Invitation to the Ordinary General Meeting of Shareholdersof LifeWatch Ltd., Neuhausen am Rheinfallon January 30, 2014 at 10:00 a.m. (doors open at 09:30 a.m.)at TECHNOPARK Zurich, Technoparkstrasse 1, CH-8005 Zurich

Agenda and Motions of the Board of Directors:

1. Approval of the Annual Report, Statutory Annual Financial Statements andConsolidated Financial Statements 2012

The Board of Directors proposes to approve the Annual Report, the StatutoryAnnual Financial Statements and the Consolidated Financial Statements as ofDecember 31, 2012.

Pursuant to the corporate tax reform II (capital contribution principle Article 5(1bis) of the Withholding Tax Act) which took effect on January 1, 2011, distri-butions out of capital contribution reserves can be paid out to shareholders exempt from taxation in future business years.

The Swiss federal tax administration generally requires such amounts to be listed as separate balance sheet items in the annual financial statements of the year 2011 at the latest (Circular no. 29 of the Federal tax administration onthe capital contribution principle). The annual report 2012 meets these require-ments. The corresponding amount was transferred from the balance sheet item“general legal reserves” to the position “reserves from capital contributions”and is listed separately in the Statutory Annual Financial Statements per December 31, 2012.

The decision by the Swiss federal tax administration as to the amount of capitalcontributions is not yet available.

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2. Allocation of Balance Sheet Result

The Board of Directors proposes to carry forward the profit as follows:

Balance 2011 carried forward CHF 15,868,813.00

Loss for the year 2012 CHF –3,488,396.00

Transfer from reserve for treasury stock CHF 2,824,945.00

Balance available for the

General Meeting of Shareholders CHF 15,205,362.00

Balance to be carried forward CHF 15,205,362.00

3. Grant Discharge to the members of the Board of Directors and members of the Executive Board

The Board of Directors proposes to grant discharge to the members of theBoard of Directors and to the members of the Executive Board for the FinancialYear 2012.

4. Amendments of the Articles of Incorporation

Patrik Ringler requested on behalf of the group of shareholders holding 27.9%of the Company’s shares (“Shareholders’ Group”, for more detail see the lastdisclosure statement of November 22, 2013 as published on the website of SIX Exchange Regulation) that certain items and motions regarding a partialamendment of the Articles of Incorporation (“Articles”) shall be included in the agenda of the Ordinary General Meeting for the business year 2012. TheShareholders’ Group has not provided a particular reasoning for this requestand the related proposals.

The Board puts this item and the respective motions on the agenda of this General Meeting of Shareholders. However, the Board of Directors does notsupport the proposal (reasoning see below).

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The Shareholders’ Group proposes that the Articles of Incorporation shall beamended as follows (the proposed amendments are highlighted in italic letters):

a. New art. 13 para 1 subpara 7 regarding approval of the aggregate value ofall compensations

1. The Shareholders Meeting is the highest corporate body of the Companyand has the following non-transferable powers:

[…]

7. Approval of the aggregate value of all compensations (cash andvalue of shares or options and benefits in kind) of the Board of Directors and its Committees, the Management and the Board ofAdvisors for the current business year.

b. Amendment of art.19 para. 2 regarding the remuneration of the Board ofDirectors

The members of the Board of Directors shall be entitled to the reimburse-ment of all expenses incurred in the interest of the Company as well as toa compensation for their services that is appropriate in view of their func -t ions and responsibilities and which shall be determined by the Board of Directors or a committee of the Board of Directors subject to approval bythe Shareholders’ Meeting.

c. New art. 28bis regarding prohibition of certain forms of compensations

The members of the governing bodies are not entitled to receive any termina-tion payment or other compensation in connection with the termination oftheir office or activities, any hire-on remuneration, any premiums for corpor -ate sale or acquisition of entities or subsidiaries or any additional advisoryor employment contract with or for any other group company.

d. Amendment of art. 17 regarding number of directors

The Board of Directors shall consist of at least three members who do notneed to be shareholders.

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The Board of Directors rejects the motion of the Shareholders’ Group andrecommends to the shareholders of the Company to not support the pro-posed amendment of the Articles for the following reasons:

– The request of the Shareholders’ Group refers to the so-called Minder Initiative which has been approved by the Swiss people and cantons onMarch 3, 2013. Although the Minder Initiative has been approved in the referendum, the new provisions in Art. 95 para. 3 of the Federal Constitutionwill not be directly applicable and require an implementation into bindinglaw.

– On November 20, 2013 the Federal Council has enacted an Ordinanceagainst Excessive Compensations in listed Stock Corporations which implements the Minder Initiative into valid and directly applicable law. Thenew provisions will become effective as of January 1, 2014.

– The amendments which have been proposed by the Shareholders’ Groupare solely based on the new Art. 95 para. 3 of the Federal Constitution. However, they do not consider the implementary regulations which havebeen enacted in the meantime by the Federal Council and the explanatorynotes which have been published thereto. Hence, the amendments do notreflect the prevailing legal situation for the Company.

– Given the fact that in the meantime all details of the implementary provisionsare known and that the shareholders are interested in a timely adaptationof the Company’s governance structures in accordance with the Minder Initiative, the Board prefers a comprehensive adaptation of the Articles in order to implement all provisions of the ordinance of the Federal Councilat once. Therefore, the Board of Directors rejects the motion of the Share-holders’ Group and proposes in return a comprehensive revision of the Articles according to its proposal in agenda item no. 5.

5. Revision of the Articles in order to implement the Ordinance against Excessive Compensations in listed Stock Corporations

The Board of Directors proposes to the General Meeting of shareholders thefollowing amendments of the Articles of the Company in order to adjust the Articles to the provisions of the mentioned ordinance (the requested amendmentsand deletions are marked accordingly):

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a) Amendment of Article 1 (Name, Registered Office, Duration) (only in the German version):

Under the name

LifeWatch AG(LifeWatch SA)(LifeWatch Ltd.)

there exists a company (hereinafter “Company”) pursuant to art. 620 et seq.of the Swiss Code of Obligations (hereinafter “CO”) with its registered officein Neuhausen am Rheinfall. The duration of the Company shall be unlimited.

b) Amendment of Article 3bis para 1 (Conditional Share Capital):

The share capital of the Company may be increased through the issue ofno more than 385’769 registered shares of a par value of CHF 1.30 each,to be fully paid up, by an amount of no more than CHF 501’499.70 by virtueof the exercise of option rights granted to employees, directors, officers,consultants and members of the advisory board of the Company or its affiliates, subject to art. 26b of the Articles of Incorporation.

c) Amendment of Article 11 para.3 (Form of Notice, Agenda):

The annual business report and the auditors’ report and, if required, thecompensation report including the examination report by the Auditors mustbe put on display at the registered office of the Company at least twentydays prior to the date of the ordinary Shareholders Meeting for inspectionby the shareholders.

d) Amendment of Article 13 (Authority):

The Shareholders Meeting is the highest corporate body of the Companyand has the following non-transferable powers:

1. to adopt and amend the Articles of Incorporation;2. to elect and remove the members of the Board of Directors and the Auditors;

– the members of the Board of Directors, – the chairman of the Board of Directors,

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– the members of the Compensation Committee,– an independent shareholder representative, and – the Auditors;

3. to approve the annual respectively business report, the annual accountsand the consolidated financial statements;

4. to approve the annual accounts and to pass resolutions regarding the allocation of profits, in particular to determine the dividends;

5. to discharge the members of the Board of Directors;6. to adopt resolutions on all matters reserved to the Shareholders Meeting

by law or the Articles of Incorporation;7. The approval of the compensations of the Board of Directors and the

persons entrusted by the Board of Directors, in whole or in part, with themanagement of the Company (“Executive Management”).

e) Amendment of Article 16 para. 2 (Right to Participate, Proxies):

A shareholder with the registered right to vote who does not personally participate in the Shareholders Meeting may be represented by a legal representative, a duly authorized third party proxy. The holder of or theproxy need not be independent shareholder representative.

f) New Article 16a (Independent shareholders representative):

Article 16aThe Shareholders Meeting elects an independent shareholder representat -ive. Private individuals, legal entities and partnerships are eligible for elec-tion. The independent shareholder representative must be independent infact and in appearance; art. 728 para. 2–6 CO is applicable.

