Press release

Paris, October 9, 2026 at 8 a.m.

Key figures for the first half of 2026

The main indicators presented below have already been published in the press releases dated July 23 and September 14, 2026.

• Order intake of €228 million, slightly up excluding the impact of the €400 million contract signed in 2025.
• Organic revenue growth of 27%[1]
• Current EBITDA up 43%, significantly faster than revenue. The current EBITDA margin reached 23% in the first half of 2026, up 3 pts. 
• A €68 million increase in working capital requirement in the first half, a period which is traditionally less favorable, with the trend reversing markedly in the second half, notably thanks to the collection of a €117 million invoice in October. 
• €254 million raised through an ODIRNANE issuance, in addition to the €300 million issued in 2025. 

This press release now presents the financial statements, including the accounting restatements detailed below.

Exail Technologies delivered a very strong first half of 2026, driven by the ramp-up of maritime robotics programs, strong demand for navigation systems and accelerating photonics activities. This business momentum was accompanied by a marked improvement in profitability across both of the Group's segments, supported by higher volumes and the industrial initiatives undertaken in recent years. These trends are continuing against a backdrop of growing needs for sovereignty, secure maritime operations and resilient navigation.

The key development since the end of the half-year is the announcement of the proposed combination with Thales, involving the acquisition of the Gorgé family's stake, which is still expected to be completed by the third quarter of 2027, followed by the launch of a mandatory tender offer.

Following the announcement in July 2026 of the proposed combination between Exail Technologies and Thales, an in-depth review was conducted of the contractual provisions entered into in 2022 in connection with the acquisition of iXblue, in order to assess the implications of a change of control, which had not been contemplated at the time. This review concerns the instruments held by ICG as well as certain instruments held by employees, executives and corporate officers. It resulted in retrospective restatements of the financial statements in accordance with IAS 8, and in the recognition of financial expenses and share-based payment expenses.

These corrections have no impact on current EBITDA, income from ordinary activities or cash flows and do not change the terms of the proposed acquisition by Thales. Details of the restatements and the restated financial statements for the comparative periods are presented in the appendix to this press release.

Income statement for the first half of 2026

The half-year consolidated financial statements presented above were approved by the Board of Directors, which met on October 8, 2026. The financial statements have been subject to a limited review by the Statutory Auditors, which is currently being finalized. Their report will be published shortly as part of the half-year financial report. The financial statements are available in the appendix to this press release.

Order intake: €228 million

Order intake for the first half of 2026 amounted to €228 million. Comparison with the first half of 2025 is affected by the signing, in February 2025, of a major contract worth around €400 million in the field of mine countermeasures. Excluding this item, commercial activity remains strong, driven in particular by the strong increase in orders for navigation systems, up by more than 40% in the first half of 2026, and photonics activities, up by nearly 70%.

More detailed information on order intake for the first half of the year is available in the press release published on July 23, 2026 on first-half activity and revenue (link).

€275 million in revenues, up 27% organically

Exail Technologies generated revenues of €275 million in the first half of 2026, up 25% and 27% on a comparable basis. This growth was mainly driven by the Navigation & Maritime Robotics segment, whose revenues increased by +33%, thanks to the ramp-up of the main robotics programs and the increase in production capacity for navigation systems.

The Advanced Technologies segment posted organic growth of +12%. The growth in photonics activities offset the more moderate evolution of the other activities in the segment.

A detailed presentation of the evolution of revenues by activity is included in the press release published on July 23, 2026 relating to the activity of the 2^nd quarter of 2026.

€63 million in current EBITDA, up 43%

The Group's profitability improved significantly in the first half of 2026. Current EBITDA reached €63 million, up 43%, significantly outpacing revenue growth. The current EBITDA margin was 22.9%, an increase of 3 points compared with the first half of 2025.

