Hapimag AG I Annual General Meeting 2017 0 Hapimag AG I Annual - - PDF document

Hapimag AG I Annual General Meeting 2017

Hapimag AG I Annual General Meeting 2017

Dear Shareholders and Guests You are very welcome here today at the 53rd Annual General Meeting of Hapimag AG. On behalf of all my colleagues on the Board of Directors and the Executive Board, I would like to thank you for travelling to Baar today. Over the past year, the Board of Directors and the management have intensively studied how Hapimag’s business model can be developed. In this respect, we can build on the proven concept of part-ownership and a special holiday model based on subscription points. Since 1963, we have continued to inspire our members and customers with their changing needs and requirements. Before I hand you over to Kurt Scholl, Chairman of the Finance Committee, and our CEO Hassan Kadbi, who will talk about the results of the 2016 financial year, please allow me to very briefly address the specific situation of Hapimag in the current business development:

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A recent heading read: “Our children no longer buy cars and holiday homes!” Consumer behaviour is changing. This in turn is changing the economy as well. Today, people only want to pay for usage and not for ownership. Ownership has become a secondary factor. If parents move into a retirement home, the children no longer want to take over the family home, let alone the holiday home. “Our descendants are no longer interested in our possessions!” is the complaint voiced by the

• utgoing generation. The younger generation of the so-called millennials who were born

between 1980 and 2000 clearly does things differently than the previous generation and is in the process of changing the economy. As a provider of holiday homes, we have to adapt to this. While we know that goods are willingly shared and used collectively, the millennials generation are no longer aiming for

• wnership per se. Their parents waited a long time before making a major acquisition and

saved to be able to afford something. However, such products are now available immediately and inexpensively to the millennials. These new consumers are not concerned primarily with the concept of sharing or with a sense

• f community. For them, sharing simply means lower costs, especially no fixed costs and no

costs for the provision of the goods and services they use. The wide choice and swift availability of offers as well as a high degree of flexibility by the supplier are important. The joint use of shared goods should simply be more economic than private ownership and therefore offer its own special merits.

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The concept of sharing is a long-standing tradition and is the most popular form of consumption for certain items today. Books, laundries, car-sharing, public transport mobility

• ptions and holiday apartments come to mind. The accompanying business models involve

subscription to regular services on the one hand and the efficient use through part ownership (fractionalised ownership) on the other. The "sharing economy" will expand massively through the consistent implementation of new

• nline applications and new models will become more widespread thanks to digitalisation.

This is demonstrated by successful platforms such as Uber (for taxis) and AirBnB (for overnight stays), which are the leaders of the sharing economy in our sector. Ultimately, all of these new online business models offer the same thing. As mediators, they allow the customers to access products exactly when and where they are needed. And they focus on the people and their needs rather than on tradition! In fact they integrate digital technology in all aspects of their focused business operations and thereby challenge the traditional accommodation sector.

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An accommodation platform is an intermediary between the tenant and landlord, and does not have to concern itself with the maintenance of the rental properties. Hapimag on the other hand is the owner of all properties and operator of the holiday resorts, offering a comprehensive range of services (holiday experience) and a quality guarantee. As a public limited company organised on a membership basis, which focuses on the beneficial use of the resort and not on distributing a dividend, Hapimag has to master special challenges. A crucial factor for the future of the Hapimag business model is not only to lead the generation

• f millennials to use the resorts, but to convince them of the system of part ownership; this

is because new shareholders create the financial basis for new investments in the long term. All the necessary changes that we tackle in a proactive manner are made in the genuine interest of all active and satisfied members. These members want to go on holidays with Hapimag for a long time to come and to provide their children and future generations with the same opportunity. Your presence here in Baar today is proof that our valued shareholders support this objective. I am delighted this is the case and am at the same time confident that the Executive Board and Board of Directors can rely on your support.

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Good morning shareholders and guests. I am delighted to present the results of 2016 financial year.

Hapimag AG I Annual General Meeting 2017

Hapimag’s balance sheet structure remains solid. Hapimag’s equity declined from EUR 287 million to EUR 277 million and internal operating resources fell from EUR 545 million to EUR 540 million. These lower values are due to the decrease of 3,700 in the number of shares outstanding. The high equity ratio and high share of internal operating resources contiue to put Hapimag in a solid financial position.

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Hapimag generated operating income of EUR 188.3 million in 2016, which was down EUR 5.1 million on the previous year. This is attributable to the following factors: Flights are increasingly being booked online and at very reasonable prices. Even our members are making ever-more use of this option. Hapimag therefore discontinued its travel business effective 31 March 2016. It consequently generated EUR 6.4 million lower revenue in the travel business than in the previous year. At 68.1%, occupancy at our resorts (beyond the opening times) remained high. Occupancy at the Bodrum, Paris and Marrakech resorts was down significantly year-on-year due to uncertainty in the wake of unrest and terrorist attacks. Owing to the drop in revenue in our largest resort of Bodrum, revenue generated in the resorts was down slightly, at EUR 84.3 million. However, there was encouraging growth in occupancy at the resorts in Spain and Portugal. In addition to income from exercised rights of residence, the item “Other sales” includes the book profit of EUR 11.5 million (net of tax) from the sale of the Chamonix resort.

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In addition to lower operating income, operating expenses also fell by 5% to EUR 144.8 million. The greatest savings were made in cost of sales and services due to the cessation of the travel business and in personnel expenses. The Hapimag Group therefore achieved an operating result of EUR 9.0 million. After deduction

• f the financial result and income taxes, the consolidated result amounted to EUR 0.8 million.

The increase in the financial result and income taxes is due to the sale of the resorts in Chamonix and Hok-Yxenhaga.

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Free cash flow improved to EUR 13.6 million. As a result, liquidity increased to EUR 20.5 million.

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Let us turn to the property portfolio. Bearing in mind that some questions arose prior to this Annual General Meeting concerning the sale of resorts, I would like to briefly outline our standard sales process. Hapimag resorts are basically analysed as part ongoing portfolio management, with specific attention paid to the performance of so-called “problem” resorts. As part of preparing an independent valuation, the Executive Board decides whether or not a resort should be sold. If the decision is made in favour of selling, this recommendation is presented to the Board of Directors as a basis for decision. Ultimately, the Board of Directors decides on the sale or non- sale of a resort. Once the Board of Directors has decided to sell a resort, one or more brokerage firms that are relevant for the destination are identified and assigned responsibility for the sale. Hapimag

• f course uses its own network too, to avoid being totally dependent on brokerage firms.

We are not involved in any sales negotiations at present. However, we are currently looking very carefully at the Château de Chabenet resort as a potential candidate in this respect.

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Four resort sales were recorded last year. Due to:  low and falling occupancy rates,  structurally negative contributions to total comprehensive income/loss and a charge to the income statement  and renovations not being financially justifiable Hapimag made the decision to sell the Kanzelhöhe, Hok-Yxenhaga, Chamonix and Bad Kleinkirchheim resorts. Despite various measures being taken, we were unable to increase

• ccupancy at the Hok-Yxenhaga resort. Excess capacity at alpine resorts was a decisive

factor in the sale of the other three resorts. In addition, we were not given approval for partition in Chamonix.

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The annual occupancy rates of all four sold resorts were falling further every year. With respective occupancy rates of 32% and 23%, the Kanzelhöhe and Hok-Yxenhaga resorts did not even reach the annual average occupancy of one third. The operating results totalling EUR –2.6 million were no longer satisfactory either. The situation was also compounded by dissatisfaction among members concerning the apartments and infrastructure.

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All of these figures are included in the Annual Reports for 2015 and 2016. To avoid speculation, we refrained from reporting these individual figures before the transaction. Following the successful conclusion of the transaction, there is no longer any reason not to report these figures transparently.

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Another construction project is the new build of the Hapimag headquarters in Steinhausen, Zug. As this led to questions from the shareholders, I would like to clarify the background to this. The expiry of the long-term rental contract for the office premises in Baar in 2010 prompted us to fundamentally review the situation. The following three options were extensively examined as a result:  concluding a new long-term contract with the current landlord  renting office premises at another location 

• r creating our own office premises

I can assure you that we carefully evaluated all three options. Two criteria were decisive with regard to creating new office premises:

• 1. Our shareholders’ capital may not be used to finance the construction project
• 2. The financing, operating and maintenance costs must be lower than for other options over

a 20-year period Both criteria could be positively met. For example, from the very outset, the annual interest expenses for the loan are already 40% lower than the current rental payment. Thanks to modern and sustainable energy technology, the operating and maintenance costs are also significantly lower than current costs. These savings can be used for the repayment of the loan. This ensures that the company’s own headquarters represent a financial improvement over the current situation and is a beneficial transaction for the Hapimag shareholders.

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I would now like to briefly summarise the Annual Accounts of Hapimag AG of the parent company Hapimag AG. The Statutory Financial Statements of Hapimag AG, which reflect only part of the business

• f the Hapimag Group, are presented in Swiss francs.

The Annual Accounts of Hapimag AG closed in 2016 with a loss of CHF 17.3 million. The loss is broken down as follows:  In recognition of your loyalty in the past, 10 low-season points were credited for every annual charge paid. This had an effect of CHF –7.6 million. The remaining result from the Swiss resorts’ activities, the resorts in the Austria and Portugal branches, the activities

• f the headquarters in Baar and the sale amounts to CHF –0.1 million.

 Owing to the devaluation of 17% of both the Turkish lira and the pound sterling vis-a-vis the franc, valuation adjustments of CHF –9.6 million had to be made to investment-like loans and holdings in subsidiaries. These valuation adjustments do not impact in any way on the Consolidated Income Statement.

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We have yet to answer a question posed at the 2016 Annual General Meeting, which I would like to deal with today. It concerns a query raised by our shareholder Eckhart Stein. To this end I would like to read out an excerpt from the minutes of the Annual General Meeting: Eckhart Stein finds the provisions for jubilee benefits and retirement benefits related to length

• f service to be very high. He would like to know if these amounts are granted only to

employees of the Swiss headquarters or also to those in the resorts too. The pension plans are

• nly in place in three countries […].

Our CFO, Dr Saverio Alberti explained as follows: Under the International Financial Reporting Standards (IFRS), all of the company’s contributions to the Hapimag Pension Fund were reported in the Annual Report. All employees would have a right to social security benefits and these are appropriate by European standards […].

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Information on the jubilee benefits and retirement benefits related to length of service. The Hapimag Group has various pension systems in place owing to the different national

• provisions. Not all the pension systems are obliged to be recognised in the balance sheet under
• IFRS. However, this does not mean that the countries not referred to do not have retirement

provisions. In Germany, for example, IFRS does not require any liabilities concerning the statutory retirement insurance to be reflected on the balance sheet, even though we have around 200 employees there. These provisions cover the employees at our headquarters as well as at the resorts in Austria, Italy, Spain, Switzerland and Turkey. The provisions are calculated under IFRS on the basis of an actuarial expert opinion and reflect the employer’s liabilities from employee benefits, which are discounted and weighted by the likelihood of maturity. This calculation method under IFRS is dynamic, meaning a current valid discount rate is applied and future parameters such as fluctuation rates also taken into

• account. The increase from 2013 to 2015 is largely attributable to the reduction of the discount

rate in Switzerland from 2.3% to 1.2%. By contrast, the reduction in 2016 is because the number of effective retirements exceeded the expectations in the dynamic calculation. Hapimag has a high number of long-serving employees, which is why the dynamic calculation yields a higher provision compared with the static calculation. What happens in reality? The chart shows the ratio between the effective disbursement and liability recognised in the balance sheet.

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The complexity of the IFRS accounting standards increases continuously with every change, especially with regard to the new application of IFRS standard 15 (revenues from contracts with customers) as of 1 January 2018. The Board of Directors has decided to change the accounting standards. As of 1 January 2017, the Consolidated Financial Statements will be prepared in accordance with Swiss GAAP FER. Introduction of Swiss GAAP FER will enable us to avoid any unnecessary increase in the complexity

• f the Consolidated Financial Statements.

As with IFRS, Swiss GAAP FER is an accounting standard that gives a representation of the asset, financial and profit position of the group corresponding to the true circumstances (true and fair view). This standard’s target group comprises small and medium-sized enterprises and groups that are not reliant on international financial investors. Hapimag is not the only company to have changed to a different standard. According to a study carried out by the University of Zurich in 2014, 39% of all companies that are required to prepare consolidated financial statements apply the Swiss GAAP FER accounting standard. This is compared with only 22% in 2009. Meanwhile, roughly 70 companies listed on the SIX Swiss Exchange apply Swiss GAAP FER. Around 40 listed companies switched to Swiss GAAP FER between 2008 and 2016. I will now hand over to our President of the Board of Directors, Dr Giatgen Peder Fontana. As you know, Hapimag has appointed Hassan Kadbi as the new CEO. He would first like to briefly introduce himself to you.

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Dear Hapimag Shareholders and Members, My name is Hassan Kadbi and I have been CEO of Hapimag since November. I would also like to welcome you here to the Waldmannhalle and tell you a little about myself. I am sure you can tell from my accent that I am not a Swiss native from the canton of Zug. I am Lebanese, but live a European life in some ways. For example, I own a dog, eat pork and also enjoy a glass of wine at the weekend. I speak Arabic, Greek and English and I am working

• n my German.

Hapimag AG I Annual General Meeting 2017

“All knowledge is vain save when there is work. And all work is empty save when there is love.” I have selected this quote because it relates to my personality and my attitude to work. I work with passion, motivation and enthusiasm. As CEO, I am very demanding of myself. Similarly, as a team leader I demand a lot from my

• team. Challenges and common goals are important factors for achieving results. I think

practically and pragmatically, but have a realistic approach at the same time. Treating others with respect and the common search for solutions are aspects that are very important to me. I adopt an open, honest and transparent approach with the objective of creating a positive environment and making my colleagues happy. To be quite frank: only an ice-cream seller on the beach in summer can make everybody happy! In other words, I will not be able to satisfy everybody at all times, but hopefully most of them. My native country of the Lebanon symbolises hospitality. Visitors are always made to feel welcome there. Hospitality therefore plays a major role in my life too. I embarked on my career in the hospitality industry at the age of 17. My first job was to keep the dishwasher

• going. I went on to study for a degree in International Hospitality and Tourism Management in

Greece, Switzerland and the United Kingdom. I have worked in the Lebanon, Greece, Cyprus and the UK. I have also implemented a number of projects in Asia. I have been working for Hapimag for 12 years, first as a Resort Manager in Bodrum and then as an Area Manager in Greece, Morocco and Turkey. Most recently, I was responsible for all Hapimag reports as Chief Resorts Officer. No matter what I do, I do so with great passion: this has been my first priority since I started my career up to the present day. And this is how I will lead Hapimag into the future too. Now enough about me.

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I now want to turn to Hapimag and provide you with an outlook for the near future.

Hapimag AG I Annual General Meeting 2017

What are our priorities for the next two years? One important point is dialogue with our shareholders and members. We know how essential this is and will therefore place greater emphasis on it going forward. For example, I will share my view on a specific topic in the CEO blog every month. I would be delighted, if you would write to me with your thoughts. This will help us to manage Hapimag even more effectively for the benefit of our shareholders and members. Hapimag has expertise in many different areas. We want to make greater use of this expertise and give our employees more scope for decision-making. We work with measurable and clearly defined goals. We are organised in a way that enables us to combine decision-making competency and budget responsibility. The structure of the Executive Board has already been streamlined to make it more effective. Another focus is on online communication. Hapimag has to adjust to the world today and to technology, so it can target the next generation. Last, but not least, this will enable us to cut costs.

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Now to talk about the resorts. A new resort is being built in Cavallino. Allow me to show you some artist’s impressions. Here is an outside view and an idea of what to expect from the restaurant.

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Construction started in autumn 2016. You can see in this photo how far we are with the construction. You can follow the construction progress yourselves using the webcam on the Hapimag website.

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The resort will have 125 apartments. An Italian trattoria is located in the centre of the resort, which will also have a small wellness area and a shop with an Italian gelateria – because, as I said before, ice cream is the only thing that can make everybody happy. We look forward to welcoming you as our guests here as of summer 2018.

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Renovations are also planned for 2017 or are already underway. The Hapimag Resort London will undergo renovations starting in July. Apartments and infrastructure will be redesigned. The apartments will become more comfortable. Next summer will be showtime again for our resort in London!

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The Hapimag Resort Porto Heli will also undergo a complete renovation in 2017. Here are a few impressions of this project too.

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The renovation work has already started. The public areas and apartments are being

• redesigned. The apartments will have air-conditioning. Outside, the swimming pool

is being extended. The Porto Heli team looks forward to welcoming you as guests from summer 2018.

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And finally, we come to the Resort La Madrague. Here is an impression of the Le Cabanon bistro.

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The apartments have already been renovated and now the outside area is being redesigned. Le Cabanon will be a cosy bistro in the style of the Provence. The redesigned area is available for usage in the second half of 2017.

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We will now come to the statutory part of the Annual General Meeting.

Hapimag AG I Annual General Meeting 2017

I note that invitations to the Annual General Meeting were issued on schedule in accordance with the Swiss Code of Obligations and Article 11 of the Articles of Association and published in the Swiss Commercial Gazette (Handelsamtsblatt) on 22 March 2017. The Annual General Meeting was therefore duly convened and can pass resolutions concerning all agenda items. The minutes of the previous Annual General Meeting were approved by the Board of Directors at its meeting on 8 September 2016 and issued to the shareholders, on request. This Annual General Meeting shall be recorded for the purpose of the minutes. The speakers

• n the stage and at the speakers desk shall be videoed. Audio and video recordings shall only

be used internally for the purpose of the minutes.

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Notary Florian Schneider shall act as independent proxy. I would like to welcome Martin Schaad and Nicole Charrière Roos as representatives

• f the auditor KPMG.

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The procedure of the formal part of today’s Annual General Meeting is displayed as agenda items 1 to 6.

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No shareholder motions were received for any further agenda items. The list of agenda items is hereby closed. We will give you the opportunity under agenda item 6 “Miscellaneous” to give an opinion

• n topics that are not on the agenda and are not included in the remit of the Annual General

Meeting per se.

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We now come to agenda item 1: “Approval of the Management Report, Annual Accounts and Consolidated Financial Statements for 2016 and acknowledgement of the Auditor‘s Report” Proposal of the Board of Directors: The Board of Directors proposes to approve the Annual Accounts and Consolidated Financial Statements for 2016 as well as the Management Report. The information is contained in the Annual Report 2016 and in the “Explanations to the agenda items” and have already been explained. Justification: The Consolidated Financial Statements of the Hapimag Group close with a profit of EUR 837 956. The Annual Accounts of the parent company Hapimag AG (Statutory Financial Statements) show a loss of CHF –17 277 994. The Statutory Financial Statements of Hapimag AG, which reflect only part of the business of the Hapimag Group, are presented in Swiss francs. First we come to the questions submitted in written form to agenda item 1 by the Hapimag Ferienclubs für Aktionäre HFA.* I will now call on the points of order according to the list of speakers. As there are no further requests for leave to speak, we will proceed to the vote. Please keep your voting box to hand for this purpose. If you wish to approve the Annual Accounts and Consolidated Financial Statements for 2016 as well as the Management Report, as proposed by the Board of Directors, please press “YES”,

• therwise please press “NO” or “ABSTENTION”.

I now conclude the voting. We will wait until the result is available.

* The shareholders questions are published in the German presentation.

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We now come to agenda item 2: "Resolution on the appropriation of the results of the 2016 Hapimag AG Annual Accounts (Statutory Financial Statements)". The Board of Directors proposes: The balance sheet loss of CHF –17 277 994.84 incurred by Hapimag AG in 2016 is covered by withdrawals from the general statutory reserves. I will now call on the contributors. As there are no further requests for leave to speak, I will call for the vote. Please keep your voting box to hand for this purpose. If you want to approve the balance sheet loss as proposed by the Board of Directors, please press "YES", otherwise please press "NO" or "ABSTENTION". I now conclude the voting. We will wait until we have the result to hand.

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39 Hapimag AG I Annual General Meeting 2017

We now come to agenda item 3: "Discharge of the members of the Board of Directors". The Board of Directors proposes that its members be granted discharge for their activities in 2016. I will now call on the contributors. As there are no further requests for leave to speak, I will call for the vote.** Please keep your voting box to hand for this purpose. If you want to approve the discharge as proposed by the Board of Directors, please press "YES", otherwise please press "NO" or "ABSTENTION". I now conclude the voting. We will wait until we have the result to hand.

** Upon application the Members of the Board of Directors were granted discharge individually.

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We now come to agenda item 4: "Election of a replacement member of the Board

• f Directors".

Dr Marisabel Spitz has resigned from the Board of Directors with effect from this Annual General Meeting. The Board of Directors proposes Philipp Ries as a new member of the Board

• f Directors.

Are there any further proposals? I see that this is not the case. You have received the CV of Philipp Ries with the documents for the Annual General Meeting. Mr Ries will now introduce himself to you personally. I will now call on the contributors. As there are no further requests for leave to speak, I will call for the vote. Please keep your voting box to hand for this purpose. If you want to approve the election

• f Philip Ries as a member of the Board of Directors as proposed by the Board of Directors,

please press "YES", otherwise please press "NO" or "ABSTENTION". I now conclude the voting. We will wait until we have the result to hand.

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47 Hapimag AG I Annual General Meeting 2017

We now come to agenda item 5: "Election of the auditor KPMG AG, Zurich". The Board of Directors proposes to once again elect KPMG AG as the auditor for the financial year 2017. In 2011, KPMG AG designated Mr Martin Schaad as the chief auditor responsible for Hapimag AG and Ms Nicole Charrière in 2014 as the accredited expert auditor for Hapimag. The auditor check the Annual Accounts and the Consolidated Financial Statements in accordance with legal provisions. I will now call on the contributors. As there are no further requests for leave to speak, I will call for the vote. The proposals made by the Board of Directors to elect KPMG AG as the auditor for the financial year 2017 shall be put to the vote. Please keep your voting box to hand again for this purpose. If you agree with the election of KPMG AG as the auditor as proposed by the Board of Directors, please press «YES», otherwise please press «NO» or «ABSTENTION». I now conclude the voting. We will wait until we have the result to hand.

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49 Hapimag AG I Annual General Meeting 2017

We now come to agenda item 6: "Miscellaneous". We will give you the opportunity under these agenda items to given an opinion on topics that are not on the agenda and are not included in the remit of the Annual General Meeting per se. First we come to the questions submitted in written form to agenda item 6 by the Hapimag Ferienclubs für Aktionäre HFA.*

* The shareholders questions are published in the German presentation.

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Dear shareholders, I would like to state that all the agenda items have been dealt with and would like to express my sincere thanks for your active participation in the Annual General Meeting. At the same time, I would like to extent my sincere thanks in particular to the staff for their efforts in preparing and conducting the Annual General Meeting. The BBQ will now start near the main entrance. I wish you all a safe journey home.

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