OneSpan’s Board urges stockholders to vote “FOR” ALL of its nine highly qualified nominees using the BLUE proxy card.

Our highly qualified Board members have expertise in critical areas of our business and have been engaged and active in helping to guide OneSpan’s continued transformation and progress.

Over the past three years, our Board has overseen the Company’s transformation from a hardware-based identity authentication company to an increasingly software-based trusted identity platform and security solutions company that sells both hardware and a range of software offerings.

Under the guidance and direction of our Board, OneSpan has been on a transformative path to a higher-margin, recurring revenue, software-based solutions provider that is a valued partner to more than half of the top 100 global banks and thousands of financial institutions around the world. Our recent financial results and favorable stockholder returns are proof of the significant progress we have made. Our full-year 2020 annual recurring revenue grew 29%, and over the last three years, our stock price has more than doubled, exceeding broad market indexes and the Nasdaq Composite Index1.

Despite our progress, Legion Partners Holdings, LLC (together with its affiliates, “Legion”) is seeking to replace half of our independent directors at OneSpan’s 2021 annual meeting of stockholders on the ill-conceived theory that we should divest our hardware product line so the capital markets will value us in line with software companies. If Legion is successful, the longest serving independent director will have a tenure of just two years, wiping away much of our Board’s important institutional knowledge, and replacing four important contributors to the continued execution of OneSpan’s transformation.

We do not believe Legion’s candidates are good substitutes for the highly qualified and experienced directors we have nominated.

At OneSpan’s 2021 annual meeting of stockholders, which is scheduled to be held on June 9, 2021, we urge stockholders to vote “FOR” ALL of our nine highly qualified nominees on the BLUE proxy card to vote by internet, by telephone or by signing, dating and returning the BLUE proxy card in the postage-paid envelope provided.


1Source: FactSet as of April 16, 2021

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