Current EBITDA and income from ordinary activities by segment[4]

The improvement in profitability came from both of the Group's segment. The Navigation & Maritime Robotics segment generated current EBITDA of €55 million, up 49%. Its current EBITDA margin reached 24%, compared with 22% in the first half of 2025. This improvement reflects higher volumes in the segment's two main activities. In maritime robotics, the ramp-up of ongoing programs is gradually improving the absorption of production costs. In navigation systems, the sharp increase in volumes produced and delivered also contributed to the improvement in profitability.

The Advanced Technologies segment recorded a very strong improvement in its results. Its current EBITDA reached €15 million, compared to €8 million in the first half of 2025, and its margin increased from 14% to 25%. This change was driven by:

• the strong growth of photonics activities, which have been accelerating for several quarters;
• a favorable basis of comparison, as the first half of 2025 was affected by disruptions related to the relocation of part of these activities to a new site;
• the disposal of the Automation business, completed at the end of April 2026, which also contributes to the improvement of the segment's profitability profile.

Income from ordinary activities: €46 million, up 61%

Depreciation, amortization and provisions amounted to €17 million in the first half of 2026 (compared with €15 million in the first half of 2025), which is proportionately stable compared to previous years. Depreciation and amortization mainly concern intangible and tangible assets, for around €6 million each, as well as rights of use for leased assets, for €4.5 million. Provisions are low and represent €0.4 million in the first half.

Income from ordinary activities therefore reached €46 million, up 61%.

Operating income

Other items between income from ordinary activities and operating income represented a total charge of €69 million, essentially with no impact on cash. They include €57 million in expenses related to compensation and shareholding plans, €9 million in amortization of assets recognized at fair value in connection with acquisitions and €1.7 million related to the deconsolidation of the Automation business.

The notable change in share-based payments is related to the free share allocation plans implemented in the second half of 2025 (which therefore did not contribute to the first half of 2025), the revaluation of provisions for the French employer social contribution, as well as the accounting restatements relating to the shares allocated to the employees of Exail SAS and Exail Holding (which do not create any contractual rights or any new legal commitments but modify their accounting treatment).

As a result, the Group's operating income amounted to -€23 million.

Cost of net financial debt: €7 million

The cost of net financial debt recorded was €7 million, compared with €12 million in the first half of 2025. Interest and similar expenses amounted to €12 million, including €6.9 million of capitalized interest on bonds held by ICG, with no effect on cash during the period.

At the same time, the group benefited from €5.9 million in financial income from investing its cash, including €4.8 million generated by proceeds from the ODIRNANE issuances. In cash, interest earned was slightly higher than interest disbursed over the half-year.

Other financial expenses amounted to €63 million in the first half of 2026, compared with €123 million in the first half of 2025 restated. They mainly include changes in the value of the commitment to ICG and the commitments related to the shares granted to Exail SAS employees recognized following the accounting restatements described below. These expenses have no impact on cash for the period. These restatements are explained in the condensed consolidated financial statements in the appendix to this press release.

Overall, consolidated net income was -€87 million.

Cash generation traditionally less favorable in the first half

Exail Technologies generated cash flow from operations before WCR of €38 million, relatively stable compared with the first half of 2025. Working capital requirement increased by €68 million over the half-year. The first half is traditionally less favorable in terms of working capital requirement due to the timing of contract invoicing and collections. This trend reverses in the second half, which already benefits from the collection of a €117 million invoice in October.

Capex amounted to €25 million in the first half of 2026, compared with €14 million in the first half of 2025. This increase is mainly due to investments related to the group's increase in production capacity, particularly in navigation systems and photonics activities in a very buoyant commercial context.

Balance sheet: strengthened cash position and accounting restatements

ODIRNANE follow-up issue in January 2026

In January 2026, Exail Technologies completed an additional €200 million nominal issue of ODIRNANE, fungible with the €300 million issue completed in 2025. The new bonds were issued at 127% of their nominal value, allowing the company to receive a net amount of €254 million.

This transaction brings the amount recorded in equity under ODIRNANE to more than €550 million and significantly strengthens the group's financial capacity.

