Dassault Systemes : 2021 voting results

Annual Shareholders' Meeting of May 26, 2021

Voting results

The Annual Shareholders' Meeting of the Company was held on May 26, 2021 in camera. The resolutions submitted to the vote of the Shareholders have been adopted as below.

Total number of shares with voting rights2

Number of shareholders present, represented, represented by the Chairman of the Board or voting by post

Number of votes of shareholders present, represented, represented by the Chairman of theBoard or voting by post

For all resolutions except the	For the resolution 31
resolution 3
	261,422,639
261,422,639
4,521	4,519
	350,740,387
350,740,405

Ordinary General Meeting

										Number of			Part of the			For				Against		Abstention
							Total			shares			share capital
	N°			Adopted Resolutions			number of			represented			represented			Number of						Number						Number
					expressed			by the			by the					%					%					%
													votes					of votes					of votes
							votes3			expressed			expressed
										votes			votes4
1			Approval of the parent company annual financial	350,608,787		221,448,840		83.368%		350,575,320			> 99.99 %		33,467		< 0.01%		131,618			-
		statements for the year ended on December 31, 2020
2			Approval of the consolidated financial statements for	350,608,747		221,448,840		83.368%		350,575,512			> 99.99 %		33,235		< 0.01%		131,658			-
		the year ended on December 31, 2020
3			Allocation of the results for the year ended on	350,707,186		221,448,822		83.368%		350,703,640			> 99.99 %		3,546		< 0.01%		33,201			-
		December 31, 2020
4			Related-party agreements (conventions réglementées)	350,706,528		221,448,840		83.368%		350,705,289			> 99.99 %		1,239		< 0.01%		33,877			-
5			Compensation Policy for corporate officers	350,490,260		221,448,840		83.368%		277,220,471			79.10 %		73,269,789		20.90%		250,145			-

1. As per article 11 of the by-laws of the company, in case of stripping of the ownership of the shares, the voting right attached to the share belongs to the bare owner, except for the decisions relating to the allocation of profits for which it belongs to the beneficial owner.
2. Total number of shares with a voting right as of the Record Date (May 24, 2021 at 0:00 am, Paris time).
3. It is reminded that pursuant to the applicable legal provisions and article 29, para 3 of the by-laws of the company, for the calculation of the majority, the votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has returned a blank or spoilt ballot paper.
4. Based on the total number of shares with a voting right as of the Record Date.

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										Number of			Part of the			For				Against		Abstention
							Total			shares			share capital
	N°			Adopted Resolutions			number of			represented			represented			Number of						Number						Number
					expressed			by the			by the					%					%					%
													votes					of votes					of votes
							votes3			expressed			expressed
										votes			votes4
				Compensation elements paid in 2020 or granted with
6			respect to 2020 to Mr. Charles Edelstenne, Chairman	350,565,911		221,448,840		83.368%		344,522,900			98.28%		6,043,011		1.72%		174,494			-
				of the Board of Directors
				Compensation elements paid in 2020 with respect to
7			2020 to Mr. Bernard Charlès, Vice-Chairman of the	350,456,635		221,448,840		83.368%		277,433,258			79.16%		73,023,377		20.84%		283,770			-
				Board of Directors and Chief Executive Officer
				Approval of the information contained in the
				corporate governance report and relating to the
8			compensation of the corporate officers (mandataires	350,493,896		221,448,840		83.368%		341,577,958			97.46%		8,915,938		2.54%		246,509			-
				sociaux) (Article L. 22-10-9 of the French Commercial
				Code)
9			Reappointment of Ms. Odile Desforges	350,280,474		221,448,840		83.368%		349,653,128			99.82%		627,346		0.18%		459,931			-
10			Reappointment of Mr. Soumitra Dutta	350,511,191		221,448,840		83.368%		339,201,124			96.77%		11,310,067		3.23%		229,214			-
				Ratification of the appointment of Mr. Pascal Daloz as
11			a director on a temporary basis by the Board of	350,638,045		221,448,840		83.368%		347,312,916			99.05%		3,325,129		0.95%		102,360			-
				Directors
12			Authorization to repurchase Dassault Systèmes	350,671,321		221,448,840		83.368%		349,467,282			99.66%		1,204,039		0.34%		69,084			-
		shares

