2014 annual report - one creation · 2015-06-01 · fight against terrorism that otherwise could...

56
2014 ANNUAL REPORT

Upload: others

Post on 22-Jul-2020

1 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

www.onecreation.org

Vevey - Switzerland

couv.indd 1 17.03.2015 13:58:17

AN INNOVATIVE

COOPERATIVE

INNOVANTE

FOR A TRUSTING

RELATIONSHIP BETWEEN

FINANCE AND INDUSTRY

2014 ANNUAL REPORT

The economic, financial and social challenges must reconcile Society’s needs with protecting the environment.

Our Cooperative, ONE CREATION, offers you the possibility of taking holdings in companies which operate in environmental technologies at all stages of industrial development.This function results from new awareness of the need for integrated economic development, for the economy, the environment and our Society’s sustainable evolution.

ISIN CH0211420010

Page 2: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty
Page 3: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

3

TABLE OF CONTENTS

4

5

6

9

11

12

13

15

18

ONE CREATION - IN BRIEF STRUCTURE

MESSAGE FROM THE CHAIRMAN

VIEW FROM MANAGEMENT

CONCEPT

ORGANIZATION OF ONE CREATION

TRANSPARENCY OF THE FINANCIAL CIRCUIT

OPPORTUNITY FOR WHOM?

SUSTAINABLE MANAGEMENT OF INVESTMENT RISK

MUTUAL BENEFITS

INTERCONNECTED NETWORK 19

20

24

26

27

29

31

32

33

2014 UNDER REVIEW 2014 ACTIVITIES

SHARE CAPITAL

SHARE VALUE

STABLE AND GROWING DIVIDENDS

HOLDINGS

MARKETING AND COMMUNICATION

LOOKING BACK AT 2014

FINANCIAL STATEMENTS

INVESTMENTS ON 31.12.2014 38

PROSPECTS 41

42

INFORMATION

QUESTIONS/ANSWERS, SO THAT NO DOUBT SUBSISTS

STATUTES 48

Sans titre-3.indd 3 27.05.2015 13:08:24

Page 4: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

4

STRUCTURE

BOARD OF DIRECTORS

MAURICE HARTMARK Chairman

PIERRE ABREZOL Vice-Chairman

MARC BOHREN Member

TERM

GM 2016 financial year

GM 2016 financial year

GM 2016 financial year

TANIA CARROZ Secretary (not a board member)

AUDITOR

Deloitte SA 2014

MANAGEMENT

CONINCO Explorers in finance SA in accordance with article 25 of the statutes

www.explorersinfinance.ch

REGISTERED OFFICE

Quai Perdonnet 5 1800 Vevey 1 (Switzerland)

T +4121 925 00 33 F +4121 925 00 34

www.onecreation.org

ISIN

CH0211420010

Sans titre-3.indd 4 27.05.2015 13:08:24

Page 5: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

5

MESSAGE FROM THE CHAIRMAN

“A labyrinthine man never seeks the truth, but only his Ariadne.” F. Nietzsche – Thus Spoke Zarathustra

Dear associate co-operators,

Our 2013 financial year saw ONE CREATION pass its “entrance exam” and join the ranks of businesses to be taken seriously in the real

sustainable economy. The 2014 financial year underlined the attractiveness of our cooperative model, as well as the soundness of our timing and our rational expectations, allowing us to propose the distribution of a dividend even before the end of the “trial” period we had determined at the outset.

And as I write these lines, I note with satisfaction that seven new associates have already agreed to our statutes and joined our ranks since the start of the year! This is of course thanks to the ceaseless work of our management, but I must also mention the efforts of one of our associates in particular, who effectively put into practice the concept “one associate = another associate” launched in 2012, and helped to inform and convince a new institutional associate to join us. May they be an example to others!

We have therefore reached a turning point of sorts, and I would like to emphasize the continuing need for a spirit of cooperation and “joint action”. Because we must prepare ourselves for the growth we seek, the “new” growth of innovation.

Have you ever dreamed or imagined you were lost in a maze? It’s an analogy which quite accurately reflects the challenges facing our world and our local and global environment. In an intrinsically complex and dangerous situation we must discover the exit and find “Ariadne” as quickly as possible, because time is not on our side. The Minotaur, with its unspeakable fanatical impulses, diverts immense resources to the fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty. We must nonetheless seek “the truth”, the most appropriate ways of navigating the twists and turns of the maze, of which there are many.

Indeed they all have their obstacles, for each of us to confront.

ONE CREATION is one of those unifying threads which seeks to assure our wellbeing, based on values that are worth protecting.

We are lucky today in that we all have roughly the same concept of “Ariadne”. Our cultural unity ensures a shared awareness of the challenges and objectives before us, a mutual understanding set forth at our General Meeting. Will it always be thus?

The projected development of ONE CREATION in concentric circles – of which management speaks more below – will encourage us to find solutions that allow us to maintain unity in diversity. As we cross frontiers, while the problems will remain the same, the rules of engagement may change and we will need to lift the “Rawlsian veil of ignorance” in order to understand them, so that we can contribute to their necessary development.

The Cooperative is above all an association of people organized along egalitarian corporative lines, who pool their resources and their efforts for the greater good. Associates are its owners and beneficiaries, and are best placed to identify its needs and take appropriate measures through joint action.

This type of company was supplanted for a time by the idea of the state as provider. With the cracks now appearing in the latter construct and the collapse of the ideology of progress, the cooperative is the object of renewed interest far and wide. We are among the first to have understood this.

It will be up to associate-co-operators such as ourselves to act in concert, according to our individual and collective experiences; to adapt and innovate so that, while demonstrating the necessity of ONE CREATION as a force for good in the interdependent social economy, we can modernise its legal framework – somewhat neglected by the legislator – and make itsactivities more effective still. I am convinced that together we will find the thread and successfully negotiate our path through the maze to “Ariadne”.

That is my wish for us all, and I offer my thanks to associates and co-operators, board members and management.

Maurice Hartmark, Chairman of the Board of Directors

Sans titre-3.indd 5 27.05.2015 13:08:25

Page 6: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

6

VIEW FROM MANAGEMENT

The 2014 financial year reflected the development cycle of ONE CREATION, affirming its business model and its objective of supporting the development of technologies that ensure economic progress respectful of nature. An axiom we have followed, borne out by a financial year which allowed the distribution of an initial dividend subject to the decision of associates at the General Meeting. This was

indeed the outcome requested during our presentations to new associates, be they legal entities or private individuals. A necessary precondition to affirm the concept of ONE CREATION, and confirm that our approach is governed not only by the search for a positive impact on the environment, but also by the desire to achieve an established position in industry and to redistribute the economic revenues derived from this commitment.

In this context, as soon as Management learnt that a dividend would be on the table for the 2014 financial year, it proposed to the Board of Directors that all new admissions of associates should be deferred until the start of 2015. Indeed it was important for the market that ONE CREATION should answer the call to distribute a dividend, even though, at the time of its launch, development prospects showed little probability of such an outcome before a reasonable timescale of five to seven years. This timescale was taken into account in view of the Cooperative’s deployment structure and its declared aim to create economic value with a positive impact on the environment. The Board of Directors has therefore shown good governance by steering a course between the need to welcome new associates and the need to protect the interests of existing associates. Following this line of conduct, a number of opportunities to increase share capital through the development of market activity will be pursued in 2015.

Later in this report, under “2014 ACTIVITIES”, details are provided of the considerations that allowed us to formalise the model of acquisitions, diversification of the risk of resource allocation, the link to the environment and remuneration of associates.

THE ENVIRONMENT IS A GLOBAL CHALLENGE, BUT ALSO ONE WHICH AFFECTS INDIVIDUALS

Not a week goes by without articles, newly published books, political interventions and conferences drawing the attention of individuals and society to the acceleration of global warming and its negative impact both on our ecosystem and on humanity. At conferences, it is clear that collectively we all agree wholeheartedly with the need to take action to curb the current trend, and perhaps even reverse it. However, as soon as we return to the private sphere, we are all individually unconcerned to a greater or lesser extent.

We face the conflicting challenges of protecting the biodiversity of plant and animal species, and furthering the development of humanity, conscious all the while that the time for reflection and action is fast running out. Hence a collective awareness in terms of foreseeable hopes for our own lives, and the impact this can have on our commitment to action which is often difficult to envisage, since for many of us reversing the current trend will bear fruit only for future generations, i.e. for a later individual and collective good.

ONE CREATION has a positive effect on the impact which we as individuals can have in our own lifetimes. By taking a stand in concert to promote or safeguard the specific economic interests of its members, while at the same time supporting applied research in the field of environmental protection and the preservation of natural resources, as well as the deployment of technologies designed to ensure economic progress, each associate can make a direct contribution today to social development that is virtuous and efficient.

The participation of pension funds, family offices, individuals, public authorities and other similar forms of civil society in the development of ONE CREATION emulates a concept in phase with the new paradigm of economic development, furthering the concept of the circular economy and its positive impact on the environment.

Olivier Ferrari, CEO CONINCO Explorers in finance SA

ONE CREATION Management

Sans titre-3.indd 6 27.05.2015 13:08:25

Page 7: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

7

This type of economy encourages the emulation of a diversified ecosystem allowing the creation of firms and hence jobs, generating positive consequences in terms of government revenues and current and future wellbeing generally.

THINK GLOBAL – ACT LOCAL – GLOBAL IMPACT

It is precisely this approach that the ongoing development of ONE CREATION promotes; indeed it is one of the cornerstones of the wealth creation central to its foundation.

The first four financial years will have demonstrated that it is not the amount of share capital which is decisive in the success of a project, but the very essence of the typology and aims that the project encapsulates.

ONE CREATION is often questioned as to its approach combining listed and unlisted companies, which in the world of finance generally is antagonistic. The answer is that we are not wealth managers; our approach is to acquire holdings. A listed or unlisted status is not decisive in the Cooperative’s choice, but rather the desire to create a relationship between the environment and sustainable industrial economic development.

This choice is not made in the sense of stock market trading, but through the economy and industry, based on the firms and companies which further its development. Insofar as it is the economy – and the firms that make up its constituent parts – which is central to development, ONE CREATION positions itself according to this format. “THINK GLOBAL” therefore acquires a practical dimension. The combination of listed and unlisted entities, and start-ups-at different levels, ensures a “biodiversity” which reduces the risk of adverse economic trends affecting the part of assets represented by share capital. Nevertheless, this approach does not exclude holdings which may not achieve their targets. However we do have a global position and diversification through listed companies with their own valuation risks. The latter allow us to be in phase with the general development vision of this growing economy and not only to ensure recurrent earnings, but also to guarantee the liquidity of shares. For example, if for any reason an associate is unable to remain in the Cooperative, the fact that we have listed companies means we can reimburse the associate’s shares within a reasonable timescale. Moreover our position in unlisted companies, i.e. established entities with a specific but not directly

correlated financial risk, will provide us with a stable yield. The third level, i.e. start-ups, is fundamental to the challenge accepted by ONE CREATION and is the capital which consolidates the broad view, encompassing the long timescale that economic development requires. It is here, too, that “ACT LOCAL” comes into play.

From the perspective of the Cooperative’s long-term development, holdings in start-ups follow a pattern of concentric circles, and will continue to do so: starting from Switzerland, then working outwards to neighbouring countries and beyond to the international level, according to the growth of share capital. This multi-stage development is necessary in view of the time and undertakings formalised by management as it gathers the necessary competencies and prepares to ensure the sustainable development of ONE CREATION. These actions and positions taken together give substance to the idea of “GLOBAL IMPACT”.

STRUCTURED DEPLOYMENT, TO FACE A GLOBAL AND HISTORIC CHALLENGE

Globalization is an inexorable movement affecting all countries, all economic sectors, and all thought processes. Is it a good thing? There is no ready answer; actions and facts will speak for themselves. Our living space has demonstrated that biodiversity, whether cultural, social, physical or in nature, is a necessity for our quality of life, creativity, development and interaction.

ONE CREATION must face the challenges of globalization while at the same time building an economic biodiversity. It is important to be present on markets which represent a sustainable challenge. Switzerland is the ideal place to achieve this objective. Geneva was the seat of the League of Nations, superseded by the United Nations Organization. The canton of Geneva is home to nearly 250 non-governmental organizations and 22 international organizations, including the World Intellectual Property Organization – WIPO.

Our country plays host to several global headquarters of international corporations and sports associations. As well as international institutions, world-renowned banks are also present, as well as a number of leading universities, federal institutes of technology, innumerable research institutes, world-renowned schools, and technology and science parks supported by private foundations, the government and dedicated structures.

Sans titre-3.indd 7 27.05.2015 13:08:25

Page 8: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

8

ONE CREATION is at the centre of what may be termed “The Sustainable Technology Valley” which stretches from the Swiss plateau of Geneva to Zurich and which is emerging in many areas where initiatives are being developed to attract sought-after investment.

Accordingly, this strategic accumulation benefits from academic excellence and a concentration of talent attracted by the reputation and resources of universities and institutes of technology, amongst others; people coming from Europe, Asia, Africa, and all corners of the globe. By providing opportunities to create innovative firms we not only ensure that the latter will continue to be drawn to our country, but also reap the benefit in terms of maintaining a high technological profile.

We are fortunate to be close to several centres of excellence.

To ensure its development, ONE CREATION must meet the demands of the financial market. By encouraging the flow of capital to this economy of sustainable development, we can maintain the level of excellence acquired in such promising fields as the life sciences. A number of companies have initial requirements of between CHF 100,000 and CHF 500,000, a level at which we have been able to make a contribution over these first four years; others are under review for investment in 2015. At a later stage of development, such amounts may range between CHF 2,000,000 and CHF 3,000,000 and we are shaping up to meet this objective.

