Exhibit 1**UPDATED & CONSOLIDATED ARTICLES OF ASSOCIATION COMPRISING THE AMENDMENTS EFFECTED BY THE DEED ENACTED ON APRIL 25****TH****, 2006****I. Name, Duration, Object, Registered Office**     **Article 1.**There is hereby formed a Corporation in the form of a société anonyme, under the name of“**GEMPLUS INTERNATIONAL S.A.**”     **Article 2.**The Corporation is established for an unlimited duration.     **Article 3.**The object of the Corporation shall be:     to manufacture and trade in all types of electrical, electronic, or mechanical goods or equipmentand in software and software services;     to purchase, manufacture and sell all products, components and materials which may be used in thecontext of the above-mentioned activities;     to provide all services and act as general contractor for all projects relating to or inconnection with the above-mentioned activities; and     to perform research and scientific and technical studies on, to apply for, acquire, develop andlicense, all patents, licenses, inventions, processes, brands, and models that may have aconnection with the Corporation’s purpose.     The Corporation may also carry out all transactions pertaining directly or indirectly to theacquiring 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 anddisposal of a portfolio consisting of any securities and other financial investments and patentsand 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 otherintellectual property rights. The Corporation may also sell, transfer, exchange or otherwisedevelop such securities and other financial investments and patents and other intellectual propertyrights and grant to other companies or enterprises or natural persons any support, loans, advancesor guarantees.     The Corporation may also carry out any commercial, industrial or financial operations, anytransactions in respect of real estate or movable property, which the Corporation may deem usefulto the accomplishment of its purposes.     **Article 4.**The registered office of the Corporation is established in the City of Luxembourgwithin the Board of Directors may decide to establish and transfer such registered office. Branchesor other offices may be established either in Luxembourg or abroad by resolution of the board ofdirectors.     In the event that the board of directors determines that extraordinary political, economic orsocial developments have occurred or are imminent, that would interfere with the normal activitiesof the Corporation at its registered office or with the ease of communication between such officeand persons abroad, the registered office may be temporarily transferred abroad until the completecessation of these abnormal circumstances; such temporary measures shall have no effect on thenationality of the Corporation which, notwithstanding the temporary transfer of its registeredoffice, will remain a Luxembourg Corporation.
 

 
**II. Share Capital, Shares**     **Article 5.**     5.1. The subscribed capital is set at one hundred and thirty three million seven hundred and thirtyfour thousand four hundred and fifteen point zero seven Euro (Euro 133,734,415.07) consisting ofsix hundred and thirty one million six hundred and thirty thousand seven hundred and seventy oneshares (631,630,771) in registered form without nominal value.     5.2. The authorised capital is fixed at four hundred million Euro (Euro 400,000,000) consisting ofone billion eight hundred and eighty-nine million four hundred and sixty-six thousand two hundredand 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 sharesup to the total authorised share capital in whole or in part from time to time with or withoutreserving any pre-emptive subscription rights for existing shareholders and as it may in itsdiscretion 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 minutesof the extraordinary general meeting held on 25th April 2006, and (y) for any otherissues of shares pursuant to 5.2.2. hereunder on the third anniversary after the date ofpublication of the minutes of the extraordinary general meeting held on 27th 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 (iv) shall be reserved withno pre-emption rights for: (i) the issue of a maximum of twenty million (20,000,000) shares in exchangeat a ratio of fifty (50) new shares in the Corporation for one (1) share of classesA, B or C of Gemplus S.A., a company incorporated under the laws of the Republic ofFrance, registered in Marseille, under the number 349711200 ;  (ii) the issue of a maximum of fifty-six million eight hundred forty-fivethousand and seven hundred (56,845,700) shares either in exchange at a ratio offifty (50) new shares of the Corporation for one share of Gemplus S.A. to be issuedunder any of the Gemplus S.A. stock option plans in existence on 1stFebruary 2000 or before or with respect to options to be issued by the Company tosubscribe for shares in the Company upon terms identical to those existing foroptions issued under any of the Gemplus S.A. stock option plans in existence on1st February, 2000 or before, against surrender or exchange of, orrenunciation to, such latter stock options in the same amounts on an adjusted basis(subject to the applicable ratio);     (iii) the issue of a maximum of fifty million (50,000,000) shares with respectto the options granted to the employees or officers of the Gemplus group (includingany subsidiaries or affiliates of the Corporation) in accordance with the stockoption plan as from time to time determined by the board of directors subject tosuch further conditions as may be imposed by the general meeting of shareholders;and     (iv) the issue of a total number of a maximum of up to sixty million(60,000,000) shares without nominal value to senior management, board members and/orexecutives throughout the Gemplus Group either (a) by way of stock options, theterms and conditions thereof and/or relating thereto to be determined by the boardof directors in its sole discretion, and/or (b) except in the case of board members,by way of free shares, the Corporation transferring, upon the issue of such free shares, an amount equivalent to the accounting par of such shares from its realisedprofits or distributable reserves to its share capital.
