Leclanché SA: Invitation to the Upcoming Annual General Meeting of Shareholders to Beheld on 26 June 2023 at 10:30am Swiss Time

Ad hoc announcement pursuant to Art. 53 LR

Invitation to the Upcoming Annual General Meeting of Shareholders to Be Held on 26 June 2023 at 10:30am Swiss Time

• Leclanché SA convenes its Annual General Meeting for 26 June 2023.
• The Board of Directors proposes the conversion of CHF 66.7 million of debt owed to SEF-Lux, Golden Partner Holding Co. S.à r.l and Golden Partner SA into shares of the company in order to strengthen its balance sheet

• .

YVERDON-LES-BAINS, Switzerland, June 5, 2023 - Leclanché SA (SIX: LECN), one of the world’s leading energy storage companies, is convening its Annual Ordinary General Meeting on 26 June 2023 at 10:30 am (CEST), at CEI – Rue Galilée 13, 1400 Yverdon-les-Bains, Switzerland, Meeting room: "Galilée".

I. AGENDA

1. Annual Report 2022, Consolidated Financial Statements 2022, Statutory Financial Statements 2022 and Compensation Report 2022 of LECLANCHE SA

2. Appropriation of Available Earnings

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

4. Elections of the Board of Directors and Compensation Committee

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

6. Re-Election of the Independent Representative

7. Re-Election of the Auditor

8. Financial Restructuring Measures

9. Amendments to the Articles of Association

10. Set-off of Accumulated Losses with Capital Contribution Reserves

II. ANNUAL REPORT

III. DOCUMENTATION AND VOTING INSTRUCTIONS

IV. PARTICIPATION AND VOTING RIGHTS

V. REPRESENTATION

VI. LANGUAGE

Annex 1: Explanations to Agenda Item 5

Annex 2: Explanations to Agenda Item 9

I.                     AGENDA

Introduction by the Chairman of the Board of Directors.

1.                   Annual Report 2022, Consolidated Financial Statements 2022, Statutory Financial Statements 2022 and Compensation Report 2022 of LECLANCHE SA

1.1               Approval of the Annual Report 2022, Consolidated Financial Statements 2022 and Statutory Financial Statements 2022 of LECLANCHE SA

Proposal of the Board of Directors: to approve the Annual Report 2022, the Consolidated Financial Statements 2022 and the Statutory Financial Statements 2022 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 2022, the Consolidated Financial Statements 2022 and the Statutory Financial Statements 2022 for shareholders' approval. LECLANCHE SA's auditor MAZARS SA has reviewed these reports and recommends their approval.

1.2               Consultative Vote on the Compensation Report 2022

Proposal of the Board of Directors: to approve, on a consultative basis, the Compensation Report 2022.

Explanation: In line with the recommendations of the Swiss Code of Best Practice for Corporate Governance, the Board of Directors is seeking your endorsement of the Compensation Report 2022 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, compliance with the law and LECLANCHE SA's Articles of Association.

2.                   Appropriation of Available Earnings

Loss for the year 2022 CHF -51,301,023.92

Loss carried forward from previous year  CHF -60,896,600.00

Total accumulated losses  CHF -112,197,623.92

Proposal of the Board of Directors:

Dividend for the year 2022 0.00

Balance to be carried forward CHF -112,197,623.92

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 earnings, 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

4.1               Elections / Re-Election 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. Alexander Rhea
• Mr. Marc Lepièce
• Mr. Christophe Manset
• Mr. Bernard Pons
• 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. Additional details about the board members up for re-election may be found in the Annual Report 2022.

4.2               Re-Election of the Chairman of the Board of Directors

Proposal of the Board of Directors: to re-elect Mr. Alexander Rhea 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.

4.3               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. Alexander Rhea
• 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 Committee. Their term of office is limited by law to one year, and only members of the Board of Directors may be elected. Mr. Ali Sherwani does not stand for re-election to the Appointment and Remuneration Committee.

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

5.1               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 2024 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 votes on compensation amounts for the Board of Directors.

5.2               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 2024 of CHF 2,350,000.00. This amount is half to that approved for the financial year 2023

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 Me. Manuel Isler, attorney-at-law, Geneva, as Independent 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 2023.

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

8.                   Financial Restructuring Measures

8.1               Overview

As per 31 December 2022, 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, debt owed to SEF-Lux[1] in the aggregate amount of approx. CHF 87,982,656.01 was subordinated, which improved the balance sheet situation of the Company temporarily.

Given the financial distress situation of the Company, a financial restructuring measure is proposed, which is aimed at improving the balance sheet situation. Specifically, the Board of Directors proposes a conversion of existing debt in the amount of CHF 66,684,928.67334 into equity through an ordinary capital increase. In order to address this situation, the Board of Directors has agreed with SEF-Lux¹, 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-Lux¹, GP Holding and GPSA in the aggregate amount of CHF 66,684,928.67334 (the "Debt") into 141,299,859 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 shareholders' meeting of the Company (the "Debt-to-Equity-Conversion").

In order to implement the Debt-to-Equity-Conversion, the pre-emptive 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-Lux¹, 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:

• AM Investment S.C.A. SICAV - FIS - R&D Sub-Fund ("AM R&D") will convert claims of CHF 22,819,516.38036 against the Company under a loan agreement with the Company dated 25 June 2021, as amended from time to time (the “AM St. Kitts Construction Loan”);

• AM Investment S.C.A. SICAV – FIS – Liquid Assets Sub-Fund ("AM Liquid") will convert claims of CHF 7,486,355.83134 against the Company under a loan agreement with the Company dated 16 June 2022 (the "AM Liquid Bridge Loan 7M"), and due interests in the amount of CHF 91,999.81398 stemming from a calculation error in connection with the calculation of interest relating to a loan agreement dated 4 February 2021 (the "AM Liquid Bridge Loan 20.4M") converted under the Conversion Agreement 2022[2].
• AM Investment S.C.A. SICAV - FIS – Illiquid Assets Sub-Fund (“AM Illiquid”) will convert claims of CHF 2,669,314.92552 against the Company under a loan agreement with the Company dated 14 June 2022 (the "AM Illiquid Bridge Loan CHF 2.5M"), and due interests under loan agreements dated 23 April 2019 (the "AM Illiquid Bridge Loan 1.27M"), dated 30 March 2017 (the "AM Illiquid Bridge Loan EUR 2.5M Agreement"), dated 23 December 2019 (the "AM Illiquid WCL Loan Agreement"), dated 1 February 2018 (the "AM Illiquid Bridge Loan 3M Agreement"), dated 31 May 2021 (the "AM Illiquid Bridge Loan 3.297M"), dated 4 September 2020 (the "AM Illiquid Bridge Loan 34M") as well as dated 16 March 2018 (the "AM Illiquid ROFO Loan Agreement") for CHF 2,242,156.27032, which includes a correction for the benefit of the Company in the amount of CHF 243,232.93 stemming from a calculation error in connection with the calculation of interest relating to the AM Illiquid Bridge Loan 3.297M converted under the Conversion Agreement 2022;
• Strategic Equity Fund SCA SICAV RAIF – Renewable Energy (RE) ("SEF-RE") will convert claims of CHF 28,261,775.5926 against the Company under loan agreements dated 7 February 2023 (the "SEF-RE Bridge Loan 0.3M"), dated 29 December 2022 (the "SEF-RE Bridge Loan 3M"), dated 24 August 2022 (the "SEF-RE Bridge Loan 3.4M"), dated 26 September 2022 (the "SEF-RE Bridge Loan 3.74M"), dated 13 July 2022 (the "SEF-RE Bridge Loan 5.6M") as well as dated 26 October 2022 (the "SEF-RE Bridge Loan 11M");
• SEF-RE will convert claims of CHF 1,447,429.55808 against the Company under loan agreements dated 7 February 2023 (the "SEF-EMS Bridge Loan 0.4M") and dated 26 October 2022 (the "SEF-EMS Bridge Loan 1M");
• SEF-RE will convert claims of CHF 818,585.77968 against the Company under loan agreements dated 7 February 2023 (the "SEF-MAS Bridge Loan 0.3M") and dated 29 December 2022 (the "SEF-MAS Bridge Loan 0.5M");
• GP Holding will convert due interests in the amount of CHF 4,755.41706 being the correction for the benefit of GP Holding of a calculation error in connection with the calculation of interest relating to a loan agreement dated 4 February 2021 (the "GP Holding Loan 10.7M“) converted under the Conversion Agreement 2022;
• GPSA will convert claims of CHF 843,039.1044 against the Company representing arrangement fees under the SEF-EMS Bridge Loan 0.4M, the SEF-RE Bridge Loan 0.3M, the SEF-RE Bridge Loan 3M, the SEF-RE Bridge Loan 3.74M, the SEF-RE Bridge Loan 5.6M, the SEF-MAS Bridge Loan 0.3M, the SEF-MAS Bridge Loan 0.5M as well as under the loan agreements dated 7 February 2023 (the "GP FOF February Bridge Loan 1M"), dated 14 March 2023 (the "GP FOF March Bridge Loan 1M"), dated 21 April 2023 (the "GP FOF Bridge Loan 5.8M") and dated 22 March 2023 (the "GP FOF Bridge Loan 6.5M") (together the "GP Shanghai Advisory Agreements").

