WISeKey International Holding AG

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 06.06.2025/nPublicly viewable until: 06.06.2026/nPublication number: UP04-0000007286/nPublishing entity/nHomburger AG, Hardstrasse 201.

8005 Zürich/nInvitation to the ordinary general meeting WISeKey/nInternational Holding AG/nOrganisation concerned:
/nWISeKey International Holding AG/nCHE-143.782.707/nGeneral-Guisan-Strasse 6/n6300 Zug/nGeneral meeting details:/n27.06.2025, 14.00 Uhr, Homburger AG/nPrime Tower/nHardstrasse 201/n8005 Zurich.

Switzerland/nInvitation/Agenda:
/nInvitation to the Annual General Meeting of WISeKey International Holding Ltd. The full/ntext of the invitation is included in the attached PDF./nInvitation to the/n2025 Annual General Meeting/nof/nWISeKey International Holding Ltd/nFriday, June 27, 2025, 2 p.m. Swiss time/nHomburger AG/nPrime Tower, Hardstrasse 201/n8005 Zurich.

Switzerland/nAdmittance:
1:30 p.m. Swiss time/n2 / 13/nAgenda Items/nThe board of directors (the Board or the Board of Directors) of WISeKey International Holding Ltd (the/nCompany) submits the following agenda items and proposals for resolution and approval by the Company's/nshareholders at the Company's Annual General Meeting (the AGM) to be held on June 27, 2025, 2 p.m./nSwiss time, at the offices of Homburger AG, Prime Tower, Hardstrasse 201, 8005 Zurich.

Switzerland:
/n1. Approval of the Annual Report 2024 of WISeKey International Holding Ltd.

Including the Audited/n Consolidated Financial Statements for Fiscal Year 2024 and the Audited Statutory Financial/n Statements for Fiscal Year 2024/n Proposal of the Board of Directors:
The Board of Directors proposes that the annual report 2024 (the/n Annual Report 2024), including the audited consolidated financial statements for the calendar year ending/n December 31 (""fiscal year""), 2024, and the audited statutory financial statements for fiscal year 2024, be/n approved./n Explanation: Pursuant to article 698 para. 2 items 3 and 4 of the Swiss Code of Obligations (CO) and/n article 8 para. 2 item nos. 5 and 6 of the Company's articles of association (the Articles of Association),/n shareholders must approve at the annual general meeting the management report, the audited/n consolidated financial statements and the audited statutory financial statements for the relevant fiscal year./n You can find the Annual Report 2024 (including the management report) and the audited consolidated/n financial statements and the audited statutory financial statements for fiscal year 2024 at/n https://www.wisekey.com/company/investors/financial-reports/. Our auditor, BDO SA, Vernier, has issued/n unqualified audit reports on the the audited consolidated financial statements and the audited statutory/n financial statements for fiscal year 2024./n Recommendation: The Board of Directors recommends you vote ""FOR"" this proposal number 1./n2. Discharge of the Members of the Board of Directors and the Executive Management from Liability/n for Activities During Fiscal Year 2024/n Proposal of the Board of Directors: The Board of Directors proposes that the members of the Board of/n Directors and Messrs. Carlos Moreira (CEO), Peter Ward (CFO until June 30, 2024) and John O'Hara (CFO/n as from July 1, 2024), who served as members of the Executive Management in 2024, be discharged from/n liability for activities during fiscal year 2024./n Explanation: Pursuant to article 698 para. 2 item 7 CO and article 8 para. 2 item no. 7 of our Articles of/n Association, the Board of Directors may propose to the general meeting of shareholders that the members/n of the Board of Directors and the Executive Management be discharged from liability. Discharge pursuant/n to the proposal is effective only with respect to facts that have been disclosed to shareholders and only/n binds shareholders who either voted in favour of the proposal or who acquired shares with knowledge that/n the shareholders have approved the proposal./n Recommendation: The Board of Directors recommends you vote ""FOR"" this proposal number 2./n 3 / 13/n3. Appropriation of Accumulated Loss for Fiscal Year 2024/n Proposal of the Board of Directors: The Board of Directors proposes that the total accumulated loss be/n carried forward./n in CHF/n Loss carried forward from previous years (74,811,916)/n Transfer from reserve for treasury shares 278,964/n Net loss for the year (6,184,180)/n Total loss (80,717,132)/n Appropriation of accumulated loss/n Total loss to be carried forward on this account (80,717,132)/n Explanation: Pursuant to article 698 para. 2 item 4 CO and article 8 para. 2 item no. 6 of our Articles of/n Association, the general meeting of shareholders resolves on the appropriation of available earnings or the/n accumulated loss. The Board of Directors proposes that the entire net loss for fiscal year 2024 be carried/n forward./n Recommendation: The Board of Directors recommends you vote ""FOR"" this proposal number 3./n4. Increase of the Capital Band According to Article 4a of the Articles of Association/n Proposal of the Board of Directors: The Board of Directors proposes to increase the upper limit of the/n capital band from currently CHF 585,875.16 to CHF 636,095.10, allowing the Board of Directors, at any/n time until 19 June 2030, to (i) issue up to 2,120,317 Class B Shares at a nominal value of CHF 0.10 each/n or (ii) increase the par value of the existing shares by up to CHF 212,031.70./n Explanation: The Company currently has a capital band ranging from CHF 391,700.96 (lower limit) to/n CHF 585,875.16 (upper limit) according to article 4c of the Articles of Association. The Board of Directors/n proposes to increase the upper limit of the capital band by approximately 8.57% to CHF 636,095.10. In/n compliance with Swiss law, the upper limit represents 50% of the Company's current stated share capital./n The Board of Directors believes this proposal, if approved by the shareholders, would give the Company/n additional flexibility to enter into transactions and raise financing on capital markets if and when appropriate/n under the circumstances and in the interest of the Company and its shareholders. The Board of Directors/n does currently not have any plans to issue new shares based on the capital band of the Company./n Apart from the increase of the upper limit and the extension of its period of validity, article 4a of the Articles/n of Association relating to the capital band would remain substantially unchanged./n For further details, please refer to article 4a of the revised Articles of Association included in Annex A./n Recommendation: The Board of Directors recommends you vote ""FOR"" this proposal number 4./n 4 / 13/n5. Increase of the Conditional Share Capital for Convertible and Similar Financial Instruments/n According to Article 4b letter a of the Articles of Association/n Proposal of the Board of Directors: The Board of Directors proposes to increase the Company's authority/n to issue Class B Shares based on the Company's conditional share capital for convertible and similar/n financial instruments according to article 4b letter a of the Articles of Association. The wording of the/n proposed new article 4b of the Articles of Association is included in Annex B./n Explanation: The Company currently has a conditional share capital for convertible and similar financial/n instruments according to article 4b letter a of the Articles of Association in a total amount of CHF 31,917.40,/n allowing to issue an aggregate number of 319,174 Class B Shares. In the past, the Company has used the/n conditional share capital to obtain financing, in particular through share subscription facilities and/n convertible loan facilities and bonds made available by third party lenders. The Board of Directors believes/n it is essential for the Company to be able to continue to enter into finan"