EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Transcription

1 [Non-binding translation of French original] EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS The shareholders are invited to attend the extraordinary general meeting of shareholders of LECLANCHE S.A. (the Company ) on 26 August 2013 at 11:00 a.m. (doors open at 10:30 a.m.), at Y-PARC, Rue Galilée 15, CH-1400 Yverdon-les Bains. Overview 1. Cancellation of resolutions adopted under agenda item 6 at the annual general meeting of 10 April Capital reduction through nominal value reduction 3. Ordinary capital increases 3.1 Ordinary capital increase tranche A (conversion of the Bruellan Fund loan) 3.2 Ordinary capital increase tranche B (conversion of CHF 4,700,000 of the convertible loan granted by Precept) 4. Amendments to conditional share capital 4.1 Removal of the existing conditional share capital under article 3 sexies of the articles of association 4.2 Creation of conditional capital for Precept s convertible loan 5. Creation of authorized capital 6. Opting-out regarding the duty to make a public tender offer 7. Board elections Introduction Changed Restructuring Concept On 10 April 2013, the annual general meeting of LECLANCHE S.A. adopted a variety of resolutions in the context of the restructuring of the Company, including a capital reduction through a nominal value reduction and an ordinary capital increase consisting of three tranches (including a pre-emptive rights tranche). These resolutions were proposed to the annual general meeting on the basis of granting the Company as much flexibility as possible to find new investors in a private placement of shares who are prepared to provide the liquidity needed for a successful turnaround. New Funding Structure During the ensuing preparation of the capital increase, the board of directors has been able to identify and implement an alternative to ensure the further financing of the Company in accordance with its turnaround plan. It consists of the following elements:

2 CHF 17,000,000 Convertible Loan with Precept as new investor: On 9 July 2013, the Company announced that the board of directors was able to engage Precept Fund Management SPC on behalf of Precept Fund Segregated Portfolio ( Precept ) as new investor who committed itself to grant the Company a 2 per cent loan in the amount of CHF 17,000,000 due June 2016, which is (including accumulated interest) fully convertible into shares of the Company at a conversion price of CHF 1.50 per share ( Convertible Loan ). The Convertible Loan is secured by the Company s assets. Precept is entitled to convert the Convertible Loan at any time into equity until June 30, 2016, or such later extension date. The Company has already drawn an initial amount of CHF 4,700,000 under the Convertible Loan. Precept has agreed to convert this initial amount (including accumulated interest) into shares of the Company after the extraordinary general meeting. Conversion of the Bruellan Fund loan: On 5 November 2012, the Company announced that Bruellan Corporate Action Governance Fund ( Bruellan Fund ) has granted a loan (bridge facility) in the amount of EUR 5,000,000 to Leclanché GmbH, a German subsidiary of the Company ( Original Loan ). On 18 May 2013, the loan was increased by an additional EUR 1,500,000 ( Additional Loan ). The Company and Bruellan Fund have agreed that Bruellan Fund will have the right to convert the Original Loan (including accumulated interest and fee) into shares of the Company at a share price of CHF 1.50 (agenda item 3). Pursuant to a debt assumption and conversion agreement between the Company, Bruellan Fund and Leclanché GmbH, Bruellan Fund has agreed to convert the Original Loan (including accumulated interest and fee) after the extraordinary general meeting. The Additional Loan will be paid back with the proceeds from Precept s Convertible Loan. The agreement of Bruellan Fund and Precept to convert the Original Loan (including accumulated interest and fee) and CHF 4,700,000 (including accumulated interest) under the Convertible Loan, respectively, is subject to the condition that they obtain from the Swiss Takeover Board an exemption from the obligation to submit a mandatory tender offer and that the extraordinary general meeting approves the proposals of the board of directors under agenda items 2, 3 and 7. Bruellan Fund and Precept as new core shareholders Upon conversion of its EUR 5,000,000 Original Loan (including accumulated interest and fee), Bruellan Fund (which is currently not a shareholder of the Company) is expected to own 34.4% of the issued share capital of the Company. Upon conversion of the initial CHF 4,700,000 drawn by the Company under the Convertible Loan (including accumulated interest), Precept (which is currently not a shareholder of the Company) is expected to own 23.5% of the issued share capital of the Company. If Precept were to convert the entire Convertible Loan (together with accumulated interest and fee) at its final maturity date (end of June 2016 provided it is not extended) and assuming the loan were fully drawn down at inception, it would hold 54.3% of the issued share capital of the Company. At that time, assuming Bruellan Fund s shareholding remained constant, Bruellan Fund would then hold 20.6% of