e425
Filed by Axalto Holding N.V.
Pursuant to Rule 165 and Rule 425(a) under the United States Securities Act of 1933,
as amended
Subject Company: Gemplus International S.A.
Commission File No. 000-31052
Date: May 2, 2006
On May 2, 2006, Axalto Holding N.V. issued the following materials on its website and made them
available at its offices in The Netherlands and France.
Important information
Investors and security holders are strongly advised to read, when they become available, the
prospectus/offer to exchange and related exchange offer materials regarding the business
combination transaction referenced in this communication, as well as any amendments and supplements
to those documents because they will contain important information. When available, the
prospectus/offer to exchange and the other documents may also be obtained from Axalto Investor
Relations. If required, the prospectus/offer to exchange will be filed with the Securities and
Exchange Commission (SEC) by Axalto. To the extent the prospectus/offer to exchange is filed
with the SEC, security holders may obtain a free copy of the prospectus/offer to exchange (when
available) and other related documents filed by Axalto at the SECs website at www.sec.gov.
Forward-Looking Statements
This communication contains certain statements that are neither reported financial results nor
other historical information and other statements concerning Axalto, Gemplus and their combined
businesses after completion of the proposed combination. These statements include financial
projections and estimates and their underlying assumptions, statements regarding plans, objectives
and expectations with respect to future operations, events, products and services and future
performance. Forward-looking statements are generally identified by the words expects,
anticipates, believes, intends, estimates and similar expressions. These and other
information and statements contained in this communication constitute forward-looking statements
within the safe harbor provisions of U.S. federal securities laws. Although management of the
companies believe that the expectations reflected in the forward-looking statements are reasonable,
investors and security holders are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to predict and generally
beyond the control of the companies, that could cause actual results and developments to differ
materially from those expressed in, or
implied or projected by, the forward-looking information and statements, and the companies cannot
guarantee future results, levels of activity, performance or achievements. Factors that could cause
actual results to differ materially from those estimated by the forward-looking statements
contained in this communication include, but are not limited to: the ability of the companies to
integrate according to expectations; the ability of the companies to achieve the expected synergies
from the transaction; trends in wireless communication and mobile commerce markets; the companies
ability to develop new technology and the effects of competing technologies developed and expected
intense competition generally in the companies main markets; profitability of expansion strategy;
challenges to or loss of intellectual property rights; ability to establish and maintain strategic
relationships in their major businesses; ability to develop and take advantage of new software and
services; the effect of the transaction and any future acquisitions and investments on the
companies share prices; changes in global, political, economic, business, competitive, market and
regulatory forces; and those discussed by Gemplus in its filings with the SEC, including under the
headings Cautionary Statement Concerning Forward-Looking Statements and Risk Factors. Moreover,
neither the companies nor any other person assumes responsibility for the accuracy and completeness
of such forward-looking statements. The forward-looking statements contained in this communication
speak only as of this communication and the companies are under no duty to update any of the
forward-looking statements after this date to conform such statements to actual results or to
reflect the occurrence of anticipated results or otherwise.
****
Agenda for the 2006 Annual General Meeting of Shareholders
of Axalto Holding N.V.
The Annual General Meeting of Shareholders of Axalto Holding N.V. (the Company) is
to be held at the Crowne Plaza Hotel Amsterdam-Schiphol, Planeetbaan 2, Hoofddorp, the Netherlands
at 10:30 a.m. CET on Friday, May 19, 2006.
Registration will take place between 9.30. a.m. and 10.15 a.m. CET.
Agenda
|
|
|
|
|
1. |
|
Opening and announcements |
2. |
|
Annual Report 2005 |
3. |
|
Adoption of the 2005 Financial Statements (Resolution) |
4. |
|
Allocation of profits |
5.
|
|
a.
|
|
Discharge of the Chief Executive Officer for the fulfilment of his duties during the past
financial year (Resolution) |
|
|
b.
|
|
Discharge of the non-executive members of the Board of Directors for the fulfilment
of their duties during the past financial year (Resolution) |
6. |
|
Authorization of the Board of Directors to repurchase shares in the Company (Resolution) |
7. |
|
Re-appointment of external auditor for the financial year 2006 (Resolution) |
8. |
|
Remuneration of the non-executive members of the Board of Directors (Resolution) |
9. |
|
If the Contribution in Kind has not been completed prior to the Annual General Meeting of
Shareholders, re-appointment of Mr. W. Stolwijk as non-executive member of the Board of
Directors (Resolution) |
10. |
|
Any other business. |
Adjournment. |
This agenda, including the explanatory notes, copies of the Companys 2005 Annual Report (including
the Companys 2005 Financial Statements), as well as information on the person proposed for
appointment to the Board of Directors are available, free of charge, at the Companys head office
(Joop Geesinkweg 541-542, 1096 AX Amsterdam, the Netherlands) and at the offices of Axalto
International S.A.S. (6, rue de la Verrerie, 92190 Meudon, France) and are published on the
Companys website (www.axalto.com).
Explanatory notes to the agenda for the
2006 Annual General Meeting of Shareholders
of Axalto Holding N.V. (the Company)
Explanation Agenda Item 2
Annual Report 2005
Presentation by the CEO of the Annual Report of the Board of Directors for the financial year 2005,
submitted by the Board of Directors.
