LABORATORIO DE OBRAS .1 DESCRIPCIÓN

Number of shares1 _{Attributable to equity holders of the Company}

In thousands of Euro Issued Outstanding Share capital Share premium Legal reserves Other reserves Retained earnings Total equity

Shareholders’ equity as of January 1, 2010 88,015,844 82,776,213 88,016 1,215,868 7,461 (104,879) 201,226 1,407,692

Movements in fair value and other reserves:

Currency translation adjustments 28,758 28,758

Fair value gains/(losses), net of tax:

– Financial assets available-for-sale 1,572 1,572

– Actuarial gains and losses on benefit obligations, net of deferred tax (2,402) (2,402)

– Cash flow hedges 1,071 1,071

– Currency translation adjustments on fair value gains/(losses) (938) (938)

Transfer from Other reserves to Legal reserves (23,181) 23,181 –

Net income recognized directly in equity 8,220 19,841 28,061

Net profit for the period 163,920 163,920

Total recognized income for 2010 8,220 19,841 163,920 191,981

Share-based compensation expense 19,447 19,447

Employee share option plans 836,289 15,604 15,604

Purchase of Treasury shares, net (1,281,254) (38,713) (38,713)

Treasury shares used for the acquisition of Todos AB 800,000 26,814 26,814

Excess of purchase price on subsequent acquisition of Netsize S.A. (6,431) (6,431)

Dividends paid/payable to shareholders (20,844) (20,844)

Balance as of December 31, 2010 88,015,844 83,131,248 88,016 1,209,437 15,681 (61,886) 344,302 1,595,550

Movements in fair value and other reserves:

Currency translation adjustments 2,223 2,223

Fair value gains/(losses), net of tax:

– Financial assets available-for-sale (662) (662)

– Actuarial gains and losses on benefit obligations, net of deferred tax (3,712) (3,712)

– Cash flow hedges (14,649) (14,649)

– Currency translation adjustments on fair value gains/(losses) (492) (492)

Transfer from Other reserves to Legal reserves 6,168 (6,168) –

Net income recognized directly in equity (6,920) (10,372) (17,292)

Net profit for the period 160,115 160,115

Total recognized income for 2011 (6,920) (10,372) 160,115 142,823

Share-based compensation expense 29,346 29,346

Employee share option plans 1,697,231 33,848 33,848

Purchase of Treasury shares, net (1,808,943) (61,120) (61,120)

Excess of purchase price on subsequent acquisition of non-controlling interests (221) (221)

Dividends paid/payable to shareholders (23,275) (23,275)

Change in consolidation method2 _{(440) (440)}

Balance as of December 31, 2011 88,015,844 83,019,536 88,016 1,209,216 8,761 (70,184) 480,702 1,716,511 Fin an cia l s ta te m en ts 133 Company financial statements of Gemalto N.V.

The notes below are an integral part of the Company financial statements.

All amounts are stated in thousands of Euro, except per share amounts which are stated in Euro and unless otherwise mentioned.

Note 1. Significant accounting policies 1.1 Basis of preparation

The Company financial statements of Gemalto N.V., with its statutory seat in Amsterdam (‘the Company’ or ‘Gemalto’), have been prepared in accordance with the statutory provisions of Part 9, Book 2 of the Netherlands Civil Code. In accordance with subsection 8 of section 362, Book 2 of the Netherlands Civil Code, the measurement principles and determination of assets, liabilities and results applied in these Company financial statements are the same as those applied in the consolidated financial statements (see note 2 to the consolidated financial statements).

The Company’s financial data are included in the consolidated financial statements. As allowed by section 402, Book 2 of the Netherlands Civil Code, the income statement is presented in a condensed form.

1.2 Investments

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Associates are all entities over which the Company has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.

Investments in subsidiaries are valued at net asset value while associates are valued using the equity method. The Company calculates the net asset value using the accounting policies as described in note 2 to the consolidated accounts. The net asset value of the subsidiaries comprises the cost, excluding goodwill for subsidiaries owned directly by the Company and including goodwill for subsidiaries indirectly owned by the Company, plus the Company’s share in income and losses since acquisition, less dividends received. The Company’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition. The Company’s share of its associates’ and subsidiaries’ post-acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in retained earnings is recognized in retained earnings. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Investments with negative net asset value should be first deducted from loans that form part of the net investments

(if any). Provision should be formed by the Company only if the Company has the firm intention to settle and that the obligations meet the criteria for recognition as provision (e.g. constructive and legal obligations, potential cash outflow, etc).

When the Company’s share of losses in an investment equals or exceeds its interest in the investment (including separately presented goodwill or any other unsecured non-current receivables, being part of the net investment), the Company does not recognize any further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the investment. In such case, the Company will recognize a provision.

Amounts due from investments are stated initially at fair value and subsequently at amortized cost. Amortized cost is determined using the effective interest rate.

1.3 Goodwill

Presentation of goodwill depends on the structuring of the acquisition. Goodwill is presented separately in the Company’s financial statements if this relates to an acquisition performed by the Company itself, otherwise, it is included in the net asset value of the acquiring subsidiary.

Note 2. Goodwill

Goodwill

January 1, 2011 599,587

Acquisition of MCTel 12,173

Adjustment on 2010 acquisitions 410

Currency translation adjustment 1,520

December 31, 2011 613,690

Note 3. Property, plant and equipment

Leasehold improvements and office furniture and equipment January 1, 2011

Gross book value 472

Accumulated depreciation (228)

Net book value 244

2011 movements

Additions 7

Depreciation (76)

December 31, 2011

Gross book value 479

Accumulated depreciation (304)

Net book value 175