Thales : Translation in English of draft resolutions (for convenience)

THALES

COMBINED ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING OF 11 MAY 2022

Draft resolutions

Ordinary resolutions

Resolution One (Approval of the consolidated financial statements for the 2021 financial year)

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for the financial year ended 31 December 2021, as drawn up and presented thereto, and which show a consolidated net profit, Group share of €1,088.8 million.

Resolution Two (Approval of the Company's financial statements for the 2021 financial year)

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the parent company financial statements for the financial year ended 31 December 2021, as drawn up and presented thereto, and which show a net profit of €452.2 million.

In accordance with the provisions of Article 223 quater of the French Tax Code, the General Meeting approves in particular (i) the amount of non-deductible expenses (Article 39-4 of the French Tax Code) and (ii) the tax borne as a result of those expenses, as referred to in the Notes to these Financial Statements.

Resolution Three (Allocation of the parent company's earnings and calculation of the dividend at €2.56 per share for 2021)

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, notes that distributable earnings include:

	net profit for financial year 2021	€452,246,810.12
	less allocation to legal reserve	-€13,605.30
	plus retained earnings at 31 December 2021	€2,106,512,464.99
	plus an interim dividend of €0.60 per share paid on 9 December 2021	€127,406,081.40
and deducted from retained earnings
Total	€2,686,151,751.21

The Annual General Meeting resolves to allocate these distributable earnings as follows:

•  Distribution of a dividend of €2.56 per share on 213,411,309 shares €546,332,951.04

bearing rights from 1 January 2021 (including the interim dividend of €0.60 per share paid on 9 December 2021 charged to the 2021 dividend)

•  Balance carried forward

€2,139,818,800.17

The General Meeting notes that, as an interim dividend of €0.60 per share was paid on 9 December 2021 and taken from retained earnings, the balance of the dividend to be paid amounts to €1.96 per share.

The ex-dividend date is 17 May 2022 and the balance of the dividend will be paid on 19 May 2022.

The amounts corresponding to dividends which, in accordance with the provisions of paragraph 4 of Article L. 225-210 of the French Commercial Code, were not paid on treasury shares, will be appropriated to retained earnings.

For individuals residing in France who have not opted expressly, irrevocably and globally for taxation according to the progressive scale of the income tax, the dividend is subject to a flat tax rate (prélèvementforfaitaire unique or PFU) of 30%. For individuals domiciled in France who have exercised such an option, this dividend is subject to income tax according to the progressive scale for income tax and is eligible for the 40% reduction provided for in paragraph 2 of Article 158-3 of the French General Tax Code.

As required by law, information on the amount of dividends paid for the last three financial years is given below:

Year	Dividend per share	Total amount distributed
2018 2019 2020	€2.08 (1) €0.60 (1) €1.76 (1)	€442,018,319.00 €127,316,769.00 €374,777,030.32

(1) The dividend corresponds to the total amount of income distributed for the financial year. In case of option for the progressive income tax rate schedule, the whole dividend was eligible for the reduction provided for in paragraph 2 of Article 158-3 of the French General Tax Code.

Resolution four (Approval of an agreement relating to the creation, by the Company, of an economic interest grouping, in accordance with Article L. 225-42 of the French Commercial Code)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, and having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, approves, in accordance with the provisions of Article L. 225-42 of the French Commercial Code, the agreement relating to the creation by the Company of a joint economic interest grouping with Dassault Systèmes SE among other companies.

Resolution Five (Renewal of Ms Anne-Claire Taittinger as an "External director")

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, renews the mandate of Ms Anne-Claire Taittinger as an "External director", under the terms of the shareholders' agreement, for a term of 4 years, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2025.

Resolution Six (Renewal of Mr Charles Edelstenne as a director, upon proposal of the "Industrial Partner")

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, renews the mandate of Mr Charles Edelstenne as a director appointed upon proposal of the "Industrial Partner", under the terms of the shareholders' agreement, for a term of 4 years, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2025.

Resolution Seven (Renewal of Mr Eric Trappier as a director, upon proposal of the "Industrial Partner")

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, renews the mandate of Mr Eric Trappier as a director appointed upon proposal of the "Industrial Partner", under the terms of the shareholders' agreement, for a term of 4 years, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2025.

Resolution Eight (Renewal of Mr Loïk Segalen as a director, upon proposal of the "Industrial Partner")

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, renews the mandate of Mr Loïk Segalen as a director appointed upon proposal of the "Industrial Partner", under the terms of the shareholders' agreement, for a term of 4 years, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2025.

Resolution Nine (Renewal of Ms Marie-Françoise Walbaum as a director, upon proposal of the "Industrial Partner")

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, renews the mandate of Ms Marie-Françoise Walbaum as a director appointed upon proposalof the "Industrial Partner", under the terms of the shareholders' agreement, for a term of 4 years, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2025.

Resolution Ten (Renewal of Mr Patrice Caine as a director, upon proposal of the "Public Sector")

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, renews the mandate of Mr Patrice Caine as a director appointed upon proposal of the "Public Sector", under the terms of the shareholders' agreement, for a term of 4 years, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2025.

Resolution Eleven (Approval of the 2021 compensation scheme paid or granted to Mr Patrice Caine, Chairman and Chief Executive Officer and the sole company representative)

The General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, having reviewed the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, approves, pursuant to Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional items that make up the total compensation and benefits of all types paid during the 2021 financial year, or granted for the same financial year to Mr Patrice Caine, Chairman and Chief Executive Officer, as presented in the corporate governance report appearing in paragraph 4.4.1.1 of the 2021 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 11 May 2022.

Resolution Twelve (Approval of information relating to the 2021 compensation of Company representatives)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, approves, pursuant to Article L. 22-10-34 I of the French Commercial Code, the information referred to in Article L. 22-10-9 I of the French Commercial Code as presented in the corporate governance report, paragraph 4.4.1 of the 2021 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 11 May 2022.

Resolution Thirteen (Approval of the compensation policy for the Chairman and Chief Executive Officer)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the compensation policy for the Chairman and Chief Executive Officer as presented in the said report, appearing in paragraph 4.4.2.1.B of the 2021 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 11 May 2021.

Resolution Fourteen (Approval of the compensation policy for the directors)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the compensation policy for the directors, as presented in the said report appearing in paragraph 4.4.2.2 of the 2021 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 11 May 2022.

Resolution Fifteen (Authorisation granted to the Board of Directors to allow the Company to trade in its own shares, with a maximum purchase price of €140 per share)

Having reviewed the report of the Board of Directors, the General Meeting, deliberating under the quorum and majority conditions required for annual general meetings, authorises, in accordance with the provisions of Articles L. 22-10-62 et seq. of the French Commercial Code, of Regulation (UE) No. 596/2014 of the European Parliament and of the Council dated 16 April 2014 and of Commissiondelegated Regulation (UE) 2016/1052 of 8 March 2016, the Board of Directors to trade in the Company's shares with a maximum purchase price of €140 per share.

In the event of capital transactions, in particular through a capital increase by capitalisation of reserves and a free allocation of shares, or through a stock split or reverse stock split, the above-mentioned maximum purchase price will be adjusted accordingly.

The number of shares that may be acquired under this authorisation cannot exceed 10% of the shares comprising the Company's share capital as of the repurchase date. Moreover, the Company cannot at any time hold more than 10% of its share capital.

As an indication and taking into account the number of shares making up the share capital at 31 December 2021, the maximum amount of the transaction, pursuant to Article R. 225-151 of the French Commercial Code, would stand at €2,987,758,200, which would correspond to 10% of the share capital (i.e. a maximum of 21,341,130 shares acquired) at the maximum purchase price of €140 per share.

This authorisation is intended to enable the Company:

• - to sell or allocate shares or rights attached to securities, particularly when share purchase options are exercised or existing free shares are allocated, or when shares are sold and/or supplemented under an employee shareholding scheme transaction on existing shares, or in the event of allocations in any shape or form, to employees and executives of the Company and/or related companies, and to the Company's representative, under the conditions defined by the applicable legal provisions in force;

• - to retain shares for later use in connection with external growth transactions, mergers, demergers or contributions;

• - to make use of market practices accepted by the French financial markets authority (Autorité des marchés financiers - AMF), such as the purchase and sale of shares under a liquidity contract that has been agreed with an investment services provider and that complies with the code of professional conduct recognised by the AMF;

• - to cancel shares in accordance with a General Meeting resolution in force; and

• - more generally, to carry out any other transaction that is accepted, or that might become authorised or accepted, by the law or regulations in effect or by the AMF in accordance with market practice.

