France Thales Sets Tender

Thales has decided to waive the Offer Condition with respect to the antitrust and foreign investment Regulatory Clearances in Russia All other Regulatory Clearances have already been obtained The Acceptance Period shall end at 1740 CET on Thursday 28 March 2019 Offer price 51 per share If the offer is declared unconditional the settlement is expected to occur on 2 April 2019Reference is made to the joint press release by Thales and Gemalto dated 27 March 2018 in relation to the launch of the recommended all-cash offer by Thales for all the issued and outstanding shares of Gemalto the Offer the publication of the Offer Document and the joint press release of Thales and Gemalto dated 10 August 2018 in relation to the further extension of the Acceptance Period. Terms not defined in this press release will have the meaning as set forth in the Offer Document.Thales and Gemalto announce that Thales has decided to waive the Offer Condition with respect to the antitrust and foreign investment Regulatory Clearances in Russia. Since all other Regulatory Clearances have been obtained namely the antitrust clearances in Australia China the European Union Israel Mexico New Zealand South Africa Turkey and the United States and clearances relating to foreign investments in Australia Canada and the United States CFIUS the Offer Condition with respect to Regulatory Clearances has now been fulfilled.In accordance with the dispensation ontheffing granted by the AFM on 9 August 2018 and the joint press release of Thales and Gemalto dated 10 August 2018 Gemalto shareholders have now 2 full weeks to tender their shares to the Thales offer. The Acceptance Period shall end at 1740 CET on Thursday 28 March 2019 the Acceptance Closing Time.Acceptance by holders of Ordinary SharesShareholders who hold their Ordinary Shares through an Admitted Institution must make their acceptance known via their custodian bank or stockbroker prior 1740 CET on Thursday 28 March 2019. Custodians banks or stockbrokers may set an earlier deadline for communication by Shareholders in order to permit the custodian bank or stockbroker to communicate acceptances to ING Bank N.V. the Settlement Agent in a timely manner.Admitted Institutions may tender Ordinary Shares for acceptance only to the Settlement Agent and only in writing. In submitting the acceptance the Admitted Institutions are required to declare that i they have the Tendered Ordinary Shares in their administration ii each Shareholder who accepts the Offer irrevocably represents and warrants that the Tendered Ordinary Shares are being tendered in compliance with the restrictions as set out in Section 2 Restrictions and Section 3 Important Information of the Offer Document and the securities and other applicable laws andor regulations of the jurisdictions to which such Shareholder is subject and no registration approval or filing with any regulatory authority of such jurisdiction is required in connection with the Tendered Ordinary Shares and iii they undertake to transfer leveren these Tendered Ordinary Shares to Thales prior to or on the Settlement Date provided Thales declares the Offer unconditional gestand wordt gedaan.Acceptance by holders of Ordinary Shares individually recorded in Gemaltos shareholders registerShareholders individually recorded in Gemaltos shareholders register Registered Holders wishing to accept the Offer in respect of such Shares must deliver a completed and signed acceptance form to the Settlement Agent in accordance with the terms and conditions of the Offer no later than 1740 CET on Thursday 28 March 2019. The acceptance forms are available upon request from the Settlement Agent. The acceptance form will also serve as a deed of transfer akte van levering with respect to the Shares referenced therein.Acceptance by holders of American Depositary SharesHolders of ADSs in registered form either in American Depositary Receipt ADR form or in uncertificated form through the Direct Registration System a system administered by the DTC pursuant to which Deutsche Bank Trust Company Americas as the depositary for the ADSs the U.S. Depositary may register the ownership of uncertificated ADSs in its books may accept the Offer and tender ADSs to American Stock Transfer Trust Co. LLC the ADS Tender Agent by delivering to the ADS Tender Agent a properly completed and duly executed ADS Letter of Transmittal with any applicable signature guarantees from an Eligible Institution together with the American Depositary Receipts representing the ADSs specified on the face of the ADS Letter of Transmittal if applicable prior to the Acceptance Closing Time. The ADS Letter of Transmittal and other associated forms are available upon request from the ADS Tender Agent andor the U.S. Information Agent for ADSs. Properly completed and duly executed ADS Letters of Transmittal together with the corresponding ADRs if applicable should only be sent to the ADS Tender Agent and should not be sent to Thales the U.S. Depositary the U.S. Information Agent for ADSs or the Settlement Agent. Properly completed and duly executed ADS Letters of Transmittal together with the corresponding ADRs if applicable or if a Shareholder is tendering pursuant to the guaranteed delivery procedures set forth herein the properly-completed notice of guaranteed delivery must be received by the ADS Tender Agent prior to the Acceptance Closing Time.