The Debt to be converted at Volume Weighted Average Price (VWAP) calculated over the 60 days preceding 30 April 2023 for:

- AM St. Kitts Construction Loan converted at 85% of the VWAP; and

- all other loans / debt of SEF Lux, GP Holding and GPSA 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 2023, 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.

The GP FOF February Bridge Loan 1M, the GP FOF March Bridge Loan 1M, the GP FOF Bridge Loan 5.8M and the GP FOF Bridge Loan 6.5M granted by Golden Partner Private Equity FOF RAIF – Privilege Invest Sub-Fund (as lender) to LECLANCHE SA (as borrower) in the amount of CHF 14,424,646.55, as well as due interests in the amount of CHF 16,116.66 stemming from a calculation error in connection with the calculation of interest relating to loan agreements dated 18 October 2021, 22 November 2021 and 10 December 2021 (the "GP FOF Interests Bridge Loans") converted under the Conversion Agreement 2022, are outstanding as at 30 April 2023, will not be converted and remain outstanding, but have been subordinated in the sense of Art. 725b para. 4 no. 1 CO.

8.2               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 amount of CHF 14,129,985.90, to bring it from CHF 44,481,491.00 to CHF 58,611,476.90^{by way of two ordinary capital increases as follows:}

8.2.1         Capital Increase for Conversion of AM St. Kitts Construction Loan

1. Entire nominal amount by which the share capital is to be increased: CHF 4'445'389.20
2. Amount of contributions to be made: CHF 22'819'516.38036^[3]
3. Number, nominal value and type of new shares: 44'453'892 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 30 April 2023 (CHF 0.51333) for AM St. Kitts Construction Loan
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 22'819'516.38036 of AM Investment SCA SICAV – FIS – R&D Sub-Fund, Luxembourg. In exchange, the creditor shall receive 44'453'892 fully paid-up registered shares at an issue price of CHF 0.51333 per share
8. Special benefits: None
9. Restriction on transferability: As per the Articles of Association
10. Pre-emptive subscription rights: The entire nominal increase of CHF 4'445'389.20^{will be subscribed by AM Investment S.C.A. SICAV – FIS – R&D Sub-Fund, which is why the pre-emptive subscription rights of shareholders for all newly issued shares in the amount of 44'453'892 are excluded.}

8.2.2         Capital Increase for Conversion of the other Loans / Debt of SEF-Lux, GP Holding and GPSA

1. Entire nominal amount by which the share capital is to be increased: CHF 9'684'596.70
2. Amount of contributions to be made: CHF 43'865'412.29298^[4]
3. Number, nominal value and type of new shares: 96'845'967 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 30 April 2023 (CHF 0.45294) for all other loans / debt of SEF-Lux, GP Holding and GPSA
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 CHF 43'865'412.29298:

- by way of set-off of a claim of CHF 7'578'355.64532 of AM Investment SCA SICAV – FIS – Liquid Assets Sub-Fund, Luxembourg. In exchange, the creditor shall receive 16'731'478 fully paid-up registered shares at an issue price of CHF 0.45294 per share

- by way of set-off of a claim of CHF 4'911'471.19584 of AM Investment SCA SICAV - FIS - Illiquid Assets Sub-Fund, Luxembourg. In exchange, the creditor shall receive 10'843'536 fully paid-up registered shares at an issue price of CHF 0.45294 per share

- by way of set-off of a claim of CHF 28'261'775.59260 of Strategic Equity Fund SCA SICAV RAIF (renewable Energy – RE), Luxembourg. In exchange, the creditor shall receive 62'396'290 fully paid-up registered shares at an issue price of CHF 0.45294 per share

