NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held May 23, 2005 TO THE STOCKHOLDERS OF WAVE SYSTEMS CORP.: Notice is hereby give that the 2005 Annual Meeting of Stockholders of Wave Systems Corp. (the ‘‘Company’’) will be held at 4 p.m. on Monday, May 23, 2005 at The New York Helmsley Hotel, 212 East 42nd Street, New York, New York, for the following purposes: