Notice of the 2010 Annual General Meeting of Shareholders of Gemalto N.V.

Regulatory News:

Shareholders and other persons entitled to attend General Meetings of Shareholders of Gemalto N.V. ("Gemalto”) (Euronext NL0000400653 GTO) are invited to the Annual General Meeting of Shareholders ("AGM”) of Gemalto to be held at the Sheraton Amsterdam Airport Hotel & Conference Center, Schiphol Boulevard 101, 1118 BG, Schiphol Airport, the Netherlands at 10:00 a.m. CET on Wednesday, May 19, 2010. Registration will take place between 9:00 a.m. and 9:45 a.m. CET.

Language - Documents

Gemalto is an international company and its corporate language is English, the AGM will therefore be conducted in English. The agenda, including the explanatory notes, Gemalto's 2009 Annual Report (including the 2009 Financial Statements), as well as information on the person proposed for appointment to the Board, are available, free of charge, at Gemalto´s head office (Barbara Strozzilaan 382, 1083 HN Amsterdam, the Netherlands) and at the offices of Gemalto International S.A.S. (6, rue de la Verrerie, 92190 Meudon, France), and are published on Gemalto´s website (www.gemalto.com).

Record date

The Board has decided that the persons entitled to attend and cast votes at the AGM will be those who are recorded as having such rights as per the closure of the Euronext Paris stock market on April 21, 2010 (the "Record Date”) in a register designated by the Board for that purpose, regardless of whether they are shareholder at the time of the AGM.

This means that shareholders need to own Gemalto shares on April 21, 2010, the Record Date, to be entitled to attend and cast votes, but they do not need to block their shares from the Record Date until the AGM on May 19, 2010.

Procedure for registering for and voting at the AGM

Gemalto shares can be held in two ways:

1. Shareholders holding their shares in an account in a bank, a financial institution, an account holder or an intermediary ("Unregistered shareholders”)

Attendance at AGM: Unregistered shareholders who wish to attend the AGM and to vote in person, or wish to appoint a representative to attend the AGM and vote on their behalf must obtain a power of attorney from Euroclear by completing the form "Request for power of attorney”.

Voting instructions: To provide Euroclear with voting instructions for the AGM, Unregistered shareholders must complete the form "Voting instructions”.

Unregistered shareholders should contact their bank or intermediary to receive the forms "Request for power of attorney” and "Voting instructions”, or can refer to Gemalto’s website (www.gemalto.com/investors).

The completed forms must be received by the bank or intermediary at the latest on May 14, 2010.

2. Shareholders listed in Gemalto’s shareholders register ("Registered shareholders”)

This case applies to shareholders who have proactively transferred their shares in their own name in order to become listed in Gemalto’s shareholders register. (Shareholders wishing to do so should contact NMC.)

Attendance at AGM: Registered shareholders who wish to attend the AGM and vote in person must complete the "Attendance” form. Registered shareholders who wish to appoint a representative to attend the AGM and vote on their behalf must complete the form "Power of attorney”.

Voting instructions: Registered shareholders who wish to appoint Gemalto’s registrar, NMC, as their representative to attend the AGM and vote in accordance with their voting instructions must complete the form "Power of attorney”.

Registered shareholders will receive a letter from Gemalto by mail containing an invitation for the AGM, the agenda including the explanatory notes, and the procedure for registering for and voting at the AGM. All documents are also available on Gemalto’s website (www.gemalto.com/investors).

The completed forms must be received by NMC at the latest on May 14, 2010.

Registration and identification

Registration will take place at the Sheraton Amsterdam Airport Hotel & Conference Center, Schiphol Boulevard 101, 1118 BG, Schiphol Airport, the Netherlands, between 9:00 a.m. and 9:45 a.m. CET, on Wednesday, May 19, 2010. Once the meeting has started, registration is no longer possible.

Shareholders and other persons entitled to attend the AGM will be required to present valid identity papers when registering and are required to sign the attendance list. Holders of a power of attorney are required to present a copy of their power of attorney.

Dividend

Gemalto proposes at the AGM to distribute a dividend in cash of EUR 0.25 per share for the 2009 financial year. If this resolution is adopted, the dividend shall become payable on May 31, 2010.

If this resolution is adopted, the dividend will be paid

The dividend in cash is in principle subject to 15% Dutch dividend withholding tax, which will be deducted by Gemalto from the dividend paid to the shareholders. Some shareholders may be eligible to claim a refund of the tax withheld, if certain conditions are met. Shareholders are advised to consult their own tax advisor on their applicable situation with respect to any tax aspects relating to the dividend.

Information for shareholders

Gemalto’s registrar is Netherlands Management Company B.V. ("NMC”).

The contact persons at NMC are Ms. Saskia Engel and Ms. Sandra Lombert. Both are Dutch, English and French speaking.