Ad hoc announcement pursuant to Art. 53 LR
YVERDON-LES-BAINS, Switzerland, 22nd December 2023 – Leclanché SA (SIX: LECN), one of the world’s leading energy storage companies, proposes certain changes to the composition of the Board of Directors due to the resignation of Mr Bernard Pons as member of the Board of Directors as per 31 December 2023 and the resignation of Mr Alexander Rhea from his position as chairman of the Board of Directors. Mr. Alexander Rhea will however remain a member of the Board of Directors. The Board of Directors proposes to elect two new members, Mr. Lex Bentner and Mr. Abdallah Chatila to the Board of Directors as well as to elect Mr. Lex Bentner as the new chairman of the Board of Directors. Therefore, Leclanché SA is convening an Extraordinary General Meeting on 12 January 2024 at 10:30 am (CET), at CEI – Rue Galilée 13, 1400 Yverdon-les-Bains, Switzerland, Meeting room: “Galilée” with the following agenda items:
1. Discharge of Bernard Pons
2. New Elections to the Board of Directors
3. Election of the Chairman of the Board of Directors
II. DOCUMENTATION AND VOTING INSTRUCTIONS
III. PARTICIPATION AND VOTING RIGHTS
Introduction by the Chairman of the Board of Directors.
Explanation: Mr. Bernard Pons declared that he resigns from the board of directors of LECLANCHE SA as of 31 December 2023. Pursuant to Art. 698 para. 2 no. 7 CO and LECLANCHE SA’s Articles of Association, the shareholders’ meeting has the responsibility to resolve on granting discharge to the members of the Board of Directors.
Proposal of the Board of Directors: The Board of Directors proposes to elect Mr. Lex Bentner as a new member of the Board of Directors for a term until the end of the next annual general meeting.
Explanation: The Board of Directors recommends the election of Mr. Lex Bentner as new member of the Board of Directors on the basis of his experience as outlined in the brief biography set out below:
Lex Bentner, currently serving as the Head of Public Transport at the City of Luxembourg, plays a key role in transforming the city’s public transportation system. His primary focus is on transitioning the city’s bus fleet and network to an all-electric setup, achieved through EU-wide public tendering and procurement processes. Mr. Bentner also handles complex projects, integrating industry advancements into operational standards.
Throughout his career, he has worked at CFL, the Luxembourgish national railway company, and ArcelorMittal. In 2007, he was appointed Head of Continuous Improvement and Engineering at a Luxembourg-based steel plant, where he concentrated on modernization efforts.
In addition to his professional roles, Mr. Bentner represents Luxembourg at the UITP (Union Internationale des Transports Publics) bus committee and is advising political leaders and national committees on workplace and industry best practices.
Born in Luxembourg in 1978, Lex Bentner holds a Master’s degree in Mechanical and Electrical Engineering from the University of Edinburgh and is currently pursuing an MBA at Heriot-Watt University’s Edinburgh Business School.
Proposal of the Board of Directors: The Board of Directors proposes to elect Mr. Abdallah Chatila as a new member of the Board of Directors for a term until the end of the next annual general meeting.
Explanation: The Board of Directors recommends the election of Mr. Abdallah Chatila as new member of the Board of Directors on the basis of his experience as outlined in the brief biography set out below:
Abdallah Chatila, born in 1974, is a Swiss-Lebanese entrepreneur and investor with over 28 years of experience, of which 15 years are in the real estate industry. A graduate of the Gemological Institute of Los Angeles, Abdallah Chatila began his professional career in the family high jewelry business in Geneva before transitioning into real estate. He is the President and founder of m3 GROUP, which employs over 700 staff members in Switzerland and France, generating a turnover of over 250 million Swiss francs. Presently, the group’s activities encompass real estate, hospitality, catering, banking, and healthcare sectors. Abdallah Chatila also holds significant expertise in M&A, having stakes in over 80 companies across healthcare, technology, and insurance sectors. A thoughtful philanthropist, Abdallah Chatila actively contributes to the canton’s development through his philanthropic initiatives and private equity endeavors. He also supports various charitable organizations in Geneva, Lebanon, and the Middle East through his sesam foundation.
Proposal of the Board of Directors: The Board of Directors proposes to elect Lex Bentner as new chairman of the Board of Directors for a term until the end of the next annual general meeting.
Explanation: Mr. Alexander Rhea declared that he resigns as chairman of the Board of Directors of LECLANCHE SA as per the end of the extraordinary general meeting on 12 January 2024. Mr. Alexander Rhea will remain a member of the Board of Directors. The Board of Directors thus proposes to elect Mr. Lex Bentner as new chairman of the Board of Directors.
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: areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf.
Electronic remote votes by proxy and voting instructions to the Independent Representative (netVote): shareholders may participate in the votes and elections by giving instructions to the Independent Representative electronically via https://leclanche.netvote.ch. The required login information will be sent to shareholders together with the written documents for the Extraordinary General Meeting. Changes to the electronically transferred instructions can be made until Wednesday, 10 January 2024, 11:59 am (CET). To the extent the shareholder does not provide specific instructions to the Independent Representative, she/he instructs the Independent Representative to vote her/his shares in favour of the proposals of the Board of Directors with respect to the items listed on the agenda. The same shall apply for additional or alternative proposals to the agenda items included in this invitation and for new agenda items.
Shareholders registered with voting rights in the share register as of 29 December 2023 at 17:00 (CET), 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 areg.ch ag at the address indicated above.
From 29 December 2023 at 17:00 (CET) to 12 January 2024, 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.
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 Representative.
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 Representative. The registration form with the completed and signed powers of attorney should be submitted to areg.ch 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 areg.ch 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.
The Extraordinary General Meeting of shareholders will be held in English.
Yverdon-les-Bains, 22 December 2023 For the Board of Directors
Leclanché is a world leading provider of low-carbon footprint energy storage solutions based on lithium-ion cell technology. Established in 1909 in Yverdon-les-Bains, Switzerland, Leclanché’s history and heritage is rooted in battery and energy storage innovation. The company’s Swiss culture for precision and quality, together with its production facilities in Germany, make Leclanché the partner of choice for companies seeking the very best in battery performance and who are pioneering positive changes in how energy is produced, distributed and consumed around the world. Leclanché is organised into three business units: energy storage solutions, e-Mobility solutions and specialty battery systems. The company currently employs over 350 people with representative offices in eight countries around the world. Leclanché is listed on the Swiss Stock Exchange (SIX: LECN).
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.
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Pasquale Foglia / Pierre Blanc
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