2

Extraordinary General Meeting

											Number of			Part of the			For				Against		Abstention
								Total			shares			share capital
	N°				Adopted Resolutions			number of			represented			represented			Number of						Number						Number
						expressed			by the			by the					%					%					%
														votes					of votes					of votes
								votes5			expressed			expressed
											votes			votes6
				Authorization granted to the Board of Directors to
13			reduce the share capital by cancellation of previously	350,721,218		221,448,840		83.368%		349,796,662			99.74%		924,556		0.26%		19,187			-
		repurchased shares in the framework of the share
				buyback program
				Delegation of authority granted to the Board of
				Directors to increase the share capital by issuing
				shares or equity securities giving access to other
14			equity	securities of the Company or	giving	350,721,171		221,448,840		83.368%		350,519,620			99.94%		201,551		0.06%		19,234			-
		entitlement to the allocation of debt securities and to
				issue securities giving access to the Company's equity
				securities to be issued, with preferential subscription
				rights for shareholders
				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
15			entitlement to the allocation of debt securities and to	350,719,572		221,448,115		83.367%		343,988,230			98.08%		6,731,342		1.92%		19,389			-
		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
				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
16			allocation of debt securities and to issue securities	350,721,020		221,448,840		83.368%		341,623,691			97.41%		9,097,329		2.59%		19,385			-
				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

1. It is reminded that pursuant to the applicable legal provisions and article 29, para 3 of the by-laws of the company, for the calculation of the majority, the votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has returned a blank or spoilt ballot paper.
2. Based on the total number of shares with a voting right as of the Record Date.

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													Number of			Part of the			For				Against		Abstention
										Total			shares			share capital
	N°				Adopted Resolutions			number of			represented			represented			Number of						Number						Number
						expressed			by the			by the					%					%					%
																votes					of votes					of votes
										votes5			expressed			expressed
													votes			votes6
				Delegation of authority granted to the Board of
17			Directors to increase the number of securities to be	350,705,843		221,448,840		83.368%		342,186,028			97.57%		8,519,815		2.43%		34,562			-
		issued in the event of a share capital increase with or
				without preferential subscription rights
				Delegation of authority granted to the Board of
18			Directors to increase the share capital by	350,722,386		221,448,840		83.368%		350,626,980			99.97%		95,406		0.03%		18,019			-
				incorporation of reserves, profits or premiums
				Delegation of powers granted to the Board of
				Directors to increase the share capital by issuing
				shares or equity securities giving access to other
19			equity	securities or	giving	entitlement to the	350,722,917		221,448,840		83.368%		347,819,575			99.17%		2,903,342		0.83%		17,488			-
		allocation of debt securities as well as to the securities
				giving access to equity securities to be issued, up to a
				maximum of 10%, to remunerate contributions in kind
				of shares or equity-linked securities
				Authorization granted to the Board of Directors to
				allocate Company shares to corporate officers
20			(mandataires sociaux) and employees of the Company	350,578,991		221,448,840		83.368%		325,087,036			92.73%		25,491,955		7.27%		161,414			-
		and its affiliated companies, entailing automatically
				that	shareholders	waive	their	preferential
				subscription rights
				Authorization of the Board of Directors to increase the
21			share capital for the benefit of members of a corporate	350,721,279		221,448,840		83.368%		350,261,593			99.87%		459,686		0.13%		19,126			-
				savings, without preferential subscription rights
				Delegation of authority granted to the Board of
22			Directors to increase the share capital for the benefit	350,720,665		221,448,840		83.368%		350,241,589			99.86%		479,076		0.14%		19,740			-
		of a category of beneficiaries, without preferential
				subscription rights
23			Five-for-one stock split				350,701,992		221,448,840		83.368%		350,698,260			> 99.99%		3,732		< 0.01%		38,413			-

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Ordinary and Extraordinary General Meeting

Number of

Part of the

Pour

Contre

Abstention

Total

shares

share capital

N°

Adopted Resolutions

number of

represented

represented

Number of

Number

Number

expressed

by the

by the

%

%

%

votes

of votes

of votes

votes7

expressed

expressed

votes

votes8

24

Powers for formalities

350,706,597

221,448,840

83.368%

350,705,858

> 99.99%

739

< 0.01%

33,808

-

1. It is reminded that pursuant to the applicable legal provisions and article 29, para 3 of the by-laws of the company, for the calculation of the majority, the votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has returned a blank or spoilt ballot paper.
2. Based on the total number of shares with a voting right as of the Record Date.

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