Leonteq : INVITATION AND AGENDA ITEMS

ZURICH, 04 MARCH 2021 | TO THE SHAREHOLDERS OF LEONTEQ AG

INVITATION TO THE

ANNUAL GENERAL MEETING 2021

This page was left intentionally blank.

TABLE OF CONTENT

LETTER FROM THE CHAIRMAN

• I. AGENDA ITEMS

• II. ORGANISATIONAL NOTES

  4 6 9

• III. INFORMATION ON THE MEMBERS OF THE BOARD OF DIRECTORS

• IV. INFORMATION ON THE COMPENSATION VOTES

• V. INFORMATION ON CHANGES

  TO THE ARTICLES OF ASSOCIATION

10 14 22

Dear Shareholders,

2020 was a pivotal year in which we made significant progress against our strategy. It was also the year in which we demonstrated our ability to with-stand one of the most severe capital market shocks in this century. In the second half of 2020, we have returned to the performance and profitability path that we have built over the past few years and we are confidently look-ing ahead to seizing new opportunities in the current environment.

In line with Leonteq's conservative dividend policy, we will propose a share-holder distribution of CHF 0.75 per share for the financial year 2020, which is to be paid in equal amounts out of retained earnings and capital contribution reserves. This 50% increase compared to last year's distribution demonstrates our confidence in the business and underlines our commitment to create sus-tainable value for our shareholders and all stakeholders.

As per our governance, we will propose to you the re-election of six members of the Board of Directors for the annual term of office. Jörg Behrens, member of the Board of Directors since 2012, and Patrick de Figueiredo, member of the Board of Directors since 2010 and representative of the founding partners since 2013, will not stand for re-election. On behalf of the Board of Directors and the company, I would like to express my gratitude to Jörg and Patrick for their valu-able contributions to Leonteq over many years. With a view to further increase the independence of the Board of Directors, Leonteq's founding partners, Lukas Ruflin and Sandro Dorigo, have decided to no longer be represented with a dedicated seat on the Board of Directors. As new independent members, we propose the election of Sylvie Davidson and Philippe Le Baquer.

Once you have elected all members of the Board of Directors, we will propose to you the election of the Chairman and the members of the Nomination and Remuneration Committee in separate votes. We are hereby continuing with the process of strengthening the independence, skills and diversity of the Board. If elected, the Board will consist of eight members of which seven would be independent.

Our Compensation Report provides you with a comprehensive overview of the compensation governance and design, transparent disclosures of performance assessment and resulting compensation outcomes for members of the Executive Committee, members of the Board of Directors and Leonteq's employees. With this, shareholders will be able to take a fully informed decision based on Leonteq's performance and detailed disclosure when voting on our compensation items for the Board of Directors, the Executive Committee and the Compensation Report for 2020.

Unfortunately, the current situation regarding the coronavirus (COVID-19) does not allow us to hold the Annual General Meeting the conventional way. Therefore, the Board of Directors of Leonteq AG has decided to hold the Annual General Meeting 2021 without shareholders being physically present. It is with great regret that the Board of Directors has taken this decision, but it considers this step as the only feasible option to protect the well-being of all parties involved. Leonteq's top priority is to safeguard the health and safety of its share-holders and employees. Accordingly, shareholders can only exercise their shareholder rights via the independent proxy and shareholders will be given the opportunity to submit questions to the Board of Directors ahead of the Annual General Meeting.

In the name of the Board of Directors, I thank you for your understanding. I hope that next year, I will be able to welcome you to the Annual General Meeting in person.

Yours sincerely,

Christopher M. Chambers

Chairman of the Board of Directors

"The 50% increase in shareholder distribution demonstrates our confidence in the business and underlines our commitment to create sustainable value for our shareholders and all stakeholders."

I.

AGENDA ITEMS

• 1. ANNUAL REPORT 2020

  • 1.1 Approval of the Management Report, the Financial Statements and the Consolidated Financial Statements for the financial year 2020

    The Board of Directors proposes to approve the Management Report, the Financial Statements and the Consolidated Financial Statements for the financial year 2020.

