WISeKey International Holding Ltd Announces the Agenda of its 2020 Annual General Meeting

WISeKey International Holding Ltd Announces the Agenda of its 2020 Annual General Meeting

Zug, Switzerland, April 8, 2020 – 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 2020 Annual General Meeting of Shareholders (“AGM“).

The AGM will be held in accordance with the Swiss Federal Council Ordinance on Measures to Combat the Coronavirus of March 13, 2020. Thus, 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. The AGM will take place at the offices of the law firm Homburger AG, Prime Tower, Hardstrasse 201, CH-8005 Zurich. 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 April 9, 2020.

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

• The election of Eric Pellaton and Jean-Philippe Ladisa as new members of the Board, each for a term extending until completion of the 2021 AGM.
• The re-election of Carlos Moreira, Philippe Doubre, David Ferguson, Dourgam Kummer and Peter Ward as members of the Board, each for a term extending until completion of the 2021 AGM.
• The re-election of Carlos Moreira as Chairman of the Board for a term extending until completion of the 2021 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 2021 AGM;
• Juan Hernandez Zayas has decided not to stand for re-election as a director at the end of his term at the 2020 AGM. The Board thanks Mr. Zayas for his outstanding contributions to the Company.

• The renewal and increase of the Company’s authorized share capital; pursuant to the proposal, the Board of Directors will be authorized to issue approximately 15.8 million new Class B Shares in one or several steps and have the authority to withdraw pre-emptive rights under the circumstances already included in the Company's current articles of association;
• The renewal and increase of the Company’s conditional share capital, authorizing the issuance of (1) approximately 8.8 million Class B Shares in connection with bonds, options, warrants, notes and other convertible instruments and (2) approximately 7.0 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 2020 AGM and the 2021 AGM and (ii) the company’s executive management for financial year 2021 pursuant to Swiss law and the Company’s articles of association;
• The 2019 compensation report (advisory vote); and
• The discharge of the members of the Board and executive management from liability for activities during fiscal year 2019.

The Company will also seek approval, among other things, of the 2019 Annual Report, including the 2019 Consolidated Audited Financial Statements.