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05.06.2024 06:56:47 - Leclanché SA: Invitation to the Upcoming Annual -5-
DJ Leclanché SA: Invitation to the Upcoming Annual General Meeting of Shareholders to Be Held on 27 June 2024 at 10:00 am Swiss Time
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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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As per 31 December 2023, the Company was and still is over-indebted according to Art. 725b CO, but has sufficient
subordinations in place to cover the negative equity. During 2023 and 2024, debt to SEF-Lux^1 in the aggregate amount
of approx. CHF 85,301,668.42 was subordinated, which improved the balance sheet situation of the Company temporarily.
Given the financial distress situation of the Company, the following financial restructuring measures are proposed,
which are aimed at improving the balance sheet situation.
Specifically, the Board of Directors proposes (i) a conversion of existing debt in the maximum amount of up to CHF
84,670,025.30006 into equity through an ordinary capital increase. In order to address this situation, the Board of
Directors has agreed with SEF-Lux^1, Golden Partner Holding Co. S.à r.l. ("GP Holding") and Golden Partner SA ("GPSA")
to convert a portion of the debt owed to SEF-Lux^1, GP Hold- ing and GPSA in the maximum aggregate amount of up to CHF
84,670,025.30006 (the "Debt") into a maximum up to 187,685,789 registered shares of the Company with a par value of CHF
0.10 each, subject to fulfilment of the requirements pursuant to Swiss law and subject to approval of the share-
holders' meeting of the Company (the "Debt-to-Equity-Conversion"), (ii) the amendment of article 3quinquies of the
Articles of Association of the Company increasing the conditional capital as well as introducing further important
reasons to issue shares under the conditional capital (see agenda item 9.1) and (iii) the adoption of article 3quater
of the Articles of Association of the Company increasing the capital band and to give further authorisations to the
Board of Directors regarding subscription rights (see agenda item 9.2).
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 following legal entities belonging to SEF-Lux[1], GP Holding and GPSA are parties to the relevant financing
agreements and shall be part of the proposed Debt-to-Equity-Conversion (the "Creditors"), and they have committed to
convert the below amounts into equity:
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 16,116.62832 against the
Company consisting of interest claims stemming from a calculation error in connection with the calculation of
interest relating to the loan agree- ments dated 18 October 2021, 22 November 2021 and 10 December 2021 converted
under the conversion agreement dated 26 October 2022 (the "SEF Interest Claims");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 1,104,547.63068 against
the Company under a loan agreement with the Com- pany dated 7 February 2023, as amended from time to time and due
interest (the "SEF Feb- ruary 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 1,144,986.17532 against
the Company under a loan agreement with the Com- pany dated 14 March 2023, as amended from time to time and due
interest (the "SEF First March 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 7,429,588.92624 against
the Company under a loan agreement with the Com- pany dated 22 March 2023, as amended from time to time and due
interest (the "SEF Second March 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 6,568,460.18088 against
the Company under a loan agreement with the Com- pany dated 21 April 2023, as amended from time to time and due
interest (the "SEF April 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 7,477,566.86820 against
the Company under a loan agreement with the Com- pany dated 30 May 2023, as amended from time to time and due
interest (the "SEF May 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 1,132,328.39148
against the Company under a loan agreement with the Company dated 13 July 2023, as amended from time to time and
due interest (the "SEF First July 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 565,547.67204 against
the Company under a loan agreement with the Company dated 17 July 2023, as amended from time to time and due
interest (the "SEF Second July 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 8,544,889.99260
against the Company under a loan agreement with the Company dated 6 September 2023, as amended from time to time
and due interest (the "SEF September 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 7,847,999.55420
against the Company under a loan agreement with the Company dated 23 October 2023, as amended from time to time and
due interest (the "SEF October 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 5,711,657.24532
against the Company under a loan agreement with the Company dated 22 November 2023, as amended from time to time
and due interest (the "SEF November 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 4,584,506.75124
against the Company under a loan agreement with the Company dated 21 December 2023, as amended from time to time
and due interest (the "SEF December 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 4,424,383.26096
against the Company under a loan agreement with the Company dated 22 January 2024, as amended from time to time and
due interest (the "SEF January 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 3,642,397.22340
against the Company under a loan agreement with the Company dated
21 February 2024, as amended from time to time and due interest (the "SEF February 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 1,642,081.90848
against the Company under a loan agreement with the Company dated 26 March 2024, as amended from time to time and
due interest (the "SEF March 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 5,565,547.66560
against the Company under a loan agreement with the Company dated 30 April 2024, as amended from time to time and
due interest (the "SEF April 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 5,417,753.29680
against the Company under a loan agreement with the Company dated 21 May 2024, as amended from time to time and due
interest (the "SEF May 2024 Loan");
. AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund (previous Creditor, AM Invest- ment S.C.A.
SICAV - FIS - Illiquid Assets Sub-Fund, merged into AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund as
of 30 November 2023) will convert claims of CHF 4,509,588.86508 against the Company under a loan agreement with the
Company dated 26 July 2023, as amended from time to time and due interest (the "AM July 2023 Loan");
. AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund (previous Creditor, AM Invest- ment S.C.A.
