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Thales - AGM 15 May 2019

ITEM 5: For the first time, the company discloses individual achievement rates of annual
bonus financial criteria. This good disclosure allows for a very good understanding of
alignment between performances and amounts granted in 2018. Moreover, amounts at
stake are acceptable. Thus, we support item 5.

ITEM 6: The Chairman and CEO’s 2019 remuneration policy propose to increase the
fixed remuneration (+14.3%), the maximum bonus (+24.7%) and the number of
performance units (+60%). The fixed remuneration increases by 14.3% is 8 times higher
than the inflation increase in France in 2018 (1.8%). Moreover, since Mr Caine became
Chairman and CEO, his fixed remuneration increased from €440,000 to €800,000, i.e.
+82%, i.e. an annual growth of 12.7%, which is way above the inflation in France (0.7%
on average since 2014). Moreover, employees’ average remuneration increased only by
8.8% over the same period. Thus, this 14.3%-increase creates an actual social cohesion
risk. This increase in the fixed remuneration is not acceptable and the previous
remuneration policy was better. Thus we recommend shareholders to oppose.

Thales S.A.

Thales is an electronics and systems group, serving defense, aeronautics, transport, space and security markets. Co.'s operations can be divided into four operating segments: Aerospace (Avionics, Space), Transportation (Ground Transport Systems), Defence & Security (Secure Communications & Information Systems Land and Air Systems, Defence Mission Systems), and DCNS. Co. designs and delivers systems for all four environments: air, land, sea and space. These systems detect and assess threats, manage information, support command decisions and control engagements through to threat neutralization. Co. is active in ground transportation; air transport; navigation systems.


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