Annual Report 2010

2APR201005152014 Annual Report 2010 This document is an English-language translation of Dassault Systemes’` Document de ref´ erence´ (registration document), which was filed with the AMF (French Financial Markets Authority) on April 1, 2011, in accordance with Articles 212-13 of the AMF General Regulation. Only the French version of the Document de ref´ erence´ is legally binding. DASSAULT SYSTEMES` Annual Report 2010 1 General This Annual Report 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 Monetary and Financial Code and article 222-3 of the AMF General Regulation, and – the annual management report of the Company’s Board of Directors, which must be provided to the general shareholders’ meeting approving the financial statements for each completed fiscal year, pursuant to articles L. 225-100 et seq. of the French Commercial Code. The index set forth below provides cross-references to the relevant portions of these two reports. All references to ‘‘euro’’ or to the symbol ‘‘e’’ 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 of America. As used herein, ‘‘Dassault Systemes’’,` the ‘‘Company’’ or the ‘‘Group’’ refers to Dassault Systemes` SA and its direct and indirect subsidiaries. ‘‘Dassault Systemes` SA’’ refers only to the French parent company of the Group. In compliance with article 28 of European Regulation no 809/2004 of the Commission, the following information is incorporated by reference in this Annual Report: • the consolidated financial statements on pages 95 to 128 (inclusive), the parent company financial statements on pages 129 to 150 (inclusive), and the related audit reports on pages 152 to 158 (inclusive) of the English-language translation of the registration document for the year 2009 filed with the AMF (French Financial Markets Authority) on April 1, 2010, under no D.10-0206; • the financial information on pages 40 to 54 (inclusive) of the registration document for the year 2009 filed with the AMF on April 1, 2010, under no D.10-0206; • the consolidated financial statements on pages 90 to 123 (inclusive), the parent company financial statements on pages 124 to 144 (inclusive) and the related audit reports on pages 146 to 151 (inclusive) of the English-language translation of the registration document for the year 2008 filed with the AMF on April 2, 2009, under no D.09-0184; • the financial information on pages 36 to 49 (inclusive) of the registration document for the year 2008 filed with the AMF on April 2, 2009, under no D.09-0184. The portions of these documents which are not incorporated herein are either not of interest for current investors, or are covered in another section of this Annual Report. 2 DASSAULT SYSTEMES` Annual Report 2010 Contents The table of contents below follows the nomenclature set forth in Annex I of the European Regulation no 809/2004 applying the European Directive known as the ‘‘Prospectus Directive’’ 2003/71/CE. PERSON RESPONSIBLE p. 6 RESEARCH AND DEVELOPMENT, 1111.1 Person Responsible for the Registration PATENTS AND LICENSES p. 56 Document p. 6 11.1 Overview p. 56 1.2 Certification by the Person Responsible for the 11.2 Intellectual Property p. 56 Registration Document p. 6 2 STATUTORY AUDITORS p. 7 12 TREND INFORMATION p. 58 SELECTED FINANCIAL PROFIT FORECASTS OR 3 INFORMATION p. 8 13 ESTIMATES p. 59 RISK FACTORS p. 9 ADMINISTRATIVE, MANAGEMENT 4 4.1 Risks Related to the Company’s Business p. 9 AND SUPERVISORY BODIES AND 4.2 Market Risk p. 15 14 SENIOR MANAGEMENT p. 60 4.3 Insurance p. 19 14.1 Board of Directors and Executive Officers p. 60 INFORMATION ABOUT THE 14.2 Administrative, Management and ISSUER p. 21 Supervisory Bodies and Senior 5 Management Conflicts of Interests p. 66 5.1 History and Development of the Company p. 21 5.2 Investments p. 23 REMUNERATION AND BUSINESS OVERVIEW p. 24 15 BENEFITS p. 67 6 6.1 Principal Activities p. 24 15.1 Compensation of the Company’s Executive 6.2 Principal Markets p. 27 Directors (‘‘Mandataires Sociaux’’) p. 67 15.2 Transactions in the Company’s Shares by ORGANIZATIONAL the Management of the Company p. 74 STRUCTURE p. 33 7 BOARD PRACTICES p. 79 7.1 Dassault Systemes` SA’s Position within the Group p. 33 16 16.1 Report on Corporate Governance and Internal 7.2 Principal Subsidiaries of the Company p. 33 Control p. 79 16.2 Report of the Statutory Auditors on PROPERTY, PLANT AND Corporate Governance and Internal 8 EQUIPMENT p. 34 Control p. 90 8.1 Properties Occupied by the Company and Other EMPLOYEES p. 91 Important Existing or Planned Real Estate 17.1 Social Report