WISeKey International Holding Ltd Announces Agenda of its 2021 Annual General Meeting of Shareholders

Rhea-AI Summary

WISeKey International Holding Ltd has announced the agenda for its 2021 Annual General Meeting (AGM) set for May 25, 2021. Due to COVID-19, shareholders can only vote electronically or via written instructions. Key proposals include the re-election of board members and the renewal of authorized share capital, with the issuance of up to 21.5 million Class B Shares. The company seeks approval for the 2020 compensation report, discharge of management from liability for 2020 activities, and the 2020 Annual Report including financial statements.

Positive

• Re-election of experienced board members enhances governance.
• Renewal and increase of authorized share capital may provide financial flexibility.

Negative

• Shareholders cannot attend AGM in person due to COVID-19 restrictions.
• Potential dilution of shares with the issuance of new Class B Shares.

WISeKey International Holding Ltd Announces Agenda of its 2021 Annual General Meeting of Shareholders

Zug, Switzerland, April 29, 2021 – WISeKey International Holding Ltd. (“WISeKey” or “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity and IoT company, announced today that the Board of Directors has recommended certain proposals for shareholder approval at the 2021 Annual General Meeting of Shareholders (“AGM“), scheduled for May 25, 2021.

Due to the extraordinary situation in connection with the COVID-19 (coronavirus) pandemic, the AGM will not take place in the usual format and shareholders will not be able to attend the AGM in person. Shareholders may exercise their voting rights only by giving electronic or written voting instructions to their independent voting rights representative, as further described in the Company’s AGM notice to be published on or about April 29, 2021.

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

• The re-election of Carlos Moreira, Philippe Doubre, David Fergusson, Peter Ward, Eric Pellaton, Jean-Philippe Ladisa and Hans-Christian Boos as members of the Board, each for a term extending until completion of the 2022 AGM;
• The re-election of Carlos Moreira as Chairman of the Board for a term extending until completion of the 2022 AGM, and the re-election of David Fergusson, Philippe Doubre and Eric Pellaton as members of the Board’s Nomination & Compensation Committee, each for a term extending until completion of the 2022 AGM;
• The renewal and increase of the Company’s authorized share capital. Pursuant to the proposal, the Board of Directors' authority under the authorized share capital will relate to 21.5 million new Class B Shares;
• The renewal and increase of the Company’s conditional share capital, authorizing the issuance of (1) approximately 25.1 million Class B Shares in connection with bonds, options, warrants, notes and other convertible instruments, and (2) approximately 6.3 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 maximum aggregate amount of compensation of (i) the Board for the period between the 2021 AGM and the 2022 AGM and (ii) the Company’s executive management for financial year 2022 pursuant to Swiss law and the Company’s articles of association;
• The 2020 compensation report (advisory vote); and
• The discharge of the members of the Board and executive management from liability for activities during fiscal year 2020.
  
  

The Company will also seek approval, among other things, of the 2020 Annual Report, including the 2020 Consolidated Audited Financial Statements.

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 1.5 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 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 is the agenda for WISeKey's 2021 AGM on May 25?

The agenda includes board re-election, authorized share capital increase, and approval of the 2020 compensation report.

How will WISeKey shareholders vote during the 2021 AGM?

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

What are the key proposals at WISeKey's 2021 AGM?

Key proposals include board member re-elections and renewal of authorized share capital for new Class B Shares.

How many new Class B Shares is WISeKey authorized to issue?

WISeKey is authorized to issue approximately 21.5 million new Class B Shares.