 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Profile and Purpose of Dassault Systèmes 1.2 Profile and Purpose of Dassault Systèmes The purpose of Dassault Systèmes is to provide business and people with 3DEXPERIENCE universes to imagine sustainable innovations capable of harmonizing product, nature and life. Dassault Systèmes, a global leader in sustainable innovation, provides to companies and individuals virtual twin experiences based on an unique collaborative software platform. In three main sectors of the economy (Manufacturing Industries, Life Sciences & Healthcare, Infrastructure & Cities), Dassault Systèmes develops virtual twins that allow customers to create products and services for a more sustainable and desirable world. This representation of the real world, based on scientific laws and mathematical models and which combines virtual modeling, simulation and visualization, makes it possible to imagine, design and deploy new concepts or processes. Dassault Systèmes helps its customers to face their most ambitious challenges of the past ten years: — How to make cities great places to live and work? — How to care for the entire planet and for each individual, and how to conduct clinical trials to roll out a vaccine in less than a year? — How to design the entire product lifecycle? — How to make sustainable purchasing choices? — How to prepare the workforce of the future for the jobs of the future? — How to develop new paradigms of scientific observation and reasoning? In this context, Dassault Systèmes launched in 2012 the 3DEXPERIENCE, a platform that provides to companies a real time broad view of their business and ecosystem. The 3DEXPERIENCE connects people, ideas, data, and solutions in a unified environment, allowing companies of all sizes to innovate, produce, and sell in entirely new ways. Dassault Systèmes solutions transform the way products are designed, simulated, produced, marketed and supported, leveraging the virtual world to improve the real world. The Company has helped manufacturers disrupt how products are designed and produced – with 3D design, with 3D digital mock‑ups (DMU), with 3D Product Lifecycle Management (PLM), and now with 3DEXPERIENCE. It is important to remember that virtual worlds were created to drive sustainable development. The purpose of the first 3D representations was to replace physical prototyping, saving raw materials, energy and resources. The Product Lifecycle Management (PLM) solutions pioneered by Dassault Systèmes in the early 1990s have helped foster a circular, more balanced approach within industry. Today, Dassault Systèmes wants to be the catalyst and enabler of the real Industry Renaissance of the 21st century. Combining the real and the virtual leads to usher in new ways of inventing, learning, producing, and doing business. Achieving a more sustainable future is only possible by leveraging the virtual world. Dassault Systèmes believes that virtual worlds extend and improve the real world. Dassault Systèmes is a European science‑based, innovation‑driven, business‑minded and long‑term oriented company, with a global presence and market reach. The Company’s more than 22,500 employees in more than 130 countries all share this same mindset. This also translates into a high level of market confidence and trust among our more than 300,000 enterprise customers. Dassault Systèmes built its strategy around three words: ‘Human Industry Experiences’. “Human” means that the Company is focused on the human being, building on imagination, knowledge and know‑how to make a lasting contribution for the benefit of all. “Industry” means that Dassault Systèmes wants to offer customers what they value the most – a sustainable outcome. “Experiences” refers to the will to help businesses and people grow and live in today’s new “New World”. To achieve this strategy, Dassault Systèmes is focusing on developing solutions in three main sectors: Manufacturing Industries, Life Sciences & Healthcare and Infrastructure & Cities. After modeling the object in its environment, Dassault Systèmes also wants to model the living. 1 1 9 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Profile and Purpose of Dassault Systèmes The Company is rolling out its strategy through strategic operational components: Brands, Industries and Geographies. thinking to design, engineering, manufacturing, sales & marketing, all the way to ownership. Dassault Systèmes’ Brands create great user experiences and build vibrant user communities. Industries develop Solution Experiences, industry‑focused offerings which deliver specific value to companies and users in a particular industry. The eleven Geographies (GEOs) are responsible for making GEOs the driving force for the development of our business and for overseeing the implementation of our customer‑centric engagement model. Dassault Systèmes offers the 3DEXPERIENCE, which is a platform for knowledge and know‑how. It aims to catalyze and enable innovation by allowing businesses to connect the dots within and outside their company, from upstream The 3DEXPERIENCE platform is a game‑changer in value creation for organizations because it is the only platform that offers both a system for running their business and a business model to transform their businesses. As a system of operations, the 3DEXPERIENCE platform enables businesses to improve their operational excellence. As a business model, it allows them to set up the most innovative value networks. The 3DEXPERIENCE platform is structured in four quadrants encompassing thirteen brands. The Company’s 3DEXPERIENCE portfolio is comprised of 3D modeling applications, simulation applications, social and collaborative applications, and information intelligence applications. Dassault Systèmes’ Purpose Established in 2012, Dassault Systèmes’ purpose is to provide business and people with 3DEXPERIENCE universes to imagine sustainable innovations capable of harmonizing product, nature and life. Through this ambition, Dassault Systèmes contributes to the improvement of society and the quality of the environment. “Harmonizing product, nature and life” is how to define sustainable innovation. It is based on the premise that, in the 21st century, with a global population of nearly 8 billion, we cannot produce and consume in the same way that we did in the 20th century. A product cannot be sustainable if its impact on the environment and on society has not been thought through. And conversely, product design can be improved by observing nature and other living creatures. Dassault Systèmes believes that we should think about progress in terms of balance: what are we taking from and giving back to our planet? “Harmonizing product, nature and life” lies at the heart of the industry of the 21st century –the primary driver of innovation and the key to both sustainable enterprise in all sectors of the economy and progress in all spheres of society. Since more than a decade, Dassault Systèmes is defined as the 3DEXPERIENCE Company. Dassault Systèmes anticipated that the world would shift from a product‑based economy to an experience economy that values usage over the product. The experience economy is not just about “user experience”. It is about the overall balance and impact of any service we provide to society. This means seeing industry as a value creation process for people, rather than the “means of production”. The industry of the 21st century is a network of creation, production and exchange of experiences. In 2012 Dassault Systèmes also dared to imagine that the 3DEXPERIENCE universes would become the most powerful vehicle for sustainable innovation. Its platform has clearly risen to the challenge. First, it makes it possible to represent hypotheses, which are then tested and verified against real‑world data, with the aim of optimizing models within a loop process. The virtual twin is a virtual representation of the world achieved by combining modeling, simulation, real‑world data and artificial intelligence. In some ways, the virtual twin can be seen as a library and a workshop: it represents existing and potential knowledge and know‑how, and it allows us to create use case scenarios which are then verified against real‑world data. With the cloud, all these technologies can be made available to every kind of organization, business and research lab. It is now possible to measure the tangible benefits of these virtual twin experiences delivered through the platform in the shift toward a more circular economy. According to a study led in 2021 by Dassault Systèmes in collaboration with Accenture, the potential impact of virtual twins on the climate has been quantified: on the basis of five use case scenarios, savings of up to 7.5 gigatonnes of CO2 are possible. Second, virtual twins rely on collaborative experience platforms, which have emerged as the key infrastructure for the 21st century. Thanks to these platforms, companies like Amazon, Uber and Airbnb are transforming retail, transportation and the hospitality industry. Next up is the rest of industry. Platforms make it possible to unify entire research and production ecosystems, rethink public/private partnerships, and converge supply and demand. Far more than just a technology, virtual platforms offer a holistic approach to innovation and an inspiration for new offerings. Sustainable innovation is intrinsically holistic, multi‑disciplinary, multi‑scale and circular. Tomorrow’s game‑changers will not be those with the most automated production systems, but those with the best‑developed legacy of knowledge involve and know‑how, whose business environments subcontractors as full‑fledged partners in value creation. Manufacturers must take a more balanced approach: reducing their negative impact (footprint) and improving their positive impact (handprint) across the entire product 10 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Profile and Purpose of Dassault Systèmes lifecycle. This is where platforms really come to the fore – elevating the role of businesses as sustainability leaders, sparking creativeness and sharing knowledge and expertise. There is an imperative now for manufacturers to consider the entire lifecycle of their products: where are the materials sourced? Is the production process frugal? What is the impact of the distribution channel? Does the product have a sustainable end‑use? Can the materials be reused or repurposed? We must work toward a more decarbonized and circular economy. This calls for a system of systems approach, which is today possible using the virtual twins of value chains, ecosystems and collaborative platforms. As it is adopted by new categories of innovators, the 3DEXPERIENCE platform has become the catalyst and enabler of the Industry Renaissance, today’s global transformation that brings new ways of inventing, learning, producing and trading. The platform encompasses a highly complementary and resolutely unique scope of scientific disciplines: including biology, chemistry, materials science, mechanics, and electromagnetics. Through virtual experiences, augmented reality and realistic simulation, the virtual revolutionizes our relationship with knowledge, just like the printing press did in 15th‑century Europe. The new book is the experience! The virtual experience adds knowledge and know‑how, while eliminating the gap between experimentation and learning. Through the virtual world –today’s library and workshop– new categories of industrial firms create new categories of experiences for new categories of customers. Today, Dassault Systèmes is extending its focus from things to life. Since its inception in 1981, Dassault Systèmes has been instrumental in fostering sustainable innovation for products. At the same time, our ambition to harmonize product, nature and life has led us to develop a new understanding of life and nature. Today, the Company is capable of applying knowledge and know‑how acquired in the non‑organic world to the organic – living – world. While the surface of simple objects is represented with 3D design, it takes the 3D digital mock‑up (DMU) to represent not only the surface but also the inside of complex systems. The 3D product lifecycle management (PLM) integrates the time dimension. Now, with the 3DEXPERIENCE, we are representing the use. In 2020, Dassault Systèmes announced its ambition to create the virtual twin experience of the human body, integrating modeling, simulation, information intelligence, and collaboration. This brings together biosciences, material sciences and information sciences to project the data from an object into a complete living virtual model that can be fully configured and simulated. Industry, researchers, physicians and even patients can visualize, test, understand, and predict what cannot be seen –from the way drugs affect a disease to surgical outcomes –before a patient is treated. Dassault Systèmes, a culture of innovation Dassault Systèmes is a science‑based company geared to the future and to progress, with many companies among customers who are pioneers in their field (robotics, energy, mobility and more). The Company’s values are underpinned by innovation and a shared ambition to make a lasting, positive impact on everyone’s lives. This is called, internally, the IFWE mindset. “IF” refers to the passion to explore new possibilities and “WE” to the belief that, by connecting people, we can bring about meaningful change. 1 1 11 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company History and Development of the Company 1.3 History and Development of the Company 1.3.1 Summary in 1981 through the Dassault Systèmes was founded spin‑off of a small team of engineers from Dassault Aviation, which was developing 3D surfacing modeling software to design wind tunnel models and reduce cycle times for wind tunnel testing. The Company entered into a distribution agreement with IBM the same year and started to sell its software under the CATIA brand. With the introduction of the Version 3 (V3) architecture in 1986, Dassault Systèmes laid the foundations of 3D modeling for product design. Working with large industrial customers was the opportunity to learn the importance for them to have a software solution that would support the design of highly diversified parts in 3D. The growing adoption of 3D design for all components of complex products, such as airplanes and cars, triggered the vision for transforming the 3D part design process into a systematic integrated product design. The Version 4 (V4) architecture was thus created, opening new possibilities to realize full digital mockups (DMU) of any product. V4‑architected software solutions helped customers reduce the number of physical prototypes and substantially shorten product development cycle times, while making global engineering a reality as engineers were able to share their work across the globe virtually. (PLM) solution. Introduced in 1999, new Version 5 (V5) software architecture served as the foundation for a robust 3D product lifecycle In conjunction with the management Company’s strategy and product portfolio development plans, Dassault Systèmes undertook a series of targeted acquisitions to expand software applications offering to include digital manufacturing, realistic simulation, product data management and enterprise business process collaboration. Building on its knowledges and know‑how in 3D, 3D DMU and 3D PLM, Dassault Systèmes unveiled in 2012 the 3DEXPERIENCE platform, designed to support our customers’ innovation processes and deliver truly new and rewarding experiences for their end‑users. In 2020, Dassault Systèmes announced the extension of 3DEXPERIENCE from things to life, with the ambition to invent the dynamic virtual twin of the human body. 1.3.2 Our Timeline 3D Design and 3D Digital mock‑up 1981 – Creation of Dassault Systèmes to design products in 3D through the spin‑off of a team of engineers from Dassault Aviation. 1981 – The Company’s flagship brand, CATIA, is launched. 1981 – Worldwide marketing, sales and support agreement with IBM, beginning of a long‑standing partnership. 1981 – Initial industry focus: automotive and aerospace. 1986 – V3 software introduced for 3D Design. 1994 – V4 architecture introduced offering a new technology for creating the full 3D Digital Mock‑Up (“DMU”) of a product, enabling customers to significantly reduce the number of physical prototypes and to have a complete understanding of the virtual product. 1994 – Expansion of the Company’s industry focus to seven industries, adding fabrication and assembly, consumer goods, high‑tech, shipbuilding and energy. 1996 – Initial public offering in June. 1997 – Formation of the Company’s Professional channel, focused on marketing, sales and support of SOLIDWORKS. 1998 – Creation of the ENOVIA brand, focused initially on management of CATIA product data for larger clients with the acquisition of IBM’s Product Manager software. Expanding to 3D product lifecycle management 1999 – Launch of V5 architecture designed for both Windows NT and UNIX environments. 1999 – Unveiling of an expanded addressable market vision: 3D Product Lifecycle Management (PLM) for 3D design, simulation analysis, digital manufacturing and product data management. 1999 – ENOVIA’s portfolio expanded to product data management for the small and mid‑sized companies (“SMB”) market with the SmarTeam acquisition. 2000 – Creation of the DELMIA brand, initially addressing digital manufacturing (digital process planning, robotic simulation and human modeling technology). 1997 – Broadening of our 3D Design offer to the entry 3D market, with the acquisition of the startup SOLIDWORKS, with Windows‑native architecture, targeting principally the 2D to 3D market migration opportunity. 2005 – Creation of the SIMULIA brand, addressing realistic simulation, representing a significant expansion of the Company’s simulation capabilities to leverage the acquisition of Abaqus. 12 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company History and Development of the Company 1 2005 – Creation of the Company’s Value Solutions sales channel, an indirect channel specifically focused on supporting SMB companies, including suppliers to OEMs. This channel rounded out Dassault Systèmes’ other indirect channel, the Professional channel, which is focused on SOLIDWORKS users. 2014 – Introduction of 3DEXPERIENCE R2014x, the first release of the Company’s new 3DEXPERIENCE platform, offering end‑to‑end and integrated scientific, engineering, manufacturing and business capabilities and services, with the V6 architecture as its foundation. 1 2006 – Expansion of the ENOVIA portfolio with the acquisition of MatrixOne, a global provider of collaborative PDM software and services. 2007 – Amendment of the IBM partnership agreement, outlining the Company’s progressive assumption of full responsibility for the Value Solutions channel. 2007 – Creation of the 3DVIA brand, to bring 3D technology to new users to imagine, communicate and experience in 3D. 2007 – CATIA offer extended with ICEM acquisition, a company well known in the automotive industry for its styling and high‑quality surface modeling and rendering solutions. 2008 – Unveiling of the Company’s V6 architecture. 2010 – The Company acquired full control of our distribution sales channels with the acquisition of IBM PLM, the IBM business unit dedicated exclusively to the marketing, sale and support principally of our CATIA, ENOVIA and DELMIA brands. 2010 – Acquisition of Exalead, providing a new class of search‑based applications for collaborative communities to imagine better user experiences. 2011 – DELMIA’s offering expands with the acquisition of Intercim, offering manufacturing and production management software for advanced and highly regulated industries. 2011 – 100% of the Company’s total revenues are derived from its wholly‑directed three sales channels, completing the transition from IBM begun in 2005; Expanding to 3DEXPERIENCE 2012 – Expansion of the Company’s strategy to 3DEXPERIENCE along with our purpose: harmonize product, nature and life. See paragraph 1.2 “Profile and Purpose of Dassault Systèmes”. 2012 – Creation of a new brand, GEOVIA, dedicated to modeling the planet; focus on a new industrial sector, Natural Resources, with the acquisition of Gemcom in the mining sector. 2012 – Acquisition of Netvibes, bringing intelligent dashboarding capabilities, and SquareClock, providing cloud‑based 3D space planning solutions. 2012 – 3DEXPERIENCE launch announcement and introduction of the Company’s first Industry Solution Experiences. 2013 – Unveiling of V6 Release 2014, available to select customers, on premise as well as Software as a Service (SaaS), featuring the controlled availability of existing and new industry‑focused and user‑focused offerings and the introduction of a new navigational user interface, the 3DEXPERIENCE platform. 2013 – Broadening of the Company’s manufacturing offerings to Manufacturing Operations Management with the acquisition of Apriso. 2014 – Creation of a new brand, 3DEXCITE, with the acquisition of Realtime Technology AG (“RTT”) providing professional high‑end 3D visualization software, marketing imaging services to solutions and computer‑generated extend the Company’s offerings to marketing professionals. 2014 – Creation of a new brand, BIOVIA, principally addressing science‑ based industries, combining the acquisition of Accelrys and the Company’s internal developments. 2014 – Quintiq acquisition in operations planning and optimization. 2015 – Introduction of 3DEXPERIENCE R2015x, offering a simplified and improved user experience, with powerful enhancements that significantly increase productivity on premise as well as on public or private cloud. In addition, R2015x introduces groupings of applications called “roles”, to cover industry‑specific user needs. 2015 – Legal transformation of Dassault Systèmes from a French public limited company (société anonyme) to a European company (Societas Europaea, SE). The adoption of the status of European company reflected the Company’s international dimension and growing presence throughout Europe. 2015 – CATIA’s capabilities were expanded to further enhance its coverage of complex mechatronics systems engineering, with the acquisition of Modelon GmbH, an expert in “ready‑to‑experience” content for systems modeling and simulation, which are strategic to transforming the Transportation & Mobility industry. 2016 – 3DEXPERIENCE 2016x general availability. 2016 – Extension of SIMULIA’s multi‑physics, multi‑scale offer with the acquisition of CST, a technology leader in electromagnetic simulation, and the addition of Next Limit Dynamics, bringing capabilities in computational fluid dynamics simulation. 2016 – Expansion of the Company’s DELMIA’s manufacturing portfolio with the acquisition of Ortems, focused on production planning and scheduling. 2016 – Acquisition of full ownership of 3D PLM Software Solutions Ltd (3DPLM), our joint venture in India with Geometric Ltd. 2017 – Dassault Systèmes entered into a new, extended partnership with The Boeing Corporation. Boeing will expand its deployment of our products across its commercial aircraft, space and defense programs. Boeing will be adopting Dassault Systèmes’ 3DEXPERIENCE platform for Manufacturing for Product Lifecycle Operations Management and its usage of our design, Management and extending engineering simulation and digital manufacturing software. 2017 – Extension of our simulation capabilities with the acquisition of Exa Corporation for highly dynamic fluid flow analysis, a complex simulation critical to designers and 13 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company History and Development of the Company engineers at more than 150 leading companies including Transportation and Mobility, as well as Aerospace and Defense, Natural Resources, and other industries to evaluate highly dynamic fluid flow throughout the design process. 2017 – Extension of CATIA’s Marine and Offshore industry capabilities with the acquisition of AITAC B.V., where its “Smart Drawings” software application is used to automate the creation of drawings. 2017 – Strengthening the management of our cloud resources and services, increasing our interest in Outscale to a majority stake, a global provider of enterprise‑class cloud services. Founded in France in 2010, Outscale is an ISO/IEC 27001:2013 security certified company that provides enterprise‑class cloud computing infrastructure services (IaaS) to customers through its ten data centers in Europe, North America and Asia. With this investment, Dassault Systèmes is now able to adjust and control its cloud resources and services to manage peaks in activity, further diversify its industry segments, deploy new features, and provide advanced on premise, private and hybrid cloud solutions for its customers. 2018 – Power’By launch as part of 3DEXPERIENCE R2018x and introduction of the 3DEXPERIENCE Marketplace. The objective of Power’By is to enable all customers to benefit from the 3DEXPERIENCE platform’s value immediately without any need for migration of legacy data. There are three levels: to enable social collaboration; to leverage hybrid data for product configuration and bill of materials; or to use the full capabilities of the 3DEXPERIENCE platform. 2018 – Acquisition of majority ownership of Centric Software, a PLM specialist for the fashion, apparel, luxury and retail sectors. With this investment, Dassault Systèmes aims to accelerate the digital transformation of companies seeking solutions for the increasingly complex development of collections that respond to on‑trend and on‑demand consumers. 2018 – Acquisition of No Magic – a global solutions company focused on model‑based systems engineering, architecture modeling for software, system of systems and enterprise business processes modeling – strengthening our CATIA applications. This provides a “single source of truth”, allowing any user within a company to implement continuous 3D digital processes and address all lifecycle aspects of an experience. 2018 – Acquisition of Cosmologic, a developer of fluid phase modeling software. 2019 – Acquisition of IQMS, a leading manufacturing ERP software company. Dassault Systèmes extends the 3DEXPERIENCE platform to small and mid‑sized manufacturing companies seeking to digitally transform their business operations. IQMS provides all‑in‑one solutions to optimize engineering, manufacturing and business processes. particular to develop smart products for the high‑tech, equipment and energy industries. 2019 – Acquisition of a non‑controlling interest in BioSerenity, a firm specializing in the development of connected medical devices and remote‑monitoring solutions for patients with cardiac, neurological and sleep disorders. 2019 – Acquisition of Medidata Solutions, Inc., the world leader in clinical testing. Medidata’s clinical expertise and cloud solutions enable development and marketing of smarter therapies. With this acquisition, the Life and Health Sciences industry is now the second largest source of revenue for Dassault Systèmes, putting it at the forefront of the virtual transformation of life sciences for a new era in personalized medicine and patient‑centered care. 2019 – Acquisition of Distene, the developer of market‑leading meshing software. 2019 – Launch of the 3DEXPERIENCE WORKS family of applications aimed at small and mid‑sized companies, bundling SOLIDWORKS, DELMIAWORKS, ENOVIAWORKS and SIMULIAWORKS; From things to life 2020 – Acquisition of PROXEM, a firm specialized in semantics software and services bases on artificial intelligence, to strengthen the collaborative data science capabilities of the 3DEXPERIENCE platform. 2020 – Acquisition of NuoDB, a cloud‑native distributed SQL database leader, to advance Dassault Systèmes’ 3DEXPERIENCE platform cloud and data science strategy. 2021 – Acquisition of INTEROPSYS SAS (Iterop), a Business Process Management firm. Integration with the 3DEXPERIENCE Platform and 3DS OUTSCALE is aimed bringing innovation to within everybody’s reach via the cloud. 2021 – “Together”, Dassault Systèmes’ first employee shareholding plan launched for approximately 98% of the workforce. 2021 – Dassault Systèmes joins the European Green Digital Coalition as a founding member. 2021 – Approval by the Science‑Based Targets initiative (SBTi) of Dassault Systèmes’ GHG reduction targets and publication of our strategic roadmap to become carbon neutral. 2021 – Contract with Renault for the global deployment of our 3DEXPERIENCE Platform on the cloud, as part of the group’s “Renaulution” strategic plan. 2021 – Acquisition of a majority stake in Bloom, an artificial intelligence (AI) platform dedicated to qualitative, predictive and strategic analysis of social networks. The investment is coupled with a strategic partnership that will enable Dassault Systèmes to deliver combined offerings. 2019 – The acquisition of Argosim strengthens Dassault Systèmes’ simulation and modeling portfolio for embedded systems. 2022 – MEDIDATA expands and strengthens decentralized clinical trial capabilities through groundbreaking partnership with Circuit Clinical. 2019 – Acquisition of Elecworks, the suite of CAD software developed by Trace Software, to better respond to the in challenges posed by electrical product design and 2022 – Inria and Dassault Systèmes form strategic alliance for a European Digital Trusted Platform. 14 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company History and Development of the Company 2022 – Dassault Systèmes introduces Life Cycle Assessment solution on the 3DEXPERIENCE platform to transform the sustainable innovation process. 2022 – Dassault Systèmes partners with Sanofi to optimize tech transfer and industrialization at its future “EVolutive Facilities”. 2022 – Global beauty company Shiseido implements Dassault Systèmes’ Manufacturing solutions worldwide as consumers’ push for skincare and wellness. 2022 – Docaposte, Dassault Systèmes, Bouygues Telecom and Banque des Territoires sign alliance to offer the reference solution for trusted cloud services. 2022 – Dassault Systèmes, the H. HARTMANN Institute and the Institute Rafaël launch the VORTHEx project, the world’s first 3D simulator for radiotherapy. 2022 – Dassault Systèmes announces its new 3DS OUTSCALE brand as the leading sovereign and sustainable operator of trusted Business Experience as a Service. 2022 – Dassault Systèmes extends agreement with Hyundai Motor by five years. 2022 – Dassault Systèmes and Samsung Heavy Industries cooperate to establish a Smart Digital Shipyard. 2022 – Dassault Systèmes acquires DIOTASOFT, bringing its augmented reality and field control technology to Manufacturing and Operations customers. 2022 – Dassault Systèmes and École Normale Supérieure Paris‑Saclay sign MoU to boost virtual twin knowledge and know‑how. For further information on acquisitions over the last three years, see paragraph 1.5.4 “Investments” below. 1 1 15 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Business Activities 1.4 Business Activities › Dassault Systèmes’ Corporate Model* * The Business Model. 16 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT1.4 Business Activities › Dassault Systèmes’ Corporate Model* PresentatIon of the Company Business Activities 1 1 17 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Business Activities Dassault Systèmes’ 3DEXPERIENCE universes and virtual twins experiences help industrial companies to imagine disruptive and sustainable innovations in record time. Thus, the value that Dassault Systèmes’ solutions bring to its stakeholders goes far beyond the simple economic notion. Dassault Systèmes solutions have enabled the production of 60% of the world’s wind turbines, the first solar airplane and more than 50% of drugs and medical devices have been designed with the help of its solutions. The methodology used to represent the resources Dassault Systèmes deploys and the shared value for society that it creates is the Integrated Reporting Framework proposed by the Value Reporting Foundation (now part of the International Sustainability Standards Board). The Integrated Reporting Framework presents this stakeholder value creation process according to the five relevant “Capitals” for our sector: Intellectual, Human, Social, Financial, and Natural. This section presents with more details how Dassault Systèmes resources are transformed into stakeholders value. To deliver on this Human Industry Experiences strategy, Dassault Systèmes will focus on developing its leadership in three strategic sectors of the economy: Manufacturing Industries, Life Sciences & Healthcare and Infrastructure & Cities. These sectors share similar development processes and sustainability needs in their efforts to improve quality of life, whether through more affordable and precise therapies, optimized infrastructures, or better use of the environment. 1.4.1.2 Strategic operational elements Dassault Systèmes is rolling out its strategy through its Strategic Operational Elements: Brands, Industries and GEOs. Brands Dassault Systèmes’ Brands create great user experiences and build vibrant user communities. With thirteen brands, powered by the 3DEXPERIENCE platform, the Group has the broadest portfolio of software applications in the market. Dassault Systèmes brands are organized into applications families: — social and collaborative applications: 3DEXCITE, CENTRIC PLM, ENOVIA; — 3D modeling applications: SOLIDWORKS, CATIA, GEOVIA, BIOVIA; — simulation applications: SIMULIA, DELMIA, 3DVIA; — information intelligence applications: NETVIBES, MEDIDATA; — infrastructure for business experiences: 3DS OUTSCALE. 1.4.1 Dassault Systèmes 1.4.1.1 The Company’s strategy: Human Industry Experiences To fulfill the ambition for sustainable innovation encapsulated in its corporate purpose, Dassault Systèmes’ strategy is to focus on Human Industry Experiences. “Human” means that our ultimate ambition and primary resource are one and the same – human beings. Dassault Systèmes builds on imagination, knowledge and know‑how to make a lasting contribution for the benefit of all. The Company firmly believe that the greatest value of virtual worlds lies in the potential it offers for imagining the future, much more than exponential computing capability. Dassault Systèmes is also convinced that tomorrow’s leaders will not be those with the most automated production systems, but those with the best‑developed legacy of knowledge and know‑how, whose business environments involve suppliers as full‑fledged partners in value creation. “Industry” is about offering what customers value the most, that is to say creating the knowledge and know‑how needed to closely match the needs of the industries served by Dassault Systèmes. To succeed in the experience economy, it is no longer enough to be an expert in a specific technology or production method. We need to be an expert in experience, in other words have a deep understanding of usages. The “customer’s world” is whatDassault Systèmes calls “Industry”. Customers do not expect their supplier to provide a technology but rather that this technology helps their organization grow and move forward. To meet those challenges, Industry Solutions are proposed on the 3DEXPERIENCE Platform that are tailored for each of the industries served. “Experiences” mean that Dassault Systèmes aim to help businesses and people build and live in today’s new “New World”. The 20th century was the century of products; today, we have entered the experience economy. The usage holds more value that the object itself. This phenomenon is poised to touch all sectors of the economy – from the very nature of offerings to the buying decision – and all areas of our everyday lives, both at home and in the workplace. 18 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSectors Dassault Systèmes’ Industries develop Solution Experiences, industry‑focused offerings which deliver specific value to companies and users in a particular industry. Dassault Systèmes serves twelve industries grouped into three sectors: Manufacturing Industries (Transportation & Mobility; Aerospace & Defense; Marine & Offshore; Industrial Equipment; High‑ Tech; Home & Lifestyle; Consumer Packaged Goods – Retail) – Life Sciences & Healthcare – Infrastructure & Cities (Infrastructure; Energy & Materials; Architecture; Engineering & Construction; Business Services; Cities & Public Services). GEOs Eleven GEOs are responsible for driving the development of our business and implementing our customer‑centric engagement model. Teams leverage strong network of local customers, users, partners, and influencers. Theses GEOs are structured into 3 groups: — the “Americas” group, made of 2 GEOs; — the group named “Europe”, comprising Europe, Middle East and Africa (EMEA) and made of 4 GEOs; — the group named “Asia”, comprising Asia and Oceania and made of 5 GEOs. 1.4.1.3 Dassault Systèmes’ Key Competitive Strengths Dassault Systèmes, a world leader in industry transformation, has unique assets, allowing it to work toward its new ambition announced in February 2020: achieve the virtual twin experience of Human. After supporting the transition of the economy from product to experience, Dassault Systèmes will now power the new transition “from things to life”. Dassault Systèmes is a science‑based company. It is positioned at the heart of the Industry Renaissance by combining art, science and technology for a sustainable society. The company’s purpose is to “harmonize products, nature and life”. Its distinctive DNA gives it the ability to scientifically model and accurately represent the world through a multidisciplinary, multiscale approach. Built on the notion of “virtual twin experience”, Dassault Systèmes’ Industry Solutions Experiences portfolio relies on a deep understanding of industrial processes. Dassault Systèmes has acquired its longstanding leadership position through an ability to define new markets and create new offers, expanding from 3D design and 3D digital mock‑ups to product lifecycle management and now 3DEXPERIENCE. This market leadership is underpinned by a clear and strong commitment to innovation in all its forms, either internally at Dassault Systèmes or with its customers and their ecosystems. 1 1 PresentatIon of the Company Business Activities Dassault Systèmes therefore invests substantially in R&D, with a long‑term view. Important areas of investment in R&D include the 3DEXPERIENCE business platform architecture, modeling technologies (3D, systems engineering, natural resources and biosystems), technologies for realistic simulation of products, production processes and usage, technologies for intelligence information (artificial intelligence, optimization, big data analytics, with a notable focus on healthcare), and connectivity technologies (for social or structured collaboration and program management & compliance). The Company’s R&D efforts consistently aim to deliver breakthrough user experiences and expand the usage domain through immersive experiences, native cloud and mobility solutions. Dassault Systèmes’ long‑term vision is supported by a solid financial model with a high level of recurring software revenue. investing leadership requires such a Keep sustainable market long‑term vision achieved by in people and maintaining a long‑term financial model. The Company has a diverse, highly educated workforce, which at of the end of 2022 totaled 22,523 employees from 136 countries, up 9.9% compared to 2021. Its financial model, with a high level of recurring software revenue representing 78% of total non‑IFRS software revenue in 2022, has enabled to maintain and indeed increase investments in R&D and customer support. The significant level of diversification of Dassault Systèmes revenue across twelve industries and eleven GEOs supports our robust and sustained growth, even unstable macroeconomic times. Dassault Systèmes’ 3DEXPERIENCE software applications have been integral to our success and continue to be the principal areas of investment through internal research and development and selective acquisitions. The 3DEXPERIENCE portfolio is comprised of 3D modeling, simulation, social and collaborative applications, and information intelligence applications. One of the key objectives is to create a portfolio of brands that are leaders in their respective markets (see paragraph 1.4.2.3 “Our Software Applications Portfolio”). In support of its “Human Industry Experiences” strategy, Dassault Systèmes portfolio architecture is designed to create value at three levels: Solutions for the Company, Processes for the organization or team, and Roles & Apps for each user. Dassault Systèmes thus contributes to the transformation of industries by creating new jobs for the workforce of the future, notably around its “3DEXPERIENCE EDU” initiatives. Dassault Systèmes has a diverse customer base in terms of size and geographic origin, from small companies in the world to global leaders and disruptors who are redefining their industry in the 21st century. The Company distributes its products through direct and indirect sales channels, working with commercial partners. Dassault Systèmes has forged a strong and vibrant ecosystem of commercial and software development partners, technology and education institutes, research bodies and systems integrators. Dassault Systèmes also supports a wide ecosystem of startups through the “3DEXPERIENCE Lab”, an open innovation facility focused on accelerating disruptive, sustainable innovation. 19 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Business Activities Since its inception in 1981, Dassault Systèmes has worked in close partnership with other professionals in software development and technology, in sales and marketing, in services and in education and research. More recently, relationships have been extended with systems integrators offering strong industry expertise and regional presence for both sales and services. The Company has an extensive ecosystem of more than 400 software development partners building applications to complement its software portfolio. The 3DEXPERIENCE Marketplace gathers around 300 partners providing “make” or “engineering” services or sharing data on parts (PartSupply). With its sights on the future, Dassault Systèmes is working closely with academic, research and medical organizations around the world to equip students with a learning environment augmented by virtual technologies. 1.4.1.4 Growth Strategy that the current in the software domain Based on its 3DEXPERIENCE platform and software portfolio, total Dassault Systèmes estimates addressable market (TAM) is approximately $45 billion, based on external data. Dassault Systèmes benefits from large levers for further growth with a potentially accessible market (PAM) of around $100 billion. This addressable market is split across the three main economic sectors served by Dassault Systèmes: Manufacturing Industries (around $25 billion TAM), Life Sciences and Healthcare (around $10 billion TAM), and Infrastructure & Cities (around $10 billion TAM). Dassault Systèmes is developing its business through several growth drivers, notably: — the 3DEXPERIENCE platform: this platform offers two complementary opportunities. As a system of operations, the 3DEXPERIENCE platform enables businesses to improve their operational excellence. As a business model, it connects customers and partners through a global network including marketplace services. The platform is also the preferred channel for the relationship between Dassault Systèmes, its customers and the entire ecosystem, enabling it to capitalize on and accelerate the customer experience. This approach, called “IFWE Loop,” which smoothly and continuously combines creativity and operations, is systematically implemented across Dassault Systèmes’ organizations and throughout its ecosystems; — industry diversification: Dassault Systèmes is constantly working to expand its presence in each of its twelve target industries, in particular through the coverage of new sub‑segments. For further information, see paragraph 1.4.2.1 “Industries and Customers”; 20 — cloud and mobile applications bringing new users and usages: The 3DEXPERIENCE platform is built around an online architecture. With Dassault Systèmes portfolio now increasingly accessible in the cloud, the Group has new opportunities to develop our cloud and mobile offerings to reach new users and usages. For further information, see paragraph 1.5 “Research and development”; — domain diversification: Dassault Systèmes continues to invest in expanding the coverage of each of our brands and in broadening their respective bases. Within a company or ecosystem, our applications now cover a large portion of employees working to create the product experience for the end‑user, from design, engineering and simulation to production, quality assurance and compliance, operations planning, marketing and points of sale. For further information, see paragraph 1.4.2 “Dassault Systèmes’ offering”; — geographic diversification: Dassault Systèmes has identified opportunities to step up its presence and strengthen and expand its global footprint through eleven regional field organizations designed to prioritize and drive the Company’s growth initiatives at the local level and stay closely aligned with customers’ needs; — acquisitions expanding the addressable market: Dassault Systèmes acquisition policy is in line with its purpose and strategy. The Group reviews potential acquisitions that expand the domain expertise of its brands, enhance its industry offering and address its customers’ growing needs. To execute this strategy and create brand value, Dassault Systèmes round out its internal developments through key selected acquisitions. For further information, see paragraphs 1.4.2 “Dassault Systèmes’ offering,” 1.5 “Research and development” and 1.5.4 “Investments”; in developing sustainable — sustainable innovation for industry: through its support for customers innovations, Dassault Systèmes is meeting the sustainable development challenges of the 21st century head on, and in doing so nurturing significant business opportunities through the transformation of global industries; — protection of know‑how and sovereignty: our clients are developing the world of tomorrow and want to protect their know‑how in a complex geopolitical world. Dassault Systèmes is committed to this, investing continuously to allow its customers not to choose between performance, security and sovereignty. For a description of the challenges that must be met to maintain growth, see paragraph 1.9.1 “Risks Related to the Business.” DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT1.4.2 Dassault Systèmes’ Offering PresentatIon of the Company Business Activities 1 1 1.4.2.1 Industries and Customers The 3DEXPERIENCE Platform – combining applications, content and services – help companies to develop innovative solutions for final users. Dassault Systèmes has a diversified client base, comprised of global leaders, mid‑market companies, small companies and startups, and also includes government and educational institutions. Its market strategy is industry‑based (Manufacturing Industries, Life Sciences & Healthcare, and Infrastructures & Cities) with a very close proximity to customers and offers adapted to its industries, which are themselves divided into market segments. SECTOR/Industry Market Segments Addressed by Dassault Systèmes MANUFACTURING INDUSTRIES Transportation & Mobility Aerospace & Defense Marine & Offshore Industrial Equipment High‑Tech Home & Lifestyle Consumer Packaged Goods – Retail LIFE SCIENCES & HEALTHCARE Cars & Light Trucks OEMs, Racing Cars, Motorcycles, T&M Industry Suppliers, Trucks & Buses, Trains, Mobility Services Commercial Aviation, Aerospace & Defense Suppliers, Propulsion, Defense, Air Transportation, Space Naval Shipyards, Commercial Shipyards, Offshore, Yachts & Workboats, Marine Suppliers, Marine & Offshore Specialists Industrial Robots, Machine Tools & 3D printers, Specialized Manufacturing Machinery, Heavy Mobile Machinery & Equipment, Building Equipment, Power & Fluidic Equipment, Fabricated Metal & Plastic Products, Tire Manufacturers, Professional Services Consumer Electronics, Security, Control & Instrumentation, Computing, Software & Communications, Contract Manufacturing Services, Technology Suppliers, Semiconductors, Telecom & Media Operators Furniture & Home Goods, Sports & Leisure Goods, Fashion & Luxury Goods, Specialist Retailers Food & Beverage, Beauty & Personal Care, Household Products, Packaging, General Retailers Life Sciences & Healthcare Pharmaceuticals & BioTechs, Medical Devices & Equipment, Patient Care INFRASTRUCTURE & CITIES (AT JANUARY 1, 2023) Infrastructure, Energy & Materials Architecture, Engineering & Construction Business Services Cities & Public Services Mining, Metals & Minerals, Oil & Gas, Chemicals, Power, Civil & Transportation Infrastructure Utilities, Building & Facilities, Construction Products & Services, Agriculture & Forestry Banking & Insurance, Rail Freight, Postal, Express & Air Cargo, Sea Freight & Integrated Logistics Cities & Territorial Authorities, Public Contractors, Public Funded Centers of Innovation, Education The breakdown of our non‑IFRS software revenue in 2022 by our three sectors was as follows: Manufacturing Industries 69%, Life Sciences & Healthcare 23% and Infrastructure & Cities 9%. Within the Manufacturing Industries sector, main industries were Transportation & Mobility, Industrial Equipment, Aerospace & Defense representing respectively 24%,18% and 12% of our non‑IFRS software revenue in 2022. In 2022, Dassault Systèmes has made less than 5% of its revenue with customers within the Defense industry. 21 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1 PresentatIon of the Company Business Activities 1.4.2.2 3DEXPERIENCE platform Dassault Systèmes’ 3DEXPERIENCE platform catalyzes and fuels innovation, enabling businesses to connect the dots within and outside a Company, from upstream thinking to design, engineering, manufacturing and sales & marketing, all the way to ownership. Virtual experience platforms for industry, urban development and healthcare will become the infrastructures of the 21st century. Today, the sustainable innovation model is predicated on creating holistic experiences. Only by connecting all the dots between people, ideas, and data can a business create differentiating customer experiences and drive consumer loyalty, engagement, and value. As a system of operations, the 3DEXPERIENCE platform enables businesses to enhance their operational excellence; and as a business model, it helps them create the most innovative value networks. Dassault Systèmes offers both a fresh approach to innovation by connecting R&D, engineering, production, marketing and end‑users, and an innovative business model directly linking sellers and buyers, purchasers and subcontractors, service providers and end‑customers. The 3DEXPERIENCE platform brings together the Company’s brands and applications, allowing everyone involved in an innovation project – from the research lab to the consumer – to work together, while giving them unified access to all the necessary data. It thus meets the needs of the twelve industries where Dassault Systèmes is present. The 3DEXPERIENCE platform as a system of operations The 3DEXPERIENCE platform provides all organizations with a holistic real‑time vision of their own business and ecosystem, unifying all of their activities from engineering, manufacturing and marketing to value networks and end‑customers in a single collaborative and interactive environment. It thus empowers them to test consumer experiences holistically before actually producing them. As a system of operations, the 3DEXPERIENCE platform delivers value to 3 audiences: — for companies looking to transform their business: Industry Solution Experiences; — for efficient teams: Industry Process Experiences; — for Champion users: Roles & Apps. The 3DEXPERIENCE platform as a business model The 3DEXPERIENCE platform is meant to be a catalyst fueling innovation for companies looking to adopt a platform‑based business model. This is why the platform also acts as a marketplace, connecting service providers (3D printing, design, etc.) and buyers. Through the 3DEXPERIENCE Marketplace, Dassault Systèmes offers a seamless way to connect companies and providers, giving them a single unified environment to manage the entire value network. The 3DEXPERIENCE Marketplace spans the full design, engineering and virtual manufacturing processes. The first two services are Make, for on‑demand manufacturing, and Part Supply, for intelligent part sourcing. The Marketplace offers two categories of services: — Community services are available to everyone. All users in the installed base have access to our 3DEXPERIENCE Cloud platform and can buy or sell on the Marketplace. They can also select partners according to specific criteria, and Dassault Systèmes processes the actual transactions; — Enterprise services give companies the ability to have their own private Marketplace. Dassault Systèmes checks their credentials to qualify for more advanced dynamic services, and also conduct transactions. 22 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT1.4.2.3 Software Applications Portfolio 3DS Brands by quadrants of the Compass. Symbolized by the Compass, the 3DEXPERIENCE platform is structured into four quadrants. 3D Modeling Applications SOLIDWORKS – Authentic Design Experience SOLIDWORKS is focused on providing powerful yet simple and easy‑to‑use 3D product development solutions accessible to all innovators, from students to makers to professionals. These solutions enable clients to innovate and streamline their design processes. By augmenting SOLIDWORKS with the 3DEXPERIENCE platform services, businesses have new ways to create, collaborate, and innovate. Focused on delivering powerful design experiences, the expanded portfolio that also includes SOLIDWORKS browser‑based and mobile‑ready solutions bring leading edge capabilities, such as artificial intelligence, machine learning and generative design, to every designer. True to its mission to democratize 3D design, SOLIDWORKS continues to empower its passionate community: Millions of students, educators, makers, professionals and life‑long learners who create cutting‑edge products and develop countless world‑changing innovations. is the CATIA – Shape the World We Live in CATIA leading solution spanning the complete innovation and development processes to imagine, design, simulate new products and systems for impactful customer experiences toward a more sustainable world. CATIA shifts traditional 3D CAD (computer aided design) expectations to cognitive augmented design, which merges PresentatIon of the Company Business Activities modeling and simulation. Leveraging knowledge, know ‑how and proven technology to automate design and systems engineering, CATIA is helping to shape a connected world with its offers to design connected objects and experiences powered by cyber systems. CATIA affords an intuitive user experience, powered by 3D, Web services, and mobile and augmented reality technologies. CATIA ultimately allows innovator social communities to collaborate virtually and co‑design experiences. Lastly, through its cyber physical systems modeling and simulation capabilities, CATIA is integral to 3DEXPERIENCE‑ based industry solutions for model based systems engineering, enterprise architecture, concept modeling, and ontologies. These solutions enable global industry leaders to develop the “Internet of Experiences” – the smart and autonomous virtual experiences that digitally connect products, nature and life in the real world. GEOVIA – Model the Sustainable Planet GEOVIA provides end‑to‑end digital solutions focusing on the intersection of natural resources, infrastructure and urban planning. The Brand empowers a diverse community of geoscientists, earth engineers, and urban planners to access the information and insights they need to make informed decisions that balance economic, environmental, and social considerations, ensuring the responsible use and development of the earth’s resources. As part of the 3DEXPERIENCE platform, GEOVIA makes it possible to create virtual twins of the Earth’s surface, subsurface and infrastructure that enable users to analyze and visualize the impacts of their decisions through a dynamic and comprehensive view of assets and processes, helping to improve operational efficiency and optimize resource utilization through real‑time monitoring, predictive analytics, and continuous improvement. GEOVIA is driven by a vision to model a sustainable future where technology, knowledge and know how play a crucial role in promoting responsible natural resources management, improving the quality of life for all people, and safeguarding the planet for generations to come. BIOVIA – Model the Biosphere BIOVIA empowers scientists to shape the biosphere by discovering and developing novel chemicals, biologics, and materials to improve lives and create a more sustainable world. Through collaborative and experiences, BIOVIA connects the virtual world of modeling and simulation with the real world of scientific laboratory experimentation. BIOVIA partners with science‑based organizations bringing the best of knowledge and know‑how with a comprehensive set of experiences, spanning across five portfolios: biosciences, materials science & engineering, lab informatics, scientific informatics and total quality and regulatory. Our software solutions are orchestrated in end‑to‑end workflows on the 3DEXPERIENCE platform. BIOVIA provides deep scientific heritage and technology levels of research and expertise advances the highest collaborative industries including life sciences, consumer packaged goods; industrial, innovation across science‑driven 1 1 23 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Business Activities energy & materials; transportation & mobility, aerospace & defense and high‑tech. Organizations around the world are transforming digitally, advancing innovation and increasing productivity and quality while assuring regulatory compliance and shortening time to market. Simulation Applications The 3DEXPERIENCE platform lets you test possible scenarios against reality. 3DEXPERIENCE is made possible by real‑time realistic simulation. Dassault Systèmes has made big investments in technologies and services to simulate complex behaviors, production system execution, additive manufacturing processes, logistics operations and consumer usages in everyday life. It has unique assets for complexity management and multiscale, multidiscipline simulation (structures, fluids, electromagnetics, acoustics, etc.). Building simulation into the design and virtual manufacturing process makes it possible to optimize product design in accordance with the manufacturing process and with robustness, weight, and cost constraints. SIMULIA – Reveal the World We Live in SIMULIA delivers science‑based multiscale, multiphysics simulation solutions that enable designers, engineers, scientists, and all innovators to create and experience virtual twins. Leveraging data science and state‑of‑the‑art AI, the 3DEXPERIENCE® platform unifies modeling and simulation (MODSIM) and enables all stakeholders to collaborate on accelerating innovative product development. Our end‑to‑end industry processes capture knowledge and know‑how, putting the power of MODSIM in the hands of all users to eliminate material waste, reduce costly time‑consuming physical testing, improve quality and safety, and meet global sustainability mandates. DELMIA – MAKE It Happen A key feature of Dassault Systèmes’ 3DEXPERIENCE platform is the connection between the virtual and real worlds. Operational excellence requires harmonized design, production, distribution, human resources management and processes. industrial operations to design DELMIA enables global and test the manufacturability of products in a simulated, virtual environment; optimize the supply chain; and operate factories, warehouses and distribution to sustainably manage and fulfill customer demand. 24 3DVIA – Shape Your Dream 3DVIA currently helps over 26 million consumers make important buying decisions in their daily lives by delivering a fast, rich and visually stunning experience for 3D space planning. The brand is driving growth and proliferation of 3D among consumers via two separate target audiences. For consumers and interior designers, HomeByMe offers a free tool for consumers and is used by millions of people to create virtual twins of their home. Its professional subscriptions enable interior designers to offer their customers a game‑changing level of speed, responsiveness, ease of use and visual impact with 360° virtual reality and augmented reality. For retailers, 3DVIA offers two products that support a virtual omnichannel buying experience: HomeByMe for Kitchen Retailers and HomeByMe for Home Retailers. These products afford an interactive 3D room‑planning experience dedicated to furniture retailers and their millions of customers. Information Intelligence Applications The 3DEXPERIENCE platform allows you to calibrate and contextualize experiences considering all the information within and outside the Company. The 3DEXPERIENCE platform provides unique intelligent information, artificial intelligence, semantic indexing and search capabilities. Leveraging the ultimate new data science, machine learning technologies and modeling, the 3DEXPERIENCE platform makes it possible to understand, analyze, correlate, infer, describe, predict and prescript very complex information. This profound dialogue between the virtual model and data is unique to Dassault Systèmes and cannot be found elsewhere. transforms massive NETVIBES – Reveal Information Intelligence NETVIBES into knowledge and know‑how, providing industry perspective (including customers, industry & market trends or competition) for informed decisions. information flows NETVIBES transforms intuition into real world evidence, augmenting the virtual twin experiences with contextualized real world data. NETVIBES elevates any individual experience to reusable knowledge and knowhow, transforming all historical actions, documents, interactions into an enterprise patrimony. MEDIDATA – Power Smarter Treatments and Healthier People MEDIDATA is leading the digital transformation of life sciences. MEDIDATA, is dedicated to improving the way clinical research is designed, conducted, analyzed, and utilized. Its ultimate goal is to bring the right therapy to the right patient at the right time and transform the patient experience. DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTAn enormous amount of safety and efficacy information is needed to gain regulatory approval for a new therapeutic or diagnostic product. Today, billions of data points exist in silos, in different formats, across medical centers around the world. MEDIDATA collects, cleans, standardizes, manages, and analyzes numerous data types to support clinical development and commercialization than 120 countries. in more Discovering and modeling clinical insights helps pharmaceutical, biotech, medical device and diagnostic companies, and academic researchers accelerate value, minimize risk, and optimize outcomes from their research programs. MEDIDATA, comprising over 30,000 trials and nine million patients, is constantly exploring new concepts and techniques to introduce the next generation of solutions; ones that can make precision medicine a reality across the entire continuum of clinical development. By leveraging MEDIDATA’s advanced analytics, customers uncover actionable that accelerate breakthrough clinical innovations, and optimize study execution and commercial success. Powered by the 3DEXPERIENCE platform, MEDIDATA offers end‑to‑end capabilities including discovery, development, insight generation, modeling, and manufacturing, and opens up tremendous possibilities for life sciences and healthcare innovation. insights More than 2,100 customer and partner organizations access the world’s largest, cloud‑based platform of solutions for clinical development, commercial, and real‑world data. On average, 60 percent of drugs approved by the US Food and Drug Administration (FDA) since 2015 were powered by MEDIDATA’s technology. Globally, all of the top 20 pharmaceutical companies, ranked by revenue, use MEDIDATA technology. Social and Collaborative Applications The 3DEXPERIENCE platform allows you to bring together and catalyze a diversity of talents towards Collaborative Innovation. The 3DEXPERIENCE platform allows any business to become innovative by building on structured and unstructured collaboration. The platform connects people, ideas, data and solutions driving collaborative innovation. PresentatIon of the Company Business Activities ENOVIA – Plan your Definition of Success ENOVIA enables people in business to Plan their Definition of Success, serving clients across all twelve industries. Its offer is unique in streamlining structured and unstructured collaboration across the organization, applying the power of the 3DEXPERIENCE platform to connect people, knowledge and processes. ENOVIA enables companies of all sizes to collaboratively manage the lifecycle of their configured, multi‑discipline, product and manufacturing process virtual twin experiences. Clients accelerate time to market in compliance with their sustainability and business objectives, and specific market regulations. ENOVIA provides dedicated business roles and industry processes to connect business users across multiple domains like quality, sourcing, procurement and planning. CENTRIC PLM – Plan your Collection’s Success CENTRIC PLM provides an innovative product‑concept‑to‑launch platform for retailers, brands and manufacturers of all sizes and segments of the consumer goods industry including fashion, footwear, luxury, outdoor, consumer electronics, cosmetics & personal care and food & beverage. CENTRIC PLM enables digital transformation to achieve strategic and operational goals such as orchestrating and executing a competitive retail and product strategy, increasing agility, speeding time to market and getting closer to consumers resulting in maximized revenues and margins. All solutions are highly configurable and built hand‑in‑hand with market‑leading companies: — Centric PLM® streamlines product design, development, sourcing, quality & compliance, packaging & proofing, sustainability and digital product creation; — Centric Planning™ delivers best‑in‑class, easy‑to‑use and visually‑driven financial, merchandise and assortment planning as well as store & vendor forecasting for seamless and fast, pre and in‑season execution; — Centric Visual Boards™ improves team collaboration for optimized product assortments and a streamlined omni‑channel buying and sell‑in process; — Centric Pricing™ provides AI‑driven competitive product and price assortment benchmarking information and market trend insights. 1 1 25 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Business Activities 3DEXCITE – Engineer the Excitement 3DEXCITE drives commercial innovation through software and services based on the 3DEXPERIENCE platform. In the experience economy, manufacturers’ business models are changing, and engineering is becoming more important than artistry in commercialization. Service ecosystems now extend the value of sophisticated products through applications, fueling demand for more accurate and appealing content, representing products in their context of use. 3DEXCITE delivers software and professional services to transport product knowledge into end‑user virtual universes. 3DS OUTSCALE – The Leading Sovereign and Sustainable Operator of Trusted Business Experience as a Service 3DS OUTSCALE, that became a brand of Dassault Systèmes in 2022, is the first sovereign and sustainable operator of Trusted Business Experience as a Service. It is the first ever IaaS company certified SecNumCloud by ANSSI ‑ French National Agency for the Security of Information Systems. 1.4.2.4 3DEXPERIENCE Works In 2019, Dassault Systèmes introduced 3DEXPERIENCE Works, a new family of specialized business applications on the 3DEXPERIENCE platform for small and medium‑sized companies that want to expand their business to become experience providers. Small and midsized firms worldwide need cloud‑based solutions to grow but have long been challenged to find ones that are right for their size. By introducing 3DEXPERIENCE Works, Dassault Systèmes brings the platform benefits to them. 3DEXPERIENCE Works extends the ease of use and simplicity that have been hallmarks of SOLIDWORKS applications to a new category of solutions composed of fine‑tuned and simplified applications. 3DEXPERIENCE Works uniquely combines collaboration with design, simulation, manufacturing and manufacturing ERP capabilities in a single virtual collaborative environment to help growing businesses become more inventive, efficient and responsive. The 3DEXPERIENCE Works family includes applications from SOLIDWORKS, DELMIA, DELMIAWorks, ENOVIA, SIMULIA, NETVIBES and 3DEXCITE. 3DS OUTSCALE’s strategy and its offer are unique in the industry. 1.4.2.5 Industry Solution Experiences, Industry Process Experiences and Roles First, 3DS OUTSCALE is the strategic sovereign cloud operator that enables governments and corporations from all sectors to access digital autonomy through a cloud experience and cyber governance declined in three levels: — Dedicated Cloud: a cloud dedicated to sovereign collaboration Dassault Systèmes provides to its customers a portfolio of Industry Solution Experiences and Industry Process Experiences that are meaningful combination of roles developed by brands. in the customer’s space; The Company’s portfolio is structured as followed: — Sovereign Trusted Cloud: a sovereign trusted cloud for trusted collaboration within a common legal and fiscal space; — International Cloud: an international cloud for secure collaboration. Secondly, 3DS OUTSCALE aims to be the value creation enabler for new business experiences through holistic collaborative worlds that combine data science, virtual twin experiences, process modeling, supported by collaboration tools. 3DS OUTSCALE delivers business experience twins that enable all business users to excel in their roles by leveraging data science, breaking down silos, and capturing knowledge and expertise across their organization and ecosystem: from market intelligence and cost optimization to talent management, innovation acceleration, asset intelligence, and quality control. Finally, 3DS OUTSCALE strengthens cyber governance and develops business experiences through a new cloud ecosystem via its Marketplace or alliances such as NUMSPOT. 26 — industry Solution Experiences answer the challenges of an industry: for example, Engineered to Fly allows Aerospace & Defense suppliers to accelerate production and go‑to‑market lifecycles from bid to delivery; — industry process experience correspond to the business process used by a team in the context of the solution. Let us take the example of Aerospace Composite Engineering in Engineered to Fly: this industry process experience aims at helping to design, optimize and produce composites parts with process‑oriented applications; — roles correspond to the work of one in the context of the industry process – for example, Composites Braiding & Forming Engineer in the context of Aerospace Composite Engineering correspond to the job of an engineer. individual Dassault Systèmes industry portfolio is forward looking. It is carefully crafted by industry segment based on “what my industry values the most” – its most important challenges. The Company’s portfolio aims at helping to answer to these challenges and ensure its customers that they become innovation and sustainability front‑runners. Each Industry Solution and Industry Process Experiences has a set of Key Value Indicators to explain the value to customers and allow them to monitor it – these key value indicators can be as broad as acceleration of innovation lifecycle, operational efficiencies, reduction of time loss, reduction of CO2 emissions or increase of revenues. DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Business Activities While crafting this portfolio, specific attention is paid to ensure that the Dassault Systèmes industry portfolio also helps customers become even more sustainable, by limiting footprint and increasing handprint – for example: reducing physical testing and increase virtual testing; optimizing factory operations; simulating the environmental impact of a product or process, etc. This commitment to help customers across all industries to develop new products, materials and processes needed to build a more sustainable economy is at the heart of Dassault Systèmes’ raison d’être. You can learn more about the Company’s approach to sustainable development and its ambitions in the sections “1.8 Environmental, Social, and Governance Performance” and “2.7.2 EU Taxonomy Indicators”. — Customer Online Experiences: a direct engagement approach for organization who expect end‑to‑end, full online engagement from Dassault Systèmes, revolving around cloud‑delivered roles. This continuous relationship with users helps growing businesses become more inventive, efficient and responsive; — Life Science Engagement: an engagement approach for Life Sciences & Healthcare organizations. 1.4.2.7 Estimated Addressable Market Size, Market Position and Competitors Total addressable market This well‑structured portfolio allows companies to embark on significant digital transformation, while having a clear overview of the impact and desired outcomes for their organizations, as well as the jobs and skills of their people. Both C‑level and operational teams can understand and track the outcomes of transformation projects at their own level. The total addressable market is estimated at approximately $45 billion. The total addressable market sizing use third party estimates of software domains, analyzed and compared to the software capabilities of the company’s offer. Third party estimates do not take into account internally developed software by companies but only commercially sold software. Each Industry Solution and Industry Process Experiences also encompasses Dassault Systèmes’ knowledge and know‑how in the twelve industries served, which allow the Company’s customers to get up to speed quickly and close the gap with the competition. By December 31, 2022, Dassault Systèmes offered more than 100 Industry Solution Experiences, 640 Industry Process Experiences and almost 540 roles. 1.4.2.6 How Dassault Systèmes engages with customers Dassault Systèmes customers extend from startups, small and mid‑sized companies to the largest firms in the world and also include educational institutions and government departments. Dassault Systèmes leverages its 3DEXPERIENCE Platform to engage seamlessly with all customers, accelerate its growth, and to define and execute sales processes. Together with the Company’s partners, five ways have been developed to engage with customers and provide them with the right value at the right time: — Customer Solution Experiences: a direct engagement approach for companies that are under transformation and are looking for the greatest value for their customers; — Customer Process Experiences: a partnership‑based approach for organizations that seek optimal operational performance from their industrial processes; — Customer Role Experiences: a partnership‑based approach for organizations whose users want to achieve excellence and need to be provided with knowledge and know‑how to perform on their job; Market positioning Dassault Systèmes is leader in the 3D Product Lifecycle Management (PLM) market, which includes 3D software for design, simulation, digital manufacturing, product data management and collaboration. Dassault Systèmes is also one of the world’s leading 3D design and engineering simulation software providers with CATIA, SOLIDWORKS and SIMULIA brands. The 3DEXPERIENCE provides the most complete user experiences, as they go beyond the simulation of the individual physics or multi‑physics capabilities. By industrial sector, Dassault Systèmes is one of the leading software vendor in Manufacturing Industries and Life Sciences & Healthcare. In Infrastructure & Cities, with the 3DEXPERIENCE platform, the Company’s approach meets the growing needs of infrastructure operators and public authorities to transform their services and their organizations in the face of the accelerated virtualization of the world. Competitive landscape The software market is highly‑competitive. Dassault Systèmes broadens the addressable market by expanding its product portfolio, diversifying its client base, and developing new applications and markets. The level of competition also increases from new competitors ranging from technology startups to the largest technology and industrial companies in the world. In Manufacturing Industries, competitors in the PLM market include but are not limited to Siemens Digital Industries, Autodesk and PTC, simulation vendors with ANSYS, Altair Engineering, MSC Software (owned by Hexagon), collaborative enterprise business processes and industrial operations software vendors like Oracle and SAP. 1 1 27 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Business Activities Life Sciences & Healthcare sector is a highly fragmented market with the three largest players, including Dassault Systèmes, representing less than 30% of market shares. There is a wide range of competitors in research and discovery in preclinical development (Schrödinger and Benchling), (Labware and Thermo Fisher Scientific), in clinical testing (Oracle and Veeva), in manufacturing (SAP, SAS and Tibco) and in commercialization (Veeva, and Model N). Other actors, mostly software developers, that directly or indirectly compete with Dassault Systèmes include but are not limited to Adobe, ARAS, Aveva Group (owned by Schneider Electric), Bentley Systems, Epicor, Infor, Intergraph (owned by Hexagon), JDA Software, Microsoft, Nemetschek, Palantir Technologies, Plex, Salesforce.com, and other software companies in the mining sector or offering information intelligence, social enterprise innovation, collaboration software capabilities or digital marketing. 1.4.3 Material Contracts Other than contracts entered into by the Company in the ordinary course of business, Dassault Systèmes’ material contracts are principally the distribution agreements with integrators. See its value‑added retailers and systems paragraph 1.4.2.6 “How We Engage with Customers”, strategic partnerships in paragraph 1.5 “Research and Development”, and in particular paragraph 1.5.1 “Overview”. Business contracts The Boeing Corporation In 2017, The Boeing Corporation and Dassault Systèmes entered into a new, extended strategic partnership agreement pursuant to which Boeing will expand its deployment of Dassault Systèmes’ software on the 3DEXPERIENCE platform across its commercial aviation, space and defense divisions. Following an extensive evaluation process, Boeing selected Dassault Systèmes as its technological partner for its digital transformation strategy: PLM (Product Lifecycle Management), authoring and manufacturing operations management tools. With Dassault Systèmes, Boeing is continuing to modernize its systems to maximize economic benefit to the company and its shareholders. Financing Bond In September 2019, Dassault Systèmes SE its four‑tranche fixed rate bond for a total of €3.65 billion. This issuance was part of the financing of the acquisition of Medidata Solutions Inc., completed in October 2019. See paragraph 3.1.6 “Capital Resources” and Note 19 to the consolidated financial statements. The first tranche of €900 million was reimbursed on September 16, 2022. issued Term loans and lines of credit To finance the acquisition of Medidata Solutions Inc., loans on Dassault Systèmes October 28, 2019 with maturities on October 28, 2024 in the amount of €500 million and US$530 million, respectively. Dassault Systèmes chose to repay these loans early: also subscribed to two — on October 28, 2020, for sums of €200 million and $230 million, respectively; — on July 2, 2021, for sums of €200 million and $150 million, respectively; — the remaining balance of these loans was repaid in the amount of €100 million on January 28, 2022 and $150 million on February 28, 2022. As of December 31, 2022, these loans were repaid in full. In connection with this acquisition, Dassault Systèmes also received a financing commitment in the form of a revolving line of credit of €750 million for a period of 5 years as of October 28, 2019. In May 2021, Dassault Systèmes SE extended its maturity for an additional year, bringing the maturity date of this credit facility to October 28, 2026. As of December 31, 2022, the line of credit was not drawn down. Negotiable European Commercial Paper In July 2022, the Group launched a Negotiable EUropean Commercial Paper (NEU CP) program with a maximum limit authorized by the Board of Directors of €750 million. In 2022, the Group issued €650.0 million with a maximum maturity of three months and repaid €400.0 million under this program. See paragraph 3.1.6 “Capital Resources” and Note 19 to the consolidated financial statements. 28 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Business Activities Leases its corporate headquarters Dassault Systèmes signed long‑term leases (for twelve years) for in Vélizy‑Villacoublay, France (the “3DS Paris Campus”) in 2008 and for its offices, technology lab and data center in Waltham, outside Boston, United States (the “3DS Boston Campus”) in 2010. In February 2013, Dassault Systèmes entered into a new lease for its headquarters facilities for a non‑cancelable initial term of ten years starting from the delivery date of an additional building of approximately 13,000 square meters which took place in the fourth quarter of 2016. Close to this site, Dassault Systèmes has also leased since October 2010 approximately 11,000 additional square meters in a building located in Meudon‑La‑Forêt. In September 2016, the 3DS Boston Campus lease was extended for 25 months. The initial lease provided for a period of twelve years and will therefore end on June 30, 2026. In December 2019, Dassault Systèmes signed a new lease contract for a fixed term of ten years starting from the delivery of an additional building of approximately 28,000 square meters of office space within the 3DS Paris Campus, which is planned to take place during the second quarter of 2023. The minimum future lease payments over the lease term amount to approximately €81.1 million. In this context, leases of existing buildings have been renegotiated, notably to extend their term from 2026 to 2032. On February 14, 2020, Dassault Systèmes acquired the leasehold rights, for a period of 75 years, for two buildings located near the Dassault Systèmes offices in Pune, India (the “3DS Pune Campus”), for an amount equivalent to €42.8 million, as part of the expansion plan for this campus. One of the two buildings was fully fitted‑out and delivered in October 2021, and the fitting‑out of the second building started in mid‑2022 and will be completed in 2023. In November 2022, the Group signed a new lease contract on a Paris office building for a fixed term of 12 years effective as of delivery, which is scheduled for the fourth quarter of 2023. The minimum future lease payments on this building amount to approximately €42.4 million. See paragraph 1.9.2.3 “Liquidity Risk” and Notes 18 and 24 to the consolidated financial statements. 1 1 29 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Research and development 1.5 Research and development 1.5.1 Overview Principal areas of investment in R&D are related to the 3DEXPERIENCE business platform foundations and services. Moreover, the Company’s R&D effort mainly aims at providing major breakthrough on user experiences and on the expansion of the reach of its portfolio with immersive, mobile and native cloud solutions. As of December 31, 2022, the Group’s R&D teams included 9,192 personnel, compared to 8,390 at year‑end 2021, representing approximately 41% of the total headcount. The Group increased its total R&D headcount by 9.6% in 2021, after a 3.7% increase in 2021. The Company has R&D facilities in the countries where its clients and high‑talent employees are located: in Europe (mainly France, Germany, the United Kingdom, the Netherlands, Poland, and Lithuania), the Americas (mainly United States) and Asia (mainly India, Malaysia and Australia). R&D expenses totaled €1,087.2 million for 2022, compared to €949.3 million for 2021, increasing 14.5%. Dassault Systèmes benefited from government grants and other governmental programs supporting R&D of €36.9 million in 2022 and €36.4 million in 2021. These government grants principally include research and development tax credits received in France. The Company conducts its R&D in close cooperation with customers and users in their respective industries to develop a deeper understanding of the unique business processes of these industries as well as the future product directions and requirements of these industries, customers and users. 1.5.2 Cloud and Services The 3DEXPERIENCE platform provides cloud‑based technologies and services to enable secured and controlled online collaborative environments to share and innovate on any computer. This technology is unique, optimized for big data and available for remote usage for a wide variety of industry uses. In 2021, the 3DEXPERIENCE platform on the cloud has been certified by the highest security standards: ISO 27001:2017 (Information Security Management System), on the full scope of design, development, delivery, deployment, cloud operations and support of the 3DEXPERIENCE Software as a Service (SaaS), as well as ISO/IEC 27701:2019, extension to ISO 27001 for Privacy Information Management. MEDIDATA is leading the digital transformation of life sciences. MEDIDATA, is dedicated to improving the way clinical research is designed, conducted, analyzed, and utilized. Its ultimate goal is to bring the right therapy to the right patient at the right time and transform the patient experience. We have established long‑standing, scientific and technical collaborations with key partners in order to maximize the benefits from available technology and increase the value for shared customers. Our research and technology alliances are established with three objectives: to cover end‑to‑end solutions with holistic offerings; to participate to the future structure of industries; and to integrate the most advanced features of these technologies into our solutions. Further, Dassault Systèmes in several hundred is a participant public‑private projects (for example under the aegis of the FDA, prestigious universities such as Harvard or MIT, and world leading institutes such INRIA and INSERM), collaborates with renowned scientists (including Nobel Prize winners) and is engaged in technology partnerships across the twelve industries (and industry sub‑segments) it serves. We have software development partners working in each domain of our software solutions. Our global affiliate program enables developers to create and market their own applications fully integrated with and complementary to our software solutions. Dassault Systèmes is deeply committed to creating quality solutions that allow its customers to meet the critical business requirements of the industries in which they operate. This commitment to quality is evidenced by its well‑established Quality Management System certified ISO 9001:2015 – the latest version of the standard focusing on operational excellence and performance. The Medidata Clinical Cloud®, Medidata’s unified platform, is built to protect your data’s privacy, security, and quality. These critical elements are built in at the design phase of our technology. This validated core is certified by multiple independent authorities to reinforce this commitment. Medidata’s robust accreditation and certification portfolio defines our industry’s gold standards around information security, patient data privacy, and quality management. The Medidata Clinical Cloud® has been certified by the highest security standards ISO 27001:2013, ISO 27017:2015, SOC2 as well as ISO 27701:2019, ISO 27018:2019 for Privacy Informattion Management. Medidata achieves compliance with key regulations such as ICH E6 (R2), 21 CFR Part 11, EU GMP Annex 11, the Ministry of Health, Labour and Welfare (MHLW) of Japan, and the National Medical Product Administration of China (NMPA). 30 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCENTRIC PLM innovations drive digital transformation for the most prestigious companies in fashion, retail, luxury, footwear, outdoor and consumer goods. In 2022, in addition to its SOC2 certification, the CENTRIC PLM platform has been certified by the highest security standards: IS 27001:2013, ISO 27017:2015 and ISO 27018:2019 for Privacy. Since 2010, our cloud subsidiary Outscale SAS (3DS OUTSCALE) has been providing companies and public organizations with robust, secure and custom Infrastructure as a Service (IaaS) cloud computing services deployed on trusted industrial infrastructure. 3DS OUTSCALE’s sovereign cloud provides complete governance in terms of digital security and sovereignty. The compliance with market standards of these cloud computing services allow 3DS OUTSCALE customers to deploy their applications with effective performance control. On December 4, 2019, 3DS OUTSCALE announced that it had obtained ANSSI’s (National Cybersecurity Agency of France) Security Visa, that is, the SecNumCloud qualification, for its entire Public Sector Cloud offering, aimed at public and para‑public organizations and Operators of Vital Importance (OIV): A first for a cloud service provider. This Security Visa vouches for the highest level of commitment and compliance with security regulations. ISO 27017 3DS OUTSCALE is fully certified ISO 27001 (information security management), security), ISO 27018 (privacy protection in the cloud) and Health Data Hosting delivered by ASIP Santé. 3DS OUTSCALE is the fully trusted cloud and has also been awarded the LUCIE ISO 26000 label for its sustainable, responsible and inclusive actions. (cloud Launched in 2021, 3DS OUTSCALE’s marketplace expands its portfolio of high‑added‑value innovative solutions to transform the world of tomorrow. Companies and public decision‑makers can choose the applications that meet their needs from the marketplace’s trusted ecosystem of recognized software vendors and service platforms. In 2022, 3DS OUTSCALE becomes a brand of Dassault Systèmes, and becomes the first sovereign and sustainable PresentatIon of the Company Research and development operator of Trusted Business Experience as a Service. 3DS OUTSCALE’s strategy and its offer are unique in the industry. First, 3DS OUTSCALE is the strategic sovereign cloud operator that enables governments and corporations from all sectors to access digital autonomy through a Cloud experience and cyber governance declined in three levels: — Dedicated Cloud: a cloud dedicated collaboration in the customer’s space; to sovereign — Sovereign Trusted Cloud: a sovereign trusted cloud for trusted collaboration within a common legal and fiscal space; — International Cloud: an international cloud for secure collaboration. Secondly, 3DS OUTSCALE aims to be the value creation enabler for new business experiences through holistic collaborative worlds that combine data science, virtual twin experiences, process modeling, supported by collaboration tools. 3DS OUTSCALE delivers business experience twins that enable all business users to excel in their roles by leveraging data science, breaking down silos, and capturing knowledge and expertise across their organization and ecosystem: from market intelligence and cost optimization to talent management, innovation acceleration, asset intelligence, and quality control. The 3DS OUTSCALE portfolio leverages the company’s extensive knowledge and expertise to host all of its platforms on a scalable cloud and facilitate the cloud adoption. Finally, 3DS OUTSCALE strengthens cyber governance and develops business experiences through a new cloud ecosystem via its marketplace or alliances such as NUMSPOT. 3DS OUTSCALE supports the strategic digital autonomy of France and Europe by providing a trusted industrial cloud, efficient and respecting the European values and commitments. 3DS OUTSCALE is a founding member of Gaia‑X, the project of federation of European cloud services, and a member of European Alliance for Industrial Data, Edge and Cloud, of the European Commission, aiming to foster the development and deployment of next generation edge and cloud technologies. 1 1 31 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Research and development 1.5.3 Intellectual Property Dassault Systèmes protects its technology by applying a combination of intellectual property rights including copyrights, patents, trademarks, domain names and trade secrets. The Company distributes its software products to its customers via licenses that grant software utilization rights without transfer of ownership. The contracts contain various provisions protecting the Company’s intellectual property rights over its technology, as well as related confidentiality rights. The source code (set of instructions under an intelligible form, and used, once compiled, to generate the object code licensed to customers and partners) of Dassault Systèmes’ products is protected both as a copyrighted work and as a trade secret. In addition, some of the key capabilities of its software products are protected through patents whenever possible. However, no assurance can be given that others will not copy or otherwise obtain and/or use Dassault Systèmes’ products or technology without authorization. In addition, effective copyright, trade secret, trademark and patent protection or enforcement may be unavailable or limited in certain countries. Dassault Systèmes is nevertheless engaged in an active anti‑piracy and compliance policy and takes systematic measures to prevent the illegal use and distribution of its products, ranging from regularizing illegal use to initiating legal proceedings. 1.5.4 Investments 1.5.4.1 Overview Dassault Systèmes is focused on three strategic sectors of the economy: Manufacturing Industries, Life Sciences & Healthcare and Infrastructure & Cities. The Company’s ability to define and penetrate new markets has been critical to its success, underpinned by a clear and strong commitment to technological and business innovation. The investments, in research and development and acquisitions, are aligned with the Company’s strategy. They are the principal driver of our product innovations and enhancements. Acquisitions also complement and extend the business value Dassault Systèmes can bring to industrial sectors, clients and users. With regard to trademarks, Dassault Systèmes’ policy is to register trademarks for its main products and services in the countries where it does business. Trademark protection may combine international, European Union and/or national trademark filings. In order to protect its technology and key product capabilities, Dassault Systèmes generally files patent applications in countries where many of its main customers and competitors are located. At year‑end 2022, Dassault Systèmes’ portfolio comprised over 730 protected inventions, including 40 new inventions in 2022. Patents have been granted in one or more countries for more than 70% of these inventions, and patents for the others are pending. When a patent protection is deemed unsuitable, certain inventions are kept secret, with the proof of creation being saved. Dassault Systèmes also has a cross‑license policy for patents with major players in its industry. In recent years, Dassault Systèmes has signed a number of transaction protocols and patent licensing agreements with companies identified as infringing its patents. See paragraph 1.9.1 “Risks Related to the Business”, and particularly paragraph 1.9.1.4 “Protection of Dassault Systèmes’ Intellectual Property Rights and Assets” for the difficulties in ensuring adequate protection for Dassault Systèmes’ own intellectual property, and paragraph 1.9.1.14 “Infringement of Intellectual Property Rights and of Third‑Party Technology Licenses” for risks concerning the alleged unauthorized use of third‑parties’ intellectual property rights by Dassault Systèmes. Our research and development expenses totaled €1.09 billion in 2022, €949.3 million in 2021, and €935.4 million in 2020. Acquisitions, net of cash acquired, amounted €46.4 million in 2022, €21.4 million in 2021, and €89.5 million in 2020. Dassault Systèmes’ investments are in line with its purpose to (i) broaden its offer to answer clients’ multi‑discipline challenges, (ii) expand market coverage in the three sectors, and (iii) extend the power of the 3DEXPERIENCE Platform as a system of operations and an operating system. For further information, see paragraphs 1.2 “Profile and Purpose of Dassault Systèmes”, 1.4.1.1 “The Company’s strategy: Human Industry Experiences” and 1.4.1.2 “Strategic operational elements”. 32 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Research and development 1.5.4.2 Main acquisitions between 2019 and 2022 Integrated Manufacturing ERP Solution for small and midsized companies On January 3, 2019, Dassault Systèmes completed the acquisition of IQMS, a manufacturing ERP software company offering an all‑in‑one solution for managing engineering, manufacturing and business ecosystems by digitally connecting order processing, scheduling, production and shipping processes in real time. This acquisition allows small and midsized manufacturing companies to digitally transform their business operations and access the 3DEXPERIENCE platform, extending the value proposition of SOLIDWORKS, and expanding the market coverage of the DELMIA brand. Clinical Software Leader in Life Sciences & Healthcare On October 28, 2019, Dassault Systèmes completed the acquisition of Medidata Solutions, Inc., a company specialized in clinical development and data intelligence, and whose clinical expertise and cloud solutions enable the development and commercialization of smarter therapies. This investment opened up a new world of virtual twin experiences in Life Sciences & Healthcare. The combination of MEDIDATA solutions and the 3DEXPERIENCE platform connects the dots between research, development, clinical trials, manufacturing commercial deployment and positions Dassault and Systèmes as a leading partner for the digital transformation of Life Sciences & Healthcare industry in the age of precision medicine and patient‑centered experiences. Enhanced Collaborative Data Science On June 9, 2020 Dassault Systèmes completed the acquisition of PROXEM, a specialist in artificial intelligence‑based semantic processing software and services, and provider of consumer experience analysis solutions. With this acquisition, Dassault Systèmes extends information intelligence on the 3DEXPERIENCE platform to semantics with natural language processing technologies. Customers can automate the interpretation of unstructured text data to become more innovative, agile and sustainable. Advanced 3DEXPERIENCE platform cloud and data science strategy On December 10, 2020 Dassault Systèmes completed the acquisition of NuoDB. Founded in 2010, NuoDB develops the most advanced distributed elastic database for cloud environments. The cloud‑native distributed SQL database capitalizes on the competitive advantages of the cloud, with on demand scalability, continuous availability and transactional consistency, and is built for mission critical applications. Enhanced collaborative business process management On July 16, 2021, Dassault Systèmes acquired France‑based Iterop, a Business Process Management company leveraging BPMN 2.0 standard ‑a neutral, graphical language. Iterop’s cloud‑based, agile and inclusive technology gives customers better control of processes, in individual, agile team and regulated industry contexts. Together, Dassault Systèmes and Iterop will enhance the 3DEXPERIENCE platform and 3DS OUTSCALE to extend inclusive innovation via the cloud. New business planning cloud experiences On November 15, 2021, Centric Software, a Dassault Systèmes Company, acquired the innovative end‑to‑end retail planning solution provider, Armonica Retail: Founded in 2018 in Milan, Italy, Armonica provides innovative cloud‑native solutions enabling companies to orchestrate an integrated process from planning to development to delivery to omni‑channel sales. Armonica’s solutions and CENTRIC PLM will deliver digital transformation that provides users significant potential value via the ability to plan, visualize and execute business, based on real‑time plan versus actual feedback throughout the entire product lifecycle. Expanding 3DEXPERIENCE platform with augmented reality and field control technology In July 2022, Dassault Systèmes announced the acquisition of DIOTASOFT, a developer of assembly assistance and quality control software solutions for manufacturing and operations. Founded in 2009 in France, DIOTASOFT provides software solutions for digital‑assisted operations and digital‑based robotics inspection that help industrial companies enter a new era of digital transformation. This acquisition expands Dassault Systèmes’ 3DEXPERIENCE platform with actionable virtual twin experiences on the shop floor, enabling industries to optimize the performance of complex industrial processes and boost their operational efficiency. Offering the reference solution for trusted cloud services through a consortium In October 2022, Dassault Systèmes announced an alliance with Docaposte (digital subsidiary of La Poste group), with Bouygues Telecom and Banque des Territoires, uniting their expertise and strengths at the core of a French industrial consortium in order to create NUMSPOT, a company dedicated to the development of a full offering of sovereign and trusted cloud services in Europe. Available in 2023 in France, NUMSPOT is targeting commercial development in the European marketplace with the ambition to become the benchmark in trusted cloud offerings. 1 1 33 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Company Organization Enlarged Centric Software Platform In November 2022, Centric Software announced the acquisition of StyleSage, a company offering AI‑powered tools for competitive assortment benchmarking, and price and product trend insights. StyleSage provides product trend data and competitive pricing intelligence to enable fashion, beauty and home retailers and brands to understand the pricing and style trends shaping their market and to visualize the product and pricing mix of their competitors. The combination of Centric PLM, Centric Planning, Centric Visual Boards and StyleSage enables brands and retailers to position themselves optimally vis‑à‑vis both the market and consumers. Our principal acquisitions with an individual purchase price greater than €100 million over the last three years include: Acquisition Medidata Solutions, Inc. IQMS Centric Software (majority ownership acquired in 2018) Year Purchase Price 2019 2019 2018‑2020 €5.1 billion ($5.8 billion) €379 million €228 million 1.6 Company Organization 1.6.1 Dassault Systèmes SE’s Position within the Company Dassault Systèmes SE, Dassault Systèmes’ parent company, fulfills several roles: first, is one of the Company’s it largest operating entities and one of its principal R&D centers, responsible for the development of a number of the Company’s software solutions in the 3DEXPERIENCE platform. Dassault Systèmes SE is also the holding company that owns directly or indirectly all the companies that make up the Company. Dassault Systèmes SE plays a centralizing role, defining the Company’s overall strategy and the means for its deployment, as well as the marketing and sales policy and the three engagement models (described in paragraph 1.4.2.6 “How Dassault Systèmes engages with customers”). The parent company generally integrated manages cash for subsidiaries whose currency is the euro, and provides support to the Company for a number of activities, including finance, communication, marketing, legal affairs (including management and protection of IP), ethics and compliance, human resources and IT, and pools certain costs for its subsidiaries. Dassault Systèmes SE receives royalties related to the IP it holds and separately charges centralized services to the subsidiaries benefiting from support services and cost pooling. It receives dividends paid by its subsidiaries. 34 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Company Organization 1.6.2 Principal Subsidiaries of the Company As at December 31, 2022, Dassault Systèmes was composed of Dassault Systèmes SE and its 99 operating subsidiaries. On December 31, 2021, the Company had 92 operating subsidiaries. The increase is due to the acquisitions completed in 2022, partially offset by the implementation of its simplification program, which aims to reduce the number of legal entities in existence in each country. The chart below sets forth Dassault Systèmes’ main subsidiaries: Dassault Systèmes SE Dassault Systemes Deutschland GmbH (Germany) 100% 100% Dassault Systemes UK Ltd (Royaume-Uni) 100% 100% 100% Dassault Systemes Americas Corp. (United States) 100% Medidata Solutions, Inc. (United States) Dassault Systemes SolidWorks Corporation (United States) Dassault Systemes K.K. (Japan) 100% Dassault Systemes Korea Corp. (South Korea) Dassault Systemes (Shanghai) Information Technology Co., Ltd (China) Europe Americas Asia Direct and indirect equity interest See also Note 27 to the consolidated financial statements and the table of subsidiaries and shareholdings under Note 24 to the parent company financial statements. 1 1 35 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Financial Summary: five‑year historical information 1.7 Financial Summary: five‑year historical information Sustaining Growth over the Long‑term Five‑year Financial Summary Dassault Systèmes’ performance historically relies on a financial model with a strong focus on recurring software revenue, which represented over 78.4% of the total software revenue during 2022. We have provided below summary income statement and balance sheet information for the last five years. The selected financial data in the table below have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted in the European Union, unless otherwise indicated. A financial review including a comparison of 2021 and 2022 can be found in Chapter 3 “Financial Review and Prospects”. Income statements and dividends Year ended December 31, (in millions of euros, except per share data and percentages) 2022 2021 2020 2019 (1) 2018 (1) (2) Total revenue Software revenue Operating income As a percentage of total revenue Net income attributable to equity holders of the Company Diluted net income per share (3) Dividend per share (3) Dividend per share growth €5,665.3 5,144.0 1,302.9 23.0% 931.5 €0.70 €0.21(4) 23.5% €4,860.1 4,402.6 1,019.4 21.0% 773.7 €0.58 €0.17 54.5% €4,452.2 4,012.6 669.7 15.0% 491.0 €0.37 €0.11 (20.0)% €4,018.2 3,539.4 812.8 20.2% €3,477.4 3,081.8 768.2 22.1% 615.3 €0.47 €0.14 7.7% 569.4 €0.44 €0.13 12.1% (1) The Group adopted IFRS 16 for the fiscal year beginning January 1, 2019 using the simplified retrospective approach. Under this method, the transition effect is accounted for within the consolidated equity at the date of initial application, January 1, 2019, without any adjustment to the prior year comparative information. (2) The Group adopted IFRS 15 effective January 1, 2018 using the modified retrospective transition method (also called the cumulative effect method). Under this method, the transition effect is accounted for within the consolidated equity at the date of initial application, i.e. January 1, 2018, without any adjustment to the prior year comparative information. (3) Figures before 2021 have been restated in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021 (see Note 22 Shareholders’ Equity to the consolidated financial statements). (4) To be proposed for approval at the General Meeting of Shareholders scheduled for May 24, 2023. 36 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Financial Summary: five‑year historical information Supplemental non‑IFRS financial information inherent The supplemental non‑IFRS financial information are subject to limitations. They are not based on any comprehensive set of accounting rules or principles and should not be considered in isolation from or as a substitute for IFRS measurements. The various definitions and methods of which can be found in Note 2 Summary of Significant Accounting Policies of the consolidated accounts. In addition, Dassault Systèmes’ non‑IFRS supplementary financial data may not be comparable to other data also called “non‑ IFRS” and used by other companies. Non‑IFRS financial information definitions can be found in 3.1.2.3 “Non‑IFRS financial information definitions”. The reconciliation between this financial information and the IFRS framework can be found in 3.1.4 “IFRS non‑IFRS Reconciliation”. (in millions of euros, except per share data and percentages) Total revenue Software revenue Operating income As a percentage of total revenue Net income attributable to equity holders of the Company Diluted net income per share (3) Year ended December 31, 2022 2021 2020 2019 (1) 2018 (1) (2) €5.665,5 5,114.3 1,892.0 33.4% €4,861.7 4,404.0 1,666.2 34.3% €4,464.8 4,024.0 1,349.8 30.2% €4,055.6 3,573.6 1,297.4 32.0% €3,491.1 3,093.9 1,112.5 31.9% 1,512.2 €1.13 1,265.3 €0.95 994.7 €0.75 959.6 €0.73 812.5 €0.62 (1) The Group adopted IFRS 16 for the fiscal year beginning January 1, 2019 using the simplified retrospective approach. Under this method, the transition effect is accounted for within the consolidated equity at the date of initial application, January 1, 2019, without any adjustment to the prior year comparative information. (2) The Group adopted IFRS 15 effective January 1, 2018 using the modified retrospective transition method, without any adjustment to the prior year comparative information. (3) Figures before 2021 have been restated in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021 (see Note 22 Shareholders’ Equity to the consolidated financial statements). Balance sheets and net cash provided by operating activities (in millions of euros) 2022 2021 2020 2019 (1) 2018 (1) (2) Year ended December 31, ASSETS Cash, cash equivalents and short‑term investments Trade accounts receivable, net Goodwill and intangible assets, net Other assets TOTAL ASSETS LIABILITIES Contract liabilities Borrowings Other liabilities Parent shareholders’ equity TOTAL LIABILITIES €2,769.0 1,661.6 8,273.6 1,556.9 €14,261.1 1,536.6 2,996.0 2,417.8 7,310.7 €14,261.1 €2,979.5 1,366.3 8,174.9 1,698.0 €14,218.7 1,304.4 3,869.7 2,847.3 6,197.3 €14,218.7 €2,148.9 1,229.1 7,937.3 1,648.9 €12,964.2 1,169.1 4,190.4 2,543.4 5,061.3 €12,964.2 €1,945.6 1,319.2 8,917.0 1,690.8 €13,872.6 1,093.5 4,601.2 2,969.2 5,208.7 €13,872.6 €2,809.9 1,044.1 3,262.3 857.7 €7,974.0 907.5 1,000.0 1,504.6 4,561.9 €7,974.0 (1) The Group adopted IFRS 16 for the fiscal year beginning January 1, 2019 using the simplified retrospective approach. Under this method, the transition effect is accounted for within the consolidated equity at the date of initial application, January 1, 2019, without any adjustment to the prior year comparative information. (2) The Group adopted IFRS 15 effective January 1, 2018 using the modified retrospective transition method, without any adjustment to the prior year comparative information. (in millions of euros) 2022 2021 2020 2019 2018 Net cash provided by operating activities €1,525.2 €1 613.1 €1,241.3 €1,186.1 €898.6 Year ended December 31, 1 1 37 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1 PresentatIon of the Company Environmental, Social, and Governance Performance 1.8 Environmental, Social, and Governance Performance Dassault Systèmes’ sustainable development strategy, inspired by its purpose, is built around three pillars: — committing to environmentally Sustainable Operations; — developing Solutions enabling Dassault Systèmes’ customers to reduce their Environmental Footprint; — developing Human Capital in respect of Diversity and Ethics. These pillars all constitute quantitative targets to be achieved by 2025 or 2027. 1.8.1 Key metrics 1.8.1.1 Committing to environmentally Sustainable Operations In 2021, Dassault Systèmes joined the Science‑Based Targets initiative (SBTi) and aligned with the pathway of temperature limitation to 1.5‑degree (Scopes 1 and 2) and with the implementation of current best practice with regards to sustainability matters (Scope 3). At year‑end 2022, Dassault Systèmes has resubmitted its emissions reduction pathway to SBTi in order to include the acquisition of Medidata Solutions Inc., which was finalized at the end of 2019. The Company has also included new sources of emissions in the reporting, such as cab rides and hotels, and it has improved several estimation methodologies, particularly the use of more precise monetary emission factors, allocated to purchase amounts of goods and services. These new factors provide a more comprehensive and accurate overview of the impact on climate change, and they partly explain the changes seen since 2021. The environmental reporting methodology is presented in paragraph 2.8.2 “Methodology for Environmental Reporting” and is outlined in the Sustainability Reporting Protocol, which is reviewed annually by an Independent Third Party. The impact of the change in reporting is presented in paragraph 2.5.4.3 “Measurement of Scopes 1, 2 & 3 GHG emissions and related risks”. The new targets submitted to SBTi at year‑end 2022, not approved yet, but in line with the one validated previously, are: — Scopes 1 & 2: 35% reduction in greenhouse gas emissions (GHG) by 2027 with 2019 as year of reference; — Scope 3 (business travel and employees’ commute): 20% reduction in greenhouse gas emissions by 2027 from a 2019 base year; — Scope 3 (purchase of goods and services and capital goods): 50%, in carbon footprint, of suppliers having set science‑based targets to reduce their emissions. 38 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Environmental, Social, and Governance Performance 1 1 (1) Emissions calculated according to the new reporting methodology. For details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. (2) 2027 target, submitted at the end of 2022, covering an expanded scope compared to the initial submission and awaiting validation by the Science‑Based Targets initiative. The objective validated in the past remain valid until approval of the new submission by SBTi: ‑34% for Scopes 1 and 2. For more details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. (3) 2027 target, submitted at the end of 2022, covering an expanded scope compared to the initial submission and awaiting validation by the Science‑Based Targets initiative. The objective validated in the past remain valid until approval of the new submission by SBTi: ‑23% for Scope 3, limited to greenhouse gas emissions from business travel and employees’ commute. For more details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. (4) 2025 target, submitted at the end of 2022, covering an expanded scope compared to the initial submission and awaiting validation by the Science‑Based Targets initiative. The objective validated in the past remain valid until approval of the new submission by SBTi: 52% of suppliers having defined science‑based targets. For more details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. Between 2021 and 2022, emissions relating to Scopes in particular 1 and 2 have been reduced by 50%, thanks to the implementation, within the framework of ISO 50001 certifications, of energy savings actions in Europe. The progressive purchase, since 2021, of Energy Attribute Certificates (EAC), strongly contributed to this decrease. From now on, 90% of the electricity consumed by Dassault Systèmes is decarbonized, compared to 67% in 2021. The Company will continue its actions on these two levers and is well positioned to reach its SBTi objectives of reducing Scopes 1 & 2 emissions by 35% by 2027. Further to the gradual lifting of COVID‑19 restrictions, travel‑related emissions more than tripled between 2021 and 2022. However, these emissions remain, as of today, twice as low as in 2019, year of reference for the SBTi pathway. This improvement is mainly explained by the implementation of the new “Travel Smarter, Travel Greener” policy for business travel, and by the deployment of remote work two days a week as part of the new Company policy. The resumption of business travel in 2023 to a pre‑ COVID‑19 level will negatively impact Scope 3 emissions. The Company will continue its actions and nonetheless remains well positioned to reach its SBTi objectives of reducing travel‑related emissions by 20% by 2027. The carbon footprint percentage of suppliers who have set science‑based targets stands at 26% in 2022, compared to 23% in 2021, creating an adoption dynamic of the value chain of best practices in the mitigation of climate change. Twenty‑two percent of suppliers, in carbon intensity, have also declared their intention to set such targets, bringing the total share of suppliers to 48%, committed or planning to commit to such targets. The Company will continue its efforts to foster 50% of its suppliers in carbon intensity to set science‑based targets by 2025, in agreement with its SBTi objectives. 39 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Environmental, Social, and Governance Performance 1.8.1.2 Designing Solutions enabling Dassault Systèmes’ Customers to reduce their Environmental Footprint (1) Two question‑and‑answer documents were published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators and for applying certain technical screening criteria, as well as the certification obligation by an independent third party verifier, verification which was not specified in these terms in the original regulation. The late date of publication of these new clarifications on verification requirements by the European Commission did not allow Dassault Systèmes to revise its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes to not publish the proportion of revenue, operating expenses and capital expenditures considered aligned for activities 8.2 Data‑driven solutions to reduce GHG emissions. (2) The percentage of eligible operating expenses currently excludes from numerator and denominator the nature of expenses that are considered out of scope by the EU Taxonomy regulation, as detailed in the paragraph 2.7.2 “EU Taxonomy Indicators ”. The EU Taxonomy regulation has been voted by the European Parliament in 2020. Dassault Systèmes falls under this new regulation, as a listed Company, registered in the European Union and being above several thresholds set in the regulation. Six environmental objectives were defined and for its first year of application, only the first two objectives concerning specifically climate change – mitigation and adaptation – are subject to a financial disclosure with three indicators, respectively the proportion of revenue, of operating expenses and of capital expenditures linked to eligible and aligned economic activities, as defined by the EU Taxonomy, covering the financial year 2022 with no comparative data for 2021. An economic activity is eligible when explicitly described in the restricted list included at this stage in the Regulation, more specifically in the Climate Delegated Act and is likely to make a substantial contribution to each environmental objective. Whenever such activities respect the technical screening criteria, which are precise conditions and performance thresholds to demonstrate the substantial contribution to the environmental objectives, that they do not harm significantly the other environmental objectives and that they respect the minimum safeguards conditions specified in the Regulation, they are considered as aligned with the EU Taxonomy. On December 19, 2022, two questions and answers documents relating to the first application of the alignment criteria to the EU Taxonomy were published by the European Commission, specifying in particular the certification criteria by an independent third party verifier of the data and calculations determining the aligned revenue percentage. The late date of publication of these new clarifications on verification requirements did not allow Dassault Systèmes to resume its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes not to publish the proportion revenue, operating expenses and capital expenditures considered aligned for its software solutions aiming at reducing GHG emissions, and move forward on the application of these new requirements for the 2023 financial year. Several representative use cases for the implementation of these solutions have been documented on the relevant engineering disciplines, as described in paragraph 2.8.3 “EU Taxonomy Indicators Methodology” based in particular on independent academic studies of applied research (ex MIT publication) or by customer technical departments, but which have not been verified in the sense that is specified by the regulator since December 19, 2022. In 2023, Dassault Systèmes will continue its efforts to document representative use cases, notably for its virtual twin solutions impacts and will initiate certification actions by an independent third‑party verifier, on its assessment of greenhouse gas emission reductions generated by its solutions. These indicators (IFRS) for the financial year 2022 are shown in the graph below. 40 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTPresentatIon of the Company Environmental, Social, and Governance Performance 1 1 (1) Two question‑and‑answer documents were published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators and for applying certain technical screening criteria, as well as the certification obligation by an independent third party verifier, verification which was not specified in these terms in the original regulation. The late date of publication of these new clarifications on verification requirements by the European Commission did not allow Dassault Systèmes to revise its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes to not publish the proportion of revenue, operating expenses and capital expenditures considered aligned for activities 8.2 Data‑driven solutions to reduce GHG emissions. A full review of the Company’s ESG performance indicators, including the EU Taxonomy, can be found in paragraph 2.7 “Environmental, Social and Governance Metrics”. 41 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Environmental, Social, and Governance Performance 1.8.1.3 Developing Human Capital in Respect of Diversity and Ethics (1) Percentage measured by an annual satisfaction survey. (2) Average percentage of permanent employees who completed mandatory trainings on Code of Business Conduct, Personal Data Protection and Anti‑Corruption. Diversity and creation of inclusive teams is a key objective for Dassault Systèmes to encourage creativity around innovative projects and to provide a fulfilling collective work environment. This commitment is reflected in the composition of the Company’s governance. In 2022, over 1,600 women joined Dassault Systèmes, representing an increase of 12.4% compared to the 9.9% growth rate of the workforce. Focusing particularly on female profiles as part of the process of identifying key employees and development opportunities to management positions, the number of Women among People managers increased by 14.6%. In order to enable the different actions undertaken (see paragraph 2.3.5 “Promoting Diversity and Inclusion”) to increase and leverage the Company’s women talent pool, the objective to reach 30% of Women among People managers is extended to 2027. The Company’s purpose gives meaning to employees’ professional lives. The culture of innovation offers everyone opportunities to contribute and engage, in particular in the fields of Education and Research. This collective mindset was demonstrated through the participation in the We Care for your Health program, the annual edition of the 3DS INNOVATION Forwards, the first Climate Fresk workshops and the continuous involvement of volunteers with La Fondation Dassault Systèmes. In 2022, the employee pride and satisfaction rate improved by almost two points compared to 2021. Compliance with ethical rules and international standards is part of Dassault Systèmes’ values. Reflecting the new version of the Code of Business Conduct, updated ethics and compliance training was rolled out in 2022. This module includes a presentation of the Whistleblowing procedure and each employees’ acknowledgment of the rules set in the Code. To ensure that fundamentals of ethics and compliance are mastered, these trainings will be recurrent and mandatory for all employees on an annual basis. 42 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT1.8.2 Main ratings and awards PresentatIon of the Company Risk Factors 1 1 Dassault Systèmes is recognized for its Environmental, Social and Governance commitment and received the following main ratings in 2022: Dassault Systèmes’ commitment to sustainability, related actions and achievements as well as key metrics, and how they fit into the Company’s strategy, are detailed in chapter 2 “Social, Societal and Environmental Responsibility”. 1.9 Risk Factors The risk factors are set out hereafter in two main categories: risks related to Dassault Systèmes’ business (1.9.1) and financial and market risks (1.9.2). These are the main risks identified as being material, specific to the Company and likely to have a negative impact on its business and financial position as of the date on which this Universal registration document was filed with the French Financial Markets Authority (AMF). The presentation of the risks is the result of regular analysis as part of the risk management policy referred to in paragraph 5.2 “Internal Control Procedures and Risk Management”. In each category, the risk factors are classified in descending order of importance taking into account the probability of seeing them materialize and the estimated scale of their negative impact, and after taking into account the mitigation measures put in place by Dassault Systèmes. However, other risks not mentioned or not yet identified can affect Dassault Systèmes, its financial position, its reputation, its outlook or its share price. 43 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Risk Factors 1.9.1 Risks Related to the Business Dassault Systèmes makes every effort to take into consideration this uncertain macroeconomic outlook. Dassault Systèmes’ business results, however, may not develop as anticipated. Furthermore, due to factors affecting sales of Dassault Systèmes’ products and services, there may be a substantial time lag between an improvement in global economic and business conditions and an upswing in the Company’s business results. 1.9.1.2 Security of Systems and Facilities As Dassault Systèmes’ Research and Development is totally computer‑based, its effectiveness is dependent on the proper functioning of complex software and integrated hardware systems. It is not possible to guarantee the uninterrupted operation and complete security of these systems. Computer viruses, whether deliberately or unintentionally introduced, could cause damage, loss or delays. Moreover, in a context of increased cyber‑attacks and the emergence of cyber‑terrorism, Dassault Systèmes may be subject to computer attacks or intrusions that could interfere with the proper functioning of its systems and cause substantial delays or damage to its activities, not to mention disclosures or thefts of data. Such attacks or intrusions, potentially targeted, could also cause damage to, losses or disclosures of customer data hosted by Dassault Systèmes or some of its service providers as part of its cloud offerings, or interruptions to the online service, for which it may be held liable. The increasing use of mobile devices (cellular telephones, tablets and laptops) linked to certain of Dassault Systèmes information systems tends to increase the risk of unauthorized access. Likewise, some transactions require the use of off‑the‑shelf interconnection systems, for example with most of the banking partners of Dassault Systèmes. Dassault Systèmes requires from these services and partners a high level of security and control so as to protect the messages’ integrity and prevent attacks and intrusions in Dassault Systèmes’ systems. However, these controls do not eliminate all risks of indirect impact from cyber‑attacks affecting Dassault Systèmes’ partners. Once mitigation measures taken into consideration, Dassault Systèmes considers risks 1 to 8 to be of great importance, risks 9 to 13 of medium importance and risks 14 to 15 of low importance. 1.9.1.1 Uncertain Global Economic Environment In light of the uncertainties regarding economic, business, social, health and geopolitical conditions at the global level, Dassault Systèmes’ revenue, net earnings and cash flows may grow more slowly, whether on an annual or quarterly basis, mainly due to the following factors: — the deployment of Dassault Systèmes’ solutions may represent a large portion of a customer’s investments in software technology. Decisions to make such an investment are impacted by the economic environment in which the customers operate. Uncertain global geopolitical, economic and health conditions and the lack of visibility or the lack of financial resources may cause some customers, e.g. within the automotive, aerospace, energy or natural resources industries, to reduce, postpone or terminate their investments, or to reduce or not renew ongoing paid maintenance for their installed base, which impact larger customers’ revenue with their respective sub‑contractors; — the political, economic and monetary situation in certain geographic regions where Dassault Systèmes operates could become more volatile and impact Dassault Systèmes’ business, for example, due to stricter export compliance rules or the introduction of new customs tariffs; — continued pressure or volatility on raw materials and energy prices could also slow down Dassault Systèmes’ diversification efforts in new industries; — uncertainties regarding the extent and duration of inflation could adversely affect the financial position of Dassault Systèmes; and — the sales cycle of the Dassault Systèmes’ products – already relatively long due to the strategic nature of such investments for customers – could further lengthen. The occurrence of crises – health and political crises in particular – could have consequences both for the health and safety of Dassault Systèmes’ employees and for the Company. It could also adversely impact the financial situation or financing and supply capabilities of Dassault Systèmes’ existing and potential customers, commercial and technology partners, some of whom may be forced to temporarily close sites or cease operations. A deteriorating economic environment could generate increased price pressure and affect the collection of receivables, which impact Dassault Systèmes’ revenue, would negatively financial performance and market position. 44 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTIn addition, because Dassault Systèmes’ key facilities are located in a limited number of sites, including Japan and California, which may be exposed to earthquakes, substantial physical damage to any one of Dassault Systèmes’ sites, caused by natural causes (as a direct or indirect result of climate change) or by terrorist attacks or local violence, could materially reduce its ability to continue its normal business operations. 1.9.1.3 Complex Regulatory and Compliance Environment Dassault Systèmes operates in a legal environment with multiple, sometimes contradictory, regulations that are constantly changing and becoming more complex as the Group expands into various countries and business lines and toward new customers and users (in particular individuals). These regulations apply to many different fields, such as general business practices, competitive practices, the fight against corruption, the processing of personal data (including health data), consumer protection, financial reporting standards, securities law and corporate governance, internal controls, employment laws and human rights protection, international tax environmental regulations, regulations, export control for high‑tech products and sanction programs. Besides, the introduction of newly created or stricter regulations in countries where Dassault Systèmes operates or will operate could materially increase compliance costs. Enforcement of digital economy or climate change‑specific taxes could also negatively impact the net result of Dassault Systèmes. regulations local and In order to conduct its business in a wholly ethical manner, the Company requires all of its employees, subsidiaries, retailers and intermediaries to comply with all applicable laws and regulations. Dassault Systèmes broadly relies on a large number of distributors and retailers to support the licensing of its software products and the deployment of its solutions (as described in paragraph 1.9.1.7 “Relationships with Extended Enterprise Partners”). Although Dassault Systèmes has implemented a program to ensure that these third parties fully comply with all applicable laws and regulations, especially the highest ethical standards, export control regulations, sanctions programs or competition law, Dassault Systèmes’ business and reputation could be negatively impacted in the event such third parties were to breach local or international laws. The failure or suspected failure to comply with these regulations may result in inquiries or investigations by the relevant authorities, or even fines and sanctions, as well as an increase in Dassault Systèmes’ litigation risk or a negative impact on its business operations, revenue or reputation. A number of these adverse consequences could occur even if it is ultimately determined that there has been no failure to comply. PresentatIon of the Company Risk Factors 1.9.1.4 Protection of Dassault Systèmes’ Intellectual Property Rights and Assets Dassault Systèmes’ success is heavily dependent upon its proprietary software technology. Dassault Systèmes relies on a combination of copyright, patent, trademark, trade secret law and contractual restrictions to protect its technology. These legal protections may not provide a full coverage of the Company’s products and can be breached by third parties. In addition, some countries do not have effective protection against infringements of copyright, trademarks, trade secrets or patents, or they may be limited in comparison to what exists in Western Europe or the United States. If, despite Dassault Systèmes’ strategies for protecting its intellectual Property, certain third parties are able to develop similar technology, or to successfully challenge the Company’s intellectual property rights, a reduction in the Company’s software revenue may ensue. into Furthermore, although Dassault Systèmes enters confidentiality agreements with its employees, distributors, customers and potential customers and limits access to and carefully controls the distribution of its software, documentation and other proprietary information, the measures taken may be inappropriate to deter misuse of its technology, the unauthorized disclosure of confidential information, or prevent its utilization by third parties. In addition, like most of its competitors, Dassault Systèmes faces a significant level of piracy of its leading products, both by individuals and companies operating worldwide, which could potentially affect Dassault Systèmes’ growth in specific markets. Litigation may be necessary to enforce Dassault Systèmes’ intellectual property rights and determine the validity and scope of the proprietary rights of third parties. Any litigation could entail substantial costs and the mobilization of Company resources and could significantly weigh on Dassault Systèmes’ operating income. Dassault Systèmes may not prevail in all such litigation and its intellectual property rights may be found invalid or unenforceable. 1.9.1.5 Deployment Delays, Errors and Defects Deploying sophisticated software solutions becomes increasingly complex. Such projects need to take into account Dassault Systèmes’ customer’s infrastructure and diverse software environment, for which these projects are often critical. Appropriate project and change management controls are also critical to the success of deploying complex software solutions that affect a large number of users across multiple organizations and processes. If Dassault Systèmes is not able to carefully plan and execute these projects in a timely manner, it might need to commit additional resources, which could adversely impact its operating income. 1 1 45 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Risk Factors Sophisticated software can contain errors, defects, vulnerabilities or other performance problems when first introduced or when updates or new versions are released. Dassault Systèmes may not be able to correct such errors or defects in a timely manner and may need to expend additional resources. large ones, Furthermore, consolidating newly acquired companies, particularly is a challenge. Newly acquired companies may also carry risks (such as litigation or events related to pre‑acquisition practices potentially unknown at the date of acquisition and sometimes identified post‑acquisition, e.g. tax, ethics and compliance or intellectual property claims). Acquisitions by Dassault Systèmes, including of non‑controlling interests, may also require the Group to recognize amortization expenses on acquired intangible assets and/or impairments of goodwill in the case of an impairment loss (see Note 2 to the consolidated financial statements). When making new acquisitions or investments, Dassault Systèmes may need to allocate significant financial resources, to make potentially dilutive issuances of equity securities or to incur debt. 1.9.1.7 Relationships with Extended Enterprise Partners Dassault Systèmes’ 3DEXPERIENCE strategy requires a fully integrated platform with access to computer‑aided design (“CAD”), simulation, collaboration, manufacturing and data management products, which are increasingly complex and for which customer installations represent significant enterprise projects. Dassault Systèmes has continued to develop an extended enterprise model and implement its 3DEXPERIENCE model in partnership with other companies in areas such as: — computer hardware and technology, to maximize benefits from available technology; — product development, to enable software developers to create and market their own software applications using Dassault Systèmes’ open product architecture; and — consulting and professional services, to support and assist customers as needed to deploy Industry Solution Experiences on the 3DEXPERIENCE platform. Dassault Systèmes believes that its partnering strategy allows it to benefit from complementary resources and skills and to reduce costs while achieving broader market coverage, especially in diversification industries or emerging markets. Dassault Systèmes’ broad partnering strategy nevertheless creates a degree of dependency on such partners. In addition to its own sales force, Dassault Systèmes also relies on an international network of distributors and value‑added resellers. The type of relationship that the Company has with its distributors and value‑added resellers, as well as their financial and technical reliability and their ability to invest, especially in diversification industries, could impact Dassault Systèmes’ ability to sell and deploy its product and service offerings. Similarly, the growing adoption of cloud‑based software solutions by our customers, particularly in areas or processes in customer critical to their operations, could result complaints related to the performance and availability of online services or data loss, which may be caused by interruptions or attacks on the infrastructure providers use to host these online services. Such difficulties may also lead to the loss of customers, or even in the case of the largest customers a potentially significant loss of revenue with their subcontractors. Technical problems, or the loss of a customer with a particularly important global reputation, could also damage Dassault Systèmes’ own business reputation and cause the loss of new business opportunities. Were customers to suffer financial or other damage because of product errors, delays or defects in the software solutions provided, including online, such customers could pursue claims against Dassault Systèmes. Any resulting claim brought against Dassault Systèmes, even if not successful, would likely be time‑consuming for its management and costly to defend and could adversely affect Dassault Systèmes’ marketing efforts and reputation. 1.9.1.6 Organizational and Operational Challenges Arising from the Evolution of Dassault Systèmes Dassault Systèmes has continued to expand through acquisitions and internal development and has substantially increased launching 3DEXPERIENCE. its addressable market through The Company’s management policies and internal systems must be adapted on an on‑going basis to meet the needs of a larger, more complex structure and implement Dassault Systèmes’ strategy to reach a broader market. Dassault Systèmes must continue to reorganize itself to maintain efficiency and operational excellence while ensuring customer retention and the integration of newly acquired companies. It must also continue to focus on quality of execution while maintaining innovation. Dassault Systèmes must also ensure that the profile and skill sets of its employees are continually updated to reflect the Company’s development and retain employees, notably from newly acquired companies. in a timely manner, If Dassault Systèmes fails to resolve these issues effectively and its product development, cost management and business operations may be affected or may not adequately meet market and customer expectations. This could have a negative impact on its operational or financial performance. 46 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTEventually, Dassault Systèmes’ ability to establish partner relationships the development, distribution and deployment of its 3DEXPERIENCE platform is an important element of its strategy. for Serious difficulties in Dassault Systèmes’ relationships with its partners, or an unfavorable change of control of these partners, may adversely affect Dassault Systèmes’ product and business development and could cause it to lose the contribution of the employees or contractors of Dassault Systèmes’ partners, particularly in the area of R&D. In addition, any failure by Dassault Systèmes’ partners to deliver products of quality or according to the expected timing may cause delays in the delivery of, or deficiencies in, Dassault Systèmes’ own products. Due to the rapid evolution of the software development and distribution sectors, it is difficult to ensure the long‑term success of the Company’s relationship with any particular partner. 1.9.1.8 Ability to Attract and Retain Talent Dassault Systèmes’ success mainly depends on its ability to attract, motivate and retain employees with a high level of skills and the diverse talent required for the Group’s various activities. Competition for such employees is high, and if Dassault Systèmes loses the ability to hire and retain key employees and executives, in particular those at its newly acquired companies, or to continuously adapt their skills to operational needs, the Group’s activities, revenue and operating income could be negatively impacted. Dassault Systèmes does not maintain insurance with respect to the loss of key personnel. 1.9.1.9 Legal Proceedings – Reputation Risks it expands increases as Dassault Systèmes’ risk of inquiries, litigation and administrative proceedings into new activity areas (including product distribution and online services), in the healthcare and economic sectors (in particular infrastructure businesses) or geographic regions, and as it grows and enhances its position and visibility on the market. These can be lengthy, expensive, disrupt the management of the Company’s operations and can damage its reputation, including in cases of actions that have no legal basis. in In particular, stakeholders’ expectations the ESG (Environment, Social and Governance) fields are growing and may exceed the legal and regulatory requirements in force (for example, in the fight against climate change and the protection of human rights). Despite its commitment, which is reflected in ambitious action plans that may go beyond the obligations in this area, the Company could be the target, directly or through its ecosystem, of legal or media actions initiated, for example, by organizations that have developed their own benchmark of ESG best practices. PresentatIon of the Company Risk Factors The outcome of legal or administrative investigations and proceedings is uncertain and may differ from the team’s expectations, which could result in an adverse impact on its financial position and operating income, or even the conduct of its operations and reputation. These negative effects could appear even in the event of compliance with regulations or benchmarks, particularly in terms of ESG. 1.9.1.10 Business Model Transformation and Competition In the past few years, there have been fewer competitors in Dassault Systèmes’ historical software markets. As the various players compete for market share, adoption by competitors of business models different from Dassault Systèmes’, in particular through the exclusive promotion of cloud solutions, could lead to substantial declines in pricing, which could require Dassault Systèmes to adapt to a substantially different commercial environment. These competitive pressures on pricing and the nature of the offer could lead to competitors winning contracts, negatively impacting Dassault Systèmes’ revenue, financial performance and market position. At the same time, by regularly expanding its product portfolio, entering new geographic markets, diversifying its customer base in new sectors of activity and developing new applications for its products, Dassault Systèmes encounters new competitors. Because of their size or prior presence in these markets, such competitors could have financial, human or technological resources not readily available to Dassault Systèmes. The development of cloud offers may also lead to new participants entering the market. Dassault Systèmes’ ability to expand its competitive position may thus be impaired. Indeed, Dassault Systèmes is developing and distributing a cloud offering (Software as a Service – SaaS). It continues to grow and promote its portfolio of software solutions and processes available on the cloud. The introduction of such solutions with the appropriate pricing model and with the right level of quality, especially in the face of increasing customer demands for scale, security, availability and performance of these online services, could affect Dassault Systèmes’ growth and future results. The progressive roll‑out of these services and their distribution also requires the deployment of new sales, support and management processes and expertise in those areas, in particular to support changes of subscription methods for some customers. In the event the Company has difficulties setting up the organization needed to manage its businesses and the new competitive context, Dassault Systèmes’ revenue, financial performance, competitive position and reputation could be negatively impacted. 