Thales : Communique AMF CP. CP23933364

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU on insurance distribution, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive 2016/97/EU on insurance distribution, as amended or superseded, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes taking into account the five categories referred to in item 19 of the Guidelines on EU MiFID II product governance requirements published by ESMA dated 3 August 2023, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, " EU MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-legislativematerials"), has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Final Terms dated 16 October 2023

Thales

Issue of Euro 600,000,000 4.250 per cent. Notes due 18 October 2031 (the "Notes")

under the Euro 5,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 15 May 2023 which received approval no. 23-159 from the Autorité des marchés financiers (the "AMF") on 15 May 2023 and the supplement to the Base Prospectus dated 3 August 2023 which received approval no. 23-342 from the AMF on 3 August 2023 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as may be amended from time to time, the "EU Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as so supplemented. The Base Prospectus, the supplement to the Base Prospectus and the Final Terms are available for viewing on the website of the Autorité des marchés financiers (www.amf-france.org) and copies may be obtained from the Issuer.

1.	Issuer	Thales
2.	(i)	Series Number:	20
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes become	Not Applicable
		fungible:
3.	Specified Currency:	Euro

4. Aggregate Nominal Amount of Notes:

	(i)	Series:	Euro 600,000,000
	(ii)	Tranche:	Euro 600,000,000
5.	Issue Price:	99.138 per cent of the Aggregate Nominal Amount
6.	Specified Denominations:	Euro 100,000
7.	(i)	Issue Date:	18 October 2023
	(ii)	Interest Commencement Date:	Issue Date
8.	Maturity Date:	18 October 2031
9.	Interest Basis:	4.250 % Fixed Rate
			(further particulars specified below)
10.	Redemption/Payment Basis:	Redemption at par
11.	Change of Interest or Redemption/Payment	Not Applicable
	Basis:
12.	Put/Call Options:	Call Option
			Make-Whole Redemption by the Issuer
			Acquisition Event Call Option
			Clean-up Call Option

2

1. Date of Board approval for issuance of Notes obtained:
2. Method of distribution:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

(further particulars specified below)

7 March 2023 and decision of Pascal Bouchiat, Directeur Général, Finances et Systèmes d'Information of Thales, dated 11 October 2023

Syndicated

15.	Fixed Rate Note Provisions	Applicable
(i)	Rate of Interest:	4.250 per cent. per annum payable in arrear on each
			Interest Payment Date.
(ii)	Interest Payment Dates:	18 October in each year
(iii)	Fixed Coupon Amount:	Euro 4,250 per Specified Denomination
(iv)	Broken Amount(s):	Not Applicable
(v)	Day Count Fraction:	Actual/Actual (ICMA)
(vi)	Interest Determination Dates:	18 October in each year
(vii)	Unmatured Coupons void:	Condition 11(f) (Unmatured Coupons and
			unexchanged Talons) is Not Applicable
16.	Floating Rate Note Provisions	Not Applicable
17.	Fixed/Floating Rate Note Provisions	Not Applicable
18.	Zero Coupon Note Provisions	Not Applicable
PROVISIONS RELATING TO REDEMPTION
19.	Call Option	Applicable
	(i)	Optional Redemption Date(s):	Each Business Day from and including 18 July 2031
			up to but excluding the Maturity Date
	(ii) Optional Redemption Amount(s) of	Euro 100,000 per Specified Denomination
		each Note and method, if any, of
		calculation of such amount(s):
	(iii)	Notice period:	As per Conditions
20.	Put Option	Not Applicable
21.	Make-whole Redemption	Applicable
	(i) Parties to be notified by Issuer of	Not Applicable
		Make-whole Redemption Date and

Make-whole Redemption Amount (if other than set out in Condition 10(f)):

3

(ii)	Make-whole Redemption Margin:	0.30 per cent.
(iii) Discounting basis for purposes of	Annual
	calculating sum of the present
	values of the remaining scheduled
	payments of principal and interest
	on Redeemed Notes in the
	determination of the Make-whole
	Redemption Amount:
(iv)	Reference Security:	DBR 0.000% due August 2031 @81.51 (ISIN
		DE0001102564)
(v)	Reference Dealers:	BNP Paribas
		Crédit Agricole Corporate and Investment Bank
		Deutsche Bank Aktiengesellschaft
		Société Générale

1. 1. Quotation Agent:
2. Acquisition Event Call Option Acquisition Target:
   Acquisition Completion Date: Acquisition Event Redemption:
   Acquisition Notice Period:
3. Clean-upCall Option
4. Final Redemption Amount of each Note
5. Early Redemption Amount (taxation reasons)
   Early Redemption Amount(s) of each Note payable on redemption for taxation reasons on an event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

Aether Financial Services

Applicable

Imperva

30 June 2024

100.5 per cent. of the aggregate principal amount of the Notes

The period from the Issue Date to the Acquisition Completion Date

Applicable

Euro 100,000 per Note of Specified Denomination

As set out in the Conditions

GENERAL PROVISIONS APPLICABLE	TO
THE NOTES
26.	Form of Notes:	Dematerialised Notes
	(i) Form of Dematerialised Notes:	Bearer dematerialised form (au porteur)
	(ii) Registration Agent:	Not Applicable
	(iii) Temporary Global Certificate:	Not Applicable

4

	(iv) Applicable TEFRA exemption:	Not Applicable
27.	Additional Financial Centre(s) or other	Not Applicable
	special provisions relating to Payment
	Business Days:

1. Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):
2. Redenomination, renominalisation and reconventioning provisions:
3. Representation of holder of Notes/Masse

DISTRIBUTION

No

Not Applicable

Name and address of the Representative:

MASSQUOTE S.A.S.U. RCS 529 065 880 Nanterre 33, rue Anna Jacquin

92100 Boulogne Billancourt France

Represented by its Chairman

The Representative will be entitled to a remuneration of €400.00 (VAT excluded) per year, payable on each Interest Payment Date (except for the Maturity Date) with the first payment at the Issue Date.

The Representative will exercise its duty until its dissolution, resignation or termination of its duty by a general assembly of Noteholders or until it becomes unable to act. Its appointment shall automatically cease on the Maturity Date, or total redemption prior to the Maturity Date.

31. (i) If syndicated, names of Managers:

(ii) Stabilisation Manager(s) (if any):

5

Global Coordinators:

BNP Paribas

Crédit Agricole Corporate and Investment Bank Deutsche Bank Aktiengesellschaft

Active Bookrunners:

Banco Santander, S.A.

HSBC Continental Europe

J.P. Morgan SE

Natixis

Société Générale

UniCredit Bank AG

Passive Bookrunners:

Banco Bilbao Vizcaya Argentaria, S.A. Barclays Bank Ireland PLC Citigroup Global Markets Europe AG Commerzbank Aktiengesellschaft Crédit Industriel et Commercial S.A.

Crédit Agricole Corporate and Investment Bank