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Leclanché SA / Key word(s): AGMEGM
Leclanché SA: Invitation to the Upcoming Annual General Meeting of Shareholders to Be Held on 27 June 2024 at 10:00 am
Swiss Time
05-Jun-2024 / 06:55 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

Ad hoc announcement pursuant to Art. 53 LR
Invitation to the Upcoming Annual General Meeting of Shareholders to Be Held on 27 June 2024 at 10:00 am Swiss Time
. Leclanché SA convenes its Annual General Meeting for 27 June 2024.
. The Board of Directors proposes the conversion of CHF 84.7 million of debt owed to SEF-Lux, Golden
Partner Holding Co. S.à r.l into shares of the company in order to improve its balance sheet.

YVERDON-LES-BAINS, Switzerland, 5^th June, 2024 - Leclanché SA, (SIX: LECN), one of the world's leading energy storage
companies is convening its Annual Ordinary General Meeting on 27 June 2024 at 10:0 am (CEST), at EXPLORiT, Y-Parc,
Avenue des Découvertes 1, 1400 Yverdon-les-Bains, Switzerland.

I. AGENDA...............................................................2
1. Annual Report 2023, Consolidated Financial Statements 2023, Statutory Financial Statements 2023 and
Compensation Report 2023 of LECLANCHE SA 2
2. Appropriation of Available Earnings 2
3. Discharge of the Board of Directors and of the Executive Committee 2
4. Elections of the Board of Directors and Appointment and Remuneration Committee 3
5. Vote on the Compensation of the Board of Directors and the Executive Committee 4
6. Re-Election of the Independent Representative 4
7. Re-Election of the Auditor 4
8. Financial Restructuring Measures and Ordinary Capital Increase 4
9. Increase of and Amendments to Conditional Capital and Adoption of Capital Band 10

II. ANNUAL REPORT.........................................................17
III. DOCUMENTATION AND VOTING INSTRUCTIONS.....................................17
IV. PARTICIPATION AND VOTING RIGHTS............................................17
V. REPRESENTATION........................................................17
VI. LANGUAGE.............................................................17
Annex 1: Explanations to Agenda Item 5..........................................19

I. AGENDA
Introduction by the Chairman of the Board of Directors.
1. Annual Report 2023, Consolidated Financial Statements 2023, Statutory Financial Statements 2023 and
Compensation Report 2023 of LECLANCHE SA

1. Approval of the Annual Report 2023, Consolidated Financial Statements 2023 and Statutory Financial
Statements 2023 of LECLANCHE SA

Proposal of the Board of Directors: to approve the Annual Report 2023, the Consolidated Financial Statements 2023 and
the Statutory Financial Statements 2023 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 2023, the Consolidated Financial Statements 2023 and the
Statutory Financial Statements 2023 for shareholders' approval. LECLANCHE SA's auditor MAZARS SA has reviewed these
reports and recommends their approval.

2. Consultative Vote on the Compensation Report 2023

Proposal of the Board of Directors: to approve, on a consultative basis, the Compensation Report 2023.

Explanation: In line with the recommendations of the Swiss Code of Best Practice for Corporate Gov- ernance, the Board
of Directors is seeking your endorsement of the Compensation Report 2023 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 MAZARS SA, who confirmed in their Audit Report, also included in the Annual
Report, com- pliance with the law and LECLANCHE SA's Articles of Association.

2. Appropriation of Available Earnings

Loss for the year 2023 CHF 9,925,755.28
Loss carried forward from previous year CHF 28,712,934.04

Total accumulated losses CHF 38,638,689.32

Proposal of the Board of Directors:

Dividend for the year 2023 0.00
Balance to be carried forward CHF 38,638,689.32

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 earn- ings, including the
determination of the dividend.

3. Discharge of the Board of Directors and of the Executive Committee

Proposal of the Board of Directors: to discharge the members of the Board of Directors and of the Executive Committee.

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.

4. Elections of the Board of Directors and Appointment and Remuneration Committee

1. Elections / Re-Election of the Board of Directors

The Board of Directors takes note of the resignation of Mr. Alexander Rhea as member of the Board of Directors as per
12 April 2024.

1. Re-Election of the Current Members of the Board of Directors

Proposal of the Board of Directors: to re-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:

. Mr. Lex Bentner
. Mr. Abdallah Chatila
. Mr. Marc Lepièce
. Mr. Christophe Manset
. Mr. Ali Sherwani

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 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, except for Mr. Alexander Rhea who has resigned from the Board of Directors as of 12 April 2024.
Additional details about the board members up for re-election may be found in the Annual Report 2023.

2. 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 as stipulated by law.

3. Election / Re-Election of the Appointment and Remuneration Committee

Proposal of the Board of Directors: to elect resp. 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:
. Mr. Lex Bentner
. Mr. Christophe Manset
. Mr. Marc Lepièce

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 Commit- tee. Their term of office is limited
by law to one year, and only members of the Board of Directors may be elected. Mr. Alexander Rhea does not stand for
re-election to the Appointment and Remuneration Committee due to having resigned from the Board of Directors.

5. Vote on the Compensation of the Board of Directors and the Executive Committee

1. 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 2025 Annual General Meeting of CHF 600,000.00. This amount is identical to that of the
prior year.

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 com- pensation for the Board of Directors.

2. 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 2025 of CHF 2,350,000.00. This amount is the same as that approved for the financial year 2024.

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.

6. Re-Election of the Independent Representative

Proposal of the Board of Directors: to re-elect Mr. Manuel Isler, attorney-at-law, Geneva, as Independ- ent
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.

7. Re-Election of the Auditor

Proposal of the Board of Directors: to re-elect MAZARS SA, Lausanne, as statutory auditors for the financial year 2024.

Explanation: As per Art.698 para. 2 no. 2 CO and LECLANCHE SA's Articles of Association, it is the re- sponsibility of
the Annual General Meeting to elect the Auditor.

8. Financial Restructuring Measures and Ordinary Capital Increase

1. Overview

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June 05, 2024 00:56 ET (04:56 GMT)