WISeKey International Holding Ltd Signs Merger Agreement to Redomicile to the British Virgin Islands

About this update from Wisekey International Holding Ltd. Class B

WISeKey International Holding Ltd Signs Merger Agreement to Redomicile to the British Virgin IslandsZug, Switzerland, June 29, 2026 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules – WISeKey International Holding AG (“WISeKey”) (SIX: WIHN; Nasdaq: WKEY) today announced that it has signed a merger agreement with WISeKey International Corp., a British Virgin Islands company and wholly owned subsidiary of WISeKey (“WISeKey BVI”), to effect WISeKey’s proposed redomiciliation from Switzerland to the British Virgin Islands. Under the proposed transaction, WISeKey would merge with and into WISeKey BVI, with WISeKey BVI surviving the merger as the publicly traded parent company of the WISeKey group and successor to WISeKey. Following completion of the redomiciliation, WISeKey BVI is expected to have its ordinary shares directly listed both on Nasdaq, and on SIX Swiss Exchange. As part of the merger, each outstanding class of WISeKey shares will be exchanged for the relevant class of WISeKey BVI shares in accordance with the exchange ratios set out in the merger agreement. WISeKey’s current American Depositary Share (“ADS”) program will be terminated, and holders of WISeKey ADSs will receive WISeKey BVI ordinary shares in exchange. The current holders of WISeKey Class B shares, being WISeKey's shares traded on the SIX Swiss Exchange, will have certain election rights among different classes of shares that differ with respect to voting rights and dividend rights. In the absence of an election by holders of WISeKey Class B shares, such holders will receive WISeKey BVI ordinary shares in exchange for their WISeKey Class B Shares. Detailed procedures for the share and ADS exchanges, including the available elections by shareholders and relevant deadlines, will be communicated separately in advance of the extraordinary general meeting of shareholders (the "EGM") at which WISeKey shareholders’ approval for the redomiciliation will be sought. We currently expect the EGM to be held in the course of Q3 2026. No later than 30 days prior to the EGM, WISeKey shareholders will receive access to copies of the merger agreement, the merger report, and the audit report thereon, as well as WISeKey's standalone and consolidated annual financial statements and annual reports for the financial years 2025, 2024 and 2023, and the standalone financial statements of WIS...

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