2018 AGM PROXY INFORMATION STATEMENT For the Annual General Meeting of Shareholders To be Held November 05, 2018

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1 47071 Bayside Parkway Fremont, CA AGM PROXY INFORMATION STATEMENT For the Annual General Meeting of Shareholders To be Held November 05, 2018 INFORMATION CONCERNING SOLICITATION AND VOTING This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other properly authorized professional advisor. If you have sold all of your shares, please pass this document and its enclosures to the stockbroker or other agent through whom the sale was effected, for transmission to the purchaser. General This 2018 AGM Proxy Information Statement (this Information Statement ) is being furnished on behalf of the Board of Directors (the Board ) of Verseon Corporation (the Company ) in connection with the solicitation of proxies for use at the Company's 2018 Annual General Meeting of Shareholders to be held on November 05, 2018 at 2:00 p.m., pacific daylight time, or any postponement or adjournment thereof (the Annual Meeting ), for the purposes set forth below and in the Notice of 2018 Annual General Meeting of Shareholders. The Annual Meeting will be held at the Critosphere Cowork Space 7100 Stevenson Blvd. Fremont, CA USA. The Company s issued share capital as of October 23, 2018 (the Record Date ) was 151,640,024 shares of common stock of the Company ( Common Stock ), carrying one vote each. The company had 42,917 treasury shares, therefore the total number of voting shares is 151,597,107. Pursuant to Delaware law and the terms of the Company s Amended and Restated Certificate of Incorporation (the Certificate ) and Amended and Restated Bylaws (the Bylaws ), each holder of Common Stock as of the Record Date is entitled to one vote for each share of Common Stock so held by such stockholder with respect to all matters on which such stock is entitled to vote at the Annual Meeting. We are asking you to execute and return the Form of Proxy or, if you hold your shares through Depositary Interests, the Form of Instruction, (the Proxy ) mailed to you from the Company s registrar, Computershare Investor Services (Jersey) Limited ( Computershare ), in order to appoint our representative as your proxy in connection with voting on the matters set forth in this Information Statement at the Annual Meeting. The Proxy contains instructions for its completion and transmission to Computershare, including when it must be received by Computershare. Any person giving a Proxy pursuant to this solicitation has the power to revoke 1

2 it at any time before it is voted. A Proxy may be revoked by sending a written notice of revocation or another duly executed Proxy bearing a later date than that on the Proxy being revoked, such that it is addressed to the attention of the Company Secretary at the address of Bayside Parkway, Fremont, CA 94538, USA, and is received before the date of the Annual Meeting. A Proxy may also be revoked by attending the meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke a Proxy. To authorize a vote on your behalf, please follow the instructions on the Proxy. Nominees of the beneficial owners, banks, brokers and other holders of record, do not have the discretionary authority to vote shares without the instruction of beneficial owners and cannot vote those shares for the election of directors. All stockholders holding shares through nominees are urged to provide voting instructions to such parties to ensure that their shares are voted at the Annual Meeting. An automated system administered by Computershare will tabulate the votes cast by proxy. The Chairman or the third party proxy you wish to appoint will vote your shares in accordance with your directions as set forth on the Proxy. The Shareholders will be asked to vote in connection with the following matters: ELECTION OF DIRECTORS One Class I director is up for election and two current Class III directors are up for reelection. If the Class I and Class III directors nominated below are elected at this Annual Meeting, their respective terms shall expire at the times of the Annual Meetings in 2019 and 2021 respectively, provided however their terms shall continue until the election and qualification of a successor. In the event that the director nominees are unable or decline to serve as directors at the time of the Annual Meeting, the Proxy holders will vote at their discretion for substitute nominees designated by the Board, unless the Board chooses to reduce the number of directors serving on the Board pursuant to its authority to fix the size of the Board (at a number not less than three nor more than seven). It is not expected that any nominee will be unavailable. Class I Director Nominee: Sangtae Kim: Non-Executive Director Dr. Kim is a Distinguished Professor of Chemical Engineering at Purdue University, a special advisor to the FDA, a member of the National Academy of Engineering, and the inaugural former Executive Director of the Morgridge Institute for Research, the inaugural former Director of the Division of Shared Cyberinfrastructure, a division of the National Science Foundation's Computer and Information Science and Engineering Directorate and the former Vice President of Lilly Research Laboratories. Dr. Kim received his BS and MS degrees from the California Institute of Technology and his PhD from Princeton. 2