SICAV - FIS - Illiquid Assets Sub-Fund, merged into AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund as
of 30 November 2023) will convert claims of CHF 5,269,794.37140 against the Company under a loan agreement with the
Company dated 10 August 2023, as amended from time to time and due interest (the "AM August 2023 Loan");
. GP Holding will convert claims of CHF 1,613,273.68332 against the Company under a loan agreement with the
Company dated 22 March 2024, as amended from time to time and due interest (the "GP March 2024 Loan");
. GPSA will convert claims of CHF 457,009.00850 against the Company representing certain outstanding
balance from a facilitation and arrangement fee invoice dated 30 August 2020 and a facilitation and arrangement fee
invoice dated 20 August 2021 (the "GPSA Claim").
The Debt to be converted into shares of the Company at the Volume Weighted Average Price (VWAP) calculated over the 60
days preceding 31 May 2024 for:
. GPSA Claim converted at 85% of the VWAP; and
. all other loans / debt of SEF Lux and GP Holding at 75% of the VWAP.
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 2024, 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.
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
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maximum amount of up to CHF 18,768,578.90 to bring it from CHF 58,611,476.90 to maximum amount of up to CHF
77,380,055.80 by way of two ordinary capital increases as follows:
1. Ordinary Capital Increase for Conversion of GPSA Claim
1. Entire nominal amount by which the share capital is to be increased: CHF 89,443.00
2. Amount of contributions to be made: CHF 457,009.00850[2]
3. Number, nominal value and type of new shares: 894,430 registered shares at a nominal value of CHF 0.10
each
4. Preferential rights of individual categories: None
5. Issue amount: 85% of the Volume Weighted Average Price ("VWAP") calculated over the 60 days preceding 31
May 2024 (CHF 0.51095) for GPSA Claim
6. Start of eligibility of dividends: Entry date of the capital increase in the Commercial Register
7. Type of contribution: By way of set-off against a claim of CHF 457,009.00850 of Golden Partner SA. In
exchange, the creditor shall receive 894,430 fully paid-up registered shares at an issue price of CHF 0.51095 per
share
8. Special benefits: None
9. Restriction on transferability: As per the Articles of Association
10. Subscription rights: The entire nominal increase of CHF 89,443.00 will be subscribed by Golden Partner
SA, which is why the subscription rights of shareholders for all newly issued shares in the amount of 894,430 are
excluded.
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 367,566.01 for restructuring purposes.
2. Ordinary Capital Increase for Conversion of the other Loans / Debt of SEF-Lux and GP Holding
1. Entire maximum nominal amount by which the share capital is to be increased: maximum amount of up to CHF
18,679,135.90
2. Maximum amount of contributions to be made: maximum amount of up to CHF 84,213,016.29156^3
3. Maximum number, nominal value and type of new shares: maximum amount of up to 186,791,359 registered
shares at a nominal value of CHF 0.10 each
4. Preferential rights of individual categories: None
5. Issue amount: 75% of the VWAP calculated over the 60 days preceding 31 May 2024 (CHF 0.45084) for all
other loans / debt of SEF-Lux and GP Holding
6. Start of eligibility of dividends: Entry date of the capital increase in the Commercial Register
7. Type of contribution: By way of set-off of claims in the total of a maximum amount of up to CHF
84,213,016.29156:
? by way of set-off of a claim of CHF 16,116.62832 of Strategic Equity Fund SCA SICAV RAIF - Renewable
Energy, Luxembourg. In exchange, the creditor shall receive 35,748 fully paid-up registered shares at an issue
price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,104,547.63068 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 2,449,977 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,144,986.17532 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 2,539,673 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 7,429,588.92624 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 16,479,436 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 6,568,460.18088 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 14,569,382 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 7,477,566.86820 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 16,585,855 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,132,328.39148 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 2,511,597 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 565,547.67204 of Strategic Equity Fund SCA SICAV RAIF - Renewable
Energy, Luxembourg. In exchange, the creditor shall receive 1,254,431 fully paid-up registered shares at an
issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 8,544,889.99260 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 18,953,265 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 7,847,999.55420 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 17,407,505 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,711,657.24532 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 12,668,923 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 4,584,506.75124 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 10,168,811 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 4,424,383.26096 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 9,813,644 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 3,642,397.22340 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 8,079,135 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,642,081.90848 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 3,642,272 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,565,547.66560 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 12,344,840 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,417,753.29680 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 12,017,020 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 4,509,588.86508 of AM Investment S.C.A. SICAV - RAIF - Global
Growth Sub-Fund, Luxembourg. In exchange, the creditor shall receive 10,002,637 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,269,794.37140 of AM Investment S.C.A. SICAV - RAIF - Global
Growth Sub-Fund, Luxembourg. In exchange, the creditor shall receive 11,688,835 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,613,273.68332 of Golden Partner Holding, Luxembourg. In
exchange, the creditor shall receive 3,578,373 fully paid-up registered shares at an issue price of CHF 0.45084
per share;
8. Special benefits: None
9. Restriction on transferability: As per the Articles of Association
10. Subscription rights: The entire nominal increase of the maximum amount of up to CHF 18,679,135.90 will be
subscribed by the Creditors, which is why the subscription rights of shareholders for all newly issued shares in
the maximum amount of up to 186,791,359 are ex- cluded.
