[Translation of the German/French version of the statement of the Board of Directors]
Statement of the Board of Directors of LEM HOLDING SA on the declaration of the validity ofthe general opting out clause for all current and future shareholders of LEM HOLDING SA
1.

Introduction and background
The Board of Directors of LEM HOLDING SA («LEM») has been invited by the Takeover Board
to issue a statement according to Article 61 para. 3 let. a of the Ordinance of the Takeover Board
on Public Takeover Offers (Takeover Ordinance, «TOO») on the declaration of the validity ofthe general opting out clause for all current and future shareholders of LEM.
This statement is part of a request submitted to the Takeover Board on behalf of a group ofshareholders comprised of Werner O. Weber and Ueli Wampfler (the «Group of Shareholders»)
to have the general opting out clause declared valid for all current and future shareholders ofLEM (the «Request»).
To the knowledge of the Board of Directors, the main facts relating to the Request can besummarized as follows:
On June 25, 2010, the general meeting of LEM adopted, following a motion byshareholder Werner O. Weber, an opting out clause in the form of a new Article 6ter
(currently Article 8) of the company's articles of association. Despite therecommendation of the Board of Directors to reject the adoption of such an opting out
clause, the shareholders approved this motion with a majority of 71% of the voting rights
represented (including the votes of the applicants) and 52% of the voting rights
represented (excluding the votes of Mr Werner O. Weber).
At the ordinary general meeting of June 25, 2010, the circumstances and consequencesof the motion to introduce the opting out clause were communicated in a clear andtransparent manner, the potential effects of such a clause on LEM and its shareholders
were clarified and the shareholders had the opportunity to discuss these issues in depth.
On June 7, 2011 (date of publication), Messrs Werner O. Weber and Ueli Wampfler
announced the formation of a group of shareholders, representing 32.3% of the voting
rights (31.65% in shares and 0.65% in call options, i.e. 364,000 shares and 7,500 calloptions).
On August 31, 2011, the Group of Shareholders requested from the Takeover Board todeclare that the obligation to make a public takeover offer does not apply due to theopting out clause approved by the general meeting of LEM on June 25, 2010. The
Takeover Board approved this request by decision of September 22, 2011.

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LEM Holding SA

On December 6, 2011, the Group of Shareholders acquired additional LEM equity
securities, increasing its voting rights to 33.34%. Subsequently, the Group ofShareholders further increased its participation. According to the disclosure notice, theGroup of Shareholders held 50.013% of the voting rights on March 21, 2018.
The shareholder structure of LEM in recent years has been characterized by a highdegree of stability, in particular thanks to the loyal presence for many years of certain
major shareholders, which has been an essential factor for the continued, successful
and independent development of LEM, in the best interest of the company and its
shareholders.
The Board of Directors wishes to ensure that the acquisition of shares of the company
remains attractive to both institutional and private investors. For this reason, it has
attached great importance to equal treatment of LEM shareholders and shareholder
democracy in the past and intends to continue to do so in the future.
2.

Position of the Board of Directors
The shareholders of LEM, informed of the consequences of the opting out clause and despite
the negative recommendation of the Board of Directors, adopted the opting out clause inArticle 6ter (currently Article 8) of the articles of association of LEM by a majority of the voting
rights represented (both with and without the votes of Mr Werner O. Weber). In view of theabove, as well as the benefits for LEM from a stable shareholder structure, the Board ofDirectors is of the opinion – as it has already indicated in its statement of October 6, 2011 –that the opting out clause of Article 6ter (currently Article 8) of the articles of association of LEM
has been validly adopted by the general meeting. Consequently, all of the shareholders of LEM
are to be exempt from the obligation to make a public takeover offer if the threshold of 33 ⅓%of voting rights in LEM is exceeded.

3.

Conflicts of interest
The Board of Directors of LEM comprises of Andreas Hürlimann, Chairman, Ilan Cohen,
François Gabella, Ulrich C. Looser, Ueli Wampfler and Werner C. Weber, all non-executive
members of the Board of Directors. François Gabella was the CEO of the LEM group until 2018.
As Messrs Ueli Wampfler and Werner C. Weber are concerned by the procedure, they recused
themselves and abstained from participating in the discussions and voting in connection with
the Board of Directors' statement, as expressed here.
No other member of the Board of Directors is affected by a conflict of interest in connection withthis matter.
Therefore, the Board of Directors issues this statement as an expression of the opinion of all
voting members of the Board of Directors.

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LEM Holding SA4.

Decision of the Takeover Board
On October 25, 2019, the Takeover Board made the following decision in relation to the facts
summarized in section 1 above:«The Takeover Board decides:

5.

1.

It is declared that the opting out clause contained in Article 8 of the articles of associationof LEM Holding SA applies to any shareholder or group of shareholders who exceeds
the threshold of 33 ⅓% of the voting rights of LEM Holding SA.

2.

The Board of Directors of LEM Holding SA shall publish the dispositive part of thisdecision, its statement and notice of the time limit and conditions by which a qualified
shareholder may file an objection against the decision of the Takeover Board no later
than 3 trading days following notification of this decision.

3.

This decision will be published on the website of the Takeover Board on the day of
publication of the statement of the Board of Directors of LEM Holding SA referred to in
section 2 of the dispositive part of this decision.

4.

The fee payable by Werner O. Weber and Ulrich (Ueli) Wampfler, jointly and severally,amounts to CHF 30,000.»

Shareholders' right of objection
A shareholder providing evidence of holding at least 3% of the voting rights in LEM,
irrespective of whether they are exercisable or not (a qualified shareholder, Art. 56 TOO) who
has not yet participated in the proceedings may, in accordance with Art. 58 TOO, file an
objection with the Takeover Board against the decision of the Takeover Board mentioned insection 4 above.
The objection must be filed with the Takeover Board in writing (Stockerstrasse 54, 8002
Zurich), e-mail (counsel@takeover.ch) or fax (+41 (0)44 283 17 40) within five trading days
after the publication of this Board of Directors' statement. The time limit starts on the first
trading day after the publication of this statement. The objection must contain a formal
request and a summary of the legal grounds, as well as proof of the holding in accordancewith Art. 56 TOO.

Fribourg, October 30, 2019
On behalf of the Board of Directors: Andreas Hürlimann, Chairman

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LEM Holding SA