Invitation
Annual General Meeting of Shareholdersof LEM HOLDING SA
Thursday, 27 June 2019, at 15:30 (CEST)
University of Fribourg, Switzerland

2019

Invitation to the Annual
General Meeting ofShareholders 2019 ofLEM HOLDING SA

LifeEnergy
MotionLEM’s Board of Directors is pleased to invite you
to the Annual General Meeting of Shareholders.

Date and timeThursday, 27 June 2019at 15:30 (CEST)
doors open at 15:00

Place

University of Fribourg, Auditorium A 120
Boulevard de Pérolles 90
1700 Fribourg/Freiburg, Switzerland

Public transportation

Take the train to Fribourg/Freiburg SBB/CFF train station and changeto TPF bus no. 1 (direction Marly, Gérine) or no. 3 (direction Fribourg,Charmettes). Exit at the bus stop Fribourg, Charmettes.
The University is across the street.

Car parking

Car parking is available at the Ecole d’ingénieurs at
Boulevard de Pérolles 80, 1700 Fribourg/Freiburg

LEM Invitation to the Annual General Meeting of Shareholders 2019     3Agenda and proposals

1Explanation: The Board of Directors proposes the distribution of an
ordinary dividend of CHF 42 per share. Net of the Swiss withholding taxof 35 %, this is an ordinary net cash dividend of CHF 27.3 per share.
The shares will be traded ex-dividend as of 2 July 2019. The net dividend
will be paid on 4 July 2019.
Shares held by LEM HOLDING SA or any of its subsidiaries are notentitled to dividends.

Reporting for financial year 2018/19–– Management report–– Consolidated financial statements of the LEM Group–– Annual financial statements of LEM HOLDING SA–– Compensation report–– Auditors’ reports

3Discharge of the Board of Directors
and the 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 2018/19.

1.1 Approval of the management report, the consolidated financial
statements of the LEM Group, the annual financial statements ofLEM HOLDING SA as at 31 March 2019
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.

4

1.2 Consultative vote on the compensation report 2018/19
Proposal: The Board of Directors recommends that the compensation
report as per pages 52 to 57 of the Financial Report be accepted(non-binding consultative vote).

Explanation: The proposed maximum aggregate amount of CHF
1’100’000 is composed of the following (non-binding) components:–– Gross fixed compensation of CHF 910'000 based on the grossBoard of Directors membership fees (CHF 250'000 for theChairman and CHF 80'000 for each member) and the Committee
membership 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 6 below.
For further details on the compensation system of the Board ofDirectors, please refer to the compensation report 2018/19,
pages 52 to 57 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 in ad hoc committees, oran increase in mandatory social security contributions due to achange of applicable contribution rates.

Explanation: The compensation report contains the principles
governing the compensation paid to the Board of Directors and theExecutive Management and reports on the amounts paid to themembers of both bodies for the financial year 2018/19.

2

Appropriation of available earningsand distribution

Proposal: The Board of Directors proposes that the total available
earnings for the financial year 2018/19 of LEM HOLDING SA be
allocated as follows:in CHF thousands

Balance brought forward from previous financial year
Variation of treasury shares

7’480
109

Net profit of the financial year

75’346

Total available earnings

82’934

Proposal of the Board of Directors
Ordinary dividend
Balance to be carried forward
4    LEM Invitation to the Annual General Meeting of Shareholders 2019(47’834)

Approval of the compensationof the Board of Directors

Proposal: The Board of Directors proposes that the shareholders approvea maximum aggregate amount of compensation of the members of theBoard of Directors for the term of office from the Annual General Meeting2019 until the Annual General Meeting 2020 of CHF 1’100’000.

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 2019 until the AnnualGeneral Meeting 2020 will be disclosed in the compensation report
2019/20.

35’100LEM Invitation to the Annual General Meeting of Shareholders 2019     5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 financial
year 2018/19 (retrospective approval).
2. The second approval relates to the maximum gross long-term variablecompensation to be granted to the members of the Executive
Management under the Leadership for Results (L4R) plan – long-term
incentive for financial year 2019/20 (prospective approval) to be paidout in July 2022.
3. The third approval relates to the maximum fixed compensation of themembers of the Executive Management for the period from 1 October
2019 to 30 September 2020 (prospective approval).
5.1 Vote on the aggregate amount of short-term variable compensationof the Executive Management for financial year 2018/19
Proposal: The Board of Directors proposes that the shareholders approvean aggregate amount of short-term variable compensation of the membersof the Executive Management for the preceding completed financial year
2018/19 of CHF 562'623.
Explanation: The proposed amount of CHF 562'623 is composed of thefollowing components:–– Gross short-term variable compensation of the members ofthe Executive Management for the financial year 2018/19 ofCHF 520’947; plus–– Related employer contributions to social security of CHF 41’676.

5.2 Vote on the maximum aggregate amount of long-term variable
compensation of the Executive Management for financial year
2019/20Proposal: The Board of Directors proposes that the shareholders
approve a maximum aggregate amount of long-term variable compensation to be granted to the members of the Executive Management for
the financial year 2019/20 of up to CHF 1’200’000.
Explanation: The proposed maximum amount of CHF 1’200’000
is composed 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 all
performance targets will be reached at the maximum possiblelevel under the L4R LTI (Long-Term Incentive) plan rules of
CHF 1’000’000; plus–– Estimated related employer contributions to social security of
CHF 200’000.
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. The performance criterion is the cumulated economic value
added (EVA) over these three fiscal years. For further details, please referto the compensation report 2018/19 on pages 52 to 57 of the FinancialReport.
The actual payout to the members of the Executive Management for
grants awarded during financial year 2019/20 will be disclosed in thecompensation report 2021/22.

