Dassault Systemes : Preliminary notification to the General Shareholders' Meeting issued in the French Bulletin des Annonces Légales Obligatoires of April 11, 2022

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

PRELIMINARY NOTIFICATION TO THE GENERAL MEETING OF THE SHAREHOLDERS

The shareholders of Dassault Systèmes (the "Company") are informed that the Combined General Meeting of Shareholders will be held on Thursday May 19, 2022 at 3.00 pm, at the registered office, 10 rue Marcel Dassault - 78140 Vélizy-Villacoublay, France (the "General Meeting") - on the following agenda.

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.

  Ordinary and Extraordinary General Meeting:

• 21. Powers for formalities.

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Ordinary General Meeting

First resolution

Approval of the parent company annual 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 report of the Board of Directors and the parent company annual financial statements for the year ended December 31, 2021, as they have been presented.

The General Meeting consequently approves any transactions disclosed in these financial statements or summarized in these reports.

Second resolution

Approval of the consolidated financial statements

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 related to the consolidated financial statements of the Statutory Auditors, in addition to the explanations made orally, hereby approves in all respects the report of the Board of Directors and the consolidated financial statements for the year ended December 31, 2021, as they have been presented.

The General Meeting consequently approves any transactions disclosed by such consolidated financial statements or summarized in such reports.

Third resolution

Allocation of the results

The General Meeting, upon the proposal of the Board of Directors, hereby resolves to allocate the profit of the year amounting to €431,259, 400.24 (1) as follows:

● to the legal reserve	€70,354.68
● to a special reserve account(2)	€34,000.00
● for distribution to the 1,332,716,653 shares forming the share capital as of 12/31/2021 of a dividend of
(€0.17 x 1,332,716,653 shares)(3)	€256,561,831.01
● to retained earnings	€204,593,214.55
which, increased by the retained earnings from previous years of €2,737,981,454.38, brings the amount of
retained earnings to	€2,942,574,668.93

• (1) , This profit, increased by the retained earnings from previous years of €2,737,981,454.38 and after allocation to the legal reserve and the special reserve account, results in a distributable profit of €3,169,136,499.94.

• (2) In compliance with Article 238 bis AB, paragraph 5, of the French General Tax Code.

• (3) The aggregate amount of the dividend will be adjusted according to the change in the number of shares between January 1, 2022 and the date of this General Meeting. The capital increase in January 2022 linked to the "Together" employee shareholding plan, the cancellation of the corresponding number of shares in order to neutralize the dilutive effect of this plan and the exercise of share subscription options will thus be taken into account, it being specified that the maximum number of shares that may be issued on the exercise of options is 15,562,399, representing. a maximum additional dividend of €2,645,607.83.

Shares will be traded ex-dividend on May 23, 2022 and the dividend will be paid on May 25, 2022.

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 Systèmes, 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, 2022 and the date of this General Meeting. The amount required for payment of dividends for shares issued during this period will be taken from "retained earnings."

The amount distributed in this way to individual shareholders resident in France for tax purposes will be, where applicable:

- either subject to a flat-rate withholding tax of 30% (12.8% income tax and 17.2% social security contributions) (Article 117 quater of the French Tax Code);

-or, if an individual option is expressly and irrevocably exercised each year across the board for all income from securities, taken into account in determining shareholders' total income subject to the progressive rate of income tax for the year in which it is received (Article 200A 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: 2020 2019 2018

Dividend(1) (in euros)	0.56	0.70	0.65
After adjustment in order to reflect the five-for-one stock split of
Dassault Systèmes shares in effect as of July 7, 2021	0.11	0.14	0.13
Number of shares eligible for dividends(2)	262,608,350	260,681,320	259,679,976

• (1) Dividend 100% eligible for the 40% deduction provided for in Article 158-3-2° of the French Tax Code.

• (2) The numbers of shares indicated do not take into account the five-for-one stock split of Dassault Systèmes shares in effect as of July 7, 2021.

Fourth resolution

Related-party agreements

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.

Fifth resolution

Appointment of Principal Statutory Auditors

The General Meeting, having reviewed the report of the Board of Directors, decides to appoint KPMG S.A., member of the Compagnie Régionale des Commissaires aux comptes de Versailles, Tour Eqho, 2 avenue Gambetta - 92066 Paris-La Défense Cedex, as principal Statutory Auditors 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, 2027.

Sixth 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 Policy for Corporate Officers" of Chapter 5 "Corporate Governance" of the Universal registration document for 2021.

Seventh resolution

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

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 2021 or granted with respect to 2021 to Mr. Charles Edelstenne, Chairman of the Board of Directors, 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 2021.

Eighth resolution

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

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 2021 or granted with respect to 2021 to Mr. Bernard Charlès, Vice chairman of the Board of Directors and Chief Executive Officer, 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 2021.

Ninth 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 the Chief Executive Officer" of Chapter 5 "Corporate Governance" of the Universal registration document for 2021.

Tenth resolution

Reappointment of Mr. Charles Edelstenne

The General Meeting notes that Mr. Charles Edelstenne's term of office as a director expires at this General Meeting and re-appoints him 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, 2025.

Eleventh resolution

Reappointment of Mr. Bernard Charlès

The General Meeting notes that Mr. Bernard Charlès' term of office as a director expires at this General Meeting and re-appoints him 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, 2025.

Twelfth resolution

Reappointment of Mr. Pascal Daloz

The General Meeting notes that Mr. Pascal Daloz's term of office as a director expires at this General Meeting and re-appoints him 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, 2025.

Thirteenth resolution

Reappointment of Mr. Xavier Cauchois

The General Meeting notes that Mr. Xavier Cauchois' term of office as a director expires at this General Meeting and re-appoints him 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, 2025.

Fourteenth 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 20 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 Financial Markets Authority (AMF) General Regulation, Regulation (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.

This authorization may be used by the Board of Directors for the following purposes:

• 1) 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) meet obligations related to stock option grants or other allocations of shares to employees or corporate officers (mandataires sociaux) of Dassault Systèmes or of an affiliated company;

• 3) provide shares upon exercise of rights attached to securities giving access to the share capital of Dassault Systèmes;

• 4) 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) implement any stock-exchange market practice which may be accepted by law or by the Financial Markets Authority (AMF);

• 6) deliver shares in the context of external growth transactions, in particular through mergers, demerger, partial demerger or contributions in kind.

The acquisition, sale, transfer or exchange of such shares may be effected 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 20 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, 2022. 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 regulations and laws, about the potential changes of the program concerning the modified objectives.

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 the Company shall keep registers which record purchases and sales of shares pursuant to this program.

This authorization replaces and supersedes the previous share buyback program authorized by the Combined General Meeting of Shareholders of May 26, 2021, in its twelfth resolution.

Fifteenth resolution

Setting the amount of Compensation for Directors

The General Meeting sets the amount of compensation granted by the Board of Directors to directors at €900,000 for the current and subsequent fiscal years, until a further decision by the General Meeting on this issue.

Extraordinary General Meeting

Sixteenth 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, after having reviewed of 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, 2022.

Seventeenth 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, at its sole discretion, 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 allocated 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 fourteenth resolution of the General Meeting of May 26, 2021;

• 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 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) decides that this authorization cancels all previous authorizations relating to share capital increases reserved for members of corporate savings plans, and in particular, that granted by the General Meeting of Shareholders of May 26, 2021 in its twenty-first resolution.