EANS-Adhoc: Invitation to the Ordinary General Meeting of Shareholders of LifeWatch Ltd., Neuhausen am Rheinfall on June 28, 2012 at 09:30 a.m. (doors open at 09:00 a.m.) at TECHNOPARK Zurich, Technop

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Company Information

25.05.2012

You will find a PDF-version of this press release at the end of this
message.

Agenda and Motions of the Board of Directors:

1. Approval of the Annual Report, Statutory Annual Financial
Statements and Consolidated Financial Statements 2011

The Board of Directors proposes to approve the Annual Report, the
Statutory Annual Financial Statements and the Consolidated Financial
Statements as of December 31, 2011.

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, distributions 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 on the capital contribution principle).
The annual report 2011 meets these requirements. The corresponding
amount was transferred from the balance sheet item "general legal
reserves" to the new position "reserves from capital contributions"
and will be listed separately starting with the Statutory Annual
Financial Statements per December 31,2011.

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

2. Allocation of Balance Sheet Result

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

Balance 2010 carried forward CHF 32,772,679.00;

Loss for the year 2011 CHF -18,808,844.00;

Transfer to reserve for treasury stock CHF 1,904,978.00;

Balance available for the general meeting of shareholders CHF
15,868,813.00;

Balance to be carried forward CHF
15,868,813.00;

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
the Board of Directors and to the members of the Executive Board for
the Financial Year 2011.

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

The Board of Directors proposes to re-elect Dr. Yacov Geva, Urs
Wettstein, Gregory Henry Volkart, Dr. Abraham Sartani and Jürg Stahl
as members of the Board of Directors for a term of office of one
year.

5. Election of one (1) new member of the Board of Directors

Well after the expiry of the period to request for an addition to the
agenda of the General Meeting of the shareholders referred to in
articles 11 para. 2 of the Articles of Association, the Board of
Directors has received a letter from a group of shareholders
requesting a majority representation on the Board of Directors.
Pursuant to the official notification the group of shareholders
consists of 5 direct shareholders and 7 individuals that beneficially
own or control the direct shareholders and this group of shareholders
is represented by Patrick Schildknecht and Martin Eberhard. On 15 May
2012, the group of shareholders has disclosed a participation in the
share capital of LifeWatch of 17.7%.

According to the regulations of ad hoc publicity the Company has
informed its shareholders and the market shortly before the
publication and dispatch of this invitation for the General Meeting
of shareholders.

The Board is convinced that the approach chosen by the group of
shareholders does not comply with principles of good corporate
governance and it is also hard to see the legitimate reasons for this
group of shareholders holding an interest of 17.7% to claim a
majority representation on the Board. The Board of Directors has
explained its position in a more detailed letter to the shareholders
of LifeWatch that is being sent together with the invitation for the
General Meeting.

However, the Board of Directors welcomes an appropriate
representation of the group of shareholders in the Board of Directors
corresponding to its disclosed participation (i.e. one Board member),
but the group of shareholders has not named a specific person for
election to the Board of Directors so far. Therefore, the Board of
Directors was not able to assess the suitability of the intended
representative in the Board of Directors until the publication of the
invitation for this General Meeting of the shareholders. Nor has the
Board of Directors been able to clarify the legal framework for such
representation of the group of shareholders in the Board of Directors
in order to ensure equal treatment of shareholders and avoid the use
of privileged information for trading in the shares of the Company
(i.e. agree on the permitted flow of information to the represented
group of shareholders and compliance with the Company's policies for
insider dealing and disclosure of management transactions). The
clarification of both aspects, however, is a pre-requisite for the
Board of Directors to resolve on a motion under this agenda item.

The Board of Directors has the intention to clarify the open issues
regarding the election of one representative of the group of
shareholders in a timely manner so that shareholders who do not
personally attend the General Meeting will have the relevant
information when granting the proxy.

6. Election of the Statutory Auditors

The Board of Directors proposes to re-elect PricewaterhouseCoopers
AG, Zurich, as statutory auditors for the financial year 2012.

The Annual Report, the Statutory Annual Financial Statements and the
Consolidated Financial Statements, the Reports of the Auditors as
well as theMinutes of the Ordinary General Meeting of May 25, 2011
are at the shareholders' disposal. Upon request, a shareholder may
receive a copy of the Annual Report or of the other documents
mentioned above, from the Company. Since April 30, 2012, the Annual
Report 2011 can be downloaded from the Company's website
www.lifewatch.com.

Shareholders registered in the Company's shareholders' register
before May 31, 2012, which is the first day of the closing period of
the share register, will receive an invitation including a reply and
a proxy form (invitation/power of attorney to the Ordinary General
Meeting). Shareholders will receive an admission card provided that
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 Ordinary General Meeting upon presentation of the reply
form.