  • 1.2 Advisory vote on the Compensation Report 2020

    The Board of Directors proposes that shareholders endorse in an advisory vote the Compensation Report 2020.

• 2. DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE EXECUTIVE COMMITTEE

  The Board of Directors proposes to grant discharge to the members of the Board of Directors and of the Executive Committee for their services in the financial year 2020 (in a single vote for all members of the Board of Directors and of the Executive Committee).

• 3. ALLOCATION AND APPROPRIATION OF RETAINED PROFITS

  AND APPROPRIATION OF RESERVES FROM CAPITAL CONTRIBUTIONS

  The Board of Directors proposes to distribute an amount of CHF 0.75 per share as follows:

a.

b. Distribution of CHF 0.375 per share out of reserves from capital contributions.

in CHF
1,647,831
Retained earnings 31 December 2020	108,460,921
of which loss on sale of own shares	(83,069)
Available earnings	110,108,752
Proposed dividend distribution in 20211	(7,100,286)
Balance to be carried forward	103,008,466
1 The own shares held by Leonteq AG are not entitled to the distribution of dividends.

Net profit 2020

Distribution of a dividend of CHF 0.375 per share out of retained earnings.

Retained earnings

Leonteq AG (statutory financial statements)

Reserves from capital contributions	in CHF
Leonteq AG (statutory financial statements)
Balance carried forward 1 January 2020	303,980,527
Distribution of reserves from capital contributions in 20202	(4,644,013)
Balance as of 31 December 2020	299,336,514
Proposed distribution of reserves from capital contributions in 20212	(7,100,286)
Balance to be carried forward	292,236,228

2 The own shares held by Leonteq AG are not entitled to the distribution out of reserves from capital contributions.

Provided that the proposal of the Board of Directors is approved, the distribution of

CHF 0.619 per share consisting of the net amount of the dividend of CHF 0.244 (after payment of the Swiss withholding tax of 35%) and the amount of the distribu-tion from capital contributions of CHF 0.375 will be paid on 08 April 2021. The last trading day with entitlement to receive the distribution is 01 April 2021. The shares will be traded 'ex-dividend' as of 06 April 2021.

4.RENEWAL OF AUTHORISED CAPITAL

The Board of Directors proposes to amend article 3b of the Articles of Association to renew authorisation to increase the share capital at any time until 31 March 2023 up to a maximum amount of CHF 4,000,000 by issuing up to 4,000,000 fully paid in registered shares with a nominal value of CHF 1.00 each.

The enclosed report "Information on the Changes to the Articles of Association" (sec-tion V of this invitation) details the changes in relation to the current version of the Articles of Association.

5. ELECTION TO THE BOARD OF DIRECTORS

• 5.1 Re-election to the Board of Directors

  The Board of Directors proposes to re-elect Christopher M. Chambers, Susana Gomez Smith, Richard A. Laxer, Thomas R. Meier, Dominik Schärer and Philippe Weber, all of them for a term of office of one year, until the completion of the next Annual General Meeting. Each member of the Board of Directors will be elected individually. Shareholders may find information on the members of the Board of Directors in the enclosed report "Information on members of the Board of Directors" (section III of this invitation) and in the corporate governance section of the Annual Report 2020 underhttp://www.leonteq.com/annual-report-2020.

  • 5.1.1 Re-election of Christopher M. Chambers

  • 5.1.2 Re-election of Susana Gomez Smith

  • 5.1.3 Re-election of Richard A. Laxer

  • 5.1.4 Re-election of Thomas R. Meier

  • 5.1.5 Re-election of Dominik Schärer

  • 5.1.6 Re-election of Philippe Weber

• 5.2 Election to the Board of Directors

  The Board of Directors proposes to elect Sylvie Davidson and Philippe Le Baquer as new independent members to the Board of Directors for a term of office of one year, until the completion of the next Annual General Meeting.