Shares may at any moment, except during public offering periods for the Company's shares, and within the limits set by the regulations in effect, be purchased, sold, exchanged or transferred, either on the market, over the counter or otherwise, by any means, and in particular through the use of any derivative financial instruments, including the use of options or warrants, and with no special limit for blocks, directly or by any third party, under conditions stipulated by the market authorities and at times that the Board of Directors or person acting on behalf of the Board of Directors deems appropriate.

To ensure this authorisation can be executed, full powers are granted to the Board of Directors, with the right to delegate said powers, to place any stock market orders, enter into any agreements, make any disclosures, carry out any other formalities, including allocating or reallocating purchased shares as intended, make any disclosures to the AMF and any relevant bodies, and generally to do whatever is necessary.

This authorisation, which cancels the authorisation given under resolution twelve of the General Meeting of 6 May 2021, is granted for a period of 18 months from the date of this General Meeting.

Extraordinary resolutions

Resolution Sixteen (Authorisation granted to the Board of Directors for a period of 26 months for the purpose of allocating free shares, within the limit of 1% of the share capital, to employees of the Thales group)

Having reviewed the report of the Board of Directors and the special report of the Statutory Auditors, the General Meeting, deliberating under the quorum and majority conditions required for extraordinary general meetings, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code and L. 22-10-59 of the French Commercial Code:

• - authorises the Board of Directors to allocate - on one or more occasions - existing free shares to employees or certain categories of employees from either the Company itself or from economic interest groupings directly or indirectly linked to the Company under the terms of Article L. 225-197-2 of the French Commercial Code;

• - decides that the Board of Directors will determine the identity of the beneficiaries of the share allocations, the number of shares that can be allocated to each of them, the conditions for allocating the shares which may, for certain categories of employees, include performance criteria based on quantitative and/or qualitative criteria assessed over a period that will be determined by the Board of Directors and, where appropriate, other criteria for allocating shares for the allocation to become definitive;

• - decides that if the allocation consists of a supplement made in the form of free shares under employee shareholding scheme transactions decided by the Board of Directors for the benefit of the majority of the Group's employees and/or under global schemes, these allocations will be made without performance conditions and will not be deducted from the cap established below, but will be deducted from the cap established in Resolution Fifteen;

• - decides that the shares that may be allocated under this resolution can be acquired by the Company as part of the share buy-back programme authorised by the General Meeting in respect of Article L. 22-10-62 of the French Commercial Code;

• - decides that the total number of existing free shares allocated under this resolution may not exceed 1% of the share capital on the date the Board of Directors first uses this delegation, without taking into account adjustments likely to be made to preserve beneficiaries' rights and in accordance with the legal and regulatory provisions and the applicable contractual provisions;

• - decides that, in accordance with the law, said shares will be definitively allocated to their beneficiaries:

  • o either at the end of a minimum vesting period of one year, on the understanding that all beneficiaries must then hold said shares for a minimum period of one year following their final allocation,

  • o or, for all or part of the shares allocated, at the end of a minimum vesting period of two years, and in this case, with no minimum holding period, on the understanding that the Board of Directors will have the right to choose between these two options and to use them alternatively or concurrently, and may in either case extend the vesting period, or, in the first case, extend the holding period and, in the second case, establish a vesting period;

• - decides that said shares will be definitively allocated to their beneficiaries prior to expiry of the aforementioned vesting periods in the event of invalidity of the beneficiary corresponding to classification into the second or third categories provided for in Article L. 341-4 of the French Social Security Code or equivalent foreign code and that said shares will be freely assignable in the case of invalidity of the beneficiary corresponding to classification into the aforementioned categories of the French Social Security Code or equivalent foreign code;

• - delegates all powers to the Board of Directors with the right to sub-delegate within the limits provided for by law, to establish this authorisation, in order to carry out, where applicable during the vesting period and for the purpose of preserving the beneficiaries' rights, adjustments of the number of shares allocated based on potential transactions on the Company's share capital, to carry out all acts and formalities, and in general to take all necessary action;

• - grants full powers to the Board of Directors to temporarily suspend rights to share allocations under conditions stipulated by law;

• - set the validity period of this delegation at 26 months, starting from the date of this General Meeting.