Preview | Articles of Incorporation |

UPDATED & CONSOLIDATED ARTICLES OF ASSOCIATION COMPRISING THE AMENDMENTS
EFFECTED BY THE DEED ENACTED ON 13 June 2005

Article 1.- There is hereby formed a Corporation in the form of a socit anonyme, under the name of GEMPLUS INTERNATIONAL S.A.

to manufacture and trade in all types of electrical, electronic, or mechanical goods or equipment and in software and software services;

to purchase, manufacture and sell all products, components and materials which may be used in the context of the above-mentioned activities;

to provide all services and act as general contractor for all projects relating to or in connection with the above-mentioned activities; and

to perform research and scientific and technical studies on, to apply for, acquire, develop and license, all patents, licenses, inventions, processes, brands, and models that may have a connection with the Corporations purpose.

The Corporation may also carry out all transactions pertaining directly or indirectly to the acquiring of participating interests in any enterprises in whatever form and the administration, management, control and development of those participating interests.

In particular, the Corporation may use its funds for the establishment, management, development and disposal of a portfolio consisting of any securities and other financial investments and patents and other intellectual property rights of whatever origin, and participate in the creation, development and control of any enterprise, the acquisition, by way of investment, subscription, underwriting or option, of securities and other financial investments and patents and other intellectual property rights. The Corporation may also sell, transfer, exchange or otherwise develop such securities and other financial investments and patents and other intellectual property rights and grant to other companies or enterprises or natural persons any support, loans, advances or guarantees.

The Corporation may also carry out any commercial, industrial or financial operations, any transactions in respect of real estate or movable property, which the Corporation may deem useful to the accomplishment of its purposes.

Article 4.- The registered office of the Corporation is established in the City of Luxembourg within the Board of Directors may decide to establish and transfer such registered office. Branches or other offices may be established either in Luxembourg or abroad by resolution of the board of directors.

In the event that the board of directors determines that extraordinary political, economic or social developments have occurred or are imminent, that would interfere with the normal activities of the Corporation at its registered office or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Corporation which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg Corporation.

5.1. The subscribed capital is set at one hundred and thirty two million nine hundred and seventy five thousand eight hundred and twenty nine point zero four Euro (Euro 132,925,829.04) consisting of six hundred and twenty seven million eight hundred and eleven thousand two hundred and eighty one shares (627,811,281) in registered form without nominal value.

5.2. The authorised capital is fixed at four hundred million Euro (Euro 400,000,000) consisting of one billion eight hundred and eighty-nine million four hundred and sixty-six thousand two hundred and twenty-six (1,889,466,226) shares, of no nominal value.

Out of the authorised share capital, the board of directors is authorised to issue further shares up to the total authorised share capital in whole or in part from time to time with or without reserving any pre-emptive subscription rights for existing shareholders and as it may in its discretion determine within a period expiring (x) for issues of shares reserved pursuant to items (i) to (iv) in 5.2.1. below, on the fifth anniversary after the date of publication of the minutes of the extraordinary general meeting held on 10^th November 2000 (y) for issues of shares reserved pursuant to item (v) in 5.2.1. below as set out therein and (z) for any other issues of shares pursuant to 5.2.2. hereunder on the third anniversary after the date of publication of the minutes of the extraordinary general meeting held on 27^th April 2004 (each time subject to extensions) and to determine the conditions of any such subscription (provided that part of the authorised capital is reserved as described below).

5.2.1. Out of the authorised share capital the following items (i) to (v) shall be reserved with no pre-emption rights for:

(i) the issue of a maximum of twenty million (20,000,000) shares in exchange at a ratio of fifty (50) new shares in the Corporation for one (1) share of classes A, B or C of Gemplus S.A., a company incorporated under the laws of the Republic of France, registered in Marseille, under the number 349711200 ;

End of Preview

Home Intelligence Services Subscriptions News About Us