Thales launches a new employee share offering SharingThales 2017

16.10.2017

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Thales (Euronext Paris: HO) is announcing today the launch of its 2017 employee share offering, SharingThales 2017 . This offer will be open to Group staff in 25 countries and will involve approximately 70,000 employees and retirees.

The objective of this offering is to strengthen Thales's existing relationship with its employees by offering them the opportunity to become more closely associated with the future targets, successes and performance of the Group.

It will be made through the sale of existing treasury shares which have been bought by Thales within the framework of a share buy-back programme.

Terms and conditions of this offer can be found in the appendix.

2017 employee share offering: Terms & conditions

Purpose of the transaction - reasons for the offering

This offering of shares is extended to the Group's employees in Australia, Austria, Belgium, Brazil, Canada, China, France, Germany, Hong Kong, India, Italy, Mexico, Netherlands, Norway, Poland, Portugal, Qatar, Romania, Spain, Singapore, Saudi Arabia, South Africa, United Arabic Emirates, and United States of America, who will be eligible for and members of the Group Savings Plan (PEG), and to employees in the United Kingdom in accordance with the Share Incentive Plan (SIP).

The objective of this transaction is to strengthen Thales's existing relationship with its employees by offering them the opportunity to become more closely associated with the future targets, successes and performance of the Group.

Offered securities

The Thales offering of shares to employees of the Group will consist of a sale of existing treasury shares which have been bought by Thales within the framework of a share buy-back programme authorized by the General Assembly of shareholders, in accordance with Article L. 225-209 of the French Code of Commerce. The sale of shares to employees who are members of the Group Savings Plan will be implemented within the framework of the provisions set forth in Articles L. 3332-18 and seq. of the French Labour Code, with the exception of the offering in the United Kingdom where it will be conducted in accordance with the SIP.

On 27 February 2017, the Board of Directors decided on the implementation of this share offering, reserved for employees, and delegated to the Chairman & Chief Executive Officer the powers required for its implementation. In accordance with the Board of Directors' decision, the offer will be limited to a maximum number of 500,000 shares.

The Chairman & Chief Executive Officer, acting by delegation on behalf of the Board of Directors, has set the dates of the subscription period and has fixed the acquisition price by a decision dated 12 October 2017. The acquisition price will be equal to 80% of the Reference Price.

The Reference Price, established by the Chairman & Chief Executive Officer on 12 October 2017, corresponding to the average of the opening price of Thales shares on Euronext Paris over the twenty (20) trading days preceding this date, is equal to 94.91 euros. The acquisition price is consequently equal to 75.93 euros. The acquisition price for the offering in the United Kingdom will be determined in accordance with the applicable rules of the SIP.

As the shares acquired by the employees are existing common shares, they are entirely assimilated into the existing common shares that currently comprise Thales's share capital.

Conditions of the offer

Beneficiaries of the share offering reserved for employees: the beneficiaries of the offering are employees of companies in the offering perimeter who are members of the Group Savings Plan regardless of the nature of their employment contract (fixed or indefinite term length, full or part time employment) and who are able to justify a three-month seniority within the Group. Retired employees and employees on early retirement working in the French companies of the Group who were members of the Group Savings Plan prior to the end of their employment retain their status as beneficiaries subject to their having kept assets in the Group Savings Plan since the effective date of their retirement leave or early retirement leave.

The Thales share offering in the United Kingdom is implemented in accordance with the SIP.

Companies in the offering perimeter:

Thales parent company, with a total share capital of 636 584 298 euros, having its registered office at Tour Carpe Diem, place des Corolles, esplanade nord, 92400 Courbevoie, France, and

Companies of the Thales group, for which Thales holds directly or indirectly more than 50% of the total share capital, with a registered office in Australia, Austria, Belgium, Brazil, Canada, China, France, Germany, Hong Kong, India, Italy, Mexico, the Netherlands, Norway, Poland, Portugal, Qatar, Romania, Spain, Singapore, Saudi Arabia, South Africa, United Arabic Emirates, and United States of America which are members of the Group Savings Plan, and the United Kingdom where the offering will take place in accordance with the SIP.

Terms and conditions of participating in the offer: the shares will be acquired via an FCPE or through direct shareholding, depending on the countries, and through a Trust for the SIP.

Acquisition formula of Thales shares: employees will be able to acquire Thales shares within the framework of a subscription formula called classic. The employees will receive a matching contribution from their employer corresponding to one bonus share for four acquired shares up to forty shares purchased, within the limit of ten bonus shares.

Voting rights: The voting rights associated with the shares will be exercised by the FCPE Supervisory Board and by the employees in case of direct shareholding. Under the SIP, the voting rights of the shares may be exercised by the benef

LINK:	https://www.thalesgroup.com/en/worldwide/group/press-release/thales-la...
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