THE 2008 EMPLOYEE SHARE PLAN 3,500,000 shares available for the offer through 2 formulas which can be combined « Classic Share » « Share Plus » 20% discount on reference price 15% discount on reference price 100% of potential capital gains or losses Personal contribution protected against loss Dividends re-invested Allocated in priority + 100% of potential capital gain on personal contribution (1 share) + 69% additional average gain on 3 shares No dividend Scaled back in priority Interest free payment over 12 months (when local regulation allows) Human Resources ‹#› PLANNING Reservation period Prices set Cancellation period Shares delivery Payment 7 - 26 March 2008 24 April 2008 24-28 April 2008 7 May 2008 ~ 5 June 2008 * * Payment of total amount or 1st instalment Human Resources ‹#› THE « CORPORATE » PROJECT TEAM OFFER 2008 - PROJECT MANAGEMENT TEAM Ken McSWEENEY René VEROT Sylvie LELIEVRE Dominique DESBRUGERES General coordination Regulatory & admin. Compliance Communication Coordination Patrice Gilardoni Fanny Achard (Logistic assist) Mike Seabrook Nicola Martin France Germany United Kingdom Australia Canada South Africa USA Corporate Human Resources Country Ambassadors Dominique DESBRUGERES Netherlands Belgium Spain Italy Norway Switzerland Austria Portugal Singapore Argentina Company Messengers ‹#› Site Relays THALES SHARE SUBSCRIPTION PRICE Reference price = Average of opening share price for the 20 trading days: 27 March 23 April Acquisition price = Reference price – Discount (20 % or 15 %) Human Resources For countries in non Euro zone : exchange rates will be fixed for the whole subscription period until payment is made. ‹#› “SHARE PLUS” FORMULA >> How is the average protected rise calculated ? • An average share price is calculated : recording the closing Thales share price every 15 days over 5 years, making a total of 120 recorded prices • It is protected : any fall in the Thales share price below the reference price will not affect the calculation, the selected price will be equal to the reference price. • Protected average rise = Protected average share price – reference price Human Resources ‹#› SIMULATION Personal contribution = €500 Reference price : €40 Discount price (-15%) = €34 Personal contribution = €500 Reference price: €40 Discount price (-20%) = €32 CLASSIC SHARE SHARE PLUS Share price variation Share price at maturity Value of your assets Variation of your assets Share price variation Protected average rise Share price at maturity Value of your assets Variation of your assets 30% 52 € 812,50 62,5% 30% 6€ 52 € 947,40 89,5% 20% 48 € 750,00 50,0% 20% 4€ 48 € 827,70 65,5% 0% 40 € 625,00 25,0% 0% 2€ 40 € 649,1 29,8% -20% 32 € 500,00 0,0% -20% 1€ 32 € 530,4 6,1% -30% 28 € 437,50 -12,5% -30% 0€ 28 € 500,00 0,0% In this table the multiple used for the calculation is 2.07 A simulator is available to help you make your choice and allocate your investment over the 2 formulas. Human Resources ‹#› SIMULATOR To simulate your investment (French or English) Combine your personal contribution in both formulas Simulate your assets in 5 years Your personal contribution in 1 or 2 formulas Your gains/losses in 5 years The simulator helps you to make sure that you do not exceed the contribution limit of 25% on your gross annual remuneration Human Resources ‹#› THE FRAME: THE GROUP SAVINGS PLAN A Group Savings Plan is a collective savings system, at the group level, that allows each subscriber to build, under preferred conditions, a Thales shares portfolio FCPE or Fonds Commun de Placement d’Entreprise is a a co-ownership of securities (including shares) It can be made up of compartments that correspond to different investment formulas Each participant owns FCPE units that represent his/her assets The FCPE is governed by a Supervisory Board The voting rights attached to the shares are exercised by the Supervisory Board Human Resources ‹#› FCPE & COMPARTMENTS FOR 2008 SHARE PLUS CLASSIC SHARE Thales Actionnariat Salarié R Via bridge funds R R R Actions Thales FR Action Plus 2008 World Classic INTL Thales Netherlands (special supervisory board) R Netherlands Classic Netherlands Action Plus 2008 Thales Italy (individual voting rights & dividend directly paid) Italy Classic Funds Human Resources Italy Action Plus 2008 Compartments ‹#› TAX & LEGAL Taxation may happen at 3 steps UP FRONT DURING 5 YEARS AT MATURITY * Discount Dividends Free interest loan * Or selling Human Resources ‹#› Gain SUBSCRIPTION LIMIT Payments in the Group Savings Plan cannot exceed 25% of your gross annual remuneration These include: • your personal contribution under the Classic Share formula • + your personal contribution multiplied by 4 under the Share Plus formula • + (for France only) other contribution in other savings plans Human Resources ‹#› CASES OF EARLY REDEMPTION In case of important events in the employee’s life, his/her assets can be totally or partly released during the lock-in period. 