  • 5.2.1 Election of Sylvie Davidson

  • 5.2.2 Election of Philippe Le Baquer

5.3

Re-election of the Chairman of the Board of Directors

The Board of Directors proposes to re-elect Christopher M. Chambers as the Chairman of the Board of Directors for a term of office of one year, until the comple-tion of the next Annual General Meeting.

5.4 Re-election to the Nomination and Remuneration Committee

The Board of Directors proposes the re-election of Susana Gomez Smith, Richard A. Laxer and Philippe Weber to the Nomination and Remuneration Committee each for a term of office of one year, until the completion of the next Annual General Meeting. The Board of Directors intends to designate Richard A. Laxer as the Chairman of the Nomination and Remuneration Committee, subject to his re-election as a member of the Nomination and Remuneration Committee. Each member of the Nomination and Remuneration Committee will be elected individually.

• 5.4.1 Re-election of Susana Gomez Smith

• 5.4.2 Re-election of Richard A. Laxer

• 5.4.3 Re-election of Philippe Weber

6.RE-ELECTION OF THE STATUTORY AUDITORS

The Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich as statutory auditors for the financial year 2021.

7. RE-ELECTION OF THE INDEPENDENT PROXY

The Board of Directors proposes the re-election of Proxy Voting Services GmbH, Grossmünsterplatz 1, 8001 Zurich, Switzerland, as independent proxy for a term of office of one year, until the completion of the next Annual General Meeting.

8.COMPENSATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

AND OF THE EXECUTIVE COMMITTEE

The maximum total compensation of the Board of Directors and the Executive Committee will be held in separate votes. The enclosed report "Information on the Compensation Votes" (section IV of this invitation) sets out further details in relation to the proposed votes on maximum total compensation.

8.1 Binding vote on the maximum total compensation of the members of the Board of Directors from the Annual General Meeting 2021 to the Annual General Meeting 2022

The Board of Directors proposes that shareholders approve the maximum total amount of CHF 1,850,000 for the compensation of the Board of Directors for the period from the Annual General Meeting 2021 until the Annual General Meeting 2022.

8.2

Binding vote on the variable compensation for the short-term incentive plan of the members of the Executive Committee for the financial year 2020

The Board of Directors proposes that shareholders approve a total amount of CHF 793,000 for the variable compensation for the short-term incentive plan of the members of the Executive Committee to be awarded for the financial year 2020.

• 8.3 Binding vote on the maximum fixed compensation of the members of the Executive Committee for the financial year 2022

  The Board of Directors proposes that shareholders approve a maximum total amount of CHF 6,330,000 for the fixed compensation of the members of the Executive Committee to be paid for the financial year 2022.

• 8.4 Binding vote on the maximum variable compensation for the long-term incentive plan of the members of the Executive Committee for the financial year 2022

  The Board of Directors proposes that shareholders approve a maximum total amount of CHF 6,190,000 for the variable compensation for the long-term incentive plan of the members of the Executive Committee to be granted for the financial year 2022.

II. ORGANISATIONAL NOTES

ANNUAL REPORT

The Annual Report for the financial year 2020 (including the Management Report, the Financial Statements, the Consolidated Financial Statements, the Compensation Report as well as the statutory auditor's reports) is available for inspection at the Company's head office at Europaallee 39, 8004 Zurich and on the Company's website athttp://www.leonteq.com/annual-report-2020 or by order of a printed copy via e-mail [e-mail] indicating your mailing address. Please note that the Annual Report is only available in English.

NO PHYSICAL ATTENDANCE POSSIBLE

Unfortunately, the current situation regarding the coronavirus (COVID-19) does not allow Leonteq to hold the Annual General Meeting the conventional way. On 11 September 2020, the Swiss Federal Council decided to extend the COVID-19 Ordinance 3 until 31 December 2021. In accordance with this ordinance, the Board of Directors of Leonteq AG has decided to hold the Annual General Meeting 2021 without shareholders being physically present. Accordingly, shareholders can only exercise their shareholder rights via the independent proxy.

