April 2013

Thales Share Incentive Plan2013 Offer

Caroline JonesComputershare Plan Managers

Computershare Plan Mangers

• Computershare provides tailor-made share plan services to companies of all sizes, from AIM to FTSE 100, including 15 of the FTSE top 20; and on stock exchanges across the world;

• We’ve been at the forefront of Share Incentive Plans since their inception, providing Trustee and administration services to manyCompanies.

Computershare Plan Managers

• EES Trustees Limited is the Trustee for the Thales Share Incentive Plan. Computershare is the trading name for EES Trustees Limited;

• Computershare will manage the 2013 subscription;

• Applications for 2013 will be made via the Employee Website.

What is a Share Incentive Plan (SIP)

• Allows employees to purchase shares in the parent company, Thales;

• A HMRC approved Share Incentive Plan may provide tax advantages to employees because contributions to buy shares come out of pre-tax salary and the shares are tax-free if held for 5 years;

• The shares will be purchased at the end of the Accumulation period and held in Trust, set up especially for the purposes of the Plan.

Timetable for the 2013 Offer

16/04/2013 – “Coming Soon” Emails to eligible employees with an email address

22/04/2013 - Email Invitations to eligible employees

22/04/2013 - Email PIN to eligible employees & posting to those without emails

24/04/2013 - Invitation Opens 04:00:00

- Employees chose an Investment level: minimum of£40 and a maximum of either (i) 10% of Gross salary or (ii) £1,500 whichever is lower

- Log onto the Employee Website: www.computershare.com/thalesshareplans

21/05/2013 - Invitation Closes 23:59:59

19/06/2013 - Announcement of Thales opening share price in the SIP and maximum number of shares available for subscription under the Plan. Start of the Accumulation Period.

End July - First of the four payroll deductions.

31/10/2013 - Last payroll deduction. End of the Accumulation Period. Within 30 days of 31 October Shares are purchased.

Last day for any changes

How The Plan Works

• Employees apply Online during the offer period;

• Monies collected from salary over a four month Accumulation Periodending on 31 October 2013 will be sent to the Trustee to purchase Partnership Shares. For every 5 Partnership shares 1 Matching share will be awarded free;

• Only whole shares will be purchased. Any cash balance at the end of the accumulation period will be repaid via payroll;

• Shares are held in the participants name within the Trust;

• A statement will be issued by Computershare Plan Managers in November 2013 detailing the employee’s holding.

How To Apply

Log on to the Employee Website

www.computershare.com/thalesshareplans

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How to join the plan

Log on to: www.computershare.com/thalesshareplans

How to Apply

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How to Apply

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How to Apply

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How to Apply

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How to Apply

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How to Apply

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How to Apply

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How to Apply

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How to Apply

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How to Apply

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How To Change Your Contribution

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How To Change Your Contribution

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Changing Your Mind

During the Accumulation period:

• An employee may decide to cease their monthly instalments at any time during the Accumulation Period. A reduced number of shares will be purchased and allocated at the end.

• They may also decide to cease to participate in the Plan entirely by revoking their Partnership Share Agreement at any time, prior to the end of the Accumulation Period. Payroll will repay the total contributions made via salary.

• In both cases an employee will need to complete the “Change Plan Form” (available on the Thales UK intranet and at www.computershare.com/thalesshareplans) and return it to HRSS.

• Any such changes will only take effect from the next payroll run provided the employee has notified the payroll department by the 10th of the month or the preceding working day if the 10th falls on a weekend or public holiday.

After the shares have been bought:

• Employees can sell their shares at anytime by giving instructions via the Employee Website: www.computershare.com/thalesshareplans.

• The tax treatment will depend on how long the shares have been held.

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What Happens If I Leave before 5 year period?

Two leaver reasons:

Ordinary Leaver- Resignation- Dismissal

All shares are available for sale / transfer, but subject to applicable taxation.

Good Leaver- Injury- Disability- Redundancy- Retirement at age 50 plus

All shares are available for sale / transfer free of tax

Participants will be notified by Computershare of their choices upon leaving.

What Happens During The Year?

Address changes

• Employees need to go on to the Employee website to change their address

Statements

• In November each year, statements will be uploaded to the Employee online account and a notification will be sent to theiremail address.

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Computershare Team

Client Account Manager:

• Caroline Jones

Service Delivery Team to manage:

• Payroll interfaces• Purchases• Sale requests• Dividends• Leaver processing

Events Delivery Manager

• Subscriptions• Participant statements

Computershare Contacts

Communications Team operate a dedicated Thales helpline and email:

• Tel: 0844 472 6155• Email: Thales@computershare.co.uk

• Correspondence address: Computershare Plan Managers, Plan Administration, Bridgwater Road, Bristol, BS99 6AP

Employee Website: www.computershare.com/thalesshareplans

Notes:

• Computershare Plan Manage is not offering financial advice on investments. The value of shares can go down as well as up. Should you be unsure about whether to participate in the plan and of the consequences of doing so you should seek independent financial advice

• In the event of any conflict between this presentation, the explanatory booklet and the Plan Rules, the Plan Rules and the legislation will take precedence