15.05.2018 – 19:12

Leclanché SA

EQS-Adhoc: Leclanché SA: Invitation to the upcoming Annual General Meeting of Shareholders

EQS Group-Ad-hoc: Leclanché SA / Key word(s): AGM/EGM/AGM/EGM
Leclanché SA: Invitation to the upcoming Annual General Meeting of Shareholders

15-May-2018 / 19:06 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.

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Invitation to the upcoming Annual General Meeting of Shareholders

* Annual General Meeting to be held on the 6thof June 2018 in Yverdon-les-Bains.

Yverdon-les-Bains, Switzerland, 16thof May 2018:Leclanché SA (SIX Swiss
Exchange: LECN), the fully
vertically integrated battery energy storage solution provider, publishes today
the invitation to its Annual General Meeting of shareholders, which will take
place on the 6th of June 2018 at 10:00 a.m. (doors open at 9.30 a.m.), at
Y-PARC, Rue Galilée 7, CH-1400 Yverdon-les-Bains.


I. Agenda
1. Annual Report 2017, Consolidated Financial Statements 2017, Statutory
Financial
Statements 2017 and Compensation Report 2017 of LECLANCHÉ S.A.
2. Discharge of the Board of Directors
3. Appropriation of Profits Resulting from the Balance Sheet
4. Elections Board of Directors
5. Election of the Auditors 3
6. Election of the Independent Proxy
7. Set-off of Capital Contribution Reserves with Accumulated Losses
8. Amendment of the Articles of Association / Creation of Authorized Share
Capital
9. Amendment of the Articles of Association / Creation of Conditional Share
Capital
10. Vote on the compensation of the Board of Directors and the Executive
Committee
II. Documentation
III. Participation and voting rights
IV. Representation
V. Language

I. Agenda

Introduction by the Chairman of the Board of Directors.

1.Annual Report 2017, Consolidated Financial Statements 2017, Statutory
Financial
Statements 2017 and Compensation Report 2017 of LECLANCHÉ S.A.

1.1 Approval of the Annual Report 2017, Consolidated Financial Statements 2017
and Statutory Financial Statements 2017 of LECLANCHÉ S.A.

Proposal of the Board of Directors: to approve the annual report 2017, the
consolidated
financial statements 2017 and the statutory financial statements 2017 of
LECLANCHÉ S.A.

1.2Consultative Vote on the Compensation Report 2017

Proposal of the Board of Directors: to approve on a consultative basis the
compensation
report 2017.

Explanation: In line with the recommendations of the Swiss Code of Best Practice
for
Corporate Governance, the Board of Directors is seeking your endorsement of the
compensation report 2017 on a consultative basis.

2.Discharge of the Board of Directors

Proposal of the Board of Directors: to discharge the members of the Board of
Directors.

3.Appropriation of Profits Resulting from the Balance Sheet

Loss for the year 2017 kCHF -42,432.83
Balance brought forward from previous year kCHF -68,778.00
Total accumulated losses kCHF -111,210.83

Proposal of the Board of Directors:

Dividend for the year 2017 0.00
Transfer to the general reserve 0.00
Balance to be carried forward kCHF -111,210.83

4.Elections Board of Directors

4.1 Elections to the Board of Directors

Proposal of the Board of Directors: to re-elect the following members, each for
a term of office until the end of the next annual general meeting of
shareholders:

-Mr. Jim Atack

- Mr. Stefan A. Müller

- Mr. Adam Said

- Mr. David Ishag

- Mr. Tianyi Fan

- Ms. Cathy Wang

- Mr. Pierre-Alain Graf

4.2Election of the Chairman of the Board of Directors

Proposal of the Board of Directors: to re-elect Mr. Jim Atack as Chairman of the
Board of Directors for a term of office until the end of the next annual general
meeting of
shareholders.

4.3Elections to the Appointments and Remuneration Committee

Proposal of the Board of Directors: to re-elect the following members to the
Appointments andRemuneration Committee, each for the term of office until the
end of the next annual general meeting of shareholders:

- Mr. Jim Atack

- Mr. Stefan A. Müller

- Mr. Adam Said

- Mr. Pierre-Alain Graf

The Board of Directors intends to nominate Mr. Jim Atack as Chairman of the
Appointments and Remuneration Committee, subject to his re-election as a member
of the Appointments and Remuneration Committee.

