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Expert Corporate Governance Service (ECGS)
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Dassault Systèmes – AGM 26 May 2020

ITEMS 5 and 8: The CEO's 2020 compensation policy includes 3 major changes (inclusion of an ESG criterion in the bonus, extension of the measurement period for the performance shares criterion and communication of the objective of this criterion) which make this 2020 policy preferable to the previous policy. We therefore support Resolution 5. But this policy still allows excessive amounts to be awarded and does not respect our voting policy. Only the rejection of resolution 8 related to the remuneration report would force the board to present a revised remuneration policy to the general meeting of shareholders. ECGS would like to see the board propose an amended compensation policy and we therefore recommend opposing resolution 8.

ITEMS 17 to 22: The PACTE Law now allows the General Meeting to delegate to the Board of Directors competence or powers in matters of mergers, demergers and partial asset contributions via Article L236-9 II of the French Commercial Code. The company is therefore proposing 6 resolutions in line with this change that would allow the Board to implement this type of operation (and any related capital increases) without consulting the Shareholders' Meeting. It seems necessary to us that shareholders should be able to study the specific operations that the company wishes to implement after the merger auditor's report has been made available. It therefore does not seem healthy to us to grant this delegation of authority. We therefore do not support resolutions 17 to 22.

Underlying
Dassault Systemes SA

Dassault Systemes provides software products & consulting services. Co.'s software applications allow businesses to digitally define, simulate products, the processes & resources required to manufacture, maintain & recycle them. Co. also provides services, principally to large customers. These services comprise mainly consulting services in methodology for design, deployment & support, training services & engineering services. Co.'s activities can be divided into two segments: the PLM market supports product development, production, maintenance & lifecycle management; & the Mainstream 3D market, which is primarily focused on product design.

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