Proposed acquisition of Gemalto by Atos
Enhanced global leadership incybersecurity, digital technologies,
and services
12 December 2017

Disclaimer
This document contains forward-looking statements that involve risks and uncertainties, including references, concerning
the Group's expected growth and profitability in the future which may significantly impact the expected performanceindicated in the forward-looking statements. These risks and uncertainties are linked to factors out of the control of theCompany and not precisely estimated, such as market conditions or competitors behaviors. Any forward-looking
statements made in this document are statements about Atos’ beliefs and expectations and should be evaluated as such.
Forward-looking statements include statements that may relate to Atos’ plans, objectives, strategies, goals, future events,
future revenues or synergies, or performance, and other information that is not historical information. Actual events or
results may differ from those described in this document due to a number of risks and uncertainties that are describedwithin the 2016 Registration Document filed with the Autorité des Marchés Financiers (AMF) on March 30, 2017 under theregistration number: D.17-0274, and its update filed on August 4, 2017 under the registration number: D.17-0274-A01.
Atos does not undertake, and specifically disclaims, any obligation or responsibility to update or amend any of theinformation above except as otherwise required by law. This document does not contain or constitute an offer of Atos’shares for sale or an invitation or inducement to invest in Atos’ shares in France, the United States of America or any otherjurisdiction.
This is a presentation by Atos SE (“Atos”), pursuant to the provisions of Section 5 Paragraph 2 of the Decree on Public
Takeover Bids (Besluit Openbare Biedingen Wft) in connection with a potential voluntary public offer by Atos for all theissued and outstanding ordinary shares in the capital of Gemalto N.V. (“Gemalto”). This announcement does not constitutean offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an
offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly
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2 | Atos

Table of Contents
1

A landmark combination reinforcing Atos technological portfolioand securing global leadership in Cyber Security, IoT and Payment

2

Gemalto: a unique platform with significant growth potential

3

A perfect industrial and cultural fit with unique positioning andscale in high growth markets

4Strong financial profile of the combined group and compelling
value creation potential

5

Conclusion

3 | Atos

A landmark combination
reinforcing Atos technologicalportfolio and securing global
leadership in Cyber Security,
IoT and Payment

A landmark transaction benefitting all stakeholdersAtos to acquire Gemalto in an all-cash transaction at €46.0 per share (cum dividend),
representing a total consideration of approximately €4.3bn

Significant premium of c. 42% on last unaffected closing price and on 1-month VWAP, andc. 34% on 3-month VWAP, offering substantial and immediate value realization to Gemalto
shareholders

A powerful industrial combination in three high-growth markets, with both groups
accelerating their strategy in cyber security, IoT and payment

A strong fit in the interest of both Atos’ and Gemalto’s stakeholders, with high confidence insuccessful integrationCompelling value creation potential for Atos shareholders, with preserved financial flexibility
to pursue further consolidation opportunities

5 | Atos

A powerful industrial combination in three highgrowth markets
Atos
DIGITAL CYBER& HOMELAND
SECURITY1•c.€1.5bn revenue

•

•

•

2

IOT / M2M•c.€1bn revenue•

3

PAYMENT>€2bn revenue

6 | Atos••••

Holistic approach going from threat
detection to managed security services
Unparalleled AI, Big Data, cloudorchestration and computing capabilities
Strong relationships with defense andsecurity agencies
Leading provider of data analytics and AI,
with massive industrial scalability
Unmatched client intimacy on digitaltransformation
Deep industry expertise#1 player in Europe
Full coverage of the payment value chain
Large range of vertical solutions (connectedliving, transportation, healthcare)Technology focus on security and nextgeneration payments

Gemalto

•

+

•
•

•

+

•
•
•

+

•
•

Leadership positions in data protection, withstate-of-the-art technologies
Strong IAM offering
Unique global franchise, notably withgovernments

Leading position in M2M and mobile
solutions
Proven business model in selected verticals
Strong ambition in consumer devices
Global reach, strategic intimacy andubiquitous access to all major banks
worldwide
Cutting-edge solutions in mobile payment
Leadership position in secured payments
solutionsA strong fit in the interest of all Gemalto’s
stakeholders
Clients••

Relentless focus on client needs and satisfaction
Larger scale capabilities expected to deepen existing commercial relationships

Government &Security Agencies••

Common culture and deep understanding of the security eco-system
Longstanding track-record of homeland contracts and global accreditations

Innovation••

Innovation at the heart of Atos' culture of technological and scientific excellence
Broader offering of critical solutions to accelerate digital transformation

People••Enhanced ability to attract and retain the best scientific and engineering talents globally
Employees to benefit from best-in-class training and talent management programs

Management•

Same strategic vision than Gemalto’s current management on market dynamics

Shareholders•

Substantial and immediate value realization for Gemalto’s shareholders, with 42%
premium to last unaffected closing priceStrong proposition for Gemalto’s stakeholders with high confidence insuccessful integration thanks to proven track record
7 | Atos

Gemalto: a unique platform
with significant growthpotential•••IOT / M2M•

Leading player in data encryption and crypto
management
Strong identity and access management offering
Strong technological edge in M2M, key enabler for IoT
adoption
Uniquely positioned in mobile services, allowing ondemand connectivity and token management•••

Unique and deep expertise in payment solutions
Global leader in EMV implementation
Strong growth potential in Platform & Services

TRUSTED PARTNER TO
A BLUE CHIP CLIENT
BASE

•
•
•

Unique set of global relationships in the Banking sector
Serving 25,000 Enterprise customers
Leading player in homeland solutions

BROAD PORTFOLIO OF
CUTTING-EDGETECHNOLOGIES•Bringing together unparalleled capabilities inauthentication, data protection, key management,
secure issuance and biometrics identification

9 | Atos

PAYMENT

Source: Gemalto public disclosure(1) Mobile Platforms & Services;(2) Mobile Embedded Software & Products(3) Free Cash Flow excludes time de-correlated hedging effect / Prepaid derivatives(4) Breakdown as of 31-Dec-2016

LTM Jun-2017 key financials•

Revenue: €3.0bn•

EBITDA: €518m (17.1% margin)•

Op. Profit: €374m (12.4% margin)•

FCF(3): €256m (69% of OM)

Revenue by
Segment

DIGITAL &HOMELANDSECURITY
SOLUTIONS

Government

17%Enterprise

Mobile E&P

M2M/IoT
12%
Mobile
(1)
P&S
8%

16%

17%

Revenue byGeography4WORLDWIDE LEADERSHIPPOSITIONS

A unique technological platform(2)

Payment
30%

RoW
29%
EMEA
43%
USA
28%

A strong portfolio of growth technologies

Gemplus€0.9bnrevenues€1.8bnrevenues
in 2005

AxaltoEricsson IPX

Accelerate
positioning on
smart machines

Reinforce positioning in the
Mobile Communications
segment

2005

2010

Todos

€0.9bnrevenues

10 | Atos

Cinterion

Creation of world
leader in internet
banking security

Source: Gemalto public disclosure

2011

3M Identity & Access Management

2012

SensorLogic
Creation of a global uniqueoffering for M2M

Full spectrum of biometric solutions
Adding biometric technology to
government programs offering

2014

2016

SafenetGlobal leader in data protection andsoftware monetization€3.0bnrevenues
LTM
Jun-17

Leading technologies driving structural growth

MobilePayment &Identity

Historical growth trend

11 | Atos

Government

Secular growthEnterprise

Sustained demand for data protection
and digital security

Payment

Short-term headwinds in EMV
implementation

M2M

Continuing strong expansion of IoT /M2M

Mobile P&S

Flat

Mobile E&P

Currently challenged

Future market growth potential~

A perfect industrial andcultural fit with uniquepositioning and scale in highgrowth markets

A perfect industrial and cultural fit with uniquepositioning and scale in high growth markets
1

Unique portfolio of digital technologies

2

Creation of a global technology leader in digital cyber and homeland security

3

Leveraging Atos Codex AI and customer base with enhanced capabilities in M2M / IoT

4Consolidating Atos position as a leading end-to-end European provider of payment
technologies

5

Gemalto to join Atos portfolio of premium brands

13 | Atos

1

Unique portfolio of digital technologies
ManagedSecurity
Services

Biometrics

Cloud
Orchestration

IoT Device
Security

Big Data /Data Analytics

Identity &AccessManagement

Predictive
Security
Analytics

EMV / PCI
ExpertiseTSM &Tokenization
Platforms

Data
Encryption

Artificial
Intelligence

CryptoManagement

14 | Atos2

Creation of a global technology leader in digital
cyber and homeland security (1/3)
Strategic rationale

Estimated revenue breakdown by business

Atos

Combination of Gemalto Homeland and Enterprisebusinesses within Atos security activity#2 global player in the fast growing Homeland & ID
marketReinforce Atos into a fast growth market and gain
critical size with total sales amounting to €1.5bn

Cybersecurity48%

Gemalto(1)Homelandsecurity52%

Cyber
security41%€0.4bnHomelandsecurity59%€1.1bnComplementary geographical footprint in Europe
and North America
Deepen homeland level customer access andimprove cross-selling opportunities

Cyber
security
43%

Homelandsecurity
57%

Access to highly qualified engineers withexperienced managementc.€1.5bn

15 | Atos(1)

Gemalto pro-forma of Cogent full year impact.

2Creation of a global technology leader in digital
cyber and homeland security (2/3)

Security risk assessment
Penetration testing
Regulation compliance
Crisis management

A holistic
approach

Security
governanceProtect

Cyber-insurance

Situationalawareness

Atos prescriptive
operations center
Cyber emergency
response teams

Analyze

Managed security services

Mitigate

Global leadership positions inauthentication andbiometrics solutions

Cyber
protection

Comprehensive suite ofdata encryption and crypto
management solutions
Unique expertise in
IoT / M2M

Data security+

DetectSecurecommunications

Digitalidentity &Accesscontrol+

Identity & accessmanagement solutions suite

IoT security

Stronger end-to-end offering leveraging on Atos’ capabilities in AI, Big Data,orchestration and computing
16 | Atos

Gemalto’s contribution to Atos' offering

2Creation of a global technology leader in digital
cyber and homeland security (3/3)
Atos and Gemalto existing partnership in cyber security
MULTI FACTORAUTHENTICATION (MFA)

DATA ENCRYPTIONGTO Keysecure + Protectx•

OEM in Atos product portfolio

Atos Data
Protection Suite

17 | Atos

AS A SERVICE OFFERINGGTO SAS•

Technology resell by Atos

Atos
HardwareSecurity
ModulesGemaltoKeysecure
OEM

•
•
•

MFAaaS (Q2 2017)
Data ProtectionaaS (H2 2017)
Cloud Security

Through Atos
Atos indirectchannel3

Leveraging Atos Codex AI and customer basewith enhanced capabilities in M2M / IoT
Selected Gemalto Verticals

Atos Presence

Automotive(Connected Cars)
Transport(Asset Track and Trace)
Healthcare(eHealth)
Energy(Smart Metering)• Atos brings deep industry expertise and strong intimacy with blue chip customers in other verticals• Atos' HPC & AI platform and capabilities (Codex) to accelerate roll-out of Gemalto’s IoT / M2M
solutions18 | Atos

4

Consolidating Atos position as a leading endto-end European payment services provider
Strategic rationale

Additional scale thanks to a positioning on theentire value chain and at the crossroad of banks
and merchants
High complementarity between cards and digital
payments with a very diverse range of technologies
and use cases (biometric-enabled payments)

Ideally positioned to service all kind of issuers• Enlarged product offering• Global reach and strategic access to telcos
players and financial institutions worldwide• Capacity to extend capabilities beyond thepayment space and provide contactless solutions
in a number of verticals
Leverage EMV transition resulting into higher
personalization services market opportunities

Estimated revenue breakdown by business

Atos / Worldline

Merchant
Services
34%

GemaltoPayment
Services
25%

Mobility & ETransactional
Services
22%
Payment Card75%

Financial
Services
44%

Payment Card
26%

Mobility & ETransactional
Services
14%

Merchant
Services
22%

Financial
Services38%>€2bn
19 | Atos

4

Consolidating Atos position as a leading endto-end European payment services provider
Intra & Interbank
Processing

Payment
Value
Chain

Issuerbank

Transport Government Telecom Manufacturer
Media

Goods
& services
purchased

ClientWorldline
Offering

New Digital Services

Processing& Servicing

Acquirerbank

Merchant

Acceptance& Servicing

Value-Added
Services

Processing& Servicing+
GemaltoOffering

20 | Atos

Personalization& Verification
Services

Cards
Manufacturing

Authentication& Transaction
Signing

Personalization& Verification
Services5

Gemalto to join Atos portfolio of premium
brandsAtos
GemaltoAtos

Worldline

Digital Cyber Security

IT Technologies & Services

Payment

Major player into fastgrowing cyber security
market under Gemalto Brand

Build on Atos’ expertise indigital transformation anddata management by adding
new technologies, and on
leading position in HPC / Bigdata / AI

End-to-end European leader
in digital payments andtransactional services
industry with enlarged scale

21 | AtosStrong financial profile ofthe combined group andcompelling value creation
potential

Combined group to benefit from stronger scale
and financial firepower
LTM Jun-2017 Revenue (€bn)

LTM Jun-2017 OM (€bn)>15

LTM Jun-2017 FCF (€bn)

>1.5

12.3

>0.8

1.2

0.6

Atos

GemaltoCombined

Atos

GemaltoCombined

Atos

Significant accretion to combined group margin andcash conversion profile expected as soon as day-one
23 | Atos

GemaltoCombined

Compelling synergy opportunities▶

Multiple cross-selling opportunities‒ Cybersecurity: benefit of holistic security offer, as well as complementary geographicalfootprint and strengthened homeland security customer access

CROSSFERTILIZATION
OF EXISTING
OFFERING‒ IoT / M2M: building on combined client base, customer intimacy and expertise in digitaltransformation, big data and AI‒ Payment: positioning on the entire value chain and ability to cross fertilize financial
institutions client bases

JOINT PRODUCTDEVELOPMENTCOST
SYNERGIES

24 | Atos▶

Enhanced capabilities in AI, Big Data, cloud orchestration and computing▶

Greater scale and relevance in R&D▶

IAM and biometric capabilities strengthening payments and digital offering

▶

SG&A

▶

Procurement, internal IT & real estate▶

TaxAcquisition fully consistent with Atos' financial
discipline

STRONG VALUECREATION
POTENTIAL

FULLY
COMMITTEDFINANCING IN
PLACE

25 | Atos▶

Strong double-digit EPS accretion* as soon as year 1▶

Transaction in line with Atos' track-record of value creation▶

Leveraging on Atos' proven experience of successful and fast integration▶

Immediate value realization for Gemalto’s shareholders, with substantial premium to last
unaffected closing price (42%)▶

Attractive all-in financing cost on the back of strong credit markets▶

Credit ratios commensurate with an implied Investment Grade rating▶

Net Debt / OMDA ratio expected at c. 1.5x end of 2018▶

Expected rapid deleveraging profile and preserved sound financial structure with flexibility
for Atos to further implement its strategy* Before implementation costs and Purchase Price Allocation amortization

Conclusion

ConclusionAtos to acquire Gemalto in an all-cash transaction at €46.0 per share (cum dividend),
representing a total consideration of approximately €4.3bn

Significant premium of c. 42% on last unaffected closing price and on 1-month VWAP, andc. 34% on 3-month VWAP, offering extraordinary and immediate value realization toGemalto shareholders

A powerful industrial combination in three high-growth markets, with both groups
accelerating their strategy in cyber security, IoT and payment

A strong fit in the interest of both Atos’ and Gemalto’s stakeholders, with high confidence insuccessful integrationCompelling value creation potential for Atos shareholders, with preserved financial flexibility
to pursue further consolidation opportunities

27 | AtosThanksAtos, the Atos logo, Atos Codex, Atos Consulting, Atos Worldgrid, Worldline, BlueKiwi, Bull, Canopy theOpen Cloud Company, Unify, Yunano, Zero Email, Zero Email Certified and The Zero Email Company are
registered trademarks of the Atos group. April 2016. © 2016 Atos. Confidential information owned by
Atos, to be used by the recipient only. This document, or any part of it, may not be reproduced, copied,circulated and/or distributed nor quoted without prior written approval from Atos.