WISeKey International Holding Ltd Announces Agenda Items to be Approved by Shareholders at its 2023 Annual General Meeting
May 17 2023 - 12:00PM
WISeKey International Holding Ltd Announces Agenda Items to be
Approved by Shareholders at its 2023 Annual General Meeting
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.
Press and investor contacts:
WISeKey
International Holding Ltd Company Contact:
Carlos MoreiraChairman & CEOTel: +41 22 594
3000info@wisekey.com |
WISeKey
Investor Relations (US) Contact: Lena CatiThe
Equity Group Inc.Tel: +1 212 836-9611lcati@equityny.com |
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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