0RF1 Wisekey International Holding Ag

WISeKey International Holding Ltd Announces Agenda Items to be Approved by Shareholders at its 2023 Annual General Meeting

Zug, Switzerland, May 17, 2023 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules – WISeKey International Holding Ltd. (“WISeKey” or the “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity and IoT company, announced today that the Board of Directors has submitted its proposals for shareholder approval at the 2023 Annual General Meeting of Shareholders (“AGM“).

Key items that the Board of Directors recommends shareholders to approve are:

• A reserve stock split of its shares at a ratio of 50:1; as a result of the applicable reverse split ratio, the number of Class A Shares and the number of Class B Shares issued and outstanding will, relative to the number of Class A Shares and Class B Shares issued and outstanding immediately prior to the effectiveness of the reverse stock split, decrease proportionally. Conversely, relative to the price of Class B Shares quoted on the SIX Swiss Exchange immediately prior to the effectiveness of the Reverse Stock Split, the Company expects the price per New Class B Share to increase commensurate to the 50-to-1 Split Ratio. WISeKey cannot, however, give any assurance in this regard.
• Subject to the approval of the reverse stock split, the increase of the aggregate voting power of its privileged voting stock, i.e., the Class A Shares, through an adjustment of the reverse split ratio applicable to Class A Shares to 25:1.
• The re-election of Carlos Moreira, Peter Ward, Cristina Dolan, David Ferguson, Jean-Philippe Ladisa, Eric Pellaton, and María Pía Aqueveque Jabbaz as members of the Board, each for a term extending until completion of the 2024 AGM.
• The re-election of Carlos Moreira as Chairman of the Board for a term extending until completion of the 2024 AGM, and the re-election of Cristina Dolan, David Fergusson and Eric Pellaton as members of the Board’s Nomination & Compensation Committee, each for a term extending until completion of the 2024 AGM.
• The introduction of a capital band in replacement of the current authorized share capital; pursuant to the proposal, the Board of Directors's authority under the Capital Band would allow the Company to increase its share capital by up to 50% and to decrease the share capital by up to 10%.
• The renewal and increase of the Company’s conditional share capital allocated to Class B Shares, authorizing the issuance of (i) 65 million Class B Shares in connection with convertible financial instruments and (ii) 10 million Class B Shares under the Company’s equity incentive plans.
• The maximum aggregate amount of compensation of (i) the Board for the period between the 2023 AGM and the 2024 AGM and (ii) the Company’s executive management for financial year 2023 pursuant to Swiss law and the Company’s articles of association.
• The 2022 compensation report (advisory vote).
• The discharge of the members of the Board and executive management from liability for activities during fiscal year 2022.
• The 2023 Annual Report, including the 2023 Consolidated Audited Financial Statement.

The Company will also seek approval for amendments to the Articles of Association to align the relevant provisions with the new corporate law that became effective as of January 1, 2023.

The 2023 AGM will be held at 2:00 p.m. CEST on Thursday, June 22, 2023 at the offices of Homburger AG, Prime Tower, Hardstrasse 201, 8005 Zurich, Switzerland. Shareholders may attend the AGM in person at the venue. Shareholders may also exercise their voting rights by giving electronic or written voting instructions to the independent voting rights representative, as further described in the Company’s invitation to the 2023 AGM to be published on or about May 22, 2022, or by giving proxy to a representative.

About WISeKeyWISeKey (NASDAQ: WKEY; SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems for people and objects using Blockchain, AI and IoT respecting the Human as the Fulcrum of the Internet. WISeKey microprocessors secure the pervasive computing shaping today’s Internet of Everything. WISeKey IoT has an install base of over 1.5 billion microchips in virtually all IoT sectors (connected cars, smart cities, drones, agricultural sensors, anti-counterfeiting, smart lighting, servers, computers, mobile phones, crypto tokens etc.).  WISeKey is uniquely positioned to be at the edge of IoT as our semiconductors produce a huge amount of Big Data that, when analyzed with Artificial Intelligence (AI), can help industrial applications to predict the failure of their equipment before it happens.

Our technology is Trusted by the OISTE/WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) provides secure authentication and identification, in both physical and virtual environments, for the Internet of Things, Blockchain and Artificial Intelligence. The WISeKey RoT serves as a common trust anchor to ensure the integrity of online transactions among objects and between objects and people. For more information, visit www.wisekey.com.

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Disclaimer:This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of WISeKey International Holding Ltd to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. WISeKey International Holding Ltd is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”), the FInSa's predecessor legislation or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of WISeKey and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey.

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