Subject to completion and registration of this capital increase, the share premium resulting shall be set-off against
losses carried forward in a maximum amount of up to CHF 65,533,880.39 for restruc- turing 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 im- proving the financial status of the
Company and its balance sheet position, the Debt-to-Equity-Conver- sion, consisting of two tranches of newly issued
capital, is proposed. In order to implement the Debt- to-Equity Conversion and to issue the required number of new
shares to the Creditors, it is necessary to increase the Company's share capital in the maximum aggregate nominal
amount of CHF 18,768,578.90, 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
two capital increases to achieve the Debt-to-Equity Conversion, a qualified quorum requirement 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 cre- ated through the capital increases will be instantly set-off against losses carried
forward as of comple- tion of the capital increases.
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9. Increase of and Amendments to Conditional Capital and Adoption of Capital Band
1. Increase of and Amendments to Conditional Capital
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 and to increase the amount of shares to be issued
out of the conditional capital of the Company as well as include further circumstances in which the board of directors
may exclude the advance subscription right shareholders, when issuing shares out of the conditional capital.
The board of directors is authorised to ex- clude or
The board of directors is authorised to ex- clude or restrict the advance subscription rights of shareholders:
restrict the advance subscription rights of
shareholders: In connection with the Convertible Loan
Agreement with Recharge ApS ("Re- charge") and ACE Energy
amendments thereto (the "Recharge/ACE convertible loan
agreement"); or In connection with the financing or refi- nancing of
investments and the compa- ny's expansion plan.
In connection with the financing or refi- nancing of
investments and the company's expansion plan. If the Financial Instruments are issued to investors or
strategic partners; or
or
If the Financial Instruments are issued on the national
subse- quent public offerings; or
For a company underwriting such Finan- cial Instruments
The conversion rights granted to Re- charge/ACE under
the Recharge/ACE con- vertible loan agreement pursuant
to para-
graph 1 are necessary for the restructuring
===
Explanation: In case the capital increases as proposed in agenda item 8.2 is approved by the sharehold- ers' meeting, an increase of the conditional capital, the addition of further events as well as the deletion of events, in which the Board of Directors may exclude or restrict the advance subscription right of the shareholders, gives the Board of Directors further flexibility and possibility to raise further funding and improving the financial status of the Company. 2. 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 384,663,877 new shares or to reduce the share capital by eliminating up to 384,663,877 shares.
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384,663,877 of registered shares with a nominal
an- other third party or parties, followed by an offer to the
existing shareholders of the company is permitted. An increase of the share capital by way of an
underwriting by a financial institution, a
In case of a capital increase: syndicate of financial institutions or an- other
third party or parties, followed by an offer to
right to dividends arises, the conditions for the exercise of
subscription rights, and the allo- cation of unexercised In case of a capital increase:
subscription rights.
The board of directors shall determine the date of
such rights and/or shares on market terms or use
parties in the following cases:
A pay-up by conversion of freely dis- posable
equity capital (including by means of contribution
reserves to the company's capital) in accordance
with art. 652d CO is possible up to the full issue
price of each share.
Convertible Loan"), as several times amended, the lenders
Convertible Loan"), as several times amended, the lenders
financ- ing or refinancing of acquisitions by the company
(through equity or convertible loans); or In connection with the financing and refinancing of the
company's investments or acquisitions (including the
4) In relation to options granted to Talis- man
a placing or sale of shares to the initial purchaser or
subscriber; or For the purpose of granting an over-al- lotment option
(Greenshoe) of up to 20% of the total number of shares in a
relations to op- tions granted to strategic/financial
To broaden the shareholder base in fi- nancial and inves- tors/joint venture partners; or
institutional markets or in con- nection with the issue
of new shares on the domestic or foreign stock market; or For the issuance of shares or conver- sions under
convertible debt instruments, bonds, loans and similar
domestic or foreign stock market; or
To increase capital quickly and flexibly (including
Within the limits of this capital band, the board of For the participation of investors or strategic partners; or
directors is also authorized to carry out capital
reduction amount to the shareholders after adjusting
the articles of association. To increase capital quickly and flexibly (including private
placements for raising equity capital) which could hardly
of the company's articles of associa- tion.
Within the limits of this capital band, the board of directors
is also authorized to carry out capital reductions by means of a
reduction in nominal value once or sev- eral times per year and
to pay out the re- duction amount to the shareholders after
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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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DJ Leclanché SA: Invitation to the Upcoming Annual -2-
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As per 31 December 2023, the Company was and still is over-indebted according to Art. 725b CO, but has sufficient
subordinations in place to cover the negative equity. During 2023 and 2024, debt to SEF-Lux^1 in the aggregate amount
of approx. CHF 85,301,668.42 was subordinated, which improved the balance sheet situation of the Company temporarily.
