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THE 2008 EMPLOYEE SHARE PLAN

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 »

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THE 2008 EMPLOYEE SHARE PLAN

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  1. 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 » • 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 Interest free payment over 12 months (when local regulation allows)

  2. 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

  3. THE « CORPORATE » PROJECT TEAM Corporate Country Ambassadors Company Messengers Site Relays

  4. 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 rateswill be fixed for the whole subscription period until payment is made.

  5. “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

  6. 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 In this table the multiple used for the calculation is 2.07 • A simulatoris available to help you make your choice and allocate • your investment over the 2 formulas.

  7. 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

  8. 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

  9. SHARE PLUS CLASSIC SHARE R R Action Plus 2008 Via bridge funds R R Netherlands Action Plus 2008 R Thales Italy (individual voting rights & dividend directly paid) Italy Classic Italy Action Plus 2008 FCPE & COMPARTMENTS FOR 2008 Thales Actionnariat Salarié Actions Thales FR World Classic INTL Thales Netherlands (special supervisory board) Netherlands Classic Compartments Funds

  10. TAX & LEGAL • Taxation may happen at 3 steps AT MATURITY * UP FRONT DURING 5 YEARS Discount Dividends Gain Free interest loan * Or selling

  11. 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

  12. 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

  13. 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 • 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) 2.5M 1M IF DEMAND EXCEEDS SUPPLY ? SHARE PLUS: max 2 M Scaled-back in priority CLASSIC SHARE : Allocated in priority NB : 3.5M shares available for the total offer NB : Scale-back begins with the highest applications progressively until the maximum number of shares allotted to each formula is reached

  14. 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

  15. CHRONOLOGY How to subscribe ? How to cancel ? Help, I need somebody’s help… How to pay ? How to be informed ?

  16. HOW TO SUBSCRIBE ? • Complete the reservation form with the help of the brochure • The amounts you want to subscribe 1 2 • The payment method chosen for each formula 1 2 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. 3

  17. 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

  18. 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

  19. 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 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

  20. 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 ? ?

  21. Thank you for your attention…

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