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     5.2.2. Notwithstanding the foregoing it is specified that any other issues of shares within theauthorised share capital may be made with or without reserving to the existing shareholders apreferential subscription right as determined by the board of directors, including but withoutlimitation for issues of shares in the cases foreseen under 5.2.1 above but for a higher number ofshares.     5.3. A capital increase within the limits of the authorised capital shall be recorded by a notarialdeed, prepared at the request of the board of directors against presentation of the documentsproviding for the share subscriptions and payment therefor.     5.4. The authorised and the subscribed capital of the Corporation may be increased or reduced by aresolution of the shareholders adopted in the manner required for amendment of these Articles ofIncorporation.     5.5. The Corporation may, to the extent and under terms permitted by law, redeem its own shares.     **Article 6.**The shares of the Corporation may be in registered form only. Share certificates willbe issued for shares in such denominations as the board of directors shall prescribe. The sharecertificates shall be in such form and shall bear such legends and such identification number asshall be determined by the board of Directors. The share certificates shall be signed manually orby facsimile by one director and the secretary of the Corporation. The board of directors mayprovide for compulsory authentication of the share certificates by the Registrar(s).     All shares in the Corporation shall be registered in the register(s) of shareholders which shall bekept by the persons designated therefor by the Corporation and such register(s) of shareholdersshall contain the name of each holder of shares, his residence and/or elected domicile and thenumber of shares held by him. A transfer of shares shall be carried out by means of a declarationof transfer entered in the said register, dated and signed by the transferor and the transferee orby their duly authorised representatives. The Corporation may accept and enter in the register atransfer on the basis of correspondence or other documents recording the agreement between thetransferor and the transferee.     The Corporation may appoint registrars in different jurisdictions who will each maintain a separateregister for the shares entered therein and the holders of shares may elect to be entered in one ofthe registers and to be transferred from time to time from one register to another register. Suchseparate registers are open for inspection. The board of directors may however restrict the abilityto transfer shares that are registered, listed quoted, dealt in, or have been placed in certainjurisdictions. The transfer to the register kept at the registered office in Luxembourg may alwaysbe requested.     Unless otherwise notified shareholders shall be registered directly in the register of shareholdersheld at the registered office of the Corporation.     A register of registered shares will be kept at the registered office of the Corporation, where itwill be available for inspection by any shareholder. Ownership of registered shares will beestablished by inscription in the said register.     If a share certificate in respect of a registered share is damaged or defaced or alleged to havebeen lost or destroyed, a new registered share certificate may be issued to the holder upon requestsubject to delivery up of the old certificate or (if alleged to have been lost or destroyed)compliance which such conditions as to evidence and indemnity and the payment of out-of-pocketexpenses of the Corporation in connection with the request as the board may think fit.     In the event that a holder of shares does not provide an address to which all notices orannouncements from the Corporation may be sent, the Corporation may permit a notice to this effectto be entered into the register(s) of shareholders and such holder’s address will be deemed to beat the registered office of the Corporation or such other address as may be so entered by theCorporation from time to time, until a different address shall be provided to the Corporation bysuch holder. The holder may, at any time, change his address as entered in the register(s) ofshareholders by means of written notification to the Registrar. The Corporation will recognise onlyone
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holder per share; in case a share is held by more than one person, the persons claiming ownershipof the share will have to name a single proxy to represent the share vis-à-vis the Corporation. TheCorporation has the right to suspend the exercise of all rights attached to that share until oneperson has been so appointed.     Anyone who acquires or disposes of shares (or other securities representing the Corporation’sshares such as, but without limitation, American Depositary Shares or Global Depositary Shares) inthe Corporation as a result of which the proportion of voting rights held by that person reaches orexceeds 2 percent or any integral multiple thereof of the total voting rights existing at the timeof the relevant acquisition or disposition shall notify the Corporation within a period of 8 daysof the proportion of voting rights such holder holds following the relevant acquisition ordisposal. The conditions for determining the voting rights held by a holder shall be those set outin the law of 4th December, 1992 on the information to be published when a major holdingin listed companies is acquired or disposed of.     