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Leclanché SA: Leclanché invitation to the upcoming Annual General Meeting of Shareholders Dienstag, 04. Juli 2017 - 19:08
04.07.2017 / 18:07
Leclanché invitation to the upcoming Annual General Meeting of Shareholders
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.
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 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
telecommunication 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 International 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 various international governments' financial
regulatory bodies and holds the professional designation of Chartered
Financial Analyst. Mr. Fletcher is also founder and chair of the renowned
Club B - a non-profit international investment forum for family offices.
Club B is devoted 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 Management Co (Shanghai), which is a 100% subsidiary of Golden
Partner Holding Co Luxembourg, whose associated and affiliated vehicles are
the largest shareholders in Leclanché. Industry Department is responsible
for post-investment management and added value support 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 purchase of an interest in December 2015. He
has also been active in trying to identify potential 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
Management 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 shareholders.
4.4 Elections to the Appointments and Remuneration Committee
Proposal of the Board of Directors: to re-elect the following members to the
Appointments 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 quater 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 The board of directors is
authorized to increase the share authorized to increase the share
capital, at any time until May 3, capital, at any time until May 2,
2018, by a maximum amount of CHF 2019, by a maximum amount of CHF
20,269,188* by issuing a maximum 36,887,781* by issuing a maximum
of 13,512,792* fully paid up of 24,591,854* fully paid up
shares with a nominal value of shares with a nominal value of CHF
CHF 1.50 each. 1.50 each. [.]
[The rest of paragraph 1 as well [The rest of paragraph 1 as well
as paragraphs 2, 3 and 4 remain as 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 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 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 capital.
9. 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:
Current Version Proposed Version (changes
underlined)
Article 3 quinquies: The share Article 3 quinquies: The share
capital may be increased in an capital may be increased in an
amount not to exceed CHF amount not to exceed CHF
15,164,173.50* through the 32,387,781* through the issuance
issuance of up to 10,109,449* of up to 21,591,854* fully
fully paid-up shares with a paid-up shares with a nominal
nominal value of CHF 1.50 per value of CHF 1.50 per share. [.]
share. [.] [The rest of paragraph [The rest of paragraph 1 as well
1 as well as paragraphs 2, 3, 4 as paragraphs 2, 3, 4 and 5
and 5 remain unchanged.] 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 compensation 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 acquires equity securities which, added to the equity
securities already owned, exceed the threshold of 49% of the voting
rights, whether exercisable or not, must make an offer to acquire all
listed equity securities of Leclanché 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 company 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,
Baslerstrasse 90, Postfach, 4601 Olten, Schweiz.
The annual report 2016 which contains the consolidated financial statements,
the statutory financial 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 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 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 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, 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 2018 [1]
2. the maximum aggregate amount of the Executive Committee's compensation
for the financial year 2018 [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 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 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 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 Committee'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 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 2016, the Company paid compensation
to the Executive Committee in the aggregate 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 Executive 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 performance and targets
achievement.
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 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.leclanche.com/investor-relations.
* * * * *
Shareholder, Analyst and Investor contacts:
E-Mail: invest.leclanche@leclanche.com
Tel.: +41 (0) 24 424 65 00
About Leclanché
Leclanché is one of the world's leading fully vertically integrated energy
storage solution providers. It delivers a wide range of energy storage
solutions for homes, small offices, large industries, electricity grids, as
well as hybridization for mass transport systems such as bus fleets and
ferries. Established in 1909, Leclanché has been a trusted provider of
battery energy storage solutions for over 100 years. Founded in the
tradition of Georges Leclanché, the inventor of the dry cell battery,
Leclanché today has a rich portfolio of Battery Energy Storage Systems
(BESS) that include bespoke battery systems from industry leading
lithium-ion solutions.
Leclanché is listed on the Swiss stock exchange, and is the only listed
pure-play energy storage company in the world.
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 12,500.
[2] This amount does not include compulsory social charges contributions,
estimated to amount to approximately CHF 650,000.
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Issuer: Leclanché SA
Key word(s): Enterprise
End of Corporate News
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