- by way of set-off of a claim of CHF 1'447'429.55808 of Strategic Equity Fund SCA SICAV RAIF (renewable Energy – RE), Luxembourg. In exchange, the creditor shall receive 3'195'632 fully paid-up registered shares at an issue price of CHF 0.45294 per share

- by way of set-off of a claim of CHF 818'585.77968 of Strategic Equity Fund SCA SICAV RAIF (renewable Energy – RE), Luxembourg. In exchange, the creditor shall receive 1'807'272 fully paid-up registered shares at an issue price of CHF 0.45294 per share

- by way of set-off of a claim of CHF 843'039.10440 of Golden Partner SA, Geneva. In exchange, the creditor shall receive 1'861'260 fully paid-up registered shares at an issue price of CHF 0.45294 per share

- by way of set-off of a claim of CHF 4'755.41706 of Golden Partner Holding Co S.à r.l., Luxembourg. In exchange, the creditor shall receive 10'499 fully paid-up registered shares at an issue price of CHF 0.45294 per share

8. Special benefits: None
9. Restriction on transferability: As per the Articles of Association
10. Pre-emptive subscription rights: The entire nominal increase of CHF 9'684'596.70^{will be subscribed by the Creditors, which is why the pre-emptive subscription rights of shareholders for all newly issued shares in the amount of 96'845'967are excluded.}

Explanation: The Company has a negative equity and is over-indebted in the sense of Art. 725b CO. For improving the financial status of the Company and its balance sheet position, the Debt-to-Equity-Conversion 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 nominal amount of CHF 14,129,985.90, thereby excluding the pre-emptive 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 pre-emptive subscription rights of shareholders.

9.                   Amendments to the Articles of Association

Proposal of the Board of Directors: to approve of the amendments to the Articles of Association to comply with the revised Swiss corporate law effective from 1 January 2023, and to introduce contemporary best practices in corporate governance.

Explanation: The proposed amendments to the Articles of Association are primarily driven by the Swiss corporate law reform and are intended to introduce a capital band for increased financial flexibility, incorporate the use of electronic means for more efficient operations, and align the articles with the new compulsory legal provisions. The detailed explanations of the proposed changes, including comparisons to the existing provisions, are provided in the enclosed Annex 2. In line with Art. 698 para. 2 no. 1 CO, it is the responsibility of the Annual General Meeting to amend the Articles of Association.

9.1               Deletion of Art. 3quater and adoption of a new Art. 3quater: Introduction of Capital Band

9.2               Deletion of Art. 3ter and Art. 3quinquies and adoption of a new Art. 3ter and Art. 3quinquies: Conditional Capital (Use of Electronic Means)

9.3               Amendment to Art. 4: Transferability of Shares

9.4               Amendments to Art. 11: Convening of General Meeting, Hybrid and Virtual Meetings, Use of Electronic Means

9.5               Amendment to Art. 11: General Meeting with Venue Abroad

9.6               Amendment to Art. 14: Provision on Qualified Majorities

9.7               Amendments to Art. 10, 13, 15, 16, 18, 23octies, 23decies, 25, 28: Amendments to align Articles of Association with Compulsory New Law

9.8               Amendments to Art. 8, 19, 20, 23sexies and 31: Other Voluntary Changes

10.               Set-off of Accumulated Losses with Capital Contribution Reserves

Proposal of the Board of Directors: The Board of Directors proposes to set-off accumulated losses and the loss of the year 2022 in the total amount of CHF 30,378,148.87 with capital contribution reserves.

Explanation: The Board of Directors proposes to set-off accumulated losses with capital contribution reserves, thereby partly eliminating the existing loss of capital. Pursuant to Art. 698 para. 2 no. 4 and no. 6 CO resolutions on the allocation of available profit (and loss) as well as with respect to statutory capital reserves fall within the competence of the Annual General Meeting.

II.                   ANNUAL REPORT

The Annual Report 2022, which contains the Consolidated Financial Statements, the Statutory Financial Statements as well as the Auditor's Report and the Compensation Report 2022 are available for inspection to shareholders at the Company's headquarters (at the front desk, Avenue des Découvertes 14 C – 1400 Yverdon-les-Bains, Switzerland). The Annual Report and the Compensation Report are also available on LECLANCHE SA's website at https://www.leclanche.com/investor-relations/financial-reports/.

