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Solar platform

ISIN CH0211420010

www.onecreation.org

"We ar not fighting mankind's exploratory nature in economic development. It must be taken into consideration and include the environmental factor, and vice versa."

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TABLE OF CONTENTS

ONE CREATION SUMMARY

STRUCTURE 5

MESSAGE FROM THE CHAIRMAN 6

VIEW FROM MANAGEMENT 9

CLIMATE CHANGE CONFERENCE – COP22 14

ONE CREATION TAKES UP THE CHALLENGE OF CARBON

REDUCTION IN THE ATMOSPHERE 18

NEW PRIVATE EQUITY PARTICIPATION 21

MOVING INTO INFRASTRUCTURES: ONE CREATION ACQUIRES ITS

FIRST SOLAR PLATFORM 23

PAST – PRESENT – FUTURE: COMPARISONS ARE NOT EASY 25

YIELD/RISK: ONE CREATION A SPECIFIC MODEL 28

ONE CREATION, MORE THAN A RELATIONSHIP OF TRUST 32

ONE CREATION BEYOND A MERE OPPORTUNITY 33

BECOME AN ASSOCIATE AND BUILD CAPITAL 35

ORGANISATION 44

MANAGEMENT 45

MUTUAL BENEFIT 46

INTERCONNECTED NETWORK 48

AMBASSADOR MEMBER 50

2016 UNDER REVIEW

FINANCIAL ELEMENTS 54

ALLOCATION OF RESOURCES 54

DIVIDEND POLICY 55

SHARE VALUE 56

RISK AND OPPORTUNITY 58

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SHARE CAPITAL 59

MARKETING AND COMMUNICATION 61

OPINION 64

COOPERATIVE AND FINANCE, A STEP FORWARD IN THE AREA

OF CORPORATE GOVERNANCE 64

LOOKING BACK AT 2016 69

HOLDINGS 70

FINANCIAL STATEMENTS 115

INVESTMENTS ON 31.12.2016 121

PROSPECTS

OUTLOOK 125

CONCEPT 126

THE COOPERATIVE: A MODEL OF INDEPENDENCE,

GOVERNANCE AND SOLIDARITY FOR MEMBERS 126

AN EFFICIENT AND SUSTAINABLE RISK MANAGEMENT OF HOLDING ACQUISITIONS 127

PRIVATE EQUITY STRATEGY 129

THE ADVANTAGE OF ONE CREATION OVER A PRIVATE EQUITY FUND 131

ECONOMIC SECTORS WHICH ARE ELIGIBLE FOR ACQUISITION OF PARTICIPATIONS 134

FINTECH – ONE CREATION A CONNECTED PARTICIPATORY FINANCING

PLATFORM / CROWDFUNDING 136

A CONCEPT FOR INVESTMENT IN GROWTH 138

INFORMATION

56 QUESTIONS AND ANSWERS, TO REMOVE ALL DOUBT 140

ARTICLES OF ASSOCIATION 150

 

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STRUCTURE

BOARD OF DIRECTORS TERM

MAURICE HARTMARK Chariman GM 2016 financial year

PIERRE ABREZOL Vice-Chariman GM 2016 financial year

MAIA WENTLAND Member GM 2016 financial year

MARC BOHREN Member GM 2016 financial year

CLAUDE RECORDON Member GM 2018 financial year

SABINE BÜHLER Secretary (not a board member)

AUDITOR 

Deloitte SA

MANAGEMENT 

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

www.explorersinfinance.ch

REGISTRED OFFICE 

Quai Perdonnet 5 1800 Vevey 1 (Switzerland)

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

www.onecreation.org

ISIN 

CH0211420010

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MESSAGE FROM THE CHAIRMAN

Because man is in nature yet outside nature at one and the same time. By birth he is part of nature yet he escapes it altogether because he sometimes acts against nature and while being commanded by nature, commands it in his turn.

But for me at that time nature represented life first and foremost. Life and nature: those words are indefinable because they are the most fundamental words of all … (Discovery of the World)

…

Say that I have worked hard to be… a grandson of wine growers and peasants and should have liked to express that fact. But by expressing things we gain in stature. My real need is to gain in stature... (Letter to Henry Poulaille, May 1924) … We are truly fortunate: without the lake we would be nothing, nothing at all … It is to the water that we owe our wine. (Song of our River Rhône) … Water was not in short supply, fortunately… (The Beauty of our Earth) … Where is the frontier for our eyes and where the frontier for our hearts? Over there, my country is truly continuing, it is the other side of the same coin…. Did we not feel that they too were rather like us, standing on the same shore as us, although people call it the other shore … (Le (The Great Spring) Charles Ferdinand Ramuz (1878 – 1947)  

Maurice Hartmark Chairman of the Board of Directors

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Dear Associates and Cooperative Members,

At a time when some people are as short-sighted as they are opportunistic like Scott Pruitt, the new Head of the US Environmental Protection Agency or Carl Ivar Hagen, former President of the Progress Party (sic!) who is preparing his comeback to the Norwegian Parliament, men of my own age who are reverting to their old ways and advocating denial of the influence of hu-man activities on climate change, I look back with a tinge of nostalgia to the days of Charles Ferdinand Ramuz. We are commemorating the seventieth anniversary of his death this year.

Ramuz sang of man’s solitude in face of nature; he was a poet of the earth, an innovator who shook up all kinds of conformity and remains in the avant-garde today.

Assuredly he would have denounced this vain and sterile debate, but one whose hidden and parasitic agenda is so damaging.

As though there was any need to waste more time wondering how man has contributed to a phenomenon that is so self-evident!

As though it were necessary to be guilty to act, whereas the instinct of self-preservation should be amply sufficient!