1 1 47 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Risk Factors 1.9.1.11 Variability in Dassault Systèmes’ Quarterly Operating Income As a result, Dassault Systèmes’ success is highly dependent upon its ability to: Dassault Systèmes’ quarterly operating income may vary significantly in the future, depending on factors such as: — the timing and the cyclical nature of revenue received due to the signing of important new customer orders, the completion of service contracts and customer deployments; — the timing of any significant acquisition or divestiture; — understand its customers’ complex needs in different business sectors; — support customers with their efforts to improve key product lifecycle processes; — enhance its existing solutions by developing more advanced technologies; — anticipate and take timely advantage of quickly evolving technologies and standards; and — introduce new solutions in a cost‑competitive and timely — fluctuations in foreign currency exchange rates; manner. — Dassault Systèmes’ ability to develop, introduce and market new and enhanced versions of its products and customer order deferrals in anticipation of these new or enhanced products; — the number, timing and significance of product enhancements or new products that Dassault Systèmes develops or that are released by its competitors; — general conditions in the software markets (as a whole or on a regional basis) and the software industry generally; and — the growing difficulty in planning and forecasting as new business models are introduced alongside the traditional licensing model of the industry. A substantial portion of Dassault Systèmes’ orders and shipments typically occur in the last month of each quarter; therefore, if any delay occurs in the timing of significant orders, Dassault Systèmes may experience quarterly fluctuations in its operating income. Additionally, as is typical in the software industry, Dassault Systèmes has historically experienced its highest licensing activity for the year during the last quarter of the year, in particular the last month. Delays in orders and shipments can also affect Dassault Systèmes’ revenue and income. The trading price of the Dassault Systèmes’ shares may be subject to wide fluctuations in response to quarterly variations in Dassault Systèmes’ operating income and the operating income of other software application developers in Dassault Systèmes’ markets. 1.9.1.12 Rapidly Changing and Complex Technologies Dassault Systèmes’ software solutions are characterized by the use of rapidly changing technologies and through upgrades to existing products or frequent new product introductions. These solutions must address complex in various areas of product design, engineering needs simulation and manufacturing and must also meet sophisticated process requirements amongst others in the areas of change management, industrial collaboration and cross‑enterprise work. Dassault Systèmes also continues to face the challenge of the increasingly complex integration of its products’ different functionalities to address customers’ requirements. As a result, more difficult development work is required for new releases and offerings, with technical limitations, for example in managing data migration or the options for interfacing with third‑party systems used by customers. In addition, if Dassault Systèmes in anticipating technological leaps and developing new solutions and services that address its customers’ increasingly sophisticated expectations, demand for its products could decline and Dassault Systèmes’ operating income and financial condition could be negatively affected. is not successful 1.9.1.13 Technology Stock Volatility Under conditions of increased market uncertainty, the trading price of Dassault Systèmes’ shares could be volatile. The market for shares of technology companies is generally more volatile than the stock market. 1.9.1.14 Infringement of Intellectual Property Rights and of Third‑ Party Technology Licenses Third parties, including Dassault Systèmes’ competitors, may own or obtain copyrights, patents or other intellectual property rights that could restrict Dassault Systèmes’ ability to further develop, use or sell its own product portfolio, potentially inherited from acquisitions. Dassault Systèmes has received, and may in the future receive, letters of complaint alleging that its products infringe the patents and other intellectual property rights of others. Such claims could cause Dassault Systèmes to incur substantial costs to defend itself in any litigation that may be brought, regardless of its merits. If Dassault Systèmes fails to prevail in intellectual property litigation, it may be required to: — obtain and pay for licenses from the holder of the infringed intellectual property right, which might not be available on acceptable terms for Dassault Systèmes, if at all; or 48 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT — redesign its products or services, which could involve substantial costs and require Dassault Systèmes to interrupt product licensing and product releases. This may not be feasible at all and may require ongoing development to be put on hold. In addition, Dassault Systèmes embeds in its products third‑party components selected either by Dassault Systèmes itself or by companies it has acquired. Dassault Systèmes has implemented strict approval processes to certify the originality of third‑party components and verify any corresponding licensing terms. The same approval processes may not have been adopted by companies acquired by Dassault Systèmes before their acquisition. As a result, the use of third‑party embedded components in Dassault Systèmes’ products generates exposure to the risk that a third party will claim that these components infringe their intellectual property rights. There is also a risk that such license(s) might expire or terminate without renewal, thereby affecting certain Dassault Systèmes products. 1.9.2 Financial and Market Risks Dassault Systèmes overall risk management policy is based upon the prudent management of the Company’s market risks, primarily foreign currency exchange risk and interest rate risk. Dassault Systèmes programs with respect to the management of these risks, including the use of hedging instruments, are discussed in Note 20 to the consolidated financial statements. Dassault Systèmes’ exposure to these risks may change over time and there can be no assurance that the benefits of the Company’s risk management policies will exceed the related costs. Such changes could have a materially adverse impact on the Company’s financial results. Dassault Systèmes generates positive cash flows from operations and has financial obligations (e.g., bonds, bank loans, loan facilities, employee profit‑sharing). After the mitigation measures implemented, the Group considers risk 1 to risk 3 of medium importance and risks 4 to 5 of low importance (all five risks discussed below herein). 1.9.2.1 Foreign Currency Risk Dassault Systèmes’ operating income can be affected by changes and high volatility in exchange rates. In particular, exchange rate fluctuation of the Japanese yen, the U.S. dollar and to a lesser extent of the British pound, the South Korean won and the Chinese yuan relative to the euro, can affect revenue and expenses recorded in Dassault Systèmes’ statement of income upon translation of other currencies into euro. PresentatIon of the Company Risk Factors 1 If any of the above situations were to occur for one of the Company’s significant product, it could have a material adverse impact on Dassault Systèmes’ financial condition and operating income. 1 1.9.1.15 Shareholder Base Groupe Industriel Marcel Dassault SAS (“GIMD”), the main shareholder of Dassault Systèmes SE, owned 40.11% of Dassault Systèmes SE’s outstanding shares, representing 54.09% of the exercisable voting rights (53.52% of theoretical rights) as of December 31, 2022. As more fully described in paragraph 6.3 “Information About the Shareholders”, GIMD plays a decisive role with respect to matters submitted to Dassault Systèmes’ shareholders, including the election and removal of directors and the approval of any merger, consolidation or sale of all or a portion of the Company’s assets. incurs expenses Dassault Systèmes bills its customers in major currencies, principally euros, U.S. dollars and Japanese yen. Dassault in different currencies, Systèmes also principally euros, U.S. dollars and Japanese yen, depending on Dassault Systèmes’ employees and suppliers’ location in different countries. Moreover, Dassault Systèmes engages in mergers and acquisitions, particularly outside the euro zone and may lend money in different currencies to its wholly‑ or partially‑owned subsidiaries or affiliates. Although Dassault Systèmes currently benefits from a natural coverage of most of its exposure to the U.S. dollar from an operating margin perspective, exchange rate fluctuation of the U.S. dollar relative to the euro may impact its’ revenue and consequently its operating income, net income and earnings per share. In addition, Dassault Systèmes’ revenues denominated in Japanese yen, Chinese yuan, Korean won and British pound substantially outweigh its expenditures in these currencies. As a result, any depreciation in the value of these currencies – in particular the Japanese yen, and to a lesser degree the Chinese yuan, British Pound and South Korean Won – relative to the euro, would affect the revenue, operating income and margin, net income and earnings per share. Dassault Systèmes’ net financial income can also be significantly affected by changes in exchange rates between the time the income is recognized and when payments are received and between the time an expense is recorded and when it is paid. Any such differences are accounted for in the “Foreign exchange gain/loss, net” caption of Dassault Systèmes’ financial statements. 49 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Risk Factors The main items of financial income subject to fluctuations linked to exchange rates are: 1.9.2.3 Liquidity Risk — the difference between the exchange rate used to record invoices in foreign currencies and the exchange rate when Dassault Systèmes receives or makes the payment; and — the revaluation of monetary assets and liabilities denominated in foreign currencies. Since market growth rates for Dassault Systèmes’ software applications and the revenue growth rates of its significant competitors are computed in U.S. dollars, such growth rates from period to period may not be comparable to Dassault Systèmes’ euro‑computed revenue growth rates for the same periods. See Note 20 to the consolidated financial statements. 1.9.2.2 Credit or Counterparty Risk The financial instruments which could expose Dassault Systèmes to credit risk include principally its cash equivalents, short‑ term investments and customer receivables. The hedging agreements entered into with financial institutions pursuant to its policy for managing currency and interest rate risks also expose the Company to credit and counterparty risk. See Notes 12, 13 and 20 to the consolidated financial statements. Dassault Systèmes uses a rigorous selection process for its counterparts according to credit quality, based on several criteria including agency ratings and depending on the maturity dates of the transactions. Dassault Systèmes’ liquidity risk corresponds to the risk of not being able to meet its monetary needs thanks to its financial resources. It depends in particular on the level of Dassault Systèmes exposure to changes in the main market parameters, which could lead to higher credit costs, or even temporary limitation of access to external sources of financing. Dassault Systèmes manages this risk by anticipating its liquidity needs and ensures its coverage with short and long‑term financial resources. On April 27, 2022, Standard & Poors Global Ratings raised their rating from “A‑” to “A” with a Stable outlook for Dassault Systèmes SE and its long term debt. As of December 31, 2022, Dassault Systèmes’ cash, cash equivalents and short‑term investments totaled €2.77 billion. See Note 12 to the consolidated financial statements. Dassault Systèmes has analyzed the amounts it will be required to pay under its contractual commitments as of December 31, 2022 and believes that it will be able to meet such obligations. The following table summarizes Dassault Systèmes’ principal contractual obligations to make future payments as of December 31, 2022: Contractual obligations (in millions of euros) Operating lease obligations (1) Loan facilities (2) Employee profit‑sharing TOTAL Payments due by period Total 770.2 3,034.9 75.8 3,880.9 Less than 1 year 107.5 255.9 75.8 439.2 1‑3 years 173.9 711.8 ‑ 885.7 3‑5 years More than 5 years 162.3 909.8 ‑ 1,072.1 326.5 1,157.4 ‑ 1,483.9 (1) (2) Including €646.7 million of undiscounted lease liabilities payments (see Note 18 to the consolidated financial statements) and €123.5 million of future lease commitments (see Note 24 to the consolidated financial statements). Including financial interest on commercial papers, interest on bond stocks as well as interest on the revolving line of €750.0 million (refer to Note 19 to the consolidated financial statements). 1.9.2.4 Interest Rate Risk 1.9.2.5 Equity Risk Dassault Systèmes’ interest rate risk would primarily translate into a reduction of its financial revenue. See Notes 19 and 20 to the consolidated financial statements. For cash management purposes, Dassault Systèmes does not directly invest in listed shares, or any material amounts in funds invested primarily in or indexed to stocks. The Company’s financial results are therefore not significantly and directly linked to stock market variations. 50 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT1.9.3 Insurance PresentatIon of the Company Risk Factors 1 1 Dassault Systèmes is insured by several insurance companies for all significant risks. Most of these risks are covered either by insurance policies underwritten in France for all Dassault Systèmes companies, or by a US policy that covers all the US subsidiaries and their own subsidiaries and branches around the world. In addition, the Company subscribes to specific coverage and/or local policies to comply with applicable local regulations or to meet the specific needs of certain activities or projects. All of Dassault Systèmes’ companies are protected by a policy covering professional and product liability as well as civil liability for operations for a total insured value of €150 million for 2022. Dassault Systèmes has also taken out other insurance policies covering, in particular, damage to the property of the Company’s various sites, equipment and computer goods. Based on the legal requirements applicable in each country, the US companies and most of their subsidiaries have specific insurance cover. This insurance includes in particular coverage for property damage, and professional civil liability. In connection with this insurance, the Company also has coverage for work‑related accidents in the United States and automobile accidents. As additional coverage for the various insurance policies covering US companies and their subsidiaries, Dassault Systèmes carries an “umbrella” policy for a maximum amount of $25 million. The insurance policies are regularly reviewed and may be modified to reflect changes in the revenue, the integration of newly acquired companies, activities and risks of the different companies within Dassault Systèmes. Dassault Systèmes has not established captive insurance coverage. 51 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES1 PresentatIon of the Company Risk Factors 52 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility ENVIRONMENTAL RESPONSIBILITY 2 SOCIAL, SOCIETAL AND 2 2.1 2.2 2.3 2.3.1 2.3.2 2.3.3 2.3.4 2.3.5 2.4 2.4.1 2.4.2 2.4.3 2.5 2.5.1 2.5.2 2.5.3 2.5.4 2.6 2.6.1 2.6.2 2.6.3 2.6.4 2.6.5 2.7 2.7.1 2.7.2 2.8 2.8.1 2.8.2 2.8.3 2.9 2.9.1 2.9.2 2.10 Sustainability Governance Social, Societal and Environmental Risks Social Responsibility Attracting Talented Individuals Developing Knowledge and Know‑how Preserving Health, Safety and Well‑Being in the Workplace Rewarding and Retaining Talents Promoting Diversity and Inclusion Societal Responsibility Philanthropy: Committing to Education and Research Innovate for a Sustainable Future Secure and protect Data Environmental Responsibility Overseeing Impacts: Climate Governance Driving Action: Climate Strategy Foster Resilience: Climate Risk Management Monitoring Progress: Climate Metrics and Targets Business Ethics and Vigilance Plan Promoting Strong Business Ethics Striving for Transparent Business Relations Committing to Ensure Respect for Human Rights and Fundamental Freedoms Maintaining an Appropriate Vigilance Plan Committing to a Responsible and Transparent Tax Policy Environmental, Social and Governance Metrics Environmental, Social and Governance Performance Metrics EU Taxonomy Indicators Reporting Methodology Methodology of Social, Societal and Business Ethics Reporting and Vigilance Plan Methodology for Environmental Reporting EU Taxonomy Indicators Methodology Appendices Glossary of Abbreviations EU Taxonomy appendices Independent verifier’s reports 2.10.1 2.10.2 Independent third party’s report on consolidated non‑financial statement presented in the management report Limited assurance report from one of the Statutory Auditors on Dassault Systèmes’ key performance indicators of the European Taxonomy regulation for the year ended December 31, 2022 2.11 Statutory Auditors’ Attestation on the information relating to the Dassault Systèmes SE’s total amount paid for sponsorship 57 60 61 61 63 64 66 68 70 70 74 79 83 84 85 94 102 108 108 111 113 114 116 118 118 125 131 131 132 133 138 138 139 142 142 146 148 2 2 53 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Social, Societal and Environmental Responsibility 2 Dassault Systèmes’ purpose is to provide businesses and people with 3DEXPERIENCE universes to imagine sustainable innovations capable of harmonizing product, nature and life. The 3DEXPERIENCE platform makes it possible to design virtual twins of a product, material, manufacturing process or an entire system, and to test all its potential features, without having to use physical prototypes. The virtual world thus acts as a space for expressing and testing ideas, in a manner that respects the planet’s natural environment and its resources; in other words, it is an essential lever helping customers to transform their business model toward a more sustainable one. Thanks to the 3DEXPERIENCE platform, virtual twins act as innovation catalysts for a more circular economy. The white paper “Designing Disruption: the Critical Role of Virtual Twins in Accelerating Sustainability”, published jointly with Accenture in 2021, concretely demonstrates how virtual twin technology can help drive a sustainable economy. Using five industry use cases, this paper puts forward the view, that multiscale and multiphysics modeling could potentially reduce greenhouse gas emissions by 7.5 GtCO2‑eq by 2030, equivalent to one year’s worth of emissions from the global transportation sector. Sustainability is at the heart of Dassault Systèmes’ mission. As part of this mission, the Company is implementing its sustainability strategy through priority actions: — committing to environmentally Sustainable Operations: optimizing the environmental footprint according to the recommendations of the Paris Agreement by reducing Dassault Systèmes’ greenhouse gas emissions and by encouraging its suppliers to engage in a similar approach; — designing Solutions enabling Dassault Systèmes’ Customers to reduce their Environmental Footprint: harmonizing the portfolio by facilitating positive‑impact innovation by customers; — developing Human Capital in respect of Diversity and Ethics: promoting gender equality, ethics and compliance, and leverage employee engagement. In order to respond to the climate emergency, each of these priority actions has been defined according to measurable objectives for 2025 or 2027. Their performance is detailed in paragraphs 2.5.4 “Monitoring progress: Climate Metrics and Targets” and 2.7 “Environmental, Social and Governance Performance Metrics”. 54 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility › Sustainability objectives Dassault Systèmes has revisited its sustainability objectives in 2023 to replace some internal metrics by indicators aligned on external referentials (EU Taxonomy, SBTi). The Company has thus removed the carbon intensity target of 5 tCO2‑eq/full‑time‑equivalent, the target of 2/3 of new licenses revenue generated by Sustainability Solutions, as well as the 5,000 stakeholders engaged; these 3 indicators are no longer considered accurate. › Commitments to employees Employees are one of the Company’s most precious assets, at the heart of its mission and long‑term development. Dassault Systèmes aims to be acknowledged as a leading employer that engages talents and ensures sustainable employability in all its forms. Sharing the same values is a major stake as they underpin the employees’ daily interactions within the Company, with its customers and more broadly in its ecosystem. Open communication and collaboration are an integral part of the Company’s culture, allowing each and every employee to imagine, inspire and create new experiences. Diversity and the creation of inclusive teams are part of the objectives to enable mutual enrichment of knowledge and to encourage creativity around meaningful projects. 2 2 55 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Social, Societal and Environmental Responsibility 2 › Climate commitments Dassault Systèmes is committed to take action to reduce its greenhouse gas emissions and to participate in climate its change mitigation and adaptation by supporting ecosystem of customers and partners. In addition to its commitment to the United Nations Global Compact (see Communication On Progress in paragraph “Cross‑reference tables”), to the Task Force on Climate‑related Financial (TCFD), and to the Science‑Based Targets Disclosure initiative (SBTi), the Company signed the “We Mean Business Coalition” statement in 2021, through which it renewed its commitment to help limit global warming to 1.5°C and reduce global greenhouse gas emissions by 50% by 2030. By signing the Action Declaration on Climate Policy Engagement launched by Corporate Knights, Dassault Systèmes also reaffirmed its commitment to support climate action aligned with the Paris Agreement. In addition to these initiatives, Dassault Systèmes also committed to work with other stakeholders to fight climate change at COP27. To this end, Dassault Systèmes teamed up or continued to work with several non‑profit organizations (see paragraph 2.5.2 “Driving action: Climate strategy“). Dassault Systèmes raised the level of its standards by submitting a new version of its greenhouse gas emission reduction targets to the Science‑Based Targets initiative (see paragraph 2.5.4 “Monitoring progress: Climate Metrics and Targets”). This new submission covers a broader scope of its activities and types of emissions and uses more precise assessment methodologies. Dassault Systèmes has also launched a review of its internal Sustainability role, assigned to certain employees. It recognizes the change agents in each of the Company’s main organizations and assigns them missions that contribute to achieving these reduction objectives. › Commitments to customers increased its support to In 2022, Dassault Systèmes customers by providing solutions to meet their decarbonization objectives. Sales forces are now provided with tools to identify and promote mitigation levers from the sustainable solutions portfolio. New customer deployments cases documented the environmental contribution achieved by Dassault Systèmes’ solutions. Considering that most environmental impacts are identified during the product design phase, in 2022 the Company developed an eco‑design training program for its customers and partners. The aim is to provide as many people as possible with the basic knowledge required to adopt the eco‑design method and to use the Life Cycle Assessment tool built into Dassault Systèmes’ solutions. The Company has also defined, in line with its objective to enable sustainable innovation, a 3DS Acceptable Use Policy. In accordance with this policy, Dassault Systèmes does not engage with new customers falling under certain criteria nor develop dedicated products or services in four sectors. These sectors are thermal coal, tobacco (including e‑cigarette production), “universally prohibited” weapons, and oil & gas when no public commitment to reduce carbon emissions has been made (see also paragraph 2.6.3 “Committing to Ensure Respect for Human Rights and Fundamental Freedoms”). › Education and Research Commitments Dassault Systèmes is continuing to be committed to research and education through the philanthropic commitments of La Fondation Dassault Systèmes, as well as the dedicated missions of the 3DEXPERIENCE Edu organization and the 3DEXPERIENCE Lab. Dassault Systèmes and its Fondation support initiatives aimed at creating a fairer educational system and fostering academic ambition and commitment among all students, boys and girls alike, irrespective of their social, cultural or geographical background. The approach encompasses as well specific initiatives in underprivileged areas, where education is a key priority, as well as educating youth on environmental issues, and strengthening the collaboration between the education system and the business world and industry players. The Company and its Fondation also support those who strive to create a more sustainable world for all on a daily basis, helping them expand the boundaries of knowledge through virtual universes in various fields such as health, sustainable materials, ocean preservation and heritage. 56 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Sustainability Governance 2 Through the dedicated missions of the 3DEXPERIENCE Edu organization and the 3DEXPERIENCE Lab innovation laboratories, and drawing on a portfolio of sustainable solutions as well as strategic alliances and trusted partners, Dassault Systèmes is innovating for a sustainable future. Dassault Systèmes prepares and develops tomorrow’s talents by providing them with the necessary skills to create disruptive projects aimed at moving toward a more sustainable future. The Company estimates that more than 8 million learners have used this year one or more of its technologies in 2022 in initial or lifelong training. The Company is fostering and supporting startups and disruptive innovations having a sustainable and positive impact on the world and the society, in order to support breakthrough products and services stemming from various industries, by tapping collective intelligence in order to drive society forward. It has increased its position as strategic partner for disruptive innovation by opening, in 2022, a fourth innovation laboratory in Munich. › Transparency commitments related to non‑financial policies and performance In 2022, Dassault Systèmes further improved its Environmental, Social and Governance (ESG) performance, achieving CDP B score (“Environmental Management”), which indicates that the Company has taken the environmental impacts of its activities into account and that it ensures good environmental management. Dassault Systèmes also retained its place in the FTSE4Good index and joined the Euronext Eurozone ESG (Large 80) index. The Company was recognized as a leader for the first time by MSCI, being assigned an AAA rating, and was awarded the Platinum Medal in the EcoVadis questionnaire, joining the 99th percentile of the best‑rated companies by this platform. In 2022, Dassault Systèmes joined the Dow Jones Sustainability Index (DJSI) for the second consecutive year, ranking in the top 1% (99th percentile) of companies rated and taking 4th place among 340 companies assessed in the software sector. The Company was recognized, in particular, for its climate strategy, its innovation management and its human capital development. that unsolicited ESG performance evaluation Aware questionnaires do not always allow for a proper assessment of the specific characteristics of each company, especially when it comes to understanding its business model, governance and corporate culture, the Company requested an independent evaluation to be conducted by the ESG rating agency Standard & Poor’s Global ratings (S&P). Dassault Systèmes’ score of 84/100 is better than the average score of 65/100 for the technology sector and all companies evaluated by this agency. In its report, S&P highlights the Company’s key ESG strengths, including its management of greenhouse gas emissions and waste, its consideration of employees and diversity, and its levels of transparency and reporting. Awareness, culture, and board decision‑making on these issues were also rated as excellent, with a long‑term preparedness score of +9. S&P also recognized the successful development and execution of the Company’s long‑term strategy, anchored in innovation and science, helping to make its solutions offering relevant to a growing range of industries. In 2023, Dassault Systèmes will continue its efforts to combat climate change and will continue to strengthen the quality of information provided to stakeholders, while sharing the progress of its work, in particular through the main non‑financial questionnaires. (See paragraphs 1.8 “Environmental, Social and Governance Performance” and 2.7 “Environmental, Social and Governance Metrics” for more details). 2.1 Sustainability Governance In February 2012, and driven by the Chairman and Chief Executive Officer, Dassault Systèmes published its purpose, which aims at contributing to sustainable development in all its components: to provide business and people with 3DEXPERIENCE universes to imagine sustainable innovations, capable of harmonizing products, nature and life. This purpose determines not only the selection of acquisitions and product developments but also the culture and values of the Company and of each one of its organizations. Social, societal and environmental responsibility is thus central to Dassault Systèmes’ strategy and its achievements. It is applied to all levels of the Company: — the Board of Directors considers sustainability as part of its reviews and decisions on the strategy, according to French law and its internal rules. The Board sets multi‑year strategic guidelines in this field, in accordance with the AFEP‑MEDEF Code; — Dassault Systèmes appointed an independent director to act as lead director with regard to sustainability issues within the Board of Directors. The lead director reviews Dassault Systèmes’ ESG targets, action plans and achievements before reporting on these matters to the Board; 2 57 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES — the Sustainability Steering Committee brings together the executive managers of the Company’s key functions four times a year to discuss action plans and progress in support of the sustainable development strategy. The Committee is co‑chaired by Florence Verzelen, Executive Vice President, Industries, Marketing & Sustainable Development, and Thibault de Tersant, Executive Vice President, Corporate Secretary of Dassault Systèmes; — the Chief Sustainability Officer is the Committee’s secretary. She leads Dassault Systèmes’ sustainable development strategy around three pillars: – Expertise, which orchestrates environmental reporting operations, the management of extra‑financial ratings and the animation of the network of ESG contributors so that they share their best practices, – Ecosystem, which institutional, academic, analyst and integrator partners on sustainable development issues, interacts with all – Engagement, which supports strategic clients in their sustainability challenges, as well as the development and the solutions portfolio, particularly in line with the sustainable development factors retained by the EU Taxonomy. the deployment of This involves the animation of: — a network of more than 40 Sustainability Leads, who implements the Company’s sustainability strategy in the geographical areas, brands and industries; — the Zero Carbon Team, which brings together the seven key functions committed to achieving science‑based carbon reduction targets. In 2021, the Finance Department created a Sustainable Finance and Procurement unit in charge of ensuring the reliability of the reporting process and non‑financial information, the calculation of indicators relating to the EU Taxonomy and the risk assessment on the basis of climate scenarios. 2 Social, Societal and Environmental Responsibility Sustainability Governance — each committee of the Board of Directors (all composed exclusively of independent directors) is in charge of sustainability as it relates to its missions: – the Scientific Committee reviews the evolution of Dassault Systèmes’ sustainability solutions portfolio and analyses the potential technological breakthroughs impacting its market, – the Audit Committee includes in its annual program the review of new ESG reporting requirements and all related matters, – the Compensation and Nomination Committee reviews certain governance matters including succession plans for executive officers and members of the Executive team, their compensation, and retention and long‑term incentive plans for Company executives and employees. In particular, the Committee reviews the performance criteria, including the ESG indicator, for the annual variable compensation of the executive officers; — the members of the three Board of Directors Committees now meet at two annual sessions: one dedicated to sustainability issues and the other one dedicated to risk prevention and management within the Company, including ESG risks (see “Sessions of Independent Directors (annual executive sessions)” below); — the annual variable compensation of the executive officers and members of the Executive Operating Committee is partly based on a multi‑criteria ESG indicator. The vesting of performance shares granted in 2023 to the executive officers (as well as to Dassault Systèmes’ eligible employees) will also depend in part on an ESG indicator; — within the Operations Executive Committee, Florence Verzelen, Executive Vice President, Industries, Marketing & Sustainable Development, is responsible for Dassault Systèmes’ sustainability roadmap, in terms of product development strategy to help customers become more sustainable (handprint), and the management of Dassault Systèmes’ environmental footprint; 58 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Sustainability Governance 2 2 59 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Social, Societal and Environmental Risks 2.2 Social, Societal and Environmental Risks Dassault Systèmes reviewed its enterprise risk management approach in 2022, with the objective of strengthening its processes for identifying, assessing and managing potential impacts and monitoring remediation plans. The Company hired a specialist consultancy firm to review the risk universe previously used and structure a new version with the lights of an industry‑level benchmark. The new risk universe of Dassault Systèmes is divided into four categories: human capital risks, legal and compliance risks, financial and strategic risks, and operational risks. These risks are analyzed in detail to determine the level of risk and are assessed on three dimensions: impact on strategic position, impact on image and reputation, and financial impact, as presented in the paragraph 5.2 “Internal Control Procedures and Risk Management”. As part of this risk universe, 17 are related to Social, Societal and Environmental issues that could impact the Company’s long‑term resilience. These 17 risks include the 26 general sustainability issues defined by the Sustainability Accounting Standards Board (SASB). Some of these risks have been grouped together to better reflect their significance within Dassault Systèmes’ overall risk portfolio. Sustainability issues considered critical to the software and IT services sector according to SASB were prioritized and reassessed using the new methodology deployed in 2022, in order to bring the sustainability risk assessment, lastly performed in 2018, up to date. For this purpose, key members of the Dassault Systèmes Executive Committee as well as internal experts and operational managers for each risk were interviewed to assess the potential impacts, and to identify preventive measures and best practices implemented. A risk‑management function was also created and is managed by the Deputy General Secretary, supported by the Internal Audit department. This function is composed of: — a Risk Management Steering Committee, made up of representatives of the Legal department, the Sustainable Finance & Procurement department, and the Internal Audit department, and overseen by the General Secretary. Representatives from other departments are called upon to contribute when necessary, and in particular the heads of the Cybersecurity, Employee Health and Safety, Information Systems, and Compliance departments; — specific committees that are part of the Company’s governance also ensure the relevance of these assessments and the controls put in place: – the Cybersecurity Steering Committee on cybersecurity risks related to infrastructure, R&D and the cloud, 60 – the Ethics Committee on corruption, compliance and any other risk related to business ethics, – an Audit Committee in its mission to review the process of elaborating the extra‑financial performance reporting, – the Board of Directors (composed exclusively of independent directors), which periodically reviews Dassault Systèmes’ risk universe, the assessment of these risks, in particular risks relating to sustainability issues, and the associated governance. Based on the results of this assessment, social, societal and environmental risks likely to have a significant impact can be grouped into the categories below. After taking into account the policies implemented, risks that are still considered as significant are presented in the paragraph 1.9.1 “Risks related to the Business”. — Human Capital, including the ability of Dassault Systèmes to promote diversity and equal treatment, to attract the talented individuals on the global employment market, to support the development of knowledge and know‑how, to develop employee engagement, to preserve their health and safety, and to retain our talents (see paragraph 2.3 “Social Responsibility”); — Social Capital, including personal data protection (see paragraph 2.4.3 “Secure and protect Data”); — Environment, including the management and reduction of the Company’s greenhouse gas emissions, the management of its energy consumption, compliance with regulations, the processing and recycling of its waste electrical and electronic equipment, and its actions in favor of the circular economy (see paragraph 2.5 “Environmental Responsibility”); — Business continuity risks – in particular those relating to the Company’s cloud operations, as well as risks to access to key resources and equipment within a reasonable timeframe and at reasonable prices, and those related to the reliability of its software solutions; — Leadership and Governance, including Dassault Systèmes’ ability to: – promote strong business ethics. The impacts of the Company’s activities with regard to Human Rights are assessed as part of the Vigilance Plan. The effectiveness of its corruption prevention measures is subject to specific mapping, updated periodically. As with the prevention of tax evasion, they do not represent main risks and are covered under the Company’s Code of Business Conduct (see paragraph 2.6 “Business Ethics and Vigilance Plan”), DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Social Responsibility 2 Given the nature of the Company’s activities, issues relating to food waste, the fight against food poverty, respect for animal wellbeing, responsible, balanced and sustainable food choices, and collective bargaining and their impact on the Company’s economic performance do not represent risks likely to have a significant impact, and therefore do not require discussion in this chapter. However, for transparency employees’ purposes, on representation and collective bargaining agreements in Europe is included in this chapter. independent information – support breakthrough and service projects initiated by startups, communities of innovators and research laboratories (see paragraph 2.4.2 “Innovating for a Sustainable Future”), innovation product – manage the impact of digital technology on people and society in collaboration with players from civil, economic and scientific society. These categories are the basis for Dassault Systèmes’ non‑financial performance statement and are documented in view of associated policies and procedures, upcoming measures and the definition of key performance indicators. 2.3 Social Responsibility The social responsibility approach is entrusted to the Human Resources and Information Systems team, including the Real Estate department. The definition and implementation of related policies are based on a global network of employees composed of experts and operational staff, at global and local level. Projects and indicators are managed through dashboards in the 3DEXPERIENCE platform. The operational monitoring system, which combines people analytics and data science including a predictive component, supports decision making process and implementation of appropriate action plans. Dassault Systèmes is organized around main functions (R&D, Sales, Marketing and Services and Company’s General Administration) serving its brands and main markets within three large geographical regions. As of December 31, 2022, the total workforce was 22,523 employees covering subsidiaries in which Dassault Systèmes has more than a 50% shareholding, representing an increase of 9.9% compared to December 31, 2021. Reflecting Dassault Systèmes’ international dimension, 38% of the Company’s workforce is located in Europe, 29% in the Americas and 33% in Asia, covering 43 countries of operation. In 2022, 5,022 new employees joined the Company, 97.2% of these through recruitment and 2.8% through newly acquired companies. This growth in the workforce brings the breakdown by activity to: — 41% in R&D; — 46% in Sales, Marketing and Services; — 13% in Company’s General Administration. 99% of employees are on permanent contracts and are recruited locally, thus contributing to job creation and economic development in each country where Dassault Systèmes operates. 2.3.1 Attracting Talented Individuals Dassault Systèmes’ growth is based in particular on its ability to attract talented individuals motivated by the Company’s ambition, thus reinforcing the expertise and complementarity of its employees. On the global employment market, competition, especially for high‑tech skills, has intensified. Dassault Systèmes’ value proposition is founded on its purpose, which contributes to sustainability in many fields, as well as its passion for breakthrough innovations, in an international and multicultural context. The Company strives to be acknowledged as a leading employer that attracts and engages talents, contributing to their development and ensuring sustainable employability in all its forms. In order to achieve these objectives, candidates’ sourcing and identification requires coherent and diversified solutions. 2.3.1.1 Referral program Referrals allow to promote Dassault Systèmes through its employees’ network and leverage career opportunities worldwide. Any employee can recommend a candidate via a dedicated application, which is part of the 3DEXPERIENCE platform. In 2022, more than 40 countries conducted a campaign to accelerate this program, which included periods when the associated bonus was increased and job openings were promoted, resulting in over 44,000 applications. 2 61 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Social Responsibility 2.3.1.2 Academic relations In order to allow future talents to validate their academic career with work experience in an innovative environment, 1,500 internship and apprenticeship opportunities were posted worldwide and promoted to a network of more than 450 higher education institutions and universities. The aim is to offer students career opportunities by proposing them to join Dassault Systèmes after graduation, in particular through professional missions abroad as part of an International Corporate Volunteer program. Dassault Systèmes is involved in various initiatives that contribute to students’ academic training program, such as: — the Living Heritage project, which enables students, guided by employees, to create virtual twins of six historical monuments listed by UNESCO as world heritage sites; — a partnership with the Formula Student team at the École Polytechnique Fédérale de Lausanne, for the design and production of efficient and reliable electric vehicles. This initiative enables engineering students to acquire skills in complex processes and design of highly technical prototypes. 2.3.1.3 Internal hiring The Company’s attractiveness is also based on its ability to support the professional development of its employees in order for them to achieve personal fulfillment. Internal mobility enables employees to increase their expertise and know‑how in Dassault Systèmes’ solutions and the industry segments addressed. In this sense, the My Journey application allows each employee to define a career development project. All employees can connect to the My Job Opportunities application, which provides real‑time access to available jobs, allows them to apply online and follow the progress of their application. 2.3.1.4 Employer brand Dassault Systèmes communicates through various channels, including social networks, to promote the Company’s purpose, careers, job openings and events organized in collaboration with educational institutions. The website provides information on the Company’s culture and values, sustainability commitments, benefits, inclusion and diversity initiatives, as well as career development programs. In 2023, a candidate relationship management digital solution will be rolled out. Combined with a new approach to strategic workforce and skills planning, it will improve the creation of future talent pools and the ability to recruit from them. With candidate and student experience central to recruitment processes, Dassault Systèmes: its — is accredited with the World Choose My Company – HappyIndex Trainees and Choose My Company – HappyIndex Candidates labels, which were awarded across various countries; — is listed in Universum France “The Most Attractive Employer” rankings for students and professionals. 2.3.1.5 Main indicators Job offers filled Job offers filled under permanent contracts Job offers filled by referral Conversion of interns and apprentices (1) Job offers filled by internal hires (2) 2022 4,722 97.4% 18.7% 29.6% 26% 2021 2020 3,875 96.4% 17.5% 28.6% 29.8% 1,729 95.1% 24.3% 9.8% 36.9% (1) Percentage of conversion, under permanent or fixed‑term contracts, of the total number of interns and apprentices, whether they continue their educational training or are graduated. (2) Percentage of job offers requiring at least three years’ professional experience filled with internal candidates. 62 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Social Responsibility 2 2.3.2 Developing Knowledge and Know‑how the its ability to very beginning, Dassault Systèmes has Since demonstrated in the field of innovate 3DEXPERIENCE universes, enabling its clients to accelerate their transformation and imagine sustainable solutions. This individual and collective capacity is embodied in one of the Company’s values, “Passion to Learn”. 2.3.2.1 Learning experiences The training and certification process is driven by the 3DS University and aims to offer development initiatives in line with the Company’s activities. Through the 3DEXPERIENCE University application, it offers all employees a portfolio of trainings and knowledge‑acquisition experiences in areas relating to solutions and business expertise. It also aims to pass on to each employee the knowledge of the Company’s purpose, values, brands and the adoption of the 3DEXPERIENCE platform. In order to strengthen career development approach and the Company’s agility, skills from a standardized referential, covering knowledge and know‑how, are included in the different roles whose model is reviewed every year. They allow employees to assess themselves in consultation with their managers and to reinforce certification programs aimed at on‑the‑job specialization, expertise and social learning. In line with the sustainable innovation goal, a training program addressing the challenges of climate change has been made available to all employees, enabling them to identify both individual and collective solutions and actions. More than 4,200 people, both women and men, have managerial responsibilities, support human capital in their career development and play a key role in employees’ commitment and motivation. The training portfolio for managers is designed to provide them with an in‑depth knowledge of the processes for managing performance, recognition and development of individuals and teams. The associated certification program provides managers with a base of managerial skills and allows them to develop their leadership and communication skills to motivate their teams around common goals and Company values. Open communication and contribution are an integral part of Dassault Systèmes’ culture and are embodied in the business methods. The 3DS University is therefore part of the Company’s model to develop long‑term knowledge and 2 know‑how by both connecting experts through communities and involving them in the creation of certification programs. As part of the annual performance appraisal and collective collaboration on company projects, each person may request social feedback contributions from other employees contributing to confirm demonstrated strengths and areas for development. The portfolio of certifications includes 89 role‑related programs, 117 brand‑related programs and 110 programs related to industry segments, and is supplemented by more than 10,000 training courses aimed at developing specific skills. In 2022, 79 new programs, over 26,700 certifications and nearly 535,000 training hours were delivered. 2.3.2.2 Ethics, compliance and cybersecurity trainings In line with Dassault Systèmes’ commitment concerning business ethics and corporate responsibility (see paragraph 2.6 “Business Ethics and Vigilance Plan”), the Code of Business Conduct and Personal Data Protection training programs have been updated, including in particular a presentation of the Whistleblowing procedure and each employee’s acknowledgment of the rules set in the Code. To ensure that employees master the fundamentals of ethics, compliance and anti‑corruption, these trainings must be completed on an annual basis. In a context where the cyber threat is increasingly high and challenging for all parties within the Company, a multi‑year cybersecurity training program adapted to each role was developed in 2021. As part of this program, training available to all employees became mandatory in 2022 and will have to be completed every 2 years to ensure they are in a position to identify and avoid the pitfalls associated with digital communications. Training is offered to developers on security by design, covering code, architecture and software life‑cycle; all members of the Information Systems department are trained on networks and systems security fundamentals. Each cybersecurity expert can obtain internationally recognized certifications to enhance and increase their knowledge and know‑how. In addition, an objective covering compliance with Company policies, mandatory trainings and the enforcement the annual of cybersecurity performance appraisal. integrated rules into is 63 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Social Responsibility 2.3.2.3 Main indicators Employees who received training Average number of training hours (1) Employees certified to Company’s knowledge and values People managers certified Employees trained in cybersecurity Employees trained on ethics and compliance (2) 2022 2021 2020 98.7% 27.9 90.5% 80.8% 98.6% 99.2% 90.9% 28.9 83.1% 81.8% ‑ 98.6% 87.6% 23.5 72.4% 75.8% ‑ 98.2% (1) For employees who received training. (2) Average percentage of permanent employees who completed mandatory trainings on Code of Business Conduct, Personal Data Protection and Anti‑Corruption. 2.3.3 Preserving Health, Safety and Well‑Being in the Workplace Dassault Systèmes’ commitments, which are included in the Code of Business Conduct and the Corporate Principles of Social Responsibility, aim to provide all employees with working conditions that guarantee their health and safety, in compliance with applicable laws and regulations. 2.3.3.1 Safety of individuals and property Four major policies lay down the scope of application, the measures and procedures as well as the responsibilities of all contributors. These policies cover employees in the business activities, customers, partners and service providers during their presence on Company’s sites or at events organized on behalf of Dassault Systèmes. Safety standards are defined and their implementation is evaluated through a questionnaire completed in collaboration with sites’ managers. These assessments allow, if necessary, to draw up action plans. Standards are supplemented by site maintenance procedures designed to ensure compliance with applicable security norms. The safety policy and instructions applicable when organizing internal or external events are shared with all employees and define the stakeholders’ roles and responsibilities. The business travel policy provides required recommendations upon destination, as well as a list of high‑risk countries requiring prior authorization. Employees also benefit from an international medical and security assistance service before, during and upon return from travel, as appropriate. In addition, a crisis management protocol sets out the procedures for emergency response, organization and communication overseen by a specific committee. This framework is enhanced by the use, if required, of a mass communication tool enabling to provide employees with emergency information. 2.3.3.2 Healthcare and disease in the workplace In 2022, previously undertaken actions to manage the COVID‑19 pandemic were continued, in particular through preventive measures relating to employees’ health, working living conditions. The specific governance system and implemented was maintained and adapted according to the evolution of the health situation. General on‑site employee health and safety recommendations have been regularly updated as per the directive of each country where the Company operates. In order to help employees look after their own health and that of their colleagues, an online training module is available to help identify emergency situations and respond using life‑saving actions. In October 2021, Dassault Systèmes launched an initiative to better address the issues of cancer and chronic diseases in the workplace. On January 7, 2022, the Company signed the Cancer@Work charter in France to promote better awareness and understanding of the impact of such diseases in the workplace. Working alongside this non‑profit organization, Dassault Systèmes open a questionnaire to 4,000 employees in order to understand the perceptions and expectations, particularly of those directly or indirectly affected by the disease, which led to 16 action plans being identified, involving more than 70 volunteer employees. Various initiatives were undertaken, such as two listening and support platforms for all, as well as training for human resources teams and managers to help them better understand the specific characteristics and consequences of illness. The Company has been involved in conferences on the topics of health and reconciling illness and work, notably with the Cercle InterElles and technological and scientific companies. The project team named “Promouvoir l’activité physique” (“Promoting physical activity”) encouraged and facilitated participation in charity races to benefit research and various associations, which also made it possible to fight against a sedentary lifestyle. Many events were organized as part of the Pink October campaign, including prevention activities in collaboration with the Institute for care and research Gustave Roussy and the non‑profit organization La Ligue contre le Cancer. On November 15, 2022, Dassault Systèmes was awarded the 64 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Social Responsibility 2 Cancer@Work level‑2 label, aligned with the Global Reporting Initiative’s social responsibility standards, for its cancer‑related actions held in France. Dassault Systèmes is committed to joining the Working With Cancer pledge in March 2023, which aims to create a supportive work environment for employees affected by cancer as well as a culture that supports their recovery and the resumption of their professional career. Formalized in a socially innovative program named We Care for Your Health program, this initiative is intended to be deployed in all countries in which Dassault Systèmes operates. 2.3.3.3 Work‑life balance It is essential to reach a balance between on‑site and remote work that ensures harmony between professional and personal life, maintains collaboration and a sense of belonging to Dassault Systèmes. In 2021, Dassault Systèmes defined a global flexible work policy, deployed in France in collaboration with unions under collective agreement framework, and in the United States. In 2022, this policy was rolled out to a total of 37 countries, representing nearly 90% of employees, enabling them to work remotely one or two days a week. It will contribute to reduce time and environmental impact of employees’ commute (see paragraph 2.5.2 “Driving Action: Climate Strategy”). This new way of working is carried out in a secure manner. Remote connection is provided through VPN solutions and is authorized for employees who have read the IT charter and completed ethics, compliance and security trainings (see paragraph 2.3.2 “Developing Knowledge and Know‑ How”). This approach is complemented by employee support measures to preserve balance and quality of life, particularly in terms of connection ethics and health monitoring. In accordance with the Company’s Corporate Principles of Social Responsibility, Dassault Systèmes’ commitment also covers working hours and takes care to: 2.3.3.5 Main indicators Absenteeism – Illness Absenteeism – Occupational Accidents Absenteeism – Maternity and Paternity Leave Satisfaction Work Environment (2) Permanent employees working part‑time Permanent employees benefiting from a leave of absence (3) — accommodate employees’ requests for part‑time work and forms of statutory leave or leave of absence, in compliance with local laws and regulations and upon operational activities; — ensure that workload is taken into account in the annual objectives’ definition and their annual assessment, to maintain a positive work‑life balance, which is confirmed in the related interview reporting document. 2.3.3.4 Satisfaction work environment Each site reflects the Company’s spirit and identity. It hosts and contributes to the well‑being of employees, potential talents, customers and partners. The quality of physical environment is thus core to the real estate strategy. Dassault Systèmes is committed to providing sustainable workspaces (see paragraph 2.5.2 “Driving Action: Climate Strategy”), comfortable and collaborative and provide employees with on‑site services. Thus, the three main sites – namely the 3DS Paris Campus in France, the 3DS Boston Campus in the United States and the 3DS Pune Campus in India – offer a wide range of services, including large restaurant and relaxation facilities and a sports hall. The 3DS Paris Campus also provides a concierge service. A demonstration area for ergonomic solutions is available at the 3DS Boston Campus. Each year, an internal survey (see paragraph 2.3.4 “Rewarding and Retaining Talents”) measures employee satisfaction with their work environment. In 2022, it was ranked at nearly 78%. The Company is continuing actions towards the quality of work spaces, notably with the construction of a fifth building by 2023 on the 3DS Paris Campus in France and a new building, by the end of 2024, on the 3DS Pune Campus in India. 2022 2021 2020 2.1% 0.01% (1) 0.6% 77.6% 2% 1.4% 2.2% 0.02% 0.7% 77.5% 2.3% 1.8% 2.3% 0.01% 0.5% 79.8% 2.4% 1.4% (1) Corresponding to a lost‑time injury rate of 0.1 estimated on the basis of 200,000 hours worked. (2) Satisfaction rate of the employee experience on the Company’s sites measured by an annual satisfaction survey. (3) Including end‑of‑career leave. 2 65 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Social Responsibility 2.3.4 Rewarding and Retaining Talents Dassault Systèmes believes that its purpose gives meaning to the professional lives of its employees. To ensure the competitiveness of its employer offering, the Company is committed to continuous improvement based on open communication, which is an integral part of its culture, to imagine, inspire and create new experiences for employees. 2.3.4.1 Compensation, benefits and employee shareholding program Dassault Systèmes’ commitments are to compensate employees at or above the levels set by applicable laws and regulations and to provide all legally required benefits, as set out in the Company’s Corporate Principles of Social Responsibility. As such, Dassault Systèmes’ value proposition is based on a total reward approach aimed at ensuring that each and every employee benefits from an attractive policy. roles within function and The annual compensation is made of a fixed salary and a variable component, the rules of which depend on the the Company’s employee’s reference framework. Salary ranges are analyzed each year to ensure that they are in line with high‑tech market practices. Compensation reviewed annually and differentiated according to the individual performance of each employee. Upon global or local context, whether in terms of the economy or competition, specific measures can be defined. Thus, 80% of employees in 30 countries benefited from an additional compensation review budget, effective July 1, 2022, to take account of inflationary trends. is In accordance with local regulations and practices, Dassault Systèmes’ policy aims to offer social protection and various benefits. In addition to the mandatory plans, depending on the country, the Company offers supplementary health and welfare coverage, including death, disability and incapacity coverage, as well as additional compensation during maternity and paternity leave. Employees may be granted for various forms of benefits, including transportation, childcare, vouchers and discounts. Since January 1, 2022, the Company implemented a Global Benefits Management program aiming to adopt a consistent governance and approach toward its practices in order to ensure long‑term competitiveness. At the end of 2022, this program covers 18 countries, and its rollout will continue over the next two years. In order to offer as many of employees as possible the opportunity to be involved in the Company’s project and growth, an employee shareholding program was launched in 20 countries in 2021, representing nearly 98% of the workforce on the plan’s opening date. This operation allowed employees to subscribe to a leveraged shareholding scheme at a 15% discount and offering a capital guarantee in euros. A new employee shareholding program will be implemented in 2023 in 23 countries, adding 3 additional countries in order to be as inclusive as possible considering the local legal and tax constraints. 66 All of these measures ensure that each employee receives sufficient compensation to achieve a decent standard of living, as set out in the United Nations Universal Declaration of Human Rights. 2.3.4.2 Key Talents retention Career development is an important trigger for talents’ engagement and retention. Internal mobility and knowledge and know‑how acquisition policies enable employees to adapt and develop their skills in line with the Company’s activities and evolution (see paragraphs 2.3.1 “Attracting Talented Individuals” and 2.3.2 “Developing Knowledge and Know‑how”). The human capital development policy includes a process for identifying key employees and developing succession plans covering more than 200 positions with high‑level responsibility. This process aims to identify for each position up to three talented individuals with leadership potential and allows specific measures to be implemented. long‑term incentives, Key employees may be granted notably through grants of Dassault Systèmes performance shares or share subscription options. This allocation is made to each person depending on their individual performance and level of responsibility (see paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE”). Two specialized programs, GLOW and Talent Journey, are dedicated to developing talents and future managers pool. These programs, structured over a period of 7 to 10 months, are designed to grow strategic and leadership skills through group training and case scenarios on transformation projects defined by the Company. They offer participants the opportunity to present their work to members of the Executive team. 2.3.4.3 Achievements’ Pride and Recognition As innovation is an integral part of the Company’s DNA, a number of initiatives have been undertaken to foster pride and recognition of achievements and an understanding of the Company’s strategy. Since 2004, the most innovative projects carried out by Dassault Systèmes teams around the world are rewarded each year, thus encouraging collaboration. The projects submitted are selected through a vote by employees, and by a jury composed of members of the Executive team. The 2022 edition of the 3DS INNOVATION Forwards registered 377 candidate projects, representing 3,033 employees, and rewarded 51 projects, involving 615 people. In 2022, 1,185 employees in 17 countries participated in the first Climate Fresk workshops, which generated nearly 192 innovative ideas for a more sustainable economy, based on Dassault Systèmes’ solutions’ portfolio (see paragraph 2.5.2 “Driving Action: Climate strategy”). Actions aimed at fostering the sustainability of the ecosystem are promoted through the skills sponsorship policy of La Fondation Dassault Systèmes (see paragraph 2.4.1 “Philanthropy: Committing to Education and Research”). The Company also DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Social Responsibility 2 supports participation in social and societal initiatives for the benefit of local non‑profit associations in the different countries in which it operates. which vary from country to country, such as compensation policy, measures to promote professional equality, compliance with working hours’ rules and the right to disconnect. 2.3.4.4 Freedom of association and collective bargaining 2.3.4.5 Employee engagement Dassault Systèmes is committed to respecting its employees’ right to associate freely, form and join workers organizations of their own choosing, and bargain collectively as permitted by and in accordance with applicable laws and regulations. In line with the freedom of association, Dassault Systèmes has an independent employees’ representation: — at the local level, with representatives elected by employees, or union representatives; — at the supranational level, through the Committee of the European Company covering all countries within the European Economic Area as well as the United Kingdom, whose retention in the scope of this committee was voted by the members. The Committee of the European Company was thus able to discuss the Company’s strategy, Human Resources policies, business approach in Europe, sustainability policy and cybersecurity measures with members of the Executive team; — at Board of Directors’ level, through two directors representing employees appointed in accordance with Dassault Systèmes SE’s by‑laws (see paragraph 5.1.1 “Composition and Practices of the Board of Directors”). In Europe, employees in 18 countries are covered by an independent employees’ representation and employees in 11 countries benefit from collective bargaining agreement. These locally applicable agreements cover various subjects, Since 2010, an internal satisfaction survey has been open to all employees worldwide. This survey enables employees to give their opinions on five dimensions including the meaning of their work, the quality of management, the competitiveness of the work environment, the collective quality of in working for Dassault Systèmes. This survey makes it possible to identify watch points for each team and each country, leading to local plans presented to employees and shared within the 3DS People community. life and the pride Since 2019, upon leaving the Company, all employees can participate in a survey which allows them to express the reasons for their decision, share information on their experience within Dassault Systèmes and on their future professional prospects in order to identify new practices and initiatives that meet employee expectations. In 2022, competition in the global employment market remained high, in particular with respect to high tech skills. The risk of key employees leaving the Company was assessed throughout the year, and action plans were implemented to retain them. These individual and collective actions were implemented in several ways, including specific development plans, internal mobility measures and changes in responsibilities. The employee‑initiated turnover rate positions at 10.8%, which is below the average and median rate identified by market research at the end of the first half of 2022 for the technology and life sciences sectors. 2.3.4.6 Main indicators Employees granted with Long‑Term Incentive (1) Employees subscribing to shareholding program (2) Employees covered by independent employees representation in Europe Employees covered by collective bargaining agreement in Europe Average seniority (in years) Employee voluntary turnover Employee total turnover Employee pride and satisfaction (3) (1) Excluding members of the Executive team. (2) Percentage of eligible employees subscribing to the employee shareholding program. (3) Percentage measured by an annual satisfaction survey. 2022 12% ‑ 97.9% 80.4% 8.1 10.8% 12% 81.7% 2021 2020 11.3% 55.4% 97.3% 79.7% 8.3 10.8% 12.9% 79.8% 11.9% ‑ ‑ ‑ 8.2 5.3% 6.6% 82.5% 2 67 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Social Responsibility 2.3.5 Promoting Diversity and Inclusion Diversity and the creation of inclusive teams are part of Dassault Systèmes’ objectives to achieve harmony around meaningful projects and a mutual sharing of knowledge, to encourage creativity and create a fulfilling team environment for employees from 136 countries. The Code of Business Conduct and the Corporate Principles of Social Responsibility document commitments in terms of mutual respect and diversity. Recruitment, training, promotion, assignment, and other employment decisions are thus based on qualifications, talent, achievements and other business motives. 2.3.5.1 Gender diversity Dassault Systèmes’ commitment to achieving a balanced representation of women and men is reflected in the composition of its management bodies. The proportion of women directors on the Board of Directors, excluding directors representing employees, is 50% (see paragraph 5.1.1 “Composition and practices of the Board of Directors”). In accordance with the law of December 24, 2021 (loi du 24 décembre 2021) aimed at accelerating economic and professional equality, Dassault Systèmes SE discloses the following metrics relating to gender representation on its managerial bodies: — the proportion of women among the members of the governing bodies is 38.5% and the proportion of men is 61.5%; — the proportion of women among executives is 27.3% and the proportion of men is 72.7%. In the “Palmarès de la féminisation des instances dirigeantes des entreprises du SBF 120” (Ranking of women representation in governance bodies of SBF 120 companies), conducted by the French Ministry in charge of gender equality, diversity and equal opportunities, Dassault Systèmes’ reached a global score of 83.3 points out of 100, progressing by 2.4 points. The Company’s commitment to women employees program, 3DS WIN (Women INitiative), is steered by a committee of eight members, four of whom are members of the Executive team. The 3DS WIN community leads a network of employees involved to encourage, inspire and sustain the development of women within Dassault Systèmes. The annual variable compensation of the executive officers and the members of the Executive Operating Committee includes an ESG indicator composed, in particular, of proportion of women on the Board of Directors, in the Executive team and among People managers. The My Journey application (see paragraph 2.3.1 “Attracting Talented Individuals”) allows to identify employees’ career in particular those development or mobility projects, documented by women, including women who aspire to become managers. Nearly 1,400 women employees make up the female talent pool, who are offered the opportunity to participate in external events and specific programs that promote access to positions of responsibility. Thus, the 9‑month Rise Up! program contributes to the development of inclusive leadership skills for future managers to support sustainable performance and innovation at Dassault Systèmes. In 2022, 85% of participants were women. Particular attention is also paid to female profiles as part of the process of identifying key talents and drawing up succession plans (see paragraph 2.3.4 “Rewarding and Retaining Talents”). All along the year, Dassault Systèmes participated in a number of events promoting gender diversity and inclusion, creating opportunities for collaboration with companies and women’s networks, including the Assises de la Parité and the Women’s Forum Global Meeting. Actions are also taken at the recruitment stage onwards by integrating female profiles, both as candidates and as employees, involved in the selection process of future talents. However, the ability to recruit women in the engineering industry remains a challenge due to their under‑representation in related education fields and careers in science, technology, engineering and mathematics (STEM). Dassault Systèmes is committed to various stakeholders including: — Cercle InterElles organization in France, which promotes gender diversity and professional equality in the science and technology sectors; — the Femmes Ingénieures association in France, to enable members of the 3DS WIN network to benefit from an action program aimed at improving the representation of women in engineering; — PowerToFly, in the United States, a recruitment and diversity retention platform which connects under‑ represented talents with roles in highly visible sectors; — Inspiringirls, in Italy, a non‑governmental body which organizes events to encourage girls between the ages of six and sixteen to follow their career aspirations and have confidence in their capabilities. The Company has indicators for monitoring male and female salary structures. In this context, particular attention is paid to the positioning with regard to the market median of the recruitment offer and within the framework of the annual salary review. Dassault Systèmes SE received a global score of 95 points out of 100 on the Gender Equality Index calculated in 2022 with regard to 2021. 2.3.5.2 Disability Initiatives to encourage the development of an inclusive work environment also target people with disabilities. French, German, English, Dutch, American, Canadian, Japanese, South Korean and Australian companies are subject to specific laws regarding employment of people with disabilities and Dassault Systèmes demonstrates its commitment. The agreement signed in France on December 20, 2018 is the sixth agreement of Dassault Systèmes SE to promote the employment of workers with disabilities, and measures notably cover: 68 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Social Responsibility 2 — recruitment, onboarding and individualized support plans; integration through — career management and keeping in employment actions; — training and development for disabled students and job seekers, to help them acquire knowledge and expertise in new digital improve their professional opportunities within Dassault Systèmes and with its customers and partners; jobs, to In 2022, several events were organized, such as conferences and lunches, in particular on the occasion of Pride Month. All of these countries have deployed the Diversity, Inclusion and Belonging champion program, making it possible for volunteer employees to get involved in drawing up action plans for each country, defining the annual calendar of events and actively taking part in organizing and leading such events. — partnership with the French adapted and protected work 2.3.5.4 Discrimination and harassment sector. 2.3.5.3 Sexual orientation and gender identity Dassault Systèmes is committed to promoting a culture of inclusion of all forms of diversity, wherein each and every person can thrive regardless of their sexual orientation or gender identity. Since 2017, the PRIDE (Professionals Inspiring Dignity and Equality) committee in the United States implements a range of actions including awareness‑raising, communication and mentoring for LGBTQIA+ members and their allies, actively working to recruit and retain talent. In 2020, a similar initiative called the Rainbow Network was launched, spanning the United Kingdom, the Netherlands, Belgium, Denmark, Norway, Finland, Sweden, Ireland and Lithuania. Dassault Systèmes strictly prohibits any form of harassment and discrimination in work relations, in particular during the recruitment process and during employment. Situations that may involve harassment or discrimination are assessed on a case‑by‑case basis, as established by specific facts and circumstances and according to their legal qualification. The Code of Business Conduct provides definitions and examples, especially with regard to sexual harassment and discrimination. An online training course, developed in 2021 and available in 32 countries, complements these prevention measures. In 2022, 18 reports of inappropriate behavior, discrimination or harassment were received, in particular through the Whistleblowing procedure, and were examined by the Ethics Committee. All substantiated cases led to disciplinary action (see paragraph 2.6.1 “Promoting Strong Business Ethics”). 2 2.3.5.5 Main indicators Gender diversity Women on Board of Directors (1) Women in the Executive team Women among People managers Women in the Company R&D Sales, Marketing and Services Company’s General Administration Women in new joiners Gender Equality Index (2) Disability Employment of people with disabilities (3) Country of origin Number of countries of origin 2022 2021 2020 50% 38.5% 22.6% 28.1% 22.3% 28.8% 43.8% 32.5% 95/100 2.7% 136 50% 38.5% 21.2% 27.5% 22.1% 27.4% 44.4% 34.9% 94/100 2.9% 135 50% 38.5% 20.7% 26.8% 21.7% 26.4% 44% 33.5% 95/100 2.9% 133 (1) Excluding Directors representing employees, not accounted in accordance with the law and the AFEP‑MEDEF Code. (2) The Gender Equality Index (Index Égalité Femmes‑Hommes) reported covers Dassault Systèmes SE. It is calculated each year in respect of the previous year. (3) The employment rate of people with disabilities reported covers Dassault Systèmes SE. It is calculated each year in respect of the previous year. 69 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Societal Responsibility 2.4 Societal Responsibility The year 2022 brought to the forefront the growing complexity of the social and environmental challenges that must be faced, as individuals, as economic players and as a society. While technology can provide some clear solutions, the current context also highlights the need to refocus collectively the attentions around the common good. As a strategic player in the Industry Renaissance, Dassault Systèmes strives to transform the world of education and to prepare the workforce of the future. In addition, in the age of the digital economy, and in the context of an increasing number of regulations, personal data protection and cybersecurity are of major concern for the Company’s clients and partners. 2.4.1 Philanthropy: Committing to Education and Research Dassault Systèmes’ philanthropic commitment to education and research is at the heart of its purpose and values. It is also an excellent way to engage its employees, who can then increasingly contribute to solving the major social and environmental challenges facing the world. This year, the Company has sought to structure its philanthropic commitment along these two lines, working alongside its entire ecosystem to expand the boundaries of learning and knowledge for the benefit of as many people as possible, and also contributing to the collective effort in times of crisis. Since 1995, La Fondation Dassault Systèmes has been at the heart of this approach, using virtual worlds and collective intelligence to build a more sustainable and fairer society. La Fondation provides grants and expertise to support innovative projects in the fields of education, research and heritage, led by universities, research institutes, museums and other general‑interest organizations through three distinct legal entities, located in France (for a European scope), the United States and India respectively. Each entity has a Board of Directors and a Project Selection Committee. The Boards of Directors meet two to three times a year. They are in charge of approving the projects presented by the Project Selection Committees. More specifically, they decide on the nature and amount of donations to the partners of approved projects. These partners are required to send a report on the successful implementation of the project, and a report is presented to the Board of Directors. In 2022, La Fondation Dassault Systèmes continued to support the 38 projects initiated in 2021 and decided to support 51 new projects: 19 in Europe, 22 in India and 10 in the United States. In addition to La Fondation’s initiatives, Dassault Systèmes’ employees and teams around the world also take action on a daily basis, at the level of their brands or entities, thus bolstering the Company’s philanthropic commitment. Such initiatives have been at the core of Dassault Systèmes’ culture and values ever since its creation; they are both a catalyst and a reflection of the Company’s purpose: harmonizing product, nature and life. They are a formidable tool for creating value in fields as varied as health, ocean sciences, robotics and materials. These initiatives are also a powerful means of engaging and enhancing the skills of employees, who currently devote 34.000 hours to them through a skills sponsorship program. 2.4.1.1 Education: Preparing the Thinkers, Inventors, Builders and Leaders of Tomorrow Dassault Systèmes’ philanthropic initiatives promote the creation and sharing of 3D educational content while strengthening the link with the business world and promoting a better understanding of today’s challenges – in particular those related to the environment. Pupils, students or adults in retraining can thus better plan their career choices. These initiatives focus on meeting three major objectives: 2.4.1.1.1 Developing a Taste for Science and Technology, Irrespective of Gender or Social, Cultural and Geographical Background Many of the initiatives supported by Dassault Systèmes aim to spark young people’s interest in innovation and inspire them to include STEM (science, technology, engineering and mathematics) subjects as part of their future studies. This is achieved through hands‑on experimentation with virtual universes and the promotion of science and technology, in particular through mentoring by the Company’s employees: — the Made in 3D program, run every year since 2017, is an excellent demonstration of this commitment, and of the value of collaboration – especially multicultural collaboration. In 2022, the program, co‑created in France with the “La Main à la pâte” foundation, this initiative brought together 3,200 French high‑school students in a competition designed to introduce them to the culture of innovation and entrepreneurship, by having them work together in teams on virtual startup projects. In 2021, La Fondation adapted and implemented this program in India: through a partnership with Atal Innovation Mission – NITI Aayog, an organization affiliated with the Indian government, an unprecedented twinning and cultural exchange program between students from France and India was launched. So far, 50 schools in 29 different Indian states have participated in Made in 3D; 70 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Societal Responsibility 2 — in India, the Lend A Hand India program aims to prepare young people for the world of work and entrepreneurship through ATLs (Atal Tinkering Laboratories), which are spaces within schools dedicated to training and exchange for students aged 14 to 18. The pilot scheme was launched in 15 schools in the Kolhapur district of Maharashtra, and 45 teachers have already been trained to run these ATLs as of 2022; — in addition, La Fondation Dassault Systèmes also supports the FIRST Robotics school competition, in which French middle and high school students compete alongside their peers in the United States and Canada. The competition requires students to build a robot that will take part in a challenge. In order to win, students must make use of their 3D modeling, coding and programming skills; — in France, La Fondation also organized a round table at the Cité des Sciences in Paris to introduce students to the career opportunities related to 3D and virtual worlds. 864 students attended the event, and more than 2,200 students and teachers watched the session on YouTube. Last, but not least, through the Apprentis Chercheurs (Apprentice Researchers) program, middle and high school students were welcomed to Dassault Systèmes’ sites in France on Wednesdays for several weeks to carry out research projects. The students were supervised by Dassault Systèmes employees and were able to learn about the day‑to‑day work of engineering teams, while at the same time getting to grips with their methodology and scientific approach. Like researchers, the students presented their work orally at the Apprentis Chercheurs conferences organized on the Dassault Systèmes campus; — Course en Cours, another flagship program run since 2006 by Dassault Systèmes’ academic entity (3DEXPERIENCE Edu), encourages middle and high school students in France to imagine, design, build and race a mini‑vehicle powered by an electric motor. The program is based on professional 3D simulation methods and tools, and allows young people to gain an insight into professions in the industry. In 2022, nearly 5,000 students took part in the program. Given that such an approach to promoting science and technology is only relevant if it is inclusive, Dassault Systèmes and its Fondation support initiatives aimed at creating a fairer educational system and fostering academic ambition and commitment among all students, boys and girls alike, irrespective of their social, cultural or geographical background. This involves, first of all, targeted actions aimed at young girls, in particular by introducing them to role models, working on improving their self‑confidence and fighting against self‑censorship: — in France, La Fondation raises awareness about scientific and technological careers among young women by supporting several programs, such as UPSTI Femmes & Ingénieures – Réussir en Sciences et Technologies, in collaboration with the Union des Professeurs de Sciences et Techniques Industrielles. Thirty‑one Dassault Systèmes employees were able to talk to 750 middle and high school girls about their daily lives in a technology company. La Fondation also supports the Ose inGe tutoring program run by the ISAE‑SUPAERO engineering school foundation; — in the United States, La Fondation supports Mass Robotics, which encourages female students in the Boston area to pursue a career in robotics. By providing these students with access to technical skills, mentors and a strong professional network, they are able to build their confidence and find the support they need to pursue their careers. Furthermore, through the Girls Who Code program, MEDIDATAs teams in New York help future female developers prepare for their job interviews. Dassault Systèmes’ approach also includes specific initiatives in underprivileged areas, where education is a key priority: instilling in each and every person the desire to pursue a professional career path, as well as providing them with the necessary skills to enter the job market and earn a living: — in the United States, La Fondation Dassault Systèmes is working with the Rhode Island Computer Museum on a project called I‑SHAPE, which aims to introduce underprivileged students of all ages to the principles of engineering and design, including 3D technologies. The program targets children from minority and low‑income populations, with 70% of the students coming from such backgrounds. In the same state, La Fondation is also supporting the Winners Circle XR Academy on an In‑School XR Learning Lab project, which provides a new learning experience for students using XR (extended reality) technology. Sixty students from low‑ and middle‑income families, aged 10 to 14, have benefited from the project; In Chicago, La Fondation is helping the Chicago Industrial Arts & Design Center (CIADC) acquire equipment (CNS, 3D printers, etc.) to better connect young people to vocational fields and develop their skills in this regard. In Boston, La Fondation also supports the Reynolds Center for Teaching, Learning and Creativity, which offers a tutoring program for students who are struggling in school – especially those who do not speak English at home. Girlstart is another organization that provides support to young girls from disadvantaged backgrounds. MEDIDATAs teams make use of the same approach to organize an annual coding camp. ALL Star Code, a brand’s initiatives, serves also as a technology incubator where MEDIDATA volunteers partner with Scholars to bring their projects to life; — in partnership with the Académie de Normandie in France, the Cordées de la Réussite program has enabled 300 students from rural areas with limited access to technology sites to discover such sites and to meet with innovation professionals. Moreover, since 2016, La Fondation in Europe has been helping a class from the Apprentis d’Auteuil to participate in the Course en Cours program mentioned previously. Thanks to Dassault Systèmes’ employees’ skill‑based sponsorship, this social organization is dedicated to welcoming, training and helping young people experiencing social difficulties to integrate into society, in order to help them to (re)gain a taste for learning and, at the same time, to learn to work together with more confidence; 2 71 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Societal Responsibility students their path — in India, the Aspira initiative, supported by La Fondation from Dassault Systèmes, guides female underprivileged backgrounds along to employment, helping them to earn a living independently and giving them the means and desire to help society evolve. This includes a training program led by Dassault Systèmes’ female employees, who act as mentors, and the creation of a dedicated platform to support this process. La Fondation also collaborates with the Muktangan Exploratory Science in Pune and organizes workshops for about Centre 100 students from underprivileged backgrounds, aimed at enhancing their technical and manual skills, improving their critical thinking and stimulating their creative thinking; At the same time, Dassault Systèmes employees in Bangalore and Pune have been personally involved in providing school kits to children from underprivileged backgrounds – namely: orphans, children of workers, small farmers and day laborers, and children living in slums or poor rural areas, with the support of the CSR team in India. Thanks to this engagement, the School Kit Sponsorship program has funded, prepared and distributed 714 school kits in 2022. This program also helps to support women from such highly disadvantaged communities, and make them financially independent, through the Aadhar Mahila Udyog Foundation (Mahesh Foundation) by employing them in the manufacture of schoolbags. initiatives for veterans Lastly, more specifically, Dassault Systèmes supports training in the United and reintegration States: La Fondation supported the training organization Workshops for Warriors in its mission to raise awareness, develop skills and provide certification in 3D printing and CAD/CAM programming through the CNC Machining Training for Warriors project. Ninety‑five veterans were provided with support for their post‑service career transition, while simultaneously being equipped to meet the need for skilled workers in the advanced manufacturing industry. 2.4.1.1.2 Educating Youth on Environmental Issues In light of current environmental issues, one of La Fondation Dassault Systèmes’ missions is to raise young people’s awareness about the challenges at hand in order to develop students’ knowledge of such issues and encourage them to pursue careers in the field of sustainable innovation. The ocean, which is a poorly known ecosystem, is the main regulator of the climate. In order to help middle and high school students understand the issues at stake while at the same time enriching their school curriculum, La Fondation Dassault Systèmes, the French Ministry of Education, Youth and Sports, ONISEP, Réseau Canopé and Ifremer have pooled their skills to create an innovative 3D educational course: Mission Océan (Mission Ocean). In 2022, 50 new educational content packages were developed for middle school students. In 2023, the teams will be focusing on producing content for high school students. 2.4.1.1.3 Strengthening the Collaboration between the Education System and the Business World and Industry Players Since the business world and the skills it requires evolve as the technological and environmental challenges we face accelerate, the world of education must keep pace with these developments, creating a virtuous and relevant cycle between the expectations of the younger generations, their training, and the needs and challenges of the market and industry: — La Fondation Dassault Systèmes, in partnership with CGenial foundation, offers high school teachers the opportunity to visit Dassault Systèmes sites in France. By immersing themselves in the Company’s culture, teachers are better able to guide students in their career plans. This initiative was launched in 2022 and will be rolled out to all Dassault Systèmes sites in 2023; — for the past three years, La Fondation has also been supporting the University of Reutlingen in Germany in the development of digital scenarios for the management of production chains and product lifecycle management (PLM) for students. It has also supported the ISAE‑ SUPAERO Foundation in setting up a Learning Lab aimed at developing the use of immersive technologies for student training in aeronautics and space; — in India, La Fondation is helping to foster employability by bridging the gap between the worlds of industry and academia through the Connect Next project. Through a series of webinars and mentoring sessions, industrialists present engineering students with their major short‑ and medium‑term challenges and provide them with new insights to help them choose a coherent and promising final‑year study project. 72 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Societal Responsibility 2 2.4.1.2 Research: Pushing the Boundaries of Knowledge to Foster Sustainable Innovation Research constitutes the second pillar of Dassault Systèmes’ philanthropic commitment. The Company and its Fondation support those who strive to create a more sustainable world for all on a daily basis, helping them expand the boundaries of knowledge through virtual universes in various fields such as health, sustainable materials, ocean preservation and heritage. 2.4.1.2.1 Accelerating Medical Research through Technology INSERM researchers working to La Fondation Dassault Systèmes supports several research projects related to the medical field in France. In 2022, it supported improve the monitoring of patients suffering from depression. Indeed, 60% of treatments for this disease are not effective, and doctors only become aware of this after two months of treatment. The Digital Antarès project uses an algorithm based on patient data to predict the effectiveness of an antidepressant early on – i.e. within the first three to five days after it is prescribed. As a result, treatment can be adapted sooner if necessary. AI and deep learning are at the heart of InDeep – a tool designed by French researchers at the Institut Pasteur and backed by La Fondation, which has shown strong promise for the development of new treatments for a variety of diseases, including COVID‑19. In India, La Fondation supports the Shiv Nadar Institution of Eminence in Dehli with regard to a neuro‑rehabilitation project for children suffering from brain injuries. This research focuses, in particular, on 3D imaging analysis to enhance the accuracy of neurostimulation and on the use of 3D printing to adapt the material to the ever‑changing size of an infant’s head. In 2019, MEDIDATA in the United States created the Social Innovation Lab, an internal think tank that brings together 30 Dassault Systèmes employees and nonprofit organizations to improve clinical trials and patient monitoring, and to work on developing treatments for cancer and rare diseases. The projects led by the Social Innovation Lab have a tangible impact on the daily life and treatment of patients, whether it be implementing a survey tool for patients in clinical trials with the Lazarex Cancer Foundation, collecting data to increase participation in clinical trials based on breast cancer subtypes by origin with the Tigerlily Foundation, working on improving the visibility of rare diseases with the CRDN (Cambridge Rare Disease Network) or creating a free interactive tool to help patients, family members, physicians and researchers to better understand drug repositioning with the CDCN (Castelman Disease Collaborative Network). In the United States, La Fondation also provides support to the MIT Media Lab with respect to a research project entitled Brain Switch, which aims to improve the quality of communication for people with Amyotrophic Lateral Sclerosis (ALS), better known as Lou Gehrig’s disease, through the development of a brain‑computer interface. It also supports Clarkson University, in New York State, through the provision of a virtual environment for the design and 3D simulation of intelligent assistive devices for the elderly. 2.4.1.2.2 Proposing More Sustainable Materials for the Industry Modeling, simulation, and 3D printing technologies are accelerating the development of new materials to address sustainability issues. In India, La Fondation supports researchers at the Pimpri Chinchwad College of Engineering in Pune in the design of a 3D concrete printer aimed at providing a sustainable solution for the construction industry. In Bangalore, La Fondation is involved in the development of eco‑friendly biomaterials alongside Dayananda Sagar University, which is designing recyclable car bumpers using banana fiber, as well as the B.M.S College of Engineering, which is working on a project to develop natural biocomposites for food and packaging applications that are a reliable alternative to plastics. It also collaborates with the Indian Institute of Technology Bombay on the design of exterior cladding to reduce the heat from solar radiation in homes. 2.4.1.2.3 Better Understanding Oceans in order to Better Protect Them Modeling the natural environment and managing scientific data allows us to better understand (and anticipate) human impact on the oceans and marine biodiversity. This represents an essential step toward the establishment of more sustainable management policies. La Fondation supports the University of Western Brittany (Université de Bretagne‑Occidentale; UBO) and the ISblue consortium, which is made up of five engineering schools, CNRS, IFREMER and IRD. They are currently developing the ImmerSEA Lab – a virtual and physical experimentation center dedicated to teaching and research in coastal and marine sciences and technologies. ImmerSEA Lab allows students and researchers to gain a better understanding of contexts and to build forward‑looking scenarios for better decision making. This ranges from the transformation and analysis of scientific data on fisheries, pollution or temperature, to the 3D modeling and simulation of coastal or open ocean landscape. La Fondation Dassault Systèmes supports the GhostTAG Indian Ocean Turtles project, led by the CNRS LIRMM laboratory in Montpellier, France, which aims to improve electronic tags for sea turtles and fish. The aim is to be able to monitor their population and behaviors without harming them, notably by reducing drag and vibrations. Through the Bathybot – Deepsee project, La Fondation also supports the Institut Méditerranéen d’Océanologie in its work aimed at measuring and demonstrating the importance of bioluminescence phenomena in the recycling of CO2 by the oceans. 2 73 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Societal Responsibility 2.4.1.2.4 Using Heritage as Inspiration Better understanding the past in order to better build the future: research on heritage makes use of modeling and simulation technologies in order to improve understanding of heritage and to allow scientists to better protect it, as well as to capitalize on the lessons it holds to imagine new possibilities for the future. In India, La Fondation Dassault Systèmes is collaborating in the work undertaken by the Kural Aram Foundation in Chennai, which is carrying out full parametric modeling of the Shore Temple in Mahabalipuram – a jewel of Dravidian architecture. This project records the expertise of the temple’s 8th‑century architects through the creation of a 3D parametric library to catalog the different features used, while providing an immersive experience that is accessible to all. 2.4.1.3 Contributing to a Collective Effort: Taking a Stand at Times of Major Crisis Since circumstances sometimes require us to take action outside our area of expertise to contribute to society’s collective efforts and to make a difference for future generations, Dassault Systèmes provides occasional support, during major crisis, to foundations or associations or initiatives considered relevant. The outbreak of the war in Ukraine in February 2022 was such a case. Dassault Systèmes decided to provide financial support to the European Endowment for Democracy, in order to help protect democracy. As a European Company, Dassault Systèmes wished to contribute to this meaningful project, managed and supervised by the European institutions. 2.4.1.4 Prizes and Awards The actions of La Fondation Dassault Systèmes are widely recognized within its extended ecosystem. It received a CSR Impact Award in India for the Made in 3D program. The CSR Impact Awards are granted to companies and foundations for projects that make a major impact thanks to a multi‑stakeholder approach. For their part, the MEDIDATA’s Social Innovation Lab teams won the Silver Halo Award for their Best Employee Engagement Initiative. 2.4.2 Innovate for a Sustainable Future Innovating for a sustainable future is part of the mission of 3DEXPERIENCE Edu and the 3DEXPERIENCE Lab. Dassault Systèmes prepares and develops tomorrow’s talents by providing them with the necessary skills to create disruptive projects aimed at moving toward a sustainable future. Such skills act as levers to accelerate the creation of future innovations and to imagine and design a sustainable planet. Strategic Alliances (see paragraphs 2.5.2.3.8 “Strategic alliances for climate change adaptation and mitigation”) and Trusted partners (see paragraph 2.7.1.4 “Ratings and Awards”) drive the adoption of sustainability measurement and standards and support sustainable innovation. 74 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Societal Responsibility 2 2 75 2.4.2.1 Preparing the “Workforce of the Future” Dassault Systèmes is committed to empowering individuals with the right skills to imagine sustainable innovations. As part of the Industry, Marketing and Sustainability department, the 3DEXPERIENCE Edu organization is responsible for defining and implementing programs to prepare the workforce of tomorrow. 3DEXPERIENCE Edu develops and nurtures Dassault Systèmes’ students community and upskills professionals throughout their lives through experience‑based learning. To this end, an international team of employees is in charge of developing Dassault Systèmes’ footprint in education, and deploying programs for initial and continuing education. 3DEXPERIENCE Edu aims to help students, educational institutions, companies and individuals acquire the skills sought by the Manufacturing Industries, Life Sciences & Healthcare, and Infrastructure & Cities sector to imagine and design sustainable innovations. Its promise is: “Your skills, our future”. Throughout learners’ lives, 3DEXPERIENCE Edu will develop its relevant skills to accelerate the transformation of industry and of society. The department focuses on: — increasing the attractiveness of engineering and science to young people; — lifelong learning and the development of skills to foster employability; — pedagogic innovation with experience‑based learning. Dassault Systèmes strives to engage younger generations in science, technology and sustainable innovations to anticipate and match future skills needs, and enhance employability. To this end, we organized and supported over 147 student competitions in 2022 for science and technology students worldwide. Using the 3DEXPERIENCE platform and its brands such as SOLIDWORKS, CATIA, or SIMULIA, students could enter 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Societal Responsibility these contests to design humanoid robots, electric‑powered submarines, solar racecars, next‑generation drones and even space shuttles. This year, 3DEXPERIENCE Edu has also reflected on how to understand the past as a key to unlocking the future. The path of human progress is traced not only by the inventions and innovations that a company like ours is able to conceive, but also by the lessons that can be drawn from our collective history. the Thus, as part of the Living Heritage project, 32 students divided up into six teams originating from Germany, India, Japan, Mexico, the Netherlands and the United States used Dassault Systèmes’ 3DEXPERIENCE platform to virtually recreate the Colosseum, the Hanging Gardens of Babylon, the Konark Sun Temple, Pompeii, the Porta Nigra in Trier and Shuri Castle. Guided by Dassault Systèmes mentors and with the support of 3DEXPERIENCE Edu, the six teams integrated modeling, simulation, quickly adopted information intelligence and collaboration applications already used by industrialists all over the world in order to create a scientifically precise and data‑rich virtual twin of each of these six sites. The objective is to understand their structure in a new light. Virtual worlds offer powerful tools for acquiring a better understanding of the past with a view to creating visionary models and bringing about changes in the real world that will lead to a better future for generations to come. Representing both the visible and the invisible at once, virtual twins not only reveal precious information about the design of each structure, which had been either partially lost or damaged or destroyed with the passage of time, but also show how these design models influenced the course of history and can also influence the designs of the future. Thanks to this new technical knowledge and expertise acquired through this program, students will have the opportunity to apply their skills as soon as they start their professional careers, while the virtual twins can be used by others for teaching, studying or learning purposes. To promote lifelong learning, Dassault Systèmes is committed to helping students and professionals to acquire the right skills for the process of Industry Renaissance and thus to foster their employability. With dedicated offers for design, engineering, simulation, systems engineering, and virtual manufacturing, the Company continued to build strong partnerships with Academic institutions all over the world to develop experiential learning as well as multidisciplinary projects and programs. In 2022, the Ecole Normale Supérieure (ENS) Paris‑Saclay, founding member of France’s leading university for students preparing for careers in higher education and research, has signed a memorandum of understanding (MoU) withDassault Systèmes. The MoU aims to accelerate sustainable innovation by driving knowledge and know‑how on the use of virtual twins in academia and research. Under the MoU, ENS Paris‑Saclay will deploy Dassault Systèmes’ 3DEXPERIENCE platform to offer new, innovative learning experiences as part of its university curriculum as well as its continuing education programs. The two organizations will work together to share platform best practices with the university’s professors and researchers that will be used for experiential learning in classes spanning multiple disciplines and addressing sectors such as Life Sciences & Healthcare, Infrastructure & Cities, and Manufacturing Industries. In addition to the deployment, Dassault Systèmes and ENS Paris‑Saclay will create, together, a virtual twin think tank combining their respective expertise on virtual twins. The objective is to deliver a shared scientific vision on the definition and use of virtual twins in education, health, sustainable innovation and industry through joint research projects, white papers, conferences and other thought leadership initiatives. To address Dassault Systèmes’ customers’ upskilling needs, the Company enriched its online learning libraries offer with new learning content and certifications. The Company works closely with its customers to upskill their workforce, which is a key success factor for their digital transformation. The 3DEXPERIENCE Edu Centers of Excellence program, launched in 2021, continues to expand. Centers that join the 3DEXPERIENCE Edu Centers of Excellence program are equipped with the expertise to offer complete learning opportunities combining virtual worlds on the 3DEXPERIENCE platform with state‑of‑the‑art machinery used in the workplace, as well as courses and curricula designed in collaboration with local employers and taught by platform‑certified instructors. Students, operators, technicians, engineers and innovators can boost their employability by developing in‑demand skills in virtual twin processes, materials science, data‑driven manufacturing and other areas, in the context of existing or future job roles. New Centers were inaugurated this year: — Trier University of Applied Sciences, in Germany; — ZHAW, a university of Applied Sciences in Zurich, in Switzerland; — Long Island University, a private university in the state of New York, USA; — Illinois Institute of Technology, a private research university in Chicago, USA. New technologies are also transforming the world of work in other domains. New professions requiring new skills are emerging, and existing roles are changing. Dassault Systèmes, in its capacity as a partner for the strategic transformation of the leading players in world industry and academic research, has a key role to play in the transformation of the professional careers and skills of the future. The Company this year revealed the key roles and skills that are emerging for the creation of sustainable innovations. This publication reveals the key disciplines and skills required to accelerate the transformation of the manufacturing sector. This e‑book shows how these subjects are currently approached on social media, thanks to an attentive listening to social media exchanges carried out in collaboration with our partner, Bloom. This constitutes a call to action addressed to the leaders of industry and of the academic world and intended to raise their awareness of these disciplines and skills through the adoption of innovative approaches, and to help them to collaborate further with a view to developing the said skills with regard to their audience. 76 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTThis work is part of Dassault Systèmes’ ambition to help people acquire the skills sought by the industrial sector. That’s why the Company published a series of thought leadership e‑books on the key skills for the future. In partnership with professional experts and academics, Dassault Systèmes showcased how additive manufacturing designers, civil Engineers, systems engineers, mechatronics engineers and industrial Engineers will be critical roles to develop a sustainable world. Dassault Systèmes, as the 3DEXPERIENCE Company, is promoting experience‑based learning for education. The 3DEXPERIENCE Edu hub developed with the Illinois Institute of Technology a learning experience for students and teachers to understand how a breathing system and a respiratory machine work through their virtual twin. To answer the increasing skills need for the battery topic, the 3DEXPERIENCE Edu Hub worked on a learning experience about the dismantling process of an electric battery from a car, using the 3DEXPERIENCE platform. Students can develop their knowledge and expertise in the field of batteries, disassembly modeling, and disassembly process planning. To deepen knowledge of educational practices and share experiences with educators, Dassault Systèmes remains very active in a number of scientific associations, including the American Society for Engineering Education (ASEE), the Société Européenne pour la Formation des Ingénieurs (SEFI), the International Federation of Engineering Education Societies (IFEES), the Global Engineering Deans Council (GEDC), the International Society for Engineering Pedagogy (IGIP) and the UNESCO Center of Problem Based Learning. The Company has been committed to the academic world since 1997. It estimates that nearly 8.3 million learners have used this year one or more of the Company’s technologies in 2022 in initial or lifelong training. Thus, the 3DEXPERIENCE platform is a unique platform to build a relationship between academics and industry. (For further information, https://edu.3ds.com/en). Social, Societal and Environmental Responsibility Societal Responsibility 2 2.4.2.2 Facilitating Innovation and Collective Intelligence The 3DEXPERIENCE Lab is Dassault Systèmes’ innovation laboratory fostering and supporting startups and disruptive innovations having a sustainable and positive impact on the world and the society. Its objective is to support breakthrough products and services stemming from various industries, by tapping collective intelligence in order to drive society forward. This system is based on Dassault Systèmes’ conviction that breakthrough projects are born out of collective intelligence. Its mission is to accelerate projects in the prototype phase initiated by startups, innovator communities and research or innovation laboratories, and enable them to market their products or services on a large scale. The 3DEXPERIENCE Lab supports projects that transform society in a positive way and thus help to achieve the United Nations’ Sustainable Development Goals (SDG). The 3DEXPERIENCE Lab aims to be a strategic partner for breakthrough innovations that help to change the world while reducing the ecological footprint. The 3DEXPERIENCE Lab thus supports projects based on themes from everyday life, life sciences, cities, lifestyles, calling on various innovation levers such as additive manufacturing, big data or virtual reality. This approach is based on a community of innovators, including: — the 3DEXPERIENCE Lab core team, which manages governance and implements the required technical and legal tools. It is a source of inspiration and draws on its network of contributors; — innovation mentors, employees of various Dassault Systèmes’ organizations, who participate in the sourcing and qualification of projects; — a community of participants that provides strategic guidance and key ideas on specific topics and in which decision‑makers are responsible for arbitrations. This community of innovators meets three times a year at project presentation sessions where members and the panel express their preferences. The 3DEXPERIENCE Lab program offers each supported startup the means to achieve its development by giving them access to: — the 3DEXPERIENCE platform, encouraging digital continuity and the development of cross‑organizational networks, to capitalize on knowledge and know‑how; — a mentoring program in both the technical and the marketing & communication fields, in which each Dassault Systèmes employee can contribute his or her skills to support startups in their projects for the design, modeling, simulation and industrialization of their virtual twin; 2 77 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Societal Responsibility — Dassault Systèmes’ international ecosystem to accelerate startups’ product launches and international footprint; to have inspired an entire product line in numerous sectors in the cause of responsible, sustainable innovation. The year 2022 was also a period of consolidation Following the announcement of the launch of the virtual 3DEXPERIENCE Lab in December 2019 and the introduction of immersive sessions allowing professionals and the public alike to discover the projects supported by its acceleration program, Dassault Systèmes has continued with the development and promotion of these virtual twins. The interaction between visitors and the 3DEXPERIENCE Lab team, as well as the startups themselves, through immersive virtual reality technology, amplified the visibility of these high value‑added technological and scientific projects that are transforming the world. It is thanks to this that the Hartmann Radiotherapy Institute in Paris asked Dassault Systèmes to develop innovative tools to prepare patients for radiotherapy treatment sessions based on virtual simulation technology. The 3DEXPERIENCE Lab, in collaboration with the Elsan Group and the Hartmann Clinic’s Radiotherapy Institute, quickly succeeded in converting these medical processes into immersive 3D scenarios, thus creating the VORTHEx experience, which places virtual reality at the heart of the patient experience. 2022 saw two pitch sessions for startups held digitally on the cloud, which confirm the Company’s ambition to internationally source innovations from the Netherlands, Romania, Japan, Finland, Israel, Germany, the United States and India. Dassault Systèmes’ open innovation approach extends to major groups to help launch collaborative innovation projects such as Software République, in which the Company participates, notably through its organization of a global challenge relating to future mobility. The third quarter of 2022 was marked by the opening of an innovation laboratory in Germany aiming to accelerate startups and disruptive innovation in this geographical area. After Vélizy in France, Boston in the United States and Pune in India, the fourth 3DEXPERIENCE Lab, place of innovation and creativity, has now been opening in Munich in Germany, the home of Deeptech. It aims to accelerate startups and disruptive innovations in this geographical area, and is already housing new innovative startups such as swets, Marvel Fusion, Foulfighter and the Exploration Company, as well as partners such as ESA BIC or Tum Venture Lab. Dassault Systèmes’ community of “makers” is growing significantly, with projects created by young talents innovating in biomimicry, fashion, frugal innovation and Industry Renaissance, made possible by its 3D design, simulation and additive manufacturing applications. (For further information, https://3dexperiencelab.3ds.com). — communication initiatives (ChangeNow, HelloTomorrow, Bits&Pretzel, Vivatech and CES), enabling them to increase their visibility and create a buzz. Since the creation of the 3DEXPERIENCE Lab in 2015, hundreds of projects have been put forward and supported by a community of around 2,000 mentors. Around fifty projects worldwide are currently being supported, in particular in the United States, India and Europe. Some of the program’s most recent new projects include: — H2 Clipper, in the United States, which offers a fast, flexible and efficient way of transporting hydrogen around the world: the use of dirigible balloons for the international carriage of fuel and other freight; — Hopper, in France, which offers a running prosthesis enabling people with amputated legs to take part in sports, available at a reduced price thanks to the upcycling of carbon waste from the aerospace industry; — Lucid in Implants, India, which offers customized 3D‑printed anatomical models for simulated surgical assessments, ensuring a perfect fit to each patient’s anatomy; — Foulfighter, in Germany, which offers an automated device for cleaning ships’ hulls while reducing CO2 emissions, making the task easier for the crew and taking proactive measures to prevent the formation of organisms that befoul external surfaces; — Clean Sea Solutions, in Norway, which is developing an autonomous drone equipped with mapping captors capable of removing plastic waste on or just below the water’s surface in ports, canals and estuaries. The year 2022 has perpetuated the results from past years The first projects supported are continuously yielding, after the due adaptation of the industrial production process at an appropriate scale. This includes the reconstruction of virtual twins of patient organs for pre‑operative simulation with Biomodex and Feops, which is in production in some hospitals; the first flights and missions of XSun’s autonomous solar drone or AgreenCulture’s agricultural robot; and the implementation of a production strategy with industrial partners in the case of DAMAE Medical’s LC‑OCT. These results have a real impact and provide specific solutions to certain challenges facing the United Nations’ Sustainable Development Goals. Over and above the entrepreneurial success of these young startups, Dassault Systèmes is proud 78 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Societal Responsibility 2 2.4.3 Secure and protect Data With respect to all regulations and accurate referential models in the long term, Dassault Systèmes continues to implement its action plans and processes. The Enterprise keeps reinforcing its approach in the light of its new activities and newly acquired companies, including those in the healthcare industry, and regularly updates its security and personal data protection policies, particularly in light of the changes in national and international referential and regulatory frameworks. Dassault Systèmes relies on a combination of different intellectual property rights – mainly copyrights, patents, trademarks, domain names and trade secrets – to establish and protect its technology. For more details about intellectual property, please see paragraph 1.5.3 “Intellectual Property”. 2.4.3.1 Cybersecurity The ever‑growing interest in Software as a Service (SaaS) has required a new paradigm for security requirements. Dassault Systèmes must notably ensure the security of its data but also that of its customers, which, in this SaaS mode, is transferred, processed and hosted outside their own environments. Dassault Systèmes has put security at the heart of its 3DEXPERIENCE platform’s development and rollout in order to ensure several well‑controlled layers of security, with a particular emphasis on Security in Depth. The concept of “Security in Depth” at Dassault Systèmes relies on the fact that several independent mechanisms are put in place in order to mitigate any single risk. In the unlikely case where a first mechanism fails to block the malevolent action, other mechanisms will neutralize the threat. Policies A Global Dassault Systèmes’ Cybersecurity Policy is available for all employees of the Company. It is aligned with industry standards such as ‘ISO’ standards, the US National Institute of Standards and Technology (NIST) frameworks, international risk management methods (NIST RMF and ANSSI EBIOS) and the MITRE ATT&CK Enterprise Framework. Its purpose is to specify, define, and establish the information security requirements used by Dassault Systèmes to secure systems and information. Implementing these policies and standards minimizes the risk of business damage by preventing and/or minimizing the impact of security incidents and thus ensures continuity of operations. Dassault Systèmes faces increasing security threats from a wide range of sources. Its systems and networks may become the target of a variety of serious threats, including computer‑based fraud, espionage, vandalism, cybercrime activities and social engineering. The Company expects these cybersecurity threats to both business data and personal data privacy to become more widespread, more ambitious and increasingly sophisticated. Consequently, the security requirements and solutions that the Company uses to address these threats must continue to evolve in a way that minimizes risk exposure to Dassault Systèmes and its customers. In the interest of transparency, the Company has also set up a Trust Center, which enables to have access to relevant information for all its customers and partners, particularly with regard to the security of its 3DEXPERIENCE and MEDIDATA cloud services. 2 79 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Societal Responsibility Due diligence Cybersecurity at Dassault Systèmes is a Company‑wide effort under the supervision of the operations executive committee. The Company has created a Cybersecurity Committee, comprising cybersecurity officers reporting to the Executive committee members in charge of IT infrastructures and R&D. This Committee monitors the security of the operations of all the organizations across the Company, particularly with regard to the IT infrastructures, the 3DEXPERIENCE cloud infrastructure and that of our Life Sciences services provided on a SaaS mode. It also assesses emerging cyber‑risks and the effectiveness of the tools and processes implemented by Dassault Systèmes. 2.4.3.2 Protecting Personal Data Dassault Systèmes has always considered that data protection is a major concern for its clients and partners and is aware of the responsibility involved in the processing of personal data. Since the introduction of the European General Data Protection Regulation (GDPR) as well as other data privacy laws, the Company has continuously reasserted its data protection commitment by improving its solutions through new capabilities that enable its clients and partners to manage their compliance programs. Particularly with regard to the transfer of personal data to subcontractors, Dassault Systèmes ensures that the latter comply with all the applicable regulations in relation to the “Sustainable Charter with Suppliers” (see paragraphs 2.6.1.1.3 “The sustainable Charter with Suppliers” and 2.6.3.2 “Dassault Systèmes’ Approach to its Customers, Partners and Suppliers“). Policies Dassault Systèmes’ personal data protection policy is structured in three parts which cover the websites and activities of the Company (customers, partners, visitors, etc.), of employees job applicants. These personal data protection and of policies and the internal processes have been updated in the light of regulatory developments, in particular with consideration for data protection laws applicable in the State of California in the United States, Japan, Australia and China. As part of its annual review process to ensure continued compliance, its record of personal data processing activities and all its processes have been reviewed (including in case of security breach impacting data subjects or requests from public authorities) through, in particular, the use of the 3DEXPERIENCE platform. Diligence and governance Dassault Systèmes has appointed a Group Data Protection Officer and established a cross‑functional Data Privacy team that takes into account both internal and stakeholder data protection compliance requirements. This team is in charge of: — managing Dassault Systèmes’ internal compliance with regards to personal data protection laws and its personal data protection policies; — continuously identifying and monitoring enhancements to Dassault Systèmes’ offerings, websites and communications to specifically enable customers’ and other stakeholders’ compliance to the personal data protection laws, including but not limited to GDPR. Designation of an entity as controller or processor entails different obligations under the GDPR and other data protection laws. In that respect, customers using Dassault Systèmes solutions are considered as being responsible for the processing of personal data they need to use in this context. Dassault Systèmes acts as a processor for the personal data that it is asked to process and store as part of its cloud offerings, such as the 3DEXPERIENCE platform, and acts as a data controller when it processes personal data in the context of the use of its internal applications. The Company’s solutions are designed according to the concepts of “Privacy by Design” and “Privacy by Default” that aim to ensure that privacy is integrated into applications from the design stage. 80 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Societal Responsibility 2 2.4.3.3 Certifications and Actions in 2022 Domain Scope 3DEXPERIENCE SaaS Design, development, delivery, deployment cloud operations and support for the 3DEXPERIENCE platform SaaS. Data privacy management when Dassault Systèmes acts as a: (1) Controller for handling of personal data provided in the context of 3DEXPERIENCE platform SaaS. (2) Processor for personal data under the control of a customer and processed in the 3DEXPERIENCE platform SaaS. Type of Certification/Report ISO 27001:2017 (Information security management system) ISO 27701:2019 (Personal data protection management system) 2 BIOVIA ScienceCloud ScienceCloud Information Security Management System (ISMS) includes the security and operations business processes of BIOVIA ScienceCloud that support and manage the ScienceCloud platform, located in Dassault Systèmes offices at Durham, NC, USA. ISO 27001:2013 (Information security management system) MEDIDATA Information Security Management System (ISMS) of the MEDIDATA Clinical Cloud (MCC), including relevant business processes that develop, support, and manage the MCC. ISO 27001:2013 (Information security management system) ISO 27017:2015 (Cloud Information security management system) ISO 27018:2019 (Public cloud Information security management for personal data protection) ISO 27701:2019 (Personal data protection management system) Information Security Management System (ISMS) of the Medidata Clinical Cloud (MCC), including relevant business processes that develop, support, and manage the MCC; including the Privacy Information Management System (PIMS) addressing Medidata’s role as a processor of personal data Payment solutions Security and privacy trust principles over all Medidata environments, including physical and software‑based IT hosting operations, such as system monitoring and disaster recovery, as well as data integrity. SOC.‑1 Type 2 SOC‑2+ Type 2 81 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Societal Responsibility Domain Scope 3DS OUTSCALE Software development, sales, marketing and communication, activities in relation to infrastructure hosting activities and managed services, including the hosting of health data and of the SecNumCloud qualified service. Managed services (IaaS and SaaS) Managed services (IaaS and SaaS) are provided all over the world in third‑party environments managed by customer, or all over the world in self‑managed environments. Software development, sales, marketing and communication activities in relation to infrastructure hosting activities and managed services, including the hosting of health data and the SecNumCloud qualified service. Type of Certification/Report ISO 27001:2017 (Information security management system) ISO 27017:2015 (Cloud information security management system) ISO 27018:2019 (Public cloud information security management for personal data protection) The provision and maintenance service of (i) physical sites hosting information system material infrastructure used to process health data, (ii) information system material infrastructure used to process health data, (iii) information system application hosting platform, and (iv) information system virtual infrastructure used for processing health data Health Data Hosting (HDS) Certification delivered by the French health data supervisory agency (ASIP Santé) IaaS Cloud on demand DELMIA Quintiq Hosting Services An information security management system (ISMS) relating to the operational processes (infrastructure and delivery) of managed hosted services, augmented with software development and software maintenance servicing the operational processes SecNumCloud classification for the French National Cybersecurity Agency (ANSSI). ISO 27001:2017 (Information security management system) 2.4.3.4 Training and Raising Awareness 2.4.3.5 Timeframe for Processing Incidents Training is a key requirement for all employees of Dassault Systèmes. As of December 31, 2022, the new cybersecurity training was completed by 98.6% of the base workforce. On the same date, 99.4% of the base workforce have attended the general data protection training course compared to 98.6% of this workforce on December 31, 2021. In 2022, beyond these mandatory trainings to allow everyone to gain the required knowledge, the Company continued its training actions tailored to specific roles (see paragraph 2.3.2 “Developing knowledge and know‑how”). In 2022, Group Data Protection team processed 386 data subjects’ requests (an increase of 5.75% with regard to the previous year). No complaint from a data subject has been forwarded by a public authority, and no cross‑border request for the transmission of personal data has been sent to the Group Data Protection Officer. In 2022, all requests relating to personal data were processed and resolved within the legal timeframe, and cybersecurity incidents managed according to the Dassault Systèmes’ 3DS Incident Response Plan. 82 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 2.5 Environmental Responsibility In the year of 2022, was seen an acceleration in the occurrence of extreme climatic events, entailing significant biodiversity loss and causing the displacement of populations and widespread destruction, thus leading to massive economic losses on all continents. To address this reality, international structures has been organized around the concept of a “world partnership” to combat global warming and preserve the environment. The Paris Agreement, COP26 and, even more recently, the COP15 forum on biodiversity provide examples of mobilization and the desire to raise awareness among all international stakeholders, in view of the urgency of climate and environmental issues. Over and above political intentions, major economic stakeholders such as Dassault Systèmes are making commitments and accelerating their efforts to align their climate strategies to restrict global warming to 1.5°C. As a software developer and a designer of virtual twins, Dassault Systèmes is resolutely committed to this trajectory. The Company has joined the Science‑Based Targets initiative in favor of more effective control of its carbon footprint by 2027, with the desire to accelerate the development of solutions meeting the challenges of industry decarbonization. Dassault Systèmes is convinced that the involvement of all stakeholders is vital in combating climate change. Thus, thanks to the 3DEXPERIENCE platform, the connection and collaboration of know‑how and expertise in the fields of design, simulation and materials science provides significant potential for accelerating the sustainable transformation of its ecosystem of partners and customers in the twelve industries in which the Company is present. In this context, in 2022, Dassault Systèmes: — has entered into discussions with numerous customers on the subjects of the circular economy, eco‑design and value chain optimization, particularly by making its first sales of the life cycle assessment solutions; — has developed its sustainable solutions portfolio to increase its customers’ positive handprint. In this way, over 400 solutions, distributed across the 12 industries we work in, have helped activate the levers for the reduction of environmental impacts during the product life cycle; — has extended its submission of the Science‑Based Targets initiative by maintaining its commitment to reducing greenhouse gas emissions, in accordance with the trajectory of 1.5°C (Scopes 1 & 2) and with current best practices (Scope 3). These objectives apply to 2025 or 2027 depending on the scope of application, and foresee the attainment of the Company’s carbon neutrality target by 2040; — has continued its involvement in the Digital with Purpose movement, which promotes new technologies as a transformational lever contributing to the achievement of the Sustainable Development Goals and the trajectory set by the Paris Agreement; — has endorsed the Action Declaration on Climate Policy Engagement, which was launched by Corporate Knights and the Global 100 Council during the COP27 conference in Egypt; — continues to support, as one of its 26 founding members, the European Green Digital Coalition, which recognizes the Information and Communication Technology (ICT) sector as a key player in the fight against climate change; — has continued its climate risk analysis in line with the Task Force on Climate‑Related Financial Disclosures (TCFD) recommendations to assess climate‑related risks and opportunities; — has participated in the EECONE project, which aims to reduce electronic waste at a European level. 48 bodies from 16 European countries, covering various sectors of activity and representing the entirety of the value chain in the digital sector, have thus joined forces to propose specific solutions focusing on three main guidelines: – increasing the lifespan of electronic products through the application of eco‑design directives aiming to increase their reliability and repairability, – reducing and replacing materials, – improving circularity through the reuse, recycling or refurbishment of the materials and components used in electronic products. On the regulatory front, the European Union introduced the Taxonomy for Sustainable Activities to report on revenue, capital expenditures and operating expenses related to climate change mitigation and adaptation activities, providing the architecture of the European Union’s Green Deal (see paragraph 2.7.2 “EU Taxonomy Indicators”). In 2022, 65.8% of Dassault Systèmes’ revenue is eligible under EU Taxonomy guidelines (see paragraph 1.8.1 “Key metrics”). On December 19, 2022, two questions and answers documents relating to the first application of the alignment criteria to the EU Taxonomy were published by the European Commission, specifying in particular the certification criteria by an independent third party verifier of the data and calculations determining the aligned revenue percentage. The late date of publication of these new clarifications on verification requirements did not allow Dassault Systèmes to resume its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes not to publish the proportion revenue, operating expenses and capital expenditures considered aligned for its software solutions aiming at reducing GHG emissions, and move forward on the application of these new requirements for the 2023 financial year. 2 83 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility Dassault Systèmes has chosen to present its approach to environmental responsibility with a particular focus on climate, advocated by the TCFD which defines recommendations for the disclosure to investors of information about governance and actions aimed at reducing the risks linked to climate change. The following paragraphs deal with the TCFD framework of climate governance (2.5.1), climate strategy (2.5.2), climate risk management (2.5.3), and climate metrics and targets related to the strategy of sustainable development (2.5.4). 2.5.1 Overseeing Impacts: Climate Governance As presented in paragraph 2.1 “Sustainability Governance”, sustainability issues are core to Dassault Systèmes’ strategy and are managed at the highest level of corporate governance. Climate risks and opportunities are a particular area of focus in each of these governance bodies: 2.5.1.1 Board of Directors’ oversight of climate‑related risks and opportunities Dassault Systèmes’ lead director on the Board of Directors for sustainability matters receives regular briefings on both climate risks and opportunities as part of her oversight responsibilities of environmental, social and governance (ESG) issues. These climate risks and opportunities have received special attention in 2022. Among other measures, Dassault Systèmes has thus updated and extended its targets for reducing greenhouse gas emissions in line with scientific knowledge. Dassault Systèmes has also continued its action in favor of sustainable solutions. Each committee of the Board of Directors approaches the challenges of climate change that are linked to its mission: — the Scientific Committee examines any changes in the portfolio of sustainable solutions, specifically designed to help customers to reduce their climate footprint; — the Audit Committee’s annual program includes the examination of any changes in the new regulatory requirements concerning climate reporting, particularly in the context of the European Union’s ratification of the Directive concerning companies’ sustainable development reports and the introduction of new European Sustainability Reporting Standards (ESRS); — the Compensation and Nomination Committee includes sustainable development targets in the performance criteria for the annual variable compensation of the Executive corporate officers and of the members of the Operations Executive Committee. The members of the three Board of Directors Committees now meet at two annual sessions: one dedicated to sustainability issues and a second session dedicated to risk prevention and management within the Company, including ESG risks. 2.5.1.2 The Sustainability Steering Committee guides climate action The heads of all the Company’s key functions participate in a monthly meeting, co‑chaired by Florence Verzelen, the Executive Vice President, Industry, Marketing & Sustainability and Thibault de Tersant, the General Secretary of Dassault Systèmes, particularly to review the risks and opportunities linked to climate change. The Chief Sustainability Officer of Dassault Systèmes is the secretary of the Sustainability Steering Committee. In 2022, the following subjects in particular appeared on the committee’s agenda: — updating of the science‑based targets (SBTi); — continuation of studies related to the establishment of a carbon neutrality strategy by 2040; — continuation of the analysis of the portfolio of solutions linked to the EU Taxonomy; — continuation of an in‑depth analysis of climate change scenarios and impacts, as recommended by the TCFD. 2.5.1.3 The Sustainability department drives climate‑related initiatives The Sustainability department is coordinating the Company’s climate‑related initiatives by ensuring the following actions: — the definition of the trajectory for the reduction of greenhouse gas emissions and for attaining carbon neutrality; — support for the development of sustainable solutions for customers’ climate‑related initiatives; — the monitoring and coordination of climate action plans undertaken by the main corporate functions concerned (Real Estate; Procurement & Travel; IT; R&D; etc.); — assistance with the assessment and management of the physical and transitional risks and opportunities relating to climate change; — steering of greenhouse gas emission reporting; — management of the reporting to extra‑financial questionnaires, including the CDP “Climate Change” questionnaire; — operational coordination of the main internal networks dedicated to climate‑related initiatives. 84 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 2.5.1.4 The Sustainable Finance & Procurement department measures climate action The Sustainable Finance & Procurement department applies its expertise to the assessment and monitoring of climate‑related challenges by ensuring the following actions: — checking of the reliability of the climate reporting process and helping improve carbon accountability; — regulatory watch as part of the Corporate Sustainability Reporting Directive (CRSD) and the EU Taxonomy; — support in the selection of climate scenarios and financial assessment of climate risks; — the association of suppliers in the reduction of emissions from the upstream value chain, both through better information and through the criteria included in bid tender packages and contracts that encourage new and key suppliers to commit to the science‑based target initiative (SBTi) to reduce carbon emissions. In accordance with the recommendations of the Task Force on Climate Related Financial Disclosures (TCFD), this governance essentially aims to assess and manage climate‑related risks and opportunities in line with Dassault Systèmes’ short‑, medium‑ and long‑term sustainable development strategy. The Company also works to integrate this approach within its operating teams and to improve the quality of information and the transparency of its non‑financial performance to its stakeholders. 2 2.5.2 Driving Action: Climate Strategy 2.5.2.1 Climate‑Related Risks and Opportunities In 2021, Dassault Systèmes launched an in‑depth analysis of climate‑related risks and opportunities in the short, medium and long term, following the methodological approach recommended by the Task Force on Climate‑related Financial Disclosures (TFCD). This analysis is conducted around several potential scenarios for climate change and climate transition, such as those proposed by the Intergovernmental Panel on Climate Change (IPCC). These scenarios are based on hypotheses whose degree of reliability remains uncertain. The points for attention identified below in 2021 were confirmed in 2022 using in‑depth analyses of the corresponding challenges: — Physical risks: extreme weather conditions, floods, droughts, and high temperatures will exert growing pressures on supply chains and potentially on operations. In the long term, if the global ecological transition does not occur quickly enough, the increase in temperatures could have a direct impact on physical infrastructures, including data server centers and their power supply. This risk can be limited by diversification and assessment of the resiliency of the supply chains and close monitoring of the security of the sites and operational continuity plans in the case of an extreme event (see paragraph 2.5.2.3 “Action plans implemented to manage climate‑related risks and opportunities”); — Transition risks: in the short term, Dassault Systèmes faces increasing expectations from all its stakeholders, including customers, employees and investors, to take action rapidly on climate issues. The dangers to reputation associated with inaction or failure to achieve the targets set by the Company would increase significantly. In 2022, the pressure on the prices of certain electronic components or certain raw materials or commodities, such as energy, had an impact on the costs to suppliers and to Dassault Systèmes. This risk could continue in the longer term, but may be limited by obtaining low‑carbon energy supply sources, by accelerating the energy sobriety plan for operations and by passing price increases onto selling prices (see detailed action plan in paragraph 2.5.2.3 “Action plans implemented to manage climate‑related risks and opportunities”). In the medium and long term, some of the Company’s customers could have difficulty meeting the requirements of the energy and sustainable transition, which could have an indirect impact on its revenue in certain sectors, notably due to the generalized implementation of a carbon tax or of poorly anticipated regulatory restrictions that impact the customers, which could have direct financial repercussions for all companies; — Opportunities: in the short term, the Company has identified a strong customer demand for technologies that will allow them to innovate more quickly in a more sustainable manner. Dassault Systèmes, which pays systematic attention to environmental challenges in improving the 3DEXPERIENCE platform and its solutions, is well placed to provide eco‑design and life cycle modeling of products using virtual twins. Dassault Systèmes’ solutions already contribute to some of the most disruptive sustainable innovations, from the design of the first solar‑powered aircraft to the generation of nearly 70% of the world’s current wind‑powered energy capacity through the design of turbines. In the medium term, Dassault Systèmes could have a competitive advantage in expenses if a global price for carbon were introduced in the new Climate regulations, thanks to the prior reduction of its greenhouse gas emissions by following an ambitious science‑based trajectory. In the long term, Dassault Systèmes believes that technologies such as virtual twins, the solutions of which contribute directly to the decarbonization of the world’s economy, will be at the heart of the processes for innovation, production and product recycling and industrial services, and will offer significant commercial opportunities (see paragraph 2.5.2.3 “Action plans implemented to manage climate‑related risks and opportunities”). 