III.                 DOCUMENTATION AND VOTING INSTRUCTIONS

Enclosed with the invitation sent to shareholders are a registration form and an instruction form which shareholders are asked to complete and return by mail to the following address if they wish to attend, or to be represented at the shareholders' meeting: areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf.

Electronic remote votes by proxy and voting instructions to the Independent Representative (netVote): shareholders may participate in the votes and elections by giving instructions to the Independent Representative electronically via https://leclanche.netvote.ch. The required login information will be sent to shareholders together with the written documents for the Annual General Meeting. Changes to the electronically transferred instructions can be made until Friday, 23 June 2023, 11:59 am (CEST). To the extent the shareholder does not provide specific instructions to the Independent Representative, she/he instructs the Independent Representative to vote her/his shares in favour of the proposals of the Board of Directors with respect to the items listed on the agenda. The same shall apply for additional or alternative proposals to the agenda items included in this invitation and for new agenda items.

IV.                PARTICIPATION AND VOTING RIGHTS

Shareholders registered with voting rights in the share register as of 15 June 2023 at 17:00 (CEST), will be authorised to participate and to vote at the shareholders' meeting. They will receive their entrance card and voting material upon returning the registration form or by contacting areg.ch ag at the address indicated above.

From 15 June 2023 at 17:00 (CEST) to 26 June 2023, no entries will be made in the share register, which would create a right to vote at the shareholders’ meeting. Shareholders who sell part or all of their shares during this period are no longer entitled to vote to that extent. They are requested to return or to exchange their admission card and voting material.

V.                  REPRESENTATION

Shareholders who do not intend to participate in the shareholders' meeting personally may be represented by another person authorized by a written proxy who does not need to be a shareholder or by the Independent Representative.

Mr. Manuel Isler, attorney-at-law, c/o BMG Avocats, 8C, avenue de Champel, P.O. Box 385, CH-1211 Geneva, acts as the Independent Representative. The registration form with the completed and signed powers of at-torney should be submitted to areg.ch ag at the address indicated above.

Shareholders who wish to be represented by another person should send their registration form with the completed and signed power of attorney to the attention of areg.ch ag at the address indicated above. The admission card and the voting material will then be sent directly to the address of their designated repre-sentative.

VI.                LANGUAGE

The Annual General Meeting of shareholders will be held in English.

Yverdon-les-Bains, 2 June 2023 For the Board of Directors

 The Chairman

 Alexander Rhea

Annex 1: Explanations to Agenda Item 5

As required by the Swiss Code of Obligations ("CO") and the Articles of Association, the Board of Directors will propose for shareholders’ approval:

1. the maximum aggregate amount of Board of Directors’ compensation for the period until the next AGM in 2024^[5]
2. the maximum aggregate amount of the Executive Committee's compensation for the financial year 2024^[6]

The proposed amounts submitted for approval at this year’s Annual General Meeting of shareholders are aligned with our compensation policy.

Also, we have given you the opportunity to vote under agenda item 1.2 on a consultative basis on the Compensation Report 2022.

Explanations Concerning the Proposed Maximum Compensation Amount of the Board of Directors (Agenda Item 5.1)

The proposed aggregate maximum compensation amount of CHF 600,000.00 is payable to the Board of Directors and, as an indication, consists of fixed fees. This amount is identical to that of the prior period.

In addition, LECLANCHE SA pays compulsory social security insurance contributions to Board of Directors who get paid through the Swiss payroll, as required by law. No variable compensations or pension benefits are awarded to members of the Board of Directors.

Explanations Concerning the Proposed Maximum Compensation Amount of the Executive Committee for the Financial Year 2024 (Agenda Item 5.2)

The Board of Directors is seeking approval for CHF 2,350,000.00 as the maximum aggregate amount of the Executive Committee’s compensation for the financial year 2024. This amount is half to that approved for financial year 2023.

In accordance with the Articles of Association, the Board of Directors submits at each year to the Annual General Meeting of shareholders for approval the maximum compensation of the Executive Committee for the next financial year. The proposed aggregate maximum compensation amount includes the base salary, the variable short-term compensation (bonus) as well as the variable long-term compensation paid or awarded in that year.