the issued share capital of the Company. Recommendation of the board of directors The board of directors is of the view that the rearranged restructuring concept with Precept and Bruellan Fund provides the only viable funding option available to the Company. In contrast thereto the capital increase concept with private placements as resolved by the annual general meeting of 10 April 2013, did not result in any meaningful options to the Company at this time. Given the current situation of the Company and the fact that Precept has indicated its strong interest to further develop Leclanché as a listed company (see also the explanations to agenda item 6), the board of directors has come to the conclusion that the rearranged restructuring concept with Precept and Bruellan Fund as core shareholders is from an operational and financial point of view in the interest of the Company and its constituents and will form the basis for a successful future of the Company. The restructuring measures as proposed by the board of directors are urgently needed in order to maintain the financing of the Company and to successfully perform its financial restructuring. It is a condition to Precept s Convertible Loan that all the proposals of the board of directors under agenda items 1 7 be approved. If a proposal is rejected Precept is entitled to terminate and to demand repayment of the Convertible Loan. 2

3 The proposals under the agenda items 2, 3.1, 3.2 and 7 are interdependent in the sense that they may only collectively be either approved or rejected. Agenda Introduction by the chairman of the board of directors. 1. Cancellation of resolutions adopted under agenda item 6, sub-items , at the annual general meeting of 10 April 2013 The board of directors proposes to cancel (except for the opting-up provision approved under subitem 6.17) all resolutions adopted under agenda item 6 (i.e., sub-items ) at the annual general meeting of 10 April 2013 with retroactive effect. Explanation to agenda item 1: The following resolutions of the annual general meeting of 10 April 2013, are proposed to be cancelled: Capital reduction in the amount of CHF 16,890,435 through a nominal value reduction from CHF 5 to CHF 2 (item 6.1); Ordinary capital increase (pre-emptive rights tranche) by a maximum amount of CHF 16,890,436 (item 6.2); Ordinary capital increase (first investor tranche) by a maximum amount of CHF 20,000,000 (item 6.3); Ordinary capital increase (second investor tranche) by a maximum amount of CHF 7,000,000 (item 6.4); Removal of the existing conditional share capital under article 3 sexies of the articles of association and creation of conditional capital in the maximum amount of CHF 1,000,000 for the issuance of option rights to Bruellan Fund (item 6.5); Creation of conditional capital in the maximum amount of CHF 4,000,000 for the issuance of option and/or conversion rights to creditors in the context of the restructuring (item 6.6); and Creation of authorized capital in the maximum amount of CHF 14,075,362 (item 6.7). These resolutions are redundant under and inconsistent with the newly proposed restructuring concept and, therefore, are proposed to be cancelled. The opting-up (provision in the articles of association which exempts any shareholder holding voting rights of up to 49% from the obligation to make a public tender offer) approved under agenda item 6.17 remains effective and the board of directors proposes under agenda item 5 to amend the articles of association by an opting-out provision. 2. Capital reduction through nominal value reduction Subject to the condition that the proposals under agenda items 3.1, 3.2 and 7 are being approved, the board of directors proposes that the share capital shall be reduced as follows: 1. The share capital shall be reduced by CHF 16,271, The capital reduction shall be implemented by reducing the nominal value of all outstanding 5,630,145 registered shares from currently CHF 5 per share to CHF The reduction amount of CHF 16,271, shall be allocated to the general reserves in a separate position (general reserves from capital reduction). 4. Article 3 ter of the articles of association of the Company will be amended as follows: 3

4 Current Version Article 3 ter The board of directors may decide to increase the share capital of the Company up to a maximum nominal amount of CHF (one million six hundred seventeen thousand and nine hundred twenty five Swiss francs), through the issuance of a maximum of (three hundred twenty three thousand and five hundred eighty five) registered shares with a nominal value of CHF 5. (five Swiss francs) each. The new shares are fully paid-in. The increase occurs through the exercise of option rights granted to employees and members of the management and the board of directors of the Company in accordance with conditions determined by the board of directors. The board of directors determines the issue price. The pre-emptive rights of the shareholders are excluded. The new registered shares are subject to the restrictions set forth in article 4. Proposal of the Board of Directors Article 3 ter The board of directors may decide to increase the share capital of the Company up to a maximum nominal amount of CHF 1,617, (one million six hundred seventeen thousand nine hundred twenty