Given the financial distress situation of the Company, the following financial restructuring measures are proposed,
which are aimed at improving the balance sheet situation.
Specifically, the Board of Directors proposes (i) a conversion of existing debt in the maximum amount of up to CHF
84,670,025.30006 into equity through an ordinary capital increase. In order to address this situation, the Board of
Directors has agreed with SEF-Lux^1, Golden Partner Holding Co. S.à r.l. ("GP Holding") and Golden Partner SA ("GPSA")
to convert a portion of the debt owed to SEF-Lux^1, GP Hold- ing and GPSA in the maximum aggregate amount of up to CHF
84,670,025.30006 (the "Debt") into a maximum up to 187,685,789 registered shares of the Company with a par value of CHF
0.10 each, subject to fulfilment of the requirements pursuant to Swiss law and subject to approval of the share-
holders' meeting of the Company (the "Debt-to-Equity-Conversion"), (ii) the amendment of article 3quinquies of the
Articles of Association of the Company increasing the conditional capital as well as introducing further important
reasons to issue shares under the conditional capital (see agenda item 9.1) and (iii) the adoption of article 3quater
of the Articles of Association of the Company increasing the capital band and to give further authorisations to the
Board of Directors regarding subscription rights (see agenda item 9.2).
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 following legal entities belonging to SEF-Lux[1], GP Holding and GPSA are parties to the relevant financing
agreements and shall be part of the proposed Debt-to-Equity-Conversion (the "Creditors"), and they have committed to
convert the below amounts into equity:
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 16,116.62832 against the
Company consisting of interest claims stemming from a calculation error in connection with the calculation of
interest relating to the loan agree- ments dated 18 October 2021, 22 November 2021 and 10 December 2021 converted
under the conversion agreement dated 26 October 2022 (the "SEF Interest Claims");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 1,104,547.63068 against
the Company under a loan agreement with the Com- pany dated 7 February 2023, as amended from time to time and due
interest (the "SEF Feb- ruary 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 1,144,986.17532 against
the Company under a loan agreement with the Com- pany dated 14 March 2023, as amended from time to time and due
interest (the "SEF First March 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 7,429,588.92624 against
the Company under a loan agreement with the Com- pany dated 22 March 2023, as amended from time to time and due
interest (the "SEF Second March 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 6,568,460.18088 against
the Company under a loan agreement with the Com- pany dated 21 April 2023, as amended from time to time and due
interest (the "SEF April 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy ("SEF-RE") (previous creditor, Golden Partner
Private Equity FOF, merged into SEF-RE as of 30 November 2023) will convert claims of CHF 7,477,566.86820 against
the Company under a loan agreement with the Com- pany dated 30 May 2023, as amended from time to time and due
interest (the "SEF May 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 1,132,328.39148
against the Company under a loan agreement with the Company dated 13 July 2023, as amended from time to time and
due interest (the "SEF First July 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 565,547.67204 against
the Company under a loan agreement with the Company dated 17 July 2023, as amended from time to time and due
interest (the "SEF Second July 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 8,544,889.99260
against the Company under a loan agreement with the Company dated 6 September 2023, as amended from time to time
and due interest (the "SEF September 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 7,847,999.55420
against the Company under a loan agreement with the Company dated 23 October 2023, as amended from time to time and
due interest (the "SEF October 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 5,711,657.24532
against the Company under a loan agreement with the Company dated 22 November 2023, as amended from time to time
and due interest (the "SEF November 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 4,584,506.75124
against the Company under a loan agreement with the Company dated 21 December 2023, as amended from time to time
and due interest (the "SEF December 2023 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 4,424,383.26096
against the Company under a loan agreement with the Company dated 22 January 2024, as amended from time to time and
due interest (the "SEF January 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 3,642,397.22340
against the Company under a loan agreement with the Company dated
21 February 2024, as amended from time to time and due interest (the "SEF February 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 1,642,081.90848
against the Company under a loan agreement with the Company dated 26 March 2024, as amended from time to time and
due interest (the "SEF March 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 5,565,547.66560
against the Company under a loan agreement with the Company dated 30 April 2024, as amended from time to time and
due interest (the "SEF April 2024 Loan");
. Strategic Equity Fund SCA SICAV RAIF - Renewable Energy will convert claims of CHF 5,417,753.29680
against the Company under a loan agreement with the Company dated 21 May 2024, as amended from time to time and due
interest (the "SEF May 2024 Loan");
. AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund (previous Creditor, AM Invest- ment S.C.A.
SICAV - FIS - Illiquid Assets Sub-Fund, merged into AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund as
of 30 November 2023) will convert claims of CHF 4,509,588.86508 against the Company under a loan agreement with the
Company dated 26 July 2023, as amended from time to time and due interest (the "AM July 2023 Loan");
. AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund (previous Creditor, AM Invest- ment S.C.A.
