DASSAULT SYSTEMES

Société européenne with a share capital of €133,306,419

Registered office: 10 rue Marcel Dassault - 78140 Vélizy-Villacoublay - France

Registry of Commerce Number: 322 306 440 Versailles

SIRET: 322 306 440 00213

CONVENING NOTICE TO THE GENERAL MEETING OF THE SHAREHOLDERS

The shareholders of Dassault Systèmes (the "Company") are informed that the Company's combined general meeting of shareholders will be held on Thursday May 19, 2022 at 3:00 pm (Paris time) (the "General Meeting")-, at the registered office, 10 rue Marcel Dassault - 78140 Vélizy-Villacoublay, France with the agenda hereafter.

Ordinary General Meeting:

  • 1. Approval of the parent company annual financial statements,

  • 2. Approval of the consolidated financial statements,

  • 3. Allocation of the results,

  • 4. Related-party agreements (conventions réglementées),

  • 5. Appointment of Principal Statutory Auditors,

  • 6. Compensation policy for corporate officers (mandataires sociaux),

  • 7. Compensation elements paid in 2021 or granted with respect to 2021 to Mr. Charles Edelstenne, Chairman of the Board of Directors,

  • 8. Compensation elements paid in 2021 or granted with respect to 2021 to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer,

  • 9. 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),

  • 10. Reappointment of Mr. Charles Edelstenne,

  • 11. Reappointment of Mr. Bernard Charlès,

  • 12. Reappointment of Mr. Pascal Daloz,

  • 13. Reappointment of Mr. Xavier Cauchois,

  • 14. Authorization to repurchase Dassault Systèmes shares,

  • 15. Setting the amount of Compensation for Directors.

    Extraordinary General Meeting:

  • 16. 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,

  • 17. 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,

  • 18. 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,

  • 19. Delegation of authority to the Board of Directors to decide on one or more mergers by absorption,

  • 20. Delegation of authority to the Board of Directors to increase the share capital by issuing shares, in the event that the Board of Directors uses the authorization granted to the Board of Directors to decide on one or more mergers by absorption.

    Both Ordinary and Extraordinary General Meeting:

  • 21. Powers for formalities.

The text of the resolutions proposed by the Board of Directors to the General Meeting of Shareholders of May 26, 2021 is mentioned in the preliminary notification of the Company, published on April 11, 2022 in the Bulletin des Annonces Légales Obligatoires n°43, advertisement n°2200849.

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Each shareholder, regardless of the number of shares it holds, has the right to participate to the General Meeting.

In order to attend this General Meeting, shareholders must justify that they are registered personally or through a financial intermediary on the second business day preceding the General Meeting at 00:00 am, Paris time (i.e., on May 17, 2022 at 00:00 am, Paris time), whether in registered accounts held by the Company or in bearer accounts held by an accredited intermediary.

The registration of the shares in bearer accounts held by the accredited intermediary must be demonstrated by an attendance certificate (attestation de participation) issued by the latter.

To participate in this General Meeting, the shareholders may elect one of the following options:

  • 1. physically attend the General Meeting; or

  • 2. giving a proxy to any person of his choice in accordance with the French legal requirements; or

  • 3. sending a proxy to the Company with indication of the President of the General Meeting as the representative or with no indication of the representative; or

  • 4. voting by post; or

  • 5. voting electronically via the VOTACCESS secured platform prior to the General Meeting.

Physical participation in the General Meeting

Shareholders willing to personally attend the General Meeting request an admission card:

  • - for registered shares, by sending their request to Société Générale, Service des Assemblées, CS 30812 - 44308 Nantes Cedex 3, France. These requests must be received by Société Générale, Service des Assemblées, to be taken into account, the third day prior to the General Meeting at the lastest (i.e., at the latest on May 16, 2022) with a pre-paid envelop attached to the convening notice. This request may be carried out by forwarding the single remote voting or proxy form on which the request for an admission card can also be found;

  • - for holders of bearer shares, by liaising with their accredited financial intermediary. A certificate is also provided to the shareholder willing to attend physically the General Meeting and who did not receive its admission card on the second business day at 00:00 am, Paris time prior to the General Meeting (i.e., on May 17, 2022 at 00:00 am, Paris time).

Shareholders who access to the VOTACCESS platform may request their admission card via this platform.

Proxy or vote by post

For holders of bearer shares, the single remote voting or proxy form will be forwarded to them upon their request by simple letter to their accredited financial intermediary.

It is reminded that, according to the law and the by-laws: request for single remote voting or proxy form must be received by Société Générale at least six days prior to the date of the meeting, i.e., on May 13, 2022 at the latest;

remote voting forms or proxies shall only be taken into consideration if they are duly completed and accompanied, as the case may be, by the attendance certificate (attestation de participation) and must be received by Société Générale, at least three days prior to the date of the General Meeting, i.e., on May 16, 2022 at the latest.

Shareholders may revoke a proxy, provided that the revocation is transmitted to the Company and is done in the same conditions than those required for the designation of a proxy.

As an exception to the above, shareholders may designate or revoke a proxy by electronic means until the day before the General Meeting at 3:00 pm Paris time (i.e., until May 18, 2022 at 3:00 pm, Paris time) by using the VOTACCESS voting platform or by e-mail with an electronic signature resulting from a reliable identification process guaranteeing its link with the contents of the email to which the electronic signature is related, the shareholder being responsible for obtaining any electronic signature certificates or keys, to the following addressDS.Mandataire-AG@3ds.com and including the following information:

  • for the holders of registered shares: last name, first name, address, and login Société Générale (mentioned on the top left of the account report), and the last and first names of the designated or revoked representative;

  • for the holders of bearer shares: last name, first name, address, and the full banking references, and the last and first names of the designated or revoked representative; the shareholder must ask to his financial intermediary which manages his securities account to send a confirmation to the "Service des Assemblées" of Société Générale (whose electronic details he knows).

In order for the designations or revocations of mandates made by post mail to be taken into account, confirmations must be received on May 16, 2022 at the latest. The abovementioned e-mail address will only deal with requests of designation or revocation of representatives; any other request will not be considered.

In addition, for his/her own voting rights, the representative shall send his voting instructions in accordance with the usual procedure.

Vote by internet

Shareholders may vote electronically via the VOTACCESS online voting platform which will open from May 2, 2022 at 9:00 am until May 18, 2022 at 3:00 pm To avoid potential saturation, it is recommended not to wait until the ultimate date to connect to the platform.

Holders of bearer shares shall vote electronically via the VOTACCESS voting platform only if their financial intermediary has adhered to the VOTACCESS system and proposes this service for this General Meeting. Holders of bearer shares shall connect using their usual access codes to their financial intermediary's web portal in order to access the VOTACCESS system and follow the on-screen instructions. Financial intermediaries of holders of bearer shares who do not adhere to the VOTACCESS system or provide terms of use to access the voting platform shall inform them how to proceed.

Holders of registered shares shall connect to the websitewww.sharinbox.societegenerale.com using their access code Sharinbox and password reminded on the voting and proxy form received by mail with his/her convening notice. For holders of pure registered shares, their access code appears on all communications from Société Générale Securities Services. For holders of administered registered shares, Société Générale Securities Services have sent them recently their access code and password in two specific letters. The password to connect to the website may be re-sent to shareholders by clicking ["Get your codes"] on the website's opening page. The shareholders must then click "Reply" from the General Meeting's tool bar on the website's opening page, follow the instructions and click ["Vote"]. The shareholders then will be re-directed automatically to the voting system.

The shareholder having voted by post or sent a proxy or requested for his/her certificate may not be able to choose another way of attending the General Meeting.

***

In accordance with the provisions of Article L.22-10-48 of the French Commercial Code, it is reminded that any person holding alone or in concert, pursuant to one or several temporary transfer transactions relating to these shares or any transaction entailing a right or obligation to resell or return these shares to the transferor, a number of shares representing more than two-hundredth of the voting rights, shall inform the Company and the Autorité des marchés financiers, on the second business day preceding the General Meeting at 00:00 am, Paris time at the latest (i.e., on May 17, 2022 at 00:00 am, Paris time at the latest) and when the agreement organizing this transaction remains effective on that date, of the total number of shares temporarily held. In case of failure to inform under the conditions described above, the shares are deprived from their voting rights for the relevant General Meeting and for any further General Meeting that would be held until said shares are resold or returned.

Shareholders may send written questions, pursuant to the provisions of article L.225-108 para. 3 of the French Commercial Code, on the fourth business day preceding the General Meeting at the latest, i.e., on May 13, 2022 at the latest, by electronic communication to the

address3DS.AGM2020@3ds.com or by registered letter with recorded delivery to the attention of the Chairman of the Board of Directors at the registered office. They must be accompanied by an attendance certificate (attestation de participation).

The information mentioned in Article R. 22-10-23 of the French Commercial Code, in particular the documents intended to be presented to this General Meeting, shall be published onwww.3ds.com the twenty-first day before the General Meeting at the latest, i.e., on April 28, 2022 at the latest. They shall also be available for consultation at the registered office, should administrative restrictions allow it, otherwise on abovementioned Company's website.

The Board of Directors

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Dassault Systèmes SA published this content on 02 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2022 09:46:01 UTC.