U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name
of Issuer or person filing (Filer): Axalto Holding N.V.
B. This is [check one]
þ an original filing for the Filer
o an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant Axalto Holding N.V.
Form type Form CB
File
Number (if known) 00031052
Filed by Axalto Holding N.V.
Date Filed (if filed concurrently, so indicate) Filed concurrently
D. The Filer is incorporated or organized under the laws of The Netherlands and has its
principal place of business at Koningsgracht Gebouw 1, Joop Geesinkweg 541-542, 1096 AX, Amsterdam,
The Netherlands.
E. The Filer designates and appoints Mr. Len Pojunas (Agent) located at Axalto Inc, 8311
North FM 620 Road, Austin, Texas 78726, United States, telephone 00 1 512 257 3900, as the agent of
the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in
(a) any investigation or administrative proceeding conducted by the Commission; and
(b) any civil suit or action brought against the Filer or to which the Filer has been joined
as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of
any state or of the United States or of any of its territories or possessions or of the District of
Columbia, where the investigation, proceeding or cause of action arises out of or relates to or
concerns (i) any offering made or purported to be made in connection with the securities registered
or qualified by the Filer on Form CB on May 22, 2006 or any purchases or sales of any security in
connection therewith; (ii) the securities in relation to which the obligation to file an annual
report on Form 40-F arises, or any purchases or sales of such securities; (iii) any tender offer
for the securities of a Canadian issuer with respect to which filings are made by the Filer with
the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities in relation to which
the Filer acts as trustee pursuant to Rule 10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or administrative proceeding may be
commenced by the service of process upon, and that service of an administrative subpoena shall be
effected by service upon such agent for service of process, and that service as aforesaid shall be
taken and held in all courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or 14D-9F stipulates
and agrees to appoint a successor agent for service of process and file an amended Form F-X if the
Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the
Filer at any
time until six years have elapsed from the date of the issuer of the securities to which such
Forms and Schedules relate has ceased reporting under the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to appoint a successor
agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years
have elapsed following the effective date of the latest amendment to such Form F-8, Form F-80 or
Form CB;
(c) its status as trustee with respect to securities registered on Form F-7, F-8, F-9, F-10,
F-80, or SB-2 stipulates and agrees to appoint a successor agent for service of process and file an
amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time during which any of the securities subject to the
indenture remain outstanding; and
(d) the use of Form 1-A or other Commission form for an offering pursuant to Regulation A
stipulates and agrees to appoint a successor agent for service of process and file an amended Form
F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on
behalf of the Filer at any time until six years have elapsed from the date of the last sale of
securities in reliance upon the Regulation A exemption.
Each Filer further undertakes to advise the Commission promptly of any change to the Agents name
or address during the applicable period by amendment of this Form, referencing the file number of
the relevant form in conjunction with which the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance with General
Instruction I.(a) of this Form, undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the Forms, Schedules and
offering statements described in General Instructions I.(a), I.(b), I.(d) and I.(f) of this Form,
as applicable; the securities to which such Forms, Schedules and offering statements relate; and
the transactions in such securities.