ALL FOR ONE AND ONE FOR ALL!

The design of ONE CREATION as a distributed network means that any number of associates may join. Numbers are limited only by those who have no interest in adopting the Cooperative’s approach, and by the finite number of targeted people and entities with the capacity to acquire a share.

With a capital of CHF 8.1 million, the feasibility of the concept has been demonstrated in the real world. The sums now available to ONE CREATION allow it to be a stakeholder in entities that possess the aforementioned resources, and to position itself as a driving force in the economy, society and sustainable development.

It is to this end that Management is focusing its efforts, at the same time ensuring measured and controlled growth in terms of human resources and knowledge, which we must have if we are to be reliable in the long-term – our preferred economic approach – and pay a dividend to associates.

We would like to take this opportunity to thank the associates who have joined us in our challenge, all those who have followed our development and advised us throughout the year, board members who have agreed to be stakeholders, the different organizations that enable us to be first in line to identify opportunities, and all those who would have been forgotten and who, on a daily basis, accompany us in a development which transcends ideas by playing an active and committed role in the economy.

Olivier Ferrari CEO, CONINCO Explorers in finance SA ONE CREATION Management

Sans titre-3.indd 8 27.05.2015 13:08:25

Page 9: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

9

CONCEPT

ONE CREATION is a cooperative company founded in Vevey (Switzerland) on 7 June 2010.

Its co-founders are pension funds established under public and private law, as well as legal entities and private individuals. The Cooperative adopts a sustainable approach to economic development. Its object allows it to acquire holdings in companies active in the field of environmental technology at all stages of industrial development.

The choice of this cooperative structure corresponds to the converging needs of capital, both for the economy and for associates, who act as joint owners of the holdings. It allows associates to actively pursue their determination to bring about an alignment of convictions through their support for joint action designed to further the aims of the Cooperative.

OBJECT

The statutes define the object as follows:

“The company essentially pursues the aim of promoting or guaranteeing, through joint action

commune, the specific economic interests of its members, encouraging applied research in the field of environmental protection and the preservation of natural resources, as well as support for the development of technologies that ensure economic progress respectful of nature... “.

POSITIVE IMPACT ON THE ENVIRONMENT

ONE CREATION places its principle of acquiring holdings in the context of industrial finance for sustainable development. To this end, the choice of technologies that have a positive impact on the environment allows us to focus on the creation of industrial value and to plan for increasing revenues over the medium to long term.

It may in particular purchase and/or exploit any patents or licenses, likewise acquire direct or indirect, minority or majority holdings, in any company in Switzerland or abroad active in the field of environmental technology, with a view to responsibly accompanying the development of such companies. Within this framework, the Cooperative may conduct any commercial, financial or other transactions directly or indirectly related to its object.

Sans titre-3.indd 9 27.05.2015 13:08:25

Page 10: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

10

The Cooperative: a model of independence, governance and solidarity for associates, and social responsibility.

ONE CREATION is a cooperative model which combines independence, solidarity and governance. Both individual and collective interests are reflected in the Cooperative’s values, whose long-term sustainability is of benefit to all stakeholders.

Each associate’s individual engagement contributes to the collective engagement, which represents a yardstick of success and satisfactory development for the company as a whole.

Article 2 “Object” of the statutes sets out the involvement of associates, stating that ONE CREATION essentially pursues the object of encouraging or guaranteeing, through joint action, the specific economic interests of its members. It notes that it is the Cooperative’s intention through such an approach to demonstrate the feasibility of a social economy, in a context of solidarity, which promotes economic development and business creation.

INDEPENDENCE OF ASSOCIATES

The General Meeting of associates is the supreme power of the Cooperative in accordance with article 12 of the statutes.

At a General Meeting any associate may submit one or more proposals which, provided they are supported by five associates, will be placed on the agenda of the next meeting.

In addition, an Extraordinary General Meeting may be convened if at least one tenth of associates submit a request in writing to the board, indicating those items to be included on the agenda.

Sans titre-3.indd 10 27.05.2015 13:08:25

Page 11: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

11

Legal

ORGANIZATION OF ONE CREATION

THE GENERAL MEETING is the supreme power of the Cooperative. On 31 December 2014, the latter included 30 associates.

THE BOARD OF DIRECTORS comprises three members, namely the Chairman Mr Maurice Hartmark, the Vice-Chairman Mr Pierre Abrezol, and Mr Marc Bohren. The Board is responsible in law for the Cooperative and for all decisions relating to holdings or of a similar nature.

THE AUDITOR is Deloitte SA, which company is commissioned to carry out an external audit of the accounts.

THE MANAGEMENT of the Cooperative is assured by CONINCO Explorers in finance SA. They are responsible for operational management and the economic qualification of assets for the attention of the Board of Directors. Eight people work for the Cooperative.

THE STATEGIC COMMITTEE constituted within management comprises individuals or entities that enable it to perform its tasks to the best of its ability, by making available ad hoc skills capable of conducting in-depth analyses in the legal and financial fields, and examining technical issues relating to each environ-mental technology.

Finance

Environmental technologies

techniOlivier Ferrari

CEO Sustainable Strategy

Sabine Mabillard Director

Tania Carroz Sustainable

Development

Alexandra Oppikofer Gapany Socially

Responsible Investment

Marco Guignard IT

Ludovic Carron Accounts

Leila Khammari Analyst and Manager

Paola Orlando Micolot Head of

Business Development

Strategic Committee Legal

Finance Environmental Technologies

Auditor GENERAL MEETING

BOARD OF DIRECTORS

MANAGEMENT Strategic Commitee

Sans titre-3.indd 11 27.05.2015 13:08:25

Page 12: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

TRANSPARENCY OF THE FINANCIAL CIRCUIT

The main object of ONE CREATION is to allow associates, in a medium to long-term perspective, to obtain a stable or increasing income based on the industrial yield of the Cooperative’s holdings.

To this end the Cooperative acquires holdings in companies that have a positive impact on the environment, making them the architects of an economy which is beneficial to people and society in general. The financial circuit put in place by the Cooperative is simple and allows total transparency of holdings acquired.

FINANCIAL RESOURCES FROM DIFFERENT INTERMEDIARIES...

According to the statutes, any Swiss or foreign private individual or legal entity (company, association), pen-

sion fund, provident or family foundation, family office or public law institution which has a legal status, may apply for membership as an associate. Each co-owner holds at least one share worth CHF 10,000 and has one vote, regardless of the number of shares held.

On 31 December 2014, ONE CREATION, whose share capital is 8.1 million francs, had 30 co-owners including Swiss pension funds, private individuals, legal entities and one foundation.

... ALLOWING DIVERSIFICATION IN TERMS OF GEOGRAPHY, SECTOR AND ASSET CLASS

All resources are used to acquire holdings in companies at different levels of economic development, spread over different geographical areas and active in 9 sectors of activity which have a positive impact on the environment. In addition, ONE CREATION offers diversification in terms of listed and unlisted stock, and established and early-stage start-ups.

Sans titre-3.indd 12 27.05.2015 13:08:26

Private individuals

Legal entities

Public authorities

Foundations

SHARE CAPITAL 8.1

MILLION SWISS FRANCS

Unlisted companies

Confirmed start-ups

Early stage start-ups

Listed companies

Min. 1 share =CHF 10 000

Family Office

Min. 1 share =CHF 10 000

Environmental chemistry

Waste management

Renewable energies

Water management Energetic efficiency

Ecological materials

Environmental consulting Environmental biology

Ecological transports

Min. 1 share =CHF 10 000

WHERE DOESTHE MONNEY COME FROM?

WHERE DOESTHE MONNEY GO TO?

PensionFunds

12

DIV

IDEN

DS

Page 13: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

13

OPPORTUNITY FOR WHOM?

FOR COMMERCIAL COMPANIES

To reconcile sustainable development with the expec-tations of shareholders and growing profitability.

Without sacrificing the yield of a firm’s equity capital, ONE CREATION offers a “label” illustrating a commitment to sustainable and socially responsible economic development.

An advantage specifically for industries whose economic function generates pollution and meets high demand from consumers.

FOR INSTITUTIONS

Pension funds face the challenge of an aging population.

Through its concept of long-term holdings and its determination to rely on the yield of carefully selected businesses, ONE CREATION avoids jeopardizing a near future that without such an approach would necessitate decapitalization to ensure that pensions were paid. The Cooperative has a vision of accompanying industry which is fully compatible with the long-term sustainability of pension funds.

ONE CREATION allows them to invest in companies that offer responsible, sustainable growth, and also to support economic activity while at the same time ensuring recurring and growing revenues.

FOR PRIVATE INDIVIDUALS

To reduce the risk of stock market fluctuation over the long term.

Economic development leads to the creation of wealth thanks to remuneration through dividends.

Long-term growth of the dividend is guaranteed by the fact that the Cooperative is positioned in a sector which underpins our future, namely environmental technologies.

FOR PROVIDENT AND FAMILY FOUNDATIONS

A profitable “investment capital” that will stand the test of time. All entities of this kind have a basic capital which is invested in the markets. Financial management of the latter according to a wealth management approach often contradicts the objectives of providential care or the creation and preservation of family assets over the long term, due to short-term economic fluctuations which can potentially have a detrimental effect on the stock market.

ONE CREATION aligns the purpose of such structures with the need for a profitable “investment capital” over a long timescale, regardless of stock market fluctuations.

FOR PUBLIC AUTHORITIES

For the development of an economic partnership beneficial to the public at large.

Protection of the environment is an important concern of public authorities. Becoming an associate means encouraging economic development that not only respects the environment but also creates jobs.

It provides support for the expansion of environmental technologies and a response to the expectations of a population wishing to see greater responsibility in the world of finance.

Sans titre-3.indd 13 27.05.2015 13:08:26

Page 14: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

14

“We are first and foremost a committed company, and secondly managers. Our aim is to reconcile the level of performance expected by each of our co-operators with the social and environmental challenges facing the world today.”

S. Mabillard Director ONE CREATION Management

Sans titre-3.indd 14 27.05.2015 13:08:26

Page 15: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

15

SUSTAINABLE MANAGEMENT OF INVESTMENT RISK

Article 6 of the statutes deals with shares and stipulates that “The Cooperative company issues on subscription fully paid-up shares of CHF 10,000 (…)”. Their eventual reimbursement is detailed in article 9 of the statutes, which specifies that “In the event of voluntary withdrawal or death, the Board of Directors decides on the value of shares to be reimbursed. Calculation of the value is based on the net worth shown on the balance sheet on the date of death or withdrawal, excluding all reserves. The reimbursement may not however exceed the total nominal value of the shares in question.” In the interim, shares are subject to the risk of fluctuation inherent in growth of the economy.

PRESERVING NOMINAL VALUE AND ENSURING THE CREATION OF AN EFFECTIVE YIELD FOR ASSOCIATES

The reimbursement value may not exceed the total nominal value subscribed (i.e. CHF 10,000 per share). This particular provision gives the Cooperative the ability to develop its activities over the long term, which is the optimal timescale for investors.

However, ONE CREATION does not intend to constitute excessive reserves which could be detrimental to the interests of its associates. The value of a share in the Cooperative can be broken down into four elements, as shown in the chart below. Taken together, they constitute an efficient means of risk management, preserving the share’s nominal value and, for associates, ensuring the creation and growth of an effective yield. One objective is to maintain the latter over the long term, with the ability to increase it through the performance of targeted economic sectors.

A RESERVE OFFERS ADDITIONAL SECURITY TO PROTECT THE SHARE CAPITAL

The value of all holdings is shown in pink on the chart. Individually each holding is entered in the accounts to reflect at most its acquisition price or, if less, its market value. Accordingly, any increase in the acquisition price allows the creation of a hidden reserve which helps boost the nominal value.

6'000

8'000

10'000

12'000

14'000

Dec

-12

Feb-

13

Apr

-13

Jun-

13

Aug

-13

Oct

-13

Dec

-13

Feb-

14

Apr

-14

Jun-

14

Aug

-14

Oct

-14

Dec

-14

Cap

ital s

hare

Earnings beforetaxes andrepartition

Reserve

Economicaccrued income

Acc.valorisation asper statuts 9./.Eco. accruedincome

Sans titre-3.indd 15 27.05.2015 13:08:26

Page 16: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

16

This reserve, shown in grey on the chart, consists of the following two elements:

1. The difference constituted by the stock marketincrease in listed holdings in relation to the accounting value as per article 9 of the statutes;

2. 50% of profits from the sale of listed stocks. Ineffect, a specific weighting is determined for each listed holding to ensure a balance between investments and to avoid a dominant position. If this level of balance exceeds its upper limit, part of the position is sold. 50% of the profit from this sale is then assigned to the reserve. The remaining 50% is made available to associates according to statutory rules. The same applies to unlisted investments needing to be sold.

The latter 50%, as well as revenues received, shown in black on the chart, are added together with a view to the potential distribution of a dividend to associates, where applicable. However, the latter is distributable if the share capital is entirely reconstituted from losses incurred.

Once the capital is entirely reconstituted, any surplus determines the part which is distributable before tax (blue section in the chart) in accordance with article 29 of the statutes “Allocation of profit”. This article specifies in particular “(...) at least 10% to constitution of the legal reserve in the sense of art. 860 para.1 CO until it attains a minimum amount of one fifth of the share capital (…)”. This provision supplements the risk management measures for coverage of the share capital. Furthermore, once this allocation has been made, the balance is available for a potential dividend.

