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Investor relation policy

Maintaining positive relations with our investors is key to Gemalto’s growth. The confidence and loyalty of private and institutional shareholders are essential to our successful long-term development. Gemalto’s investor relations policy is aimed at informing shareholders in a timely and detailed way about developments that are relevant to Gemalto in order to provide a faithful and clear picture of investment decisions involving Gemalto. Price sensitive information is disseminated without delay through press releases and web site updates.

In addition to the AGM’s, Gemalto has implemented a wide variety of communication tools to keep investors informed on a regular basis. These include the annual reports, legal announcements, press releases and financial statements.

At the publication of interim and annual financial statements, Gemalto holds conference calls or investor meetings. In addition, Gemalto regularly features road shows and participates in conferences for institutional investors. These contacts help Gemalto to get a clear picture of investors’ and analysts’ opinions. Relevant information for potential and current shareholders may be found on the Gemalto web site under the link ‘Investor Relations’ www.gemalto.com/investors

Gemalto also observes ‘black out’ periods during which no road shows and interviews with potential or current investors take place. For interim and annual publications, this covers at least fifteen days prior to the publication date.

Corporate seat

Gemalto N.V. is the holding company of the Group. The corporate seat of Gemalto N.V. is Amsterdam, the Netherlands, and its registered office address is Barbara Strozzilaan 382, 1083 HN Amsterdam, the Netherlands. Gemalto N.V. is registered with the trade register in Amsterdam, the Netherlands under No. 27.25.50.26.

Share capital structure

The Company’s authorized share capital amounts to €150,000,000 and is divided into 150,000,000 ordinary shares, with a nominal value of €1 per share. As of December 31, 2009 the Company’s issued and paid-up share capital amounted to €88,015,844, consisting of 88,015,844 ordinary shares with a nominal value of €1 per share, of which 5,239,631 shares were held in treasury. 82,776,213 shares were in circulation on December 31, 2009.

Stock exchange listing - 2009 stock market data

Gemalto N.V. (Euronext NL 0000400653) is listed on Eurolist by Euronext Paris S.A. in the compartment A (Large Caps). Gemalto shares were eligible for the Deferred Settlement System or Service de Règlement Différé (SRD) from January 26, 2006 onwards. Among other stock indices, Gemalto is part of the SBF 120 (FR0003999481), NEXT20 (QS0010989109) and Dow Jones STOXX 600 Index (EU0009658202).

Mnemonic: GTO
Exchange: NYSE Euronext Paris
ISIN Code: NL0000400653
Reuters: GTO.PA
Bloomberg: GTO:FP

Share price evolution

• Average daily trading volume in 2009: 376,957 shares
• Market capitalization as of December 31, 2009: €2,684,483,242

ADR (American Depositary Receipt)

Gemalto established a sponsored Level I American Depository Receipt (ADR) Program in the US in November 2009. Each Gemalto ordinary share is represented by two ADRs. Gemalto’s ADRs trade in US dollars and have full voting rights. The dividends are the same as for Gemalto’s shares and are paid to investors in US dollars. Dividends are converted into US dollars by the depositary bank at the prevailing rate.

Structure: Sponsored Level I ADR
Mnemonic: GTOMY
Exchange: OTC
Ratio (ORD:DR): 1:2
DR ISIN: US36863N2080
DR CUSIP: 36863N 208

Shareholders’ disclosures

For further information, please refer to Shareholders’ disclosures.

Notification date	Notifier	Disclosure
October 7, 2009	Pioneer Investments	5.00%
May 28, 2009	TPG Advisors III Inc	6.53%
May 28, 2009	Caisses des Depots et Consignations (CDC)	8.43%
Feb 18, 2009	FMR LLC	5.04%
Sept 18, 2008(1)	Gemalto N.V	5.17%

(1)

5,239,631 shares were held in treasury by Gemalto as of December 31, 2009.

Geographic spread of share holdings

Geographical spread of identified shareholding as of July 2009

North America	36%
UK and Ireland	15%
Continental Europe	48%
Other	1%

Dividend

The Company did not pay a dividend in 2009 in respect of the 2008 financial year. With due observance of the Company’s dividend policy the Board will propose to the 2010 AGM to distribute a dividend in cash of €0.25 per share in respect of the 2009 financial year. For more information on the dividend policy, please refer to Distribution of profits.

Share buy-back program

The 2009 AGM has renewed the Company share buy-back program up to November 19, 2010. During the full year 2009, the Company used €65 million to purchase Gemalto shares within this program. For further information on the share buy-back program, please refer to Authorizations to the Board.

Financial calendar 2010