RIGHT TO VOTE AND APPOINTMENT OF INDEPENDENT PROXY

Shareholders entered into the share register with the right to vote by 23 March 2021, 05.00 p.m., are entitled to participate in the General Meeting.

Shareholders are asked to exercise their voting rights through the appointment of the independent proxy (Proxy Voting Services GmbH, Grossmünsterplatz 1, 8001 Zurich, Switzerland) either by returning the signed registration form via mail or through electronic authorisation.

Signed voting instructions can be sent via mail to Devigus Shareholder Services, Birkenstrasse 47, 6343 Rotkreuz, by 29 March 2021, 05.00 p.m. Electronic voting instruc-tions can be given and changed atwww.gvmanager.ch/leonteq until 29 March 2021, 11.59 p.m. The requisite personal one-time code can be found on the proxy form.

SHAREHOLDER QUESTIONS ON AGENDA ITEMS

Because the current situation regarding COVID-19 does not permit shareholders to be physically present at the Annual General Meeting, Leonteq is giving its shareholders the opportunity to address questions regarding the agenda items to the Board of Directors ahead of the General Meeting. Shareholders can submit their questions between 04 and 20 March 2021 via email [e-mail]. Leonteq will publish the answers of the Board of Directors on the Company's website athttps://www.leonteq.com/agm on the day of the General Meeting. Leonteq reserves the right to answer questions in aggregated form or individually, possibly mentioning the name of the shareholder who submitted the question.

This invitation is provided in German and English, the German text prevails.

III. INFORMATION ON THE MEMBERS

OF THE BOARD OF DIRECTORS

At this year's Annual General Meeting, six members of the Board of Directors will stand for re-election for a further term of office of one year. In addition, Sylvie Davidson and Philippe Le Baquer are proposed for election as new independent members of the Board of Directors. With this we are continuing the process of strengthening the inde-pendence, skills and diversity of the Board.

RE-ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors proposes to re-elect Christopher M. Chambers, Susana Gomez Smith, Richard A. Laxer, Thomas R. Meier, Dominik Schärer and Philippe Weber, all of them for a term of office of one year, until the completion of the next Annual General Meeting. Each member of the Board of Directors will be elected individually.

CHRISTOPHER M. CHAMBERS

(Agenda item 5.1.1 / 5.3)

Christopher Chambers (1961) was elected to the Board of Directors at the Extraordinary General Meeting of Leonteq AG in November 2017.

Christopher Chambers is Chairman of the Board of Directors of Leonteq. He is independent from Leonteq AG according to the independence criteria set forth by the Board of Directors.

SUSANA GOMEZ SMITH

(Agenda item 5.1.2 / 5.4.1)

Susana Gomez Smith (1973) was elected to the Board of Directors at the Annual General Meeting of Leonteq AG in March 2019.

Susana Gomez Smith is a member of the Audit and Risk Committee and a member of the Nomination and Remuneration Committee. She is inde-pendent from Leonteq AG according to the independence criteria set forth by the Board of Directors.

RICHARD A. LAXER

(Agenda item 5.1.3 / 5.4.2.)

Richard Laxer (1961) was elected to the Board of Directors at the Annual General Meeting of Leonteq AG in March 2018.

Richard Laxer is the Chairman of the Nomination and Remuneration Committee. He is independent from Leonteq AG according to the inde-pendence criteria set forth by the Board of Directors.

THOMAS R. MEIER

(Agenda item 5.1.4)

Thomas Meier (1962) was elected to the Board of Directors at the Extraordinary General Meeting of Leonteq AG in November 2017.

Thomas Meier is a member of the Audit and Risk Committee. He is inde-pendent from Leonteq AG according to the independence criteria set forth by the Board of Directors.

