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The objectives set for the internal risk management system are to identify the significant financial, operational, social, regulatory, legal and environmental risks that the Company may face, to perform a mapping of these risks and to initiate actions to mitigate, reduce, transfer, hedge, keep and manage, or suppress them. The Company’s risk profile is reported in ‘Principal risks’, and the internal risk management and control systems are described here.

The Company operates in a dynamic environment and there may be circumstances in which risks occur that had not yet been identified or in which the impact of identified risks is greater than expected. The Company’s internal controls are designed to manage these risks within limits acceptable to the Company, but may not always prevent or detect all misstatements, inaccuracies, errors, fraud or non-compliance with law and regulations, neither can they provide certainty as to the achievement of the Company’s objectives.

The Board is responsible for reviewing the Company’s system of internal risk management and controls and for assessing their effectiveness. The Audit committee reviewed with management and internal audit the Company’s system of internal risk management and controls focusing on matters relating to financial reporting and on the main operational risks that have been identified, and on the result of actions that had been previously presented and performed by management.

The Board subsequently considered the results of the Audit committee’s review.

For purpose of compliance with the Dutch corporate governance code, to the best of its knowledge, the Board believes that, as regards the risks relating to financial reporting:

• Gemalto’s internal risk management and control systems provide a reasonable assurance that its financial reporting does not contain any errors of material importance;
• Gemalto’s internal risk management and control systems in relation to financial reporting have worked properly in the year 2009.

In conjunction with the European Union Transparency Directive, as incorporated in chapter 5.3 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the Board hereby declares that, to the best of its knowledge:

• the annual financial statements for the year ended December 31, 2009 give a true and fair view of the assets, liabilities, financial position and profit or loss of Gemalto and its consolidated companies;
• the annual management report gives a true and fair view of the position as per the balance sheet date and the state of affairs during 2009 of Gemalto and its affiliated companies of which the data has been included in the financial statements; and
• the annual management report describes the principal risks that Gemalto faces.

The Board

Amsterdam, March 2, 2010