The term of the independent shareholder representative ends with the closing of the ordinary Shareholders Meeting following the election of theindependent shareholder representative. Reelection is admissible.

If the Company has no independent shareholder representative, the Boardof Directors designates an independent shareholder representative for thenext Shareholders Meeting.

The Shareholders Meeting may dismiss the independent shareholder rep-resentative with effect as from the end of the Shareholders Meeting.

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The independent shareholder representative exercises his or her duties inaccordance with the applicable legal provisions.

The Board of Directors makes sure that the shareholders may give1. Instructions to the independent shareholder representative with respect

to each motion contained in the invitation concerning agenda items;and

2. general instructions to the independent shareholder representative withrespect to unannounced motions to agenda items, to new motions pursuant to art. 26d para. 3 of the Articles of Incorporation (dismissedcompensation) as well as to new agenda items pursuant to art. 700para. 3 CO.

The Board of Directors further makes sure that the shareholder may submittheir proxies and their instructions, also by electronic means, to the inde-pendent shareholder representative at the latest until 48 hours prior to thestart of the Shareholders Meeting as mentioned in the invitation. Compli-ance with this term is determined based on the receipt of the proxy and theinstructions by the independent shareholder representative. The Board ofDirectors determines the procedures for giving proxies and instructions byelectronic means.

The independent shareholder representative is obligated to vote the sharesfor which it received proxies in accordance with the instructions given. If heor she has received no instructions with respect to votes, he or she abstainsfrom voting the respective shares.

If the independent shareholder representative is not in a position to act orif the Company has no independent shareholder representative, the proxiesand instructions given are regarded as given to the independent shareholderrepresentative determined by the Board of Directors pursuant to para. 3.

g) Amendment of Article 17 (Number of Directors):

The Board of Directors shall consist of at least three members,all of whomshall be shareholders.

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h) Amendment of Article 18 para. 1 and 2 (Term of Office):

The Shareholders Meeting shall appoint the members of the Board of Directors for a term of no more than one year. For the purpose of this provision, a year shall mean the period of time between a given and thesubsequent ordinary. The Shareholders Meeting. If a member leaves officeduring his term, his successor shall finish his unfinished term shall furtherelect the chairman of the Board of Directors out of the members of theBoard of Directors.

Members The term of office of the members of the Board of Directorswhose terms of office have expired shall be immediately eligible for re-andthe chairman expires not later than together with the closure of the ordinaryShareholders Meeting following their election. Re-election is permitted.

i) New Article 18 para. 3:

In the event that the position of the chairman is vacant, the Board of Dir ectors appoints a new chairman for the remaining term of office.

j) Amendment of Article 19 para. 1 (Organization):

The Board of Directors constitutes itself, subject to art. 13 para. 2 of the Articles of Incorporation. The Board of Directors shall elect from among itsmembers one chairman and one or morea vice-chairman. It and shall appoint a secretary who needs not be a member of the Board.

k) Amendment of the margin title to Article 19:

Organization, Remuneration

l) Deletion of Article 19 para. 2 (Remuneration):

The members of the Board of Directors shall be entitled to the reimburse-ment of all expenses incurred in the interests of the Company as well as toa remuneration for their services that is appropriate in view of their functionsand responsibilities and which shall be determined by the Board of Directorsor a committee of the Board of Directors.

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m) Amendment of Article 22 para. 1 no. 6 (Specific Powers of the Board):

The Board of Directors has, in particular, the following non-delegable andinalienable duties:[…]6. the preparation of the business report, and the compensation report as

well as the preparation of the Shareholders Meeting and the implemen-tation of the resolutions adopted by the Shareholders Meeting;

n) Amendment of Article 23 para. 2 (Delegation of Powers):

Subject to art. 22 of these Articles of Incorporation, the Board of Directorsmay, pursuant to organizational by-laws, delegate the management in wholeor in part to individual members or to thirdother individual persons whoneed not be shareholders. Under the mentioned requirements, the assetmanagement may also be delegated to legal entities.

o) Section 3bis (Compensations of the Board of Directors and the ExecutiveManagement)

p) New Article 26a (Compensation Committee):

Article 26aThe Shareholders Meeting elects a Compensation Committee consisting oftwo or more members. The members of the Compensation Committee areelected individually. Only members of the Board of Directors are eligible forelection. The term of the members of the Compensation Committee endsat the latest with the closing of the ordinary Shareholders Meeting followingtheir election. Reelection is admissible.