DOMINIK SCHÄRER

(Agenda item 5.1.5)

Dominik Schärer (1965) was elected to the Board of Directors at the Extraordinary General Meeting of Leonteq AG in September 2019.

Dominik Schärer is a representative of Leonteq's anchor shareholder Raiffeisen, Switzerland.

PHILIPPE WEBER

(Agenda item 5.1.6 / 5.4.3)

Philippe Weber (1965) was elected to the Board of Directors at the Annual General Meeting of Leonteq AG in March 2020.

Philippe Weber is the Vice-Chairman of the Board of Directors and a mem-ber of the Nomination and Remuneration Committee. He is independent from Leonteq AG according to the independence criteria set forth by the Board of Directors.

ELECTION OF NEW MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors proposes to elect Sylvie Davidson and Philippe Le Baquer as new independent members to the Board of Directors for a term of office of one year, until the completion of the next Annual General Meeting.

SYLVIE DAVIDSON

(Agenda item 5.2.1)

Based in Hong Kong, Sylvie Davidson (1967) served as Chief Risk Officer UBS APAC for the Group and the Wealth Management business from 2017 to 2019. Prior to that, she was Chief Operating Officer APAC Equities at Barclays Capital Asia from 2015 to 2016. From 2009 to 2015, she worked at Standard Chartered Bank, Hong Kong, where she was the Managing Director in charge of Equity Financing and Business Development, and also Head of Platform & Investor Product Structuring. Sylvie Davidson started her career as a derivatives trader at Merrill Lynch in 1989 in Zurich and moved to the Hong Kong office in 1994 where she progressed to the position of Head of Structured Products Development for Equities and Equity Derivatives from 2001 to 2008.

Sylvie Davidson is a Swiss national and a Hong Kong permanent resident, and is a recent graduate of the Financial Times Non-Executive Director Diploma.

She is independent from Leonteq AG according to the independence criteria set forth by the Board of Directors.

PHILIPPE LE BAQUER

(Agenda item 5.2.2)

Philippe Le Baquer (1966) has been a Senior Adviser of Rothschild & Co, London since 2017, following a successful career at the same firm from 2008 to 2017 as a Managing Director advising a wide range of financial institutions, governments and regulators on strategic matters, mergers & acquisitions and capital market transactions. Before his time at Rothschild & Co, he worked as an investment banker at Lehman Brothers in London from 1999 to 2008. He started his career at Morgan Grenfell / Deutsche Bank in 1992 as an M&A banker in Paris and London.

Philippe Le Baquer is a French national and holds a Master's degree in Business Administration from the Université de Rennes, France and a post-graduate degree in Finance and Capital Markets from Sciences Po Paris.

He is independent from Leonteq AG according to the independence criteria set forth by the Board of Directors.

BOARD AND COMMITTEE COMPOSITION

The table below shows the intended composition of the Board of Directors and its committees following the Annual General Meeting 2021. Subject to its election, the Board will be composed of eight members of which seven are independent according to the Swiss Code of Best Practice for Corporate Governance as well as according to the independence criteria set forth by the Board of Directors.

Christopher M. Chambers (Chairman)

Philippe Weber (Vice-Chairman)

Member

Sylvie Davidson

Member

Susana Gomez Smith

Chair

Member

Richard A. Laxer

Chair

Philippe Le Baquer

Thomas R. Meier

Member

Dominik Schärer

Member

IV. INFORMATION ON THE COMPENSATION VOTES

INTRODUCTION

In line with the Swiss Ordinance against Excessive Compensation (OaEC), shareholders are invited to vote at the Annual General Meeting 2021 on the proposals for compensation of members of the Board of Directors and the Executive Committee as set out hereinafter.

As specified in the Articles of Association, shareholders will vote separately on (i) the maximum total compensation of members of the Board of Directors for the period until the next Annual General Meeting, (ii) the maximum total amount of fixed compensation and the maximum total amount of variable compensation for the long-term incentive plan (LTIP) of members of the Executive Committee for the financial year following the year of the Annual General Meeting (prospective vote) and (iii) the total amount of variable com-pensation for the short-term incentive plan (STIP) of members of the Executive Committee for the financial year preceding the Annual General Meeting (retrospective vote).

