Leclanché SA

DGAP-Adhoc: Leclanché: agenda for the upcoming Annual General Meeting of Shareholders

Leclanché SA  / Key word(s): AGM/EGM

13.03.2014 07:21

Release of an ad hoc announcement pursuant to Art. 53 KR
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Press Release

Leclanché: agenda for the upcoming Annual General Meeting of Shareholders

  - Annual General Meeting to be held on April 3, 2014 in Yverdon-les-Bains

Yverdon-les-Bains, Switzerland, March 13, 2014 - Leclanché S.A. (SIX Swiss
Exchange: LECN), specialized in the production of large-format lithium-ion
cells and energy storage solutions, today publishes the invitation to its
Annual General Meeting of shareholders, which will be held April 3, 2014 at
11:00 a.m. (doors open at 10.30 a.m.), at Y-PARC, Rue Galilée 15, CH-1400
Yverdon-les-Bains.

Apart from the annual customary resolutions, including the approval of the
annual report and statutory financial statements, and the capital
reduction/increase (see below), shareholders will be asked to vote on the
following agenda items required by the revised Swiss corporate law
(Ordinance against Excessive Compensation with respect to Listed Stock
Corporations): re-elections to the Board of Directors (Messrs Jim Atack,
Stefan A. Müller, Antoine Spillmann and Bryan Urban), election of the
Chairman of the Board (Mr Jim Atack), elections to the Remuneration
Committee (Messrs Jim Atack, Stefan A. Müller and Bryan Urban) and election
of the Independent Proxy. In addition, the company announces that Mr Armin
Weiland has decided not to stand for re-election as Member of the Board of
Leclanché SA.

Mr Atack, Chairman of the Board of Directors said: "We would like to thank
Mr Armin Weiland for his valuable support as Board member of Leclanché
during the last eight years and especially during the financial
restructuring phase of the company. We wish him great success in his other
projects and in all future endeavors."

In the previous press release of March 5, 2014 Leclanché announced that it
is currently taking all preparatory steps to enable the full conversion of
the remaining outstanding convertible loan granted by Precept Fund
Management SPC on behalf of Precept fund Segregated Portfolio ("Precept")
into ordinary shares of the Company.

In connection with the potential conversion of the convertible loan and to
bring the nominal value of the shares in line with the conversion price
under the convertible loan, the Board of Directors proposes shareholders to
approve the following resolutions:

(i) a reduction of the share capital of the company of CHF 8,158,607.87 by
    way of par value reduction from currently CHF 2.11 to CHF 1.50 per
    share; in addition, the Board of Directors proposes to amend Article 3
    quarter and Article 3 quinquies of the Articles of Association so that
    the Company will be able to source any convertible loan that Precept
    may grant to the Company in the future (if any) out of the authorized
    capital (Article 3 quarter) or the conditional capital (Article 3
    quinquies); and

(ii) an ordinary capital increase of up to CHF 12,902,299.50* through the
    issuance of up to 8,601,533* new registered shares with a nominal value
    of CHF 1.50  for the conversion of the Precept loan; the pre-emptive
    rights are withdrawn in favour of Precept.

The Board of Directors reserves the right to withdraw and/or modify the
proposals relating to the capital reduction and capital increase (above, i
and ii) if the conversion of the loan granted by Precept into shares of the
Company will take place before the Annual General Meeting.

* On or before the date of the Annual General Meeting of shareholders, the
Board of Directors will publish the exact nominal amount by which the share
capital shall be increased (such amount will at least be equal to CHF
8,158,607.87) and the exact number of new shares to be issued and the
shareholders are invited to resolve accordingly.

Documentation

Shareholders registered with voting rights in the share register of the
Company as of 28 March 2014 will be authorised to participate and vote at
the Annual General Meeting.

The agenda concerning the Annual General Meeting can be downloaded at the
Company's web site:
http://www.leclanche.eu/img/140403_Leclanche_AGM_agenda.pdf

About Leclanché

Leclanché's strategy is to become one of the leading lithium-ion cell
producers and solution providers for energy storage systems in Europe. Its
strategic priorities are to develop and market energy storage  products for
home, industrial markets and grid applications and to grow its existing
businesses of developing portable energy storage systems for military,
medical and industrial applications. It also includes providing a range of
professional energy storage systems to a diversified customer base. Through
participation in research consortia focusing on hybrid and E-mobility
applications, Leclanché is positioned to take advantage of new market
opportunities.

Through a unique, patented ceramic separator technology and focus on
lithium-titanate technology, Leclanché manufactures large-format
lithium-ion cells, optimized for safety and cycle-life, in a fully
automated production process. The newly installed production line will have
an annual capacity of one million cells or 76 MWh.

Leclanché was founded in 1909 in Yverdon-les-Bains. Through the integration
of a spin-off from the Fraunhofer-Gesellschaft in 2006, the company evolved
from a traditional battery manufacturer to become a leading developer and
manufacturer of lithium-ion cells in Europe. Leclanché currently employs
more than 100 staff and is listed on the SIX Swiss Exchange (LECN). The
company has its headquarters in Yverdon-les-Bains (Switzerland) and
production facilities in Willstätt (Germany).

www.leclanche.eu

Media contact:

Christophe Lamps, Dynamics Group S.A.: Telephone: +41 79 476 26 87,
cla@dynamicsgroup.ch

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.


13.03.2014 News transmitted by EQS Schweiz AG.
The issuer is responsible for the contents of the release.

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Language:               English
Company:                Leclanché SA
                        Av. des Sports 42
                        1400 Yverdon-les-Bains
                        Switzerland
Phone:                  +41 (24) 424 65-00
Fax:                    +41 (24) 424 65-20
E-mail:              investors@leclanche.com
Internet:            www.leclanche.com
ISIN:                   CH0110303119, CH0016271550
Valor:                  A1CUUB, 812950
Listed:                 SIX

End of Announcement                             EQS Group News-Service

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