SICAV - FIS - Illiquid Assets Sub-Fund, merged into AM Investment S.C.A. SICAV - RAIF - Global Growth Sub-Fund as
of 30 November 2023) will convert claims of CHF 5,269,794.37140 against the Company under a loan agreement with the
Company dated 10 August 2023, as amended from time to time and due interest (the "AM August 2023 Loan");
. GP Holding will convert claims of CHF 1,613,273.68332 against the Company under a loan agreement with the
Company dated 22 March 2024, as amended from time to time and due interest (the "GP March 2024 Loan");
. GPSA will convert claims of CHF 457,009.00850 against the Company representing certain outstanding
balance from a facilitation and arrangement fee invoice dated 30 August 2020 and a facilitation and arrangement fee
invoice dated 20 August 2021 (the "GPSA Claim").
The Debt to be converted into shares of the Company at the Volume Weighted Average Price (VWAP) calculated over the 60
days preceding 31 May 2024 for:
. GPSA Claim converted at 85% of the VWAP; and
. all other loans / debt of SEF Lux and GP Holding at 75% of the VWAP.
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 2024, 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.
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
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DJ Leclanché SA: Invitation to the Upcoming Annual -3-
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maximum amount of up to CHF 18,768,578.90 to bring it from CHF 58,611,476.90 to maximum amount of up to CHF
77,380,055.80 by way of two ordinary capital increases as follows:
1. Ordinary Capital Increase for Conversion of GPSA Claim
1. Entire nominal amount by which the share capital is to be increased: CHF 89,443.00
2. Amount of contributions to be made: CHF 457,009.00850[2]
3. Number, nominal value and type of new shares: 894,430 registered shares at a nominal value of CHF 0.10
each
4. Preferential rights of individual categories: None
5. Issue amount: 85% of the Volume Weighted Average Price ("VWAP") calculated over the 60 days preceding 31
May 2024 (CHF 0.51095) for GPSA Claim
6. Start of eligibility of dividends: Entry date of the capital increase in the Commercial Register
7. Type of contribution: By way of set-off against a claim of CHF 457,009.00850 of Golden Partner SA. In
exchange, the creditor shall receive 894,430 fully paid-up registered shares at an issue price of CHF 0.51095 per
share
8. Special benefits: None
9. Restriction on transferability: As per the Articles of Association
10. Subscription rights: The entire nominal increase of CHF 89,443.00 will be subscribed by Golden Partner
SA, which is why the subscription rights of shareholders for all newly issued shares in the amount of 894,430 are
excluded.
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 367,566.01 for restructuring purposes.
2. Ordinary Capital Increase for Conversion of the other Loans / Debt of SEF-Lux and GP Holding
1. Entire maximum nominal amount by which the share capital is to be increased: maximum amount of up to CHF
18,679,135.90
2. Maximum amount of contributions to be made: maximum amount of up to CHF 84,213,016.29156^3
3. Maximum number, nominal value and type of new shares: maximum amount of up to 186,791,359 registered
shares at a nominal value of CHF 0.10 each
4. Preferential rights of individual categories: None
5. Issue amount: 75% of the VWAP calculated over the 60 days preceding 31 May 2024 (CHF 0.45084) for all
other loans / debt of SEF-Lux and GP Holding
6. Start of eligibility of dividends: Entry date of the capital increase in the Commercial Register
7. Type of contribution: By way of set-off of claims in the total of a maximum amount of up to CHF
84,213,016.29156:
? by way of set-off of a claim of CHF 16,116.62832 of Strategic Equity Fund SCA SICAV RAIF - Renewable
Energy, Luxembourg. In exchange, the creditor shall receive 35,748 fully paid-up registered shares at an issue
price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,104,547.63068 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 2,449,977 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,144,986.17532 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 2,539,673 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 7,429,588.92624 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 16,479,436 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 6,568,460.18088 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 14,569,382 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 7,477,566.86820 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 16,585,855 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,132,328.39148 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 2,511,597 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 565,547.67204 of Strategic Equity Fund SCA SICAV RAIF - Renewable
Energy, Luxembourg. In exchange, the creditor shall receive 1,254,431 fully paid-up registered shares at an
issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 8,544,889.99260 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 18,953,265 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 7,847,999.55420 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 17,407,505 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,711,657.24532 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 12,668,923 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 4,584,506.75124 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 10,168,811 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 4,424,383.26096 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 9,813,644 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 3,642,397.22340 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 8,079,135 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,642,081.90848 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 3,642,272 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,565,547.66560 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 12,344,840 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,417,753.29680 of Strategic Equity Fund SCA SICAV RAIF -
Renewable Energy, Luxembourg. In exchange, the creditor shall receive 12,017,020 fully paid- up registered
shares at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 4,509,588.86508 of AM Investment S.C.A. SICAV - RAIF - Global
Growth Sub-Fund, Luxembourg. In exchange, the creditor shall receive 10,002,637 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 5,269,794.37140 of AM Investment S.C.A. SICAV - RAIF - Global
Growth Sub-Fund, Luxembourg. In exchange, the creditor shall receive 11,688,835 fully paid-up registered shares
at an issue price of CHF 0.45084 per share;
? by way of set-off of a claim of CHF 1,613,273.68332 of Golden Partner Holding, Luxembourg. In
exchange, the creditor shall receive 3,578,373 fully paid-up registered shares at an issue price of CHF 0.45084
per share;
8. Special benefits: None
9. Restriction on transferability: As per the Articles of Association
10. Subscription rights: The entire nominal increase of the maximum amount of up to CHF 18,679,135.90 will be
subscribed by the Creditors, which is why the subscription rights of shareholders for all newly issued shares in
the maximum amount of up to 186,791,359 are ex- cluded.
