TRATAMIENTO DE JUNTA .1 ALCANCE

Remuneration of the Board

The Board currently consists of ten Board members: one Executive Board member, the CEO, and nine Non- executive Board members.

At the 2011 AGM, the terms of Messrs. A. Mandl and M Soublin ended.

Upon proposal by the Board, the 2011 AGM reappointed Mr. A. Mandl as Non-executive Board member for a second term and reappointed Mr. M. Soublin as Non-executive Board member for a third term, both terms ending at the close of the 2015 AGM.

At the 2012 AGM, the terms of Messrs. O. Piou, G. Fink, J. Fritz and A. van der Poel will end.

Gemalto Board

Board member fee per annum

Board committee fee per annum

Remuneration from January 1 until December 31, 2010 Fiscal year 2010

Alex Mandl Non-executive Chairman 200,000 12,000 212,000

Olivier Piou Chief Executive Officer 35,000 – 35,000

Kent Atkinson Non-executive Board member 65,000 24,000 89,000

David Bonderman Non-executive Board member 65,000 8,000 73,000

Geoffrey Fink Non-executive Board member 65,000 16,000 81,000

Johannes Fritz Non-executive Board member 65,000 28,000 93,000

John Ormerod Non-executive Board member 65,000 32,000 97,000

Michel Soublin Non-executive Board member 65,000 16,000 81,000

Buford Alexander Non-executive Board member 65,000 8,000 73,000

Philippe Alfroid Non-executive Board member 40,425 8,066 48,491

Arthur van der Poel Non-executive Board member 65,000 20,000 85,000

Total 795,425 172,066 967,491

Gemalto Board

Board member fee per annum

Board committee fee per annum

Remuneration from January 1 until December 31, 2011 Fiscal year 2011

Alex Mandl Non-executive Chairman 200,000 12,000 212,000

Olivier Piou Chief Executive Officer 35,000 – 35,000

Kent Atkinson Non-executive Board member 65,000 24,000 89,000

Geoffrey Fink Non-executive Board member 65,000 16,000 81,000

Johannes Fritz Non-executive Board member 65,000 28,000 93,000

John Ormerod Non-executive Board member 65,000 32,000 97,000

Michel Soublin Non-executive Board member 65,000 16,000 81,000

Buford Alexander Non-executive Board member 65,000 8,000 73,000

Philippe Alfroid Non-executive Board member 65,000 16,000 81,000

Arthur van der Poel Non-executive Board member 65,000 20,000 85,000

The remuneration of the Non-executive Board members, including the remuneration of the Chairman of the Board and the members of the Board committees is determined by the AGM. The remuneration is reviewed from time to time by the Compensation committee. The remuneration structure for the Non-executive Board members (per calendar year) is as follows:

• €200,000 per calendar year for the Non-executive Chairman of the Board;

• €65,000 per calendar year for each other Non-executive Board member;

• an additional fee of €24,000 per calendar year for the chairman of the Audit committee and an additional fee of €16,000 per calendar year for each member of the Audit committee;

• an additional fee of €12,000 per calendar year for the chairman of the other Board committees and an additional fee of €8,000 per calendar year for the other members of those Board committees.

In addition to the remuneration mentioned above, the Board members received income in kind amounting to €4,876 in 2011.

The remuneration paid by the Company or by companies of the Group to the CEO, Mr. O. Piou, for the 2011 financial year is as follows: Total Reference Compensation Bonus (percentage of on target Variable Incentive) Total gross compensation paid for 2011 O. Piou3 _{792,163 135% 2,066,615}

3 _{Including Board member fees.}

Mr. O. Piou was appointed as CEO in 2004 for a term of four years ending at the end of the AGM of May 14, 2008. He was reappointed as Board member with the title of CEO for a term of four years until the AGM of 2012. Mr. O. Piou has an employment contract (originally dated 1981), not limited in time, governed by French law with Gemalto International S.A.S., a Gemalto subsidiary and he enjoys any and all benefits that may be applicable to French employees. He has a six-month notice period. Share options granted to Board members

Share options have been attributed under the Global Equity Incentive Plan as described in note 25 to the consolidated financial statements:

Date of attribution Number Exercise price (€)

Fair value of share

options granted (€) Date of vesting

Alex Mandl Jun 2006 200,000 23.10 1,052,000 18 months after the attribution Olivier Piou May 2004 600,000 14.80 2,230,662 4 years after the attribution Sep 2005 150,000 30.65 1,099,745 4 years after the attribution Jun 2006 200,000 23.10 1,269,781 4 years after the attribution Sep 2008 150,000 26.44 1,049,761 4 years after the attribution

Fin an cia l s ta te m en ts 139 Notes to the Company financial statements of Gemalto N.V.

