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 DOCUMENT Person 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 SYSTÈMES 4
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 DOCUMENT PresentatIon 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 SYSTÈMES 1
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 DOCUMENT PresentatIon 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.
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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.
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT PresentatIon 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
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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.
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT PresentatIon 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.
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PresentatIon of the Company
Business Activities
1.4
Business Activities
› Dassault Systèmes’ Corporate Model*
*
The Business Model.
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT 1.4
Business Activities
› Dassault Systèmes’ Corporate Model*
PresentatIon of the Company
Business Activities
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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.
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Sectors
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.
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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.
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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 DOCUMENT 1.4.2
Dassault Systèmes’ Offering
PresentatIon of the Company
Business Activities
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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.
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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.
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT 1.4.2.3
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
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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.
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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 DOCUMENT An 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.
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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.
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— 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 DOCUMENT PresentatIon 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.
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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 DOCUMENT PresentatIon 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.
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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 DOCUMENT CENTRIC 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.
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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”.
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT PresentatIon 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.
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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 DOCUMENT PresentatIon 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.
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 1
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 DOCUMENT PresentatIon 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 DOCUMENT PresentatIon 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 SYSTÈMES 1
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 DOCUMENT PresentatIon 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 SYSTÈMES 1
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 DOCUMENT 1.8.2
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 SYSTÈMES 1
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 DOCUMENT In 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 SYSTÈMES 1
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 DOCUMENT Eventually, 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 SYSTÈMES 1
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 SYSTÈMES 1
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 DOCUMENT 1.9.3
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 SYSTÈMES 1
PresentatIon of the Company
Risk Factors
52
DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Social, 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
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› 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.
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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
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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;
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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 DOCUMENT Social, Societal and Environmental Responsibility
Social Responsibility
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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
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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.
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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
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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
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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
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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 DOCUMENT Social, Societal and Environmental Responsibility
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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
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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:
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— 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.
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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;
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— 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;
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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.
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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.
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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.
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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
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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.
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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).
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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;
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— 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
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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”).
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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
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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:
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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.
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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.
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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;
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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.
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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.
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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.
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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
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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
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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
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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.
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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;
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— 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.
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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.
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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
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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 DOCUMENT Social, Societal and Environmental Responsibility
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— 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
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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).
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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.
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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
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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.
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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.
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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.
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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.
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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
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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 DOCUMENT Social, Societal and Environmental Responsibility
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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
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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.
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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.
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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.
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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.
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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).
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Sustainability 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.
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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).
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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.
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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.
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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
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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,
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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.
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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;
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— 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
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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).
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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”.
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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
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Appendices
2
2.9.2
EU Taxonomy appendices
2.9.2.1
Revenue
Substantial
Contribution Criteria
DNSH criteria
(Does Not Significantly Harm)
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1
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s
(
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d
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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
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Y
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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
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s
b
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)
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(
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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 DOCUMENT Social, 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 SYSTÈMES 2
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 DOCUMENT Social, 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 DOCUMENT Social, 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 SYSTÈMES 2
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 DOCUMENT Social, 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 SYSTÈMES 2
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
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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 SYSTÈMES Financial 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 DOCUMENT Financial 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 SYSTÈMES income 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 DOCUMENT Financial 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.
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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).
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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
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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.
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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.
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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.
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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 DOCUMENT Financial 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 DOCUMENT Financial 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 SYSTÈMES Financial 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 DOCUMENT Financial 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 SYSTÈMES Financial 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 DOCUMENT Financial 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 SYSTÈMES Financial 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 DOCUMENT initial 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 SYSTÈMES Financial 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 DOCUMENT Financial 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 DOCUMENT Financial 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
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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.
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442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial 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
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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.
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442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial 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).
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4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial 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.
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442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial 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
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4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Note 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.
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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 DOCUMENT Financial 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
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442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial 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.
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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.
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442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial 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 DOCUMENT Financial 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.
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442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial 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.
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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 SYSTÈMES Financial 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 DOCUMENT Financial 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 SYSTÈMES Financial 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 SYSTÈMES Financial 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 DOCUMENT Financial 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 DOCUMENT Financial 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.
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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.
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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.
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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
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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
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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;
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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
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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
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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
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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.
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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 SYSTÈMES Financial 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 DOCUMENT Financial 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 DOCUMENT Note 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.
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442022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES Financial 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.
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4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial 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 SYSTÈMES Financial 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.
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4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial 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 DOCUMENT Financial 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 SYSTÈMES Financial 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
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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.
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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
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4DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Financial 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.
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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.
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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.
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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,
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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.
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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
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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
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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.
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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
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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.
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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.
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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.
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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
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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)
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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.
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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
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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
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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%
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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
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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%
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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%
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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.
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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
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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%
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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%
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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
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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;
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— 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.
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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
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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
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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
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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.
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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”).
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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
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“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.
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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.
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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%
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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 SYSTÈMES 5
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.
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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
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— 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.
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT Mr. 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
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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.
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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
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5
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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.
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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.
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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
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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
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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.
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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
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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.
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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.
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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.
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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
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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.
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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
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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.
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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
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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.
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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.
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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
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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
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Corporate Governance
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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%.
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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
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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.
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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.
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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.
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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
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 5
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.
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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 SYSTÈMES 5
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 DOCUMENT Date 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
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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.
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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
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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;
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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
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 6
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.
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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.
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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.
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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;
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— 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 DOCUMENT Information about Dassault Systèmes SE, the share capital and the ownership structure
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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).
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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
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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
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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”.
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Information About the Shareholders
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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
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES 6
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”.
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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
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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
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT 7
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
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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 DOCUMENT General 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
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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.
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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.
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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”.
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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
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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.
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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
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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 DOCUMENT General Meeting
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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”.
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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
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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.
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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
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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
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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 DOCUMENT General Meeting
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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
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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,
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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
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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;
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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
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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
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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
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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
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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
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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
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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
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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
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2022 UNIVERSAL REGISTRATION DOCUMENT DASSAULT SYSTÈMES
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DASSAULT SYSTÈMES 2022 UNIVERSAL REGISTRATION DOCUMENT
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