Subject to completion and registration of this capital increase, the share premium resulting shall be set-off against
losses carried forward in a maximum amount of up to CHF 65,533,880.39 for restruc- turing 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 im- proving the financial status of the
Company and its balance sheet position, the Debt-to-Equity-Conver- sion, consisting of two tranches of newly issued
capital, is proposed. In order to implement the Debt- to-Equity Conversion and to issue the required number of new
shares to the Creditors, it is necessary to increase the Company's share capital in the maximum aggregate nominal
amount of CHF 18,768,578.90, 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
two capital increases to achieve the Debt-to-Equity Conversion, a qualified quorum requirement 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 cre- ated through the capital increases will be instantly set-off against losses carried
forward as of comple- tion of the capital increases.
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(MORE TO FOLLOW) Dow Jones Newswires
June 05, 2024 00:56 ET (04:56 GMT)
DJ Leclanché SA: Invitation to the Upcoming Annual -4-
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9. Increase of and Amendments to Conditional Capital and Adoption of Capital Band
1. Increase of and Amendments to Conditional Capital
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 and to increase the amount of shares to be issued
out of the conditional capital of the Company as well as include further circumstances in which the board of directors
may exclude the advance subscription right shareholders, when issuing shares out of the conditional capital.
Article 3quinquies (old) Article 3quinquies (new) The share capital may be increased in an amount not to The share capital may be increased in an amount not to exceed CHF 16,159,854.40 through the issuance of up to exceed CHF 38,466,387.70 through the issuance of up to 161,598,544 fully paid-up shares with a nominal value of 384,663,877 fully paid-up shares with a nominal value of CHF CHF 0.10 per share. 0.10 per share.
The increase is effected through the exer- cise of The increase is effected through the exer- cise of
conversion rights and/or options and/or similar rights conversion rights and/or options and/or similar rights
granted in connection with new options or options that granted in connec- tion with new options or options that
have al- ready been issued, similar securities, loans or have already been issued, similar securi- ties, loans or any
any other financial instruments or con- tractual other financial instru- ments or contractual securities of
securities of the company or one of the
its group companies, and/or the exercise of company or one of its group companies,
option rights issued by the company or one of its group and/or the exercise of option rights issued by the company
companies ("Financial Instru- ments"). or one of its group com- panies ("Financial Instruments"). The exercise of conversion, option, or simi- lar rights The exercise of conversion, option, or similar rights as as well as the waiver of these rights may be effected well as the waiver of these rights may be effected electronically or in writing. electroni- cally or in writing.
Shareholders' subscription rights are ex- cluded in Shareholders' subscription rights are ex- cluded in relation relation to the issue of Financial Instruments. The then to the issue of Financial Instruments. The then current current holders of the Financial Instruments are holders of the Financial Instruments are entitled to entitled to subscribe for the new shares. subscribe for the new shares.
The terms of the Financial Instruments shall be The terms of the Financial Instruments shall be determined determined by the board of directors. by the board of direc- tors.
The board of directors is authorised to ex- clude or
The board of directors is authorised to ex- clude or restrict the advance subscription rights of shareholders:
restrict the advance subscription rights of
shareholders: In connection with the Convertible Loan
Agreement with Recharge ApS ("Re- charge") and ACE Energy
In connection with the Convertible Loan Agreement with Efficiency SPC ("ACE") dated 7 December 2014, together with
Recharge ApS ("Recharge") and ACE Energy Efficiency SPC any amendments thereto (the "Re- charge/ACE convertible loan
("ACE") dated 7 December 2014, together with any agreement"); or amendments thereto (the "Recharge/ACE convertible loan
agreement"); or In connection with the financing or refi- nancing of
investments and the compa- ny's expansion plan.
In connection with the financing or refi- nancing of
investments and the company's expansion plan. If the Financial Instruments are issued to investors or
strategic partners; or
If the Financial Instruments are issued to investors or If the Financial Instruments are issued on the national or strategic partners; or international stock market or through a private placement;
or
If the Financial Instruments are issued on the national
or international stock market or through a private For a company underwriting such Fi- nancial Instruments placement; or through a banking in- stitution or third party/parties with
subse- quent public offerings; or
For a company underwriting such Finan- cial Instruments
through a banking institu- tion or third party/parties For financial restructuring, in particular for the with subsequent public offerings; or conversion of debt into equity.