The Compensation Committee constitutes itself.

If the Compensation Committee is not fully staffed, the Board of Directorselects the missing members for the rest of the term.

The task of the Compensation Committee is to prepare the resolution of theBoard of Directors concerning compensations of members of the Board of Directors and members of Executive Management and to submit a corresponding proposal to the Board of Directors. The Board of Directors

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resolves based on the proposal of the Compensation Committee on thecompensation of the members of the Board of Directors and the membersof Executive Management and submits these resolution to the ShareholdersMeeting to be voted on in accordance with art. 26d of the Articles of Incorp -oration.

To fulfill its duties, the Compensation Committee may consult other personsand external consultants and have them participate in its meetings.

The Board of Directors may assign further tasks to the Compensation Committee.

q) New Article 26b (Principles for compensations, performance-related compensations, stock and stock option plans)):

Article 26bThe compensations of the members of the Board of Directors and the members of Executive Management shall be adequate, competitive andperformance-oriented and shall be set in line with the strategic goals aswell as the success of the Company.

The Company may pay to the members of the Board of Directors and themembers of Executive Management a performance-related compensation.Such compensation is dependent on the qualitative and quantitative goalsand parameters determined by the Board of Directors. The performance-related compensation may be paid in cash or by allocating equity securities,conversion rights, option rights or other rights with equity securities as underlying. The performance-related compensation of a member of theBoard of Directors or a member of Executive Management shall, as a rule,not exceed 200% of the fixed compensation of such member. The detailsof the performance-related compensation of the members of the Board ofDirectors and the members of Executive Management shall be set forth inregulations issued by the Board of Directors.

As part of the compensation of a member of the Board of Directors or amember of Executive Management, the Company may allocate equity securities, conversion rights, option rights or other rights with equity securitiesas underlying. In case of allocation of equity securities, conversion rights,

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option rights or other rights with equity securities as underlying, the amountof the compensation is equal to the value of the securities or, respectively,the rights allocated determined as at the time of the allocation, wherebyconditions precedent and subsequent are not taken into account to determinethe time of allocation. The Board of Directors may determine blocking periodsfor holding the securities or, respectively, the rights and may determinewhen and to what extent entitled persons acquire an entitlement that is neither subject to conditions nor requirements and under what terms andconditions blocking periods laps and entitled persons acquire promptly an entitlement that is neither subject to conditions nor requirements (e.g. incase of a change of control, a material restructuring, or the termination ofan employment agreement): Details are to be determined by the Board ofDirectors in regulations.

The allocation of equity securities, conversion rights, option rights or otherrights with equity securities as underlying that members of the Board of Directors or members of Executive Management receive in their functionas shareholders of the Company (e.g. subscription right within a capital increase or option rights within a capital reduction) shall not be regardedcompensations and are not subject to this provision.

r) New Article 26c (Employment agreements, loans, credits and pension payments outside the occupational pension, further assignments):

Article 26cEmployment agreements with members of Executive Management andagreements with members of the Board of Directors that form the basis ofthe compensations for the respective members are entered into for a fixedterm of not more than one year or for an indefinite term with a terminationperiod of not more than twelve months as per the end of each calendarmonth.

Loans and credits may only be granted to the members of the Board of Directors or the members of Executive Management at market terms. Outstanding loans and credits to each such member shall not exceed 100%of the yearly compensation of the member concerned.

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If they are subject to mandatory occupational pension or if they join thepension fund, members of Executive Management shall be subject to thepension fund and shall receive pension payments in accordance with thepension regulations, including any supplementary pension payments. Themembers of the Board of Directors may join the pension fund if this is possible based on the pension regulations. The Company shall make thepension contributions in accordance with the pension regulations. In caseof sickness or accident of a member of the Board of Directors or a memberof Executive Management, the Company may continue to pay the salary of such member in accordance with regulations issued by the Board of Directors or, respectively, in accordance with insurance payments. In con-nection with early retirements the Company may make bridging paymentsto the insured person of additional contributions to the pension fund in accordance with early retirement regulations to be issued by the Board ofDirectors.