85 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 2.5.2.2 Materiality assessment related to climate risks and opportunities dashboards, which facilitate access to information on the progress of its ESG commitment and initiatives. Dassault Systèmes held three Sustainability Speaker Series conferences during the year. With the adoption of a hybrid face‑to‑face and online conference model, 3,600 Dassault Systèmes employees from all regions attended at least one of these events, which aimed to give them the opportunity to interact with renowned speakers on the topic of sustainability. The topics covered at these conferences ranged from sustainable innovation in business to circularity in the automotive sector, as well as contemporary and global energy challenges. In order to increase awareness of the challenges of sustainability, the Company has promoted employee training through two initiatives: — a first roll‑out of the Climate Fresk workshops was carried out in the 45 largest sites of the Company, across seventeen countries and in all the regions where it operates. This Fresk is a training tool on the causes and consequences of climate change, as described in the IPCC reports. In 2022, 1,185 Dassault Systèmes employees participated in at least one of these workshops. A satisfaction survey following these workshops showed that more than 90% of them believe that their knowledge of climate change had been improved as a result of their involvement in the project. The Company has included innovation its annual these workshops program LEAP for SUSTAINABILITY@3DS. This program provides a space where every employee can propose solutions to make the economy more sustainable, using Dassault Systèmes’ solutions. One hundred and ninety two ideas for innovation were proposed, all focused on the theme of climate change; internal in — in addition, Dassault Systèmes has created, in partnership with the AXA Climate School, a training course specifically dedicated to sustainability challenges. This course, called Sustainability for Swymers, has been integrated into the 3DS University, which is accessible online to all employees. Eight hours of content covering a variety of topics, including climate change, biodiversity, and the growing scarcity of global resources, are offered. This training provides practical tools to help companies take action to reduce its impact. To launch this training course, the Company planted a tree for each employee who completed the course, which consists of a selection of modules. This initiative resulted in the planting of 358 trees in France, Brazil and Indonesia. It has also raised the visibility of the Sustainability for Swymers course within Dassault Systèmes. In 2022, more than 2,000 employees have completed all or part of this educational program. In 2021, Dassault Systèmes initiated an assessment of which risks and opportunities could have a significant financial impact on the Company. They are “significant risks” or “significant opportunities” depending on whether the occurrence is considered high and the resulting financial impact is considered as “medium”, “high” or “very high”. In 2022, Dassault Systèmes finalized its analyses and the physical risks are assessed as non‑significant. Detailed methodologies are described in paragraph 2.5.3 “Foster Resilience: Climate Risk Management”. 2.5.2.3 Action plans implemented to manage climate‑related risks and opportunities The growing number of issues related to climate change has led Dassault Systèmes to integrate these potential impacts as key features in its development strategy. Thus, the Company’s main functions and its Sustainability department roll out targeted action plans aiming both to reinforce Dassault Systèmes’ resilience for dealing with major climate events and to provide its customers with innovative solutions capable to adapt to these new challenges. Our primary fields of action are detailed below: — our employees, to foster sustainable innovation; — products and services, to add decision support tools integrating environmental criteria; — the supply chain, to promote responsible purchasing even more with internal functions and our suppliers; — operations, to reduce our carbon footprint with regard to real estate, transport and IT equipment; — research and development, to initiate a reflection on sustainable IT solutions; — inter‑organizational collaboration (in the form of strategic alliances), to promote such sustainable IT solutions. 2.5.2.3.1 Actions with employees In 2022, Dassault Systèmes continued to roll out its sustainability engagement program. In particular, the Company extended its initiatives launched in 2021, such as the Sustainability Compass Townhalls, regular meetings open to employees who actively engage in the internal “Sustainability Compass” community. In addition, the Sustainability department has strengthened its communication and broadened its audience within the Company by creating informative and open 86 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 Dassault Systèmes intends to amplify these initiatives in 2023, by further prioritizing sustainability training, and continuing to create opportunities to help its employees apply this knowledge in their roles and their ecosystems. 2.5.2.3.2 Actions on the portfolio of sustainable solutions In November 2021, Dassault Systèmes launched its new solution organized focused on sustainability: Sustainable Innovation Intelligence is the first and only product lifecycle management solution that integrates the powerful Ecoinvent database on a product lifecycle management platform. It enables the Company to capitalize on its virtual twin solutions by integrating Life Cycle Assessment (LCA) for multi‑criteria and systemic assessment of the environmental impact of a product or process at the design stage. The 3DEXPERIENCE platform is used by many leading manufacturers worldwide for product design and development. With the addition of the Ecoinvent database and Life Cycle Assessment methodologies, the platform is uniquely placed to help manufacturers adopt sustainable product development practices. Easy access to design and environmental data also means that stakeholders can gain an overview of the entire design and development process. With Sustainable Innovation Intelligence, organizations can explore innovative ways to reduce their environmental footprint. This solution is now fully integrated in the manufacturing portfolio and works with the Power’by solution, using 3D modeling data from other industry standards. Companies rely on the 3DEXPERIENCE platform to integrate this eco‑design framework into their product development process. As such, it is an integral part of the daily work of engineers, designers and other engineering executives. It offers manufacturing companies a way to rapidly transform their business and reduce their environmental impact. Along with this integration, training courses have been developed for the entire Dassault Systèmes’ ecosystem (employees, customers, universities and partners). The “3DEXPERIENCE Eco‑Design Engineer – Associate” training course targets engineers deploying eco‑design practices. This certification course is divided into two parts: — a “knowledge” portion, which introduces eco‑design, its principles and objectives, and the change management it requires in organizations. This part also introduces the Life Cycle Assessment tool, its different methods and the framework for use; — a “solution” part, which describes the effective use of eco‑design solution in the 3DEXPERIENCE platform, to integrate the measurement of environmental impact as an additional decision criterion in product design. In 2022, 63 people have completed the “Explore the Eco‑ Design Engineer Role” module and 45 people were certified “3DEXPERIENCE Eco‑Design Engineer – Associate”. Dassault Systèmes wanted to quantify and value the positive impact of its activities on the environment, through the prism of avoided greenhouse gas emissions. The objectives of this work were to (i) assess Dassault Systèmes’ alignment with activity 8.2 Data‑driven solutions for GHG emissions reductions of the European Taxonomy, by showing how the Company helps its customers to reduce their Scope 1 and 2 emissions through its solutions, and (ii) calculate the environmental benefits of the Dassault Systèmes’ software solutions in terms of greenhouse gas emissions reduction in specific case studies. The general methodological framework was as follows: — conceptual framework: the emissions removed are the difference between the emissions recorded in a reference situation and the emissions estimated in a low‑carbon situation. The emissions in these two situations are dependent on the context in which the solution is inserted: geography, customer profile, market segment, etc.; — timescale: the calculation of avoided emissions is carried out for the entire time the product is marketed. It is possible to update the annual calculation using the input data corresponding to the year of calculation; — choice of reference situation: two main types of reference situations are identified (the previous situation, and the average market situation). The “Net Zero Initiative” describes a typology of contexts allowing the identification of a robust reference situation for a given context; — scope: the calculation of interrupted emissions follows a life cycle logic, meaning that it includes emissions from manufacturing, use, end of life, etc.; — evolution in emissions over time: the underlying decarbonization of energy and of other dynamic effects are taken into account in the calculations; — level of accuracy of the assumptions: the level of accuracy of the avoided emission calculation can be variable (specific to each solution sold, company average or market average). It depends in particular on the type of solution and the availability of the customers’ data. More broadly, the virtual worlds of Dassault Systèmes specifically help our customers to achieve the UN Sustainable Development Goals of “clean and affordable energy” (SDG 7) and “climate action” (SDG 13), both of which are necessary for the transformation of societies, without significantly harming all other environmental aspects (water, waste, pollution and impacts on biodiversity), as the following examples demonstrate: 2 87 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility Manufacturing Industries The sector of Manufacturing Industries is undergoing a massive transformation to decarbonize its energy sources, use new materials and new processes while assessing the environmental impacts of these choices on a scientific basis at the earliest stages of design – where up to 80% of environmental impacts can be determined. To do this, manufacturers need to engage their entire supply chain to work more closely together and innovate boldly, considering sustainability as a requirement to reduce the environmental footprint of any product or system from the design phase. Dassault Systèmes’ new Life Cycle Assessment solutions contribute to this, by offering trade‑offs between performance, cost and environmental impact based on design choices. By studying the CO2 emissions avoided during the construction and manufacture of a train, Dassault Systèmes offers its customers, with the DELMIA solutions: — to reduce the amount of scrap generated (fewer non‑conformities, fewer returns, etc.) through advanced simulation to optimise operations; — to virtually initialize the prototype and send production instructions from one site to another; — to gain efficiency on project management tasks (common and integrated engineering and project management environments, single and shared database, single tool for all main activities, direct feed to ERP/MES). The calculations made in this study estimate the emissions avoided by these “low carbon” services at between 6,000 and 11,000 tCO2‑eq. compared with the initial scenario. The reduction in the use of raw materials is the criterion that contributes most to these environmental benefits, followed by the reduction in energy consumption, and then in the number of employees trips. Transportation & Mobility The Transportation and Mobility industry is undergoing a massive transformation as it moves its business model toward mobility as a service, with cars built to last longer, maximizing their efficiency during use and designing them to be repairable and easily dismantled. System modeling helps customers to simulate and optimize these complex systems, while tracking key sustainability indicators. Specifically, vehicles’ light weighting can provide significant benefits in terms of reduced energy and raw material consumption, particularly through the optimization of systemic impacts in the vehicle design, which further amplify the direct benefits of weight reduction. For example, when the weight is reduced, the engine and powertrain can be downsized while maintaining the same acceleration performance as before the weight reduction, thereby improving the fuel efficiency of the product. The benefits of emissions reduction are known for several years in academic studies led by applied research centers such as MIT (Massachusetts Institute of Technology) and Harvard. In addition to this weight reduction, computer‑aided design plays a key role in other forms of innovation, such as improving aerodynamics and reducing the energy and materials used in the production of physical prototypes, or modeling of manufacturing processes and ensuring digital continuity to avoid non‑conformities. For example, with SIMULIA, one of Dassault Systèmes’ customers has modeled the aerodynamic performance of its new train model using the virtual twin. This allowed them to reduce the number of physical models to be built and tested in a wind tunnel. Thus, SIMULIA has enabled this customer to avoid the emissions associated with these tests. These savings are estimated to be between 17% and 54% compared to a situation in which physical tests would be the only alternative. Consumer Packaged Goods & Retail Leaders in sustainable solutions for the glass industry are joining forces to collaborate on an innovative technology to increase the strength and therefore significantly reduce the weight of glass bottles. Dassault Systèmes has conducted virtual twins tests to research and develop a coating that will make the glass bottle lighter without compromising its strength and shape – an industry first. The lighter glass bottle will retain its 100% recyclability and have an optimized production cost. In addition, the use of virtual simulation experiments and the analysis of the impact of new coatings on mechanical properties will limit the potential for structural failures. Glass’ light weighting is one of the solutions to reduce the CO2 impact of the glass sector, both in the manufacture of the bottle and in the transport of the finished products. Advanced modeling and simulation approaches are also essential to support teams seeking to meet these increasingly complex challenges and successfully balance conflicting requirements. For a consumer goods client of Dassault Systèmes, the goal was to design packaging solutions that minimize waste, maximize supply chain efficiency and consistently meets consumers’ expectations. Using the “Packaging Excellence Leader” solution, weight gains of around 12% on average were achieved on the packaging, leading to a reduction in raw materials consumption. 88 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 Infrastructure & Cities While sustainability regulations multiply and urban populations continue to grow, cities today face complex challenges that require more precise planning and development to optimize the quality of life of their inhabitants. At the same time, cities and their infrastructures are becoming smarter, thanks to the increased availability of sensors data. In the Infrastructure & Cities sector, ecosystems and projects are growing in complexity and scale. By providing multi‑scale modeling, combined with optimization and simulation, the virtual twin offers some capabilities to do better and with less impact on the environment, throughout the lifecycle (during construction, use, and until end of life). Modular design makes it much easier to design right the first time, reducing waste and defects. A Renaissance of the construction Industry is possible, to make it more sustainable and affordable. This new level of integration will reduce waste and facilitate the construction lifecycle by providing new opportunities for innovation and collaboration between the field, project teams and the supply chain of this industry. Governments and cities frequently lack a holistic vision to achieve their objectives. It is often impossible for them to access the full picture necessary for decision‑making because the information is partitioned among different ministries and public organizations industry, health, security, etc.). Once deployed, the 3DEXPERIENCE platform gives access to a collaborative and innovative environment for municipal public services, but also for the main contributors to construction and infrastructure projects, such as design institutes or urban developers. (economy, The “cockpit” natively embeds a set of tools and indicators to facilitate communication between stakeholders and the definition of actions to be taken. Decision‑making and the shift to action are simplified, with clearly identified responsibilities and an optimized coordination. Life Sciences & Healthcare In the Life Sciences & Healthcare sector, Dassault Systèmes contributes significantly to the United Nations Sustainable Development Goal “Good Health and Well‑being” (SDG 3) through the numerous clinical trials conducted each year on the MEDIDATA platform, as well as the academic research conducted with BIOVIA. Both demonstrate the power of the virtual twin for health, patient well‑being in the fight against pandemics and for the reduction of emissions linked to the production processes of the pharmaceutical sector. In 2020, Dassault Systèmes also launched the Water for Life campaign, which combines the themes of water and consumption to assess how the sector can consume smarter and protect this resource threatened by over‑consumption. This campaign is part of the Company’s commitment to support the United Nations Sustainable Development Goals and, in particular, SDG 6 to “Ensure availability and sustainable management of water and sanitation for all”. Water for Life also helps clients to meet this challenge in three ways: by measuring and optimizing, innovating and creating, and educating. For example, the 3DEXPERIENCE platform aims to help measure and optimize the water footprint of companies by offering integrated solutions providing data on the water consumption associated with the created experience and the impacts of various design options. 2.5.2.3.3 Action on the supply chain For many years, the Procurement & Travel department has integrated sustainability issues into its strategy, in its social, environmental and ethical dimensions. The system in place covers specifications, supplier selection criteria, the entire supplier relationship, stakeholder involvement, training, and buyers’ objectives. In addition to the recurrent training actions in sustainable development, all the Procurement teams attended a Climate Fresk workshop in 2022. The Travel & IT Procurement teams have also attended a Mobility Fresk workshop and a Digital Fresk workshop to better understand the environmental issues and better integrate them into future calls for tender. The Procurement department contributes to the science‑based target initiative (SBTi) to reduce the carbon footprint: — concerning Scope 1 and the vehicle fleet, the catalog of the two major countries (France and Germany) no longer includes diesel vehicles and only offers electric and hybrid vehicles. The objective is to have only electric vehicles in the catalogue by the end of 2025; — concerning Scope 2, the portion of green energy of the sites has increased from 67% in 2021 to 90% in 2022. The purchase of green energy certificates is detailed in paragraph “2.5.2.3.4 Action on Real Estate management and its energy consumption”; — concerning Scope 3, Dassault Systèmes estimates that 48% of its suppliers (in equivalent CO2 emissions) in its value chain have joined the Science‑Based Targets initiative (SBTi) to date, of which 26% have a “Targets Set” status and 22% have a “Committed” status (based of its 2022 expenditure), as published on the SBTi website. The Procurement department has organized several webinars to help its suppliers better understand the sustainability strategy of the Company, how to address the climate issues, and the SBTi methodology and its operational procedures to accelerate their commitment to decarbonize their value chain. The Procurement department intends to continue this initiative in 2023. 2 89 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility Alongside its SBTi target related to supplier management (i.e. 50% of suppliers in emissions having set science‑based targets), the Procurement department is continuously seeking to reduce the emissions related to purchased goods and services in absolute value. In this context, it promotes the integration of circular economy issues into the entire purchasing process: — use of recycled mobile phones and tablets for clinical tests relating to the “Patient cloud” offer of the Medidata subsidiary; — purchase of carpet made of recycled fishing nets fiber to furnish the new building on the Vélizy‑Villacoublay Campus; — Dassault Systèmes’ major events were also operated run by ISO 20121 certified events agencies; — finally, the implementation in 2021 of the new Responsible Event Charter was reflected in 2022 by the carbon offsetting of the Value Up 2022 event. 2.5.2.3.4 Action on Real Estate management and its energy consumption With the exception of the office facilities located in Pune, in India, and in Paso Robles in the United States, the Company does not own the offices it occupies and does not have full ownership rights over any land or building, either directly or through a property lease. Dassault Systèmes’ location choices are driven by a constant desire to promote synergies and collaboration, as well as to improve working conditions of employees while controlling the environmental footprint of its activities. Since 2008, the Company has been pursuing a policy of locating its activities in buildings certified by environmental labels such as the Haute Qualité Environnementale (HQE, or High Environmental Quality), LEED or BREEAM. In this sense, in 2021, it strengthened the environmental criteria within the reference framework for selecting new locations. As of December 31th, 2022, 37 sites have an environmental building certification: Number of environmental certifications 2022 2021 2020 Europe Americas Asia TOTAL 15 12 10 37 13 13 9 35 13 11 7 31 In 2021, the Pune Campus, in India expanded with the construction of the SKY tower, designed sustainably. This building has now obtained the Indian Green Building Council (IGBC) certification. It is equipped with 440 solar panels with a total power of approximately 240 kW, 25 electric recharging stations, LED lighting and motion detectors to optimize its electricity consumption. In addition, shuttles are made available to employees daily in order to encourage public transportation and reduce the carbon footprint related to employees’ commute. The Company, through its SBTi commitment, intends to reduce its greenhouse gas emissions related to its energy consumption by 35% by 2027 compared with 2019 levels. In this context, the Real Estate team launched for several years actions to reduce the environmental impact of its operations, including the implementation of an Energy Management System via ISO 50001 certification. In 2021, the Company obtained the certification for 31 sites in Europe, which represents 100% of the portfolio targeted. In this perspective of continuous improvement, it continued its approach to extend the scope of certification to twelve new sites, of which are located in the United States and two are in India. The certification was also obtained for these new sites. In 2022, in order to control the monitoring of its Management System, the Company again conducted internal audits, then external audits of five sites over the Europe scope, constituting a representative sample and conducted by an independent third party. The certification was maintained for the Europe sites. The certification process for all these sites, the general energy management methodology and the Energy Management System tool for monitoring are all supported by the 3DEXPERIENCE platform. Centralizing the monitoring, analysis and management of our energy consumption in this way helps relevant action plans to emerge. The implementation of these same plans is monitored on the platform, and sustains the Company’s continuous improvement approach. In 2021, total energy consumption amounted to 78,127 MWh (according to the new estimation method, including sites with fewer than 50 employees). As of December 31th, 2022, it amounts to 82,766 MWh – an increase of 6%. This variation is due to the return to site of employees, following the COVID‑19 pandemic, and the increase in the workforce, counterbalanced by the energy sobriety actions established in 2022. At the same time, the Company created a worldwide digital collaborative space to improve exchanges and promote the sharing of best practices around its Energy Management System. In the context of this certification and its commitment to reduce its energy consumption, Dassault Systèmes has defined a global energy policy aims at the continuous improvement of its energy management. This policy applies to all the sites under certification, and includes in particular by the following commitments: — troll out in all the countries of operation a regulatory watch specifically dedicated to regulatory developments in the energy field; — for all new sites and locations, favor buildings with environmental certifications such as BREEAM in Europe, LEED for the Americas and Asia, and NABERS in Australia; 90 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT — optimize energy efficiency, particularly through the installation of smart sensors, and to monitor energy consumption from the 3DEXPERIENCE platform; — reduce the energy consumption of buildings and greenhouse gas emissions (see paragraph 2.7 “Environmental, Social and Governance Metrics”); — source renewable electricity or purchase low‑carbon (see paragraph 2.7 certificates energy attribute “Environmental, Social and Governance Metrics”); — favor the purchasing of equipment and services with low levels of energy consumption (LEDs, etc.); — raise the awareness of all employees of sustainable development and the ISO 50001 standard. In 2022, 36 Dassault Systèmes’ sites are equipped with connected meters, covering 40% of the Group’s workforce. These devices ensure real‑time monitoring and management of electricity consumption by type of usage and of any variations. As of December 31th, 2022, in line with the ISO 50001 certification scope, the Company equipped all of its sites in Europe and five in the United. In addition to these actions, since October 2022, Dassault Systèmes has defined the average temperature rules for all its offices around the world, significantly lowering average temperatures for heating and increasing them for air conditioning. For heating and air conditioning: — the average temperature for heating during work days is 19.5°C (+/‑1°C) (68°F). The weekend heating temperature is set at 11°C minimum (52°F); — the hot water temperature in the restrooms is set at 55°C (131°F); — the average temperature for air conditioning on work days is 26°C (77°F) with a maximum delta in relation to the outside temperature of +8°C; — heating, air conditioning and ventilation are cut on weekends; — all lights are switched off between 9 p.m. and 6 a.m. In 2022, the energy consumption of the main facilities amounted to 74,744 MWh, of which 91% is electricity related. In the United States, the consumption of low‑carbon electricity is certified by the purchase of Renewable Energy Certificates (RECs), and is documented by the issuance of electronic certificates, as described in the legal provisions of the Center for Resource Solutions. In India, low‑carbon electricity is directly produced (via solar panels, for example) or certified by the purchase of International‑Renewable Energy Certificates (I‑RECs) for land‑based wind power production. In total, 90% of our electricity consumption is therefore now decarbonized, compared with 67% in 2021. As of December 31th, 2022, 43 sites used low‑carbon electricity. Social, Societal and Environmental Responsibility Environmental Responsibility 2 Estate Management Real the ISO 50001 certification to ten additional sites in America and three in India, and to initiate the process in one site in Asia. In the context of this extension of certification, another objective is to install electrical smart sensors in each of these 14 sites. extend plans to 2.5.2.3.5 Action on Transport and Business travel The process intended to limit the environmental impact of business travel continues, and all local Travel policies have been updated to promote good balance between travel needs and the reduction of the environmental footprint. It emphasizes priority to video‑conference meetings over travel, travel by train rather than by plane, direct flights for air travel, as well as low‑emission car rentals and choosing a hotel close to the work site. It also encourages the reduction of travel for internal meetings and asks employees to combine their trips, limit international flights and the number of participants. Control and monitoring of trips are stronger. “Travel Smarter, increase the Travel Greener” communication campaigns awareness and educate employees on best practices to be implemented when traveling in order to reduce greenhouse gas emissions. Dassault Systèmes is also increasing the number of electric charging terminals at its sites to support its transition to a catalog of all‑electric company cars and encourage all its employees to move toward more sustainable mobility. Dassault Systèmes plans to double the number of terminals in France at its DS Paris Campus in 2023, then again in 2024 with the equipment of a new building. Free charging for employees is confirmed over the next two years. The Company has introduced a flexible work program that enables employees to work remotely up to two days per week. Launched in 2021, its roll‑out continued over 2022. This program reduces by 40% the travel time and the carbon footprint linked to employees’ commute compared with a situation in which only a few were authorized to work remotely before the COVID‑19 pandemic. A survey was also conducted with all Dassault Systèmes employees in May and June 2022 in order to gain a better understanding and accounting of the carbon footprint from their home‑work commute. This survey had the notable effect of providing pertinent indicators in order to refine policies on this issue, with a better grasp of the reality of the modes of transport used and by shedding light on employee expectations. Actions should be taken in 2023 to take these results into consideration in local action plans. 2 91 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 2.5.2.3.6 Action on the IT stock Governance for more sustainable IT In order to manage projects related to sustainable IT, all actions and indicators are reviewed monthly at a meeting of the “Sustainable IT” steering committee, in collaboration with IT purchasers. The purpose of this committee is to validate and monitor the global strategy, confirm the targets, and review the different performance indicators established (e‑waste, CO2 emissions, Science‑Based Targets initiative membership rate, etc.). For the most important projects, a weekly follow‑up is set‑up. Life cycle and Purchases Environmental management and the life cycle of the Company’s IT stock are important elements of its environmental approach. When a need for computer hardware arises, Dassault Systèmes makes its employees aware of the environmental footprint by informing them of the carbon emissions from the hardware, such as laptops, work stations and the monitors that may be made available. The Company has continued its effort to systematize the integration of a social and environmental component for IT bid packages. In 2021, it increased the weighting of these criteria in line with its responsible Purchasing policy, particularly by encouraging its suppliers to join the Science‑ Based Targets initiative. Dassault Systèmes encourages the purchase of equipment with low carbon emissions, assesses the sustainability performance of the IT equipment and software and continues its dialog with the main suppliers to find out the real CO2 emission factors. In particular, this approach led some of its major infrastructure suppliers for the data centers to communicate a first estimate of the carbon footprint of the equipment operated by Dassault Systèmes around the world. In 2023, the Company plans to raise employee awareness of sustainable development on the IT teams by the addition of environmental criteria in its project management. Thus, any new project linked with the infrastructure must be subject to an assessment of the associated carbon footprint. Dassault Systèmes has also set the following goals for 2023: — to work with its main suppliers of computer hardware to extend the duration of support for hardware in order to extend the useful life beyond the current policy; — to implement a testbed to collect data on the energy footprint of different workstations and environments before they are produced; — to continue its plan to roll out a Life Cycle Assessment solution for computer hardware in order to more closely analyze environmental impact: greenhouse gas emissions, water use, use of rare earth elements, etc. Data centers In 2022, Dassault Systèmes worked on guidelines for data centers, with the aim of adjusting the tracking of environmental indicators and promoting greener digital technology. The worldwide assessment of the data centers moved the Company forward in terms of the collection and quality of environmental data. This collection, which is done in conjunction with the hosting partners, made it possible to raise the temperature of the server rooms that host Dassault Systèmes solutions, and make them more energy efficient. The goal of this collaboration is to improve the “Power Usage Effectiveness” (PUE), which reflects the energy efficiency of these data centers. Dassault Systèmes wishes to encourage its data center and/or cloud providers to use renewable energies for their operations. In 2022, Dassault Systèmes implemented an overarching policy that aims to adjust the temperature of all its data centers by a few degrees upwards to optimize its energy footprint, and to monitor the electricity consumption of services and cooling systems in its data centers. 100% of the Company’s largest data centers are powered by renewable energy. Dassault Systèmes has set up a process for managing the life cycle of virtualized environments with a catalog of standard virtual machines, an allocation validation circuit and the obligation for the user to periodically confirm the use of the machine, otherwise it will be automatically decommissioned. This automated process optimizes the use of physical infrastructures by improving their utilization rate and avoiding oversizing. In the first quarter of 2022, Dassault Systèmes deployed a new data center that complies with the Code of Conduct for Energy Efficiency in Data Centers. When this code of conduct is fully operational, the Company hopes to achieve a PUE of 1.2. This deployment offered the opportunity to rationalize the Company’s infrastructure needs and to decommission more than 60 servers. The IT policy aims to use servers for as long as possible. When servers are refurbished, Dassault Systèmes reuses the hardware in infrastructure that does not require as high a performance. This policy has helped extend the lifetime of servers to as long as 10 years. The Company is in discussions with its suppliers to extend maintenance to three additional years on hardware, software and security updates in order to guarantee continued operations. Electrical and electronic waste In 2022, Dassault Systèmes improved end‑of‑life equipment processing monitoring indicators (reuse, recycling, dismantling, incineration). The volume of electronic waste disposed of is tracked worldwide on a quarterly basis. This end‑of‑life equipment processing policy is communicated to newly integrated companies, and annually to all employees in charge of collection. 92 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 This year, 47 metric tons of waste electrical and electronic equipment were collected. In Europe, the Company continued its collaboration for the reconditioning and the recycling of this equipment with its partners, who employ people with disabilities and/or people who are remote from the world of work. In the United States, in the context of conducting clinical trials remotely, MEDIDATA provides recycled terminals to allow data entry by the patients themselves. Every year in France, 91% of decommissioned laptops find a second life in the circular economy, the remaining 9% are reprocessed, in compliance with the WEEE standard. Awareness‑raising in International In 2022, Dassault Systèmes participated E‑Waste Day and encouraged employees to drop their e‑waste off at collection points set up at their workplaces. This initiative was promoted worldwide through the different communities of its 3DEXPERIENCE platform, thus allowing the collection of 2 metric tons of end‑of‑life equipment. This year also provided an opportunity to publicize the importance of cleaning up data during Cyber World CleanUp Day. All employees were told the volume of data they were backing up. This initiative led to a revision of the backup policy, thus enabling the deletion of several terabytes of data. The Company will repeat these initiatives in 2023, supplementing them with a worldwide communication campaign on eco‑friendly actions. User environment In 2022, Dassault Systèmes launched campaigns to uninstall unused software from user workstations, improving the management of storage needs. It also improved and rolled out new policies on sleep mode for laptops, photocopiers and meeting rooms to reduce their environmental footprint. In addition, other areas for improvement have been identified during 2022, particularly on the American continent, where an effort has been made to rationalize the number of photocopiers. A study on the use of landlines also helped slash the number of these phones by 70%. The goal is to eliminate the remaining 30% over the next two years. The Company has also reduced the maximum size of the email archive folder in order to contain storage needs. This step also makes users more conscious of the various impacts of IT in sustainability. Donations and recycling In 2022, Dassault Systèmes outsourced the cleaning and refurbishment of laptops, peripheral equipment and backpacks to a company that employs people with disabilities. The Company plans to continue this initiative in 2023. computer hardware is donated through La Fondation Dassault Systèmes (see paragraph 2.4.1 “Philanthropy: Committing to Education and Research”). 2.5.2.3.7 Research and development In 2021, an initiative to raise awareness on sustainability issues in digital sector has been deployed within R&D department. This initiative is materialized by training R&D teams around the world, allowing an awareness of the criticality of sustainability and all the associated challenges. The aim is to pursue this initiative in 2023, by continuing to expand its deployment within the R&D department. To better assess the carbon footprint of its solutions, Dassault Systèmes also conducted a pilot study in 2022 with one of its major customers, covering the entire life cycle of the solutions it uses. This study focused on greenhouse gas emissions related to software development and maintenance, data centers use, data transmission and end use of the software concerned. It showed that the footprint directly attributable to Dassault Systèmes – software development and maintenance – was far less than 5% of the overall estimated footprint. While it demonstrated that the carbon footprint from development and maintenance was minimal in the overall life cycle of its solutions, the study also highlighted the importance of the structure of the information system itself (type and location of storage, type of hardware, etc.). In this regard, Dassault Systèmes plans to continue in 2023 its research aimed at estimating the greenhouse gas emissions of its solutions in the use phase. 2.5.2.3.8 Strategic alliances for climate change adaptation and mitigation In 2022, Dassault Systèmes continued its involvement in the “Digital with Purpose” movement, which promotes new technologies as a transformative lever contributing to the achievement of the Sustainable Development Goals and the trajectory set by the Paris Agreement. The Company also became one of the 26 founding members of the “European Green Digital Coalition”, which recognizes the Information and Communication Technology (ICT) sector as a key player in the fight against climate change. The coalition aims to promote investment in the development and deployment of green digital solutions, the development of methods to measure the climate impact of digital solutions, and the establishment of guidelines for green digital transformation. Dassault Systèmes has also launched a partnership with a startup company which is developing autonomous carbon capture solutions in the high seas through the photosynthesis of phytoplankton. to climate change mitigation, this innovation, which uses the 3DEXPERIENCE platform, also promotes biodiversity by providing a food resource for local marine animal species. its contribution In addition to More broadly, Dassault Systèmes has initiated a reflection process to identify priority topics and the stakeholders with whom to address them in order to contribute to strengthening adaptation to climate change. This reflection process will continue in 2023. 2 93 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 2.5.3 Foster Resilience: Climate Risk Management A detailed analysis of climate change scenarios has been initiated in 2021 and continued in 2022 to provide a better understanding and assessment of climate‑related risks. This analysis takes a distinct approach: — two climate change scenarios to assess the physical risks; — a transition scenario to assess the transition risks and opportunities. projections of global development in which emissions will – or will not – be reduced. Transition Scenario The transition scenarios anticipate possible changes in political and economic systems and in the level of international cooperation that could sufficiently reduce greenhouse gas emissions, limiting global warming to 1.5ºC or 2ºC. The risks and opportunities analysis focuses on two major scopes: 2.5.3.1.2 Scenarios Selected to Assess the Impacts of Climate Change The analysis begun by Dassault Systèmes following the methodology suggested by the TCFD is based on the following scenarios: — Climate change scenario SSP 1 – 2.6: This scenario is the combination of the SSP 1 and RCP 2.6 trajectories. This scenario depicts a world evolving toward sustainable practices thanks to strong international cooperation, limiting global warming to 1.8°C between now and 2050. In this scenario, the concentrations of GHGs reach a peak in 2020, and then diminish regularly. It is aligned with the sustainable development scenario prepared by the International Energy Agency; — Climate change scenario SSP 5 – 8.5: This scenario is the combination of the SSP 5 and RCP 8.5 trajectories, otherwise known as the “status quo”. Based on an economy founded on fossil fuels, with no change of policy and with an increase in greenhouse gas emissions, this scenario leads to a global warming of 4.4°C by 2100. The concentrations of GHGs would then increase until 2100. This pessimistic scenario is commonly used to assess resilience to a “worst case” scenario, where multiple severe physical impacts would occur. Dassault Systèmes uses both of these scenarios to assess and improve its resilience to the potential physical impacts of climate change. — Sustainable Development Scenario (SDS): This transition scenario was developed by the International Energy Agency (IEA) and published in its World Energy Outlook. It describes a plausible pathway that honors the Paris Agreement’s target of limiting global warming to “well below 2°C” target (SDG 13) while achieving universal access to energy (SDG 7) and improving air quality (SDG 3.9). In this scenario, in addition to considerable efforts to achieve short‑term emission reductions, all current commitments aiming to achieve net zero emissions (in 2050) must be met. Dassault Systèmes uses this scenario to assess and improve its resilience as part of the transition to a low‑carbon economy. — Dassault Systèmes’ operations; — Dassault Systèmes’ upstream and downstream value chain (suppliers and customers). 2.5.3.1 Climate Change Scenarios 2.5.3.1.1 Scenarios of Transition and Climate Change The objective of the climate change scenario analysis is to assess the resilience of the Company’s operational model in the face of climate‑related incidents, with the ambition of anticipating the potential impacts of climate change and the effects of the transition, and thus to direct Dassault Systèmes’ strategizing. The Task Force on Climate‑Related Financial Disclosures (TCFD) recommends analyzing the physical risks stemming from climate change in conjunction with the transition risks and opportunities, given that these two phenomena occur simultaneously. The methodological approach suggested for this analysis entails assessing the potential impacts of a transition scenario on the one hand and of several climate change scenarios on the other. Climate Change Scenarios These scenarios are the combination of Representative Concentration Pathways (RCPs) and Shared Socioeconomic Pathways (SSPs) as developed by the Intergovernmental Panel on Climate Change (IPCC). The RCPs trace concentrations of greenhouse gas, aerosols and other gases that are chemically active in the atmosphere. They have been developed to be representative of the main scenarios existing in the scientific literature and are named based on the radiative forcing reached by 2100. They represent different magnitudes of global warming anticipated by the end of the century. The various SSP trajectories represent projections of demographic changes, urbanization levels and growth levels the world could experience based on the climate change policies implemented, with global warming in 2100 ranging from 3.1°C to 5.1°C above preindustrial levels. The SSP scenarios represent different 94 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 2.5.3.2 Process to Identify and Assess Climate‑Related Risks 2.5.3.2.2 Methodologies to Calculate the Level of Physical Risk 2.5.3.2.1 Methodology to Assess Climate Hazard The assessment of physical risks is based on the following methodologies: — for Dassault Systèmes’ operations: risks related to rising water levels, extreme precipitation, extreme wind speeds, heatwaves, hail and thunderstorm probability, drought frequency and forest fires are assessed using Jupiter Intelligence – a leading tool that analyzes climate risks. Twenty‑six of our key sites were thus assessed in detail based on the two climate change scenarios selected (SSP 1‑2.6 and SSP 5‑8.5) in order to produce a Climate Score™ that corresponds to the level of climate hazard by site and by type of physical risk, over different time periods; — for Dassault Systèmes’ value chain: risks of temperature rise, strong precipitation, drought, surface wind and sea‑level rises are assessed using the newly developed IPCC WGI Interactive Atlas. Based on the sixth IPCC report (published in 2022), this interactive online tool uses several models to provide detailed information at the global level for different time periods. The information provided is aligned with the IPCC scenarios, including the SSP 1‑2.6 and SSP 5‑8.5 5 scenarios selected by the Company. Fourteen regions of the globe, representing the trade areas involved with Dassault Systèmes’ value chain, were analyzed using this atlas. The analysis revealed a level of climate hazard by geographic area and type of risk, over different time periods, covering 100% of expenses and sales. To assess the physical risks related to climate change, the time periods considered correspond to those recommended by the IPCC WGI Interactive Atlas: — 2021 to 2040 for the short term; — 2041 to 2060 for the medium term; — and 2081 to 2100 for the long term. The level of physical risk is determined using the following variables: — climate hazard, which is the probability of occurrence of a climate event that can cause impacts to people, infrastructure, or resources and the potential of the risk’s impact. The level of climate hazard comes from the Jupiter Intelligence tool for the scope of operations, and from the IPCC WGI Interactive Atlas for the value chain; — exposure, which is the presence of people, infrastructures or resources that could be negatively impacted. The exposure level corresponds to the share of Dassault Systèmes’ business conducted in the geographic area assessed, measured by expenses and sales; — vulnerability, which is the propensity or predisposition to be negatively impacted. This predisposition is an internal characteristic of the impacted element. Vulnerability also includes the capacity of the group of people concerned to adapt to the event. The vulnerability level corresponds to Dassault Systèmes’ ability to prevent potential impacts of physical risks, react in the event of a natural disaster and ensure business continuity. Several calculation formulas for the risk level were considered as part of the assessment conducted by Dassault Systèmes to take account of the specific features of the scope in question: For the operations scope, the following formula is applied to determine the net risk level: Risk level = Climate Hazard X Exposure X Vulnerability For the value chain scope, the following formula is applied to determine the net residual exposure level: Risk level = Climate Hazard X Exposure 2 95 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 2.5.3.2.3 Methodologies to Calculate the Potential Financial Impact of Physical Risks Estate, Human Resources and Information & Technologies departments. To determine the level of potential financial impact of physical risks, Dassault Systèmes uses a methodology that directly involves the selected climate change scenarios. The main types of potential impact on Dassault Systèmes’ business operations or value chain are: — faster impairment of computer hardware and real estate Each climate hazard is matched in the IPCC scenarios to an indicator describing the magnitude of change impacting the operating conditions. For example, the climate hazard corresponding to temperature rise includes a scale in number of days per year hotter than 35°C, with 2014 as the baseline year. This indicator follows a progressive scale based on the selected scenario and the time period considered. Dassault Systèmes has analyzed how its operational activities and the components of its upstream and downstream value chain could be affected by the indicators of each climate hazard and their progression over the projected time periods. This analysis was conducted with support from the key managers of the relevant departments – namely, the Real equipment; — increased need for maintenance of real estate equipment and computer hardware; — disruption in computer hardware and energy supply chains; — increase in insurance coverage for infrastructure and employees. Each type of potential impact is matched with one or more corresponding financial components, generating a scale of potential financial impacts linked to the progressive scale of risk level. Using these two scales, the formula applied to determine the potential financial impact of each physical risk is: Risk level X Potential level of financial impact X Value of corresponding financial component 96 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 2.5.3.2.4 Results of the Assessment of Physical Risks and Potential Financial Impact The climate scenario analysis reveals a relatively low level of risk globally for Dassault Systèmes, for both scenarios, all risk natures and time horizons. The main climate hazards for which the operations of the Company is exposed are drought, heat and precipitations. India, China, Korea, Japan and North America are the most concerned geographical areas of the world, with risk levels that remain nonetheless quite moderate, except for the long‑term time horizon of the “worst case” scenario. Once the prevention and mitigation criteria taken into account, the residual levels of risks, for operation, and the global exposure risk, for the value chain, end up in their vast majority low or very low. The potential financial impact of physical risks related to climate change (before taking into account risk mitigation and adaptation measures) less than €20 million per year for all scenarios and time periods except for the scenario corresponding to “status quo” over the long term (2100), for which the impact is estimated at less than €40 million. is estimated at Once the prevention and mitigation measures are taken into account, the potential financial impact of physical risks related to climate change is estimated at less than €4 million per year for all scenarios and time periods except for the scenario corresponding to “worst case” over the long term (2100), for which the impact is estimated at less than €6 million. 2 97 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 98 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 2 99 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 2.5.3.2.5 Methodology to Assess Transition Risks and Opportunities 2.5.3.2.6 Methodologies to Calculate the Level of Transition Risks and Opportunities Transition risks and opportunities are assessed using the following methodology: The level of transition risks and opportunities is determined using the following variables: — risks related to the categories of policy & legal, technology, market and reputation were assessed on their own with support from the key Dassault Systèmes operational managers in the main departments that could potentially be impacted; — the Probability of occurrence to qualify if the driver is exceptional, plausible, tenable, or almost certain. Since all risks and opportunities reviewed are included in the SDS scenario, the probability is set at a single default value, which is “high probability” (level 4 out of 5); — opportunities related to energy efficiency, new energy sources, products & services, markets and resilience underwent a similar assessment conducted with support from the Company’s key managers. The methodology is based on the Sustainable Development Scenario of the IEA World Energy Outlook. It is similar to the one used to assess physical risks, and it incorporates four variables: — assessment of the risk level of Dassault Systèmes when confronting the challenges of the transition to a sustainable economy; — the short, medium and long terms, set respectively at 2030, 2040 and 2050, as suggested by the methodological framework of the TCFD. The main categories of transition risks and opportunities are: Risks: — policies and legal, including regulatory developments that may affect business models and their relevance, generate compliance costs or additional litigation; — technology, mainly due to technological disruptions affecting the strategic processes of companies, the products and services or the positioning of certain players in the value chain; — market, through unfavorable changes in consumer behavior and expectations, profound changes in structure, market dynamics and the competitive environment; — reputation, by the inability to adapt to the expectations of customers, investors and stakeholders at large. and opportunities: — in terms of energy efficiency, through savings related to the optimized use of raw materials; — linked to energy sources, through the use of alternative, low‑carbon sources; — products and services, generated by the emergence of new business models based on products and services adapted to new economic conditions; — market, through the dynamics of diversifying and adapting business models to consumer expectations and behaviors; — resilience, through actions innovations implemented to promote the robustness of operational models. taken and — the Magnitude of the risk/opportunity’s impact; — the Exposure of operations and the value chain to the risk/opportunity; — the Vulnerability, meaning the residual risk or the opportunity level where mitigation action can address the risk/opportunity. The following methodological formula is used to determine risk or opportunity level: Risk/Opportunity level = Probability X Magnitude X Exposure X Vulnerability 2.5.3.2.7 Results of the Transition Risks and Opportunities Assessment In 2023, Dassault Systèmes will continue the analysis of the transition risks and opportunities it began in 2022. The main risks that remain to be confirmed by in‑depth analyses are the following: — the need for all players in the digital economy value chain to adopt energy‑saving practices for their operating model in addition to the positive impact they can contribute to the fight against climate change; — a potentially fast collapse of players’ reputations in the absence of concrete actions and precise metrics to measure their true impact on climate change; — increased volatility in the supply chains of primary energy and critical materials for the manufacture of computer hardware; — the failure of some customers to adapt to the new use practices of their market segments that have turned to more sustainable players. Likewise, the main opportunities identified at this stage are the following: — the adjustment of business models, in most industries served by Dassault Systèmes, requires an acceleration of the digital transformation enabling customers to meet the challenges of this transition, notably in the automotive, aviation, technology, industrial equipment and construction industries. Dassault Systèmes has identified many opportunities, some of which were realized as early as 2022, demonstrating this acceleration of digital transformation; — technologies centered on reducing or capturing greenhouse gas emissions have a major role to play in the conversion to a low‑carbon economy in the short and medium terms; 100 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 — the progressive introduction of new forms of primary energy and policies constraining the current standards in the Manufacturing Industry, Construction and Life Sciences is gradually spawning new innovative players in a range of scientific fields. To support their growth over the long term, these players will rely on trusted partners that offer scientific know‑how suited to the issues of their specific industries; — the energy efficiency of cloud infrastructure, coupled with the platform approach to services – which opens up numerous innovation opportunities – is an important short‑term driver for the majority of the industries served by Dassault Systèmes. The new brand of the Company, 3DS OUTSCALE, whose strategy is to deliver to its customers sustainable, secured and sovereign infrastructures and cloud services, is totally adapted and in line with this market evolution. According to preliminary assessments by Dassault Systèmes, transition opportunities outweigh the risks. This stems from analyses undertaken for the key sectors listed above, which have already begun to transform their business models. In addition, through its virtual twin solutions on the 3DEXPERIENCE platform, Dassault Systèmes is supporting both its major customers and new players that are incorporating climate transition issues and circularity efforts even from the design phase of their products and services. All these risks and opportunities will be assessed in terms of potential financial impact in 2023. 2.5.3.3 Dassault Systèmes’ Processes for Managing Climate‑Related Risks Every possible high risk that is identified is reported to the Sustainability Steering Committee and the Risk Management Steering Committee. If relevant, an internal study is performed to better evaluate its potential impact, the possible actions to mitigate it and the investment it could represent. Then, the Sustainability Steering Committee, in accordance with any other relevant internal organization, defines the strategy to secure Dassault Systèmes’ resilience. Then, the Zero Carbon Team (see paragraph 2.1 “Sustainability Governance”) ensures that the selected action plan is launched, followed and analyzed for continuous improvement. 2.5.3.4 Integration of Climate‑Related Processes in Dassault Systèmes’ Overall Risk Management As presented in paragraph 2.2 “Social, Societal and Environmental Risks” the Group’s risk management approach has been revisited in 2022 in order to integrate climate change issues directly in the Enterprise Risk Management framework in particular for ESG risk identification, assessment and management. Thanks to this methodology, the scenario analysis described above was directly taken into account to evaluate the risk centered on climate change as part of the Dassault Systèmes’ risk universe. 2 101 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 2.5.4 Monitoring Progress: Climate Metrics and Targets 2.5.4.1 Metrics used to assess climate‑related risks and opportunities 2.5.4.2 Dassault Systèmes’ Targets to Manage Climate‑Related Risks and Opportunities its risk analysis, Dassault Systèmes In identified the climate‑related risks and opportunities that have a bearing on its ability to manage its own carbon footprint in accordance with regulations and stakeholders’ expectations. Hence the Company closely monitors the breakdown of its greenhouse gas emissions (in tCO2‑eq), and follows action plans established in accordance with the SBTi pathway. On the opportunity side, Dassault Systèmes believes that the climate transition risk will trigger a significant transformation of its customers’ demands, business models and operations. This transformation requires to accelerate the deployment of digital technologies and solutions based on virtual twins and sustainable life‑cycle data intelligence that will help customers to innovate more sustainably. The selected metric to measure the climate opportunities is the EU Taxonomy percentage of eligible and aligned revenue (see paragraphs 1.8 “Environmental, Social and Governance Performance” and 2.7 “Environmental, Social and Governance Metrics” for more details). In 2023, Dassault Systèmes also plans to monitor secondary indicators, such as: — for physical risks, the number of workplaces and data centers exposed to a high level of climate hazard (before prevention and risk reduction measures), and possible mitigation plans; — for transition risks, the potential financial impact of any future carbon pricing. 2.5.4.2.1 Climate risk – Sustainable operations target As part of its sustainability strategy, the Company has set clear and proactive targets for both climate risks and opportunities, such as: — a 2025 internal target to reduce carbon intensity in Scopes 1, 2 and 3 (emissions/workforce, excluding purchases of goods, services and equipment and excluding customer use) that considers a single metric and incorporates the changes in scope stemming from the Company’s regular acquisitions. Thus, individual employees can track their own shrinking footprints; — Science‑Based targets to manage greenhouse gas emissions reductions and associated risks: our targets were approved by the Science‑Based Targets initiative in 2019 and then resubmitted in 2022 to account for the most recent major acquisitions and methodological improvements: – a 2025 target consisting of convincing main Company’s suppliers representing 50% of carbon emissions weight to engage in a science‑based pathway to reduce their greenhouse gas emissions, – a target to reduce Scopes 1 & 2 emissions from operations by 35% by 2027, – a target to reduce emissions from transportation and business travels by 20% by 2027, – a target of carbon neutrality by 2040. In 2023, science‑based targets will be monitored. 102 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 2 103 2.5.4.2.2 Climate opportunities – sustainable solutions target Dassault Systèmes had set a target to generate two‑thirds of new licenses revenue from the sale of sustainable solutions by 2025. Sustainable solutions are solutions having a positive impact on the Sustainable Development Goals as identified by the United Nations. This indicator, followed until 2022, represented the percentage of eligible revenue form new licenses generated on the EU Taxonomy scope, targeting exclusively the environmental impact, to which was added the revenue generated by the Life Sciences & Healthcare activities contributing to the Good Health and Well‑being goal (SDG 3), and by the activities contributing to the Quality Education goal (SDG 4). The EU Taxonomy methodology excluded until 2021 several industries such as aeronautics, consumer products, energy and raw materials, as detailed in paragraph 2.8.3 “EU Taxonomy Indicators Methodology”, even though the solutions developed by 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility Dassault Systèmes also have an environmental contribution in these industries. As of 2023, the Group is simplifying its objectives to align with the indicators defined by the EU Taxonomy, in line with the evolution of practical implementation of the regulation, in particular the reintegration of previously excluded industry sectors. The revenue generated by sustainable solutions with an environmental impact will be the percentage of eligible revenue calculated as per the EU Taxonomy in 2022. Only the Oil and Gas sector remains excluded from the scope. This new target, calculated on the IFRS Software and Services Total Revenue, is now set at 70% of the Group’s total revenue by 2027. — indirect emissions from energy consumption of Scope 2, related to electricity and urban heating and cooling network; — and some other indirect emissions (Scope 3) related to: – business travel, required to maintain relations with customers and partners, – employees’ commute, – purchased goods and services, mainly consisting in fees for consulting and other intellectual services, subcontracting, communications, insurance services, bank charges and other services required for activities, – capital goods, mainly consisting of desktops, laptop 2.5.4.2.3 Additional targets computers and servers, Dassault Systèmes also set additional ‘sub‑targets’ such as: – recycling of ordinary, electric and electronic waste, — keep a minimum level of 90% renewable electricity by 2025; — introduce reporting on water management; — pursue the training of key IT managers on green IT; — continue to deliver webinars to suppliers on the SBTi approach. The main environmental metrics and the Company’s performance against them are presented in paragraph 2.7 “Environmental, Social and Governance Metrics”. From an operational perspective, Dassault Systèmes has set three major priorities for 2023, namely to: — improve the quality of its information: automate ESG to reporting, stakeholders and help sustainability communication; communicated information improve — address new challenges related to sustainability reporting: prepare for the enforcement of CSRD and implement new metrics, as defined in the ESRS, particularly in relation to water consumption; — innovate: continue seeking innovative business models, support internal teams to promote sustainability, continue involvement in task forces on decarbonization. 2.5.4.3 Measurement of Scopes 1, 2 & 3 GHG emissions and related risks To analyze its carbon footprint, Dassault Systèmes uses the Greenhouse Gas Protocol. This assessment of greenhouse gas emissions includes: — direct emissions of Scope 1, related to natural gas, use of refrigerants, fuel for generators and company cars; 104 – emissions related to the upstream energy referred to in the Greenhouse Gas Protocol, such as “Fuel‑ and Energy‑Related Activities”. In 2022, Dassault Systèmes began its environmental reporting to make it more precise, thorough and reliable: to overhaul — greater accuracy: for example, the Company has revised its method of estimating greenhouse gas emissions from employees’ commute, starting from a worldwide internal study that offered more robust and comprehensive usage data than previously available. It also expanded on the electronic waste reporting, raising the number of types of disposal from two to six, and the types of machines from five to ten. It also implemented more fine‑grained and precise tracking of purchases by taking account of the type of expense. This helps the Procurement department better prioritize and direct its actions to reduce their carbon footprint. In addition to monetary emissions factors, the analysis of carbon emissions from purchases from some suppliers is now based on the carbon footprint of the purchased products. This method takes account of whether the product is new or refurbished. Dassault Systèmes has also removed the effects of the volatility of exchange rates and inflation when the methodology involves calculations that use monetary emissions factors; — greater thoroughness: Dassault Systèmes commissioned an assessment of the quality of its reporting by a specialized body of outside consultants and identified several areas for improvement that were implemented in 2022. These included factoring in emission sources that were previously excluded from the traditional reporting scope, such as meals during business trips and carbon emissions from the manufacture of vehicles included in the Company’s fleet. Dassault Systèmes also included in its reporting an estimate of the carbon footprint of all the buildings that were initially outside the scope because they housed a minority portion of employees. This approach also includes the collection of information on the use and treatment of water by its partners (property owners, data center suppliers, etc.), from whom the Company has requested more details because it wants to be able to provide, in conjunction with them, more precise reporting and management in the future; DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental Responsibility 2 — greater reliability: Dassault Systèmes is developing a tool to consolidate environmental data so as to provide an overview and analysis of consumption and emissions, and to compare it to the Science‑Based Targets set across the Company. This tool is designed to become the reporting system supporting the analysis of the current and projected environmental performance. The emissions reported in this document therefore cover a scope that has been expanded from 2021 – this explains the variations observed compared to the figures published in 2021.In the constant methodology 2022, the changes by main source of greenhouse gas emissions are as follows (excluding emissions from use by customers of solutions sold, in tCO2‑eq): 2 105 These calculations use energy or monetary emissions factors and a range of estimates (e.g. distances, workforces, average consumption). Thus, these estimates must be considered as an order of magnitude. The estimate of emissions from use by customers of Dassault Systèmes’ solutions naturally includes a greater degree of uncertainty insofar as it incorporates several levels of approximation that often depend on the customer themselves – such as the use of renewable electricity, utilization time of the solution, the type of IT infrastructure, etc. Scope 3 emissions represent 99% of Dassault Systèmes’ total carbon emissions, of which 73% are due to the use of its software by its customers (with the greatest uncertainty on use) and 20% are from purchased goods, equipment and services. These direct emissions must be appraised against the emissions avoided thanks to the use of Dassault Systèmes solutions. The estimate of these avoided emissions varies based on industry, customer and users and are complex to design. A case‑by‑case assessment of the reduction in greenhouse gas emissions from the use of the 3DEXPERIENCE is a considered way of improving calculations. 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental Responsibility 1% 2% 1% Because these actions to protect the climate structurally and substantially affect its emissions profile, Dassault Systèmes plans to publish an expanded carbon intensity report in 2023, incorporating all of Scopes 1, 2 and 3 (excluding emissions from the use of its solutions by its customers), in line with its SBTi scope of submission. As part of the Climate‑related risk assessment carried out in 2022, Dassault Systèmes also plans to consider potential risks, such as: — for Scope 1, the establishment of a carbon tax on company cars, refrigerants or energy source such as natural gas or fuel; — for Scope 2, the availability and the price volatility of Electricity Attributes Certificates (EACs), such as Renewable Electricity Certificates (RECs) or Guarantees of Origins (GOs), that could impact the Company’s ability to reduce its GHG emissions; — for Scope 3, the establishment of a carbon tax on business travels, on employees’ commute or on the emissions related to the use of goods sold. indicators are detailed Environmental in paragraph 2.7 “Environmental, Social and Governance Metrics”, and on average apply to 98% of the scope. Dassault Systèmes is receiving a limited assurance engagement on this from an independent third party. 2.5.4.4 Internal carbon cost As part of its climate strategy, beginning in 2023, Dassault Systèmes will incorporate an internal carbon cost of €100/ metric ton in order to include the cost of carbon externality in decision‑making and the performance monitoring of its departments. Dassault Systèmes believes that internal carbon pricing is a useful tool to shore up its governance and external targets on emissions. 106 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT2.5.4.5 Resource and biodiversity management Dassault Systèmes is sensitive to biodiversity protection and wishes to ensure that its activities have a limited impact on it, whether direct or indirect. Indeed, the software industry is: — a people intensive industry – Dassault Systèmes has many sites and takes care that, when a new site is selected, biodiversity should not be impacted, or not be notably impacted, by the construction of buildings rented or, in very rare cases, built; — a low carbon – emitting, but responsible industry: Due to the energy necessary to produce and use computer equipment, Dassault Systèmes examines the commitment to biodiversity of its main service providers and carefully assesses the carbon footprint of its equipment. In this regard, the Group examines the commitment to biodiversity of its main suppliers and carefully assesses its equipment. The energy the carbon footprint of consumed, when it is not renewable, has a direct impact on global warming and the acidification of the oceans, and consequently on terrestrial and marine biodiversity; — a producer of electronic waste: mainly disposed of by landfill and incineration, electronic waste has an additional impact on air or land and therefore the biodiversity around landfills. 2.5.4.5.1 Ordinary waste Dassault Systèmes is working hard to improve the reporting process regarding the volume of direct waste generated, wherever possible. When the Company is the only tenant or owner of the building and directly manages waste, it improves waste management: with direct reporting on its main sites, thanks to its contributors to sustainable development, or with generic approximations of the weight of waste per employee on smaller sites. When it is a sole tenant of a workspace and waste treatment is managed by the landlord and/or the municipal authority, the Company does not receive detailed reporting on the collection, sorting or type of waste treatment. To encourage landlords to share this information when it is available, the Procurement team engages in discussions when contracts are being renegotiated. In all other situations, the Company follows the same processes as for the smaller sites, with dedicated approximations of the weight of waste per employee. For each site, Dassault Systèmes uses emission factors (tCO2‑eq/kg), distinguishing paper waste from other types of ordinary waste. 2.5.4.5.2 Electronic waste The management of electronic waste is essential for Dassault Systèmes. Its policy therefore requires that all Social, Societal and Environmental Responsibility Environmental Responsibility 2 electronic waste be collected and that the sites ensure reuse, recycling or disposal in accordance with local regulations. The Company is highly determined to ensure strict control of electronic waste as it grows, including the downstream its electronic waste collected under destination of all this policy. To do so, it only enters into agreements with ISO 14001 and/or ISO 9011‑certified service providers. In 2022, it increased the number of sites reporting the volume collected with verifiable waste treatment documentation and improved the precision of tracking relating to the types of processing of this waste. If the Company is missing information for certain sites, such as for recently acquired companies, it considers the possibility of extrapolating the total of electronic waste reported through the actual scope based on an average quantity per employee. In 2022, electronic waste reporting was improved in the following three areas: — broadening the types of electronic waste reported: in the past, only desktop computers, laptops, servers and telephones were reported. Now, electronic waste reports include ten different types of electronic waste; — improving data quality: in the past, proxies were used to estimate the total weight of electronic waste collected. Now, either the number of machines or the actual weight is indicated; 2 — improving sharpness of focus: in the past, only two types of treatment were considered (“destroyed” and “recycled”). Now, six types of treatment are considered: donation, (conventional or waste‑to‑energy (W2E)) and landfill (conventional or landfill gas to energy (LFGTE)). incineration recycling, 2.5.4.5.3 Water important in the digital intends to reconsider Water resources are industry, especially for the operation of data centers. Service providers and specialized external operators generally do not submit information on this resource, nor do the lessors which the Company uses (Dassault Systèmes is the tenant of its workspaces most of the time). As a software publisher, Dassault Systèmes its reporting approach on water consumption related to operations (restrooms, shower rooms, cafeterias, etc.) and cooling of data centers used as of 2023, or one year before the implementation of the European Sustainability Reporting Standards (ESRS). To do so, starting in 2023, Dassault Systèmes will reinitiate discussions with landlords to collect data related to water consumption and ask its internal network to identify possible areas for improvement. For its data centers, water efficiency and the technology used have been part of the specifications for calls for tender since 2022. Cooling technologies evolve quickly and new standards will surely emerge to reduce data center water consumption. They will be considered in the process for selecting future data centers. 107 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Business Ethics and Vigilance Plan Furthermore, Dassault Systèmes has integrated risks related to water stress in its climate risk assessment. They mainly correspond to the drought risk as defined under the TCFD. In the short term, only Singapore could be exposed, where only a small number of the total employees are located. This being said, the majority of climate change scenarios foresee water stress situations in most geographic areas. Given the lifespan of a data center contract (six to ten years and a two years period to plan a secured transition), Dassault Systèmes will anticipate the change in the water stress situation, will change its site if necessary and closely monitor any water recycling technology as well as the water efficiency of our data center cooling systems. Climate risk assessment has made it possibly to clearly identify and study this subject in detail. Regarding offices, most leases allow an exit every three to five years on average, so it is easily possible to change location for reasons of water stress. 2.5.4.5.4 Land usage Dassault Systèmes has decided, in order to support its development, to construct and have constructed buildings in India and on the Vélizy‑Villacoublay Campus on land already built upon, so as not to extend its footprint on open land. In India, this construction was accompanied by tree planting. 2.5.4.5.5 Marine resources Since 2019, La Fondation Dassault Systèmes has been developing the Mission Océan project, which seeks to support ocean conservation, considered to play a key role in climate change. This project seeks to develop scientific and technical culture programs in various disciplines, such as mathematics and physics, involved in ocean conservation. Mission Océan also seeks to develop skills and interests for future employees centered on conserving oceans and the environment. This project is supported by key partners, such as the Institut Français de Recherche pour l’Exploitation de la Mer (French Research Institute for the Exploitation of the Sea, IFREMER). low‑tech As a member of 3DEXPERIENCE Lab (which systematically includes the SDGs in its project selection criteria), Plastic Odyssey develops and promotes recycling technologies, open source and accessible to as many people as possible, to help remove plastic from the ocean. To do so, a shipboard expedition have been launched for scientific exploration, for a three‑year journey around three continents in order to stimulate local initiatives in areas most affected by plastic pollution. Its goal is to discover solutions to combat this pollution and experiment with innovative smaller‑scale models with a view to replicating them in other regions. In 2023, Dassault Systèmes also plans to continue its discussions with a company that builds, deploys and manages fleets of deep‑sea, wave‑powered upwelling pumps aimed at capturing carbon by accelerating phytoplankton photosynthesis and supporting marine life. 2.5.4.5.6 Circular economy innovation and commitment among its To encourage employees in matters of sustainability, Dassault Systèmes has also launched its first global sustainability challenge: LEAP for Sustainability@3DS. The goal of this program, which is part of the sustainable development strategy, is to create a forum where all employees can propose circular‑economy solutions based on Dassault Systèmes’ portfolio of solutions, as well as on external reference sources – for example using the Company’s membership in the Ellen MacArthur Foundation. In 2022, 15 employees took the Circular Economy Masterclass at the University of Exeter. 2.6 Business Ethics and Vigilance Plan 2.6.1 Promoting Strong Business Ethics Compliance with the rules of ethics and international standards is an integral part of the purpose of Dassault Systèmes, which is “to imagine sustainable innovations capable of harmonizing products, nature and life”. as well as developing high‑quality products with high added value. Trust and integrity, supported by rigorous ethics and regulatory compliance, are at the heart of Dassault Systèmes’ commitments for sustainable and ethical growth. Since its creation, the Company has developed its culture and built its reputation on different fundamental principles – in particular, the creation of long‑term relationships with its stakeholders – employees, customers, partners, suppliers, shareholders, regulatory bodies and government agencies – Dassault Systèmes’ commitment concerning business ethics and corporate social responsibility is asserted through: — rules applicable to all its employees and its ecosystem; — an ethics and compliance governance; — employee awareness‑raising and training. 108 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Business Ethics and Vigilance Plan 2 2.6.1.1 Rules of Ethics and Compliance Applicable within Dassault Systèmes Dassault Systèmes’ business ethics are based upon international standards relative to human and social rights and the protection of the environment, as laid down in the United Nations Universal Declaration of Human Rights, the UN Convention on the Rights of the Child, the Organization for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises and the Fundamental Conventions of the International Labor Organization. This approach is formalized within corporate governance policies and procedures. Its pillars, based on the above‑named international standards, are the Code of Business Conduct, the Corporate Social Responsibility Principles and its Sustainable Charter with Suppliers. They are available on Dassault Systèmes’ website (https://www.3ds.com/about‑ 3ds/what‑drives‑us/ethics‑compliance) and on its internal 3DEXPERIENCE platform. 2.6.1.1.1 Code of Business Conduct This Code – set up in 2004 – applies to all the Company’s employees. It describes the manner in which the Company intends to conduct its business. It especially relates to (i) complying with to Dassault Systèmes’ activities, (ii) the interactions of each person within the Company and with its ecosystem, and (iii) the protection of the Company’s assets, especially intellectual property, and those of its customers and partners. regulations applicable The Code also includes specific policies on the fight against corruption and influence‑peddling, personal data protection, conflicts of interest and protection of confidential information including insider information (see paragraph 2.6.2 “Striving for Transparent Business Relations”). In 2020, a new version of the Code of Business Conduct was rolled out within the Company. reinforced by the new rules regarding the fight against corruption (French Sapin 2 Law) and personal data protection (GDPR). This code also includes references to the Company’s applicable corporate social responsibility and business ethics policies, as well as an educational presentation of the Whistleblowing procedure. 2.6.1.1.2 Corporate Social Responsibility Principles The Corporate Social Responsibility Principles are based on the aforementioned fundamental international texts. They provide for: — prohibiting the employment of school‑aged children (and in any event those under 15 years of age), banning forced labor and any other forms of modern slavery; — prohibiting any form of discrimination, both in terms of recruitment as well as career development and employment termination; — providing satisfactory working conditions guarantees to safeguard employee health and safety; — complying with minimum legal and regulatory requirements concerning pay, freedom of association and the protection of labor union rights and the right to collective bargaining; — ensuring zero tolerance for corruption and influence peddling; — complying with regulations relating to the protection of personal data and the protection of the environment. 2.6.1.1.3 The Sustainable Charter with Suppliers The Sustainable Charter with Suppliers describes Dassault Systèmes’ policy regarding responsible procurement. It clarifies the Company’s expectations regarding suppliers, service providers or subcontractors, current or future, regarding corporate social responsibility, by formulating a number of commitments. It has the feature of being two‑way: Dassault Systèmes also makes these commitments to its suppliers. The Charter therefore relates to the behavior expected on both sides regarding ethics and compliance: — in business relations: the fight against corruption, conflicts of interest, gifts and hospitality, compliance with competition information, law, processing confidential personal data protection; — in terms of working conditions and respect for Human Rights: prohibiting child labor and forced labor, complying with the right of freedom of association and collective bargaining, prohibiting any form of discrimination, guaranteeing a safe and sanitary work environment and working conditions that protect individual health and safety; — in terms of the impact of activities on the environment, especially limiting greenhouse gas emissions. The Sustainable Charter with Suppliers is available on the Company’s website: https://www.3ds.com/assets/invest/2022‑ 01/3ds‑sustainable‑charter‑with‑suppliers‑en.pdf. The Charter allows good‑faith suppliers to report any social, environmental or ethics and compliance problem – with supporting information – to the Business Ethics and Compliance department. The Code of Business Conduct, the Corporate Social Responsibility Principles and the Sustainable Charter with Suppliers are intended to serve as a reference for the Company’s employees to guide their behavior and interactions as part of their daily activities and ensure the commitment of the Company’s partners and suppliers (see paragraph 2.6.3 “Committing to Ensure Respect for Human Rights and Fundamental Freedoms”). 2.6.1.2 Dassault Systèmes’ Ethics and Compliance Governance Dassault Systèmes’ ethics and compliance governance relies on an Ethics Committee, a Business Ethics and Compliance department and the Company’s Whistleblowing procedure. 2 109 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Business Ethics and Vigilance Plan The Ethics Committee and the Business Ethics and Compliance department deal with investigations relating to ethics and compliance – particularly those involving breaches of the rules laid down by the Code of Business Conduct. They particularly focus on the rules for the protection of intellectual property, confidentiality, anti‑corruption, fraud and conflicts of interest, compliance with rules regarding competition or the control of exports, personal data protection, IT security, ethics in work relationships, particularly the fight against discrimination and harassment, and the use of social media and networks. 2.6.1.2.1 The Ethics Committee The Company’s Ethics Committee meets once a month. It is composed of the Company’s General Secretary, Chief People & Information Officer, the General Counsel, the Internal Audit Director, the Director of People Ethics matters, the Director of the Business Ethics and Compliance department and the Group Compliance Officer. The Committee ensures that employees comply with the rules laid down in the Code of Business Conduct. The Ethics Committee is also tasked with systematically investigating any alleged breaches brought to its attention – in particular through the Company’s Whistleblowing procedure. In 2022, the Ethics Committee examined 43 cases of suspected non‑compliance. Inquiries were conducted into all of these cases. 18 investigations concluded that there had been breaches of the Dassault Systèmes Code of Business Conduct. The breaches identified and handled in 2022 break down as follows: — 45% relate to human resources matters (also see paragraph 2.3.5 “Promoting Diversity and Inclusion”); — 55% relate to business ethics matters. The Company has decided on disciplinary sanctions in 100% of the cases where breaches were found. 2.6.1.2.2 The Business Ethics and Compliance department This department reports to the Legal department of Dassault Systèmes. Its role is to define and implement Dassault Systèmes’ ethics and compliance program in coordination with the Ethics Committee. It is tasked with the following, in coordination with other Company departments: — promoting a culture of integrity within Dassault Systèmes – in particular by ensuring that employees are adequately trained and informed; — assessing and preventing Dassault Systèmes’ ethics and compliance risks; — conducting investigations in order to deal with the breaches that arise, or help the local teams to do so; — assessing the effectiveness of the ethics and compliance procedures and putting forward proposals to the Ethics Committee concerning any upgrade to Dassault Systèmes’ ethics and compliance program. Its mission is to ensure the implementation and respect of the principles described in the Code of Business Conduct, as well as the Company’s specific policies, recommendations and procedures regarding ethics and compliance. The Business Ethics and Compliance department systematically manages, assesses and investigates all reports it receives – in particular through the Whistleblowing procedure. This can result in the opening of formal investigations by the Business Ethics and Compliance department, which are then submitted to the Ethics Committee. initiated multiple due In this context, the Company diligences in 2022, some of which allowed to identify cases of non‑compliance – in particular: — 329 outsourced in‑depth investigations; — 91 assessments of its commercial partners using specific databases; — 1,045 suppliers’ assessments; — 223 assessments on donations, gifts/invitations, marketing events, etc.; — 22 assessments of conflicts of interest; — 12 assessments on risks related to infringement of Human Rights. 2.6.1.2.3 The Whistleblowing procedure Any case of non‑compliance with applicable laws and regulations – especially regarding the fight against corruption and duty of vigilance or diligence –, Dassault Systèmes’ Code of Business Conduct or the Sustainable Charter with Suppliers can be reported via Dassault Systèmes’ Whistleblowing procedure. This procedure is available in eighteen languages on the Company’s internal 3DEXPERIENCE platform. It encourages whistleblowers to make a report, guaranteeing that their identity will be kept confidential and they will suffer any retaliation. They can use the address people.ethicscommittee@3ds.com. The Whistleblowing procedure is being reviewed, in particular to be strengthened with new provisions pertaining to whistleblower protection (EU) 2019/1937 of October 23, 2019 and its transposition by the Member States of the European Union in 2022 (for France, Waserman Law of March 21, 2022 and its enforcement decree of October 3, 2022). resulting from Directive 110 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Business Ethics and Vigilance Plan 2 2.6.1.3 Employee Awareness‑ Raising and Training Employee awareness‑raising and training are an essential pillar of the Company’s commitment in terms of ethics and compliance. In 2022, Dassault Systèmes rolled out three new mandatory online training courses relating to topics considered to be fundamental for the Company and its ecosystem – i.e.: — ethics and compliance themes covered in the new version of the Code of Business Conduct 2020, to be undertaken each year; — personal data protection, also recurring annually; — cybersecurity issues, occurring every two years (also see paragraph 2.3.2 “Developing Knowledge and Know‑ how”). The mandatory “Code of Business Conduct” training replaces the “Understanding ethics and compliance” training. It must be completed by all of the Company’s employees. They must systematically declare that they understand and are committed to complying with the Code of Business Conduct when completing the module. This training includes a presentation of the Whistleblowing procedure. It is available in eleven languages and includes a theoretical section followed by practical applications in the form of questions and answers for each subject dealt with – in particular ethics in the workplace with a focus on potential harassment and discrimination situations, the fight against corruption, protection of intellectual property, personal data protection, confidentiality protection, compliance with competition law, compliance with export controls and international regulations, IT security, prevention of conflicts of interest, etc. As of December 31, 2022, 18,424 employees representing 98.6% of the base workforce completed this general training course, compared to 17,085 representing 98.8% of the base workforce as of December 31, 2021 for the previous training course “Understanding ethics and compliance”. Employee awareness is also raised through presentations at seminars within the Company, in person training sessions or via webinars on specific subjects for employees who are particularly exposed, or subject to a legal training requirement in their country, and through regular articles and the dissemination of educational videos on the Company’s internal 3DEXPERIENCE platform communities. In 2022, a video on conflicts of interest was thus produced and the Company rolled out two online training courses, on situations and forms of discrimination and harassment (see paragraphs 2.6.3 “Committing to Ensure Respect for Human Rights and Fundamental Freedoms” and 2.6.4 “Maintaining an Appropriate Vigilance Plan”). 2 2.6.2 Striving for Transparent Business Relations In addition to promoting strong business ethics, Dassault Systèmes’ commitment to ethical and sustainable growth is reflected in its desire to promote transparent business relationships. The Company has a program for business ethics conduct, developed on the basis of a risk assessment. It includes the fight against corruption and a responsible management of public affairs activities. 2.6.2.1 The Fight against Corruption Dassault Systèmes has a zero‑tolerance policy regarding corruption and is committed to respecting the applicable anti‑corruption laws, including the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and the French Sapin 2 Law. influence peddling. The Company The risks of corruption and influence peddling arising from the Company’s business model include the following: — its reliance on intermediaries (distributors, agents and system integrators). Such intermediaries are independent third parties and are fully responsible for their actions, but Dassault Systèmes could, in certain circumstances (negligence or willful blindness), be held liable in the event that such intermediaries were to make illicit payments to generate revenue; — trading directly or indirectly with clients deemed located in “higher risk countries” and/or qualified as “public officials”. The Company’s anti‑corruption program allows to systematically manage these risks. It relies on: — specific corruption and influence peddling risks mapping, periodically updated, arising from the Company’s activities, and also subject to validation by the Board of Directors of Dassault Systèmes; — an action plan established by the Business Ethics and Compliance department subject to the validation of Dassault Systèmes’ Board of Directors; — an internal control and audit system; — stringent operational processes; — a community of more than thirty Compliance Ambassadors composed of legal, financial and operational experts who provide support to the Business Ethics and Compliance department in the Company’s local entities. Dassault Systèmes’ program to prevent corruption and non‑compliance with the Code of Business Conduct is based on 3 axes: prevention, detection and remediation. 111 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Business Ethics and Vigilance Plan 2.6.2.1.1 Prevention 2.6.2.1.2 Detection Preventing corruption at Dassault Systèmes rests on the distribution of policies, procedures and recommendations to the Company’s employees and partners. They are made available to them on the Company’s 3DEXPERIENCE platform. These policies include: — the Code of Business Conduct, which sets out Dassault Systèmes’ zero‑tolerance policy regarding corruption and influence peddling, including bribes and facilitation payments, irrespective of local customs or commercial pressure, even if this results in the loss of business opportunities; — the “Dassault Systèmes Anti‑corruption Policy” (updated in December 2017 and July 2019, available on the Dassault Systèmes website https://www.3ds.com/ about‑3ds/what‑drives‑us/ethics‑compliance); — the “Dassault Systèmes Guidelines for dealing with Intermediaries” (June 2017); — the “Dassault Systèmes Guidelines on Conflicts of Interests” (April 2017); — the Whistleblowing procedure (updated in December 2017 and currently under review to include in particular provisions relative to whistleblower protection). Accordingly, the Company’s employees must remain vigilant and comply with applicable laws and regulations. They must never, either directly or indirectly, encourage, offer, attempt to offer, authorize, promise or accept any form of advantage (e.g. payments, gifts, bribes or kickbacks) to obtain or retain a contract or to secure any improper advantage, even if they think they are acting in the best interest of the Company. Accordingly, gifts and invitations must be of reasonable amounts, as defined in the Anti‑Corruption Policy. They must be compatible with local customs and practices and comply with applicable laws. They must be appropriate and must not include elements that are likely to harm the reputation of the Company in the event of their public disclosure. Exceptional requests for gifts and invitations, managed through the 3DEXPERIENCE platform, are authorized by the Business Ethics and Compliance department. Preventing corruption also relies on training and raising awareness of the Company’s employees and partners thanks to specific training and raising awareness in person or via webinars, regularly provided by the Business Ethics and Compliance department to employees exposed to this risk, and the dedicated anti‑corruption online training. As of December 31, 2022, a total of 18,582 employees (representing 99.5% of the base workforce), compared to 17,006 (representing 98.4% of this workforce) as of December 31, 2021, had received training via the “Understanding anti‑corruption principles” module. In certain countries with higher risks of corruption, Dassault Systèmes’ distributors are specifically made aware of the Company’s policies and “zero‑tolerance” rules concerning corruption through dedicated on‑site trainings. Detecting corruption at Dassault Systèmes relies on alerts received, in particular as part of the Whistleblowing procedure, reasonable diligence procedures during the selection of intermediaries, accounting controls conducted by the concerned teams, specific diligence conducted by the Internal Audit department as part of assessment of internal control, or occasional audits performed in order to prevent or detect possible cases of fraud or noncompliance with the Company’s rules and procedures. In the context of the process of continuous improvement of its various tools to fight against corruption, the Company has strengthened its policy of applying reasonable diligence in the selection of intermediaries, through additional processes including a self‑administered questionnaire, reputation checks via dedicated external tools and compliance databases, verification of the services performed by the agents and validation by the Business Ethics and Compliance department during their selection. 2.6.2.1.3 Remediation The Ethics Committee deals with cases of non‑compliance with the Code of Business Conduct, including possible corruption cases. The Committee takes the necessary measures to put a stop to this non‑compliance and issues recommendations on appropriate sanctions. As part of the process of continuous improvement of the Company’s ethics and compliance program, the Company draws its anti‑corruption tools (policies, controls, procedures, training, awareness raising). lessons from case studies and strengthens Dassault Systèmes measures the performance of its anti‑corruption program through key performance indicators that cover the completion rate of its mandatory training courses (see above). 2.6.2.2 Responsible Management of Public Affairs Dassault Systèmes’ commitment to responsible lobbying comprises the desire for transparency, in accordance with applicable regulation and best practices, and an explicit commitment to complying with the principles of corporate responsibility enshrined in the United Nations Global Compact, of which Dassault Systèmes is a signatory. Dassault Systèmes is a scientific company historically oriented to software research and development issues, which aims at providing sustainable innovations capable of harmonizing products, nature and life. Its lobbying activities are limited and primarily relate to the transformation of industrial sectors, Europe’s digital future, the European data and cloud strategy, breakthrough innovations (batteries, materials, biotech, energy transition, etc.), innovation in the context of public health policies or combating climate change. 112 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTDassault Systèmes governs these activities via dedicated internal policies, targeted training and transparent practices. 2.6.2.2.1 Internal Policies Dedicated to Business Integrity These include the Code of Business Conduct and the Company’s anti‑corruption policy (both published on the Company’s website: https://www.3ds.com/about‑3ds/ what‑drives‑us/ethics‑compliance). The Code of Business Conduct explicitly stipulates that Dassault Systèmes makes no political contributions and provides no advantages with the aim of promoting or supporting a particular political party or public official; the Company’s employees are prohibited from using any of the resources of Dassault Systèmes to provide any advantage to political parties or public officials. This Code also reiterates the importance for employees to identify, prevent and report actual or potential conflicts of interest. The anti‑corruption policy defines and governs the role and activities of Dassault Systèmes lobbyists. Therefore, any lobbying of public officials or institutions, decision to entrust such lobbying to third parties, or any use of lobbying firms are strictly governed by detailed rules of good governance and ethics, with dedicated controls. The Company is in the process of formalizing its responsible lobbying policy, with a view to its dissemination. Information also appears in the ESG – Governance – Public Affairs Management section of its website. Social, Societal and Environmental Responsibility Business Ethics and Vigilance Plan 2 2.6.2.2.2 Targeted Training Courses identified as likely to carry out Employees lobbying activities receive specific training on the fight against in the corruption and the transparency requirements context of lobbying activities (online training courses, webinars, awareness‑raising videos). Moreover, Dassault Systèmes’ anti‑corruption training course includes raising the awareness of its employees on the risks of dealing with public officials. For example, the Company’s rules concerning gifts and invitations are stricter for public officials. 2.6.2.2.3 Transparent Practices Lobbying activities are monitored by the General Secretary’s department and controlled by the Business Ethics and Compliance department. 2 They are organized as follows: — in France, Dassault Systèmes is registered in the Répertoire français des représentants d’intérêts (French Register for Interests Representatives) maintained by the Haute Autorité de la Transparence de la Vie Publique (French High Authority for Transparency in Public Life) likely (https://www.hatvp.fr/le‑repertoire/). Employees to be in contact with public officials are identified and the list is reviewed each year; they are required to report their activities using a dedicated form. An annual activity report, including the allocated budgets, is drawn up and published by the HATVP, and available on its website: https://www.hatvp.fr/fiche‑organisation/?organisati on=322306440##; — in the European Union, lobbying activities are identified and published in the European Union Transparency Register in which Dassault Systèmes is registered under number 454608238523‑04. The activities conducted and the budgets allocated by Dassault Systèmes are accessible at the following link: https://ec.europa.eu/ transparencyregister/public/homePage.do. 2.6.3 Committing to Ensure Respect for Human Rights and Fundamental Freedoms 2.6.3.1 The Founding Principles Dassault Systèmes’ commitment to sustainable and ethical growth rests on the fundamental value of respect for Human Rights and Fundamental Freedoms. Dassault Systèmes’ commitments in this regard are formalized in various policies, declarations and charters available on the Company’s website (https://www.3ds.com/about‑3ds/what‑ drives‑us/ethicscompliance). They all refer to the international standards to which the Company adheres (see paragraph 2.6.1.1 “Rules of ethics and compliance applicable within Dassault Systèmes”): Code of Business Conduct, Corporate Social Responsibility Principle, Sustainable Charter with Suppliers, and the annual statement of steps undertaken by the Company to combat modern slavery and human trafficking, as required by the UK Modern Slavery Act. Moreover, Dassault Systèmes is a member of the United Nations Global Compact (see the introduction of chapter 2 “Social, societal and environmental responsibility” and our Communication on progress in the “Cross‑reference tables” section). 113 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Business Ethics and Vigilance Plan 2.6.3.2 Dassault Systèmes’ Approach to its Customers, Partners and Suppliers Dassault Systèmes promotes the corporate social responsibility within its ecosystem, as its suppliers and partners are required to abide by the Sustainable Charter with Suppliers or the Corporate Social Responsibility Principles. These Principles are also made available to our partners via the 3DEXPERIENCE platform that is dedicated to them. As for suppliers, the majority of standard contracts and general procurement conditions provide for the possibility to immediately terminate the contract in the event the commitments of the Sustainable Charter with Suppliers or the Corporate Social Responsibility Principles are violated. Moreover, the Company continues the roll‑out of the “Sustainable Charter with Suppliers” in all its contracts (see paragraphs 2.5.2 “Driving Action: Climate Strategy” and 2.6.4 “Maintaining an Appropriate Vigilance Plan”). As indicated in the Sustainable Charter with Suppliers and the Code of Business Conduct, suppliers and partners can report a Human Rights breach at Dassault Systèmes via the email address of its Ethics Committee. In addition to strictly complying with applicable sanctions and export control regulations, and in line with its objective to enable sustainable innovation, the Company has also defined a 3DS Acceptable Use Policy. In accordance with this policy, Dassault Systèmes does not engage with new customers falling under certain criteria nor develop dedicated products or services in four market segments. These market segments are thermal coal, tobacco (including e‑cigarette production), “universally prohibited” weapons, and oil & gas when no public commitment to reduce carbon emissions has been made. Finally, Dassault Systèmes implements monitoring to detect risk situations with regard to Human Rights and Fundamental Freedoms. If deemed applicable, risk assessments relating to controversial use or diversion of the Company’s products are made through specialized due diligence databases and a risk‑assessment method dedicated to Human Rights issues. 2.6.3.3 Dassault Systèmes’ Internal Approach To manage and mitigate non‑compliance risks relative to Human Rights and Fundamental Freedoms, Dassault Systèmes relies in particular on its mandatory annual online training, on topics of the Code of Business Conduct and on its Whistleblowing procedure which allows employees to report any serious risk of infringement of Human Rights and Fundamental Freedoms (see paragraph 2.6.1 “Promoting Strong Business Ethics”). The Company’s goal is to prevent risks of discrimination, bullying or sexual harassment, and to ensure working conditions that preserve people’s health and safety. In 2021, Dassault Systèmes developed an online training course on situations and forms of discrimination and harassment. This training was initially rolled out in the 18 countries not yet covered, where it was mandatory or highly recommended. In 2022, the Company expanded this rollout to 32 countries (also see paragraphs 2.3.3 “Preserving Health, Safety and Well‑Being at Work”, 2.3.5 “Promoting Diversity and Inclusion” and 2.6.4 “Maintaining an Appropriate Vigilance Plan”). The prohibition of discrimination or harassment is part of the Company’s internal policies and procedures – in particular, concerning recruitment processes and managerial training. The new version of the Code of Business Conduct includes clear definitions of harassment and discrimination, along with examples. Furthermore, the Company implements a policy of inclusion for persons with disabilities and develops a certain number of initiatives on gender equality issues (see paragraphs 2.3.5 “Promoting Diversity and Inclusion” and 5.1.7.5 “Gender Equality within the Executive Team and Top Positions of Responsibility”). Dassault Systèmes measures its Human Rights and Fundamental Freedoms performance through key performance indicators including the rate of participation in its mandatory online training course “Code of Business Conduct”, as well as the percentage of cases examined by the Ethics Committee in this regard (see paragraph 2.6.1 “Promoting Strong Business Ethics”). 2.6.4 Maintaining an Appropriate Vigilance Plan Dassault Systèmes is committed to conducting its activities in compliance with the laws of the countries in which it operates and in accordance with international standards. In accordance with the French Law of March 27, 2017 on the duty of vigilance of parent companies and contracting undertakings, Dassault Systèmes set up and implements a vigilance plan (the “Vigilance Plan”) covering the following three required areas: Human Rights and Fundamental Freedom, People’s Health and Safety, and Environment. 114 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Business Ethics and Vigilance Plan 2 The content of the Vigilance Plan meets the five obligations required by law: — the establishment of risk mapping; — assessments of the sphere of influence, and particularly of suppliers; — measures to prevent and attenuate the risks identified in the mapping; — a Whistleblowing procedure; — and a mechanism for monitoring the measures and assessing their effectiveness. Vigilance measures, adapted and proportionate to the risk profile of Dassault Systèmes, may be implemented in the short and medium terms. The vigilance of Dassault Systèmes is also exercised through its recurrent and continuous actions linked to: — raising the awareness of its employees, such as (i) monitoring and updating online training courses pertaining to ethics, compliance, health and safety, crisis management and sustainable development and (ii) posts published on its internal 3DEXPERIENCE platform; — the Company’s Whistleblowing procedure; — the use of specialized due diligence databases for the detection of risky situations; — the control items put in place by the internal audit. The Vigilance Plan is implemented by the various stakeholders within the Company, primarily the Business Ethics and Compliance department, the Human Resources department and the Procurement department. It is monitored and assessed by a duty of vigilance Steering Committee composed of members of these departments and of the Internal Audit department. 2.6.4.1 Report on the Implementation of the 2022 Vigilance Plan For 2022, the Vigilance Plan consisted of some measures to be implemented in the short and medium terms within a structured process. The year’s major accomplishments were the following: — in the area of health and safety, the Company continued to develop its policy and commitments charter on these themes. Within the partnership agreement signed on January 7, 2022 with the non‑governmental organization Cancer@work for better reconciliation of illness and work, Dassault Systèmes has developed a number of actions for employees through the “We Care For Your Health” program (in particular to prevent breast cancer and male cancers). The Company has also conducted a first aid techniques awareness campaign through the creation of dedicated online training program (already completed by more than 1,800 employees); the internal procedure to respond to crisis situations has been improved; actions on health and safety risks have been carried out with managers of the Company’s sites and their role was updated (for all these matters, also see paragraph 2.3.3 “Preserving Health, Safety and Well‑ Being in the Workplace”); — the Company’s Whistleblowing procedure was the subject of an in‑depth review in the context of the regulations governing the protection of personal data (European regulation on data protection and the recommendations of the CNIL), as well as the French law of March 21, 2022 on the protection of whistleblowers and its enforcement decree of October 3, 2022 transposing Directive (EU) 2019/1937 of October 23, 2019. This process will continue in 2023 in line with the transpositions of this Directive in the countries in which Dassault Systèmes operates; it will also cover, as applicable, compliance with applicable local laws to fight discrimination and harassment; — as part of the watch on legislation relating to Human Rights, the potential changes resulting from the proposed European Directive on the Duty of diligence of companies have been monitored and actions have been taken to ensure the compliance of the German subsidiary with the German Supply Chain Act as of January 1, 2024; the Company’s best practices in Human Rights and Fundamental Freedoms have been enhanced through the use, in addition to specialized due diligence databases for detection of risky situations in this area, of a method for assessment of risks dedicated to Human Rights matters; — in the fight against discrimination and harassment: in 2022, the Company expanded the establishment of two online training courses in this area in the countries in which it operates, in 32 countries (see paragraphs 2.3.5 “Promoting Diversity and Inclusion” and 2.6.3 “Committing to Ensure Respect for Human Rights and Fundamental Freedoms”); — the deployment of the Sustainable Charter with Suppliers, the reference document for the prevention of serious violations of the duty of vigilance, continued (see paragraphs 2.5.2 “Driving Action: Climate Strategy” and 2.6.3 “Committing to Ensure Respect for Human Rights and Fundamental Freedoms”); — the initiatives introduced in the area of the environment continued (see paragraphs 2.1 “Sustainability Governance” and 2.5.2 “Driving Action: Climate Strategy”). The Steering Committee met four times in 2022. It updated the mapping of the risks of the Company’s duty of vigilance, taking account of its knowledge of the Company’s position, and reviewed its consistency with the risks identified as part of the Company‑wide risk analysis approach (see paragraphs 2.2 “Social, Societal and Environmental Risks” and 5.2 “Internal Control Procedures and Risk Management”). 2.6.4.2 2023 Vigilance Plan The risk assessment, and more specifically the assessment conducted globally in 2020 and reviewed in 2022 by the Steering Committee, revealed the limited nature of the risks of serious harm in the three areas of the duty of vigilance, which could be the result of the Company’s activities or business model (see Chapter 1 “Presentation of the Company”) or those of its suppliers or subcontractors. Indeed, due to their almost intangible nature, software publishing activities involve almost no assembly of products from a supply chain. However, Dassault Systèmes uses 2 115 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Business Ethics and Vigilance Plan this mapping to continue to strengthen its approach to “responsible procurement” (see paragraph 2.5.2 “Driving Action: Climate Strategy”). In 2023, the measures of the Plan continue to address the risks identified in the mapping, and particularly the following: — continuation of the in order review and update of to ensure the Whistleblowing procedure its compliance with the national transpositions of Directive (EU) 2019/1937 on the protection of whistleblowers and, if required, with applicable local laws on the fight against discrimination and harassment, and the deployment of the new versions in the concerned countries; — the watch on (i) the changes resulting from the proposed EU Corporate Sustainability Due Diligence Directive and (ii) on laws relating to Human Rights in the world (Australian Modern Slavery Act, German Supply Chain Act etc.); — the continuation of the process to develop the Company’s best practices in Human Rights and Fundamental Freedoms (employee awareness, communication about the method for assessing risks in these areas, etc.); — the continued development of a health policy and a charter of commitments in this area and the raising of awareness of health and safety risks among the Company’s site managers; — the continuation of the “We Care for Your Health” for a better internationally, program, particularly reconciliation of illness and work; — the fight against discrimination and harassment by continuing to promote the two training modules on this issue in the 32 countries where they are deployed in order to strengthen employee awareness; we will establish the prevention plan for 2024 and the following years; — the continued roll‑out of the Sustainable Charter with Suppliers via the clauses of the Company’s standard contracts. Moreover, the risks mapping of the duty of vigilance will be subject to continuous updating in connection with the Company’s risks management approach (see paragraphs 2.2 “Social, Societal and Environmental Risks” and 5.2 “Internal Control Procedures and Risk Management”). 2.6.5 Committing to a Responsible and Transparent Tax Policy Dassault Systèmes’s commitment to ethical and sustainable growth is supported by a transparent and responsible tax policy in all countries where the Company operates. In line with this commitment to an ethical and sustainable growth, the Company’s tax policy relies on three key principles: Tax compliance, Tax transparency, and Tax responsibility. 2.6.5.1 Tax Policy Dassault Systèmes’ tax policy is defined in accordance with the applicable regulations – notably the principles derived from community law and the recommendations of the Organization for Economic Cooperation and Development. It is implemented in accordance with the Company’s business and operational objectives. 2.6.5.1.1 Compliance – Dassault Systèmes complies with tax regulations The Company prepares and files all required tax returns and pays all taxes accordingly. It also provides accurate and timely disclosures to all relevant tax authorities. Dassault Systèmes applies the arm’s length principle consistently across the business (contingent on local laws), defining prices in line with guidelines issued by the OECD. it complies with The Company ensures that local tax regulations wherever it operates, by monitoring regulatory changes and the possible technical divergences that may arise from their interpretation. It also complies with its Annual Reporting obligations on a country‑by‑country reporting (CBCR) basis. It also ensures that all taxes are properly assessed and paid in all the countries where they are due. The Company benefits from tax incentives offered by Government authorities to support investment including in R&D, employment and economic development. They are legislations and regulations, and are aligned with Dassault Systèmes’ business and operational objectives. implemented according to the relevant 2.6.5.1.2 Transparency – Dassault Systèmes is open and transparent with tax authorities The Company seeks, whenever possible, to develop cooperative relationships with tax authorities, based on mutual respect, transparency and trust. On occasion, local tax authorities may challenge the Company’s positions in the course of tax audits, particularly in instances where there is divergent interpretation of local or international tax provisions. In such cases, Dassault Systèmes may opt for litigation when that approach is considered to be justified. 116 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Business Ethics and Vigilance Plan 2 In case of doubt about an applicable tax treatment, the Company may seek rulings from tax authorities. Hence, Dassault Systèmes can request Advance Price Arrangements on an appropriate transfer pricing methodology. On a voluntary basis, Dassault Systèmes entered in 2019 into the International Compliance Assurance Program (ICAP), an OECD pilot program in which taxpayers and tax administrations work cooperatively and multilaterally to review international tax practices of participating companies in order to assess their level of tax risk. Dassault Systèmes is the first French company entering this program. The outcome of Dassault Systèmes’ participation to the ICAP is positive and contributed to increase the cooperation and transparency with the different tax authorities involved in the process. Most participating authorities validated Dassault Systèmes’ transfer pricing policy which should secure future tax audits. The effective IFRS tax rate of the Company was 28.8% in 2022 and reflects income tax of €375.4 million. Furthermore, the Company participates in several OECD working groups (Pillars 1 and 2 in particular) and some national initiatives. 2.6.5.1.3 Responsibility – Dassault Systèmes is committed to having a responsible tax policy All the legal entities of the Company are operated according to commercial and business considerations. They have economic substance. Dassault Systèmes does not have any non‑operational legal entities in Non‑Cooperative Countries and Territories (tax heavens) as defined by French and European Union tax laws, and is committed to continue this principle. In the context of its external growth, the Company performs thorough tax due diligence and might seek to change practices that are not aligned with the tax policy outlined herein. Dassault Systèmes neither encourages nor promotes tax evasion. 2.6.5.2 Tax Organization and Governance A dedicated team of skilled professionals with extensive knowledge and expertise of international tax matters (the “Tax department”) has the mission to support all Company’s entities and functions in all matters that could have a tax impact. These participate regularly in internal and external trainings, notably on tax matters. They also provide training to different stakeholders of the Company, keeping them aware of any new tax regulations and of Dassault Systèmes’ general Tax policy. The Vice President Group Tax reports to the Executive Vice‑President, Chief Financial Officer and supervises directly all Tax team members of the Company located in Europe, in Asia, and in Americas in order to ensure a better consideration of local tax environment and regulations, and to guarantee the independence of the function. The Sustainability Steering Committee approved Dassault Systèmes’ global Tax policy in 2021, which remains valid in 2022. Furthermore, tax issues and changes in legislation likely to affect the Group are presented to the Audit Committee at least once a year. Dassault Systèmes Tax department aims to develop close relationships with its businesses partners to provide clear, relevant and timely guidance on tax matters, including identification of risks and opportunities, if any. It also relies on external advice if needed. The Tax department is involved in strategic operations, including acquisitions, from planning to implementation to ensure that appropriate treatment is consistently applied. It also establishes all necessary processes and controls to ensure the proper implementation of Dassault Systèmes’ Tax policy. 2 117 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2.7 Environmental, Social and Governance Metrics 2.7.1 Environmental, Social and Governance Performance Metrics 2.7.1.1 Sustainable Development Strategy Dassault Systèmes’ sustainable development strategy is organized into three priority pillars, which are then analyzed in quantitative, measurable objectives: — committing to environmentally Sustainable Operations; — designing Solutions enabling Customers to reduce their Environmental Footprint; — developing Human Capital in respect of Diversity and Ethics. Progress against these targets is reviewed regularly by the Sustainability Steering Committee, the Operations Executive Committee and with the lead director for sustainability matters within Dassault Systèmes’ Board of Directors. The Board of Directors has included an ESG indicator in the performance criteria triggering payment of the annual variable compensation of the Executive Corporate Officers, and of the members of the Operations Executive Committee (see paragraphs 5.1.3 “Compensation Policy for Corporate Officers (Mandataires Sociaux)” and 5.1.4 “Summary of the Compensation and Benefits due to Corporate Officers (Mandataires Sociaux)”). This indicator is based on four criteria relating to employee engagement, the proportion of women in senior management positions, the percentage of eligible revenue according to the EU taxonomy and carbon emissions in line with Dassault Systèmes’ Science‑ Based Targets. The vesting of performance shares granted in 2023 to the Executive Corporate Officers (as well as to the beneficiary employees of Dassault Systèmes) will also depend in part on a multi‑criteria ESG indicator. These ESG criteria, and the associated targets, are reviewed annually to ensure they are aligned with Dassault Systèmes’ ESG strategy by 2027. On top of the internal carbon footprint objective of reaching 5 tCO2‑eq per full‑time equivalent in 2025 including the Scopes 1 and 2 as well as the purchase of capital goods, the business travels and the employees’ commute, Dassault Systèmes has developed a more comprehensive reduction plan for greenhouse gas emissions that was approved by the Science‑Based Targets initiative as being aligned with a 1.5‑degree pathway (Scopes 1 & 2) and with current best practice (Scope 3). These emissions targets, for 2025 or 2027 depending on the Scope in question, were revised in 2022, primarily to cover a larger scope, and are awaiting validation. However, the old targets remain valid, and are available in the 2021 Universal Registration Document, which is publicly available on Dassault Systèmes’ website. The metrics in that document follow the old methodology. 118 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2 The tables below show the sustainable development metrics and goals of Dassault Systèmes, grouped and presented under each of the three pillars: Committing to environmentally Sustainable Operations 2022 2021 2019 Environment (2) Scope 1 & 2 GHG emissions Scope 3 GHG emissions % of suppliers w/science‑based targets set 7,801 37,256 26% 15,372 11,990 23% (4) 25,188 77,595 ‑ Objective 2025‑2027 (1) % (35%) (2) (20%) (3) 50% (4) tCO2‑eq 16,314 62,076 ‑ (1) Emissions calculated according to the new reporting methodology. For details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. (2) 2027 target, submitted at the end of 2022, covering an expanded scope compared to the initial submission and awaiting validation by the Science‑Based Targets initiative. The objective validated in the past remain valid until approval of the new submission by SBTi: ‑34% for Scopes 1 and 2. For more details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. (3) 2027 target, submitted at the end of 2022, covering an expanded scope compared to the initial submission and awaiting validation by the Science‑Based Targets initiative. The objective validated in the past remain valid until approval of the new submission by SBTi: ‑23% for Scope 3, limited to greenhouse gas emissions from business travel and employees’ commute. For more details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. (4) 2025 target, submitted at the end of 2022, covering an expanded scope compared to the initial submission and awaiting validation by the Science‑Based Targets initiative. The objective validated in the past remain valid until approval of the new submission by SBTi: 52% of suppliers having defined science‑based targets. For more details, see chapter 2.7.1 “Environmental, Social and Governance Performance Metrics”. 2 Design Solutions enabling Customers to reduce their Environmental Footprint 2022 2021 EU Taxonomy Eligible Revenue Aligned Revenue (1) Eligible Operating Expenses (2) Aligned Operating Expenses (1) Eligible Capital Expenditures Aligned Capital Expenditures (1) 65.8% Not available 47.7% Not available 65.1% Not available 50% n/a 33% n/a 55% n/a Objective 2027 70% ‑ ‑ ‑ ‑ ‑ (1) Two question‑and‑answer documents were published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators and for applying certain technical screening criteria, as well as the certification obligation by an independent third party verifier, verification which was not specified in these terms in the original regulation. The late date of publication of these new clarifications on verification requirements by the European Commission did not allow Dassault Systèmes to revise its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes to not publish the proportion of revenue, operating expenses and capital expenditures considered aligned for activities 8.2 Data‑driven solutions to reduce GHG emissions. (2) The percentage of eligible operating expenses currently excludes from numerator and denominator the nature of expenses that are considered out of scope by the EU Taxonomy regulation, as detailed in the paragraph 2.7.2 “EU Taxonomy Indicators ”. Developing Human Capital in Respect of Diversity and Ethics 2022 2021 2020 Gender Diversity Women in the Executive team Women among People managers Employee Engagement Employee pride and satisfaction rate (2) Ethics and Compliance Employees trained on ethics and compliance (3) 38.5% 22.6% 38.5% 21.2% 38.5% 20.7% 81.7% 79.8% 82.5% 99.2% 98.6% 98.2% Objective 2025‑2027 40% (1) 30% (1) 85% 95% (1) Objective 2027. (2) Percentage measured by an annual satisfaction survey. (3) Average percentage of permanent employees who completed mandatory trainings on the Code of Business Conduct, Personal Data Protection and Anti‑Corruption. 2.7.1.2 Contribution to Sustainable Development Goals Dassault Systèmes is convinced that virtual universes are an essential tool for its customers and for the whole world. They allow users to imagine, design and test the radically new products, materials and manufacturing processes of the sustainable economy of tomorrow, and to do it extremely rapidly. indicators defined to measure To complement the its contribution to environmental goals, measured with the EU Taxonomy referential, Dassault Systèmes contributes also with a positive impact on sustainable development in the broad sense, notably to social goals as defined in the United Nations Sustainable Development Goals framework. 119 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics The Company notably contributes in the following areas: SDG3 (Global Health and Well‑being) via primarily MEDIDATA and BIOVIA brands; (Quality Education) via our dedicated SDG4 Education offering; SDG7 (Affordable and Clean Energy) via the CATIA and SOLIDWORKS brands; SDG13 SOLIDWORKS, SIMULIA and DELMIA brands. (Climate Action) the via . CATIA, The Sustainable Development Goals described above cover a wide scope of potential contributions. Therefore, the potential benefit of each of Dassault Systèmes’ brand has been assessed and documented through concrete use cases that are considered representative of their value offer. The contribution to the Sustainable Development Goals was considered significant when: — Dassault Systèmes directly contributes to the goals or enables its clients to contribute to the target; — activities related to targets significantly contribute to the brand revenue and show potential for growth; — the impacts are located in geographies or sectors identified as priority sectors by the United Nations. Each proof‑point includes relevant KPIs to document how the solution enables sustainability, for example: — the number of clinical trials for SDG‑related diseases run each year on the MEDIDATA platform; — the tons of waste and greenhouse gases avoided by using DELMIA solutions to optimize manufacturing processes; — the tons of greenhouse gases avoided by developing new, cleaner forms of energy and mobility with CATIA solutions. By using this methodology, all the brands listed above demonstrate a significant contribution to the Sustainable Development Goals, which represents a total New Licenses Revenue of 68.4% (non‑IFRS) for 2022. This percentage has been calculated as eligible revenue form new licenses generated on the EU Taxonomy restricted scope, to which is added the revenue generated by the Life Sciences & Healthcare activities contributing to the Good Health and Well‑being goal (SDG 3), and by the activities contributing to the Quality Education goal (SDG 4). The EU Taxonomy restricted scope excluded several sectors such as aeronautics, consumer products, energy and raw materials, as detailed in paragraph 2.8.3. “EU Taxonomy 120 Indicators Methodology” in the 2021 Universal Registration Document, even though the solutions developed by Dassault Systèmes also have an environmental contribution in these sectors. However, this indicator did not take this contribution into account. The new licenses revenue is calculated as the total revenue from new licenses, plus the incremental revenue of licenses sold in the form of subscriptions, see paragraph 3.1.2.2 “Composition of the main items in the income statement”, of the year (non‑IFRS data). From 2023 onwards, Dassault Systèmes simplified its objectives to align on EU Taxonomy referential, following the evolution of the regulation practical implementation, notably the reintegration of industry sectors previously excluded. The revenue generated by sustainable solutions will be the eligible revenue as per the EU Taxonomy referential as calculated in 2022. Only the Oil & Gas sector will remain excluded from the scope. This new target, calculated on the total Software and Services revenue in IFRS will be set at 70% of Group total revenue. 2.7.1.3 Ethical and Sustainable Workforce The Company’s purpose gives meaning to the professional life of its employees. It contributes to their pride and satisfaction in their achievements and their sense of belonging. In 2022, this rate increases by nearly 2 points from 2021. The dimension related to satisfaction increases by 2.7 points and the dimension related to pride rises to over 85%. In a context of high demand for high‑tech skills, the employee voluntary turnover rate is positioned at 10.8%, below the average and median rate identified by market research at the end of the first half of 2022 for the technology and life sciences sectors. The diversity and representation of each and every one of the employees is part of Dassault Systèmes’ collective ambition. In 2022, Company’s commitment and actions allowed to improve the global score by 2.4 points in the “Palmarès de la féminisation des instances dirigeantes des entreprises du SBF 120 (Ranking of women’s representation in governance bodies of SBF 120 companies). More than 1,600 women have joined Dassault Systèmes, increasing their number by 12.4%, compared with the 9.9% growth in the workforce. Focusing particularly on female profiles as part of the process of identifying key employees and development opportunities to management positions, the number of Women among People managers increased by 14.6%. In order to enable the different actions undertaken (see paragraph 2.3.5 ”Promoting Diversity and Inclusion“) to increase and leverage the Company’s women talent pool, the objective to reach 30% of Women among People managers is extended to 2027. DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2 There is no sustainability without good ethics. Dassault Systèmes business ethics and compliance rules are formalized primarily in the Code of Business Conduct. To ensure that employees master the fundamentals of ethics and compliance, the related trainings will be recurrent and mandatory on an annual basis. In a context where the cyber threat is increasingly high and challenging for all parties within the Company, 98.6% of employees completed the training helping them identify and avoid the pitfalls associated with digital communications. 2.7.1.4 Ratings and Awards Dassault Systèmes is a top performer on global Environmental, Social and Governance (ESG) ratings, as testified by the below ratings and rankings in 2022. In particular, the Company was assessed AAA by MSCI, placing it among the “Leaders”. This entrance confirms the pertinence of its sustainable development strategy. 2.7.1.5 Social, Societal and Environmental Indicators The tables below detail the principal indicators and targets for Dassault Systèmes in social, societal and environmental responsibility in addition to those followed within the framework of its sustainable development strategy: 2 121 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2.7.1.5.1 Social, Societal and Governance Indicators HUMAN CAPITAL (SUSTAINABILITY ACCOUNTING STANDARDS BOARD) Company Organization and Workforce Headcount Europe Americas Asia R&D Sales, Marketing and Services Company’s General Administration Headcount growth Permanent employees New joiners Recruitment Acquisition Countries of operation 2.3.1 Attracting Talented Individuals Job offers filled Job offers filled under permanent contracts Job offers filled by referral Conversion of interns and apprentices (2) Job offers filled by internal hires (3) 2.3.2 Developing Knowledge and Know‑how Employees who received training Average number of training hours (4) Employees certified to Company’s knowledge and values People managers certified Employees trained in cybersecurity Employees trained on ethics and compliance (5) 2.3.3 Preserving Health, Safety and Well‑Being in the Workplace Absenteeism – Illness Absenteeism – Occupational accidents Absenteeism – Maternity and Paternity Leave Satisfaction Work Environment (7) Permanent employees working part‑time Permanent employees benefiting from a leave of absence (8) 2.3.4 Rewarding and Retaining Talents Employees granted with Long‑Term Incentive (9) Employees subscribing to shareholding program (10) Employees covered by independent employees representation in Europe Employees covered by collective bargaining agreement in Europe Average seniority (in years) Employee voluntary turnover Employee total turnover Employee pride and satisfaction (11) 2022 Workforce in‑scope (1) Values 2021 2020 Objective 2025 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 83.4% 83.4% 83.4% 83.4% 83.4% 83.4% 83.4% 83.4% 83.4% 83.4% 82.4% 22,523 38% 29% 33% 41% 46% 13% 9.9% 99% 5,022 97.2% 2.8% 43 4,722 97.4% 18.7% 29.6% 26% 98.7% 27.9 90.5% 80.8% 98.6% 99.2% 91.9% 2.1% 91.9% 0.01% (6) 0.6% 91.9% 77.6% 129 sites 2% 99% 1.4% 99% 96.9% ‑ 37.1% 37.1% 100% 100% 100% 95.6% 12% ‑ 97.9% 80.4% 8.1 10.8% 12% 81.7% 20,496 39% 29% 32% 41% 46% 13% 3.6% 99% 3,629 99.4% 0.6% 42 3,875 96.4% 17.5% 28.6% 29.8% 90.9% 28.9 83.1% 81.8% ‑ 98.6% 2.2% 0.02% 0.7% 77.5% 2.3% 1.8% 11.3% 55.4% 97.3% 79.7% 8.3 10.8% 12.9% 79.8% 19,789 39% 30% 31% 41% 46% 13% 2.2% 99.1% 2,196 91.4% 8.6% 42 1,729 95.1% 24.3% 9.8% 36.9% 87.6% 23.5 72.4% 75.8% ‑ 98.2% 2.3% 0.01% 0.5% 79.8% 2.4% 1.4% 11.9% ‑ ‑ ‑ 8.2 5.3% 6.6% 82.5% ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ 20% ‑ 30% ‑ ‑ ‑ ‑ ‑ 95% < 4% ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ 85% (1) The scope refers to total headcount excluding companies or countries as detailed in paragraph 2.8 “Reporting Methodology”. (2) Percentage of conversion, under permanent or fixed‑term contracts, of the total number of interns and apprentices, whether they continue their educational training or are graduated. (3) Percentage of job offers requiring at least three years’ professional experience filled with internal candidates. (4) For employees who received training. (5) Average percentage of permanent employees who completed mandatory trainings on Code of Business Conduct, Personal Data Protection and Anti‑Corruption. (6) Corresponding to a lost‑time injury rate of 0.1 estimated on the basis of 200,000 hours worked. (7) Satisfaction rate of the employee experience on the Company’s sites measured by an annual satisfaction survey. (8) (9) Excluding members of the Executive team. (10) Percentage of eligible employees subscribing to the employee shareholding program. (11) Percentage measured by an annual satisfaction survey. Including end‑of‑career leave. 122 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2 2022 Workforce in‑scope (1) Values 2021 2020 Objective 2025/207 50% 100% 38.5% 100% 22.6% 100% 28.1% 100% 100% 22.3% 100% 28.8% 43.8% 100% 32.5% 100% 95/100 18.2% 50% 38.5% 21.2% 27.5% 22.1% 27.4% 44.4% 34.9% 94/100 50% 38.5% 20.7% 26.8% 21.7% 26.4% 44% 33.5% 95/100 ‑ 40% (3) 30% (3) ‑ ‑ ‑ ‑ ‑ ‑ 2 18.2% 2.7% 2.9% 2.9% 100% 136 135 133 ‑ 8.3 6.8 ‑ 82.4% 99.4% 98.6% 98.4% 82.4% 82.4% 98.6% 99.5% 98.8% 98.4% 98.4% 97.7% ‑ ‑ ‑ ‑ ‑ ‑ 2.3.5 Promoting Diversity and Inclusion Gender diversity Women on Board of Directors (2) Women in the Executive team Women among People managers Women in the Company R&D Sales, Marketing and Services Company’s General Administration Women in new joiners Gender Equality Index (4) Disability Employment of people with disabilities (5) Country of Origin Number of countries of origin SOCIAL CAPITAL (SUSTAINABILITY ACCOUNTING STANDARDS BOARD) 2.4.2 Innovate for a Sustainable Future Millions of learners using or having used one or more technologies (6) 2.4.3 Secure and protect Data Employees trained on personal data protection (7) LEADERSHIP AND GOVERNANCE (SUSTAINABILITY ACCOUNTING STANDARDS BOARD) 2.6 Business Ethics and Vigilance Plan Employees trained in the Code of Business Conduct (6) Employees trained on Anti‑corruption (1) The scope refers to total headcount excluding companies or countries as detailed in paragraph 2.8 “Reporting Methodology”. (2) Excluding Directors representing employees, not accounted in accordance with the law and the AFEP‑MEDEF Code. (3) Objective 2027. (4) The Gender Equality Index (Index Égalité Femmes‑Hommes) reported covers Dassault Systèmes SE. It is calculated each year in respect of the previous year. (5) The employment rate of people with disabilities reported covers Dassault Systèmes SE. It is calculated each year in respect of the previous year. (6) Number of learners using or having used one or more of the Company’s technologies in an initial or lifelong training context. (7) Percentage of permanent employees who completed mandatory trainings. 123 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2.7.1.5.2 Environmental Indicators For readability purposes, and because 2022 saw the expansion of the scope of reporting and the update of several methodologies, the indicators relatives referring to 2020 are not restated, thus not disclosed in this document. However, they remain available in the 2021 Universal Registration Document, which is publicly available on Dassault Systèmes’ website. The indicators presented in the document follow the former methodology. 