For financial restructuring, in particular for the The conversion rights granted to Re- charge/ACE under the conversion of debt into equity. Recharge/ACE con- vertible loan agreement pursuant to para-
The conversion rights granted to Re- charge/ACE under
the Recharge/ACE con- vertible loan agreement pursuant
to para-
graph 1 are necessary for the restructuring
and future expansion of the company. The conversion will graph 1 are necessary for the restructur- ing and future be carried out in accordance with the terms of the expansion of the company. The conversion will be carried out Recharge/ACE con- vertible loan agreement. The in ac- cordance with the terms of the Re- charge/ACE conversion is exercisable until 30 June 2016, the date convertible loan agreement. The conversion is exercisable which may be extended (in accordance with the terms of until 30 June 2016, the date which may be extended (in the respective contracts). accordance with the terms of the respec- tive contracts).
If the advance subscription rights are ex- cluded on the If the advance subscription rights are ex- cluded on the basis of this article 3 quin- quies: in the case of basis of this article 3 quin- quies: in the case of "conditional share cap- ital for financing", the "conditional share capital for financing", the following following shall apply: shall apply:
The Financial Instruments will be issued in accordance The Financial Instruments will be issued in accordance with with the prevailing market con- ditions, taking into the prevailing market conditions, taking into account the account the financing and operational position of the financ- ing and operational position of the com- pany, the company, the share price and/or other similar instru- share price and/or other similar instruments with a market ments with a market value. value.
The issue price below the market price of the shares is The issue price below the market price of the shares is possible. possible.
Conversion rights may be exercised for a maximum period Conversion/options rights may be exer- cised for a maximum of 10 years, and options may be exercised for a maximum period of 10 years, and options may be exercised for a maxi- period of 7 years, in both cases from the respective mum period of 7 years, in both cases from the respective issue date. issue date.
The new registered shares are subject to the The new registered shares are subject to the transferability transferability restrictions set out in ar- ticle 4 of restrictions set out in article 4 of the articles of the articles of association of the company. association of the company.
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Explanation: In case the capital increases as proposed in agenda item 8.2 is approved by the sharehold- ers' meeting, an increase of the conditional capital, the addition of further events as well as the deletion of events, in which the Board of Directors may exclude or restrict the advance subscription right of the shareholders, gives the Board of Directors further flexibility and possibility to raise further funding and improving the financial status of the Company. 2. 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 384,663,877 new shares or to reduce the share capital by eliminating up to 384,663,877 shares.
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Article 3quater (old) Article 3quater (new) The board of directors is authorized until 28 June 2028, (i) to The board of directors is authorized until 28 June increase the company's share capital with one or more increases up 2029, (i) to increase the compa- ny's share to a maximum of CHF 87,917,215.30 through the issuance of up to capital with one or more in- creases up to a 293,057,384 fully paid-in new registered shares with a nominal maximum of CHF 115'399'163.20 through the issuance value of CHF 0.10 each and/or (ii) to reduce the company's share of up to 384,663,877 fully paid-in new regis-
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(MORE TO FOLLOW) Dow Jones Newswires
June 05, 2024 00:56 ET (04:56 GMT)
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capital with one or more decreases to a minimum of CHF tered shares with a nominal value of CHF 29,305,738.50. A capital reduction can be carried out by 0.10 each and/or (ii) to reduce the com- pany's cancellation of up to 293,057,384 of registered shares with a share capital with one or more de- creases to a nominal value of CHF 0.10 each and/or by reduction of the nominal minimum of CHF 38,466,387.80. A capital reduction value. can be carried out by cancellation of up to
384,663,877 of registered shares with a nominal
An increase of the share capital by way of an underwriting by a value of CHF 0.10 each and/or by reduction of the financial institution, a syndicate of financial institutions or nominal value.
an- other third party or parties, followed by an offer to the
existing shareholders of the company is permitted. An increase of the share capital by way of an
underwriting by a financial institution, a
In case of a capital increase: syndicate of financial institutions or an- other
third party or parties, followed by an offer to
The board of directors shall determine the date of issue, the the existing shareholders of the company is issue price, the type of contributions, the time at which the permitted.
right to dividends arises, the conditions for the exercise of
subscription rights, and the allo- cation of unexercised In case of a capital increase:
subscription rights.
The board of directors shall determine the date of
The board of directors shall have the right to authorise, restrict issue, the issue price, the type of contributions, or withdraw the subscription rights. The board of directors may the time at which the right to dividends arises, cancel unexercised subscription rights or may allocate such rights the conditions for the exercise of subscription and/or shares on market terms or use them in any other way in the rights, and the allocation of unexercised interest of the company. subscription rights.