The gross compensation paid for 2011 (disclosed in section ‘Remuneration of the Board’ of this note) excludes share-based compensation charge. Share-based compensation charge related to Mr. O. Piou’s share options and RSUs amounted to €3,520,816 in 2011 (€2,123,334 in 2010). No charge was recorded during the period in relation with Mr. A. Mandl’s share options (no charge in 2010 either). There is no forfeited share option in 2011.

Gemalto shares and rights to acquire Gemalto shares held by Board Members

Gemalto shares

Certain Board members are shareholders of the Company. On December 31, 2011, they jointly held 671,300 shares, of which Mr. O. Piou owned 667,000 shares. Mr. G. Fink owned 2,800 shares resulting from the exchange of Gemplus shares following the voluntary public exchange offer for the shares of Gemplus (the ‘Offer’) and Mr. M. Soublin owned 1,500 shares purchased in 2004. FCPE units

On December 31, 2011, Mr. O. Piou owned 4,243.81 units in a FCPE (Fonds Commun de Placement d’Entreprise), which units were purchased by his contribution to the Global Employee Share Purchase Plans.

Restricted Share Units (RSUs)

On December 31, 2011, Mr. O. Piou held a maximum of 273,000 RSUs, subject to performance and service conditions.

Gemalto share options

On December 31, 2011, Mr. O. Piou held 500,000 Gemalto share options, and Mr. A. Mandl indirectly held 200,000 Gemalto share options.

Gemplus share options

On December 31, 2011, the following Board members held Gemplus share options: Mr. A. Mandl indirectly held 437,500 and Mr. J. Fritz held 11,302. Those Gemplus share options can be exercised for Gemplus shares that can be exchanged for Gemalto shares at a ratio of 25/2, resulting in 35,000 Gemalto shares for Mr. A. Mandl and 904 Gemalto shares for Mr. J. Fritz.

On September 27, 2007, the Board granted to Mr. O. Piou Restricted Share Units (RSUs) with both performance and service vesting conditions. The number of RSUs could vary from 0 up to 80,000 with a maximum multiplier of three. The performance vesting condition is based on the stock market value of the Gemalto share, and the service vesting condition is being an employee of Gemalto at the time the performance vesting condition is met. 66% of the RSUs vested on September 9, 2008. An additional 84% of the RSUs vested on November 6, 2009. As per December 31, 2010, the remainder of the RSUs were not vested and hence were forfeited. Following the vesting, 120,000 RSUs were exchanged for 120,000 shares. The shares were subject to a holding period of two years as from the date of delivery of the shares, which holding period ended in 2011. On October 2, 2009, the Board granted to Mr. O. Piou RSUs with both performance and service vesting conditions. The number of RSUs could vary from 0 up to 65,000. The performance vesting condition was based on the achievement of a certain adjusted EBIT for 2009, and the service vesting condition is being an employee of Gemalto on October 2, 2012. On March 2, 2010, the Board recognized that the performance vesting condition had been met. In case of vesting, the RSUs will be exchanged for shares, which will be subject to a holding period of two years as from the date of delivery of the shares.

On March 4, 2010, the Board granted to Mr. O. Piou RSUs with both performance and service vesting conditions. The number of RSUs could vary from 0 up to 32,500, with a maximum multiplier of two. The performance vesting condition was based on a certain profit from operations for 2010, and the service vesting condition is being an employee of Gemalto on March 4, 2013. On May 18, 2011, the performance vesting condition was met. As a consequence, the number of RSUs is now a maximum of 58,000. In case of vesting, if any, the RSUs will be exchanged for shares, which will be subject to a holding period of two years as from the date of delivery of the shares.

On March 10, 2011, the Board granted to Mr. O. Piou RSUs with both performance and service vesting conditions. The number of RSUs could vary from 0 up to 150,000. The performance vesting condition is based on the stock market value of the Gemalto share in average for a period, and the service vesting condition is being an employee of Gemalto at the time the performance vesting condition is met. In case of vesting, if any, the RSUs will be exchanged for shares. The shares will be subject to a holding period of two years as from the date of delivery of the shares. No RSU vested on December 31, 2011 and 40,000 RSUs vested between December 31, 2011 and the date of publication of these Company financial statements.

The Board Mr. Alex Mandl

Non-executive Chairman of the Board Mr. Olivier Piou

Executive Board member and Chief Executive Officer Mr. Buford Alexander Non-executive Board member Mr. Philippe Alfroid Non-executive Board member Mr. Kent Atkinson

Non-executive Board member Mr. Geoffrey Fink

Non-executive Board member Mr. Johannes Fritz

Non-executive Board member Mr. John Ormerod

Non-executive Board member Mr. Arthur van der Poel Non-executive Board member Mr. Michel Soublin

Non-executive Board member Amsterdam, March 6, 2012

(A signed copy of the Annual Report is available at the Company’s office).