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2 Human Resources THE 2008 EMPLOYEE SHARE PLAN « Classic Share » 20% discount on reference price 100% of potential capital gains or losses Dividends re-invested Allocated in priority « Share Plus » 15% discount on reference price Personal contribution protected against loss + 100% of potential capital gain on personal contribution (1 share) + 69% additional average gain on 3 shares No dividend Scaled back in priority 3,500,000 shares available for the offer through 2 formulas which can be combined Interest free payment over 12 months (when local regulation allows)

THE 2008 EMPLOYEE SHARE PLAN

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THE 2008 EMPLOYEE SHARE PLAN. 3,500,000 shares available for the offer through 2 formulas which can be combined. « Classic Share » 20% discount on reference price 100% of potential capital gains or losses Dividends re-invested Allocated in priority. « Share Plus » - PowerPoint PPT Presentation

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Page 1: THE 2008 EMPLOYEE SHARE PLAN

2Human Resources

THE 2008 EMPLOYEE SHARE PLAN

« Classic Share » 20% discount on reference price 100% of potential capital gains or

losses Dividends re-invested Allocated in priority

« Share Plus » 15% discount on reference price Personal contribution protected

against loss + 100% of potential capital gain on

personal contribution (1 share) + 69% additional average gain on

3 shares No dividend Scaled back in priority

3,500,000 shares available for the offerthrough 2 formulas which can be combined

Interest free payment over 12 months (when local regulation allows)

Page 2: THE 2008 EMPLOYEE SHARE PLAN

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PLANNING

Reservation period

Prices set Cancellation period

Shares delivery

Payment

7 - 26 March 2008 ~ 5 June 2008 *7 May 200824 April 2008 24-28 April 2008

* Payment of total amount or 1st instalment

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René VEROT

Sylvie LELIEVRE Dominique DESBRUGERESGeneral coordination

Regulatory & admin. ComplianceCommunication Coordination

Patrice GilardoniFanny Achard (Logistic assist)

Mike SeabrookNicola Martin Dominique DESBRUGERES

France United Kingdom NetherlandsGermany Australia Belgium

Canada SpainSouth Africa Italy

USA NorwaySwitzerland

AustriaPortugal

SingaporeArgentina

OFFER 2008 - PROJECT MANAGEMENT TEAM

Ken McSWEENEY

THE « CORPORATE » PROJECT TEAM

Corporate Country Ambassadors

Company Messengers

Site Relays

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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 %) For countries in non Euro zone : exchange rates will be fixed

for the whole subscription period until payment is made.

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• 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

>> How is the average protected rise calculated ?

“SHARE PLUS” FORMULA

Page 6: THE 2008 EMPLOYEE SHARE PLAN

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CLASSIC SHARE

Personal contribution = €500 Reference price: €40 Discount price (-20%) = €32

SHARE PLUS

Personal contribution = €500 Reference price : €40 Discount price (-15%) = €34

SIMULATION

A simulator is available to help you make your choice and allocate your investment over the 2 formulas.

Share price

variation

Share price at maturity

Value of your

assets

Variation of your assets

30% 52 € 812,50 62,5%

20% 48 € 750,00 50,0%

0% 40 € 625,00 25,0%

-20% 32 € 500,00 0,0%

-30% 28 € 437,50 -12,5%

Share price

variation

Protected average

rise

Share price at maturity

Value of your

assets

Variation of your assets

30% 6 € 52 € 947,40 89,5%

20% 4 € 48 € 827,70 65,5%

0% 2 € 40 € 649,1 29,8%

-20% 1 € 32 € 530,4 6,1%

-30% 0 € 28 € 500,00 0,0%In this table the multiple used for the calculation is 2.07

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SIMULATOR

To simulate your investment (French or English) Combine your personal contribution in both formulas Simulate your assets 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

Your personal contribution in 1 or 2 formulas

Your gains/losses in 5 years

Page 8: THE 2008 EMPLOYEE SHARE PLAN

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THE FRAME: THE GROUP SAVINGS PLAN

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

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

Page 9: THE 2008 EMPLOYEE SHARE PLAN

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FCPE & COMPARTMENTS FOR 2008

Actions ThalesFR

World ClassicINTL

Thales Actionnariat Salarié

Netherlands Classic

Thales Netherlands(special supervisory board)

Funds Compartments

NetherlandsAction Plus 2008

Action Plus2008

Italy Classic

Thales Italy(individual voting rights & dividend directly paid)

ItalyAction Plus 2008

CLASSIC SHARE

RR

R

R

Via bridge funds

R

SHARE PLUS

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TAX & LEGAL

Taxation may happen at 3 steps

Discount

Free interest loan

GainDividends

UP FRONT DURING 5 YEARS AT MATURITY *

* Or selling

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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

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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

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IF DEMAND EXCEEDS SUPPLY ?CLASSIC SHARE :

Allocated in prioritySHARE PLUS: max 2 MScaled-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 2M1.3M

1M2.5M

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

NB : 3.5M shares available for the total offer

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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: Information notices for the FCPEs

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How to cancel ?

How to subscribe ?

How to pay ?

How to be informed ?

Help, I need somebody’s help…

CHRONOLOGY

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The amounts you want to subscribe

HOW TO SUBSCRIBE ?

Complete the reservation form with the help of the brochure

1

12

2 2

3

3

The payment method chosen for each formula

Do not forget to date and sign the form

Attach the documents required for subscription

Submit all of the above, in the return envelope included in the subscription pack.

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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 Possible online cancellation in France and

Germany If no cancellation, the subscription becomes

final and irrevocable

Page 18: THE 2008 EMPLOYEE SHARE PLAN

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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

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

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During 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

HOW TO BE INFORMED ?

After the offer…

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

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MY QUESTIONS BEFORE SUBSCRIPTION…

?

Can I afford to invest ?

What sort of performance can I expect ?

What level of risk am I willing to accept ?

Page 21: THE 2008 EMPLOYEE SHARE PLAN

Human Resources

2008 Employee Share Plan

Thank you for your attention…