Pension payments by the Company or an affiliate of the Company, be it directly or by third parties, to the members of the Board of Directors or themembers of Executive Management that, according to the law or regulations,may not or do not have to join the pension fund and in fact do not join thepension fund, shall in each year, as a rule, not exceed 40% of the yearlycompensation of the person concerned. Pension payments by the Com-pany, an affiliate of the Company or a third party to the persons mentionedfor which the Company or an affiliate of the Company made contributionsor set up accruals, in each case approved by the Shareholders Meeting,are at the time of the payment no compensation subject to approval.

The members of the Board of Directors and the members of Executive Management shall not occupy or exercise more positions in the highestmanaging or supervising body of other entities that are obliged to be entered into the commercial register or a comparable foreign register andthat are neither controlled by nor that control the Company:– 4 positions in publicly listed companies whereby positions in several

different companies that form part of the same group of companies areregarded as one position; and

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– 8 paid positions with other entities, whereby positions in several differentcompanies that form part of the same group of companies are regardedas one position; and

– 8 unpaid positions, whereby mere expense recovery is not deemed tobe compensation and positions in several different companies that formpart of the same group of companies are regarded as one position.

Positions that are held by a member of the Board of Directors or a memberof Executive Management based on the instructions of the Company arenot subject to these limitations.

s) New Article 26d (Voting on compensations by the Shareholders Meeting):

Article 26dOnce a year, the Shareholders Meeting votes separately and in a bindingmanner on the approval of the total compensation the Board of Directorshas resolved for:1. the compensation of the Board of Directors (including a possible

additional compensation for work in committees) for the financial yearfollowing the ordinary Shareholders Meeting;

2. the fixed compensation of the Executive Management for the financialyear following the Shareholders Meeting;

3. the variable compensation of the Executive Management for the financialyear that ended prior to the ordinary Shareholders Meeting;

4. the discretionary compensation (gratification) for the Executive Management for the financial year that ended prior to the ordinaryShareholders Meeting.

If the total amount approved for the compensation of the Executive Man-agement is insufficient to compensate members of Executive Managementnominated after the resolution of the Shareholders Meeting until the begin-ning of the following approval period, the Company may use per person anadditional amount of not more than 40% of the previously approved totalcompensation of the Executive Management during the respective approvalperiod. The Shareholders Meeting does not vote on the used additionalamount.

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If, within the binding vote in accordance with para. 1, the ShareholdersMeeting refuses the approval of a total amount for the members of theBoard of Directors or the members of Executive Management, the Boardof Directors may, at the same Shareholders Meeting submit new motions(even several times). If no new motions are submitted or if all motions aredismissed, the Board of Directors may at any time, observing the legal andstatutory requirements, call a new Shareholders Meeting.

Expense recovery is no compensation. The Company may grant the membersof the Board of Directors and the members of Executive Management lumpsum expense recovery.

Members of the Board of Directors and members of Executive Managementmay receive compensations for services rendered or work performed forcompanies that are directly or indirectly controlled by the Company, insofarsuch compensations would be admissible if they were paid directly by theCompany and insofar they were approved by the Shareholders Meeting ofthe Company. The compensations approved by the Shareholders Meetingin accordance with this provision of the Articles of Incorporation may bepaid by the Company and/or one or several affiliates of the Company.

A compensation for a particular period that is covered by an approval bythe Shareholders Meeting may partly or entirely be paid also after the endof such period, provided it is paid for the period to which the approval relates. In this case the compensation does not have to be subject to anapproval regarding the period during which the compensation is paid.

t) Amendment of Article 27 para. 2 (Business Year, Business Report):

For each business year, the Board of Directors shall prepare a business report including the annual financial statements (consisting of the profit andloss statements, balance sheet and notes to the financial statements) andthe possible annual respective business report.

u) Deletion of Article 29bis (Contribution in Kind):

In the course of the capital increase of October 26, 2001, the Company has,according to the Reorganization Agreement as of August 13, 2001,

