Invitation
Annual General Meeting of Shareholdersof LEM HOLDING SA
Thursday, 30 June 2022, at 15:30 (CEST)
HP/Hive Innovation Lab, Meyrin,Switzerland

2022

Invitation to the Annual
General Meeting ofShareholders 2022 ofLEM HOLDING SA

LEM’s Board of Directors is pleased to invite you to
the Annual General Meeting of Shareholders 2022.
Date and timeThursday, 30 June 2022
at 15:30 (CEST)
doors open at 15:00 (CEST)

Place

HP/Hive Innovation Lab
Route du Nant-d’Avril 150, 1217 Meyrin, Switzerland

Public transportation

From Geneva, Cornavin:
Take the train #L5 (direction La Plaine) and stop at Zimeysa.
Then, take the bus #57 (direction Geneva-Airport) and exit at the bus
stop Satigny, Nant-d'Avril. Walk about 1 minute, the HP/Hive Innovation
Lab is across the street.
If taking a taxi from Geneva, Cornavin, please allow for about 20 minutes
journey time.
From Geneva Airport:
Take the bus #56 (direction Meyrin, Hôpital de La Tour) or bus #57(direction Zimeysa, gare) and exit at the bus stop Satigny, Nant-d'Avril.
Walk about 1 minute, the HP/Hive Innovation Lab is across the street.
If taking a taxi from Geneva Airport, please allow for about 10 minutes
journey time.

Car parking

Car parking is available at the HP/Hive Innovation Lab,
Route du Nant-d’Avril 150, 1217 Meyrin.

LEM Invitation to the Annual General Meeting of Shareholders 2022

3

life
energymotionFor the past year, LEM has proven to be
especially vital. The pandemic and disrupted
supply chains impacted us all, but our teams
adapted valiantly with creativity and new
digital forms of collaboration. The record
annual results reﬂect this exceptional
commitment from everybody, and we areproud to celebrate our 50th year as acompany. At special events throughout
2022, we will take time out to connect
across cultures, locations, and disciplines,
and to celebrate LEM moments together.
Using this opportunity to learn fromour history and go forward with renewed
conviction.
Energy abounds in a company that is
50 years young. This dynamism enables
LEM to continually recognize trends andopportunities and to design new and leading
products to meet market demands. Ouranniversary is the perfect occasion to celebrate LEM’s ingenuity – our particularly
clever way of thinking and engineering thebest solutions for our customers’ systems.
LEM sells literally millions of electricalsensors. What will the next half century
bring? Progress set into motion by mega
trends such as efﬁcient renewable energy,
mobility and automation. Success driven
by our mindset of continuous learningand improvement. A future inspired by acommon purpose of helping our customers
and society accelerate the transition
to a sustainable future.

Agenda and proposals
1Explanation: The Board of Directors proposes the distribution of an
ordinary dividend of CHF 50 per share. Net of the Swiss withholding taxof 35%, this is an ordinary net cash dividend of CHF 32.5 per share. Theshares will be traded ex-dividend as of 5 July 2022. The net dividend willbe paid on 7 July 2022.

Reporting for the financial year 2021/22– Management report– Consolidated financial statements of the LEM Group– Annual financial statements of LEM HOLDING SA– Compensation report– Auditors’ reports

3

1.1 Approval of the management report, the consolidated financial
statements of the LEM Group, and the annual financial statementsof LEM HOLDING SA as at 31 March 2022
Proposal: The Board of Directors proposes that the management report,
the consolidated financial statements of the LEM Group and the annual
financial statements of LEM HOLDING SA be approved.
1.2 Consultative vote on the compensation report 2021/22
Proposal: The Board of Directors recommends that the compensation report as per pages 54 to 59 of the Financial Report be accepted(non-binding consultative vote).
Explanation: The compensation report contains the principles governing the compensation paid to the Board of Directors and the Executive
Management and reports on the amounts paid to the members of bothcorporate bodies for the financial year 2021/22.

2

Appropriation of available earningsand distribution

Proposal: The Board of Directors proposes that the total available earnings for the financial year 2021/22 of LEM HOLDING SA be allocated asfollows:
in CHF thousands

Balance brought forward from the previous financial year
Variation of treasury shares

76’949179

Net profit of the financial year318’308

Total available earnings

395’436

Proposal of the Board of Directors
Ordinary dividend 1(57’000)

Balance to be carried forward

338’436

Discharge of the Board of Directors andthe Executive Management

Proposal: The Board of Directors proposes that the members of theBoard of Directors and the Executive Management be granted discharge
for the financial year 2021/22.

4Approval of the compensation ofthe Board of Directors

Proposal: The Board of Directors proposes that a maximum aggregate
amount of compensation of the members of the Board of Directors forthe term of office from the Annual General Meeting 2022 until the Annual
General Meeting 2023 of CHF 1’100’000 be approved.
Explanation: The proposed maximum aggregate amount of CHF
1’100’000 is composed of the following (non-binding) components:– Fixed compensation of CHF 910’000 based on the gross Boardof Directors membership fees (CHF 250’000 for the Chairman
and CHF 80’000 for each member) and the gross Committeemembership fees (CHF 40’000 for the Committee’s chairman andCHF 20’000 for each member) for the six members of the Boardof Directors proposed for re-election under agenda item 7 below.
For further details on the compensation system of the Board ofDirectors, please refer to the compensation report 2021/22, pages 54 to 59 of the Financial Report; plus
– Related employer contributions to social security; plus– Reserve amount, which allows for flexibility in the event of extraordinary events such as significant additional workload of all or
certain members of the Board of Directors that requires additional
compensation, including membership of ad hoc committees, oran increase in mandatory social security contributions due to achange of applicable contribution rates.
Members of the Board of Directors do not receive any variable compensation. The actual payout to the members of the Board of Directors forthe term of office from the Annual General Meeting 2022 until the AnnualGeneral Meeting 2023 will be disclosed in the compensation report
2022/23.

Dividend-bearing shares are all shares issued except for treasury shares held by LEM HOLDING SA andits subsidiaries as of the record date. The amount of CHF 57 million is calculated on the total number ofshares issued as of 31 March 2022. If the total amount of the ordinary dividend is higher or lower, thedifference will be balanced through the appropriation of the available earnings reserve.

16LEM Invitation to the Annual General Meeting of Shareholders 2022

LEM Invitation to the Annual General Meeting of Shareholders 2022

75Approval of the compensationof the Executive Management

The approval of the compensation of the members of the Executive
Management is divided into three separate votes:
1. The first approval relates to the gross short-term variable compensation
to be paid to the members of the Executive Management under theLeadership for Results (L4R) plan – short-term incentive for the financial year 2021/22 (retrospective approval).
2. The second approval relates to the maximum gross long-term variable
compensation to be granted to the members of the Executive Management under the Leadership for Results (L4R) plan – long-term incentivefor the financial year 2022/23 (prospective approval) to be paid out inJuly 2025.
3. The third approval relates to the maximum fixed compensation of themembers of the Executive Management for the period from 1 October
2022 to 30 September 2023 (prospective approval).
5.1 Vote on the aggregate amount of short-term variable compensationof the Executive Management for the financial year 2021/22
Proposal: The Board of Directors proposes that an aggregate amountof short-term variable compensation of the members of the Executive
Management for the preceding completed financial year 2021/22 of
CHF 1’007’774 be approved.
Explanation: The proposed amount of CHF 1’007’774 is composed of
the following components:– Gross short-term variable compensation of the membersof the Executive Management for the financial year 2021/22
of CHF 916’158; plus
– Related employer contributions to social security of CHF 91’616.
For further details, please refer to the compensation report 2021/22,
pages 54 to 59 of the Financial Report.
5.2 Vote on the maximum aggregate amount of long-term variable
compensation of the Executive Management for the financial year
2022/23
Proposal: The Board of Directors proposes that a maximum aggregate
amount of long-term variable compensation to be granted to themembers of the Executive Management for the financial year 2022/23
of up to CHF 2’860’000 be approved.