In event that a shareholder meets one of the above thresholds but fails to notify the Corporationthereof, the Corporation may suspend any rights attached to the shares held by such shareholderincluding but not limited to the voting rights and dividend rights attached thereto until suchdeclaration shall have been made or until the Corporation shall receive satisfactory evidence thatno such declaration is due.**III. General meetings of shareholders**     **Article 7.**Any regularly constituted meeting of shareholders of the Corporation shall representthe entire body of shareholders of the Corporation. It shall have the broadest powers to order,carry out or ratify acts relating to the operations of the Corporation.     The general meeting is convened by the board of directors. It may also be convened at the requestof shareholders representing at least 20% of the Corporation’s share capital or by the chairman orany vice-chairman of the board of directors. In case at least 20% of the shareholders request tohold a general meeting, the board of directors shall be obliged to convene a meeting so that it isheld within one month.     Any notice of a general meeting shall be published if and as required by applicable law or stockexchange regulation and shall be sent to all registered shareholders by mail (or registered mail incase no publication is made in accordance with Luxembourg law) at least 20 days before the meeting.Notice shall be deemed to have been given when deposited in the mail as aforesaid. To the extent nopublication is required by applicable law or stock exchange regulation, any notice of a generalmeeting shall be published in one Luxembourg Newspaper.     **Article 8.**The annual general meeting of shareholders shall be held at the registered office ofthe Corporation, or at such other place in Luxembourg as may be specified in the notice of meeting,on the last Tuesday of April at 11.00 a.m.     If such day is a legal holiday in the Grand-Duchy of Luxembourg the annual general meeting shall beheld on the next following business day. Other meetings of shareholders may be held at such placeand time as may be specified in the respective notices of meeting. Resolutions at a meeting ofshareholders duly convened will be passed by a simple majority of those present or represented.Each share is entitled to one vote. A shareholder may act at any meeting of shareholders byappointing another person as his proxy in writing, cable, telegram, telex or telefax. The board ofdirectors may determine any other conditions that must be fulfilled by shareholders for them totake part in any meeting of shareholders including, without limiting the generality of theforegoing, the record date for determining the shareholders entitled to receive notice of thegeneral meeting. Unless otherwise decided by the board of directors the record date for admissionto the shareholders’ meeting shall be ten business days in Luxembourg before the general
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meeting of shareholders and proxies will have to be deposited at the registered office of theCorporation or such other place as may be specified in the notice of the meeting according to theconditions set by the Corporation.     There shall be three or more officers supervising the proceedings of any General Meeting, namelythe chairman of the meeting, the secretary of the meeting and one or more scrutineers.     The chairman of the board, failing whom, the vice-chairman, failing whom the secretary of theCorporation shall preside as chairman at every general meeting, or if, at any general meetingneither the chairman nor the vice-chairman nor the secretary are present within 15 minutes afterthe time appointed for holding such meeting, those present or represented and entitled to voteshall choose one of their number or some other person to be chairman.     The secretary of the Corporation shall act as secretary of the meeting or if at any general meetingthe secretary of the Corporation be not present within 15 minutes after the time appointed forholding such meeting, the chairman of the meeting shall designate a director as secretary of themeeting, and if no director is present, the chairman of the meeting shall choose any person presentas secretary.     The meeting shall designate any other person or persons present as scrutineer.     At any time before the close of any general meeting the board may adjourn the meeting for fourweeks, and it shall do so if requested by shareholders holding shares representing at leastone-fifth of the outstanding issued capital. An adjournment shall annul any decision taken. At anyreconvened general meeting the board may refuse any request for any second adjournment under thisarticle.     Only an extraordinary general meeting of shareholders may amend any provisions of the articles ofincorporation. The nationality of the Corporation may only be changed and the commitments of itsshareholders may be only be increased, with the unanimous consent of the shareholders.     An extraordinary general meeting called to amend the articles of incorporation shall not validlydeliberate unless at least one-half of the capital is present or represented and the agendadescribes the proposed amendments to the articles of incorporation and, where applicable, the textof those amendments which concern the object or the form of the Corporation. The full text of suchamendments will be available upon request at the registered office of the Company before themeeting. If half of the capital is not present or represented, a second meeting with the sameagenda may be convened by the board of directors in accordance with applicable law and regulations.The second meeting shall validly deliberate regardless of the proportion of the capitalrepresented. The resolutions at both meetings may only be adopted by at least two-thirds of thevotes of the shareholders present or represented.