Gemalto announces voting results of Annual General Meeting of Shareholders

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AMSTERDAM–(BUSINESS WIRE)–Regulatory News:

Gemalto (Euronext NL 0000400653 GTO), the world leader in digital
security, announces that its Annual General Meeting of Shareholders
(“AGM”) held today in the Netherlands approved all the resolutions
proposed by the Board. The agenda included items in connection with the
public offer made by Thales (the “Offer”), which are conditional upon
the Offer succeeding.

Among these resolutions were:

  • Adoption of the Company’s 2017 financial statements.
  • Discharge of Board members for the fulfillment of their duties.
  • Reappointment of Mr. Philippe Alfroid as Non-executive Board member
    until the close of the 2020 AGM.
  • Reappointment of Mr. Johannes Fritz as Non-executive Board member
    until the close of the 2020 AGM.
  • Renewal of the authorization of the Board to repurchase shares in the
    share capital of the Company as well as extension of authorization of
    the Board to issue shares and to grant rights to acquire shares in the
    share capital of Gemalto with or without the power to limit or exclude
    pre-emptive rights accruing to shareholders.
  • Conditional amendment to the Articles of Association of Gemalto as per
    the Settlement Date.
  • Conditional conversion of Gemalto into a private company (a B.V.) and
    amendment to the Articles of Association, which conversion shall occur
    following the delisting of Gemalto from Euronext Amsterdam and
    Euronext Paris.
  • Conditional appointment of Mr. Pascal Bouchiat as Non-Executive Board
    Member as per the Settlement Date.
  • Conditional appointment of Mr. Pierre-Eric Pommellet as Non-Executive
    Board Member as per the Settlement Date.
  • Conditional appointment of Ms. Isabelle Simon as Non-Executive Board
    Member as per the Settlement Date.
  • Conditional appointment of Ms. Marie-Hélène Sartorius as Non-Executive
    Board Member as per the Settlement Date.

As was disclosed in the convocation materials, the Board has resolved to
allocate the full amount of results as they appear from the adopted
Financial Statements over the financial year 2017 to the retained
earnings of the Company. At the AGM, the shareholder meeting has also
discussed the Offer in accordance with article 18 of the Netherlands
Decree on Public Takeover Bids.

The agenda and other relevant detailed information concerning the AGM
are available on the Gemalto’s investor website at http://www.gemalto.com/investors/agm/agm-2018.

About Gemalto

Gemalto (Euronext NL0000400653 GTO) is the global leader in digital
security, with 2017 annual revenues of €3 billion and customers in over
180 countries. We bring trust to an increasingly connected world.

From secure software to biometrics and encryption, our technologies and
services enable businesses and governments to authenticate identities
and protect data so they stay safe and enable services in personal
devices, connected objects, the cloud and in between.

Gemalto’s solutions are at the heart of modern life, from payment to
enterprise security and the internet of things. We authenticate people,
transactions and objects, encrypt data and create value for software –
enabling our clients to deliver secure digital services for billions of
individuals and things.

Our 15,000 employees operate out of 114 offices, 40 personalization and
data centers, and 35 research and software development centers located
in 47 countries.

This is a press release by Gemalto N.V. in connection with the
recommended public offer by Thales S.A. and in accordance with Article
17 of the Market Abuse Regulation. The offer by Thales is made solely
pursuant to the Offer Document, approved by the Netherlands Authority
for the Financial Markets (Autoriteit Financiële Markten). Terms not
defined herein shall have the meaning as set out in the Offer Document.
This announcement does not constitute an offer, or any solicitation of
any offer, to buy or subscribe for any securities in Gemalto. This
announcement is not for release, publication or distribution, in whole
or in part, in or into, directly or indirectly, in any jurisdiction in
which such release, publication or distribution would be unlawful.

For more information visit www.gemalto.com,
or follow @gemalto on Twitter.

Contacts

Investor Relations
Gemalto
Jean-Claude Deturche, M.:
+33 6 2399 2141
jean-claude.deturche@gemalto.com
or
Corporate
Communication

Gemalto
Isabelle Marand, M.: +33 6 1489 1817
isabelle.marand@gemalto.com
or
Media
Relations Agency

Suzanne Bakker, M.: +31 6 1136 8659
suzanne.bakker@cffcommunications.nl

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