THE FUTURE THROUGH THE EYES OF EXPERIENCE 2014 ANNUAL REPORT CONTENTS PERSON RESPONSIBLE 3 PRESENTATION OF THE GROUP 5 CORPORATE GOVERNANCE 151 1 1.1 Key Figures 6 5 5.1 Report of the Chairman on Corporate Governance 1.2 History 7 and Internal Control 152 1.3 Group Organization 12 5.2 Report of the Statutory Auditors on Corporate Governance and Internal Control 171 1.4 Business Activities 14 5.3 Summary of the Compensation and Benefi ts Due 1.5 Research and Development 26 to Directors 172 1.6 Risk factors 27 5.4 Transactions in the Company’s Shares by the Management of the Company 181 5.5 Statutory Auditors 186 SOCIAL, SOCIETAL AND 2 ENVIRONMENTAL RESPONSIBILITY 37 2.1 Social and Societal Responsibility 38 INFORMATION ABOUT 6 DASSAULT SYSTÈMES SA, THE SHARE 2.2 Environmental Responsibility 57 CAPITAL AND THE OWNERSHIP 2.3 Independent Verifi er’s Attestation and Assurance STRUCTURE 187 Report on Social, Societal and Environmental Information 66 6.1. Information about Dassault Systèmes SA 188 6.2 Information about the Share Capital 192 FINANCIAL REVIEW AND PROSPECTS 69 6.3 Information about the Shareholders 196 3 3.1 Operating and Financial Review 70 6.4 Stock Market Information 200 3.2 2015 Financial Objectives and Multi-Year Growth Plan 81 3.3 Interim and Other Financial Information 82 GENERAL MEETING 7 OF SHAREHOLDERS 201 FINANCIAL STATEMENTS 83 7.1 Presentation of the Resolutions Proposed 4 by the Board of Directors to the General Meeting 4.1 Consolidated Financial Statements 84 of Shareholders on May 28, 2015 202 4.2 Parent Company Financial Statements 123 7.2 Draft Resolutions Proposed by the Board 4.3 Legal and Arbitration Proceedings 149 of Directors to the General Meeting of Shareholders on May 28, 2015 208 CROSS-REFERENCE TABLES 220 ANNUAL REPORT 2014 ANNUAL FINANCIAL REPORT This document is an English-language translation of Dassault Systèmes’ Document de référence (Annual Report), which was filed with the AMF (French Financial Markets Authority) on March 24 , 2015, in accordance with Articles 212-13 of the AMF General Regulation. Only the French version of the Document de référence is legally binding. DASSAULT SYSTÈMES ANNUAL REPORT 2014 1 GENERAL This Annual Report also includes: In compliance with Article 28 of European Regulation no. 809/2004 of the Commission, the following information is incorporated } the annual financial report to be prepared and published by by reference in this Annual Report: every listed company within four months of the end of its fiscal year, pursuant to Article L. 451-1-2 of the Monetary } the consolidated financial statements on pages 66 and Financial Code and Article 222-3 of the French Financial to 100 (inclusive), the parent company financial statements Markets Authority (“AMF”) General Regulation; and on pages 102 to 122 (inclusive), and the related audit reports on pages 101, 124 to 127 (inclusive) of the Annual } the annual management report of Dassault Systèmes SA’s Report (Document de référence) for the year 2013 filed Board of Directors, which must be provided to the with the AMF on March 28, 2014, under no. D. 14-0227; General Meeting of Shareholders approving the financial statements for each completed fiscal year, pursuant to } the financial information on pages 56 to 65 (inclusive) Articles L. 225-100 et seq. of the French Commercial Code. of the Annual Report (Document de référence) for the year 2013 filed with the AMF on March 28, 2014, under The index set forth on page 220 provides cross-references to no. D. 14-0227; the relevant portions of these two reports. } the consolidated financial statements on pages 74 to 109 All references to “euro” or to the symbol “€” refer to the legal (inclusive), the parent company financial statements on currency of the French Republic and certain countries of the pages 111 to 134 (inclusive), and the related audit reports European Union. All references to the “U.S. dollar” or to the on pages 109 to 110, 136 to 140 (inclusive) of the Annual symbol “$” refer to the legal currency of the United States. Report (Document de référence) for the year 2012 filed As used herein, “Dassault Systèmes”, the “Company” or the with the AMF on April 3, 2013, under no. D. 13-0272; “Group” refers to Dassault Systèmes SA and all the companies } the financial information on pages 60 to 73 (inclusive) of the included in the scope of consolidation. Annual Report (Document de référence) for the year 2012 “Dassault Systèmes SA” refers only to the French parent filed with the AMF on April 3, 2013, under no. D. 13-0272. company of the Group. The portions of these documents which are not incorporated herein are either not relevant for current investors, or are covered in another section of this Annual Report. 2 ANNUAL REPORT 2014 DASSAULT SYSTÈMES PERSON RESPONSIBLE Person Responsible for the Annual Report Bernard Charlès – President and Chief Executive Officer. Certification by the Person Responsible for the Annual Report Vélizy-Villacoublay, March 24 , 2015. “I hereby certify, after having taken all reasonable measures I have received a completion letter (lettre de fin de travaux) from for this purpose, that the information contained in this Annual the auditors stating that they have verified the information Report (Document de référence) is, to my knowledge, in regarding the financial situation and the financial statements accordance with the facts and that no information liable to included in this Annual Report and that they have read this affect its significance has been omitted. document in its entirety. I certify that, to my knowledge, the financial statements The consolidated financial statements for the year 2013 have been prepared in accordance with applicable accounting are covered by a report of the Statutory Auditors, set forth standards and give a faithful representation of the assets, on page 101 of the English-language translation of the financial situation and results of Dassault Systèmes SA and all registration document for the year 2013 – filed with the AMF the companies included in the scope of consolidation, and that on March 28, 2014 under the number D.14-0227 – which the “management report” included in this Annual Report, as contains an observation”. indicated in the cross reference index below, presents a faithful Bernard Charlès representation of the business trends, results and financial situation of Dassault Systèmes SA and all the companies President and Chief Executive Officer included in the scope of consolidation as well as a description of the principal risks and uncertainties which they face. DASSAULT SYSTÈMES ANNUAL REPORT 2014 3 4 ANNUAL REPORT 2014 DASSAULT SYSTÈMES 1 PRESENTATION OF THE GROUP CONTENTS 1.1 Key Figures 6 1.5 Research and Development 26 1.5.1 Overview 26 1.2 History 7 1.5.2 Intellectual Property 26 1.2.1 History and Development of the Company 7 1.2.2 Investments 10 1.6 Risk factors 27 1.2.3 Facilities Strategy 11 1.6.1 Risks Related to the Company’s Business 27 1.6.2 Financial and Market Risks 34 1.3 Group Organization 12 1.6.3 Insurance 35 1.3.1 Dassault Systèmes SA’s Position within the Group 12 1.3.2 Principal Subsidiaries of the Company 13 1.4 Business Activities 14 1.4.1 Principal Activities 14 1.4.2 Principal Markets 17 1.4.3 Material Contracts 26 DASSAULT SYSTÈMES ANNUAL REPORT 2014 5 Presentation of the Group 1 Key Figures 1.1 Key Figures The selected financial information set forth below has been A financial review including a comparison of 2014 and 2013 prepared in accordance with International Financial Reporting can be found in Chapter 3, “Financial review and prospects”. Standards (“IFRS”) as adopted in the European Union, unless otherwise indicated. Year ended December 31, (in millions, except percentages and per share data) 2014 2013 2012 Total revenue €2,294.3 €2,066.1 €2,028.3 Operating income 430.8 503.0 501.0 As a percentage of total revenue 18.8% 24.3% 24.7% Net income attributable to equity holders of the Company 291.3 352.3 334.8 Diluted net income per share(1) €1.14 €1.38 €1.33 Dividend per share (1) €0.43(2) €0.42 €0.40 Supplemental non-IFRS financial information(3) Total revenue €2,346.7 €2,072.8 €2,038.5 Operating income 699.2 652.8 644.3 As a percentage of total revenue 29.8% 31.5% 31.6% Net income attributable to equity holders of the Company 465.5 445.5 424.5 Diluted net income per share(1) €1.82 €1.75 €1.69 (1) All historical per share data reflects the two-for-one stock split effected in July 2014 (see paragraph 6.2 “Information about the Share Capital”). (2) To be proposed for approval at the General Meeting of Shareholders scheduled for May 28, 2015. (3) Readers are cautioned that the supplemental non-IFRS financial information is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered in isolation from or as a substitute for IFRS measurements. The supplemental non-IFRS financial information should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with IFRS. Furthermore, the supplemental non-IFRS financial information may not be comparable to similarly titled adjusted measures used by other companies. For a reconciliation of this non-IFRS financial information with the Company’s audited financial statements, see paragraph 3.1.1.2 “Supplemental Non-IFRS Financial Information”. Year ended December 31, (in millions) 2014 2013 2012* ASSETS Cash, cash equivalents and short-term investments €1,175.5 €1,803.7 €1,319.1 Trade accounts receivable, net 627.7 472.6 457.8 Other assets 3,164.9 1,911.6 1,835.5 TOTAL ASSETS 4,968.1 4,187.9 3,612.4 LIABILITIES Borrowings 360.1 380.0 63.8 Other liabilities 1,664.5 1,197.4 1,211.7 Parent shareholders’ equity 2,943.5 2,610.5 2,336.9 TOTAL LIABILITIES €4,968.1 €4,187.9 €3,612.4 * Restated to reflect the adoption of revised IAS 19.