For further details, please refer to the compensation report 2018/19,
pages 52 to 57 of the Financial Report.

6    LEM Invitation to the Annual General Meeting of Shareholders 2019

LEM Invitation to the Annual General Meeting of Shareholders 2019     75.3 Vote on the maximum aggregate amount of fixed compensationof the Executive Management for the period from 1 October 2019
to 30 September 2020
Proposal: The Board of Directors proposes that the shareholders approvea maximum aggregate amount of fixed compensation for the membersof the Executive Management for the period from 1 October 2019 to 30
September 2020 of up to CHF 1’800’000.
Explanation: The proposed maximum amount of CHF 1’800’000 iscomposed of the following (non-binding) components:–– Gross base salaries of the members of the Executive Managementof CHF 1’470’000; plus–– Related employer contributions to social security and pension
fund of CHF 330’000.
The actual payout to the members of the Executive Management for theperiod from 1 October 2019 to 30 September 2020 will be disclosed inthe compensation reports 2019/20 and 2020/21, respectively.

6Re-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–– Ilan Cohen as member–– Ulrich Jakob Looser as member–– Ueli Wampfler as member–– Werner Carl Weber as member–– François Gabella as member–– Andreas Hürlimann as member and Chairman (one single vote)

7Re-elections to the Nomination & Compensation
Committee

Proposal: The Board of Directors proposes the re-election of–– Ulrich Jakob Looser–– Andreas Hürlimannto 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.
Re-elections of the proposed nominees will be held individually.

8Re-election of the Independent Representative

9

Re-election of the statutory auditors

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 AnnualGeneral Meeting.

Proposal: The Board of Directors proposes the re-election of Ernst &Young Ltd., Lancy, as statutory auditors for the financial year 2019/20.

to the Board of Directors for a term of office of one year extending until
completion of the next Annual General Meeting.
Re-elections of the proposed nominees will be held individually.
Explanation: The mandates of all members of the Board of Directors will
expire at the end of the Annual General Meeting of 27 June 2019.
For further details on the nominees as well as their qualifications, seebiographies in the corporate governance report 2018/19, pages 42 to 51of the Financial Report.

8    LEM Invitation to the Annual General Meeting of Shareholders 2019

LEM Invitation to the Annual General Meeting of Shareholders 2019     9Organizational information

Annual report

The annual report 2018/19 is published in two documents. The firstis 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, thecorporate governance report and the reports of the statutory auditors.
Both documents were published on 22 May 2019 and can be accessedon LEM’s website (https://www.lem.com/en/investors and select> Financial Reports). A hard copy of the full annual report will be sent toshareholders upon request to LEM HOLDING SA, c/o areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf, Switzerland. The full annual report is alsoavailable for inspection from 6 June 2019 at the registered officeof LEM HOLDING SA, which is located at avenue Beauregard 1, 1700
Fribourg/Freiburg, Switzerland. The annual report 2018/19 is only available in English.

Voting entitlement

Those shareholders entered in the share register on 14 June 2019,17:00 (CEST) are entitled to vote.
From 14 June 2019, 17:00 (CEST) up to and including 27 June 2019, noentries will be made in the share register which would create a right tovote at this year’s Annual General Meeting. Shareholders who sell partsor 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 736, 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 to be returned by enclosed envelope not later than 24 June2019 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
to vote 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 inthis invitation 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: www.netvote.ch/lem. Further, the admission
card may be requested online. Shareholders may provide or change any
voting instructions they have communicated electronically until but notlater than 24 June 2019 at 23:59 (CEST). The e-voting fact sheet andrequisite login data are part of the enclosed meeting materials supplied
to the shareholders. Please follow the instructions.

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.

10    LEM Invitation to the Annual General Meeting of Shareholders 2019

LEM Invitation to the Annual General Meeting of Shareholders 2019     11Correspondence

We kindly request that shareholders submit any correspondence inconnection with the Annual General Meeting by priority mail toLEM 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 simultaneous translation into other languages.

Invitation

This invitation will be published in the Swiss Commercial Gazette on
6 June 2019.
At the end of the Annual General Meeting, we are pleased to welcome all
shareholders to a cocktail buffet.
Fribourg/Freiburg, 6 June 2019
On behalf of the Board of Directors of LEM HOLDING SA

Andreas Hürlimann,
Chairman of the Board of Directors

12    LEM Invitation to the Annual General Meeting of Shareholders 2019

Site location

Site Location
Biel/BienneLife
EnergyMotion
Fribourg

Leading the world inelectrical measurement,
LEM engineers the bestsolutions for energy
and mobility, ensuring that
our customers’ systems
are optimized, reliable
and safe.

Fribourg Centre

1 3 Fribourg Gare CFF

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Fribourg Charmettes

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Montreux

Faculté des scienceséconomiques et sociales
Auditorium A 120

Ecole
P Parkingd'ìngénieurs

LEM HOLDING SA
Avenue Beauregard, 1
1700 Freiburg/Fribourg
Switzerland
Phone: +41 26 460 10 30
www.lem.com