As disclosed in the Compensation Report 2022, the compensation of the Executive Committee amounted to kCHF 2'287.90 in the financial year 2022. The proposed aggregate maximum compensation amount is in line with LECLANCHE SA's current compensation policy.

The aggregate maximum compensation amount is a budget and based on the assumption that each member of the Executive Committee and LECLANCHE SA will have fully achieved all target objectives. It should not be regarded as the compensation amount that will be actually paid or awarded.

In addition, LECLANCHE SA pays compulsory social security insurance contributions as required by law.

Annex 2: Explanations to Agenda Item 9

The Swiss Corporate Law Reform, providing for certain revisions to provisions with respect to companies limited by shares in the Swiss Code of Obligations ("CO") and effective since 1 January 2023, necessitates adaptations to the articles of association to ensure alignment with the updated regulations. The amendments proposed by LECLANCHE SA's Board of Directors reflect not just the requirements of the new law, but also a commitment to upholding shareholder rights, modernizing corporate governance, and aligning with the latest market standards. Key areas addressed in the proposed amendments include the introduction of the capital band to provide enhanced financial flexibility, the incorporation of provisions for the use of electronic means for improved shareholder participation, and general revisions to ensure adherence to the new law. Additionally, voluntary adjustments have been made to further consolidate the governance structure. The Board of Directors believes that these amendments will reinforce the governance framework and demonstrate the commitment to the highest standards of corporate conduct, thus proposing the approval of all suggested amendments.

The proposed amendments to the articles of association of LECLANCHE SA (the "Articles of Association") are explained below. Subsequently, each proposed amendment is compared to the current provision. Deletions are shown in red, crossed-out font, new additions in blue font and shifts in green font.

Explanations Concerning the deletion of Art. 3quater and adoption of a new Art. 3quater: Introduction of Capital Band (Agenda Item 9.1)

Pursuant to the recent changes in Swiss corporate law, the Board of Directors suggests replacing the current authorized share capital with a more flexible instrument known as the capital band. This new instrument, providing the Board with the capacity to increase or decrease the share capital by up to 50% within a five-year timeframe, aligns with the latest legal frameworks and aims to enhance financial flexibility by ensuring rapid responses to capital requirements. Such a transition to the capital band is designed to enable the Board to promptly respond to market fluctuations, invest in potential growth opportunities, and optimize capital structure in line with strategic goals, all without the requirement of additional shareholder approval. By doing so, the Board seeks to maintain a competitive edge in the market and to ensure the financial agility necessary in today's dynamic business environment.

The Board of Directors proposes to introduce a capital band of 50% (above and below) of the existing share capital (under the assumption that the share capital is increased according to agenda item 8) for the period until 26 June 2028 by deleting the current Art. 3quater and adopting a new Art. 3quater accordingly. The capital band proposed by the Board of Directors would allow the Board of Directors to increase the share capital of LECLANCHE SA by issuing up to 293,057,384 new shares or to reduce it by eliminating up to 293,057,384 shares.

Explanations Concerning the deletion of Art. 3ter and Art. 3quinquies and the adoption of a new Art. 3ter and 3quinquies: Conditional Capital (Use of Electronic Means) (Agenda Item 9.2)

The newly proposed para. 2 of Art. 3ter is based on the newly enacted Art. 653b para. 1 no. 7 CO, according to which the procedure for exercising the conversion or option rights and for waiving these rights must be stipulated in the articles of association. The same explanation applies to the newly proposed para. 3 of Art. 3quinquies.

With the new Art. 3ter and Art. 3quinquies the Board proposes that the exercise of conversion or option rights, and the waiver of these rights, may in the future be performed electronically or in writing, enhancing the process' flexibility and efficiency.

Explanations Concerning the Proposed Amendment to Art. 4: Transferability of Shares (Agenda Item 9.3)

The proposed amendment to Art. 4 para. 1 mirrors Art. 685d para. 2 CO by newly granting the Board of Directors the option to refuse entry into the share ledger if the requesting party does not declare on demand that no agreement has been made concerning the retraction or return of the relevant shares or that they bear the economic risk of the shares (securities lending). In essence, these new conditions ensure that the registered shareholders are the ultimate beneficial owners of the shares, without any contractual arrangements that might undermine their ownership status or their exposure to the economic risks and rewards associated with share ownership.

