Zug, Switzerland, May 5, 2017 – WISeKey International Holding Ltd (“WISeKey” or the “Company”) (SIX: WIHN) announced today that the Board of Directors has recommended certain proposals for shareholder approval at the 2017 Annual General Meeting of Shareholders (“AGM“). The AGM will be held at 2 p.m. CET on May 31, 2017 at the SIX Swiss Exchange Convention Point Conference Center, Selnaustrasse 30, CH-8001 Zurich, Switzerland. Additional details on the AGM will be provided in the Company’s invitation to the AGM, to be published on or about May 9, 2017.
Key items that the Board of Directors recommends shareholders approve at the AGM are:
- The re-election of Carlos Moreira, Philippe Doubre, Dourgam Kummer, Maryla Shingler Bobbio, Juan Hernandez Zayas and Peter Ward as members of the Board, each for a term extending until completion of the 2018 AGM.
Dr. Franz Humer, the current Vice-Chairman of the Board, and Thomas J. Egger have each decided not to stand for re-election as directors at the end of their term at the 2017 AGM. The Board thanks both of them for their outstanding contributions to the Company in the past.
The Board has nominated Thomas Whayne and David Fergusson as candidates for election to the Board.
Thomas Whayne was a managing director at various investment banking firms, including Credit Suisse First Boston, Morgan Stanley and Rothschild and advised on over 50 mergers and acquisitions transactions valued over $1 billion. Recent transactions he advised on include Alibaba Group’s $25 billion IPO, Intel’s $1.5 billion strategic investment in Spreadtrum Communications and RDA Microelectronics, Level 3 Communications’ $5.7 billion acquisition of tw telecom and DigitalGlobe’s $1.3 billion acquisition of GeoEye.
David Fergusson is president and co-CEO of “The M&A Advisor”, the world’s premier think tank for corporate finance, mergers & acquisition, and restructuring professionals.
- The re-election of Carlos Moreira as Chairman of the Board for a term extending until completion of the 2018 AGM;
- The election of David Fergusson, Thomas Whayne and Maryla Shingler Bobbio as members of the Board’s Nomination & Compensation Committee, each for a term extending until completion of the 2018 AGM;
- The maximum aggregate amount of compensation of (i) the Board for the period between the 2017 AGM and the 2018 AGM and (ii) the company’s executive management for financial year 2018 pursuant to Swiss law and the Company’s articles of association;
- The advisory vote on the Company’s 2016 compensation report;
- The discharge of the members of the Board and executive management from liability for activities during fiscal year 2016;
- 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 13.8m 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; and
- The renewal and increase of the Company’s conditional share capital, authorizing the issuance of (1) approximately 8.8m Class B Shares in connection with bonds, options, warrants, notes and other convertible instruments and (2) approximately 5.0m Class B Share 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 Company will also seek approval of the 2016 Annual Report, including, among other things, the 2016 Consolidated Audited Financial Statements (the “2016 Annual Report“) and the appropriation of a net loss. As reported separately, the Company will publish the 2016 Annual Report on 5 May 2017.
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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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.