WISeKey Shareholders Approved All Agenda Items of the 2023 Annual General Meeting

WISeKey Shareholders Approved All Agenda Items of
the 2023 Annual General Meeting

Zug, Switzerland, June 23, 2023 –WISeKey International Holding Ltd. (“WISeKey” or the “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity and IoT company, announced today that its shareholders approved all items on the agenda of WISeKey’s 2023 Annual General Meeting held on June 22, 2023.

Among other things, the shareholders re-elected Carlos Moreira, Peter Ward, Maria Pia Aqueveque Jabbaz, Cristina Dolan, David Fergusson, Jean-Philippe Ladisa and Eric Pellaton as members of the Board of Directors. Shareholders also re-elected Carlos Moreira as Chairman of the Board, and Cristina Dolan, David Fergusson and Eric Pellaton were re-elected as members of the Nomination and Compensation Committee.

In addition, the shareholders approved the Board of Directors’ proposals to effect a 50 : 1 reverse stock split with respect to Class B Shares and a 25 : 1 reverse stock split with respect to the Class A Shares. As a result of the different reverse stock split ratios, the aggregate voting power of the Class A Shares has been increased relative to the situation prior to the effectiveness of the reverse stock split. We expect the last trading day of the Class B Shares (par value CHF 0.50 each, i.e., on a pre-reverse stock split basis) on the SIX Swiss Exchange to be on June 29, 2023, and the first trading day of the Class B Shares (par value CHF 2.50 each, i.e., on a post-reverse stock split basis) on the SIX Swiss Exchange to be on June 30, 2023

Shareholders of WISeKey approved all other proposals submitted by the Board, inlcuding the following:

• the 2022 Annual Report and the 2022 audited consolidated and statutory financial statements of the Company;
• The discharge of all members of the Board of Directors and the Executive Management from liability for their activities during fiscal year 2022;
• The Company’s 2022 compensation report, in an advisory vote;
• The Board of Directors’ and Executive Management’s total compensation, for the period until the 2024 AGM and fiscal year 2024, respectively;
• The replacement of the current authorized share capital with a capital band under the new Swiss corporate law effective 1 January 2023;
• An increase of the conditional share capital;
• Amendments to the Company’s Articles of Association to align them, among other things, with the new Swiss corporate law effective 1 January 2023; and
• Re-election of BDO SA as the Company’s audit firm and the independ proxy for a further one-year period.

Carlos Moreira, Chairman of the Board, stated, “I would like to thank our valued shareholders for their continued trust, support and the confidence they have placed in us. I would also like to thank all members of our Board for their commitment and dedication to WISeKey.”

Financial Calendar:
The 2023 Interim Report will be published by September 30, 2023.

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.

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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.