This proposed adjustment of Art. 4, thus, aims to reduce the risk of harmful voting practices that run counter to the interests of the economic beneficiaries of LECLANCHE SA.

Explanations Concerning the Proposed Amendments to Art. 11: Convening of General Meeting, Hybrid and Virtual Meetings, Use of Electronic Means (Agenda Item 9.4)

The amendment of Art. 11 para. 1 adjusts the minimum share capital threshold for one or more shareholders to request a shareholders' meeting. This is now set at five percent, in line with Art. 699 para. 3 no. 1 CO. It also explicitly states that the Board of Directors shall convene such a meeting within 60 days of receipt, as specified by Art. 699 para. 5 CO.

With the rapid advancement of technology and in staying ahead of evolving norms, the proposed introduction of para. 2 and para. 3 to Art. 11 aims to ensure continued accessibility and inclusivity for all shareholders, irrespective of their ability to be physically present at shareholders' meetings.

The addition in para. 2 to Art. 11 and the introduction of para. 3 to Art. 11 aligns with the recent changes in Swiss corporate law, specifically Art. 701c CO and Art. 701d CO, which permit two new forms of shareholders' meetings: (1) hybrid meetings, which combine physical attendance with electronic participation, and (2) virtual meetings, which are held exclusively via electronic means with no physical location. These new possibilities shall be made explicitly available through corresponding provisions in the Articles of Association, illustrating LECLANCHE SA's commitment to technological advancement.

The addition in para. 2 to Art. 11 would offer the Board of Directors the flexibility to hold virtual shareholders' meetings (para. 2 in Art. 11) and the introduction of para. 3 in Art. 11 reflects the revised Art. 701c CO that the Board of Directors may hold hybrid meetings (para. 3 in Art. 11). The desire to have flexible forms and to obtain agility for structuring suitable governance and approval processes became particularly relevant during the COVID-19 pandemic where physical meetings were restricted during certain periods, which highlighted the importance for companies to be flexible, including in the form of holding their shareholders' meetings. These possibilities provide the necessary foundation to leverage the potential of modern communication technologies, and ensure that the company is well-equipped to adapt its mode of operation to meet the ever-changing dynamics of the corporate landscape.

Consequently, the proposed addition in para. 2 to Art. 11 and the introduction of para. 3 to Art. 11 mark a significant stride towards digital accessibility and flexibility, assuring continued shareholder participation in any given circumstance, thereby further strengthening the company's commitment to shareholder engagement.

The introduction of para. 4 to Art. 11 now explicitly states which information must be included in the notice convening the meeting, thereby mirroring Art. 700 para. 2 CO.

The proposed adjustment of Art. 11 para. 5 aligns with the fact, that under the revised Swiss corporate law companies are no longer required to make available the annual report and audit report at the company's registered office for inspection. Moreover, it also takes into account the new Art. 699a para. 1 CO, by stating that if the management report including the annual accounts, auditor report, remuneration report, and the Board of Directors' proposals for the shareholders' meeting are not made available electronically, any shareholder may request that a copy of these documents be provided to them in good time.

Similar to the change in Art. 11 para. 1, the minimum share capital required for calling an extraordinary shareholders' meeting is adjusted in Art. 11 para. 6 to at least five percent, as foreseen by Art. 699 para. 3 no. 1 CO.

Explanations Concerning the Proposed Amendment to Art. 11: General Meeting with Venue Abroad (Agenda Item 9.5)

In the proposed amendment of Art. 11 para. 2, the possibility of holding a shareholders' meeting outside of Switzerland, pursuant to the new Art. 701b CO, is introduced.

The ability to hold a shareholders' meeting abroad provides more flexibility for the company and can be advantageous for various reasons. With shareholders and board members spread across different countries, this provision allows the Board to hold meetings in a location that might be more convenient for a majority of participants.

Further, it is also consistent with the growing trend towards globalization and international cooperation. Moreover, this provision could also facilitate participation of foreign investors in LECLANCHE SA's shareholders' meetings, which could, in turn, attract more international investment and foster a more global outlook for LECLANCHE SA.

Explanations Concerning the Proposed Amendment to Art. 14: Provisions on Qualified Majorities (Agenda Item 9.6)

The proposed amended wording of Art. 14 complies with the revised Art. 704 CO, resulting in the deletion of the word "absolute" in connection with the majority of the nominal share values represented. No substantive change is intended by this.