2022 2021 2025‑2027 Objective 2019 Workforce in‑scope (1) New New Values method (2) Old method method (2) Old method (New method) (2) ENVIRONMENT (SUSTAINABILITY ACCOUNTING STANDARDS BOARD) 2.5.2 Driving Action: Climate Strategy Carbon intensity – in tCO2eq (3) Scope 1 – in tCO2eq Natural Gas Fuel Refrigerant Company cars Scope 2 – in tCO2eq Electricity (“Market based”) Electricity (“Location based”) % of low‑carbon electricity (6) Urban steam and cold Scope 3 – in tCO2eq Business travels Employees’ commute Capital goods Goods and services Electric and electronic waste (7) Ordinary waste (9) Upstream emissions (10) % of suppliers in emissions w/science‑based targets set (11) Total – in tCO2‑eq Scope 3 – Use of goods sold (customers “on premise”) – in tCO2‑eq % of certified workplaces (7) % of workplaces with sorting facilities for ordinary waste (7) Weight of collected electric and electronic waste (WEEE) in tons (7) % of electric and electronic waste recycled (WEEE) (7) 98% 94% 94% 94% 94% 94% 94% 94% 94% 94% 94% 98% 96% 100% 98% 98% 86% 100% 94% 3.9 4,476 821 384 522 2,749 3,324 2,870 22,929 90% 455 168,709 21,464 15,792 35,821 91,399 95 (8) 1,620 2,519 3 3,949 748 197 1,032 1972 12,500 12,029 21,056 67% 472 123,269 7,367 4,624 27,183 79,615 27 (8) 1,473 2,980 2.8 3,859 657 197 1,032 1,972 10,305 9,834 18,362 75% 472 128,353 5,983 6,857 28,076 87,435 0.5 ‑ ‑ 7.2 5,403 825 ‑ 315 4,263 19,695 19,153 22,338 40% 542 206,044 50,982 26,613 27,491 97,084 77 (8) 1,441 2,356 6.7 5,403 825 ‑ 315 4,263 17,576 17,034 18,215 44% 542 150,951 34,410 27,199 21,639 67,703 ‑ ‑ ‑ 5 (4) ‑35% (5) ‑ ‑20% (5) ‑ ‑ ‑ 98% 26% 176,510 ‑ 139,719 23% 142,517 ‑ 231,142 ‑ 173,930 50% (12) ‑ ‑ 465,870 (13) 73% 86% 463,487 (13) 530,771 69% 69% ‑ 53% 551,656 53% 86% 86% 86% 89% 47.5 99% 88% 88% 84% 84% 24.3 24.3 38.9 38.9 98% 98% 99% 99% ‑ ‑% ‑% ‑ ‑ (1) The scope of reporting refers to the total workforce excluding companies or countries as described in paragraph 2.8 “Reporting Methodology”. (2) The figures for carbon emissions mentioned under “New method” have been restated to take into account changes in the scope of consolidation related to acquisitions, in particular Medidata in 2019, and several methodological changes to improve the reliability of the data. This estimate and the associated targets are pending validation by the Science‑Based Targets initiative (SBTi). (3) Carbon intensity takes into account greenhouse gas emissions from Scopes 1, 2 and 3, excluding emissions linked to the use of solutions by clients and emissions linked to the purchase of goods and services, in relation to the average workforce covered. (4) Carbon intensity is an indicator for a 2025 horizon corresponding to a 38% reduction in the Company’s carbon intensity compared to 2018. Although they are part of the same trajectory, the SBTi objectives cover a more comprehensive scope. In line with the Science‑Based Targets initiative, this target has been set with a horizon of 2027, using 2019 as the reference year. (5) (6) The share of low‑carbon electricity is estimated on the basis of the respective shares of electricity acquired as low‑carbon and of purchases of additional certificates. (7) The data reported and related to e‑waste, share of certified workplaces and sorting equipment for ordinary waste, only covers sites with more than 50 employees, hence the reduced coverage rate. In 2023, Dassault Systèmes will study the possibility of expanding the monitoring of these indicators to provide a more comprehensive view. (8) The estimate of emissions relating to the processing of electrical and electronic waste uses a more robust emission factor that is significantly higher than that used in the past. This partly explains the significant increase between the old and new estimation methods. (9) Emissions relating to ordinary waste are estimated using an average emission factor per employee. (10) Upstream emissions refer to fuel and energy activities. (11) In accordance with the Science‑Based Targets initiative, this is the percentage of suppliers, by weight of emissions, including products, services and capital goods purchased, that are themselves committed to a science‑based emissions reduction pathway. (12) In line with the Science‑Based Targets initiative, this target has been set with a 2025 horizon. (13) Where available, these estimates are made on the basis of updated emissions factors for the year in question. 124 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2 From 2021 to 2022, the increase in Scope 1 emissions is primarily driven by the use of business vehicles (+39%). This is primarily due to the lifting of the restrictions due to COVID‑19, especially in Europe. In fact, nine of the eleven countries showing more than a 10% increase in emissions are European. However, these same emissions have decreased by 36% since 2019, notably contributing to the general decrease in Scope 1 emissions from 2019 to 2022. The Company is well positioned to reach its SBTi target of 35% decrease of its Scope 1 emissions by 2027. From 2021 to 2022, electricity consumption (Scope 2) rose by 6%, from 71,457 MWh to 75,459 MWh, reflecting the workforce increase (+8%) and the progressive reopening of the sites following the COVID‑19 pandemic. From 2019 to 2022, this increase was limited to 3% and is equivalent to 10% decrease in energy intensity from 2019 to 2022, primarily driven by the implementation, as part of ISO 50001 certifications, of energy sobriety actions in Europe. These efforts are accompanied by a sharp decrease in greenhouse gas emissions relating to electrical consumption (‑85% from 2019 to 2022), due to the acquisition of renewable energy certificates in the main emitting countries, now bringing to 90% the share of low‑carbon electricity in the Company’s total consumption. The Company is well positioned to reach its SBTi target of 35% decrease of its Scope 2 emissions by 2027. The carbon intensity related to Scopes 1 and 2 amounts to 0.4 tCO2‑eq/employee in 2022, decreasing by 56% compared to 2021. Further to the progressive lifting of COVID‑19‑related restrictions, direct emissions from business travel nearly tripled from 2021 to 2022. However, these emissions remain 58% lower than the ones in 2019, year pre‑COVID‑19 and year of reference for the SBTi targets. The Company anticipates a controlled increase of business travels based on the roll‑out of the new Travel Smarter, Travel Greener travel. From 2019 to 2022, the carbon footprint of employees’ commute dropped by 40% to 15,792 tCO2‑eq, proportionally to two days a week of remote work granted to employees in the new Company policy. Compared to 2019, this structural reduction in emissions, linked to employees’ commute and the effect of the Travel Smarter, Travel Greener policy, positions the Company favorably to achieve its SBTi objective of a 20% reduction in Scope 3 and travel‑related emissions by 2027. The carbon intensity related to Scope 3 (business travel and employees’ commute) is 1.7 teqCO2/employee, down 59% compared to 2019. Greenhouse gas emissions related to purchases of goods, services and equipment, with comparable methodology in 2021 and 2022, increased by 19%. This evolution can primarily be attributed to the increase in our IT investments, in particular the cloud, and the “Hotels and meals” expenses of the employees related to the strong resurgence of travel. The carbon intensity related to purchases of goods and services amounts to 4.1 tCO2‑eq, increase by 5% compared to 2021. 2 2.7.2 EU Taxonomy Indicators 2.7.2.1 General Context and Scope of Application for 2022 increasing climate risk, the European In a context of Commission has launched a Sustainable Finance Action Plan in 2018, establishing a framework to foster sustainable investments in the European Union. In June 2020, the European Parliament approved Regulation (EU) 2020/852, known as the EU Taxonomy (Regulation). Several delegated acts followed. As a Company registered in the European Union and being above several thresholds set in the regulation, Dassault Systèmes’ falls under this new EU Taxonomy regulation. The EU Taxonomy is a classification system of economic activities according to their contribution to six environmental objectives: — climate change mitigation; — climate change adaptation; — the sustainable use and protection of water and marine resources; — the transition to a circular economy; — pollution prevention and control; — the protection and restoration of biodiversity and ecosystems. For the first two years of application, 2021 and 2022, only the first two objectives, which specifically concern climate change, are subject to financial disclosures in the form of indicators. The Climate Delegated Act specifies the activities, classified by economic sector, entering the scope of the EU Taxonomy, and, in particular, the technical review criteria to qualify the substantial contribution of an activity to one of the above‑mentioned environmental objectives and the absence of harm done to the other objectives. The Delegated Act of July 6, 2021 detailing the article 8 of the original regulation set out the content, calculation method of the related indicators and expected disclosures. Several additional texts have been published to provide clarifications on these delegated acts in 2022, in particular the two questions and answers documents published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators but also the application of certain technical screening criteria, including the obligation of certification by an independent third‑party verifier. 125 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics For the first year of application of the EU Taxonomy – i.e. the year ended December 31, 2021 – the indicators required were limited to the proportion of revenue, capital expenditures and operating expenses, respectively, associated with eligible economic activities as defined by the Regulation, without comparative data for 2020. For the second year of application – i.e. the year ended December 31, 2022 – the indicators required were the proportion of revenue, capital expenditures and operating expenses associated with eligible and aligned economic activities, as defined by the EU Taxonomy, without comparative data with 2021 as specified by the Regulation, more specifically the Delegated Act of July 6, 2021, mentioned above. An economic activity is eligible when explicitly described in the restricted list included at this stage in the Regulation, more specifically in the Climate Delegated Act and is likely to make a substantial contribution to each environmental objective. Those activities are considered aligned to the EU Taxonomy when they respect the technical screening criteria, which are precise conditions and performance thresholds to demonstrate the substantial contribution to the environmental objectives, that they do not harm significantly the other environmental objectives and that they respect the minimum safeguards conditions specified in the Regulation. 2.7.2.2 Sustainability Drivers Sustainability drivers are used to demonstrate the link between the use of our software, and greenhouse gas emissions avoided for our customers. The documentation and contribution of these drivers, and associated KPIs, are based on the documentation and analysis of representative use cases in the various industries that Dassault Systèmes addresses. Dassault Systèmes has assessed eligibility through a developed methodology, that has been reviewed by an independent audit. The approach relies on identifying specific capabilities or disciplines within each brand that contribute to key sustainability drivers in the economy. A total of 14 sustainability drivers have been identified in order to demonstrate the contribution of our solutions to the “climate change mitigation” objective: 1) enabling new forms of energy – emissions compared to thermal energy sources; 2) industrializing the construction sector to reduce errors and waste; 3) tracking sustainability requirements by use of model‑based system during the whole product lifecycle; 4) light weighting products to reduce resource during use and transport; 5) replacing physical prototypes with virtual twins; 6) improving Product Performance combining Modeling and Simulation; 7) designing for manufacturing to reduce errors and waste; 8) improving efficiency in the design process – Engineering department environmental footprint; 9) accelerate the transition to the circular economy, keep materials and equipment in use; 10) manufacturing process optimization, between design and industrialization enables to optimize product manufacturing: reduce resource consumption, scrap, etc.; 11) optimize production (produce more with less), thanks to the monitoring of production activities in real time, to optimize manufacturing materials and the use of resources; 12) reducing need for physical mockup thanks to factory virtual twins, enabling to verify the manufacturability of new products or the performance of layout changes; 13) optimizing logistics flows and supply chain, using virtual twin can help create a logistics plan according to the goal of minimizing CO2; 14) recovering of waste electric and electronic equipment (WEEE), thanks to digital continuity enabling a constant flow of information, which facilitates the uptake of recycled materials. Some of the sustainability drivers contribute to reducing greenhouse gas emissions in a specific part of the product life cycle (e.g. by improving product performance in the use phase). Others are applicable in all steps of the life cycle (e.g. tracking sustainability requirements – from the design to the end‑of‑life phase). 126 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSustainability drivers New forms of energy Industrializing the construction sector Tracking sustainability requirements Light weighting products Replacing physical prototypes Improving product performance Designing for manufacturing Improving efficiency in the design process Keeping material in use Manufacturing process optimization Optimize output (produce more with less) Logistics flow and supply chain optimization Waste electric and electronic equipment recovery Factory virtual twins reduce need for physical mockups Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2 Design Manufacturing & Sourcing Use End of life                         2 These sustainability drivers are used to determine the substantial contribution of Dassault Systèmes solutions to climate change mitigation, as presented in the paragraph 2.8.3 “EU Taxonomy Reporting Methodology”. The software revenue generated by the Company’s brands predominantly corresponds to the definition of activities in paragraph 8.2 Data‑driven solutions for GHG emission reductions. They may be considered “enabling activities” since they have the potential to enable our clients to improve their own sustainability. A detailed assessment of Dassault Systèmes’ portfolio to link each solution to the list of sustainability drivers mentioned above, covering close to 40 technological domains has been carried out to identify the Brand portfolio that: — directly supports decision making enabling GHG emission reduction, as Dassault Systèmes’ solutions provide modelling and simulation functionalities that allow users to optimize core characteristics of products, specifically thanks to the sustainability drivers mentioned above, before taking the decision to manufacture or use such products; — and that is marketed as enabling GHG emission reduction through the value proposal of each Dassault Systèmes’ offer and customer use cases presented for each brand. The revenue generated by the brand portfolio satisfying the two main conditions described above is then considered as eligible. The evaluation of the alignment of activities generating revenue was undertaken by a detailed examination of several customer cases and scientific studies, with the aim of estimating the reductions of greenhouse gas emissions generated by the sustainable development factors linked to the use of Dassault Systèmes solutions. These cases of solution implementation were analyzed for the main solutions and for the client segments that contribute most to the Company’s revenue. 2.7.2.3 Eligible and Aligned Revenue (Software & Services) as of December 31, 2022 (Full Year – IFRS – in Millions of Euros) The eligible and aligned revenue represent the proportion of Dassault Systèmes’ revenue‑generating activities that are respectively eligible and aligned to the EU Taxonomy as described above and detailed in paragraph 2.8.3 “EU Taxonomy Indicators Methodology”. The table below presents, for 2022, the proportion of Software and Services revenue that is considered eligible and aligned, contributing to the Climate Change Mitigation objective and corresponding to the Data‑driven for GHG emissions reduction activities (8.2). Two question and answers documents were published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators and for applying certain technical screening criteria, as well as the obligation to certification by an independent third party verifier, a verification that was not specified in these terms in the original regulation. The late date of publication of these new clarifications on verification requirements by the European Commission did not allow Dassault Systèmes to revise its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes to not publish the proportion of revenue, operating expenses and capital expenditures considered aligned for activities 8.2 Data‑driven solutions to reduce GHG emissions. 127 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics Economic activities Revenue (in millions of euros) % of Revenue Climate Change Mitigation Climate Change Adaptation A1. Eligible activities aligned with EU Taxonomy (8.2) Data‑driven solutions for GHG emission reductions A2. Eligible activities not aligned with EU Taxonomy (8.2) Data‑driven solutions for GHG emission reductions TOTAL FOR ELIGIBLE ACTIVITIES (A1 + A2) Not available Not available Not available Not available Not available Not available Not available Not available Not available Not available Not available Not available Not available 3,725.2 Not available 65.8% Not available 100% Not available 0.0% B. EU Taxonomy non‑eligible activities Revenue of EU Taxonomy‑non‑eligible activities TOTAL (A + B) (1) 1,940.1 1,940.1 5,665.3 34.2% 34.2% 100.0% (1) The revenue split is detailed in the paragraph 4.1.1 “Consolidated Financial Statements”. Dassault Systèmes has carried detailed use cases analysis to demonstrate the alignment of the brands CATIA, SIMULIA, SOLIDWORKS and, DELMIA, and more specifically on the implementation through these solutions of the following sustainability drivers: — light weighting of products; — replacing physical prototypes; — improving product performance; — improving efficiency in the design process; — optimizing the manufacturing process; — optimizing output (producing more with less). Several representative use cases for the implementation of these solutions have been documented on the relevant engineering disciplines, as described in paragraph 2.8.3. “EU Taxonomy Indicators Methodology” based in particular on independent academic studies of applied research (ex MIT publication) or by customer technical departments, but which have not been verified in the sense that is specified by the regulator since December 19, 2022. In 2023, Dassault Systèmes will continue its efforts to document representative use cases, notably for its virtual twin solutions impacts and will initiate certification actions by an independent third‑party verifier, on its assessment of greenhouse gas emission reductions generated by its solutions. The proportion of revenue considered non‑eligible currently corresponds to the brands MEDIDATA, ENOVIA, 3DEXCITE, CENTRIC PLM and 3DVIA. An in‑depth analysis of the product portfolio of each of these brands will make possible, in the future, to reconsider their inclusion within the category of eligible brands. The revenue of eligible activities published in 2021 (50%) notably excluded revenue generated by software and services in sectors not explicitly listed by the Regulation, specifically in the Climate Delegated Act – namely Aerospace & Defense, Consumer Packaged Goods & Retail, Energy & Materials, Home & Lifestyle, and Life Sciences & Healthcare. This decision, which underestimated Dassault Systèmes’ contribution to the various fields of sustainable development, was explained by a lack of clarification about the precise scope of the sectors of activity to be included in the original Regulation. The enabling activity description has been further analyzed and Dassault Systèmes concludes that the Aerospace & Defense, Consumer Packaged Goods & Retail, Energy & Materials, Home & Lifestyle, and Life Sciences & Healthcare sectors can be included in the fields of application for eligible activities, in particular for the revenue generated by data‑driven solution for GHG emissions reduction (8.2). By taking these sectors into account, with the exception of the oil, gas and mining sectors, that Dassault Systèmes has kept excluded from its reporting fields, Dassault Systèmes’ eligible activities would have been 68% of its revenue in 2021. The detailed methodology to assess eligible activities is described in paragraph 2.8.3 “EU Taxonomy Indicators Methodology”. 2.7.2.4 Eligible and Aligned Operating Expenses as of December 31, 2022 (Full Year – IFRS – in Millions of Euros) The eligible and aligned Operating Expenses represent the reduced proportion of Dassault Systèmes’ Operating expenses that are respectively considered eligible and aligned to the EU Taxonomy as described in paragraph 2.8.3 “EU Taxonomy Indicators Methodology”. The table below presents, for 2022, the proportion of operating expenses considered eligible and aligned, contributing to the Climate Change Mitigation objective. This expenditure corresponds, on the one hand, to operating expenses linked to assets or processes associated with Group economic activities that are EU Taxonomy‑eligible and aligned, specifically for data‑driven solutions aiming to reduce greenhouse gas emissions (8.2) and. on the other hand, expenses linked to purchases of eligible and aligned economic activities production, in that case of data processing, hosting and related activities (8.1). 128 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics 2 As explained in the previous paragraph, the clarifications brought by the two questions‑and‑answers documents that have been published on December 19th 2022 by the European Commission did not allow Dassault Systèmes to prepare a relevant percentage of alignment of its core activities within a reasonable time, which leads the Company to report as non‑available the proportion of operating expenses considered as aligned for the activity 8.2 Data‑based solutions to reduce GHG emissions. Economic activities A1. Eligible activities aligned with EU Taxonomy (8.2) Data‑driven solutions for GHG emission reductions A2. Eligible activities not aligned with EU Taxonomy (8.1) Data processing, hosting and related activities (8.2) Data‑driven solutions for GHG emission reductions TOTAL FOR ELIGIBLE ACTIVITIES (A1 + A2) B. EU Taxonomy non‑eligible activities Operating Expenses of EU Taxonomy‑non‑eligible activities TOTAL (A + B) Operating expenses (in millions of euros) % of operating expenses Climate Change Mitigation Climate Change Adaptation Not available Not available Not available Not available Not available Not available 19.4 Not available Not available 1.6% Not available Not available 100% Not available Not available 0.0% 2 Not available 564.2 Not available 47.7% Not available 100% Not available 0.0% 619.7 52.3% 619.7 1,183.9 52.3% 100.0% The proportion of Dassault Systèmes’ operating expenses considered as eligible but non‑aligned is concentrated on the operating expenses related to the activities of processing of data hosted in shared centers and provided by cloud service providers. With regard to these data processing activities, none is considered as aligned, given the particularly strict requirements of the Regulation’s substantial contribution criteria – particularly the implementation of the expected practices of the European Code of Conduct for Data Centers and their regular audit by an independent third party, together with the global power of the refrigerants used. 2.7.2.5 Eligible and Aligned Capital Expenditures as of December 31, 2022 (Full Year – IFRS – in Millions of Euros) The eligible and aligned Capital Expenditures represents the proportion of Dassault Systèmes’ Capital Expenditures that are considered respectively eligible and aligned to the EU Taxonomy as described in paragraph 2.8.3 “EU Taxonomy Indicators Methodology”. The table below presents for 2022 the proportion of capital expenditures that is considered as eligible and aligned, contributing to the climate change mitigation objective. In 2022, the Group capital expenditures corresponds mainly to investments analyzed individually (independently from Dassault Systèmes activities) related to acquisition and ownership of buildings (7.7) and Data processing, hosting and related activities (8.1). To a lesser extent, the Group has acquired during the year technologies directly linked to the activity data‑driven solutions aiming to reduce greenhouse gas emissions (8.2). These technologies are as a consequence eligible and aligned when the corresponding Dassault Systèmes’ brand is respectively eligible and aligned. 129 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Environmental, Social and Governance Metrics As explained in the previous paragraph, the clarifications brought by the two questions‑and‑answers documents that have been published on December 19th 2022 by the European Commission did not allow Dassault Systèmes to prepare a relevant percentage of alignment of its core activities within a reasonable time, which leads the Company to report as non‑available the proportion of capital expenditures considered as aligned for the activity 8.2 Data‑driven solutions to reduce GHG emissions. Economic activities Capital Expenditure (in millions of euros) % of capital expenditure Climate Change Mitigation Climate Change Adaptation A1. Eligible activities aligned with EU Taxonomy (8.2) Data‑driven solutions for GHG emission reductions (1) A2. Eligible activities not aligned with EU Taxonomy (6.5) Transport by motorbikes, passenger cars and light commercial vehicles (7.1) Construction of new buildings (7.2) Renovation of existing buildings (7.3) Installation, maintenance and repair of energy efficiency equipment (7.7) Acquisition and ownership of buildings (8.1) Data processing, hosting and related activities (8.2) Data‑driven solutions for GHG emission reductions (1) TOTAL FOR ELIGIBLE ACTIVITIES (A1 + A2) Not available Not available Not available Not available Not available Not available Not available Not available Not available Not available Not available Not available 2.1 2.4 10.2 1.3 80.8 56.9 0.8% 1.0% 4.1% 0.5% 32.5% 22.9% 100% 100% 100% 100% 100% 100% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Not available 161.7 Not available 65.1% Not available 100% Not available 0.0% B. EU Taxonomy non‑eligible activities Capital Expenditures of EU Taxonomy‑non‑eligible activities TOTAL (A + B) (2) 86.8 86.8 248.5 34.9% 34.9% 100% (1) The total amount of capital expenditures linked to the data‑driven solutions for GHG emissions reduction activities is 8.1 MEUR. (2) The Intangible and tangible asset variations are presented in the Note 14 of the paragraph 4.1.1 “Consolidated financial Statements”. In 2022, Dassault Systèmes reports no real‑estate capital expenditures aligned, mainly due to the rental model of the Group. The Company usually only carries out work to adapt its internal office spaces, with no specific target in terms of energy performance, which is at the core of the criteria for a substantial contribution to the EU Taxonomy. A large majority of Dassault Systèmes capital expenditures is concentrated on IT equipment and associated software, equivalent to 45.1% of the total. Among such expenditure, nearly half is undertaken for the needs of data processing activities, particularly with regard to colocation data centers (8.1). As specified in the previous paragraph, none of the data center is considered as aligned, given the particularly strict requirements of the Regulation’s substantial contribution criteria – particularly the implementation of the expected practices of the European Code of Conduct for Data Centers and their regular audit by an independent third party, together with the global warming potential of the refrigerants used. As a consequence, no capital expenditures linked to this activity is aligned. Considering the sole criteria of the signature of the charter of the European Code of Conduct for Data Centers, which are used by Dassault Systèmes, the proportion of aligned operating expenses would automatically increase by €36.6 million, equivalent to 14.7% of total capital expenditures. 130 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Reporting Methodology 2 2.8 Reporting Methodology With the exception of the EU Taxonomy, whose methodology is presented in paragraph 2.8.3 “EU Taxonomy Indicators Methodology”, social, societal and environmental reporting methodologies are detailed in the reporting protocols, which define the methodology for collecting and calculating information and the scope of data collection. To enhance the reliability of the reporting process, these internal protocols include definitions and rules for calculating each indicator, and are updated each year. Data reliability checks are carried out annually at the time of data consolidation as well as throughout the year in connection with analyzing variations from preceding periods. The environmental includes Dassault reporting scope Systèmes SE and all the companies in respect of which it has a shareholding exceeding 50% and the three geographical regions in which the Company operates: Europe (including Europe, Middle East, Africa), Americas and Asia. However, for some indicators, the scope covered may be more limited: companies acquired during the year are generally excluded from the scope of reporting within the year of the acquisition and the year after, as well those considered as immaterial. The indicators were selected from the mapping of social, societal and environmental risks. Data related to employees is calculated on the basis of “full‑time equivalents” (FTE), which correspond to the proportion of “worked hours/ standard full‑time work hours” and which were jointly defined and shared by both Human Resources and Finance teams. The number of employees or workforce refers to the number of employees, including permanent and temporary labor contracts (apprenticeships included). Data related to new hires and departures is also determined using this rule; it is extracted from human resources and finance software applications, both being deployed in all Dassault Systèmes’ entities. 2 2.8.1 Methodology of Social, Societal and Business Ethics Reporting and Vigilance Plan Indicators refers to the workforce as of December 31, 2022. Depending on the approach adopted and the level of progress of the integration process, Centric Software, Outscale, DIOTASOFT, INSPI, StyleSage and MIG Microwave Innovation Group GmbH & Co. KG. may be excluded from the scope of reporting for some indicators, as reflected in the coverage percentage below: — data relating to paragraph 2.3.1 “Attracting Talented Individuals” exclude Medidata, which will be included in 2023, and refer to job offers filled between January 1, 2022 and December 31, 2022, covering 83.4% of the workforce versus 84.5% in 2021; — data relating to paragraphs 2.3.2 “Developing Knowledge and Know‑how”, 2.4.3 “Secure and protect Data” and 2.6 “Business Ethics and Vigilance Plan” exclude Medidata, which will be included in 2023, and are calculated on the basis of number of employees. They cover 83.4% of the workforce versus 84.7% in 2021 when referring to training and certification and 82.4% of the workforce versus 83.7% in 2021 when referring to mandatory training on ethics and compliance; — data relating to paragraph 2.3.3 “Preserving Health, Safety and Well‑Being in the Workplace” are calculated as follows: – data relating to absenteeism cover 15 countries, representing 91.9% of the workforce compared with 89.6% in 2021. The new indicators defined in 2022 are calculated by applying the same methodology as for December 31, 2021 and December 31, 2020, – data related to Satisfaction Work Environment are based on the survey conducted by Great Place To Work and cover 159 physical sites, a result being available for 129 of these, – data related to part‑time work and leave of absence are calculated on the basis of the number of employees; — data related to paragraph 2.3.4 “Rewarding and Retaining Talents” are calculated as follows: – data related to employees granted with Long‑Term Incentive are calculated on the basis of number of employees and exclude members of the Executive team. They cover 96.9% of the workforce, compared with 97.6% in 2021, – data related to the employee shareholding program are calculated on the basis of number of employees and covered 91.2% of the workforce in 2021, – data related to employees covered by independent employees’ representation and collective bargaining agreements refers to the workforce in Europe. They cover 37.1% of the workforce, Europe representing 38% of the Company’s workforce. In 2022, the definition of collective bargaining agreements has been specified leading to revise the data disclosed for 2021, – data related to employee pride and satisfaction are based on the survey conducted by Great Place To Work and cover 95.6% of the workforce; — data related to the Gender Equality Index (Index Égalité Femmes‑Hommes) and to the rate of employment of people with disabilities included in paragraph 2.3.5 “Promoting 131 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Reporting Methodology Diversity and Inclusion”, cover Dassault Systèmes SE and are calculated in compliance with French law. They cover 18.2% of the workforce; — data related to People managers refer to employees with management responsibilities to whom the People manager role has been assigned and covers 69.9% of managers; — data relating to paragraph 2.4.2.1 “Preparing the ”Workforce of the Future“” is estimated by taking account the number of main academic licenses to which a coefficient of number of users resulting from experience and exchanges with the Company’s customers is applied. 2.8.2 Methodology for Environmental Reporting – for indicators concerning business travel, the data presented cover emissions produced by employees of the Company’s main legal entities. For these indicators, the data presented in the environmental report covers the emissions produced by the employees of legal entities comprising a site with at least 50 employees. In 2022, the reporting scope thus covers 96% of the Company’s employees, as in 2021, – for indicators relating to employees’ commute, the data presented covers the emissions relating to daily commuting by employees of all legal entities by estimating the distances traveled between their declared personal address and their workplace. In 2022, these estimates cover a worldwide scope representing 100% of the Company’s employees, as in 2021, – for indicators concerning ordinary or electronic waste, the data presented covers emissions relating to estimates per employee and electronic waste transiting the main sites respectively, – for indicators relating to the use of solutions sold, the data presented covers emissions relating to active licenses as of January 1, 2023 from financial reporting tools. These indicators represent indirect emissions relating to estimates of our customers’ “on‑premise” electricity consumption. Our environmental reporting may evolve as part of the continuous improvement process undertaken by Dassault Systèmes, or to take modifications of applicable regulations into account. 2.8.2.2 Collecting and Consolidating Environmental Data The environmental data on greenhouse gas emissions were collected by the internal network of contributors, and then consolidated by the “Sustainable Operations” team, based on the environmental reporting protocol. For some categories, such as business travel and data concerning electronic waste, external service providers have been consulted. 2.8.2.1 Methodology and Scope of Environmental Reporting As of December 31, 2022, the employees of Dassault Systèmes were distributed between 197 sites. Most of the environmental indicators are calculated on the basis of the physical sites’ operating data: buildings’ energy consumption, quantities of waste produced, etc., whereas Scope 3 greenhouse gas emissions are assessed according to different processes, such as the monitoring of the purchase of transport services for business travel (train or plane tickets, car rentals, etc.), which is carried out at the level of each of the Company’s legal entities. These characteristics explain the co‑existence of two reporting scopes for environmental data: — environmental reporting related to energy consumption (Scopes 1 and 2), treatment of common or electrical and electronic waste, building certifications, cooling systems and company vehicles concerns sites with at least 50 employees. In 2022, 64 sites were concerned, covering 86% of the Company’s workforce. With the estimate made on December 31, 2022, for sites with fewer than 50 people, the coverage percentage is 94% for Scopes 1 & 2 indicators, compared to 86% in 2021. It is 100% for ordinary waste; — for greenhouse gas emissions in Dassault Systèmes’ Scope 3, the data presented in the environmental reporting covers greenhouse gas emissions as follows: included – for indicators relating to the purchase of goods and services and capital goods, the data presented covers emissions relating to all annual invoices in euros recorded between January 1 and December 31, 2022, from Scope 3 in the supply chain. A readjustment is made to take into account the effect of the inflation on a year‑by‑year basis starting from 2022, and the exchange rate for 2021 is applied. Non‑significant legal entities were not taken into account (these expenses are estimated at 0.85% of total expenses). Thus, the scope covers 98% of the Company’s employees versus 99% in 2021, 132 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Reporting Methodology 2 In order to facilitate the consolidation of the environmental information relating to Scopes 1 and 2, a dedicated internal software solution has been rolled out on our 3DEXPERIENCE platform. It helps structuring and standardizing environmental data, calculating indicators and increasing the frequency of data collection. Hence, indicators relating to energy consumption and its related greenhouse gas emissions, as well as waste electrical and electronic equipment, are quarterly collected by the internal network of contributors and are reviewed and reported on a quarterly basis by the Real Estate department. Indicators for the treatment of common waste and other greenhouse gas emissions are collected annually by the internal network of contributors. The indicators relating to the collection and processing of electronic waste are collected by the IT teams. As in the case of ordinary waste, their emissions are specifically evaluated by dedicated emission factors or “proxies” per employee. Indicators on greenhouse gas emissions relating to the purchase of goods and services, capital goods and business travel are collected annually by the Procurement & Travel department, using a dedicated software developed in 2022. Indicators relating to greenhouse gas emissions from employees’ commute and the use of the Company’s solutions by its customers are subject to an annual cross‑functional collection, involving various internal departments. 2.8.2.3 Limitations on Environmental Reporting In some cases, the information produced cannot be based on real consumption, for example for some foreign subsidiaries that represent low contribution or for sites of which some charges are included in the rent. In these cases, the Company’s internal environmental reporting protocol specifies the procedure to follow in order to make the necessary estimates. Regarding waste treatment, for most of our subsidiaries the waste collections are handled by local authorities, who do not provide and disclose any information on collected waste. It is therefore not possible to provide any information on the volumes of waste generated by the activity. Dassault Systèmes has nevertheless reached out to all its subsidiaries included in the 2022 reporting scope as to find out whether they practiced waste sorting. Thus, Dassault Systèmes discloses an information on the percentage of sites that perform this waste sorting, and not on the volumes of waste. 2 2.8.3 EU Taxonomy Indicators Methodology 2.8.3.1 Key Methodological Steps to Identify Eligible Revenue since they have the potential to enable our clients to improve their own sustainability. Among the 13 sectors listed in the Climate Delegated Act and the list of NACE codes included, three activities have been identified as potentially relevant with regard to the revenue generating business lines at Company level, after a complete review of all activity descriptions in Annexes I and II, supplementing the original regulation 2020/852: — information and Communication (Annex I – section 8): – 8.1 Data processing, hosting and related activities, – 8.2 Data‑driven solutions for GHG emissions reductions. — professional, scientific and technical activities (Annex II – section 9): – 9.1 Engineering activities and technical consultancy dedicated to adaptation to climate change. related The software revenue generated by the Company’s brands predominantly corresponds to the definition of activities in paragraph 8.2 Data‑driven solutions for GHG emission reductions. They may be considered “enabling activities” A detailed assessment of Dassault Systèmes’ portfolio covering close to 40 technological domains has been carried out to identify the Brand portfolio that directly supports decision making enabling GHG emission reduction, and that is marketed as enabling GHG emission reduction. The revenue generated by the brand portfolio satisfying the two main conditions described above is then considered as eligible. Service activities are directly linked to the implementation of Dassault Systèmes solutions. The revenue that they generate is therefore only considered as eligible when the revenue from associated software is itself eligible. The revenue generating activities corresponding to paragraphs 8.1 Data Processing, Hosting and Related Activities and 9.1 Engineering Activities and Related Technical Consultancy Dedicated to Adaptation to Climate Change are either directly integrated as an end‑to‑end value offer in Dassault Systèmes Software solutions as or considered as not significant and therefor are not presented distinctively. 133 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Reporting Methodology 2.8.3.2 Key Methodological Steps to Identify Aligned Revenue The evaluation of the alignment of activities generating revenue was undertaken by a detailed examination of several customer cases and scientific studies, with the aim of estimating the reductions of greenhouse gas emissions generated by the sustainable development factors linked to the use of Dassault Systèmes solutions. These cases of solution implementation were analyzed for the main solutions and at this stage for the Transportation & Mobility sector. The reduction in greenhouse gas emissions was modeled in compliance with the methodology required by the Regulation, either in terms of scientific studies published in specialized journals (e.g. Harvard Business Review), or with the help of a specialized consulting firm. Other client segments are also considered as aligned when they benefit from the same sustainability drivers in the implementation of Dassault Systèmes solutions, and when the contribution to the reduction of greenhouse gas emissions is significant in the case documented. For example, optimizing the weight of a motor vehicle has a significant impact on greenhouse gas emissions over the entire life cycle of the product. This contribution can be replicated in the same way on other products designed and manufactured using Dassault Systèmes’ solutions, for example in the aviation sector. Furthermore, the confirmation of the absence of harm caused to the objective of “climate change adaptation” is based on an assessment of the risks linked to climate change relating to Dassault Systèmes’ operations and its value chain. The methodology followed, as presented in the paragraph 2.5.3 “Foster Resilience: Climate Risk Management”, was carried with two climate change scenarios over three distinct time horizons for both Dassault Systèmes’ operations and the value chain. This methodology uses the International Panel on Climate Change (IPCC) reports and the data from the atlas based on the 6th report of the IPCC, as required by the Regulation (Appendice I – A). The results of this analysis confirms the absence of any significant physical risk linked to climate change relating to the activities of the Company. Likewise, in order to confirm the absence of any harm caused to the goal of “transition toward a circular economy”, Dassault Systèmes relies on its sustainable purchasing policy for IT equipment, which involves systematic compliance with the EU directives concerning the dangerous substances contained in the equipment, and its policy of electronic waste management, including the processing and recycling of equipment. Regarding the eco‑design directive, Dassault Systèmes includes systematically in its requests for proposals the significant the European directive mentioned in the Regulation, that is to say: information of — processes carried by the supplier on eco‑design and packaging; — level of recycling for components; — compliance to the European eco‑label or TCO standard; — programs related to energy efficiency of the equipment; — suppliers’ emission reduction plans; — compliance to the Energy Star standard. Finally, to confirm compliance with minimal safeguards, Dassault Systèmes relies on compliance with all the measures relating to the duty of care, complemented by the internal control processes and the Whistleblowing procedure of the Company, its implementation of Sapin II’s eight pillars, as recommended by the Platform on Sustainable Finance in October 2022, together with its Sustainable Charter with Suppliers which provides a framework for the practices of the Company’s main partners concerning respect for Human Rights, for the main international labor conventions, tax practices and anti‑corruption measures, taken by the Company and detailed in paragraph 2.6 “Business Ethics and Vigilance Plan”. The competent departments have confirmed the absence of recent penal convictions (at least 10 years) on Human Rights, corruption, competition law and taxation. Tthe administrative conviction, occurring in 2022, concerning a tax dispute in France that arose in 2012 (see paragraph 4.1.1 “Note 10 to the consolidated financial statements”) does not call into question the compliance with the minimum safeguards, in view of the length of time elapsed and the circumscribed nature of the object of the conviction. As explained in the paragraph 2.7.2.3 “Eligible and Aligned Revenue (Software & Services) as of December 31, 2022 (Full Year – IFRS – in Millions of Euros)”, two question and answers documents have been published on December 19th 2022 by the European Commission, defining the implementation schedule, the methods for calculating the various indicators and the application of several technical screening criteria, and independent third‑party verifier. This last point does not allow Dassault Systèmes to prepare a relevant percentage of alignment within a reasonable time, which leads the Company to report as non‑available the proportion of revenue, operating expenses and capital expenditures considered as aligned for the activity 8.2 Data‑driven solutions to for GHG emissions reduction. the certification obligation by an 2.8.3.3 Key Methodological Steps to Identify Eligible Operating Expenses Nature and type of Eligible Operating Expenses The delegated act C (2021)4987 specifies the nature of Operating Expenses that are eligible with an explicit reference to the following direct non‑capitalized cost natures: — research and development; — building renovation measures; 134 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Reporting Methodology 2 — short‑term lease (less than a year in accordance with IFRS 16); — maintenance and repair; — other direct expenditures relating to the day‑to‑day servicing of assets of property, plant and equipment by the undertaking or a third party outsource that are necessary to ensure the continued and effective functioning of such assets; — training and other human resources adaptation needs. The other indirect costs such as general expenses, sale, marketing or administration costs, staff costs and depreciation and amortization are excluded from the eligible Operating Expenses. The clarifications brought by the two Q&A documents published by the European Commission on February 2nd 2022 have lead Dassault Systèmes to adjust the categories considered as included in the restrictive definition of the Regulation. The main clarification brought corresponds to a stricter scope of “other direct expenses related to day‑to‑day servicing of tangible assets” to maintenance, that excludes the other operating expenses necessary to operate the data centers, and reduce the baseline of operating expenses analyzed by 30% compared to 2021. Further clarification by the standard setter is still awaited, especially on the precise definition of operating expenses to be considered as day‑to‑day servicing of such assets in order for them to keep functioning correctly, which could lead Dassault Systèmes to change its methodology in this respect in future years, depending on the conclusions reached. The delegated act defines three types of Operating Expenses to be considered as potentially eligible: — operating Expenses related to assets or processes associated with EU Taxonomy‑eligible economic activities; — operating Expenses that are part of the Capital Expenditures plan to expand EU Taxonomy‑eligible economic activities or allow EU Taxonomy‑eligible economic activities to become EU Taxonomy‑eligible within a predefined timeframe; As a result of this analysis, all natures of costs related to research & development are eligible when they are associated to an eligible brand, mainly direct personal costs, sub‑contracting costs and royalties. All other costs related to maintenance & repair, and rent expenses allocated within IT and facilities expenses are also considered as eligible when related to research & development activities. The operating expenses are eligible to the extent of the percentage of eligible revenue on the corresponding brand. Purchases of output from EU Taxonomy‑eligible activities in Operating Expenses Among the 13 sectors listed in the EU Taxonomy, two categories of Operating Expenses have been identified as relevant and eligible for Dassault Systèmes: — section 7: all costs included in the EU taxonomy scope, related to construction and real‑estate activities aiming at the construction of new buildings or renovation of existing buildings, installation, maintenance and repair of energy efficiency equipment or charging stations for electric vehicles and devices for measuring, regulation and controlling energy performance of buildings, and Installation, maintenance of renewable energy technologies; — section 8: all costs included in the EU taxonomy scope, related to data processing, hosting and related activities, which are the cost included in the EU Taxonomy scope directly linked to the data centers (see below in the corresponding paragraph). For the 2022 reporting, the operating expenses linked to the purchase of output from EU Taxonomy‑eligible activities has been considered as included for the section 8, in particular for maintenance costs associated to the data processing, hosting and related activities through data centers, which was not the case for the publication of the EU Taxonomy indicators in 2021. These operating expenses in fact correspond to an activity that is explicitly referred to in the Regulation and can reasonably be assumed to fall within the scope of application of the said Regulation. — operating Expenses related to the purchase of output from EU Taxonomy‑eligible economic activities. 2.8.3.4 Key Methodological Steps to Identify Aligned Operating Expenses Eligible software and services‑related Operating Expenses To identify the Operating Expenses related to assets or processes associated with EU Taxonomy‑eligible economic activities, a detailed analysis of direct non‑capitalized cost natures related to Software portfolio development have been carried, based on the Company’s analytical performance analysis framework. Dassault Systèmes management reporting framework, which monitor the financial performance according to the different solutions marketed, allows to identify precisely the operating expenses that by nature or by their specific use (notably cost of software, R&D and Services) are within the scope of costs covered by the EU Taxonomy and associated with a particular solution. Aligned software and services‑related Operating Expenses The methodology to assess the alignment of the operating expenses linked to assets or processes associated with economic activities that are EU Taxonomy‑eligible, specifically for data‑driven solutions aiming to reduce greenhouse gas emissions (8.2), is identical to that described in the paragraph “Key methodological steps to identify aligned revenue”. Therefore, the percentage of eligible operating expenses associated with a solution corresponds to the percentage of eligible turnover applied to the total operating expenses identified by the process described above. The same calculation methodology is applied to determine the aligned operating expenses, based on the percentage of aligned revenue for a particular solution. 2 135 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Reporting Methodology Purchases of output from EU Taxonomy‑aligned activities in Operating Expenses The alignment of data processing, hosting and associated activities was assessed using detailed questionnaires transmitted to our main suppliers of shared data centers. These questionnaires examined the following aspects in particular: — compliance with the practices listed in the European Code of Conduct for data centers; — the regular auditing of their implementation; — the existence of an assessment of physical risks linked to climate change that could generate a potentially significant impact; contained in the equipment and an electronic waste management policy are invariably required in our calls to tenders, which provides a framework for the processing and recycling of the equipment. The Company can determine the operating costs of the IT and R&D function that are specifically associated with each of the data center site using a colocation provider. This analytical split allows, as long as the above criteria are met, to determine the proportion of eligible and aligned operating expenses. 2.8.3.5 Key Methodological Steps to Identify Eligible Capital Expenditures — the implementation of a management plan for the Nature and type of eligible Capital Expenditures conservation of water resources; — the nature and global warming potential of the refrigerants used. Both the replies to the questionnaires and the associated supporting documents were checked by Purchasing and IT departments. In addition to these features, Dassault Systèmes is aiming for the certification of its data center suppliers in relation to the following market standards and closely monitors existing certifications: — ISO 9001 (Quality Management); — ISO 14001 (Environmental Management); — ISO 27001 (Security Management); — ISO 50001 (Energy Management)); — ISO 46001 (Water Management); — HIPAA (Health Insurance Portability and Accountability Act); — HDS (Health Data Hosts); — FEDRAMP (Federal Risk and Authorization Management Program); — SECNUMCLOUD. Dassault Systèmes’ policy of responsible purchasing of IT material is essential for confirming the absence of harm caused to the goal of “transition toward a circular economy” when implementing qualification procedures that deal with the main challenges addressed by the European directive on eco‑design. The directive concerning hazardous substances The delegated act C (2021)4987 specifies the nature of eligible Capital Expenditures, being the additions to tangible and intangible assets during the financial year considered before depreciation, amortization and any re‑measurements that are accounted in compliance with relevant IAS and IFRS standards. It also contains the tangible and intangible asset increases resulting from company acquisitions. The delegated act defines three types of Capital Expenditures to be considered as potentially eligible: — capital Expenditures related to assets or processes that are associated with EU Taxonomy‑eligible economic activities; — capital Expenditures that are part of a plan to expand EU Taxonomy‑aligned economic activities or allow EU Taxonomy‑eligible economic activities to become EU Taxonomy‑aligned within a predefined timeframe; — capital Expenditures related to the purchase of output from EU Taxonomy‑eligible economic activities, and individual measures enabling the target activities to become low‑carbon or to lead to greenhouse gas reductions, (…) provided that such measures are implemented and operational within 18 months. Capital expenditures related to assets or processes associated with an economic activity aligned with the EU Taxonomy have not been specifically analyzed. A Brand approach is not relevant given the nature of Dassault Systèmes’ investments, with the exception of intangible assets related to acquisitions that are supported by the various solutions in the Company’s brand portfolio (see below). 136 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Reporting Methodology 2 Capital Expenditures related to eligible software and services 2.8.3.6 Key Methodological Steps to Identify Aligned Capital Expenditures Dassault Systèmes is expanding its portfolio of sustainable solutions through regular technology investments. These investments take the form of acquisitions of companies with high potential for the development and acceleration of technologies developed by Dassault Systèmes. Thus, the capital expenditures in this category aims at developing the contribution of the Company’s solutions through technology, in particular with a view to decarbonizing or reducing the greenhouse gas emissions of customers implementing these solutions, and are intrinsically linked to Dassault Systèmes’ leading brands. They represent the entire eligible investment amount of Activity 8.2 Data‑driven solutions for GHG emissions reduction. The eligibility of acquired technologies is determined by the Dassault Systèmes solution to which they are related, and to the proportion of eligible capital expenditures corresponds to the eligible revenue proportion of the solution. Purchases of output from EU Taxonomy‑eligible activities in Capital Expenditures Among the 13 sectors listed in the EU Taxonomy, two categories of Capital Expenditures have been identified as relevant and eligible for Dassault Systèmes: — section 6: all Capital Expenditures related to transport by motorbikes, passenger cars and light commercial vehicles activities; — section 7: all Capital Expenditures related to Construction and real‑estate activities aiming at the construction of new buildings or renovation of existing buildings, installation, maintenance and repair of energy efficiency equipment or charging stations for electric vehicles and devices for measuring, regulation and controlling energy performance of buildings, and Installation, maintenance of renewable energy technologies; — section 8: all Capital Expenditures related to data processing, hosting and related activities, which are the capital expenditures directly linked to the data centers. Capital Expenditures related to aligned software and services The methodology for assessing the alignment of capital expenditures on data‑driven solutions to reduce GHG emissions is described in paragraph 2.8.3.2. “Key Methodological Steps to Identify Aligned Revenue”. Purchases of output from EU Taxonomy‑aligned activities in Capital Expenditures 2 The alignment of activities for construction and renovation of existing buildings was assessed by an evaluation of the main documents attached to each project undertaken during the 2021 and 2022 fiscal years. The projects supervised by the Real Estate department were initially analyzed with regard to the substantial contribution criteria in section 7 of the 13 main sectors of activity incorporated into the EU Taxonomy. The percentage of alignment of capital expenditures associated to a solution is proportionate to the percentage of aligned revenue for the corresponding solution. Subsequently, the main projects presenting a potentially significant energy improvement were reviewed in detail with the local managers of each of the sites concerned. The specifications, purchase orders and technical details of the main materials used were also examined. The controls carried out locally were monitored centrally by the Purchasing and Real Estate departments, regrouping also all associated supporting documents. The methodology for the evaluation of the alignment of the capital expenditures relating to data processing, hosting and associated activities is identical to that described above in “Key methodological steps to identify aligned operating expenses”. 137 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Appendices 2.9 Appendices 2.9.1 Glossary of Abbreviations CBCR CDP CSRD EAC ESG GHGs IaaS IPCC LCA MSCI n/a OECD PLM PUE RCP SASB SBTi SDG SDS SSP TCFD tCO2‑eq VPN Country‑by‑country reporting Carbon Disclosure Project: ESG rating agency Corporate Sustainability Reporting Directive, a new directive proposed by the European Commission to impose and provide a better framework for companies’ non‑financial reports linked to sustainable development. Energy Attribute Certificate, renewable energy certificates such as Guarantees of Origins (GoOs)] and the Renewable Electricity Certificates (REC) Environmental, Social and Governance Greenhouse Gases: GHG emissions are used in an equivalent way with carbon emissions or CO2 emissions, all through sections 1.8 “Environmental, Social, and Governance Performance” and 2 “Social, Societal and Environmental Responsibility” Infrastructure as a Service Intergovernmental Panel on Climate Change Life Cycle Assessment ex – Morgan Stanley Capital International: ESG rating agency Non applicable Organization for Economic Cooperation and Development Product Lifecycle Management Power Usage Effectiveness Representative Concentration Pathways Sustainability Accounting Standards Board Science‑Based Targets initiative Sustainable Development Goals, defined by the United Nations Sustainable Development Scenario: a transitional climate scenario aligned with the target of “below 2°C” set by the Paris Agreement Shared Socio‑economic Pathways Task Force on Climate‑related Financial Disclosures, a working group on the publication of climate‑related financial information, which aims to improve the financial transparency of companies in matters relating to the climate. Ton of CO2 equivalent, a unit created by the IPCC to compare the impact of different GHGs in terms of global warming and to add up their emissions. Virtual Private Network 138 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Appendices 2 2.9.2 EU Taxonomy appendices 2.9.2.1 Revenue Substantial Contribution Criteria DNSH criteria (Does Not Significantly Harm) n o i t a g i t i m e g n a h c e t a m i l C ) 5 n o i t a t p a d a e g n a h c e t a m i l C ) 6 s e c r u o s e r e n i r a m d n a r e t a W ) 7 e u n e v e r f o n o i t r o p o r P ) 4 y m o n o c e r a l u c r i C ) 8 n o i t u l l o P ) 9 s m e t s y s o c e d n a y t i s r e v i d o i B ) 0 1 n o i t a g i t i m e g n a h c e t a m i l C ) 1 1 n o i t a t p a d a e g n a h c e t a m i l C ) 2 1 s e c r u o s e r e n i r a m d n a r e t a W ) 3 1 y m o n o c e r a l u c r i C ) 4 1 n o i t u l l o P ) 5 1 s m e t s y s o c e d n a y t i s r e v i d o i B ) 6 1 n o i t r o p o r p d e n g i l a ‑ y m o n o x a T ) 8 1 N r a e y , e u n e v e r f o n o i t r o p o r p d e n g i l a ‑ y m o n o x a T ) 9 1 1 ‑ N r a e y , e u n e v e r f o ) y t i v i t c a g n i l b a n e ( y r o g e t a C ) 0 2 s d r a u g e f a s m u m i n i M ) 7 1 ) y t i v i t c a l a n o i t i s n a r t ( y r o g e t a C ) 1 2 2 e u n e v e r e t u l o s b A ) 3 ) s ( e d o C ) 2 1) Economic activities A. Revenue of Taxonomy eligible activities A.1 Revenue of environmentally sustainable activities (Taxonomy‑aligned) NA Y Y Y Nt A NA E Activity 8.2 (1) 8.2 Total (A.1) Not available Not available 100% 0% Not available Not available 100% 0% A.2 Revenue of Taxonomy‑Eligible but not environmentally sustainable activities (not Taxonomy‑aligned) Activity 8.2 (1) 8.2 Total (A.2) Total Eligible Activities (A1+A2) Not available Not available Not available Not available 3,725.2 65.8% B. Revenue of Taxonomy‑Non‑Eligible Activities Total (B) Total (A+B) 1,940.1 34.2% 5,665.3 100% Nt A Nt A NA (1) Data‑driven solutions for GHG emissions reductions. Nt A: Two question‑and‑answer documents were published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators and for applying certain technical screening criteria, as well as the certification obligation by an independent third party verifier, verification which was not specified in these terms in the original regulation. The late date of publication of these new clarifications on verification requirements by the European Commission did not allow Dassault Systèmes to revise its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes to not publish the proportion of revenue, operating expenses and capital expenditures considered aligned for activities 8.2 Data‑driven solutions to reduce GHG emissions. 139 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Appendices 2.9.2.2 Operating Expenses Substantial Contribution Criteria DNSH criteria (Does Not Significantly Harm) x E p O e t u l o s b A ) 3 ) s ( e d o C ) 2 x E p O f o n o i t r o p o r P ) 4 1) Economic activities n o i t a g i t i m e g n a h c e t a m i l C ) 5 n o i t a t p a d a e g n a h c e t a m i l C ) 6 s e c r u o s e r e n i r a m d n a r e t a W ) 7 y m o n o c e r a l u c r i C ) 8 n o i t u l l o P ) 9 s m e t s y s o c e d n a y t i s r e v i d o i B ) 0 1 n o i t a g i t i m e g n a h c e t a m i l C ) 1 1 n o i t a t p a d a e g n a h c e t a m i l C ) 2 1 s e c r u o s e r e n i r a m d n a r e t a W ) 3 1 y m o n o c e r a l u c r i C ) 4 1 n o i t u l l o P ) 5 1 s m e t s y s o c e d n a y t i s r e v i d o i B ) 6 1 s d r a u g e f a s m u m i n i M ) 7 1 N r a e y , x E p O f o n o i t r o p o r p d e n g i l a ‑ y m o n o x a T ) 8 1 1 ‑ N r a e y , x E p O f o n o i t r o p o r p d e n g i l a ‑ y m o n o x a T ) 9 1 ) y t i v i t c a l a n o i t i s n a r t ( y r o g e t a C ) 1 2 ) y t i v i t c a g n i l b a n e ( y r o g e t a C ) 0 2 NA Y Y Y Nt A NA E A. OpEx of Taxonomy eligible activities A.1 OpEx of environmentally sustainable activities (Taxonomy‑aligned) Activity 8.2 (2) 8.2 Total (A.1) Not available Not available 100% 0% Not available Not available 100% 0% A.2 OpEx of Taxonomy‑Eligible but not environmentally sustainable activities (not Taxonomy‑aligned) Activity 8.1 (1) Activity 8.2 (2) 8.1 8.2 Total (A.2) Total Eligible Activities (A1+A2) 19.4 1.6 Not available Not available Not available Not available 564.2 47.7% B. OpEx of Taxonomy‑Non‑Eligible Activities Total (B) 619.7 52.3% Total (A+B) 1,183.9 100% Nt A Nt A NA (1) Data processing, hosting and related activities. (2) Data‑driven solutions for GHG emissions reductions. Nt A: Two question‑and‑answer documents were published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators and for applying certain technical screening criteria, as well as the certification obligation by an independent third party verifier, verification which was not specified in these terms in the original regulation. The late date of publication of these new clarifications on verification requirements by the European Commission did not allow Dassault Systèmes to revise its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes to not publish the proportion of revenue, operating expenses and capital expenditures considered aligned for activities 8.2 Data‑driven solutions to reduce GHG emissions. 140 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, Societal and Environmental Responsibility Appendices 2 2.9.2.3 Capital Expenditures Substantial Contribution Criteria DNSH criteria (Does Not Significantly Harm) x E p a C e t u l o s b A ) 3 ) s ( e d o C ) 2 1) Economic activities n o i t a g i t i m e g n a h c e t a m i l C ) 5 n o i t a t p a d a e g n a h c e t a m i l C ) 6 s e c r u o s e r e n i r a m d n a r e t a W ) 7 y m o n o c e r a l u c r i C ) 8 n o i t u l l o P ) 9 s m e t s y s o c e d n a y t i s r e v i d o i B ) 0 1 n o i t a g i t i m e g n a h c e t a m i l C ) 1 1 n o i t a t p a d a e g n a h c e t a m i l C ) 2 1 s e c r u o s e r e n i r a m d n a r e t a W ) 3 1 y m o n o c e r a l u c r i C ) 4 1 n o i t u l l o P ) 5 1 s m e t s y s o c e d n a y t i s r e v i d o i B ) 6 1 s d r a u g e f a s m u m i n i M ) 7 1 x E p a C f o n o i t r o p o r P ) 4 N r a e y , x E p a C f o n o i t r o p o r p d e n g i l a ‑ y m o n o x a T ) 8 1 1 ‑ N r a e y , x E p a C f o n o i t r o p o r p d e n g i l a ‑ y m o n o x a T ) 9 1 ) y t i v i t c a l a n o i t i s n a r t ( y r o g e t a C ) 1 2 ) y t i v i t c a g n i l b a n e ( y r o g e t a C ) 0 2 2 A. CapEx of Taxonomy eligible activities A.1 CapEx of environmentally sustainable activities (Taxonomy‑aligned) Activity 8.2 (4) 8.2 Total (A.1) Not available Not available 100 % 0 % Not available Not available 100 % 0 % NA Y Y Y Nt A NA E Nt A A.2 CapEx of Taxonomy‑Eligible but not environmentally sustainable activities (not Taxonomy‑aligned) Activity 6.5 (5) Activity 7.1 (6) Activity 7.2 (1) Activity 7.3 (2) Activity 7.7 (7) Activity 8.1 (3) Activity 8.2 (4) Total (A.2) Total eligible activities (A1+A2) 6.5 7.1 7.2 7.3 7.7 8.1 8.2 2.1 2.4 10.2 1.3 80.8 56.9 0.8% 1.0% 4.1% 0.5% 32.5% 22.9% Not available Not available Not available Not available 161.7 65.1% B. CapEx of Taxonomy‑Non‑Eligible Activities Total (B) 86.8 34.9% Total (A+B) 248.5 100% Nt A NA Installation, maintenance and repair of equipment related to energy efficiency. (1) Renovation of existing buildings. (2) (3) Data processing, hosting, and related activities. (4) Data‑driven solutions for GHG emissions reductions. (5) Transport by motorbikes, passenger cars, and light commercial vehicles. (6) Construction of new buildings. (7) Acquisition and Ownership of buildings. Nt A: Two question‑and‑answer documents were published on December 19, 2022 by the European Commission, specifying the timetable for application, the methods for calculating the various indicators and for applying certain technical screening criteria, as well as the certification obligation by an independent third party verifier, verification which was not specified in these terms in the original regulation. The late date of publication of these new clarifications on verification requirements by the European Commission did not allow Dassault Systèmes to revise its analysis and therefore to establish a relevant alignment percentage for the 2022 financial year. This situation therefore leads Dassault Systèmes to not publish the proportion of revenue, operating expenses and capital expenditures considered aligned for activities 8.2 Data‑driven solutions to reduce GHG emissions. 141 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Independent verifier’s reports 2.10 Independent verifier’s reports 2.10.1 Independent third party’s report on consolidated non‑financial statement presented in the management report To the General Assembly, In our quality as an independent third party, accredited by the COFRAC under the number n° 3‑1681 (scope of accreditation available on the website www.cofrac.fr), and as a member of the network of one of the statutory auditors of your entity (hereinafter “entity”), we conducted our work in order to provide a conclusion expressing a limited level of assurance on the compliance of the consolidated non‑financial statement for the year ended December 31, 2022 (hereinafter the “Statement”) with the provisions of Article R. 225‑105 of the French Commercial Code (Code de commerce) and on the fairness of the historical information (whether observed or extrapolated) provided pursuant to 3° of I and II of Article R. 225‑105 of the French Commercial Code (hereinafter the “Information”) prepared in accordance with the entity’s procedures (hereinafter the “Guidelines”), included in the management report pursuant to the requirements of articles L. 225 102‑1, R. 225‑105 and R. 225‑105‑1 of the French Commercial Code (Code de commerce). Conclusion Based on the procedures performed, as described in “Nature and scope of the work”, and on the elements we have collected, we did not identify any material misstatements that would call into question the fact that the consolidated non‑financial statement is not presented in accordance with the applicable regulatory requirements and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines, in all material respects. Preparation of the non‑financial performance statement The absence of a generally accepted and commonly used framework or established practices on which to base the assessment and measurement of information allows for the use of different, but acceptable, measurement techniques that may affect comparability between entities and over time. Therefore, the Information should be read and understood with reference to the Guidelines, the significant elements of which are presented in the Statement. Limitations inherent in the preparation of the Information The information may be subject to uncertainty inherent in the state of scientific or economic knowledge and the quality of external data used. Certain information is sensitive to the methodological choices, assumptions and/or estimates made in preparing it and presented in the Statement. The entity’s responsibility It is the responsibility of the Board of Directors to: — select or establish appropriate criteria for the preparation of the Information; — prepare a Statement in accordance with legal and regulatory requirements, including a presentation of the business model, a description of the main non‑financial risks, a presentation of the policies applied with regard to these risks as well as the results of these policies, including key performance indicators and, in addition, the information required by Article 8 of Regulation (EU) 2020/852 (green taxonomy); — and to implement the internal control procedures it deems necessary to ensure that the Information is free from material misstatement, whether due to fraud or error. The Statement has been prepared in accordance with the entity’s procedures, the main elements of which are presented in the Statement (or which are available online). Responsibility of the independent third party On the basis of our work, our responsibility is to provide a report expressing a limited assurance conclusion on: — the compliance of the Statement with the requirements of article R. 225‑105 of the French Commercial Code; — the fairness of the information provided in accordance with article R. 225 105 I, 3° and II of the French Commercial Code, i.e., the outcomes, including key performance indicators, and the measures implemented considering the principal risks. As it is our responsibility to form an independent conclusion on the Information as prepared by management, we are not permitted to be involved in the preparation of the Information, as this could compromise our independence. 142 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Independent verifier’s reports 2 However, it is not our responsibility to comment on: — the entity’s compliance with other applicable legal and regulatory requirements, in particular the information required by Article 8 of Regulation (EU) 2020/852 (green taxonomy), the French duty of care law and anti‑corruption and tax avoidance legislation; — the fairness of the information required by Article 8 of Regulation (EU) 2020/852 (green taxonomy); — the compliance of products and services with the applicable regulations. Regulatory provisions and applicable professional standards The work described below was performed in accordance with the provisions of articles A. 225‑1 et seq. of the French Commercial Code, as well as with the professional guidance of the French Institute of Statutory Auditors (“CNCC”) applicable to such engagements and with the international standard ISAE 3000 (revised). Independence and quality control Our independence is defined by the requirements of article L. 822‑11‑3 of the French Commercial Code and the French Code of Ethics (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and French professional guidance. Means and resources Our verification work mobilized the skills of six people and took place between October 2022 and March 2023 on a total duration of intervention of about twenty‑four weeks. We conducted twelve interviews with the persons responsible for the preparation of the Statement including in particular the Sustainability, the Sustainable Finance & Procurement, Business Ethics, Innovation, La Fondation Dassault Systèmes, Human Resources, Health, Safety and well‑being at work, Environmental, Real estate and Facilities and Procurement departments. Nature and scope of the work We planned and performed our work taking into account the risks of material misstatement of the Information. In our opinion, the procedures we have performed in the exercise of our professional judgment enable us to provide a limited level of assurance: — we obtained an understanding of all the consolidated entities’ activities and the description of the principal risks associated; — we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality and understandability, with due consideration of industry best practices, where appropriate; — we verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III of the French Commercial Code as well as compliance with human rights and anti corruption and tax avoidance legislation; — we verified that the Statement provides the information required under article R. 225‑105 II of the French Commercial Code, where relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the information required under article L. 225‑102‑1 III, paragraph 2 of the French Commercial Code; — we verified that the Statement presents the business model and a description of principal risks associated with all the consolidated entities’ activities, including where relevant and proportionate, the risks associated with their business relationships, their products or services, as well as their policies, measures and the outcomes thereof, including key performance indicators associated to the principal risks; — we referred to documentary sources and conducted interviews to: – assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key performance indicators used, with respect to the principal risks and the policies presented, and – corroborate the qualitative information (measures and outcomes) that we considered to be the most important presented in Appendix 1; concerning certain risks (societal responsibility and business ethics), our work was carried out on the consolidating entity, for the others risks, our work was carried out on the consolidating entity and on a selection of entities: Dassault Systèmes K.K., Dassault Systèmes K.K., Dassault Systèmes Innovation Technologies Malaysia Sdn.Bhd, Dassault Systèmes Solutions Lab Private Limited; — we verified that the Statement covers the scope of consolidation, i.e. all the consolidated entities in accordance with article L. 233‑16 of the French Commercial Code within the limitations set out in the Statement; — we obtained an understanding of internal control and risk management procedures the entity has put in place and assessed the data collection process to ensure the completeness and fairness of the Information; — for the key performance indicators and other quantitative outcomes that we considered to be the most important presented in Appendix 1, we implemented: – analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data, – tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures and reconcile the data with the supporting documents. This work was carried out on a selection of contributing entities and covers between 12% 2 143 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Independent verifier’s reports and 20% of the consolidated data relating to the key performance indicators and outcomes selected for these tests (20% of the Headcount, 12% of the Greenhouse Gas Emissions related to operations, in particular on scope 1 & 2 emission sources); The procedures performed in a limited assurance engagement are less extensive than those required for a reasonable assurance engagement performed in accordance with professional guidance; a higher level of assurance would have required more extensive audit work. — we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities. Paris‑La Défense, the 16 March 2023 French original signed by: Independent third party EY & Associés Eric Mugnier Partner, Sustainable Development 144 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Independent verifier’s reports 2 Appendix 1: The most important information Social Information Quantitative Information (including key performance indicators) Qualitative Information (actions or results) Number of job offers filled; The results of the talent attraction policy; Percentage of job offers filled by internal candidates (%); Percentage of permanent employees working part‑time (%); The results of the policy in terms of safety, health and well‑being at work. Sickness absenteeism rate (%); Absenteeism rate Accident at work (%); Maternity and Paternity absenteeism rate (%). Environmental Information Quantitative Information (including key performance indicators) Scope 1 GHG emissions (tCO2eq). Scope 2 GHG emissions (tCO2eq). Scope 3 GHG Goods and services GHG emissions (tCO2eq). Societal Information Quantitative Information (including key performance indicators) Qualitative Information (actions or results) The results of the climate strategy and policies, for operations and solutions Qualitative Information (actions or results) The results of the policy in favor of innovation and education; The results of the business ethics policy. 2 145 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 2 Social, Societal and Environmental Responsibility Independent verifier’s reports 2.10.2 Limited assurance report from one of the Statutory Auditors on Dassault Systèmes’ key performance indicators of the European Taxonomy regulation for the year ended December 31, 2022 To the Chairman of the Board and Chief Executive Officer of Dassault Systèmes, In our capacity as Statutory Auditor of Dassault Systèmes (hereinafter the “Company”) and in accordance with your request, we have undertaken a limited assurance engagement on the key performance indicators required by the Taxonomy regulation for the year ended December 31, 2022 (the “Identified Sustainability Information”) included in the section “2.7.2. EU Taxonomy indicators” of the 2022 consolidated non‑financial reporting (hereinafter the “Non‑financial Reporting”) presented in the chapter 2 of the Company’s 2022 Universal Registration Document (hereinafter the “2022 URD”) and listed below: — Proportion of eligible and aligned turnover; — Proportion of eligible and aligned capital expenditure; — Proportion of eligible and aligned operating expenditure. Our assurance does not extend to information in respect of earlier periods or to any other information included in the Company’s Non‑financial Reporting. Conclusion Based on the procedures we have performed as described under the section ‘Summary of the Work we Performed as the Basis for our Assurance Conclusion’ and the evidence we have obtained, nothing has come to our attention that causes us to believe that Dassault Systèmes’ Identified Sustainability Information for the year ended December 31, 2022 is not prepared, in all material respects, in accordance with the methodological note prepared by the Company (hereinafter the “the Reporting Criteria”), set out in the section “2.8.3. EU Taxonomy Indicators Methodology”, based on the provisions set out in Regulation (EU) 2020/852 of the European Parliament and the Council establishing the Taxonomy of the European Union and supplemented by the Delegated Regulations (EU) 2021/2139 and (EU) 2021/2178. We do not express an assurance conclusion on information in respect of earlier periods or on any other information included in the Company’s Non‑financial Reporting. Preparation of the Identified Sustainability Information The absence of a commonly used generally accepted reporting framework or a significant body of established practice on which to draw to evaluate and measure Identified Sustainability Information allows for different, but acceptable, measurement techniques that can affect comparability between entities and over time. 146 the Identified Sustainability Consequently, Information needs to be read and understood together with the reporting framework defined by the Company in the section “2.8.3. EU Taxonomy Indicators Methodology” (the “Reporting Criteria”), which Dassault Systèmes has used to prepare the Identified Sustainability Information. Inherent Limitations in Preparing the Identified Sustainability Information The Identified Sustainability Information may be subject to inherent uncertainty because of incomplete scientific and economic knowledge, possible interpretations of the regulation and the quality of external data used. Moreover, some information is sensitive to the choice of methodology and the assumptions and/or estimates used for its preparation and presented in sections “2.7.2. EU Taxonomy indicators” and “2.8.3. EU Taxonomy Indicators Methodology”. Dassault Systèmes’ Management Responsibilities Management of the Company is responsible for: — selecting or establishing suitable criteria for preparing the Identified Sustainability Information, taking into account applicable law and regulations related to reporting the Identified Sustainability Information; — the preparation of the Identified Sustainability Information in accordance with the Reporting Criteria; — designing, implementing and maintaining internal control over information relevant to the preparation of the Identified Sustainability Information that is free from material misstatement, whether due to fraud or error. Responsibilities of the Statutory Auditor We are responsible for: — planning and performing the engagement to obtain limited assurance about whether the Identified Sustainability Information is free from material misstatement, whether due to fraud or error; — forming an independent conclusion, based on the procedures we have performed and the evidence we have obtained; and — reporting our conclusion to the Board of Directors of the Company. As we are engaged to form an independent conclusion on the Identified Sustainability Information as prepared by DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Independent verifier’s reports 2 — obtained an understanding of the activity of all the entities included in the consolidation scope of the Company; — obtained, through inquiries, an understanding of the Company’s control environment and the relevant information systems for the production of the eligible and aligned indicators; — referred to documentary sources and conduct interviews to corroborate the qualitative information that we have considered the most important; — assessed the eligibility of revenue from economic activities included in the Company’s scope of consolidation, of its capital expenditure or its operating expenditure with regard to the Reporting Criteria; 2 — assessed the “aligned” or sustainable nature of the economic activities turnover, capital expenditure and operating expenditure with regard to the Reporting Criteria (substantial contribution criteria, “do not significant harm” criteria and minimum safeguards); — assessed the data collection process to ensure the completeness of the eligible and aligned indicators; — implemented analytical procedures consisting in verifying the correct consolidation of the data collected as well as the consistency of their variations; — for each of the eligible and aligned indicators, we: – assessed the compliance of the calculations and assumptions used with the Reporting Criteria, – performed the necessary reconciliations between the eligible and aligned indicators and the accounting or the management data from which they come and checked that they correspond to the figures used as the basis for the preparation of the consolidated financial statements for the year ended December 31, 2022; — assessed the overall consistency of the eligible and aligned indicators based on our knowledge of the Company and of all the entities included in the Company’s scope of consolidation; — performed an overall reading of the information disclosed in the URD 2022 to identify any apparent inconsistency with the Reporting Criteria or with the information reviewed above. The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement. management, we are not permitted to be involved in the preparation of the Identified Sustainability Information as doing so may compromise our independence. Professional Standards Applied We perfomed our limited assurance engagement in accordance with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to such engagement, and the International Standard on Assurance Engagements 3000 (Revised), Assurance Engagements other than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board. Independence and Quality Control We have complied with the independence and other ethical requirements of the French Code of Ethics for Statutory Auditors (Code de Déontologie) as well as the provisions set forth in Article L. 822‑11 of the French Commercial Code (Code de Commerce) and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior. Our firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. Our work was carried out by an independent and multidisciplinary team with experience in sustainability reporting and assurance. Nature and scope of the work We are required to plan and perform our work to address the areas where we have identified that a material misstatement of the Identified Sustainability Information is likely to arise. The procedures we performed were based on our professional judgement. In carrying out our limited assurance engagement on the Identified Sustainability Information, we: — obtained an understanding, through inquiries, of the implemented by the Company and the procedures methodology used to produce the eligible and aligned indicators; — assessed the appropriateness of the Reporting Criteria for the production of the aligned indicators with regard to its relevance, its completeness, its reliability, its neutrality and its understandability, taking into consideration, if necessary, the industry best practices; Neuilly‑sur‑Seine, 15 March 2023 One of the Statutory Auditors PricewaterhouseCoopers Audit Thierry Leroux Partner 147 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Statutory Auditors’ Attestation on the information relating to the Dassault Systèmes SE’s total amount paid for sponsorship 2.11 Statutory Auditors’ Attestation on the information relating to the Dassault Systèmes SE’s total amount paid for sponsorship Statutory Auditor’s Attestation on the information relating to the Dassault Systèmes SE’s total amount paid for sponsorship For the year ended 31 December 2022 To the Annual General Meeting of Dassault Systèmes S.E., In our capacity as statutory auditors of your Company and in accordance with the requirements Article L. 225‑115 5° of the French Commercial Code (Code de commerce), we have prepared this attestation on the information relating to the total amount of payments made in compliance with paragraphs 1 to 5 of Article 238 bis of the French Tax Code (Code général des impôts) for the year ended December 31, 2022, contained in the attached document. This information was prepared under your Deputy CEO & Chief Operating Officer’ responsibility. Our role is to attest this information. In the context of our role as statutory auditors (Commissaires aux comptes), we have audited your Company’s annual financial statements for the year ended December 31, 2022. Our audit was conducted in accordance with professional standards applicable in France and was planned and performed for the purpose of forming an opinion on the annual financial statements taken as a whole and not on any individual component of the accounts used to determine the total amount of payments made in compliance with paragraphs 1 to 5 of Article 238 bis of the French Tax Code (Code général des impôts). Accordingly, our audit tests and samples were not carried out with this objective, and we do not express any opinion on any components of the accounts taken individually. We performed those procedures which we considered necessary to comply with professional guidance issued by the by the French Institute of statutory auditors (Compagnie nationale des commissaires aux comptes). These procedures, which constitute neither an audit nor a review, consisted in performing the necessary reconciliations between the total amount of payments made in compliance with paragraphs 1 to 5 of Article 238 bis of the French Tax Code (Code général des impôts) and the accounting records from which it derived, and verifying that it is consistent with the data used to prepare the annual financial statements for the year ended December 31, 2022. On the basis of our works, we have no matters to report on the reconciliation of the total amount of payments made in compliance with paragraphs 1 to 5 of Article 238 bis of the French Tax Code (Code général des impôts), contained in the attached document and amounting to €2,582,425 with the accounting records used to prepare the annual financial statements for the year ended December 31, 2022. This attestation shall constitute certification as accurate of the total amount of payments made in compliance with paragraphs 1 to 5 of Article 238 bis of the French Tax Code (Code général des impôts), within the meaning of Article L. 225‑115 5° of the French Commercial Code (Code de commerce). This attestation has been prepared solely for your attention within the context described above and may not be used, distributed or referred to for any other purpose. The Statutory Auditors Paris‑La Défense and Neuilly‑sur‑Seine, March 15, 2023 French original signed by KPMG S.A. PricewaterhouseCoopers Audit Jacques Pierre Partner Xavier Niffle Partner Thierry Leroux Partner 148 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTSocial, Societal and Environmental Responsibility Statutory Auditors’ Attestation on the information relating to the Dassault Systèmes SE’s total amount paid for sponsorship Vélizy‑Villacoublay, March 15, 2023 Certification related to the global amount of sums paid for sponsorship on 2022 The global amount of sums paid for sponsorship, which are referred to at Article 238 bis of the General Tax Code is €2,582,425 for 2022. The global amount giving rise to fiscal deductions in 2022, is €2,582,425. Pascal DALOZ Deputy CEO & Chief operating Officer 2 2 149 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES2 Social, Societal and Environmental Responsibility Statutory Auditors’ Attestation on the information relating to the Dassault Systèmes SE’s total amount paid for sponsorship 150 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT 3 Financial review and prospects FINANCIAL REVIEW AND PROSPECTS 3 3.1 3.1.1 3.1.2 3.1.3 3.1.4 3.1.5 3.1.6 3.2 3.3 Operating and Financial Review Executive Overview for 2022 Financial information definitions Consolidated Information: Financial Review of 2022 Compared to 2021 IFRS non‑IFRS reconciliation Variability in Quarterly Financial Results Capital Resources Financial Objectives Interim and Other Financial Information 152 152 153 157 162 163 164 165 166 151 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial review and prospects Operating and Financial Review 3.1 Operating and Financial Review The executive overview in paragraph 3.1.1 “Executive Overview for 2022” highlights selected aspects of the Group’s business during 2022. Financial information and definitions should be read together with its consolidated financial statements and the related notes included in paragraph 4.1.1 “Consolidated Financial Statements” prepared in accordance with IFRS accounting rules. The various definitions and methods of which can be found in Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements. The supplemental non‑IFRS financial information are subject to inherent limitations. They are not based on any comprehensive set of accounting rules or principles and should not be considered in isolation from or as a substitute for IFRS measurements. In addition, Dassault Systèmes’ non‑IFRS supplementary financial data may not be comparable to other data also called “non‑IFRS” and used by other companies. A number of specific limitations relating to these measures are detailed below. Unless otherwise indicated, variations in the following tables are related to current exchange rate. Non‑IFRS financial information definitions can be found in paragraph 3.1.2.3 “Non‑IFRS financial information definitions”. The reconciliation between this financial information and the IFRS framework can be found in paragraph 3.1.4 “IFRS non‑IFRS reconciliation ”. Between the end of the 2022 fiscal year and the filing date of this Annual report, there was no material change in the financial position or financial performance of Dassault Systèmes. Change in cc (1) 9% 9% 14% 3.1.1 Executive Overview for 2022 (in millions of euros, except per share data and percentages) 2022 2021 Change Change in cc (1) 2022 2021 Change IFRS Non‑IFRS Total Revenue Software Revenue Services Revenue Operating Margin Diluted net earnings per share (“EPS”) (2) €5,665.3 5,114.0 551.2 23.0% 17% €4,860.1 16% 4,402.6 20% 457.5 21.0% +2.0 pts 9% €5,665.5 9% 5,114.3 551.2 33.4% 14% €4,861.7 4,404.0 457.8 34.3% 17% 16% 20% (0.9)pt €0.70 €0.58 20% €1.13 €0.95 19% 11% In constant currencies. (1) (2) 2021 and 2022 figures have been presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021. Software revenue (in millions of euros, except percentages) 2022 2021 Change Change in cc* 2022 2021 Change Change in cc* IFRS Non‑IFRS Americas Europe Asia * In constant currencies. 2,061.8 1,816.3 1,235.9 1,677.4 1,627.0 1,098.2 23% 12% 13% 9% 8% 10% 2,062.0 1,816.4 1,235.9 1,678.6 1,627.1 1,098.2 23% 12% 13% 9% 8% 10% 152 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial review and prospects Operating and Financial Review 3.1.2 Financial information definitions 3.1.2.1 Definitions of Key Metrics Used Information in Constant Currencies Dassault Systèmes has followed a long‑standing policy of measuring its revenue performance and setting its revenue objectives exclusive of currency in order to measure in a transparent manner the underlying level of improvement in its total revenue and software revenue by activity, industry, geography and product lines. The Group believes it is helpful to evaluate its growth exclusive of currency impacts, particularly to help understand revenue trends in its business. Therefore, the Group provides percentage increases or decreases in its revenue and expenses (in both IFRS as well as non‑IFRS) to eliminate the effect of changes in currency values, particularly the U.S. dollar and the Japanese yen, relative to the euro. When trend information is expressed “in constant currencies”, the results of the “prior” period have first been recalculated using the average exchange rates of the comparable period in the current year, and then compared with the results of the comparable period in the current year. While constant currency calculations are not considered to be an IFRS measure, the Group believes these measures are critical to understanding its global revenue results and to compare with many of its competitors who report their financial results in U.S. dollars. Therefore, Dassault Systèmes is including this calculation for comparing IFRS revenue figures for comparable periods as well as for comparing non‑ IFRS revenue figures for comparable periods. All information at constant exchange rates are expressed as a rounded percentage and therefore may not precisely reflect the absolute figures. Information on Growth excluding acquisitions (“organic growth”) In addition to financial indicators on the entire Group’s scope, Dassault Systèmes provides growth excluding acquisitions effect, also named organic growth. In order to do so, the data relating to the scope is restated excluding acquisitions, from the date of the transaction, over a period of 12 months. Information on Industrial Sectors Dassault Systèmes’ Industries develop Solution Experiences, industry‑focused offerings that deliver specific value to companies and users in a particular industry. In 2022, the Group served eleven industries structured into three sectors: — Manufacturing Industries: Transportation & Mobility; Aerospace & Defense; Marine & Offshore; Industrial Equipment; High‑Tech; Home & Lifestyle; Consumer Packaged Goods & Retail. In Manufacturing Industries, Dassault Systèmes help customers virtualize their operations, improve data sharing and collaboration across their organization, reducing costs and time‑to‑market, and becoming more sustainable; — Life Sciences & Healthcare: Life Sciences & Healthcare. In this sector, the Group aims to address the entire cycle of the patient journey to lead the way toward precision medicine. To reach the broader healthcare ecosystem from Research to commercial, the Group’s solutions connect all elements from molecule development to prevention to care, and combine new therapeutics, med practices, and med‑tech; — Infrastructure & Cities: Infrastructure, Energy & Materials; Architecture, Engineering & Construction; Cities, Public & Business Services. In Infrastructure & Cities, the Group supports the virtualization of the sector in making the construction industry more efficient and sustainable. Information on Product Lines The Group’s product lines include the following financial information: — Industrial Innovation software revenue, which includes its CATIA, ENOVIA, SIMULIA, DELMIA, GEOVIA, NETVIBES and 3DEXCITE brands; — Life Sciences software revenue, which includes its MEDIDATA and BIOVIA brands; — Mainstream for SMEs Innovation software sales (small and medium‑sized enterprises), which includes its CENTRIC PLM and 3DVIA brands, as well as its 3DEXPERIENCE WORKS family which includes the SOLIDWORKS brand. 3DEXPERIENCE Licenses and Software Contribution To measure the relative share of 3DEXPERIENCE software in its revenues, Dassault Systèmes utilizes the following ratios: — for licenses revenue, the Group calculates the percentage contribution by comparing total 3DEXPERIENCE Licenses revenue to licenses revenue for all product lines except SOLIDWORKS and acquisitions (“related Licenses revenue”); — for software revenue, the Group calculates the percentage total 3DEXPERIENCE comparing contribution by software revenue to software revenue for all product lines except SOLIDWORKS and acquisitions (“related software revenue”). 153 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial review and prospects Operating and Financial Review Adjusted net debt The adjusted net debt corresponds to the net financial debt position (borrowings net of cash, cash equivalent and short‑term investments) adjusted of IFRS 16 lease liabilities. IFRS EBITDAO (Earnings Before Interest, Taxes and Amortization Operating) The IFRS EBITDAO corresponds to the IFRS operating income impairment adjusted of amortization, depreciation and expense of intangible and tangible assets and of non‑cash share‑based payment expense (excluding related social charges). Cloud revenue Cloud revenues correspond to revenue generated through a catalog of online services and managed services to run cloud solutions on behalf of the customer delivered by Dassault Systèmes via a cloud infrastructure hosted by Dassault Systèmes, or by third party providers of cloud computing infrastructure services. This offering is available through different deployment methods: Public cloud, Private cloud, Dedicated cloud. All cloud applications can be offered through perpetual licenses and maintenance or subscriptions models. 3.1.2.2 Composition of the main items in the income statement Software license revenue represents fees earned from granting customers licenses to use the Group’s software. It includes license revenue of perpetual and periodic license sales of software products and is recognized at a point in time for an arrangement when control is transferred to the client. Subscription contracts generally have a one‑year term and contain two separate performance obligations pertaining to on premise software license and support. Services revenue is principally comprised of revenue from consulting services in methodology for design, simulation, deployment and support, training services and engineering services. In addition, services and other revenue also include content production for use in 3D visualization, advertising, sales and marketing. The cost of software revenue includes principally software personnel costs, third‑party components integrated into the Company’s own products, hosting and other cloud‑related costs and other expenses. fees paid licensing for The cost of services revenue includes principally personnel and other costs related to organizing and providing services revenue. in R&D Expenses for R&D include primarily personnel costs as well as the rental, depreciation and maintenance expenses for computer hardware used including cloud infrastructure, development tools, computer networking and communication expenses. Costs for R&D of software are expensed in the period in which they are incurred. The Group does not capitalize any R&D costs. A small percentage of R&D personnel pursue R&D activities in the context of providing clients with software maintenance, and their cost is thus included under cost of software revenue. Expenses for R&D are recorded net of grants received from various governmental authorities to fund certain R&D projects as well as R&D tax credits received mostly in France. Marketing and Sales expenses consist primarily of: — personnel costs, which include sales commissions and personnel expenses for processing sales transactions; — marketing and communications expenses, including advertising; — travel expenses; — and marketing infrastructure costs, such as information technology resources used for marketing. General and administrative expenses consist primarily of: Subscription revenue also is derived from access to cloud solution contracts including remote access to a software solution, hosting and support services. — personnel costs of the finance, human resources, legal and general management; — third‑party professional fees (excluding acquisition‑related Support revenue represents periodic fees associated with the sale of unspecified product updates on a when‑and‑if‑ available basis and technical support. Support agreements are entered into in connection with the initial software license purchase. Support may be renewed by the customer at the conclusion of each term. Other software revenue mainly relates to the development of additional functionalities of standard products requested by clients. Recurring fees for subscription and support are reported within “Software Revenue”. fees) and other expenses; — travel expenses; — infrastructure costs, including information technology resources. Amortization of acquired includes mainly amortization of acquired technology and acquired customer relationships. intangibles Other operating income and (expense), net, includes the impact of events that are unusual, infrequent or generally non‑recurring in nature. 154 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial income (loss), net includes: — interest income and interest expense, net; — foreign exchange gains or losses, net, primarily composed of realized and unrealized exchange gains and losses on receivables and loans denominated in foreign currencies; — one‑time financial items, net. 3.1.2.3 Non‑IFRS financial information definitions The Group’s management uses the supplemental non‑ IFRS financial information, together with the IFRS financial information, for financial planning and analysis, evaluation of operating performance, mergers and acquisition analysis and valuation, operational decision‑making and for setting financial objectives for future periods. Compensation of senior management is based in part on the performance of its business measured with the supplemental non‑IFRS information. The Group believes that the supplemental non‑ IFRS data also provides meaningful information to investors and financial analysts who use the information for comparing the Group’s operating performance to its historical trends and to other companies in the software industry, as well as for valuation purposes. As explained in more detail below, non‑IFRS data excludes the effect of: — adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue); — the amortization of acquired intangibles assets and of tangible assets revaluation; — lease incentives of acquired companies; — share‑based compensation expense and related social charges; — other operating income and expense, net; — certain one‑time items included in financial income (loss), net; — certain one‑time tax effects and the income tax effects of the above adjustments. Thus, the following are excluded from the non‑IFRS financial data: — contract liabilities write‑downs: under IFRS, deferred revenue of an acquired company must be adjusted by writing it down to account for the fair value of obligations assumed under the acquisition of the Company. As a result, in the case of a typical one‑year contract, the Company’s IFRS revenues for the one‑ year period subsequent to an acquisition contracts acquired through Financial review and prospects Operating and Financial Review do not reflect the full amount of revenue on assumed contracts that would have otherwise been recorded by the acquired entity in the absence of the acquisition. In its supplemental non‑IFRS financial information, the Group has excluded this write‑down to the carrying value of the contract liabilities, and reflect instead the full amount of such revenue. Dassault Systèmes believes that this non‑IFRS measure of revenue is useful to investors and management because it reflects a level of revenue and operational results that corresponds to the combined business activities of Dassault Systèmes and the acquired company. However, by excluding the deferred revenue adjustment, the supplemental non‑IFRS financial information reflects the total revenue that would have been recorded by the acquired entity but may not reflect the total cost associated with generating the non‑IFRS revenue; — amortization of acquired intangibles assets, including amortization of acquired technology, and amortization of acquired tangible assets revaluation arising from a business combination: under IFRS, the cost of acquired intangible and tangible assets, whether acquired through acquisitions of companies or of technology or certain other intangible assets, must be recognized according to the assets’ fair value and amortized over their useful life. In its supplemental non‑IFRS financial information, the Company has excluded the amortization related to acquired intangibles assets and of acquired tangible assets revaluation arising from a business combination in order to provide a consistent basis for comparing its historical results. Costs related to internally developed technology are typically expensed as incurred. For example, because it typically incurs most of its R&D costs prior to reaching technical feasibility, its R&D costs are expensed in the period in which they are incurred. By excluding the amortization expenses related to acquired intangibles, the supplemental non‑IFRS financial information provides a uniform approach for evaluating the development cost of all the Company’s technology, whether developed internally or acquired externally. As a result, the Company believes that the supplemental non‑IFRS financial information offers investors a useful basis for comparing its historical results. However, the acquired intangible assets and tangible assets revaluation arising from a business combination, which amortization costs are excluded contributed to revenue earned during the period, and it may not have been possible to earn such revenue without such assets. In addition, the annual amortization of acquired intangibles assets and tangible assets revaluation arising from a business combination is a recurring expense for the Group until they are fully amortized; 155 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESincome and expense comprised of the impact of costs incurred in connection with the voluntary early retirement plan, restructuring activities, gains or losses on sale of subsidiaries, impairment of goodwill or acquired intangible assets, costs directly related to acquisitions and costs related to relocation activities and reorganizations of the Group’s premises. In its supplemental non‑IFRS financial information, the Company excludes other operating income and expense effects because of their unusual, infrequent or generally non‑recurring nature. However, other operating income and expense are components of the Company’s income and expense and by excluding them the supplemental non‑IFRS financial information excludes their impact to its net income; — certain non‑recurring financial items, net: In its supplemental non‑IFRS financial information, the Company excludes certain one‑time in financial income (loss), net because of their unusual, infrequent or generally non‑recurring nature. included items However, these one‑time items included in financial income (loss), net are components of the Company’s income and expense and by excluding them the supplemental non‑IFRS financial information excludes their impact to its net income; — certain one‑time tax effects: The Company’s IFRS financial statements reflect the impact of one‑time tax effects, such as those related to restructurings of activities or tax remeasurement effects, which may result in immediate adjustment of the income tax provision. In its supplemental non‑IFRS financial information, the Company has excluded these one‑time tax effects because of their unusual nature in qualitative terms. The Company does not expect such tax effects to occur as part of its normal business on a regular basis. The Company also believes that the exclusion of certain one‑time tax effects facilitates a comparison of its effective tax rate between different periods. However, these one‑time tax effects are a component of the Company’s income tax expense. By excluding these effects, the supplemental non‑IFRS financial information understates or overstates the Company’s income tax expense. Financial review and prospects Operating and Financial Review — share‑based compensation expense and related social charges: under IFRS, the Company is required to recognize in its income statement all share‑based compensation including grants of employee stock options and performance shares, based on their fair values over the period that an employee provides service in exchange for the award. to employees, The Group excludes remuneration‑related charges based on shares and associated social charges from its complementary non‑IFRS because investors and financial analysts use valuation models that do not take such a burden into account. The exclusion of share‑based compensation expense in the Company’s supplemental non‑IFRS financial information therefore helps them ensure the consistency of their valuation metrics. The Company’s management considers the supplemental non‑IFRS information that excludes share‑based compensation expense when reviewing the Company’s operating performance, since share‑based compensation expenses can fluctuate due to factors other than the level of its business activity or operating performance. However, share‑based compensation is one component of employee compensation. By excluding it, the supplemental non‑IFRS financial the Company’s full cost of attracting, motivating and retaining its personnel. Share‑ based compensation expense is a recurring expense; information does not reflect — lease incentives of acquired companies: under IFRS, the right‑of‑use on the company acquired leased assets has to be adjusted by the buyer when the business combination is accounted for, in order to recognize the fair value of their future lease payments. Lease incentives received, such as rent‑free periods, are not included in the right‑of‑use evaluation. Therefore, under IFRS, amortization of right‑of‑use assets during the lease period does not take into account the amortization savings related to these incentives, which would have been recognized by the company acquired if it continued to operate on a standalone basis. In its supplemental non‑IFRS financial information, the Company excludes lease incentives of acquired companies such as rent‑free periods; — other operating income and expense, net: under IFRS, the Company has recognized certain other operating 156 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial review and prospects Operating and Financial Review 3.1.3 Consolidated Information: Financial Review of 2022 Compared to 2021 3.1.3.1 Revenue (in millions of euros except percentages) 2022 2021 Change Year ended December 31, Change in cc* Year ended December 31, 2022 2021 Change Change in cc* IFRS Non‑IFRS Total Revenue €5,665.3 €4,860.1 17% 9% €5,665.5 €4,861.7 17% 9% Revenue breakdown by activity Software revenue of which licenses and other software revenue of which subscription and support revenue Services revenue 5,114.0 4,402.6 16% 9% 5,114.3 4,404.0 16% 1,106.2 982.9 13% 6% 1,106.2 982.9 13% 4,007.9 551.2 3,419.7 457.5 17% 20% 10% 4,008.1 551.2 14% 3,421.1 457.8 17% 20% Software revenue breakdown by product line Industrial Innovation Life Sciences Mainstream Innovation Software revenue breakdown by geography Americas Europe Asia * In constant currencies. 2,719.1 1,126.2 1,268.8 2,417.9 898.8 1,085.9 2,061.8 1,816.3 1,235.9 1,677.4 1,627.0 1,098.2 12% 25% 17% 23% 12% 13% 8% 13% 7% 2,719.1 1,126.2 1,269.0 2,417.9 899.8 1,086.3 9% 8% 10% 2,062.0 1,816.4 1,235.9 1,678.6 1,627.1 1,098.2 12% 25% 17% 23% 12% 13% 9% 6% 10% 14% 8% 13% 7% 9% 8% 10% In the below paragraphs, all revenue growth rates are in constant currencies. Total Revenue (IFRS and non‑IFRS) Software revenue by activity (IFRS and non‑IFRS) Total revenue increased 9% to €5.67 billion, driven by continued momentum in subscription and a sustained demand in all geographies and in most product lines. 3DEXPERIENCE and cloud, which are Dassault Systèmes’ main growth drivers, also contributed to this performance with double‑digit revenue growth. Currency had a positive impact of approximately 7 percen‑ tage points on total revenue growth. Software revenue increased 9%, driven by strong recurring revenue, up 10% and representing 78% of software revenue in 2022 and 2021. Recurring revenue includes subscription revenue, up 15% to €1.66 billion, driven by MEDIDATA performance. Licenses and other software revenue increased 6% to €1.11 billion, Currency had a positive impact of approximately 7 percen‑ tage points on software revenue growth. 157 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial review and prospects Operating and Financial Review In 2022, Dassault Systèmes growth drivers recorded a double‑digit growth: — 3DEXPERIENCE revenue increased by 22%, representing 33% of software revenue; — Cloud software revenue grew 22%, representing 23% of software revenue. 3DEXPERIENCE and cloud afford opportunities to deliver incremental value to its customers. As clients embrace a platform approach via the cloud, they are adding new users and new usages, capitalizing on the benefits of adopting all of Dassault Systèmes’ domains. Services revenue grew 14%. Currency had a positive impact of approximately 7 percentage points on services revenue growth. Product Line Revenue (IFRS and non‑IFRS) — Industrial Innovation software revenue rose 8% to €2.72 billion and represented 53% of software revenue. CATIA and ENOVIA exhibited some of the strongest performance. — Life Sciences software revenue increased 13% to €1.13 billion, representing 22% of software revenue. MEDIDATA delivered excellent performance throughout the year. — Mainstream Innovation software revenue increased 7% to €1.27 billion. Mainstream Innovation represented 25% of software revenue. Software Revenue by Region (IFRS and non‑IFRS) — The Americas grew 9% and represented 40% of software revenue. The acceleration was driven by strong performance in Life Sciences, Aerospace & Defense and High tech, with a continued momentum in subscription. — Europe rose 8% to 36% of software revenue, driven by Transportation & Mobility and Aerospace & Defense. Western and southern Europe performed very well. — Asia increased 10%, representing 24% of software revenue. South Korea and India were up double‑digit, with a good performance in Japan. 158 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial review and prospects Operating and Financial Review 3.1.3.2 Operating Expenses (in millions of euros, except percentages) 2022 2021 Change 2022 2021 Change IFRS Non‑IFRS Year ended December 31, Year ended December 31, Cost of software revenue (excluding amortization of acquired intangibles and of tangible assets revaluation) (as % of total revenue) Cost of services revenue (as % of total revenue) Research and development expenses (as % of total revenue) Marketing and sales expenses (as % of total revenue) General and administrative expenses (as % of total revenue) Amortization of acquired intangible assets and of tangible assets revaluation Other operating income and (expense), net TOTAL OPERATING EXPENSES €(463.8) (8%) €(455.5) (8%) €(1,087.2) (19%) €(1,502.6) (27%) €(435.2) (8%) €(407.3) (8%) €(383.0) (8%) €(949.3) (20%) €(1,299.9) (27%) €(400.8) (8%) 14% 19% 15% 16% 9% €(457.3) (8%) €(452.6) (8%) €(1,023.4) (18%) €(1,454.2) (26%) €(386.1) (7%) €(396.5) (8%) €(375.5) (8%) €(863.4) (18%) €(1,229.2) (25%) €(331.0) (7%) 15% 21% 19% 18% 17% €(401.9) €(369.0) 9% ‑ ‑ €(16.0) €(4,362.4) €(31.3) €(3,840.7) (49%) 14% ‑ €(3,773.5) ‑ €(3,195.5) 18% IFRS operating expenses increased by 7% and by 11% in non‑IFRS at constant exchange rates. Currency had a negative effect of about 7 percentage points in both IFRS and non‑IFRS. 2022 acquisitions did not significantly affect the operating expenses evolution. increase in cost of software revenue (excluding The amortization of acquired intangibles) mostly reflected headcount growth and related costs, and a negative currency effect of 9 percentage points in IFRS and 10 percentage points in non‑IFRS. In constant currency, IFRS cost of software revenue increased 4% (6% in non‑IFRS). The increase in cost of services was largely due to higher compensation costs to support business activity (mainly due to headcount growth and related costs) and to a negative currency effect of 7 percentage points (IFRS and non‑IFRS). In constant currency, cost of services revenue increased 12% in IFRS and 14% in non‑IFRS while services revenue increased 14% in both IFRS and non‑IFRS. Costs for R&D of software are expensed in the period in which they are incurred. Dassault Systèmes does not capitalize any R&D costs. The 2022 increase in R&D expenses mostly reflected headcount growth and related costs and a negative currency effect of 6 percentage points in IFRS and 7 percentage points in non‑IFRS. In constant currency, IFRS and non‑IFRS R&D expenses grew respectively 9% and 12%. The increase in marketing and sales expenses was mostly due to workforce growth, to higher travel costs in line with business activity and marketing events, and to a negative currency effect of 6 percentage points (in both IFRS and non‑IFRS). In constant currency, IFRS and non‑IFRS sales and marketing expenses increased respectively 10% and 12%. The increase in general and administrative expenses mostly reflected headcount growth, recruiting costs and a negative currency effect of 5 percentage points (IFRS and non‑ IFRS). In constant currency, IFRS and non‑IFRS general and administrative expenses increased, respectively by 4% and 11%. IFRS Amortization of acquired intangibles increased in 2022, mainly reflecting a negative currency effect. Other operating income and (expense), net stood at €(16.0) million compared to €(31.3) million in 2021 with lower non‑recurring expenses (refer to Note 8 to the consolidated financial statements). 159 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial review and prospects Operating and Financial Review 3.1.3.3 Operating income IFRS Non‑IFRS Year ended December 31, Year ended December 31, (in millions of euros, except percentages) 2022 2021 Change 2022 2021 Change Operating Income Operating margin (as % of total revenue) €1,302.9 €1,019.4 28% €1,892.0 €1,666.2 14% 23.0% 21.0% 33.4% 34.3% The increase in IFRS operating margin was largely due to the combined effect of: — a positive net currency impact; — lower share based compensation expenses and related social charges; — lower non‑recurring expenses; — partially offset by sustained investments in the Group’s long‑term strategic growth initiatives during the period, consistent with the plan communicated at the onset of 2022 to accelerate investing this year, to catch‑up from lower than planned investment levels during the pandemic. The non‑IFRS operating margin variation mainly reflected the impact of the important investments during the period related to the plan communicated at the onset of 2022 and benefited from a net positive currency impact of about 40 basis points. 3.1.3.4 Financial income (loss), net IFRS Non‑IFRS Year ended December 31, Year ended December 31, (in millions of euros, except percentages) Financial income (loss), net 2022 €2.8 2021 Change €(15.1) (118%) 2022 €5.6 2021 Change €(13.7) (141%) Under IFRS and non‑IFRS basis, the 2022 increase of the financial income is mainly due to the increase in interest received on the investments of cash and cash equivalents, which have been partially offset by an adverse foreign exchange effect. 160 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial review and prospects Operating and Financial Review 3.1.3.5 Income taxe expense IFRS Non‑IFRS Year ended December 31, Year ended December 31, (in millions of euros, except percentages) 2022 2021 Change 2022 2021 Change Income tax expense Effective consolidated tax rate €(375.4) 28.8% €(230.4) 22.9% 63% €(385.4) 20.3% €(383.3) 23.2% 1% In IFRS, the income tax expense has increased mainly due to the write‑off of the amounts paid in the previous fiscal years to the French tax administration, for a total €144.9 million, following the unfavorable decisions rendered by the French Supreme Court (Conseil d’Etat) on May 31, 2022, in response to an appeal lodged by the Group. This loss, with no cash impact in 2022, is not reflected in the non‑IFRS tax expense (refer to Note 10 to the consolidated financial statements). In non‑IFRS the income tax expense has increased following the income before income taxes growth partially offset by the effective tax rate decrease mainly as a result of the corporate income tax rate reduction in France. 3.1.3.6 Net income and net income per diluted share (in millions of euros, except per share data and percentages) Net Income attributable to Equity holders of the Group Diluted earnings per share* Diluted weighted average number of shares outstanding (in millions)* IFRS Non‑IFRS Year ended December 31, Year ended December 31, 2022 2021 Change 2022 2021 Change €931.5 €0.70 €773.7 €0.58 20% 20% €1,512.2 €1.13 €1,265.3 €0.95 20% 19% 1,332.7 1,332.1 1,332.7 1,332.1 * 2021 and 2022 figures have been presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021. Non‑IFRS diluted earnings per share improved to €1.13, above the Group’s objectives and grew 19% as reported and 11% in constant currencies. 161 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial review and prospects Operating and Financial Review 3.1.4 IFRS non‑IFRS reconciliation The following table sets forth the Company’s supplemental non‑IFRS financial information, together with the comparable IFRS financial measure and a reconciliation of the IFRS and non‑IFRS information. The main items in the income statement are defined in paragraph 3.1.2 “Financial information definitions”. (in millions of euros, except per share data and percentages) 2022 IFRS Adjust‑ ment (1) 2022 non‑IFRS 2021 IFRS Adjust‑ ment (1) 2021 non‑IFRS IFRS Non‑IFRS (2) Year ended December 31, Variation Total Revenue €5,665.3 €0.2 €5,665.5 €4,860.1 €1.6 €4,861.7 17% 17% Revenue breakdown by activity Software revenue Licenses and other software revenue Subscription and Support revenue Recurring portion of software revenue Services revenue Software revenue breakdown by product line Industrial Innovation Life Sciences Mainstream Innovation Software revenue breakdown by geography Americas Europe Asia Total Operating Expenses Share‑based compensation expense and related social charges Amortization of acquired intangible assets and of tangible assets revaluation Lease incentives of acquired companies Other operating income and expense, net Operating Income Operating Margin Financial income (loss), net Income before Income Taxes Income tax expense Non‑controlling interest Net Income attributable to shareholders 5,114.0 1,106.2 4,007.9 78% 551.2 2,719.1 1,126.2 1,268.8 2,061.8 1,816.3 1,235.9 0.2 ‑ 0.2 ‑ ‑ ‑ 0.2 0.1 0.1 ‑ 5,114.3 1,106.2 4,008.1 4,402.6 982.9 3,419.7 78% 551.2 78% 457.5 2,719.1 1,126.2 1,269.0 2,417.9 898.8 1,085.9 2,062.0 1,816.4 1,235.9 1,677.4 1,627.0 1,098.2 1.4 ‑ 1.4 0.2 ‑ 1.0 0.4 1.2 0.2 ‑ 4,404.0 982.9 3,421.1 78% 457.8 2,417.9 899.8 1,086.3 1,678.6 1,627.1 1,098.2 (4,362.4) 588.9 (3,773.5) (3,840.7) 645.2 (3,195.5) (168.0) 168.0 (401.9) 401.9 (3.0) 3.0 ‑ ‑ ‑ (242.1) 242.1 (369.0) 369.0 (2.8) 2.8 ‑ ‑ ‑ (16.0) 1,302.9 23.0% 2.8 1,305.6 (375.4) 1.3 16.0 589.1 2.8 591.9 (10.0) (1.3) ‑ 1,892.0 33.4% 5.6 1,897.6 (385.4) 0.0 (31.3) 1,019.4 21.0% (15.1) 1,004.3 (230.4) (0.2) 31.3 646.8 1.4 648.3 (152.9) (3.8) ‑ 1,666.2 34.3% (13.7) 1,652.5 (383.3) (4.0) €931.5 €580.7 €1,512.2 €773.7 €491.6 €1,265.3 Diluted net income per share (3) €0.70 €0.44 €1.13 €0.58 €0.37 €0.95 16% 13% 17% 16% 13% 17% 20% 20% 12% 25% 17% 23% 12% 13% 14% 12% 25% 17% 23% 12% 13% 18% 28% 14% (118%) 30% 63% N/A 20% 20% (141%) 15% 1% (100%) 20% 19% (1) In the reconciliation schedule above, (i) all adjustments to IFRS revenue data reflect the exclusion of the effect of adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue); (ii) adjustments to IFRS operating expense data reflect the exclusion of the amortization of acquired intangible assets and of tangible assets revaluation, share‑based compensation expense, including related social charges, lease incentives of acquired companies, as detailed below, and other operating income and expense, net including acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets (iii) adjustments to IFRS financial loss, net reflect the exclusion of certain one‑time items included in financial loss, net, and and (iv) all adjustments to IFRS income data reflect the combined effect of these adjustments, plus with respect to net income and diluted earnings per share, certain one‑time tax effects and the income tax effect of the non‑IFRS adjustments. (2) The non‑IFRS percentage change compares non‑IFRS measures for the two different periods. In the event there is an adjustment to the relevant measure for only one of the periods under comparison, the non‑IFRS change compares the non‑IFRS measure to the relevant IFRS measure. (3) Based on a weighted average of 1,332.7 million diluted shares for the 2022 and 1,332.1 million diluted shares for the 2021. 2021 and 2022 figures have been presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021. 162 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial review and prospects Operating and Financial Review (in millions of euros) Cost of revenue Research and development expenses Marketing and sales expenses General and administrative expenses TOTAL 2022 IFRS €(919.4) (1,087.2) (1,502.6) (435.2) Year ended December 31, Share‑based compensation expense and relates social charges Lease incentives of acquired companies 2022 non‑IFRS €8.6 62.6 48.0 48.8 €168.0 €(909.9) €0.9 (1,023.4) 1.3 0.5 (1,454.2) 0.4 (386.1) €3.0 Share‑based compen sation expense and relates social charges Lease incentives of acquired companies €17.6 84.6 70.3 69.6 €242.1 €0.8 1.3 0.4 0.3 €2.8 2021 IFRS €(790.3) (949.3) (1,299.9) (400.8) 2021 non‑IFRS €(771.9) (863.4) (1,229.2) (331.0) 3.1.5 Variability in Quarterly Financial Results The Group’s quarterly licenses revenue growth may have varied significantly in the past and may vary significantly in the future. Quarterly licensing revenue growth reflects business seasonality, clients’ decision processes, licenses and subscription licensing mix and timing and mix of multi‑year on‑premise software contracts. Services revenue activity also vary significantly by quarter reflecting clients’ decision processes as well as the Group’s decisions regarding service engagements to be performed by Dassault Systèmes or by system integrators the Group works with. The Group’s total software revenue growth has generally been less sensitive to quarterly variation due to the significant level of recurring software revenue, which is comprised of subscription revenue and support revenue. IFRS and non‑IFRS Recurring software revenue represented 78% of total software revenue in 2022 and 2021, respectively but could be subject to renewal delays. With the implementation of IFRS 15 effective as of January 1, 2018, sequential comparisons of its recurring software revenue growth need, however, to take into account the fact that a high proportion of on‑premise, subscription software contracts renew for an annual period as of January 1st. Therefore, under IFRS 15, Dassault Systèmes records a higher percentage of the annual amount of the on‑premise subscription in the first quarter. In addition, year‑over‑year growth comparisons may be impacted by changes in timing of annual on premise subscription renewals. IFRS Non‑IFRS For the Year Ended December 31, For the Year Ended December 31, (in millions of euros, except percentages) 2022 2022 2022 2022 1Q 2Q 3Q 4Q FY 2022 1Q 2Q 3Q 4Q 2022 2022 2022 2022 FY 2022 Licenses and Other Software Seasonality % Subscription & Support Seasonality % Software Revenue Seasonality % 271.6 234.7 378.7 1,106.2 221.3 21.2% 24.6% 20.0% 34.2% 100.0% 978.5 1,008.5 1,049.9 4,007.9 970.9 24.2% 24.4% 25.2% 26.2% 100.0% 234.7 378.7 1,106.2 221.3 21.2% 24.6% 20.0% 34.2% 100.0% 978.6 1,008.6 1,050.0 4,008.1 970.9 24.2% 24.4% 25.2% 26.2% 100.0% €1,205.5 €1,250.1 €1,229.8 €1,428.6 €5,114.0 €1,205.6 €1,250.2 €1,229.9 €1,428.6 €5,114.3 23.6% 24.4% 24.0% 27.9% 100.0% 23.6% 24.4% 24.0% 27.9% 100.0% 271.6 A significant portion of license sales typically occurs in the last month of each quarter, and Dassault Systèmes normally experiences its highest licenses sales for the fourth calendar quarter. Therefore, total revenue, operating income, operating margin and net income have generally been higher in the fourth quarter of each year. Acquisitions and divestitures can also cause the different elements of its revenue to vary from quarter to quarter. Rapid changes in currency exchange rates could also cause reported revenue, operating income and diluted net income per share and their respective reported growth rates to vary from quarter to quarter. Therefore, it is possible that its quarterly total revenue could vary significantly and that its net income could vary significantly, reflecting the change in revenues, together with the effects of its investment plans. Refer to paragraphs 1.9.1.1 “Uncertain Global Economic Environment” and 1.9.1.11 “Variability in Dassault Systèmes’ Quarterly Operating Income” in Risk Factors. 163 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial review and prospects Operating and Financial Review 3.1.6 Capital Resources Dassault Systèmes has a significant financial flexibility thanks to its available cash and short‑term investments position and strong level of annual cash flow. Principal uses of cash are for acquisitions, repayment of debt, cash dividends and for the repurchase of treasury stocks, to be delivered in the frame of performance share plans granted. The Group’s net financial position improved to a net debt of €(227.0) million as of December 31, 2022, compared to €(889.5) million on December 31, 2021, with a decrease in debt related to borrowings from €3.87 billion in 2021 to €3.00 billion in 2022, partially offset by a decrease in cash and cash equivalents and short‑term investments which stood at €2.77 billion on December 31, 2022, compared to €2.98 billion on December 31, 2021. As of December 31, 2022, Dassault Systèmes adjusted net debt/IFRS EBITDAO ratio stood at 0.4x compared to 0.8x in 2021, based on an adjusted net debt including the lease liabilities as reported under IFRS 16 of €807.7 million (€1.49 billion in 2021) and an IFRS EBITDAO of €2.08 billion, compared to €1,77 billion in 2021. The 2021 and 2022 IFRS EBITDAO and adjusted net debt data are determined as follows: Year ended December 31, 2022 2021 227.0 580.7 €807.7 1,302.9 412.7 198.1 €1,913.7 166.7 €2,080.4 889.5 601.2 €1,490.6 1,019.4 383.1 193.5 €1,596.0 171.6 €1,767.7 0,4 x 0,8 x share‑based compensation plans including employee shareholding plan “TOGETHER”; — cash dividends of €223.5 million (2021: €147.1 million); — capital expenditures of €132.3 million (2021: €103.7 million); — payments for lease obligations of €102.0 million (2021: €97.6 million). Exchange rate fluctuations, in particular the US dollar, had a positive conversion effect on cash and cash equivalent balances of €70.6 million in 2022, compared to a positive conversion effect of €89.8 million as of December 31, 2021. The Group follows a conservative policy for investing its cash resources, mostly relying on investment‑grade short‑term maturity investments from major banks and financial institutions. Refer also to the Consolidated Statements of Cash Flows in paragraph 4.1.1 “Consolidated Financial presented Statements”. (in millions of euros, except ratios) Reported Financial Net Debt Operating leases liabilities (IFRS 16) ADJUSTED NET DEBT Operating income Amortization and impairment on intangible assets Amortization and depreciation of tangible assets and right of use (IFRS 16) REPORTED EBITDA Share‑based payments, excluding related social charges EBITDAO ADJUSTED NET DEBT/EBITDAO On April 27, 2022, Standard & Poors Global Ratings raised their rating from “A‑” to “A” with a stable outlook for Dassault Systèmes SE and its long term debt, demonstrating the Group capacity for a rapid deleveraging. The Group’s 2022 main sources of liquidity came from the cash generated by the business, amounting to €1.53 billion (€1.61 billion in 2021), from a €198.6 million capital increase (2021: nil) as part of the employee shareholding plan “TOGETHER”, from a €249.5 million of short term (Negotiable European Commercial commercial papers Paper – NEU CP) net issuance (2021: nil), and from €62.0 million proceeds from exercise of stock options (2021: €156.0 million). During 2022, cash obtained from operations was used principally for: — anticipated reimbursement of the remaining term loans €1.14 billion (2021: €341.2 million); — repurchase of treasury shares for €639.6 million (2021: €283.2 million) to neutralize the dilutive effect of the 164 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial review and prospects Financial Objectives 3.2 Financial Objectives Dassault Systèmes financial objective for 2023 presented below are on a non‑IFRS basis and reflect the key 2023 exchange rate assumptions for the US dollar and Japanese yen as well as the potential impact of additional non‑European currencies: Total Revenue Growth at current exchange rates Growth at constant exchange rates* Software revenue growth at constant exchange rates* Of which licenses and other software revenue growth* Of which recurring revenue growth* Services revenue growth* Operating margin EPS Diluted Growth at current exchange rates Growth at constant exchange rates* US dollar Japanese yen (before hedging) 2023 year €5.925 to €5.975 billion ~5% +8‑9% +8‑9% +2‑5% +10‑11% +5‑7% 32.3%‑32.6% €1.18‑€1.20 +4%‑6% +8%‑10% $1.10 per Euro JPY 140.0 per Euro * Growth at constant exchange rates: refer to paragraph 3.1.2.1 “Definitions of Key Metrics Used” – Information in Constant Currencies. These objectives are prepared and communicated only on a non‑IFRS basis and are subject to the cautionary statement set forth below. The 2023 non‑IFRS financial objectives set forth above do not take into account the following accounting elements below and are estimated based upon the 2023 principal currency exchange rates above: no significant contract liabilities write‑downs; share‑based compensation expenses, including related social charges, estimated at approximately €124 million (these estimates do not include any new stock option or share grants issued after December 31, 2022); amortization of acquired intangibles and of tangibles reevaluation, estimated at approximately €373 million, largely impacted by the acquisition of Medidata; and lease incentives of acquired companies at approximately €3 million. The above objectives also do not include any impact from income and expenses, net principally other operating integration and restructuring comprised of acquisition, expenses, and impairment of goodwill and acquired intangible assets; from one‑time items included in financial revenue; from one‑time tax effects; and from the income tax effects of these non‑IFRS adjustments. Finally, these estimates do not include any new acquisitions or restructuring completed after December 31, 2022. The data presented above includes statements on the Group’s operational framework and future financial performance targets. These forward‑looking statements are based on the views and assumptions of the Group’s management at the date of this Universal registration document and involve known and unknown risks and uncertainties. The Group’s results and performance may be negatively and significantly affected, and may differ from those mentioned in these statements, due to a set of factors described in this Universal registration document. For more information on the risks incurred by Dassault Systèmes, refer to paragraph 1.9 “Risk factors”. 165 332022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial review and prospects Interim and Other Financial Information 3.3 Interim and Other Financial Information Dassault Systèmes has not published any quarterly or half‑year financial information since the date of its last audited financial statements. 166 3DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements 4 FINANCIAL STATEMENTS 4 4.1 4.1.1 4.1.2 4.2 4.2.1 4.2.2 4.2.3 4.2.4 Consolidated Financial Statements Consolidated Financial Statements Statutory Auditors’ Report on the Consolidated Financial Statements Parent company financial statements Parent company financial statements and notes Selected financial and other information for Dassault Systèmes SE over the last five years Statutory Auditors’ Report on the parent company financial statements Statutory Auditors’ Special Report on Related Party Agreements 4.3 Legal and Arbitration Proceedings 168 168 209 214 215 239 240 245 246 The consolidated and parent company financial statements below will be submitted for approval at the General Meeting of Shareholders of Dassault Systèmes scheduled for May 24, 2023. 167 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements 4.1 Consolidated Financial Statements 4.1.1 Consolidated Financial Statements Consolidated Statements of Income (in millions of euros, except per share data) Licenses and other software revenue Subscription and support revenue Software revenue Services revenue TOTAL REVENUE Cost of software revenue Cost of services revenue Research and development expenses Marketing and sales expenses General and administrative expenses Amortization of acquired intangible assets and of tangible assets revaluation Other operating income and expense, net OPERATING INCOME Financial income (loss), net PROFIT BEFORE TAX Income tax expense NET INCOME Attributable to: Equity holders of the Group Non‑controlling interests Earnings per share* Basic earnings per share Diluted earnings per share Year ended December 31, Note 2022 2021 1,106.2 4,007.9 5,114.0 551.2 5,665.3 (463.8) (455.5) (1,087.2) (1,502.6) (435.2) (401.9) (16.0) 1,302.9 2.8 1,305.6 (375.4) €930.2 €931.5 €(1.3) €0.71 €0.70 4 8 9 10 11 11 982.9 3,419.7 4,402.6 457.5 4,860.1 (407.3) (383.0) (949.3) (1,299.9) (400.8) (369.0) (31.3) 1,019.4 (15.1) 1,004.3 (230.4) €773.8 €773.7 €0.2 €0.59 €0.58 * 2021 and 2022 figures have been presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021 (refer to Note 22 Shareholders’ Equity). 