THALES (EPA:HO) - Thales launches its 2021 employee shareholding plan

Transparency directive : regulatory news

04/11/2021 10:00

PRESS RELEASE
4 November 2021
Paris La Défense, France

Thales: Launch of the 2021 Employee shareholding plan

Thales (Euronext Paris: HO) announces the launch of its 2021 employee
shareholding plan, which opened on Wednesday 3 November 2021. This offer is
available to the employees of the Group in 36 countries and will cover Thales
employees and retirees.
The purpose of this plan is to strengthen the relationship between Thales and
its employees by allowing them to be involved in the Group's future objectives,
performance and successes. The terms and conditions of this offer are detailed
below.
For any question regarding this offer, beneficiaries may contact their Human
Resources Manager and/or any other person as specified in the documents
delivered to the beneficiaries of the offer.

2021 Employee Shareholding Plan: terms and conditions

This shareholding plan is available to the Group employees in France,
Australia, Austria, Belgium, Brazil, Canada, China, Columbia, Czech Republic,
Denmark, Egypt, Finland, Germany, Hong Kong, India, Italy, Israel, Japan,
Mexico, Norway, Netherlands, Philippines, Poland, Portugal, Qatar, Romania,
Saudi Arabia, South Africa, Singapore, Spain, Sweden, Switzerland, Turkey,
United Arab Emirates, and United States of America, who will be eligible and
members of the Group's savings plan and under a Share Incentive Plan ("SIP")
scheme in the United Kingdom.

Available shares
The employee shareholding plan will consist in offering existing treasury
shares previously repurchased by Thales as part of a share buyback program
authorized by the general shareholders' meeting pursuant to Article L. 22-10-62
of the French Commercial Code. The sale of the shares to employees and retirees
who are members of the Group's savings plan will be implemented in accordance
with the provisions of Articles L. 3332-18 et seq. of the French Labour Code,
with the exception of the offer made in the United Kingdom, where it will be
carried out as part of a SIP.

On 24 November 2020, the Board of Directors decided to implement this employee
shareholding operation and delegated to the Chairman and Chief Executive
Officer the powers necessary for its implementation. In accordance with the
decision of the Board of Directors, the offer will cover a maximum number of
600,000 shares.

The Chairman and Chief Executive Officer, on the authority of the Board of
Directors, set the dates of the subscription period and set the purchase price
by decision dated 28 October 2021. The acquisition price is equal to 80% of the
reference price.

The reference price, noted by the Chairman and Chief Executive Officer on 28
October 2021 and equal to the average of the opening prices of the Thales share
on the Euronext Paris

market during the twenty (20) trading days preceding this date is EUR83.07. The
acquisition price is therefore EUR66.46. For the offer made in the United
Kingdom, the acquisition price will be determined in accordance with the rules
applicable in the context of a SIP.

As the shares acquired by beneficiaries of the offer are existing ordinary
shares, they are fully comparable to the existing ordinary shares comprising
Thales' share capital.

Conditions of the plan

* Employee Shareholding Plan Beneficiaries: the beneficiaries of the offer are
employees of companies in the scope of consolidation who have joined the
group's savings plan, regardless of the nature of their employment contract
(fixed-term or permanent, full-time or part-time) and who have three months of
employment. Retirees and early retirees of the Group's French companies who
joined the savings plan before they ceased to operate are beneficiaries of the
offer, provided they have retained assets in the Group's savings plan since
their retirement or early retirement.
In the United Kingdom, the Thales shareholding plan is implemented as part of a
Share Incentive Plan ("SIP").
* Companies within the scope of the offer:
o Thales, a company with a share capital of 640 097 874 euros, whose registered
office is located Tour Carpe Diem, place des Corolles, esplanade nord, 92400
Courbevoie, and
o Companies of the Thales group, in which Thales directly or indirectly holds
more than 50% of the share capital, having their registered office in France,
Australia, Austria, Belgium, Brazil, Canada, China, Columbia, Czech Republic,
Denmark, Egypt, Finland, Germany, Hong Kong, India, Italy, Israel, Japan,
Mexico, Norway, Netherlands, Philippines, Poland, Portugal, Qatar, Romania,
Saudi Arabia, South Africa, Singapore, Spain, Sweden, Switzerland, Turkey,
United Arab Emirates and United States of America and which have joined the
group savings plan and in the United Kingdom via the SIP.
* Terms of participation: the shares will be acquired through a shareholding
fund (Fonds Commun de Placement d'Entreprise) or directly depending on the
country, and through a Trust under the SIP.
* Formulas for acquiring Thales shares: employees will be able to acquire
Thales shares within the framework of a "classic subscription formula".
Employees will receive a matching contribution from their employer
corresponding to one free share for every four shares acquired, up to a maximum
of ten matching shares for forty shares acquired.
* Voting rights: the voting rights attached to the shares will be exercised by
the Supervisory Board of the shareholding fund (FCPE) and directly by the
employees when the shares are held directly. Under the SIP, the voting rights
attached to the shares may be exercised by the beneficiaries.
* Subscription's cap: the annual payments of the beneficiaries of the offer
into the Group savings plan may not exceed, pursuant to Article L. 3332-10 of
the French Labour Code, one quarter of their gross annual compensation for
2021.
* Holding / Lock-Up period: the employees participating in the offer must keep
the corresponding FCPE units or shares held directly for a period of five
years, unless an early exit event occurs as provided for in Article R. 3334-22
of the Labour Code or by local regulations. Concerning the vested shares in the
SIP in the United-Kingdom, the keeping terms are different and depend on the
nature of the share (partnership share or matching share).

Indicative timetable of the plan

* Subscription period: from 3 november 2021 (included) to 24 november 2021
(included).
* Settlement of the offer: Scheduled for 16 december 2021

These dates are provided for information purposes only and are subject to
change.

Quotation

Thales shares are admitted to trading on Euronext Paris (ISIN Code:
FR0000121329).

Legal Notice

This press release does not constitute an offer to sell or a solicitation to
acquire Thales shares. The offer of Thales shares reserved for employees will
be made only in countries where such an offer has been registered or notified
to the competent local authorities and/or following the approval of a
prospectus by the competent local authorities, or in consideration of an
exemption from the obligation to prepare a prospectus or to register or notify
the offer.
More generally, the offer will only be made in countries where all required
registration procedures and/or notifications have been completed and the
necessary authorizations have been obtained.

About Thales

Thales (Euronext Paris: HO) is a global leader in advanced technologies,
investing in digital and ?deep tech? innovations ? connectivity, big
data, artificial intelligence, cybersecurity and quantum computing ? to build
a confident future crucial for the development of our societies.
The Group provides its customers ? businesses, organisations and governments
? in the defense, aeronautics, space, transport, and digital identity and
security domains with solutions, services and products that help them fulfil
their critical role, consideration for the individual being the driving force
behind all decisions.

Thales has 81,000 employees in 68 countries. In 2020, the Group generated sales
of EUR17 billion.

CONTACTS

Thales, media relations
Group & Innovation
Alice Pruvot
+33 (0)7 70 27 11 37
alice.pruvot@thalesgroup.com

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Twitter @Thalesgroup

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