05/20/2026 - Elements relating to the Chief Executive Officer & Chairman's compensation
Information relating to the compensation of the Chief Executive Officer & Chairman
Board of Directors of May 20, 2026
Pursuant to the authorization of the Shareholders’ General Meeting held on May 20, 2026, the Board of Directors of Dassault Systèmes SE, during its meeting held the same day, decided, based on recommendation from the Compensation and Nomination Committee, to grant to Mr. Pascal Daloz, Chief Executive Officer:
- 450 000 performance shares that would be vested at the end of a classic three-year vesting period; and
- on an exceptional basis, 225,000 performance shares, that would be vested at the end of an exceptional two-year vesting period.
These shares will be acquired, at the end of their respective acquisition period (on May 22, 2028 and on May 22, 2029), subject, in accordance with the AFEP-MEDEF Code, to the fulfillment of a presence condition and a performance condition.
Such performance condition relies on the following criteria:
- For the exceptional tranche (acquisition period of 2 years):
- two financial criteria (80% of the criteria total weight):
- the growth in diluted net earnings per share on a non-IFRS consolidated basis, neutralized from currency effects, (hereinafter “EPS”) achieved in 2027 compared with EPS achieved in 2025. This criterion represents two-thirds of the financial criteria,
- the growth of the conversion rate of operating income (non-IFRS) to operating cash flow (hereinafter “the Conversion Rate”) achieved in 2027 compared with the Conversion Rate achieved in 2025. This criterion represents one-third of the financial criteria;
- an ESG multi-criteria indicator (20% of the criteria total weight), described in page 350 of the 2025 Universal registration document, filed at the Autorités des marchés financiers on March 31, 2026 (“2025 URD”).
- two financial criteria (80% of the criteria total weight):
- For the other tranche (acquisition period of 3 years):
- two financial criteria (80% of the criteria total weight):
- the growth in EPS, neutralized from currency effects, achieved in 2028 compared with EPS achieved in 2025. This criterion represents two-thirds of the financial criteria,
- the growth of the Conversion Rate achieved in 2028 compared with the Conversion Rate achieved in 2025. This criterion represents one-third of the financial criteria;
- an ESG multi-criteria indicator (20% of the criteria total weight), described in page 350 of the 2025 Universal registration document, filed at the Autorités des marchés financiers on March 31, 2026 (“2025 URD”).
- two financial criteria (80% of the criteria total weight):
No performance share shall be acquired by Pascal Daloz if the level of achievement of the objectives for each of these criteria is below the minimum levels set by the Board. These minimum levels and the corresponding payout levels are described page 351 of the 2025 URD. In case of outperformance, the number of shares acquired is capped at 100%.
These presence and performance conditions are identical to those applicable to the employees who are beneficiaries (excluding MEDIDATA).
In accordance with the AFEP-MEDEF Code and AMF recommendations, the Board held on May 20, 2026 has decided that Mr. Pascal Daloz shall keep at least 15% of the granted shares, this percentage being calculated after deduction of the number of shares which would be necessary to sell to pay taxes, social charges and expenses related to the sale of the total number of vested performance shares.
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