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Gemplus and Axalto Schedule First Steps to Close the Gemalto Combination on June 2, 2006

Amsterdam and Luxemburg (ots/PRNewswire)

Axalto Holding N.V.
(Euronext: NL0000400653 - AXL) and Gemplus International S.A.
(Euronext: LU0121706294 - GEM and NASDAQ: GEMP) announce today that,
subject to completion of customary contractual conditions, the first
steps to close the Gemalto combination are expected to occur on June
2, 2006 in Amsterdam. On that date, Gemplus is expected to make a
distribution of EUR0.26 per Gemplus share from its available reserves
(share premium) to all Gemplus shareholders of record at market close
of Eurolist by Euronext on June 2, 2006, and the Texas Pacific Group
and the Quandt family entities, Gemplus' largest shareholders
representing approximately 43.6% of Gemplus' share capital, are
expected to contribute their Gemplus shares to Axalto in exchange for
new Gemalto shares. This contribution in kind will be followed by a
voluntary exchange offer by Gemalto to all remaining Gemplus
shareholders at the same exchange ratio, subject to regulatory
Olivier Piou, Chief Executive Officer of Axalto, comments: "We are
delighted to have scheduled the closing of the first step marking the
creation of Gemalto."
Alex Mandl, Chief Executive Officer of Gemplus, adds: "We look
forward to accomplishing this next step toward realizing the bright
future of Gemalto."
    Axalto:                             Gemplus:
    Corporate Media Relations           Senior Vice-President, Corporate
    Emmanuelle SABY                     Rémi CALVET
    M.: +33(0)-6-09-10-76-10            M.: +33(0)-06-22-72-81-58          
    Emlyn KORENGOLD                     Edelman Paris
    T.: +33(0)-1-49-09-66-51            Frédéric BOULLARD
    M.:+33(0)-6-08-21-93-74             T.: +33(0)-1-56-69-73-95
    Investor Relations
    Stéphane BISSEUIL
Important Information
This communication does not constitute an offer to purchase or
exchange or the solicitation of an offer to sell or exchange any
securities of Axalto Holding N.V. ("Axalto") or an offer to sell or
exchange or the solicitation of an offer to buy or exchange any
securities of Gemplus International S.A. ("Gemplus"), nor shall there
be any sale or exchange of securities in any jurisdiction in which
such offer, solicitation, sale or exchange would be unlawful prior to
the registration or qualification under the laws of such
jurisdiction. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions.
Any solicitation of offers to buy any Gemplus shares (including
Gemplus shares represented by Gemplus American Depositary Shares) in
the United States in the transaction described herein would only be
made pursuant to a prospectus/offer to exchange and related offer
materials that Axalto would expect to send to holders of Gemplus
securities, in accordance with or pursuant to an exemption from the
U.S. securities laws. Investors and security holders who are U.S.
persons are strongly advised to read, when they become available, the
prospectus/offer to exchange and related exchange offer materials, as
well as any amendments and supplements to those documents because
they will contain important information.
Holders of Gemplus securities are requested to refer, if and when
filed by Axalto, to the prospectus (note d'information) that would be
available on the website of the AMF (


Axalto: Corporate Media Relations, Emmanuelle SABY, M.:
+33(0)-6-09-10-76-10,, TBWA \ CORPORATE, Emlyn
KORENGOLD, T.: +33(0)-1-49-09-66-51, M.:+33(0)-6-08-21-93-74,, Investor Relations, Stéphane
BISSEUIL, T.:+33(0)-1-55-01-50-97, M.:+33(0)-6-86-08-64-13,, Gemplus: Senior Vice-President, Corporate
Communications, Rémi CALVET, M.: +33(0)-06-22-72-81-58,, Edelman Paris, Frédéric BOULLARD, T.:

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