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approved by the court order dated October 22, 2001, and the Agreementfor Contribution in Kind as of October 26, 2001, received from the share-holders of Card-Guard Scientific Survival Ltd., 2 Pekeris Street, Rehovot76100, Israel, acting through Card-Guard Scientific Survival Ltd., as contri-bution in kind 10’734’939 fully paid-up shares of Card-Guard Scientific Survival Ltd., with a par value of NIS 0.1 each. These shares were receivedat a price of CHF 61.– per share. As consideration for this contribution inkind, the Company transferred to the shareholders of Card-Guard ScientificSurvival Ltd., 10’729’383 registered shares of the Company with a par valueof CHF 18.– each. The difference between the total face value of the sharesissued in the course of the capital increase of 193’128’894.– and the totalvalue of the contributed shares of CHF 654’831’279.– has been allocatedand credited to the general reserves.

Most of the proposed provisions are self-explaining. However, the Board of Directors wants to point out additionally that an explicit enumeration of the forbidden compensations in the Articles is not required. The forbidden compensations are explicitly mentioned in Art. 20 and 21 of the Ordinanceagainst Excessive Compensations.

6. Re-election of the current five members of the Board of Directors

The Board of Directors proposes to re-elect the five current members of theBoard of Directors by individual election for a term of office until the next Ordinary General Meeting of shareholders:

– Kenneth R. Melani

– Dr. Yacov Geva

– Urs Wettstein

– Thomas Rühle

– Patrick Schildknecht

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7. Election of new members of the Board of Directors

The Shareholders’ Group proposes the election of two additional members ofthe Board of Directors without giving any particular reasons for this motion. TheBoard of Directors does not support this proposal (reasoning see below).

The Shareholders’ Group proposes the election of the following individuals asnew members of the Board of Directors:

– Dr. Stephan Rietiker, born 1956, citizen of Maur/ZH, resident in Baar/ZG

– Antoine Hubert, born 1966, citizen of Orsières/VS, resident in Montana/VS

The Board of Directors rejects this motion of the Shareholders’ Group andrecommends to the shareholders of the Company to not elect the two individuals nominated by the Shareholders’ Group for the following reasons:

– Following a constructive dialogue, the Company and the Shareholders’Group reached in autumn 2012 a common understanding regarding the restructuring of the Board of Directors and the management team (see press release of 3 September 2012) and following the resignation of threeprevious members, two repres entatives of the Shareholders’ Group and oneindependent member have been elected at the EGM of 23 January 2013.

– The Company and its Board of Directors reiterate the willingness to adhereto this common understanding of last autumn and to continue the processof implementing further changes in the governance structure of the Company. In this respect, the Company announced on 25 March 2013 thatKenneth Melani will take the Chair of the Board of Directors, of course sub-ject to his re-election at the forthcoming General Meeting of Shareholders.In such case, the present Chairman and CEO Dr. Yacov Geva will continueto act as the Corporate CEO of the Company.

– In the interest of enhancing the corporate governance of the Company, Mr. Kenneth Melani has been appointed as the new Chairman by the Boardof Directors in July 2013.

– Dr. Stephan Rietiker is a member of the Shareholders’ Group and the Boardof Directors is of the view that an interest of roughly 27.9% does not justifythe Shareholders’ Group to have a third representative on the Board of Directors. Mr. Rietiker also applied as CEO with the Company in the year2011 but was found to be not appropriate.

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– Antoine Hubert is also closely associated with the Shareholders’ Group (although not a formal member) and, based on the discussions in the Board,the Board got the impression that Mr. Hubert is not an independent candidate.In addition, Mr. Hubert has no particular experience in the US medical andhospital business where the Company generates almost all of its currentrevenues. Such experience is also missing in connection with the Company’snew products, i.e. the mobile phone LifeWatch V and the VSP Patch, whichis utilized in acute care hospitals.

– The Board of Directors had further initiated a process by which should havebeen determined whether the candidature of Mr. Rietiker and Mr. Hubertcould be supported from an objective perspective. Korn/Ferry International,the largest Executive Search Company worldwide, was mandated with thistask. Both, Mr. Rietiker as well as Mr. Hubert, however, refused to participatein this process, which the Board of Directors utterly regrets. Both gentlemenhave thereby proved the opinion of the Board of Directors that there areconsiderable doubts with respect to the adequacy of the candidatures andthe authenticity.

