Dassault Systemes : Auditors report on the 13th resolution

PricewaterhouseCoopers Audit

ERNST & YOUNG et Autres

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

Dassault Systèmes

Annual General Meeting of May 26, 2020

Thirteenth resolution

Statutory auditors' report on the reduction in capital

PricewaterhouseCoopers Audit	ERNST & YOUNG et Autres
63, rue de Villiers	Tour First
92208 Neuilly-sur-Seine Cedex	TSA 14444
S.A.S. au capital de € 2 510 460	92037 Paris-La Défense Cedex
672 006 483 R.C.S. Nanterre	S.A.S. à capital variable
	438 476 913 R.C.S. Nanterre
Commissaire aux Comptes	Commissaire aux Comptes
Membre de la compagnie	Membre de la compagnie
régionale de Versailles	régionale de Versailles

Dassault Systèmes

Annual General Meeting of May 26, 2020

Thirteenth resolution

Statutory auditors' report on the reduction in capital

To the Shareholders,

In our capacity as statutory auditors of your Company and in compliance with Article L. 225-209 of the French Commercial Code (Code de commerce) in respect of a reduction in capital by cancellation of repurchased shares, we hereby report on our assessment of the terms and conditions of the proposed reduction in capital.

Your Board of Directors requests that it be authorized by the shareholders, for a period that will expire after the Annual General Meeting called to approve the financial statements for the year ended December 31, 2020, to proceed with the cancellation of shares your Company was authorized to repurchase under its share buyback program, representing an amount not exceeding 5% of its share capital, by periods of twenty-four months, in compliance with the aforementioned Article.

We have performed those procedures which we considered necessary in compliance with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) for this type of engagement. These procedures consisted in verifying whether the terms and conditions for the proposed reduction in capital, which should not compromise equality among the shareholders, are fair.

We have no matters to report on the terms and conditions of the proposed reduction in capital.

Neuilly-sur-Seine and Paris-La Défense, April 24, 2020

The Statutory Auditors

French original signed by

PricewaterhouseCoopers Audit

ERNST & YOUNG et Autres

Thierry Leroux

Nour-Eddine Zanouda