168 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Consolidated Financial Statements Year ended December 31, Note 2022 2021 €930.2 €773.8 22 21 (9.6) 1.9 450.9 443.2 38.5 0.6 (11.2) 27.9 471.1 (16.6) 5.0 615.0 603.4 5.1 (4.4) (0.5) 0.1 603.6 €1,401.3 €1,377.4 €1,402.3 €(1.0) €1,374.5 €2.9 Consolidated Statements of Comprehensive Income (in millions of euros) NET INCOME Unrealized losses on hedging reserves, net Income tax related to unrealized losses on hedging reserves, net Foreign currency translation adjustment Other comprehensive income that are or may be reclassified to profit or loss in subsequent periods Remeasurement of defined benefit pension plans Remeasurement of non‑consolidated equity investments Income tax related to items above Other comprehensive income that will not be reclassified to profit or loss in subsequent periods OTHER COMPREHENSIVE INCOME, NET OF TAX TOTAL COMPREHENSIVE INCOME Attributable to: Equity holders of the Group Non‑controlling interests 169 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements Consolidated Balance Sheets (in millions of euros) Assets Cash and cash equivalents Trade accounts receivable, net Contract assets Income tax receivable Other current assets TOTAL CURRENT ASSETS Property and equipment, net Other non‑current assets Deferred tax assets Intangible assets, net Goodwill TOTAL NON‑CURRENT ASSETS TOTAL ASSETS (in millions of euros) Liabilities and equity Trade accounts payable Accrued compensation and other personnel costs Contract liabilities Borrowings, current Income tax payable Other current liabilities TOTAL CURRENT LIABILITIES Deferred tax liabilities Borrowings, non‑current Other non‑current liabilities TOTAL NON‑CURRENT LIABILITIES Common stock Share premium Treasury stock Retained earnings and other reserves Other comprehensive income, net of tax Total parent shareholders’ equity Non‑controlling interests TOTAL EQUITY TOTAL LIABILITIES 170 Year ended December 31, Note 2022 2021 12 13 13 13 14 15 10 16 17 13 19 18 10 19 18 22 €2,769.0 1,661.6 20.3 109.7 283.7 4,844.3 819.9 228.9 94.4 3,302.4 4,971.1 9,416.8 €2,979.5 1,366.3 12.7 120.6 239.9 4,719.0 817.0 309.4 198.3 3,462.5 4,712.4 9,499.7 €14,261.1 €14,218.7 €216.3 593.5 1,536.6 258.6 38.9 237.2 2,881.0 328.5 2,737.4 989.3 4,055.2 133.5 1,128.3 (703.7) 6,307.8 444.8 7,310.7 14.2 7,324.8 €192.4 587.7 1,304.4 903.3 17.7 464.9 3,470.3 571.1 2,966.4 999.9 4,537.4 133.3 1,108.0 (730.5) 5,712.6 (26.0) 6,197.3 13.7 6,211.0 €14,261.1 €14,218.7 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Consolidated Statements of Cash Flows (in millions of euros) NET INCOME Adjustments for non‑cash items Changes in operating assets and liabilities NET CASH FROM OPERATING ACTIVITIES Additions to property, equipment and intangible assets Payment for acquisition of businesses, net of cash acquired Other NET CASH USED IN INVESTING ACTIVITIES Proceeds from exercise of stock options Cash dividends paid Repurchase and sale of treasury stock Capital increase Acquisition of non‑controlling interests Proceeds from borrowings Repayment of borrowings Repayment of lease liabilities NET CASH USED IN FINANCING ACTIVITIES Effect of exchange rate changes on cash and cash equivalents (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD CASH AND CASH EQUIVALENTS AT END OF PERIOD Supplemental disclosure Income taxes paid Cash paid for interest Total cash outflow for leases Financial statements Consolidated Financial Statements Year ended December 31, Note 2022 2021 23 23 14, 16 23 22 22 22 19 19 €930.2 677.6 (82.6) 1,525.2 (132.3) (46.4) (35.2) (213.9) 62.0 (223.5) (639.6) 198.6 (1.8) 257.8 (1,143.9) (102.0) (1,592.4) 70.6 (210.5) €773.8 705.1 134.3 1,613.1 (103.7) (21.4) (35.3) (160.4) 156.0 (147.1) (283.2) ‑ (0.1) 1.3 (341.2) (97.6) (711.9) 89.8 830.6 2,979.5 2,148.9 €2,769.0 €2,979.5 10 €(317.4) €(22.4) €(121.8) €(141.4) €(23.4) €(115.6) 171 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements Consolidated Statements of Shareholders’ Equity (in millions of euros) Common stock Share premium Treasury stock Note Retained earnings and other reserves Other com‑ prehensive income, net of tax Total parent shareholders’ equity Non‑ controlling interest Total Equity DECEMBER 31, 2020 €132.6 €954.0 €(442.1) €5,043.7 €(626.9) €5,061.3 €44.8 €5,106.1 Net income Other comprehensive income, net of tax TOTAL COMPREHENSIVE INCOME Dividends Exercise of stock options Treasury stock transactions Share‑based compensation Transactions with non‑controlling interests Other changes DECEMBER 31, 2021 Net income Other comprehensive income, net of tax TOTAL COMPREHENSIVE INCOME Dividends Capital increase Capital decrease Exercise of stock options Treasury stock transactions Share‑based compensation Transactions with non‑controlling interests Other changes DECEMBER 31, 2022 22 6, 7 22 22 22 6, 7 ‑ ‑ ‑ ‑ 0.7 ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ 154.0 ‑ ‑ ‑ ‑ (288.4) ‑ 773.7 ‑ 773.7 (147.1) ‑ (233.4) 169.8 ‑ 600.8 600.8 ‑ ‑ ‑ ‑ 773.7 600.8 1,374.5 (147.1) 154.7 (521.8) 169.8 0.2 2.7 2.9 ‑ ‑ ‑ 0.7 773.8 603.6 1,377.4 (147.1) 154.7 (521.8) 170.5 ‑ ‑ ‑ ‑ €133.3 €1,108.0 €(730.5) ‑ ‑ 12.6 93.3 €5,712.6 ‑ ‑ €(26.0) 12.6 93.3 €6,197.3 (34.7) ‑ (22.1) 93.3 €13.7 €6,211.0 ‑ ‑ ‑ ‑ 0.4 (0.4) 0.2 ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ 198.2 (233.2) 55.3 ‑ ‑ ‑ ‑ 233.7 ‑ (206.9) ‑ 931.5 ‑ 931.5 (223.5) ‑ ‑ ‑ (194.2) 166.5 ‑ 470.8 470.8 ‑ ‑ ‑ ‑ ‑ ‑ 931.5 470.8 1,402.3 (223.5) 198.6 ‑ 55.6 (401.0) 166.5 (1.3) 0.3 (1.0) ‑ ‑ ‑ 0.3 ‑ 0.2 930.2 471.1 1,401.3 (223.5) 198.6 ‑ 55.9 (401.0) 166.7 ‑ ‑ (52.8) (32.3) €133.5 €1,128.3 €(703.7) €6,307.8 ‑ ‑ ‑ ‑ ‑ ‑ €444.8 (52.8) (32.3) €7,310.7 0.9 ‑ (51.8) (32.3) €14.2 €7,324.8 Analysis of changes in shareholders’ equity related to components of the other comprehensive income (in millions of euros) DECEMBER 31, 2020 Variations DECEMBER 31, 2021 Variations DECEMBER 31, 2022 Non‑ consolidated equity investments Hedging reserves Foreign currency translation adjustment Actuarial gains and losses Total attributable to parent shareholders Non‑ controlling interest Other com‑ prehensive income, net of tax €‑ €26.4 €(577.6) €(75.6) €(626.9) €(2.8) €(629.6) (3.8) €(3.8) 0.6 €(3.2) (11.6) €14.8 (7.7) €7.1 612.3 €34.7 450.6 €485.3 3.9 €(71.7) 27.3 €(44.4) 600.8 €(26.0) 470.8 €444.8 2.7 €(0.0) 0.3 €0.2 603.6 €(26.0) 471.1 €445.1 172 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Consolidated Financial Statements Notes to the Consolidated Financial Statements The accompanying notes are an integral part of these consolidated financial statements. Note 1 Description of Business 174 Note 14 Property and Equipment, Net Note 2 Summary of Significant Accounting Policies 174 Note 15 Other Non‑Current Assets Note 16 Intangible Assets, Net Note 3 Segment and Geographic Information 180 Note 4 Software Revenue Note 5 Government Grants Note 6 Personnel Costs Note 7 Share‑based Compensation 182 182 183 183 Note 17 Goodwill Note 18 Other Liabilities Note 19 Borrowings Note 20 Derivatives and Currency and Interest Rate Risk Management Note 8 Other Operating Income and Expense, Net 187 Note 21 Post‑employment Benefits Note 9 Financial Income (Loss), Net 187 Note 22 Shareholders’ Equity 192 193 193 194 196 197 199 201 203 Note 10 Income Taxes 188 Note 23 Consolidated Statements of Cash Flows 204 Note 11 Earnings per Share 190 Note 24 Commitments and Contingencies Note 12 Cash and Cash Equivalents and Short‑term Investments 190 Note 25 Related‑Party Transactions Note 26 Principal Statutory Auditors’ Fees and Services 205 206 206 Note 13 Trade Accounts Receivable, Net, Contract Balances and Other Current Assets 191 Note 27 Principal Dassault Systèmes Companies 208 173 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Note 1 Description of Business The Group provides broad end‑to‑end software solutions and services: its platform‑based virtual twin experiences combine design, simulation, digital mock‑up, data intelligence and collaborative innovation to support companies in the three sectors it serves, namely Manufacturing Industries, Life Sciences & Healthcare, and Infrastructure & Cities. These three sectors comprise eleven industries: — Manufacturing Industries: Transportation & Mobility; Aerospace & Defense; Marine & Offshore; Industrial Equipment; High‑Tech; Home & Lifestyle; Consumer Packaged Goods & Retail. In Manufacturing Industries, Dassault Systèmes help customers virtualize their operations, improve data sharing and collaboration across their organization, reducing costs and time‑to‑market, and becoming more sustainable; — Life Sciences & Healthcare: Life Sciences & Healthcare. In this sector, the Group aims to address the entire cycle of the patient journey to lead the way toward precision medicine. To reach the broader healthcare ecosystem from Research to commercial, the Group’s solutions connect all elements from molecule development to prevention to care, and combine new therapeutics, med practices, and med‑tech; — Infrastructure & Cities: Infrastructure, Energy & Materials; Architecture, Engineering & Construction; Cities, Public & Business Services. In Infrastructure & Cities, the Group supports the virtualization of the sector in making the construction industry more efficient and sustainable. To serve its customers, the Group has developed a broad portfolio of software applications, comprised of 3D modeling applications, simulation applications, collaborative innovation applications, and information intelligence applications. Dassault Systèmes SE (LEI code: 96950065LBWY0APQIM86) is a European company (Societas Europaea), incorporated under the laws of France on June 9, 1981 for a 99‑year term starting on the date of its registration, until August 4, 2080. The Company’s registered office is located at 10, rue Marcel Dassault, 78140 Vélizy‑Villacoublay, France. Dassault Systèmes SE shares are listed on Euronext Paris is the and Groupe main shareholder; refer to paragraph 6.3.2 “Controlling Shareholder”. Industriel Marcel Dassault (GIMD) Note 2 Summary of Significant Accounting Policies Impact of significant recently issued accounting standards New standards, interpretations or amendments effective beginning on January 1, 2022 had no significant impact on the Group’s consolidated financial statements. The Group undertakes no early application of any standard or interpretation or associated amendments which were already published in the Official Journal of the European Union at December 31, 2022. Standards, amendments and interpretations published by the IASB and not yet approved by the EU do not have a significant impact on the consolidated financial statements at December 31, 2022. Basis of preparation and consolidation The accompanying consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union as of December 31, 2022. These consolidated financial statements were established by the Board of Directors on March 14, 2023. The consolidated financial statements are presented in millions of euros except where otherwise indicated. Some total rounding difference may occur. The consolidated financial statements include the accounts of Dassault Systèmes SE and its subsidiaries. Companies over which the Group has control are fully consolidated. The Group controls an entity when (i) it has power over this entity, (ii) is exposed to or has rights to variable returns from its involvement with that entity, and (iii) has the ability to use its power over that entity to affect the amount of those returns. Companies over which the Group exercises significant influence are accounted for under the equity method. Intercompany transactions and balances are eliminated. 174 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements Summary of significant accounting policies Revenue recognition Use of estimates in conformity The preparation of financial statements with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. involving the use of significant estimates and Areas assumptions mainly include: assessing product lifecycles; identifying the different elements comprising a software solution arrangement, including the distinction between upgrades/enhancements, new products and services, contract price allocation to the different elements based on their standalone selling prices and determining the revenue recognition date of those elements; determining when technological feasibility is achieved for its products; estimating the recoverable amount of goodwill; determining the nature, fair value and useful life of acquired intangible assets in a business combination; determining assumptions to estimate the fair value of share‑based compensation; assessing the recognition of deferred tax assets; and making reasonable estimates about the ultimate resolution of the Group’s tax uncertainties based on current tax laws and the Group’s interpretation thereof. Moreover, climate risks did not have a significant impact on the Group’s estimates and judgments (refer to paragraph 2.5 “Environmental Responsibility” of the Universal registration document). Actual results and outcomes could differ from management’s estimates and assumptions. Foreign currency adjustments The functional currency of the Group’s foreign subsidiaries is generally the applicable local currency. Assets and liabilities with functional currencies other than the euro are translated into euro equivalents at the rate of exchange in effect on the balance sheet date. Revenues, expenses and cash flows are translated at the average exchange rates for the year unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case revenues, expenses and cash flows are translated at the rate on the dates of the transactions. Translation gains or losses are recorded in Other items in shareholders’ equity. Exchange differences on the settlement or retranslation of monetary items in a currency other than the Group’s and its subsidiaries’ functional currency are recorded in the statement of income. The Group derives revenue from two primary sources: (i) licenses, other software revenue (which includes the development of additional functionalities of standard products requested by clients), subscription and support (which includes software license updates and technical support); (ii) consulting and training services. Revenues are disclosed net of taxes collected from customers and remitted to governmental authorities. The Group accounts for a contract with a client when there is a written agreement that creates legally enforceable rights and obligations, including payment terms, when the contract has commercial substance and when collection consideration is probable. A performance obligation is a promise in a contract with a client to transfer products or services that are distinct from the other promises of the contract. Revenue is recognized when, or as, control of a promised product or service is transferred to a client, in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those products or services. Group’s products are also sold by value‑added resellers that are assessed as principal in the transaction because they generally have the primary responsibility for fulfillment to the end‑customer. As a result, the Group recognizes revenue in the amount of the fee it expects to be entitled to, i.e. the consideration paid by the distributor, assuming all other revenue recognition criteria are met. Licenses, subscription, support and other software revenue Software license revenue represents fees earned from granting customers licenses to use the Group’s software. It includes license revenue of perpetual and periodic license sales of software products and is recognized at a point in time for an arrangement when control is transferred to the client. Subscription contracts generally have a one‑year term and contain two separate performance obligations pertaining to on premise software license and support. The revenue from such arrangements is recognized in line with revenue from arrangements with multiple performance obligations. Subscription revenue also is derived from access to cloud solution contracts including remote access to a software solution, hosting, support services, and managed services to run cloud solution. Revenue from cloud subscription is generally recognized linearly over the contractual term. 175 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Support revenue represents periodic fees associated with the sale of unspecified product updates on a when‑and‑if‑ available basis and technical support. Support agreements are entered into in connection with the initial software license purchase. Support may be renewed by the customer at the conclusion of each term. Revenue from support is recognized on a straight‑line basis over the term of the support agreement as the Group has a standing ready obligation to provide services. Other software revenue mainly relates to the development of additional functionalities of standard products requested by clients and is recognized when the development work is performed. Recurring fees for subscription and support are reported within “Software Revenue”. Revenue under arrangements with multiple performance obligations, which typically licenses, is support and/or services agreements sold together allocated to each distinct performance obligation based on their standalone selling price. include software The stand‑alone selling price is the price at which the Group would sell a promised product or service separately to a client. The Group generally establishes stand‑alone selling price based on the observable prices of products or services sold separately in comparable circumstances to similar clients. Estimating stand‑alone selling price is a formal process that includes review and approval by the Group’s management. In certain instances, e.g. perpetual software licenses only sold bundled with one year of support, the Group is not able to establish a standalone selling price range based on observable prices. The stand‑alone selling price is then determined by applying the residual approach. When a sale of a license goes along with a service essential to the software functionality, the two performance obligations (software and service) are not distinct. Therefore, the license revenue is recognized in accordance with the pattern of recognition of the service obligation. Services Revenue Services revenue consist primarily of fees from consulting services in process optimization and in methodology for design, deployment and support, and training services. Services generally do not require significant modification or customization of software products and are accounted for separately to the extent they are not essential to the functionality of software products. Performance obligation from fixed price contracts are usually satisfied over the time. The revenue is recognized using percentage of completion based on the labor costs incurred to date as a percentage of the total estimated labor costs to fulfill the contract. Service revenues derived from time and material contracts are recognized over the time on an output basis as labor hours are delivered or direct project expenses are incurred. Incremental Costs of Obtaining a Contract The Group generally does not capitalize the incremental costs incurred to obtain a contract (e.g. variable remuneration of the sales force), and expenses them as incurred, as contracts with customers generally have a contractual period of 12 months or less. For other long term contracts with customers, the Group capitalizes the expenses associated with variable is compensation paid to incremental to obtaining and renewing these contracts. internal sales personnel that Contract Assets/Liabilities and Accounts Receivable The Group classifies the right to consideration in exchange for products or services transferred to a client as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset, which is a right to consideration that is conditional upon factors other than the passage of time. The majority of the Group’s contract assets represents unbilled amounts related to fixed price services contracts when revenue recognized exceeds the amount billed to the client, and the right to consideration is subject to milestone completion or client acceptance. The amount of billing in excess of revenue recognized is classified as contract liabilities. Share‑based compensation The Group recognizes compensation expense for share‑ based compensation awards expected to vest on a straight‑line basis over the requisite service period of the entire award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimate. Stock options are measured at fair value on the date of the grant using an option‑pricing model based on assumptions made by management on expected volatility, expected option life and distributed dividends. Performance shares are measured at fair value based on the quoted price of the Group’s common stock on the date of grant. The fair value also includes the impact of certain conditions based on an option‑pricing model. Vesting conditions excluded from the fair value measurement are taken into account to estimate the number of shares that will eventually vest. At the end of each reporting period, the Group reviews this estimate and records the impact of changes to original estimate, if any, in the statement of income. For performance shares plan that allows the beneficiaries to acquire shares either upon satisfaction of a market condition or a non‑market vesting condition, the Group estimates the fair value of the equity instrument at grant date for each possible outcome, and accounts for the share‑based compensations based on the most likely outcome at the end of each reporting period. 176 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements Employee shareholding plans are evaluated on a fair value basis, taking into account the amount of the discount from which employees benefit, and where applicable, a non‑transferability cost depending on the blocking period. Cost of software revenue Cost of software revenue primarily includes software license expense for software products included in the Group’s software, maintenance costs and delivery expense. Research and development Research costs are expensed as incurred. Costs incurred to develop computer software products include mainly payroll and other headcount‑related costs associated with development of the Group’s products. They also include amortization expense, lease and maintenance costs of computer equipment used for product development, software expenditures and costs of information technology and communication. Due to specificities in the software industry, the Group has determined that technological feasibility is the key is criteria to capitalize development expenditure as generally the last criteria to be met. Currently the risks and uncertainties inherent in the software development process make it difficult to demonstrate technological feasibility before a working prototype has been completed, which generally occurs shortly before the commercial release of its software products. As a consequence, costs incurred after technological feasibility is established that could potentially be capitalized are not material. it Government grants The Group receives grants from certain governmental authorities to finance certain research and development activities, including research and development tax credits in France that are treated as government grants. Government grants are recognized as a reduction of research and development costs or cost of services and other revenue when the qualifying research and development activities have been performed and there is reasonable assurance that the grants will be received. Other operating income and expense, net The Group distinguishes income and expense that are unusual, infrequent or generally non‑recurring in nature in the consolidated statement of income. Such income and expense include the impact of restructuring activity and other generally non‑recurring events, such as gain or loss on sale of subsidiaries, impairment of goodwill or acquired intangible assets, costs directly related to acquisitions, and costs related to relocation activities and reorganizations of the Group’s premises. Financial income (loss), net Other financial income and expense primarily include the interest expenses related to financing operations and lease liabilities. Are also included the impact of remeasuring financial instruments at fair value, exchange gains and losses on monetary items and change in fair value of derivative financial instruments not qualified for hedge accounting. Income taxes Deferred income tax is recognized using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. investments Deferred income tax is provided on temporary differences arising on in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Allowance for doubtful accounts and loans receivable The allowance for doubtful accounts and loans receivable reflects the Group’s best estimate of probable losses inherent in the receivable balance. The Group applies the simplified approach as permitted by IFRS 9 to account for the expected losses on trade accounts receivables and establishes a statistical model based on historical experience and prospective information including financial difficulties and other currently available evidence. Financial instruments Fair Value – The carrying amount of cash and cash equivalents, short‑term investments, accounts receivable, accounts payable and accrued expenses approximate fair value, due to the short‑term maturities of such instruments. Foreign exchange options and forward contracts, which are designated and serve as hedges, are recorded at their fair market value. Fair value is measured based on the following fair value hierarchy: level 1: quoted price in active markets; level 2: inputs observable directly or indirectly, other than quoted price included in level 1; level 3: inputs not based on observable market data. Cash, cash equivalents and short‑term investments are measured using the level 1 fair instruments are measured using the value. Derivative level 2 fair value. Other investments that are not equity method investments are measured using the level 3 fair value. 177 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Cash and Cash Equivalents and Short‑Term Investments – The Group considers deposits with banks, investments in money market mutual funds and marketable debt securities with short‑term maturities to be cash equivalents since they are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Other marketable debt securities and mutual funds that do not qualify as cash equivalents are considered to be short‑term investments and are generally classified as trading securities with changes in fair value recorded in Interest income and expense, net. Non‑Current Financial Assets – The Group elected the classification at fair value through Other comprehensive income for all its investments in non‑consolidated equities. As such, net gains and losses related to equity securities are recognized in Other comprehensive income and are never reclassified to profit or loss. interest rates. Derivative Instruments – The Group uses derivative Derivative instruments in particular to manage exposures to foreign currency and instruments are measured at their fair value and changes in the fair value affect the consolidated statements of income unless specific hedge accounting criteria are met. Changes in the fair value of derivatives designated as cash‑flow hedges are reported as a component of shareholders’ equity until the hedged item is recognized in earnings. Hedging a net investment allows the Group to hedge the exposure to adverse changes in the fair value of an investment made abroad in a currency other than the Group’s operating currency (i.e. IFRS 9). For this type of hedge, the effective portion of the gain or loss on the hedging instrument is recognized in Other comprehensive income, and the ineffective portion is recognized in the consolidated income statement. These gains and losses offset the translation differences recorded at the consolidation of the foreign subsidiary. Property and equipment Property and equipment are recorded at cost and depreciated using the straight‑line method over their estimated useful lives: computer equipment, two to five years; office furniture and equipment, five to ten years; buildings, forty to fifty years; leasehold improvements are depreciated over the shorter of the life of the assets or the remaining lease term. Repair and maintenance costs are expensed as incurred. Specifically on the matter of climate change, the Group has assessed the risks and opportunities and did not identify at this stage any major impact that could change the estimated useful lives of property and equipment. Leases are recorded under property, plant and equipment as a right‑of‑use asset. The asset is recognized at the commencement date of the contract against a lease liability, adjusted for direct costs, prepaid rents, lease incentives received and estimated costs of dismantling and restoration. These assets are amortized on a straight‑line basis over the lease term, which corresponds to the non‑cancellable period, together with the reasonably certain extension and termination options, taking into account the penalties that would be incurred upon termination. Under this model, the depreciation expense of assets is accounted for in operating expense, and the cost of the debt towards the lessor is accounted for under financial expense. Intangible assets Intangible assets primarily include acquired technology, contractual customer relationships and computer software. intangible assets are capitalized and Costs related to amortized using their the straight‑line method over estimated useful lives, which range from two to nineteen years. No significant intangible assets have been identified with an indefinite useful life. Business combinations and goodwill Business combinations are accounted for using the purchase method. The consideration transferred is measured as the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed on the acquisition date. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition, irrespective of the extent of any non‑controlling interest. Goodwill is initially measured at cost being the excess of the consideration transferred of the business combination over the Group’s share in the net fair value of the acquiree’s net identifiable assets. When a business combination with permanent non‑controlling interest includes a put option related to these same non‑ controlling interests, a liability is recognized in the consolidated balance sheet along with a decrease in the consolidated reserves. Subsequent fluctuations of this put option related to potential changes in estimates or unwinding of discounts are also booked in consolidated reserves. Any further acquisition of minority interests is considered as a transaction between shareholders and is therefore not subject to re‑evaluation. 178 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTinitial recognition, goodwill After is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash generating units or group of cash generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. is tested whenever events or changes Goodwill in circumstances indicate that the carrying amount may not be recoverable, and at a minimum annually. For the purpose of the impairment test, the Group relies upon projections of future cash flows and takes into account assumptions regarding the evolution of the market and its ability to successfully develop and commercialize its products. Changes in market conditions could have a major impact on the valuation of assets and liabilities and could result in additional impairment losses. Provisions Provisions are recognized as liabilities to cover probable outflows of resources that can be estimated and that result from present obligations (legal, contractual or constructive) relating to past events. In cases where a potential obligation resulting from past events exists, but where occurrence of the outflow of resources is not probable or where the amount cannot be reliably estimated, a contingent liability is disclosed among the Group’s commitments. The amount of the provision provided is the best estimate of the outflow of resources required to extinguish this present obligation. Treasury shares Own equity instruments which are reacquired (treasury shares) are recognized at cost and deducted from equity. Gains and losses on the purchase, sale, issue or cancellation of the Group’s own equity instruments are credited or charged to shareholders’ equity and are not recognized in the statement of income. Lease liabilities Lease liabilities are recognized at the commencement date of the contracts. The lease term is determined as the Financial statements Consolidated Financial Statements non‑cancellable period, together with the reasonably certain extension and termination options, taking into account the penalties that would be incurred upon termination. The amount of lease liability represents the present value of lease payments over the lease term less any lease incentives receivable, adjusted by the expected penalties payable under a termination option which is reasonably certain to be exercised. Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Any difference between the recorded amount and the redemption value is amortized into income over the period of the borrowing using the effective interest rate method. Post‑employment benefits The Group’s payments for defined contribution plans are recorded as expenses for the relevant period. For defined benefit plans concerning post‑employment benefits, the Group uses the projected unit credit method to determine the present value of its obligations. Under this method, benefits are attributed to periods of service according to the plan’s benefit formula. However, if an employee’s service in later years will earn a materially higher level of benefit than in earlier years, benefits are attributed to periods of service on a straight‑line basis. The measured period of service is the vesting period for obtaining the capped rights. Actuarial gains and losses are charged or credited to equity in Other comprehensive income in the period in which they arise. The future payments for employee benefits are measured on the basis of future salary increases, retirement age, mortality and length of employment with the Group, and are discounted at a rate determined by reference to yields on long‑term high quality corporate bonds of a duration corresponding to the estimated duration of the benefit plan concerned. The net expense for the year, corresponding to the sum of the current service costs, past service costs and net interest expense or income, is charged in full to operating income. 179 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Note 3 Segment and Geographic Information — the measures of operating segment revenue and income include all revenue that would have been recognized by acquired companies had they remained stand‑alone entities but which is partially excluded from Group revenue to reflect the fair value of obligations assumed; — the measure of operating segment income excludes: – amortization of acquired intangible assets and of the revaluation of tangible assets, – share‑based compensation expense and associated payroll taxes (refer to Note 6 Personnel Costs and Note 7 Share‑based Compensation), – and other operating income and expense, net (refer to Note 8 Other Operating Income and Expense, Net); — the measure of operating segment income takes into account the impact of the lease incentives, including rent‑free periods, which are not recognized in the right‑of‑use asset under a business combination. information Operating segments are components of a group for which discrete financial is available and whose operating results are regularly reviewed by management to assess performance and allocate resources. Dassault Systèmes operates in a single operating segment, the sale of software solutions and services, which aim is to offer customers an innovation process, from the development of a new concept to the realistic experience of the resultant product, through all stages of detailed design, scientific simulation and manufacturing, thanks to the 3DEXPERIENCE platform. integrated The assessment of the operating segment’s performance is based on the Group’s supplemental non‑IFRS financial information (refer to paragraph 3.1.4 “IFRS non‑IFRS reconciliation” of the Universal registration document). The accounting policies used differ from those described in Note 2 Summary of Significant Accounting Policies as follows: (in millions of euros) TOTAL REVENUE FOR OPERATING SEGMENT Adjustment for unearned revenue of acquired companies REPORTED TOTAL REVENUE Year ended December 31, 2022 2021 €5,665.5 €4,861.7 (0.2) €5,665.3 (1.6) €4,860.1 Year ended December 31, 2022 2021 €1,892.0 €1,666.2 (0.2) (401.9) (168.0) (16.0) (3.0) €1,302.9 (1.6) (369.0) (242.1) (31.3) (2.8) €1,019.4 (in millions of euros) INCOME FOR OPERATING SEGMENT Adjustment for unearned revenue of acquired companies Amortization of acquired intangible assets and of revaluation of tangible assets Share‑based compensation expense and related payroll taxes Other operating income and expense, net Lease incentives of acquired companies REPORTED OPERATING INCOME 180 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements The geographic breakdown of the Group’s financial data is established based on the geographic location of the consolidated companies and is as follows: (in millions of euros) 2022 Europe of which France of which Germany Americas of which the United States Asia of which Japan TOTAL 2021 Europe of which France of which Germany Americas of which the United States Asia of which Japan TOTAL Total revenue Total assets Additions to property, equipment and intangibles €1,414.1 776.8 223.7 3,190.9 3,143.4 1,060.2 425.4 €5,665.3 €1,301.0 689.2 228.7 2,602.1 2,564.0 957.0 434.4 €4,860.1 €4,765.8 2,145.9 523.7 8,709.7 8,542.1 785.6 100.9 €14,261.1 €4,928.5 2,413.9 547.6 8,531.5 8,361.5 758.7 116.9 €14,218.7 €85.2 60.5 5.3 96.4 92.4 33.5 3.1 €215.1 €51.8 42.3 3.0 50.0 48.7 43.0 3.4 €144.8 The Group also receives data that identifies the location of the Group’s end‑user customers. Using such information, revenue by geographic area would be as follows: (in millions of euros) Europe of which France of which Germany Americas of which the United States Asia of which Japan TOTAL REVENUE Year ended December 31, 2022 2021 €2,030.5 499.3 453.3 2,318.5 2,164.4 1,316.3 516.4 €5,665.3 €1,830.5 421.8 433.5 1,866.3 1,745.5 1,163.3 488.7 €4,860.1 181 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements Note 4 Software Revenue Software revenue is comprised of the following: (in millions of euros) Licenses and other software revenue Subscription and support revenue* SOFTWARE REVENUE Year ended December 31, 2022 2021 €1,106.2 4,007.9 €5,114.0 €982.9 3,419.7 €4,402.6 * In 2022, corresponds to €411.3 million at a point in time and €3,596.6 million over time, to be compared to €353.8 million and €3,065.9 million respectively in 2021. Breakdown of software revenue by main product line is as follows: (in millions of euros) Industrial Innovation Life Sciences Mainstream Innovation SOFTWARE REVENUE Note 5 Government Grants Year ended December 31, 2022 2021 €2,719.1 1,126.2 1,268.8 €5,114.0 €2,417.9 898.8 1,085.9 €4,402.6 Government grants are recorded in the consolidated statements of income as a deduction from research and development expenses and to other expenses, as follows: (in millions of euros) Research and development Other expenses TOTAL GOVERNMENT GRANTS Year ended December 31, 2022 €36.9 5.3 €42.2 2021 €36.4 4.4 €40.8 182 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements Note 6 Personnel Costs Personnel costs, excluding share‑based compensation (€166.7 million in 2022 and €171.6 million in 2021, refer to Note 7 Share‑based Compensation) and associated payroll taxes (€1.3 million in 2022 and €70.4 million in 2021), are presented in the following table: (in millions of euros) Personnel costs Payroll taxes TOTAL Year ended December 31, 2022 2021 €(2,208.2) (482.0) €(2,690.2) €(1,872.9) (413.8) €(2,286.6) Average number of employees was 21,477 and 19,957 in 2022 and 2021 respectively. Note 7 Share‑based Compensation The expense related to compensation based on performance shares and stock options, including associated payroll taxes, is recorded in the consolidated statements of income as follows: (in millions of euros) Research and development Marketing and sales General and administrative Cost of revenue TOTAL EXPENSE RELATED TO SHARE‑BASED COMPENSATION Changes during 2022 and 2021 of unvested numbers of awards were as follows: Year ended December 31, 2022 2021 €(62.6) (48.0) (48.8) (8.6) €(168.0) €(84.6) (70.3) (69.6) (17.6) €(242.1) UNVESTED AT JANUARY 1, 2021 Granted Vested Forfeited UNVESTED AT DECEMBER 31, 2021 Granted Vested Forfeited UNVESTED AT DECEMBER 31, 2022 Performance shares Number of awards* MEDIDATA Program Stock options Total 16,570,560 5,319,675 18,463,990 40,354,225 6,101,682 (5,381,220) (126,990) 17,164,032 6,061,503 (5,650,710) (291,449) 17,283,376 ‑ (3,466,430) (286,315) 1,566,930 ‑ (1,168,335) (108,420) 290,175 2,257,255 (8,196,795) (1,135,475) 11,388,975 8,358,937 (17,044,445) (1,548,780) 30,119,937 1,989,674 (5,282,668) (763,751) 7,332,230 8,051,177 (12,101,713) (1,163,620) 24,905,781 * Presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021 (refer to Note 22 Shareholders’ Equity). 183 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements Performance shares New plans granted in 2022 Plans 2022‑A1, 2022‑B and 2022‑A2 Pursuant to an authorization granted by the General Meeting of Shareholders held on May 26, 2021, the Board of Directors decided, on May 19, 2022, to grant 3,690,907 performance shares (Plan 2022‑A1) to some employees and executives of the Group, and 1,500,000 performance shares (Plan 2022‑ B) to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer as part of the plan of progressively associating him with the Company’s capital implemented since several years. The weighted average grant‑date fair value of 2022‑A1 and 2022‑B performance shares was €19.91. It was estimated based on the quoted price of Dassault Systèmes SE’s common stock on the date of grant, adjusted to include the non‑vesting condition based on the growth of non‑IFRS diluted earnings per share (“EPS”) of the Group using a Monte Carlo model. The model simulates the performance of the non‑IFRS diluted EPS excluding foreign currency effects, assuming an expected volatility of 6.96%. Pursuant to an authorization granted by the General Meeting of Shareholders held on May 26, 2021, the Board of Directors decided, on September 21, 2022, to grant (Plan 2022‑A2) to some 28,523 performance shares employees and executives of the Group. The weighted average grant‑date fair value of 2022‑A2 performance shares was €34.36. The shares of these 2022‑A1, 2022‑B and 2022‑A2 plans shall be acquired subject to the end of a period of three years. They shall vest, in full or in part, if a performance criteria is achieved, and the beneficiary is still an employee, an executive or a corporate officer of the Group at the end of a service period ending on November 19, 2024 (plans 2022‑ A1 and 2022‑B) and on March 21, 2025 (plan 2022‑A2). Plans 2022‑M1 and 2022‑M2 The Board of Directors decided on May 19, 2022 to grant 817,809 performance shares (Plan 2022‑M1) to some employees and executives of the Group. The weighted average grant‑date fair value of 2022‑M1 performance shares was €36.08. The Board of Directors also decided on September 21, 2022 to grant 24,264 performance shares (Plan 2022‑M2) to some employees and executives of the Group. The weighted average grant‑date fair value of 2022‑M2 performance shares was €34.88. The shares of these 2022‑M1 and 2022‑M2 plans shall be acquired at the end of a period of one year (tranche 1), two years (tranche 2) and three years (tranche 3), from the grant date. They shall vest if the beneficiary is still an employee or an executive of the Group at the end of these periods and provided certain performance conditions are achieved. A summary of the Group’s performance shares plans is as follows: Plans 2019‑A 2019‑B 2019‑A2 2020‑A 2020‑B Date of General Meeting of Shareholders Date of grant by Board of Directors Total number of shares granted Restated total number of shares granted (1) Acquisition period (in years) (2) Performance conditions Performance conditions is reached at December 31, 2022 09/04/2015 09/25/2018 496,700 2,483,500 Three years and eight months See Note (3) Yes 09/04/2015 09/25/2018 300,000 1,500,000 Three years and eight months See Note (3) Yes 05/22/2018 07/01/2019 307,615 1,538,075 Two years and eleven months 05/22/2018 05/26/2020 804,966 4,024,830 Four 05/22/2018 05/26/2020 300,000 1,500,000 Four See Note (3) Yes See Note (3) N/A See Note (3) N/A Plans 2020‑M 2021‑A 2021‑B 2021‑M1 2021‑M2 05/22/2018 05/26/2020 56,721 283,605 05/26/2021 06/29/2021 741,569 3,707,845 05/26/2021 06/29/2021 300,000 1,500,000 N/A 06/29/2021 175,371 876,855 Three Two or four (4) Two or four (4) One, two, three or four (4) See Note (6) See Note (7) See Note (5) See Note (7) See Note (5) See Note (7) N/A 09/22/2021 16,982 16,982 One, two, three or four (4) See Note (6) See Note (7) See Note (6) See Note (7) Date of General Meeting of Shareholders Date of grant by Board of Directors Total number of shares granted Restated total number of shares granted (1) Acquisition period (in years) (2) Performance conditions Performance conditions is reached at December 31, 2022 184 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements Plans 2022‑A1 2022‑B 2022‑M1 2022‑A2 2022‑M2 Date of General Meeting of Shareholders Date of grant by Board of Directors Total number of shares granted Restated total number of shares granted (1) Acquisition period (in years) (2) 05/26/2021 05/19/2022 3,690,907 3,690,907 Three 05/26/2021 05/19/2022 1,500,000 1,500,000 Three Performance conditions Performance conditions is reached at December 31, 2022 See Note (3) N/A See Note (3) N/A 05/19/2022 817,809 817,809 One, two, or three (4) See Note (6) See Note (7) N/A 05/26/2021 09/21/2022 28,523 28,523 Three See Note (3) N/A N/A 09/21/2022 24,264 24,264 One, two, or three (4) See Note (6) See Note (7) (1) Presented in order to reflect the five‑for‑one share split effected on July 7, 2021 (refer to Note 22 Shareholders’ Equity). (2) For the 2020‑M, 2021‑M1, 2021‑M2, 2022‑M1 and 2022‑M2 plans, subject to the condition that the beneficiary be an employee or a Director of the Group at the acquisition date. The presence period was two years and eight months for 2019‑A and 2019‑B plans, and around one year and eleven months for 2019‑A2 plan. The presence period is three years for the 2020‑A and 2020‑B plans, one year and a half and three years for the 2021‑A and 2021‑B plans (respectively for tranches 1 and 2), and two years and a half for the 2022‑A1, 2022‑B and 2022‑A2 plans. (3) For the 2019, 2020 and 2022 plans (2020‑M, 2021‑M1, 2021‑M2, 2022‑M1, 2022‑A2 and 2022‑M2 excluded): performance condition based on a targeted growth between the non‑IFRS diluted EPS excluding foreign currency effects for the respective years 2021, 2023 and 2024, and the one achieved in the respective years 2018, 2019 and 2021 (non‑vesting condition). Such growth must be at least equal to a threshold (expressed as a percentage) established by the Board of Directors granting the shares. For the 2022‑A2 plan, performance condition based on a targeted growth between the non‑IFRS diluted EPS excluding foreign currency effects for the year 2024 and the one achieved in 2021 (vesting condition). (4) Share acquisition divided into two tranches for 2021‑A and 2021‑B plans, the first having vested on June 29, 2023 and the second having vested on June 30, 2025. Share acquisition divided into four tranches for 2021‑M1 (respectively vesting on June 29, 2022, June 29, 2023, July 1, 2024 and June 30, 2025) and 2021‑M2 (respectively vesting on September 22, 2022, September 22, 2023, September 23, 2024 and September 22, 2025). Share acquisition divided into three tranches for 2022‑M1 (respectively vesting on May 19, 2023, May 20, 2024 and May 19, 2025) and 2022‑M2 (respectively vesting on September 21, 2023, September 23, 2024 and September 22, 2025). (5) For the 2021‑A and 2021‑B plans, the performance condition will be measured based on the growth of the non‑IFRS diluted EPS for the year 2022 (tranche 1) and the year 2024 (tranche 2), neutralized from currency effects, compared to that of the year 2020 (non‑vesting condition). (6) For the 2020‑M plan, performance condition based on the growth of the non‑IFRS revenue and of the non‑IFRS operating margin of the MEDIDATA activity. This double condition, is based on targeted growths between the year 2022, excluding foreign currency effects, and the levels of satisfaction of the year 2019 (vesting condition). For the 2021‑M1 and 2021‑M2 plans, the criteria of the non‑IFRS diluted EPS on the one hand and the non‑IFRS revenue and the non‑IFRS operating margin on the other hand, are based on targeted growths between the years 2021, 2022, 2023 and 2024 (respectively for each tranche), excluding foreign currency effects, and the levels of satisfaction of the year 2020 (vesting condition). For the 2022‑M1 and 2022‑M2 plans, the criteria of the non‑IFRS diluted EPS on the one hand and the non‑IFRS revenue and the non‑IFRS operating margin on the other hand, are based on targeted growths between the years 2022, 2023 and 2024 (respectively for each tranche), excluding foreign currency effects, and the levels of satisfaction of the year 2021 (vesting condition). (7) Performance conditions will be measured by the March 14, 2023 Board of Directors related to the following plans: 2020‑M, 2021‑A (tranche 1), 2021‑B (tranche 1), 2021‑M1 (tranche 2), 2021‑M2 (tranche 2), 2022‑M1 (tranche 1) and 2022‑M2 (tranche 1). Grant of rights to receive Dassault Systèmes SE shares in replacement of rights to receive Medidata shares (“MEDIDATA Program”) As part of the acquisition of Medidata and subject to its closing, the Board of Directors approved on June 11, 2019 the grant of rights to receive Dassault Systèmes SE shares in replacement of the rights to receive Medidata shares that had been granted to some of its employees and executives. Stock options The main features of the Group stock option plans are as follows: — options vest over various periods ranging from one to three years and a half, subject to continued employment; — options expire ten years from grant date, or after termination of employment or term of office, whichever is earlier (except for plans 2020‑01, 2021‑01 and the plan 2022‑01 detailed below); — options have generally been granted at an exercise price equal to or greater than the grant date market value (or the market value the day before the grant) of Dassault Systèmes SE share. New plan granted in 2022 Pursuant to an authorization granted by the General Meeting of Shareholders held on May 26, 2020, the Board of Directors decided, on May 19, 2022, to grant 1,989,674 options to subscribe to Dassault Systèmes SE shares to certain employees and executives of the Group, at an exercise price of €37.17 (Plan 2022‑01), equal to the closing value of the Dassault Systèmes SE share the day before the grant. Such options are divided in three tranches. They shall vest if the beneficiary is an employee or an executive of the Group at the end of a service period of one year (tranche 1), one year and a half (tranche 2) and two years and a half (tranche 3), and subject to the achievement of certain performance conditions. The performance condition will be measured based on the growth of non‑IFRS diluted EPS for the years 2022 (tranche 1), 2023 (tranche 2) and 2024 (tranche 3), neutralized from currency effects compared to that of the year 2021 (non‑market vesting condition for the tranche 1 and non‑vesting condition for the tranches 2 and 3). The options expire ten years from grant date or in case of termination of employment before the end of the service period. 185 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements At grant date, the weighted average fair value of options granted in 2022 was €6.59. It was estimated on the date of grant using a Black‑Scholes option pricing model. Assumptions used are as follows: weighted‑average expected life of around six years, expected volatility rate of 30.79%, expected dividend yield of 0.47% and average risk‑free interest rate of 1.30%, adjusted to include the non‑vesting condition (for tranches 2 and 3) using a Monte Carlo model. The expected volatility was determined using a combination of the historical volatility of Dassault Systèmes SE’s stock and the implied volatility of the Group’s exchange‑traded options. Other information related to the Group stock options A summary of the Group’s stock option activity is as follows: 2022* 2021* Number of options Weighted average exercise price Number of options Weighted average exercise price OUTSTANDING AS OF JANUARY 1, 27,022,622 €25.54 32,956,640 Granted Exercised Forfeited OUTSTANDING AS OF DECEMBER 31, Exercisable 1,989,674 (2,323,055) (917,323) 25,771,918 37.17 23.92 31.86 €26.35 2,257,255 (7,035,468) (1,155,805) 27,022,622 18,439,688 €23.43 15,633,647 €23.82 41.32 21.99 29.14 €25.54 €21.36 * Presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021 (refer to Note 22 Shareholders’ Equity). The remaining contractual lives and exercise prices of options outstanding as of December 31, 2022 are presented below: Stock option plan 2015‑01 2016‑01 2017‑01 2018‑01 2019‑01 2020‑01 2020‑M‑01 2020‑M‑02 2020‑M‑03 2020‑M‑04 2021‑01 2022‑01 OUTSTANDING AS OF DECEMBER 31, Number of options* Remaining life (years) Exercise price* 1,124,335 1,610,556 2,647,044 4,008,597 4,759,439 5,852,200 32,405 1,690,510 144,550 3,230 2,002,630 1,896,422 25,771,918 2.68 3.40 4.39 5.39 6.50 7.40 7.19 7.40 7.73 7.93 8.50 9.39 6.39 €12.40 €13.80 €16.40 €22.00 €28.00 €29.09 €26.20 €29.09 €31.57 €30.43 €41.32 €37.17 €26.35 * Presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021 (refer to Note 22 Shareholders’ Equity). Employee shareholding The Group launched in 2021 an employee shareholding plan: “TOGETHER”. This plan allows employees, in most countries, to subscribe to a leveraged shareholding plan (equity settled transactions) with a discounted preferential rate of 15% compared to the arithmetic average of the price of the Dassault Systèmes share weighted by the volumes traded on the Euronext market during the 20 sessions preceding the date on which the subscription price is fixed. The subscription price has thus been fixed at €46.14 on December 3, 2021 (after the five‑for‑one share split on Dassault Systèmes’ share). In countries where a leveraged vehicle is not possible, a share appreciation right mechanism is proposed (cash‑settled transactions) associated with a subscription of shares without leverage (equity‑settled transactions). Once subscriptions are made, no period of service is required. The shares must be kept for a period of five years (three years in the United States), except for cases of early release covered by plan rule. 2,366,420 equity‑settled instruments have been granted. Their unitary weighted average fair value was estimated at €2.50 (after the five‑for‑one share split on Dassault 186 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Consolidated Financial Statements Systèmes’ share), the valuation of the non‑transferability cost taking into account a 1% loan‑financing rate. 323,105 cash‑settled instruments have been granted. Their unitary weighted average fair value was estimated at €39.24 (after the five‑for‑one share split on Dassault Systèmes’ share). The Group has hedged itself against changes in the fair value of the share appreciation rights. The plan was finalized on January 20, 2022, with the related capital increase of Dassault Systèmes SE. In order to neutralize the dilutive effect of this plan the Group repurchased late 2021 some treasury shares, almost all of which have been cancelled on March 15, 2022 (refer to Note 18 Other Liabilities and Note 22 Shareholders’ Equity). Note 8 Other Operating Income and Expense, Net Other operating income and expense, net are comprised of the following: (in millions of euros) Year ended December 31, 2022 2021 Costs incurred in connection with relocation activities and reorganizations of the Group’s premises (1) Costs incurred in connection with voluntary early retirement and end of career multi‑year plan (2) Restructuring costs and other (3) Impairment of acquired intangible assets Acquisition costs (4) OTHER OPERATING INCOME AND EXPENSE, NET €(11.2) (4.6) (2.0) ‑ 1.8 €(16.0) €(13.7) (6.9) (3.7) (2.0) (5.1) €(31.3) (1) (2) (3) (4) In 2022 and 2021, primarily composed of impairment losses of right‑of‑use assets related to vacant leasehold properties following the reorganization of Medidata Solutions, Inc. premises. In February 2020, the Group implemented in France an employment and career path agreement for a period of 3 years. This agreement comprises a voluntary early retirement and end of career management multi‑year plan, which is accounted for as a post‑employment benefit. The estimated costs are primarily based on an assumption of expected proportion of employees to enter the plan and of the estimated residual service period for such employees. In 2021, primarily related to severance costs related to restructuring plans at Medidata Solutions, Inc. In 2021, primarily related to direct costs incurred in connection with the NuoDB, Inc. acquisition. Note 9 Financial Income (Loss), Net Financial income (loss), net for the years ended December 31, 2022 and 2021 are as follows: (in millions of euros) Interest income (1) Interest expense (2) INTEREST INCOME AND EXPENSE, NET Foreign exchange (losses) gains, net Other, net OTHER FINANCIAL INCOME AND EXPENSE, NET FINANCIAL INCOME (LOSS), NET Year ended December 31, 2022 2021 €39.8 (26.0) €13.8 (9.1) (2.0) €(11.1) €11.4 (28.2) €(16.8) 1.1 0.5 €1.7 €2.8 €(15.1) Interest income is primarily composed of interests on cash, cash equivalents and short‑term investments. (1) (2) Mainly includes: (i) (ii) interest expenses of €8.3 million in 2022 related to the bonds (€8.3 million in 2021), €1.7 million in 2022 related to the borrowings from banking institutions (€4.7 million in 2021) and €0.9 million in 2022 related to the commercial papers (refer to Note 19 Borrowings); interest expenses related to lease liabilities for €14.6 million in 2022 and €14.0 million in 2021. 187 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Note 10 Income Taxes The components of income before income taxes are as follows: (in millions of euros) France United States Others INCOME BEFORE INCOME TAXES The components of income tax expense are as follows: (in millions of euros) France United States Others CURRENT TAXES France United States Others CHANGE IN DEFERRED TAXES INCOME TAX EXPENSE France The Group made payments to the French tax administration for a total amount of €144.9 million from 2014 to 2020, in relation to tax audits regarding financing of acquisitions, which the Group disputed with the relevant authorities. As of December 31, 2021, these payments were recorded in Other non‑current assets, as the Group was confident in the solid grounds for its claims and the perspective of a refund. On May 31, 2022, the French Supreme Court (Conseil d’Etat) rendered two unfavorable decisions concerning the appeal lodged by the Group. Consequently, the Group recorded a tax expense representing the loss of the amounts paid to the French tax administration, for a total of €144.9 million. As previously disclosed, following the decision of the Court of Appeal in relation to this dispute during the second quarter of 2019, the Group lodged an Appeal in Cassation before the Supreme Court (Conseil d’Etat) in June 2019. On September 9, 2020, the Supreme Court (Conseil d’Etat) denied the Court of Appeal decision and referred the litigation to a new Chamber of the Court of Appeal. In April 2021, the Court of Appeal adopted a new argument, based on the scope of article 145 of the General Tax Code, to reject the Group’s position. Year ended December 31, 2022 2021 €659.4 538.9 107.4 €1,305.6 €499.4 411.5 93.4 €1,004.3 Year ended December 31, 2022 2021 €(256.8) (312.5) (50.7) (620.1) 3.0 227.1 14.5 244.6 €(134.3) (147.4) (45.5) (327.2) (12.0) 92.7 16.1 96.8 €(375.4) €(230.4) The Group disagreed with the Court of Appeal’s analysis, and, as a result, lodged a new Appeal in Cassation before the Supreme Court (Conseil d’Etat). The High Court accepted the lodging in December 2021. United States The current income tax expense in the US has grown significantly during 2022 mainly due to the first application of a specific provision of the Tax Cuts and Jobs Act of 2017. This provision requires, from January 1, 2022, to capitalize R&D expenses for tax purposes and amortize them over years, while previously these expenses could be fully deducted from the taxable income when incurred. In addition, these future tax deductions create deferred tax income that decreases the net deferred tax liability as at 31 December 2022 compared to 31 December 2021. This new law has therefore no significant impact on the total tax expense. However, the quarterly installments paid to the US tax administration have significantly increased during 2022 as compared to 2021 (refer to Consolidated Statements of Cash Flows). 188 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements Differences between the income tax provision and the provision computed using the statutory French income tax rate are as follows: (in millions of euros) Taxes computed at the statutory rate of 25.83% in 2022 (28.41% in 2021) Foreign tax rate differentials (1) R&D tax credit and other tax credits (2) Income taxable at reduced rate (3) Other tax effects, net (4) INCOME TAX EXPENSE EFFECTIVE TAX RATE Year ended December 31, 2022 2021 €(337.2) 29.2 23.3 101.3 (191.9) €(375.4) €(285.3) 31.0 22.8 50.6 (49.6) €(230.4) 28.8% 22.9% In 2022 and 2021, mainly includes tax rate differential with the United States tax rate of 21%. (1) (2) R&D tax credit and other tax credits derived mainly from research tax credits in France and in the United States. (3) In 2022 and 2021, includes the favorable effect of current French (Art. 238) and United States (FDII) legislative provisions granting a lower tax rate on income derived from ownership of certain intangibles. In 2022, mainly includes the tax expense representing the loss of the amounts paid from 2014 to 2020 to the French tax administration in relation to tax audits regarding financing acquisitions, as mentioned above, and impact from provisions for tax risks. In 2021, mainly includes impact from provisions for tax risks. (4) Deferred tax assets and liabilities are as follows: (in millions of euros) Provisions and other expenses Profit‑sharing and pension accruals Net tax loss and tax credit carryforward assets Amortization and basis difference* Amortization of acquired intangibles Other NET DEFERRED TAX LIABILITY Deferred tax assets Deferred tax liabilities* NET DEFERRED TAX LIABILITY Year ended December 31, 2022 2021 €185.0 46.1 91.9 259.2 (761.8) (54.5) €(234.1) 94.4 (328.5) €(234.1) €220.7 53.6 94.6 111.3 (805.9) (47.1) €(372.8) 198.3 (571.1) €(372.8) * The decrease in net deferred tax liability is mainly explained by the first application of a specific provision of the US Tax Cuts and Jobs Act of 2017 (see above). Change in deferred taxes can be summarized as follows: (in millions of euros) NET DEFERRED TAX LIABILITY AS OF JANUARY 1, Changes included in the income statement Business combinations Other changes included in shareholders’ equity Currency translation adjustments NET DEFERRED TAX LIABILITY AS OF DECEMBER 31, Year ended December 31, 2022 2021 €(372.8) €(472.2) 244.6 0.4 (77.6) (28.6) €(234.1) 96.8 (4.2) 44.0 (37.2) €(372.8) On December 31, 2022, there were unrecognized tax losses and tax credit carried forward of €167.5 million, which are scheduled to expire at a date later than 2028. 189 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Note 11 Earnings per Share Basic net income per share is determined by dividing net income attributable to equity holders of the Group by the weighted average number of common shares outstanding during the period. Diluted net income per share is determined by dividing net income attributable to equity holders of the Group by the combination of the weighted average number of common shares outstanding during the period and the dilutive effect of mainly stock options and performance shares. The following table presents the calculation for both basic and diluted net income per share: (in millions of euros, except shares and per share data) Net income attributable to equity holders of the Group Weighted average number of shares outstanding Dilutive effect of share‑based compensations Diluted weighted average number of shares outstanding Basic earnings per share (in euros) Diluted earnings per share (in euros) Year ended December 31, 2022* 2021* €931.5 €773.7 1,312,255,968 1,309,780,561 22,312,080 1,332,092,642 €0.59 €0.58 20,407,040 1,332,663,008 €0.71 €0.70 * 2021 and 2022 figures have been presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021 (refer to Note 22 Shareholders’ Equity). Note 12 Cash and Cash Equivalents and Short‑term Investments Year ended December 31, 2022 2021 €98.4 2,670.5 €2,769.0 €589.0 2,390.5 €2,979.5 liquidity of its financial and instruments. The Group’s management oversees closely the quality of its investments and the credit‑worthiness of its counterparts and believes that it has a minimal exposure to the risk of bankruptcy of anyone of them. The Group also closely oversees the liquidity of its financial assets held with these same counterparts. In this regard, the Group follows in particular the financial rating of each of its counterparties and, up to the present time, all of its counterparties are rated within the Investment Grade category by the rating agencies. As a result, the Group believes that it has a very low exposure to credit or counterparty risk. Cash and cash equivalents are comprised of the following: (in millions of euros) Bank accounts Cash equivalents CASH AND CASH EQUIVALENTS At December 31, 2022 and 2021, approximately 59% and 50% of cash and cash equivalents were denominated in U.S. dollars respectively. The investment rules are determined and controlled centrally by the Group’s management. Cash, cash equivalents and short‑term investments are on deposit with high credit‑quality financial institutions, principally in Europe. The Group follows a conservative policy in investing its cash resources, mostly relying on short‑term maturity investments. The Group has adopted policies regarding financial ratings and spread of maturity dates in order to ensure the security 190 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTNote 13 Trade Accounts Receivable, Net, Contract Balances and Other Current Assets Trade accounts receivable and other current assets are measured at amortized cost. Trade accounts receivable (in millions of euros) Trade accounts receivable Allowance for trade accounts receivable TOTAL TRADE ACCOUNTS RECEIVABLE, NET The maturities of trade accounts receivable, net, were as follows: (in millions of euros) Trade accounts receivable past due at closing date: Less than 3 months past due 3 to 6 months past due More than 6 months past due TRADE ACCOUNTS RECEIVABLE PAST DUE Trade accounts receivable not yet due TOTAL TRADE ACCOUNTS RECEIVABLE, NET Financial statements Consolidated Financial Statements Year ended December 31, 2022 2021 €1,713.2 (51.6) €1,661.6 €1,414.2 (47.9) €1,366.3 Year ended December 31, 2022 2021 €150.6 39.4 38.1 228.0 €115.6 25.4 29.2 170.2 1,433.6 €1,661.6 1,196.1 €1,366.3 The Group is not dependent on any of its principal clients. No single customer or sales channel partner represented more than 5% of the Group’s total revenue in 2022 and 2021. Contract balances (in millions of euros) Contract assets Contract liabilities Year ended December 31, 2022 2021 €20.3 €(1,536.6) €12.7 €(1,304.4) The amount of the revenue recognized during 2022 which had been deferred in the contract liabilities as at January 1st, 2022 is 1,075.2 million. The amount of the revenue recognized during 2021 which had been deferred in the contract liabilities as at January 1st, 2021 is €976.9 million. All contract assets recorded in the balance as of December 31, 2021 have been reclassified to receivables during 2022 since the right to consideration became unconditional. Remaining unsatisfied performance obligations The amount of the remaining unsatisfied performance obligations, as defined by IFRS 15, is the portion of the transaction price from contracts with customers allocated to performance obligations unsatisfied or partially satisfied as of the closing date. When applying the practical expedients permitted by IFRS 15 allowing to exclude contracts with duration less than one year and time and materials contracts, the amount of the remaining unsatisfied performance obligations is 2,380.8 million as of December 31, 2022. Due to the profile of contract terms, approximately 52% of this amount is expected to be recognized as revenue over the next year, approximately 48% thereafter. As of December 31, 2021, the amount of the remaining unsatisfied performance obligations was €2,052 million, of which approximately 49% was expected to be recognized as revenue over the following year and approximately 51% thereafter. 191 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements Other current assets Other current assets are composed of the following: (in millions of euros) Prepaid expenses Deferred sales compensation, current (1) Value added tax Derivatives, current (2) Other TOTAL OTHER CURRENT ASSETS Year ended December 31, 2022 2021 €158.4 42.6 43.0 6.9 32.8 €283.7 €137.3 35.1 31.6 7.0 28.9 €239.9 (1) Asset relating to the incremental costs of obtaining sales contracts with customers. Refer to Note 2 Summary of Significant Accounting Policies. (2) Refer to Note 20 Derivatives and Currency and Interest Rate Risk Management. Note 14 Property and Equipment, Net Property and equipment consist of the following: (in millions of euros) Right‑of‑use assets Computer equipment Office furniture and equipment Leasehold improvements Buildings TOTAL Year ended December 31, 2022 Year ended December 31, 2021 Accumulated depreciation and Impairment Net Gross Accumulated depreciation and Impairment €(357.1) (302.8) (58.2) (115.1) (8.4) €(841.7) €489.2 160.1 30.7 85.2 54.7 €819.9 €783.7 408.9 81.3 197.2 62.7 €1,533.8 €(270.2) (288.0) (52.6) (99.9) (6.1) €(716.8) Gross €846.3 462.9 89.0 200.2 63.1 €1,661.5 Net €513.5 120.8 28.7 97.3 56.7 €817.0 The changes in the carrying amount of property and equipment as of December 31, 2022 are as follows: (in millions of euros) NET PROPERTY AND EQUIPMENT AS OF DECEMBER 31, 2021 Additions Business combinations Other changes Depreciation and impairment for the period (2) Exchange differences NET PROPERTY AND EQUIPMENT AS OF DECEMBER 31, 2022 Right‑of‑use assets (1) Computer equipment Office furniture and equipment Leasehold improvements Buildings Total €513.5 €120.8 €28.7 €97.3 €56.7 €817.0 82.8 0.2 (8.7) (105.6) 6.9 489.2 96.7 ‑ 1.0 (59.9) 1.4 160.1 6.0 0.1 5.2 (9.6) 0.4 30.7 11.4 0.1 (6.9) (20.4) 3.6 85.2 2.4 ‑ ‑ (2.7) (1.7) 54.7 199.3 0.4 (9.3) (198.1) 10.6 819.9 (1) (2) In 2022, the depreciation charge of right‑of‑use assets is €(85.4) and €(4.0) million for offices and vehicles respectively; as of December 31, 2022, the net book value of right‑of‑use assets is €477.7 and €5.2 million for offices and vehicles respectively. Including €(14.0) million of right‑of‑use assets impairments related to vacant leasehold properties. 192 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements The changes in the carrying amount of property and equipment as of December 31, 2021 is as follows: (in millions of euros) NET PROPERTY AND EQUIPMENT AS OF DECEMBER 31, 2020 Additions Business combinations Other changes Depreciation and impairment for the period (2) Exchange differences NET PROPERTY AND EQUIPMENT AS OF DECEMBER 31, 2021 Right‑of‑use assets (1) Computer equipment Office furniture and equipment Leasehold improvements Buildings Total €563.7 €116.2 €27.8 €104.9 €48.6 €861.1 41.2 ‑ (2.8) (104.3) 15.7 56.8 ‑ ‑ (56.0) 3.9 10.1 0.1 (0.1) (10.8) 1.5 9.9 ‑ (2.3) (20.9) 5.6 7.6 ‑ (1.5) (1.5) 3.5 125.7 0.1 (6.7) (193.5) 30.2 €513.5 €120.8 €28.7 €97.3 €56.7 €817.0 (1) (2) In 2021, the depreciation charge of right‑of‑use assets is €(83.7) and €(4.3) million for offices and vehicles respectively; as of December 31, 2021, the net book value of right‑of‑use assets is €498.2 and €6.5 million for offices and vehicles respectively. Including €(14.1) million of right‑of‑use assets impairments related to vacant leasehold properties. Note 15 Other Non‑Current Assets Other non‑current assets consist of the following: (in millions of euros) Investments in non‑consolidated subsidiaries Deferred sales compensation, non‑current (1) Tax receivable (2) Other (3) OTHER NON‑CURRENT ASSETS Year ended December 31, 2022 2021 €71.2 59.0 ‑ 98.7 €228.9 €61.2 51.5 144.9 51.8 €309.4 (1) Asset relating to the incremental costs of obtaining sales contracts with customers. Refer to Note 2 Summary of Significant Accounting Policies. (2) Following the unfavorable decisions rendered by the French Supreme Court (Conseil d’Etat) on May 31, 2022, the Group recorded a tax expense for a total amount of €144.9 million representing the loss of the amounts paid to French tax administration which had been disputed by the Group (refer to Note 10 Income taxes). Including mainly prepaid expenses non‑current, loans receivable non‑current and deposits. (3) Note 16 Intangible Assets, Net Intangible assets consist of the following: (in millions of euros) Software Customer relationships Other intangible assets TOTAL Year ended December 31, 2022 Year ended December 31, 2021 Accumulated amortization and Impairment Net Gross Accumulated amortization and Impairment €(1,767.2) (1,188.4) (54.2) €(3,009.8) €1,875.6 1,292.0 134.8 €3,302.4 €3,435.7 2,370.0 179.0 €5,984.7 €(1,442.9) (1,037.9) (41.3) €(2,522.1) Gross €3,642.8 2,480.4 189.0 €6,312.2 Net €1,992.8 1,332.1 137.7 €3,462.5 193 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements The changes in the carrying amount of intangible assets as of December 31, 2022 are as follows: (in millions of euros) Software Customer relationships Other intangible assets Total intangible assets NET INTANGIBLE ASSETS AS OF DECEMBER 31, 2021 €1,992.8 €1,332.1 €137.7 €3,462.5 Business combinations Other additions Amortization for the period Exchange differences and other changes NET INTANGIBLE ASSETS AS OF DECEMBER 31, 2022 33.0 15.4 (281.9) 116.3 €1,875.6 ‑ ‑ (119.5) 79.4 €1,292.0 ‑ 0.3 (11.3) 8.1 €134.8 33.0 15.8 (412.7) 203.8 €3,302.4 The changes in the carrying amount of intangible assets as of December 31, 2021 are as follows: (in millions of euros) Software Customer relationships Other intangible assets Total intangible assets NET INTANGIBLE ASSETS AS OF DECEMBER 31, 2020 €2,078.2 €1,337.1 €131.4 €3,546.8 Business combinations Other additions Amortization and impairment for the period* Exchange differences and other changes NET INTANGIBLE ASSETS AS OF DECEMBER 31, 2021 * Including €(2.0) million of software impairment. Note 17 Goodwill 17.1 12.7 (264.2) 148.9 €1,992.8 ‑ ‑ (108.2) 103.2 €1,332.1 ‑ 6.5 (10.7) 10.4 €137.7 17.1 19.2 (383.1) 262.5 €3,462.5 The changes in the carrying amount of goodwill as of December 31, 2022 and 2021 are as follows: (in millions of euros) GOODWILL AS OF JANUARY 1, Business combinations* Exchange differences GOODWILL AS OF DECEMBER 31, Year ended December 31, 2022 2021 €4,712.4 €4,390.5 29.1 229.6 €4,971.1 14.9 307.1 €4,712.4 * In 2022, corresponds mainly to the acquisition of StyleSage and DIOTASOFT. In 2021, was mainly related to the acquisition of Armonica Retail S.r.l. and INTEROPSYS SAS. The Group performed annual impairment tests in the third quarter of 2022 and 2021. For the purpose of the impairment test, the Group identified 12 cash‑generating units (“CGUs”) or groups of CGUs as of December 31, 2022, generally corresponding to the Group’s main software product brands. Each CGU represented the lowest level within the Group at which goodwill is monitored for internal management purposes. Goodwill tested for impairment purposes was allocated to each CGU, or group of CGUs that were expected to benefit from the synergies of the combination. 194 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Goodwill allocated to each CGU or group of CGUs is as follows: (in millions of euros) MEDIDATA SIMULIA CATIA (1) BIOVIA DELMIA (2) SOLIDWORKS ENOVIA (3) CENTRIC PLM GEOVIA Other TOTAL (1) (2) (3) Including 3DS OUTSCALE. Including QUINTIQ. Including NETVIBES and EXALEAD. The recoverable amount of each CGU or group of CGUs has been determined based on a value in use calculation. This calculation uses cash flow projections based on financial budgets covering a five‑ to ten‑year period. The ten‑year period projections are used for activities that have longer development cycles, representing approximately 63% of the Group’s total goodwill as of December 31, 2022. Key assumptions used to determine the value in use of assets are derived from management objectives for revenue growth and operating margin of each CGU. The pre‑tax discount rates are between 10.1% and 11.1% in 2022 and were between 8.1% and 8.9% in 2021. In 2022, like in 2021, cash flows beyond that five or ten‑year period have been extrapolated using a steady growth rate comprised between 2% and 3%. Financial statements Consolidated Financial Statements December 31, 2021 Business combinations Exchange differences December 31, 2022 €2,273.8 585.3 403.0 402.5 265.2 247.7 241.0 133.4 121.2 39.5 €4,712.4 €‑ 0.7 2.5 ‑ 5.6 ‑ ‑ 14.9 ‑ 5.3 €29.1 €140.7 24.7 4.3 24.6 7.2 15.3 6.9 6.2 (0.4) ‑ €229.6 €2,414.5 610.7 409.9 427.1 277.9 263.0 247.9 154.5 120.8 44.8 €4,971.1 At December 31, 2022 and 2021, based on management estimates, the Group concluded that the recoverable amount of each CGU or group of CGUs exceeded its carrying value. Management believes that any reasonable possible change in key assumptions described above on which recoverable amount is based would not cause each CGU or group of CGUs’ carrying amount to exceed its recoverable amount. In particular, an increase of 150 basis points in the pre‑tax discount rate or a decrease of 100 basis points in the long‑term growth rates would not cause the carrying amount of any CGU or group of CGUs to exceed its recoverable amount. Specifically on the matter of climate change, the Group has assessed the risks and opportunities (refer to paragraph 2.5 “Environmental Responsibility” of the Universal registration document) and did not identify at this stage any major impact that could change the outcome of the goodwill impairment tests. 195 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Note 18 Other Liabilities Other liabilities are comprised of the following: (in millions of euros) Value added tax and other taxes Lease liabilities, current Provisions, current (1) Post‑employment benefits (2) Debt on treasury share repurchases (3) Other (4) TOTAL OTHER CURRENT LIABILITIES Lease liabilities, non‑current Uncertainty over Income tax treatments Post‑employment benefits (2) Provisions, non‑current (1) Other (4) TOTAL OTHER NON‑CURRENT LIABILITIES Year ended December 31, 2022 2021 €114.4 83.1 1.5 0.9 ‑ 37.3 €237.2 €497.6 202.9 131.9 18.1 138.8 €989.3 €98.7 83.5 8.7 4.1 238.6 31.4 €464.9 €517.6 191.0 173.3 30.1 87.8 €999.9 (1) Refer to reconciliation of provisions below. (2) Refer to Note 21 Post‑employment Benefits. (3) In 2021, related to the employee shareholding plan “TOGETHER”. These shares, delivered in December 2021, were paid on January 20, 2022, the day of the capital increase related to the TOGETHER plan (refer to Note 7 Share‑based Compensation and Note 22 Shareholders’ Equity). In 2021, includes the put option liability on Centric Softwares Inc.’s minority interests. In 2022, includes the put option liability on Centric Softwares Inc.’s minority interests and Centric Software’s cash‑settled share‑based payment liability. (4) The maturity analysis of undiscounted lease liabilities payments as of December 31, 2022 is as follows: (in millions of euros) Lease liabilities – undiscounted cash flows Total 646.7 Payments due by period Less than 1 year 1 – 3 years 3 – 5 years More than 5 years 107.5 164.0 133.8 241.3 The changes in the carrying value of provisions as of December 31, 2022 are as follows: (in millions of euros) PROVISIONS AS OF DECEMBER 31, 2021 Additions Utilization Reversal of unused amounts Exchange differences and other Business combinations PROVISIONS AS OF DECEMBER 31, 2022 Claims, litigation and other Restructuring Total provisions €37.8 3.1 (9.4) (13.8) 1.1 0.5 €19.2 €1.0 ‑ (0.6) ‑ ‑ ‑ €0.4 €38.8 3.1 (10.0) (13.8) 1.1 0.5 €19.6 Regarding the climate change, the Group has assessed the (refer to paragraph 2.5 “Environmental Responsibility” of the Universal Registration risks and opportunities Document) and has not identified at this stage any significant net risk requiring the recognition of a provision. 196 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements The Group has elected to apply two exemptions provided by IFRS 16 and to recognize as operating rent expense for leases with a lease term no more than 12 months and for leases with underlying asset of low value. The related rents recognized in the consolidated income statement is summarized below: (in millions of euros) Expenses relating to short‑term leases Expenses relating to leases of low‑value assets TOTAL Note 19 Borrowings Borrowings are comprised of the following: (in millions of euros) Bond, current (1) Term loans, current Commercial papers Accrued interest TOTAL BORROWINGS, CURRENT Bonds, non‑current (1) Term loans, non‑current (2) TOTAL BORROWINGS, NON‑CURRENT Year ended December 31, 2022 (4.4) (0.8) (5.3) 2021 (3.4) (0.5) (3.9) Year ended December 31, 2022 2021 €‑ 7.5 249.5 1.7 €258.6 2,737.3 0.1 €2,737.4 €900.0 1.3 ‑ 1.9 €903.3 2,734.5 231.9 €2,966.4 (1) As of December 31, 2022 and 2021, the fair value is €2,405.6 and €3,651.7 million respectively (level 1 of fair value hierarchy). (2) As of December 31, 2021, the fair value is €235.9 million (level 2 of fair value hierarchy). The changes in borrowings as of December 31, 2022 are as follows: (in millions of euros) BORROWINGS AS OF DECEMBER 31, 2021 Issuance Business combination Reimbursement Exchange differences Other changes BORROWINGS AS OF DECEMBER 31, 2022 Bonds Term loans Commercial papers* Accrued interest €3,634.5 ‑ ‑ (900.0) ‑ 2.8 €2,737.3 €233.2 8.3 8.1 (243.9) (0.2) 2.0 €7.5 €‑ 249.5 ‑ ‑ ‑ ‑ €249.5 €1.9 ‑ ‑ ‑ ‑ (0.3) €1.7 Total €3,869.6 257.8 8.1 (1,143.9) (0.2) 4.6 €2,996.0 * The issuance of commercial papers issued with a maximum maturity of three months is presented net of reimbursement. 197 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements The analysis of the borrowings as of December 31, 2022 by currency and nature of rate is as follows: (in millions of euros) Bonds Term loans Commercial papers Accrued interest TOTAL Currency analysis and rate nature Total Euros Other currencies €2,737.3 7.5 249.5 1.7 €2,996.0 €2,737.3 0.2 249.5 1.7 €2,988.6 €‑ 7.4 ‑ ‑ €7.4 Fixed rate €2,737.3 7.5 249.5 1.7 €2,996.0 The table below provides a breakdown of total borrowings by contractual maturity date as of December 31, 2022: (in millions of euros) Bonds Term loans Commercial papers Accrued interest TOTAL Bonds On April 27, 2022, Standard & Poors Global Ratings raised their rating from “A‑” to “A” with Stable outlook for Dassault Systèmes SE and its long‑term debt. Payments due by period Total €2,737.3 7.5 249.5 1.7 €2,996.0 Less than 1 year €‑ 7.5 249.5 1.7 €258.6 1‑5 years 5‑10 years €1,595.0 0.1 ‑ ‑ €1,595.0 €1,142.4 ‑ ‑ ‑ €1,142.4 On September 16, 2019, the Group issued four tranches of fixed rate bonds for a total of €3,650.0 million. This issuance was part of the financing of the acquisition of Medidata Solutions, Inc. completed in October 2019. On September 16, 2022, the Group reimbursed the first tranche of bond for €900.0 million. The conditions of the remaining tranches of bonds are as follows: 2024 2026 2029 The terms and conditions of these bonds are detailed in the transaction note having obtained the AMF visa n° 19‑434 dated September 12, 2019. Term loans In connection with the acquisition of Medidata Solutions, Inc., the Group also subscribed in October 2019 a term loan of €500.0 million bearing interest at Euribor 3 months +0.50% per annum and a term loan of $530.0 million bearing interest at Libor USD 3 months +0.60% per annum. Both loans had a 5‑year term. Nominal amount (in millions of euros) €700.0 900.0 €1,150.0 Carrying amount (in millions of euros) Maturity date €699.0 Sep 16, 2024 896.0 Sep 16, 2026 €1,142.4 Sep 16, 2029 Coupon 0.000% 0.125% 0.375% The Group voluntarily redeemed early the remaining part of these term loans for €100.0 million on January 28, 2022 and $150.0 million on February 28, 2022 (€200.0 million and $150.0 million redeemed on July 2, 2021; €200.0 million and $230.0 million redeemed on October 28, 2020). Commercial papers In July 2022, the Group launched a program of commercial papers (Negotiable EUropean Commercial Paper – NEU CP) with a maximum outstanding amount, authorized by the Board, of €750.0 million. During 2022, the Group issued €650.0 million with a maximum maturity of three months and reimbursed €400.0 million under this program. 198 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Consolidated Financial Statements Line of credit The Group received a financing commitment in the form of a revolving line of credit of €750 million for a period of 5 years from October 28, 2019. In May 2020 and May 2021, the Group exercised its options to extend its term for one year respectively, bringing the new termination date to October 2026. As of December 31, 2022, the line of credit was not drawn down. The Group’s financing contracts do not have commitments such as “covenant ratios” linked to the change in the Group’s rating. A lower credit rating would result in an increase (capped) in the margins applicable to the line of credit; symmetrically, a higher rating would lead to a decrease in the applicable margins (with a floor). Note 20 Derivatives and Currency and Interest Rate Risk Management instruments are The fair market values of derivative determined by financial institutions using option pricing models. All financial instruments were subscribed as part of the Group’s overall hedging strategy and most foreign currency hedging instruments have a maturity of less than 2 years. Management believes that counter‑party risk on financial instruments is minimal since the Group deals with major banks and financial institutions. A description of market risks to which the Group is exposed to is provided in paragraph 1.9.2 “Financial and Market Risks” of the Universal registration document. In 2022, revenue denominated in Japanese yens represented 7.6% of the Group’s total revenue, compared to 8.8% in 2021. Operating expenses denominated in Japanese yens represented 2.7% of the Group’s total operating expenses in 2022 and 3.0% in 2021. The Group’s net operating exposure to Japanese yen amounted to €309.4 million in 2022, or 5.5% of the Group’s total revenue, and this exposure was partly hedged through market instruments at a level of €269.7 million, as further described below. The average value of the Japanese yen against the euro decreased by approximately 6% in 2022, and decreased by approximately 6% in 2021, resulting in a negative impact on the Group’s revenue and operating income both in 2022 and in 2021. Foreign currency risk The Group operates internationally and transacts in various foreign currencies, primarily U.S. dollar and Japanese yen. In 2022, revenue denominated in U.S. dollars represented 50.5% of the Group’s total revenue (47.8% in 2021). Operating expenses denominated in U.S. dollars represented 50.2% of the Group’s total operating expenses in 2022, compared with 48.4% in 2021. The Group’s net operating exposure to U.S. dollar amounted to €671.3 million in 2022, or 11.9% of the Group’s total revenue. The average value of the U.S. dollar increased by approximately 12% against the euro in 2022 and decreased by approximately 3% in 2021, resulting in a positive impact on the Group’s revenue and operating income in 2022 and a negative impact in 2021. With the weights of U.S. dollars and Japanese yens in 2022 as described above, the Group estimates that the sensitivity on the operating income to a variation of +10% and ‑10% in the exchange rate of the euro against the U.S. dollar would have had an impact of €(61.0) and €74.6 million respectively. In addition, the Group estimates that the sensitivity on the operating income to a variation of +10% and ‑10% in the exchange rate of euro against the Japanese yen would have had an impact of €(28.1) and €34.4 million respectively. The table below sets forth, for the year ended December 31, 2022, the values in euros of the Group’s revenue, operating expenses and net position, before and after hedging, denominated in U.S. dollars, Japanese yens and other currencies (principally the euro): (in millions of euros) Revenue Operating expenses NET POSITION Hedge NET POSITION AFTER HEDGE Year ended December 31, 2022 U.S. dollar Japanese yen Euro and other currencies €2,859.9 (2,188.6) €671.3 19.8 €651.5 €429.0 (119.7) €309.4 269.7 €39.7 €2,376.4 (2,054.2) €322.2 70.4 €251.8 Total €5,665.3 (4,362.4) €1,302.9 359.9 €943.0 199 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements The Group usually hedges exchange rate risk related to its revenues and expenses coming from usual and predictable economic activity arising in the normal course of operations. The Group may also cover occasional exchange rate risk arising from specific transactions, such as acquisitions paid for in foreign currencies. Hedging activities are generally carried out by Dassault Systèmes SE for its own account and on behalf of its subsidiaries. To manage currency exposure, the Group generally uses foreign exchange forward contracts. Except those indicated in the table below, the derivative instruments held by the Group are designated as cash flow hedges, with high correlation with the underlying exposure and highly effective in offsetting underlying price movements. The effectiveness of forward contracts and currency options is measured using forward rates and the forward value of the underlying hedged transaction. During 2022 and 2021, the ineffective portion of gains or losses from hedging instruments was nil as per the effectiveness test. At December 31, 2022 and 2021, the fair value of instruments used to manage the currency exposure (excluding the net investment hedge) was as follows: (in millions of euros) Forward exchange contract USD/JPY – sale (1) Forward exchange contract JPY/EUR – sale (1) Forward exchange contract EUR/INR – sale (1) Forward exchange contract USD/INR – sale (1) Forward exchange contract GBP/EUR – sale (1) Forward exchange contract USD/EUR – sale (1) Forward exchange contract CNH/EUR – sale (1) Other instruments (2) Year ended December 31, 2022 Nominal amount Fair value 2021 Nominal amount Fair value €145.8 120.6 70.7 68.7 45.4 41.2 31.6 7.3 €(4.1) 3.6 (2.1) (2.0) 0.8 ‑ (0.5) ‑ €73.8 101.3 36.4 46.7 46.5 18.0 82.4 7.2 €3.7 (0.7) 2.5 1.0 (0.8) ‑ (2.8) ‑ Instruments entered into by the Company to hedge the foreign currency exchange risk of forecasted royalty flows. (1) (2) Mainly derivatives not designated as hedging instruments. Changes in the derivatives’ fair value were recorded in other financial income and expense, net in the consolidated income statement. in 2022 ($150.0 million redeemed The Group also hedged its foreign exchange risk by designating the term loan, in U.S. dollar at variable rate, as a net investment hedge for the acquisition of Medidata Solutions, Inc. in the United States. In 2019, the initial amount hedged was $530.0 million. The Group voluntarily redeemed early the remaining part of its term loan for in $150.0 million 2021 and $230.0 million redeemed in 2020) (refer to Note 19 Borrowings). Losses related to the effective portion of the net investment hedge, which have been recognized directly in equity for €(1.5) million and €(14.8) million in 2022 and 2021 respectively, will be reclassified in the income statement in the event of the disposal of the net investment. During 2022 and 2021, the ineffective portion of gains or losses from hedging instrument was nil as per the effectiveness test (refer to Note 2 Summary of Significant Accounting Policies). Interest rate risk The Group believes that its business and operating income have not been significantly affected by changes in interest rates in 2022. Exposure to interest rate risk, in a context of rising rates, is mainly reflected in an improvement in interest income on cash, cash equivalents, short‑term investments and consequently the financial income, as the Group’s current financing structure relies mainly on fixed rates borrowings. As of December 31, 2022, cash and cash equivalents and short‑term investments totaled €2,769.0 million, including €920.7 million sensitive to fluctuations in interest rates. With all other variables held constant, an increase in interest rates of 100 basis points would have had a positive impact in 2022 of €9.2 million on financial income and a decrease in interest rates of 100 basis points would have had a negative impact of €9.2 million. 200 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements Note 21 Post‑employment Benefits Contributions made to defined contribution plans amount to €51.3 and €43.2 million in 2022 and 2021 respectively. The Group provides defined benefit retirement indemnities to the employees of its French operations. The Group also has certain defined benefit plans in other countries, mainly in Germany and in Japan. In France, defined employee benefits include certain gratifications paid upon anniversary of employment and retirement indemnities that are based upon an individual’s years of credited service and annualized salary at retirement. Retirement indemnity benefits vest and are settled as a lump sum paid to the employee upon the employee’s retirement. for implemented the main French The Group has companies a job and career paths agreement for a period of three years, effective in February 2020. This plan allows eligible employees to retire fully or partially in advance while receiving a replacement income in the form of an allowance and maintain a social protection system. This plan is accounted for as a post‑employment benefit which estimated costs are based on an assumption of expected proportion of employees to enter the plan and are accrued taking into account the employees estimated residual service period. The projected benefit obligation was determined using the prospective method, based on the following assumptions: Assumptions Assumptions used to determine the benefit obligation are as follows: Year ended December 31, 2022 Year ended December 31, 2021 Europe Asia Europe Asia Discount rate Average rate of compensation increase 2.10% – 3.75%* 1.40% – 5.30% 1.50% – 3.50% 2.50% – 5.00% 1.00%* 2.20% – 3.00% 0.70% – 2.80% 2.50% – 5.00% * Except for the job and career paths agreement implemented for French companies. Components of net periodic benefit cost The components of net periodic benefit cost were as follows: (in millions of euros) Service cost Interest cost on benefit obligations Interest income on plan assets Other NET PERIODIC BENEFIT COST Year ended December 31, 2022 2021 €(12.5) (2.2) 0.4 0.5 €(13.8) €(18.3) (1.9) 0.3 0.1 €(19.8) 201 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements Obligations and funded status Changes in benefit obligations and plan assets are as follows: (in millions of euros) Benefit obligations at beginning of year Service cost Interest cost on benefit obligations Remeasurement (1) Benefits paid Exchange rate differences and other changes (2) BENEFIT OBLIGATIONS AT END OF YEAR Fair value of plan assets at beginning of year Employer contribution Interest income and return on plan assets Benefits paid Remeasurement Exchange rate differences and other changes (2) FAIR VALUE OF PLAN ASSETS AT END OF YEAR NET DEFINED BENEFIT LIABILITY Year ended December 31, 2022 2021 €222.2 12.5 2.2 (41.2) (21.1) 7.0 €181.7 44.8 (3.3) 0.4 (3.7) (2.2) 12.9 €48.9 €242.9 18.3 1.9 (4.4) (14.6) (21.9) €222.2 37.7 7.8 0.3 (1.8) 0.8 ‑ €44.8 €(132.8) €(177.4) (1) Remeasurement gains and losses mainly arise from changes in financial assumptions. A decrease of 150 basis points in the discount rates would increase the obligation by (2) €40.3 million. In 2022 and 2021, includes the reclassification in Accrued compensation and other personnel costs for €3.4 million and €13.0 million respectively as part of the job and career paths agreement implemented for French companies. The benefit obligation by geographical location is as follows: Europe Asia TOTAL BENEFIT OBLIGATIONS The fair value of plan assets is fully allocated in Europe. Plan assets The weighted average asset allocations are as follows: Debt instruments Equity instruments Other TOTAL Average duration The average duration of the main entities in each country is as follows: Year ended December 31, 2022 84% 16% 100% 2021 85% 15% 100% Year ended December 31, 2022 88% 6% 7% 100% 2021 79% 12% 8% 100% (in years) 2022 2021 202 France South Korea Japan Germany Switzerland 8.3 10.4 6.1 6.7 6.8 7.2 15.4 15.1 14.5 N/A 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Consolidated Financial Statements Cash flows The Group does not expect to make any additional contributions to the hedge funds related to its pension plans in 2023. The planned payments to the beneficiaries for future periods are presented in the following table: (in millions of euros) 2023 2024 2025 2026 2027 2028‑2032 Total €21.5 16.6 13.5 11.6 12.6 75.9 Note 22 Shareholders’ Equity Shareholders’ equity activity As of December 31, 2022, Dassault Systèmes SE had 1,335,039,708 common shares issued with a nominal value of €0.10 per share. The General Meeting of Shareholders held on May 26, 2021 decided to split the par value of the Dassault Systèmes’ share by five. The Board of Directors held on the same day decided that the share split be effective on July 7, 2021. As part of the employee shareholding plan “TOGETHER” launched in 2021, Dassault Systèmes SE carried out a capital increase of 4.3 million shares on January 20, 2022 for a total of 198.6 million euros, including share premium. In order to neutralize the dilutive effect for shareholders, the Board of Directors of March 15, 2022 decided to reduce the capital by the same number of shares by treasury shares cancellation. Changes in shares outstanding are as follows: (in number of shares) SHARES ISSUED AS OF JANUARY 1, Capital increase related to TOGETHER Capital decrease Exercise of stock options SHARES ISSUED AS OF DECEMBER 31, Treasury stock as of December 31, SHARES OUTSTANDING AS OF DECEMBER 31, Year ended December 31, 2022* 2021* 1,332,716,653 1,325,681,185 4,305,050 (4,305,050) 2,323,055 1,335,039,708 ‑ ‑ 7,035,468 1,332,716,653 (21,116,225) 1,313,923,483 (22,554,315) 1,310,162,338 * Presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021. The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its capital market access and for the purpose of increasing the profitability of shareholders’ equity and earnings per share. The Company manages its capital structure and adjusts it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during 2022 and 2021. Dividend rights Dassault Systèmes SE is required to maintain a legal reserve equal to 10% of the aggregate nominal value of its issued share capital. The legal reserve balance was €13.3 million as of December 31, 2022 and 2021, and represents a component of retained earnings in the consolidated balance sheet. The legal reserve is distributable only upon the liquidation of Dassault Systèmes SE. Distributable profit, consisting of net income of the year increased by retained earnings from prior years and after deduction for legal reserve when required, is available for distribution to shareholders of the Group as dividends. Allocation of this profit is subject to approval by the General Meeting of Shareholders following recommendations by the Board of Directors. The May 2022 and May 2021 Shareholders’ Meetings have decided to distribute dividends, fully in cash, for respectively €223.5 million and €147.1 million in 2022 and in 2021. 203 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Dividends per share were €0.17 and €0.11 for 2021 and 2020, respectively (presented in order to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021). The Group has been engaged in a liquidity agreement with broker Oddo BHF SCA since 2015. 3,375,777 shares were acquired during the year 2022, at an average price of €37.03, and 2,876,976 were sold, at an average price of €37.23. No dividend was paid to non‑controlling interest in 2022 and 2021. Stock repurchase programs The General Meeting of Shareholders of May 19, 2022 authorized the Board of Directors to implement a share repurchase program limited to 20,000,000 of Dassault Systèmes’ shares. Under this authorization, the Company may not buy shares above a maximum annual aggregate amount of €1 billion. Furthermore, the Group also signed with Société Générale several share repurchase agreements. Under an agreement signed on December 10, 2021 for a period covering from December 13, 2021 to February 3, 2022, 3,469,249 shares were repurchased during the year 2022, at an average price of €46.31. Under an agreement signed on June 10, 2022 for the period from June 13, 2022 to June 17, 2022, 1,000,000 shares were repurchased, at an average price of €33.85. An agreement was signed on December 9, 2022, covering from January 2, 2023 to February 2, 2023. Components of other comprehensive income (in millions of euros) HEDGING RESERVES: Gains (Losses) arising during the year Less: Gains reclassified to the income statement Note 23 Consolidated Statements of Cash Flows Adjustments for non‑cash items consist of the following: (in millions of euros) Depreciation and impairment of property and equipment Amortization and impairment of intangible assets Non‑cash share‑based compensation expense Deferred taxes Other* ADJUSTMENTS FOR NON‑CASH ITEMS Year ended December 31, 2022 2021 €10.0 19.6 €(9.6) €(8.5) 8.1 €(16.6) Year ended December 31, Note 2022 2021 14 16 6, 7 10 €198.1 412.7 166.7 (244.6) 144.6 €677.6 €193.5 383.1 171.6 (96.8) 53.6 €705.1 * In 2022 mainly includes the tax expense representing the loss of the amounts paid to the French tax administration (refer to Note 10 Income taxes) and provisions for tax risks impact; and 2021 includes provisions for tax risks impact (refer to Note 18 Other liabilities). 204 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Changes in operating assets and liabilities consist of the following: (in millions of euros) (Increase) in trade accounts receivable and contract assets Increase in accounts payable (Decrease) increase in accrued compensation Increase in income tax payable Increase in contract liabilities Changes in other assets and liabilities CHANGES IN OPERATING ASSETS AND LIABILITIES Other information: Financial statements Consolidated Financial Statements Year ended December 31, 2022 2021 €(263.8) 18.3 (17.9) 44.8 189.0 (53.0) €(82.6) €(47.2) 12.4 57.2 69.5 63.1 (20.7) €134.3 Payment for acquisition of businesses, net of cash acquired is mainly related to StyleSage and DIOTASOFT in 2022, and INTEROPSYS SAS (“Iterop”) and Armonica Retail S.r.l. in 2021. Note 24 Commitments and Contingencies Litigation and other proceedings The Group is involved in litigation and other proceedings, such as civil, commercial and tax proceedings, incidental to normal operations. It is not possible to determine with certainty the outcome of the dispute and notably the resulting expense for the Group, if any. However, in the opinion of management, after consultation with its lawyers and advisers, the resolution of such litigation and proceedings should not have a material effect on the consolidated financial statements of the Group. In December 2019, the Group signed a lease contract for an additional building for its Vélizy‑Villacoublay campus of approximately 28,000 square meters of office space, for a fixed term of 10 years, starting from its scheduled delivery in the second quarter of 2023. The minimum future lease payments over the lease term amount to approximately €81.1 million. In accordance with IFRS 16, the right‑of‑use assets and the lease liabilities will be recognized upon the delivery of the new offices. Future lease commitments Bank guarantees In November 2022, the Group signed a new lease contract for an office building in Paris, for a fixed term of 12 years, starting from its scheduled delivery in the fourth quarter of 2023. The minimum future lease payments over the lease term amount to approximately €42.4 million. The Group has a central cash management operated through a banking institution. In this context, the Group offered a guarantee to the bank in an amount of $500 million. All commitments of the bank are guaranteed by its parent company. 205 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Note 25 Related‑Party Transactions Compensation of key management personnel The table below summarizes compensation granted to the members of the Group’s Executive team and to the Chairman of the Board of Directors in 2022 and 2021: (in millions of euros) Short‑term benefits (1) Share‑based compensation (2) COMPENSATION OF KEY MANAGEMENT PERSONNEL Year ended December 31, 2022 €11.9 65.1 €77.0 2021 €11.2 46.5 €57.8 Including gross salaries, bonus, incentives, profit‑sharing, directors’ fees and fringe benefits paid. (1) (2) Expense recorded in the income statement for share‑based compensation. In 2021, includes the expense related to the amendment of the rules of the 2019‑A, 2019‑B and 2019‑A2 performance shares plans (refer to Note 7 Share‑based Compensation). In certain circumstances, the Group Chief Executive Officer is entitled to an indemnity payment upon the termination of his functions as Chief Executive Officer. The amount of the indemnity due would be equivalent to a maximum of two years of compensation as Chief Executive Officer and would depend on satisfying the performance conditions established for calculating his variable compensation. Other transactions with related parties Dassault Systèmes SE has a normal parent‑company relationship with its subsidiaries. The main characteristics of this relationship are presented in Dassault Systèmes SE’s financial statements, in chapter 4.2. Dassault Systèmes SE licenses its products for internal use to Dassault Aviation SA, a sister company to the Company. The Chairman of Dassault Systèmes SE is the Chairman of Groupe Industriel Marcel Dassault SAS, which controls Dassault Aviation SA. Dassault Aviation SA and its subsidiaries are granted licenses on the Company’s products under commercial terms consistent with those granted to the Company’s other customers of similar size. These licenses generated €32.7 million and €25.2 million of software revenue for the years ended December 31, 2022 and 2021, respectively. Such activity generated service revenues of €8.8 million and €12.0 million in the years ended December 31, 2022 and 2021, respectively. The balances of trade accounts receivable with Dassault Aviation SA and its subsidiaries were €16.0 million, and €15.6 million at December 31, 2022 and 2021, respectively. Note 26 Principal Statutory Auditors’ Fees and Services The mandate as a principal Statutory Auditor of Ernst & Young et Autres, which began on May 27, 2010 and was renewed on May 26, 2016, has expired on May 19, 2022. The General Meeting of May 19, 2022 decided to appoint KPMG S.A. as a principal Statutory Auditor, having reviewed the report of the Board of Directors, for a period of six fiscal years or until the General Meeting of Shareholders which will approve the financial statements for the fiscal year ended December 31, 2027. 206 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements The following table presents the amount of fees paid to each of the Group’s principal Statutory Auditors in 2022 and 2021: (in millions of euros, excluding VAT) 2022 2021 2022 2021 2022 2021 2022 2021 PricewaterhouseCoopers Audit KPMG (2022)/EY (2021) Amount % Amount % Certification of accounts Audit opinion, review of statutory and consolidated financial statements (1): – issuer – other consolidated subsidiaries SUBTOTAL Other services Other audit‑related services (2): – issuer – other consolidated subsidiaries Other services (legal, tax, social) (3): – issuer – other consolidated subsidiaries SUBTOTAL €0.5 1.7 2.3 ‑ ‑ 0.1 0.9 1.0 €0.7 1.7 2.4 ‑ ‑ 0.1 0.5 0.7 16% 53% 69% ‑ ‑ 4% 26% 31% 23% 55% 78% ‑ ‑ 4% 18% 22% €0.5 0.8 1.3 ‑ ‑ ‑ 0.6 0.6 €0.4 0.9 1.3 ‑ ‑ 0.1 0.1 0.1 26% 44% 70% ‑ ‑ 0% 30% 30% 30% 61% 91% ‑ ‑ 5% 4% 9% TOTAL €3.3 €3.0 100% 100% €1.9 €1.4 100% 100% (1) Audit opinion, review of statutory and consolidated financial statements for the years ended December 31, 2022 and 2021 include the Group audit, statutory audits, consents, attest services of Dassault Systèmes SE’s and its subsidiaries’ financial statements, and services provided in connection with documents filed with the AMF. (2) Audit‑related fees generally consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Group’s financial statements and include due diligence services related to acquisitions, consultations concerning financial accounting and reporting standards, and attestation services not required by statute or regulation. (3) Fees billed by members of the Statutory Auditors’ respective networks to consolidated subsidiaries are related to the support in the execution of software licensing reviews and to local and international tax compliance services, including the review of tax returns and tax services regarding statutory, regulatory or administrative developments and expatriate tax assistance and compliance. 207 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Consolidated Financial Statements Note 27 Principal Dassault Systèmes Companies Dassault Systèmes SE’s principal subsidiaries included in the scope of consolidation as of December 31, 2022 are as follows: Country Consolidated companies % of Interest Dassault Data Services SAS Outscale SAS Dassault Systèmes Deutschland GmbH Dassault Systèmes 3DExcite GmbH Dassault Systèmes B.V. Dassault Systèmes Italia Srl Dassault Systèmes AB Dassault Systèmes (Suisse) SA Dassault Systemes España S.L.U France France Germany Germany Netherlands Italy Sweden Switzerland Spain United Kingdom Dassault Systèmes UK Limited United Kingdom MDSOL Europe Limited Canada United States United States United States United States United States United States United States United States United States United States China China India India South Korea Japan Japan Singapore Australia Malaysia Dassault Systèmes Canada Inc. Centric Software, Inc. Dassault Systèmes Americas Corp. Dassault Systèmes Corp. Dassault Systèmes Simulia Corp. Dassault Systèmes SolidWorks Corporation Medidata Solutions, Inc. No Magic, Inc. Spatial Corp. DS Government Solutions Corp. Dassault Systemes 3DExcite Corp. Dassault Systèmes (Shanghai) Information Technology Co., Ltd. Medidata Information Technology (Shanghai) Co., Ltd. Dassault Systèmes Solutions Lab Private Limited Dassault Systèmes India Private Limited Dassault Systèmes Korea Corp. Dassault Systèmes K.K. SolidWorks Japan K.K. Dassault Systèmes Singapore Pte. Ltd. Dassault Systèmes Australia Pty Ltd Dassault Systèmes Innovation Technologies Malaysia Sdn.Bhd 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 93.6% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 208 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements 4.1.2 Statutory Auditors’ Report on the Consolidated Financial Statements This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report includes information specifically required by European regulations or French law, such as information about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, Opinion In compliance with the engagement entrusted to us by your Shareholders’ Meetings, we have audited the accompanying consolidated financial statements of Dassault Systèmes S.E. for the year ended December 31, 2022. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group at December 31, 2022 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for opinion Audit framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements” section of our report. Independence We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors for the period from January 1, 2022 to the date of our report, and, in particular, we did not provide any non‑audit services prohibited by Article 5 (1) of Regulation (EU) No. 537/2014. Justification of assessments – Key audit matters In accordance with the requirements of Articles L. 823‑9 and R. 823‑7 of the French Commercial Code relating to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our professional judgment, were the most significant in our audit of the consolidated financial statements, as well as how we addressed those risks. These matters were addressed as part of our audit of the consolidated financial statements as a whole, and therefore contributed to the opinion we formed as expressed above. We do not provide a separate opinion on specific items of the consolidated financial statements. Recognition of revenue from contractual arrangements with multiple performance obligations Description of risk The Group’s revenue is derived from multiple sources, chief among them licenses, subscriptions, support and services, and is recognized in accordance with the methods described in the section entitled “Revenue recognition” of Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements. Where contractual arrangements include multiple goods or services sold as a single package, determining the separate performance obligations as well as the allocation of the transaction price and how revenue should be allocated between the various performance obligations can be difficult and can require a significant degree of judgment from management: — The revenue for each element of these contractual arrangements including multiple performance obligations is allocated to each distinct performance obligation based on their stand‑alone selling price. With respect to perpetual software licenses only sold bundled with one year of support, the stand‑alone selling price is determined using the residual approach. 209 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements Allocating revenue between the various performance obligations requires analyses by management and, potentially, adjustments, both of which can be complex; — In addition, when a software license sale is combined with a service deemed essential to the functionality of the software, the two performance obligations (software and service) are not distinct. Therefore, the license revenue is recognized as and when the service obligation is recognized. Determining whether or not a service is essential to the functionality of a product requires significant judgment from management, as does analyzing the potential future profits to be gained from the corresponding long‑term contract; — Moreover, recognizing revenue from these arrangements typically requires an in‑depth analysis of contractual terms with a view to ascertaining the full scope and nature of the goods or services the Company has committed to providing. For the above reasons, we deemed the recognition of revenue from contractual arrangements with multiple performance obligations to be a key audit matter. How our audit addressed this risk As part of our audit, we gained an understanding of internal control systems relating to the recognition of revenue that were implemented by the Group and tested the design and implementation of controls relating to these systems that we considered to be the most relevant. Our approach also took into account the information systems used in recognizing revenue, by testing, with the assistance of our IT specialists, the effectiveness of the automatic controls for systems impacting revenue recognition. In addition, we reviewed the contractual arrangements with multiple performance obligations that were considered significant and other randomly selected contracts to assess whether management’s judgments regarding the determination of the various performance obligations, the allocation of the transaction price to the individual performance obligations, and the method of revenue recognition for each distinct performance obligation were consistent with the accounting policies applied by the Group. Our work consisted primarily in reviewing the contractual terms and conditions, analyzing the essentiality criteria for services associated with software sales, re‑calculating the stand‑alone selling price of each element tested, and verifying the consistency of revenue recognition with the Group’s accounting policies and IFRS as adopted by the European Union. We also analyzed the consistency of all significant manual accounting entries affecting revenue from these contracts with the Group’s accounting policies. Lastly, we analyzed the appropriateness of the related disclosures provided in Note 2 “Summary of Significant Accounting Policies” and Note 4 “Software Revenue” to the consolidated financial statements. Annual impairment testing of goodwill and non‑current intangible assets Description of risk At December 31, 2022, the Group’s non‑current assets included goodwill for €4,971.1 million, software for €1,875.6 million and customer relationships for €1,292.0 million. These amounts mainly derive from business combinations. As described in the section entitled “Business combinations and goodwill” of Note 2 “Summary of Significant Accounting Policies” and Note 17 “Goodwill” to the consolidated financial statements, the Group performs an impairment test whenever an indication of impairment is identified and at least once a year. These tests are performed at the level of each cash‑generating unit (CGU) or group of CGUs, generally corresponding to a software product brand. The recoverable amount is determined on the basis of value in use using cash flow forecasts based on financial budgets over a period of five to ten years. Given (i) the materiality of the amounts in question in the Group’s financial statements and (ii) the measurement methods used in acquisitions and in annual impairment tests, which rely in particular on projected future cash flows, we deemed the measurement of non‑current assets to be a key audit matter. In order to implement the aforementioned measurement methods, management must rely on assumptions and make estimates. Regarding the specific matter of recently acquired companies, the degree of judgment required by management in projecting future cash flows is even more significant as projections cannot necessarily be compared with historical data from these companies. How our audit addressed this risk Our procedures consisted in taking note of the measurement methods applied by the Group as well as assessing the reasonableness of the main assumptions and estimates used, particularly in terms of future cash flows, long‑term growth rates and discount rates. In addition, with the assistance of our valuation experts, we carried out our own sensitivity analyses to supplement our assessment of the key assumptions and inputs used. Lastly, we analyzed the appropriateness of the disclosures presented in Note 2 “Summary of Significant Accounting Policies”, Note 16 “Intangible Assets, Net” and Note 17 “Goodwill” to the consolidated financial statements. 210 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements Tax risks Description of risk The Group carries out its business activities in many countries and must therefore abide by multiple different laws and regulations. This is particularly the case for tax regulations, which can be a source of risk for the Group in terms of how they are applied and may lead to tax disputes. As indicated in the paragraphs “Use of estimates” and “Provisions” in Note 2 to the consolidated financial statements, at the end of each reporting period, the Group makes a reasonable estimate of the ultimate resolution of tax uncertainties, based on tax laws and their interpretation. Where a risk in terms of how the local tax rules should be applied is identified, the Group measures and records a provision for tax risk if an outflow of resources appears likely. Conversely, when it makes a payment further to a disputed tax reassessment and where it deems its position in that dispute to be technically justified, the Group simultaneously records a tax credit for the refund it will likely receive. As indicated in Note 10 “Income Taxes” to the consolidated financial statements, in respect of recent significant tax disputes, the Group made payments totaling €144.9 million to the French tax authorities between 2014 and 2020, in respect of tax reassessments relating to the financing of acquisitions. These payments were contested by the Group and were recorded as Other non‑current assets as of December 31, 2021. On May 31, 2022, the Conseil d’Etat handed down two unfavorable decisions in the context of the appeal filed by the Group with the Court of Cassation. As a result, a tax expense representing the loss of the amounts paid to the French tax authorities was recognized in the amount of €144.9 million. Given (i) the materiality of the ongoing tax disputes that could potentially have an impact on the Group’s profit and (ii) the complex technical analyses required for their assessment, we deemed the assessment of tax risks to be a key audit matter. These analyses are specific to each tax jurisdiction and require a significant degree of judgment from management. Moreover, they are ultimately subject to a final decision from the local tax authorities concerned. How our audit addressed this risk With guidance from experts in international and French tax law, we analyzed the main grounds for the significant reassessment issued by the local tax authorities against the Group, as well as the judgments made by management with respect to tax risks and disputes deemed significant. For the most significant tax disputes, we assessed the consistency of the assumptions made by the Group in estimating the risk with the documentation relating to these disputes. We also assessed the consistency of the tax provisions with the Group’s accounting policies and IFRS as adopted by the European Union. With regard to the above‑mentioned dispute on the reassessments relating to the acquisition financing, we familiarized ourselves with the unfavorable decisions of the Conseil d’Etat of May 31, 2022 and verified the correct recognition of their impacts on the Group’s financial statements. Lastly, we assessed the appropriateness of the disclosures presented in Note 10 “Income Taxes” and Note 15 “Other Non‑ Current Assets” to the consolidated financial statements. Specific verifications As required by legal and regulatory provisions and in accordance with professional standards applicable in France, we have also verified the information pertaining to the Group presented in the Board of Directors’ management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. We attest that the information pertaining to the Group provided in the management report comprises the consolidated non‑financial information statement required under Article L. 225‑102‑1 of the French Commercial Code. However, in accordance with Article L. 823‑10 of the French Commercial Code, we have not verified the fair presentation and consistency with the consolidated financial statements of the information given in that statement, which will be the subject of a report by an independent third party. Other verifications and information pursuant to legal and regulatory requirements Presentation of the consolidated financial statements to be included in the annual financial report In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated financial statements presented according to the European single electronic reporting format, we have verified that the presentation of the consolidated financial statements to be included in the annual financial report referred to in paragraph I of Article L. 451‑1‑2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the Chairman & Chief Executive Officer’s responsibility, complies with this format, as defined by European Delegated Regulation No. 2019/815 of December 17, 2018. As it relates to the consolidated financial statements, our work included verifying that the markups in the financial statements comply with the format defined by the aforementioned Regulation. 211 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Consolidated Financial Statements On the basis of our work, we conclude that the presentation of the consolidated financial statements to be included in the annual financial report complies, in all material respects, with the European single electronic reporting format. Due to the technical limitations inherent in the macro‑tagging of the consolidated financial statements in accordance with the single European electronic reporting format, the content of certain tags in the notes may not be rendered identically to the consolidated financial statements attached to this report. In addition, it is not our responsibility to ensure that the consolidated financial statements to be included by the Company in the annual financial report filed with the AMF correspond to those on which we carried out our work. Appointment of the Statutory Auditors We were appointed Statutory Auditors of Dassault Systèmes S.E. by the General Meeting of Shareholders held on June 8, 2005 for PricewaterhouseCoopers Audit and on May 19, 2022 for KPMG. At December 31, 2022, PricewaterhouseCoopers Audit and KPMG S.A. were in the eighteenth and the first consecutive year of their engagement, respectively. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for preparing consolidated financial statements giving a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and for implementing the internal control procedures it deems necessary for the preparation of consolidated financial statements that are free of material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless it expects to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures. The consolidated financial statements were approved by the Board of Directors. Responsibilities of the Statutory Auditors relating to the audit of the consolidated financial statements Objective and audit approach Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions taken by users on the basis of these consolidated financial statements. As specified in Article L. 823‑10‑1 of the French Commercial Code, our audit does not include assurance on the viability or quality of the Company’s management. As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional judgment throughout the audit. They also: — identify and assess the risks of material misstatement in the consolidated financial statements, whether due to fraud or error, design and perform audit procedures in response to those risks, and obtain audit evidence considered to be sufficient and appropriate to provide a basis for their opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; — obtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; — evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management and the related disclosures in the notes to the consolidated financial statements; — assess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors conclude that a material uncertainty exists, they are required to draw attention in the 212 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Consolidated Financial Statements audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion; — evaluate the overall presentation of the consolidated financial statements and assess whether these statements represent the underlying transactions and events in a manner that achieves fair presentation; — obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The Statutory Auditors are responsible for the management, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed thereon. Report to the Audit Committee We submit a report to the Audit Committee, which includes, in particular, a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified regarding the accounting and financial reporting procedures. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were the most significant in the audit of the consolidated financial statements and which constitute the key audit matters that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No 537/2014, confirming our independence within the meaning of the rules applicable in France, as defined in particular in Articles L. 822‑10 to L. 822‑14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee. The Statutory Auditors Paris La Défense and Neuilly‑sur‑Seine, March 15, 2023 KPMG S.A PricewaterhouseCoopers Audit Jacques Pierre Partner Xavier Niffle Partner Thierry Leroux Partner 213 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements 4.2 Parent company financial statements — the increase of other expenses driven by the growth of the royalties owned by subsidiaries for sales made by the Company. The operating income therefore increased 26.9% from €397.9 million in 2021 to €504.7 million in 2022. The 2022 financial income amounted to €624.5 million, compared with €214.7 million in 2021 in relation with higher dividends received from the subsidiaries based on their 2021 results which contributed to finance the first tranche of bonds. income and loss amounted to a Exceptional loss of €135.1 million in 2022 compared to one of €81.7 million in 2021 primarily reflecting penalties and interests expensed in 2022 as the consequence of unfavorable decisions rendered by the French Supreme Court (Conseil d’Etat) on litigations with the tax administration. Those decisions also drove the income tax expense increase to €132.9 million from €33.6 million in 2021. The net income rose to €781.9 million in 2022 from €431.3 million in 2021. Cash and cash equivalents and marketable securities amounted to €841.6 million, compared with €1,172.5 million on December 31, 2021. The annual financial statements of the entity Dassault Systèmes SE present the financial situation and performance of the parent company without including the accounts of the Group’s subsidiaries. The annual financial statements for the year ended December 31, 2022 prepared in accordance with the current French accounting rules. The operating revenue increased 15.7% principally driven by royalties earned from the Group, also benefiting from favorable exchange rates, for sales of technologies owned by the Company, by subscription and support revenue and intra‑group recharges of shared costs. They amount to €2 160,4 million compared to €1 866,8 million in 2021. More precisely, software revenue amount to €1 590,5 million in 2022 against €1,382.0 million in 2021, reflecting 15,1% growth. The export revenue amounted to €1,740.5 million and represented 81.5% of revenue. Operating expenses increased 12.7% to €1,655.7 million in 2022, from €1,468.9 million in 2021. The main drivers were as follows: — the increase of other purchases and external expenses reflecting principally higher expenses related to IT services in connection with the growth of cloud hosting service activities, subcontracting and travel; — the growth of personnel costs resulting from the net hirings and the salary evolution; 214 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements 4.2.1 Parent company financial statements and notes Statement of income (in millions of euros) OPERATING REVENUE Revenue Of which exports Other revenue OPERATING EXPENSE Other purchases and external expenses Taxes, duties and similar payments Personnel Costs Depreciation, amortization and provisions Other operating expense OPERATING INCOME FINANCIAL INCOME, NET CURRENT INCOME EXCEPTIONAL INCOME/(LOSS), NET EMPLOYEE PROFIT‑SHARING INCOME TAX EXPENSE NET INCOME Year ended December 31, Note 2022 2021 3 2,160.4 1,866.8 2,135.9 1,740.5 24.5 (1,655.7) 1,839.8 1,507.7 27.0 (1,468.9) 4 5 6 7 (646.8) (30.0) (606.3) (76.1) (296.5) 504.7 624.5 1,129.2 (135.1) (79.4) (132.9) 781.9 (542.9) (29.0) (571.8) (81.8) (243.5) 397.9 214.7 612.5 (81.7) (66.0) (33.6) 431.3 215 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Parent company financial statements Balance sheet (in millions of euros) Assets NON‑CURRENT ASSETS NET Intangible Assets Property and Equipment Non‑current Financial Assets CURRENT ASSETS NET Receivables Marketable Securities Treasury Shares Cash and cash equivalents PREPAID EXPENSES DEFERRED EXPENSES, BOND ISSUE AND REDEMPTION PREMIUMS FOREIGN CURRENCY TRANSLATION ADJUSTMENT Year ended December 31, Note 2022 2021 10 11 12 13 14 14 14 20 17 7,392.7 302.8 55.3 7,034.6 2,149.1 616.3 830.0 691.2 11.6 122.8 13.9 3.0 7,578.0 272.2 51.7 7,254.0 2,447.5 772.8 686.5 502.3 486.0 94.3 18.4 1.4 TOTAL ASSETS 9,681.5 10,139.5 (in millions of euros) Liabilities and equity SHAREHOLDERS’ EQUITY Capital Share and contribution premiums Reserves Retained earnings Income for the fiscal year Regulated provisions PROVISIONS FOR CONTINGENCIES AND LOSSES FINANCIAL LIABILITIES TRADE PAYABLES UNEARNED REVENUE FOREIGN CURRENCY TRANSLATION ADJUSTMENT TOTAL LIABILITIES AND EQUITY Year ended December 31, Note 2022 2021 15 5,277.2 4,698.4 133.5 1,399.9 13.5 2,945.6 781.9 2.9 578.5 3,020.3 680.4 122.3 2.7 133.3 1,379.6 13.4 2,738.0 431.3 2.9 584.9 3,907.2 836.7 107.7 4.5 9,681.5 10,139.5 16 17 19 20 216 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Parent company financial statements Notes to the annual financial statements for years ended December 31, 2022 and 2021 Note 1 Description of Business and Key Events of the Year 218 Note 13 Receivables Note 14 Treasury Note 2 Summary of Significant Accounting Policies 219 Note 15 Shareholders’ Equity 228 229 230 Note 3 Operating Revenue 222 Note 16 Provisions for Contingencies and Losses 232 Note 4 Personnel Costs 223 Note 17 Financial Liabilities 233 Note 5 Financial Income, Net 224 Note 18 Elements Concerning Related Companies 234 Note 6 Exceptional Income/Loss 224 Note 19 Trade Payables 235 Note 7 Income Tax 224 Note 20 Prepaid Expenses and Unearned Revenue 235 Note 8 Performance Shares 225 Note 21 Financial Commitments 236 Note 9 Research and Development Expense 227 Note 22 Other Commitments and Contingencies 237 Note 10 Intangible Assets 227 Note 23 Additional Information Note 11 Property and Equipment 227 Note 24 Information Relating to Subsidiaries and Shareholdings Note 12 Non‑Current Financial Assets 228 238 238 217 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements Note 1 Description of Business and Key Events of the Year Key Events of the Year Employee shareholding The Company launched in 2021 an employee shareholding plan: “TOGETHER”. This plan allows employees, in most countries, to subscribe to a leveraged shareholding plan with a discounted preferential rate of 15% compared to the arithmetic average of the price of the Dassault Systèmes share weighted by the volumes traded on the Euronext market during the 20 sessions preceding the date on which the subscription price is fixed. The subscription price has thus been fixed at €46.14 on December 3, 2021 (after the five‑for‑one share split on Dassault Systèmes’ share). Once subscriptions are made, no period of service is required. The shares must be kept for a period of five years (three years in the United States), except for cases of early release covered by plan rule. The plan was finalized on January 20, 2022, with the related capital increase of Dassault Systèmes SE. In order to neutralize the dilutive effect of this plan, the Company repurchased late 2021 some treasury shares; almost all of which have been cancelled on March 15, 2022 (refer to Note 15 Shareholders’ Equity). Mergers As part of its program to simplify the organization of its legal entities throughout the world, Dassault Systèmes SE carried out the merger operation through Universal Transmission of Assets (TUP) of INTEROPSYS SAS on May 3, 2022 (refer to Note 12 Non Current Financial Assets). Tax litigation to the French The Company made payments tax administration for a total amount of €144.9 million from 2014 to 2020, in relation to tax audits regarding financing of acquisitions, and disputed such payments with the relevant authorities. As of December 31, 2021, these payments were recorded as Receivables, as the Company was confident in the solid grounds for its claims and the perspective of a refund. On May 31, 2022, the French Supreme Court (Conseil d’Etat) rendered two unfavorable decisions concerning the appeal lodged by the Company. Consequently, the Company recorded an expense representing the loss of the amounts paid to the French tax administration, for a total of €144.9 million (refer to Note 6 Exceptional Income/Loss and Note 7 Income Tax). Description of business SE software Systèmes (“the Company”) solutions and provides Dassault services: broad end‑to‑end its platform‑based virtual twin experiences combine design, simulation, digital mock‑up, data intelligence and collaborative innovation to support companies in the three sectors it serves, namely Manufacturing Industries, Life Sciences & Healthcare, and Infrastructure & Cities. These three sectors comprise eleven industries: — Manufacturing Industries: Transportation & Mobility; Aerospace & Defense; Marine & Offshore; Industrial Equipment; High‑Tech; Home & Lifestyle; Consumer Packaged Goods & Retail. In Manufacturing Industries, Dassault Systèmes help customers virtualize their operations, improve data sharing and collaboration across their organization, reducing costs and time‑to‑market, and becoming more sustainable; — Life Sciences & Healthcare: Life Sciences & Healthcare. In this sector, the Group aims to address the entire cycle of the patient journey to lead the way toward precision medicine. To reach the broader healthcare ecosystem from Research to commercial, the Company’s solutions connect all elements from molecule development to prevention to care, and combine new therapeutics, med practices, and med‑tech; — Infrastructure & Cities: Infrastructure, Energy & Materials; Architecture, Engineering & Construction; Cities, Public & Business Services. In Infrastructure & Cities, the Company supports the virtualization of the sector in making the construction industry more efficient and sustainable. Dassault Systèmes SE (LEI code: 96950065LBWY0APQIM86) is a European company (Societas Europaea) incorporated under the laws of France on June 9, 1981 for a 99‑year term starting on the date of its registration, until August 4, 2080. The Company’s registered office is located at 10, rue Marcel Dassault, 78140 Vélizy‑ Villacoublay, France. The Dassault Systèmes SE shares are listed in France on Euronext Paris and Groupe Industriel Marcel Dassault (GIMD) is the main shareholder, refer to paragraph 6.3.2 “Controlling Shareholder” of the Universal registration document. These annual financial statements were established under the responsibility of the Board of Directors on March 14, 2023. 218 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements As previously disclosed, following the decision of the Court of Appeal in relation to this dispute during the second quarter of 2019, the Company lodged an Appeal in Cassation before the Supreme Court (Conseil d’Etat) in June 2019. On September 9, 2020, the Supreme Court (Conseil d’Etat) denied the Court of Appeal decision and referred the litigation to a new Chamber of the Court of Appeal. In April 2021, the Court of Appeal adopted a new argument, based on the scope of article 145 of the General Tax Code, to reject the Company’s position. The Company disagreed with the Court of Appeal’s analysis, and, as a result, lodged a new Appeal in Cassation before the Supreme Court (Conseil d’Etat). The High Court accepted the lodging in December 2021. and $150.0 million on February 28, 2022 (€200.0 million and $150.0 million redeemed on July 2, 2021; €200.0 million and $230.0 million redeemed on October 28, 2020). Commercial papers July 2022, the Company In launched a program of commercial papers (Negotiable EUropean Commercial Paper – NEU CP) with a maximum outstanding amount, authorized by the Board, of €750.0 million. During 2022, the Company issued €650.0 million of commercial papers, with a maximum maturity of three months, and reimbursed €400.0 million under this program. Term loans Bonds In connection with the acquisition of Medidata Solutions, Inc., the Company also subscribed in October 2019 a term loan of €500.0 million bearing interest at Euribor 3 months +0.50% per annum and a term loan of $530.0 million bearing interest at Libor USD 3 months +0.60% per annum. Both loans had a 5‑year term. The Company voluntarily redeemed early the remaining part of these term loans for €100.0 million on January 28, 2022 On September 16, 2019, the Company issued four tranches of fixed rate bonds for a total of €3,650.0 million. This issuance was part of the financing of the acquisition of Medidata Solutions, Inc. completed in October 2019. On September 16, 2022, the Company reimbursed the first tranche of bond for €900.0 million (refer to Note 5 Financial Income, Net and Note 17 Financial Liabilities). Note 2 Summary of Significant Accounting Policies The financial year lasts for 12 months from January 1 to December 31. The annual financial statements for the fiscal year ended in December 31, 2022 are prepared and presented accordance with the rule ANC n° 2014‑03 related to the French General Chart of Accounts (PCG). New standards and recommendations effective January 1, 2022 have no significant impact on the annual financial statements. In particular, the annual financial statements prepared in accordance with the principle of prudence, the principle of continuity of accounting methods from one year to the next, the independence of financial years, and under the going concern assumption. Assets and liabilities are initially recorded at historical cost. Significant accounting polices applied are as follows: Revenue The Company derives revenue from three primary sources: (i) licenses, other software revenue (which includes the development of additional functionalities of standard products requested by clients), subscription and support (which includes software license updates and technical support); training services; and (iii) royalties from distribution agreements signed with the Company’s subsidiaries and generally collected in currency of the subsidiary. (ii) consulting and Revenues are disclosed net of taxes collected from customers and remitted to governmental authorities. The Company accounts for a contract with a client when there is a written agreement that creates legally enforceable rights and obligations, including payment terms, when the contract has commercial substance and when collection consideration is probable. A performance obligation is a promise in a contract with a client to transfer products or services that are distinct from the other promises of the contract. Revenue is recognized when, or as, control of a promised product or service is transferred to a client, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. The Company’s products are also sold by value‑ added resellers that are assessed as principal in the transaction because they generally have the primary responsibility for fulfillment to the end‑customer. As a result, the Company recognizes revenue in the amount of the fee it expects to be entitled to, i.e. the consideration paid by the distributor, assuming all other revenue recognition criteria are met. Licenses, subscription, support and other software revenue Software license revenue represents fees earned from granting customers licenses to use the Company’s software. It includes licence revenue of perpetual and periodic license sales of software products and is recognized at a point in time for an arrangement when control is transferred to the client. Subscription contracts generally have a one‑year term and contain two separate performance obligations pertaining to 219 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements on premise software license and support. The revenue from such arrangements is recognized in line with revenue from arrangements with multiple performance obligations. Subscription revenue also is derived from access to cloud solution contracts including remote access to a software solution, hosting, support services and managed services to run cloud solution. Revenue from cloud subscription is generally recognized linearly over the contractual term. revenue fees associated represents periodic Support with the sale of unspecified product updates on a when‑and‑if‑available basis and technical support. Support agreements are entered into in connection with the initial software license purchase. Support may be renewed by the customer at the conclusion of each term. Revenue from support is recognized on a straight‑line basis over the term of the support agreement as the Company has a standing ready obligation to provide services. Other software revenue mainly relates to the development of additional functionalities of standard products requested by clients and is recognized when the development work is performed. Recurring fees for subscription and support are reported within “Software Revenue”. Revenue under arrangements with multiple performance licenses, obligations, which typically is support and/or services agreements sold together allocated to each distinct performance obligation based on their standalone selling price. include software The stand‑alone selling price is the price at which the Company would sell a promised product or service separately to a client. The Company generally establishes stand‑alone selling price based on the observable prices of products or services sold separately in comparable circumstances to similar clients. Estimating stand‑alone selling price is a formal process that includes review and approval by the Company’s management. In certain instances, e.g. perpetual software licenses only sold bundled with one year of support, the Company is not able to establish a standalone selling price range based on observable prices. The stand‑alone selling price is then determined by applying the residual approach. When a sale of a license goes along with a service essential to the software functionality, the two performance obligations (software and service) are not distinct. Therefore, the license revenue is recognized in accordance with the pattern of recognition of the service obligation. Services Revenue Services revenue consist primarily of fees from consulting services in process optimization and in methodology for design, deployment and support, and training services. Services generally do not require significant modification or customization of software products and are accounted for separately to the extent they are not essential to the functionality of software products. Performance obligation from fixed price contracts are usually satisfied over the time. The revenue is recognized using percentage of completion based on the labor costs incurred to date as a percentage of the total estimated labor costs to fulfill the contract. Service revenues derived from time and material contracts are recognized over the time on an output basis as labor hours are delivered or direct project expenses are incurred. Research and development Research costs are expensed as incurred. Costs incurred to develop computer software products include mainly payroll and other headcount‑related costs. They also lease and maintenance costs of computer equipment used for product development, software expenditures and costs of information technology and communication. include amortization expense, Due to specificities in the software industry, the Company has determined that technological feasibility is the key criteria to capitalize development expenditure as is generally the last criteria to be met. Currently, the risks and uncertainties inherent in the software development process make it difficult to demonstrate technological feasibility before a working prototype has been completed, which generally occurs shortly before the commercial release of its software products. As a consequence, costs incurred after technological feasibility is established that could potentially be capitalized are not material. it Research and development tax credits are recognized as a deduction to the income tax expense. Intangible assets, property and equipment Intangible assets, property and equipment are recognized at cost, including ancillary expenses, when they are purchased, at their production cost when they are produced internally, and at their integration value. Under the rule ANC n° 2015‑06 dated November 23, 2015, technical deficits from mergers and goodwill have been allocated to their underlying assets and amortized if necessary since January 1, 2016 except for residual goodwill considered as permanent and not amortized. All these assets are subject to impairment tests every year. The Company has assessed the risks and opportunities related to climate change and has not identified at this stage any significant impact that could change the estimated useful lives of property and equipment. 