9 cases Marriage Birth or adoption of a 3rd(and subsequent) child Divorce with at least part time custody of one child Disability of employee, spouse or child Death of the employee or spouse Establishment or acquisition by employee or spouse of a business Acquisition, building or extension of main home Termination of employment contract Over indebtedness of employee Human Resources ‹#› IF DEMAND EXCEEDS SUPPLY ? CLASSIC SHARE : Allocated in priority NB : 3.5M shares available for the total offer SHARE PLUS: max 2 M Scaled-back in priority 1 / Classic Share oversubscription Classic Share is reduced to 3.5 M & served in priority So no Share Plus available 2a / Share Plus oversubscription & Classic Share subscription < 1.5 M Classic Share served in priority Share Plus reduced & served down to 2M 1.3M 2M 2.5M 1M 2b / Share Plus oversubscribed (2.1m) & Classic Share subscription > 1.5 M Classic Share served in priority (2.5M subscribed in this ex.) Share Plus “over-reduced” & served on the remaining shares available (1M) NB : Scale-back begins with the highest applications progressively until the maximum number of shares allotted to each formula is reached Human Resources ‹#› INFORMATION KIT The Subscription pack sent to each employee includes: 1 brochure on Thales Group 1 brochure on the 2008 offer 1 reservation form 1 cancellation form 1 country addendum The following are available on request: Human Resources Information notices for the FCPEs ‹#› CHRONOLOGY How to subscribe ? How to cancel ? Help, I need somebody’s help… How to pay ? How to be informed ? Human Resources ‹#› HOW TO SUBSCRIBE ? 1 2 2 3 Human Resources ‹#› Complete the reservation form with the help of the brochure The amounts you want to subscribe 1 The payment method chosen for each formula 2 Do not forget to date and sign the form 3 Attach the documents required for subscription Submit all of the above, in the return envelope included in the subscription pack. HOW TO CANCEL MY SUBSCRIPTION ? After the acquisition price is announced on the 24 April, you can cancel your reservation from 24 to 28 April 2008 Cancellation for the whole of one or other formula, or for both Fill in & FAX your cancellation form included in your subscription pack Human Resources Possible online cancellation in France and Germany If no cancellation, the subscription becomes final and irrevocable ‹#› HOW TO PAY AND GET THE SHARES ? In each of the 2 formulas, you can finance your personal investment: Either by a single payment in June 2008 Or in 12 monthly instalments, without fees, starting in June 2008 The exchange rate Human Resources In the countries outside the Euro zone, the Euro/local currency exchange rate will be fixed on payments and guaranteed from the date the subscription price is set up until the subscriber has paid his/her contribution in full Shares delivery & first payment 7th of May 2008 (share delivery) June 2008 payroll ‹#› HOW TO BE INFORMED ? During the offer… After the offer… Information staff meetings Information kit sent directly or through HR Subscription statement sent early May informing you on the number of FCPE units allocated to you, their ability date, the amounts and the payment dates Human Resources Yearly reporting from Creelia + Creelia internet website and call centre ‹#› overview of your assets (number and value of units) Contact Creelia for any movement on your assets A support of Thales Employee Share Team is also available MY QUESTIONS BEFORE SUBSCRIPTION… Can I afford to invest ? What sort of performance can I expect ? ? Human Resources What level of risk am I willing to accept ? ‹#› 2008 Employee Share Plan Thank you for your attention… Human Resources