WISeKey Releases CEO Letter to Shareholders

Updates on the Listing of its Class B Shares in the U.S., on the NASDAQ, 
in the form of American Depositary Shares (ADSs)

Zug, Switzerland – WISeKey International Holding Ltd (“WISeKey”, SIX: WIHN), a leading cybersecurity and IoT company, today released a letter to shareholders from Carlos Moreira, WISeKey’s Founder and CEO. 

November 27, 2019

Dear Shareholders

            I am very pleased to update you on our previously announced intention to list our Class B Shares in the U.S., on The Nasdaq Stock Market LLC (“NASDAQ”), in the form of American Depositary Shares (ADSs).

            We have for that purpose filed with the U.S. Securities and Exchange Commission (SEC) a Registration Statement on Form 20-F.  The 20-F Registration Statement has been finalized and we will be requesting the acceleration of its effectiveness in the near future.  As a result, we expect to become an SEC reporting company in early December, qualifying as a foreign private issuer, in the U.S. and we will, in addition to the disclosures, filings and public releases required under Swiss law and the rules and regulations of the SIX Swiss Exchange, be required to file disclosure statements with the SEC and make public disclosures under the U.S. securities laws.  A copy of the 20-F Registration Statement may be obtained from the SEC website at www.sec.gov.

            We are also working on the listing process with NASDAQ, which we hope to conclude shortly.  Upon conclusion of the NASDAQ listing process and upon effectiveness of the 20-F Registration Statement, our Class B Shares will be listed for trading in the form of ADSs on NASDAQ; our Class B Shares in their current form will continue to be listed and traded on the SIX Swiss Exchange.  

If you wish to hold shares that are eligible for trading in the U.S., you will need to convert your Class B Shares into ADSs.  The Bank of New York Mellon is the Depositary Bank for our ADSs.  Attached is for your reference a description of the ADS conversion process.  Please note that Class B Shares that are subject to resale limitations in the U.S. may not be converted into ADSs absent an exemption from the U.S securities registration requirements.     

Should you have any questions about the conversion of our Class B Shares into ADSs please do not hesitate to contact: Nathalie Verjus at nverjus@wisekey.com or Dourgam Kummer at dkummer@wisekey.com.

About WISeKey

WISeKey (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 Secures 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. Forward-looking statements include statements regarding WISeKey’s plan to list its shares in the form of ADSs on NASDAQ and the timing thereof.  Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of WISeKey to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to vary include, but are not limited to, risks relating to the completion of the listing of the ADSs on NASDAQ, conditions in financial markets, the liquidity of the ADSs and the Class B Shares on NASDAQ and the SIX Swiss Exchange, respectively, investor response to WISeKey’s listing of ADSs on NASDAQ and other risk factors as detailed from time to time in WISeKey’s publicly filed reports, including reports filed with the U.S. Securities and Exchange Commission (such as the 20-F Registration Statement referred to above).

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 article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. 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.

Process for converting Class B Shares into ADSs, as provided by BNY Mellon: 

 1 ) Deliver local Class B shares (“ordinary shares”) to the below BNY Mellon custodian account:

2) Instruct your custodian to send delivery instructions to BNY Mellon’s custodian with the following information:

            a) Security Name 
            b) ISIN of Ordinary Shares 
            c) Settlement Date 
            d) Trade Date 
            e) Number of Ordinary Shares 
            f) Institution where the DRs will be delivered to in the U.S. market (DTC participant         number and account number if required)
            g) Indicate on the delivery instruction the words “ADR conversion”

*Your local custodian may need to email or call the BNY Mellon Custodian to accept the delivery

 3) After BNY Mellon’s custodian receives the shares, they will notify BNY Mellon DRs Division via SWIFT to deliver the DRs to the appropriate DTC number.

4) BNY Mellon will deliver the DRs via DTC as DVP (Delivery Versus Payment).

5) The issuance fee is paid versus the DRs. To ensure your delivery settles you must instruct your US custodian to accept the delivery.  The issuance fee will be $0.05 per ADR rounded to the nearest 100.

 *Please contact adrdesk@bnymellon.com for any fee inquiries; please contact drsettlements@bnymellon.com for any settlement inquiries or issues.

 For further contacts please liaise with BNY Mellon’s DR Broker Solutions Desk at +44 207 163 7427 (London) or +1 212 815 2267 (New York)