The shareholders' register will be closed as of May 31, 2012 until
and including June 28, 2012. During this period, no modifications to
the share register will take place. A Shareholder who is unable to
attend the Ordinary General Meeting may vote by appointing a third
party as his or her proxy. This person does not need to be a
shareholder. In this case, the shareholder shall request an admission
card and forward it duly filled-out and signed to the proxy.

Alternatively, a shareholder may also instruct the independent proxy
pursuant to Art. 689c of the Swiss Code of Obligations to exercise
his or her vote, by returning the filled-out and signed reply and
proxy form. Unless otherwise noted by written instruction, the
independent proxy will approve the motions of the Board of Directors.
If a shareholder wishes to give instructions as to the vote to be
exercised, he or she may instruct the independent proxy accordingly.

In the event that proxies are issued to the Company, the vote will be
counted as having approved the motion of the Board of Directors. In
the latter two cases, no admission card has to be requested, the
return of the filled-out and signed reply and proxy form is
sufficient. If a shareholder would like to appoint his or her
custodian bank as proxy, he or she is kindly requested to ask for an
admission card and then to forward the admission card duly filled-out
and signed to the representative of the custodian bank.

Proxies of deposited shares pursuant to Art. 689d of the Swiss Code
of Obligations are kindly requested to inform ShareCommService AG,
Europa-Strasse 29, CH-8152 Glattbrugg, of the number, type and par
value of the shares they wish to represent as soon as possible but no
later than at the door opening on the date of the Ordinary General
Meeting of the Shareholders. Institutions subject to the Federal Law
on Banks and Savings Banks dated November 8, 1934, and as amended
from time to time, as well as professional asset managers qualify as
proxy holders of deposited shares.

About LifeWatch AG:

LifeWatch AG, headquartered in Neuhausen am Rheinfall, Switzerland
and listed on SIX Swiss Exchange (LIFE), is the leading healthcare
technology and solutions company, specializing in advanced
telemedicine systems and wireless remote patient monitoring services.
LifeWatch provides services to high-risk and chronically ill
patients, health conscious consumers and wellness programs. LifeWatch
has subsidiaries in the United States, the Netherlands, Japan, the
United Kingdom, Switzerland and Israel. LifeWatch AG is the parent
company of LifeWatch Services, Inc., a leading US-based wireless
remote telemedicine provider. LifeWatch services include Home Sleep
Testing for Obstructive Sleep Apnea patients under the brand name
NiteWatch. For additional information, please visit
www.lifewatch.com.

Sign-up for customized e-mail alerts and documentation requests is
available at http://production.investis.com/lifewatch/alert-service/

This press release includes forward-looking statements. All
statements other than statements of historical facts contained in
this press release, including statements regarding future results of
operations and financial position, business strategy and plans and
objectives for future operations, are forward-looking statements. The
words "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect" and similar expressions are intended to identify
forward-looking statements. LifeWatch AG has based these forward
looking statements largely on current expectations and projections
about future events and financial trends that it believes may affect
the financial condition, results of operations, business strategy,
short term and long term business operations and objectives, and
financial needs. These forward-looking statements are subject to a
number of risks, uncertainties and assumptions. In light of these
risks, uncertainties and assumptions, the forward-looking events and
circumstances described may not occur and actual results could differ
materially and adversely from those anticipated or implied in the
forward-looking statements. All forward-looking statements are based
only on data available to LifeWatch AG at the time of the issue of
this press release. LifeWatch AG does not undertake any obligation to
update any forward-looking statements contained in this press release
as a result of new information, future events or otherwise.

THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF
AMERICA AND SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR
PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS
PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES OF LIFEWATCH
AG OR ANY OF ITS SUBSIDIARIES FOR SALE IN THE UNITED STATES OR AN
INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OF LIFEWATCH
AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN ADDITION, THE
SECURITIES OF LIFEWATCH AG AND ITS SUBSIDIARIES HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S.
PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS. ANY
PUBLIC OFFERING OF SECURITIES TO BE MADE IN THE UNITED STATES WILL BE
MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM LIFEWATCH AG
OR ITS SUBSIDIARIES, AS APPLICABLE, AND WILL CONTAIN DETAILED
INFORMATION ABOUT THE ISSUER AND ITS MANAGEMENT AS WELL AS FINANCIAL
STATEMENTS OF THE ISSUER.

Attachments with Announcement:
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Further inquiry note:
Sensus Investor and Public Relations GmbH, Zürich:
Tel +41 43 366 55 11 | Fax +41 43 366 55 12
Email lifewatch@sensus.ch

end of announcement euro adhoc
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Attachments with Announcement:
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issuer: LifeWatch AG
Rundbuckstrasse 6
CH-8212 Neuhausen am Rheinfall
phone: +41 52 632 00 50
FAX: +41 52 632 00 51
mail: users@lifewatch.com
WWW: www.lifewatch.com
sector: Healthcare Providers
ISIN: CH0012815459
indexes: SPI, SPIEX
stockmarkets: free trade: Berlin, Open Market / XETRA: Frankfurt, Main Standard:
SIX Swiss Exchange
language: English