3 Class III Director Nominees: Adityo Prakash: Executive Director Mr. Prakash co-founded Verseon and serves as its Chief Executive Officer. Previously, Mr. Prakash co-founded Pulsent Corporation, a Milpitas California based technology company and served as Chief Executive Officer. He grew the company over five years and was instrumental in bringing Pulsent s video compression and signal processing technology to the marketplace. Mr. Prakash received his BS in Mathematics and Physics from the California Institute of Technology. Eniko Fodor: Executive Director Ms. Fodor co-founded Verseon and serves as its Chief Operating Officer and Chief Financial Officer. Previously, Ms. Fodor co-founded Pulsent Corporation, a Milpitas California based technology company and served as Chief Operating Officer. She played a pivotal role in growing the company and developing highly effective operating, marketing, and intellectual property strategies. Ms. Fodor received her BS in Physics from Universitatea Bolyai in Romania. The Board recommends a vote FOR the nominees listed above for election to the Board in accordance with the terms immediately described above. OTHER MATTERS The stockholders are asked to consider and act upon such other business as may properly come before stockholders present, in person or by proxy, at the Annual Meeting or any postponement or adjournment of the Annual Meeting. GENERAL RECOMMENDATION OF THE BOARD The Board believes that the resolutions contained in the Notice of 2018 Annual General Meeting of Shareholders and described in this Information Statement to be proposed at the Annual Meeting are in the best interests of the Company and its stockholders and recommends that each stockholder vote in favor of them. Directors who hold shares in the Company intend to vote in favor of these resolutions in respect of their own beneficial holdings. NOTES AND INFORMATION 1) To be admitted to the Annual Meeting, stockholders are asked to bring identification and evidence of their stock ownership as of the Record Date. 3

4 2) Only holders of Common Stock on the register at and as of 6.00 p.m. on the Record Date shall be entitled to attend and/or vote at the Annual Meeting. Such stockholders can vote in respect of the number of shares registered in their names at that time, but any subsequent changes to the register shall be disregarded in determining rights to attend and vote. All votes will be tabulated by the inspector of elections appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions. A stockholder who is present in person or by proxy and who abstains from taking any of the stockholder action described in this proxy statement will be included in the number of stockholders present at the Annual Meeting for the purpose of determining the presence of a quorum. Abstentions will not be counted in any of the proposals because they are not considered votes cast. 3) The Bylaws provide that, unless otherwise required by law or the Certificate, at any meeting of the stockholders, one-third in interest of all the shares entitled to vote on a matter, represented by stockholders of record in person or by proxy, shall constitute a quorum for the transaction of business at such meeting. The following specific terms of the Bylaws and other terms not summarized here may be applicable in connection with the Annual Meeting and votes of the stockholders as the Annual Meeting: a. The election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. b. Any other matter brought before the meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. c. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. d. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Company a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. e. The Board may appoint one or more inspectors, who may be employees of the Company, to act at the meeting or any adjournment thereof and make a written report thereof. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. f. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. No ballot, proxies, votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. No person who is a candidate for office at an election may serve as an inspector at such election. g. A stockholder or stockholders intending to propose business to be properly brought before an annual meeting of stockholders (each, a Proposing Stockholder ) may do so pursuant to certain procedural requirements. 4

5 h. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a Proposing Stockholder, the Proposing Stockholder must have given timely notice thereof in writing to the secretary of the Company even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board. Public Disclosure means a disclosure made in a press release reported by a service approved by The London Stock Exchange plc for the distribution to the public of AIM announcements and included within the list maintained on the website of the London Stock Exchange plc. i. To be timely, a Proposing Stockholder s notice must be delivered to or mailed and received at the principal executive offices of the Company: i. not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day in advance of the anniversary of the previous year s annual meeting if such meeting is to be held on a day which is not more than 30 days in advance of the anniversary of the previous year s annual meeting or not later than 70 days after the anniversary of the previous year s annual meeting; and ii. with respect to any other annual meeting of stockholders, the close of business on the tenth day following the date of Public Disclosure of the date of such meeting. j. For the nomination of any person or persons for election to the Board, a Proposing Stockholder s notice to the secretary of the Company shall set forth: i. the name, age, business address and residence address of each nominee proposed in such notice, ii. the principal occupation or employment of each such nominee, iii. the number of shares of capital stock of the Company which are owned of record and beneficially by each such nominee (if any), iv. such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed under Section 14(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, v. the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected, and vi. as to the Proposing Stockholder: (A) the name and address of the Proposing Stockholder as they appear on the Company s books and of the beneficial owner, if any, on whose behalf the nomination is being made, (B) the class and number of shares of the Company which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder s notice, (C) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proposing 5

6 Stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder s notice by, or on behalf of, the Proposing Stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with respect to shares of stock of the Company, (E) a representation that the Proposing Stockholder is a holder of record of shares of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, and (F) a representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company s outstanding capital stock required to approve the nomination and/or otherwise to solicit proxies from stockholders in support of the nomination. k. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable stockholder s understanding of the independence, or lack thereof, of such nominee. 6

7 The 2017 Annual Report can be viewed at or downloaded from the Company s website, linked below, and its contents are specifically incorporated herein: As of the date of this 2018 AGM Proxy Information Statement, the Board knows of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the Annual Meeting, the Proxy holders will vote at the Annual Meeting the shares they represent in such manner as the Board may recommend. By order of the Board of Directors Eniko Fodor Chief Operating Officer and Chief Financial Officer October 23,