Explanations Concerning the Proposed Amendment to Amendments to Art. 10, 13, 15, 16, 18, 23octies, 23decies, 25, 28: Amendments to align Articles of Association with Compulsory New Law (Agenda Item 9.7)

Art. 10 reflects the amended catalogue of non-transferable powers of the general meeting. These include according to the new Swiss corporate law, the power of the general meeting to approve and adopt the interim dividend (Art. 10 no. 6), the resolution on the repayment of the statutory capital reserve (Art. 10 no. 7) and the delisting of the shares of LECLANCHE SA (Art. 10 no.8).

The change proposed in Art. 13 para. 1 broadens the methods through which shareholders can authorize representation at the shareholders' meeting. While the concept of representation remains the same, the Board of Directors would now also have the discretion to allow forms of authorization other than in writing. This could potentially involve electronic or digital forms of authorization, providing shareholders with more flexibility in how they authorize their representation.

The revised Swiss corporate law uses the term "special investigation" instead of "special audit". Consequently, Art. 15 shall be amended accordingly.

Under the new law, public companies must make the resolutions and election results electronically accessible within 15 days after the shareholders' meeting, stating the exact proportions of the votes. In addition, shareholders may request that the minutes be made available to them within 30 days after the shareholders' meeting. These legal requirements shall be expressly stated in the amended Art. 16 para. 4.

Under the new law, the board of directors no longer has to appoint a secretary. Consequently, Art. 16 para. 2 and Art. 18 shall be adjusted accordingly.

Art. 23octies para. 2 is amended to align it with the revised provisions on post-contractual non-competition clauses. According to Art. 735c para. 2 CO, compensation based on a non-competition clause may not exceed the average of the remuneration of the last three business years and may only be paid if the non-competition clause is justified in terms of business.

The reform has further developed the definition of mandates outside a company and defined them in Art. 626 para. 2 no. 1 CO as positions in comparable functions at other companies with an economic purpose. Consequently, the board proposes to adjust Art. 23decies para. 4 accordingly.

As the Swiss Corporate Law Reform led to the deletion of Art. 662a et seq. CO, Art. 25 para. 1 shall be adjusted accordingly, foreseeing that the annual accounts, comprising the profit and loss account, the balance sheet, the notes to the accounts and the group accounts in future shall be drawn up in accordance with Art. 957 et seq. CO.

The proposed amendment to Art. 28 widens the circumstances under which the Board of Directors must take action and convene a shareholders' meeting for restructuring measures. This change is aimed at aligning Art. 28 more closely with Art. 725 para. 2 CO.

Explanations Concerning the Proposed Amendments to Art. 8, 19, 20, 23sexies and 31: Other Voluntary Changes (Agenda Item 9.8)

With the proposed introduction of the capital band, the board proposes to adjust Art. 8 accordingly.

The reintroduction of Art. 19 aims to provide an operational framework for the Board of Directors, stipulating how meetings are convened, how resolutions are adopted, and how deliberations are documented. It allows any board member to call for a meeting, ensures collective decision-making, allows for digital meetings, mandates minute-keeping, and allows written or electronic resolutions unless discussion is requested.

The proposed amendment to Art. 20 para. 2 reinforces the Board of Directors' powers according to Art. 716a CO, including decisions about acknowledging increases and now also decreases in capital and any resulting changes to the articles of association. Additionally, meetings solely meant for recognising capital changes or subsequent payments on not fully paid-up shares now do not require a special attendance quorum. Specific references to Swiss law articles have been included for clarity.

The proposed modification of Art. 23sexies para. 1 eliminates the term "or promoted", focusing additional compensation solely on newly appointed executive committee members. This change implies that promoted members are not eligible for extra remuneration under Art. 23sexies.

The proposed amendment of Art. 31 broadens the scope and methods for company communications. The new provision retains the Swiss Official Gazette of Commerce as the primary publication organ, but also enables the Board of Directors to designate additional publication outlets. Furthermore, the revised provision introduces more direct and modern methods of communication. Notices to shareholders or participants and other announcements can be sent via letter to the registered addresses in the share ledger, via e-mail, or through any other form the Board deems appropriate.

Articles of Incorporation

of

LECLANCHE SA 

with registered office in Yverdon-les-Bains

Existing articles of incorporation Articles of incorporation including proposed amendments