FIRST SUPPLEMENT DATED 18 NOVEMBER 2020

TO THE BASE PROSPECTUS DATED 5 AUGUST 2020

(established as a société anonyme with limited liability in France)

€5,000,000,000

Euro Medium Term Note Programme

This supplement constitutes the first supplement (the "First Supplement") to, and must be read in conjunction with, the base prospectus dated 5 August 2020 granted approval no. 20-382 on 5 August 2020 (the "Base Prospectus") by the Autorité des marchés financiers (the "AMF") prepared by Thales (the "Issuer") with respect to its €5,000,000,000 Euro Medium Term Note Programme (the "Programme"). Terms defined in the Base Prospectus have the same meaning when used in this First Supplement. The Base Prospectus, as supplemented, constitutes a base prospectus for the purpose 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 "Prospectus Regulation").

Application has been made to the AMF for approval of this First Supplement in its capacity as competent authority pursuant to the Prospectus Regulation.

The Issuer accepts responsibility for the information contained in this First Supplement.

This First Supplement has been prepared pursuant to Article 23 of the Prospectus Regulation for the purposes of (i) amending the "Risk Factors" section of the Base Prospectus, (ii) updating the "Recent Developments" section of the Base Prospectus following the publication of the Issuer's press release dated 22 October 2020 relating to the Issuer's order intake and sales for the period ending 30 September 2020 and (iii) amending the "General Information" section.

Copies of this First Supplement will be available on the website of the Issuer (www.thalesgroup.com) and on the website of the AMF (www.amf-france.org).

Save as disclosed in this First Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of the Notes to be issued under the Programme since the publication of the Base Prospectus.

To the extent that there is any inconsistency between any statement in this First Supplement and any other statement in or incorporated in the Base Prospectus, the statements in this First Supplement will prevail.

RISK FACTORS

The following paragraph shall be added on page 13 of the Base Prospectus at the end of section entitled 'A. RISK FACTORS RELATING TO THE ISSUER':

"The Issuer considers that the risk factors referred to in this Section A. are up-to-date and relevant in the current circumstances, in particular with regards to the ongoing sanitary crisis, and are corroborated in particular by the content of the press release of the Issuer dated 22 October 2020 in relation to the Issuer's 2020 third quarter order intake and sales results, reproduced in the section "Recent Developments" of this Base Prospectus."

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RECENT DEVELOPMENTS

The below paragraphs shall be inserted in a new "Recent Developments" section to be added directly after the "Business Description Of Thales" section on page 71 of the Base Prospectus. For the avoidance of doubt, references to page numbers in the footnotes therein are to the pages in such press release, not the pages in this Supplement.

"The below press release was published by the Issuer on 22 October 2020 in relation to the 2020 third quarter order intake and sales results of the Issuer. With regards to its objectives for 2020, the Issuer considers that the information contained in such press release remains up-to-date, notwithstanding the various measures taken by the French government since 22 October 2020 in relation to the ongoing sanitary crisis:

"Thales reports its order intake and sales at 30 September 2020

• Order intake: €9.2 billion, down 12% (-18% on an organic basis1)
• Sales: €11.7 billion, down 5.6% (-10.5% on an organic basis)
• Marked improvement in sales in Q3:
• • Total organic change: -4.3%(-19.9% in Q2)
  • Organic change excluding aeronautics: +1.5% (-14.8% in Q2)
• All 2020 financial objectives confirmed

Thales (Euronext Paris: HO) announces today its order intake and sales for the period ending 30 September 2020.

1. In this press release, "organic" means at constant scope and exchange rate. See note on methodology on page 33 of the 2019 universal registration document, and calculation on page 7 of this press release
2. Mature markets: Europe, North America, Australia, New Zealand. Emerging markets: all other countries. See table on page 6
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