– Overall, the Board got the impression that the Shareholders’ Group and associated shareholders intend to achieve a controlling position in theBoard of Directors. In this respect, the Board reiterates its initial positionwhen it was first confronted with a similar request of the Shareholders’Group. The initial response in a letter to the Shareholders’ Group of 23 May2012 was the following:

“We point out that for reasons of good corporate governance, a changeof control of LifeWatch as well as the requested majority representationon the Board should be achieved by a public takeover offer only. As ageneral principle of Swiss corporate law, a board of directors is not allowed to support a “silent” takeover through a factual change of controlof the board of directors. A group of shareholders claiming control overa company (including a control of the board of directors) shall rathersubmit a public tender offer which ensures the equal treatment of allshareholders in a transparent manner. In the context of a public takeoveroffer, the offeror has to inform the shareholders of its intentions in orderto ensure that each shareholder may reflect the facts and all circum-stances underlying the wish of an offeror to takeover of control over acompany before making his final decision as to whether or not to with-draw from the company. This is particularly important in the event thatthe offeror does not intend to achieve full control over the company, butintends to maintain the listing under a new controlling leadership”.

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The Board of Directors believes that there is, besides what has been mentionedbefore, nothing to add to this very initial position which remains also valid regarding the present motion of the Shareholders’ Group to elect two new members to the Board of Directors which are either direct representatives of orclosely associated with the Shareholders’ Group.

8. Election of the Chairman of the Board of Directors

The Board of Directors proposes to appoint Kenneth R. Melani as Chairman ofthe Board of Directors for a term of office until the next Ordinary General Meeting of shareholders.

9. Election of the Members of the Compensation Committee

The Board of Directors proposes to appoint the following members of the Boardof Directors as members of the Compensation Committee by individual electionfor a term of office until the next Ordinary General Meeting of shareholders:

– Kenneth R. Melani

– Thomas Rühle

– Urs Wettstein

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10. Election of the Independent Shareholder Representative

The Board of Directors proposes to appoint the current independent shareholderrepresentative, Mr. lic. iur. Yves Endrass, Attorney at law with Stiffler & Partner,Rechtsanwälte, Dufourstrasse 101, P.O. Box 1072, CH-8034 Zurich, as inde-pendent shareholder representative of the Company until the next Ordinary General Meeting of shareholders.

11. Election of the Statutory Auditors

The Board of Directors proposes to re-elect PricewaterhouseCoopers AG,Zurich, as statutory auditors for the financial year 2013.

12. Compensations

The Board of Directors proposes a voting about the following compensationsof the Board of Directors and the Management for the time periods mentionedbelow, respectively, in analogous application of Art. 26d of the Articles of Association as proposed by the Board of Directors in agenda item no. 5:

– A total amount of CHF 620,000.– for the compensation of the members ofthe Board of Directors (incl. possible further compensations for any activitiesin committees) for the business year 2014.

– A total amount of CHF 520,000.– for the fixed compensation of the membersof the Management for the business year 2014.

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The Annual Report, the Statutory Annual Financial Statements and the ConsolidatedFinancial Statements, the Reports of the Auditors as well as the Minutes of the Ordinary General Meeting of June 28, 2012 and the Extraordinary General Meetingof January 23, 2013 are at the shareholders’ disposal. Upon request, a shareholdermay receive a copy of the Annual Report or of the other documents mentionedabove, from the Company. Since April 30, 2013, the Annual Report 2012 can bedownloaded from the Company`s website www.lifewatch.com.

Shareholders registered in the Company’s shareholders’ register before January 27,2014, which is the first day of the closing period of the share register, will receive aninvitation including a reply and proxy form (registration/power of attorney to the Ordinary General Meeting) as well as the completed instruction form to the inde -pendent shareholder representative (cf. below regarding the person of the individualshareholder representative). Shareholders will receive an admission card providedthat they request one by using their reply form. Shareholders may also obtain admission cards at the admission desk opening half an hour prior to the OrdinaryGeneral Meeting upon presentation of the reply form.

The shareholders’ register will be closed as of January 27, 2014 until and includingJanuary 30, 2014. During this period, no modifications to the share register will takeplace.

