Description of the share buy-back program following the decision of the Board on October 27, 2016 to implement a share buy-back program in accordance with the authorization given by the general meeting of shareholders held on May 19, 2016

Issuer: Gemalto, a company incorporated under Dutch law whose shares are listed on the compartment A of the regulated market Euronext Amsterdam and the regulated market Euronext Paris (together "Euronext").

Securities: Gemalto shares (ISIN code NL0000400653).

Authorization of the share buy-back program:

The share buy-back program has been authorized by the general meeting of shareholders of Gemalto on May 19, 2016. On October 27, 2016, the Board has resolved to implement the program on the basis as set out herein.

Allotment by objective of the 813,372 shares held by Gemalto as of the close of the Euronext trading session on October 28, 2016:

• 181,108 shares with the objective to provide liquidity;
• 451,238 shares with the objective to grant shares to employees;
• 181,026 shares with the objective to fund external growth.

Maximum percentage of the share capital, maximum number and characteristics of the securities that Gemalto proposes to buy-back:

• The securities that Gemalto proposes to buy-back are exclusively ordinary shares.
• The Board of Gemalto, within the scope of the delegation of powers granted by the general meeting of shareholders on May 19, 2016, authorized, on October 27, 2016, the acquisition of up to 10% of its currently issued share capital.
• In accordance with the Company's Articles of Association and the resolutions adopted by the general meeting of shareholders, Gemalto cannot hold more than 10% of its issued share capital at any given time.
• On the basis of 89,893,908 Gemalto shares issued as of today and the 813,372 shares held by Gemalto as of the close of the Euronext trading session on October 28, 2016, Gemalto may currently acquire up to 8,176,019 shares.

Maximum acquisition price per share: the lesser of:

1. €125 (one hundred and twenty five euros); and
2. the higher of the price of the last independent trade and the highest current independent bid on Euronext at the time of the buy-back; and
3. 110% of the average closing share price of the Gemalto share on Euronext during the last five trading days preceding the date on which the shares concerned are acquired by or on behalf of Gemalto.

   On such basis, the maximum pecuniary amount allocated to the share buy-back program is 1,123,673,850 euros.

Minimum acquisition price per share is the nominal value per Gemalto share, i.e. €1 per share.

Objectives of the share buy-back program:

1. Implementation of a program to provide liquidity, such objective being carried out by an investment services provider pursuant to a liquidity agreement complying with applicable rules and regulations, currently including (i) the Regulation on Accepted Market Practices Wft (Regeling gebruikelijke marktpraktijken Wft) and (ii) the charter of ethics approved by the French Autorité des marchés financiers; and
    
2. Granting of Gemalto shares to employees under the terms and arrangements provided by law, including under the Gemalto Global Equity Incentive Plan and the Gemalto Global Employee Share Purchase Plan; and
    
3. Cancellation of the shares acquired for the purpose of reduction of Gemalto's issued share capital, under the terms and arrangements provided by law, Gemalto's articles of association and by the resolutions adopted by the general meeting of shareholders; and
    
4. Funding of external growth through payment for acquisitions in Gemalto shares, to the extent permitted by Dutch law and other applicable laws, and Gemalto's articles of association; and
    
5. Coverage of financial instruments issued by Gemalto giving access, by any means, immediately or in the future, to Gemalto shares, as well as to carry out all hedging as a result of the obligations of Gemalto related to such financial instruments, and particularly debt financial instruments exchangeable into equity instruments.
    

Duration of the program: as from November 1, 2016, until October 31, 2017 (included), being specified that the share buy-back program which started on November 23, 2015 was effective until October 31, 2016 (included).

Gemalto did not use any equity-settled derivatives during the previous share buy-back program and does not own any opening positions in equity-settled derivatives on October 28, 2016.