Main Steps of the Merger of Equals

Dec 7, 2005: Merger of Equals announcement

December 2005: Start of anti-trust reviews (Europe, USA, other):
Axalto and Gemplus keep operating as separate companies

January 31, 2006: Axalto shareholders approve combination project with Gemplus.

February 28, 2006: Gemplus shareholders approve matters regarding the proposed combination with Axalto.

March 9, 2006: US Antitrust Authorities Raise No Objection to Gemalto Transaction.

May 19, 2006: European Commission Approves Merger of Axalto-Gemplus.

June 2, 2006: Creation of Gemalto and launch of the public exchange offer for Gemplus shares:
- TPG and Quandt family became shareholders of Axalto which now owns 43,4% of Gemplus.
- Axalto changed its name and became Gemalto
- Axalto and Gemplus integration started, teams began to work together and Gemalto's organisation was set up.

Public Exchange Offer:
July 6, 2006: The joint French language offering document (note d’information) prepared by Gemalto and Gemplus, relating to the exchange tender offer initiated by Gemalto for the shares and the warrant issued by Gemplus, received the visa n° 06-252 from the French AMF.

July 11, 2006: The offer period for the shares and the warrant issued by Gemplus commenced on July 11, 2006. The duration of the offer period is from July 11, 2006 to August 14, 2006.

August 25, 2006: Publication of Euronext Paris notice with the result of the public exchange offer as announced by the Autorité des Marchés Financiers. Following the public exchange offer, Gemalto holds 94.56% of the share capital of Gemplus.

August 30, 2006: The new Gemalto shares corresponding to the exchange of shares have been issued and registered on the Eurolist of Euronext Paris. The number of Gemalto shares is now 88,522,098.

Gemalto will propose the reopening of the public exchange offer. This reopening will enable the shareholders to tender their shares in the same conditions.

September 8, 2006: Gemalto communicates that the public exchange offer initiated by Gemalto for the shares issued by Gemplus is reopened from September 12, 2006 to October 9, 2006 included.

October 2, 2006: Sell-out right for the minority shareholders of Gemplus after the close of the reopened public exchange offer by Gemalto for Gemplus shares

October 9, 2006: Extension of the duration of the reopened public exchange offer by Gemalto for Gemplus shares

November 2, 2006: Close of the reopened public exchange offer on November 8, 2006. The terms of the statutory sell-out rights for the shareholders of Gemplus are described in the press release published on November 2, 2006.

November 17, 2006: Final results of the reopened public exchange offer for Gemplus shares: Gemalto will hold on the date of settlement of the reopened offer, i.e. on November 21, 2006, 96.67% of the share capital and 96.78 of the voting rights of Gemplus.