5.Election of the Auditors

Proposal of the Board of Directors: to re-elect PricewaterhouseCoopers SA,
Lausanne as
auditors for the financial year 2018.

6.Election of the Independent Proxy

Proposal of the Board of Directors: to re-elect Mr. Manuel Isler,
attorney-at-law, Geneva, as Independent Proxy until the end of the next annual
general meeting of shareholders.

7.Set-off of Capital Contribution Reserves with Accumulated Losses

Proposal of the Board of Directors:The Board of Directors proposes to set off
reserves from capital contribution (as reflected in the Company's audited
balance sheet at December 31, 2017) in the amount of kCHF 1,881.59 respectively
with loss carry forwards in the amount of kCHF 111,210.83.

8.Amendment of the Articles of Association / Creation of Authorized Share
Capital

Proposal of the Board of Directors:The Board of Directors proposes to
re-increase the
existing authorized share capital to an amount of CHF 51,950,281.50*, to extend
the exercise period of the existing authorized share capital to May 1, 2020, and
to amend Article 3quaterpara. 1 of the Company's Articles of Association as
follows:

Current Version
Proposed Version (changes underlined)

Article 3quater:
Article 3quater:

The Board of Directors is authorized to
The Board of Directors is authorized to
increase the share capital, at any time until May 2, 2019, by a maximum amount
of CHF 32,583,426.00* by issuing a maximum of 21,722,284* fully paid up shares
with a nominal value of CHF 1.50 each. [.] increase the share capital, at any
time untilMay 1, 2020, by a maximum amount of CHF51,950,281.50*by issuing a
maximum of34,633,521* fully paid up shares with a nominal value of CHF 1.50
each. [.]

[The rest of paragraph 1 as well as
[The rest of paragraph 1 as well as
paragraphs 2, 3 and 4 remain unchanged.]
paragraphs 2, 3 and 4 remain unchanged.]
 
* the Company plans to increase its share capital between the date of this
invitation and the annual general meeting of shareholders by using authorized
share capital pursuant to Article 3quaterof the Articles of Association and
conditional share capital pursuant to Article 3quinquiesof the Articles of
Association. The Company wants to create the maximum authorized share capital
and conditional share capital. Therefore, the share capital of the Company and
the number of shares outstanding may change until the annual general meeting.
The Board of Directors will announce the final numbers (share capital, number of
shares outstanding as well as authorized and conditional share capital) at the
upcoming annual general meeting of shareholders at the latest.

Explanation to agenda items 8 and 9:In order to be able to fund investments
under the
Company's growth plan as well as in connection with projects for customers, the
Company is dependent on the flexibility of having further authorized and
conditional share capital.

9.Amendment of the Articles of Association / Creation of Conditional Share
Capital

Proposal of the Board of Directors:The Board of Directors proposes to
re-increase the
existing conditional share capital to an amount of CHF 47,450,280.00* and to
amend Article 3quinquiesof the Company's Articles of association as follows:

Current Version
Proposed Version (changes underlined)

Article 3quinquies:
Article 3quinquies:

The share capital may be increased in an amount not to exceed CHF 11,817,136.50*
through the issuance of up to 7,878,091* fully paid-up shares with a nominal
value of CHF 1.50 per share. [.] The share capital may be increased in an amount
not to exceed CHF47,450,280.00*through the issuance of up to31,633,520*fully
paid-up shares with a nominal value of CHF 1.50 per share. [.]

[The rest of paragraph 1 as well as
[The rest of paragraph 1 as well as
paragraphs 2, 3, 4 and 5 remain
paragraphs 2, 3, 4 and 5 remain
unchanged.]
unchanged.]
 
* refer to note on agenda item 8

10.Vote on the compensation of the Board of Directors and the Executive
Committee

10.1 Compensation for the Board of Directors

Proposal of the Board of Directors:approval of the maximum aggregate amount of
compensation of the Board of Directors for the term until the 2019 Annual
General Meeting of CHF 600,000.