A Shareholder who is unable to attend the Ordinary General Meeting may vote byappointing a third party as his or her proxy. This person does not need to be a share-holder. In this case, the shareholder shall request an admission card and forward itduly filled-out and signed to the proxy.

Alternatively, a shareholder may also instruct the independent shareholder represent -ative pursuant to Art. 689c of the Swiss Code of Obligations and Art. 8 of the Ordinanceagainst Excessive Compensations, Mr. lic. iur. Yves Endrass, Attorney at law withStiffler & Partner, Rechtsanwälte, Dufourstrasse 101, P.O. Box. 1072, CH-8034 Zurich,email: unab.lifewatch@sharecomm.ch to exercise his or her vote by returning the filled-out and signed reply and proxy form as well as the completed and signed instructionform. In the event that he receives no instructions, the independent shareholder rep-resentative will abstain from voting. In the event that the independent shareholderrepresentative is appointed as proxy, the filled-out and signed reply and proxy formincluding the filled-out and signed instruction form may also be scanned and be sentby email to unab.lifewatch@sharecomm.ch.

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In case that a proxy is granted to the independent shareholder representative, noadmission card has to be requested, but the return of the filled-out and signed replyand proxy form as well as the completed and signed instruction form by mail or emailis sufficient.

Notification

Please direct all correspondence concerning the Ordinary General Meeting toShareCommService AG, Europa-Strasse 29, CH-8152 Glattbrugg, Phone +41 44 80958 58, Fax +41 44 809 58 59.

The Ordinary General Meeting will take place in the ZURICH Technopark,Technoparkstrasse 1, CH-8005 Zurich, Switzerland. The TECHNOPARK Zurich canbe reached very well by public transportation.

LifeWatch is pleased to invite the participating shareholders to an aperitif followingthe Ordinary General Meeting.

LifeWatch AG Neuhausen am Rheinfall, January 6, 2014

For the Board of Directors:

Kenneth R. MelaniChairman

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Map and directions of event:

TECHNOPARK ZürichTechnoparkstrasse 1, CH-8005 Zürich

Tel: +41 44 445 10 00, Fax: +41 44 445 11 11

E-Mail: info@technopark.chWebsite: www.technopark.ch

Arrival by public transport

Tram (VBZ) No. 17 to Förrlibuckstrasse (then 4 minutes’ walk to Technoparkstrasse,follow dashed lines across Sulzer Escher Wyss site)

Tram (VBZ) No. 4, 13 or 17 to Escher Wyss Platz (then 8 minutes’ walk to Technopark-strasse, follow dashed lines along Hardstrasse/Schiffbaustrasse)

Tram (VBZ) No. 4 to Technopark (then 2 minutes’ walk to Technoparkstrasse, followdashed lines)

Bus (VBZ) No. 33 to Pfingstweidstrasse (then 4 minutes’ walk to Technoparkstrasse,follow dashed lines)

Bus (VBZ) No. 72 to Pfingstweidstrasse (then 4 minutes’ walk to Technoparkstrasse,follow dashed lines)

Suburban train S5/S6/S7/S9/S12/S16 (all via Zurich main station), or various mainlinetrains via Zurich main station to Hardbrücke (then 8 minutes’ walk to Technoparkstrasse,follow dashed lines along Hardstrasse).

Arrival by car

Very limited quantity of turnpike parking boxes in the underground parking of TECHNOPARK Zurich, additional places in underground parking PFINGSTWEID andunderground parking WEST.

From St. Gallen/Airport: via Rosengartenstrasse, Escher-Wyss-Platz (Brücke), Hard-turmstrasse, Förrlibuckstrasse, Duttweilerstrasse, Pfingstweidstrasse (continous line),Technoparkstrasse (dashed line)

From Berne/Basle: take Pfingstweidstrasse (continuous line), Technoparkstrasse (dashed line)

From Lucerne/Chur: over Hardbrücke bridge, take Geroldstrasse exit to Pfingstweid-strasse (continuous line), Technoparkstrasse (dashed line)

From Zurich city: via Escher Wyss Platz, Hardstrasse or Hardturmstrasse (continuousline)

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LifeWatch AGRundbuckstrasse 6CH-8212 Neuhausen am Rheinfall

www.lifewatch.com

Tel: +41 52 632 00 50Fax: +41 52 632 00 51