**IV. Board of Directors**     **Article 9.**The Corporation shall be managed by a board of directors composed of no less than three(3) members who need not be shareholders. The directors shall be appointed by the general meetingof shareholders.     The chairman of the meeting shall introduce to the shareholders the candidates for election to theboard of directors. The shareholders shall vote on each candidate individually. Board members areelected by the simple majority of votes of the shareholders present or presented and voting at therelevant meeting pursuant to the simple majority rules for election of directors under applicableLuxembourg law.     The term of office of a director may not exceed three years, provided that the directors shall holdoffice until their successors are elected. The age limit of directors is seventy (70) years. Anydirector may be removed at any time with or without cause by the general meeting of shareholders bya simple majority vote of the shareholders present or represented. In the event of a vacancy in theoffice of a director because of death, retirement or otherwise, this vacancy may be filled on atemporary basis until the next meeting of shareholders, by observing the applicable legalprescriptions. Any director is eligible for re-election.
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     **Article 10.**The board of directors shall choose from among its members a chairman, who will nothave a casting vote, and shall choose one or more vice-chairmen. It may also choose a secretary,who need not be a director and who shall be responsible for keeping the minutes of the meetings ofthe board of directors. The board of directors shall meet upon call by the chairman or by avice-chairman at the place indicated in the notice of meeting.     The chairman shall preside at all meetings of the board of directors, but in his absence the boardof directors may appoint a chairman pro tempore by vote of the majority present at any suchmeeting.     Any director may act at any meeting of the board of directors by appointing another director inwriting or by telefax or by e-mail with digital signature.     A director may represent more than one of his colleagues.     Any director may participate in any meeting of the board of directors by conference-call or byother similar means of communication allowing all the persons taking part in the meeting to hearone another and to communicate with one another. A meeting may also be held by conference callonly. The participation in a meeting by these means is equivalent to a participation in person atsuch meeting.     The board of directors may, unanimously, pass resolutions on one or several similar documents bycircular means when expressing its approval in writing, by cable, telegram, telex or facsimile orany other similar means of communication. The entirety will form the minutes giving evidence of theresolution.     The board of directors can deliberate and act validly by the vote of a majority of the members ofthe board of directors present or represented at the relevant meeting provided that any meeting ofthe board of directors shall be called with at least seven (7) days prior written notice, unlesscorporate affairs require a shorter notice period (down to 24 hours), in which case the urgencyshall be duly described in the convening notice. The convening notice may be waived by theunanimous consent given orally, in writing or by fax, cable, telegram, email or telex of alldirectors. Separate notice shall not be required for individual meetings held at times and placesprescribed in a schedule previously adopted by resolution of the board of directors.     Except as otherwise agreed by unanimous consent of the members of the board of directors present orrepresented at a duly called meeting, no binding action may be taken on an item which did notappear on the agenda attached to the notice of the meeting.     The board of directors will conduct appropriate reviews of all related party transactions on anon-going basis and the audit committee will review potential conflict of interest situations andwill submit recommendations to the board of directors as appropriate.     In case of a conflict of interests of a director, it being understood that the mere fact that thedirector serves as a director of a corporation belonging to the same group of companies as theCorporation shall not constitute a conflict of interests, he must inform the board of directors ofsuch conflict and may not take part in the deliberation and the vote but he will be counted for thequorum.     Any director having an interest in a matter submitted for approval to the board of directorsconflicting with that of the Corporation, shall be obliged to inform the board thereof and to causea record of his statement to be included in the minutes of the meeting. He may not take part in thedeliberations of such matter. At the following general meeting, before any other resolution to bevoted on, a special report shall be made on any transactions in which any of the directors may havean interest conflicting with that of the Corporation.     **Article 11.**The minutes of any meeting of the board of directors shall be approved by the nextmeeting of the board of directors and signed by any two directors or the chairman and the secretaryof the Corporation, if any. Copies or extracts of such minutes which may be produced in judicialproceedings or otherwise shall be signed by the chairman, any two directors or the secretary.