ILLUSTRATION OF VOTING REGIME

Board of Directors

Executive Committee

Fixed compensation Prospective Agenda item 8.3

2022

LTIP grant Prospective Agenda item 8.4

The following information shall provide the basis for decision-making of our shareholders by outlining the definitive criteria used for the compensation of the members of the Board of Directors (Agenda item 8.1) and the members of the Executive Committee (Agenda items 8.2, 8.3 and 8.4).

COMPENSATION OF THE BOARD OF DIRECTORS (Agenda item 8.1)

Development of compensation of the members of the Board of Directors

The Board's total compensation for the period from the Annual General Meeting 2020 to the Annual General Meeting 2021 increased slightly by 4% to CHF 1,675,000 and was 9% below the total maximum amount of CHF 1,850,000 approved by the Annual General Meeting.

The chart below shows the maximum total compensation of the Board of Directors appro-ved by shareholders from the Annual General Meeting 2017 to the Annual General Meeting 2020, or to be approved at the Annual General Meeting 2021. In addition, it shows the actual compensation of the Board of Directors for the terms of office from the Annual General Meeting 2017 to the Annual General Meeting 2021.

Development of compensation of the members of the Board of Directors (in CHF million)

Term	AGM 2017-	AGM 2018-	AGM 2019-	AGM 2020-	AGM 2021-
AGM 2018	AGM 2019	AGM 2020	AGM 2021	AGM 2022
AGM vote	2017	2018	2019	2020	2021

Maximum compensation (AGM voting)Actual compensation (reported)

Further information regarding the individual compensation of the members of the Board of Directors is available in the Compensation Report 2020 on pages 128 .

Director's fee structure of the members of the Board of Directors

The members of the Board of Directors, including the Chairman, receive a non-perfor-mance related compensation in the form of a director's fee. The director's fee reflects the governance structure and the responsibilities of the Board, as per applicable laws and its own regulations. No additional compensation is made to members of the Board of Directors for the preparation and attendance at meetings.

The annual directors' fees are paid in cash and in Leonteq shares, whereas a minimum amount of 40% of the total fee is paid in Leonteq shares valued at market price at the allocation date. The shares are locked for a period of three years and hence, the respective board members' remuneration is linked to the company's performance over the respec-tive period. In addition, the company pays employers' mandatory social security contribu-tions on the director's fee.

Each Board member receives an annual directors' fee of CHF 150,000. The Chairman receives an additional annual fee of CHF 200,000 and the Vice-Chairman receives an addi-tional annual fee of CHF 50,000. Board members who chair one of the Board Committees receive an additional annual fee of CHF 40,000. The annual fees for each individual func-tion are summarised in the table below and remain unchanged for the period from the Annual General Meeting 2021 to the Annual General Meeting 2022 compared to the prior term.

(in CHF)	AGM 2021	AGM 2020
to AGM 2022	to AGM 2021
Member of the Board of Directors	150,000	150,000
Additional fee for Chairman of the Board of Directors	200,000	200,000
Additional fee for Vice-Chairman of the Board of Directors	50,000	50,000
Additional fee for Committee Chairs3	40,000	40,000

3 Applies to the Audit and Risk Committee and the Nomination and Remuneration Committee

As of the Annual General Meeting 2021, the Board of Directors will consist of eight members (including the Chairman).

Agenda item 8.1: Proposal of the Board of Directors

Binding vote on the maximum total compensation of the members of the Board of Directors from the Annual General Meeting 2021 to the Annual General Meeting 2022

The Board of Directors proposes that shareholders approve the maximum total amount of CHF 1,850,000 for the compensation of the Board of Directors for the period from the Annual General Meeting 2021 until the Annual General Meeting 2022. This includes direc-tors' fees for the eight members of the Board of Directors of CHF 1,530,000, mandatory social security contributions of CHF 140,000 and an (unused) reserve of CHF 180,000.