Explanation Agenda Item 3
Adoption of the 2005 Financial Statements (Resolution)
This agenda item includes the proposal to the shareholders to adopt the Companys 2005 Financial
Statements as drawn up by the Board of Directors.
Role of auditor.
Pursuant to provision V.2.1. of the Dutch Corporate Governance Code the General Meeting of
Shareholders may question the external auditor and the external auditor has the right to address
the meeting. Therefore our external auditor, PricewaterhouseCoopers Accountants N.V., will be
invited to attend the Annual General Meeting of Shareholders. Please note that the questions put to
the auditor must relate and are limited to the auditors statement regarding the Companys 2005
Financial Statements and his audit activities. The contents of the Companys 2005 Financial
Statements remain the responsibility of the Board of Directors.
Explanation Agenda Item 4
Allocation of Profits
The Companys current policy on additions to reserves and distributions of dividends is that the
amount of dividends to be paid by the Company to its shareholders shall be determined by taking
into consideration the Companys capital requirements, return on capital, current and future rates
of return and market practices, notably in its business sector, as regards the distribution of
dividends.
The Company will not pay a dividend in 2006 in respect of the 2005 financial year, as the Board of
Directors has determined with due observance of the Companys policy on additions to reserves and
distributions of dividends to appropriate the profits to the retained earnings.
Explanation Agenda Item 5
Discharge of members of the Board of Directors (Resolution)
These agenda items include the proposals to the shareholders to discharge both the Chief Executive
Officer and the non-executive members of the Board of Directors from liability in respect of the
fulfilment of their respective duties during the financial year 2005.
Explanation Agenda Item 6
Authorization of the Board of Directors to repurchase shares in the Company (Resolution)
The authorization granted on May 11, 2005 will end on November 11, 2006. Therefore the Board of
Directors proposes to the shareholders as follows:
To irrevocably authorize the Board of Directors of the Company as from May 19, 2006 to cause the
Company to acquire, whether as an on or off financial market purchase, shares in the share capital
of the Company up to the maximum of 10% (ten percent) of the issued share capital of the Company,
as permitted under Dutch law for a period of eighteen-months up to and including November 19, 2007,
on such dates and in such portions as the Board of Directors may deem appropriate, in accordance
with applicable provisions of Dutch law and the Companys Articles of Association, and against a
purchase price per share which shall not be less than the par value of the shares to be repurchased
and not be more than 110% of the average closing share price per share in the Company on Eurolist
by Euronext Paris S.A. in the five business days preceding the date on which the shares concerned
are acquired by the Company.
Explanation Agenda Item 7
Re-appointment of external auditor for the financial year 2006 (Resolution)
In line with the Dutch Corporate Governance Code, the Audit Committee has conducted an evaluation
of the performance of the external auditor during the financial year 2005 and has advised the Board
of Directors in relation thereto. The General Meeting of Shareholders will be informed of the main
conclusions coming forth out of this evaluation. The Board of Directors proposes to the
shareholders to re-appoint PricewaterhouseCoopers Accountants N.V. as the Companys external
auditor for the financial year 2006.
Explanation Agenda Item 8
Remuneration of the non-executive members of the Board of Directors (Resolution)
In view of the substantial additional work in 2005 and 2006 related to the proposed Combination of
the Company and Gemplus, a one time additional remuneration of 15,000 euros (fifteen thousand
euros) is granted to the Companys non-executive Board members Messrs. Kent Atkinson, Arthur van
der Poel, Maarten Scholten, Michel Soublin, Willem Stolwijk, and of 25,000 euros (twenty five
thousand euros) to Mr. John de Wit in his quality of current Chairman of the Company and to Mr.
John Ormerod in his quality of future Chairman of the Audit Committee of Gemalto. Payment will be
done subject to completion of the Contribution in Kind, as required under the Combination
Agreement.
Explanation Agenda Item 9
If the Contribution in Kind has not been completed prior to the Annual General Meeting of
Shareholders, re-appointment of Mr. W. Stolwijk as non-executive member of the Board of Directors
(Resolution)
At the Annual General Meeting of Shareholders the present term of Mr. W. Stolwijk will end, in
accordance with the retirement schedule as drawn up by the Board of Directors.
The Board of Directors welcomes the fact that Mr. Stolwijk is available for re-appointment. Unless
the Contribution in Kind is completed prior to the Annual General Meeting of Shareholders, in which
case the Company acknowledges the resignation of Mr. W. Stolwijk as member of the Board of
Directors, the Board of Directors proposes to re-appoint Mr. W. Stolwijk as non-executive member of
the Board of Directors as per May 19, 2006 for a period ending at the end of the Companys Annual
General Meeting of Shareholders to be held in 2010, or ending at the date of the completion of the
Contribution in Kind, if earlier.
Mr. Stolwijk meets the criteria of the profile of the non-executive members of the Board of
Directors, which profile has been published on the Companys website. For further details on the
proposed candidates career and experience reference is made to the Companys website
(www.axalto.com).
The Board of Directors has chosen not to use its right to make a binding nomination. Therefore, the
resolution to re-appoint Mr. W. Stolwijk shall be adopted by an absolute majority of the votes
cast, without a quorum being required.
The remuneration of Mr. W. Stolwijk shall be in accordance with the remuneration of the
non-executive members of the Board of Directors and of the Board of Directors committees.