220 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements The useful life of intangible assets, property and equipment is presented below: Amortization using the straight‑line method Amortization period Intangible assets Software Technologies and customer assets Tangible assets Computer equipment Fixtures and fittings Office furniture 3 to 5 years 5 to 10 years 3 to 5 years Over the term of the lease 10 years Non‑current Financial Assets Investments in subsidiaries are recognized at cost without revaluation of the transaction currencies. Expenses directly related to the acquisition of equity securities are included in the acquisition cost of these securities. Loans and advances to subsidiaries are valued at their net realizable value. At least once a year, the Company reviews the net realizable value of its investments and loans to subsidiaries. The net realizable value of securities takes into account the amount of shareholders’ equity, long‑term profitability and strategic factors based on assumptions and estimates which may have a significant impact. An impairment loss is recognized if the net realizable value is less than the carrying value for a long period of time. The Company has assessed the risks and opportunities related to the climate change and has not identified at this stage any significant risk requiring a provision for risk. Marketable Securities Marketable securities are initially recorded at cost and are depreciated, when applicable, by referring to their quoted price in an active market at year end. Operating receivables and payables Trade receivables are reported at their net receivable value and trade payables are reported at their nominal value. For trade receivables, an allowance is recorded when the net realizable value is lower than the carrying value taking into account, in particular, aging and risk of non‑collectability. Provisions for Contingencies and losses Provisions for contingencies and losses are recognized when liabilities to cover are probable to generate outflows of resources resulting from a present obligation. These provisions are estimated to take into account the most probable hypothesis at the closing date. Derivatives The Company may choose to manage exposure to foreign currency and interest rates with regards to revenue and cost generated by its ongoing and predictable activity. The Company may also mitigate a given foreign currency exposure linked to specific operations. In order to hedge foreign currency exposure, the Company uses, as needed, foreign exchange contracts or financial instruments for which total maximum losses are known from the outset. Hedging activities are generally carried out and managed by the Company for its own account and on behalf of its subsidiaries. In certain cases, however, the Company may authorize selected subsidiaries to enter into hedging instruments directly. The fair market values of derivative instruments were determined by financial institutions using market prices and option pricing models. Interest rate derivatives Financial income and expense resulting from the use of derivatives are recorded in the income statement in the same manner as income and expense from the covered transactions when the derivatives are considered to be hedging transactions from an accounting perspective. If the instruments do not qualify as hedging, they are accounted for as follows: — net unrealized losses are fully reserved; — net gains are recognized in the income statement upon settlement. Exchange rate derivatives Exchange rate derivatives contribute to the Company currency position. Unrealized losses on these derivatives are taken into account in determining the provision for unrealized exchange losses. Foreign currency transactions Isolated open position Transactions in foreign currencies are recorded in euros in the income statement at the exchange rate of the last day of the previous month, except for significant transactions, which are booked at the exchange rate of the transaction date. Receivables, payables and cash in foreign currencies are converted to euros in the balance sheet at the closing exchange rate or at the hedged rate when they are subject to exchange rate hedging. The conversion differences are recorded on the balance sheet in “Unrealized Exchange Losses/Gains”. In the event of unrealized losses, a provision for contingencies (exchange loss) is recorded. Any transaction that does not qualify as a hedge is classified in a category called “isolated open position”. The accounting treatment is as follows: — derivatives are recorded in the balance sheet at their fair value; — a provision for unrealized losses derivatives is booked impacting the profit and loss account. As a consequence, changes in the value of derivatives that do not qualify as hedge are recorded in adjustment accounts. 221 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Parent company financial statements Note 3 Operating Revenue Revenue Breakdown (in millions of euros) Licenses revenue Subscription and Support revenue Royalties TOTAL SOFTWARE REVENUE Services revenue Other revenue TOTAL REVENUE The breakdown of software revenue by geographic area is as follows: (in millions of euros) Europe Asia Americas TOTAL SOFTWARE REVENUE Other Revenue Year ended December 31, 2022 2021 122.0 562.8 905.7 1,590.5 52.5 492.9 2,135.9 114.6 486.2 781.2 1,382.0 49.7 408.2 1,839.8 Year ended December 31, 2022 2021 835.5 445.3 309.6 1,590.5 739.9 403.1 239.0 1,382.0 Other revenue consists mainly in recharges of shared costs and central services, which are performed for the benefit of the Company’s subsidiaries and in revenue derived from R&D activities subcontracted to affiliates. 222 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTNote 4 Personnel Costs Personnel costs are broken down as follows: (in millions of euros) Salaries and wages Social contributions TOTAL PERSONNEL COSTS Financial statements Parent company financial statements Year ended December 31, 2022 439.9 166.5 606.3 2021 377.6 194.2 571.8 The decrease of social contributions reflects the evolution of the Company’s share price, which drives the social contributions due on performance share plans (refer to Note 8 Performance Shares). Average Headcount by Category Salaried employees by category Managers Supervisors and technicians Employees TOTAL AVERAGE HEADCOUNT (in full time equivalents)* * Apprentices and professional training contractors excluded. Year ended December 31, 2022 3,897 109 20 4,026 2021 3,674 118 19 3,811 The Company headcount increased notably to serve the growth of the Group and the investments in research and development. Compensation of Executives The compensation of the Company’s executive officers is entirely paid by Dassault Systèmes SE. The amounts below relate to Mr. Charles Edelstenne and Mr. Bernard Charlès: (in thousands of euros) Salaries Benefits in kind Directors’ fees* TOTAL COMPENSATION OF EXECUTIVES Year ended December 31, 2022 4,199 18 114 4,331 2021 4,042 18 101 4,160 * The Directors’ fees presented here correspond to payments made in 2022. The Directors’ fees earned in 2022 total €109,500 and will be paid in 2023. 223 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements Note 5 Financial Income, Net Net financial income is as follows: (in millions of euros) Dividends received Interest income Interest expense DIVIDEND & INTEREST INCOME, NET Revenue from disposals of investment securities Net foreign exchange income (expense), net other financial contingencies Net reversal (additions) of provisions for impairment of investments FINANCIAL INCOME, NET Year ended December 31, 2022 636.4 6.5 (10.3) 632.6 6.0 1.4 (15.5) 624.5 2021 203.0 5.9 (10.0) 199.0 4.2 11.5 ‑ 214.7 its In 2022, the Company subsidiaries, which have been contributing to finance the refund of the first tranche of bonds (refer to Note 17 Financial received dividends from Liabilities). Dividends were principally served by Dassault Systemes Americas Corp (€527.9 million) and Dassault Systemes UK Limited (€81.1 million). Note 6 Exceptional Income/Loss Exceptional loss for the year ended December 31, 2022 is €135.1 million compared to a loss of €81.7 million for the year ended December 31, 2021, and is mainly impacted by penalties and interests recorded as expense in 2022 in the context of unfavorable decisions rendered by the French Supreme Court (Conseil d’Etat) on litigations with the French tax administration (refer to Note 1 Description of business and Key Events of the year). The expense for performance shares granted to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer, is recorded as an exceptional item (refer to Note 8 Performance Shares). Note 7 Income Tax The Company is the head of a tax group, including 6 entities at the end of December 2022. stand‑alone entity, the Company income tax would have amounted to €133.8 million in 2022. The tax integration agreement states that the income tax of tax‑integrated companies will be the same as it would have been if each subsidiary had not been a member of it. As a The breakdown of income tax between current income and exceptional loss for the year ended December 31, 2022, is as follows: (in millions of euros) Current income Exceptional loss TOTAL Income before tax Tax (expense) credit Income after income tax 1,129.2 (214.5) 914.7 (163.8) 30.9 (132.9) 965.4 (183.6) 781.9 income tax The effective rate for the year ended December 31, 2022 was 14.5% against 7.2% in 2021. This increase is principally driven by the record of an expense paid to the French tax administration and disputed towards the French Supreme Court (refer to Note 1 Description of business and Key Events of the year), partially balanced by intragroup dividends which are partially taxed under the French specific tax regime to the extent of their related expenses. 224 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements Note 8 Performance Shares New plans granted in 2022 Plans 2022‑M1 and 2022‑M2 The Board of Directors decided on May 19, 2022 to grant 817,809 performance shares (Plan 2022‑M1) to some employees and executives of the Group. The Board of Directors also decided on September 21, 2022 to grant 24,264 performance shares (Plan 2022‑M2) to some employees and executives of the Group. The shares of these 2022‑M1 and 2022‑M2 plans shall be acquired at the end of a period of one year (tranche 1), two years (tranche 2) and three years (tranche 3), from the grant date. They shall vest if the beneficiary is still an employee or an executive of the Group at the end of these periods and provided certain performance conditions are achieved. Plans 2022‑A1, 2022‑B and 2022‑A2 Pursuant to an authorization granted by the General Meeting of Shareholders held on May 26, 2021, the Board of Directors decided, on May 19, 2022, to grant 3,690,907 performance shares (Plan 2022‑A1) to some employees and executives of the Group, and 1,500,000 performance shares (Plan 2022‑ B) to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer as part of the plan of progressively associating him with the Company’s capital implemented since several years. Pursuant to an authorization granted by the General Meeting of Shareholders held on May 26, 2021, the Board of Directors decided, on September 21, 2022, to grant 28,523 performance shares (Plan 2022‑A2) to some employees and executives of the Group. The shares of these 2022‑A1, 2022‑B and 2022‑A2 plans shall be acquired subject to the end of a period of three years. They shall vest, in full or in part, if a performance criteria is achieved, and the beneficiary is still an employee, an executive or a corporate officer of the Group at the end of a service period ending on November 19, 2024 (plans 2022‑ A1 and 2022‑B) and on March 21, 2025 (plan 2022‑A2). 225 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements A summary of the Group’s performance shares plans is as follows: Plans 2019‑A 2019‑B 2019‑A2 2020‑A 2020‑B Date of General Meeting of Shareholders Date of grant by Board of Directors Total number of shares granted Restated total number of shares granted (1) Acquisition period (in years) (2) Performance conditions Performance conditions is reached at December 31, 2022 09/04/2015 09/25/2018 496,700 2,483,500 Three years and eight months See Note (3) Yes 09/04/2015 09/25/2018 300,000 1,500,000 Three years and eight months See Note (3) Yes 05/22/2018 07/01/2019 307,615 1,538,075 Two years and eleven months 05/22/2018 05/26/2020 804,966 4,024,830 Four 05/22/2018 05/26/2020 300,000 1,500,000 Four See Note (3) Yes See Note (3) N/A See Note (3) N/A Plans 2020‑M 2021‑A 2021‑B 2021‑M1 2021‑M2 Date of General Meeting of Shareholders Date of grant by Board of Directors Total number of shares granted Restated total number of shares granted (1) Acquisition period (in years) (2) 05/22/2018 05/26/2020 56,721 283,605 05/26/2021 06/29/2021 741,569 3,707,845 05/26/2021 06/29/2021 300,000 1,500,000 Three Two or four (4) Two or four (4) See Note (6) Performance conditions Performance conditions is reached at December 31, 2022 See Note (7) See Note (5) See Note (7) See Note (5) See Note (7) N/A 06/29/2021 175,371 876,855 One, two, three or four (4) See Note (6) See Note (7) N/A 09/22/2021 16,982 16,982 One, two, three or four (4) See Note (6) See Note (7) Plans 2022‑A1 2022‑B 2022‑M1 2022‑A2 2022‑M2 Date of General Meeting of Shareholders Date of grant by Board of Directors Total number of shares granted Restated total number of shares granted (1) Acquisition period (in years) (2) 05/26/2021 05/19/2022 3,690,907 3,690,907 Three 05/26/2021 05/19/2022 1,500,000 1,500,000 Three Performance conditions Performance conditions is reached at December 31, 2022 See Note (3) N/A See Note (3) N/A 05/19/2022 817,809 817,809 One, two, or three (4) See Note (6) See Note (7) N/A 05/26/2021 09/21/2022 28,523 28,523 Three See Note (3) N/A N/A 09/21/2022 24,264 24,264 One, two, or three (4) See Note (6) See Note (7) (1) Presented in order to reflect the five‑for‑one share split effected on July 7, 2021. (2) For the 2020‑M, 2021‑M1, 2021‑M2, 2022‑M1 and 2022‑M2 plans, subject to the condition that the beneficiary be an employee or a Director of the Group at the acquisition date. The presence period was two years and eight months for 2019‑A and 2019‑B plans, and around one year and eleven months for 2019‑A2 plan. The presence period is three years for the 2020‑A and 2020‑B plans, one year and a half and three years for the 2021‑A and 2021‑B plans (respectively for tranches 1 and 2), and two years and a half for the 2022‑A1, 2022‑B and 2022‑A2 plans. (3) For the 2019, 2020, and 2022 plans (2020‑M, 2021‑M1, 2021‑M2, 2022‑M1, 2022‑A2 and 2022‑M2 excluded): performance condition based on a targeted growth between the non‑IFRS diluted EPS excluding foreign currency effects for the respective years 2021, 2023, and 2024, and the one achieved in the respective years 2018, 2019 and 2021 (non‑vesting condition). Such growth must be at least equal to a threshold (expressed as a percentage) established by the Board of Directors granting the shares. For the 2022‑A2 plan, performance condition based on a targeted growth between the non‑IFRS diluted EPS excluding foreign currency effects for the year 2024 and the one achieved in 2021 (vesting condition). (4) Share acquisition divided into two tranches for 2021‑A and 2021‑B plans, the first having vested on June 29, 2023 and the second having vested on June 30, 2025. Share acquisition divided into four tranches for 2021‑M1 (respectively vesting on June 29, 2022, June 29, 2023, July 1, 2024 and June 30, 2025) and 2021‑M2 (respectively vesting on September 22, 2022, September 22, 2023, September 23, 2024 and September 22, 2025). Share acquisition divided into three tranches for 2022‑M1 (respectively vesting on May 19, 2023, May 20, 2024 and May 19, 2025) and 2022‑M2 (respectively vesting on September 21, 2023, September 23, 2024 and September 22, 2025). (5) For the 2021‑A and 2021‑B plans, the performance condition will be measured based on the growth of the non‑IFRS diluted EPS for the year 2022 (tranche 1) and the year 2024 (tranche 2), neutralized from currency effects, compared to that of the year 2020 (non‑vesting condition). (6) For the 2020‑M plan, performance condition based on the growth of the non‑IFRS revenue and of the non‑IFRS operating margin of the MEDIDATA activity. This double condition, is based on targeted growths between the year 2022, excluding foreign currency effects, and the levels of satisfaction of the year 2019 (vesting condition). For the 2021‑M1 and 2021‑M2 plans, the criteria of the non‑IFRS diluted EPS on the one hand and the non‑IFRS revenue and the non‑IFRS operating margin on the other hand, are based on targeted growths between the years 2021, 2022, 2023 and 2024 (respectively for each tranche), excluding foreign currency effects, and the levels of satisfaction of the year 2020 (vesting condition). For the 2022‑M1 and 2022‑M2 plans, the criteria of the non‑IFRS diluted EPS on the one hand and the non‑IFRS revenue and the non‑IFRS operating margin on the other hand, are based on targeted growths between the years 2022, 2023 and 2024 (respectively for each tranche), excluding foreign currency effects, and the levels of satisfaction of the year 2021 (vesting condition). (7) Performance conditions will be measured by the March 14, 2023 Board of Directors related to the following plans: 2020‑M, 2021‑A (tranche 1), 2021‑B (tranche 1), 2021‑M1 (tranche 2), 2021‑M2 (tranche 2), 2022‑M1 (tranche 1) and 2022‑M2 (tranche 1). Dassault Systèmes SE recorded as exceptional items an accrual for the total foreseeable costs relating to the rights to receive Dassault Systèmes SE shares since Group beneficiaries do not directly contribute to its activity, while an accrued income was accounted for the same amount representing the recharge to subsidiaries due on maturity dates of the plans. 226 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements Note 9 Research and Development Expense In 2022, the Company recorded a total of €357.7 million of research and development expenses, representing 22.5% of software revenue. This amount reflects a full‑cost basis including IT and facility costs, as well as employee profit sharing, net of intercompany recharges and grants. Note 10 Intangible Assets (in millions of euros) Goodwill Software, technology and other TOTAL GROSS VALUE Goodwill Software, technology and other TOTAL AMORTIZATION AND PROVISIONS Goodwill Software, technology and other TOTAL NET VALUE Year ended December 31, 2021 Addition Disposal 461.8 180.5 642.4 (214.1) (156.0) (370.1) 247.7 24.5 272.2 9.1 63.9 73.0 (32.6) (9.9) (42.5) (23.5) 54.0 30.5 ‑ (0.3) (0.3) ‑ 0.3 0.3 ‑ 0.0 0.0 Residual goodwill considered as non‑depreciable asset, amounts to €85.3 million net of provisions. Intangible assets grew mostly from the acquisition by the Company of a technology from a subsidiary. Note 11 Property and Equipment (in millions of euros) Machinery and equipment Fixtures and fittings Office furniture and equipment TOTAL GROSS VALUE Machinery and equipment Fixtures and fittings Office furniture and equipment TOTAL DEPRECIATION Machinery and equipment Fixtures and fittings Office furniture and equipment TOTAL NET VALUE The acquisitions are mainly related to hardware and IT servers. Year ended December 31, 2021 Addition Disposal 144.5 32.1 7.0 183.6 (114.3) (14.4) (3.2) (131.9) 30.2 17.7 3.8 51.7 21.9 1.6 0.8 24.2 (18.4) (1.5) (0.6) (20.6) 3.5 0.1 0.1 3.7 (39.6) (0.4) (1.1) (41.1) 39.6 0.4 1.0 41.0 (0.0) (0.0) (0.0) (0.1) 2022 471.0 244.1 715.1 (246.7) (165.6) (412.3) 224.3 78.5 302.8 2022 126.7 33.3 6.7 166.7 (93.1) (15.6) (2.8) (111.4) 33.6 17.7 3.9 55.3 227 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Parent company financial statements Note 12 Non‑Current Financial Assets (in millions of euros) 2021 Addition Disposal 2022 Year ended December 31, Investments in subsidiaries Loans and advances to subsidiaries Treasury Shares Others TOTAL GROSS VALUE Provision for impairment TOTAL PROVISION FOR IMPAIRMENT Investments in subsidiaries Loans and advances to subsidiaries Treasury Shares Others TOTAL NET VALUE 6,633.9 403.1 244.3 25.5 7,306.8 (52.8) (52.8) 6,581.1 403.1 244.3 25.5 7,254.0 17.1 27.2 24.9 107.2 176.5 (16.6) (16.6) 0.5 27.2 24.9 107.2 159.9 (10.0) ‑ (244.3) (125.0) (379.3) ‑ ‑ (10.0) ‑ (244.3) (125.0) (379.3) 6,641.0 430.3 24.9 7.7 7,104.0 (69.4) (69.4) 6,571.6 430.3 24.9 7.7 7,034.6 The increase in investments in subsidiaries relates mainly to the acquisition of INSPI SAS and DIOTASOFT SAS. The decrease is primarily driven by merger impacts of INSPI SAS (refer to Note 1 Description of Business and Key Events of the Year). The decrease in treasury shares is primarily due to the cancellation, on March 15, 2022, of treasury shares of the Company bought in 2021 in order to neutralize the dilutive effect of the employee shareholding plan “TOGETHER” (refer to Note 1 Description of Business and Key Events of the Year). Note 13 Receivables Accounts receivable At December 31, 2022, net accounts receivable amounts to €495.8 million compared with €504.9 million at December 31, 2021. Third party outstanding invoices are broken down as follows: (in millions of euros) Year ended December 31, 2022 (A) Overdue split Number of invoices Total amount of invoices (VAT excluded) Percentage of total external revenue (VAT excluded) Total amount of trade receivables excluded from (A) related to claims or not yet issued (VAT excluded) 0 day (indicative) 7,818 186.8 25.3% 18.0 1 to 30 days 31 to 60 days 61 to 90 days 91 days and over Total (1 day and over) 6.6 0.9% 1.9 0.3% 1.3 4.2 0.2% 0.6% 3,788 13.9 1.9% General payment terms applied by the Company to third parties are set out from 30 days end of the month to 60 days net. 228 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Other receivable Other receivable are as follows: (in millions of euros) SUPPLIER ADVANCES AND DEPOSITS Current accounts with debit balances Tax and social receivable Other receivable TOTAL OTHER RECEIVABLE Financial statements Parent company financial statements Less than 1 year More than 1 year 1.4 3.5 97.2 15.5 116.1 1.5 ‑ 0.1 1.3 1.4 Year ended December 31, 2022 2.9 3.5 97.3 16.8 117.5 2021 5.7 4.7 236.8 20.7 262.3 The decrease in tax and social receivable is principally explained by the record of an expense of €144.9 million representing the loss of the amounts paid to the French tax administration (refer to Note 1 Description of business and Key Events of the year). Note 14 Treasury Marketable Securities On December 31, 2022, marketable securities amount to €830.0 million compared to €686.5 million on December 31, 2021. They primarily consist in euro denominated monetary investments. Treasury Shares Share repurchases are analyzed below as at December 31, 2022: Treasury shares directly purchased by the Company (1) Treasury shares purchased through liquidity agreement (2) TREASURY SHARES AS OF DECEMBER 31, 2022 securities and marketable Cash from €1,172.5 million at December 31, 2021 to €841.6 million at December 31, 2022. The decrease is mainly explained by the repayment of the remaining part of term loans and the first tranche of bonds (refer to Note 1 Description of business and Key Events of the year). decreased Number of shares authorized and issued Average price (in euros) Total (in millions of euros) 17,885,869 712,286 18,598,155 38.65 35.02 38.51 691.2 24.9 716.2 (1) The General Meeting of Shareholders of May 19, 2022 authorized the Board of Directors to implement a share repurchase program limited to 20.0 million of shares. Under this authorization, the Company may not spend more than an annual aggregate amount of €1 billion. Furthermore, the Company also signed with Société Générale several share repurchase agreements. Under an agreement signed on December 10, 2021 for a period covering from December 13, 2021 to February 3, 2022, 3,469,249 shares were repurchased during the year 2022, at an average price of €46.31. Under an agreement signed on June 10, 2022 for the period from June 13, 2022 to June 17, 2022, 1,000,000 shares were repurchased, at an average price of €33.85. Finally, under an agreement signed on December 9, 2022, covering from January 2, 2023 to February 2, 2023, no share was repurchased as of December 31, 2022. (2) The Company has been contracting in a liquidity agreement with the broker Oddo BHF SCA since 2015. In 2022 as part of this contract, 3,375,777 shares were acquired at an average price of €37.03, and 2,876,976 were sold, at an average price of €37.23. 229 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Parent company financial statements Note 15 Shareholders’ Equity Share Capital Changes in share capital during the year ended December 31, 2022 are as follows: SHARES AS OF JANUARY 1 Shares issued pursuant to exercise of share subscription options Capital increase Capital decrease SHARES AS OF DECEMBER 31 Number of shares authorized and issued Par value (in euros) Capital (in euros) 1,332,716,653 0.10 133,271,665 2,323,055 4,305,050 (4,305,050) 1,335,039,708 0.10 0 0 232,306 430,505 (430,505) 0.10 133,503,971 The increase and decrease of share capital are related to employee shareholding plan TOGETHER (refer to Note 1 Description of business and Key Events of the year). Shareholder base On December 31, the share capital of the Company is held by: (%) Public Groupe Industriel Marcel Dassault Charles Edelstenne (1) Bernard Charlès (2) Treasury stock (3) and indirect treasury stock (4) Pascal Daloz (5) TOTAL On December 31, the voting rights in the Company are held by: (in % of exercisable voting rights) Groupe Industriel Marcel Dassault Public Charles Edelstenne (1) Bernard Charlès (2) Pascal Daloz (5) TOTAL 2022 2021 50.29 40.11 5.97 1.83 1.58 0.22 100.00 50.58 40.18 5.96 1.72 1.36 0.20 100.00 2022 2021 54.09 35.28 8.04 2.32 0.27 100.00 54.30 35.23 8.05 2.18 0.24 100.00 (1) Including shares held in two family trusts managed by Mr. Edelstenne. At December 31, 2022, Mr. Edelstenne held 21,584,340 shares with all ownership rights and 16,910 shares through two family companies which he manages, representing a total of 1.62% of the capital and 2.17% of the exercisable voting rights, as well as 58,080,225 shares with “beneficial” rights (usufruit). For the usage rights with respect to these 58,080,225 shares, representing 5.87% of the exercisable voting rights, Mr. Edelstenne can only exercise the right to vote on decisions of the General Meeting concerning the allocation of profits; the holders of the bare property rights (nue‑propriété) exercise the right to vote for other resolutions in compliance with Article 11 of the by‑laws. For details related to shares held by Mr. Edelstenne as of December 31, 2021 and December 31, 2020, refer to paragraph 6.3.1. of Universal registration documents for 2021 and 2020 respectively. (2) For further information, refer to paragraph 5.1.4 “Summary of the Compensation and Benefits due to Corporate Officers (mandataires sociaux)”. (3) Including 712,286 shares through the liquidity agreement as of December 31, 2022. As of December 31, 2021, such number was 213,485 shares. (4) Shares held by SW Securities LLC. This company is a Dassault Systèmes subsidiary; the Dassault Systèmes’ shares held by it do not have voting rights. (5) Mr. Pascal Daloz was appointed executive officer and Deputy Chief Executive Officer on January 9 2023. Stock Options The main features of the Group stock option plans are as follows: — options vest over various periods ranging from one to three years and a half, subject to continued employment; — options expire ten years from grant date, or after termination of employment or term of office, whichever 230 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Parent company financial statements is earlier (except for plans 2020‑01, 2021‑01 and the plan 2022‑01 detailed below); of €37.17 (Plan 2022‑01), equal to the closing value of the Dassault Systèmes SE share the day before the grant. — options have generally been granted at an exercise price equal to or greater than the grant date market value (or the market value the day before the grant) of Dassault Systèmes SE share. The Company issues new shares when options are granted. New plans granted in 2022 Pursuant to an authorization granted by the General Meeting of Shareholders held on May 26, 2020, the Board of Directors decided, on May 19, 2022, to grant 1,989,674 options to subscribe to Dassault Systèmes SE shares to certain employees and executives of the Group, at an exercise price Such options are divided in three tranches. They shall vest if the beneficiary is an employee or an executive of the Group at the end of a service period of one year (tranche 1), one year and a half (tranche 2) and two years and a half (tranche 3), and subject to the achievement of certain performance conditions. The performance condition will be measured based on the growth of non‑IFRS diluted EPS for the years 2022 (tranche 1), 2023 (tranche 2) and 2024 (tranche 3), neutralized from currency effects compared to that of the year 2021 (non‑market vesting condition for the tranche 1 and non‑vesting condition for the tranches 2 and 3). The options expire ten years from grant date or in case of termination of employment before the end of the service period. Other information related to the stock options A summary of the Group’s stock option activity is as follows: 2022* Weighted average exercise price Number of options 2021* Weighted average exercise price Number of options OUTSTANDING AS OF JANUARY 1, 27,022,622 €25.54 32,956,640 Granted Exercised Forfeited OUTSTANDING AS OF DECEMBER 31, Exercisable 1,989,674 (2,323,055) (917,323) 25,771,918 37.17 23.92 31.86 €26.35 2,257,255 (7,035,468) (1,155,805) 27,022,622 18,439,688 €23.43 15,633,647 €23.82 41.32 21.99 29.14 €25.54 €21.36 * Restated to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021. The remaining contractual lives and exercise prices of options outstanding as of December 31, 2022 are presented below: Stock option plan 2015‑01 2016‑01 2017‑01 2018‑01 2019‑01 2020‑01 2020‑M‑01 2020‑M‑02 2020‑M‑03 2020‑M‑04 2021‑01 2022‑01 OUTSTANDING AS OF DECEMBER 31, * Restated to reflect the five‑for‑one share split on Dassault Systèmes’ share effected on July 7, 2021. Number of options* Remaining life (years) Exercise price* 1,124,335 1,610,556 2,647,044 4,008,597 4,759,439 5,852,200 32,405 1,690,510 144,550 3,230 2,002,630 1,896,422 25,771,918 2.68 3.40 4.39 5.39 6.50 7.40 7.19 7.40 7.73 7.93 8.50 9.39 6.39 €12.40 €13.80 €16.40 €22.00 €28.00 €29.09 €26.20 €29.09 €31.57 €30.43 €41.32 €37.17 €26.35 231 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Parent company financial statements Movements in Shareholders’ Equity Changes December 31, 2022 are as follows: in shareholders’ equity for the year ended (in millions of euros) Share Capital Share and contribution premiums Reserves Retained earnings Income for the fiscal year Regulated provisions SHAREHOLDERS’ EQUITY Appropriation of 2021 earnings Effect of exercising options Net income for 2022 fiscal year ‑ ‑ 0.1 207.6 (431.3) ‑ (223.5) 0.2 20.3 ‑ ‑ ‑ 0.0 20.5 ‑ ‑ ‑ ‑ 781.9 ‑ 781.9 2021 133.3 1,379.6 13.4 2,738.0 431.3 2.9 4,698.4 2022 133.5 1,399.9 13.5 2,945.6 781.9 2.9 5,277.2 Movements in shareholder’s equity result from the issuances of new shares from stock option plans and from the share capital increase then decrease related to employee shareholding plan TOGETHER (refer to Note 1 Description of business and Key Events of the Year). Dividend rights The May 2022 and May 2021 Shareholders’ Meetings have decided to distribute dividends, fully paid in cash, for €223.5 million and €147.1 million, respectively. Note 16 Provisions for Contingencies and Losses Movements of provisions for contingencies and losses are as follows: Year ended December 31, (in millions of euros) 2021 Addition Utilization Provisions for performance shares* Provisions for exchange losses Provisions for post‑employment benefits Other provisions for contingencies and losses Provisions for jubilee awards TOTAL PROVISIONS *Refer to Note 8 Performance Shares. 527.9 1.4 28.6 21.5 5.5 584.9 241.2 3.0 7.4 2.5 0.2 254.3 (240.3) (1.4) (0.6) (13.7) ‑ (256.0) Reversal of unutilized amounts ‑ ‑ ‑ (1.1) (3.6) (4.7) 2022 528.8 3.0 35.4 9.2 2.1 578.5 Changes in provisions for contingencies and losses impact captions of the income statement as follows: Addition Utilization 145.3 0.5 108.5 254.3 (123.5) (0.3) (132.3) (256.0) Reversal of unutilized amounts (4.7) ‑ ‑ (4.7) (in millions of euros) Operating income Financial income, net Exceptional income/(loss)* TOTAL *Refer to Note 8 Performance Shares. 232 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements Provisions for Post‑employment Benefits The Company commitment related to post‑ employment benefits is evaluated and recognized using the prospective actuarial method based on right pro rata acquisition with the use of a corridor. This method takes into account rights acquired by employees on the date of their retirement, computed on the basis of the employees’ seniority and annual salary at the time of retirement, recognized on a straight‑line basis, on period before the retirement age, and given maximum rights. These rights are acquired and paid as a lump sum to employees when they retire. The projected benefit obligation at December 31, 2022 is determined based on the following assumptions: retirement between 60 and 65 years of age, discount rate of 3.75%, average increase in salaries of 3.50% and a 3.75% expected return on funds. The Company has an insurance policy with a life insurance company that covers the retirement payment commitments. In respect of this policy, the funds amount to a total of €22.1 million as of December 31, 2022. Actuarial impacts on the cost of past services are spread in operating income using the corridor method. They amount to a net expense of €‑1.8 million to be spread over 20.87 years representing the estimated length of residual employee service. Note 17 Financial Liabilities Financial liabilities are as follows: (in millions of euros) Bond Bank loans and borrowings Commercial papers Employee profit‑sharing scheme Other financial liabilities TOTAL FINANCIAL LIABILITIES Bonds On April 27, 2022, Standard & Poors Global Ratings raised their rating from “A‑” to “A” with a “Stable Outlook” for Dassault Systèmes SE and its long‑term debt. Less than 1 year 1 to 5 years More than 5 years Year ended December 31, 2022 2021 1.6 0.1 250.0 10.8 ‑ 262.5 1,600.0 0.0 ‑ ‑ 7.7 1,607.7 1,150.0 ‑ ‑ ‑ ‑ 1,150.0 2,751.6 0.1 250.0 10.9 7.7 3,020.3 3,651.6 232.8 ‑ 15.2 7.7 3,907.2 On September 16, 2019, the Company issued a four tranches of fixed rate bond for a total of €3,650.0 million. This issuance was part of the financing of the acquisition of Medidata completed in October 2019. On September 16, 2022, the Company reimbursed the first tranche of bonds for €900.0 million. The conditions of the remaining tranches of bonds are as follows: Bond 2024 2026 2029 Nominal amount (in millions of euros) Maturity date Coupon 700.0 900.0 1,150.0 September 16, 2024 September 16, 2026 September 16, 2029 0.000% 0.125% 0.375% The terms and conditions of these bonds are detailed in the transaction note having obtained the AMF visa n° 19‑434 dated September 12, 2019. As of December 31, 2022, €7.2 million bond issue premium was booked as an asset. 233 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements Term loans Commercial papers In connection with the acquisition of Medidata, the Company also subscribed in October 2019 a loan for €500.0 million bearing interest rate at Euribor 3 months +0.50% per annum and a term loan for $530.0 million bearing interest rate at Libor 3 months +0.60% per annum. Both loans had a 5‑year term. July 2022, the Company launched a program of In commercial papers (Negotiable EUropean Commercial Paper – NEU CP) with a maximum outstanding amount of €750.0 million. During 2022, the Company issued under this program €650.0 million with a maximum maturity of three months and reimbursed €400.0 million. The Company voluntarily redeemed early the remaining part of its term loans for €100.0 million on January 28, 2022 and $150.0 million on February 28, 2022 (€200.0 million and $150.0 million redeemed on July 2, 2021; €200.0 million and $230.0 million redeemed on October 28, 2020). Line of credit The Company received a financing commitment in the form of a revolving line of credit of €750.0 million for a period of 5 years from October 28, 2019. In May 2020 and May 2021, the Company exercised its option to extend its term for one year respectively, bringing the new termination date to October 2026. As of December 31, 2022, the line of credit was not drawn down. Note 18 Elements Concerning Related Companies (in millions of euros) Loans receivable Trade accounts receivable and related items Current accounts receivable Accounts payable and related items Current accounts with credit balances Finance income: dividends collected and net interest received Year ended December 31, 2022 430.3 318.5 2.6 62.0 293.4 642.5 2021 403.1 397.0 4.7 57.1 251.1 207.8 The decrease in trade accounts receivable and related items is principally explained by changes in intra‑group billing of performance shares costs in relation with the decrease of the Company share price (refer to Note 13 Receivables). The increase of finance income reflects higher dividends received from its subsidiaries (refer to Note 5 Financial Income, Net and Note 17 Financial Liabilities). 234 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Parent company financial statements Note 19 Trade Payables Trade payables As of December 31, 2022, trade payables amount to €132.6 million compared with €123.5 million at December 31, 2021. Third party outstanding invoices are broken down as follows: (in millions of euros) Year ended December 31, 2022 (A) Overdue split Number of invoices TOTAL AMOUNT OF INVOICES (VAT EXCLUDED) PERCENTAGE OF TOTAL EXTERNAL PURCHASES (VAT EXCLUDED) Total amount of trade payables excluded from (A) related to invoices not yet recognized (VAT excluded) 0 day (indicative) 1,313 27.3 1 to 30 days 31 to 60 days 61 to 90 days 91 days and over Total (1 day and over) 0.6 0.0 ‑ 0.0 19 0.6 9.0% 0.2% 0.0% 0.0% 0.0% 0.2% 36.1 Reference payment terms applied by the Company with third parties are generally end of the month 45 days. More favorable terms for small vendors of the domestic market have been applied since the outburst of the health crisis in 2020. Overdue invoices are mostly related to compliance issues and are monitored very closely for prompt and fair resolution. Other operating liabilities Other operating liabilities are as follows: (in millions of euros) Tax and social liabilities (1) Current accounts with credit balances Other liabilities (2) TOTAL OTHER LIABILITIES Less than 1 year More than 1 year 227.2 293.4 19.0 539.7 6.2 ‑ 1.9 8.1 Year ended December 31, 2022 233.4 293.4 20.9 547.8 2021 206.3 251.1 255.9 713.3 (1) Change in tax and social liabilities is related to business activity. (2) The decrease of other liabilities is mainly explained by liability related to stock repurchase program as part of the employee shareholding plan TOGETHER in December 2021. Note 20 Prepaid Expenses and Unearned Revenue Prepaid expenses are mainly made of IT services paid in advance. Prepaid expenses amount to €122.8 million in 2022 from €94.3 million in 2021. Unearned revenue is composed primarily of deferred software, subscription and support revenue relating to periods subsequent to 2022. Unearned revenue amounts to €122.3 million in 2022 compared to €107.7 million in 2021. 235 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Parent company financial statements Note 21 Financial Commitments Financial Instruments The fair value of instruments used to manage currency and interest rate exposure is as follows: (in millions of euros) Forward exchange contract JPY/EUR – sale (1) Forward exchange contract GBP/EUR – sale (1) Forward exchange contract CNY/EUR – sale (1) Other instruments (2) Year ended December 31, 2022 Nominal amount 120.6 45.4 31.6 5.1 Fair value 3.6 0.8 (0.5) ‑ 2021 Nominal amount 101.3 46.5 82.4 4.9 Fair value (0.7) (0.8) (2.8) ‑ Instruments (hedge accounting) entered into by the Company to hedge the foreign currency exchange risk of forecasted royalty flows. (1) (2) Mainly derivatives designated as isolated open position. At the end of 2022, foreign exchange contracts mentioned above have maturity dates of less than two years. The Company also hedged its foreign exchange risk by designating the term loan, in U.S. dollar at variable rate, as a net investment hedge for the acquisition of Medidata Solutions, Inc. in the United States. In 2019, the initial amount hedged was $530.0 million. The Company voluntarily redeemed early the remaining part of its term loan for $150.0 million in 2022 ($150.0 million redeemed in 2021 and $230.0 million redeemed in 2020) (refer to Note 17 Financial Liabilities). Increases and Reductions in Future Income Tax Payable Increases and reductions in future income tax payable are evaluated on the basis of the standard corporate tax rate, plus social security contribution on profits. (in millions of euros) Nature of temporary differences SHORT TERM (25,83% TAX RATE FOR 2022 AND 2021) Provision for employee profit‑sharing Depreciation of receivables Other LONG TERM (25,83% TAX RATE FOR 2022 AND 2021) Provision for post‑employment benefits Other TOTAL TEMPORARY DIFFERENCES Net reduction of the future corporate tax debt 25,83% short term tax rate for 2022 and 2021 25,83% long term tax rate for 2022 and 2021 Year ended December 31, 2022 2021 72.8 57.9 11.5 3.3 51.0 45.8 5.2 123.8 18.8 13.2 53.1 35.0 11.3 6.8 50.1 44.9 5.2 103.2 13.7 12.9 236 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial statements Parent company financial statements Note 22 Other Commitments and Contingencies Leases Leases commitments for building locations with area exceeding 2,500 square meters are as follows: Year ended December 31, 2022 Less than 1 year 1 to 5 years More than 5 years Total 27.7 141.7 215.4 384.8 Guarantee pledged The Group has a central cash management operated through a banking institution. In this context, the Company offered a guarantee to the bank in an amount of $500.0 million. All commitments of the bank are guaranteed by its parent company. The Company provides guarantees in the framework of contracts between subsidiaries and third parties for a total amount of €17.8 million at December 31, 2022. Moreover, the Company provides letters of intent for its subsidiaries Dassault Systemes UK Limited and Dassault Systèmes (Switzerland) SA for respectively a maximum amount of GBP 150.0 million and CHF 1.6 million. These letters of intent expire respectively on September 19, 2023 and December 31, 2025. (in millions of euros) Total leases commitments In December 2019, the Company signed a lease agreement for an additional building for its Vélizy‑Villacoublay campus of approximately 28,000 square meters of office space, for a fixed term of 10 years, starting from its delivery scheduled in the second quarter of 2023. In November 2022, the Company signed a new lease agreement for an office building in Paris, for a fixed term of 12 years, starting from its delivery scheduled in the fourth quarter of 2023. Minimum future lease payments of the aforementioned contracts are included in the figures above. Litigation and other proceedings The Company is involved in litigation and other proceedings, such as civil, commercial and tax proceedings, incidental to normal operations. It is not possible to determine with certainty the outcome of the dispute and notably the resulting expense for the Company, if any. However, in the opinion of management, after consultation with its lawyers and advisers, the resolution of such litigation and proceedings should not have a material effect on the financial statements of the Company. 237 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements Note 23 Additional Information Identity of the Consolidating Company Dassault Systèmes SE’s business is included in the consolidated financial statements of Groupe Industriel Marcel Dassault SAS, whose registered office is located at 9, Rond‑Point des Champs‑Élysées – Marcel Dassault, 75008 Paris, France. Note 24 Information Relating to Subsidiaries and Shareholdings As the Company publishes consolidated accounts, information relating to subsidiaries and shareholdings are presented in aggregated form. (in millions of euros) Gross book value of shares Net book value of shares Loans and advances Guarantees provided* Dividend rights received * Refer to Note 22 Other Commitments and Contingencies. Subsidiaries French Foreign Total 311.0 310.9 430.3 ‑ ‑ 6,330.0 6,261.7 ‑ 657.4 636.4 6,641.0 6,572.7 430.3 657.4 636.4 238 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements 4.2.2 Selected financial and other information for Dassault Systèmes SE over the last five years 2018 2019 2020 2021 2022 Share capital Share Capital (in millions of euros) Number of shares authorized and issued 131.4 262,732,941 132.0 264,038,001 132.6 133.5 265,136,237 1,332,716,653 1,335,039,708 133.3 Statement of income data (in millions of euros) Revenue Result before income tax, profit sharing, amortization and provisions Result before income tax, profit sharing, amortization and provisions and reversals of provisions Income tax Regulated employee profit‑sharing Optional employee profit‑sharing Net income Data per share (1) (in euros) Result after income tax and profit sharing and before amortization and provisions Basic net income per share Dividend per share Personnel Average headcount (2) Personnel costs (in millions of euros) Social security contributions (in millions of euros) 1,589.4 1,727.0 1,716.4 1,839.8 2,135.9 598.8 789.4 674.3 790.8 1,198.0 485.9 49.8 28.2 27.9 331.2 1.45 1.26 0.65 3,374 345.4 158.9 695.8 40.6 29.5 29.0 279.6 2.26 1.06 0.70 3,595 354.3 173.0 537.5 54.0 28.1 28.1 412.9 1.61 1.56 0.56 3,706 355.3 167.2 612.2 33.6 33.1 32.9 431.3 0.38 0.32 0.17 3,811 377.6 194.2 1,050.5 132.9 56.8 22.6 781.9 0.63 0.59 0.21 (1) 4,026 439.9 166.5 (1) To be proposed for approval at the General Meeting scheduled for May 24, 2023. (2) Apprentices and professional training contractors are excluded. 239 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial statements Parent company financial statements 4.2.3 Statutory Auditors’ Report on the parent company financial statements This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report includes information specifically required by European regulations or French law, such as information about the appointment of Statutory Auditors. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, Opinion In compliance with the engagement entrusted to us by your Shareholders’ Meetings, we have audited the accompanying financial statements of Dassault Systèmes S.E. for the year ended December 31, 2022. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company at December 31, 2022 and of the results of its operations for the year then ended in accordance with French accounting principles. The audit opinion expressed above is consistent with our report to the Audit Committee. Basis for opinion Audit framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under these standards are further described in the “Responsibilities of the Statutory Auditors relating to the audit of the financial statements” section of our report. Independence We conducted our audit engagement in compliance with the independence rules provided for in the French Commercial Code (Code de commerce) and the French Code of Ethics (Code de déontologie) for Statutory Auditors for the period from January 1, 2022 to the date of our report, and, in particular, we did not provide any non‑audit services prohibited by Article 5 (1) of Regulation (EU) No. 537/2014. Justification of assessments – Key audit matters In accordance with the requirements of Articles L. 823‑9 and R. 823‑7 of the French Commercial Code relating to the justification of our assessments, we inform you of the key audit matters relating to the risks of material misstatement that, in our professional judgment, were the most significant in our audit of the financial statements, as well as how we addressed those risks. These matters were addressed as part of our audit of the financial statements as a whole, and therefore contributed to the opinion we formed as expressed above. We do not provide a separate opinion on specific items of the financial statements. Recognition of revenue from contractual arrangements with multiple performance obligations Description of risk The Company’s revenue is derived from multiple sources, chief among them licenses, subscriptions, support and services, and is recognized in accordance with the methods described in the section entitled “Revenue” of Note 2 “Summary of Significant Accounting Policies” to the financial statements. Where contractual arrangements include multiple goods or services sold as a single package, determining the separate performance obligations as well as the allocation of the transaction price and how revenue should be allocated between the various performance obligations can be difficult and can require a significant degree of judgment from management: — The revenue for each element of these contractual arrangements including multiple performance obligations is allocated to each distinct performance obligation based on their stand‑alone selling price. With respect to perpetual software licenses only sold bundled with one year of support, the stand‑alone selling price is determined using the residual approach. 240 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements Allocating revenue between the various performance obligations requires analyses by management and, potentially, adjustments, both of which can be complex; — In addition, when a software license sale is combined with a service deemed essential to the functionality of the software, the two performance obligations (software and service) are not distinct. Therefore, the license revenue is recognized as and when the service obligation is recognized. Determining whether or not a service is essential to the functionality of a product requires significant judgment from management, as does analyzing the potential future profits to be gained from the corresponding long‑term contract; — Moreover, recognizing revenue from these arrangements typically requires an in‑depth analysis of contractual terms with a view to ascertaining the full scope and nature of the goods or services the Company has committed to providing. For the above reasons, we deemed the recognition of revenue from contractual arrangements with multiple performance obligations to be a key audit matter. How our audit addressed this risk As part of our audit, we gained an understanding of internal control systems relating to the recognition of revenue that were implemented by the Company and tested the design and implementation of controls relating to these systems that we considered to be the most relevant. Our approach also took into account the information systems used in recognizing revenue, by testing, with the assistance of our IT specialists, the effectiveness of the automatic controls for systems impacting revenue recognition. In addition, we reviewed the contractual arrangements with multiple performance obligations that were considered significant and other randomly selected contracts to assess whether management’s judgments regarding the determination of the various performance obligations, the allocation of the transaction price to the individual performance obligations, and the method of revenue recognition for each distinct performance obligation were consistent with the accounting policies applied by the Company. Our work consisted primarily in reviewing the contractual terms and conditions, analyzing the essentiality criteria for services associated with software sales, re‑calculating the stand‑alone selling price of each element tested, and verifying the consistency of revenue recognition with the Company’s accounting policies and French accounting principles. We also analyzed the consistency of all significant manual accounting entries affecting revenue from these contracts with the Company’s accounting policies. Lastly, we analyzed the appropriateness of the related disclosures provided in Note 2 “Summary of Significant Accounting Policies” and Note 3 “Operating Revenue” to the financial statements. Valuation of investments in subsidiaries and loans and advances to subsidiaries Description of risk As described in Note 12 “Non‑current Financial Assets” to the financial statements, investments, advances and loans amounted to €6,571.6 million and €430.3 million respectively at December 31, 2022, therefore representing some of the largest assets on the balance sheet. Investments in subsidiaries are carried at cost and may be impaired, as applicable, based on their values in use. As indicated in the section entitled “Non‑current Financial Assets” of Note 2 “Summary of Significant Accounting Policies” to the financial statements, the calculation of value in use takes into account the share of equity in the relevant subsidiaries at the reporting date, together with their long‑term profitability and strategic factors. Estimating the net realizable value therefore requires management to exercise judgment, relying on forecasts to define the profitability outlook. Accordingly, due to the inherent uncertainty of certain components of the valuation, in particular the likelihood of achieving projections, we deemed the valuation of investments in loans and advances to subsidiaries to be a key audit matter. How our audit addressed this risk In order to assess the estimated values in use of investments in loans and advances to subsidiaries, based on the information provided to us, our audit work consisted primarily in analyzing the estimated values in use determined by management in relation to the valuation method and underlying data: — for valuations based on historical data, we ensured that the equity values used were consistent with the financial statements of the entities concerned; — for valuations based on forecast data, we obtained management’s analyses on the profitability outlook and the strategic nature of these entities. With the assistance of our valuation experts, we assessed the consistency of the assumptions used with the economic environment at the reporting date and at the date on which the financial statements were prepared. 241 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements Where the value in use was lower than the acquisition value of an investment, we assessed whether an appropriate impairment loss had been recorded and, where appropriate, whether a provision for contingencies had been recognized with respect to the subsidiary in question and to any advances or loans. Lastly, we analyzed the appropriateness of the disclosures provided in Note 2 “Summary of Significant Accounting Policies”, Note 12 “Non‑current Financial Assets” and Note 24 “Information Relating to Subsidiaries and Shareholdings” to the financial statements. Tax risks Description of risk The Company is involved in a number of disputes and other proceedings, including tax disputes. As indicated in the “Provisions for Contingencies and Losses” section of Note 2 “Summary of Significant Accounting Policies”, provisions for contingencies and losses are set aside to cover probable outflows of resources, and are estimated on the basis of the most probable assumptions at the date of closing the accounts. As indicated in the “Tax disputes” paragraph of Note 1 “Description of Business and Key Events of the Year”, under recent significant tax disputes, the Company made payments totaling €144.9 million to the French tax authorities between 2014 and 2020, in respect of tax reassessments relating to the financing of acquisitions. These payments were contested by the Company and were recorded as receivables as of December 31, 2021. On May 31, 2022, the Conseil d’Etat handed down two unfavorable decisions in the context of the appeal filed by the Company. As a result, an expense representing the loss of the amounts paid to the French tax authorities was recognized in the amount of €144.9 million. Given (i) the materiality of the ongoing tax disputes that could potentially have an impact on the Company’s profit and (ii) the complex technical analyses required for their assessment, we deemed the assessment of tax risks to be a key audit matter. These analyses require a significant degree of judgment from management. Moreover, they are ultimately subject to a final decision from the tax authorities concerned. How our audit addressed this risk With guidance from experts in tax law, we analyzed the main grounds for the significant reassessment issued by the tax authorities against the Company, as well as the judgments made by management with respect to tax risks and disputes deemed significant. For the most significant tax disputes, we assessed the consistency of the assumptions made by the Company in estimating the risk with the documentation relating to these disputes. We also assessed the consistency of the tax provisions with the Company’s accounting policies and French accounting principles. With regard to the above‑mentioned dispute on the reassessments relating to the acquisition financing, we familiarized ourselves with the unfavorable decisions of the Conseil d’Etat of May 31, 2022 and verified the correct recognition of their impacts on the Company’s financial statements. Lastly, we assessed the appropriateness of the disclosures presented in Note 1 “Description of Business and Key Events of the Year”, Note 6 “Exceptional Income/Loss”, Note 7 “Income Tax”, Note 13 “Receivables” and Note 22 “Other Commitments and Contingencies” to the financial statements. Specific verifications In accordance with professional standards applicable in France, we have also performed the specific verifications required by French legal and regulatory provisions. Information given in the management report and in the other documents provided to the shareholders with respect to the Company’s financial position and the financial statements We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in Board of Directors’ management report and in the other documents provided to the shareholders with respect to the Company’s financial position and the financial statements. We attest to the fair presentation and the consistency with the financial statements of the information about payment terms referred to in Article D. 441‑6 of the French Commercial Code. Report on corporate governance We attest that the Board of Directors’ report on corporate governance sets out the information required by Articles L. 225‑37‑4, L. 22‑10‑10 and L. 22‑10‑9 of the French Commercial Code. Concerning the information given in accordance with the requirements of Article L. 22‑10‑9 of the French Commercial Code relating to compensation and benefits paid or awarded to corporate officers and any other commitments made in their favor, 242 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements we have verified its consistency with the financial statements or with the underlying information used to prepare these financial statements, and, where applicable, with the information obtained by the Company from controlled companies within its scope of consolidation. Based on this work, we attest to the accuracy and fair presentation of this information. Concerning the information given in accordance with the requirements of Article L. 22‑10‑11 of the French Commercial Code relating to those items the Company has deemed liable to have an impact in the event of a takeover bid or exchange offer, we have verified its consistency with the underlying documents that were disclosed to us. Based on this work, we have no matters to report with regard to this information. Other information In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report. Other verifications and information pursuant to legal and regulatory requirements Presentation of the financial statements to be included in the annual financial report In accordance with professional standards applicable to the Statutory Auditors’ procedures for annual and consolidated financial statements presented according to the European single electronic reporting format, we have verified that the presentation of the financial statements to be included in the annual financial report referred to in paragraph I of Article L. 451‑1‑2 of the French Monetary and Financial Code (Code monétaire et financier) and prepared under the Chairman & Chief Executive Officer’s responsibility, complies with this format, as defined by European Delegated Regulation No. 2019/815 of December 17, 2018. On the basis of our work, we conclude that the presentation of the financial statements to be included in the annual financial report complies, in all material respects, with the European single electronic reporting format. It is not our responsibility to ensure that the financial statements to be included by the Company in the annual financial report filed with the AMF correspond to those on which we carried out our work. Appointment of the Statutory Auditors We were appointed Statutory Auditors of Dassault Systèmes S.E. by the General Meeting of Shareholders held on June 8, 2005 for PricewaterhouseCoopers Audit and on May 19, 2022 for KPMG. At December 31, 2022, PricewaterhouseCoopers Audit and KPMG S.A. were in the eighteenth and the first consecutive year of their engagement, respectively. Responsibilities of management and those charged with governance for the financial statements Management is responsible for preparing financial statements giving a true and fair view in accordance with French accounting principles, and for implementing the internal control procedures it deems necessary for the preparation of financial statements that are free of material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting, unless it expects to liquidate the Company or to cease operations. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems, as well as, where applicable, any internal audit systems, relating to accounting and financial reporting procedures. The financial statements were approved by the Board of Directors. Responsibilities of the Statutory Auditors relating to the audit of the financial statements Objective and audit approach Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions taken by users on the basis of these financial statements. As specified in Article L. 823‑10‑1 of the French Commercial Code, our audit does not include assurance on the viability or quality of the Company’s management. 243 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Parent company financial statements As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditors exercise professional judgment throughout the audit. They also: — identify and assess the risks of material misstatement in the financial statements, whether due to fraud or error, design and perform audit procedures in response to those risks, and obtain audit evidence considered to be sufficient and appropriate to provide a basis for their opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; — obtain an understanding of the internal control procedures relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; — evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management and the related disclosures in the notes to the financial statements; — assess the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of the audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the Statutory Auditors conclude that a material uncertainty exists, they are required to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or are inadequate, to issue a qualified opinion or a disclaimer of opinion; — evaluate the overall presentation of the financial statements and assess whether these statements represent the underlying transactions and events in a manner that achieves fair presentation. Report to the Audit Committee We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report any significant deficiencies in internal control that we have identified regarding the accounting and financial reporting procedures. Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were the most significant for the audit of the financial statements and which constitute the key audit matters that we are required to describe in this report. We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France, as defined in particular in Articles L. 822‑10 to L. 822‑14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss any risks to our independence and the related safeguard measures with the Audit Committee. The Statutory Auditors Paris La Défense and Neuilly‑sur‑Seine, March 15, 2023 KPMG S.A PricewaterhouseCoopers Audit Jacques Pierre Partner Xavier Niffle Partner Thierry Leroux Partner 244 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTFinancial statements Parent company financial statements 4.2.4 Statutory Auditors’ Special Report on Related Party Agreements This is a free translation into English of the Statutory Auditors’ special report on related‑party agreements issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of Dassault Systèmes SE, we hereby report to you on related‑party agreements. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of agreements that have been disclosed to us or that we may have identified as part of our engagement, as well as the reasons given as to why they are beneficial for the Company, without commenting on their relevance or substance or identifying any undisclosed agreements. Under the provisions of Article R. 225‑31 of the French Commercial Code (Code de commerce), it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved. Where applicable, it is also our responsibility to provide shareholders with the information required by Article R. 225‑31 of the French Commercial Code in relation to the implementation during the year of agreements already approved by the Annual General Meeting. We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying that the information given to us is consistent with the underlying documents. Agreements submitted for the approval of the Annual General Meeting Agreements authorized and entered into during the year We were not informed of any agreements authorized and entered into during the year to be submitted for the approval of the Annual General Meeting pursuant to the provisions of Article L. 225‑38 of the French Commercial Code. Agreements already approved by the Annual General Meeting Agreements and commitments approved in previous years that were not implemented during the year We were informed of the following agreements approved by the Annual General Meeting in previous years, which remained in force but were not implemented during the year. With the Company’s Board members, in connection with the insurance policy “Civil liability of Directors and Corporate Officers” signed with the insurance company Allianz Advance payment to Board members of any legal fees incurred in proceedings instituted against them in the exercise of their corporate office. At its meeting on July 24, 1996, the Board of Directors authorized the advance payment by the Company of any legal fees and financial consequences that the Board members could incur if their personal liability is sought, in the event that the insurance policy signed with Allianz does not cover these advances and financial consequences. Payment of legal fees of Board members for any proceedings instituted in the United States. At its meeting on September 23, 2003, the Board of Directors authorized the payment by the Company of any fees and travel expenses that the Board members of the Company and its subsidiaries have to pay to prepare their personal defense before a civil, criminal or administrative Court in the United States within the scope of an inquiry or investigations carried out against the Company. Paris La Défense and Neuilly‑sur‑Seine, March 15, 2023 The Statutory Auditors KPMG S.A PricewaterhouseCoopers Audit Jacques Pierre Partner Xavier Niffle Partner Thierry Leroux Partner 245 442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMESFinancial statements Legal and Arbitration Proceedings 4.3 Legal and Arbitration Proceedings involved is occasionally In the context of its ordinary course of business, Dassault Systèmes in disputes or tax audits and occasionally receives requests from regulatory authorities. In particular, Dassault Systèmes may be subject to tax audits and reassessments by the tax authorities of the countries in which it exercises or has exercised a business activity. Certain tax reassessments have been contested by Dassault Systèmes and give rise to exchanges with the relevant tax authorities. To Dassault Systèmes’ knowledge, there are no governmental, legal or arbitration proceedings (including any proceedings of which Dassault Systèmes is aware, whether pending or threatened), that are liable to have, or have had over the 12 months immediately prior to the publication of this Universal registration document, any material impact on the Company’s financial position or profitability. 246 4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance CORPORATE GOVERNANCE 5 5 5 5.1 5.1.1 5.1.2 5.1.3 5.1.4 5.1.5 5.1.6 5.1.7 5.2 5.2.1 5.2.2 5.2.3 5.2.4 5.2.5 5.2.6 5.3 5.4 5.5 The Board’s Corporate Governance Report Composition and Practices of the Board of Directors Executives of Dassault Systèmes Compensation Policy for Corporate Officers (Mandataires Sociaux) Summary of the Compensation and Benefits due to Corporate Officers Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE Application of the AFEP‑MEDEF Code Other Information Required by Articles L. 225‑37 and L. 22‑10‑8 et seq. of the French Commercial Code Internal Control Procedures and Risk Management Definition and Objectives of Internal Control Risk Management and Internal Control Participants and Organization Internal Control and Risk Management Procedures Internal Control Procedures Relating to the Preparation and Treatment of Financial and Accounting Information Evaluation of Internal Control Limitations of Internal Control Transactions in Dassault Systèmes’ shares by the Management of Dassault Systèmes Information on the Statutory Auditors 248 249 271 272 280 290 297 297 301 301 302 303 304 305 305 306 309 Declarations Regarding the Administrative and Management Bodies 310 5 247 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report 5.1 The Board’s Corporate Governance Report Report of the Board of Directors to the Combined General Meeting of May 24, 2023 To the Shareholders of Dassault Systèmes, Shareholder dialog The purpose of this report is to describe inter alia the composition and practices of the Board of Directors of Dassault Systèmes SE, the application thereto of the principle of balanced representation of men and women and the policy and details of the compensation of corporate officers. This report was drawn up in accordance with the French Commercial Code and the regulations of the French Financial Markets Authority (AMF), based on work carried out by the Finance, Legal and Internal Audit teams of Dassault Systèmes. It was reviewed by the Audit Committee and approved by the Board of Directors on March 14, 2023. Since its IPO in 1996, Dassault Systèmes has complied with the best international standards of corporate governance. Dassault Systèmes currently adheres to most of the recommendations of the AFEP‑MEDEF Code (available on the MEDEF website: www.medef.com) and therefore summarizes in a table the reasons why it does not apply certain of these recommendations (see paragraph 5.1.6 “Application of the AFEP‑MEDEF Code”). Dassault Systèmes is committed to meeting the expectations and concerns of its shareholders. Meetings were held in 2022 and 2023 between management team representatives and investors and proxy advisors so that they could discuss their issues of concern such as certain General Meeting resolutions or in ESG (environmental, social and governance) matters. These meetings also gave the management team the opportunity to present the changes to governance announced in 2022, which took effect on January 9, 2023. Dassault Systèmes has taken into account the comments received, notably by amending this Universal registration document, including the corporate governance report (in particular the compensation policy for executive officers), and the chapter covering social, societal and environmental responsibility. Dassault Systèmes has also modified the resolutions submitted to the General Meeting of Shareholders, for example by setting, within the resolutions, performance share and share subscription option allocation conditions for executive officers and Dassault Systèmes employees, which were previously defined by the Board of Directors. A longer vesting period was also written into the resolution concerning performance share allocations. 248 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 5.1.1 Composition and Practices of the Board of Directors 5.1.1.1 Composition of the Board of Directors A percentage of women above the 40% threshold required by law As of the date of this Universal registration document, the Board of Directors of Dassault Systèmes SE comprises 12 members whose term of office is four renewable years: — Bernard Charlès (Chairman & Chief Executive Officer); — Charles Edelstenne (Honorary Chairman); — Pascal Daloz; — Xavier Cauchois; — Catherine Dassault; — Laurence Daures (lead independent director); — Odile Desforges; — Soumitra Dutta; — Marie‑Hélène Habert‑Dassault; — Toshiko Mori (lead director of sustainable development); — Hervé Andorre (director representing employees)(1); — Tanneguy de Fromont de Bouaille (director representing employees) (1); The average age of the directors is 63. In the composition of the Board of Directors, Dassault Systèmes seeks a balance between experienced and new directors, between independent and non‑independent directors, between women and men, as well as a diversity of skills, profiles and nationalities. Dassault Systèmes monitors the evolution of the composition of the Board by making projections based on all of these criteria, which has led to greater diversity within the Board in recent years. In terms of internationalization, the Board has two non‑ French directors (one Japanese and one Indian) who are also US residents, representing 17% of members. the internationalization criterion Application of thus contributed to the nomination of Ms. Geneviève Berger to replace Ms. Toshiko Mori, whose term of office expires on May 24, 2023 and who, after three terms of office of four years each, can no longer be considered independent within the meaning of the AFEP‑MEDEF Code. Ms. Geneviève Berger was Chief Research Officer at Unilever, an international group headquartered in the United Kingdom and the Netherlands and whose shares are listed on Euronext, the London Stock Exchange, and the New York Stock Exchange. She also held management positions at Swiss company Firmenich, a global leader in the perfume and flavor sector. Lastly, she spent almost 10 years as a director of AstraZeneca, a multinational company headquartered in the United Kingdom and listed on the London Stock Exchange, Stockholm Stock Exchange, and NASDAQ. Ms. Berger is a resident of Switzerland. Dassault Systèmes SE is committed to ensuring a significant representation of women on the Board. With 50% of its directors being women, Dassault Systèmes SE is above the 40% threshold required by law. This percentage has been maintained since 2019. Dassault Systèmes’ objective is to maintain a proportion of female representation on the Board of 50%. Application of this criterion thus contributed to the nomination of Ms. Geneviève Berger to replace Ms. Toshiko Mori. Skills in line with Dassault Systèmes’ strategy The directors of Dassault Systèmes SE have a complementary set of skills and experience that line up with the Company’s strategy, and enable it to respond to the challenges it faces. Among the five independent directors, three have industrial expertise (the manufacturing industry, infrastructure & cities, and new technologies) and two have accounting and financial expertise. The non‑independent directors provide the Board with extensive knowledge of the Company and its industry and businesses. Dassault Systèmes is updating the composition of its Board of Directors in line with the development of its business activities. With the acquisition of Medidata in 2019 significantly boosting Dassault Systèmes’ presence in the Life Sciences & Healthcare sector, priority was given to someone with expertise in innovation, research, physics, and human biology, as well as a good knowledge of engineering companies, to replace Ms. Toshiko Mori. ESG at the highest level of Dassault Systèmes’ corporate governance As social, societal and environmental responsibility is a core element of Dassault Systèmes’ strategy and achievements, the governance system put in place aims to ensure that social and environmental issues are better taken into account within the Company and within the Board of Directors. Ms. Toshiko Mori – architect and independent director – has been the lead director of sustainable development matters on the Board of Directors since the beginning of 2020. Ms. Toshiko Mori’s term of office expires on May 24, 2023, and after three terms of office of four years each, she can no longer be considered independent within the meaning of the AFEP‑MEDEF Code. It is therefore proposed to the General Meeting that she be replaced by Ms. Geneviève Berger. (1) The two directors representing employees were appointed, in accordance with Dassault Systèmes SE's by‑laws, by the two trade unions that obtained the highest number of votes in the first round of the elections for members of the Social and Economic Committee for Dassault Systèmes SE and its direct or indirect subsidiaries whose registered offices are located on the French territory. 5 249 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Ms. Geneviève Berger, who is a doctor in medicine, a physicist and who holds a PhD in human biology, led the French National Center for Scientific Research (CNRS) from 2000 to 2003 before spending several years as head of research for Unilever and Firmenich. Since 2015, she has been a director and a member of the Environment and Society Committee at Air Liquide, after spending nine years at AstraZeneca as an independent director responsible for sustainable development matters and a member of the Scientific Committee. She is also a member of the Supervisory Board of Institut Curie. Ms. Geneviève Berger thus has considerable expertise in the area of ESG and, more generally, in the scientific field. Subject to approval by the General Meeting of Ms. Geneviève Berger’s appointment, she will be appointed as Lead Director of Sustainable Development effective as of May 24, 2023. A percentage of independent directors greater than the recommendations of the AFEP‑MEDEF Code The proportion of independent directors within the Board of Directors of Dassault Systèmes SE is 50% (1), above the ratio of one third recommended by the AFEP‑MEDEF Code for controlled companies. To assess such independence, Dassault Systèmes SE bases its decision on the definition of the AFEP‑MEDEF Code, which has been incorporated into the internal regulation of the Board of Directors, whereby a director is independent when he or she has no relationship whatsoever with Dassault Systèmes SE, the Company or its management team, which might compromise his or her free judgment. At its meeting of March 14, 2023, the Board of Directors assessed, as it does every year, the independence of its members and concluded that five directors are independent: Ms. Desforges, Ms. Daures, Ms. Mori, Mr. Cauchois and Mr. Dutta. This decision by the Board is based on the answers from the directors to a dedicated questionnaire. The Board of Directors has also assessed the independence of Ms. Geneviève Berger, whose appointment as a director is proposed to the General Meeting of May 24, 2023, and concluded that she is independent. As none of the independent directors have a business relationship with Dassault Systèmes, the Board of Directors did not have to express an opinion, as to this day, either on the materiality of any such relationship or on the criteria used to assess it. Dassault Systèmes’ objective is to maintain the proportion of independent directors on the Board at 50%. Application of this criterion thus resulted in a proposal to appoint Ms. Geneviève Berger to replace Ms. Toshiko Mori, whose term of office expires on May 24, 2023 and who, after three terms of office of four years each, can no longer be considered independent within the meaning of the AFEP‑MEDEF Code. Appointment of a lead director among the independent directors In the interest of a balance of power, the Board of Directors, during the meeting held on March 15, 2022, decided to appoint a lead independent director, whose specific remits are described below: — to chair the annual meeting of independent directors and report back to the Board of Directors; — to call for an ad hoc session of independent directors when a key strategic decision is submitted to the Board (acquisition of a company of a significant size, etc.); — to submit recommendations regarding the practices of the Board to the Chairman and the Secretary of the Board of Directors; — to oversee the formal review of the Board of Directors carried out by the Secretary of the Board; — to prevent and manage situations, or potential situations, of conflict of interest, brought to his or her attention, and inform the Board of Directors. To fulfill his or her remit, the lead independent director: — shall have access to any documents or information that he or she judges necessary, in particular the work carried out by the committees; — may request assistance from the Secretary of the Board of Directors. The lead independent director must report annually to the Board of Directors. The table below presents the composition of the Board of Directors of Dassault Systèmes SE at the date of this Universal registration document. (1) Excluding Directors representing employees, not accounted in accordance with the law and the AFEP‑MEDEF Code. 250 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 Composition of the Board of Directors of Dassault Systèmes SE* PERSONAL INFORMATION EXPERIENCE POSITION ON THE BOARD Age Gender Nationality Number of terms of office in listed companies (1) Number of shares Indepen‑ dence Initial date of appointment Term expires Length of service on the Board DIRECTORS EXECUTIVE OFFICERS Charles Edelstenne Bernard Charlès Pascal Daloz DIRECTORS Xavier Cauchois Catherine Dassault Laurence Daures Odile Desforges Soumitra Dutta Marie‑Hélène Habert‑Dassault Toshiko Mori DIRECTORS REPRESENTING EMPLOYEES 85 M 65 M 54 M France France France 79,681,475 24,452,205 2,974,295 65 M F 55 F 49 73 F 59 M F 57 F 71 France France France France India France Japan 1,500 183,280 1,505 2,100 500 2,830 3,500 Hervé Andorre 57 M Tanneguy de Fromont de Bouaille 68 M France France 52,235 66,535 As of the date of this Universal registration document. * (1) Number excluding the term of office held within Dassault Systèmes SE. (2) Renewal proposed for approval at the General Meeting scheduled for May 24, 2023. 3 0 0 1 0 0 1 0 3 0 0 0 04/08/1993 04/08/1993 07/22/2020 2026 30 years 2026 30 years 2026 ≤ 3 years 2026 X 05/22/2018 5 years 07/20/2016 2023 (2) 7 years 2024 7 years 2025 10 years 6 years 2025 2024 9 years 2023 12 years X 05/26/2016 X 05/30/2013 X 05/23/2017 07/23/2014 X 05/26/2011 05/26/2020 06/24/2016 2024 ≤ 3 years 7 years 2024 The roles and duties performed by the corporate officers of Dassault Systèmes SE are stated in the table below. PARTICIPA‑ TION IN BOARD COMMITTEES X X X X X 5 251 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report Bernard Charlès – Chairman & Chief Executive Officer Age: 65 Nationality: French Business address: Dassault Systèmes – 10 rue Marcel‑Dassault, 78140 Vélizy‑Villacoublay – France Main position: Chairman & Chief Executive Officer of Dassault Systèmes Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2025 Date of first appointment: 04/08/1993 Number of Dassault Systèmes shares owned at December 31, 2022: 24,452,205 Attendance rate at 2022 Board meetings: 100% Biography: Bernard Charlès has served as Chairman of the Board of Directors since January 9, 2023 and the Chief Executive Officer of Dassault Systèmes since 2002. Since 1995, Bernard Charlès has had executive functions which he shared with Charles Edelstenne. Prior to holding this position, Bernard Charlès served as Dassault Systèmes’ Director of the New Technology, Research and Strategy Department from 1986 to 1988 and as Director of Strategy, Research and development from 1988 to 1995. He was Vice chairman of the Board of Directors from 2016 until January 8, 2023. Other offices and positions: Within the Dassault Systèmes Group, outside France: Chairman of the Board of Directors of Dassault Systemes Corp., Dassault Systemes SolidWorks Corporation and Centric Software, Inc. Outside the Dassault Systèmes Group, in France: None Other positions held, and expired, during the past five years: Within the Dassault Systèmes Group, outside France: Chairman of the Board of Directors of Dassault Systemes Simulia Corp., Biovia Corp. and IQMS Outside the Dassault Systèmes Group, in France: Independent Director of Sanofi (listed company) 252 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 Charles Edelstenne – Founder, Honorary Chairman and Director Age: 85 Nationality: French Business address: Groupe Industriel Marcel Dassault – 9 Rond‑Point des Champs‑Élysées – Marcel Dassault, 75008 Paris – France Main position: Chairman of Groupe Industriel Marcel Dassault (GIMD) Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2025 Date of first appointment: 04/08/1993 Number of Dassault Systèmes shares owned at December 31, 2022: 79,681,475 (including a majority of beneficial ownership shares) Attendance rate at 2022 Board meetings: 100% Biography Charles Edelstenne is Honorary Chairman and Director, having been Chairman of the Board of Directors until January 8, 2023. He had been Manager (1981–1993) and then Chairman & Chief Executive Officer (1993–2002) of Dassault Systèmes, of which he is the founder. He is also Chairman of Groupe Industriel Marcel Dassault (GIMD) (1). Charles Edelstenne is also Honorary Chairman and Director of Dassault Aviation after having occupied the positions of Vice‑President responsible for economic and financial affairs (1986‑2000), General Secretary (1975‑1986) and Chairman & Chief Executive Officer (2000‑2013). He holds a chartered accountant qualification. Other offices and positions Within the Dassault Group, in France: Chairman of GIMD; Honorary Chairman and Director of Dassault Aviation S.A. (listed company); Director of Thalès S.A. (listed company); Chairman of the Board and Chief Executive Officer of Dassault Médias S.A.; Chairman of Rond‑Point Immobilier SAS; Chairman of Rond‑Point Holding SASU; Manager of Rond‑Point Investissements EURL; Manager of SCI Maison Rouge; Chief Executive Officer of Dassault Wine Estates SASU; Chairman and member of the Board of Directors of Groupe Figaro SAS; Chairman of Société du Figaro SAS Within the Dassault Group, outside France: Director of Dassault Falcon Jet Corporation; Chairman and member of the Board of Dassault Belgique Aviation S.A. Outside the Dassault Group: Director of Carrefour S.A. (listed company); Honorary Chairman of Gifas (2); Manager of the Arie, Arie 2, Nili and Nili 2 partnerships Other positions held, and expired, during the past five years Director of SABCA (listed company); Director of Banque Lepercq de Neuflize & Co. Inc.; Chief Executive Officer and member of the Supervisory Board of GIMD; Director of Sogitec Industries S.A.; Director of Dassault Médias S.A. and of Figaro Benchmark SASU; Chairman of the Board of Directors of Dassault Systèmes (1) GIMD is the main shareholder of Dassault Systèmes SE (see paragraph 6.3.2 “Controlling Shareholder”). (2) Groupement des Industries Françaises Aéronautiques et Spatiales. 5 253 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Pascal Daloz – Deputy CEO & Chief Operating Officer Age: 54 Nationality: French Business address: Dassault Systèmes – 10 rue Marcel‑Dassault, 78140 Vélizy‑Villacoublay – France Main position: Deputy CEO & Chief Operating Officer Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2025 Date of provisional appointment by decision of the Board of Directors: 07/22/2020 Number of Dassault Systèmes shares owned at December 31, 2022: 2,974,295 Attendance rate at 2022 Board meetings: 100% Biography Pascal Daloz has been Deputy CEO & Chief Operating Officer since January 9, 2023 and Medidata CEO since 2023. He joined Dassault Systèmes in 2001 as Vice‑President R&D in charge of Sales Development and subsequently was Vice‑President, Strategy and Business Development (2003); Executive Vice‑President, Strategy and Marketing (2007); Executive Vice‑President, Corporate Strategy and Market Development (2010); Executive Vice‑President, 3DS Global Brands and Corporate Development (2014); Chief Financial Officer and Corporate Strategy Officer (2018); and subsequently Chief Operating Officer and Chief Financial Officer in 2020 and 2023. From 1992 to 1997 he was a consultant for technology innovation management at Arthur D. Little, and then senior analyst for the technology sector at Crédit Suisse First Boston Technology Group until 2001. Main other offices and positions Within the Dassault Systèmes Group, in France: Chairman of Outscale SAS and of Dassault Systèmes International SAS Within the Dassault Systèmes Group, outside France: Chairman & Chief Executive Officer of Medidata Solutions Inc., Chairman of the Board of Directors of Dassault Systemes Americas Corp. and of Medidata Holdings, Inc. Outside the Dassault Systèmes Group: Director of Fondation Mines‑Télécom and Fondation PSL, Honorary Co‑Chairman of Alliance Industrie du Futur Other positions held, and expired, during the past five years Within the Dassault Systèmes Group: Chairman of Netvibes SAS, Chairman of the Board of Directors of Netvibes Inc. and Dassault Systemes 3DExcite Corp., Director of Dassault Systemes SolidWorks Corporation, Dassault Systemes Simulia Corp, Biovia Corp. and IQMS, Chief Executive Officer of Dassault Systemes 3DExcite GmbH Outside the Dassault Systèmes Group: Director of the Nantes Advanced Study Institute for 254 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 Xavier Cauchois – Independent Director Age: 65 Nationality: French Business address: Dassault Systèmes – 10, rue Marcel Dassault, 78140 Vélizy‑Villacoublay – France Main position: Director Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2025 Date of first appointment: 05/22/2018 Number of Dassault Systèmes shares owned at December 31, 2022: 1,500 Attendance rate at 2022 Board meetings: 100% Attendance rate at 2022 Audit Committee meetings: 100% Chairman of the Audit Committee Biography Xavier Cauchois has more than 30 years of experience in auditing and consulting, as a partner of PwC France in the Paris office. He has been responsible for several management roles in France and at the European level and has supported his clients, notably in the technology, telecoms and media sectors, as well as in the health sector and more generally in industry. He was head of PwC Europe and France for the Technology sector until 2009 and also a member of the Global Strategic Committee for Auditing from 2005 to 2008. He was a member of the France Executive Committee of PWC in charge of “Partners & Strategy” from 2013 to 2016. Other offices and positions Independent director of Technicolor S.A. (a listed company) until September 27, 2022, Technicolor Creative Studios S.A. (a listed company) effective as of September 27, 2022 Other positions held, and expired, during the past five years Manager of PwC Business Services; Director of GIE PricewaterhouseCoopers; Partner at PwC Audit 5 255 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Catherine Dassault – Director Biography Catherine Dassault is a lead director of development at the Institut de l’Engagement, which helps young volunteers enrolled in France’s Civic Service scheme to pursue their studies, find a job or set up their own business. Before devoting her time to helping develop and fund medical research and education, Catherine Dassault studied law and psychology and worked in the advertising and communications industry. Other offices and positions Director of Fondation AP‑HP; Manager of Green Spark Invest SARL; Manager of TCBD & Fils (partnership); and Chair of the Fonds de dotation Citadelle Other positions held, and expired, during the past five years Director of Dassault Aviation S.A. (listed company) Age: 55 Nationality: French Business address: Groupe Industriel Marcel Dassault – 9 Rond‑Point des Champs‑Élysées – Marcel Dassault, 75008 Paris – France Main position: Active member of associations recognized to be of public interest; Lead Director of development of the Institut de l’Engagement Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2022 Date of first appointment: 07/20/2016 Number of Dassault Systèmes shares owned at December 31, 2022: 183,280 Attendance rate at 2022 Board meetings: 87.5% 256 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 Laurence Daures – Lead Independent Director Age: 49 Member of the Audit Committee Nationality: French Chair of the Compensation and Nomination Committee Business address: ESSEC Business School – 3 Avenue Bernard Hirsch – 95021 Cergy‑Pontoise – France Main position: Associate professor in the Finance department – ESSEC Business School Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2023 Date of first appointment: 05/26/2016 Number of Dassault Systèmes shares owned at December 31, 2022: 1,505 Attendance rate at 2022 Board meetings: 100% Attendance rate at 2022 Audit Committee meetings: 100% Attendance rate at 2022 Compensation and Nomination Committee meetings: 100% Biography Laurence Daures (formerly Lescourret) has been an associate professor in the Finance Department of the ESSEC Business School since 2010 and a researcher affiliated with the Center for Research in Economics and Statistics (CREST). She holds a PhD in Finance from HEC Paris (2003), a Master’s in Management from EDHEC, a “Master 104 Finance” degree from Paris Dauphine University, and a Master’s in Economic Analysis and Policy from the Paris School of Economics. Between 2004 and 2011, she was first an assistant professor, co‑Director and subsequently Director of the ESSEC Finance department. She also taught at ENSAE between 2000 and 2010. As an academic researcher, she is the author of several publications on organizing and regulating capital markets and has received distinctions for her work. She was the 2013 recipient of the Vega Prize from the Federation of European Securities Exchanges and received the 2015 award for best research Article on derivative products granted by the Montreal Institute of Structured Finance and Derivatives (IFSID). Other offices and positions Independent Director of LCL – Le Crédit Lyonnais S.A. Other positions held, and expired, during the past five years None 5 257 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Odile Desforges – Independent Director Age: 73 Nationality: French Business address: Dassault Systèmes – 10, rue Marcel Dassault, 78140 Vélizy‑Villacoublay – France Main position: Director Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2024 Date of first appointment: 05/30/2013 Number of Dassault Systèmes shares owned at December 31, 2022: 2,100 Member of the Audit Committee Biography Odile Desforges graduated from the École Centrale Paris in 1973. She began her career at the French Transport Research Institute, before joining the Renault Group in 1981 as Planner and then Product Engineer. In 1986, she joined the Purchasing Department as manager for external equipment. She then became Body Equipment Purchasing General Manager for the Renault/Volvo Purchasing Organization, then for Renault. In 1999, she became Executive Vice‑President of Renault‑VI Mack Group, before becoming President of Volvo Group’s 3P Business Unit in 2001. In 2003, she was appointed Senior Vice‑President, Purchasing, and Chairwoman & Chief Executive Officer of Renault Nissan Purchasing Organization (RNPO). Between March 1, 2009 and July 1, 2012, she was Executive Vice‑President, Engineering and Quality, and a member of the Group Executive Committee. Other offices and positions Independent Director of Faurecia (listed company) Other positions held, and expired, during the past five years Attendance rate at 2022 Board meetings: 100% Director of Safran (listed company), Imerys, RNBV, RNTBCI, Renault Espana S.A., Sequana and Johnson Matthey Plc Attendance rate at 2022 Audit Committee meetings: 100% 258 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 Soumitra Dutta – Independent Director Age: 59 Member of the Compensation and Nomination Committee Nationality: Indian Chairman of the Scientific Committee Biography Soumitra Dutta began his career in 1985 as a research assistant at the University of California, Berkeley, USA. Between 1988 and 1990, he gained further research experience at General Electric. He then joined Insead, the international management school based in Fontainebleau (France), where he served as lecturer then Dean of Technology and E‑learning. In 1999, he set up eLab@Insead, the school’s research and analytics center focused on big data analytics for businesses, which he headed until 2012. In 2002, he was named Dean of Executive Education at Insead. During his tenure at Insead, Soumitra Dutta also participated in setting up and managing three strategy consultancies specialized in new technologies and innovation, which he developed before selling them. From 2012 to 2022, he was successively Dean of the Samuel Curtis Johnson Graduate School of Management and Founding Dean of the College of Business at Cornell University (New York, United States). On June 1, 2022, he was appointed Dean of the Saïd Business School at the University of Oxford. Other offices and positions Chairman of the Board of Directors of The Global Business Schools Network (GBSN) Other positions held, and expired, during the past five years Director of Sodexo (listed company), member of the Board of Shareholders of ZS Associates (United States – until April 2022) and Chairman of the Board of Directors of The Association to Advance Collegiate Schools of Business (AACSB) Business address: Saïd Business School, University of Oxford, Park End Street, Oxford OX1 3LW, UK Main position: The Peter Moores Dean, Saïd Business School, University of Oxford Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2024 Date of first appointment: 05/23/2017 Number of Dassault Systèmes shares owned at December 31, 2022: 250 Number of Dassault Systèmes shares owned at March 15, 2023: 500 Attendance rate at 2022 Board meetings: 100% Attendance rate at 2022 Scientific Committee meetings: 100% Attendance rate at 2022 Compensation and Nomination Committee meetings: 100% 5 259 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Marie‑Hélène Habert‑Dassault – Director Age: 57 Nationality: French Business address: Groupe Industriel Marcel Dassault – 9 Rond‑Point des Champs‑Élysées – Marcel Dassault, 75008 Paris – France Main position: Director of Communication and Patronage, GIMD Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2023 Date of first appointment: 07/23/2014 Number of Dassault Systèmes shares owned at December 31, 2022: 2,830* Attendance rate at 2022 Board meetings: 100% Biography Marie‑Hélène Habert‑Dassault has been Director of Communication and Patronage of the Groupe Industriel Marcel Dassault (GIMD) since 1998. She joined GIMD in 1991 as Deputy Director of Communication after having started her career at the DDB advertising agency in London as a media planning consultant. She holds a Master’s degree in Business Law and Taxation, a Business Law practitioner diploma (Assas, France,1988) and a Master’s in Strategy and Marketing (Sciences Po, Paris, 1989). Other offices and positions Within the Dassault Group: Chair of the Supervisory Board of GIMD; Vice‑Chair of the Supervisory Board of Immobilière Dassault S.A. (listed company); Member of the Supervisory Board of Rond‑Point Immobilier SAS; Member of the Board of Directors of Dassault Aviation S.A. (listed company); Director and Chair of the Serge Dassault Foundation; Director of Artcurial S.A. Outside the Dassault Group: Director member of the Strategy Committee and of the HR and CSR Committee of Biomérieux (listed company); Member of the Strategy Committee and President of HDF; General Manager of H Investissements; General Manager of HDH Immo; Director of Siparex Associés; Manager of SCI Duquesne; Director of Fondation Fondamental Other positions held, and expired, during the past five years Member of the Supervisory Board of GIMD; Chair of the Supervisory Board of Rond‑Point Immobilier SAS; General Manager of HDH * Marie‑Hélène Habert‑Dassault is also a shareholder of GIMD. 260 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 Toshiko Mori – Independent director and Lead director of Sustainable Development Age: 71 Member of the Scientific Committee Nationality: Japanese Business address: Toshiko Mori Architect, 199 Lafayette Street, Suite 5A, New York, NY 10012 – USA Main position: Founder of Toshiko Mori Architect PLLC Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2022 Date of first appointment: 05/26/2011 Number of Dassault Systèmes shares owned at December 31, 2022: 3,500 Attendance rate at 2022 Board meetings: 100% Attendance rate at 2022 Scientific Committee meetings: 100% Biography Toshiko Mori, FAIA, is the Robert P. Hubbard Professor in the Practice of Architecture at Harvard University’s Graduate School of Design and was the Chairman of the Department of Architecture from 2002 to 2008. She is the Principal of Toshiko Mori Architect PLLC, and founder of VisionArc, a think‑tank promoting global dialog for a sustainable future. She has been honored with numerous awards, most recently the Isamu Noguchi prize in 2021; the Louis Auchincloss Prize in 2020; and, in 2019, the Architectural Record’s Women in Design Leader Award; the OMI Arts Leadership Award; and the AIA/ASCA Topaz Medallion for Excellence in Architectural Education. Nikkei Business magazine listed Mori as one of the “50 Japanese Changing the World”; Newsweek Japan listed her as one of the “100 Japanese the World Respects”; and Forbes Japan featured her as one of “100 Self‑Made Women”. Architectural Digest has included Toshiko Mori Architect in their annual “AD100” list since 2014. Eventually, she is a partner of Paracoustica, a non‑profit organization which brings music to underserved communities. In 2020, she published two new monographs, one with A+U magazine for their February 2020 issue and another with ArchiTangle Berlin titled “Toshiko Mori Architect Observations”. Other offices and positions Outside France: Member of the Advisory Committee of A+U Magazine; Member of the G1 Summit; Advisor to the Isamu Noguchi Museum; Director of James Carpenter Design Associates Inc. Other positions held, and expired, during the past five years President of World Economic Forum Global Agenda Council on Design; Member of World Economic Forum Global Future Council on Future of Cities and Urbanism; Member of the World Economic Forum Global Agenda Council on Design & Innovation 5 261 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Herve Andorre – Director Representing Employees Biography Hervé Andorre is a director representing employees, appointed to this position by the “Ensemble à DS” labor union. He has been Director, Culture & Management at Dassault Systèmes since 2015, having previously served as Director of Human Resources Development for the Group from 2003. He was Head of Human Resources for the R&D and CATIA organizations between 2003 and 2008. He joined Dassault Systèmes in 1998 to create the Human Resources Development function within the Company. Previously, he worked as an engineer and subsequently as a human resources manager at IBM France. Other offices and positions None Other positions held, and expired, during the past five years None Age: 57 Nationality: French Business address: Dassault Systèmes – 10, rue Marcel Dassault, 78140 Vélizy‑Villacoublay – France Main position: Director, Culture & Management Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2023 Date of first appointment: 05/26/2020 Number of Dassault Systèmes shares owned at December 31, 2022: 52,235 Attendance rate at 2022 Board meetings: 100% 262 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 Tanneguy de Fromont de Bouaille – Director Representing Employees Biography Tanneguy de Fromont de Bouaille is the director representing employees appointed by the CFE‑CGC. He was recruited by Dassault Systèmes in 1992 and currently serves as Senior Director, Corporate Affairs after having been employed as General Manager of Dassault Data Services (between 1992 and 2004), Europe Sales Administration Director for ENOVIA (between 2004 and 2012) and Consumer Goods and Retail Industry Sales Director of Dassault Systèmes (between 2012 and 2019). He previously held technical functions and subsequently commercial agency management functions with Cap Gemini France and Cap Gemini America. Tanneguy de Fromont de Bouaille graduated from École Centrale Lyon and the Massachusetts Institute of Technology. Other offices and positions None Other positions held, and expired, during the past five years None Age: 68 Nationality: French Business address: Dassault Systèmes – 10, rue Marcel Dassault, 78140 Vélizy‑Villacoublay – France Main position: Senior Director, Corporate Affairs of Dassault Systèmes Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2023 Date of first appointment: 06/24/2016 Number of Dassault Systèmes shares owned at December 31, 2022: 66,535 Attendance rate at 2022 Board meetings: 100% 5 263 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report 5.1.1.2 Practices of the Board of Directors Temporary combination of the roles of Chairman and Chief Executive Officer From 2002 until January 8, 2023, Dassault Systèmes separated the roles of Chairman of the Board and Chief Executive Officer. In addition to the balance of powers that this offers, it enables the Chairman and the Chief Executive Officer to concentrate on their specific remits (described below) within an experienced and harmonious management team (Mr. Charles Edelstenne previously held both roles as Chairman & Chief Executive Officer of Dassault Systèmes SE). Thus, in 2022 and until January 8, 2023: — Mr. Bernard Charlès, Vice chairman of the Board & Chief Executive Officer, kept the Chairman of the Board regularly informed of significant matters concerning Dassault Systèmes and in particular its strategy, organization and investment projects; — Mr. Charles Edelstenne, Chairman of the Board, organized and supervised the work of the Board and reported thereon at the General Meeting of Shareholders. He oversaw the smooth running of the corporate bodies of Dassault Systèmes SE and compliance with best governance practices, and ensured that the directors were able to fulfill their duties; — he also oversaw the maintenance of quality relations with shareholders in close coordination with measures taken in this area by Mr. Bernard Charlès. To report on this mission, an overview of the change in shareholding in the Company and shareholder dialog was presented and discussed each year during the Board meetings; — all of these tasks of the Chairman of the Board were directed toward serving Dassault Systèmes and his actions were taken into account in reviewing and determining his compensation. On January 9, 2023, Mr. Charles Edelstenne reached the age limit stipulated in the by‑laws for the role of Chairman of the Board. In accordance with the Board of Directors’ decisions at its meetings of April 26 and May 19, 2022, on the recommendation of the Compensation and Nomination Committee, the following succession plan carefully crafted over several years in line with Dassault Systèmes’ long‑term strategy was implemented and took effect on January 9, 2023: — Mr. Charles Edelstenne, founder of Dassault Systèmes, was appointed Honorary Chairman and remains a member of the Board of Directors of Dassault Systèmes; — Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer, was appointed Chairman & Chief Executive Officer; — Mr. Pascal Daloz, Chief Operating Officer, was appointed Deputy CEO & Chief Operating Officer. He is also a member of the Board of Directors of Dassault Systèmes. The pairing of Mr. Charles Edelstenne and Mr. Bernard Charlès was thus succeeded by the pairing of Mr. Bernard Charlès and Mr. Pascal Daloz. A plan to separate the roles of Chairman of the Board and Chief Executive Officer once again at the end of a transition period expected to last approximately two years is under consideration. The Chief Executive Officer is vested by law with the most extensive powers to act on behalf of Dassault Systèmes SE, subject to the limitations of powers indicated in paragraph 5.1.1.4 “Powers of the Chief Executive Officer” below. He represents Dassault Systèmes SE in its dealings with third parties. The Board of Directors has set up a number of special committees to help it perform its tasks: the Audit Committee (established in 1996), the Compensation and Nomination Committee and the Scientific Committee (established in 2005). These Committees report regularly to the Board as to the performance of their missions. The composition of these Committees and their practices are described in paragraph 5.1.1.3 “Composition, Practices and Activities of the Board Committees”. The Board of Directors also appointed a lead independent director, whose specific remits are described in paragraph 5.1.1.1 “Composition of the Board of Directors”, and a lead director of sustainable development matters. Measures taken to ensure a balance of power within the Board of Directors Since Dassault Systèmes is committed to ensuring a balance of power within the Board of Directors, several measures have been taken in this regard: — the Board of Directors, during the meeting held on March 15, 2022, decided to appoint Ms. Laurence Daures as lead independent director among the independent directors. She is responsible for the prevention and management of conflicts of interest within the Board of Directors, for making recommendations concerning its functioning and for overseeing its formal evaluation. In addition, she may request an extraordinary meeting of the independent directors when a key strategic decision is submitted to the Board (for an exhaustive list of her duties, see paragraph 5.1.1.1 “Composition of the Board of Directors”); — 50% of the members of the Board of Directors are independent directors (excluding directors representing employees – see paragraph 5.1.1.1 “Composition of the Board of Directors”); — 100% of the members of all Board committees are independent directors (see paragraph 5.1.1.3 “Composition, Practices and Activities of the Board Committees”); — independent directors meet, each year, without the presence of executive officers and other directors, to hold a general discussion on the functioning of the Board of Directors and discuss specific subjects (for details regarding the independent directors’ session held in 2022, see the 264 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 paragraph “Meeting of independent directors (annual executive sessions)” below); — the Board of Directors must authorize all acquisitions or disposals of entities, shareholdings or assets (excluding intragroup transactions) and any use of external funding if the amount of the transaction exceeds €500 million (see paragraph 5.1.1.4 “Powers of the Chief Executive Officer”); — within the scope of its duties, the Compensation and Nomination Committee reviews the succession plan for the executive officers and for all members of the Executive team each year. Main provisions of the Board’s internal regulation The Board of Directors has established an internal regulation, which was amended on December 16, 2021 to provide in particular for the appointment of a lead independent director as of March 2022 and to specify his or her role. The Board of Directors has also stated the minimum number of shares that must be held by directors (excluding directors representing employees) for the duration of their terms of office and at the latest two years after their appointment. This number is 500 shares with a minimum of 250 shares during the first year in office. The internal regulation sets out the necessary consideration of social and environmental issues in the definition and implementation of Dassault Systèmes’ strategic directions. It stipulates the frequency of Board meetings and how Board members may participate in them. It also provides the information rules of the Board, whether such information is provided on a regular basis (e.g. information on off‑balance sheet commitments and the cash position) or in case of events which may have a material impact on Dassault Systèmes’ prospects, outlook or on the implementation of Dassault Systèmes’ strategy. The internal regulation requires that, each year: — the Board reviews the independence of the directors; — the independent directors meet without the executive officers and other directors to hold a general discussion regarding the practices of the Board of Directors and debate specific subjects; and the involvement of a director in a transaction in which Dassault Systèmes has a direct interest, or which has come to their attention in their capacity as a director, must be notified to the Board prior to its conclusion. In addition, directors are not permitted to use their title or position to obtain benefits of any kind, for themselves or third parties. In terms of the number of positions held in other companies, each director is required to inform the Board of any other position held in another French or foreign company, including in their committees. Moreover, the executive officers must first obtain the approval from the Board prior to accepting a new term of office in a listed company. Eventually, the internal regulation requires directors to comply with the rules set up regarding the prevention of insider trading. The Audit Committee has its own charter. The Board of Directors’ activities in 2022 The Board of Directors met nine times in 2022, with an attendance rate of 99%. The Board of Directors discussed the areas provided for in applicable legislation and mainly the following issues: — the definition and review of strategic directions; — the review of the ESG (Environment, Social and Governance) strategy – the Company’s targets, plans of action and achievements – and the results of the climate risk and opportunity assessment, following a review by the lead director of sustainability matters; — the financial statements and the budget (approval of the annual and consolidated financial statements of 2021, the consolidated financial statements for the first half of 2022 and the provisional financial statements for 2022; review of the quarterly results and the financial objectives for 2022); the Board was kept informed of Dassault Systèmes’ financial situation through the reports of the Audit Committee and the presentations made at each meeting by the Chief Operating Officer; — the notice of the General Meeting of Shareholders and the drafting of the Universal registration document 2021; — the review of the assessment of the internal control system; — the Board discusses its functioning. Every three years, — the compensation of corporate officers and allocation of the Board conducts a formal review. shares and share subscription options; In terms of confidentiality obligations, the Board’s internal regulation stipulates that the directors, or any persons attending meetings of the Board or one of its Committees, must keep confidential all information obtained in connection with the fulfillment of their duties. In terms of preventing and managing conflicts of interest, all directors are required to notify the Board of any actual or potential conflicts of interest with Dassault Systèmes and, in such circumstances, to abstain from participating in the discussions and from voting on such matters. In particular, — the implementation of an employee share ownership plan; — the Board’s composition and practices (including a review of the independent status of directors and a formal review of the Board); — implementation of the new governance for 2023; — Dassault Systèmes SE’s compliance with corporate governance rules and recommendations; — the policy on equal employment and pay; 5 265 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report — the compliance program, including risk mapping for corruption and influence peddling, in accordance with the recommendation of the French Anti‑Corruption Agency. The Board of Directors also received a report on the meetings of the Ethics Committee; — the prevention and management of risks within the Company, following a review by the three committees of the Board of Directors at a special annual meeting (see paragraph “Meetings of independent directors (annual executive sessions)” below). Consideration by the Board of social and environmental issues In February 2012, and driven by the Chairman and Chief Executive Officer, Dassault Systèmes published its purpose, which aims at contributing to sustainable development in all its components: to provide business and people with 3DEXPERIENCE universes to imagine sustainable innovations, capable of harmonizing products, nature and life. This purpose determines not only the selection of acquisitions and product developments but also the culture and values of the Company and of each one of its organizations. Social, societal and environmental responsibility is thus central to Dassault Systèmes’ strategy and its achievements. It is applied to all levels of the Company: — the Board of Directors considers sustainability as part of its reviews and decisions on the strategy, according to French law and its internal rules. The Board sets multi‑year strategic guidelines in this field, in accordance with the AFEP‑MEDEF Code; — Dassault Systèmes appointed an independent director to act as lead director with regard to sustainability issues within the Board of Directors. The lead director reviews Dassault Systèmes’ ESG targets, action plans and achievements before reporting on these matters to the Board; — each committee of the Board of Directors (all composed exclusively of independent directors) is in charge of sustainability as it relates to its missions: – the Scientific Committee reviews the evolution of Dassault Systèmes’ sustainability solutions portfolio and analyses the potential technological breakthroughs impacting its market, – the Audit Committee includes in its annual program the review of new ESG reporting requirements and all related matters, – the Compensation and Nomination Committee reviews certain governance matters including succession plans for executive officers and members of the Executive team, their compensation, and retention and long‑term incentive plans for Company executives and employees. In particular, the Committee reviews the performance criteria, including the ESG indicator, for the annual variable compensation of the executive officers; — the members of the three Board of Directors Committees now meet at two annual sessions: one dedicated to sustainability issues and the other one dedicated to risk prevention and management within the Company, including ESG risks (see “Sessions of Independent Directors (annual executive sessions)” below); — the annual variable compensation of the executive officers and members of the Executive Operating Committee is partly based on a multi‑criteria ESG indicator. The vesting of performance shares granted in 2023 to the executive officers (as well as to Dassault Systèmes’ eligible employees) will also depend in part on an ESG indicator; — within the Operations Executive Committee, Florence Verzelen, Executive Vice President, Industries, Marketing & Sustainable Development, is responsible for Dassault Systèmes’ sustainability roadmap, in terms of product development strategy to help customers become more sustainable (handprint), and the management of Dassault Systèmes’ environmental footprint; — the Sustainability Steering Committee brings together the executive managers of the Company’s key functions four times a year to discuss action plans and progress in support of the sustainable development strategy. The Committee is co‑chaired by Florence Verzelen, Executive Industries, Marketing & Sustainable Vice President, Development, and Thibault de Tersant, Executive Vice President, Corporate Secretary of Dassault Systèmes; — the Chief Sustainability Officer is the Committee’s secretary. She leads Dassault Systèmes’ sustainable development strategy around three pillars: Expertise, which orchestrates environmental reporting operations, the management of extra‑financial ratings and the animation of the network of ESG contributors so that they share their best practices; Ecosystem, which interacts with all institutional, academic, analyst and integrator partners on sustainable development issues; Engagement, which supports strategic clients in their sustainability challenges, as well as the development and the deployment of the solutions portfolio, particularly in line with the sustainable development factors retained by the EU Taxonomy. This involves the animation of a network of more than 40 Sustainability Leads, who implements the Company’s sustainability strategy in the geographical areas, brands and industries and the Zero Carbon Team, which brings together the seven key functions committed to achieving science‑based carbon reduction targets; — in 2021, the Finance Department created a Sustainable Finance and Procurement unit in charge of ensuring the reliability of the reporting process and non‑financial information, the calculation of indicators relating to the EU Taxonomy and the risk assessment on the basis of climate scenarios. 266 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 Meetings of independent directors (annual executive sessions) Every year, the three committees of the Board of Directors (composed exclusively of independent directors) hold a dedicated session. In September 2022, as in September 2021, this session was devoted to the prevention and management of risks within the Company. At the start of 2022, a specialist risk management consultancy firm was tasked with evaluating the maturity of Dassault Systèmes’ program. The results of this evaluation and a comparative assessment of market best practices were presented to the independent directors. The Risk Management Steering Committee then presented an updated mapping of the Company’s risks including the sub‑mappings that exist currently for specific risks (including anti‑corruption, social, societal and environmental responsibility issues, cybersecurity and personal data, duty of care and purchasing). As is the case each year, these presentations were followed by discussions among the independent directors, without the presence of Dassault Systèmes’ teams, on the practices of the Board in order to provide the Board with an opinion and recommendations on the subject. In September 2021, the independent directors conducted a review of some specific risks, particularly with regard to corruption and cybersecurity. Effective as of 2023, the annual session devoted to the prevention and management of risks within the Company and to the Board’s practices will be supplemented by an annual meeting on sustainable development matters, in accordance with the independent directors’ wishes. Directors’ training Each year, all the directors of Dassault Systèmes are invited to attend a dedicated information day on the 3DS Paris Campus and the 3DEXPERIENCE Forum event in France or the United States, where they can receive feedback from the Company’s customers and partners. In 2022, the annual information day for directors was devoted to sustainable development. The various sessions provided the opportunity to present: — Dassault Systèmes’ ambition to lead by example in terms of sustainable development for its own activities throughout the world; — the Company’s portfolio of solutions enabling customers to make an upfront assessment of the impact of their choices throughout their products’ life cycle (from eco‑design to responsible production and optimization of logistics); — the practical initiatives implemented by Dassault Systèmes to train and empower employees in respect of sustainable development issues and to raise awareness amongst its partners by encouraging them to take concerted action. In 2021, this day was devoted to an overview of the key economic sectors that are the focus of Dassault Systèmes’ strategy (Manufacturing Industries, Life Sciences & Healthcare, Infrastructure & Cities). In accordance with the AFEP‑MEDEF Code, each director may request, if he or she considers it necessary, additional training in specific aspects of Dassault Systèmes, its business lines, business sector and ESG challenges, and in particular, climate‑related issues. Any director representing employees benefits from training specifically designed for them to fulfill their directorship responsibilities. Finally, the members of the Audit Committee receive, upon appointment, information on the specific accounting, financial and operational aspects of Dassault Systèmes. The Board’s review of its practices and performance The Board of Directors is constantly seeking to improve its composition and practices. To this end: — it solicits the independent directors’ comments on the subject. The independent directors meet each year during a dedicated session to provide an opinion, in particular, on the practices of the Board; — it holds a debate at least once a year on its functioning; and checks that important issues are suitably prepared and debated; and — it conducts a formal review every three years, in accordance with its internal regulation and the AFEP‑ MEDEF Code. Following their meeting in September 2022, the independent directors reported that they were very satisfied with the practices and composition of the Board of Directors, in line with the highest standards of governance in terms of independence and diversity. They expressed a wish to explore certain matters in greater depth at independent directors’ sessions or during the annual information day dedicated to directors. Each year, Management takes into account these comments to improve directors’ understanding of Dassault Systèmes’ business activity and ambition. The results of the formal reviews organized in 2018 and 2021 with all directors were extremely positive. The comments and suggestions made by the directors during the reviews have been taken into account: — the schedule for meetings of the Board and its committees was modified and the independent directors’ session extended to allow them to comprehensively discuss, in addition to corporate governance, other strategic subjects in a holistic manner; — a joint Audit Committee and Scientific Committee meeting, which was greatly appreciated by the directors, was organized 5 267 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report in 2019 to discuss the planned acquisition of Medidata Solutions, Inc; It approves the annual plan for internal audits and gives its opinion on the department’s organization. — management has continued to pay close attention to the issues addressed during the directors’ annual information day, rated as excellent quality and rewarding by the independent directors, and will ensure that joint committee meetings are organized to plan ahead for major decisions, especially when a significant acquisition is being considered. The Board of Directors thus declared that it was satisfied with the effective contribution of each director to its work, notably on the basis of their respective skills, the attendance and the involvement in the debates of the Board and its committees. The Compensation and Nomination Committee is in charge of reviewing the effective contribution of the independent directors to the Board’s work before reporting its conclusions to the Board of Directors. 5.1.1.3 Composition, Practices and Activities of the Board Committees Audit Committee The Audit Committee consists solely of independent directors: Mr. Xavier Cauchois, who chairs the Committee, Ms. Odile Desforges and Ms. Laurence Daures. All have financial or accounting expertise. The Audit Committee, in line with its charter, is responsible for overseeing: Eventually, it authorizes the Statutory Auditors to provide services other than the certification of the financial statements. In the performance of its missions, the Audit Committee is given presentations by Dassault Systèmes’ finance department, particularly regarding risks and, as the case may be, off‑balance sheet commitments, and during the audit of the financial statements, a presentation from the Statutory Auditors on the results of the statutory audit and the accounting options selected. With regard to the efficiency of the internal control and risk management systems, the Statutory Auditors inform the Audit Committee of their main findings and the Internal Audit Director reports to the Audit Committee the conclusions of his/her work. In addition, the Committee may call on external experts, having assessed their expertise and independence. In 2022, the Audit Committee met seven times, including three meetings at the headquarters, which were attended by the Chief Operating Officer, the Chief Financial Officer, the Group Controller, the Financial Reporting Director, the Internal Audit Director, the General Counsel and the Statutory Auditors, with whom regular discussions were held without the management of Dassault Systèmes attending such discussions. The attendance rate at the Audit Committee meetings in 2022 was 100%. During 2022, the Audit Committee had the opportunity to discuss, or to give its opinion on, various topics brought to its attention at its regular meetings, including: — matters related to the preparation and the auditing of accounting, financial and non‑financial information, in compliance with applicable regulations; — as part of the quarterly and annual closings, a review of Dassault Systèmes’ performance, its targets and the consolidated and parent company financial statements; — questions related to the implementation of regulations in the process of being rolled out; — the preparation process for financial and non‑financial information, the effectiveness of the internal control and risk management systems, the audit by the Statutory Auditors of the annual financial statements and consolidated financial statements and the independence of the Statutory Auditors; and — the relationship between Dassault Systèmes and its Statutory Auditors. In this regard, the Audit Committee is involved in appointing and reappointing the Statutory Auditors. It monitors the Statutory Auditors to ensure they fulfill their mission and takes into account the findings and conclusions of the Haut Conseil du Commissariat aux Comptes after audits have been conducted. On all these matters, this Committee reports its recommendations to the Board of Directors. The Audit Committee also provides the Board of Directors with regular reports on its activities, the results of the process of certification of the financial statements by the Statutory Auditors, how this process contributed to the integrity of the financial and non‑financial information and the role it played in this process. It informs the Board of Directors immediately of any difficulties it encounters. — the authorization of services other than certification of the financial statements performed by the Statutory Auditors; — the validation and follow‑up of an audit plan for fiscal year 2022; — the validation and follow‑up of the 2022 internal audit, the review of the internal control assessment system and the review of fraud cases; — drafting of the external audit plan and budget for 2022; — the progress of the transition and the start of KPMG S.A.’s term as the new Principal Statutory Auditor, as approved by the General Meeting of May 19, 2022; — the review of information systems within Group financial activities and related transformation projects; — the review and follow‑up of the standardization of order‑to‑cash processes during the year; — the monitoring of tax risks, changes to the tax environment, in particular in France and the United States, the review of the withholding tax reporting process, and getting Dassault Systèmes ready for the OECD’s Pillar II GLoBE program; — the monitoring of the main disputes and other proceedings, such as civil, commercial and tax proceedings, which are 268 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 generally linked to its day‑to‑day operations; in particular, the review of the risks and then the consequences of the two adverse decisions by the Court of Appeal in connection with the appeal brought by the Group concerning acquisition finance‑related tax adjustments disputed by the Group (please refer to Note 10 Income Taxes in the notes to the Group’s consolidated financial statements for the fiscal year ended December 31, 2022 set out in Chapter 4.1 of this Universal registration document); — acquisition projects; — the “TOGETHER” employee shareholding plans; — the review of the 2021 consolidated non‑financial statement, presented by the Independent Verifier, and the review plan for 2022, in particular in terms of the new requirements relating to EU Taxonomy; — the monitoring of the Russian invasion of Ukraine and the associated impacts and risks for the Group’s operations in Russia; — the follow‑up of the Group financing policy with management’s proposal to launch a Negotiable EUropean Commercial Paper (NEU CP) program; — an overview of the organization of sustainable finance activities within the Company, along with priorities and action plans in this area, the changes in non‑financial reporting requirements with the publication of and changes in a number of international, European and US standards, and the associated challenges and key success factors, — the update to the Audit Committee Charter, in particular to set out the committee’s role in terms of non‑financial disclosures: – review of the reporting process and its consistency with new standards, – review of the level of effectiveness of the related internal control, – review of the assurance relating to the annual and consolidated non‑financial reporting and assessment of the independence of the statutory auditors or the audit firms, – review of the potential impacts on the financial statements arising from ESG and climate challenges (as well as related laws and regulations), and – the Charter’s Annex on the non‑audit related services performed by the Statutory Auditors; — the main account closing options for the fiscal year. Compensation and Nomination Committee The Compensation and Nomination Committee is composed solely of independent directors: Ms. Laurence Daures, who chairs the Committee, and Mr. Soumitra Dutta. The main duties of this Committee are: — to propose to the Board of Directors the amounts for compensation and benefits of the executive officers, including the formulas and the rules to apply for determining variable compensation, and to verify the application of these rules; — to propose the amount and the rules for allocation of the directors’ compensation in respect of their directorship; — to propose to the Board of Directors the appointment or renewal of directors and organize their selection procedure, which breaks down into several steps: determining the selection criteria in line with the diversity policy applicable to the Board, search for candidates, meeting the selected candidates, and decision by the Committee with a view to making a recommendation to the Board; — to examine the independence of those directors who are identified as such, based on the criteria set out in the AFEP‑MEDEF Code; — to assess the effective contribution of the independent directors to the work of the Board; — to examine Dassault Systèmes’ appointment policy and to be informed of the compensation policy for the managers, including non‑corporate officers; — to discuss the employee profit‑sharing and incentive plan, in particular the allocation of performance shares and share subscription options; and — to propose to the Board of Directors solutions in case of vacancy of the position of Chairman of the Board and of Chief Executive Officer. In this respect, and before being appointed Chairman & Chief Executive Officer in January 2023, Mr. Bernard Charlès had been appointed as Vice chairman of the Board of Directors so that he could act as Chairman of the Board in the event of absence or vacancy in relation to the Chairman position. In 2023, Mr. Pascal Daloz was appointed Deputy CEO & Chief Operating Officer; — In addition, the Committee meets regularly with the members of Dassault Systèmes’ Executive Committee as well as members of the management teams and oversees preparations for the future through an annual review, with Mr. Bernard Charlès, of the composition of the Executive Committee and of the short‑ and medium‑long‑term succession plan for its members. When the Compensation and Nomination Committee carries out its appointment work, it liaises with Mr. Charles Edelstenne and Mr. Bernard Charlès. In relation to its duties, the Committee met four times in 2022, with an attendance rate of 100%. During these meetings, it carried out all of the missions described above; it also made observations and recommendations to the Board on the following subjects: — the governance and composition of the Board of Directors and its committees, including the implementation of the new governance structure as from January 9, 2023, and the appointment of a lead director from among the independent directors; — the selection criteria, consistent with the Board’s diversity blueprint and targets, for the next independent directors within the meaning of the AFEP‑MEDEF Code 5 269 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report to replace those who can no longer be considered as such in the short or medium term, in particular Ms. Toshiko Mori in 2023 (parity, international profile, ESG expertise, representative of the life sciences sector); — the independence of directors, which was reviewed based on the responses of each director to a dedicated questionnaire, and the assessment of their actual contribution to the Board’s work; — the amount and the allocation of the compensation allocated to directors; — the minimum number of shares that must be held by directors; — the composition of the Operations Executive Committee in 2022, the short‑ and medium‑long term succession plan for its members and their compensation; — the compensation of executive officers; — the share allocation plans and share subscription options for Dassault Systèmes executives and employees; — the implementation of an employee share ownership plan; and — the compensation policy for Dassault Systèmes directors, including non‑corporate officers. On a general and ongoing basis, the Compensation and Nomination Committee monitors the compliance of Dassault Systèmes with applicable laws and regulations and best practices in the area of corporate governance, in particular with respect to the composition of the Board. Scientific Committee Like the other Board committees, the Scientific Committee is composed solely of independent directors: Ms. Toshiko Mori and Mr. Soumitra Dutta, Chairman of the Committee. The Committee reviews the main directions of research and development, as well as Dassault Systèmes’ technological achievements, and makes recommendations on these matters. The persons in charge of these matters within Dassault Systèmes are invited to the Committee’s meetings. The Scientific Committee met twice in 2022, with an attendance rate of 100%. The Scientific Committee reviewed the main topics that are central to Dassault Systèmes’ strategy, and more specifically the virtuous and circular consideration of individual experiences and sustainability issues in future industrial offers. They also addressed the following subjects: — the investigation of networks using the social inference technology developed by Bloom, based on the modeling of influence dynamics. These next‑generation algorithms offer far greater flexibility and relevance in prospecting than siloed keyword‑based analysis; — the potential of virtual twins in the field of health, both to prevent infection risks in hospital and to enable a new approach to patient pathways and home support; — Dassault Systèmes’ key focus of systems governance for the experience economy (cybersystems); — the potential of virtual twins in their ability to generate new possibilities, including the reconstruction from reality (materials, products, factories, systems, processes) and the area of new materials development (biochemicals, substances) in greater harmony with the environment, practices and recycling. 5.1.1.4 Powers of the Chief Executive Officer Pursuant to French law, the Chief Executive Officer represents Dassault Systèmes SE in dealings with third parties within the limits set by its corporate purpose and by the powers reserved by law to the shareholders or the Board of Directors. However, under Dassault Systèmes SE’s by‑laws, certain decisions of the Chief Executive Officer are submitted to the prior approval of the Board. This covers, in particular, the acquisition or the disposal of an entity, shareholding or asset (excluding internal transactions) or the use of external funding (bank loan or capital market issue), if the amount of the transaction exceeds a threshold set each year by the Board. This threshold, which was set by the Board on March 14, 2023, is €500 million. On March 14, 2023, the Board also authorized the Chief Executive Officer to grant guarantees, endorsements or securities in the name of Dassault Systèmes SE: — without any limitation on the amount, in order to guarantee any commitments made with respect to tax and customs administrations or made by companies controlled by Dassault Systèmes SE; — up to an aggregate amount of €500 million in other cases. 270 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 5.1.2 Executives of Dassault Systèmes Dassault Systèmes’ new governance organization was announced on April 27, 2022 and took effect on January 9, 2023, in line with the Company’s long‑term strategy. Accordingly, Mr. Bernard Charlès, who was previously Vice chairman of the Board of Directors and Chief Executive Officer, became Chairman & Chief Executive Officer and Mr. Pascal Daloz, who was previously Chief Operating Officer, became Deputy CEO & Chief Operating Officer. The Executive team, which separates the long‑term strategy from the governance and operational performance of Dassault Systèmes, is composed as follows: Bernard Charlès (1) Pascal Daloz (1) Thibault de Tersant Chairman & Chief Executive Officer Deputy CEO & Chief Operating Officer Senior Executive Vice‑President and General Secretary Since February 3, 2022, the Operations Executive Committee, reporting to Mr. Pascal Daloz, has had 11 members, including 5 women: Pascal Daloz Florence Hu‑Aubigny Philippe Laufer Rouven Bergmann Florence Verzelen (2) Olivier Ribet Samson Khaou Erik Swedberg Laurence Barthès Elisa Prisner Victoire de Margerie Deputy CEO & Chief Operating Officer since January 9, 2023 (previously Chief Operating Officer) Executive Vice‑President, Research & Development Executive Vice‑President, 3DS Global Brands Executive Vice‑President, Chief Financial Officer Executive Vice‑President, Industry, Marketing & Sustainability Executive Vice‑President, EMEA (3) Executive Vice‑President, Asia‑Pacific Executive Vice‑President, Americas Executive Vice‑President, Chief People & Information Officer Vice‑President Corporate Strategy & Platform Transformation Vice‑President Corporate Equity, Marketing & Communications (1) Mr. Bernard Charlès and Mr. Pascal Daloz are executive officers (dirigeants mandataires sociaux exécutifs) within the meaning of the AFEP‑MEDEF Code. (2) As social, societal and environmental responsibility is the focus of Dassault Systèmes’ strategy and of its achievements, Ms. Florence Verzelen is responsible for sustainable development matters on the Operations Executive Committee. (3) Europe Middle East Africa. Gender equality objective within governing bodies Upon the proposal of the executive management, the Board of Directors has set the objective of maintaining a proportion of women of approximatively 40% within the Executive team. This proportion is up sharply, from 22% in 2019 to 38.5% since 2020. Dassault Systèmes has a strong ambition in terms of gender equality and promotes the increased representation of women in top positions of responsibility with specific actions taken at the recruitment stage and a follow‑up based on objectives that are assessed annually (see paragraph 5.1.7.5 “Gender Equality within the Executive Team and Top Positions of Responsibility”). 5 271 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report 5.1.3 Compensation Policy for Corporate Officers (Mandataires Sociaux) A compensation policy in line with the corporate interest, strategy and durability of Dassault Systèmes Dassault Systèmes’ long‑term strategy is based on its purpose, which aims at contributing to sustainable development in all its components: to provide business and people with 3DEXPERIENCE universes in order to imagine sustainable innovations, capable of harmonizing products, nature and life. Dassault Systèmes’ compensation policy is defined to be in the Company’s corporate interest in order to attract, motivate and retain highly qualified profiles, for whom competition in the market is intense, to promote the Company’s success and durability, which depend on the achievement of its strategic objectives, including in relation to ESG, as well as its commercial and financial objectives, in the medium and long term. Any change in the compensation of the Chairman of the Board of Directors, the Chief Executive Officer or the Deputy CEO & Chief Operating Officer is based on performance, changes in Dassault Systèmes’ scope and its market shares. The development of macro‑economic data and data specific to Dassault Systèmes SE (including the employment and compensation conditions applicable to employees) over the past three years is also reviewed. Any significant change in their compensation is thus made over long intervals, in accordance with the recommendation of the AFEP‑MEDEF Code. The compensation of the Chairman of the Board of Directors and the Chief Executive Officer was last increased in 2021, when the Board of Directors, upon the recommendation of the Compensation and Nomination Committee, decided to increase the fixed annual compensation of Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, and the target annual compensation for objectives achieved of Mr. Bernard Charlès, Chief Executive Officer, by 4% compared with 2020. These compensations had remained unchanged since 2014 and 2018, respectively. These increases notably reflected Dassault Systèmes’ new ambition published in 2020 – creating the virtual twin experience of the human body – and the expansion of its market, in particular following the acquisition of Medidata Solutions, Inc., which resulted in a doubling of the potential market. They were decided by taking into account the compensation conditions of employees: — the increases in the fixed compensation of the Chairman of the Board of Directors and the target annual compensation for objectives achieved of the Chief Executive Officer were at a level equivalent to half of the overall increase of Dassault Systèmes SE employees’ salaries between 2018 and 2021; — the increase in the fixed compensation of the Chairman of the Board of Directors and the Chief Executive Officer was effective as of April 1, 2021, the date on which the fixed compensation of the employees was also increased. The compensation structure for the Chief Executive Officer and Deputy CEO & Chief Operating Officer is the same as for Dassault Systèmes’ Executive team. Their compensation is composed of a fixed portion and a variable portion. The variable portion may represent a significant part of the total compensation if the annual targets are achieved or outperformed. The targets are reviewed every year in order to be consistent with Dassault Systèmes’ strategic orientations. However, the Chief Executive Officer and the Deputy CEO & Chief Operating Officer are not eligible for profit‑sharing payments, from which all Dassault Systèmes SE’s employees benefit, unlike the other members of the Executive team attached to France. See the specific details for the Deputy CEO & Chief Operating Officer in 2023 in paragraph 5.1.3.3 “Compensation of the Deputy CEO & Chief Operating Officer”. A Deputy CEO & Chief Operating Officer was appointed for the first time on January 9, 2023. The current compensation policy thus includes a new paragraph on the compensation of the Deputy CEO & Chief Operating Officer (5.1.3.3 “Compensation of the Deputy CEO & Chief Operating Officer”). Shareholder approval The compensation policy for the corporate officers of Dassault Systèmes is set out each year in March by the Board of Directors, upon the recommendation of the Compensation and Nomination Committee. The Committee exercises its missions with complete independence based on the benchmarking of compensation granted to directors, Chairmen of Boards of Directors or Supervisory Boards, CEOs and Deputy CEOs of companies in the CAC 40 index mainly, and of compensation granted to CEOs, who are often also founders, and Deputy CEOs of international technology companies. The benchmark used by the Committee is stable. The members of the Committee, all of whom are independent directors, discuss the subject of compensation in the absence of the persons concerned, including the Chief Executive Officer and Deputy CEO & Chief Operating Officer. In accordance with Article L. 22‑10‑34, II of the French Commercial Code, the compensation elements paid or allocated in 2022 to Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, and Mr. Bernard Charlès, Vice chairman of the Board & Chief Executive Officer until January 8, 2023, are subject to a shareholders’ vote. The payment of the variable or extraordinary compensation elements resulting from the implementation of the compensation policy for the 2022 fiscal year applicable to Mr. Charles Edelstenne and Mr. Bernard Charlès and approved by the General Meeting held on May 19, 2022, is thus subject to shareholder approval at the next General Meeting (see also paragraph 7.1 272 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 “Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting on May 24, 2023”). In 2022, such resolutions relating to compensation elements paid or allocated in 2021 to Mr. Charles Edelstenne (7th resolution) and to Mr. Bernard Charlès (8th resolution) were approved at 98.24% and 77.89%, respectively. Some of the information included in the corporate governance report are also submitted to a vote of the shareholders in accordance with Article L. 22‑10‑34, I of the French Commercial Code (see paragraph 7.1 “Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting on May 24, 2023”). Furthermore, in accordance with Article L. 22‑10‑8 of the French Commercial Code, the compensation policy for corporate officers, as set forth in paragraph 5.1.3, will be subject to the approval of the next General Meeting (see also paragraph 7.1 “Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting on May 24, 2023”). Pursuant to Article L. 22‑10‑34, II of the French Commercial Code, the payment of the variable or extraordinary compensation elements, resulting from the implementation of the compensation policy for 2023, to: — Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023; — Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, then Chairman of the Board and Chief Executive Officer effective as of January 9, 2023; and — Mr. Pascal Daloz, appointed Deputy CEO & Chief Operating Officer on January 9, 2023. will be subject to shareholder approval at the General Meeting approving the financial statements for fiscal year 2023. 