COMPENSATION OFTHE EXECUTIVE COMMITTEE (Agenda items 8.2, 8.3 and 8.4)

Compensation system for the members of the Executive Committee

Leonteq's compensation model for members of the Executive Committee is designed to be transparent and easy to understand and it is based on clearly defined performance metrics. Additionally, it strengthens the alignment between compensation and strategic priorities, and more closely aligns the interests of the Executive Committee with the long-term interests of shareholders.

The chart below visualises the compensation model of members of the Executive Committee.

Type of compensation

Timing of compensation / vesting
YEAR 1	YEAR 2	YEAR 3	YEAR 4	YEAR 5

Deferred

Fixed	Base salary
Pension and other benefits

Variable	Short-term incentive plan	40%
Long-term incentive plan	60%

Annual performance period	1/2 cash
1/6 cash	80%
1/6 cash
1/6 cash
Three-year performance period LTIP linked to long-term business plan and long-term shareholder return Performance shares with cliff vesting	1 year blocking period	Leonteq shares

Minimum shareholding guidelines

Malus and clawback provision

Further information regarding the compensation system for members of the Executive Committee is available in the Compensation Report 2020 on pages 115 to 118 .

Development in compensation of the members of the Executive Committee

Fixed compensation for members of the Executive Committee remained stable at CHF 5,544,000 in 2020. Reflecting financial results significantly below the targets set for 2020, the short-term incentive award for the members of the Executive Committee amounted to CHF 738,000, which equals 25% of the maximum opportunity and a decrease of 41% compared to 2019. For the same reason the short-term incentive award for the CEO amounted to CHF 212,000, which equals 27% of the maximum opportunity and a decrease of 39% compared to the prior year. The total cash compensation for the Executive Committee decreased by 8% to CHF 6,337,000 in 2020. The long-term incentive award which is dependent on a three-year performance period has a maximum opportunity of CHF 3,431,000 and a fair value of CHF 1,666,000 at end-2020. This excludes an amount of CHF 100,000 in restricted stock units (subject to cliff-vesting after three and a half years) to be granted in the first quarter 2021 to the Chief People Officer under the employee long-term incentive plan.

The chart below shows the development of the total compensation of members of the Executive Committee for the financial years 2016 to 2020.

Development of total compensation of the members of the Executive Committee (in CHF million)

10.51 9.76

2016

05.0

2017

2018

2019

2020

Old compensation model

New compensation model

Fixed CompensationSTIP/MTIPLTIPSocial Security on variable compensation

Further information regarding the compensation of the members of the Executive Committee is available in the Compensation Report 2020 - pages 125 to 126 .

Agenda item 8.2: Proposal of the Board of Directors

Variable compensation for the short-term incentive plan of the members of the Executive Committee for 2020

The Board of Directors proposes that shareholders approve a total amount of CHF 793,000 for the variable compensation for the short-term incentive plan of the members of the Executive Committee to be awarded for the financial year 2020. This includes employer's social security contributions in the amount of CHF 55,000

The chart below shows the maximum opportunity for the variable compensation for the STIP compared to the actual STIP amounts to be awarded for the CEO and the other mem-bers of the Executive Committee for the financial year 2020.

Maximum STIP opportunity and actual STIP awards of the Executive Committee (in CHF million)

2.13

1.08

0.80

1.05

Maximum STIP opportunity

0.44 0.36

0.53

0.21

0.07

STIP award (proposed)Maximum STIP opportunitySTIP award (proposed)

CEO

All other members

Financial KPIsNon-financial KPIs

Further information regarding the performance assessment of the members of the Executive Committee is available in the Compensation Report 2020 on pages 122 to 123 .

Agenda item 8.3: Proposal of the Board of Directors

Maximum fixed compensation of the members of the Executive Committee for 2022

The Board of Directors proposes that shareholders approve a maximum total amount of CHF 6,330,000 for the fixed compensation of the members of the Executive Committee to be paid for the financial year 2022.