A RESERVE THAT ALLOWS INCREASED INVESTMENTS IN UNLISTED STOCKS

These four elements taken together, and the acquisition of holdings thanks to new share capital from associates joining or adding to existing positions, mean that the larger the reserve, the greater the possibility of taking positions in unlisted holdings. If the contrary is the case, listed stocks which distribute economic revenues will encourage the growth of current and future holdings. This process makes it possible at any time to admit new associates and allows existing associates to increase their stakes in the Cooperative.

Sans titre-3.indd 16 27.05.2015 13:08:26

Page 17: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

17

“We do not fight the progress of human beings on the path of economic development. However this journey merits the inclusion of environmental factors, and vice versa.”

O. Ferrari CEO ONE CREATION Management

Sans titre-3.indd 17 27.05.2015 13:08:27

Page 18: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

18

MUTUAL BENEFITS

A STABLE OR GROWING ECONOMIC YIELD, ON A RECURRING BASIS

The 21st century represents a pivotal period in terms of doubts cast on existing economic systems. It is also a period of transition between an economy which grows through the acquisition of goods, and an emerging system of growth based on the replacement of goods. Such an outcome by no means excludes the development of new opportunities, representing a huge potential for wealth creation.

ONE CREATION, by positioning itself in economic sectors that have a positive impact on the environment, has the means to provide a stable or growing economic yield on a recurring basis.

OBTAINING STABLE CAPITAL IN THE MEDIUM AND LONG TERM

By not adhering to a stock market approach, ONE CREATION benefits from framework conditions that allow it to stabilize the value of its share capital in sustained fashion over the long term.

The statutes of ONE CREATION stipulate in article 6 that, amongst other things: “… The company reserves the right to modify the nominal share value…”. This makes it possible to prevent any speculation in relation to the Cooperative’s development.

COMBINING FINANCIAL TARGETS AND ETHICAL CONVICTIONS

ONE CREATION has excluded entities pursuing activities in the following fields (where turnover arising from such activity exceeds 5% of consolidated turnover): armaments, alcohol, production of tobacco or its derivatives, gambling, nuclear industry, genetic engineering in the natural environment and fossil fuels.

ONE CREATION selects listed companies which can demonstrate their ability to maintain, if not increase their profitability.

ONE CREATION acquires holdings in firms active in sectors of economic activity that have a positive impact on the environment.

At the outset, ONE CREATION chooses entities which, in their sphere of economic development, achieve the most proactive yield in their sector, specifically for listed companies.

ACQUISITION OF DIVERSIFIED HOLDINGS

ONE CREATION acquires holdings in companies at different levels of economic development, in various sectors of activity spread over different geographical areas.

HOLDINGS IN HI-TECH FIRMS NOT ACCESSIBLE VIA THE STOCK MARKET

The positioning of ONE CREATION in unlisted hi-tech firms allows associates to access companies which are inaccessible to non-professionals in the world of finance.

ENCOURAGING INTERACTION BETWEEN DIFFERENTS ECONOMIC PLAYERS

ONE CREATION puts associates in touch with its different holdings wherever applicable. The Cooperative sets up a long-term dialogue between its different holdings.

CONTRIBUTING TO THE DEVELOPMENT OF A POSITIVE ECONOMY

The economy needs a development timescale in phase with the processes of research and development for a positive economy.

HAVING MORE THAN THE RIGHT TO VOTE AS AN ASSOCIATE: SHARING IDEAS, MAKING PROPOSALS

Above and beyond the right to vote, the first four financial years developed the idea of sharing ideas and making proposals, both at general meetings and in discussions between management and associates. All proposals are discussed with the Board of Directors, which formulates directives implemented by mana-gement.

Sans titre-3.indd 18 27.05.2015 13:08:27

Page 19: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

19

Associés30 associés

Vecteurs de prises de participations

INTERCONNECTED NETWORK

The Cooperative is at the confluence of investment in the real economy and the need to integrate the criteria of sustainable development.

ONE CREATION is building a distributed network capable of interconnecting not only the companies in which the Cooperative has a stake and which drive its development, but also vectors of opportunity for the acquisition of new holdings, and associates.

This network is perfectly aligned with the object of the Cooperative as stated in article 2 of the statutes:

“The company principally pursues the object of promoting or guaranteeing, through joint action, the specific economic interests of its members, encouraging applied research in the field of environmental protection and the preservation of natural resources, as well as supporting the development of technologies that further economic progress respectful of nature”.

At the request of associates, ONE CREATION is in the phase of consolidating its opportunities to acquire Private Equity holdings, which will allow major diversification of its assets.

50 holdings

30 associates

Acquisition vectors

Sans titre-3.indd 19 27.05.2015 13:08:27

Page 20: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

20

2014 ACTIVITIES ANTHOLOGY OF ACTIVITIES...

During the last financial year, the Cooperative continued its activities by making new investments in listed and unlisted companies, by participating in increases in the capital of companies in which a stake is held, and by safeguarding the preservation of capital by keeping a proportion of the shares of each holding at a constant capital. One company, Hyder Consulting, left the portfolio after being bought out by the company Arcadis.

… VIA READJUSTMENTS OF HOLDINGS...

The step taken by the Board of Directors at the end of 2013, namely to readjust holdings when their value becomes predominant, generated an income in 2014 of CHF 455,855.73. Stock market fluctuations led the Cooperative to make three readjustments during the course of the year. The first adjustment was carried out in July 2014 following the sharp rise in markets buoyed mainly by cash injections from central banks. At the start of November, the Cooperative readjusted 8 positions for a total income of CHF 161,691.26. In December, strong growth on the American market resulted in shares in that region being overweighted. Proportional rebalancing of the share of holdings generated a profit of CHF 71,813.05.

All profits made are capitalised until revision for one half, the balance being made available for any future distribution of the Cooperative’s profits. This measure adopts a responsible position between the need to preserve share capital, and growth in the yield of the shares which comprise it.

… VIA POSITIONS FOR A DIVERSIFIEDECOSYSTEM IN SWITZERLAND...

Last June, ONE CREATION made a further increase of CHF 150,000 in the capital of KKB, a company listed on Berne stock market. This holding supplements the Cooperative’s first investment made in June 2013 valued at CHF 100,000.

This new initiative by KKB will allow it to finance investments in micro power plants in Switzerland and in other selected European countries.

The company follows a strategy of regional diversification. Currently active in France and Switzerland, it is extending its activities to Germany, Italy and Norway. From a technological point of view, its aim is to increase wind power to 43% between now and 2017 (21% in 2013) and to reduce its concentration in hydro-electric power. In addition, the

company has set itself the objective of attaining an installed power of 300 MW by 2020, thereby becoming a leading operator of electricity generating plants in Europe.

Since its foundation in 2005, KKB has been an independent producer of electricity derived from renewable sources. The company focuses on the acquisition and operation of hydro-electric power stations, photovoltaic plants and wind farms in Switzerland and in a number of European countries (at present in France, Italy and Germany).

In 2012 and 2013, the company KKB AG implemented two successive increases in capital. With the new increase in June 2014, the capital stands at 9,600,000 shares with a nominal price of CHF 1.- attaining the sum of CHF 17,489,140.-.

In July, ONE CREATION increased its holding in the start-up glass2energy (g2e) by a value of CHF 150,000. This new investment, made through a convertible loan, follows the Cooperative’s first increase in capital in November 2013 valued at CHF 100,000.

With this new fund-raising measure assisted by ONE CREATION, g2e plans to gradually set in motion its industrial transformation.

This new investment allows the unlisted company to prepare for the next stage of its development, namely production in larger volumes and the shift from a craft technology to industrial production. With 2013 increase in capital, g2e had the means to ensure the production of 3,000 solar panels per annum. A new 26 metre long tunnel furnace was purchased and has been operational since February 2014, as well as a laser machine for structuring glass and a glass-washing machine. The number of employees meanwhile has risen from 14 (12 EPT) to 17 to ensure production. This represents a very big step for the start-up, and its first on the path to industrialisation.

The new fund-raising measure will allow the installation of a pilot production line with a capacity of 30,000 m2 per year. According to g2e, this is the first step in stabilising the company and upgrading its production to an industrial level.

Glazed photovoltaic panels inside Geneva International Airport were the first installation undertaken by g2e following its creation at the end of 2011. Since 2013, the firm has equipped some of the railings overhanging the airport departure lounge with a series of glazed solar panels capable of converting

Sans titre-3.indd 20 27.05.2015 13:08:27

Page 21: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

21

ambient light energy. This installation allows g2e to exploit its technology on the ground and to demonstrate the key benefits and features of its systems in relation to other solar technologies currently on the market.

glass2energy (g2e) is a Swiss company, created at the end of 2011 and based since September 2013 in new premises in Villaz-St-Pierre (Fribourg). Its business model is based on the technical and commercial exploitation of a solar cell technology incorporating photosensitive pigments – better known as Dye-Sensitized Solar Cells (DSSC) – developed at the EPFL in the laboratory of Professor Grätzel, winner of the Millenium 2010 Award – the equivalent of the Nobel Prize for technology. The management team comprises Stefan A. Müller (CEO) and Asef Azam (CTO/COO). The company has a number of large shareholders in the fields of construction, energy and technology, such as Swisscom, EPFL, Groupe E., Sottas, Fibag and the Swiss Explosives Society (Société Suisse des Explosifs).

g2e is the first company in the world to have mastered the industrial production of 100 x 60 cm panels, soon to be followed by 100 x 100 cm panels, and to seal them 100% with glass by industrial means – the only way to ensure the water-resistance that guarantees the necessary longevity for installation on a facade.

… AND INTERNATIONAL...

In December, the Cooperative finalised a new holding in the unlisted company MCE-5, active in the automotive sector. MCE-5 is developing a new engine, a machine which not only optimises efficiency and reduces CO2 emissions but also optimises the cost price of the entire engine, transmission and post-processing.

MCE-5 is a company under French law. It has its registered office in Lyon and has a capital of Euro1,523,420,50. Established in January 2000, the company has more than 300 patents, divided into 18 groups in 14 countries. Its economic model is based on the exploitation of industrial property rights and know-how and the supply of prototypes (single and multi-cylinder engines, demonstrator vehicles), test equipment, and various services (engineering, design office, calculations, simulations, tests, validations). It has a network of 60 partners. Its finance is composed of 70% private investors, 25% public grants and 5% industrial partners. The technology represents the culmination of 17 years of research and development. ONE CREATION was able to acquire a stake in the capital at the stage preceding major penetration of the

automotive market with the developed engine, which it is hoped will bring recognition of efforts to provide a sustainable solution for the reduction of CO2 in a growth sector.

… FOR DIVERSIFICATION IN LINE WITHSET OBJECTIVES...

The good performance of financial markets allowed the Cooperative to constitute reserves derived from listed companies whose consolidated market value exceeds the net acquisition value. These movements have allowed the share capital to grow, but in a less marked fashion, since holdings are valued no higher than the aforementioned acquisition values.

Since the launch of the Cooperative, CHF 520,739.91 in revenues have been distributed by companies, representing around 6.43% of share capital.

The Board of Directors met four times in 2014. Discussions were lively and constructive and paved the way for progress on a number of points intended to fine-tune the Cooperative’s business model.

With new investments, the readjustment of a number of positions and the analysis of new investment opportunities in the environmental field, the Cooperative has strengthened its position as a source of economic support for companies that have a positive impact on the environment. The Board of Directors and management are convinced that this development is very positive for the Cooperative’s future and will attract new associates during the year 2015.

ONE CREATION gives equal consideration to investments in listed and unlisted Private Equity companies. In an initial phase, attention was focused on listed companies in order to guarantee a solid portfolio base able to generate regular dividends. At the request of the 2012 General Meeting, management took decisive steps to develop holdings in unlisted companies at different stages of development. Since then, various milestones have been passed at the level of management and supervision in terms of analysing the scientific, legal and financial aspects of companies open to qualification. The development of a network allowing the Cooperative to position itself as an intermediary in this field provides access to a large number of opportunities offered by the market.

In the last quarter, an important interconnected network was finalised in the French-speaking economic

Sans titre-3.indd 21 27.05.2015 13:08:28

Page 22: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

22

Listed securities

81%

Unlisted securities

3%

Reserve for dividend

6%

Operating cash 0.5 %

Cash for investment

8%

Foundation costs 2%

2013

Listed securities

71.0%

Unlisted securities

9.0%

Reserve for dividend

9.0%

Operating

cash 1.0%

Cash for investment

9.0%

Foundation costs 1.0%

2014

fabric, with science and/or technology parks, economic promotion offices and other gateways to industry, in order to create a regular flow of information intended to strengthen and develop opportunities. The first unlisted companies in which ONE CREATION acquired holdings also made it possible to expand this network. Indeed, the latter opened up new investment potential for ONE CREATION in companies based in Switzerland or neighbouring countries which are currently under analysis.

The charts below show changes in the distribution of assets at their accounting value for the years 2013 and 2014.

The share of Private Equity is representative of the trend and is set to increase.

Cash is set aside for new investments in the Private Equity domain.

At the end of the 2014 financial year, six investment possibilities were being studied by ONE CREATION.

These have since been confirmed and any new funds will be invested in accordance with the long-term strategy of ONE CREATION.

The payment of dividends is the essential basis of the Cooperative. We are proactive on the market and can demonstrate that over nearly five years of development the concept is in line with expectations in different market trends. The commitment to give back to the economy the time it needs to generate a sustainable economic activity is demonstrated by the payment of a dividend over the long term. It should be borne in mind that a dividend in 2014 is no guarantee of one in 2015, however fluctuation risks are specific, less pronounced and less intense than on the share market generally. This corresponds to the philosophy that the Cooperative has decided to promote.

When a dividend is acquired at the end of an accounting year, it is entirely preserved in cash and protected from unfavourable economic developments during the next financial year. This ensures optimal control for the good governance of ONE CREATION.

Sans titre-3.indd 22 27.05.2015 13:08:28

Page 23: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

23

“Management incorporating sustainable criteria ensures real yield, and in parallel a positive and sure impact on the environment and the company.”

T. Carroz ISR Analyst and Manager ONE CREATION Management

Sans titre-3.indd 23 27.05.2015 13:08:29

Page 24: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

24

SHARE CAPITAL

EVOLUTION OF SHARE CAPITAL

Growth in the number of shares in circulation is shown in the table below.

This year, an employers’ association and several private individuals joined the Cooperative or increased their stake. The structure of capital is analysed from two different perspectives.

SHARE CAPITAL BY TYPE OF ASSOCIATE

Pension funds represent a decisive share and weight of assets in an initial specific approach.

All legal entities and individuals with available investment capital are targeted with a view to increasing the number of associates in all categories.

SHARE CAPITAL BY NUMBER OF ASSOCIATES

Private individuals, commercial companies, pension funds and family foundations are all potential associates.

Associates who join are interconnected via special access to the ONE CREATION website: www.onecreation.org.

From the chart below it can be seen that private individuals represent 63.33% of shareholders.

0

300

600

900

Number of shares

Dec. 10 Dec. 11 Dec. 12 Dec. 13 Dec. 14

Sans titre-3.indd 24 27.05.2015 13:08:29

Page 25: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

25

“We have a positive approach. We are not here to point the finger

at those who do not take action. We are here to encourage, support and highlight

those who are doing something for the environment and society in general, and

who put themselves forward, today and in the future.”

A. Oppikofer Gapany ISR Analyst and Manager

ONE CREATION Management

Sans titre-3.indd 25 27.05.2015 13:08:29

Page 26: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

26

6'000

8'000

10'000

12'000

14'000

Jun-

10

Aug-

10

Oct

-10

Dec

-10

Feb-

11

Apr-

11

Jun-

11

Aug-

11

Oct

-11

Dec

-11

Feb-

12

Apr-

12

Jun-

12

Aug-

12

Oct

-12

Dec

-12

Feb-

13

Apr-

13

Jun-

13

Aug-

13

Oct

-13

Dec

-13

Feb-

14

Apr-

14

Jun-

14

Aug-

14

Oct

-14

Dec

-14

Cap

ital s

hare

Earnings before taxes and repartitionReserveEconomic accrued incomeAcc. valorisation as per statuts 9./. Eco. accrued income

SHARE VALUE

As shown in the chart below, the value according to article 9 of the statutes (theoretical value) benefited from the global economic recovery to attain its nominal value of CHF 10,000.

Since the Cooperative is exposed mainly to listed financial markets, it closely followed the good performance of the latter. By the same token, the hidden reserve grew significantly over the past year to attain on 31 December 2014 CHF 2,151,430.75, i.e. CHF 2,656.09 per share, which represents an increase of 28% compared to the previous year. Thus, the “share liquidation value” is estimated at CHF 12,656.09, after tax and excluding liquidation costs.

The value according to article 9 of the statutes was CHF 10,000 at the end of 2014, i.e. the nominal share value.

For the year 2014, given that the nominal value has been preserved, the Cooperative is in a position to propose to the General Meeting the payment of its first dividend.

It is important to note that the value of CHF 10,000.- is not calculated according to the stock market price of holdings, but at most according to their acquisition value or, if lower, the known price.

A “hidden reserve to safeguard the risk of future investments” is constituted since the stock market value of some companies in which ONE CREATION has a stake is now

well above the acquisition cost. The table of holdings shown in the section “Financial Statements” on page 38, indicates the stock market value and the accounting value of all holdings acquired by ONE CREATION.

The graph at the bottom of the page shows the evolution of this hidden reserve, the theoretical share value and the value of economic revenues.

The upturn in the share value is therefore far higher if this reserve is taken into account. This constituted reserve also provides protection for the share capital should the financial markets decline, in which case the share’s theoretical value is likely to hold up better.

Sans titre-3.indd 26 27.05.2015 13:08:29

Page 27: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

27

STABLE AND GROWING DIVIDENDS

ONE CREATION invests both in the real economy and in listed companies. With regard to the latter, the Cooperative’s holdings have registered growing dividends since its launch. This is thanks to investments made in financially sound and mature companies active in growth sectors. The investment policy thus adopted by ONE CREATION reconciles economic industrial development with environmental factors, whilst at the same time participating in the development of a strong economy.

Dividends come from the 49 listed companies in which the Cooperative has a stake.

The Top Ten includes well-known entities such as Danaher Corp, Geberit AG, Philips and St-Gobain.

AN EFFICIENT SHARE ACQUISITION POLICY THANKS TO GROWING DIVIDENDS AND DIVERSIFIED HOLDINGS

The chart below shows the growth (monthly, annual and total) of dividends received from the Cooperative’s holdings since June 2011, the initial investment period. The information it provides indicates stable and enduring growth.

From a regional point of view, European companies are those which bring in the highest dividends. Distribution of the latter by sector and by stock market capitalisation follows a balanced pattern, demonstrating a degree of homogeneity and equilibrium in revenues obtained.

This underlines the efficiency and soundness of the investment policy put in place for listed stocks.

The Cooperative invests only in:

healthy and mature companies paying stable andgrowing dividends,

buoyant sectors of the economy offering mediumand long term growth prospects.

In addition, the selection of listed companies is made according to a rigorous qualitative and quantitative analysis based on precise criteria, both financial and extra-financial.

PARTICIPATION IN DEVELOPMENT OF THE SWISS AND EUROPEAN ECOSYSTEM

As well as finding favour with society, the economy of energy transition and the environment is a booming sector. ONE CREATION is helping to promote its economic development by supporting the real economy.

0

0.1

0.2

0.3

0.4

0.5

0.6

0

0.02

0.04

0.06

0.08

0.1

0.12

0.14

0.16M

illio

ns

Mill

ions

2011 2013 2012 2014

Cum

ulat

ive

tota

l of d

ivid

end

paid

Div

iden

ds p

aid

annu

ally

Monthly total Annual total Overall total

Sans titre-3.indd 27 27.05.2015 13:08:29

Page 28: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

28

“The ONE CREATION concept caters for the different

needs, risk profiles, regulations and investment

timescales of investors.”

L. Khammari Analyst and Manager

ONE CREATION Management

Sans titre-3.indd 28 27.05.2015 13:08:30

Page 29: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

29

HOLDINGS

Throughout the year, the companies in which ONE CREATION has invested have continued to show their commitment to the environment.

Below is a detailed review of listed shares.

The Cooperative has holdings in nine sectors linked to the environment. The chart above provides three main items of information, namely the value of positions according to their liquidation value on 31.12.2014, the mean acquisition value of positions, and lastly the accounting value, which is either the acquisition value if the stock market value on 31.12.2014 is higher than the acquisition cost, or the stock market value if the opposite is true. These three different bars allow us therefore to analyse the areas which have performed best since the initial investment.

The most widely represented sector and the one that has performed most satisfactorily since the launch of the Cooperative in 2010 is water management. The companies within this category offer products and services which make it possible to measure our water consumption, manage flows for industry, reduce our consumption and treat waste water. This area is of critical importance for human development and is one of the most important challenges facing humanity. Today, many regions are already encountering water shortages. Overconsumption is depleting natural groundwater, which takes a huge amount of time to replenish, and pollution is a particular problem for large cities undergoing rapid and haphazard urbanization. For example, the company Geberit, present in the Cooperative’s portfolio, is active in water management. It is a leader in sanitary installations. The company is acknowledged at a global level in the field of sanitation technology.

The second-largest category represented within the Cooperative is energy efficiency. Emissions of greenhouse gases, but also falling stocks of fossil fuels, are generating a paradigm shift in the use of energy. Consuming the energy we use more efficiently is one way of reducing our greenhouse gas emissions, while

preserving our way of life and production methods. Companies active in this sector provide solutions, primarily to industries, with a view to reducing their energy costs and lessening their impact on climate change. Companies in which the Cooperative has invested are active in

industry as suppliers of solutions adapted to all types of business. They are also active in the lighting industry and in the fields of control and supervision of energy consumption management systems.

The two main categories described above represent 48% of our holdings (in terms of stock market valuation on 31.12.2014). This can be explained by the fact that both sectors have a direct impact on industrial performance and are of crucial relevance to any economic activity. In addition, such activities are very wide-ranging; for example, in energy efficiency we find companies active in the fields of smartgrids or energy consumption management systems. These two sectors have shown attractive growth in the light of their valuation on 31 December 2014. This development has contributed the most to the constitution of a risk management reserve to cover the share capital. The majority of companies are multinationals with large stock market capitalisations.

Environmental chemistry covers all companies which rely on chemistry, in the widest sense of the term, to reduce the impact of human activity on the environment. Air Product & Chemical Inc., an American company with a large capitalisation specialising in industrial and medical gases, shows the best performance in this field.

The company Air liquide, which develops innovative technologies to reduce polluting emissions, is also in the Cooperative’s portfolio. Their researchers are helping to promote new, second-generation gases and biofuels as an alternative to fossil fuels.

0 500'000 1'000'000 1'500'000 2'000'000

Waste management

Envoronmental biology

Environmental consultancy

Ecological transportation

Ecological material

Renewable energies

Environmental chemistry

Energy efficiency

Water management

Accounting value Acquisition value Liquidation value at 31.12.2014

Sans titre-3.indd 29 27.05.2015 13:08:30

Page 30: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

30

0% 20% 40% 60%

Smallcapitalisation

Mediumcapitalisation

Largecapitalisation

26.84%

8.94%

64.23%

Liquidation value at 31.12.2014

Renewable energies have continued to be “buffeted”. A high degree of volatility among different companies active on the market has been evident. The company Solarworld continued its decline in 2014, whereas the company PV Crystalox remained stable. We remain vigilant as to their development.

The sector of environmentally-friendly transport performed well in 2014.

The Japanese company Shimano, specialising in the manufacture of parts and components for bicycles, recorded a performance of 71%.

The company is continuing its international expansion by opening a new production branch in the Philippines. Environmentally-friendly materials for their part remained lacklustre due to the lack of dynamism in the industrial sector as a result of limited prospects for global growth. Companies active in environmental consultancy and waste management remained slightly

off par. These companies have been penalised by the weakness of the European economic recovery.

The chart below shows the Cooperative’s determi-nation to support companies active in the environmental field at an international level. For example, European companies still represent an important share of our exposure, followed by the United States and Japan. This allocation is the outcome of the selection process and not its deciding factor. European companies have a sensitivity to the environment which is more integrated in their economic development strategy. Finally, to guarantee a degree of stability in holdings, companies with a stock market capitalisation of more than CHF 9 billion continue to represent an important share of our holdings in terms of exposure. Nevertheless, the number of small companies in the portfolio remains higher. At the end of 2014, companies with a small stock market capitalisation accounted for 26.84% of all holdings.

0% 10% 20% 30% 40% 50%

Europe

North America

Japan

Pacific exc. Japan

Emerging

50.96%

33.63%

9.82%

3.10%

2.49%

Liquidation value at 31.12.2014

Sans titre-3.indd 30 27.05.2015 13:08:30

Page 31: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

31

MARKETING AND COMMUNICATION The marketing and communication strategy put in place by the Cooperative has been of crucial importance since its launch. To promote ONE CREATION, various media were created during the year and now serve as the basis for all communication. Because of the innovative nature of the Cooperative’s activities and the way it works, direct contact with future associates remains the approach recommended by management and Board of Directors.

With due regard for the growth of share capital, ONE CREATION is developing the website as the interface for the Cooperative’s activities, but also as a communication tool to ensure that the Cooperative’s message is promoted “virally”.

Below is a summary of events linked to communication with the market, namely:

“THE NEWS ONE CREATION” A NEW COMMUNICATION TOOL

Since May 2014, an information e-bulletin “THE NEWS ONE CREATION” has been sent each month by email to all associates, as well as to active prospects and contacts of the Cooperative.

Designed to resemble a newspaper, it includes short, informative and illustrated articles on the latest news and activities concerning the Cooperative, as well as fluctuations in the share value. “THE NEWS ONE CREATION” firstly presents the Cooperative’s latest news (new companies, new holdings, focus on a listed company in which a stake is held, portrait of an associate, etc). The ensuing pages provide basic information about the Cooperative (who the associates are, monthly share value, characteristics of the Cooperative, etc), which information, with the exception of the share value, is provided on a fixed basis.

Finally, the last page may show the continuation an article, or an article of lesser importance.

This new tool therefore encourages greater interactivity both among associates and among all the Cooperative’s prospects/contacts. This makes it possible to “bring the Cooperative alive” by relaying its activities, developments and expertise.

In April 2014, the International Exhibition of Inventions of Geneva took place. For ONE CREATION, it was an opportunity to introduce itself as a financial innovation. This exhibition opened up to the Cooperative an extensive network and some excellent opportunities, which have helped to ensure the Cooperative’s positive development.

AN INTERCONNECTED NETWORK

The acquisition of holdings in unlisted Private Equity companies requires a sufficiently large pool of opportunities to guarantee diversity of the portfolio.

The approach adopted by management to establish a diversified development in ONE CREATION’s preferred economic sectors requires an interconnected network. This was put in place in the course of the 2014 financial year and guarantees a maximum inflow of potential candidates for analysis. Some of the intermediaries with which ONE CREATION has established links are shown below.

These institutions – technology centres, foundations and associations – all represent opportunities for our Cooperative to become established in the market. Their direct impact cannot be measured; however the universality of opportunities demonstrates that ONE CREATION is aligned with a growing movement.

Sans titre-3.indd 31 27.05.2015 13:08:30

Page 32: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

32

LOOKING BACK AT 2014

O ptimization of a twofold approach catering for

listed and unlisted companies, through a Private Equity structure based on Swiss law.

N umber of investment opportunities in Private

Equity, which is increasing.

E xpansion of share capital through new

subscriptions.

C ommunication on a regular basis to ensure

interaction with and between associates.

R eal network, interconnected and distributed, for

joint action in favour of the environment.

E ngagement by the Cooperative to obtain a yield

from industry.

A ctions in the real economy to encourage job

creation.

T ransparency in management and supervision, and

through measures put in place for good governance.

I nvestment in start-ups which make a contribution

to the Swiss and international ecosystem.

O rganization put in place to be a leading player in

economic development.

N eed to support companies that have a positive

impact on the environment, now felt more and more keenly.

Sans titre-3.indd 32 27.05.2015 13:08:30

Page 33: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

33

FINANCIAL STATEMENTS

BALANCE SHEET AT 31 DECEMBER 2014

(with 2013 comparative figures) (expressed in CHF)

APPENDIX 2014 2013

ASSETS

Cash 3 1,601,705 1,168,884

Other receivables and prepaid expenses 7,291 8,885

Marketable securities, net 4 6,081,204 6,543,514

Investments 5 625,257 221,667

Convertible loan 6 150,020 -

Incorporation costs, net 62,100 124,200

TOTAL ASSETS 8,527,577 8,067,150

LIABILITIES

CURRENT LIABILITIES

Other payables 7 2,400 216,628

Accrued expenses and provisions 103,670 5,882

Total current liabilities 106,070 222,510

EQUITY

Share capital 8 8,100,000 7,860,000

Accumulated profit (loss) 321,507 (15,360)

Total equity 8,421,507 7,844,640

TOTAL LIABILITIES 8,527,577 8’,067,150

Sans titre-3.indd 33 27.05.2015 13:08:31

Page 34: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

34

PROFIT & LOSS STATEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2014 (with 2013 comparative figures) (expressed in CHF)

APPENDIX 2014 2013

INCOME

Income from securities 9 148,809 147,493

Financial income 12,958 14,113

Issuance commissions 7,200 3,900

Capital gains on securities 384,793 564,301

Total income 553,760 729,807

EXPENDITURE

Professional fees 10 23,577 34,661

Banking charges and interest 26,474 23,471

Stamp duty 2,400 1,300

Amortization of incorporation costs 62,100 62,100

Income and capital taxes 102,342 5,364

Total expenditure 216,893 126,896

NET INCOME 336,867 602,911

ACCUMULATED LOSS, at beginning of year (15,360) (618,271)

ACCUMULATED PROFIT (LOSS), at end of year 321,507 (15,360)

Sans titre-3.indd 34 27.05.2015 13:08:31

Page 35: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

35

1. GENERAL

The Cooperative company ONE CREATION was founded on 7 June 2010 and has its registered office in Vevey, Switzerland. Its purpose is to promote or guarantee its members’ specific interests, through joint actions, by encouraging applied research in environmental protection and the preservation of natural resources, as well as supporting the development of technologies that ensure economic progress respectful of nature.

2. SUMMARY OF ACCOUNTING PRINCIPLES ADOPTED

Accounting basis – The annual accounts are presented in accordance with the provisions of the Swiss Code of Obligations.

Securities – Listed marketable securities are valued at the lower of the acquisition cost or stock market value.

Investments – Investments are valued at acquisition cost, less adjustment for impairment, if applicable.

Incorporation costs – Incorporation costs are valued in the balance sheet and amortized over a 5 year period (previous financial year – 5 years). Stamp duty is recorded as an expense in the financial year in which subscription takes place.

3. CASH

Cash amounts to CHF 1,601,705 (2013 – CHF 1,168,884). Dividends received and part of the proceeds from sales are kept in cash, and as well as portion of the share capital (mainly for potential short-term investments).

4. MARKETABLE SECURITIES, NET

2014 2013

Listed securities at acquisition cost 6,615,782 7,007,029

Provision for capital losses (534,578) (463,515)

Marketable securities, net 6,081,204 6,543,514

5. INVESTMENTS

Holding 2014 2013

MCE – 5 Development SA < 1% 403,590 -

Stevia Growers SA International SCA < 1% 121,647 121,647

G2e glass 2 energy SA < 1% 100,020 100,020

Investments 625,257 221,667

MCE – 5 Development SA, Lyon - France, created in January 2000, this company is active in the development, manufacture and sale of car engines to optimise their efficiency, performance and polluting emissions. The Euro 336,000 investment was acquired in December 2014.

G2e glass 2 energy SA, Villaz-Saint-Pierre, Fribourg, is active in the development, manufacture and sale of solar cells incorporating dyes, and their integration in buildings and in other applications. Created in 2011, its share

Sans titre-3.indd 35 27.05.2015 13:08:31

Page 36: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

36

capital amounts to CHF 4,532,250. The CHF 100,020 investment for a nominal amount of CHF 25,000 was acquired in November 2013.

Stevia Growers SA International SCA, Luxembourg, is active in the development of commerce and industry in relation to the natural substance extracted from plants known as Stevia and its derivatives. Created in 2011, it has a share capital of Euro 31,973. The Euro 100,000 investment was acquired in September 2012.

6. CONVERTIBLE LOAN

In July 2014, the Company acquired a convertible loan for CHF 150,020 from G2e glass 2 energy SA (Note 5). The terms of this loan are as follows:

Interest rate: 6%, payable in cash or shares. Quarterly payment or at the time of reimbursement(or conversion) of the debt. The decision is at the discretion of the Board of Directors of G2e glass 2energy SA.

Due date: 30 December 2016 Conversion rate: CHF 40 for one CHF 10 share

7. OTHER PAYABLES

Other payables in 2013 include in particular CHF 215,200 corresponding to the fixed amount due to CONINCO Explorers in finance SA representing costs for the Cooperative’s incorporation. This debt was settled by a payment of CHF 215,200 on 15 September 2014.

8. SHARE CAPITAL

The share capital is made up of 810 shares of CHF 10,000 (2013: 786 shares of CHF 10,000).

9. INCOME FROM SECURITIES

Income from securities is made up of dividend income from listed companies in which the Cooperative holds shares.

10. PROFESSIONAL FEES

Professional fees include:

2014 2013

Miscellaneous fees - 25,020

General Meeting and marketing costs 14,033 1,662

Board of Directors fees 610 -

Audit and related services 8,934 7,979

Total 23,577 34,661

Sans titre-3.indd 36 27.05.2015 13:08:31

Page 37: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

37

11. CALCULATION OF SHARE VALUE

The value of a corporate share is calculated as follows:

2014 2013

Share capital 8,100,000 7,860,000

Accumulated profit (loss) 321,507 (15,360)

Equity 8,421,507 7,844,640

Number of shares recorded in the members’ register 810 786

Corporate share value 10,397 9,980

Sans titre-3.indd 37 27.05.2015 13:08:31

Page 38: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

38

Quantity Description Currency Assessment Acquisition value

Accounting value

2'226 AIR LIQUIDE CHF 275'274.60 231'496.14 231'496.142'100 AIR PRODUCTS & CHEMICALS CHF 300'959.69 173'309.35 173'309.353'038 ALBIOMA CHF 60'234.47 76'487.32 60'234.47

13'408 APPLIED MATERIALS CHF 332'005.65 177'076.96 177'076.961'547 AURUBIS CHF 86'576.50 77'776.54 77'776.542'060 BADGER METER CHF 121'484.64 67'623.62 67'623.62

38 BELIMO HOLDING CHF 87'780.00 74'865.38 74'865.381'626 CLARCOR CHF 107'668.58 85'983.87 85'983.879'548 CSX CHF 343'727.42 229'431.52 229'431.523'669 DANAHER CHF 312'473.11 180'054.89 180'054.894'429 EMERSON ELECTRIC CHF 271'666.07 229'082.72 229'082.722'620 FRANKLIN ELECTRIC CHF 97'704.21 86'058.85 86'058.85

944 GEBERIT CHF 319'449.60 187'104.23 187'104.2311'085 GRONTMIJ CHF 47'061.97 98'142.55 47'061.9711'562 HALMA CHF 123'155.82 60'318.80 60'318.8048'000 HYFLUX CHF 30'414.65 75'418.35 30'414.65

5'411 ITC HOLDINGS CHF 217'377.56 111'959.85 111'959.856'433 JOHNSON CONTROLS CHF 308'996.55 228'607.42 228'607.425'372 JOHNSON MATTHEY CHF 282'735.80 159'192.63 159'192.63

28'294 KLEINKRAFTWERK BIRSECK CHF 217'863.80 250'245.20 217'863.804'509 KONINKLIJKE DSM CHF 274'543.15 249'741.13 249'741.13

20'000 KUBOTA CHF 291'891.74 167'820.32 167'820.325'400 KYOCERA CHF 248'649.99 244'885.19 244'885.19

178 LEM HOLDING CHF 131'275.00 97'013.13 97'013.13167'700 MANILA WATER COMPANY CHF 108'029.26 62'795.32 62'795.32

5'800 MATSUDA SANGYO CHF 62'633.24 79'324.38 62'633.24736 MAYR-MELNHOF KARTON CHF 76'104.96 77'366.49 76'104.96

5'185 NIBE INDUSTRIER 'B' CHF 132'220.09 75'233.80 75'233.80263'400 PBA HOLDINGS CHF 96'561.81 78'027.36 78'027.36

2'210 PENTAIR CHF 145'856.09 75'604.21 75'604.2136'696 PV CRYSTALOX SOLAR CHF 7'391.14 76'475.52 7'391.14

1'195 REGAL BELOIT CHF 89'293.36 76'340.41 76'340.4112'140 RICARDO CHF 118'309.22 67'658.15 67'658.15

2'389 ROTORK CHF 86'094.44 58'639.28 58'639.2811'540 ROYAL PHILIPS CHF 335'088.58 279'367.51 279'367.5121'929 RPS GROUP CHF 71'043.13 71'543.36 71'043.13

5'149 SAINT-GOBAIN CHF 218'108.31 287'184.77 218'108.313'701 SCHNEIDER ELECTRIC CHF 269'711.87 268'955.02 268'955.02

137 SGS REG. CHF 280'165.00 232'090.80 232'090.801'580 SHIMANO CHF 204'929.22 73'745.30 73'745.30

37 SOLARWORLD CHF 578.34 78'698.75 578.3493'900 SOUND GLOBAL CHF 108'044.56 37'943.60 37'943.60

2'789 SPECTRIS CHF 90'830.24 57'582.27 57'582.279'593 TOMRA SYSTEMS CHF 73'103.19 85'985.20 73'103.194'979 UMICORE CHF 199'383.06 232'168.15 199'383.06

772 VOSSLOH CHF 49'660.12 92'418.27 49'660.122'573 WACKER CHEMIE CHF 281'680.27 348'381.09 281'680.27

126'200 WASION GROUP HOLDINGS CHF 117'073.58 56'040.82 56'040.821'900 WATTS WATER TECHNOLGIES 'A' CHF 119'770.60 66'516.46 66'516.46

TOTAL CHF 8'232'634.25 6'615'782.25 6'081'203.50

INVESTMENTS ON 31.12.2014

Sans titre-3.indd 38 27.05.2015 13:08:31

Page 39: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

39

PROPOSED APPROPRIATION OF AVAILABLE EARNINGS (expressed in CHF)

The Board of Directors of ONE CREATION proposes to allocate the accumulated profit as at 31 December 2014,

amounting to CHF 321,507, as follows:

- Allocation to general reserve 32,151

- Dividend 283,500

- Balance carried forward 5,856

Total 321,507

Sans titre-3.indd 39 27.05.2015 13:08:31

Page 40: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

40

Sans titre-3.indd 40 27.05.2015 13:08:32

Page 41: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

41

PROSPECTS

As can be seen from this fourth annual report, the Cooperative’s planned deployment process has been confirmed in fact.

After the General Meeting relating to the third financial year ended on 31 December 2013, vigorous efforts were made to introduce the Cooperative to the market. As outlined in this report, with the prospect of a first dividend being confirmed during the course of the financial year, a proposal was made to proceed with the payment of a dividend. This option was boosted by strong financial markets, even though ONE CREATION is not positioned in this global perspective.

At the same time, ONE CREATION was introduced to company directors, heads of pension funds and family offices, and private individuals. This initiative is expected to gain pace and will be strengthened by the arrival of new associates, a development which should be confirmed at the start of 2015 with, as a result, an increase in the share capital.

Consequently, the Cooperative’s development paths are twofold and converging.

Firstly, efforts to develop Private Equity holdings started to gather pace from the fourth quarter and will continue, thanks to the interconnected network put in place. This will provide generous scope to acquire new holdings and at the same time enhance our ability to participate in future increases in capital linked to the growing number of associates.

Secondly, attendance at a number of conferences and events aligned with the philosophy of ONE CREATION is already planned for the first half of 2015, and others will be added to in the course of the year. Such events put management in touch with a large number of potential investors who we look forward to welcoming as new associates.

As noted in the report, listed securities for their part make it possible to receive a regular dividend in order to cover management costs and plan for the distribution of a dividend. Companies are regularly monitored and the portfolio is supplemented as and when new opportunities arise. Here too, advantage will be taken of any significant increase in share capital to strengthen this part of the portfolio of holdings.

Management continues to steer the course it set in 2014. It has moreover strengthened its management team, with the latter now comprising eight staff. A person in charge of “Business Development” is a member of the team thus constituted. This organization gives the Cooperative an optimal management structure.

At the same time the skills network surrounding Management, for example in terms of legal and technical expertise, will be called on to make a major contribution in the light of improved prospects at the end of 2014.

Sans titre-3.indd 41 27.05.2015 13:08:32

Page 42: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

QUESTIONS/ANSWERS, SO THAT NO DOUBT SUBSISTS Cooperative for Environmental Research and the Application of Technologies related to Natural Order is the corporate name registered with the Companies Register.

Hereinafter, the appellations the “Cooperative” or “ONE CREATION” are used.

CONINCO Explorers in finance SA is a company which has operated for nearly 25 years in financial consulting, man-agement audit, follow-up and supervision services, including the classification and allocation of assets and managers. It is accredited by the FINMA, Swiss supervisory authority for financial markets, in the capacity of collective investment manager. The company is an asset value of the founder’s family, Mr. Olivier Ferrari, that owns the majority share.

CONINCO Explorers in finance SA is the statutory Manager of ONE CREATION.

1. Is ONE CREATION a financial instrument?No.

ONE CREATION is a Swiss law company in the form of a holding cooperative.

2. What is a cooperative?The cooperative is an economic entity based on the principle of the cooperation which best serves its associates. It differs from a trading company, or a foundation, due to associates’ rights and share capital characteristics. It is part of a solidari-ty economy, or environmental and social transition dynamics.

3. Why choose ONE CREATION rather than a financialinstrument?

In a cooperative such as ONE CREATION, subscribing to share capital is open to all as a principle. Investors own the company, in the same way as in a public company, as they hold at least one share in the share capital. But they have equal rights in General Meetings when giving their opinion and vote on business operating, whatever the size of their financial commitment.

As each vote has the same weight and each share has the same maximum value, business is managed in everyone’s interests, for the company’s long-term viability in compliance with its corporate purpose.

4. How does ONE CREATION differ from an existing finan-cial instrument?

ONE CREATION is a cooperative. This is a very old legal structure which defends its associates’ joint interests. ONE CREATION is emerging in the field of environmental tech-nologies, in accordance with its purpose.

A financial instrument is not a company, nor an institution endowed with legal status. It is made up of contributions from investors who want to make collective investments. It is a contract; more specifically a collective investment contract.

5. Why a cooperative rather than an investment foundation(Swiss law)?

An investment foundation is a legal structure which can be assimilated, as regards such structure, with an investment fund; this is a specific Swiss legal structure and is therefore restricted as regards the cooperative’s objectives. A founda-tion is also restrictive for the development of ONE CREATION since it is aimed solely at institutions under Swiss law. ONE CREATION’s corporate purpose is not con-nected to collective management, or the private manage-ment of joint assets. It is a company which takes out long-term holdings.

6. Which law governs a cooperative?Title 29 of the Swiss Obligations Code (CO) is the legal base for these matters. Failing which, Swiss joint-stock company law is applicable by analogy (Title 26 of the Obligations Code).

7. What is the driving force of ONE CREATION?The structure, object and fields of interaction of ONE CREATION tend towards the pooling of resources in order to promote economic progress that is respectful of the environment and humanity’s evolving needs.

Through a structure which is open to all and egalitari-an in its decision-making rights, the Cooperative pro-vides a civic and democratic opportunity to participate in the development of companies in which it is active, and consequently development of the economy as a whole.

It is a response to demand for sustainable economic investment.

8. Why the environment?In view of the social and economic changes in the world, two main sectors already appear as growth vectors: needs relat-ed to the coming retirement of baby boomers from the 40s and more specifically the 60s, and the environment. The first already have a sound financial infrastructure. But the envi-ronment is a long-term growth sector which has real poten-tial at both local and global levels.

9. What are environmental technologies?Technical and industrial applications of progress in scientific research which are expected to provide greater welfare in

Sans titre-3.indd 43 27.05.2015 13:08:32

42

Page 43: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

connection with the natural and human environment. The economic exploitation of such technologies endeavours to conciliate the economic and environmental aspects of sus-tainable development.

10. What is sustainable development?The widely accepted definition is the one provided by the United Nations 1987 Bruntland Report: “sustainable devel-opment meets current generations’ needs, without compro-mising the possibility for future generations of meeting their own needs.” Three sectors of action are generally acknowl-edged: social, economic and environmental.

11. Which technologies will ONE CREATION commit to?As there is virtually no limit to the field of environmental technologies, ONE CREATION only commits to sustainable activities at technical, environmental and economic levels in the following fields:

Renewable energies Environmental biology

Ecological materials

Ecological transports

Waste management

Environmental chemistry

Environmental consulting

Energetic efficiency Water management

12. Does ONE CREATION apply exclusive criteria whenselecting companies?

For companies considered as "Pure" or "Mixed players", their activities must comply with the definition of environmental technologies used by ONE CREATION and the sectors speci-fied in question 12. For “Support” companies, part of their activities must also correspond to the said definition and sectors. In addition, if the core activity is contrary to the aim of the environmental technology exploited by the company, it will be excluded. For this purpose, some activities are con-sidered as excluding the company (oil exploitation, weapons, GMOs, etc.). In addition, when environmental benefits re-sulting from the technology are not certain in the long-term, or if such techno-logy is currently controversial, the company will be classified as “Controversial.” The Board of Directors would therefore decide whether to take a holding in full knowledge of considerations involved.

13. Who can become a ONE CREATION associate?Associate capacity is open to all legal entities or private individuals, trading companies or non-profit making organi-sations, pension funds, public communities. This is simply a non-exhaustive sample of the different actors that have the capacity for making long-term capital investments.

14. How to become an associate?Any applicant acquires associate capacity via subscribing to at least one ONE CREATION corporate share. This status

continues for as long as the latter keeps one corporate share. Each application must be validated by the Board of Directors.

15. What are the subscription terms?The issue price for one ONE CREATION corporate share is CHF 10 000, subject to amendment of the Articles of Asso-ciation. The minimum number of shares subscribed to by an associate is one, with a maximum of 10 000 shares.

A 1% federal tax and a 2% issue commission are added to the price of each subscribed share. Use of the issue commis-sion is explained in Article 7 of the articles of association.

16. What does ONE CREATION actually do?The Cooperative’s holdings comply with a unique concept, this takes the form of holdings in companies which operate in the environmental technologies’ field and allow to develop ONE CREATION’s economic return. This includes both listed and unlisted assets. ONE CREATION may also guarantee the protection and transfer of such technologies.

17. How can one appreciate the return on investment inONE CREATION’s capital?

By payment of a dividend to associates. Surplus net profits can be entirely redistributed.

There is no inventory value, except for an exit which must be financed, insofar as the asset value does not cover the share capital. A cooperative’s corporate share is always at its nom-inal value level, subject to negative economic correc-tions.

18. Are there enough listed companies in the relevantsector to be entitled to expect sound and sustainabledevelopment?

Yes, stock market capitalisation by approximately fifty listed companies in environmental technologies is close on CHF 488 billion. With a share capital of several hundreds of millions of Swiss Francs, the diversification potential is signifi-cant on a short, medium and long-term buoyant market. And this does not take account of unlisted companies and start-ups’ potential.

19. Can ONE CREATION’s results be compared to areference index (benchmark)?

No, for several reasons:

a) ONE CREATION’s results lead to a dividend paymentor otherwise. This amount is finalised by the associates.

b) This is a trading company, not an investment fund or afinancial instrument, with a specific purpose connectedto sustainable industrial economic development.

20. Does ONE CREATION have a charter of ethics?ONE CREATION’s Management has an applicable charter of ethics in the capacity of economic partner of pension funds in Switzerland; the charter specifies the highest level of requirements in such matters. The charter’s economic, envi-ronmental and proper corporate governance standards are

Sans titre-3.indd 44 27.05.2015 13:08:33

43

Page 44: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

applicable to the Cooperative, subject to higher require-ments that the Board of Directors may wish for.

21. What qualifications does ONE CREATION rely on tobe a leader of its concept?

The ONE CREATION Cooperative not only may count on well-known persons in the social and scientific fields, who are part of its strategic management, but also acknowledged know-how at operational management level.

It also calls on specific third party skills which allow it to be at the forefront in its sector.

22. What are the technical skills used for?The Cooperative groups the highest number of technical skills possible. These are both individuals and academic, scientific and technical institutions. Therefore ONE CREATION has quicker access to the best authorised opin-ions in such matters, in particular in the classification of start-up companies or when doubts exist as regards the technolo-gy’s specificity.

23. What are the advantages of taking part inONE CREATION?

Below are the nine main advantages:

Having a repeated and increasing economic yield. Obtaining stable capital in the medium and long-term. Combining financial targets and ethical convictions. Subscribing to diversified holdings. Taking part in the expansion of cutting-edge companies

that are not accessible via the stock market. Encouraging interaction between the various economic

actors. Playing a part in the positive evolution of environmental

criteria. Enjoying more than the right to vote in the capacity of

associate: sharing ideas, making proposals, etc. Becoming a committed investor due to the ONE

CREATION “label”.

24. What type of network does ONE CREATION focus on?The ONE CREATION Cooperative's main aim is to encour-age and guarantee, via joint action, its associates’ interests in developing technologies which ensure economic progress, respect the environment and civil society. Accordingly, it sets up business networks with listed and unlisted companies connected to the environmental technologies’ field, both in Switzerland and abroad, in any grouping of interests leading to being in line with research on such subjects at internation-al level.

25. What information can associates access?Apart from customary legal reports, the various holdings are permanently accessible for associates on the internet. In addition, specific information on the companies is available within the limits of legal standards.

26. Can pension funds legally take part in ONECREATION?

No restriction is placed on institutional investors based on Swiss territory or abroad. Subject to any specific local provi-sions.

In its development model, ONE CREATION applies a policy for the acquisition of participations which respects the princi-ples of appropriate risk spreading. Sums available for routine management and payment of a dividend are not subject to speculation by investment on the financial or capital markets. The participations are spread between different categories of enterprises and between several regions and sectors of the economy. ONE CREATION is an unlisted company of the private equity type incorporated under Swiss law.

27. How to be sure that crossed-shareholdings do notcreate conflict of interests within ONE CREATION?

General Meeting decisions are taken by an absolute majority of votes, subject to specific provisions stipulated in the Arti-cles of Association. In accordance with the said Articles of Association, the General Meeting is responsible for electing members of the Board of Directors and therefore protecting itself against conflict of interests within the Board.

As Board of Directors’ decisions are taken entirely inde-pendently of Management, the former is responsible for taking a risk, or otherwise, as regards conflicts of interests in its decisions, with the possibility of being required to justify these before the General Meeting.

28. At which geographic level is ONE CREATIONlocated?

Although the Cooperative is legally located in Switzerland, the initial objective is to have globally diversified holdings in accordance with the specified rules.

29. How to exit unlisted projects which failed to reachexpectations?

This type of event mainly relates to start-up companies. If such a case arises, the acquisition value is corrected and the holding is liquidated if it is deemed as lacking any recovery potential. In this event, ONE CREATION must protect access to patents as far as possible, for the optimal security of its investment in the event of bankruptcy.

30. Can holdings be performed for a public share buy-back?

Yes, in theory.

ONE CREATION’s philosophy is to preserve assets. Within the limits of its resources and policy, it could support a share buy-back or a stock market withdrawal operation for a listed company which lacks the necessary liquidities.

Sans titre-3.indd 45 27.05.2015 13:08:33

44

Page 45: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

31. How are unlisted assets valued?Start-up companies are assessed according to market stand-ards. Unlisted companies are assessed according to capitali-sation paid when taking the holding, subject to a reduction in such value if convincing items make this necessary.

32. What would happen if all of ONE CREATION’s hold-ings simultaneously lost a significant percentage oftheir value and that the relevant companies no longerpaid their dividend?

The Cooperative would cease dividends’ distribution for as long as results are not positive. In order to mitigate the value loss due to the market, a share capital hedging fund is set up. During the early stage, a value that is lower than the nominal value exists.

33. What risks are associated with ONE CREATION’sactivity?

The main risk is markets’ evolution and their influence on listed securities. Secondly, business incorporations always include a risk; this is where the term “venture capital” comes from. Lastly, there is a yield risk if the selected holdings do not, on average, provide the scheduled return.

34. Does a premium exist to protect associates’ assets inview of new fund contributions?

No.

All investments are only performed for the purpose of reach-ing the Cooperative’s target and preserving share capital. To do this, according to available financial capacities, ONE CREATION constitutes a risk hedging fund.

When all share capital is invested, the contribution of new funds makes it possible to pursue the corporate aim and diversify the risk connected to potentially dominant associ-ates.

35. How does ONE CREATION share capital take inflationinto account?

As the market takes inflation into account; collected divi-dends must correspond to all parameters which define eco-nomic development (growth, inflation, currencies, etc.).

36. What is ONE CREATION’s carbon footprint?As things stand, the Cooperative’s carbon footprint is very low as it operates using CONINCO Explorers in finance SA’s existing facilities. Secondly, publication of the Annual Report and periodical information will, in principle, take place elec-tronically. The carbon balance assessment will be included in the Annual Report as soon as the capacities and means are grouped.

37. Will ONE CREATION have ISO 14001 certification?CONINCO Explorers in finance SA has ISO 9001 and ISO 14001 certifications, which we believe to be a strong corpo-rate governance action. ISO 14001 certification evidences a commitment in the field of environmental protection. Second-ly, Management has signed the PRI - Principles for Responsi-

ble Investment - which were set up by the main global inves-tors with support from the United Nations.

38. Where are the corporate shares acquired in ONECREATION invested?

The objective is to obtain a distribution between listed securi-ties, so a position and a dialogue with the major actors on the market can be established, and long-term yield devel-oped. Unlisted securities to formalise a stable and potentially increasing yield and, in early stage and confirmed start-ups, to be part of the dynamics of the development of new tech-nologies which have a positive impact on the environment and generate a total value for share capital development.

39. Who decides on the precise strategic allocation of eachasset category?

The holdings’ policy, strategic allocation in the different development stages and implementation are taken charge of by the Cooperative’s Board of Directors in association with Management, according to capital development and situa-tional opportunities.

There is no optimised or ideal distribution. According to economic periods, one or the other solution shall be pre-ferred.

40. How will the share capital risk be covered?The Cooperative is not an investment fund, or even a finan-cial instrument. It is a company with long-term holdings, commitments and support. Therefore, a risk hedging policy is not its aim. However, various measures are taken so that holdings do not become dominant. In accordance with the economy’s evolutions, an opportunity will be preferred. The risk resulting from creating reserve funds which allow to take a higher or lower risk is also controlled. Contributions from new associates are used in these various ways for steering holdings’ development.

41. What are the selection criteria for the relevantassets?

Specific criteria are allocated to each type of asset.

For listed shares: Firstly, the long-lasting financial stabilityof the company’s activities, attractive returns and valueenhancement. Secondly, a classified exposure to envi-ronmental technologies as defined in the classificationprocedures.

For unlisted shares: Only companies which pay a divi-dend are considered, insofar as part of their turnover re-sults from the specified environmental technologies, andwhere an intention of increasing development in compli-ance with the Cooperative’s aim is evidenced. They mustpresent business and yield stability in the short, mediumand long-term. In addition to these requirements, thecompany’s debt situation must be sound, certified by acredit analysis.

For start-ups, only companies which operate exclusivelyin the specified environmental technologies are taken in-to account. Classification is based on an analysis of thebusiness plan, which must guarantee a substantial redis-tribution of profits in the final stages of value enhance-ment development of approximately CHF 1M during the

Sans titre-3.indd 46 27.05.2015 13:08:33

45

Page 46: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

set up stage, and a long-term partnership with the Coop-erative. Technological know-how must be validated by outsourced third parties.

42. Why not concentrate on a single type of asset?In a single sector dedicated to long-term growth, which is the case for environmental technologies, the Cooperative wants to access all economic growth sources connected to assets with revenue distribution.

As ONE CREATION’s end purpose is to favour economic industrial output in its field, it is logical to diversify its risk by also counting on the possible creation of innovating compa-nies with growth prospects amongst its holdings.

43. Can ONE CREATION share capital be closed?In accordance with the law, a cooperative’s share capital is open. Nevertheless, the Board of Directors decides on the appropriateness of possibly issuing new corporate shares, and also the admission of new associates or otherwise.

44. What decision-making authority does Managementhave?

Management only has operational authority. Therefore it does not have any decision-making powers as regards strat-egy and holdings. Nevertheless it applies procedures drawn up and, in this framework, it is entitled to continue asset classification when criteria are not complied with. But it in-forms the Board of Directors of this; the Board takes all final decisions.

45. What in-company and outsourced skills does ONECREATION have to successfully perform its financingfor unlisted assets?

The Cooperative ensures access to its needs by bringing in professional skills when required.

For unlisted assets, a dual structure is set up. Firstly, the analysis of mature unlisted companies which pay a dividend may be undertaken with the same instruments as for listed assets. As unlisted companies are not obliged to comply with the same account publication requirements as listed compa-nies, the said instruments are supplemented by a financial and strategic examination which is undertaken in accordance with the analysis model for internal banking credit.

For start-ups, role distribution within ONE CREATION is clearly defined: outsourced third parties validate technology, and the start-up’s financial and economic assessment is performed by Management that validates the business plan. On this basis, either the full Board of Directors or a selection committee decides on the financial commitment.

However, tactical and strategic support, or coaching, is outsourced if necessary and financed by the start-up itself. Business plan validation must guarantee this measure.

46. What is a start-up?A company that has just been founded, is lacking in history, and the equity required to obtain bank loans. It is confronted with a chronic lack of the financial resources needed for its development.

47. Why invest in start-ups if there is no capital gain objec-tive?

The long-term objective is to stay in the capital of invested companies, listed or otherwise, insofar as they distribute a dividend and that ONE CREATION’s share capital is not in danger.

Different surveys evidence that a company which remuner-ates its shareholders via dividends has a sounder economic development.

A large part of start-ups will be the subject matter of forward acquisitions and the Cooperative will not be able to keep its share. At the current stage of decisions, generated revenues will be spread over reinvestments and income distribution.

48. What advantages does ONE CREATION have forsupporting young companies?

Its networks of associates and business relations can facilitate synergies.

It can look for and recommend experts to accompany and advise these companies on their development in the frame-work of its capital holding. It can acquire patents and licenc-es, or finance the latter in exchange for property rights. ONE CREATION’s commitment is not restricted in time, subject to compliance with its purpose.

Holdings’ administrative costs are assessed at 1% of the share capital when starting and at 1.5% of assets managed as soon as the commitment to start-ups is under-taken.

49. What strengths does ONE CREATION haveto support young companies?

Its networks of associates and business contacts can facilitate synergies.

It can search out and recommend experts to accompany and advise such companies in their development as part of its stake in the capital. It can acquire patents and licences or finance the latter, in return for right of possession. The en-gagement of ONE CREATION has no time limit, provided its object is respected.

The management costs of holdings are estimated at 1% of share capital in the start-up phase, and 1.5% of managed assets from the time of investing in start-up companies.

50. What is the cash situation and terms of withdrawal ofone or more associates?

Cash is at the level of 84% to 90%, available within 48 hours.

Sans titre-3.indd 47 27.05.2015 13:08:34

46

Page 47: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

Associates may relinquish their holdings at any time, in part or in full.

The repayment of shares is specified in article 9 of the stat-utes, which stipulates that: “In the event of voluntary with-drawal or death, the Board of Directors decides the value of shares to be reimbursed. Calculation of the value is based on net worth as shown on the balance sheet on the date of death or withdrawal, excluding all reserves. The reimburse-ment may not however exceed the total nominal value of the shares in question.

“The Board of Directors is entitled to defer reimbursement for not more than three years if the company shows a negative balance sheet or is in a difficult financial situation in the light of engagements made or to be made. In addition, the com-pany’s right to a fair indemnity is reserved.”

If several associates ask to withdraw at the same time, para-graph 2, article 9 of the statutes may apply in particular.

50. How are shares valued when an associate withdraws?

Calculation of the share value is based on the net worth shown on the balance sheet excluding all reserves. The value may not however exceed the total nominal value of shares in circulation.

Example 1 | balance sheet value: CHF 8,000.- ; legal re-serve: CHF 50. - ; hidden reserve: CHF 2,500.- ; withdrawal value: CHF 8,000.-

Example 2 | balance sheet value: CHF 12,000.- ; legal reserve: CHF 50. - ; hidden reserve: CHF 2,500.- ; with-drawal value: CHF 10,000.-

51. What is the tax situation regarding dividends?

The company is subject to the tax regime for legal entities of its registered office and the canton in which the latter is es-tablished, according to the scale applicable on the reference date for the profit in question.

Paid dividends are subject to anticipatory tax.

52. What costs are applied?

1. Subscription costs: Setup cost of 3% (1% federal stamp and 2%

jointly for the cooperative’s developments)2. Operating costs:

Management fees of CONINCO (as soon asthe share capital reaches CHF 20 million)= 1.5%

Board of Directors fees Bank interest and charges (including brokerage

and stock deposits) Auditor’s fees and related services General Meeting and miscellaneous costs (law-

yers, third-party experts)3. Fiscal costs:

Tax on profits

The TER (1+2+3) is estimated at 3.5%.

The TER of Private Equity investment funds, according to year and structure (fund or fund of funds), is 1% (structure in liquidation) to 12% (active fund of funds), and on average 6%.

The Management of ONE CREATION charges no perfor-mance fee.

53. Why have an ISIN Code?

The ISIN code does not permit direct subscription by elec-tronic means like other funds. Subscriptions may only be made by submitting the subscription form duly completed to the Management of ONE CREATION.

The ISIN code allows associates to notify their bank of the number of shares subscribed. The latter will therefore have at its disposal monthly online valuations, if such professional services are offered, making it possible to ensure the regular transmission of securities valuations, including shares in the Cooperative.

54. Who decides whether or not to pay a dividend?

In accordance with art.13, paragraph 4 of the statutes, a decision regarding the dividend is made by the General Meeting. The due dividend is paid in cash to the account communicated by each associate. It is payable within the time limit made known after the General Meeting has taken place (April 2015).

55. Can the dividend be reinvested?

The dividend can be reinvested according to the decision of the associate, but after its payment date in the form of a new share subscription.

Sans titre-3.indd 48 27.05.2015 13:08:34

47

Page 48: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

ARTICLES OF ASSOCIATION

Sans titre-3.indd 49 27.05.2015 13:08:34

Company name, registered office and object

Article 1 – Company name, registered office and duration

The following company is incorporated under the name

ONE CREATION « Coopérative pour la Recherche Environnementale et l’Application des Technologies Induites de l’Ordre Naturel »

being a Swiss-law société coopérative based in Vevey (VD), subject to the present Articles of Association and articles 828 et seq of the Swiss Code of Obligations. It is incorporated for an indeterminate period.

Article 2 – Object

The company’s principal object is to further or ensure, by common action, specific economic interests of its members by encouraging applied research in relation to protection of the environment and the preservation of natural re-sources, and by supporting technological development in order to assure eco-sustainable economic progress.

It may initiate and/or support any educative, creative, demonstrative or productive activity encouraging preservation of the environment and its integration in responsible eco-nomic development, including the efforts of its own mem-bers active in the above fields, in order to contribute to the evolution of mankind in harmony with the environ-ment. The company intends to demonstrate by example that it is entirely possible, through common action, to practice socially responsible, profitable business while promoting the integrated management of natural resources.

In line with its resources, the company will extend its action in the public interest to any third party active in the above fields who shares its philosophy. For that purpose the company may acquire and/or utilise any patent or licence or hold any direct, indirect, minority or majority interest in any enterprise in Switzerland or abroad, active in the field of environmental technology, with the aim of providing responsible support for the development of such enterprises.

In this context the cooperative may carry out any com-mercial, financial or other transaction which is directly or indirectly related to its object.

The cooperative may buy or sell immovable property in its own name or as a property company and may hold shares in companies exercising a financial activity, if related to the furtherance of its object.

Members

Article 3 – Admission of members

Any natural or legal person, community or public-law institution with legal status, whether Swiss or non-Swiss, may apply for membership by completing and signing the subscription form for that purpose, and by declaring unconditional acceptance of the present Articles. Each member must acquire at least one share in the coopera-tive and retain ownership of that share throughout his membership.

Upon formal subscription of at least one share, the Board of Directors will authorise the application for membership which can only be validated and registered once the subscription has duly been paid in full.

The Board of Directors may apply other conditions of membership, or refuse membership without giving any reason.

There is no limit to the number of members.

Article 4 – Percentage support of ONE CREATION

In accordance with the statutory aims, the Board of Directors may, if requested to do so on reasonable grounds, engage funds from surplus operating assets up to a maximum of one percent (1%) of the share capital per annum, to support third party projects of demonstrated rigour and quality working towards the same ends as ONE CREATION, namely to promote environmental protection.

This allocation will proceed provided the appropriations specified in article 29, paragraphs 1 and 2, have been duly effected beforehand.

Article 5 – Loss of membership

Membership status can be lost as a result of voluntary withdrawal, death (in the case of a natural person), loss of legal status (in the case of a legal person) or exclu-sion for good cause.

A member may only withdraw as of the end of a finan-cial year, by giving written notice to be sent to the Board of Directors by registered post at least six months prior to year-end.

The Board of Directors may order the exclusion of a mem-ber, by stating the reasons, in the case of a threat to the company’s interests. Appeals may be made to the General Assembly.

48

Page 49: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

Sans titre-3.indd 50 27.05.2015 13:08:35

Share Capital

Article 6 – Shares, amount, division, mandatory/optional shares and certificates

The cooperative shall issue, upon subscription and full pay-ment, shares of CHF 10'000 each. The company reserves the right to change the par value of the cooperative share. The company may issue new shares at any time, under the same conditions. The shares shall be listed on the register of members kept by the Board of Directors. A member must retain a mandatory share at all times, in order to be recog-nised as such. He may subscribe, acquire or hold optional shares up to a maximum of ten thousand shares per mem-ber.

The company issues, in the name of each member, a certif-icate documenting membership and number of shares held in corresponding to the entry on the register of members, signed by the Chairman and Secretary of the Board of Directors. Such certificate is issued as evidentiary document only and under no circumstances as a negotiable instru-ment. The Board of Directors shall ensure that the certifi-cates correspond to the actual situation at all times and shall cancel or replace any certificates requiring amend-ment.

Article 7 – Subscription costs

Members must pay, in addition to the par value of each share, the Federal stamp duty at the rate currently in force, and an issue fee determined by the Board of Direc-tors, as a percentage of the share’s par value. The issue fee is intended to cover the company’s incorporation costs and the costs relating to the issue of shares and share certificates, and the keeping of the membership register and related publications.

Any balance remaining after the above costs have been paid will not be transferred to the capital account but will be allocated to a special account intended to cover all the future costs directly linked to the company’s growth.

Article 8 – Assignment

Shares in the company, if fully paid up, may be assigned to a third party. The assignee must submit a written applica-tion for admission, declaring his unconditional acceptance of these Articles, and will only be recognised as a mem-ber once the Board of Directors has duly authorised his application and registered him on the register of members.

Anyone assigning all of his mandatory and optional shares in the company will lose his status as member. He will retain the rights and duties linked to that status until the decision has been taken concerning the admission of his successor, and his name has been deleted from the register of members and the new member has been added.

Article 9 – Reimbursement of shares

In the event of the voluntary withdrawal or death of a member, the Board of Directors will determine the

value of the shares to be reimbursed. The calculation of that value is based on the net worth resulting from the finan-cial statements as of the date of death or withdrawal, with the exclusion of all reserves. However, the amount reimbursed cannot exceed the total par value of the shares in question.

The Board of Directors may defer, for no more than three years, a reimbursement if the company is showing a loss or is in a delicate financial situation, taking into account present or future commitments made or to be made. The company’s right to an adequate indemnity (withdrawal fee) is also reserved.

Members’ responsibilities

Article 10 – Liability The cooperative’s liabilities can only be discharged by its own assets. Any personal liability or obligation on members to make supplementary contributions is hereby excluded.

Organisation of the company

Article 11 – Organs of the company

The organs of the cooperative are the following:

A. The General Meeting; B. The Board of Directors; C. Management; D. The auditors.

A. Powers of the General Meeting

Article 12 – General powers

The General Meeting of members is the supreme body of the company.

Article 13 – Inalienable rights and powers

In particular, the General Meeting has the following inaliena-ble rights:

1. to adopt and amend the Articles of Association;

2. to elect or revoke members of the Board of Directorsand the auditors;

3. to approve the directors’ annual report;

4. to approve the annual financial statements (balancesheet and income statement) and decide on the alloca-tion of the resulting profits, and in particular on the dis-tribution of any surplus;

5. to release the members of the Board of Directors;

6. to take any decision reserved for it by law or by theseArticles, and to resolve on any proposals submitted to itby the Board of Directors;

7. to resolve upon the dissolution, merger or conversion ofthe company.

49

Page 50: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

Sans titre-3.indd 51 27.05.2015 13:08:35

Article 14 – Ordinary General Meeting

The ordinary General Meeting shall be convened by the Board of Directors and, if necessary, by the auditors or liquidators. It shall be held each year, during the six months following year-end.

It shall be convened by written notice, at least twenty days before the date set for the meeting, by letter sent by ordinary mail to each member at the address listed in the register of members.

The notice of meeting must state the items on the agenda and if applicable any proposals or other matters raised by the Board of Directors.

The notice of ordinary General Meeting must inform the members that the annual accounts, directors’ report and auditors’ report will be available at the company’s regis-tered office no later than 10 days prior to the date of the meeting and that each member can ask for a copy of these documents to be sent to him as quickly as possible.

No decision can be taken on matters not duly listed on the agenda, except at the proposal to call an extraordinary General Meeting, establish special controls or waive, with a unanimous decision, the presence of the auditors.

Any individual proposal put before the General Meeting will be included on the agenda for the following meeting, if supported by at least five members.

Article 15 – Extraordinary General Meeting

An extraordinary General Meeting can be held whenever deemed necessary by the Board of Directors. The auditors may also request a meeting, if necessary.

It must also be called at the request of at least one-tenth of the members, who must submit a written request to the Board of Directors, stating the items to be included on the agenda. The Board of Directors will also be required to call a meeting at the request of three members, if the company has less than thirty members.

The extraordinary General Meeting will be called in accord-ance with the rules applicable to ordinary meetings.

Article 16 – Quorum; chairman and secretary

The General Meeting may discuss and pass resolutions if at least one-fifth of the total share capital is present or repre-sented, subject to article 19 of the present Articles.

The meeting shall be chaired by the Chairman of the Board of Directors or, in his absence, by the Vice-Chairman or if he is also absent, by another member of the Board.

The Secretary to the Board will take the minutes. If the Secretary is unavailable, the Chairman will appoint another secretary to take the minutes.

Article 17 – Right to vote at the General Meeting

Each member has the right to one vote in the General Meet-ing.

The right to vote can be exercised through another mem-ber who must be in possession of a written proxy. A member can represent no more than two members in-cluding himself.

Article 18 – Decisions and required majorities

The General Meeting shall pass resolutions and elect company officers with the absolute majority of the votes cast, subject to the rules of law or provisions of these Arti-cles to the contrary. The elections and votes shall take place by show of hands. In the specific event of a tie, a sec-ond round of voting shall be held immediately. If the sec-ond vote also results in a tie, and a decision must be taken immediately, the Chairman shall have the casting vote.

Article 19 – Special circumstances, qualified majorities, amendments to Articles of Association and dissolution

A majority of three-quarters of all the members listed on the register of members is necessary for an amend-ment to the Articles of Association, or to order the dissolu-tion of the company.

An exception to the foregoing is an amendment to Article 25 herein which, due to its contractual nature, can only be made with a unanimous vote with the exclusion of any person or entity directly or indirectly linked to Man-agement.

A further exception relates to provisions concerning the majorities and quorums stipulated in the Swiss law on merger, division, conversion and the transfer of assets (Lfus).

Article 20 – Minutes

All general meetings must be recorded in minutes drafted immediately by the Secretary and duly signed by the latter and by the Chairman of the meeting.

B. The Board of Directors

Article 21 – Composition and term of office

The company shall be administered by a Board of Directors composed of at least 3 members but no more than 9, elect-ed on a majority basis from among the members.

The One Nature Foundation has an indefeasible right of representation on the Board of Directors.

The other directors shall be elected by the General Meeting for a three-year term and may be immediately re-elected.

50

Page 51: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

Sans titre-3.indd 52 27.05.2015 13:08:36

Article 22 – Organisation, decisions and minutes

The Board of Directors shall have autonomy of organisation and shall appoint a Chairman, a Vice-chairman and a Secretary.

The Secretary may also be a non-Board member and does not necessarily have to be a member of the company.

The Board of Directors may delegate certain tasks to committees, to be formed of members of the Board, which is responsible for determining their powers.

The majority of the members must be present in order for the Board’s decisions to be valid.

Board decisions shall be passed with the absolute majority vote of the members present. In the event of a tie, the Chairman shall have the casting vote.

The Board decisions can also be taken by means of written approval given in the form of a circular letter.

All Board meetings must be recorded in minutes drafted immediately by the Secretary and duly signed by the latter and by the Chairman of the meeting.

Article 23 – Convocation of Board meetings

The Board of Directors shall be convened by its Chairman whenever necessary on the basis of business requirements, but at least four times a year.

Two members of the Board as well as Management may ask the Chairman to call a meeting, and must state the reasons.

Article 24 – Powers

The Board of Directors is responsible for the high-level management, supervision and control of the company. In accordance with its general duties as provided for in article 902 of the Swiss Code of Obligations, the Board has the following non-transferable duties:

1. to exercise the high-level management of the companyand issue the necessary instructions, in particular bydetermining the general policy and types of authorisedactivity;

2. determine the company’s organisation;

3. approve its regulations;

4. determine the principles of accounting, financial controland financial planning;

5. exercise high-level surveillance of those persons chargedwith the running of the company to ensure that theyrespect the law, the present Articles, and companyregulations;

6. prepare the accounts and draft the annual report;

7. define contractual relations with Management;

8. approve fees paid to Management;

9. convene the General Meeting and determine its agen-da;

10. inform the courts in the case of over indebtedness;

11. decide on any purchase or sale of property orinvestment;

12. designate those persons authorised to sign on behalf ofthe company and determine the method of signature,which on principle is the collective signature by two;

13. take any decision concerning shares, subject to manda-tory legal powers of the General Meeting in this re-gard;

14. approve the principles of the investment policy in conformity with the company object;

15. Decide on a case by case basis as appropriate on theallocation of the “ONE CREATION support percent-age” within the limits stipulated in Article 4 of these ar-ticles of association.

In general, the Board of Directors shall decide on any matter which is not reserved by law or under the pre-sent Articles to the General Meeting or another organ.

C. Management

Article 25 – Management

In accordance with article 898(1) of the Swiss Code of Obligations, the management of the company’s affairs is entrusted to CONINCO Explorers in finance SA in ac-cordance with the contractual provisions stipulated by the Board of Directors. Its duties and powers are determined in the management regulations. Management fees are deter-mined each year by the Board of Directors and are agreed in a specific contract.

Management is present in an advisory capacity at the Board of Directors’ meeting.

D. The auditors

Article 26 –The auditors

At the proposal of the Board, the General Meeting shall elect an internationally-recognised institution as auditors, for the term of one year (renewable).

The auditors shall review the annual accounts and direc-tors’ report on same in accordance with generally accept-ed auditing standards (GAAS). They will draw up a report containing their conclusions and recommendations for submission to the General Meeting. The observations made during their audit and any proposals must be submitted to the Board of Directors in writing at least 14 days prior to the annual ordinary General Meeting.

51

Page 52: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

Sans titre-3.indd 53 27.05.2015 13:08:36

Article 27 – Governance and conflicts of interest

Members of the Board of Directors, management, the audi-tor and their respective personnel active in the affairs of the company under the terms of the present statutes, must act with full knowledge of the facts, in good faith, and with all necessary due diligence and care, in the interest of the com-pany and associates.

In accordance with high ethical standards, they must honestly inform the Board of Directors of any conflict of interest be-tween their personal interests, direct or indirect, and those of the company or an entity controlled by the company. In such cases they must abstain from any actions or omissions and from participating in any deliberations or decisions which could be influenced by such a conflict. The Board of Direc-tors may decide on measures it deems fit to ensure that such matters are satisfactorily resolved.

A conflict of interests exists in particular if general duties towards the company are contradicted by personal interests or those of a close friend or relative, or indeed those of a third party to whom loyalty is owed on principle or in fact.

Where its decisions and proposals may affect different asso-ciates to varying extents, the Board of Directors must ensure that all are treated fairly.

Accounting; allocation of annual profits

Article 28 – Financial year – Directors’ report

The financial year shall begin on 1 January and shall end on 31 December in each year. The first year shall end on 31 December 2011.

A balance sheet and income statement shall be drawn up each year, closing on the date of closure of the company's financial year. The annual accounts must be drawn up in accordance with the law and the principles of good accounting practice.

At least ten days prior to the General Meeting the compa-ny's administration must file the annual accounts, direc-tors' report and auditors' report at the cooperative’s regis-tered office.

Article 29 – Allocation of profits

After the amortisation, depreciation and other provisions considered necessary by the Board of Directors, the profits resulting from the balance sheet shall be allocated as follows:

1. at least 10% to the legal reserve pursuant to article860(1) of the Swiss Code of Obligations, until thatreserve reaches a minimum of one-fifth of the share cap-ital.

2. a first dividend to members up to 4% of the sharecapital.

3. The net balance remaining after the above allocationsshall be made available to the General Meeting for thefollowing, in order of priority:

a) 30% to the establishment of other reserves to cover therisks on investments;

b) an additional dividend to members up to a maximum of8% of the share capital;

4. any residual amount will be allocated at the discretion ofthe General Meeting, following the proposals of theBoard of Directors.

Dissolution and liquidation of the cooperative

Article 30 – Dissolution

In the case of dissolution or liquidation of the company, the surplus remaining after all its debts have been settled shall be used, in the first instance, to reimburse the shares in the company. The last General Meeting of mem-bers will have the power to allocate any surplus remain-ing over and above the nominal amount of share capital.

Notices and communications

Article 31 – Official medium of communication

The company’s publications shall be made in the Swiss Official Gazette of Commerce (FOSC). The Board of Directors may decide to issue publications through other channels.

Article 32 – Dispute resolution; forum

Disputes between members and the company, or company organs, and disputes among members themselves, con-nected to the company‘s business which have not been resolved in private ad hoc conciliation may be submitted to the jurisdiction in which the company’s registered office is based.

Article 33 – Effective date

The present Articles were unanimously approved by the in-corporating General Meeting held on today's date. They shall take effect from the time the company is entered on the Register of Commerce. The company’s administration is responsible for completing all the required formalities in this regard.

Vevey, 7 June 2010 / changed 20 March 2013

52

Page 53: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

Sans titre-3.indd 54 27.05.2015 13:08:36

Photographic creditsCover ©ProMotion - Fotolia.comInterior Olivier Ferrari

Page 54: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty
Page 55: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

www.onecreation.org

couv.indd 2 17.03.2015 13:58:17

Page 56: 2014 ANNUAL REPORT - ONE CREATION · 2015-06-01 · fight against terrorism that otherwise could and should be used for cooperation, sustainable development and the war on poverty

www.onecreation.org

Vevey - Switzerland

couv.indd 1 17.03.2015 13:58:17

AN INNOVATIVE

COOPERATIVE

INNOVANTE

FOR A TRUSTING

RELATIONSHIP BETWEEN

FINANCE AND INDUSTRY

2014 ANNUAL REPORT

The economic, financial and social challenges must reconcile Society’s needs with protecting the environment.

Our Cooperative, ONE CREATION, offers you the possibility of taking holdings in companies which operate in environmental technologies at all stages of industrial development.This function results from new awareness of the need for integrated economic development, for the economy, the environment and our Society’s sustainable evolution.

ISIN CH0211420010