5.1.3.1 Compensation of Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023 The annual compensation of Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, is fixed compensation only, as recommended by the AFEP‑MEDEF Code. He does not receive any multi‑year or other variable compensation, any additional retirement plan, any indemnity under a non‑competition clause or any benefit in kind other than mandatory supplemental medical coverage. All compensation paid to him by the Company is paid by Dassault Systèmes SE, a company incorporated under the laws of France and main operating company of Dassault Systèmes. As a reminder, Mr. Charles Edelstenne stepped down from his role as Chairman of the Board of Directors on January 9, 2023. At its meeting of March 14, 2023, the Board of Directors set out the amount of annual fixed compensation for Mr. Charles Edelstenne at €1,020,000, unchanged from 2022 and 2021, i.e. €19,318 for the period from January 1 to 8, 2023. 5.1.3.2 Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer It is recalled that Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, was appointed Chairman of the Board of Directors, in addition to his role as Chief Executive Officer, effective as of January 9, 2023. At its meeting of March 14, 2023, the Board of Directors decided, on the recommendation of the Compensation and Nomination Committee, that Mr. Bernard Charlès’ compensation for his new position as Chairman & Chief Executive Officer would be identical to the amount he received in his role as Chief Executive Officer. It is recalled that, throughout his term of office as Vice chairman of the Board of Directors until January 8, 2023, Mr. Bernard Charlès was not entitled to any compensation in respect of this role. This section therefore applies to Mr. Bernard Charlès for the whole of 2023. The compensation of the Chairman & Chief Executive Officer consists of a fixed and a variable annual compensation as well as benefits in kind corresponding to the use of a vehicle and a mandatory supplemental medical coverage. In the event of a forced departure, he may receive an indemnity, subject to the satisfaction of certain conditions, including a performance condition. The Chairman & Chief Executive Officer does not receive any multi‑year variable compensation, additional pension plan or compensation under a non‑competition clause. All compensation paid by the Company to the Chairman & Chief Executive Officer is paid by Dassault Systèmes SE, a company incorporated under the laws of France and main operating company of Dassault Systèmes. 5 Mr. Bernard Charlès has also been granted performance shares as part of the gradual process of associating Mr. Bernard Charlès with the company’s capital with the aim of ultimately recognizing his entrepreneurial role for over 35 years with Dassault Systèmes and providing him with an equity stake comparable to that of founders of companies in the same sector, and more generally, of his peers in technology companies around the world. Only Dassault Systèmes SE allocates performance shares to Mr. Bernard Charlès, who is not entitled to any share subscription or purchase options. 273 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Fixed and variable annual compensation The Chairman & Chief Executive Officer receives a target annual compensation for objectives achieved comprised of a fixed portion for 50%, paid monthly, and a variable portion for 50%, paid (subject to the approval of the General Meeting of Shareholders) annually in relation to the achievement of the performance criteria previously set by the Board of Directors. For 2023, these criteria, as set out below by the Board of Directors, are in line with Dassault Systèmes’ strategic orientations in the short, medium and long term. Therefore, they contribute to the objectives of the compensation policy of Dassault Systèmes to promote the Company’s success and durability. These criteria include an ESG indicator, representing 15% of the variable portion in 2023. The purely qualitative portion of these criteria is limited to 15%, compared with 20% previously. The ESG criteria and associated targets are reviewed annually to ensure consistency with Dassault Systèmes’ ESG strategy for 2027. For more details on Dassault Systèmes’ ESG strategy for 2027, see paragraph 1.8 “Environmental, Social, and Governance Performance” and Chapter 2 “Social, Societal and Environmental Responsibility”. Performance criteria triggering the payment of variable compensation to the Chairman & Chief Executive Officer Type Weighting Dassault Systèmes’ ESG indicator based on four environmental, social and governance criteria*: Quantifiable – employee pride and satisfaction rates measured via an annual internal survey Quantifiable 15% 1/4 Cap 140% 140% – proportion of women on the Board of Directors, the Executive team Quantifiable 1/4 140% and among People Managers – share of total IFRS revenue (software and services) deemed eligible within the Quantifiable 1/4 140% meaning of EU Taxonomy. This indicator is used to assess the growing contribution of Dassault Systèmes’ revenue‑generating activities to climate change mitigation – reduction in greenhouse gas emissions in line with the targets submitted to the Quantifiable 1/4 140% Science‑Based Targets initiative (SBTi): – emissions from Dassault Systèmes’ own operations (scopes 1 and 2), – emissions from business travel and commuting (scope 3), – percentage of suppliers (by emissions weight) who have set science‑based targets for reduction Diluted net earnings per share on a non‑IFRS consolidated basis in line with the objectives announced by Dassault Systèmes for the year Quantifiable 20% 140% Company efficiency processes, measured by the fact that the non‑IFRS operating margin is in line with the objectives announced by Dassault Systèmes for the year Quantifiable 15% 140% Competitive position, measured by relative revenue growth compared to competitors and consistency of the growth in cloud and 3DEXPERIENCE revenue with the targets announced by Dassault Systèmes for the year Composition of product portfolio Implementation of Dassault Systèmes’ short‑, medium‑ and long‑term strategy contributing to future growth * These indicators will be calculated at constant scope. Quantifiable 15% 140% Quantifiable Qualitative 20% 15% 140% 140% 274 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 To determine whether the above criteria are met, the Compensation and Nomination Committee verifies in March of Year N+1 to what extent the targets set in March of Year N have been met. The level of achievement of the objectives determines the amount actually paid for the variable compensation, which can result in a payment below the target, or above the target up to 140% overall and per criterion. No minimum payment is guaranteed and, in the event of an outperformance, the allocated amount is capped. There is no mechanism for the return of the variable portion of the Chairman & Chief Executive Officer’s compensation. During its March 14, 2023 meeting, the Board of Directors set the amount of the annual target compensation with targets achieved for Mr. Bernard Charlès for 2023 at €2,890,000, composed of a fixed amount of €1,445,000 and a variable portion of no more than 140% of the fixed portion, the amount of which will depend upon the achievement of the targets and will be subject to the approval of the General Meeting of Shareholders called to approve the 2023 financial statements. The annual target compensation with targets achieved for Mr. Bernard Charlès therefore remains unchanged for 2023 compared with 2022 and 2021. Performance shares Prior to the IPO of Dassault Systèmes in 1996, Mr. Bernard Charlès had not benefited from an equity stake in the Company. In this context and since 2005, the Board of Directors, with the authorization of the General Meeting and on the recommendation of the Compensation and Nomination Committee, grants performance shares to Mr. Bernard Charlès each year as part of the gradual process of associating him with the Company’s capital with the aim of ultimately recognizing his entrepreneurial role for over 35 years with Dassault Systèmes and providing him with an equity stake comparable to that of founders of companies in the same sector, and more generally, of his peers in technology companies around the world. The number of shares allocated accordingly is 1,500,000 (1) per year. (2) The acquisition of these shares is subject to conditions of presence and performance set by the Board that are identical to those stipulated for the acquisition of shares granted to Dassault Systèmes’ eligible employees (excluding MEDIDATA) in France and in the United States who are entitled to them. Therefore, at its meeting on March 14, 2023, the Board of Directors decided that performance shares will be granted in 2023 to the Chairman & Chief Executive Officer, under the authorization of the General Meeting of Shareholders, as part of the gradual process of associating him with the Company’s capital that began many years ago. The number will be the same as in previous years, i.e., 1,500,000. These shares will be acquired at the end of a three‑year vesting period, subject to the satisfaction of a condition of presence and a performance condition. Although this allocation of shares is not intended to provide the Chairman & Chief Executive Officer with a compensation but to gradually associate him with Dassault Systèmes’ capital, it is subject, as for all Dassault Systèmes’ employees who receive performance share allocations, to rigorous performance criteria based on the intrinsic financial and non‑financial performance of Dassault Systèmes. In this respect, no minimum amount is guaranteed. It therefore contributes to the objectives of the compensation policy of Dassault Systèmes to promote the Company’s success and durability. 5 275 (1) This number corresponds to the 300,000 shares granted up until 2021, before the five‑for‑one stock split in July 2021. (2) In 2018, the Board of Directors granted performance shares to certain Dassault Systèmes’ employees and the Chief Executive Officer in May and in September. The grant made in September was an anticipated grant for 2019 so that it could be subject to the legal framework for the authorization of the General Meeting of September 4, 2015, which expired on November 4, 2018. Consequently, no performance shares were granted in 2019 to the Chief Executive Officer. 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report The Board of Directors set these criteria as follows for 2023. Performance criteria triggering the vesting of performance shares granted to the Chairman & Chief Executive Officer ESG indicator based on three environmental, social and governance criteria*: Type Weighting Minimum level of achievement Quantifiable 20% Minimum level of achievement for each Cap 100% of the three ESG criteria and sub‑criteria: between 75% and 100% of the target. For each criterion, a “payment” level (60% minimum and, in the event of an outperformance, up to a maximum of 140%) is determined based on the level of achievement. This “payment” level will be equal to zero if the minimum level is not achieved. The number of shares vested for this tranche will depend on the weighted average of the “payment” levels for all ESG criteria and sub‑criteria. – proportion of women on the Board of Quantifiable 1/3 Directors, the Executive team and among People Managers – share of total IFRS revenue (software Quantifiable 1/3 and services) deemed eligible within the meaning of EU Taxonomy. This indicator is used to assess the growing contribution of Dassault Systèmes’ revenue‑generating activities to climate change mitigation – reduction in greenhouse gas emissions Quantifiable 1/3 See above 140% 140% 140% in line with the targets submitted to the Science‑Based Targets initiative (SBTi): – emissions from Dassault Systèmes’ own operations (scopes 1 and 2) – emissions from business travel and commuting (scope 3) – percentage of suppliers (by emissions weight) who have set science‑based targets for reduction Growth in diluted net earnings per share on a non‑IFRS consolidated basis, neutralized from currency effects (hereinafter “EPS”): EPS achieved in 2025 compared with EPS achieved in 2022 The growth rate will be set by the Board of Directors in accordance with the growth rate that will be included in the multi‑year objectives published by Dassault Systèmes on its Capital Markets Day on June 9, 2023 * These indicators will be calculated at constant scope. Quantifiable 80% Minimum level of achievement: 80% of the 100% target. No performance shares may be acquired for this tranche if the achievement level is below 80%. If the achievement level is between 80% and 100%, the number of shares granted will progress linearly from 50% to 100%. No performance shares may be acquired by the Chairman & Chief Executive Officer if the achievement level of the targets for growth in EPS and for each of the ESG criteria is below the minimum levels set by the Board referred to above. If the achievement level is greater than 100%, the number of shares vested will be capped at 100%. If the continued employment condition is not met at the time of the vesting of the shares, except in the case of retirement or of disability, no shares will be acquired by the Chairman & Chief Executive Officer. 276 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 There is no mandatory holding period after the vesting of these shares. However, in accordance with the AFEP‑MEDEF Code and the French Financial Markets Authority (AMF) recommendations, since 2007, the Board of Directors has, with each allocation, set the percentage of shares thus acquired that the Chairman & Chief Executive Officer will be required to keep in registered form for as long as he holds office. Accordingly, on March 14, 2023, the Board of Directors decided that this percentage would be equal, as it has been every year since 2007, to 15% of the shares vested. This percentage is calculated after deduction of the number of shares that it would be necessary to sell in order to pay taxes due, social charges and expenses related to the sale of the total number of shares vested. The Chairman & Chief Executive Officer cannot enter into forward transactions that allow him to guarantee a capital gain in the event of the sale of his performance shares. He has formally agreed to this prohibition which is also stated in the Dassault Systèmes Insider Trading Rules. Benefits in kind The Chairman & Chief Executive Officer receives benefits in kind corresponding to the use of the vehicle made available to him by Dassault Systèmes SE and a mandatory supplemental medical coverage. Indemnity due in the event of imposed departure The Chairman & Chief Executive Officer may receive compensation for the termination of his functions whose principle and amount are subject to certain conditions, in particular performance conditions, in accordance with the French Commercial Code and the AFEP‑MEDEF Code. Thus, the indemnity would be due in case of a change in control or strategy duly acknowledged by the Board of Directors, which results in an imposed departure in the subsequent 12 months. The indemnity may also be paid, in compliance with the AFEP‑MEDEF Code, if the imposed departure is not linked to the poor results of Dassault Systèmes or to mismanagement by the Chief Executive Officer. In this case, the Board of Directors is entitled to decide to pay all or part of the indemnity. However, the indemnity would not be due in the event that Bernard Charlès were to leave Dassault Systèmes on his own initiative to take a new position elsewhere, or were to be assigned a new position within the Company, or if he were to receive retirement benefits shortly after leaving. Furthermore, in the event of exceptional circumstances seriously damaging the image or results of Dassault Systèmes and significantly reducing, in the opinion of the Board, the market price of Dassault Systèmes’ shares or in the event of misconduct other than in connection with his corporate functions and incompatible with the normal performance of his term of office, the Board may decide that the indemnity payment is not due. The amount of the indemnity due to Mr. Bernard Charlès, in the event of the termination of his functions, will be equivalent to a maximum of two years of compensation as Chairman & Chief Executive Officer and will depend on satisfying the performance conditions established for calculating his variable compensation. The amount paid would be calculated pro rata with respect to the percentage of variable compensation which was paid during the three years preceding his departure as compared to the targeted variable compensation for such years, using the following formula: — the aggregate gross compensation (including variable compensation but excluding benefits in kind and directors’ compensation) due in connection with his term of office as director for the two years ended prior to the date of departure; — multiplied by the quotient of (i) the amount of variable compensation actually paid during the three fiscal years ended prior to the date of departure with regard to their respective years of reference (numerator), divided by (ii) the amount of target variable compensation determined for each of these years by the Board of Directors on the basis of achievement of the objectives set for Dassault Systèmes (denominator). The indemnity is thus subject to performance conditions related to achieving targets fixed for the variable compensation. 5.1.3.3 Compensation of the Deputy CEO & Chief Operating Officer Mr. Pascal Daloz, who has been Chief Operating Officer since 2020 and a Dassault Systèmes SE employee since 2001, was appointed as Deputy CEO & Chief Operating Officer (directeur general délégué) as of January 9, 2023 by decision of the Board of Directors on May 19, 2022. Mr. Pascal Daloz cannot be compensated for his term as Deputy CEO & Chief Operating Officer before the General Meeting of Shareholders of May 24, 2023, which will approve the compensation policy that applies to him. His employment agreement and the compensation allocated to this role shall therefore remain in force until May 24, 2023 (inclusive). As of May 25, 2023, subject to approval by the General Meeting of the compensation policy for corporate officers (mandataires sociaux) as set out in this section, 5.1.3 “Compensation Policy for Corporate Officers (Mandataires Sociaux)”, Mr. Pascal Daloz’s employment agreement will be terminated. He in fact submitted a letter of resignation from his role as an employee on March 6, 2023, resulting in the termination of his employment agreement on May 25, 2023, subject to approval by the General Meeting of May 24, 2023 of the compensation policy for corporate officers. As of May 25, 2023, Mr. Pascal Daloz will therefore no longer receive any compensation in respect of his employment agreement and will be compensated for his role as Deputy CEO & Chief Operating Officer, in accordance with the following. 5 277 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report — Compensation policy applicable to the Deputy CEO & Performance shares Chief Operating Officer as of May 25, 2023 Upon the recommendation of the Compensation and Nomination Committee, the Board of Directors meeting of March 14, 2023, defined the compensation policy applicable to the Deputy CEO & Chief Operating Officer for the first time. The compensation for this role consists of a fixed and a variable annual compensation as well as benefits in kind corresponding to the payment of travel expenses and mandatory supplemental medical coverage. In the event of a forced departure, he may receive an indemnity, subject to the satisfaction of certain conditions, including a performance condition. The Deputy CEO & Chief Operating Officer does not receive any multi‑year variable compensation or any additional retirement plan or indemnity under a non‑competition clause. All compensation paid by the Company to the Deputy CEO & Chief Operating Officer is paid by Dassault Systèmes SE, a company incorporated under the laws of France and main operating company of Dassault Systèmes. The Deputy CEO & Chief Operating Officer is also granted performance share allocations. Only Dassault Systèmes SE allocates performance shares to the Deputy CEO & Chief Operating Officer, who is not granted any share subscription or purchase options. Fixed and variable annual compensation The Deputy CEO & Chief Operating Officer receives a target annual compensation for objectives achieved comprised of a fixed portion for 50%, paid monthly, and a variable portion for 50%, paid (subject to the approval of the General Meeting of Shareholders) annually in relation to the achievement of the performance criteria previously set by the Board of Directors. These criteria, as defined by the Board of Directors, are the same as those applicable for the annual variable compensation of the Chairman & Chief Executive Officer (see above in paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”). There is no mechanism for the return of the variable portion of the Deputy CEO & Chief Operating Officer’s compensation. During its March 14, 2023 meeting, the Board of Directors set the amount of the annual target compensation with targets achieved for the Deputy CEO & Chief Operating Officer at €1,400,000, composed of a fixed amount of €700,000 and a variable portion of no more than 140% of the fixed portion, the amount of which will depend upon the achievement of the targets and will be subject to the approval of the General Meeting of Shareholders called to approve the 2023 financial statements. The compensation of the Deputy CEO & Chief Operating Officer in consideration of his office as of May 25, 2023 will be prorated. At its meeting on March 14, 2023, the Board of Directors decided that 450,000 performance shares will be granted in 2023 to the Deputy CEO & Chief Operating Officer, per the authorization granted by the General Meeting of Shareholders. The vesting of these shares is subject to conditions of continued employment and performance that are identical to those stipulated for the vesting of shares granted to eligible employees of Dassault Systèmes (excluding MEDIDATA) in France and the United States, and to the Chairman & Chief Executive Officer (see above, paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”). There is no mandatory holding period after the vesting of these shares. However, in accordance with the AFEP‑ MEDEF Code and the French Financial Markets Authority (AMF) recommendations, the Board of Directors has set the percentage of shares thus acquired that the Deputy CEO & Chief Operating Officer will be required to keep in registered form for as long as he holds office. Accordingly, on March 14, 2023, the Board of Directors decided that this percentage would be equal to 15% of the shares acquired. This percentage is calculated after deduction of the number of shares that would be necessary to sell in order to pay taxes due, social charges and expenses related to the sale of the total number of shares vested. The Deputy CEO & Chief Operating Officer cannot enter into forward transactions that allow him to guarantee a capital gain in the event of the sale of his performance shares. He has formally agreed to this prohibition which is also stated in the Dassault Systèmes Insider Trading Rules. Benefits in kind The Deputy CEO & Chief Operating Officer receives benefits in kind corresponding to the payment of travel expenses and mandatory supplemental medical coverage. Indemnity due in the event of imposed departure The Deputy CEO & Chief Operating Officer may receive an indemnity for the termination of his functions, with the same conditions, in particular performance conditions, being applicable to the principle and amount as for the indemnity that may be awarded to the Chairman & Chief Executive Officer. — Compensation paid to the Deputy CEO & Chief Operating Officer pursuant to his employment agreement from January 1 to May 24, 2023 Mr. Pascal Daloz cannot be compensated for his term as Deputy CEO & Chief Operating Officer before the General Meeting of Shareholders of May 24, 2023, which will approve the compensation policy that applies to him. His employment agreement and the compensation allocated to this role shall therefore remain in force until May 24, 2023 (inclusive), it being specified that the resignation of Mr. Pascal Daloz from his employment position will take effect on May 25, 2023. 278 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTMr. Pascal Daloz will therefore receive under his employment agreement, for the period from January 1 to May 24, 2023 (inclusive): — annual fixed to compensation €700,000 (prorated for the period from January 1 to May 24, 2023); amounting — annual targets target variable compensation with achieved of €700,000 (prorated for the period from January 1 to May 24, 2023), the amount of which, to be paid in March 2024 and up to a maximum of 140% of the target amount, will depend on the extent to which the same targets are met as those set for the annual variable compensation of Mr. Pascal Daloz in his capacity as Deputy CEO & Chief Operating Officer and for the annual variable compensation of the Chairman & Chief Executive Officer (see above paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors & Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”); — benefits in kind corresponding to the payment of travel expenses and mandatory supplemental medical coverage; — profit‑sharing and incentives, intended for all Dassault Systèmes SE employees. In his employment position, Mr. Pascal Daloz was also entitled, in the event of the termination of his employment agreement, to (i) a non‑compete indemnity for a period of one year, calculated in accordance with the applicable collective bargaining agreement and, (ii) if applicable, severance pay, calculated in accordance with the applicable legal provisions. It should be noted that Mr. Pascal Daloz submitted a letter of resignation from his role as an employee on March 6, 2023, resulting in the termination of his employment agreement on May 25, 2023, subject to approval by the General Meeting of May 24, 2023 of the compensation policy for corporate officers. As of May 25, 2023, Mr. Pascal Daloz will therefore no longer receive any compensation in respect of his employment agreement and will not be entitled to any indemnity in this respect (no competition indemnity and no severance pay). 5.1.3.4 Directors’ Compensation The directors of Dassault Systèmes SE, including Charles Edelstenne, Bernard Charlès and Pascal Daloz, receive (formerly known as compensation “directors’ fees”). their activity for Corporate Governance The Board’s Corporate Governance Report 5 The General Meeting of May 19, 2022 increased the maximum annual amount of compensation granted to directors from €800,000 to €900,000 for the current and future fiscal years, until a further decision by the General Meeting on this issue. This proposed increase notably followed the appointment of a lead independent director whose role is compensated. In terms of criteria for allocating the total amount among the directors, Dassault Systèmes is focused on attracting, motivating and retaining highly qualified profiles. Subject to approval by the General Meeting of May 24, 2023 of the compensation policy for corporate officers, the meeting of the Board of Directors of March 14, 2023 decided to maintain the allocation criteria that were applicable in 2022, i.e.: €20,000 per director, an additional €20,000 for the Chairman of the Board, an additional €20,000 for the Chairman of the Audit Committee, an additional €10,000 for the Chairman of the Compensation and Nomination Committee and the Chairman of the Scientific Committee, and an additional €20,000 for the lead independent director (these amounts being paid in proportion to the actual term in office during the year); €4,500 per member for physical presence at a Board or Committee meeting; and €2,250 per member for participation in a Board or Committee conference call or video‑conference. In the event of the presence of the members of the Board of Directors at all the scheduled meetings of the Board, the variable part is thus structurally higher than the fixed part. 5.1.3.5 Terms of office, Employment Contracts or Service Agreements with the Company The term of office of the corporate officers of Dassault Systèmes SE is four years. They are revocable under the conditions provided by law. The employment contracts of Mr. Tanneguy de Fromont de Bouaille and Mr. Hervé Andorre have an indefinite term. They are subject to legal conditions, in particular with regard to notice and termination. For Mr. Pascal Daloz’s employment agreement, see paragraph 5.1.3.3 “Compensation of the Deputy CEO & Chief Operating Officer”. No contract for the provision of services has been concluded by the Company with one of its corporate officers. 5 279 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report 5.1.4 Summary of the Compensation and Benefits due to Corporate Officers Ratios between the compensation paid to executive corporate officers of Dassault Systèmes SE and that paid to employees who are not corporate officers Below, Dassault Systèmes SE publishes the ratios required by Article L. 22‑10‑9 of the French Commercial Code resulting from the Order of November 27, 2019 relating to the compensation of corporate officers of listed companies following the AFEP guidelines on compensation multiples as of February 2021. Dassault Systèmes SE is the Company’s main operating company, with its workforce representing 83.9% of the workforce in France as of December 31, 2022. As Dassault Systèmes SE’s equity ratios are representative, the definition of a larger scope for the purpose of presenting those ratios is not relevant. are included compensation The elements the as compensation and benefits paid in respect of fiscal year N and comprising the fixed part, the variable part paid during fiscal year N, the extraordinary compensation paid during fiscal year N, the compensation allocated to directors in respect of their term of office as a director as soon as these elements were received by the executive officer, paid during fiscal year N, performance shares granted during fiscal year N and valued at their IFRS value, and employee saving (profit‑sharing, incentives), employer contribution and benefits in kind. Compensation is calculated on a full‑time equivalent basis of Dassault Systèmes SE employees present in 2021 and 2022, excluding apprentices. The compensation elements taken into account for Mr. Charles Edelstenne and Mr. Bernard Charlès are presented in Table 1 of this chapter. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023 Ratio compared to the average compensation paid to employees of Dassault Systèmes SE Ratio compared to the median compensation paid to employees of Dassault Systèmes SE 9.6 12.8 9.5 13.5 9.6 12.8 9.3 12.8 9.8 13.3 2022 2021 2020 2019 2018 Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023 2022 2021 2020 2019 2018 Ratio compared to the average compensation paid to employees of Dassault Systèmes SE Ratio compared to the median compensation paid to employees of Dassault Systèmes SE 28.5 38.1 27.4 38.5 27.9 37.2 26.6 36.6 27.4 37.0 The compensation of Mr. Bernard Charlès taken into account to calculate the equity ratio presented above does not include the portion represented by the shares granted to him as part of the gradual process of associating him with the Company’s capital that began several years ago, with the aim of ultimately recognizing his entrepreneurial role for over 35 years with Dassault Systèmes and providing him with an equity stake comparable to that of founders of companies in the same sector, or more generally, of his peers in technology companies around the world. Prior to the IPO of Dassault Systèmes in 1996, Mr. Bernard Charlès had not benefited from an equity stake in the Company. 280 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 However, the valuation of the shares granted to Mr. Bernard Charlès within the framework of the gradual process of associating him with the capital of Dassault Systèmes SE would bring the equity ratio to the following values: Reflecting the gradual process of association to the capital of Dassault Systèmes SE Ratio compared to the average compensation paid to employees of Dassault Systèmes SE Ratio compared to the median compensation paid to employees of Dassault Systèmes SE 2022 2021 2020 2019 2018 291.4 389.0 390.0 552.2 191.3 223.0 218.7 254.6 306.5 295.3 Furthermore, Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, and Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, do not receive any additional retirement plan or any indemnity under a non‑competition clause. Annual trends in the compensation of executive corporate officers, in the Company’s performance, and in the average compensation paid to Company employees over the past 5 years The share price and net earnings per share shown in the table below reflect the five‑for‑one stock split of Dassault Systèmes’ shares on July 7, 2021. (in euros) 2022 2021 2020 2019 2018 Compensation paid to the Chairman of the Board Compensation paid to the Vice chairman of the Board of Directors and Chief Executive Officer Share price on December 31 of the reporting year Net earnings per share (non‑IFRS) Average compensation paid to the Company’s employees (other than executive officers) on a full‑time equivalent basis 1,087,150 1,070,895 1,031,645 1,027,243 1,027,100 3,243,587 33.50 1.13 3,089,077 52.31 0.95 2,997,377 33.23 0.75 2,942,933 29.31 0.73 2,855,716 20.74 0.62 113,623 112,665 107,267 110,644 104,300 The above compensation of the Vice chairman of the Board of Directors and Chief Executive Officer does not include the shares granted to Mr. Bernard Charlès as part of the gradual process of associating him with the Company’s capital. The evolution of the valuation of these shares is: Value of the shares granted to the Vice chairman of the Board of Directors and Chief Executive Officer as part of the gradual process of associating him with the Company’s capital(1) 29,865,000 (2) 40,845,000 (3) 17,526,600 (4) 21,734,506 (5) 19,950,608 (6) 5 (1) Value based on the method chosen for the consolidated financial statements before the spreading of the expense and after taking into account the performance criteria. (2) 1,500,000 2022‑B shares granted in 2022. (3) 300,000 2021‑B shares granted in 2021. This quantity was multiplied by five to attain a total of 1,500,000 following the five‑for‑one stock split of Dassault Systèmes shares that occurred on July 7, 2021. (4) 300,000 2020‑B shares granted in 2020. This quantity was multiplied by five to attain a total of 1,500,000 following the five‑for‑one stock split of Dassault Systèmes shares that occurred on July 7, 2021. (5) 300,000 2019‑B shares granted in advance in 2018. This quantity was multiplied by five to attain a total of 1,500,000 following the five‑for‑one stock split of Dassault Systèmes shares that occurred on July 7, 2021. (6) 300,000 2018‑B shares granted in 2018. This quantity was multiplied by five to attain a total of 1,500,000 following the five‑for‑one stock split of Dassault Systèmes shares that occurred on July 7, 2021. The tables below provide a summary, in accordance with the recommendations of the French Financial Markets Authority (AMF) and the AFEP‑MEDEF Code, of the compensation and benefits of any kind paid to the corporate officers of Dassault Systèmes SE, pursuant to Article L. 22‑10‑9 of the French Commercial Code (see also paragraphs 5.1.3 “Compensation Policy for Corporate Officers (Mandataires Sociaux)” and 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE”). The total compensation of the corporate officers paid and awarded during fiscal year 2022 complies with the compensation policy adopted in 2021 and the compensation policy adopted in 2022 without any changes. This compensation contributes to the long‑term performance of the Company. With respect to the Chief Executive Officer, the variable portion of his compensation is conditional on achieving demanding performance criteria and is in line with Dassault Systèmes’ strategic orientations in the short, medium and long term. For fiscal year 2022, the amount of compensation allocated to the directors of Dassault Systèmes SE in respect of their offices as members of the Board totals €736,750, of which €316,000 are allocated on the basis of their position (fixed 281 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report portion) and €420,750 on the basis of their attendance at meetings of the Board of Directors and its committees (variable portion). In accordance with the AFEP‑MEDEF Code, the variable portion of the compensation allocated to the directors is thus preponderant. Table 1: Summary of compensation and options and shares granted to each executive officer (in euros) Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023 Compensation due for the year (detailed in Table 2) (1) Value of the multi‑year variable compensation paid during the year Value of the stock options granted during the year (detailed in Table 4) Value of the performance shares granted during the year (detailed in Table 6) Value of the other long‑term compensation plans Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023 Compensation due for the year (detailed in Table 2) (1) Value of the multi‑year variable compensation paid during the year Value of the stock options granted during the year (detailed in Table 4) Value of the performance shares granted during the year (detailed in Table 6) Value of the other long‑term compensation plans 2022 2021 1,084,900 None None None None 1,077,645 None None None None 3,097,337 None None None See table below 3,229,827 None None None See table below (1) All compensation paid by the Company to Mr. Charles Edelstenne and Mr. Bernard Charlès is paid by Dassault Systèmes SE, a company incorporated under the laws of France and the principal operating company. Value of the shares granted to Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023, as part of the gradual process of associating him with the Company’s capital These shares are granted to Mr. Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023, as part of the gradual process of associating him with the Company’s capital that began several years ago, with the aim of ultimately recognizing his entrepreneurial role for over 35 years with Dassault Systèmes and providing him with an equity stake comparable to that of founders of companies in the same sector, and more generally, of his peers in technology companies around the world. (in euros) 2022 2021 Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023 Value of the shares granted (1) 29,865,000 (2) 40,845,000 (3) (1) Value based on the method chosen for the consolidated financial statements before the spreading of the expense and after taking into account the performance criteria. (2) 1,500,000 2022‑B shares granted in 2022. (3) 300,000 2021‑B shares granted in 2021. This quantity was multiplied by five to attain a total of 1,500,000, following the nominal value of Dassault Systèmes shares being split by five on July 7, 2021. These 1,500,000 shares granted to Mr. Bernard Charlès on May 19, 2022 (“2022‑B” shares) represent approximately 7.50% of the global allocation decided by the General Meeting of May 26, 2021. (1) All of these “2022‑B” shares will be acquired on May 19, 2025, subject, in accordance with the AFEP‑MEDEF Code, to a continued employment condition and a performance condition, identical to those provided for the benefit of Dassault Systèmes employees (excluding MEDIDATA) who are entitled to them (2022‑A performance share plan). The performance criterion is expressed as a non‑IFRS EPS growth rate (neutralized from currency effects) achieved in 2024 compared to the non‑IFRS EPS achieved in 2021. This growth rate was set by the Board of Directors in coherence with the growth rate included in the multi‑year objectives published by Dassault Systèmes (and described in the paragraph “Financial Objectives” of this Universal registration document, aiming at an EPS level of €1.20 in 2024. No performance shares “2022‑B” may be acquired by the Chief Executive Officer if the objective achievement level is (1) The General Meeting of May 26, 2021 set the maximum number of shares that may be granted to executive officers at 35% of the decided global allocation amount, assessed on the date of the allocation, i.e. 6,999,527 shares on May 19, 2022. 282 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 below 80%. If the achievement level is between 80% and 100%, the number of shares granted will progress linearly from 50% to 100%. If the achievement level is greater than 100%, the number of shares granted will be capped at 100%. No shares “2022‑B” may be acquired by the Chief Executive Officer if the condition of presence is not met, except in case of retirement or disability. Table 2: Summary of the compensation of each executive officer The gross compensation before tax of the executive officers is set forth in the table below. All compensation paid by the Company to the executive officers is paid by Dassault Systèmes SE, a company incorporated under the laws of France, and main operating company of Dassault Systèmes. The executive officers do not receive any compensation from Dassault Systèmes SE other than that shown in the table below. (in euros) Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023 Fixed compensation (1) Annual variable compensation Multi‑year variable compensation Extraordinary compensation Compensation allocated to directors in respect of their directorship Benefits in kind (2) TOTAL Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023 2022 2021 Amounts due for the year Amounts paid in 2022 Amounts due for the year Amounts paid in 2021 1,020,000 None None None 64,750 150 1,020,000 None None None 67,000 150 1,010,500 None None None 67,000 145 1,010,500 None None None 60,250 145 1,084,900 1,087,150 1,077,645 1,070,895 Fixed compensation Annual variable compensation (4) Multi‑year variable compensation Extraordinary compensation Compensation allocated to directors in respect of their directorship Benefits in kind (8) 1,445,000 1,590,000(5) None None 44,750 17,587 1,445,000 1,734,000 (6) None None 47,000 17,587 1,431,250 1,431,250 1,734,000 (6) 1,600,000 (7) None None 40,250 17,577 None None 47,000 17,577 TOTAL 3,097,337 3,243,587 3,229,827 3,089,077 (1) GIMD paid Mr. Charles Edelstenne, in 2022 and 2021, a gross compensation of €1,016,179 and €910,284 respectively as Chairman of GIMD. (2) These benefits in kind are linked to mandatory supplemental medical coverage. Furthermore, GIMD granted, in 2022 and 2021, benefits in kind relating to the use of a car for Mr. Charles Edelstenne, valued at €10,326 for each year. (3) With the exception of the compensation paid in respect of his term of office as a Director, Dassault Systèmes SE has paid Mr. Bernard Charlès each of the compensation elements referred to in the table above in respect of his office as Chief Executive Officer of Dassault Systèmes. In 2022, Mr. Bernard Charlès did not receive any compensation in consideration of his office as Vice chairman of the Board. (4) The rules governing the determination of variable compensation of the Chief Executive Officer are described below. (5) Variable portion due for 2022 and paid in 2023. (6) Variable portion due for 2021 and paid in 2022. (7) Variable portion due for 2020 and paid in 2021. (8) These benefits in kind are linked to mandatory supplemental medical coverage, and use of a vehicle made available to Mr. Bernard Charlès by Dassault Systèmes SE. 5 Conditions for determining the variable portion of Bernard Charlès’s compensation due in respect of fiscal year 2022 A review of the achievement of the performance criteria set in 2022 measured the variable portion of the Chief Executive Officer’s compensation for 2022 at 117%. However, in order to take account of the Company’s compensation practices and long‑term outlook regarding the office of Chief Executive Officer, which cannot be assessed solely on a strictly annual basis, and having held discussions with Charles Edelstenne and Bernard Charlès, the Compensation and Nomination Committee recommended to the Board that this percentage be weighted from 117% to 110% of the target annual variable compensation. 283 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report At its meeting on March 14, 2023, upon the recommendation of the Compensation and Nomination Committee and further to the review of the achievement of the performance criteria set in 2022, the Board set the variable portion of the Chief Executive Officer’s compensation to be paid in 2023 in respect of 2022, subject to the approval of the General Meeting of Shareholders, at €1,590,000, equivalent to 110% of the annual target variable compensation. This amount represents 110% of his fixed compensation paid in 2022. The Chief Executive Officer’s variable compensation for the 2022 fiscal year thus represents 51.3%, and his fixed compensation for the same fiscal year 46.7%, of his total compensation (for further details on the total compensation, see paragraph 5.1.4 Table 2 “Summary of the compensation of each executive officer”). The performance criteria categories are set forth in the following table with an indication, for each of them, of their respective weight and the level of payment resulting from the level of satisfaction. The level of achievement of the objectives can result in a payment below the target, or above the target up to 140%. Performance criteria categories Type Weighting Target 2022 Actual 2022 Quantifiable 15% Level of payment 120.3% Dassault Systèmes ESG indicator based on four environmental, social and governance criteria: – employee pride and satisfaction rates measured via an annual internal survey – proportion of women on the Board of Directors, the Executive team and among People Managers {Weighting: 1/3 each} – % of new licenses revenue from sustainable solutions (handprint) – the CO2 parameter (footprint) Diluted net earnings per share on a non‑ IFRS consolidated basis in line with the objectives communicated by Dassault Systèmes for the year Company efficiency processes, measured by the fact that the non‑IFRS operating margin is in line with the objectives announced by Dassault Systèmes for the year Competitive position, measured by relative revenue growth compared to competitors and the proportion of cloud revenue in the total software revenue 284 78% 81.7% 137% 40% 38.5% 22% 50% 38.5% 22.6% 114.67% 72% 68.4% 89.71% 4.8 metric tons of CO2 per employee (‑41% compared to 2018) 3.9 (‑52% compared to 2018) 140% Quantifiable 20% 0.98 1.13 130.6% Quantifiable 15% 32.7% 33.4% 114% Quantifiable 112.1% 15% The Compensation and Nomination Committee set (i) a target for Dassault Systèmes’ revenue growth compared with revenue growth for the three sectors and (ii) a target for cloud revenue as a proportion of total software revenue. For confidentiality reasons, no further details are given on this criterion. Dassault Systèmes outperformed on growth in two of the three sectors. The target set for cloud revenue as a proportion of total software revenue was exceeded. For confidentiality reasons, no further details are given on the performance. DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 Performance criteria categories Type Weighting Target 2022 Actual 2022 Composition of product portfolio Quantifiable 15% The Compensation and Nomination Committee defined achievement targets (i) for the solutions roll‑out plan and (ii) for flagship projects. Roll‑out plan and five flagship projects completed. Level of payment 123% Implementation of Dassault Systèmes’ short‑, medium‑ and long‑term strategy contributing to future growth Qualitative 20% The Compensation and Nomination 105% Committee recognized the continued implementation in 2022 of the major strategic directions approved by the Board of Directors. For confidentiality reasons, no further details are given on the actions taken and achievements made in 2022. 5 285 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Table 3: Compensation received by non‑executive directors Non‑executive directors do not receive any compensation from the Company other than that indicated in the table below, except for Mr. Pascal Daloz (1), Mr. Tanneguy de Fromont de Bouaille and Mr. Hervé Andorre (2), who also received compensation in respect of their employment contracts. in 2021 and 2022 All compensation paid by the Company to the non‑executive directors is paid by Dassault Systèmes SE, a company incorporated under the laws of France, and the main operating company of Dassault Systèmes. The compensations presented in the table below are gross compensations. (in euros) Hervé Andorre* (1) (Director representing employees) Xavier Cauchois Pascal Daloz** (Director since July 22, 2020) Catherine Dassault Laurence Daures Odile Desforges Soumitra Dutta Tanneguy de Fromont de Bouaille*** (2) (Director representing employees) Marie‑Hélène Habert‑Dassault (3) Toshiko Mori Thibault de Tersant (Director until July 22, 2020) TOTAL 2022 2021 Amounts due for the year Amounts paid in 2022 Amounts due for the year Amounts paid in 2021 44,750 89,500 ‑ 44,750 42,500 113,500 69,500 79,500 44,750 44,750 53,750 47,000 100,750 ‑ 47,000 47,000 113,250 78,500 75,000 47,000 44,750 44,750 47,000 100,750 ‑ 47,000 47,000 113,250 78,500 75,000 47,000 44,750 44,750 23,709 82,750 ‑ 15,602 40,250 90,750 56,000 66,000 38,000 40,250 42,500 ‑ 627,250 ‑ 645,000 ‑ 645,000 24,648 520,459 (1) The compensation due to Hervé Andorre, director representing employees, in respect of his term of office as a Director was paid to Ensemble à DS. (2) The compensation due to Mr. Tanneguy de Fromont de Bouaille, director representing employees, in relation to his term of office as a Director was paid to the CFE‑CGC. (3) GIMD paid Ms. Marie‑Hélène Habert‑Dassault, in 2022 and 2021, a compensation of €385,384 and €380,142 respectively for her role as Director of Communication and Patronage of GIMD. GIMD granted her, in 2022 and 2021, benefits in kind relating to the use of a car, valued at €1,584 and €1,725, respectively. In 2022 and 2021, GIMD paid Ms. Marie‑Hélène Habert‑Dassault €40,000 and €20,000 for each year for her role as a member and Chair of the Supervisory Board of GIMD. * Mr. Hervé Andorre also received compensation, in 2022 and 2021, under his employment contract (fixed and variable compensation, payment related to the use of a vehicle and benefits in kind related to compulsory supplementary medical coverage). ** Mr. Pascal Daloz also received compensation, in 2022 and 2021, under his employment contract (fixed and variable compensation and benefits in kind related to mandatory complementary medical coverage). *** Mr. Tanneguy de Fromont de Bouaille also received compensation, in 2022 and 2021, under his employment contract (fixed and variable compensation and benefits in kind related to compulsory supplementary medical coverage). (1) In 2021 and 2022, Mr. Pascal Daloz was an employee of Dassault Systèmes SE, Chief Operating Officer & Chief Financial Officer, then Chief Operating Officer as of February 3, 2022. (2) Mr. Tanneguy de Fromont de Bouaille and Mr. Hervé Andorre are directors representing employees. 286 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 Table 4: Share subscription or purchase options granted in 2022 to each executive officer by the issuer and by any of Dassault Systèmes companies (in euros) Charles Edelstenne Bernard Charlès TOTAL No. and date of the plan Type of options (purchase or subscription) Value of the options ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ Number of options granted in 2022 ‑ ‑ ‑ Exercise price Exercise period ‑ ‑ ‑ ‑ ‑ ‑ Table 5: Share subscription or purchase options exercised during 2022 by each executive officer (in euros) Charles Edelstenne Bernard Charlès TOTAL No. and date of the plan ‑ ‑ Number of options exercised in 2022 ‑ ‑ ‑ Exercise price ‑ ‑ Table 6: Shares granted in 2022 to each executive officer by the issuer and by any of Dassault Systèmes companies No. and date of the plan ‑ 2022‑B 05/19/2022 Number of performance shares granted in 2022 ‑ 1,500,000 (2) 1,500,000 Value of the shares (in euros) (1) Date of acquisition Date of availability Performance conditions ‑ 29,865,000 ‑ 05/19/2025 ‑ 05/19/2025 ‑ Yes Charles Edelstenne Bernard Charlès TOTAL (1) Value based on the method chosen for the consolidated financial statements before the spreading of the expense and after taking into account the performance criteria. (2) Such shares have been granted to Mr. Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023, as part of the gradual process of associating him with the Company’s capital, with the aim of ultimately recognizing his entrepreneurial role for over 35 years with Dassault Systèmes and providing him with an equity stake comparable to that of founders of companies in the same sector, and more generally, of his peers in technology companies around the world. 5 287 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report Table 7: Shares that became available during 2022 for each executive officer The 1,500,000 shares granted to Mr. Bernard Charlès on September 25, 2018 (known as “2019‑B”) were definitively acquired on May 23, 2022, at the end of the vesting period, the continued employment and performance conditions having been satisfied. The performance criterion (identical to the criterion for Dassault Systèmes employees who were entitled to the 2019‑ A and 2019‑A2 performance share plans) was expressed as a non‑IFRS EPS growth rate, neutralized from currency effects, achieved in 2021 compared to the non‑IFRS EPS achieved in 2018. Over the period 2018‑2021, the non‑IFRS EPS growth neutralized from currency effects (52%) exceeded the target set by the Board. The number of shares that may be acquired being capped at 100%, the Board of Directors acknowledged, on the recommendation of the Compensation and Nomination Committee, the vesting of the 1,500,000 shares granted to the Chief Executive Officer in 2018. Bernard Charlès (1) TOTAL No. and date of the plan Number of shares that became available in 2022 2019‑B 09/25/2018 1,500,000 1,500,000 (1) Such shares were granted to Mr. Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023, as part of the gradual process of associating him with the Company’s capital, with the aim of ultimately recognizing his entrepreneurial role for over 35 years with Dassault Systèmes and providing him with an equity stake comparable to that of founders of companies in the same sector, and more generally, of his peers in technology companies around the world. In accordance with the law, a portion of such shares is subject to lock‑up (see paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”). This quantity was equal to 300,000 shares initially and was multiplied by five to reach a total of 1,500,000 following the five‑for‑one stock split of Dassault Systèmes shares that occurred on July 7, 2021. From a general perspective, Mr. Bernard Charlès retains the Dassault Systèmes shares vested at the end of the vesting period for the granted shares. Thus, in 2022, Mr. Bernard Charlès retained the shares vested in May 2022 (2019‑B plan allocated in advance in 2018). On December 31, 2021, Mr. Bernard Charlès held 22,952,205 shares, representing 1.72% of Dassault Systèmes’ share capital. On December 31, 2022, Mr. Bernard Charlès held representing 1.83% of Dassault 24,452,205 shares, Systèmes’ share capital. Table 8: History of share subscription and purchase options granted See paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE” below. Table 9: History of performance shares granted See paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE” below. Table 10: Variable multi‑annual compensation granted to each executive officer The Table 10 “Summary of variable multi‑annual compensations for each executive officer” recommended by the AFEP‑ MEDEF Code is not relevant as no such variable multi‑annual compensations have been granted to any executive officer of Dassault Systèmes SE. 288 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 Table 11: Monitoring of the AFEP‑MEDEF’s Recommendations As indicated in the table below, Dassault Systèmes SE complies with the main recommendations of the AFEP‑MEDEF Code regarding compensation and benefits granted to executive officers. Employment agreement Additional retirement plan Indemnities or benefits due or which may become due in the event of termination of or change in functions Indemnities related to a non‑competition clause Executive officers Yes Charles Edelstenne Chairman of the Board of Directors until 01/08/2023 Director since (1st appointment): 04/08/1993 Bernard Charlès Vice chairman of the Board and Chief Executive Officer until 01/08/2023, Chairman & Chief Executive Officer since 01/09/2023 CEO since (1st appointment): 04/08/1993 Term: until the Annual General Meeting to be held in 2025 Pascal Daloz Deputy CEO & Chief Operating Officer Director since (1st appointment): 01/09/2023 No X X Yes Yes No X No X Yes X X* No X X X** X X*** X**** * ** The conditions for payment and the amount of the indemnities payable are described in paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”. The employment contract of Mr. Pascal Daloz, who has been the Chief Operating Officer since 2020 and a Dassault Systèmes SE employee since 2001, will remain unchanged until May 24, 2023 inclusive and will then be terminated, subject to approval by the General Meeting of the compensation policy for corporate officers. Mr. Pascal Daloz in fact submitted a letter of resignation from his role as an employee on March 6, 2023, resulting in the termination of his employment agreement on May 25, 2023, subject to approval by the General Meeting of May 24, 2023 of the compensation policy for corporate officers (see paragraph 5.1.3.3 “Compensation of the Deputy CEO & Chief Operating Officer”). *** The conditions for payment and the amount of the indemnities owed are described in paragraph 5.1.3.3 “Compensation of the Chief Operating Officer”. **** Mr. Pascal Daloz’s employment agreement provides for payment of a non‑compete indemnity under the terms and conditions described in paragraph 5.1.3.3 “Compensation of the Deputy CEO & Chief Operating Officer”. Mr. Pascal Daloz’s employment agreement will nonetheless be terminated on May 25, 2023, subject to approval by the General Meeting of the compensation policy for corporate officers. Thus, as from May 25, 2023, Mr. Pascal Daloz will not be entitled to any non‑compete indemnity. 5 There is no specific additional retirement plan for the corporate officers. The companies controlled by Dassault Systèmes SE have not paid any compensations, or granted any other benefits in kind or granted shares or subscription options to the executive officers mentioned above. 289 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report 5.1.5 Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE The Executive team of Dassault Systèmes is given long‑term incentives notably through grants of Dassault Systèmes performance shares or share subscription options to be associated with the development and performance of the Company. In general, performance shares or share subscription options may be granted to key employees, the number granted to each of them being dependent on individual performance and level of responsibility. In accordance with the AFEP‑MEDEF Code, the Board shall endeavor to allocate the performance shares and share subscription options during identical periods, usually in May after the General Meeting of Shareholders. There may have been rare exceptions to this rule, given the recent changes in the tax and legal frameworks, or the compliance with the rules regarding knowledge of inside information by the corporate officers. This rule was complied with in 2022 with regard to executive officers, as Bernard Charlès benefited from only one performance share allocation on May 19, 2022. Employee shareholding plan In order to allow the implementation of an employee shareholding plan, the General Meeting of May 26, 2021 delegated to the Board of Directors its authority to decide on an increase in the share capital of Dassault Systèmes SE of a maximum nominal amount of €1.5 million reserved (i) for the members of the company savings plans of the Company and/or its affiliated companies within the meaning of Articles L. 225‑180 of the French Commercial Code and L. 3344‑1 of the French Labor Code and (ii) for a category of beneficiaries (21st and 22nd resolutions). On May 26, 2021 the Board of Directors used this authorization to introduce an employee shareholding plan in 20 countries (covering nearly 98% of the workforce), which took the form of an increase of the nominal amount of the corporate share capital of €430,505, through the issuing of 4,305,050 new shares with a nominal value of €0.10 each, as confirmed by a decision of the Chief Executive Officer on January 20, 2022. This enabled employees to subscribe to a leveraged shareholding plan with a 15% discount and offering a capital guarantee in euros (see Note 7 to the consolidated financial statements). Options to subscribe to Dassault Systèmes shares As of December 31, 2022, there were twelve active share subscription option plans for the benefit of certain Dassault Systèmes managers and employees. The exercise price of these options was set without a discount for all the plans. The General Meeting of May 26, 2020 authorized the Board of Directors to grant options to subscribe or to purchase Company shares for a period of 38 months, provided that the total of all outstanding options does not give a right to a number of shares representing more than 4% of Dassault Systèmes SE’s share capital. The Board of Directors used this authorization to grant 1,989,674 share subscription options (“2022–01” options) to 718 beneficiaries on May 19, 2022, the exercise of which is subject to a continued employment condition and to performance conditions for each of the reference years of 2022, 2023 and 2024. The new shares created by the exercise of options between January 1 and the date of the Annual General Meeting deciding on the allocation of profit related to the most recently completed fiscal year are entitled to receive the dividend distributed with respect to that year. As a result, the new shares are traded on the same line as the previously existing shares. However, the new shares created as from the day after this Annual General Meeting do not have a right to receive this dividend. Those shares are temporarily listed on a second trading line until the date the shares trade ex‑dividend, i.e. without the right to receive the dividend to be distributed on Dassault Systèmes shares. The following table provides certain information on the plans in effect during 2022. 290 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 History of share subscription and purchase options granted (Corresponding to Table 8 of AMF Position‑Recommendation No. 2021‑02) For all the grants prior to July 7, 2021, the figures in this table (options, shares and exercise price) reflect the five‑for‑one stock split of Dassault Systèmes shares effective on that date, and the correlative multiplication of the number of shares that may be exercised. For more visibility, this table is divided into two parts: (1) plans from 2015 to 2020, and (2) plans from 2020 and 2022, the totals being mentioned in the second part for all plans. Stock option plan 2015‑01 2016‑01 2017‑01 2018‑01 2019‑01 2020‑01 Total General Meeting 05/30/2013 05/26/2016 05/26/2016 05/26/2016 05/23/2019 05/26/2020 Board of Directors 09/04/2015 05/26/2016 05/23/2017 05/22/2018 07/01/2019 05/26/2020 Total number of shares to be subscribed pursuant to options exercise – by corporate officers Starting point for exercising the options 9,827,775 9,738,925 10,251,850 9,926,005 8,161,870 7,451,580 N/A N/A N/A N/A N/A N/A 09/04/2016 05/26/2017 05/23/2018 05/22/2019 05/23/2020 05/26/2021 Expiration date 09/03/2025 05/25/2026 05/22/2027 05/21/2028 05/22/2029 05/25/2030 Exercise price (in euros) 12.40 13.80 16.40 22 28 29.09 Terms of exercise See note (1) See note (2) See note (3) See note (4) See note (5) See note (6) Total number of shares subscribed pursuant to options exercised as of 12/31/2022 Cumulative number of options canceled or lapsed as of 12/31/2022 Number of options outstanding as of 12/31/2022 6,960,935 6,392,489 5,619,841 4,621,273 2,474,708 805,995 1,742,505 1,735,880 1,984,965 1,296,135 927,723 793,385 1,124,335 1,610,556 2,647,044 4,008,597 4,759,439 5,852,200 See table below. See table below. See table below. See table below. See table below. (1) The 2015‑01 options are exercisable by one‑third tranches as from September 4, 2016, 2017 and 2018, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the diluted net earnings per share on a non‑IFRS consolidated basis (hereinafter referred to as the “EPS”), and/or the achievement of the target for his or her respective brand. (2) The 2016‑01 options are exercisable by one‑third tranches as from May 26, 2017, 2018 and 2019, respectively, provided that the beneficiary fulfills the condition of presence and performance condition relating to the EPS (neutralized from currency effects), and/or the achievement of the target for his or her respective brand. (3) The 2017‑01 options are exercisable by one‑third tranches as from May 23, 2018, 2019 and 2020, respectively, provided that the beneficiary fulfills the condition of presence and performance condition relating to the EPS (neutralized from currency effects), and/or the achievement of the target for his or her respective brand. (4) The 2018‑01 options are exercisable by one‑third tranches as from May 22, 2019, 2020 and 2021, respectively, provided that the beneficiary fulfills the condition of presence and performance condition relating to the EPS (neutralized from currency effects), and/or the achievement of the target for his or her respective brand. (5) The 2019‑01 options are exercisable by one‑third tranches as from May 23, 2020, 2021 and 2022, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the EPS (neutralized from currency effects), and/or the achievement of the target for his or her respective brand. (6) The 2020‑01 options are exercisable by one‑third tranches as from May 26, 2021, 2022, 2023 and 2024, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the EPS (neutralized from currency effects), and/or the achievement of the target for his or her respective brand. 5 291 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report Stock option plan 2020‑M‑01 2020‑M‑02 2020‑M‑03 2020‑M‑04 2021‑01 2022‑01 General Meeting 05/23/2019 05/26/2020 05/26/2020 05/26/2020 05/26/2020 05/26/2020 Board of Directors 03/11/2020 05/26/2020 09/23/2020 12/04/2020 06/29/2021 05/19/2022 Total (including the table above) Total number of shares to be subscribed pursuant to options exercise – by corporate officers Starting point for exercising the options 65,965 3,292,050 175,875 57,045 2,257,255 1,989,674 63,195,869 N/A N/A N/A N/A N/A NA N/A 03/31/2021 05/26/2021 09/23/2021 12/04/2021 06/29/2022 05/19/2023 Expiration date 03/10/2030 05/25/2030 09/22/2030 12/03/2030 06/28/2031 05/18/2032 Exercise price (in euros) 26.20 29.09 31.57 30.43 41.32 37.17 Terms of exercise See note (1) See note (2) See note (3) See note (4) See note (5) See note (6) Total number of shares subscribed pursuant to options exercised as of 12/31/2022 Cumulative number of options canceled or lapsed as of 12/31/2022 Number of options outstanding as of 12/31/2022 15,505 776,915 6,425 20,615 10,202 ‑ 27,704,903 18,055 824,625 24,900 33,200 244,423 93,252 9,719,048 32,405 1,690,510 144,550 3,230 2,002,630 1,896,422 25,771,918 (1) The 2020‑M‑01 options are exercisable by one‑third tranches from March 31, 2021, 2022 and 2023, respectively, provided that the beneficiary fulfills the condition of presence and performance condition relating to the EPS (neutralized from currency effects). (2) The 2020‑M‑02 options are exercisable by one‑third tranches from May 26, 2021, 2022 and 2023, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the EPS (neutralized from currency effects). (3) The 2020‑M‑03 options are exercisable by one‑third tranches from September 23, 2021, 2022 and 2023, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the EPS (neutralized from currency effects). (4) The 2020‑M‑04 options are exercisable by one‑third tranches from December 04, 2021, 2022 and 2023, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the EPS (neutralized from currency effects). (5) The 2021‑01 options are exercisable by one‑third tranches as from June 29, 2022, 2023, 2024 and 2025, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the EPS (neutralized from currency effects), and/or the achievement of the target for his or her respective brand. (6) The 2022‑01 options are exercisable by one‑third tranches as from May 19, 2023, 2024 and 2025, respectively, provided that the beneficiary fulfills the condition of presence and the performance condition relating to the EPS (neutralized from currency effects), and/or the achievement of the target for his or her respective brand. For information regarding the dilutive effect on share capital by the exercise of options, see also paragraph 6.2.1 “Share Capital at December 31, 2022”. As of December 31, 2022, no corporate officer held share subscription options. For information regarding the equity interests in Dassault Systèmes SE of the corporate officers, see paragraphs 5.1.1 “Composition and Practices of the Board of Directors” and 6.3 “Information about the Shareholders” in this Universal registration document. 292 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 Share Subscription and purchase options of the top ten employees of Dassault Systèmes who are not corporate officers and the options they exercised during 2022 (Corresponding to Table 9 of AMF Position‑Recommendation No. 2021‑02) For all the grants prior to July 7, 2021, the figures in this table (options, shares and exercise price) reflect the five‑for‑one stock split of Dassault Systèmes shares effective on that date, and the correlative multiplication of the number of shares that may be exercised. The following table shows, on aggregate, the total number and weighted average exercise price of options granted to, and options exercised by, the ten Dassault Systèmes employees who obtained or exercised the largest number of Dassault Systèmes stock options during 2022 and who are not corporate officers of Dassault Systèmes SE. Total number of options Weighted average price per option Plan 2015‑01 Plan 2016‑01 Plan 2017‑01 Plan 2018‑01 Plan 2019‑01 Plan 2020‑01 Plan 2020‑M Plan 2021‑01 Options exercised in 2022 by the ten employees who subscribed for the largest number of options After the splitting of the nominal value: €25.05 1,013,803 4,125 31,750 119,915 255,705 290,270 127,165 175,861 9,012 Total number of options Weighted average price per option Plan 2022‑01 Options granted in 2022 to the ten employees with the largest number of options After the splitting of the nominal 258,475 value: €37.17 258,475 Performance shares The General Meeting of May 26, 2021 authorized the Board of Directors to grant Dassault Systèmes shares for up to a maximum of 1.5% of Dassault Systèmes SE’s capital at the date of the grant by the Board (i.e. 19,998,650 shares as of May 18, 2022). The Board, at its meeting of May 19, 2022, used this authorization to allocate (i) 3,690,907 “2022‑A1” performance shares to 1,327 beneficiaries, all employees of the Company excluding MEDIDATA, as well as (ii) 1,500,000 “2022‑B” shares to Mr. Bernard Charlès. On September 21, 2022 the Board of Directors granted 28,523 “2022‑A2” performance shares to 25 beneficiaries, all employees of the Company excluding MEDIDATA. In connection with the share buyback program authorized by the General Meeting, on May 19, 2022 the Board of Directors granted 817,809 “2022‑M1” performance shares to 538 beneficiaries, all employees of MEDIDATA. On September 21, 2022 the Board of Directors granted 24,264 “2022‑M2” performance shares to 14 beneficiaries, all employees of MEDIDATA. None of the beneficiaries of the “2022‑A1”, “2022‑A2” and “2022‑B” plans are beneficiaries of the “2022‑M1” plan or of the “2022‑M2” plan. The following table provides certain information on the plans in effect during 2022. 5 293 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report History of performance share allocations (Corresponding to Table 10 of AMF Position‑Recommendation No. 2021‑02) For all the grants prior to July 7, 2021, the number of shares in this table reflect the five‑for‑one stock split of Dassault Systèmes shares effective on that date, and the correlative multiplication of the number of shares that may be acquired. For more visibility, this table is divided into two parts: (1) the plans for allocations from 2019 to 2021 and (2) the plans for allocations from 2021 (continued) and 2022, the totals being mentioned in the second part for all the plans. Plan Number 2019‑A 2019‑A2 2020‑A 2020‑M 2021‑A Total General Meeting Date of the Board meeting 09/04/2015 09/25/2018 05/22/2018 07/01/2019 05/22/2018 05/26/2020 05/22/2018 05/26/2021 05/26/2020 06/29/2021 Total number of shares granted – Of which the following numbers 2,483,500 450,000 1,538,075 ‑ 4,024,830 400,000 283,605 3,707,845 400,000 ‑ were granted to corporate officers (1) Thibault de Tersant (2) Pascal Daloz 150,000 300,000 ‑ ‑ ‑ 400,000 ‑ ‑ ‑ 400,000 Vesting date of shares 05/23/2022 05/23/2022 05/26/2024 05/26/2023 06/29/2023 1st tranche 06/30/2025 2nd tranche Date of end of holding period Performance conditions None Yes (3) None Yes (4) None Yes (5) None Yes (6) Number of shares vested as of 12/31/2022 Cumulative number of shares canceled or null and void as of 12/31/2022 Performance shares remaining at the end of 2022 2,457,500 1,486,525 ‑ 67,320 26,000 51,550 99,565 47,135 88,200 ‑ ‑ 3,925,265 169,150 3,619,645 None Yes (7) ‑ See table below. See table below. See table below. See table below. See table below. See table below. (1) No 2019‑A, 2019‑A2, 2020‑A, 2020‑M, 2021‑A, 2021‑M1, 2021‑M2, 2022‑A1, 2022‑M1, 2022‑A2 and 2022‑M2 performance shares were granted to corporate officers (excluding the directors representing employees) other than Mr. Thibault de Tersant and Mr. Pascal Daloz. For share allocations to Mr. Bernard Charlès, see the table below “History of share allocations to Mr. Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023, in respect of the gradual process of associating Mr. Bernard Charlès with the Company’s capital”. (2) Thibault de Tersant is no longer a corporate officer as of July 23, 2020. (3) The 2019‑A shares will be fully vested at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and at least one of the following performance conditions, the achievement of which will be measured in 2022: growth in the EPS compared to 2018, and such growth must be at least equal to the percentage fixed at the Board meeting at which the shares were granted. (4) The 2019‑A2 shares will be fully vested at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and at least one of the following performance conditions, the achievement of which will be measured in 2022: growth in the EPS compared to 2018, and such growth must be at least equal to the percentage fixed at the Board meeting at which the shares were granted. (5) The 2020‑A Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2024: growth in EPS compared to that achieved in 2019. The Board, having granted these shares, has set two limits: if the growth of the EPS is at least equal to the upper limit, all the shares will be vested; If this is below the lower limit, no shares will be vested. Between these two thresholds, the number of shares granted will vary linearly. (6) The 2020‑M Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2023: double growth criterion for non‑IFRS revenue of the MEDIDATA brand compared to that achieved in 2019 and increase in the percentage of the non‑IFRS operating margin of the MEDIDATA brand compared to 2019. (7) The 2021‑A Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2022 and 2024 for each of the tranches: growth in EPS compared to that achieved in 2020. The Board, having granted these shares, has set two limits: if the growth of the EPS is at least equal to the upper limit, all the shares will be vested; If this is below the lower limit, no shares will be vested. Between these two thresholds, the number of shares granted will vary linearly. 294 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 Plan Number 2021‑M1 2021‑M2 2022‑A1 2022‑M1 2022‑A2 2022‑M2 Total (including the table above) General Meeting Date of the Board meeting Total number of shares granted – Of which the following numbers were granted to corporate officers (9) Thibault de Tersant (10) Pascal Daloz Vesting date of shares Date of end of holding period Performance conditions Number of shares vested as of 12/31/2022 Cumulative number of shares canceled or null and void as of 12/31/2022 Performance shares remaining at the end of 2022 (8) 06/29/2021 (8) 09/22/2021 05/26/2021 05/19/2022 (8) 05/19/2022 (8) 05/26/2021 09/21/2022 09/21/2022 876,855 16,982 3,690,907 817,809 28,523 24,264 17,493,195 ‑ ‑ ‑ 450,000 ‑ ‑ ‑ ‑ ‑ ‑ ‑ 1,700,000 ‑ 150,000 ‑ 06/29/2022 1st tranche 06/29/2023 2nd tranche 07/01/2024 3rd tranche 06/30/2025 4th tranche ‑ 09/22/2022 1st tranche 09/22/2023 2nd tranche 09/23/2024 3rd tranche 09/22/2025 4th tranche 450,000 05/19/2025 ‑ 05/19/2023 1st tranche 05/20/2024 2nd tranche 05/19/2025 3rd tranche ‑ ‑ 09/22/2025 09/21/2023 1st tranche 09/23/2024 2nd tranche 09/22/2025 3rd tranche 1,550,000 None None None None None None Yes (11) Yes (12) Yes (13) Yes (14) Yes (15) Yes (16) 202,444 4,241 ‑ ‑ 111,534 ‑ 22,621 45,184 ‑ ‑ ‑ ‑ 4,218,030 491,789 562,877 12,741 3,668,286 772,625 28,523 24,264 12,783,376 (8) Shares granted by the buyback programs authorized by the General Meeting. (9) No 2019‑A, 2019‑A2, 2020‑A, 2020‑M, 2021‑A, 2021‑M1, 2021‑M2, 2022‑A1, 2022‑M1, 2022‑A2 and 2022‑M2 performance shares were granted to corporate officers (excluding the directors representing employees) other than Mr. Thibault de Tersant and Mr. Pascal Daloz. For share allocations to Mr. Bernard Charlès, see the table below “History of share allocations to Mr. Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023, in respect of the gradual process of associating Mr. Bernard Charlès with the Company’s capital”. (10) Thibault de Tersant is no longer a corporate officer as of July 23, 2020. (11) The 2021‑M1 Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2021, 2022, 2023 and 2024 for each of the tranches: growth in EPS compared to that achieved in 2020 and double growth criterion for the non‑IFRS revenue of the MEDIDATA brand compared to that achieved in 2020 and an increase in the percentage of the non‑IFRS operating margin of the MEDIDATA brand compared to 2020. (12) The 2021‑M2 Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2021, 2022, 2023 and 2024 for each of the tranches: growth in EPS compared to that achieved in 2020 and double growth criterion for the non‑IFRS revenue of the MEDIDATA brand compared to that achieved in 2020, and an increase in the percentage of the non‑IFRS operating margin of the MEDIDATA brand compared to 2020. (13) The 2022‑A1 Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2025: growth in EPS compared to that achieved in 2021. The Board, having granted these shares, has set two limits: if the growth of the EPS is at least equal to the upper limit, all the shares will be vested; If this is below the lower limit, no shares will be vested. Between these two thresholds, the number of shares granted will vary linearly. (14) The 2022‑M1 Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2022, 2023 and 2024 for each of the tranches: growth in EPS compared to that achieved in 2021 and double growth criterion for the non‑IFRS revenue of the MEDIDATA brand compared to that achieved in 2021, and an increase in the percentage of the non‑IFRS operating margin of the MEDIDATA brand compared to 2021. (15) The 2022‑A2 Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2025: growth in EPS compared to that achieved in 2021. The Board, having granted these shares, has set two limits: if the growth of the EPS is at least equal to the upper limit, all the shares will be vested; If this is below the lower limit, no shares will be vested. Between these two thresholds, the number of shares granted will vary linearly. (16) The 2022‑M2 Shares will only vest at the end of the vesting period, provided that the beneficiary fulfills a condition of presence and the following performance condition, the achievement of which will be measured in 2022, 2023 and 2024 for each of the tranches: growth in EPS compared to that achieved in 2021 and double growth criterion for the non‑IFRS revenue of the MEDIDATA brand compared to that achieved in 2021, and an increase in the percentage of the non‑IFRS operating margin of the MEDIDATA brand compared to 2021. 5 295 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report Grant of rights to receive Dassault Systèmes SE shares in replacement of rights to receive Medidata shares As part of the acquisition of Medidata Solutions, Inc., and subject to its closing, the Board of Directors approved, on June 11, 2019, the grant of rights to receive Dassault Systèmes SE shares in replacement of the rights to receive Medidata shares that had been granted to some of its employees and executives. This grant amounted to a maximum of 1,894,649 Dassault Systèmes SE shares, corresponding to 9,473,245 shares following the five‑for‑one stock split of Dassault Systèmes shares that occurred on July 7, 2021, and will be definitively vested if the beneficiaries are still employees upon the expiration of the vesting periods. The weighted average vesting period of these shares is 0.41 years from the closing date of the acquisition of Medidata, and the last vesting date of these shares is September 2023. The weighted average grant‑date fair value of the Dassault Systèmes SE shares was: — €134.15, corresponding to €26.83 following the nominal value of Dassault Systèmes shares being split by five on July 7, 2021, for equity awards which also gave right to all dividends paid during the vesting period; — €132.80 corresponding to €26.56 following the nominal value of Dassault Systèmes shares being split by five on July 7, 2021, for the other equity awards. History of share allocations to Mr. Bernard Charlès, Vice chairman of the Board and Chief Executive Officer until January 8, 2023, in respect of the gradual process of associating Mr. Bernard Charlès with the Company’s capital (See also paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors & Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”) Plan Details General Meeting Board of Directors 2019‑B 2020‑B 2021‑B 2022‑B 09/04/2015 05/22/2018 05/26/2021 05/26/2021 09/25/2018 05/26/2020 06/29/2021 05/19/2022 Total number of shares granted 1,500,000 (1) 1,500,000 (1) 1,500,000 (1) 1,500,000 Vesting date of shares Date of end of holding period (2) Performance conditions 05/23/2022 05/26/2024 06/29/2023 1st tranche 06/30/2025 2nd tranche 05/19/2025 None Yes (3) None Yes (4) ‑ None Yes (5) ‑ None Yes (6) ‑ Number of shares vested by Bernard Charlès as of 12/31/2022 1,500,000 (1) After adjustment in order to reflect the five‑for‑one stock split of Dassault Systèmes’ shares in effect as of July 7, 2021. (2) Not applicable to the shares subject to the legal lock‑up set by the Board of Directors (see paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors & Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”). (3) Performance condition identical to the one stipulated for the 2019‑A performance shares granted by the Board on the same day to certain Dassault Systèmes employees (see table above “History of performance share allocations”). (4) Performance condition identical to the one stipulated for the 2020‑A performance shares granted by the Board on the same day to certain Dassault Systèmes employees (see table above “History of performance share allocations”). (5) Performance condition identical to the one stipulated for the 2021‑A performance shares granted by the Board on the same day to certain Dassault Systèmes employees (see table above “History of performance share allocations”). (6) Performance condition identical to the one stipulated for the 2022‑A1 performance shares granted by the Board on the same day to certain Dassault Systèmes employees (see table above “History of performance share allocations”). From a general perspective, Mr. Bernard Charlès retains the Dassault Systèmes shares vested at the end of the vesting period for the granted shares. Thus, in 2022, Mr. Bernard Charlès retained the shares vested in May 2022 (2019‑B granted in advance in 2018). On December 31, 2021, Mr. Bernard Charlès held 22,952,205 shares, representing 1.72% of Dassault Systèmes’ share capital. On December 31, 2022, Mr. Bernard Charlès held representing 1.83% of Dassault 24,452,205 shares, Systèmes’ share capital. 296 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance The Board’s Corporate Governance Report 5 5.1.6 Application of the AFEP‑MEDEF Code Dassault Systèmes refers to the recommendations of the AFEP‑MEDEF Code revised in December 2022 and reviews its corporate governance practices on a regular basis in order to achieve continual improvement in this area. As permitted by the said Code and the law, Dassault Systèmes SE has not adopted all of the Code’s recommendations, or has adopted certain provisions in modified form, in view of its particular situation or due to its compliance with other provisions of the Code. These are summarized in the table below, together with the reasons for their exclusion/modification. Recommendations of the AFEP‑MEDEF Code Proportion of performance shares in the compensation of executive officers (Article 26.3.3) Appointment of the directors representing employees to the Compensation and Nomination Committee (Article 19.1) Number of shares that the executive officers are required to hold in registered form (Article 24) Explanation A significant portion of the shares granted to Mr. Bernard Charlès, Chairman & Chief Executive Officer (since January 9, 2023), is part of the gradual process of associating him with the Company’s capital that began several years ago, with the aim of ultimately recognizing his entrepreneurial role spanning over 35 years with Dassault Systèmes and giving him an equity stake comparable to that of founders of companies in the same sector, and more generally, of his peers in technology companies around the world. The Board of Directors promotes its committees being completely independent – a measure that it considers essential to achieve a balance of power in a controlled company, and is especially relevant in the context of the merging of the duties of the Chairman of the Board and the Chief Executive Officer in January 2023. The independence of the committees therefore helps maintain an overall balance in Dassault Systèmes’ governance, as does the appointment of an independent lead director. The Compensation and Nomination Committee’s discussions are carefully reported and the Committee’s recommendations are debated during the Board meetings. All directors, including the directors representing employees, have the opportunity to express their opinions on the subjects dealt with by the Committee. Due to Mr. Edelstenne’s role as founder and his equity stake (approximatively 8% of the voting rights), the Board considered that it was unnecessary to set a minimum quantity of shares to be held in registered form. 5.1.7 Other Information Required by Articles L. 225‑37 and L. 22‑10‑8 et seq. of the French Commercial Code 5 5.1.7.1 Specific Conditions Related to Shareholder Participation in the General Meeting Shareholders participate in the General Meetings of Dassault Systèmes SE in accordance with applicable law and its by‑laws (Articles 24 to 33). Thus, every shareholder has the right to participate in General Meetings and deliberations either personally or via a proxy, regardless of the number of shares held, according to the conditions specified by Article 27 of the by‑laws of Dassault Systèmes (see paragraph 6.1.2 “Memorandum and Specific By‑Laws Provisions”). In the case of the separation of the ownership of the shares, the voting right belongs to the bare owner, except for decisions relating to the allocation of profits, where it belongs to the beneficial owner. 5.1.7.2 Table Summarizing the Current Delegations Granted by the General Meeting of Shareholders in Respect of Capital Increases The following table summarizes the delegations of authority and authorizations granted by the General Meeting to the Board of Directors and in effect during the 2022 fiscal year and as of the date of this Universal registration document. It includes authorizations to increase the share capital and to buy back and cancel Dassault Systèmes SE’s own shares. 297 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance The Board’s Corporate Governance Report Resolutions and General Meetings (“GM”) Description of the delegation of authority granted to the Board of Directors SHARE BUYBACKS AND CANCELLATION 14th resolution GM of 05/19/2022 16th resolution GM of 05/19/2022 Authorization: purchase of Dassault Systèmes shares. Duration: approximately 12 months (expiring at the GM approving the financial statements for the fiscal year ending December 31, 2022). Cap: 20 million shares representing up to €1 billion. Cannot be used during a public offering period. Authorization: cancel shares purchased under the buyback program. Duration: approximately 12 months (expiring at the GM approving the financial statements for the fiscal year ending December 31, 2022). Cap: 5% of share capital in a 24‑month period. Utilization in the fiscal year See paragraph 6.2.4 “Share Buyback Programs” See paragraph 6.2.4 “Share Buyback Programs” ISSUANCE OF SECURITIES 14th resolution GM of 05/26/2021 15th resolution GM of 05/26/2021 16th resolution GM of 05/26/2021 17th resolution GM of 05/26/2021 18th resolution GM of 05/26/2021 Authorization: increase the Company’s share capital by issuing shares or marketable securities giving access to Dassault Systèmes SE share capital or equity securities giving right to debt securities, with the preemptive right of shareholders. Duration: 26 months, i.e. until 07/26/2023. Cap: for a maximum nominal amount of €12 million for shares or marketable securities – for a maximum nominal amount of €1 billion for debt securities. Cannot be used during a public offering period. Authorization: increase the Company’s share capital by issuing shares or marketable securities giving access to Dassault Systèmes SE share capital, or equity securities giving right to the allocation of debt securities, with a waiver of their preferential subscription right and by way of a public offering other than those envisaged by Article L. 411‑2, 1st paragraph, of the French Monetary and Financial Code. Duration: 26 months, i.e. until 07/26/2023. Cap: for a maximum nominal amount of €12 million for shares or marketable securities – for a maximum nominal amount of €1 billion for debt securities, to be deducted from the caps set out in the 14th resolution. Cannot be used during a public offering period. Authorization: increase the Company’s share capital by issuing shares or marketable securities giving access to Dassault Systèmes SE share capital, or equity securities giving right to the allocation of debt securities, under the terms of the delegation of authority referred to in the previous resolution, by way of a public offering as provided for in Article L. 411‑2, 1st paragraph, of the French Monetary and Financial Code. Duration: 26 months, i.e. until 07/26/2023. Cap: for a maximum nominal amount of €12 million for shares or marketable securities – for a maximum nominal amount of €1 billion for debt securities, to be deducted from the caps set out in the 14th resolution. Cannot be used during a public offering period. Authorization: increase the number of marketable securities to issue in the case of a share capital increase with or without the preemptive right of shareholders. Duration: 26 months, i.e. until 07/26/2023. Cap: 15% of the initial issue, to be deducted from the cap provided for in the 14th resolution. Cannot be used during a public offering period. Authorization: increase the share capital by the incorporation of reserves, profits or premiums. Duration: 26 months, i.e. until 07/26/2023. Cap: for a maximum nominal amount of €12 million (to be deducted from the cap set out in the 14th resolution). Cannot be used during a public offering period. None None None None None 298 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Corporate Governance The Board’s Corporate Governance Report 5 Resolutions and General Meetings (“GM”) 19th resolution GM of 05/26/2021 19th and 20th resolutions GM of 05/19/2022 Description of the delegation of authority granted to the Board of Directors Authorization: increase the share capital to remunerate contributions in kind of shares. Duration: 26 months, i.e. until 07/26/2023. Cap: 10% of the share capital, to be deducted from the cap provided for in the 14th resolution. Cannot be used during a public offering period. Utilization in the fiscal year None Authorization: decide one or more mergers through absorption and consequently to increase share capital by issuing new shares. Duration: 26 months, i.e. until 07/19/2024. Cap: for a maximum nominal amount of €10 million (to be deducted from the cap set out in the 14th resolution of the General Meeting of May 26, 2021). Cannot be used during a public offering period. None ISSUANCE FOR THE BENEFIT OF EMPLOYEES AND EXECUTIVE OFFICERS 20th resolution GM of 05/26/2021 Authorization: grant free shares, existing or to be issued, for the benefit of certain employees and/or corporate officers of Dassault Systèmes SE and its affiliated entities as defined in Article L. 225‑197‑2 of the French Commercial Code. Duration: approximately 24 months (expiring at the GM approving the financial statements for the fiscal year ending December 31, 2022). Cap: 1.5% of share capital. 15th resolution GM of 05/26/2020 Authorization: grant stock options giving right to subscribe to new shares or purchase existing shares for the benefit of certain employees and/or corporate officers of Dassault Systèmes SE and its affiliated entities as defined in Article L. 225‑180 of the French Commercial Code. Duration: 38 months, i.e. until 07/26/2023. Cap: 4% of share capital. 17th resolution GM of 05/19/2022 Authorization: increase the share capital for the benefit of members of a company savings plan of Dassault Systèmes SE and/or its affiliated entities. Duration: 26 months, i.e. until 07/19/2024. Cap: for a maximum nominal amount of €1 million (to be deducted from the cap set out in the 14th resolution of the General Meeting of May 26, 2021). 18th resolution GM of 05/19/2022 Authorization: increase the Company’s share capital in favor of a category of beneficiaries. Duration: 18 months, i.e. until 11/19/2023. Cap: for a nominal amount of €1 million (to be deducted from the cap set out in the 14th resolution of the General Meeting of May 26, 2021 and the nominal cap set out in the 17th resolution of the General Meeting of May 19, 2022). Use of this authorization is described in paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE” Use of this authorization is described in paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE” Use of this authorization is described in paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE” Use of this authorization is described in paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE” It is proposed to the General Meeting among other resolutions (see paragraph 7.1 “Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023”): — to renew the authorizations to purchase Dassault Systèmes shares and to cancel the authorizations, which expire on May 24, 2023 (see also paragraph 6.2.4.2 “Description of the Share Buyback Program Proposed to the General Meeting on May 24, 2023”); — to renew the delegations relating to the issuance of Dassault Systèmes securities under the conditions outlined in paragraph 7.1.10 “Delegations of Authority and Powers to Increase the Share Capital”; — to reauthorize the Board of Directors to allocate shares free of charge and to grant options to subscribe to Dassault Systèmes shares; — in order to allow for the introduction of an employee shareholding plan, two new authorizations allowing for an increase in the share capital reserved for members of company savings plans and a specific category of beneficiaries. 5 299 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5 Corporate Governance The Board’s Corporate Governance Report 5.1.7.3 Draft Resolutions Prepared by the Board pursuant to the General Meeting Vote on the Compensation Policy 5.1.7.5 Gender Equality Within the Executive Team and Top Positions of Responsibility The draft resolution in respect of the vote on the compensation policy is set out in paragraph 7.2 “Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting on May 24, 2023”. 5.1.7.4 Possible Consequences in Case of a Public Tender Offer The information required by Article L. 22‑10‑11 of the French Commercial Code is contained in paragraphs 6.3 “Information about the Shareholders” (concerning control of GIMD), 6.1.2.3 “Shares and Voting Rights” (concerning the conditions for exercising voting rights) and 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors & Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer” of this Universal registration document. This Universal registration document is available on the French Financial Markets Authority (AMF) website (www.amf‑france.org) and on the Dassault Systèmes website (www.3ds.com). A press release is issued to announce when the Universal registration document becomes available. Under the credit agreement executed on June 11, 2019, if a person or a group of persons acting in concert (with the exception of GIMD and/or Mr. Charles Edelstenne) takes control (within the meaning of Article L. 233‑3 I 1st and 2nd paragraphs and II of the French Commercial Code) of Dassault Systèmes, the early repayment of the financing arranged for the acquisition of Medidata Solutions, Inc. may be requested by the lenders. Specifically, in the event of such a change of control, any lender participating in (i) the €500 million and US$530 million loans or (ii) the €750 million revolving credit facility, may request the cancellation of its entire commitment in respect of the facility and the immediate repayment of its share of all outstanding advances. As of December 31, 2022, (i) the amount remaining to be reimbursed in relation to these loans was zero, and (ii) the revolving credit facility had not been drawn upon (see paragraph 1.4.3 “Material Contracts”). In addition, if such a change of control results in a rating downgrade, below investment grade, for the bonds issued by Dassault Systèmes on September 16, 2019 for a total of €3.65 billion, bondholders may request the redemption at par value of the bonds they hold. On September 16, 2022, the Group repaid the first tranche of its bonds for €900 million. Dassault Systèmes has a strong ambition in terms of gender equality, including within the Executive team and top positions of responsibility. Initiatives are thus spearheaded within the Company in favor of women’s recruitment, the ability to hire more female engineers being however very limited as they are under‑represented in engineering schools and the high‑tech sector. Initiatives are also spearheaded in order to understand their specific needs and to encourage a diversity of professional experiences, as well as to support the process of successfully assuming responsibilities. internal community 3DS WIN (Women The INtiative), established in 2012, is a network of women and men who are taking action to encourage a diversity of profiles in the Company and within university environments, and more generally to promote equality and diversity to create a more inclusive and sustainable society. This community currently has over 1,500 members worldwide. In France, nearly 500 3DS WINners are working together to attract and recruit new female talent, to inspire and recognize women while enabling them to accelerate their career development. In 2022, Dassault Systèmes demonstrated its commitment by taking part in major events, including the Assises de la Parité and the Women’s Forum Global Summit. It is also involved in the MyJourney scheme, which helps to identify career growth or transfer plans formulated by employees, and in particular by women, including those aspiring to managerial positions; and in the nine‑month Rise Up! program, which helps future managers to develop inclusive leadership skills to support sustainable performance and innovation for Dassault Systèmes. Dassault Systèmes engages with a variety of stakeholders such as the charitable organizations Cercle InterElles and Femmes Ingénieures in France, PowerToFly in the United States, and Inspiringirls in Italy. Moreover, the proportion of women on the Executive team is currently 38.5%, compared to 22% in 2019, and Dassault Systèmes has set the objective of maintaining a proportion of women of approximatively 40% (see paragraph 5.1.2 “Executives of Dassault Systèmes”). In the context of the SBF120 business ranking by the Ministry responsible for gender equality, diversity and equal opportunities, the overall score for the proportion of women on Dassault Systèmes’ management bodies is now 83.3 points out of 100, an increase of 2.4 points. At the level of Dassault Systèmes SE, the proportion of women in the top 10% of positions with responsibility is monitored on the basis of targets assessed annually. The proportion of women currently occupying such positions stands at 27%. 300 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance Internal Control Procedures and Risk Management 5 5.1.7.6 Procedure for Evaluating Related‑Party Agreements At its meeting on March 11, 2020, the Board of Directors adopted a procedure for classifying related‑party agreements, subjecting them, where appropriate, to the regulated agreements procedure and, for routine transactions entered into at arm’s length, regularly assessing whether they satisfy those conditions. The Legal Department, with the support of the Finance Department, is thus responsible for reviewing prior to its conclusion, and in the event of its amendment, renewal or extension, any agreement entered into by Dassault Systèmes SE and a related party (as provided for in Article L. 225‑38 of the French Commercial Code) and conducts an annual review of standard agreements entered into at arm’s length, during the last fiscal year or earlier, as long as their effects continue. The results of the assessment of non‑regulated agreements are presented to the Board’s Audit Committee which decides upon it. In early 2023, the Legal Department thus carried out a comprehensive review of related‑party agreements considered to be routine transactions entered into at arm’s length and concluded that all such agreements continue to satisfy both of these conditions. 5.1.7.7 Agreements With a Company Controlled by Dassault Systèmes SE No agreement was entered into directly or by an intermediary person between, on the one hand, one of Dassault Systèmes SE’s corporate officers or shareholders owning more than 10% of voting rights and, on the other hand, a company controlled by Dassault Systèmes SE. 5.2 Internal Control Procedures and Risk Management 5.2.1 Definition and Objectives of Internal Control According to the COSO accounting basis, internal control is a process implemented by the Board of Directors, managers and employees aimed at providing a reasonable guarantee with regard to achieving the following objectives: performing and optimizing operations, the reliability of financial and accounting information, and compliance with the laws and regulations in force. The internal control procedures within Dassault Systèmes, its whether at the subsidiaries, are designed to: level of Dassault Systèmes SE or — improve the performance and efficiency of operations through optimized use of available resources (an objective inspired by the COSO framework); — ensure the reliability, quality and availability of financial data (an objective inspired by the COSO and French Financial Markets Authority (AMF) frameworks); — ensure that operations comply with legislation in force and Dassault Systèmes’ internal regulation (an objective inspired by the COSO and French Financial Markets Authority (AMF) frameworks); — guarantee the security of assets, particularly intellectual property, the human and financial resources and the image of Dassault Systèmes (an objective inspired by the French Financial Markets Authority (AMF) framework); — prevent risks of error or fraud (an objective inspired by the COSO and French Financial Markets Authority (AMF) frameworks). 5 301 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance Internal Control Procedures and Risk Management 5.2.2 Risk Management and Internal Control Participants and Organization All corporate governance bodies participate in the implementation of the internal control and risk management processes. In 1996, the Board of Directors, concerned with the issue of internal control, created an Audit Committee, with the mission described above (see paragraph 5.1.1.3 “Composition, Practices and Activities of the Board Committees”). Internal control is also based on the principle of giving responsibility to each of the departments and subsidiaries of Dassault Systèmes, in its respective area of expertise, and on delegations of powers to certain members of the Operations Executive Committee of Dassault Systèmes, such delegations having specific fields of application. — subsidiaries’ local chief executive and financial officers are responsible for preparing the subsidiaries’ financial statements which are included in Dassault Systèmes’ consolidated financial statements and the annual financial statements and management reports for each of their respective subsidiaries, whether the accounts are prepared by their own financial teams or by shared internal financial and accounting services centers, located particularly in France, the United States, Japan, and Malaysia. — Dassault Systèmes’ Financial Planning and Analysis department is responsible for directing the financial objectives of Dassault Systèmes in accordance with budget monitoring procedures and, in this respect, performs specific controls and analyzes of the quarterly accounts. It is also responsible for identifying, analyzing and warning of any differences from the previous year, the previous quarter and Dassault Systèmes’ budget objectives, which are subject to a quarterly update. — the Internal Audit department, reporting to the Dassault Systèmes General Secretary and Finance Department on the one hand and to the Audit Committee on the other hand, has the main mission of evaluating the relevance of Dassault Systèmes’ internal control processes, of alerting the management and the Audit Committee regarding possible deficiencies or risks, and of proposing measures that will limit the risks and improve the efficiency of operations. The Internal Audit department also has the responsibility for the annual assessment, on behalf of the management, of the internal control mechanisms related to financial reporting. — the team in charge of Business Ethics and Compliance, reporting to the Legal Department, is responsible for ensuring the implementation of and respect for the principles described in the Code of Business Conduct of Dassault Systèmes (the “Code of Business Conduct”), as well as Dassault Systèmes’ specific policies, recommendations and procedures regarding ethics and compliance. This Department is supported by an Ethics Committee which meets every month and investigates any alleged non‑conformities brought to its knowledge, in particular through the whistleblowing procedure. For matters pertaining specifically to human rights and environment, a Duty of Vigilance Steering Committee composed of representatives of the Business Ethics and Compliance, Human Resources, Purchasing and Internal Audit departments follows up and evaluates the implementation of the Vigilance Plan (see paragraph 2.6.4 “Maintaining an Appropriate Vigilance Plan”. Risk management is led by a Risk Management Steering Committee comprised of representatives from the legal, Sustainable Finance and Procurement, and Internal Audit departments, overseen by the General Secretary. The Steering Committee monitors changes in the Company’s risk mapping. Representatives from other departments are called upon to contribute when necessary, in particular the heads of Group Cybersecurity, Employee Health and Safety, Information Systems and Compliance. Regular interviews are held with members of the executive team, along with internal experts and operational leads (particularly as regards cybersecurity), to confirm and, if necessary, to update the Company’s risk mapping. The three committees of the Board of Directors (composed exclusively of independent directors) hold a yearly session devoted to preventing and managing risks within the Company. In parallel, Dassault Systèmes’ management has established the following bodies: — a Disclosure Committee, responsible for deciding whether certain information is considered inside information and if the publication of such information may be deferred, ensuring compliance with the conditions allowing a deferral of publication, documenting it and informing the French Financial Markets Authority (AMF) at the time of publication; — an Insider Committee responsible for setting and applying the rules aimed at preventing insider trading. In particular, this Committee informs all interested parties (employees, directors, consultants, etc.) of the periods in which they are prohibited from trading Dassault Systèmes’ securities. These blackout periods are longer than those set forth by law. In addition, as soon as they have regular access to privileged and insider information in relation to their roles, all persons must obtain the Insider Committee’s prior approval for any transactions involving Dassault Systèmes’ securities (as defined in its Insider Trading Rules). Dassault Systèmes complies with legal and regulatory provisions regarding the prevention of insider trading on a general basis. 302 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance Internal Control Procedures and Risk Management 5 5.2.3 Internal Control and Risk Management Procedures The internal control mechanisms developed by Dassault Systèmes promote internal control in the following areas: — control environment: Dassault Systèmes’ business ethics rules are formalized in particular in the Code of Business Conduct, a new version of which was rolled out in 2020. It describes the manner in which the Company expects its business to be conducted, and is intended to serve as a reference for all Dassault Systèmes’ employees to guide their behavior and interactions in their daily activities (see paragraph 2.6.1 “Promoting Strong Business Ethics”). The Code of Business Conduct, which applies to all employees of Dassault Systèmes and is available on Dassault Systèmes’ website and internal platform, addresses, in particular (i) compliance with regulations applicable to Dassault Systèmes’ business, (ii) individual interactions within Dassault Systèmes and with its ecosystem and (iii) protecting Dassault Systèmes’ assets (in particular, its intellectual property and that of its clients and partners). The Code also includes specific policies, procedures and recommendations concerning the fight against corruption and influence‑peddling, personal data protection, export embargoes, conflicts of interest, and insider trading. The distribution of these policies is accompanied by training, which is specifically provided to any new employee and to employees joining Dassault Systèmes as part of the integration process for the Company’s acquisitions; — in terms of risk analysis, the main risks which may impact the performance of the company are identified, assessed and regularly reviewed by Dassault Systèmes management. In 2022, Dassault Systèmes revisited its approach to risk analysis at Company level, with the aim of bolstering its processes for identifying, tracking and managing the potential impacts, and for monitoring remediation plans. It engaged a specialist firm to provide support in reviewing the risk universe already identified and analyzing it in relation to sector benchmarks. The risks identified were analyzed in detail to determine a level of risk, assessed according to three areas: impact on strategic positioning, impact on image and reputation and financial impact. The conclusions are reviewed annually by the three committees of the Board of Directors (as part of an independent directors session) that hold a yearly session devoted to preventing and managing risks within the Company. These risks, after taking into account risk management policies, are summarized in paragraphs 1.9.1 “Risks Related to the Business” and 1.9.2 “Financial and Market Risks”. Operational risks are essentially managed by subsidiaries. Certain risks, particularly in the area of intellectual property protection, ethics and compliance, and legal and financial risks are specifically monitored by Dassault Systèmes SE in addition to their monitoring at local level: — protection and monitoring activities: – protecting its intellectual property is an ongoing concern for Dassault Systèmes. This protection is ensured by implementing and monitoring corporate processes designed to verify Dassault Systèmes rights before it markets its software products. Dassault Systèmes also protects its inventions through a reasonable and well‑considered approach to filing patents jurisdictions. Dassault Systèmes principal brands are also registered in a large number of countries. The Company is continuing to actively develop its program designed to fight against infringement concerning its products, in several – information systems security, which is critical to ensuring the protection of the source codes for Dassault Systèmes applications and its data as well as those of its customers, is continually evaluated, tested and strengthened in the areas of network access or performance, anti‑virus protection and the physical security of servers and other information system facilities, – the implementation of internal preventive measures to continue operations and limit the impact of a major incident. As a result, several secured computer systems protect source codes and all electronic data stored on the servers, workstations and laptop computers used in the different entities of Dassault Systèmes. The computer protection systems are maintained in different sites, – the internal control policies related to the main processes within the Company (information technology security, sales administration, human resources, protection of intellectual property, closing and publication of financial statements, treasury management and client credit risk management) are formalized and updated at the level of both Dassault Systèmes SE and its main subsidiaries or the related shared services centers, – key control points making it possible to prevent or detect risks impacting the financial information in Dassault Systèmes’ significant entities are documented; 5 — monitoring: Dassault Systèmes has rolled out processes to monitor, review and analyze on a regular basis its performance at the level of its main entities, brands, distribution channels and geographical territories (governance, budget reviews, and activity reviews). In addition, quarterly communication meetings are also held to ensure a better dissemination of Dassault Systèmes strategy to all its employees and discussions facilitating its implementation; — audit missions: In 2022, the Internal Audit department carried out different missions within Dassault Systèmes’ subsidiaries to verify compliance of the local internal control procedures with Dassault Systèmes’ objectives. These missions, authorized by the Audit Committee, result in the issuance of recommendations to the local executive teams and the implementation of action plans when deemed necessary to reinforce the audited processes and organizations. The Internal Audit department carries out a review of the implementation of these plans. 303 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance Internal Control Procedures and Risk Management 5.2.4 Internal Control Procedures Relating to the Preparation and Treatment of Financial and Accounting Information With respect to the internal control processes related to the preparation of financial and accounting information, Dassault Systèmes’ focus has been to: statements transmitted to Dassault Systèmes SE and to provide detailed business reviews and analyses before the accounts are consolidated, — implement a quarterly control system to update budget objectives and identify and analyze any variation from the objectives set by the Finance Department of Dassault Systèmes, and from the previous quarter and fiscal year. Thus, each of the organizations (geographic territories, brands, functions) prepares a detailed and documented presentation of its sales activity for the past quarter and the year and performs a comparative analysis of its financial results (revenues and costs) in comparison with the budget targets of the current year and compared to the same quarter for the previous year. Budget projections are reviewed, analyzed and updated each quarter by the executive teams of the Finance Department to take into account all changes in the market and the economic environment, particularly as regards exchange rates, and to present realistic objectives to shareholders and financial markets; – the use of consolidation tools that make data transmission and processing secure and allow the elimination of intragroup transactions, – standardization of processes and information systems, particularly with respect to centralizing and recording most of the transactions at shared service centers, – the implementation of an annual process to monitor off‑balance sheet commitments and related‑party agreements, – a detailed review by Dassault Systèmes’ Financial Division of the quarterly accounts of Dassault Systèmes SE and its subsidiaries, – the detailed analysis by Dassault Systèmes’ Accounting Department of all the material software license and/ or service transactions in order to validate their correct accounting recognition; — improve the reliability of its consolidation tools and processes in order to establish and publish required financial information every quarter as soon as possible. The consolidation procedure as defined by Dassault Systèmes SE is based on: – giving responsibility to the chief financial officers in the subsidiaries, who are required to certify the quarterly — systematize the processes by which the Audit Committee and the Board of Directors review financial information prior to publication; — structure its financial communications to ensure simultaneous and equivalent publication of information on its principal markets of financial results or any other information that could have an impact on the price of its shares. 304 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance Internal Control Procedures and Risk Management 5 5.2.5 Evaluation of Internal Control The Company’s management seeks to maintain a high level of internal control within Dassault Systèmes. Detailed assessment work (particularly on key control points) was therefore carried out in 2022 by the Internal Audit department, as part of the process of achieving continuous improvement and for the purpose of preparing targeted action plans and audits. In this respect, the scope of Dassault Systèmes entities subjected to internal control evaluations, in the months in the form of self‑evaluation questionnaires and internal control reviews conducted immediately following acquisition may be expanded to entities that had previously been considered immaterial and to newly acquired companies. The results of the evaluation of the internal control are presented to the Audit Committee. In addition, internal control’s efficiency is assessed by the Statutory Auditors as part of their annual mission. 5.2.6 Limitations of Internal Control The internal control system cannot provide an absolute guarantee that Dassault Systèmes’ objectives in this area will be achieved. Inherent limitations apply to all internal control systems, related in particular to the exercise of individual judgments, or dysfunctions which may occur as a result of human failure, a simple error or due to the uncertainties linked to events external to Dassault Systèmes. 5 305 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance Transactions in Dassault Systèmes’ shares by the Management of Dassault Systèmes 5.3 Transactions in Dassault Systèmes’ shares by the Management of Dassault Systèmes Pursuant to Article 223‑26 of the French Financial Markets Authority (AMF) General Regulation, the table below shows transactions involving marketable securities issued by Dassault Systèmes carried out in 2022 by directors or executives of Dassault Systèmes or by persons related to them (according to Article L. 621‑18‑2 of the French Monetary and Financial Code) on the basis of the declarations made by the relevant parties to the AMF, available on www.amf‑france.org. Date Place Person concerned Nature of the transaction Unit price (in euros) Volume 02/04/2022 Euronext Paris Charles Edelstenne Acquisition of shares 42.1945 63,032 02/04/2022 (1) Charles Edelstenne Acquisition of shares 42.2223 56,018 02/16/2022 Euronext Paris 02/21/2022 Euronext Paris 02/28/2022 Euronext Paris 08/03/2022 Euronext Paris 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform 05/23/2022 Off‑trading platform Catherine Dassault Acquisition of shares 40.8501 24,380 A person linked to Catherine Dassault (Quentin Dassault) Acquisition of shares 40.0669 11,000 Odile Desforges Acquisition of shares 41.2350 600 Catherine Dassault Acquisition of shares 40.5000 24,900 Laurence Barthès Acquisition of free shares 0.0000 100,000 Thibault de Tersant Acquisition of free shares 0.0000 150,000 Florence Hu‑Aubigny Acquisition of free shares 0.0000 125,000 Samson Khaou Philippe Laufer Hervé Andorre Pascal Daloz Olivier Ribet Acquisition of free shares 0.0000 20,000 Acquisition of free shares 0.0000 125,000 Acquisition of free shares 0.0000 10,000 Acquisition of free shares 0.0000 300,000 Acquisition of free shares 0.0000 150,000 Florence Verzelen Acquisition of free shares 0.0000 100,000 Elisa Prisner Acquisition of free shares 0.0000 10,000 Victoire de Margerie Acquisition of free shares 0.0000 10,000 Bernard Charlès Acquisition of free shares 0.0000 1,500,000 (1) Aquis Exchange Europe, CBOE Europe‑DXE Order Books, Turquoise Europe. 306 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTCorporate Governance Transactions in Dassault Systèmes’ shares by the Management of Dassault Systèmes 5 Date Place Person concerned Nature of the transaction 05/23/2022 Off‑trading platform 05/26/2022 Off‑trading platform 05/26/2022 Off‑trading platform 06/10/2022 Euronext Paris Erik Swedberg Erik Swedberg Rouven Bergmann Charles Edelstenne Exercisability of stock options Exercisability of stock options Exercisability of stock options Acquisition of shares Unit price (in euros) Volume 28.0000 4,955 29.0900 87,500 29.0900 29,450 37.3956 56,715 06/10/2022 (1) Charles Edelstenne Acquisition of shares 37.2348 18,285 06/29/2022 Off‑trading platform 08/17/2022 Euronext Paris Rouven Bergmann Acquisition of free shares 0.0000 18,092 Thibault de Tersant Sale of shares 42.5727 25,000 From a general perspective, Mr. Bernard Charlès retains Dassault Systèmes shares acquired either, if applicable, from the exercise of share subscription options or, at the end of the vesting period for the granted shares. Thus, in 2022, Mr. Bernard Charlès retained the 1,500,000 shares vested in May 2022 (granted in September 2018). On December 31, 2021, he held 22,952,205 shares, representing 1.72% of Dassault Systèmes’ share capital. On December 31, 2022, Mr. Bernard Charlès held 24,452,205 shares, representing 1.83% of Dassault Systèmes’ share capital. 5 307 (1) CBOE Europe‑DXE Order Books, Turquoise, Virtu Financial Ireland Limited, Boerse Belin Equiduc. 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance Transactions in Dassault Systèmes’ shares by the Management of Dassault Systèmes Transactions carried out by GIMD, a legal entity related to Charles Edelstenne, Chairman of the Board of Directors, and to Marie‑Hélène Habert‑Dassault, Director Date Place Nature of the transaction 04/28/2022 Over‑the‑counter 05/02/2022 Over‑the‑counter 05/04/2022 Over‑the‑counter 05/06/2022 Over‑the‑counter 05/09/2022 Over‑the‑counter 05/11/2022 Over‑the‑counter 05/12/2022 Over‑the‑counter 05/19/2022 Over‑the‑counter 06/02/2022 Over‑the‑counter 08/29/2022 Over‑the‑counter 08/31/2022 Over‑the‑counter 09/05/2022 Over‑the‑counter 09/07/2022 Over‑the‑counter 09/09/2022 Over‑the‑counter 10/27/2022 Over‑the‑counter 10/28/2022 Over‑the‑counter 11/02/2022 Over‑the‑counter 11/03/2022 Over‑the‑counter 11/08/2022 Over‑the‑counter 11/10/2022 Over‑the‑counter 11/14/2022 Over‑the‑counter 11/16/2022 Over‑the‑counter Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options Assignment of put options 308 Unit price (in euros) Volume 1.3889 40,000 1.5450 40,000 1.7353 40,000 1.9068 43,000 2.0672 44,000 1.5000 44,000 2.0540 44,000 1.5875 40,000 1.4660 44,000 0.7180 44,000 0.7370 44,000 0.9330 44,000 0.8420 44,000 1.1419 43,000 1.2000 47,000 1.6549 45,000 1.7240 44,000 1.7100 48,000 1.2800 48,000 1.0970 48,000 1.0625 44,000 1.0620 45,000 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTDate Place Nature of the transaction 11/21/2022 Over‑the‑counter 11/29/2022 Over‑the‑counter 12/06/2022 Over‑the‑counter 12/09/2022 Over‑the‑counter Assignment of put options Assignment of put options Assignment of put options Assignment of put options Corporate Governance Information on the Statutory Auditors 5 Unit price (in euros) Volume 0.9468 48,000 1.0570 48,000 1.2800 47,000 0.9630 47,000 5.4 Information on the Statutory Auditors Principal auditors PricewaterhouseCoopers Audit, member of the Compagnie Régionale des Commissaires aux comptes de Versailles (Versailles regional association of auditors), 63, rue de Villiers – 92200 Neuilly‑sur‑Seine, France, represented by Thierry Leroux, whose first mandate began on June 8, 2005 and was renewed on May 23, 2017 for a period of six fiscal years expiring at the General Meeting of Shareholders approving the financial statements for the fiscal year ending on December 31, 2022. A proposal will be submitted to the General Meeting of May 24, 2023 to renew PricewaterhouseCoopers Audit’s mandate, for a period of six years. This mandate will expire at the General Meeting approving the financial statements for the year ending December 31, 2028. KPMG S.A., member of the Compagnie Régionale des Commissaires aux comptes de Versailles, Tour Eqho, 2 avenue Gambetta – 92066 Paris La Défense Cedex, represented by Jacques Pierre and Xavier Niffle, whose first mandate commenced on May 19, 2022 and will expire at the General Meeting called to approve the financial statements for the fiscal year ending December 31, 2027. Statutory Auditors’ fees and services See Note 26 to the consolidated financial statements. 5 309 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES5 Corporate Governance Declarations Regarding the Administrative and Management Bodies 5.5 Declarations Regarding the Administrative and Management Bodies To Dassault Systèmes SE’s knowledge: — there is no family relationship between the directors, or between a director and an executive of Dassault Systèmes (see paragraph 5.1.2 “Executives of Dassault Systèmes” above for the list of members) with the exception of Ms. Marie‑Hélène Habert‑Dassault and her sister‑in‑law Ms. Catherine Dassault; — in the past five years, none of the directors or executives of Dassault Systèmes: – has been convicted of fraudulent offenses, – has been affected by the bankruptcy, receivership, liquidations or placing under administration of a company, – has been subject to an official accusation and/or sanctions by statutory or regulatory authorities (including designated professional bodies), or – has been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer, or from acting in the management or conduct of the affairs of any issuer; — there is no potential conflict of interest between the duties of the directors toward Dassault Systèmes and their private interests and/or other duties, and no director or executive of Dassault Systèmes has been selected as a member of an administrative or management body by virtue of an agreement with major shareholders, customers, suppliers or others; — no director or executive of Dassault Systèmes is party to a service contract with Dassault Systèmes SE, or one of its subsidiaries, which provides him or her with a personal benefit. 310 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Information about Dassault Systèmes SE, the share capital and the ownership structure 6 6 INFORMATION ABOUT DASSAULT SYSTÈMES SE, THE SHARE CAPITAL AND THE OWNERSHIP STRUCTURE 6.1 6.1.1 6.1.2 6.2 6.2.1 6.2.2 6.2.3 6.2.4 6.3 6.3.1 6.3.2 6.3.3 Information about Dassault Systèmes SE General Information Memorandum and Specific By‑Laws Provisions Information About the Share Capital Share Capital as of December 31, 2022 Potential Share Capital Changes in Dassault Systèmes SE’s Share Capital over the Past Three Years Share Buyback Programs Information About the Shareholders Shareholder Base and Double Voting Rights Controlling Shareholder Shareholder Agreements 6.4 Stock Market Information 312 312 313 316 316 316 317 317 319 319 321 322 326 6 6 311 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 6 Information about Dassault Systèmes SE, the share capital and the ownership structure Information about Dassault Systèmes SE 6.1 Information about Dassault Systèmes SE 6.1.1 General Information 6.1.1.1 Commercial Name and Registered Office Dassault Systèmes 10 rue Marcel Dassault, 78140 Vélizy‑Villacoublay, France Telephone: +33 (0)1 61 62 61 62 Website: www.3ds.com It is specified that the information on Dassault Systèmes’ website is not part of this Universal registration document (with the exception of that expressly incorporated by reference in this Universal registration document) and has not been reviewed or approved by the French Financial Markets Authority (AMF). 6.1.1.2 Legal form – Applicable Law – Place of Registration and Registration Number – APE Code Dassault Systèmes SE is a European company (Societas Europaea) incorporated and registered under French law, with a Board of Directors, governed by the provisions of Council Regulation (EC) no. 2157/2001 as well as by French legislative and regulatory provisions in force at any time (hereinafter the “Law”). It is registered with the Versailles trade and companies registry under number 322 306 440. Its APE code is 58.29 C. Its LEI code is: 96950065LBWY0APQIM86. — the supply and provision of services to users notably in the area of training, demonstration, methodology, display and utilization; and — the supply and sale of computer resources, together or separate from the supply or sale of software or services, notably in the areas of 3D design, modeling, simulation, manufacturing, planning, collaboration, lifecycle management, business intelligence, marketing or consumer 3D solutions in the domains of products, nature and life. The purpose of Dassault Systèmes SE also includes: — the creation, acquisition, rental and management‑lease of any on‑going business, the signing of leases, and the establishment and operation of any facilities; — the acquisition, operation or sale of any industrial or intellectual property rights as well as any know‑how in the field of computers; — and more generally, taking an interest in any business or company created or to be created as well as in any legal, economic, financial, industrial, civil and commercial, personal or real property transactions connected directly or indirectly, in whole or in part, with the purposes above or any similar or related purposes. 6.1.1.5 Fiscal Year 6.1.1.3 Date of Incorporation and Term Dassault Systèmes SE was incorporated as a limited liability company (société à responsabilité limitée) on June 9, 1981 for a 99‑year term starting on the date of its registration, i.e. until August 4, 2080. It was transformed into a public limited liability company (société anonyme) on April 8, 1993 and then into a European company (Societas Europaea) on June 15, 2015. The 12‑month fiscal year covers the period from January 1 to December 31 of each year. 6.1.1.6 Branches, Secondary Establishments Dassault Systèmes SE has no branch. Dassault Systèmes SE has 15 secondary establishments as of December 31, 2022, located at the following addresses: — 5C Route de Saint‑Laurent, 76480 Saint‑Romain‑de‑Colbosc; 6.1.1.4 Corporate Purpose — ZAC du Bois de Côtes – 304 Route National 6, Pursuant to Article 2 of its by‑laws, Dassault Systèmes SE’s corporate purpose, in France and abroad, is: — the design, development, production, marketing, purchase, sale, brokerage, rental, maintenance and provision of after‑sale services of software, digital content and/or computer hardware; — the supply and provision of services of data centers, including the supply of online software solutions as a service and the operation and supply of the corresponding infrastructure; 69760 Limonest; — 5 rue de l’Halbrane – Technocampus Océan – ZAC Croix Rouge, 44340 Bouguenais; — 15 rue Claude Chappe, bâtiment B – Zac des Champs blancs, 35510 Cesson‑Sevigné; — Rue Evariste Galois – ZAC St‑Philippe II, lot 24 – Quartier des Lucioles, 06410 Biot; — 10 Place de la Madeleine, 75008 Paris; — 20 Boulevard Eugène Deruelle, bâtiment A – Immeuble Le Britannia, 69003 Lyon; 312 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTInformation about Dassault Systèmes SE, the share capital and the ownership structure Information about Dassault Systèmes SE 6 — 53 avenue de l’Europe, 13090 Aix‑en‑Provence; 6.1.1.7 Documents Accessible to the General Public — 1‑3 rue Jeanne Braconnier – Immeuble Terre Europa, 92360 Meudon; — 120 rue René Descartes, 29280 Plouzané; — 37 Chemin des Ramassiers – ZAC des Ramassiers, 31770 Colomiers; — 1 Allée Lavoisier, 59650 Villeneuve d’Ascq; — 18 Chemin de Malacher, Immeuble Le Signal, 38240 Meylan; — Zac du Perget, Rue Antoine Lavoisier – 31770 Colomiers; — 1 Pas Annette Zelman – 54000 Nancy. Dassault Systèmes SE’s by‑laws, minutes of the General Meetings and Board of Directors’ reports to the General Meetings, reports of the Statutory Auditors, financial statements for the last three years and, more generally, all documents provided or made available to shareholders pursuant the Law may be viewed at Dassault Systèmes SE’s registered office. to Some of these documents are also available on Dassault Systèmes’ website (https://investor.3ds.com/). 6.1.2 Memorandum and Specific By‑Laws Provisions The by‑laws of Dassault Systèmes SE were last amended on March 14, 2023. 6.1.2.1 Allocation of Profits (Article 36 of the By‑Laws) The profits for each year, less any losses from prior periods, where appropriate, are first allocated to the reserves as required by Law. An amount of 5% is deducted to form the legal reserve fund. This deduction ceases to be compulsory when said fund reaches one‑tenth of share capital; it becomes compulsory once again when the legal reserve falls below this amount. The distributable profit is composed of the profit from the year less any losses from prior periods as well as the amounts allocated to reserves as required by Law or the by‑laws, and increased by retained earnings. The General Meeting then deducts from this distributable profit the amounts deemed appropriate to allocate to any optional, ordinary or special reserves or to the retained earnings account. As appropriate, any remaining balance is distributed to all shares proportionately to the unredeemed paid‑up value. However, except in the event of a share capital reduction, no distribution can be made to shareholders if the equity is, or would be as a result of the distribution, less than the amount of the share capital plus the reserves that cannot be distributed under the Law or the by‑laws. The General Meeting may decide to distribute amounts taken from available reserves, either to pay or increase a dividend, or distribute a special dividend. In this case, the resolution explicitly identifies from which reserves these amounts are to be withdrawn. Nevertheless, the dividends are distributed in order of priority starting with the distributable profit of the year. After the approval of the financial statements by the General Meeting, any losses are recorded in a special account and carried forward against the profits of future years, until they have been eliminated. In case of stripping of the ownership of the shares, Article 11 of the by‑laws reserves for beneficial owners the right to vote on decisions relating to the allocation of profits (see paragraph 6.1.2.3 “Shares and Voting Rights”). 6.1.2.2 General Meetings Notice and agenda of meeting (Articles 25 and 26 of the by‑laws) General Meetings are convened by the Board of Directors or, if the Board of Directors fails to convene a General Meeting, by the Statutory Auditor(s). One or more shareholders who together hold at least 10% of the subscribed capital may also request the Board of Directors to call such General Meetings and set the agenda thereof. The request to convene the meeting shall set out the items to be put on the agenda. Notice of the meeting is made through an announcement placed in a journal of legal notices in the department of the registered office and in the French Bulletin of required legal notices (Bulletin des Annonces Légales Obligatoires – BALO). Shareholders holding registered shares for at least one month from the date of the announcement are also notified of all General Meetings by letter sent by standard mail or, at their request and expense, by registered letter. The General Meeting cannot be held less than fifteen days after the announcement is published or the letter is sent to registered shareholders. One or more shareholders, representing at least the required percentage of capital, also have the possibility of requesting that items and proposed resolutions be added to the agenda in accordance with the Law. 6 313 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES6 Information about Dassault Systèmes SE, the share capital and the ownership structure Information about Dassault Systèmes SE Conditions for admission (Article 27 of the by‑laws) Every shareholder has the right to participate in General Meetings either in person or by proxy, provided his/her shares are fully paid‑up and: — for holders of registered shares, that they are held in a registered account (directly or through a financial intermediary) at 12:00 AM (Paris time) on the second business day preceding the Meeting; — for holders of shares in bearer form, that they are recorded in a bearer securities account maintained by the accredited intermediary at 12:00 AM (Paris time) on the second business day preceding the Meeting. The registration of shares in a bearer securities account maintained by the accredited intermediary shall be validated by a shareholding certificate (attestation de participation) issued by the accredited intermediary to the holder of the shares. This certificate must be attached to the voting or proxy form or to the request for an admission card issued in the shareholder’s name. A certificate can also be issued to a shareholder who wishes to attend in person the General Meeting and who has not received an admission card by the second business day preceding the Meeting. Shareholders may vote by mail using a form that will be sent to them under the conditions indicated by the notice of meeting. The form, duly completed and accompanied, as the case may be, by a shareholding certificate (attestation de participation), must be received by Dassault Systèmes SE at least three days before the date of the General Meeting, or it will not be taken into consideration. A shareholder may be represented by any natural person or legal entity who has been appointed as proxy, under the conditions provided by Law. The shareholders who are legal entities are represented by the natural persons duly authorized to represent them with respect to third parties or by any person to whom the power of proxy has been transferred. A shareholder, who is a non‑French resident as defined in Article 102 of the French Civil Code, may be represented at General Meetings by an accredited intermediary registered according to the provisions of the Law. Such shareholder will be considered present in calculating the quorum and the results of voting. If the Board of Directors so decides when convening the General Meeting, any shareholder may also participate and vote at the Meeting by videoconference or by any other means of telecommunications permitting him/her to be identified and to participate effectively. Such participation must comply with the conditions and means provided for by Law. Such shareholder will be accounted for in calculating the quorum and the results of voting. Actions required to amend shareholders’ rights (Articles 13, 31 and 32 of the by‑laws) Only an Extraordinary General Meeting can amend shareholders’ rights in compliance with the provisions of the Law. Except as may be otherwise provided for under the provisions of the Law and with the exception of reverse share splits carried out in accordance with the Law, no majority may impose on shareholders an increase in their commitments. If new classes of shares are created, only an Extraordinary General Meeting and a Special Meeting of Shareholders of the specific class of shares may approve an amendment to the rights of these classes of shares. 6.1.2.3 Shares and Voting Rights Rights, privileges and restrictions attached to each class of shares (Articles 13, 29 and 39 of the by‑laws) All the shares are of the same class and carry, under Dassault Systèmes SE’s by‑laws, the same rights to the allocation of profits and any amounts distributed in the event of liquidation (see paragraph 6.1.2.1 “Allocation of Profits (Article 36 of the by‑laws)”). However, a double voting right is awarded to any fully paid‑up share held in registered form for at least two consecutive years in the name of the same holder (see the paragraph “Double voting rights (Article 29 of the by‑laws)” below). Conditions for exercising voting rights (Articles 11 and 29 of the by‑laws) The voting rights attached to equity shares or deferred shares is proportional to the portion of capital they represent. Voting is carried out by show of hands, by roll call or by secret ballot, as decided by the secretariat of the Meeting or the shareholders. Shareholders may also vote by mail, by videoconference or by any other means of communication, in accordance with the by‑laws. For the calculation of the majority, the votes cast shall not include votes attaching to shares in respect of which the shareholder has abstained or has returned a blank or invalid ballot. In case the ownership of a share is divided, the voting right attached to the share belongs to the bare owner (nu‑propriétaire), except for the decisions relating to the allocation of profits for which it belongs to the beneficial owner (usufruitier). Double voting rights (Article 29 of the by‑laws) Each share gives the right to one vote. Nevertheless, since 2002, a double vote has been awarded to all fully paid‑up shares held in registered form for at least two consecutive years in the name of the same holder. In the case of a capital increase by incorporation of reserves, profits or premiums, this double voting right will be attached on the date of their issuance to free registered new shares allotted to a shareholder in consideration for his or her old shares giving rise to such right. 314 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTInformation about Dassault Systèmes SE, the share capital and the ownership structure Information about Dassault Systèmes SE 6 Under the Law, any share converted into a bearer share or changing hands shall lose the right to the double voting right except in the case of a transfer from a registered account to another registered account following an inheritance or a gift inter vivos to a spouse or a relative entitled to succeed to the donor’s estate. The double voting right may also be canceled by a resolution of the shareholders at an Extraordinary General Meeting, provided the approval of the Special Meeting of Shareholders having a double voting right. Limitations on voting rights The by‑laws contain no restrictions on the exercise of voting rights attached to Dassault Systèmes SE’s shares except in the event of stripping of the ownership of the shares (see the paragraph “Conditions for exercising voting rights Articles 11 and 29 of the by‑laws” above). 