The chart below shows the maximum fixed compensation for members of the Executive Committee approved by shareholders for the financial years 2018 to 2021, and for the financial year 2022 to be approved at the Annual General Meeting 2021.

Maximum fixed compensation for members of the Executive Committee (in CHF million)

00.6

80.6

33.6

33.6

33.6

2018	2019	2020	2021	2022
(AGM approved)	(AGM approved)	(AGM approved)	(AGM approved)	(proposed)

The maximum fixed compensation for 2022 is based on the current levels set for the seven members of the Executive Committee for the financial year 2021. This includes a reserve of additional CHF 1,260,000 which may be used should the Board of Directors decide to selectively increase base salaries. No such increases were granted for the finan-cial year 2021.

Agenda item 8.4: Proposal of the Board of Directors

Maximum variable compensation for the long-term incentive plan of the members of the Executive committee for 2022

The Board of Directors proposes that shareholders approve a maximum total amount of CHF 6,190,000 for the variable compensation for the long-term incentive plan of the mem-bers of the Executive Committee to be granted for the financial year 2022.

The chart below shows the maximum variable compensation for the long-term incentive plan approved by shareholders for the financial years 2018 to 2021, and for the financial year 2022 to be approved at the Annual General Meeting 2021.

Maximum variable compensation for the LTIP for members of the Executive Committee (in CHF million)

2018	2019	2020	2021	2022
(AGM approved)	(AGM approved)	(AGM approved)	(AGM approved)	(proposed)

The maximum long-term variable compensation amount of the seven members of the Executive Committee for 2022 is calculated as a multiple from the current base salaries resulting in the same maximum opportunity level as for the financial year 2021. This inclu-des a reserve of additional CHF 2,020,000 which may be used should the Board of Directors decide to selectively increase base salaries or individual opportunity multiples. No such increases were granted for the financial year 2021.

V. INFORMATION ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATIONS

RENEWAL OF AUTHORISED SHARE CAPITAL (Agenda item 4)

The Board of Directors proposes to amend article 3b of the Articles of Association to renew authorisation to increase the share capital at any time until 31 March 2023 up to a maximum amount of CHF 4,000,000 by issuing up to 4,000,000 fully paid in registered shares with a nominal value of CHF 1.00 each.

Present Articles of Association dated 31 March 2020

Revised, respectively new wording of the Articles of Association (alignments, deletions and amendments highlighted in colour)

Article 3b

The board of directors is authorized to increase the company's share capital by a maximum amount of CHF 4,000,000 by the issuance of a maximum of 4,000,000 registered shares, to be fully paid up, with a nominal value of CHF 1.00 each at any point in time until 22 March 2021. Increases by way of firm underwriting as well as partial increases are permitted. The board of directors determines the issue price, the divi-dend entitlement and the manner of contribu-tion for the shares. The new registered shares are subject to the transfer restrictions accord-ing to Article 5 of the articles of association.

[…]

Article 3b

The board of directors is authorized to in-crease the company's share capital by a max-imum amount of CHF 4,000,000 by the issu-ance of a maximum of 4,000,000 registered shares, to be fully paid up, with a nominal val-ue of CHF 1.00 each at any point in time until 22 March 2021 31 March 2023. Increases by way of firm underwriting as well as partial increases are permitted. The board of direc-tors determines the issue price, the dividend entitlement and the manner of contribution for the shares. The new registered shares are subject to the transfer restrictions according to Article 5 of the articles of association.

[…]

In the spirit of sustainability, this publication was printed using a carbon-neutral process on FSC certified paper and guarantees a sustainable management of the world's forests. Only green electricity was used for the manufacture of this publication and it was delivered with a hybrid car.

LEONTEQ AG

Europaallee 39 | 8004 Zurich | Phone [phone] |[e-mail] | www.leonteq.com