Annual Shareholders' Meeting of May 22, 2024

Voting results

The Annual Shareholders' Meeting of the Company was held on May 22, 2024. The resolutions submitted to the vote of the Shareholders have been adopted as below.

For all resolutions except the

For the resolution 31

resolution 3

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 the Board or voting by post

1,310,161,7971,310,161,797

8,491

8,490

1,784,090,7041,784,078,983

Ordinary General Meeting

Number of

Part of the

For

Against

Abstention

share

Total

shares

capital

number of

represented

N°

Adopted Resolutions

represente

Number of

Number of

Number

votes taken

by the

%

%

%

d by the

votes

votes

of votes

into account3

expressed

expressed

votes

votes4

1

Approval of the parent company annual financial

1,781,688,694

1,127,396,585

84.204%

1,779,802,353

99.89%

1,886,341

0.11%

2,402,010

-

statements for the year ended on December 31, 2023

2

Approval of the consolidated financial statements for

1,781,688,594

1,127,396,585

84.204%

1,780,949,144

99.96%

739,450

0.04%

2,402,110

-

the year ended on December 31, 2023

3

Allocation of profit for the year ended on December

1,783,973,799

1,127,390,176

84.204%

1,782,656,762

99.93%

1,317,037

0.07%

105,184

-

31, 2023

4

Related-party agreements (conventions réglementées)

1,783,952,097

1,127,396,585

84.204%

1,783,685,920

99.99%

266,177

0.01%

138,607

-

  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 20, 2024 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 taken into account 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.

1

Number of

Part of the

For

Against

Abstention

share

Total

shares

capital

number of

represented

N°

Adopted Resolutions

represente

Number of

Number of

Number

votes taken

by the

%

%

%

d by the

votes

votes

of votes

into account3

expressed

expressed

votes

votes4

Appointment of PricewaterhouseCoopers Audit as

5

Auditor in charge of Certifying Sustainability

1,783,684,486

1,127,396,585

84.204%

1,767,667,632

99.10%

16,016,854

0.90%

406,218

-

Reporting

6

Compensation

Policy for

corporate

officers

1,783,892,730

1,127,396,585

84.204%

1,435,974,868

80.50%

347,917,862

19.50%

197,974

-

(mandataires sociaux)

Compensation elements paid or granted in 2023 to Mr.

7

Charles Edelstenne, Chairman of the Board of

1,783,937,207

1,127,396,585

84.204%

1,751,786,885

98.20%

32,150,322

1.80%

153,497

-

Directors until January 8, 2023

Compensation elements paid or granted in 2023 to Mr.

Bernard Charlès, Vice chairman of the Board of

8

Directors and Chief Executive Officer until January 8,

1,779,861,962

1,127,396,585

84.204%

1,401,315,081

78.73%

378,546,881

21.27%

4,228,742

-

2023, then Chairman & Chief Executive Officer until

December 31, 2023

Compensation elements paid or granted in 2023 to Mr.

9

Pascal Daloz, Deputy CEO & Chief Operating Officer

1,774,006,076

1,127,396,585

84.204%

1,617,430,478

91.17%

156,575,598

8.83%

10,084,628

-

from January 9 to December 31, 2023

Approval of the information contained in the

corporate governance report and relating to the

10

compensation of corporate officers (mandataires

1,783,999,923

1,127,396,585

84.204%

1,479,365,758

82.92%

304,634,165

17.08%

90,781

-

sociaux) (Article L. 22-10-9 of the French Commercial

Code)

11

Appointment of a new director

1,782,374,881

1,127,396,585

84.204%

1,613,731,542

90.54%

168,643,339

9.46%

1,715,823

-

12

Reappointment of Ms. Laurence Daures

1,783,835,266

1,127,396,585

84.204%

1,603,500,418

89.89%

180,334,848

10.11%

255,438

13

Authorization

to repurchase

Dassault

Systèmes'

1,783,793,450

1,127,396,585

84.204%

1,778,584,161

99.71%

5,209,289

0.29%

297,254

-

shares

2

Extraordinary General Meeting

Number of

Part of the

For

Against

Abstention

share

Total

shares

capital

number of

represented

N°

Adopted Resolutions

represente

Number of

Number of

Number

votes taken

by the

%

%

%

d by the

votes

votes

of votes

into account5

expressed

expressed

votes

votes6

Authorization granted to the Board of Directors to

14

reduce the share capital by cancellation of previously

1,783,977,226

1,127,396,585

84.204%

1,778,868,515

99.71%

5,108,711

0.29%

113,478

-

repurchased shares in the framework of the share

buyback program

Authorization of the Board of Directors to increase the

15

share capital for the benefit of members of a corporate

1,783,974,421

1,127,396,585

84.204%

1,783,551,872

99.98%

422,549

0.02%

116,283

-

savings plan, without preferential subscription rights

Delegation of authority granted to the Board of

Directors to increase the share capital for the benefit

16

of a category of beneficiaries, without preferential

1,783,972,177

1,127,396,585

84.204%

1,783,486,514

99.97%

485,663

0.03%

118,527

-

subscription rights, under an employee shareholding

plan

Delegation of authority granted to the Board of

17

Directors to decide on one or more mergers by

1,782,259,424

1,127,396,585

84.204%

1,386,628,832

77.80%

395,630,592

22.20%

1,831,280

-

absorption

Delegation of authority granted to the Board of

Directors to increase the share capital by issuing

18

shares, in the event that the Board of Directors makes

1,783,949,865

1,127,396,585

84.204%

1,393,279,525

78.10%

390,670,340

21.90%

140,839

-

use of its delegation of authority to decide on one or

more mergers by absorption

  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 taken into account 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.

3

Number of

Part of the

For

Against

Abstention

share

Total

shares

capital

number of

represented

N°

Adopted Resolutions

represente

Number of

Number of

Number

votes taken

by the

%

%

%

d by the

votes

votes

of votes

into account7

expressed

expressed

votes

votes8

19

Delegation

of authority granted to the Board of

1,782,243,513

1,127,396,585

84.204%

1,384,367,042

77.68%

397,876,471

22.32%

1,847,191

-

Directors to decide one or more demergers

Delegation of authority granted to the Board of

Directors to increase the share capital by issuing

20

shares, in the event that the Board of Directors makes

1,783,935,684

1,127,396,585

84.204%

1,393,250,638

78.10%

390,685,046

21.90%

155,020

-

use of the delegation of authority granted to the Board

of Directors to decide on one or more demergers

21

Delegation

of authority granted to the Board of

1,781,038,887

1,127,396,585

84.204%

1,384,205,029

77.72%

396,833,858

22.28%

3,051,817

-

Directors to decide one or more partial demergers

Delegation of authority granted to the Board of

Directors to increase the share capital by issuing

22

shares, in the event that the Board of Directors makes

1,783,944,919

1,127,396,585

84.204%

1,393,900,402

78.14%

390,044,517

21.86%

145,785

-

use of the delegation of authority granted to the Board

of Directors to decide on one or more partial

demergers

Ordinary and Extraordinary General Meeting

Number of

Part of the

Pour

Contre

Abstention

share

Total

shares

capital

number of

represented

N°

Adopted Resolutions

represente

Number of

Number

Number

votes taken

by the

%

%

%

d by the

votes

of votes

of votes

into account9

expressed

expressed

votes

votes10

23

Powers for formalities

1,783,996,101

1,127,396,585

84.204%

1,783,652,015

99.98%

344,086

0.02%

94,603

-

  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 taken into account 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.
  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 taken into account 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.

4

Attachments

Disclaimer

Dassault Systèmes SE published this content on 23 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2024 16:37:34 UTC.