Higher available cash

Exail Technologies had €503 million in cash available at the end of June 2026. The group also had €91 million placed in an escrow account dedicated to the payment of ODIRNANE coupons.

Gross financial debt amounted to €356 million, including ICG bonds (€125 million) whose interest is capitalized and which do not generate disbursements before their repayment.

The group's net cash position thus reached €148 million at the end of June 2026. Including the escrow account, adjusted net cash amounted to €239 million.

Accounting restatements

In the context of the announcement, in July 2026, of the proposed combination between EXAIL TECHNOLOGIES and THALES (see note 12.3 of the half-year financial report), in-depth work has been carried out on the consequences of the upcoming change of control. The accounting treatment of the contractual documentation entered into in connection with the acquisition of IXBLUE in 2022, concerning the instruments held by ICG and the employees, has been reviewed. This work has led to the retrospective correction of the financial statements in accordance with IAS 8. Detailed information is provided in the appendix to this press release. These restatements lead to the recognition as at June 30, 2026 of a liability of €329 million for financing provided by ICG (€296 million as of January 1, 2026) and €126 million for share-based compensation plans (€75 million as of January 1, 2026). Changes in the value of these liabilities are recognized, mainly (€62 million), in financial expenses. These restatements represent a change in the accounting treatment of certain instruments held by ICG and employees. They do not reflect the valuation of these instruments in the context of the proposed acquisition by Thales announced in July 2026 and do not constitute a commitment by the Company, Thales or their respective affiliates to the valuation of these instruments. They do not in any way modify the terms of the proposed acquisition by Thales as announced.

These restatements also have a very limited impact on the calculation of Exail Holding's financial covenants, given the contractual definitions of the aggregates used to calculate them.

Tables presenting the restatements are available in the appendix to this press release.

Proposed combination with Thales

On July 6, 2026, Thales and Exail Technologies announced the signing of a binding agreement with the Gorgé family to acquire its 35.51% stake in Exail Technologies, at a price of €134 per share. This first step is expected to be completed by the 3^rd quarter of 2027. It remains subject to obtaining the usual regulatory and competition approvals.

Following this acquisition, Thales will file a mandatory tender offer for all the shares and ODIRNANE of Exail Technologies. On July 30, 2026, Thales and Exail Technologies signed a combination agreement defining the terms of this transaction.

The Board of Directors of Exail Technologies has unanimously and favorably welcomed this proposed combination. The Board of Directors will be responsible for issuing a reasoned opinion after examining the fairness opinion that will be issued by Ledouble in connection with the offer.

Outlook

Exail Technologies operates in sustainably buoyant markets, supported by growing needs in terms of sovereignty, robotization of maritime operations and resilient navigation. The group benefits from a recognized technological positioning in maritime drone systems, high-performance inertial navigation solutions and photonics technologies.

Commercial activity remains strong across all business lines. In mine countermeasures, several large-scale programs are still being evaluated, both for new customers and for additional needs of already equipped navies. The group is also continuing its development in other maritime robotics applications, in particular with its DriX surface drones.

In navigation systems, demand continues to grow in naval, land, space and civil applications. The group continues to increase its industrial capacity to support this dynamic. Photonics activities also benefited from strong growth in order intake and a broadening of their customer base.

With a backlog of more than €1 billion and a large pipeline of commercial opportunities, Exail Technologies has good visibility to continue its growth trajectory over the coming years.

2026 objectives

After organic revenue growth of 27% and an increase in current EBITDA of 43% in the first half of the year, Exail Technologies confirms its objectives for the 2026 financial year: double-digit revenue growth and current EBITDA growth above revenues.

Next financial communication

• October 14, 2026: Q3 2026 activity

About Exail Technologies

Exail Technologies is a high-tech defense company specializing in the fields of autonomous robotics and navigation systems, with a strong vertical integration of the businesses. The group offers maritime drone systems, particularly for underwater mine countermeasures, and inertial navigation units using state-of-the-art fiber optic gyroscope technology.