8LEM Invitation to the Annual General Meeting of Shareholders 2022

Explanation: The proposed maximum amount of CHF 2’860’000 iscomposed of the following (non-binding) components:– Maximum gross long-term variable compensation under theLeadership for Results (L4R) plan of the members of theExecutive Management. This maximum amount assumes that allperformance targets will be reached at the maximum possiblelevel under the L4R LTI (Long-Term Incentive) plan rules ofCHF 2’600’000; plus
– Estimated related employer contributions to social security of
CHF 260’000.
The L4R LTI plan is an annual long-term incentive plan, which is basedon the performance of LEM evaluated over a period of three consecutive
fiscal years.
As of the financial year 2022/23, the current cash-based L4R LTI plan will
be replaced by a share-based Performance Share Unit (PSU) plan. Goingforward, members of the Executive Management will receive an annual
PSU award, which vests in LEM shares upon completion of a three-yearplan cycle. The number of LEM shares obtained per PSU can thereby vary
between 0% and 200% of the award, subject to continuous employment
and depending on the achievement of pre-agreed performance conditions. Further, forfeiture rules in case of exit and the current claw-backregulations will continue to apply.
The performance criterions are the cumulated Economic Value Added(EVA), the absolute shareholder return, and the relative shareholderreturn over these three fiscal years.
The actual payout to the members of the Executive Management
for grants awarded during the financial year 2022/23 will be disclosed
in the compensation report 2024/25.
For further details, please refer to the compensation report 2021/22,
pages 54 to 59 of the Financial Report.
5.3 Vote on the maximum aggregate amount of fixed compensationof the Executive Management for the period from 1 October 2022
to 30 September 2023
Proposal: The Board of Directors proposes that a maximum aggregate
amount of fixed compensation for the members of the Executive
Management for the period from 1 October 2022 to 30 September 2023
of up to CHF 3’348’000 be approved.

LEM Invitation to the Annual General Meeting of Shareholders 2022

9Explanation: The proposed maximum amount of CHF 3’348’000 iscomposed of the following (non-binding) components:– Gross base salaries of the members of the Executive Managementof CHF 2’700’000; plus
– Related employer contributions to social security and pension
fund of CHF 648’000.
The actual payout to the members of the Executive Management for theperiod from 1 October 2022 to 30 September 2023 will be disclosed in
the compensation reports 2022/23 and 2023/24, respectively.

6Amendment to the Articles of Incorporation

Proposal: The Board of Directors proposes to move the registered officeof LEM HOLDING SA from Plan-les-Ouates to Meyrin and to amend theArticle 2 of the Articles of Incorporation as follows:
Old version
Original version in French: Le siège de la société est à Plan-les-Ouates.
Free translation in English: The registered office of the company is inPlan-les-Ouates.
New version
Original version in French: Le siège de la société est à Meyrin.
Free translation in English: The registered office of the company is inMeyrin.
Explanation: LEM HOLDING SA has moved to a new headquarters
in Meyrin and wishes to change its registered office accordingly.
This requires an amendment to the Articles of Incorporation.

7Re-elections of members of the Board ofDirectors, re-election of the Chairman of theBoard of Directors

Proposal: The Board of Directors proposes the re-election of– Cohen Ilan as member– Gabella François as member– Hürlimann Andreas as member and Chairman (one single vote)– Looser Ulrich Jakob as member– Wampfler Ueli as member– Weber Werner Carl as member

Explanation: The mandates of all members of the Board of Directors will
expire at the end of the Annual General Meeting of 30 June 2022.
Ueli Wampfler will be 72 years old at the time of the Annual General Meeting of 30 June 2022. Considering the most valuable services provided
by Ueli Wampfler to LEM as a member of the Board of Directors and his
wide knowledge of LEM’s business and culture, the Board of Directors
proposes Ueli Wampfler’s re-election based on the Article 17, last paragraph, of the Articles of Incorporation.
For further details on the nominees as well as their qualifications, see
the biographies in the corporate governance report 2021/22, pages 44
to 53 of the Financial Report.

8Re-elections to the Nomination & CompensationCommittee

Proposal: The Board of Directors proposes the re-election of– Hürlimann Andreas– Looser Ulrich Jakob

to the Nomination & Compensation Committee for a term of office of one
year extending until completion of the next Annual General Meeting.
In case of re-election, Ulrich Jakob Looser will be appointed as chairmanof the Nomination & Compensation Committee.

9Re-election of the Independent Representative

Proposal: The Board of Directors proposes the re-election of the law
firm Hartmann Dreyer, Attorneys-at-law, Boulevard de Pérolles 7, 1701
Fribourg/Freiburg, Switzerland, as Independent Representative for aterm of office of one year extending until completion of the next Annual
General Meeting.

