00 am Swiss TimeInvitation to the Upcoming Annual General Meeting of Shar
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Leclanché SA / Key word(s): AGMEGM Ad hoc announcement pursuant to Art. 53 LR
Invitation to the Upcoming Annual General Meeting of Shareholders to be Held on 5 August 2025 at 10:00 am Swiss Time
YVERDON-LES-BAINS, Switzerland, 30 June, 2024 – LECLANCHE SA, (SIX: LECN), one of the world’s leading energy storage companies is convening its Annual Ordinary General Meeting on 5 August 2025 at 10:00 am (CEST), at Hotel La Prairie, Avenue des Bains 9, 1400 Yverdon-les-Bains, Switzerland.
[Non-binding translation of French original] ANNUAL GENERAL MEETING OF SHAREHOLDERS The shareholders are invited to attend the annual general meeting of shareholders of LECLANCHE SA (the "Company") on 5 August 2025 at 10:00 am (CEST) (doors open at 9:30 am (CEST)), at La Prairie Hotel, 9 Avenue des Bains, 1400 Yverdon-les-Bains, Switzerland. 2. Appropriation of Available Earnings 3. Discharge of the Board of Directors and of the Executive Committee 4. Elections of the Board of Directors and Appointment and Remuneration Committee 5. Vote on the Compensation of the Board of Directors and the Executive Committee 6. Election of the Independent Representative 8. Financial Restructuring Measures and Ordinary Capital Increase 9. Increase of Conditional Capital pursuant to Article 3ter 10. Change to the corporate name of the Company III. DOCUMENTATION AND VOTING INSTRUCTIONS IV. PARTICIPATION AND VOTING RIGHTS Annex 1: Explanations to Agenda Item 5
Introduction by the Chairman of the Board of Directors. Annual Report 2024, Consolidated Financial Statements 2024, Statutory Financial Statements 2024 and Compensation Report 2024 of LECLANCHE SA Proposal of the Board of Directors: to approve the Annual Report 2024, the Consolidated Financial Statements 2024 and the Statutory Financial Statements 2024 of LECLANCHE SA. Explanation: As per Art. 698 para. 2 no. 3 and 4 Swiss Code of Obligations ("CO") as well as LECLANCHE SA's Articles of Association, the Board of Directors presents the Annual Report 2024, the Consolidated Financial Statements 2024 and the Statutory Financial Statements 2024 for shareholders' approval. LECLANCHE SA's auditor FORVIS MAZARS SA has reviewed these reports and recommends their approval. Consultative Vote on the Compensation Report 20 Proposal of the Board of Directors: to approve, on a consultative basis, the Compensation Report 2024. 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 2024 on a consultative basis. The Compensation Report, part of the Annual Report, reflects the remuneration structure, governance, and the compensation awarded to the members of the Board and the Executive Committee in the reporting year. The legally required sections of the Compensation Report have been audited by FORVIS MAZARS SA, who confirmed in their Audit Report, also included in the Annual Report, compliance with the law and LECLANCHE SA's Articles of Association.
Appropriation of Available Earnings Loss for the year 2024 CHF -101,523,569.15 Balance carried forward from previous year CHF 27,262,757.08 Total accumulated losses CHF -74,260,812.07 Proposal of the Board of Directors: Dividend for the year 2024 0.00 Balance to be carried forward CHF -74,260,812.07
Explanation: In accordance with Art. 698 para. 2 no. 4 CO and LECLANCHE SA's Articles of Association, it is the responsibility of the Annual General Meeting to approve the appropriation of available earnings, including the determination of the dividend.
Discharge of the Board of Directors and of the Executive Committee Proposal of the Board of Directors: to discharge all members of the Board of Directors and of the Executive Committee for their activities in the 2024 financial year. Explanation: Pursuant to Art. 698 para. 2 no. 7 CO and LECLANCHE SA's Articles of Association, the Annual General Meeting has the responsibility to grant discharge to the members of both the Board of Directors and the Executive Board. Elections of the Board of Directors and Appointment and Remuneration Committee Elections of the Board of Directors The Board of Directors takes note of the resignation of Mr. Shanu Sherwani as member of the Board of Directors as per 18 March 2025. Proposal of the Board of Directors: to elect the following member(s) of the Board of Directors, each for a term of office until the end of the next Annual General Meeting of shareholders:
Explanation: In accordance with Art. 698 para. 2 no. 2 CO and LECLANCHE SA's Articles of Association, the Annual General Meeting has to elect the members of the Board of Directors, who serve for a term of one year until the end of the next annual general meeting as stipulated by law. Each of the current members of the Board of Directors is standing for re-election at the Annual General Meeting for a one-year term until the end of the next annual general meeting, except for Mr. Shanu Sherwani who has resigned from the Board of Directors as of 18 March 2025. Additional details about the board members up for election may be found in the Annual Report 2024. Re-Election of the Chairman of the Board of Directors Proposal of the Board of Directors: to re-elect Mr. Lex Bentner as Chairman of the Board of Directors for a term of office until the end of the next Annual General Meeting of shareholders. Explanation: In accordance with Art. 698 para. 3 no. 1 CO and LECLANCHE SA's Articles of Association, the Annual General Meeting has the responsibility to elect the Chairman of the Board of Directors, who is appointed for a one-year term until the end of the next annual general meeting as stipulated by law. Re-Election of the Appointment and Remuneration Committee Proposal of the Board of Directors: to re-elect the following members to the Appointments and Remuneration Committee, each for a term of office until the end of the next Annual General Meeting of shareholders:
Explanation: According to Art. 698 para. 3 no. 2 CO and LECLANCHE SA's Articles of Association, the Annual General Meeting is responsible for the election of the members of the Compensation Committee. Their term of office is limited by law to one year until the end of the next annual general meeting, and only members of the Board of Directors may be elected.
Vote on the Compensation of the Board of Directors and the Executive Committee Compensation for the Board of Directors Proposal of the Board of Directors: to approve of the maximum aggregate amount of compensation of the Board of Directors for the term until the 2026 Annual General Meeting of CHF 600,000.00. Explanation: In accordance with Art. 698 para. 3, no. 4 CO and LECLANCHE SA's Articles of Association, it is the responsibility of the Annual General Meeting to approve the compensation of the Board of Directors. The enclosed Annex 1 sets out further details in relation to the proposed vote on the compensation for the Board of Directors. The proposed amount is identical to that of the prior year. Compensation for the Members of the Executive Committee Proposal of the Board of Directors: to approve of the maximum aggregate amount of the Executive Committee for the financial year 2026 of CHF 2,350,000.00. Explanation: Under Art. 698 para. 3 no. 4 CO and LECLANCHE SA's Articles of Association, the Annual General Meeting has to approve the compensation of the Executive Committee. The enclosed Annex 1 sets out further details in relation to the proposed votes on compensation amounts for the Executive Committee. The proposed amount is identical to that of the financial year 2025. Election of the Independent Representative Proposal of the Board of Directors: to elect BMG Avocats, 8C, avenue de Champel, P.O. Box 385, CH-1211 Geneva, represented by Mr. Manuel Isler, attorney-at-law, Geneva, and/or Mr. Rocco Rondi, attorney-at-law, Geneva as Independent Representative until the end of the next Annual General Meeting of shareholders. Explanation: In line with Art. 698 para. 3 no. 3 CO and LECLANCHE SA's Articles of Association, the Annual General Meeting is charged with the election of the Independent Representative.
Proposal of the Board of Directors: to re-elect FORVIS MAZARS SA, Lausanne, as statutory auditors for the financial year 2025. Explanation: As per Art. 698 para. 2 no. 2 CO and LECLANCHE SA's Articles of Association, it is the responsibility of the Annual General Meeting to elect the Auditor.
Financial Restructuring Measures and Ordinary Capital Increase 8.1 Overview As per 31 December 2024, the Company was over-indebted according to Art. 725b CO, but has sufficient subordinations in place to cover the negative equity, and further continues to face limited access to liquidity. During 2024, debt owed to SEF-Lux[1] and Golden Partner Holding S.à r.l. in the aggregate amount of approx. CHF 33,470,000 was subordinated for addressing the over-indebtedness, which improved the balance sheet position of the Company temporarily. In addition, in March and April 2025, debt owed to SEF-LUX and Golden Partner Holding S.à r.l. in the amount of CHF 25,409,113 was converted into 250,158,338 registered shares of the Company issued out of the conditional capital. Given the ongoing financial distress situation of the Company, the following further financial restructuring measures are proposed, which are aimed at improving the balance sheet situation. Specifically, the Board of Directors proposes a conversion of existing debt in the maximum amount of up to CHF 18,045,607.94094 into equity through an ordinary capital increase. In order to achieve this debt-to-equity conversion, the Board of Directors has agreed with Strategic Equity – Renewable Energy ("SEF" or the "Lender") to convert a portion of their debt owed to the Lender in the aggregate amount of CHF 18,045,607.94094 (the "Debt") into equity, whereby a capital increase in the aggregate maximum nominal amount of up to CHF 11,287,676.20 (issuance of a maximum up to 112,876,762 registered shares of the Company with a par value of CHF 0.10 each) is proposed, subject to fulfilment of the requirements pursuant to Swiss law and subject to approval of the shareholders' meeting of the Company (the "Debt-to-Equity-Conversion") (see agenda item 8.2). Further, to gain further flexibility in fundraising and/or financial restructurings, the Board of Director proposes to (i) amend article 3quinquies of the Articles of Association of the Company, increasing the conditional capital available for financing purposes (see agenda item 8.3) and (ii) to introduce a new capital band, thereby adopting a new article 3quater into the Articles of Association of the Company (see agenda item 8.4). SEF has committed to convert the following amounts into equity:
In order to implement the Debt-to-Equity-Conversion, the subscription rights of shareholders will have to be excluded in connection with the required capital increase, which requires shareholders’ approval with a qualified majority. The Debt is to be converted into shares of the Company at the 75% Volume Weighted Average Price (VWAP) calculated over the 60 days preceding 31 May 2025. The proposed Debt-to-Equity-Conversion shall serve to improve the financial status of the Company and its balance sheet position. If approved by the Annual General Meeting 2025, the Board of Directors will have to implement the Debt-to-Equity-Conversion within six months after the shareholders' meeting. The implementation requires meeting SIX Swiss Exchange's requirements with respect to listing of new shares. 8.2 Ordinary Capital Increase for Debt-to-Equity-Conversion Proposal of the Board of Directors: The Board of Directors proposes to increase the Company's share capital in the maximum amount of up to CHF 11,287,676.20 to bring it from CHF 102,542,298.40to a maximum amount of up to CHF 113,829,974.60 by way of an ordinary capital increase as follows:
Subject to completion and registration of this capital increase, the share premium resulting shall be set-off against losses carried forward in an amount of CHF 6,757,931.74 for restructuring purposes.
Explanation: The Company has a negative equity and is over-indebted in the sense of Art. 725b CO. There is an urgent need to address this situation and to financially restructure the Company. For improving the financial status of the Company and its balance sheet position, the Debt-to-Equity-Conversion is proposed. In order to implement the Debt-to-Equity Conversion and to issue the required number of new shares to the Lender, it is necessary to increase the Company's share capital in the maximum aggregate nominal amount of CHF 11,287,676.20, thereby excluding the subscription rights of shareholders. In line with Art. 650 CO, it is the responsibility of the Annual General Meeting to approve an ordinary increase of the share capital; for the proposed capital increase to achieve the Debt-to-Equity Conversion, a qualified quorum is required pursuant to Art. 704 para. 1 no. 3 and no. 4 CO. It applies due to the nature of the Debt-to-Equity Conversion with an offset of claims against debt resulting from the subscription of new shares and the exclusion of the subscription rights of shareholders. In a view to potentially rely on an exemption from the stamp duty, it is proposed that for book-keeping purposes the share premium created through the capital increase will be instantly set-off against losses carried forward as of completion of the capital increase. 8.3 Increase of Conditional Capital pursuant to Article 3quinquies Proposal of the Board of Directors: Subject to the approval of agenda item 8.2 regarding the ordinary capital increase of the Company and completion of such increase, the Board of Directors proposes to amend article 3quinquies of the Articles of Association the authorisation of the Board of Directors (proposed amendments underlined).
Explanation: In case the capital increase as proposed in agenda item 8.2 is approved by the shareholders' meeting, an increase of the conditional capital gives the Board of Directors further flexibility and possibility to raise further funding and improving the financial status of the Company. 8.4 Adoption of Capital Band Proposal of the Board of Directors: Subject to the approval of agenda item 8.2 regarding the ordinary capital increase of the Company and completion of such increase, the Board of Directors proposes to adopt a new Article 3quater of the Articles of Association to allow the Board of Directors to increase the share capital of the Company by issuing up to 569,149,873 new shares or to reduce the share capital by eliminating up to 569,149,873 shares (proposed amendments underlined).
Explanation: In case the capital increase as proposed in agenda item 8.2 is approved by the shareholders' meeting, the adoption of a new capital band gives the Board of Directors further flexibility and possibility to raise further funding and improving the financial status of the Company. The Board of Directors further proposes to include in the capital band provision that the decision to increase the capital pursuant to this article 3quater requires a presence quorum of 80% of the Board of Directors and the approval by the votes of 80% of the Board of Directors present and entitled to vote. This mechanism shall ensure that a decision to increase the share capital out of the capital band is widely supported by the members of the Board of Directors.
Increase of Conditional Capital pursuant to Article 3ter Proposal of the Board of Directors: Subject to the approval of agenda item 8.2 regarding the ordinary capital increase of the Company and completion of such increase, the Board of Directors proposes to amend article 3ter of the Articles of Association the authorisation of the Board of Directors (proposed amendments underlined).
Explanation: In case the capital increase as proposed in agenda item 8.2 is approved by the shareholders' meeting, an increase of the conditional capital for employees is proposed which gives the Board of Directors further flexibility and possibility to introduce performance related employee stock option plans or provide option rights to senior executives and high performer employees under the current employee stock option plan to ensure appropriate and competitive compensation for its employees. Change to the corporate name of the Company Proposal of the Board of Directors: The Board of Directors proposes to change the corporate name of the Company from LECLANCHE SA to Leclanché SA (Leclanché Ltd) (Leclanché AG) and to amend Article 1 of the Articles of Association as follows (proposed amendments underlined)
Explanation: The Board of Directors intends to align the spelling of all group companies of the Leclanché group (LECLANCHE SA, Leclanché E-Mobility SA, LECLANCHE SBS SA and Leclanché Technologies SA) to standardise the brand presentation. Therefore, the corporate name of the Company shall be changed from LECLANCHE SA to Leclanché SA. The Annual Report 2024, which contains the Consolidated Financial Statements, the Statutory Financial Statements as well as the Auditor's Report and the Compensation Report 2024 are available on LECLANCHE SA's website at https://www.leclanche.com/investor-relations/financial-reports/. Enclosed with the invitation to be sent to shareholders are a registration form and an instruction form which shareholders are asked to complete and return by mail until 30 July 2025, 11:59 am (CEST) 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 Annual General Meeting beginning or mid-July. Changes to the electronically transferred instructions can be made until 30 July 2025, 11:59 am (CEST). 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 22 July 2025 at 17:00 (CEST), 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 22 July 2025 at 17:00 (CEST) to 4 August 2025, 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, Me Manuel Isler, attorney-at-law, c/o BMG Avocats, 8C, avenue de Champel, P.O. Box 385, CH-1211 Geneva, or if he cannot attend, his 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 Annual General Meeting of shareholders will be held in English.
Yverdon-les-Bains, 30 June 2025 For the Board of Directors The Chairman Lex Bentner ANNEX 1: EXPLANATIONS TO AGENDA ITEM 5 As required by the Swiss Code of Obligations ("CO") and the Articles of Association, the Board of Directors will propose for shareholders’ approval:
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 2024. Explanations Concerning the Proposed Maximum Compensation Amount of the Board of Directors (Agenda Item 5.1) The proposed aggregate maximum compensation amount of CHF 600,000.00 is payable to the Board of Directors and, as an indication, consists of fixed fees. This amount is identical to that of the prior period. In addition, LECLANCHE SA pays compulsory social security insurance contributions to Board of Directors who get paid through the Swiss payroll, as required by law. No variable compensations 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 2026 (Agenda Item 5.2) The Board of Directors is seeking approval for CHF 2,350,000.00 as the maximum aggregate amount of the Executive Committee’s compensation for the financial year 2026. This amount is identical to that approved for the financial year 2025. 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 2024, the compensation of the Executive Committee amounted to kCHF 1,101 in the financial year 2024. The proposed aggregate maximum compensation amount is in line with LECLANCHE SA'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 LECLANCHE SA will have fully achieved all target objectives. It should not be regarded as the compensation amount that will be actually paid or awarded. In addition, LECLANCHE SA pays compulsory social security insurance contributions as required by law.
About Leclanché 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). 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.
Media contacts: [1] SEF-Lux refers to: Strategic Equity Fund - Renewable Energy, Luxembourg, AM Investment SCA SICAV RAIF - Global Growth, Sub-Fund, Luxembourg, collectively are in aggregate the main shareholder of Leclanché, hereunder referred to as “SEF-Lux”. Pure Capital S.A. being the beneficial owner as per the reporting platform of SIX Exchange Regulation AG’s Disclosure Office – Date of publication of the most recent notification: 21 February 2025. [2] The Debt to be converted in connection with the Debt-to-Equity-Conversion is converted at 75% of the Volume Weighted Average Price (VWAP) calculated over the 60 days preceding 31 May 2025. [3] This amount does not include compulsory social charges contributions, estimated to approximately CHF 0.00. [4] This amount does not include compulsory social charges contributions, estimated to approximately CHF 350,000.00. End of Inside Information |
| 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 |
| EQS News ID: | 2162876 |
| End of Announcement | EQS News Service |
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2162876 30-Jun-2025 CET/CEST