Exail Technologies provides performance, reliability and safety to its civil and military customers operating in harsh environments and generates its revenues in nearly 80 countries. The company generates most of its revenues in the defense sector, but also from civilian customers.

Exail Technologies is listed on Euronext Paris Compartment B (EXA) and on the OTCQX (EXALF) trading market. The company is part of the SBF 120, Euronext Tech Leaders and MSCI Global Small Caps indices.

www.exail-technologies.com

APPENDICES

Definition of alternative performance indicators

• Current EBITDA: operating income before net depreciation, amortization and provisions, share-based payment expenses, amortization of intangible assets recognized at fair value and other items in operating income.
• Income from ordinary activities: operating income before share-based payment expenses, amortization of intangible assets recognized at fair value and other items in operating income.
• Cash flow from operations : Cash flow generated from operations before changes in working capital requirements and after neutralization of the cost of net financial debt and taxes.
• Net debt : Financial liabilities less cash, excluding IFRS 16 lease liability.
• Net cash : cash and cash equivalents, less current bank loans and financial debt excluding current bank loans, excluding IFRS 16 lease liabilities.
• Adjusted net cash : net cash plus escrow account including accrued interest.

Restatement of prior-period financial information

Following the announcement in July 2026 of the proposed combination between EXAIL TECHNOLOGIES and THALES, the Group re-examined the accounting treatments applied since 2022 to certain contractual clauses relating to the settlement mechanisms of instruments held by ICG, managers and employees. This review identified an incorrect initial assessment of the existence and nature of the cash settlement obligations arising from these clauses. The accounting treatments concerned were therefore corrected retrospectively in accordance with IAS 8. The instruments and settlement mechanisms concerned were described in Notes 2.2.2, 5.4 and 8.2 to the previously published financial statements; the correction relates to the accounting treatments applied to these instruments and mechanisms under IFRS.

These restatements mainly result in the retrospective recognition of liabilities that had either not been recognized as such or had been understated in respect of the rights granted to ICG and employees. They result in a decrease in shareholders' equity and, depending on the instruments concerned, in the recognition of additional share-based payment expenses and changes in value in financial income and expenses. The comparative information presented in these financial statements has been restated accordingly. These corrections have no impact on the Group's historical cash flows or on the main indicators previously reported, but change the presentation of its statement of financial position and prior-period results.

1/ ICG financing

In 2022, ICG provided financing to EXAIL HOLDING in the form of bonds (€81.3 million) and preferred shares (ADP T, €149.7 million), with an attached ADP PV right. The accounting treatment applied to the preferred shares in 2022 was re-examined.

• The analysis applied since 2022 was that ICG could not, under any reasonably likely scenario, require payment from the Group. However, a provision of the shareholders' agreement provides that, in the event of redemption of the ICG bonds at maturity (2030) or early redemption resulting from a change of control, EXAIL TECHNOLOGIES would benefit from a call option granted by ICG. If EXAIL TECHNOLOGIES did not exercise this call option, ICG could initiate a process for the sale of all of EXAIL HOLDING, would benefit from additional governance rights and would be entitled to enhanced dividends. If these enhanced dividends were not paid, ICG would then benefit from a put option. Given this mechanism and the conditional nature of the put option, it had been considered that the put option could only arise in a theoretical situation deemed unlikely and following voluntary decisions by EXAIL TECHNOLOGIES. No liability had therefore been recognized in this respect.
• Under the analysis now applied in accordance with IAS 32, the existence of the rights granted under the shareholders' agreement takes precedence over the presumed low probability that these rights will be exercised. Accordingly, a liability equal to the lower of the enhanced dividend and the fair value of the equity instruments held by ICG should have been recognized, since, if ICG did not receive this dividend, it could exercise its put option. The theoretical amount of the enhanced dividend at each reporting date was therefore retrospectively compared with the value of the ICG securities, determined on the basis of the contractual provisions and valuations based on EXAIL TECHNOLOGIES' share price, and the lower of these two amounts was recognized as a liability in the statement of financial position, under non-current liabilities, on the line “Commitments to buy back shares held by non-controlling shareholders”. Changes in this liability between reporting dates are recognized in financial income and expenses.

The commitment was measured at €296 million at the end of December 2025 and €329 million at the end of June 2026, with the change in value over the half-year recognized in financial income and expenses. In the event of redemption of the ICG bonds at maturity or in connection with a change of control, the commitment now recognized represents the amount that EXAIL TECHNOLOGIES could choose to pay in order not to be required to repurchase all the securities held by ICG; it represents neither the value of the securities held by ICG nor the amount that the Company would pay if it chose to repurchase these securities.

2/ Share-based payment plans

2A - EXAIL SAS

EXAIL SAS (formerly IXBLUE) set up free share allocation plans and stock option plans between 2018 and 2021, before its acquisition by the Group.

• At the time of the acquisition in 2022, these plans were maintained and supplemented by settlement mechanisms agreed with the beneficiaries, including share repurchase commitments by EXAIL HOLDING. Historically, the plans had been accounted for separately as equity-settled plans, while settlement commitments relating to vested shares had been recognized as liabilities under IAS 32.
• The review led to the conclusion that the 2022 agreements constituted modifications to the existing plans and should be analyzed together with them as a single arrangement within the scope of IFRS 2. Taken as a whole, this arrangement should be considered a cash-settled plan: a liability measured at the fair value of the instruments at each reporting date should have been recognized, with a corresponding expense. The expense corresponding to the services rendered by employees is recognized in operating income over the revised vesting period. After vesting, changes in the value of the liability are recognized in financial income and expenses.

Measured on the basis of EXAIL TECHNOLOGIES' share price, the liability amounted to €75.4 million at December 31, 2025, compared with €38.1 million initially recognized, and then to €126.2 million at June 30, 2026. These amounts take into account the recognition of the expense over the vesting period, part of which is still ongoing. Accordingly, the liability recognized does not correspond to the total value of the shares that could be taken into account in the event of a future change of control. It is presented in the statement of financial position under employee-related liabilities.

2B - EXAIL HOLDING

EXAIL HOLDING set up several free share allocation plans for Group managers and employees between 2022 and 2025.

• Beneficiaries of the EXAIL HOLDING plans do not have an option allowing them to require the Group to repurchase their securities. These plans were initially accounted for as equity-settled plans.

• It now appears that this accounting treatment was not consistent with the settlement scenario considered most likely. Up to and including June 30, 2025, the most likely scenario was a refinancing of ICG by the Group, under which the Group itself would have settled with employees by repurchasing their securities. The plans should therefore have been accounted for as cash-settled plans: a liability measured at the fair value of the instruments at each reporting date should have been recognized (€58.1 million at June 30, 2025), with a corresponding expense. At the end of FY 2025, a sale of the Group became a likely scenario. Under this scenario, employees would sell their securities to the acquirer pursuant to their joint exit rights, with no settlement by the Group. The plans are therefore classified as equity-settled from that date, with an expense recognized in operating income over the revised vesting period.

At June 30, 2026, the shares are recognized at their fair value at the grant date, with a corresponding adjustment to shareholders' equity, taking into account only the portion of the vesting period elapsed to date. The cumulative expense of €25.1 million (€12.7 million at December 31, 2025) is therefore not included in the Group's liabilities and does not correspond to the fair value of the shares that could be taken into account in the event of a change of control.

All of these matters therefore relate to the valuation and accounting treatment of instruments that have long been held by non-controlling shareholders (ICG and employees). They are illustrated in the reconciliation tables below.

First-half 2026 income statement

Consolidated statement of financial position - Assets

Consolidated Statement of Financial Position - Liabilities

Cash flow statement

Segment information – first half of 2026

Segment information – first half of 2025 restated