WISeKey International Holding Ltd Announces Date of the 2018 Annual General Meeting and Key Agenda Items

WISeKey International Holding Ltd Announces Date of the 2018 Annual General Meeting and Key Agenda Items

Zug, Switzerland, April 17, 2018 – WISeKey International Holding Ltd (“WISeKey” or the “Company“) (SIX: WIHN), a leading cybersecurity and IoT company today announced that the Board of Directors has recommended certain proposals for shareholder approval at the 2018 Annual General Meeting of Shareholders (“AGM“). The AGM will be held at 2 p.m. CET on May 25, 2018 at the SIX Convention Point, SIX Swiss Exchange, Pfingstweidstrasse 110, 8005 Zurich, Switzerland. Additional details on the AGM will be provided in the Company’s invitation to the AGM, expected to be published on or about May 4, 2018.

Key items that the Board of Directors recommends to be included on the AGM agenda for shareholder approval are:

• The re-election of Carlos Moreira, Philippe Doubre, Dourgam Kummer, Maryla Shingler Bobbio, Juan Hernandez Zayas, David Fergusson and Peter Ward as members of the Board, each for a term extending until completion of the 2019 AGM.
• The election to the Board of Directors of Thomas Hürlimann.

            Thomas Hürlimann brings 25 years of global leadership experience in banking, reinsurance, insurance, M&A, global transformations, B2B, risk management and over his carrier he has held several board positions.  Currently Mr. Hürlimann serves as non-executive director of Hiscox Ltd. and one of its subsidiaries.

            Mr. Hürlimann was the CEO, Global Corporate at Zurich Insurance Group, leading a global unit with USD $9 billion of premiums and 3500 employees, a position he was holding for 5 years. He joined Zurich in 2003 as Global Head of Group Reinsurance, in 2006, he became Chief Operating Officer for Zurich Global Corporate, and was appointed later that year as CEO Global Corporate in Europe.

            Thomas Hürlimann began his career in banking, working in treasury and corporate finance. He then moved into the insurance sector, spending seven years with Swiss Re where he led the Insurance Practice of Swiss Re New Markets. He was also Managing Director of Fox-Pitt Kelton. Throughout his career, Mr. Hürlimann has gained international experience in Central and Eastern Europe, North and South America, South East Asia and West Africa.  Mr. Hürlimann holds a degree in business administration and economics from the University of Zurich and an MBA from IMD, Lausanne, Switzerland.

• The re-election of Carlos Moreira as Chairman of the Board for a term extending until completion of the 2019 AGM.
• The re-election of David Fergusson as Chairman of the Board’s Nomination & Compensation Committee, for a term extending until completion of the 2019 AGM.

• The increase of the Company’s authorized share capital; pursuant to the proposal, the Board of Directors will be authorized to issue up to 12,296,501 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 current articles of association.
• The increase of the Company’s conditional share capital, authorizing the issuance of (1) up to 7,296,501 Class B Shares in connection with bonds, options, warrants, notes and other convertible instruments and (2) up to 5,000,000 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 2018 AGM and the 2019 AGM and (ii) the company’s executive management for financial year 2019 pursuant to Swiss law and the Company’s articles of association.
• The advisory vote on the Company’s compensation report for financial year 2017.
• The discharge of the members of the Board and executive management from liability for activities during fiscal year 2017.

The Company will also seek approval of the 2017 Annual Report, including, among other things, the 2017 audited consolidated and statutory financial statements (the “2017 Annual Report“) and the appropriation of a net loss. The Company has published the 2017 Annual Report on April 16, 2018.

About WISeKey

WISeKey (SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems with a patented process. 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 on-line 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 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.