Leclanche : 04. July 2017 | Leclanché invitation to the upcoming Annual General Meeting of Share-holders

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.

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

1. Documentation

2. Participation and voting rights

3. Representation

4. Language

1. AGENDA

   Introduction by the Chairman of the Board of Directors.
2. Annual Report 2016, Consolidated Financial Statements 2016, Statutory Financial Statements 2016 and Compensation Report 2016 of LECLANCHÉ S.A.
3. 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.
4. Consultative Vote on the Compensation Report 2016 Proposal of the Board of Directors: to approve on a consultative basis the compensation report 2016.

   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.

5. Discharge of the Board of Directors Proposal of the Board of Directors: to discharge the members of the Board of Directors.
6. 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

7. Elections Board of Directors
8. 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.

9. 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.

10. 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.
11. 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.

12. Election of the Auditors Proposal of the Board of Directors: to re-elect PricewaterhouseCoopers SA, Lausanne as auditors for the financial year 2017.
13. 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.
14. 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.
15. 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	Proposed Version (changes underlined)
    Article 3 quater:	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 board of directors is authorized to in- crease the share capital, at any time until May 2, 2019, by a maximum amount of CHF 36,887,781* by issuing a maximum of 24,591,854* 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.]	[The rest of paragraph 1 as well as para- graphs 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 the authorized share capital pursuant to Article 3 quater of the Articles of Association and the conditional share capital pursuant to Article 3 quinquies of the Articles of Association. Therefore, the share capital of the Com- pany 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 capital.

16. 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 32,387,781* and to amend Article 3 quinquies of the Company's Articles of association as follows: