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.
*Invitation to the upcoming Annual General Meeting of Shareholders*
** Annual General Meeting to be held on the 6th of June 2018 in
Yverdon-les-Bains.*
*Yverdon-les-Bains, Switzerland, 16th of 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 LECLANCH?? 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 LECLANCH?? S.A.
1.1 Approval of the Annual Report 2017, Consolidated Financial Statements
2017 and Statutory Financial Statements 2017 of LECLANCH?? 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
LECLANCH?? S.A.
1.2 *Consultative 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
4.2 *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
shareholders.
4.3 *Elections 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 3quater para. 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 The Board of Directors is
authorized to authorized to
increase the share capital, at increase the share capital, at
any time until May 2, 2019, by any time until May 1, 2020, by
a maximum amount of CHF a maximum amount of CHF
32,583,426.00* by issuing a 51,950,281.50* by issuing a
maximum of 21,722,284* fully maximum of 34,633,521* fully
paid up shares with a nominal paid up shares with a nominal
value of CHF 1.50 each. [.] value of CHF 1.50 each. [.]
_[The rest of paragraph 1 as _[The rest of paragraph 1 as
well as _ well as _
_paragraphs 2, 3 and 4 remain _paragraphs 2, 3 and 4 remain
unchanged.]_ 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 3quater of the Articles of
Association and conditional share capital pursuant to Article 3quinquies of
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 3quinquies of the Company's Articles of association as
follows:
*Current Version* *Proposed Version (changes
underlined)*
*Article 3quinquies:* *Article 3quinquies:*
The share capital may be The share capital may be
increased in an amount not to increased in an amount not to
exceed CHF 11,817,136.50* exceed CHF 47,450,280.00*
through the issuance of up to through the issuance of up to
7,878,091* fully paid-up shares 31,633,520* fully paid-up
with a nominal value of CHF shares with a nominal value of
1.50 per share. [.] CHF 1.50 per share. [.]
_[The rest of paragraph 1 as _[The rest of paragraph 1 as
well as _ well as _
_paragraphs 2, 3, 4 and 5 _paragraphs 2, 3, 4 and 5
remain _ 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.
10.2 _*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 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,
LECLANCH?? 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 at
www.leclanche.com [1].
Leclanché SA offers its shareholders the opportunity to register on the
online platform
"InvestorPlatform" https://ip.computershare.ch/leclanche [2]. 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 [3].
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.
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
686305 15-May-2018 CET/CEST
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(END) Dow Jones Newswires
May 15, 2018 13:06 ET (17:06 GMT)