four Swiss francs and seventy-nine cents), through the issuance of a maximum of 766,789 (seven hundred sixty-six thousand and seven hundred eighty-nine) registered shares with a nominal value of CHF 2.11 (two Swiss francs and eleven cents) each. The new shares are fully paid-in. The increase occurs through the exercise of option rights granted to employees and members of the management and the board of directors of the Company in accordance with conditions determined by the board of directors. The board of directors determines the issue price. The pre-emptive rights of the shareholders are excluded. The new registered shares are subject to the restrictions set forth in article 4. Explanation to agenda item 2: According to Art. 624 of the Swiss Code of Obligations, new shares may only be issued at or above nominal value. The shares of the Company traded on the day before the announcement of the Convertible Loan at CHF The board of directors is of the view that new capital can only be created if the new shares can be issued at a price below the current nominal value of CHF 5. If the new shares are to be issued at a price below the current nominal value, the capital reduction by way of reduction of the nominal value is a prerequisite of the capital increase as proposed under agenda item 3. The proposed reduction in the amount of CHF 16,271, will be fully allocated to the Company s general reserves in a separate position (general reserves from capital reduction). The share capital to be reduced under this agenda item will be immediately re-increased by a higher amount by means of the proposed capital increases under agenda item 3 (so called harmonica). 3. Ordinary capital increases 3.1. Ordinary capital increase tranche A (conversion of the Bruellan Fund loan) The board of directors proposes that the share capital to be reduced to CHF 11,879, shall, subject to the condition that the proposals under agenda items 2, 3.2 and 7 are being approved, be increased by an ordinary increase of the share capital by an amount of CHF 9,710, through the issuance of 4,602,237 new registered shares at a par value of CHF 2.11 each as follows: 1. a) The nominal value of the share capital shall be increased by CHF 9,710, b) 4,602,237 registered shares with a nominal value of CHF 2.11 each shall be issued. 2. a) The new registered shares shall be fully paid in. b) The new registered shares have no preferential rights. 3. a) The new registered shares are issued at an issue price of CHF 2.11 (nominal value). b) The contribution for each new registered share shall be effected as follows: CHF 1.50 by offsetting against loans; and CHF 0.61 from freely disposable equity capital of the Company (including the Company s capital contribution reserves) pursuant to article 652d of the Swiss Code of Obligations. c) Start of dividend entitlement: business year d) The rights attached to the new registered shares (in particular the voting rights) shall arise upon entry of the new registered shares in the commercial register. 4

5 4. The pre-emptive rights of the existing shareholders are excluded. The new registered shares shall be offered by the board of directors completely to Bruellan Corporate Governance Action Fund ( Bruellan Fund ), a financial creditor of the Leclanché group under the loan agreement of 23 November 2012 ( Loan Agreement ) for subscription with Bruellan Fund being entitled to pay its share of the issue price by offsetting against loans under the Loan Agreement ( offset payment ). 5. The offset payment and the contribution from disposable equity capital are urgently needed in the restructuring of the Company, which is why the pre-emptive rights are completely excluded and must be completely allocated by the board of directors to Bruellan Fund. 6. The new registered shares shall be subject to the transfer restrictions set out in article 4 of the articles of association of the Company Ordinary capital increase tranche B (conversion of CHF 4,700,000 under the Convertible Loan granted by Precept) The board of directors proposes that the share capital that has been increased within the scope of tranche A to CHF 21,590, shall, subject to the condition that the proposals under agenda items 2, 3.1 and 7 are being approved, be increased by an additional ordinary increase of the share capital by an amount of CHF 6,630, to CHF 28,220, through the issuance of 3,142,385 new re - gistered shares at a par value of CHF 2.11 each as follows: 1. a) The nominal value of the share capital shall be increased by CHF 6,630, b) 3,142,385 registered shares with a nominal value of CHF 2.11 each shall be issued. 2. a) The new registered shares shall be fully paid in. b) The new registered shares have no preferential rights. 3. a) The new registered shares are issued at an issue price of CHF 2.11 (nominal value). b) The contribution for each new registered share shall be effected as follows: CHF 1.50 by offsetting against loans; and CHF 0.61 from freely disposable equity capital of the Company (including the Company s capital contribution reserves) pursuant to article 652d of the Swiss Code of Obligations. c) Start of dividend entitlement: business year d) The rights attached to the new registered shares (in particular the voting rights) shall arise upon entry of the new registered shares in the commercial register. 