Investor Communications

Leclanché invitation to the upcoming Annual General Meeting of Shareholders

Tue Jul 4
  • Annual General Meeting to be held on the 26th of July 2017 in Yverdon-les-Bains.

Yverdon-les-Bains, Switzerland, 5th of July 2017: 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 26th of July 2017 at 10:00 a.m. (doors open at 9.30 a.m.), at Y-PARC, Rue Galilée 7, CH-1400 Yverdon-les-Bains.

Agenda
1. Annual Report 2016, Consolidated Financial Statements 2016, Statutory Financial Statements 2016 and Compensation Report 2016 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
6. Election of the Independent Proxy
7. Set-off of Capital Contribution Reserves with Accumulated Losses
8. Creation of Authorized Share Capital
9. Creation of Conditional Share Capital
10. Vote on the compensation of the Board of Directors and the Executive Committee
11. Opting-up
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 2016, Consolidated Financial Statements 2016, Statutory Financial Statements 2016 and Compensation Report 2016 of LECLANCHÉ S.A.
1.1 Approval of the Annual Report 2016, Consolidated Financial Statements 2016 and Statutory Financial Statements 2016
Proposal of the Board of Directors: to approve the annual report 2016, the consolidated financial statements 2016 and the statutory financial statements 2016 of LECLANCHÉ S.A.
1.2 Consultative Vote on the Compensation Report 2016
Proposal of the Board of Directors: to approve on a consultative basis the compensation report 2016.
2
Explanation: In line with the recommendations of the Swiss Code of Best Practice for Cor-porate Governance, the Board of Directors is seeking your endorsement of the compensa-tion report 2016 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 2016 kCHF -64,009.30
Balance brought forward from previous year kCHF -14,940.20
Total accumulated losses kCHF -78,949.50
Proposal of the Board of Directors:
Dividend for the year 2016 0.00
Transfer to the general reserve 0.00
Balance to be carried forward kCHF -78,949.50

4. Elections Board of Directors

4.1 Re-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
Explanation: Mr. Peter Wodtke does not stand for re-election.

4.2 New Elections to the Board of Directors

Proposal of the Board of Directors: to elect Mr. Pierre-Alain Graf, Mr. Peter H. Fletcher and Mr. Tianyi Fan as new members to the Board of Directors.

Explanation: Pierre-Alain Graf has been a resilient, international CEO in telecommunica-tion businesses, power infrastructures and high tech industries. He was the CEO of Swissgrid from October 2008 to 2015 and has successfully managed the transfer of high-voltage network and the reorganization of the company. Before this role, he worked for Cisco Systems as General Manager Switzerland, at COLT Telecom Europe in London and Stockholm as well as at Credit Suisse in Zurich and London. Pierre-Alain Graf has a degree from University of Basel, the University of St. Gallen, Harvard Business School and the In-ternational Banking School in New York.

Mr. Peter H. Fletcher is the Managing Director of PHF Capital Inc., based in Canada. PHF Capital Inc. advises family offices on international investments, asset allocation and family office related issues. Mr. Fletcher has garnered over forty years of successful international experience that covers a broad spectrum of financial management functions in the trust and banking industry in Canada, Australia, Bermuda, Hong Kong and Switzerland. In addition to holding numerous directorships of investment funds and companies, he has served on vari-ous international governments’ financial regulatory bodies and holds the professional desig-nation of Chartered Financial Analyst. Mr. Fletcher is also founder and chair of the re-nowned Club B – a non-profit international investment forum for family offices. Club B is de-voted to providing authoritative insight on global market trends and asset allocation through its annual events.

Mr. Tianyi Fan is Director of the Industry Department as part of Golden Partner Asset Man-agement Co (Shanghai), which is a 100% subsidiary of Golden Partner Holding Co Luxem-bourg, whose associated and affiliated vehicles are the largest shareholders in Leclanché. Industry Department is responsible for post-investment management and added value sup-port to the portfolio companies. Prior to this he was Director of the Research Department, undertaking project analysis and due diligence on investments, and being responsible for corporate risk control. He has been following Leclanché since Golden Partner’s initial pur-chase of an interest in December 2015. He has also been active in trying to identify poten-tial partners for Leclanché in the lucrative Chinese EV and stationary storage markets. Prior to working at Golden Partner, Tianyi Fan worked at Shanghai Zesheng Investment Man-agement Ltd. where he was responsible for portfolio management, and particularly sectoral analysis. He monitored companies on the Chinese A-Share market. He has also worked at Unilever in China. Tianyi Fan has a Bachelor’s Degree in Physics from Fudan University.

4.3 Election 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 sharehold-ers.

4.4 Elections to the Appointments and Remuneration Committee
Proposal of the Board of Directors: to re-elect the following members to the Appoint-ments and Remuneration 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

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 2017.

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, 2016) in the amount of KCHF 10,171.5 respectively with loss carry forwards in the amount of KCHF 78,949.5.

8. 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 36,887,781*, to extend the exercise period of the existing authorized share capital to May 2, 2019, and to amend Article 3 qua-ter para. 1 of the Company’s Articles of Association as follows:

Current Version

Article 3 quater:

The board of directors is authorized to in-crease the share capital, at any time until May 3, 2018, by a maximum amount of CHF 20,269,188* by issuing a maximum of 13,512,792* fully paid up shares with a nominal value of CHF 1.50 each.

[The rest of paragraph 1 as well as para-graphs 2, 3 and 4 remain unchanged.]

Proposed Version (changes under-lined)

Article 3 quinquies:

The share capital may be increased in an amount not to exceed CHF 32,387,781* through the issuance of up to 21,591,854* fully paid-up shares with a nominal value of CHF 1.50 per share. […]
[The rest of paragraph 1 as well as para-graphs 2, 3, 4 and 5 remain 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 com-pensation of the Board of Directors for the term until the 2018 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.

10.2 Compensation 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 2018 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.

11. Opting-up

This agenda item was requested by LECN Co- Invest, Commerce House, Wickhams Cay1, Road Town Tortola, BVI (“LECN Co-Invest”) and ACE Energy Efficiency SPC, Cricket Square, Hutchins Drive, Grand Cayman, KY1-111, Cayman Islands (“ACE EE”)

Proposal of LECN Co-Invest and ACE EE: LECN Co-Invest and ACE EE propose that the shareholders approve the following motions:

1. introduction of an opting-up increasing the threshold of 33.3% of the voting rights to 49% of the voting rights in connection with the duty to submit a mandatory offer; and

2. adoption of the following article 5 of the articles of association:

Proposed Version
Article 5:
Anyone who directly, indirectly or acting in concert with third parties ac-quires equity securities which, added to the equity securities already owned, exceed the threshold of 49% of the voting rights, whether exercis-able or not, must make an offer to acquire all listed equity securities of Le-clanché SA (art. 135 FMIA).

Explanations provided by LECN Co-Invest and ACE EE: There is a possibility that a strategic or financial investor may wish to invest in Leclanché S.A. but on the condition that it is exempted from the mandatory public tender offer, i.e., an offer to the shareholders of Leclanché S.A. to acquire their shares to a minimum price corresponding to the higher price of (i) the market price or (ii) the highest price this investor paid for shares of the same com-pany within the last 12 months since the offer. The purpose of the proposal is to offer to the board of directors a greater flexibility in a context of financing.

The Board of Directors supports this proposal.

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, Basler-strasse 90, Postfach, 4601 Olten, Schweiz.

The annual report 2016 which contains the consolidated financial statements, the statutory finan-cial statements as well as the auditor’s report and the compensation report 2016 are available to shareholders at the Company’s headquarters. The annual report and the compensation report are also available on Leclanché’s website at www.LECLANCHÉ.com.

Leclanché SA offers its shareholders the opportunity to register on the online platform www.ecomm-portal.com (eComm). This platform allows shareholders registered in the share regis-ter 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 in-structions to the independent proxy until the close of the online voting period on July 22, 2017 at 11:59 p.m.

III. PARTICIPATION AND VOTING RIGHTS

Shareholders registered with voting rights in the share register as of July 14, 2017 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 July 14, 2017 at 17:00 to July 26, 2017, 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 rep-resented 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, 5 July 2017 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 20181
2. the maximum aggregate amount of the Executive Committee’s compensation for the financial year 20182
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 re-port 2016.

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 com-pensation 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 2018 (Agenda Item 10.2)

The Board of Directors is seeking approval for CHF 4,700,000 as the maximum aggregate amount of the Executive Com-mittee’s compensation for the financial year 2018.

In accordance with the Articles of Association, the Board of Directors submits at each year to the Annual General Meet-ing 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 2016, the Company paid compensation to the Executive Committee in the ag-gregate amount of CHF 3,259,609 in the financial year 2016. 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 Ex-ecutive Committee will have fully achieved all the targets under the Company’s variable short-term compensation plans (bonus) and all criteria under our allocation grid for the variable long-term compensation. It should not be regarded as the compensation amount that will be actually paid or awarded. The actualcompensation will depend on individual perfor-mance and targets achievement.

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

1 This amount does not include compulsory social charges contributions, estimated to amount to approximately CHF 12,500.
2 This amount does not include compulsory social charges contributions, estimated to amount to approximately CHF 650,000.

Documentation
Shareholders registered with voting rights in the share register of the Company as of the 10th of July will be authorised 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.le-clanche.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 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 and energy storage innovation and the Company is a trusted provider of energy storage solutions globally. This coupled with the Company’s culture of German engineering and Swiss precision and quality, 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 the management of our electricity networks and the electrification of transport, 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, organised along three business units: stationary storage solutions, e-Transport solutions and specialty batteries systems. Leclanché is listed on the Swiss Stock Exchange (SIX: LECN).

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.

 

Contacts Leclanché

 

Media Switzerland /Europe:

Thierry Meyer

T: +41 (0) 79 785 35 81

E-mail: tme@dynamicsgroup.ch

 

Media North America:

Henry Feintuch / Ashley Blas

T: +1-914-548-6924 / +1-509-494-4053

E-mail: leclanche@feintuchpr.com  

 

Media Germany:

Christoph Miller

T: +49 (0) 711 947 670

E-mail: leclanche@sympra.de

 

Investor Contacts:

Anil Srivastava / Hubert Angleys

T: +41 (0) 24 424 65 00

E-mail: invest.leclanche@leclanche.com