6.1.2.4 Declarations Concerning Crossing of the Ownership Thresholds (Article 13 of the By‑Laws) In addition to the legal obligation to inform Dassault Systèmes SE and the Financial Markets Authority (AMF) in the event a shareholder’s interest crosses the thresholds set out in Article L. 233‑7 of the French Commercial Code, any natural person or legal entity, acting alone or in concert with others, who directly or indirectly holds shares representing at least 2.5% of Dassault Systèmes SE’s share capital or voting rights, or a multiple thereof up to 50%, must inform Dassault Systèmes SE of the total number of shares or voting rights it holds whenever such thresholds are crossed, whether over or under. This information must be sent to Dassault Systèmes SE by registered letter with return receipt requested, within four trading days following the date of acquisition or disposal of the shares. The shareholder must certify in each declaration that it includes all shares or voting rights held or owned, in accordance with Article L. 233‑7 et seq. of the French Commercial Code. The declaration must also indicate the date or dates on which the acquisitions or disposals occurred. In the event of non‑compliance with this requirement, the shares exceeding the fraction of 2.5% which should have been declared will lose their voting rights, upon the request recorded in the minutes of the General Meeting of one or more shareholders holding a portion of Dassault Systèmes SE share capital or voting rights equal to at least 2.5% of the share capital or voting rights. The voting rights will be lost for all general meetings held until the expiration of two years following the date on which the required declaration is made. 6.1.2.5 Terms in the By‑Laws, a Charter or Regulation of Dassault Systèmes SE Which Could Delay, Postpone or Prevent a Change in Control Other than the aforementioned double voting right (see paragraph 6.1.2.3 “Shares and Voting Rights”) and the reporting obligation when holdings exceed 2.5% (see paragraph 6.1.2.4 “Declarations Concerning Crossing of the Ownership Thresholds (Article 13 of the By‑Laws)”), Article 10 of the by‑laws provides that Dassault Systèmes SE may, at any time and in compliance with the provisions of the Law, request that a central depositary maintaining its share register provides it with the name (or corporate name for legal entities), the nationality, the year of birth or the year of incorporation and the postal and, where applicable, email address of holders of Dassault Systèmes SE’s shares in bearer form which grant, immediately or over time, the right to vote at General Meetings of Shareholders, as well as the number of shares held by each of these shareholders and, where appropriate, any restrictions applicable to such shares. 6.1.2.6 Terms in the By‑Laws Concerning Modifications in Share Capital Which are More Restrictive Than the Law The by‑laws of Dassault Systèmes SE do not contain any provisions governing changes in share capital, which are more restrictive than those provided by Law. 6.1.2.7 Terms in the By‑Laws Concerning the Directors and Members of the Executive Team (Articles 14, 15 and 19 of the By‑Laws) Dassault Systèmes SE is administrated by a Board of Directors established in accordance with the Law. Directors shall be appointed for four years, renewed or revoked by shareholders at an Ordinary General Meeting. The number of directors aged seventy or over cannot exceed half the members of the Board of Directors at any time. The Board of Directors also includes two directors representing employees, appointed by each of the two trade union organizations that have obtained the highest number of votes in the first round of the Social and Economic Committee members in the Company and its direct or indirect subsidiaries whose registered office is located on French territory. From among its individual members, the Board of Directors shall elect a Chairman who may not be more than eighty‑five years of age, and set his or her term of office. The Chairman shall organize and supervise the work of the Board of Directors and reports on the same at the General Meeting of Shareholders, and shall watch over the running of the corporate bodies of the Company. The Board of Directors may also elect a Vice chairman who will serve as Chairman on an interim basis, in the case of (i) a temporary incapacity or death of the Chairman or (ii) an absence or unavailability of the Chairman to preside over a meeting of the Board of Directors. 6 315 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES6 Information about Dassault Systèmes SE, the share capital and the ownership structure Information About the Share Capital Depending on the decision of the Board of Directors, the general management of the Company shall be undertaken either by the Chairman of the Board of Directors or by another individual appointed by the Board of Directors and who shall take the title of Chief Executive Officer. The Chief Executive Officer may not be more than seventy‑five years old. The Chief Executive Officer shall be vested with the broadest powers to act under any circumstance on behalf of the Company which he represents in its dealings with third parties. He or she shall exercise these powers within the limits of the corporate purpose and subject to the powers expressly attributed by Law, the Company’s bylaws and the Board’s internal regulation to shareholders meetings and the Board of Directors. The Chief Executive Officer may be dismissed at any time by the Board of Directors. If dismissal is without cause, costs for damages and related interest may arise, unless the Chief Executive Officer is also Chairman of the Board of Directors. Upon the proposal of the Chief Executive Officer, the Board of Directors may appoint one or more individuals, whether directors or not, to assist the Chief Executive Officer as Deputy CEO. The Deputy CEO may not be more than seventy‑five years old. In agreement with the Chief Executive Officer, the Board of Directors determines the extent and duration of the powers granted to each Deputy CEO. In dealings with third parties, each Deputy CEO has the same powers as the Chief Executive Officer. The Deputy CEO may be dismissed at any time by the Board of Directors, at the proposal of the Chief Executive Officer. If dismissal is without cause, costs for damages and related interest may arise. In the event of the death, resignation or dismissal of the Chief Executive Officer, each Deputy CEO shall retain his/ her position and duties until the appointment of a new Chief Executive Officer, unless otherwise decided by the Board of Directors. 6.2 Information About the Share Capital 6.2.1 Share Capital as of December 31, 2022 As of December 31, 2022, the number of shares making up Dassault Systèmes SE’s share capital totaled €133,503,970.80 and was composed of 1,335,039,708 fully paid‑up shares with a nominal value of €0.10 each (1). 6.2.2 Potential Share Capital As of December 31, 2022, outstanding share subscription options, whether or not exercisable, would, if all were exercised, result in the issuance of 25,771,918 new shares, representing 1.89% of Dassault Systèmes SE’s share capital at that date (on a diluted basis). On the same date, based on the closing price of its shares on December 31, 2022 (€33.50 per share), the exercise of all exercisable issued options, whose exercise price was less than that closing price, would have resulted in the issuance of 17,939,801 new shares, representing 1.33% of Dassault Systèmes SE’s share capital at that date (on a diluted basis). The dilutive effect per share is also set forth in Note 11 to the consolidated financial statements. In connection with the acquisition of SolidWorks in 1997, Dassault Systèmes SE issued shares to the holders of share subscription options and warrants issued by SolidWorks prior to this acquisition. These Dassault Systèmes shares have historically been held by Dassault Systèmes’ wholly owned U.S. subsidiary, SW Securities LLC. No other SolidWorks share subscription options or warrants remain outstanding at this time. As of December 31, 2022, SW Securities LLC held 2,518,070 shares, or approximately 0.19% of share capital at that date. As the shares held by SW Securities LLC are to be considered as treasury shares, they do not carry voting rights and are not eligible for dividends. Other than the share subscription options granted in connection with stock option plans and performance share allocations as described in paragraph 5.1.4 “Summary of the Compensation and Benefits due to Corporate Officers (Mandataires Sociaux)” and paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE”, there are no other securities giving a right to subscribe Dassault Systèmes shares, and there is no agreement which could result in a capital increase. (1) The amount of share capital and the number of shares as of December 31, 2022 takes into account the share subscription options exercised since February 28, 2022 but not yet acknowledged by the Board of Directors. 316 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTInformation about Dassault Systèmes SE, the share capital and the ownership structure Information About the Share Capital 6 Pledge of shares To Dassault Systèmes SE’s knowledge, there was no pledge of Dassault Systèmes shares in registered form and representing a significant portion of its share capital as of December 31, 2022. 6.2.3 Changes in Dassault Systèmes SE’s Share Capital over the Past Three Years Date Transaction February 29, 2020 Capital increase resulting from the exercise of share subscription options June 29, 2021 February 28, 2021 Capital increase resulting from the exercise of share subscription options Capital increase resulting from the exercise of share subscription options Five‑for‑one stock split (1) Capital increase as part of the TOGETHER employee shareholding plan July 07, 2021 January 20, 2022 February 28, 2022 Capital increase resulting from the exercise of share subscription options Capital reduction Capital increase resulting from the exercise of share subscription options March 15, 2022 February 28, 2023 Nominal amount of changes in share capital (in euros) Amount of share capital (in euros) Number of shares created or canceled Nominal value of the shares (in euros) Total number of shares 663,175.50 132,127,159.50 1,326,351 264,254,319 0.50 583,972.50 132,711,132 1,167,945 265,422,264 0.50 250,959 ‑ 132,962,091 132,962,091 501,918 265,924,182 ‑1,329,620,910 0.50 0.10 430,505 133,392,596 4,305,050 1,333,925,960 0.10 344,328 ‑430,505 133,736,924 133,306,419 221,136.30 133,527,555.30 3,443,280 ‑4,305,050 2,211,363 1,337,369,240 1,333,064,190 1,335,275,553 0.10 0.10 0.10 (1) Following the five‑for‑one split of the Dassault Systèmes’ share on July 7, 2021, the number of shares was multiplied by five. The total number of shares therefore increased from 265,924,182 to 1,329,620,910. The changes in equity resulting from transactions through December 31, 2022 set forth above are included in the “Consolidated Statements of Shareholders’ Equity” in the consolidated financial statements. 6.2.4 Share Buyback Programs 6.2.4.1 Transactions Carried out by Dassault Systèmes SE in 2022 During the 2022 fiscal year, Dassault Systèmes SE purchased, under the authorizations granted to the Board of Directors by the General Meetings of May 26, 2021 and May 19, 2022 a total of 9,187,204 of its own shares (excluding shares acquired through the liquidity agreement, a report of which is presented below). These shares were purchased at an average price of €41.59 per share, giving a total cost of €382,089,732.12 (excluding tax). The transaction costs paid by Dassault Systèmes SE in connection with these repurchased shares amounted to €114,626.92 (including tax), to which is added the tax on financial transactions for an amount of €1,146,269.19. 6 These 9,187,204 shares were assigned to cover Dassault Systèmes SE’s obligations resulting from share allocations to Dassault Systèmes’ employees. The shares repurchased before 2022 were allocated in 2022 to the following purposes: — covering Dassault Systèmes SE’s obligations resulting from share allocations to Dassault Systèmes’ employees decided prior to 2022: 15,517,710 shares; 317 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES6 Information about Dassault Systèmes SE, the share capital and the ownership structure Information About the Share Capital — cancellation: 4,305,050 shares; 6.2.4.2 — liquidity agreement entered into with Oddo BHF SCA mentioned below: 213,485 shares. Dassault Systèmes SE directly held, on December 31, 2022, a total of 18,598,155 of its own shares (including 712,286 shares through the liquidity agreement) of a nominal value of €0.10 each, which had been repurchased at an average price of €38.51, representing approximately 1.39% of the share capital at that date. Out of these 18,598,155 shares, a total of 17,885,869 shares are at the disposal of Dassault Systèmes SE and are allocated to cover the Dassault Systèmes SE obligations resulting from share allocations to Dassault Systèmes employees. On January 5, 2015, Dassault Systèmes SE entered into a liquidity agreement, in accordance with the Code of Ethics of the AFEI (French association of investment firms) recognized by the French Financial Markets Authority (AMF), with Oddo BHF SCA implemented from January 7, 2015 for an initial period ending on December 31, 2015, automatically renewable for subsequent 12‑month terms. This agreement was amended on October 26, 2017, in order to, inter alia, increase the amount of the fees to €70,000 per year and to increase by €5 million the resources assigned to the liquidity agreement. On December 13, 2018, an additional contribution of €5 million was made, increasing the resources assigned to the liquidity agreement from €15 million to €20 million. The agreement was amended on June 18, 2019, in order to comply with the new requirements of Decision no. 2018‑01 of July 2, 2018 of the French Financial Markets Authority (AMF), which has since been replaced by AMF Decision no. 2021‑01 of June 22, 2021. During fiscal year 2022, a total of 3,375,777 shares were purchased and 2,876,976 shares were sold within the framework of the liquidity agreement. As of December 31, 2022, the following resources appeared on the liquidity account: — 712,286 Dassault Systèmes shares; and — €7,510,217.05 in cash. During fiscal year 2022, Dassault Systèmes SE has not entered into any transactions on derivative securities linked to its shares nor has it purchased or sold any of its shares through the exercise or maturity of derivative securities. 318 Description of the Share Buyback Program Proposed to the General Meeting on May 24, 2023 Pursuant to Article 241‑2 et seq. of the French Financial Markets Authority (AMF) General Regulation and Article L. 451‑3 of the French Monetary and Financial Code, and in accordance with European Regulations, the terms and objectives of the Dassault Systèmes SE’s share buyback program that will be submitted for approval at the General Meeting of May 24, 2023, are described below. Breakdown of treasury shares by objectives As of December 31, 2022, Dassault Systèmes SE shares directly and held 18,598,155 of its own 2,518,070 These 18,598,155 shares were allocated to the following objectives: indirectly (treasury shares). — to cover Dassault Systèmes SE’s obligations resulting from share attributions to Dassault Systèmes’ employees: 17,885,869 shares; and — a liquidity agreement signed with Oddo BHF SCA June 18, 2019: January 5, 2015, updated on on 712,286 shares. Objectives of the new repurchase program 1) To cancel shares for the purpose of increasing the profitability of shareholders’ equity and earnings per share, subject to approval by the Extraordinary General Meeting of the resolution permitting shares to be canceled; 2) to meet obligations related to stock option allocations or other allocations of shares to employees or Corporate Officers (mandataires sociaux) of Dassault Systèmes SE or of an affiliated company; 3) to provide shares upon exercise of rights attached to marketable securities giving access to the share capital of Dassault Systèmes SE; 4) to maintain an active market or provide liquidity for Dassault Systèmes shares through the intermediary of an investment services provider by means of a liquidity contract complying with the Financial Markets Authority (AMF)’s accepted market practice; 5) to implement any stock‑exchange market practice which may be accepted by law or by the Financial Markets Authority; 6) to deliver shares in the context of external growth transactions by Dassault Systèmes SE or an affiliated company, in particular through mergers, demergers, partial demergers or contributions in kind. Objectives 1 to 3 above comply with the terms of paragraph 2, Article 5 of European Regulation no. 596/2014 dated April 16, 2014, and objective 4 complies with Decision no. 2021‑01 of June 22, 2021 taken by the Financial Markets Authority. Objective 5 complies with provisions of Article 13 of European Regulation no. 596/2014 dated April 16, 2014. Objective 6 does not benefit from a presumption of legitimacy but it is in the interest of the Company to have DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTInformation about Dassault Systèmes SE, the share capital and the ownership structure Information About the Shareholders 6 such a possibility, referred to in Article L. 22‑10‑62 of the French Commercial Code. maximum amount of the funds used for the purpose of buying back shares is set at €1 billion. The General Meeting of May 24, 2023 will also be asked to authorize the Board of Directors to cancel, as the case may be, all or part of the shares which it may repurchase in connection with the share buyback program and to carry out the corresponding reduction in share capital. Maximum amount allocated to the share buyback program, maximum number and characteristics of the securities that Dassault Systèmes SE proposes to acquire The Board of Directors is authorized to repurchase Dassault Systèmes shares representing up to 25 million shares. The Duration of the share buyback program The program would last about 12 months, starting on the General Meeting of May 24, 2023. The authorization granted by the General Meeting to the Board of Directors should be valid until the Ordinary General Meeting approving the financial statements for the fiscal year ending December 31, 2023. 6.3 Information About the Shareholders 6.3.1 Shareholder Base and Double Voting Rights The table below sets forth certain information concerning Dassault Systèmes SE’s shareholder base over the last three fiscal years. Pursuant to the Financial Markets Authority (AMF) Position/Recommendation no. 2021‑02, it specifies: — the theoretical or “gross” voting rights, taking into account the voting rights attached to the shares without voting rights, in accordance with Article 223‑11 of the French Financial Markets Authority (AMF) General Regulation and used as a denominator by shareholders to calculate their percentage of shares held and voting rights for the purposes of regulatory declarations (in particular the declarations with regards to crossing thresholds); and — the voting rights that can be exercised at the General Meeting or “net” voting rights, not taking into account shares without voting rights. Double voting rights are attributed to all fully paid‑up shares held in registered form for at least two consecutive years in the name of the same holder. The major shareholders of Dassault Systèmes SE do not hold voting rights different from those of other shareholders (such as double voting rights). 6 319 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES6 Information about Dassault Systèmes SE, the share capital and the ownership structure Information About the Shareholders Shareholders As of December 31, 2022 Groupe Industriel Marcel Dassault Charles Edelstenne (1) Bernard Charlès Pascal Daloz Treasury shares (2) Indirect treasury shares (3) Public TOTAL As of December 31, 2021 Groupe Industriel Marcel Dassault Charles Edelstenne (1) Bernard Charlès Treasury shares (2) Indirect treasury shares (3) Directors and executives(4) Public TOTAL As of December 31, 2020 Groupe Industriel Marcel Dassault Charles Edelstenne (1) Bernard Charlès Treasury shares (2) Indirect treasury shares (3) Directors and executives(4) Public TOTAL Shares % of capital Theoretical voting rights % of theoretical voting rights Voting rights exercisable in the General Meeting % of voting rights exercisable in the General Meeting 535,449,840 79,681,475 24,452,205 2,974,295 18,598,155(2) 2,518,070 671,365,668 1,335,039,708 535,449,840 79,487,425 22,952,205 15,640,473 (2) 2,518,070 10,035,160 666,633,480 1,332,716,653 40.11% 1,070,899,680 159,168,900 5.97% 45,904,410 1.83% 5,348,590 0.22% 18,598,155 1.39% 2,518,070 0.19% 698,635,913 50.29% 100% 2,001,073,718 5.96% 1.72% 1.17% 0.19% 0.75% 50.03% 40.18% 1,070,149,680 158,585,350 42,904,410 15,640,473 2,518,070 17,670,380 685,775,708 100% 1,993,244,071 107,089,968 15,897,485 4,290,441 3,556,325 (2) 503,614 1,859,013 131,939,391 265,136,237 40.39% 6.00% 1.62% 1.34% 0.19% 0.70% 49.76% 100% 214,019,936 31,692,070 8,130,882 3,556,325 503,614 3,395,817 135,805,717 397,104,361 53.52% 1,070,899,680 159,168,900 45,904,410 5,348,590 ‑ ‑ 698,635,913 100% 1,979,957,493 7.95% 2.29% 0.27% 0.93% 0.13% 34.91% 53.69% 1,070,149,680 158,585,350 42,904,410 ‑ ‑ 17,670,380 681,379,936 100% 1,970,689,756 7.96% 2.15% 0.78% 0.13% 0.88% 34.41% 53.90% 7.98% 2.05% 0.89% 0.13% 0.85% 34.20% 100% 214,019,936 31,692,070 8,130,882 ‑ ‑ 3,395,817 135,805,717 393,044,422 54.09% 8.04% 2.32% 0.27% – – 35.28% 100% 54.30% 8.05% 2.18% – – 0.89% 34.58% 100% 54.45% 8.06% 2.07% – – 0.87% 34.55% 100% (1) Including shares held in two family companies managed by Mr. Edelstenne. At December 31, 2022, Mr. Edelstenne held 21,584,340 shares with all ownership rights and 16,910 shares through two family companies which he manages, representing a total of 1.62% of the capital and 2.17% of the exercisable voting rights, as well as 58,080,225 shares with “beneficial” rights (usufruit). For the beneficial rights with respect to these 58,080,225 shares, representing 5.87% of the exercisable voting rights, Mr. Edelstenne can only exercise the voting rights on decisions of the General Meeting of Shareholders concerning the allocation of profits; the holders of the bare ownership rights (nue‑propriété) exercise the voting rights for other resolutions in compliance with Article 11 of the by‑laws. For details related to the Company shares held by Mr. Edelstenne at December 31, 2021 and December 31, 2020, see paragraph 6.3.1. of the Universal registration documents for 2021 and 2020, respectively. Including 712,286 shares through the liquidity agreement as of December 31, 2022. As of December 31, 2021, this number was 213,485 shares. (2) (3) SW Securities LLC. This company is a Dassault Systèmes subsidiary; the Dassault Systèmes’ shares held by it do not have voting rights. (4) The executives concerned are those listed in paragraph 5.1.2 “Executives of Dassault Systèmes” of the 2021 and 2020 URDs. to The overall number of voting 2,001,073,718 as of December 31, 2022 (the number of exercisable voting rights was 1,979,957,493). The difference between the number of theoretical and exercisable voting rights is explained by the direct and indirect treasury shares. rights amounted Investment Management MFS (MFS) notified Dassault Systèmes SE that as of September 17, 2015 the funds managed by companies within its group held more than 2.5% of the company’s capital. BlackRock, Inc. further advised Dassault Systèmes SE that, as of September 4, 2019, it held more than 2.5% of the company’s capital. No other shareholders, except as indicated above, declared holding 2.5% (threshold set forth in by‑laws) or more than 5% of the company’s share capital or voting rights, directly or indirectly, alone or in agreement with other shareholders, pursuant to shareholders’ reporting obligations. Although Dassault Systèmes SE voluntarily delisted its shares from NASDAQ in October 2008, it continues to maintain its ADR (“American Depositary Receipts”) program, which are still traded on the over‑the‑counter market (see paragraph 6.4 “Stock Market Information”). On December 31, 2022, there were 24,521,620 American Depositary Shares (“ADS”) outstanding, and the number of recorded ADS holders, holding them either for themselves or for third parties, was 39. In December 2022, Dassault Systèmes SE commissioned a survey on the composition of its shareholder base from an external specialized services provider. According to this survey, investors holding more than 10,000 shares each numbered 749, and they held 41.99% of the Dassault Systèmes SE share capital as of December 31, 2022. institutional 320 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Information about Dassault Systèmes SE, the share capital and the ownership structure Information About the Shareholders 6 As of December 31, 2022, Dassault Systèmes SE held 712,286 shares under the liquidity agreement entered into with Oddo BHF SCA and 17,885,869 treasury shares. Of these 17,885,869 treasury shares, 4,469,249 shares were bought back during the buyback program adopted by the General Meeting of May 19, 2022 and the remainder, i.e. 13,416,620 shares, under previous buybacks. These 17,885,869 shares represent approximately 1.34% of the share capital as of December 31, 2022, with no voting rights or dividend rights attached to them. At December 31, 2022, a total of 698,807,553 Dassault Systèmes shares (i.e. approximately 52.34% of the capital) are held in registered form, providing entitlement to 1,344,249,767 exercisable voting rights (i.e. approximately 67.18% of the gross voting rights). The number of Dassault Systèmes’ shares held by employees, in accordance with Article L. 225‑102 of the French Commercial Code, was 18,356,980 shares at December 31, 2022, or approximately 1.38% of the total number of shares on that date. This percentage was 1.19% as of December 31, 2021. 6.3.2 Controlling Shareholder Groupe Industriel Marcel Dassault (GIMD) is the main shareholder of Dassault Systèmes SE with, as of December 31, 2022, 40.11% of the share capital and 54.09% of the exercisable voting rights (i.e. 53.52% of theoretical voting rights). With more than 50% of the voting rights of Dassault Systèmes SE, GIMD controls Dassault Systèmes. GIMD belongs to the Dassault family. The Board of Directors of Dassault Systèmes SE is made up of 50% of independent directors (1), i.e. a proportion exceeding the requirement stipulated in the AFEP‑MEDEF Code for controlled companies. All the Committees under the Board (Audit Committee, Compensation and Nomination Committee and Scientific Committee) are fully composed of independent directors, as a guarantee of a balanced exercise of control by GIMD. As GIMD possesses more than 30% but less than half of the shares and more than half of the voting rights in Dassault Systèmes SE, GIMD may not increase its equity stake by more than 1% of the total number of equity securities of the Company in a period of 12 consecutive months, unless it launches a public tender offer on all Dassault Systèmes’ shares, except for an exemption from the obligation to make an offer based on Article 234‑8 and 234‑9 (6) of the French Financial Markets Authority (AMF) General Regulation, which the latter can grant at its discretion. (1) Directors representing employees are not taken into account for the calculation of the number of independent directors, in compliance with the recommendations of the AFEP‑MEDEF Code. 6 321 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES6 Information about Dassault Systèmes SE, the share capital and the ownership structure Information About the Shareholders 6.3.3 Shareholder Agreements In 2011, 2013, 2014, 2015, 2017, 2018, 2019, 2020 and 2022, Dassault Systèmes was informed about collective undertakings concluded concerning the holding of shares whose characteristics are summarized in the tables hereafter in accordance with Financial Markets Authority (AMF) Position/Recommendation no. 2021‑02. Collective undertakings concluded in 2022 System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (as at March 31, 2022) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Article 787 B of the French Tax Code April 26, 2022 At least two years Undetermined with cases of termination No specific conditions stipulated 23.66% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 975 III, 1, 1° of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. Collective undertakings concluded in 2020 System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (at its date of execution) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Article 787 B of the French Tax Code May 06, 2020 At least two years Undetermined with cases of termination No specific conditions stipulated 23.95% of the share capital Article 787 B of the French Tax Code November 06, 2020 At least two years Undetermined with cases of termination No specific conditions stipulated 24.00% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 975 III, 1, 1° of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. 322 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTInformation about Dassault Systèmes SE, the share capital and the ownership structure Information About the Shareholders 6 Collective undertakings concluded in 2019 System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (at its date of execution) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Article 787 B of the French Tax Code January 21, 2019 At least two years Article 787 B of the French Tax Code September 02, 2019 At least two years Article 787 B of the French Tax Code September 02, 2019 At least two years Undetermined with cases of termination No specific conditions stipulated 24.10% of the share capital Undetermined with cases of termination No specific conditions stipulated 27.79% of the share capital Undetermined with cases of termination No specific conditions stipulated 29.98% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Mr. Charles Edelstenne Mr. Bernard Charlès Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 975 III, 1, 1° of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. Collective undertakings concluded in 2018 System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (at its date of execution) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Article 787 B of the French Tax Code April 24, 2018 At least two years Undetermined with cases of termination No specific conditions stipulated 24.30% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 975 III, 1, 1° of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. 6 323 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES6 Information about Dassault Systèmes SE, the share capital and the ownership structure Information About the Shareholders Collective undertakings concluded in 2017 System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (at its date of execution) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Article 787 B of the French Tax Code March 30, 2017 At least two years Undetermined with cases of termination No specific conditions stipulated 24.52% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 885 O bis of the French Tax Code, now Article 975 III, 1.1 of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. Collective undertakings concluded in 2015 System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (at its date of execution) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Article 787 B of the French Tax Code December 17, 2015 At least two years Undetermined with cases of termination No specific conditions stipulated 24.85% of the share capital Article 787 B of the French Tax Code December 17, 2015 At least two years Undetermined with cases of termination No specific conditions stipulated 24.66% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 885 O bis of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. 324 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTInformation about Dassault Systèmes SE, the share capital and the ownership structure Information About the Shareholders 6 Collective undertakings concluded in 2014 System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (at its date of execution) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Article 787 B of the French Tax Code February 27, 2014 At least two years Undetermined with cases of termination No specific conditions stipulated 25.0% of the share capital Article 787 B of the French Tax Code December 16 and 17, 2014 At least two years Undetermined with cases of termination No specific conditions stipulated 24.7% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 885 O bis of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. System Date of signing Duration of collective undertakings Contractual duration of the agreement Conditions for renewal Capital and voting rights % concerned by the agreement (at its date of execution) Names of the signatories having the capacity of executives (1) Name(s) of the signatory (ies) having close links with executives Names of the signatories holding at least 5% of the capital and/or voting rights of Dassault Systèmes SE Collective undertakings concluded in 2013 Collective undertakings concluded in 2011 Article 787 B of the French Tax Code October 29, 2013 At least two years Undetermined with cases of termination No specific conditions stipulated 28.2% of the share capital Article 787 B of the French Tax Code July 11, 2011 At least two years Undetermined with cases of termination No specific conditions stipulated 29.6% of the share capital Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) Mr. Charles Edelstenne Mr. Bernard Charlès Groupe Industriel Marcel Dassault Groupe Industriel Marcel Dassault Mr. Charles Edelstenne and beneficiaries (2) (1) Pursuant to Article 885 O bis of the French Tax Code. (2) See Note 1 under the table of paragraph 6.3.1 “Shareholder Base and Double Voting Rights”. The same shares can be subject to several joint lock‑up agreements. 6 325 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 6 Information about Dassault Systèmes SE, the share capital and the ownership structure Stock Market Information 6.4 Stock Market Information Stock exchange in the form of ADS Shares of Dassault Systèmes have been listed on Compartment A of Euronext Paris (ISIN code FR0014003TT8 since June 28, 1996. Its shares were also listed on the NASDAQ (American Depositary Shares) under the symbol DASTY until October 16, 2008. The ADS are still traded under this symbol on the U.S. over‑the‑counter (OTC) market. One ADS represents one ordinary share (see paragraph 6.3.1 “Shareholder Base and Double Voting Rights”). For dividend policy, see the paragraph 7.1 “Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023”. Share price history and trading volumes of Dassault Systèmes’ shares in Paris in 2022 (in euros except for Volume of Shares Traded) January 2022 February 2022 March 2022 April 2022 May 2022 June 2022 July 2022 August 2022 September 2022 October 2022 November 2022 December 2022 Volume of shares traded Share price on last day of the month Highest share price during the month Lowest share price during the month 36,783,644 35,553,898 36,031,262 27,875,434 27,631,302 28,901,389 26,063,051 20,897,665 26,076,095 27,005,803 29,018,436 27,027,315 €42.45 €43.49 €44.72 €42.54 €39.19 €35.12 €41.66 €38.58 €35.74 €33.95 €35.09 €33.50 €50.83 €43.49 €46.03 €45.94 €41.88 €39.57 €41.66 €43.40 €39.45 €37.09 €37.40 €36.72 €41.06 €39.90 €40.16 €38.61 €37.17 €33.48 €35.00 €38.58 €34.24 €33.43 €32.70 €33.30 Person responsible for financial communications Béatrix Martinez Vice‑President, Investor Relations To obtain all financial information and documents published by Dassault Systèmes SE, please contact: Indicative timetable for the publication of financial information for 2023 — First quarter of 2023: April 26, 2023 — Second quarter of 2023: July 25, 2023 — Third quarter of 2023: October 25, 2023 — Fourth quarter of 2023: February 1, 2024 Investor Relations Service 10, rue Marcel Dassault – CS 40501 78946 Vélizy‑Villacoublay Cedex – France Telephone: +33 (0)1 61 62 69 24 email: investors@3ds.com 326 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT7 General Meeting MEETING 7 7 GENERAL 7.1 7.1.1 7.1.2 7.1.3 7.1.4 7.1.5 7.1.6 7.1.7 7.1.8 7.1.9 7.1.10 7.1.11 7.2 Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 Annual Financial Statements and Allocation of the Results Consolidated Financial Statements Related‑Party Agreements Reappointment as Principal Statutory Auditors of PricewaterhouseCoopers Audit Compensation Elements Paid or Granted in 2022 to Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, and to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023 Information Contained in the Corporate Governance Report Relating to the Compensation of Corporate Officers (Mandataires Sociaux) (Article L. 22‑10‑9, I of the French Commercial Code) Compensation Policy for Corporate Officers (Mandataires Sociaux) Appointment and Reappointment of Directors Authorization to Repurchase Shares of Dassault Systèmes Delegations of Authority and Powers to Increase the Share Capital Financial Authorizations for Issuances Reserved for Employees and Corporate Officers (Mandataires Sociaux) Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 328 328 329 329 330 330 333 334 334 335 335 336 338 7 327 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 7 General Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7.1 Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7.1.1 Annual Financial Statements and Allocation of the Results It is proposed to approve the annual financial statements of Dassault Systèmes SE (or the “Company” for the purposes of this Chapter 7 “General Meeting”) for the year ended December 31, 2022, prepared on the basis of French accounting principles, as they have been presented in paragraph 4.2 “Parent Company Financial Statements”. Dassault Systèmes SE has paid dividends every year since 1986. The decision to distribute dividends and their amount depends on the profits and the financial position of Dassault Systèmes SE as well as other factors. Dividends which have been distributed but are not collected by a shareholder revert to the French State at the end of the five‑year period following the date of their payment. Based on the financial statements and the management report of the Board of Directors included in this Universal registration document, a profit of €781,856,261.68 (1) was realized for the year ended December 31, 2022, which we propose that you allocate as follows: – to the legal reserve – to a special reserve account (2) – for distribution to the 1,335,039,708 shares forming the share capital as of 12/31/2022 of a dividend of (€0.21 x 1,335,039,708)(3) – to retained earnings which, increased by the retained earnings from previous years of €2,945,604,044.79, brings the amount of retained earnings to €23,230.55 €0 €280,358,338.68 €501,474,692.45 €3,447,078,737.24 (1) This profit, increased by the retained earnings from previous years of €2,945,604,044.79 and after allocation to the legal reserve, results in a distributable profit of €3,727,437,075.92. In compliance with Article 238 bis AB, paragraph 5 of the French General Tax Code. (2) (3) The aggregate amount of the dividend will be increased according to the number of new shares created between January 1, 2023 and the date of this General Meeting as a result of the exercise of share subscription options, it being specified that the maximum number of shares that may derive from the exercise of options is 19,086,147, representing a maximum additional dividend of €4,008,090.87. Further new shares created by the exercise of subscription options until the date of the annual General Meeting deciding on the allocation of profit related to the preceding year will receive the dividend distributed with respect to that year (see paragraphs 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE”). Systèmes (which is understood as the Company and all the companies included in the consolidation), will be allocated to “retained earnings”, in accordance with the provisions of Article L. 225‑210 of the French Commercial Code and the contractual provisions in force between SW Securities LLC and Dassault Systèmes SE. It is thus proposed that the General Meeting of May 24, 2023 resolve to distribute, in respect of fiscal year 2022, (i) a dividend of €0.21 per share making up the capital as at the date of the Meeting, corresponding ‑ based on the number of shares making up the share capital as at December 31, 2022 ‑ for an overall amount of €280,358,338.68 and (ii) if applicable, a maximum overall additional amount of €4,008,090.87 corresponding to the maximum number of new shares that may be created further to the exercise of share subscription options between January 1, 2023 and the date of the General Meeting (i.e. 19,086,147 shares). Shares will be traded ex‑dividend on May 29, 2023 and the dividend will be paid on May 31, 2023. On the date of payment, the amount of the dividend corresponding to (i) the treasury shares of Dassault Systèmes SE and (ii) the Dassault Systèmes shares held by SW Securities LLC, a company which is controlled by Dassault 328 In addition, prior to distribution of the dividend, the Board of Directors, or if so authorized, the Chief Executive Officer or the Deputy CEO & Chief Operating Officer, will determine the number of additional shares issued as a result of the exercise of share subscription options between January 1, 2023 and the date of this General Meeting, May 24, 2023. The amount required for payment of dividends for shares issued during this period will be taken from “retained earnings”. The amount thus distributed to individual shareholders resident in France for tax purposes will be, where applicable: — either subject tax of 30% (12.8% income tax and 17.2% social security contributions) (Article 117 quater of the French Tax Code); to a flat‑rate withholding — or, if an individual option is expressly and irrevocably exercised each year across the board for all income from securities, taken in determining shareholders’ total income subject to the progressive into account DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 rate of income tax for the year in which it is received (Article 200 A of the French Tax Code), after application of an uncapped deduction of 40% (Article 158‑3‑2 of the French Tax Code). Dividends taxed at the progressive rate of income tax are also subject to social security contributions at a rate of 17.2%. Pursuant to Article 243 bis of the French Tax Code, it is noted that dividends per share paid over the last three years have been as follows: 2021 2020 2019 Dividend (1) (in euros) Number of shares eligible for dividends (3) 0.14 (2) 1,314,896,795 1,313,041,750 1,303,406,600 0.11 (2) 0.17 (1) Dividend 100% eligible for the 40% deduction provided for in Article 158‑3‑2 of the French Tax Code. (2) After adjustment in order to reflect the five‑for‑one stock split of Dassault Systèmes’ shares in effect as of July 7, 2021. (3) The number of shares indicated do not take into account the nominal value of Dassault Systèmes shares being split by five, in effect as of July 7, 2021. In accordance with the provisions of Article 223 quater of the French Tax Code, we draw your attention to the aggregate amount of the expenses and charges referred to in Article 39.4 of the French Tax Code that are non‑deductible from taxable income, which amounted to€724,570 and resulted in corporate tax of €187,156. 7.1.2 Consolidated Financial Statements In addition to the 2022 annual financial statements, it is also proposed to approve Dassault Systèmes SE’s consolidated financial statements for the year ended December 31, 2022, prepared in accordance with IFRS as described in paragraph 4.1.1 “Consolidated Financial Statements” of this Universal registration document. 7.1.3 Related‑Party Agreements The in following agreements, which were approved accordance with Articles L. 225‑38 et seq. of the French Commercial Code, were continued during the year ended December 31, 2022. These are undertakings made by the Company in connection with its “Directors and Corporate Officers Liability Insurance Policy”: — to reimburse the cost of legal defense of directors in the event of their personal liability being sought and indemnify the directors for the financial implications of such liability and payment of the costs in relation with legal defense related thereto, to the extent they would not be covered by that insurance policy (approved by the Board of Directors’ meeting held on July 24, 1996); — to assume, under certain conditions, the cost of legal defense of Directors of Dassault Systèmes SE should they have to prepare their personal defense before a civil, criminal or administrative court in the United States in connection with an inquiry or investigation conducted against Dassault Systèmes SE (approved by the Board of Directors’ meeting held on September 23, 2003). These agreements were reviewed by the Board of Directors at its meeting on March 14, 2023, in accordance with the provisions of Article L. 225‑40‑1 of the French Commercial Code. The Auditors have prepared a special report pursuant to Articles L. 225‑40 and L. 225‑40‑1 of the French Commercial Code (Code de commerce), as set forth in paragraph 4.2.4 “Statutory Auditors’ Report on Related Party Agreements and Commitments”. The General Meeting has been requested to acknowledge this report which refers to no new agreements. 7 329 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 7 General Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7.1.4 Reappointment as Principal Statutory Auditors of PricewaterhouseCoopers Audit PricewaterhouseCoopers Audit (PwC Audit) was appointed as the principal Auditor on June 8, 2005, with its term of office expiring at the General Meeting of Shareholders to be held to approve the financial statements for the year ending December 31, 2022. As stated in the 2021 Universal registration document, to avoid renewing the entire panel of Statutory Auditors subject to mandatory rotation in 2028 and 2029, in 2021 Dassault Systèmes SE launched a public tender to replace one of the two Statutory Auditors from 2022 or 2023 (see paragraph 7.1.4 “Appointment as Principal Statutory Auditors of KPMG S.A.” in the Universal registration document 2021). On the recommendation of the Audit Committee, the Board of Directors thus proposed to replace Ernst & Young et Autres, whose term was due to expire in May 2022, by KPMG S.A. and to renew PwC Audit’s term in May 2023. In accordance with legal requirements, the Chief Executive Officer did not participate in the Board of Directors’ vote. It is thus proposed to renew PwC Audit’s term as Principal Statutory Auditor, for a period of six years, i.e. until the General Meeting of Shareholders to be held to approve the financial statements for the fiscal year ending December 31, 2028. The amount of fees received by PwC Audit is shown in Note 26 to the consolidated financial statements. 7.1.5 Compensation Elements Paid or Granted in 2022 to Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, and to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023 Pursuant to the provisions of Article L. 22‑10‑34, II of the French Commercial Code, it is proposed that the General Meeting approves the compensation elements paid in 2022 or granted with respect to 2022 to Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, and Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023. These compensation elements are summarized in the tables below (see also paragraph 5.1‑“The Board’s Corporate Governance Report”). The payment of the Chief Executive Officer’s variable compensation with respect to 2022 is subject to the General Meeting’s approval of his compensation elements for 2022. Since the Chairman of the Board does not receive any variable or extraordinary compensation, this condition does not apply to him. 330 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 7.1.5.1 Compensation Elements Paid or Granted in 2022 to Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023(1) Compensation granted with respect to 2022 Compensation elements Amount (in euros) Observations Fixed compensation (2) 1,020,000 64,750 N/A N/A N/A Annual variable compensation Deferred annual variable compensation Multi‑year variable compensation Compensation allocated to directors in respect of the directorship (3) Extraordinary compensation N/A N/A Share subscription options and/or performance share awards Indemnity upon start or termination of function Non‑compete indemnity Additional retirement plan Benefits in kind (4) N/A N/A 150 N/A Gross fixed compensation for 2022 decided by the meeting of the Board of Directors of March 15, 2022, on the recommendation of the Compensation and Nomination Committee. This compensation was paid in 2022. Mr. Charles Edelstenne receives no annual variable compensation. Mr. Charles Edelstenne receives no deferred annual variable compensation. Mr. Charles Edelstenne receives no multi‑year variable compensation. Gross compensation amount allocated for 2022. This compensation was paid at the beginning of 2023. Mr. Charles Edelstenne receives no extraordinary compensation. Mr. Charles Edelstenne does not hold any share subscription options and was not granted any performance shares. Mr. Charles Edelstenne receives no indemnity upon start or termination of function. Mr. Charles Edelstenne receives no non‑compete indemnity. No additional retirement plan was implemented by Dassault Systèmes SE. This benefit in kind is linked to a mandatory supplemental medical coverage. (1) All compensation paid by Dassault Systèmes SE to Mr. Charles Edelstenne is paid by Dassault Systèmes SE, a company incorporated under the laws of France. (2) See also paragraph 5.1.3.1 “Compensation of Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023”. In 2022, Groupe Industriel Marcel Dassault (GIMD) paid Mr. Charles Edelstenne gross compensation of €1,016,179 as Chairman of GIMD. (3) See also paragraph 5.1.3.4 “Directors’ Compensation” on the conditions for distributing the annual budget allocated to Directors of Dassault Systèmes SE. (4) In 2022, GIMD granted benefits in kind to Mr. Charles Edelstenne related to the use of a car for an estimated value of €10,326. As a reminder: Compensation granted with respect to 2021 and paid in 2022 Compensation elements Compensation allocated to directors in respect of their directorship Amount (in euros) 67,000 Observations Gross compensation amount allocated for 2021. This compensation was paid at the beginning of 2022. 7 331 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7.1.5.2 Compensation Elements Paid or Allocated in 2022 to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023 (1) Compensation granted with respect to 2022 Compensation elements Amount (in euros) Observations Fixed compensation (2) 1,445,000 Annual variable compensation (2) 1,590,000 N/A N/A Deferred annual variable compensation Multi‑year variable compensation Compensation allocated to directors in respect of the directorship (3) Extraordinary compensation N/A Granting of share subscription options and/ or performance share awards (5) (6) 44,750 Indemnity upon start or termination of function Non‑compete indemnity Additional retirement plan Benefits in kind Gross fixed compensation for 2022 decided by the meeting of the Board of Directors of March 15, 2022, on the recommendation of the Compensation and Nomination Committee. This compensation was paid in 2022. Variable gross compensation with respect to 2022 actually earned and decided by the Board of Directors of March 14, 2023, upon the proposal of the Compensation and Nomination Committee. The methods for determining this compensation (performance criteria and rate of achievement) are set out in Table 2 “Summary of the compensation of each Executive Officer” in paragraph 5.1.4. This compensation will be paid in 2023 subject to approval by the General Meeting of May 24, 2023 of the compensation elements for Mr. Bernard Charlès for 2022. Mr. Bernard Charlès receives no deferred annual variable compensation. Mr. Bernard Charlès receives no multi‑year annual variable compensation. Gross compensation amount allocated for 2022. This compensation was paid at the beginning of 2023. Mr. Bernard Charlès receives no extraordinary compensation. N/A 29,865,000(4) Mr. Bernard Charlès was granted 1,500,000 “2022‑B” shares by the Board of Directors’ meeting on May 19, 2022 (as part of the process of associating him with the Company’s capital). This number corresponds to the number of shares granted to Mr. Bernard Charlès in previous years (300,000), before the nominal value of the Dassault Systèmes shares was split by five on July 7, 2021. Mr. Bernard Charlès will receive, under certain conditions, an indemnity upon the termination of his functions, the amount of which will not exceed two years of compensation and will depend on the achievement of performance conditions for the payment of his variable compensation. In accordance with Article L. 225‑42‑1 of the French Commercial Code then in force, this commitment on the part of Dassault Systèmes SE was authorized by the Board of Directors on March 15, 2018 and approved by the General Meeting on May 22, 2018 (6th resolution) (6). Mr. Bernard Charlès receives no non‑compete indemnity. No additional retirement plan was implemented. These benefits in kind are linked to a mandatory supplemental medical coverage and use of a vehicle made available to Mr. Bernard Charlès by Dassault Systèmes SE. N/A N/A 17,587 (1) All compensation paid by the Company to Mr. Bernard Charlès is paid by Dassault Systèmes SE, a company incorporated under the laws of France. (2) See also paragraphs 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors & Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”. (3) See also paragraph 5.1.3.4 “Directors’ Compensation” on the conditions for distributing the annual budget allocated to directors of Dassault Systèmes SE. (4) Value based on the method chosen for the consolidated financial statements before the spreading of the expense and taking into account the performance criteria. (5) Such shares are granted to Mr. Bernard Charlès as part of the gradual process of associating him with the Company’s capital that began several years ago, with the aim of ultimately recognizing his entrepreneurial role for over 35 years with Dassault Systèmes SE and providing him with an equity stake comparable to that of founders of companies in the same sector, or more generally, of his peers in technology companies around the world. (6) See also paragraph 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors & Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer”. 332 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 As a reminder: Compensation granted with respect to 2021 and paid in 2022 Compensation elements Annual variable compensation Amount (in euros) 1,734,000 Compensation allocated to directors in respect of their directorship 47,000 Observations Variable gross compensation with respect to 2021 actually earned and decided by the Board of Directors of March 15, 2022, upon the proposal of the Compensation and Nomination Committee. This compensation was paid in 2022 following approval by the General Meeting of the compensation elements of Mr. Bernard Charlès. Gross compensation amount allocated for 2021. This compensation was paid at the beginning of 2022. 7.1.6 Information Contained in the Corporate Governance Report Relating to the Compensation of Corporate Officers (Mandataires Sociaux) (Article L. 22‑10‑9, I of the French Commercial Code) In accordance with the provisions of Article L. 22‑10‑34, I of the French Commercial Code, the following information is submitted for your approval: Information referred to in section I of Article L. 22‑10‑9 of the French Commercial Code. Total compensation and benefits of any kind paid or allocated in 2022 and the relative proportion of fixed and variable compensation Use of the option of requesting the repayment of variable compensation Undertakings made by the Company in connection with the termination or change of office or subsequent to the performance of such office and the estimated amount liable to be paid on that basis Any compensation paid or granted by a company within the scope of consolidation Equity ratios Annual change in compensation, the Company’s performance, average compensation on a full‑time equivalent basis of the Company’s employees (other than management) and equity ratios over the last five or more fiscal years Explanation of how the total compensation reflects the compensation policy adopted, including how it contributes to the long‑term performance of the Company, and how the performance criteria have been applied. Taking into account the vote of the last Ordinary General Meeting provided for in Article L. 22‑10‑34, I of the French Commercial Code Any deviation from the procedure for implementing the compensation policy and any derogation applied Application of the provisions of the second paragraph of Article L. 225‑45 of the French Commercial Code (irregular composition of the Board of Directors) See paragraphs 5.1.4 and 5.1.5 N/A See paragraph 5.1.3.2 N/A See paragraph 5.1.4 See paragraph 5.1.4 See paragraph 5.1.4 N/A N/A N/A 7 333 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7.1.7 Compensation Policy for Corporate Officers (Mandataires Sociaux) In accordance with the provisions of Articles L. 22‑10‑8, I and R. 22‑10‑14 of the French Commercial Code, the corporate governance report (see paragraph 5.1.3 “Compensation (Mandataires Sociaux)”) Policy for Corporate Officers describes the compensation policy for corporate officers set by the Board of Directors, submitted for your approval in accordance with Article L. 22‑10‑8, II of the French Commercial Code. 7.1.8 Appointment and Reappointment of Directors Ms. Catherine Dassault’s term of office as Director is due to expire at the General Meeting of May 24, 2023. It is proposed to re‑elect her for a four‑year term, i.e. until the General Meeting called to approve the financial statements for the year ending December 31, 2026. Ms. Catherine Dassault is a member of the Dassault family, the owners of Groupe Industriel Marcel Dassault, which holds 40.11% of Dassault Systèmes SE’s shares (i.e. 54.09% of exercisable voting rights) as at December 31, 2022. Ms. Catherine Dassault’s full biography can be found in paragraph 5.1.1.1 “Composition of the Board of Directors”. Geneviève Berger – Director Candidate Ms. Toshiko Mori’s term of office as Director is also due to expire at the General Meeting of May 24, 2023. After three terms of four years each, Ms. Mori can no longer be considered independent within the meaning of the AFEP‑ MEDEF Code. Based on the recommendation of the Compensation and Nomination Committee, the proposal is to appoint a new director, Ms. Geneviève Berger, to replace Ms. Toshiko Mori. The biography for the new director is set out below. At its meeting on March 14, 2023, upon the recommendation of the Compensation and Nomination Committee, the Board of Directors reviewed and ruled in favor of the independence of Ms. Geneviève Berger. Age: 68 Nationality: French Business address: Dassault Systèmes – 10, rue Marcel Dassault, 78140 Vélizy‑Villacoublay – France Main position: Director Biography Ms. Geneviève Berger is a Doctor of Medicine (MD) and has a PhD in human biology. In 1991 she founded, and ran until 2000, the mixed laboratory for parametric imaging at the French National Center for Scientific Research (CNRS) and Broussais Hôtel‑Dieu hospital. She was Director General of the CNRS from 2000 to 2003. She worked as a university professor and hospital doctor at La Pitié‑Salpêtrière hospital from 2003 to 2008 before joining Unilever, first as a director and then as an executive member in charge of research and development from 2008 to 2014. Ms. Geneviève Berger was Chief Research Officer for the Swiss company Firmenich from April 1, 2015 to December 2021. Term expires: General Meeting called to approve the financial statements for the year ending December 31, 2026 Since 2015, she has been an independent director and a member of the Environment and Society Committee at Air Liquide, having served as an independent director of AstraZeneca in charge of sustainable development matters and as a member of its Scientific Committee from 2012 to 2021. Number of Dassault Systèmes shares owned at December 31, 2022: 0 Since October 2022 she has also been a member of the Supervisory Board of Institut Curie. Other positions held during the past five years Director of AstraZeneca (until May 2021). The targets applicable to the Board’s composition can be found in paragraph 5.1.1.1 “Composition of the Board of Directors”. If the above proposals are approved, the Board of Directors would have 10 members, excluding directors representing employees, including 50% women and 50% independent directors. These proportions go beyond the legal requirements and recommendations of the AFEP‑ MEDEF Code (1). All of the Board’s committees would remain wholly composed of independent directors. Ms. Geneviève Berger would join the Scientific Committee, replacing Ms. Toshiko Mori, and would become the lead director on sustainable development issues on the Board of Directors. (1) 1 As a reminder, the proportion of female representation and independent directors does not include the directors representing employees, in accordance with Articles 10.3 of the AFEP‑MEDEF Code and Articles L. 225‑27‑1 and L. 22‑10‑7 of the French Commercial Code, respectively. 334 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 7.1.9 Authorization to Repurchase Shares of Dassault Systèmes The authorization to repurchase shares of the Company granted to the Board of Directors at the General Meeting of May 19, 2022 will expire at the General Meeting of May 24, 2023. Within the framework of this authorization, share buybacks were carried out in 2022 (these transactions are described in paragraph 6.2.4 “Share Buyback Programs”) and also in early 2023. They were carried out for the purposes of covering the Company’s obligations resulting from share allocations, canceling a portion of the shares bought back, and maintaining an active market and providing liquidity for Dassault Systèmes shares. An active market is maintained by an investment services provider operating under a liquidity agreement between Dassault Systèmes SE and Oddo BHF SCA. This agreement was amended in 2019 to comply with the new requirements of Decision No. 2018‑01 of July 2, 2018 of the French Financial Markets Authority (AMF), since replaced by AMF Decision No. 2021‑01 of June 22, 2021, and was tacitly renewed for the 2023 fiscal year. Share buybacks made between January 1 and the date of the General Meeting will be described in the Universal registration document for the year ending on December 31, 2023. It is proposed to reauthorize the Board of Directors to repurchase Dassault Systèmes’ shares, in accordance with Articles L. 22‑10‑62 et seq. of the French Commercial Code, within a limit of 25 million shares, i.e. approximately 1.87% of the share capital as of December 31, 2022, within the limits set by the applicable regulations. The maximum amount of funds dedicated to the repurchase of Dassault Systèmes shares may not exceed €1 billion. Should you approve this proposal, the authorization will be valid until the Annual General Meeting approving the financial statements for the year ending December 31, 2023. This authorization may be used for the following purposes: 1) to cancel shares for the purpose of increasing the profitability of shareholders’ equity and earnings per share, subject to approval by the Extraordinary General Meeting of the resolution permitting shares to be canceled; 2) to meet obligations related to stock option allocations or other allocations of shares to employees or corporate officers of Dassault Systèmes SE or of an affiliated company; 3) to provide shares upon exercise of rights attached to marketable securities giving access to the share capital of Dassault Systèmes SE; 4) to maintain an active market or provide liquidity for Dassault Systèmes shares through the intermediary of an investment services provider by means of a liquidity contract complying with the Financial Markets Authority (AMF)’s accepted market practice; 5) to implement any stock‑exchange market practice which may be accepted by law or by the Financial Markets Authority (AMF); 6) to deliver shares in the context of external growth transactions by Dassault Systèmes SE or an affiliated company, in particular through mergers, demergers, partial demergers or contributions in kind. The acquisition, sale, transfer or exchange of such shares may be completed at any time in accordance with the applicable legal provisions and regulations except during a public offering period. The share buyback program is described in this Universal registration document in paragraph 6.2.4 “Share Buyback Programs”, where all relevant information is presented. In light of the possible cancellation of the repurchased shares, we propose that you also authorize the Board of Directors to cancel, as the case may be, for the same period, all or a portion of the shares which it has repurchased and to reduce in a corresponding amount the share capital, within a limit of 5% of its amount per 24‑month period. 7.1.10 Delegations of Authority and Powers to Increase the Share Capital The delegations of authority and powers to increase the share capital granted to the Board of Directors by the General Meeting of May 26, 2021 are due to expire in July 2023. It is therefore proposed to the General Meeting to reauthorize the Board of Directors to increase the share capital for a period of 26 months, in order to enable the Board of Directors, at any time, to select among a wide range of marketable securities giving access to the share capital or debt securities of the Company, with or without preferential subscription rights for shareholders, through a public offering, the most appropriate financing for the Group’s development, taking into account the market conditions at the time of the contemplated transaction. It is also proposed to renew the delegation of authority granted to the Board of Directors to increase the share capital by incorporation of reserves, profits or premiums, as well as the delegation of powers to increase the share capital to remunerate contributions in kind of shares. The resolutions submitted for this purpose will replace those adopted by the General Shareholders’ Meeting of May 26, 2021, which the Board of Directors has not used as at the 7 335 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 date of preparation of this Universal registration document (see paragraph 5.1.7.2 “Table Summarizing the Current Delegations Granted by the General Meeting of Shareholders in Respect of Capital Increases”). Should you approve these resolutions, the Board of Directors will have the opportunity to: — carry out capital increases with or without preferential subscription rights for shareholders (in particular by using the option offered by law to launch a public offering only for portfolio managers or qualified investors) up to a maximum nominal amount of €12 million and, for debt securities giving access to the share capital, up to a maximum nominal amount of €1 billion; — carry out capital increases by incorporation of reserves, profits or premiums up to a maximum nominal amount of €12 million; — increase the share capital to remunerate contributions in kind of shares up to a limit of 10% of the share capital and the same maximum nominal amount of €12 million. The Board of Directors would not be able to use these delegations in case of a tender offer on the Company’s shares. The overall cap of €12 million will count toward the overall nominal amount for capital increases that may be carried out and provided for in (i) the 14th to 21st resolutions submitted to the General Meeting on May 24, 2023 and (ii) the 19th and 20th resolutions approved by the General Meeting of May 19, 2022 (delegations for mergers, demergers and partial demergers, see paragraph 7.1.12 of the Universal registration document 2021). 7.1.11 Financial Authorizations for Issuances Reserved for Employees and Corporate Officers (Mandataires Sociaux) The compensation policy implemented by Dassault Systèmes SE must serve the ability to attract, to motivate and to retain key employees and executives with the diversity of talents and the high level of skills required for the Company’s various activities, the competition in the labor market for such employees being intense. The members of the Executive team and key employees of Dassault Systèmes SE may be granted long‑term incentives notably through allocations of performance shares or options to subscribe to Dassault Systèmes SE shares. Dassault Systèmes SE’s employees also had the opportunity in 2022 to subscribe to an employee shareholding offer (see paragraph 5.1.5. “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE”). A new offer for employees, as decided by the Board of Directors at the end of 2022, is currently in progress. Performance shares It is proposed to renew the authorization to grant free shares to employees or executive officers of Dassault Systèmes SE, granted to the Board of Directors by the General Meeting of May 26, 2021 and which will expire in 2023. This new authorization would cancel, as from May 24, 2023 and for the yet unused portion, the authorization granted to the Board of Directors by the General Meeting of May 26, 2021 (20th resolution). This authorization would be granted for a period of two years. The total number of free shares granted under this authorization may not exceed 1.5% of the Company’s share capital, at the date of the allocation by the Board of Directors. 336 In accordance with AFEP‑MEDEF’s Corporate Governance Code for listed companies, and the recommendation from the Compensation and Nomination Committee, it is proposed that the number of shares that may be allocated to executive officers (dirigeants mandataires sociaux) within the meaning of this Code be limited to 35% of the so authorized overall amount. share allocations, including performance All shares allocations to the Chief Executive Officer as part of the process of associating him with the Company’s capital and the allocation to the Deputy CEO & Chief Operating Officer, would be subject to a continued employment condition, so that no share may be vested if the continued employment condition is not met, and to a strict performance condition, assessed over a minimum period of three years. The performance condition would be based on two criteria: — a growth rate in the Company’s net earnings per share, defined by the Board of Directors, consistent with the growth rate included in the multi‑annual objectives published by the Company; and — a multi‑criteria ESG indicator. For some beneficiaries (excluding executive officers), the performance condition could, if appropriate, alternatively or cumulatively be based on a target specific to their brand. The Board of Directors will set the minimum level(s) of achievement (usually set at 80%) below which no shares may be acquired by the beneficiaries. No performance shares may be acquired by the beneficiaries below this (these) minimum achievement level(s). Information relating to the use by the Board of Directors of the authorization granted by the General Meeting of May 26, 2021 can be found in paragraph 5.1.5 “Interests of Executive DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 Management and Employees in the Share Capital of Dassault Systèmes SE”. Share subscription or purchase options It is proposed to renew the authorization to grant options to subscribe or to purchase shares, granted to the Board of Directors by the General Meeting of May 26, 2020 and which will expire in 2023. This new authorization would cancel, as from May 24, 2023 and for the yet unused portion, the authorization granted to the Board of Directors by the General Meeting of May 26, 2020 (15th resolution). This authorization would be granted for a period of two years. The maximum number of stock options that may be granted by the Board of Directors and not yet exercised may not give the right to subscribe or purchase a number of shares exceeding 3% of the share capital. No options may be granted to executive officers within the meaning of the AFEP‑MEDEF corporate governance code for listed companies. No options have currently been granted to members of the executive team. All allocations of options would be subject to one continued employment condition (no option may be exercised if the continued employment condition is not met), and to a strict performance condition. The performance condition would be based on two criteria: — a growth rate in the Company’s net earnings per share, defined by the Board of Directors, consistent with the growth rate included in the multi‑annual objectives published by the Company; and — a multi‑criteria ESG indicator. For some beneficiaries, the performance condition could, if appropriate, alternatively or cumulatively be based on a target specific to their brand. The performance condition would be assessed over a minimum period of three years, with tranches exercisable each year. The Board of Directors will set the minimum level(s) of achievement (usually set at 80%) below which no options may be exercised by the beneficiaries. No options may be exercised by the beneficiaries below this (these) minimum achievement level(s). The subscription price for the new shares or the purchase price of existing shares by exercising the options would be determined by the Board of Directors on the day on which the Options are granted. No discount would be applied compared to the share’s closing price on the Euronext Paris market on the trading day preceding the day of the allocation. Information relating to the use by the Board of Directors of the authorizations granted by the General Meeting of May 26, 2020 can be found in paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE”. Capital increase reserved for employees To enable the implementation of employee shareholding operations, it is proposed to authorize the Board of Directors to increase the share capital reserved for members of a corporate savings plan. To facilitate the structuring of this offer in certain countries outside of France, it is also proposed to authorize the Board of Directors to increase the share capital for the benefit of a category of beneficiaries. The maximum nominal global amount of the capital increases that may be carried out under these authorizations would be €1 million through the issuing of new shares or securities giving access to share capital. At the end of 2022, the Board of Directors of Dassault Systèmes SE resolved to set up a new offer for employees under the authorizations granted by the General Meeting of May 19, 2022. The offer was announced on March 15, 2023. Its implementation is scheduled for June 15, 2023. This offer will be open to around 99% of Dassault Systèmes employees worldwide. It will result in a capital increase reserved for employees involving a maximum of 7 million Dassault Systèmes shares. Shares will be subscribed either in registered form or via the intermediary of an employee mutual fund (fonds commun de placement d’entreprise, FCPE). For more information on this new international employee shareholding offer, please refer to the press release of March 15, 2023 published on the Company’s website. The two new delegations of authority will therefore not replace those granted by the General Meeting of May 19, 2022 until September 1, 2023, once the new employee shareholding offer has been completed on the basis of the 17th and 18th resolutions of the General Meeting of May 19, 2022. Information relating to the use by the Board of Directors of the authorizations granted by the General Meeting of May 19, 2022 can be found in paragraph 5.1.5 “Interests of Executive Management and Employees in the Share Capital of Dassault Systèmes SE”. 7 337 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7.2 Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 Ordinary General Meeting 1st resolution Approval of the parent company annual financial statements 2nd resolution Approval of the consolidated financial statements The General Meeting, after the reading of the management report of the Board of Directors and the report of the Statutory Auditors, in addition to the explanations made orally, hereby approves the management report of the Board of Directors and the parent company annual financial statements for the year ended December 31, 2022, as they have been presented. approves consequently The General Meeting any in these financial statements or transactions disclosed summarized in these reports and, in particular, in accordance with the provisions of Article 223 quater of the French Tax Code, the aggregate amount of the expenses and charges referred to in Article 39.4 of the said Code that are non‑deductible from taxable income, totaling €724,570 and resulting in corporate tax of €187,156. The General Meeting, after the reading of the report of the Board of Directors with respect to management of Dassault Systèmes included in the management report and the report by the Statutory Auditors related to the consolidated financial statements, in addition to the explanations made orally, hereby approves in all respects the management report of the Board of Directors and the consolidated financial statements for the year ended December 31, 2022, as they have been presented. The General Meeting any transactions disclosed by such consolidated financial statements or summarized in such reports. consequently approves 3rd resolution Allocation of profit The General Meeting, upon the proposal of the Board of Directors, hereby resolves to allocate the profit of the year amounting to €781,856,261.68 (1) as follows: – to the legal reserve – to a special reserve account (2) – for distribution to the 1,335,039,708 shares forming the share capital as of 12/31/2022 of a dividend of (€0.21 x 1,335,039,708)(3) – to retained earnings which, increased by the retained earnings from previous years of €2,945,604,044.79, brings the amount of retained earnings to €23,230.55 €0 €280,358,338.68 €501,474,692.45 €3,447,078,737.24 (1) This profit, increased by the retained earnings from previous years of €2,945,604,044.79 and after allocation to the legal reserve, results in a distributable profit of €3,727,437,075.92. In compliance with Article 238 bis AB, paragraph 5 of the French General Tax Code. (2) (3) The aggregate amount of the dividend will be adjusted according to the change in the number of shares between January 1, 2023 and the date of this General Meeting as a result of the exercise of share subscription options, it being specified that the maximum number of shares that may derive from the exercise of options is 19,086,147, representing a maximum additional dividend of €4,008,090.87. Shares will be traded ex‑dividend on May 29, 2023 and the dividend will be paid on May 31, 2023. On the date of payment, the amount of the dividend (i) the treasury shares of Dassault corresponding to Systèmes SE and (ii) the Dassault Systèmes’ shares held by SW Securities LLC, a company which is controlled by the Dassault Systèmes SE Group, will be allocated to “retained earnings”, in accordance with the provisions of Article L. 225‑ 210 of the French Commercial Code and the contractual provisions in force between SW Securities LLC and Dassault Systèmes SE. In addition, prior to distribution of the dividend, the Board of Directors, or if so authorized, the Chief Executive Officer will determine the number of additional shares issued as a result of the exercise of share subscription options between January 1, 2023 and the date of this General Meeting. The 338 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 amount required for payment of dividends for shares issued during this period will be taken from “retained earnings”. The amount thus distributed to individual shareholders resident in France for tax purposes will be, where applicable: — either subject tax of 30% (12.8% income tax and 17.2% social security contributions) (Article 117 quater of the French Tax Code); to a flat‑rate withholding into account — or, if an individual option is expressly and irrevocably exercised each year across the board for all income from securities, taken in determining shareholders’ total income subject to the progressive rate of income tax for the year in which it is received (Article 200 A of the French Tax Code), after application of an uncapped deduction of 40% (Article 158‑3‑2 of the French Tax Code). Dividends taxed at the progressive rate of income tax are also subject to social security contributions at a rate of 17.2%. Pursuant to Article 243 bis of the French Tax Code, it is noted that dividends per share paid over the last three years have been as follows: 2021 2020 2019 Dividend (1) (in euros) Number of shares eligible for dividends (3) 0.14 (2) 1,314,896,795 1,313,041,750 1,303,406,600 0.11 (2) 0.17 (1) Dividend 100% eligible for the 40% deduction provided for in Article 158‑3‑2 of the French Tax Code. (2) After adjustment in order to reflect the five‑for‑one stock split of Dassault Systèmes’ shares in effect as of July 7, 2021. (3) The number of shares indicated do not take into account the nominal value of Dassault Systèmes shares being split by five, in effect as of July 7, 2021. 4th resolution Related‑party agreements of Chapter 5 “Corporate Governance” of the Universal registration document for 2022. The General Meeting, having reviewed the special report of the Statutory Auditors on the agreements governed by Articles L. 225‑38 et seq. of the French Commercial Code, acknowledges the report, which does not include any new agreements. 7th resolution Compensation elements paid or granted in 2022 to Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023 5th resolution Reappointment of the Principal Statutory Auditor The General Meeting, having reviewed the report of the Board of Directors, decides to reappoint the company PricewaterhouseCoopers Audit, with its registered office located at 63 Rue de Villiers – 92200 Neuilly‑sur‑Seine, France, as Principal Statutory Auditor for a period of six fiscal years, i.e., until the General Meeting of Shareholders approving the financial statements for the fiscal year ending on December 31, 2028. The company PricewaterhouseCoopers Audit has already indicated that it accepts the renewal of its term. 6th resolution Compensation policy for corporate officers (mandataires sociaux) The General Meeting, having reviewed the report drawn up in accordance with Articles L. 225‑37 and L. 22‑10‑8 of the French Commercial Code, approves the compensation policy for corporate officers (mandataires sociaux) set by the Board of Directors and contained in paragraph 5.1.3 “Compensation (mandataires sociaux)” Policy for Corporate Officers The General Meeting, having reviewed the report drawn up in accordance with Articles L. 225‑37 and L. 22‑10‑9 of the French Commercial Code, approves the compensation elements paid in 2022 or granted with respect to 2022 to Mr. Charles Edelstenne, Chairman of the Board of Directors until January 8, 2023, as indicated in paragraph 5.1.4 “Summary of the Compensation and Benefits due to Corporate Officers (Mandataires Sociaux)” of Chapter 5 “Corporate Governance” of the Universal registration document for 2022. 8th resolution Compensation elements paid or granted in 2022 to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023 The General Meeting, having reviewed the report drawn up in accordance with Articles L. 225‑37 and L. 22‑10‑9 of the French Commercial Code, approves the compensation elements paid in 2022 or granted with respect to 2022 to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer until January 8, 2023, as indicated in paragraph 5.1.4 “Summary of the Compensation and Benefits due to Corporate Officers (Mandataires Sociaux)” of Chapter 5 “Corporate Governance” of the Universal registration document for 2022. 7 339 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 7 General Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 9th resolution Approval of the information contained in the corporate governance report and relating to the compensation of corporate officers (mandataires sociaux) (Article L. 22‑10‑9 of the French Commercial Code) The General Meeting, having reviewed the report drawn up in accordance with Articles L. 225‑37 and L. 22‑10‑9 of the French Commercial Code, approves the information of the corporate governance report on the compensation of corporate officers (mandataires sociaux) mentioned in Article L. 22‑10‑9, I of the French Commercial Code and contained in paragraphs 5.1.4 “Summary of the Compensation and Benefits due to Corporate Officers (Mandataires Sociaux)” and 5.1.3.2 “Compensation of Mr. Bernard Charlès, Vice chairman of the Board of Directors & Chief Executive Officer until January 8, 2023, then Chairman & Chief Executive Officer” of Chapter 5 “Corporate Governance” of the Universal registration document for 2022. 10th resolution Reappointment of Ms. Catherine Dassault The General Meeting notes that Ms. Catherine Dassault’s term of office as a director expires at this General Meeting and reappoints her for a four‑year period. This term of office will expire at the General Meeting approving the financial statements for the year ending December 31, 2026. 11th resolution Appointment of a new director The General Meeting decides to appoint Ms. Geneviève Berger as a Company director for a period of four years. This term of office will expire at the General Meeting approving the financial statements for the year ending December 31, 2026. 12th resolution Authorization to repurchase Dassault Systèmes’ shares The General Meeting, having reviewed the report of the Board of Directors, authorizes the Board of Directors to purchase a maximum of 25 million Dassault Systèmes shares, in accordance with the terms and conditions stipulated in Articles L. 22‑10‑62 et seq. of the French Commercial Code, Articles 241‑1 et seq. of the French Financial Markets Authority (EU) no. 596/2014 of April 16, 2014 on market abuse (“MAR Regulation”), and Commission Delegated Regulation (EU) no. 2016/1052 of March 8, 2016 supplementing the MAR Regulation. (AMF) General Regulation, Regulation This authorization may be used by the Board of Directors for the following purposes: 1) to cancel shares for the purpose of increasing the profitability of shareholders’ equity and earnings per share, subject to adoption by the Extraordinary General Meeting of the resolution permitting shares to be canceled; 2) to meet obligations related to stock option allocations or other allocations of shares to employees or corporate officers (mandataires sociaux) of Dassault Systèmes SE or of an affiliated company; 3) to provide shares upon exercise of rights attached to marketable securities giving access to the share capital of Dassault Systèmes SE; 4) to maintain an active market or provide liquidity for Dassault Systèmes shares through the intermediary of an investment services provider by means of a liquidity contract complying with the Financial Markets Authority (AMF)’s accepted market practice; 5) to implement any stock‑exchange market practice which may be accepted by law or by the Financial Markets Authority (AMF); 6) to deliver shares in the context of external growth transactions by Dassault Systèmes SE or an affiliated company, in particular through mergers, demergers, partial demergers or contributions in kind. The acquisition, sale, transfer or exchange of such shares may be realized by any means allowed on the market (whether or not the market is regulated), multilateral trade facilities (MTF) or through a systematic internalizer or over‑the counter, in particular acquisitions of blocks. The acquisition, sale, transfer or exchange of such shares may be completed at any time in accordance with the applicable legal provisions and regulations except during a public offering period. The maximum amount of funds dedicated to the repurchase of Company shares may not exceed €1 billion, this condition being cumulative with the cap of 25 million Dassault Systèmes shares. This authorization can be used by the Board of Directors for all the treasury shares held by Dassault Systèmes. This authorization will be valid commencing on the date of this General Meeting until the Annual Ordinary General Meeting approving the financial statements for the year ending December 31, 2023. The General Meeting hereby grants any and all powers to the Board of Directors with option of delegation when legally authorized, to place any stock orders or orders outside the market, enter into any agreements, prepare any documents including information documents, determine terms and conditions of Company transactions on the market, as well as terms and conditions for purchase and sale of shares, file any declarations, including those required by the Financial Markets Authority (AMF), accomplish any formalities, and more generally, carry out any necessary measures to complete such transactions. The General Meeting also grants any and all powers to the Board of Directors, in case that the Law or the Financial Markets Authority (AMF) appears to extend or to complete the authorized objectives concerning the share buyback program, in order to inform the public, pursuant to applicable 340 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 regulations and laws, about the potential changes of the program concerning the modified objectives. the Company shall keep registers which record purchases and sales of shares pursuant to this program. In accordance with the provisions of Articles L. 225‑211 and R. 225‑160 of the French Commercial Code, the Company or the intermediary in charge of securities administration for This authorization replaces and supersedes the previous share buyback program authorized by the Combined General Meeting of Shareholders of May 19, 2022, in its 14th resolution. Extraordinary General Meeting 13th resolution Authorization granted to the Board of Directors to reduce the share capital by cancellation of previously repurchased shares in the framework of the share buyback program The General Meeting, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, hereby authorizes the Board of Directors, pursuant to the provisions of Article L. 22‑10‑62 of the French Commercial Code, to: — reduce the share capital by canceling, in one or more transactions, some or all of the shares repurchased by the Company under its share buyback program, subject to a limit of 5% of the share capital in each 24‑month period; — deduct the difference between the repurchase value of the canceled shares and their nominal value from available premiums and reserves. The General Meeting hereby gives, more generally, any and all powers to the Board of Directors to set the terms and conditions of such share capital reduction(s), record the completion of the share capital reduction(s) made pursuant to the cancellation transactions authorized by this resolution, amend the by‑laws of the Company as may be necessary, file any declaration with the Financial Markets Authority (AMF) or other institutions, accomplish any formalities and more generally take any necessary measures for the purposes of completing this transaction. This authorization is granted to the Board of Directors for a period expiring at the end of the General Meeting called to approve the financial statements for the year ending December 31, 2023. 14th resolution Delegation of authority granted to the Board of Directors to increase the share capital by issuing shares or equity securities giving access to other equity securities of the Company or giving entitlement to the allocation of debt securities and to issue marketable securities giving access to the Company’s equity securities to be issued, with preferential subscription rights for shareholders The General Meeting, after review of the report of the Board of Directors and the special report of the Statutory Auditors: 1) delegates to the Board of Directors, pursuant to the provisions of Articles L. 225‑129 to L. 225‑129‑6, L. 22‑10‑49, L. 22‑10‑51, L. 228‑91 and L. 228‑92 of the French Commercial Code, its authority to issue, on one or several occasions, at the time or times and in the proportions it shall deem fit, both in France or abroad, ordinary shares and/or equity securities giving access to other equity securities or giving entitlement to the allocation of debt securities and/or any other marketable securities giving access to equity securities of the Company to be issued, it being specified that the Board of Directors may delegate to the Chief Executive Officer, or in agreement with the latter, to one or more Deputy CEOs, under the conditions permitted by law, all the powers necessary to decide on a capital increase; 2) resolves that any issue of preference shares and securities giving access to preference shares is excluded; 3) resolves that the maximum nominal amount of the capital increases that may be performed immediately or in the future under the present authorization cannot exceed €12 million, it being specified that this overall cap is fixed not taking into account the nominal amount of the shares to be issued to preserve the rights of holders of marketable securities or other rights giving access to the Company’s share capital, in accordance with the applicable legal and regulatory provisions and, where applicable, the contractual provisions allowing other adjustments; 4) also resolves that the nominal amount of the marketable securities representing the Company’s debt securities, which may be issued pursuant to this delegation, may not exceed €1 billion or the equivalent value of this amount in foreign currency or in accounting units calculated by reference to several currencies; 5) resolves that shareholders may exercise, under the conditions provided for by law, their preferential subscription rights to shares, equity securities and other securities issued under this resolution; 6) resolves that if the subscriptions on an irrevocable basis (à titre irréductible) and, where applicable, on a revokable basis (à titre réductible), have not absorbed the entire issue of shares, equity securities or other marketable securities, the Board of Directors may offer to the public all or part of the unsubscribed securities; 7) notes that this delegation will act automatically as a waiver by shareholders, to the benefit of the holders of 7 341 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 marketable securities giving access to the Company’s capital that may be issued, of their preferential subscription rights to equity securities to which these marketable securities may create a right; 8) resolves that the amount due the Company immediately or in the future for each of the shares issued under this delegation must be at least equal to the par value of the shares on the issuance date; to 9) resolves that the Board of Directors may, if it sees fit, charge any expenses to the share premium(s), in particular expenses, duties and fees involved in the completion of these issuances, and if necessary, deduct from the amount, the sums required to increase the legal reserve to one‑tenth of the new share capital after each issuance; 10) resolves that the Board of Directors may not, unless approved by the General Meeting, use this authorization as from the submission of a tender offer on the Company’s shares by a third party and until the end of the tender offer period; 11) resolves that this delegation cancels the delegation of the same nature granted by the Combined General Shareholders’ Meeting of May 26, 2021 its 14th resolution. in The authorization thus granted to the Board of Directors is valid for twenty‑six months from the date of this General Meeting. 15th resolution Delegation of authority granted to the Board of Directors to increase the share capital by issuing shares or equity securities giving access to other equity securities of the Company or giving entitlement to the allocation of debt securities and to issue securities giving access to equity securities to be issued, without preferential subscription rights for shareholders and by way of a public offering other than those referred to in Article L. 411‑2 1° of the French Monetary and Financial Code The General Meeting, after review of the report of the Board of Directors and the special report of the Statutory Auditors: 1) delegates to the Board of Directors, pursuant to the provisions of Articles L. 225‑129 to L. 225‑129‑6, L. 225‑135, L. 225‑136, L. 22‑10‑49, L. 22‑10‑51, L. 22‑10‑52, L. 22‑10‑54 and L. 228‑91 to L. 228‑94 of the French Commercial Code, its authority to decide, through a public offering other than those referred to in paragraph 1 of Article L. 411‑2 of the French Monetary and Financial Code or, where applicable, subject to the approval of a specific resolution for this purpose by the General Meeting, through a public offering referred to in paragraph 1 of Article L. 411‑2 of the French Monetary and Financial Code, on one or several occasions, at the time or times and in the proportions it shall deem fit, both in France and abroad: a) the issuance of shares and/or equity securities giving access to other equity securities or giving entitlement 342 to the allocation of debt securities of the Company and/or any other marketable securities giving access to equity securities of the Company to be issued, b) the issuance of shares and/or equity securities giving access to other equity securities or giving entitlement to the allocation of debt securities of the Company and/or any other marketable securities giving access to equity securities of the Company to be issued, following the issuance by companies in which the Company directly or indirectly holds more than half of the share capital, of any equity securities or marketable securities giving access to equity securities of the Company to be issued, c) the issuance of shares and/or equity securities and/ or marketable securities giving access to equity securities to be issued from a company in which it directly or indirectly holds more than half of the share capital, d) the issuance of marketable securities giving access to existing equity securities or giving entitlement to the allocation of debt securities of another company in which the Company does not directly or indirectly own more than half of the share capital. The Board of Directors can delegate to the Chief Executive Officer, or in agreement with the latter, to one or several Deputy CEOs, in accordance with the applicable law, all the powers required to decide upon capital increases. This decision will act automatically as a waiver by Company shareholders, to the benefit of the holders of securities that may be issued by subsidiaries, of their preferential subscription rights to equity securities to which these securities may create a right; 2) resolves that the maximum nominal amount of the capital increases that may be performed immediately or in the future under the present authorization cannot exceed €12 million, it being specified that this cap is fixed not taking into account the nominal amount of the shares to be issued to preserve the rights of holders of marketable securities or other rights giving access to the Company’s share capital, in accordance with the applicable legal and regulatory provisions and, where applicable, the contractual provisions allowing other adjustments; 3) resolves that the maximum nominal amount that may be issued under this resolution will count toward the overall nominal amount for capital increases of €12 million set in the 14th resolution of this General Meeting; 4) resolves that any issue of preference shares and marketable securities giving access to preference shares is excluded; 5) resolves that this capital increase may result from the exercise of an allocation right resulting from any marketable securities issued by any company in which the Company holds, directly or indirectly, more than half of the share capital and with the agreement of the latter; DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 6) also resolves that the nominal amount of the marketable debt securities that may be issued under this delegation may not exceed €1 billion or the equivalent value of this amount in foreign currency or in accounting units calculated by reference to several currencies, and will be deducted from the €1 billion cap set under the 14th resolution of this Meeting; 7) resolves to cancel shareholders’ preferential subscription rights to shares, equity securities and other marketable securities to be issued, it being understood that the Board of Directors may grant shareholders a priority subscription period for all or part of the issue, during the period and under the conditions that it will set, in accordance with the provisions of Article L. 22‑10‑51 of the French Commercial Code, this subscription period does not give rise to the creation of negotiable rights; 8) notes that this delegation will act automatically as a waiver by shareholders, to the benefit of the holders of marketable securities giving access to the Company’s capital that may be issued, of their preferential subscription rights to equity securities to which these marketable securities may create a right; 9) resolves to that the amount due the Company immediately or in future for each of the shares issued or to be issued under this delegation will be at least equal to the minimum value set by the regulations applicable at the time this delegation is used, i.e. currently the weighted average of the Company’s share price on the regulated market of Euronext Paris in the last three trading days preceding the start of the public offering, within the meaning of Regulation (EU) 2017/1129 of June 14, 2017, less, as the case may be, a maximum discount of 10% and after correction, if applicable, to take into account the different vesting dates; 10) resolves that the Board of Directors may use this delegation, in part or in full, to remunerate securities contributed to a public exchange offer initiated by the Company, within the limits and under the conditions provided for by Article L. 22‑10‑54 of the French Commercial Code; 11) resolves that the Board of Directors may, if it sees fit, charge any expenses to the share premium(s), in particular expenses, duties and fees involved in the completion of these issuances, and if necessary, deduct from the amount, the sums required to increase the legal reserve to one‑tenth of the new share capital after each issuance; 12) resolves that the Board of Directors may not, unless approved by the General Meeting, use this authorization as from the submission of a tender offer on the Company’s shares by a third party and until the end of the tender offer period; 13) resolves that this delegation cancels the delegation of the same nature granted by the Combined General Shareholders’ Meeting of May 26, 2021 its 15th resolution. in The authorization thus granted to the Board of Directors is valid for twenty‑six months from the date of this General Meeting. 16th resolution Delegation of authority granted to the Board of Directors to increase the share capital by issuing shares or equity securities giving access to other equity securities or giving entitlement to the allocation of debt securities and to issue marketable securities giving access to equity securities to be issued, without preferential subscription rights for shareholders, under a public offering referred to in Article L. 411‑2‑1 of the French Monetary and Financial Code The General Meeting, after review of the report of the Board of Directors and the special report of the Statutory Auditors: 1) delegates to the Board of Directors, pursuant to the provisions of Articles L. 225‑136 and L. 22‑10‑52 of the French Commercial Code, its authority to decide, within the framework and under the conditions set by the fifteenth resolution of this General Meeting, on the issuance of equity securities or debt securities, through a public offering referred to in paragraph 1 of Article L. 411‑2 of the French Monetary and Financial Code; 2) resolves that the maximum nominal amount of capital increases that may be carried out, immediately and/ or in the future under this delegation, will count toward the overall nominal amount for capital increases of €12 million set in the 14th resolution of this General Meeting; 3) resolves that the Board of Directors may not, unless approved by the General Meeting, use this authorization as from the submission of a tender offer on the Company’s securities by a third party and until the end of the tender offer period; 4) resolves that this delegation cancels the delegation of the same nature granted by the Combined General Shareholders’ Meeting of May 26, 2021 its 16th resolution. in The authorization thus granted to the Board of Directors is valid for twenty‑six months from the date of this General Meeting. 17th resolution Delegation of authority granted to the Board of Directors to increase the number of securities to be issued in the event of a share capital increase with or without preferential subscription rights The General Meeting, after review of the report of the Board of Directors: 1) delegates to the Board of Directors, pursuant to the provisions of Article L. 225‑135‑1 of the French Commercial Code, its authority to increase the number of securities to be issued for each issuance with or without preferential subscription rights decided pursuant to the 14th, 15th and 16th resolutions of this Meeting, within 7 343 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 thirty days following the end of the subscription, up to a limit of 15% of the initial issuance and at the same price as that used for the initial issuance; 2) resolves that the maximum nominal amount that may be issued under this delegation will count toward the overall nominal amount for capital increases of €12 million set in the 14th resolution of this General Meeting; 3) resolves that the Board of Directors may, if it sees fit, charge any expenses to the share premium(s), in particular expenses, duties and fees involved in the completion of these issuances, and if necessary, deduct from the amount, the sums required to increase the legal reserve to one‑tenth of the new share capital after each issuance; 4) resolves that the Board of Directors may not, unless approved by the General Meeting, use this authorization as from the submission of a tender offer on the Company’s shares by a third party and until the end of the tender offer period; 5) resolves that this delegation cancels the delegation of the same nature granted by the Combined General its Shareholders’ Meeting of May 26, 2021 17th resolution. in The authorization thus granted to the Board of Directors is valid for twenty‑six months from the date of this General Meeting. 18th resolution Delegation of authority granted to the Board of Directors to increase the share capital by incorporation of reserves, profits or premiums The General Meeting, after review of the report of the Board of Directors and the special report of the Statutory Auditors: 1) pursuant to Articles L. 225‑130 and L. 22‑10‑50 of the French Commercial Code, delegates to the Board of Directors its authority to increase the share capital, on one or more occasions, at the time or times and in the proportions it shall deem fit, by incorporation of reserves, profits or premiums, or any other amounts whose incorporation is permitted, or by combining such a capital increase with a capital increase in cash carried out under the 14th, 15th, 16th and 17th resolutions of this General Meeting, through the issuance and the grant of free shares or by increasing the par value of existing shares, or ultimately combining both transactions, it being specified that the Board of Directors may delegate to the Chief Executive Officer, or in agreement with the latter, to one or more Deputy CEOs, under the conditions permitted by law, all the powers necessary to decide on a capital increase; 2) resolves that the maximum nominal amount of the capital increases that may be performed under the present authorization cannot exceed €12 million, it being specified that this overall cap is fixed not taking into account the nominal amount of the shares to be issued to preserve the rights of holders of marketable securities or other rights giving access to the Company’s share capital, in accordance with the applicable legal and regulatory provisions and, where applicable, the contractual provisions allowing other adjustments; 3) resolves that this maximum nominal amount will count toward the overall nominal amount for capital increases that may be carried out under the 14th resolution of this General Meeting; 4) resolves that rights forming odd lots shall not be negotiable and that the corresponding shares shall be sold. The amounts resulting from the sale will be allocated to the holders of such rights no later than 30 days after the date of registration of the number of whole shares granted to their account; 5) resolves that the Board of Directors may, if it sees fit, charge any expenses to the share premium(s), in particular expenses, duties and fees involved in the completion of these issuances, and if necessary, deduct from the amount, the sums required to increase the legal reserve to one‑tenth of the new share capital after each issuance; 6) resolves that the Board of Directors may not, unless approved by the General Meeting, use this authorization as from the submission of a tender offer on the Company’s shares by a third party and until the end of the tender offer period; 7) resolves that this delegation cancels the delegation of the same nature granted by the Combined General Shareholders’ Meeting of May 26, 2021 its 18th resolution. in The authorization thus granted to the Board of Directors is valid for twenty‑six months from the date of this General Meeting. 19th resolution Delegation of powers granted to the Board of Directors to increase the share capital by issuing shares or equity securities giving access to other equity securities or giving entitlement to the allocation of debt securities as well as to marketable securities giving access to equity securities to be issued, up to a maximum of 10%, to remunerate contributions in kind of shares The General Meeting, after review of the report of the Board of Directors and the special report of the Statutory Auditors: 1) delegates to the Board of Directors, pursuant to the provisions of Article L. 22‑10‑53 of the French Commercial Code, the powers necessary to increase the share capital by issuing shares and/or equity securities giving access to other equity securities or debt securities of the Company and/or marketable securities giving access to equity securities to be issued by the Company, up to a maximum of 10% of the share capital, based on the report by the Statutory Auditor(s) (Commissaire(s) aux apports), to remunerate contributions in kind granted to the Company and made up of equity securities or marketable securities giving access to the share capital, 344 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 where the provisions of Article L. 22‑10‑54 of the French Commercial Code are not applicable; or its affiliated companies, within the meaning of Article L. 225‑197‑2 of the French Commercial Code; 2) resolves that the Board of Directors will have full powers to implement this delegation, in particular to determine all the terms and conditions of the authorized transactions and, in particular, to evaluate the contributions and the allocation, where applicable, of specific benefits, to set the number of securities to be issued to remunerate the contributions, and the dividend bearing date of the securities to be issued, to charge, if necessary, any expense against the contribution premium(s), and in particular that of the costs, resulting from the completion of the issuances, to record the completion of the capital increase and amend the by‑laws accordingly, and more generally take all necessary measures and enter into any agreements, carry out all the formalities required, in particular for the admission to trading of the shares; 3) resolves that the maximum nominal amount that may be issued under this delegation will count toward the overall nominal amount for capital increases of €12 million set in the 14th resolution of this General Meeting; 4) notes, as necessary, that this delegation will act automatically as a waiver by shareholders of their preferential subscription rights to equity securities to which the marketable securities that may be issued on the basis of this delegation may give entitlement; 5) resolves that the Board of Directors may not, unless approved by the General Meeting, use this authorization as from the submission of a tender offer on the Company’s securities by a third party and until the end of the tender offer period; 6) resolves that this delegation cancels the delegation of the same nature granted by the Combined General Shareholders’ Meeting of May 26, 2021 its 19th resolution. in The authorization thus granted to the Board of Directors is valid for twenty‑six months from the date of this General Meeting. 20th resolution Authorization granted to the Board of Directors to allocate Company shares to corporate officers (mandataires sociaux) and employees of the Company and its affiliated companies, entailing automatically that shareholders waive their preferential subscription rights The General Meeting, after review of the report of the Board of Directors and the special report of the Statutory Auditors: 1) authorizes the Board of Directors, pursuant to the provisions of Articles L. 225‑197‑1 et seq., L. 22‑10‑ 59 and L. 22‑10‑60 of the French Commercial Code, to carry out free share allocations, on one or several occasions, of existing Company shares or shares to be issued, for employees or certain categories of employees that it will determine from among eligible employees and corporate officers (mandataires sociaux) of the Company 2) resolves that the Board of Directors will determine the identity of the beneficiaries of the allocations as well as the conditions and criteria for allocating the shares; 3) resolves that the total number of free shares granted may not exceed 1.5% of the Company’s share capital on the date the allocation is decided by the Board of Directors, it being specified that this amount does not take into account any adjustments that may be made in accordance with applicable laws and regulations and, where applicable, with contractual provisions providing for other cases of adjustment, to preserve the rights of holders of marketable securities or other rights giving access to the share capital. To this end, the General Meeting authorizes, as necessary, the Board of Directors to increase the share capital by incorporation of reserves in the appropriate amount; 4) resolves that the maximum number of shares that may be granted to executive officers (dirigeants mandataires sociaux) pursuant to the AFEP‑MEDEF’s Corporate Governance Code for listed companies may not represent more than 35% of the overall amount authorized by the present Meeting; 5) resolves (a) that the granting of the shares to their beneficiaries will become definitive at the end of a vesting period, the duration of which shall be determined by the Board of Directors, (b) that the vesting of the shares granted will be subject to a continued employment condition defined by the Board of Directors, it being stipulated that no share may be acquired by the beneficiaries if the continued employment condition is not met, and (c) that the beneficiaries must, if the Board of Directors deem it useful or necessary, hold said shares for a period determined at the Board of Directors’ discretion, it being specified that the total duration of the vesting periods and, if applicable, the holding periods shall be set in compliance with the minimum conditions provided by law; 6) resolves that the vesting of the shares granted will be subject to a performance condition based on (1) a growth rate in the Company’s net earnings per share, determined by the Board of Directors, consistent with the growth rate included in the multi‑annual objectives published by the Company and (2) an ESG multi‑criteria indicator. For some beneficiaries (excluding executive officers), the performance condition could, if appropriate, alternatively or cumulatively be based on (a) target(s) specific to their brand; 7) resolves that this performance condition will be assessed over a minimum period of three years. The Board of Directors will set the minimum level(s) of achievement below which no shares may be vested by the beneficiaries; 8) also resolves that, in the event of the beneficiary’s disability, as classified in the second or third of categories provided for in Article L. 341‑4 of the French Social Security Code, the shares will be definitively allocated 7 345 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 before the end of the vesting period. The shares will be freely transferable as from their delivery; 9) notes that this authorization will act automatically as a waiver by shareholders, to the benefit of the beneficiaries of the shares granted, of their preferential subscription rights to shares that may be issued under this resolution; 10) delegates all powers to the Board of Directors, with the right to delegate under the legal and regulatory implement this authorization, under conditions, to the above conditions and within the limits authorized by applicable texts and in particular, to set the terms, conditions and criteria (including in respect of performance) for the share allocations that would be carried out under this authorization as well as the vesting dates, even retroactive, of the new shares, to take all measures, if necessary if it so decides, to carry out any adjustments to protect the rights of the beneficiaries of the free share allocations, to record the completion of the capital increases, to amend the by‑laws accordingly, and more generally, complete all formalities required for the issuance, listing and financial servicing of the shares issued under this resolution and do anything that is useful and necessary within the framework of applicable laws and regulations; 11) resolves that this authorization cancels, as from today, for the part not yet used, the authorization of the same nature granted by the Combined General Shareholders’ Meeting of May 26, 2021 in its 20th resolution and is valid for a period ending at the end of the General Meeting called to approve the financial statements for the year ending December 31, 2024. 21st resolution Authorization granted to the Board of Directors to grant share subscription and purchase options to executive officers and employees of the Company and its affiliated companies entailing that shareholders waive their preferential subscription rights The General Meeting, after review of the report of the Board of Directors and the special report of the Statutory Auditors: 1) authorizes the Board of Directors, under the provisions of Articles L. 225‑177 et seq. of the French Commercial Code, to grant options granting entitlement to the subscription of new shares or the purchase of existing ones (the “Options”) to employees and corporate officers (mandataires sociaux) of the Company or its affiliated companies within the meaning of Article L. 225‑180 of the French Commercial Code or some of them who hold, individually, less than 10% of the Company’s capital (the “Beneficiaries”); 2) resolves that the maximum number of Options that can be granted by the Board of Directors and not yet exercised cannot grant entitlement to subscribe or purchase a number of shares exceeding 3% of the share capital. This limit should be assessed at the time when the Options are granted by the Board taking into account the new Options offered therefore and also those from preceding allocations resulting from this present authorization which have not yet been exercised; 3) resolves that no Options may be granted to executive officers (dirigeants mandataires sociaux) within the meaning of the AFEP‑MEDEF corporate governance code for listed companies. 4) resolves that the list of recipients of the Options from among the Beneficiaries and the number of Options granted to each one will be freely determined by the Board of Directors; 5) notes that, in accordance with law, no subscription or purchase Option can be granted during periods prohibited by Articles L. 225‑177 and L. 22‑10‑56 of the French Commercial Code; 6) resolves that the subscription price for the new shares or the purchase price of existing shares by exercising the Options will be determined by the Board of Directors on the day on which the Options are granted and that (a) in the case of subscription options, this subscription price could not be lower than the share’s closing price on the Euronext Paris market on the trading day preceding the day on which the Options will be granted (within the legal limits) and (b) in the case of purchase options, this price could not be lower than the greater of the two following amounts: (i) the value indicated in (a) above and (ii) the average purchase price of the shares indicated in Article L. 225‑179 of the French Commercial Code. The Options exercise price, as determined above, can only be amended if the Company performs one of the financial or securities transactions outlined in Article L. 225‑181 of the French Commercial Code. In this case, the Board of Directors would adjust, under the legal and regulatory conditions, the exercise price and the number of shares that can be purchased or subscribed, as the case may be, by exercising the Options, to take into account the impact of the transaction; 7) notes that the present authorization entails, to the benefit of the Beneficiaries of the share subscription their options, preferential subscription rights to the shares issued as the Options are exercised; that shareholders expressly waive 8) resolves that allocations of options will be subject to a continued employment condition determined by the Board, with no options able to be exercised by the beneficiaries if the continued employment condition is not met, and to a performance condition based on (1) a growth rate in the Company’s net earnings per share, defined by the Board of Directors, consistent with the growth rate included in the multi‑annual objectives published by the Company and (2) an ESG multi‑criteria indicator. The performance condition could, if appropriate, alternatively or cumulatively be based on one or more targets specific to the beneficiaries’ brand. The Board of Directors will set the minimum level(s) of achievement below which no options may be exercised by the beneficiaries; 346 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 9) grants all powers to the Board of Directors to set the terms and conditions of the Options and in particular (without this list being exhaustive): a) the validity period for the Options, it being understood that the Options must be exercised within a maximum of ten years, b) the date(s) or periods for exercising the Options, it being understood that the Board of Directors can (a) bring forward the dates or periods for exercising the Options, (b) maintain the exercisability of the Options or (c) amend the dates or periods during which the shares obtained by exercising the options may not be transferred or converted into bearer shares, c) any clauses prohibiting the immediate resale of all or some of the shares obtained by exercising the Options provided that the period during which shares must be retained does not exceed three years as from the exercise of the Option, notwithstanding the provisions provided in Article L. 225‑ 185, paragraph 4, of the French Commercial Code, d) where necessary, limit, suspend, restrict or prohibit the exercise of Options or the sale or transfer to bearer form of the shares obtained by exercising the Options, during certain periods or following certain events, and this decision may cover some or all of the Options or shares or concern some or all of the Beneficiaries, e) determine the dividend bearing date, even retroactively, of the new shares as a result of the subscription Options; 10) resolves that the Board of Directors will have, with the possibility to delegate under the legal conditions, all powers to record the completion of the capital increases to reflect the amount of shares actually subscribed by exercising the subscription Options, amend the by‑laws accordingly and, at its sole discretion and as it sees fit, charge the costs of the capital increases against the share premiums arising therefrom and deduct from this amount the sums necessary to increase the legal reserve to one tenth of the new share capital after each capital increase, and perform all formalities necessary for the listing of the securities thereby issued, make all declarations with the relevant bodies and generally do all that is necessary; 11) resolves that this authorization cancels, as from today, for the part not yet used, the authorization of the same nature granted by the Combined General Shareholders’ Meeting of May 26, 2020 in its 15th resolution and is valid for a period ending at the end of the General Meeting called to approve the financial statements for the year ending December 31, 2024. 22nd resolution Authorization of the Board of Directors to increase the share capital for the benefit of members of a corporate savings plan, without preferential subscription rights The General Meeting, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, pursuant to the provisions of Articles L. 3332‑1 et seq. of the French Labor Code and Articles L. 225‑138‑1 and L. 225‑129‑6, first and second paragraphs, of the French Commercial Code: 1) delegates to the Board of Directors its authority to increase the share capital of the Company, in one or more transactions, by a maximum nominal amount of €1 million through the issue of new shares or other securities giving access to the Company’s share capital under the conditions prescribed by law, reserved for members of corporate savings plans of the Company and/or its affiliated entities within the meaning of Article L. 225‑180 of the French Commercial Code and Article L. 3344‑1 of the French Labor Code; 2) resolves to cancel the preferential subscription rights of shareholders to the new shares to be issued or to other securities giving access to share capital and securities to which these securities give entitlement under this resolution for the benefit of the members of the plans referred to in the previous paragraph and waives the rights to the shares or other securities that would be granted through the application of this resolution; 3) resolves that the maximum nominal amount that may be issued under this delegation will count toward the overall nominal amount for capital increases of €12 million set in the 14th resolution of this General Meeting; 4) resolves that the subscription price for the new shares will be at least 85% of the average listed price of the Company’s shares on Euronext Paris in the 20 trading days preceding the day on which subscriptions open. However, the General Meeting of Shareholders expressly authorizes the Board of Directors, if it deems it appropriate, to reduce or cancel the above‑mentioned discount, within the legal and regulatory limits, in order to take account of, inter alia, the legal, accounting, tax and social security rules applicable locally; 5) resolves that the Board of Directors may also replace all or part of the discount with the free allocation of shares or other securities giving access to the Company’s share capital, whether existing or to be issued, it being specified that the total benefit resulting from this allocation and, if applicable, from the discount mentioned above, cannot exceed the total benefit that members of the savings plan would have received if this difference had been 15%; 6) resolves that the Board of Directors may provide for, pursuant to Article L. 3332‑21 of the French Labor Code, the free allocation of shares or other securities giving access to the Company’s share capital to be issued or already issued under a bonus scheme, provided that the inclusion of their monetary value, valued at 7 347 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 the subscription price, does not result in the legal or regulatory limits being exceeded; 7) resolves that the characteristics of the other securities giving access to the Company’s share capital will be determined by the Board of Directors according to the conditions laid down by the regulations; 8) resolves that the Board of Directors will have all the necessary powers, with the option for delegation or sub‑delegation, in accordance with the legal and regulatory provisions, within the limits and under the conditions specified above, to determine all the terms and conditions of transactions and, in particular, to decide on the amount to be issued, the issue price and the terms of each issue, and to define the terms for the free allocation of shares or other securities giving access to the share capital, under the authorization given above, to determine the opening and closing dates for subscriptions, to set, within the maximum limit of three years, the period granted to subscribers to pay for their shares, to determine the date, which may be retroactive, from which the new shares will be eligible for dividends, to apply for their admission to listing on the stock market wherever they are advised to do so, to record the share capital increase in the amount of shares effectively subscribed for, to make all necessary arrangements to carry out the share capital increases, carry out all formalities arising therefrom and amend the by‑laws accordingly, and at its sole discretion, and if it deems it appropriate, to deduct the fees involved in carrying out the share capital increases from the premiums relating to these increases as well as the sums necessary to increase the legal reserve to one tenth of the new share capital after each increase; 9) resolves that this delegation will take effect from September 1, 2023, and will cancel the delegation of the same nature, as of the same date, granted by the Combined General Shareholders’ Meeting of May 19, 2022 in its 17th resolution. It is noted that the employee shareholding offer announced on March 15, 2023 and scheduled for completion on June 15, 2023 was decided by the meeting of the Board of Directors of December 9, 2022 via the application of the 17th resolution of the Combined General Meeting of May 19, 2022. The authorization thus granted to the Board of Directors is valid for twenty‑six months from the date of this General Meeting. 23rd resolution Delegation of authority granted to the Board of Directors to increase the share capital for the benefit of a category of beneficiaries, without preferential subscription rights, under an employee shareholding plan The General Meeting, having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, pursuant to the provisions of Articles L. 225‑ 129‑ 2 and L. 225‑138 of the French Commercial Code: 1) delegates to the Board of Directors its authority to increase the share capital of the Company, in one or more transactions, by a maximum nominal amount of €1 million through the issue of new shares or other securities giving access to the Company’s share capital, reserved to the category of beneficiaries as defined below; 2) resolves that the maximum nominal amount that may be issued under the present delegation will count toward (a) the overall nominal amount for capital increases of €12 million fixed in the 14th resolution of this General Meeting, and (b) the maximum nominal amount fixed in the 22nd resolution of this General Meeting; 3) resolves to cancel the preferential subscription rights of the shareholders to the shares to be issued or other securities giving access to share capital and securities to which these securities give entitlement to be issued under this resolution and to reserve the subscription rights to a category of beneficiaries having the following characteristics: (i) any credit institution or any entity held by a credit institution, which participates, at the request of the Company in the implementation of a structured offering reserved for employees and corporate officers (mandataires sociaux) of companies related to the Company under the conditions set out in Articles L. 225‑180 and L. 233‑16 of the French Commercial Code, and having their registered office outside France; (ii) and/or employees and corporate officers (mandataires sociaux) of companies related to the Company under the conditions set out in Articles L. 225‑180 and L. 233‑16 of the French Commercial Code, and having their registered office outside France; (iii) and/or collective investment vehicles (OPCVM) or any other employee shareholding vehicle invested in the Company’s securities, irrespective of whether it is a legal entity, the unitholders of which will be the persons referred to in (ii) above; 4) resolves that the subscription price for the new shares will be at least 85% of the average listed price of the Company’s share on Euronext Paris on the 20 trading days preceding the day of the corporate decision setting the opening day of the subscription period carried out on the basis of the 22nd resolution of this General Meeting. However, the General Meeting of Shareholders expressly authorizes the Board of Directors, if it deems it appropriate, to reduce or cancel the above‑mentioned discount, within the legal and regulatory limits, in order to take account of, inter alia, the legal, accounting, tax and social security rules applicable locally; 5) resolves that the characteristics of the other securities giving access to the Company’s share capital will be determined by the Board of Directors according to the conditions laid down by the regulations; 6) resolves that the Board of Directors will have all the necessary powers, with the option for delegation or sub‑delegation, in accordance with the legal and regulatory provisions, within the limits and under the conditions specified above, to determine all the terms and conditions of transactions and, in particular, to decide on the amount to be issued, the issue price and 348 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENTGeneral Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 7 the terms of each issue, set the list of beneficiaries of the cancellation of the preferential subscription rights within the categories defined above and the number of shares to be subscribed by each of them, to determine the opening and closing dates for subscriptions, to determine the date, which may be retroactive, from which the new shares will be eligible for dividends, to apply for their admission to listing on the stock market wherever they are advised to do so, to record the share capital increase in the amount of shares effectively subscribed for, to make all necessary arrangements to carry out the share capital increases, carry out all formalities arising therefrom and amend the by‑laws accordingly, and at its sole discretion, and if it deems it appropriate, to deduct the fees involved in carrying out the share capital increases from the premiums relating to these increases as well as the sums necessary to increase the legal reserve to one tenth of the new share capital after each increase. 7) resolves that this delegation will take effect from September 1, 2023, and will cancel the delegation of the same nature, as of the same date, granted by the Combined General Shareholders’ Meeting of May 19, 2022 in its 18th resolution. It is noted that the employee shareholding offer announced on March 15, 2023 and scheduled for completion on June 15, 2023 was decided by the meeting of the Board of Directors of December 9, 2022, via the application of the 18th resolution of the Combined General Meeting of May 19, 2022. The delegation thus granted to the Board of Directors is valid for eighteen months from the date of this General Meeting. Ordinary and Extraordinary General Meeting 24th resolution Powers for formalities The General Meeting hereby grants any and all powers to the bearer of an original, a copy or an excerpt of the minutes of these deliberations for the purpose of carrying out any legal formalities for publication. 7 349 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES7 General Meeting Text of the Draft Resolutions Proposed by the Board of Directors to the General Meeting of May 24, 2023 350 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT 7 CROSS‑REFERENCE TABLES Cross‑reference table with the annual financial report The cross‑reference table below makes it possible to identify the in this Universal registration document making up the annual financial report under Article L. 451‑1‑2 of information the French Monetary and Financial Code and Article 222‑3 of the French Financial Markets Authority (AMF) General Regulation. Annual financial report 1. 2. 3. 4. 5. 6. Dassault Systèmes SE’s annual financial statements Group’s consolidated financial statements Management report Statement of the person responsible for the annual financial report Statutory auditors’ report on the annual financial statements Statutory auditors’ report on the consolidated financial statements Universal registration document Paragraphs 4.2.1 4.1 See cross‑reference table with the management report below ‑ 4.2.3 4.1.2 351 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Cross‑reference table with the management report The cross‑reference table below makes it possible to identify the information in this Universal registration document making up the annual management report to be drawn up by the Board of Directors of Dassault Systèmes SE, as defined by Articles L. 225‑100 et seq. of the French Commercial Code. Management report 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. Business trend analysis Analysis of results Analysis of financial position Description of main risks and uncertainties Information on the use of financial instruments Exposure to price, credit, liquidity and cash flow risks Information referred to in Article L. 225‑211 of the French Commercial Code: information concerning share buybacks Position in fiscal year 2022 Foreseeable changes in situation Important events that occurred since the end of fiscal year 2022 Research and development activities Existing branches Activities and results of Dassault Systèmes SE, parent company Activities of Dassault Systèmes SE’s subsidiaries during fiscal year 2022 Key financial and non‑financial performance indicators Financial performance table for Dassault Systèmes SE for the past five fiscal years Employee share capital participation on the last day of the fiscal year Non‑financial performance statement Acquisition or significant control in Group companies with their registered office in France Breakdown of transactions performed by senior executives on the Company’s securities Information on supplier and customer payment periods Amount of business‑to‑business loans granted and auditor statement Corporate governance report Amount of dividends distributed in the past three fiscal years Distribution and evolution of shareholders (including treasury shares) Financial risks related to the impact of climate change and measures taken to reduce them by implementing a low‑carbon strategy Main characteristics of internal control and risk management procedures Vigilance Plan Injunctions or financial penalties for anti‑competitive practices Universal registration document Paragraphs 3.1 3.1 3.1 1.9 4.1.1 – Notes 2, 20 1.9.2 6.2.4 3.1, 4.1.1, 4.2.1 3.2 None 1.5 6.1.1.6 1.4, 1.6.1, 4.2 1.4, 1.6.2 1.7, 1.8, 2.7 4.2.2 6.3.1 1.8, 2 4.2.1 – Note 24 4.1.1 – Note 27 5.3 4.2.1 – Notes 13, 19 N/A 5.1 7.1.1 6.3.1 2 5.2 2.6 N/A 352 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Cross‑reference table with the headings of Annex 1 of Commission Delegated Regulation (EU) 2019/980 it possible to The cross‑reference table below makes identify the in this Universal registration information document mentioned by the different headings of Annex 1 of Commission Delegated Regulation (EU) 2019/980 of the European Commission of March 14, 2019. Headings of Annex 1 of the European Regulation 1. 1.1 1.2 1.3 1.4 1.5 2. 3. 4. 4.1 4.2 4.3 4.4 5. PERSONS RESPONSIBLE, THIRD‑PARTY INFORMATION, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL Name and function of the persons responsible Declaration by those responsible Persons acting as experts Statement concerning third‑party information Statement concerning the approval of the Universal registration document by the competent authority STATUTORY AUDITORS RISK FACTORS INFORMATION ABOUT THE ISSUER The legal and commercial name of the issuer The place of registration of the issuer, its registration number and legal entity identifier (LEI) The date of incorporation and term The domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address, telephone number of its registered office and website of the issuer BUSINESS OVERVIEW 5.1 Principal activities 5.2 5.3 5.4 5.5 5.6 5.7 6. 6.1 6.2 7. 8. 9. 10. 11. 12. Principal markets The important events in the development of the issuer’s business Strategy and objectives Extent to which the issuer is dependent, on patents or licenses, industrial, commercial or financial contracts or new manufacturing processes The basis for any statements made by the issuer regarding its competitive position Investments ORGANIZATIONAL STRUCTURE Description of the Group and the issuer’s position within the Group List of the issuer’s significant subsidiaries OPERATING AND FINANCIAL REVIEW CAPITAL RESOURCES REGULATORY ENVIRONMENT TREND INFORMATION PROFIT FORECASTS OR ESTIMATES ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT 12.1 12.2 13. Information regarding the members of administrative and management bodies Conflicts of interest in administrative, management and supervisory bodies and senior management REMUNERATION AND BENEFITS Universal registration document Paragraphs Not applicable Not applicable 5.4 1.9 6.1.1 6.1.1.2 6.1.1.3 6.1.1 1.4.1 1.4.2 3.1.3 None 1.4.1 1.9.1.5 1.4.1, 1.5 1.5.4 1.6.1 1.6.2 3.1 3.1.6 1.9.1.3 1.9.1.1 3.2 5.1.1, 5.1.2 5.5 13.1 Amount of remuneration paid and benefits in kind 13.2 The total amounts set aside or accrued to provide for pension, retirement or similar benefits 5.1.4 5.1.4 – Table 11 353 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5.1 5.1.1.1 5.5 5.1.1.3 5.1, 5.1.6 5.1.6 2.3 5.1.1, 5.1.5 6.3.1 5.1.5 6.3 6.3.1 6.1.2.3 6.3.2 6.3.3 4.1.1 – NOTE 25, 4.2.4, 7.1.5 4.1, 4.2 3.3 4.1.2, 4.2.3, 4.2.4 Not applicable 7.1 4.3 None 6.2, 6.3 4.1 – Note 22 4.2 – Note 15 6.1.2 1.4.3 6.1.1.7 14. BOARD PRACTICES Service contracts with the issuer Information about committees Statement as to whether or not the issuer complies with the corporate governance regime 14.1 Date of expiration of the current term of office 14.2 14.3 14.4 14.5 Potential material impacts on the corporate governance 15. EMPLOYEES 15.1 Number of employees Shareholdings and stock options 15.2 15.3 Arrangements for involving the employees in the capital of the issuer 16. MAJOR SHAREHOLDERS Shareholders holding more than 5% of the share capital or voting rights Existence of different voting rights Control of the issuer 16.1 16.2 16.3 16.4 Any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control of the issuer 17. 18. RELATED PARTY TRANSACTIONS FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES Interim and other financial information 18.1 Historical financial information 18.2 18.3 Auditing of historical annual financial information 18.4 Pro forma financial information 18.5 Dividend policy 18.6 Legal and arbitration proceedings 18.7 19. Significant change in the issuer’s financial position ADDITIONAL INFORMATION Share capital 19.1 19.2 Memorandum and Articles of Association 20. MATERIAL CONTRACTS 21. DOCUMENTS AVAILABLE 354 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT SASB Cross‑Reference Table (SASB) Foundation was The Sustainability Accounting Standards Board founded independent in 2011 as a not‑for‑profit, standards‑setting with to establish and maintain the mission industry‑specific standards in that assist companies disclosing financially material, decision‑useful sustainability information to investors. organization, The SASB Foundation operates in a governance structure similar to the structure adopted by other internationally recognized bodies that set standards for disclosure to including the Financial Accounting Standards investors, Board (FASB) and the International Accounting Standards SASB Dimensions Human Capital Paragraphs Board (IASB). This structure includes a board of directors (“the Foundation Board”) and a standards‑setting board (“the Standards Board” or “the SASB”). The Standards Board develops, issues, and maintains the SASB standards. The Foundation Board oversees the strategy, finances and operations of the entire organization, and appoints the members of the Standards Board. The cross‑reference table below identifies the information included in this report and related to the sustainable development topics included in the materiality map defined by the Sustainability Accounting Standards Board (SASB) for Software & IT Services industry. Employee engagement, diversity & inclusion 2.3.4 Rewarding and Retaining Talents 2.3.5 Promoting Diversity and Inclusion Social Capital Customer privacy Data security Environment 2.4.3 Secure and protect Data 2.4.3 Secure and protect Data Energy management 2.5.2 Driving action: Climate Strategy Leadership & Governance Competitive behavior Systemic risk management 2.6 Business Ethics and Vigilance Plan 1.9 Risk factors 2.5.3 Foster Resilience: Climate Risk Management 5.2 Internal Control Procedures and Risk Management 355 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES United Nations’ Global Compact Communication On Progress (COP) The United Nations Global Compact is a non‑binding United Nations pact to encourage businesses and companies worldwide to adopt sustainable and socially responsible policies, and to report on their implementation. Corporate sustainability starts with a company’s value system and a principles‑based approach to doing business. This means operating in ways that, at a minimum, meet fundamental responsibilities in the areas of Human rights, labor rights, environment and anti‑corruption. Responsible businesses enact the same values and principles wherever they operate, and know that good practices in one area do not offset harm in another. By incorporating the ten Principles the UN Global Compact into strategies, policies and procedures, and establishing a culture of integrity, companies are not only upholding their basic responsibilities to people and planet, but also setting the stage for long‑term success. Global Compact Principles Active level Description Human Rights Principle 1 Principle 2 Labor Principle 3 Principle 4 Principle 5 Principle 6 Environment Principle 7 Businesses should support and respect the protection of internationally proclaimed Human rights; and Make sure that they are not complicit in Human rights abuses. Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining; The elimination of all forms of forced and compulsory labor; The effective abolition of child labor; and The elimination of discrimination in respect of employment and occupation. Businesses should support a precautionary approach to environmental challenges; Principle 8 Undertake initiatives to promote greater environmental responsibility; and Principle 9 Encourage the development and diffusion of environmentally friendly technologies. Anti‑Corruption Principle 10 Businesses should work against corruption in all its forms, including extortion and bribery. Paragraphs 2.6.3; 2.6.4 2.6.3 2.3.4; 2.6.1 2.6.1 2.6.1 2.3.5; 2.6.1 2.5.1; 2.5.3; 2.7.2 2.4.1; 2.4.2; 2.5.2; 2.6.4 2.4.2 ; 2.4.3; 2.5.2 2.6.1; 2.6.2 356 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT 357 2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 358 DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT This document was printed by an ecologically responsible printing company on 100% recyclable and biodegradable paper, made from bleached ECF (Element Chlorine Free) pulp in a European factory certified ISO 9001 (for quality management) and ISO 14001 (for environmental management) and EMAS accredited (for environmental performance). This product is made of FSC® certified materials and controlled materials. Design and production: Agence Marc Praquin

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