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     **Article 12.**The board of directors is vested with the broadest powers to perform all acts ofadministration and disposition in the Corporation’s interests. All powers not expressly reserved bylaw or by these Articles to the general meeting of shareholders fall within the competence of theboard of directors.     According to article 60 of the law of August 10, 1915 on commercial companies, as amended, thedaily management of the Corporation as well as the representation of the Corporation in relationwith this management may be delegated to one or more persons, who need not be directors.     The board of directors may in addition create from time to time one or several committees composedof directors and other persons and to which it may delegate powers and roles as appropriate. Theboard may in particular to create a body (the “executive committee”) to which it may delegate suchpower and duties as it deems fit.     In addition the board may create a compensation committee and an audit committee. Each of thesecommittees shall operate in accordance with internal rules and regulations to be set up by theboard of directors.     The Corporation may also grant special powers by authentic proxy or power of attorney by privateinstrument.     **Article 13.**The Corporation will be bound by the joint signatures of any two directors. For actsregarding the daily management of the Corporation, the Corporation will be bound by the solesignature of the administrateur délégué (“Chief Executive Officer” or “CEO”) or any person orpersons to whom such signatory power shall be delegated by the board of directors.**V. Supervision of the Corporation**     **Article 14.**The operations of the Corporation shall be supervised by one or several statutoryauditors who shall be réviseurs d’entreprise licensed in Luxembourg who shall be elected by thegeneral meeting of shareholders by a simple majority vote of the shares present or represented tohold office until the close of the next following annual general meeting or any adjournment thereofor until his successor is elected, if later. The auditor shall be eligible for re-election.     Any auditor so elected may be removed with or without cause by the general meeting of shareholdersby a simple majority vote of the shares present or represented.**VI. Accounting year, Balance**     **Article 15.**The accounting year of the Corporation shall begin on January first of each year andshall terminate on December 31st.     **Article 16.**From the annual net profits of the Corporation, five per cent (5%) shall be allocatedto the reserve required by law. This allocation shall cease to be required as soon and as long assuch reserve amounts to ten per cent (10%) of the subscribed capital of the Corporation as statedin article 5 hereof or as increased or reduced from time to time as provided in article 5 hereof.     The general meeting of shareholders, upon recommendation of the board of directors, will determinehow the remainder of the annual net profits will be disposed of.     All shares will rank equally to dividend distributions.     Interim dividends may be distributed by observing the terms and conditions foreseen by law. Thegeneral meeting may authorise the board of directors to pay dividends in any other currency fromthat in which the accounts or the balance sheet are drawn up and to make a final decision on theexchange rate of the dividend into the currency in which payment will actually be made.**VII. Liquidation**     **Article 17.**In the event of dissolution of the Corporation, liquidation shall be carried out byone or several liquidators, who may be physical persons or legal entities, appointed by the meetingof shareholders effecting such dissolution and which shall determine their powers and theircompensation.
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**VIII. Amendment of the Articles of Incorporation**     **Article 18.**These Articles of Incorporation may be amended by a resolution of the general meetingof shareholders adopted in the conditions of quorum and majority foreseen in article 67-1 of theLaw of August 10, 1915 on commercial companies, as amended.**IX. Final clause — Applicable law — Jurisdiction clause**     **Article 19.**All matters not governed by these articles of incorporation shall be determined inaccordance with the laws of the Grand-Duchy of Luxembourg and in particular with the law of August10, 1915 on commercial companies, as amended.     **Article 20.**The courts of Luxembourg-City shall have exclusive jurisdiction for all matters whichcould arise from the present articles of incorporation.
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