p. 91 Interests p. 34 17 17.2 Shareholdings and Stock Options of the Directors 8.2 Industrial and Environmental Risk p. 35 and Executive Officers p. 107 8.3 Environmental Report p. 36 17.3 Arrangements for Involving the OPERATING AND FINANCIAL Employees in the Capital of the Issuer p. 109 9 REVIEW p. 42 MAJOR SHAREHOLDERS p. 110 9.1 General p. 42 18.1 Shareholder Base p. 110 9.2 Consolidated Information: 2010 Compared 18 18.2 Voting Rights p. 111 to 2009 p. 47 18.3 Controlling Shareholder p. 112 9.3 Revenue and Operating Income by 18.4 Shareholder Agreements p. 112 Segment p. 52 9.4 Trends in Quarterly Results p. 54 RELATED PARTY 9.5 Off-Balance Sheet Arrangements p. 54 TRANSACTIONS p. 113 9.6 Tabular Disclosure of Contractual 19 Obligations p. 54 10 CAPITAL RESOURCES p. 55 DASSAULT SYSTEMES` Annual Report 2010 3 FINANCIAL INFORMATION THIRD-PARTY INFORMATION AND 20CONCERNING THE ISSUER’S 23 STATEMENTS BY EXPERTS AND ASSETS AND LIABILITIES, DECLARATIONS OF ANY FINANCIAL POSITION AND PROFITS INTEREST p. 192 AND LOSSES p. 114 DOCUMENTS AVAILABLE TO THE 20.1 Historical Financial Information p. 114 PUBLIC p. 193 20.2 Pro forma Financial Information p. 150 24 20.3 Parent Company Financial Statements p. 150 24.1 Person Responsible for Financial 20.4 Reports of the Statutory Auditors for 2010 p. 174 Communications p. 193 20.5 Date of the Last Financial Statements p. 179 24.2 Indicative Timetable for the Publication of 20.6 Interim and Other Financial Information p. 179 Financial Information p. 193 20.7 Dividend Policy p. 179 24.3 Annual Information Document 2010 p. 193 20.8 Legal and Arbitration Proceedings p. 180 INFORMATION ON HOLDINGS p. 197 20.9 Significant Change in the Issuer’s Financial or Trading Position since 25 December 31, 2010 p. 180 SHAREHOLDERS’ MEETING p. 198 ADDITIONAL INFORMATION p. 181 26 26.1 Presentation of the Resolutions Proposed by the 21 21.1 Share Capital p. 181 Board of Directors to the General Meeting of 21.2 Memorandum and By-laws p. 185 May 26, 2011 p. 198 21.3 Market Information p. 190 26.2 Draft Resolutions Proposed by the Board of Directors to the General Meeting of 22 MATERIAL CONTRACTS p. 191 Shareholders on May 26, 2011 p. 203 4 DASSAULT SYSTEMES` Annual Report 2010 CROSS-REFERENCE TABLE In order to make it easier to read this document, the cross-reference table below identifies in this Registration document: – the information included in the annual financial report which must be published by listed companies in accordance with the provisions of the French Monetary and Financial Code, which reflects the transposition of the European Directive known as the ‘‘Transparency Directive’’ 2004/109/CE; and – the information included in the annual management report which must be prepared by the Company’s Board of Directors, as required by articles L. 225-100 et seq. of the French Commercial Code. ‘‘TRANSPARENCY DIRECTIVE’’ ANNUAL FINANCIAL REPORT REGISTRATION DOCUMENT PAGE 1. PARENT COMPANY FINANCIAL STATEMENTS Section 20.3 150 2. CONSOLIDATED FINANCIAL STATEMENTS Section 20.1 114 3. MANAGEMENT REPORT See ‘‘Annual Management Report’’ below 4. DECLARATION OF RESPONSIBILITY Section 1.2 6 5. STATUTORY REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS Section 20.4.1 174 6. STATUTORY REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS Section 20.4.2 175 7. FEES PAID TO INDEPENDENT AUDITORS Chapter 2 7 ANNUAL MANAGEMENT REPORT – L. 225-100 ET SEQ OF THE FRENCH COMMERCIAL CODE REGISTRATION DOCUMENT 1. GROUP BUSINESS REPORT Chapters 6 and 9 24 and 42 2. BUSINESS AND RESULTS OF OPERATIONS OF THE PARENT COMPANY DASSAULT SYSTEMES SA Chapter 7 and Section 20.3 33 and 150 3. EQUITY HOLDINGS – CONTROLLED COMPANIES – SUBSIDIARIES Chapter 7 33 4. SOCIAL AND ENVIRONMENTAL INFORMATION Sections 8.3 and 17.1 36 and 91 60, 67 and 79 5. ADMINISTRATIVE AND MANAGEMENT BODIES Chapters 14, 15 and 16 107, 177 and and Sections 17.2, 20.4.3 and 26.1 198 6. SHARE CAPITAL Chapters 18 and 21 110 and 181 7. EXPLANATION OF THE RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS Section 26.1 198 8. PRESENTATION OF THE RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS Section 26.2 203 9. SUMMARY OF CURRENT DELEGATIONS TO THE BOARD OF DIRECTORS AND THEIR USAGE DURING THE YEAR 2010 Section 21.1.3 183 10. SELECTED FINANCIAL INFORMATION OVER FIVE YEARS Section 20.3.2 173 11. REPORT OF THE CHAIRMAN OF THE BOARD ON CORPORATE GOVERNANCE AND INTERNAL CONTROL Section 16.1 79 12. INFORMATION REQUIRED BY ARTICLE L. 225-100-3 Section 16.1 79 13.

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