2015 3DEXPERIENCE® GROUP PRESENTATION FINANCIAL REVIEW & STATEMENTS ANNUAL REPORT CORPORATE GOVERNANCE DASSAULT SYSTÈMES FINANCIAL REPORT GENERAL MEETING OF SHAREHOLDERS 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 8 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 27 to Corporate Offi cers (mandataires sociaux) 172 1.6 Risk factors 28 5.4 Transactions in the Company’s Shares by the Management of the Company 181 5.5 Statutory Auditors 184 SOCIAL, SOCIETAL AND 2 ENVIRONMENTAL RESPONSIBILITY 37 2.1 Social and Societal Responsibility 38 INFORMATION ABOUT DASSAULT SYSTÈMES SE, THE SHARE 2.2 Environmental Responsibility 58 6 CAPITAL AND THE OWNERSHIP 2.3 Independent Verifi er’s Attestation STRUCTURE 185 and Assurance Report on Social, Societal and Environmental Information 68 6.1 Information about Dassault Systèmes SE 186 6.2 Information about the Share Capital 189 FINANCIAL REVIEW AND PROSPECTS 71 6.3 Information about the Shareholders 194 3 6.4 Stock Market Information 199 3.1 Operating and Financial Review 72 3.2 2016 Financial Objectives and Multi-Year Growth Plan 83 3.3 Interim and Other Financial Information 84 7 GENERAL MEETING 201 7.1 Presentation of the Resolutions Proposed by the Board of Directors to the General Meeting FINANCIAL STATEMENTS 85 on May 26, 2016 202 7.2 Draft Resolutions Proposed by the Board of Directors 4 4.1 Consolidated Financial Statements 86 to the General Meeting on May 26, 2016 208 4.2 Parent Company Financial Statements 124 4.3 Legal and Arbitration Proceedings 150 CROSS-REFERENCE TABLES 216 ANNUAL REPORT 2015 ANNUAL FINANCIAL REPORT This document is an English-language translation of Dassault Systèmes’ Document de référence (Annual Report), which was fi led with the AMF (French Financial Markets Authority) on March 23 , 2016, 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 2015 1 GENERAL This Annual Report also includes: In compliance with Article 28 of European Regulation no. 809/2004 of the Commission, the following information } the annual fi nancial report to be prepared and published by is incorporated by reference in this Annual Report: every listed company within four months of the end of its fi scal year, pursuant to Article L. 451-1-2 of the Monetary } the consolidated fi nancial statements on pages 84 to 120 and Financial Code and Article 222-3 of the French Financial (inclusive), the parent company fi nancial statements on Markets Authority (“AMF”) General Regulation; and pages 123 to 143 (inclusive), and the related audit reports on pages 121 to 122 and, 145 to 148 (inclusive) of the Annual } the annual management report of Dassault Systèmes SE’s Report ( Board of Directors, which must be provided to the Document de référence) for the year 2014 fi led with General Meeting of Shareholders approving the fi nancial the AMF on March 24, 2015, under no. D. 15- 0195; statements for each completed fi scal year, pursuant to } the fi nancial information on pages 70 to 82 (inclusive) Articles L. 225-100 et seq. of the French Commercial Code. of the Annual Report (Document de référence) for the The index set forth on page 216 provides cross-references to year 2014 fi led with the AMF on March 24, 2015, under the relevant portions of these two reports. no. D. 15- 0195; All references to “euro” or to the symbol “€” refer to the legal } the consolidated fi nancial statements on pages 66 to 100 currency of the French Republic and certain countries of the (inclusive), the parent company fi nancial statements on European Union. All references to the “U.S. dollar” or to the pages 102 to 122 (inclusive), and the related audit reports symbol “$” refer to the legal currency of the United States. on pages 101, 124 to 127 (inclusive) of the Annual Report (Document de référence) for the year 2013 fi led with the As used herein, “Dassault Systèmes”, the “Company” or the AMF on March 28, 2014, under no. D. 14-0227; “Group” refers to Dassault Systèmes SE and all the companies included in the scope of consolidation. } the fi nancial information on pages 56 to 65 (inclusive) of the Annual Report (Document de référence) for the “Dassault Systèmes SE” refers only to the European parent year 2013 fi led with the AMF on March 28, 2014, under company of the Group,which is governed by French law . no. D. 14- 0227. 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 2015 DASSAULT SYSTÈMES PERSON RESPONSIBLE Person Responsible for the Annual Report Bernard Charlès – President and Chief Executive Offi cer. Certifi cation by the Person Responsible for the Annual Report Vélizy-Villacoublay, March 22 , 2016. I have received a completion letter (lettre de fin de travaux) from the auditors stating that they have verifi ed the information “I hereby certify, after having taken all reasonable measures regarding the fi nancial situation and the fi nancial statements for this purpose, that the information contained in this Annual included in this Annual Report and that they have read this Report (Document de référence) is, to my knowledge, in document in its entirety. accordance with the facts and that no information liable to affect its signifi cance has been omitted. The consolidated fi nancial statements for the year 2013 are covered by a report of the Statutory Auditors, set forth I certify that, to my knowledge, the fi nancial statements on page 101 of the English-language translation of the have been prepared in accordance with applicable accounting registration document for the year 2013 – fi led with the AMF standards and give a faithful representation of the assets, on March 28, 2014 under the number D. 14-0227 – which fi nancial situation and results of Dassault Systèmes SE and contains an observation”. all the companies included in the scope of consolidation, and that the “management report” included in this Annual Report, Bernard Charlès presents a faithful representation of the business trends, President and Chief Executive Offi cer results and fi nancial situation of Dassault Systèmes SE and all the companies included in the scope of consolidation as well as a description of the principal risks and uncertainties which they face. DASSAULT SYSTÈMES ANNUAL REPORT 2015 3 4 ANNUAL REPORT 2015 DASSAULT SYSTÈMES 1 PRESENTATION OF THE GROUP CONTENTS 1.1 Key Figures 6 1.5 Research and Development 27 1.5.1 Overview 27 1.2 History 8 1.5.2 Intellectual Property 27 1.2.1 History and Development of the Company 8 1.2.2 Investments 11 1.6 Risk factors 28 1.6.1 Risks Related to the Company’s Business 28 1.3 Group Organization 12 1.6.2 Financial and Market Risks 35 1.3.1 Dassault Systèmes SE’s Position within the Group 12 1.6.3 Insurance 36 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 18 1.4.3 Material Contracts 26 DASSAULT SYSTÈMES ANNUAL REPORT 2015 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 2015 and 2014 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) 2015 2014 2013 Total revenue €2,839.5 €2,294.3 €2,066.1 Software revenue 2,502.8 2,035.0 1,880.8 Operating income 633.2 430.8 503.0 As a percentage of total revenue 22.3% 18.8% 24.3% Net income attributable to equity holders of the Company 402.2 291.3 352.3 Diluted net income per share (1) €1.57 €1.14 €1.38 Dividend per share (1) €0.47 (2) €0.43 €0.42 Supplemental non-IFRS financial information (3) Total revenue €2,876.7 €2,346.7 €2,072.8 Software revenue 2,537.9 2,078.6 1,887.5 Operating income 884.9 699.2 652.8 As a percentage of total revenue 30.8% 29.8% 31.5% Net income attributable to equity holders of the Company 576.6 465.5 445.5 Diluted net income per share (1) €2.25 €1.82 €1.75 (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 26, 2016. (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.