4. The pre-emptive rights of the existing shareholders are excluded. The new registered shares shall be offered by the board of directors completely to Precept Fund Management SPC on behalf of Precept Fund Segregated Portfolio ( Precept ), a financial creditor of the Leclanché group under the convertible loan agreement of 8 July 2013 ( Convertible Loan Agreement ) for subscription with Precept being entitled to pay its share of the issue price by offsetting against loans under the Convertible Loan Agreement ( offset payment ). 5. The offset payment and the contribution from disposable equity capital are urgently needed in the restructuring of the Company, which is why the pre-emptive rights are completely excluded and must be completely allocated by the board of directors to Precept. 6. The new registered shares shall be subject to the transfer restrictions set out in article 4 of the articles of association of the Company. 5

6 Explanation to agenda item 3: Under agenda item 3.1, the board of directors proposes to the extraordinary general meeting to create the shares needed for the conversion of the Bruellan Fund loan (including accumulated interest and fee) into shares of the Company at a conversion price of CHF The shares will be issued at the (reduced) nominal value, and the difference between the (reduced) nominal value and the conversion price of CHF 1.50 (amounting to CHF 0.61) will be contributed by freely disposable equity capital of the Company. The pre-emptive rights will be excluded in favour of Bruellan Fund. Under agenda item 3.2, the board of directors proposes to the annual general meeting to create the shares needed for the conversion of CHF 4,700,000 (including accumulated interest) under the Precept Convertible Loan into shares of the Company at a conversion price of CHF The shares will be issued at the (reduced) nominal value, and the difference between the (reduced) nominal value and the conversion price of CHF 1.50 (amounting to CHF 0.61) will be contributed by freely disposable equity capital of the Company. The pre-emptive rights will be excluded in favour of Precept. 4. Amendments to conditional share capital 4.1. Removal of the existing conditional share capital under article 3 sexies of the articles of association The board of directors proposes to remove the existing conditional share capital under Article 3 sexies. Explanation: There are no outstanding conversion rights or option rights based on the existing article 3 sexies of the articles of association of the Company Creation of conditional capital for Precept s Convertible Loan The board of directors proposes to create a conditional capital in the maximum amount of CHF 12,457, and to include the following Article 3 quinquies in the articles of association of the Company: Article 3 quinquies The share capital of the Company may be increased by up to a maximum nominal amount of CHF 12,457, (twelve million four hundred fifty-seven thousand four hundred thirty-three Swiss francs and sixty-seven cents), by issuing a maximum of 5,903,997 (five million nine hundred and three thousand nine hundred ninety-seven) fully paid-in registered shares with a nominal value of CHF 2.11 (two Swiss francs and eleven cents) each by the exercise of conversion rights granted to Precept Fund Management SPC on behalf of Precept Fund Segregated Portfolio ( Precept ) under the convert - ible loan agreement of 8 July 2013, as amended from time to time ( Convertible Loan Agreement ) with Precept being entitl - ed to pay the issue price in whole or in part by offsetting against claims under the Convertible Loan Agreement. The conversion rights granted to Precept under the Convertible Loan Agreement are needed for the restructuring of the Company. The pre-emptive rights of the shareholders are therefore completely excluded in favour of Precept. The conversion shall be made in accordance with the terms of the Convertible Loan Agreement. The conversion rights are exercisable until 30 June 2016, subject to extensions (all in accordance with the Convertible Loan Agreement). The new registered shares are subject to the restrictions set forth in article 4. Explanation to agenda item 4.2: As mentioned in the introduction to this invitation, Precept will be entitled to convert the Convertible Loan into shares of the Company. The conditional capital to be resolved upon under this agenda item would provide capital needed for a conversion of Precept s Convertible Loan. 5. Creation of authorized capital The board of directors proposes to replace the current Article 3 quarter of the articles of association of the Company in its entirety by the following new authorized capital provision: 6

7 Article 3 quarter: Authorized Share Capital The board of directors is authorized until 25 August 2015 to increase the share capital up to a maximum amount of CHF 14,075, (fourteen million seventy-five thousand and three hundred sixty Swiss francs and fifty-seven cents) through the issue of a maximum of 6,670,787 (six million six hundred seventy thousand and seven hundred eighty-seven) fully paid-in registered shares with a nominal value of CHF 2.11 (two Swiss francs and eleven cents) each. Partial capital increases are possible. The issue price, the date for entitlement to dividends and the type of contributions are determined by the board of directors. Contributions from freely disposable equity capital of the Company (including the Company s capital contribution reserves) pursuant to article 652d of the Swiss Code of Obligations up to the entire issue price per registered share are possible. The new registered shares are subject to the restrictions set forth in article 4. The board of directors can exclude the pre-emptive rights in favour of (i) Precept Fund Management SPC on behalf of Precept Fund Segregated Portfolio ( Precept ), a financial creditor of the Leclanché group under the convertible loan agreement of 8 July 2013, as amended from time to time ( Convertible Loan Agreement ) for subscription with Precept being entitled to pay the issue price in whole or in part by offsetting against claims under the Convertible Loan Agreement, and (ii) Talisman Infrastructure International Ltd., a company associated with Talisman Infrastructure Ventures LLP through common ownership for non regulated services rendered to the Company in connection with the capital raising or other advisers or agents of the Company in connection with the restructuring. Explanation to agenda item 5: The authorized capital as proposed to the extraordinary general meeting under this agenda item would provide additional capital needed for a conversion of Precept s Convertible Loan. As already communicated, the board of directors has appointed Talisman Infrastructure Ventures LLP ( TIV ) to work with the management to lead a turnaround process for the Company. Talisman Infrastructure International Ltd. ( TIIL ), an associate company under common ownership with TIV has also provided extensive services associated with the introduction of potential investors, including Precept and assisting the Company with the negotiation of terms of the financing. The Company has agreed to compensate TIV through a retainer and TIIL through a success based package including a cash bonus of 250,000 and warrants over 6% of the Company on a fully diluted basis at different strike prices. The authorized capital proposed under agenda item 5 may serve as a basis for such issuance of 1,427,703 option rights. 6. Opting out regarding the duty to make a public tender offer The board of directors proposes to adopt an opting-out provision regarding the duty to make a public tender offer pursuant to Article 32 of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) of 24 March 1995 and to amend Article 5 of the articles of association of the Company as follows (amendments underlined): Article 5 By resolution of the shareholders of 10 April 2013, the following opting-up provision was adopted: A duty to make a public tender offer pursuant to article 32 of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) of 24 March 1995, only exists if the threshold of 49% of the voting rights has been exceed - ed. By resolution of the shareholders of 26 August 2013, the following opting-out provision was adopted: An acquirer of shares in the Company is not obliged to make a public tender offer pursuant to article 32 of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) of 24 March Explanation to agenda item 6: Public tender offer and opting-out: The board of directors proposes to include a provision in the articles of association of the Company that will exempt any investor from the duty to make a public tender offer i.e., a mandatory offer to all shareholders of the Company to acquire their shares at a minimum price which is the higher of (i) the stock market price (volume-weighted average price of the daily closing rates for a period of 60 days prior to the announcement of the offer or the pre-announcement of the offer, respectively) and (ii) the highest price paid by such investor for shares in the Company in the 12 months preceding the offer in the event the investor exceeds the threshold of % of the voting rights of the Company as set forth in Article 32 Federal Act on Stock Exchanges and Securities Trading (SESTA) (so called opting-out ). By adopting the opting-out provision as pro- 7

8 posed by the board of directors, the shareholders waive their right to an exit opportunity providing a minimum price (see above) in case of a change of control. In other words, neither a current share - holder, nor Bruellan Fund or Precept (see below), nor any other future shareholder of the Company exceeding the threshold of % of the voting rights of the Company will be obliged to submit a tender offer to all other shareholders to acquire their shares at a minimum price. Background: In the context of a restructuring, an investor might be willing to invest in the Company only if such investor is exempted from the duty to make a public tender offer. Also the restructuring plan ( Restructuring Plan ) which includes the debt assumption and conversion agreement with Bruellan Fund and the Convertible Loan is conditioned upon Bruellan Fund and Precept not being subject to or being exempted from the duty to make a public tender offer. Therefore, the board of directors proposes to the extraordinary general meeting to adopt an opting-out in order to provide existing and potential future investors with comfort as to such exemption and thus provide the Company with additional flexibility in the restructuring of the Company and its financing activities going forward. The board of directors deems an opting-out in the best interest of the Company and an appropriate measure to secure the necessary funds to continue operations. Bruellan Fund and Precept in particular: Bruellan Fund and Precept, upon conversion of their loans into equity of the Company, will exceed the threshold of % of the voting rights (the latter only if it elects to convert its loan into equity). As mentioned in the introduction to this extraordinary general meeting, it is currently expected that upon conversion of its EUR 5,000,000 Loan, Bruellan Fund (which is presently not a shareholder of the Company) is expected to own 34.4% of the issued share capital of the Company. Upon conversion of the initial CHF 4,700,000 drawn by the Company under the Convertible Loan, Precept (which is presently not a shareholder of the Company) is expected to own 23.5% of the issued share capital of the Company. If Precept were to convert the Convertible Loan (together with accumulated interest and fee) at its final maturity date and assuming the loan were fully drawn down at inception, it would hold 54.3% of the issued share capital of the Company. At that time, assuming Bruellan Fund s shareholding remained constant, it would then hold 20.6% of the issued share capital of the Company. Bruellan Fund and Precept have entered into a restructuring agreement to ensure the Restructuring Plan being implemented and have disclosed themselves as a group of parties acting in concert. Bruellan Fund has communicated to the Company that it has agreed to the conversion of its loan into equity in order to support the restructuring process of the Company and not for the purpose of exercising control over the Company. Bruellan Fund is affiliated to Bruellan SA, Geneva, where Mr. Spillmann is a principal partner. Due to a potential conflict of interest, Mr. Spillmann abstained from voting when the board of directors decided to submit this agenda item 6 to the extraordinary general meeting. Precept s current intention with regard to the Company is to be an anchor investor to foster its successful turnaround, which presently targets a break-even at EBITDA level by It has signed the agreement regarding the Convertible Loan with the Company to provide the funding necessary to support this and currently intends to convert the entire Convertible Loan into shares as soon as practically possible, thereby becoming the major shareholder of the Company and ensuring continuity and stability in the Company s shareholder and financial base during the turnaround process. Following the successful completion of the turnaround, although it is Precept s present intention to remain a long term shareholder of the Company to ensure stability, Precept will consider all possible options including remaining the major shareholder of the Company, reducing its participation in the Company gradually over time, or disposing of its entire participation in the Company at once with an acquirer at that time relying on the opting out clause. Pursuant to the terms of the Convertible Loan, Precept may cancel its commitment to pay out loans with immediate effect and/or declare immediately due and payable all outstanding amounts under the convertible loan, if the shareholders of the Company do not approve the agenda items of the extra - ordinary general meeting, including this item 6, the opting out clause. On July 19, 2013, Bruellan Fund and Precept each submitted a request to the Swiss takeover board that an exemption is granted to them in connection with the Restructuring Plan. These requests are formally not connected with the suggested opting out clause insofar as the Restructuring Plan would, if the Swiss takeover board ruled in Bruellan Fund s and Precept s favour prior to this extraordinary general meeting, still require the extraordinary general meeting to approve the proposed opting-out. 8

9 Depending on the outcome of the decision of the Swiss takeover board regarding Bruellan Fund s and Precept s requests the board of directors of the Company reserves the right to withdraw the proposal under this agenda item 6 (if decision is rendered prior to the extraordinary general meeting) or to propose to a subsequent general meeting to remove the opting-out clause adopted by this extraordinary general meeting (if decision is rendered after the extraordinary general meeting). Procedure at this extraordinary general meeting: In order to meet the procedural requirements stipulated in recent decisions by the TOB, shareholders of the Company who will presumably benefit from the opting-out (as well as all shareholders acting in concert) are under this agenda item excluded from exercising their voting rights. In addition, and only as a precaution, the board of directors has decided to refrain from appointing a Company representative (Organvertreter; représentation par la Société) in this extraordinary general meeting. 7. Elections to the Board of Directors The board of directors proposes, subject to the condition that the proposals under agenda items 2, 3.1 and 3.2 are being approved, to elect Mr. Bryan Urban and Mr. Jim Atack, each for a term of three years as provided for in the Articles of Association. The elections will be carried out individually. Bryan Urban, US citizen, was born in He has over 20 years of energy development, finance and operational experience covering a broad array power generation and energy infrastructure assets in the Americas and Asia/Pacific. Mr. Urban is also the Managing Partner at Silveron Capital Partners (he founded in 2006) where he heads up a boutique investment banking and advisory team specializing in financing and M&A transactions for power and alternative energy companies. Mr. Urban s energy finance experience covers a broad array of deal structures and capital sources in both debt and equity. He has many years of hands-on development and operational experience as the CFO of Panda Energy International, an independent power company active throughout the world. Early in his career Mr. Urban spent five years with Arthur Andersen where he was involved with both audit engagements and M&A transactions. He is a CPA and earned a Bachelor of Science from Indiana University. Jim Atack, British citizen, was born in He recently retired as director of strategic development of Petrofac Plc., a UK international oil services company. For six years, up to August 2006, he was the managing director of the Petrofac Facilities Management subsidiary, worldwide, establishing it as the sole Service Operator of North Sea platforms and terminals. He was also engaged in the successful rehabilitation of the Ramform Banff FPSO. Mr. Atack s prior experience spans some seventeen years of oil and gas field production and development projects with BP in the North Sea, Onshore UK, and Alaska. He has a long history throughout his career of troubleshooting and optimizing operational aspects of production facilities, and developing workable strategies to successfully implement optimization plans. Mr. Atack holds degrees in Civil Engineering (Loughborough University of Technology, B.Sc Hons.) and Offshore Structures (Massachusetts Institute of Technology, M.Sc). Explanation to agenda item 7: The Company and Precept agreed that, subject to the approval of the shareholders meeting, Precept may have two representatives in the board of directors of the Company (or such greater number so that its representatives constitute at least one third of the board of directors) for so long as Precept s loan is outstanding. The board of directors fully supports the candidacy of the two experienced gentlemen and would be glad to welcome them on the board of directors. 9

10 Documentation Enclosed with the invitation sent to shareholders are a registration form and an instruction form which shareholders are asked to complete and return by mail to the following address if they wish to attend, or to be represented at, the extraordinary general meeting of shareholders: ShareCommService AG, Europastrasse 29, CH-8152 Glattbrugg. Participation and voting rights Shareholders registered with voting rights in the share register as of 22 August 2013 will be authorised to participate and to vote at the extraordinary general meeting of shareholders. They will receive their entrance card and voting material upon returning the registration form or by contacting ShareCommService AG at the address indicated above. From 23 August 2013 to 27 August 2013, no entries will be made in the share register which would create a right to vote at the extraordinary general meeting of shareholders. 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. Representation Shareholders who do not intend to participate in the extraordinary general meeting of shareholders personally may be represented by their bank or their financial advisor as depository representative, by another person authorized by a written proxy or by the independent representative. The representatives need not be shareholders. There is no Company representative appointed for this extraordinary general meeting. Mr. Manuel Isler, attorney-at-law, c/o BMG Avocats, 8C, avenue de Champel, P.O. Box 385, CH-1211 Geneva, acts as independent representative according to article 689c of the Swiss Code of Obligations. The registration form with the completed and signed powers of attorney should be submitted to ShareCommService AG at the address indicated above. In the absence of express instructions to the contrary the independent representative will vote in favour of proposals made by the board of directors. Power of attorneys submitted to the Company will be turned over to the independent representative. Shareholders who wish to be represented by another person or by a depository representative should send the registration form with the completed and signed power of attorney to the attention of ShareCommService AG at the address indicated above. The admission card and the voting material will then be sent directly to the address of their designated representative. Depository representatives within the meaning of article 689d of the Swiss Code of Obligations are requested to notify the Company no later than 23 August 2013, 12:00 a.m., of the number of shares they represent. Language The extraordinary general meeting of shareholders will be held in English. Yverdon-les-Bains, 2 August 2013 For the board of directors The Chairman Stefan A. Müller 10

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