10 Re-election of the statutory auditors

Proposal: The Board of Directors proposes the re-election of Ernst &Young Ltd., Lancy, Switzerland, as statutory auditors for the financial year
2022/23.

to the Board of Directors for a term of office of one year extending until
completion of the next Annual General Meeting.

10LEM Invitation to the Annual General Meeting of Shareholders 2022

LEM Invitation to the Annual General Meeting of Shareholders 2022

11Organizational information

Annual report

The annual report 2021/22 is available in two documents. The first is
the Annual Review, which is effectively the management report on
the year’s performance. The second is the Financial Report, consistingof the consolidated financial statements of the LEM Group, the annual
financial statements of LEM HOLDING SA, the compensation report,
the corporate governance report and the reports of the statutoryauditors. Both documents can be accessed on LEM’s website
https://www.lem.com/en/investors and select > Financial Reports).
A hard copy of the Annual Review is sent to shareholders. The full annual
report is available for inspection from 9 June 2022 at the registeredoffice of LEM HOLDING SA, which is located at chemin des Aulx 8,1228 Plan-les-Ouates, Switzerland. The annual report 2021/22 is only
available in English.

Voting entitlement

Those shareholders entered in the share register on 21 June 2022,
17:00 (CEST), are entitled to vote.
From 21 June 2022, 17:00 (CEST), up to and including 30 June 2022,
no entries will be made in the share register which would create a rightto vote at this year’s Annual General Meeting. Shareholders who sell partor all of their shares before the Annual General Meeting are no longer
entitled to vote to that extent.

Proxies to the Independent Representative

If you cannot attend the Annual General Meeting in person, according
to Article 14 of the Articles of Association of LEM HOLDING SA, you may
arrange to be represented by:– another person, who does not need to be a shareholder, or– the Independent Representative, Hartmann Dreyer,Attorneys-at-law, Boulevard de Pérolles 7, P.O. Box 343,
CH-1701 Fribourg/Freiburg, Switzerland.
The enclosed registration form may be used as power of attorney to theIndependent Representative and for voting instructions. Both have tobe returned by enclosed envelope not later than 27 June 2022 to LEM
HOLDING SA, c/o areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf, Switzerland.
To the extent you do not provide specific instructions to the Independent Representative, you instruct the Independent Representative tovote your shares in favor of the proposals of the Board of Directors
with respect to the items listed on the agenda. The same shall apply for
additional or alternative proposals to the agenda items included in thisinvitation and for new agenda items.

Electronic proxies and voting instructions

Alternatively, shareholders have the possibility to cast their votes by
issuing electronic proxies and voting instructions to the Independent
Representative via Netvote: https://lem.netvote.ch. Shareholders
may provide or change any voting instructions they have communicatedelectronically until but not later than 27 June 2022, 23:59 (CEST).
The e-voting fact sheet and requisite login data are part of theenclosed meeting materials supplied to the shareholders.

Personal attendance at the Annual General Meeting

If you wish to attend the Annual General Meeting in person, please use
the enclosed registration form to order your admission card.

12LEM Invitation to the Annual General Meeting of Shareholders 2022

LEM Invitation to the Annual General Meeting of Shareholders 2022

13

Correspondence

We kindly request that shareholders submit any correspondence inconnection with the Annual General Meeting by priority mail to
LEM HOLDING SA, c/o areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf,Switzerland.

Language

The Annual General Meeting will be held in French. Presentations will
be projected in French and English. There will be no simultaneoustranslation into other languages.

Invitation

This invitation will be published in the Swiss Commercial Gazetteon 9 June 2022.
At the end of the Annual General Meeting, we are pleased to welcome
all shareholders to a cocktail buffet.

Meyrin, 24 May 2022
On behalf of the Board of Directors of LEM HOLDING SA

Andreas Hürlimann,Chairman of the Board of Directors
LEM HOLDING SA
Chemin des Aulx 81228 Plan-les-Ouates
Switzerland
Phone: +41 22 706 11 11
www.lem.com

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LEM Invitation to the Annual General Meeting of Shareholders 2022

LEM HOLDING SA
Chemin des Aulx 81228 Plan-les-Ouates
Geneva, Switzerland
www.lem.com