WISeKey International Holding Ltd Announces Agenda Items to be Approved by Shareholders at its 2022 Annual General Meeting

Rhea-AI Summary

WISeKey International Holding Ltd announced key items for shareholder approval at its 2022 AGM scheduled for June 24, 2022. The proposals include the re-election of current board members and the election of new members. The Board recommends a renewal and increase of authorized share capital and conditional share capital, affecting Class B Shares and Class A Shares. The company will also seek approval for the 2021 Annual Report and financial statements, alongside voting on the 2021 compensation report. Shareholders will vote electronically due to COVID-19 restrictions.

Positive

• Re-election of key board members, ensuring stability.
• Approval of new board members may bring fresh perspectives.
• Increase in authorized share capital can facilitate future growth.

Negative

• Hans-Christian Boos and Philippe Doubre not standing for re-election may create leadership gaps.

WISeKey International Holding Ltd Announces Agenda Items to be Approved by Shareholders at its 2022 Annual General Meeting

Zug, Switzerland, May 13, 2022 – 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 2022 Annual General Meeting of Shareholders (“AGM“).

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

• The re-election of Carlos Moreira, Peter Ward, David Ferguson, Jean-Philippe Ladisa and Eric Pellaton as members of the Board, each for a term extending until completion of the 2023 AGM. Hans-Christian Boos and Philippe Doubre do not stand for re-election; the Board would like to thank both of them for their valueable service to the Company.
• The election of Maria Pia Aqueveque Jabbaz and Cristina Dolan as new members of the Board, each for a term extending until completion of the 2023 AGM;
• The re-election of Carlos Moreira as Chairman of the Board for a term extending until completion of the 2023 AGM; the re-election of David Fergusson and Eric Pellaton and the election of Cristina Dolan as members of the Board’s Nomination & Compensation Committee, each for a term extending until completion of the 2023 AGM;
• The renewal and increase of the Company’s authorized share capital; pursuant to the proposal, the Board of Directors's authority under the authorized share capital will relate to 25 million new Class B Shares;
• The renewal and increase of the Company’s conditional share capital allocated to Class B Shares, authorizing the issuance of (1) 46 million Class B Shares in connection with bonds, options, warrants, notes and other convertible instruments and (2) 6.1 million Class B Shares to employees, members of the Board of Directors, consultants and other persons providing services to the Company or its group companies under the Company’s equity incentive plans;
• The decrease of the Company's conditional share capital allocated to Class A Shares to 10,000,000 Class A shares from 12,000,000 Class A shares currently);
• The maximum aggregate amount of compensation of (i) the Board for the period between the 2022 AGM and the 2023 AGM and (ii) the company’s executive management for financial year 2023 pursuant to Swiss law and the Company’s articles of association;
• The 2021 compensation report (advisory vote); and
• The discharge of the members of the Board and executive management from liability for activities during fiscal year 2021.
  
  

The Company will also seek approval, among other things, of the 2021 Annual Report, including the 2021 Consolidated Audited Financial Statements.

The 2022 AGM will be held at 2:00 p.m. CEST on Friday, June 24, 2022. Due to the extraordinary situation in connection with the COVID-19 (coronavirus) pandemic, our AGM will be held in accordance with the Swiss Federal Council Ordinance 3 on Measures to Combat the Coronavirus, dated June 19, 2020 (the "COVID-19 Ordinance"). Accordingly, it will not be possible for shareholders to attend the AGM in person at the venue. Shareholders may exercise their voting rights only by giving electronic or written voting instructions to the independent voting rights representative, as further described in the Company’s AGM notice to be published on or about June 3, 2022.

About WISeKey
WISeKey (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 1.6 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 Moreira Chairman & CEO Tel: +41 22 594 3000 info@wisekey.com

WISeKey Investor Relations (US)  Contact:  Lena Cati The Equity Group Inc. Tel: +1 212 836-9611 lcati@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.

FAQ

What proposals will be voted on at WISeKey's 2022 AGM?

The proposals include the re-election of board members, election of new members, and approvals for share capital increases.

When is WISeKey's 2022 AGM scheduled?

WISeKey's 2022 AGM is scheduled for June 24, 2022.

How can shareholders vote at WISeKey's AGM?

Shareholders can vote electronically or provide written instructions due to COVID-19 restrictions.

What is included in WISeKey's 2021 Annual Report?

The report includes the 2021 Consolidated Audited Financial Statements and the 2021 compensation report.

Why are some board members not standing for re-election at WISeKey?

Hans-Christian Boos and Philippe Doubre are stepping down, although specific reasons were not provided.