Explanation: The enclosed Annex 1 sets out further details in relation to the
proposed votes on compensation amounts for the Board of Directors.

10.2Compensation for the Members of the Executive Committee

Proposal of the Board of Directors:approval of the maximum aggregate amount of
the
Executive Committee for the financial year 2019 of CHF 4,700,000.

Explanation:The enclosed Annex 1 sets out further details in relation to the
proposed votes on compensation amounts for the Executive Committee.

II.Documentation

Enclosed with the invitation sent to shareholders are a registration form and an
instruction form which shareholders are asked to complete and return by mail to
the following address if they wish to attend, or to be represented at, the
shareholders' meeting: Computershare Schweiz AG,
LECLANCHÉ S.A., Baslerstrasse 90, Postfach, 4601 Olten, Schweiz.

The annual report 2017 which contains the consolidated financial statements, the
statutory financial statements as well as the auditor's report and the
compensation report 2017 are available to
shareholders at the Company's headquarters. The annual report and the
compensation report are also available on Leclanché's website
atwww.leclanche.com.

Leclanché SA offers its shareholders the opportunity to register on the online
platform
"InvestorPlatform"https://ip.computershare.ch/leclanche. This platform allows
shareholders
registered in the share register to order their entrance card or to grant power
of attorney and issue instructions for the exercise of voting rights to the
independent proxy electronically. The personal access data to this platform are
printed on the registration form. Shareholders may grant power of attorney and
issue voting instructions to the independent proxy until the close of the online
voting period on June 3, 2018 at 11:59 p.m.

III.Participation and voting rights

Shareholders registered with voting rights in the share register as of May 31,
2018 at 17:00, will be authorised to participate and to vote at the
shareholders' meeting. They will receive their entrance card and voting material
upon returning the registration form or by contacting Computershare Schweiz AG
at the address indicated above.

From May 31, 2018 at 17:00 to June 6, 2018, no entries will be made in the share
register which would create a right to vote at the shareholders' meeting.
Shareholders who sell part or all of their shares during this period are no
longer entitled to vote to that extent. They are requested to return or to
exchange their admission card and voting material.

IV.Representation

Shareholders who do not intend to participate in the shareholders' meeting
personally may be
represented by another person authorized by a written proxy who does not need to
be a
shareholder or by the Independent Proxy. The representatives do not need to be
shareholders.

Mr. Manuel Isler, attorney-at-law, c/o BMG Avocats, 8C, avenue de Champel, P.O.
Box 385, CH-1211 Geneva, acts as the Independent Proxy. The registration form
with the completed and signed
powers of attorney should be submitted to Computershare Schweiz AG at the
address indicated above.

Shareholders who wish to be represented by another person should send their
registration form with the completed and signed power of attorney to the
attention of Computershare Schweiz AG at the address indicated above. The
admission card and the voting material will then be sent directly to the address
of their designated representative.

V.Language

The annual general meeting of shareholders will be held in English.

Yverdon-les-Bains, 16 May 2018 For the Board of Directors

The Chairman
Jim Atack

A.ANNEX 1: EXPLANATIONS TO AGENDA ITEM 10

As required by the Ordinance against Excessive Compensation in Listed Stock
Corporation (OaEC) and the Articles of Association, the Board of Directors will
propose for shareholders' approval:

1. the maximum aggregate amount of Board of Directors' compensation for the
period until the next AGM in 2019[1]

2. the maximum aggregate amount of the Executive Committee's compensation for
the financial year 2019[2]

The proposed amounts submitted for approval at this year's Annual General
Meeting of
Shareholders are aligned with our compensation policy.

Also, we have given you the opportunity to vote under agenda item 1.2 on a
consultative basis on the compensation report 2017.

Explanations Concerning the Proposed Maximum Compensation Amount of the Board of
Directors (Agenda Item 10.1)

The proposed aggregate maximum compensation amount of CHF 600,000 is payable to
the Board of Directors and, as an indication, consists of fixed fees.

In addition, the Company pays compulsory social security insurance contributions
as required by law. No variable compensation or pension benefits are awarded to
members of the Board of Directors.

Explanations Concerning the Proposed Maximum Compensation Amount of the
Executive
Committee for the Financial Year 2019 (Agenda Item 10.2)

The Board of Directors is seeking approval for CHF 4,700,000 as the maximum
aggregate amount of the Executive Committee's compensation for the financial
year 2019.

In accordance with the Articles of Association, the Board of Directors submits
at each year to the Annual General Meeting of Shareholders for approval the
maximum compensation of the Executive Committee for the next financial year. The
proposed aggregate maximum compensation amount includes the base salary, the
variable short-term compensation (bonus) as well as the variable long-term
compensation paid or awarded in that year.

As disclosed in the compensation report 2017, the Company paid compensation to
the Executive Committee in the aggregate amount of CHF 2,389,300 in the
financial year 2017. The proposed
aggregate maximum compensation amount is in line with the Company's current
compensation
policy.

The aggregate maximum compensation amount is a budget and based on the
assumption that each member of the Executive Committee and the Company will have
fully achieved all the targets.

It should not be regarded as the compensation amount that will be actually paid
or awarded.

In addition, the Company pays compulsory social security insurance contributions
as required by law.

Documentation

Shareholders registered with voting rights in the share register of the Company
as of the 31st of May will be authorized to participate and vote at the Annual
General Meeting.

The detailed agenda concerning the Annual General Meeting can be downloaded on
the Company's web site: www.leclanche.com/investor-relations.

Shareholder, Analyst and Investor contacts:
E-Mail:invest.leclanche@leclanche.com
Tel.: +41 (0) 24 424 65 00

* * * * *
About Leclanché

Headquartered in Switzerland, Leclanché SA (SIX: LECN) is a leading provider of
high quality energy storage solutions designed to accelerate our progress
towards a clean energy future.

Leclanché's history and heritage is rooted in over 100 years of battery / energy
storage innovation. The Company is a trusted provider of energy storage
solutions globally, which coupled with the company's tradition of Swiss
precision and highest quality engineering, continues to make Leclanché the
partner of choice for both disruptors, established companies and governments who
are pioneering positive changes in how energy is produced, distributed and
consumed around the world.

The energy transition is being driven primarily by changes in our electricity
networks and advancements in all types of EVs, and these two end markets form
the backbone of our strategy and business model. Leclanché is at the heart of
the convergence of the electrification of transport and the changes in the
distribution network. Leclanché is the only listed pure play energy storage
company in the world and is listed on the Swiss Stock Exchange.

SIX Swiss Exchange: ticker symbol LECN | ISIN CH 011 030 311 9

Disclaimer

This press release contains certain forward-looking statements relating to
Leclanché's business, which can be identified by terminology such as
"strategic", "proposes", "to introduce", "will", "planned", "expected",
"commitment", "expects", "set", "preparing", "plans", "estimates", "aims",
"would", "potential", "awaiting", "estimated", "proposal", or similar
expressions, or by expressed or implied discussions regarding the ramp up of
Leclanché's production capacity, potential applications for existing products,
or regarding potential future revenues from any such products, or potential
future sales or earnings of Leclanché or any of its business units.

You should not place undue reliance on these statements. Such forward-looking
statements reflect the current views of Leclanché regarding future events, and
involve known and unknown risks, uncertainties and other factors that may cause
actual results to be materially different from any future results, performance
or achievements expressed or implied by such statements. There can be no
guarantee that Leclanché's products will achieve any particular revenue levels.
Nor can there be any guarantee that Leclanché, or any of the business units,
will achieve any particular financial results.

* * * * *
[1]This amount does not include compulsory social charges contributions,
estimated to amount to approximately CHF 7,500.

[2]This amount does not include compulsory social charges contributions,
estimated to amount to approximately CHF 650,000.

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End of ad hoc announcement------------------------------------------------------

Language: English

Company:  Leclanché SA

          Av. des Sports 42

          1400 Yverdon-les-Bains

          Switzerland

Phone:    +41 (24) 424 65-00

Fax:      +41 (24) 424 65-20

E-mail:    investors@leclanche.com

Internet: www.leclanche.com

ISIN:     CH0110303119, CH0016271550

Valor:    A1CUUB, 812950

Listed:   SIX Swiss Exchange



 

End of Announcement EQS Group News Service

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686305  15-May-2018 CET/CEST