Authentec Inc (AUTH)

TO BE HELD ON MAY 9, 2008

To the Stockholders:

Notice is hereby given that the annual meeting of the stockholders of AuthenTec, Inc., a Delaware corporation, will be held on Friday, May 9, 2008, at 12:30 p.m. local time, at Hilton Melbourne Rialto Place, located at 200 Rialto Place, Melbourne, Florida, 32901, for the following purposes:

(1) To elect six (6) directors to hold office until the 2009 annual meeting of stockholders for a one year term and until their respective successors are elected and qualified;

(2) To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending January 2, 2009; and

(3) To transact such other business as may properly come before the meeting.

Stockholders of record at the close of business on April 3, 2008 are entitled to notice of, and to vote at, this meeting and any adjournment or postponement. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 100 Rialto Place, Suite 400, Melbourne, Florida, 32901.

April 7, 2008

IMPORTANT: Please mark, date and sign the enclosed proxy card and promptly mail it in the accompanying postage-paid envelope to assure that your shares are represented at the meeting. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.