Thales (Euronext Paris: HO) announces today that it has signed a binding agreement with the Gorgé family concert for the acquisition of their combined 35.51% stake in Exail Technologies (“Exail”; Euronext Paris: EXA), with a view to acquiring 100% of Exail, through a mandatory tender offer, in each case for a price of €134.00 per share .

With this acquisition, Thales aims to increase its scale in the underwater warfare market, and to expand its capabilities in inertial navigation systems through the addition of Exail’ complementary expertise.

The transaction is based on a price of €134.00 per Exail’ share, reflecting an attractive +44% premium vs. Exail’ unaffected share price as of June 25, 2026 . This implies an enterprise value for Exail of €3.9bn.

Thales anticipates significant value creation for its shareholders from this acquisition:

o Accretive to Thales’ revenue growth and Adjusted EBIT margin profile;

o Adjusted EBIT impact from run-rate revenue and costs synergies in excess of €90m by 2032;

o Adjusted EPS accretion in the first year ;

o Transaction adjusted ROCE above WACC in year 5 post-closing.

The acquisition is in line with Thales’ disciplined capital deployment framework, with no impact on its existing dividend policy.

The closing of the acquisition of the Gorgé family’s stake is expected by Q3 2027, upon completion of customary antitrust and regulatory approvals.

Following the closing of the acquisition of this stake, Thales will file a mandatory tender offer for 100% of Exail’ shares and ODIRNANE bonds with the AMF, with closing expected at the beginning of 2028 at the latest.

The proposed combination of Thales and Exail unanimously and favourably welcomed by Exail’ Board of Directors. Exail’ Board of Directors will be in charge of issuing a reasoned opinion (“avis motive”) upon review of the fairness opinion to be issued by an independent expert to be appointed; an ad hoc committee of Exail’ Board of Directors will monitor the work of such independent expert.