Thales: Launch of the 2024 Employee Share Ownership Plan

Thales: Launch of the 2024 

Employee Share Ownership Plan

Thales (Euronext Paris: HO) announces the launch of its 2024 employee share ownership plan, running from Monday 4 November to Friday 24 November 2024. This offer is available to Thales employees across 36 countries who are participants in the Group Savings Plan and have at least three months of seniority as of 24 November 24 2024, as well as to the company’s retirees.  

The plan offers a 20% discount on the Thales share price, along with a 50% matching contribution on personal investment up to a maximum of €500, funded by Thales.  

The objective of this plan is to strengthen the bond between Thales and its employees by providing them with the opportunity to become more closely associated with the Group’s goals, performance, and future successes.

Terms of the 2024 Employee Share Ownership Plan

This share offer is available to employees in France, South Africa, Germany, Saudi Arabia, Australia, Belgium, Brazil, Canada, China, Colombia, Denmark, Egypt, United Arab Emirates, Spain, the United States, Finland, Hong Kong, India, Israel, Italy, Japan, Luxembourg, Mexico, Norway, the Netherlands, the Philippines, Poland, Portugal, Qatar, Czech Republic, Romania, Singapore, Sweden, Switzerland, and Turkey who are eligible and participate in the Group Savings Plan.  

In the United Kingdom, Thales shares will be offered through a Share Incentive Plan (SIP).

Offered Shares  

The Thales share offer to Group employees will be conducted through the transfer of existing treasury shares previously repurchased by Thales under a share buyback programme authorised by the shareholders’ general meeting in accordance with Article L. 22-10-62 of the French Commercial Code. The transfer of shares to employees and retirees participating in the Group Savings Plan will be carried out under the provisions of Articles L. 3332-18 and following of the French Labour Code, except for the offer in the United Kingdom, where it will be conducted under an SIP.  

On 3 April 2024, the Board of Directors decided to implement this employee share ownership plan and delegated the necessary powers to the Chairman and CEO for its execution. In line with the Board’s decision, the offer will cover a maximum of 600,000 shares, with a cost cap of €31 million (including the discount and matching contributions in the employee share ownership plan and SIP matching contributions).

The Chairman and CEO, by delegation from the Board of Directors, set the subscription period dates and acquisition price by decision on 28 October 2024. The acquisition price is set at 80% of the reference price.  

The reference price, noted by the Chairman and CEO on 28 October 2024, is the average of Thales’s opening share prices on the Euronext Paris market over the twenty (20) trading days preceding this date, amounting to €149.61. Accordingly, the acquisition price for employees is €119.69. For the offer in the United Kingdom, the acquisition price will be determined in accordance with the applicable SIP rules.  

The shares acquired by offer participants, being existing ordinary shares, are fully assimilated with the existing ordinary shares that make up Thales’s share capital.  

Offer Conditions

•       Eligible Offer Participants: The offer is open to employees of the included companies who are part of the Group Savings Plan, regardless of their employment contract (permanent or fixed-term, full-time or part-time) and with a minimum of three months’ seniority. Retirees and early retirees from Thales’s French companies who joined the Group Savings Plan prior to their departure are also eligible, provided they have maintained holdings in the Group Savings Plan since retirement or early retirement.  

•       Included Companies:

                o       Thales, with share capital of €617 825 739, headquartered at 4 rue de la Verrerie, 92190

Meudon, France, and   o Thales Group companies in which Thales holds, directly or indirectly, more than 50% of the share capital, with headquarters in France, South Africa, Germany, Saudi Arabia, Australia, Belgium, Brazil, Canada, China, Colombia, Denmark, Egypt, United Arab Emirates, Spain, the United States, Finland, Hong Kong, India, Israel, Italy, Japan, Luxembourg, Mexico, Norway, the Netherlands, the Philippines, Poland, Portugal, Qatar, Czech Republic, Romania, Singapore, Sweden, Switzerland, and Turkey, who are (or will be) participants in the Group Savings Plan.  

•       Participation Methods: Shares will be acquired through employee mutual funds (FCPE) or directly, depending on the country, and via a Trust within the SIP framework.  

•       Share Purchase Formula: Employees may acquire Thales shares through a classic subscription formula. Employees will receive a 50% matching contribution from their employer on their subscription amount, capped at a maximum contribution of €500.   

•       Voting Rights: Voting rights attached to the shares will be exercised by the FCPE supervisory board in FCPE countries, and directly by employees in countries where shares are held directly. 

•       Subscription Cap: Annual contributions by offer beneficiaries to the Group Savings Plan may not exceed a quarter of their gross annual salary, in accordance with Article L.3332-10 of the French Labour Code.  

•       Share Retention Requirement: Employees participating in the offer must retain their corresponding FCPE shares or directly held shares for five years, except in cases of early release as defined by Article R. 3334-22 of the French Labour Code or local regulations. For shares acquired through the SIP in the United Kingdom, the retention conditions differ depending on the share type (partnership or matching shares).

Indicative Operation Timeline   

•       Subscription Period: From 4 November 2024 (inclusive) to 24 November 2024 (inclusive).  

•       Offer Settlement Delivery: Scheduled for 17 December 2024.  

Listing  

Thales shares are listed on the Euronext Paris market (ISIN Code: FR0000121329).

This press release has been prepared in accordance with the exemption from publication of a prospectus provided for in Article 1.4(i) of Prospectus Regulation 2017/1129.

International Notice 

This release does not constitute a sales offer or a solicitation to acquire Thales shares. The Thales employee share offer will be conducted only in countries where such an offer has been registered or notified to the relevant local authorities and/or approved by a local authority prospectus, or where an exemption applies regarding the need for a prospectus or offer registration or notification.  

More generally, the offer will only take place in countries where all required registration procedures and notifications have been completed, and necessary authorisations obtained. For residents of Israel, the offer is conducted in accordance with the Information Document available on the website dedicated to the offer.