A pay-up by conversion of freely dispos- able equity capital The board of directors shall have the right to (including by means of contribution reserves to the company's authorise, restrict or withdraw the subscription capital) in accordance with art. 652d CO is possible up to the rights. The board of directors may cancel full issue price of each share. unexercised subscription rights or may allocate
such rights and/or shares on market terms or use
The board of directors may cancel or limit the subscription rights them in any other way in the interest of the com- and may allo- cate them to individual shareholders or third pany.
parties in the following cases:
A pay-up by conversion of freely dis- posable
equity capital (including by means of contribution
reserves to the company's capital) in accordance
with art. 652d CO is possible up to the full issue
price of each share.
In connection with the ApS Recharge Convertible Loan The board of directors may cancel or limit the subscription
Agreement ("Recharge") and ACE Energy Efficiency SPC rights and may allo- cate them to individual shareholders
("ACE") dated 7 December 2014 (the "Re- charge/ACE or third parties in the following cases: Convertible Loan"), as several times amended, the lenders
were entitled to pay all or part of the issue price by In connection with the ApS Recharge Convertible
way of set-off against the claims granted under the Loan Agreement ("Recharge") and ACE Energy Efficiency SPC
Recharge/ACE Convertible Loan; or ("ACE") dated 7 December 2014 (the "Re- charge/ACE Convertible Loan"), as several times amended, the lenders
In relation to the Recharge Convertible Loan/ACE, were entitled to pay all or part of the issue price by way modified from time to time, if the lenders require the of set-off against the claims granted un- der the Recharge/ company to make a capital increase; or ACE Convertible Loan; or
In connection with the financing and refi- nancing of the In relation to the Recharge Convertible Loan/ company's investments or acquisitions (including the ACE, modified from time to time, if the lenders require the purchase of a business or equity interests) or the company to make a capital increase; or
financ- ing or refinancing of acquisitions by the company
(through equity or convertible loans); or In connection with the financing and refinancing of the
company's investments or acquisitions (including the
In relation to options granted to Talis- man purchase of a business or equity interests) or the fi- Infrastructure International Ltd, a company associated nancing or refinancing of acquisitions by the company with Talisman Infra- structure Ventures LLP; or (through equity or converti- ble loans); or
4) In relation to options granted to Talis- man
For the purpose of granting an over-al- lotment option Infrastructure International Ltd, a company associated with (Greenshoe) of up to 20% of the total number of shares in Talisman Infra- structure Ventures LLP; or
a placing or sale of shares to the initial purchaser or
subscriber; or For the purpose of granting an over-al- lotment option
(Greenshoe) of up to 20% of the total number of shares in a
To use the shares as consideration for mergers, placing or sale of shares to the initial purchaser or acquisitions or investments of the company; or subscriber; or
To issue new shares if the issue price is determined by To use the shares as consideration for mergers, reference to the market price; or acquisitions or investments of the company and/or in
relations to op- tions granted to strategic/financial
To broaden the shareholder base in fi- nancial and inves- tors/joint venture partners; or
institutional markets or in con- nection with the issue
of new shares on the domestic or foreign stock market; or For the issuance of shares or conver- sions under
convertible debt instruments, bonds, loans and similar
For the granting of shares nationally and internationally forms of financ- ing of the Company or of a subsidiary to increase the floating shares or to meet listing company, which are being issued for the purposes of requirements; or investments or acquisitions; or For the participation of investors or strategic To issue new shares if the issue price is determined by partners; or reference to the market price; or
For financial restructuring, in particular the To broaden the shareholder base in fi- nancial and institutional conversion of debt into equity; or markets or in connection with the issue of new shares on the
domestic or foreign stock market; or
To increase capital quickly and flexibly (including
private placements) which could hardly succeed For the granting of shares nationally and internationally to without the exclusion of the subscription rights of increase the float- ing shares or to meet listing require- the current share- holders. ments; or
Within the limits of this capital band, the board of For the participation of investors or strategic partners; or
directors is also authorized to carry out capital
reductions by means of a reduction in nominal value For financial restructuring, in particular the conversion of once or several times per year and to pay out the debt into equity; or
reduction amount to the shareholders after adjusting
the articles of association. To increase capital quickly and flexibly (including private
placements for raising equity capital) which could hardly
The new registered shares are subject to the succeed without the exclusion of the subscription rights of the transferability restrictions set out in ar- ticle 4 current shareholders.
of the company's articles of associa- tion.
Within the limits of this capital band, the board of directors
is also authorized to carry out capital reductions by means of a
reduction in nominal value once or sev- eral times per year and
to pay out the re- duction amount to the shareholders after
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(MORE TO FOLLOW) Dow Jones Newswires
June 05, 2024 00:56 ET (04:56 GMT)
| Name | WKN | Börse | Kurs | Datum/Zeit | Diff. | Diff. % | Geld | Brief | Erster | Schluss | |
|---|---|---|---|---|---|---|---|---|---|---|---|
 |
LECLANCHE N | A1CUUB | Schweiz | 0,568 | 28.06.24 22:05:00 | -0,010 | -1,73% | 0,530 | 0,000 | 0,578 | 0,568 |