In all logic, whatever the cause of the evil may be, we must search for ways and means of de-feating it and nothing else, nothing else whatsoever as our poet might say.

And then he would ask how to save his lake, his mountains, his vineyards, his fields, his forests. And not only his own but those of his neighbours, those that are more remote in the country which stretches out before us and in other countries across the borders.

He was not a man to abdicate. He would return from his solitude feeling the need to gain in stature, to broaden his vision of the world to preserve life on every shore. In a spirit of total human solidarity.

He would not hesitate to criticise the speculators, the property owners, egotism, in short the people who take a short-sighted view of everything. He would break out from his timidity to vehemently denounce the absurdity of these self-satisfied patterns of behaviour of blind men who are unwilling to see the downfall they are laying up for themselves.

Let me quote another passage from his Diary:

May the proud oak tree not prevent us from seeing the ivy which is constricting its trunk. A powerful almost invisible enemy soon to be victorious. The day will come when despite its trunk protected by thick bark and its enormous fronds the oak tree will be stifled and succumb. Ad-mire the immense struggle of beings and things.

If the oak tree were less proud and more humble, might it not see off the ivy while there is still time? Then it would be even more beautiful and live for so much longer.

Surely Ramuz would have been an associate and a member of the ONE CREATION cooperative in his soul?

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Crossing all the borders in a new “Discovery of the World” I wonder what book he would write about the captivating dream expressed by our dear Director Olivier Ferrari’s dream of “re-greening the arid zones”?

On our own scale we have in fact begun work to make this dream a reality. Water, trees, transport, energy. As the Management explains on the following pages we are little by little and successfully laying the stones of the edifice in a spirit of respect for nature and Life. The very first words …

Thanks to you. Welcome to all those who have joined us so far. It has been a great year. Thank you one and all for your dedication and your loyalty and let us continue to work in the same spirit, all pulling together.

 

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VIEW FROM MANAGEMENT

2016 marks the end of the sixth financial year of our ONE CREATION Cooperative. A rich and positive year which enables us once again to distribute a dividend of 3.59%, the best in the company’s history. This dividend is all the more valuable as for the first time both the Management and the Board of Directors have begun to receive some remuneration for the work done by them.

Investments in unlisted companies and start-ups are continuing, gathering pace and will expand significantly in the 2017 financial year. Expertise acquired by the management, new relations opening up new opportuni-ties to acquire participations in companies at different stages of maturity enable risks and opportunities for value creation to be spread. This value

creation is both economic and environmental, always with a positive impact on employ-ment and extension of the industrial fabric in which the cooperative is positioned.

STRONGER EQUITY CAPITAL

A first “psychological” barrier has been passed by our equity capital which now stands at CHF 10,210,000.- with the arrival of new associates in the shape of corporate bodies, individuals and institutional investors. Since its inception, our strategy has been to accelerate the develop-ment of society towards a higher technological level. Integration of that commitment into a single project enables us to achieve these goals and the advances seen in the course of this year confirm our vision.

In its mission, the management is keen to extend the prestige of the cooperative by addressing a broad circle of associates, both well-established and potential.

TAKING OUR TIME

Putting the economy back at the heart of the eco-system and supporting long-term industrial investments implies reconsideration of the notion of economic development. This is surely based on the multitude of SMEs which are all individual players and direct growth relays at the profes-sional level. It also implies repositioning finance to focus once again on its primary role which is that of providing resources for the economy congruent with the time horizons needed for sound attainment of our economic goals.

In the dynamic of societal changes put in hand with the ascendency of sustainability, finance cannot escape from a redefinition of the entrepreneurial and industrial bases in this construction of a New World. There are many examples of socially responsible investment models based on solidarity, impact, inclusion etc. These approaches and their growing success are highly repre-sentative of this repositioning of the enterprise and of the finance and financial support needed by them and offered at different stages of development.

Olivier Ferrari CEO, CONINCO

Explorers in finance SA Management

ONE CREATION

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The search for short-term profit which prevails today does not permit a response to the needs of the real economy. We in finance tend to reason all too often in terms of a simple return on financial investment without making any allowance for industrial, social and environmental returns. For an economy to be sustainable and for a virtuous movement of value creation to be possible, the enterprise and not finance must be at the very heart of economic development. The latter can only benefit from the robust health of the former. In this context, ONE CREATION Cooperative certainly stands for universal values of the relation-ship between civil society, economic development, building a strong middle class and social peace. For enterprises to have the resources needed to strengthen and continue their research and development activity which in turn will enable them to create a sustainable economy, a return to the provision of savings for long-term action is imperative. After six years of existence, ONE CREATION Cooperative is a proven model of support and wealth creation for society. The diversity of the associates who form the basis of this construction guarantees economic pro-gress respectful of the environment and economy and a source of wealth creation. That is an essential condition for a long-term vision which does not overlook short and medium-term needs and enables an effective return to be generated for the associates.

A RICH YEAR Our monthly bulletin “THE NEWS ONE CREATION” provides a window onto the evolution of the cooperative during the year. Associates and other interested parties can obtain information on the valuation of the equity capital and the results achieved and keep in touch with the commitments of ONE CREATION to the sustainable economy. In the financial year 2016, suitable investments were made in the DEPsys start-up, a project created in 2010 following a Masters Degree project at HES-SO University concerning a solution for management of the low voltage electricity grid. That dossier was introduced to us by several strategic partners, in particular Vaud Economic Development (DEV). This participation was acquired alongside two Scandinavian venture capital funds, one of them Statkraft Venture having itself been founded at the initiative of one of Europe’s foremost generators of renewable energy. This fund finances start-ups active in the energy field with amounts of between 0.5 and 2.5 million euros and has an annual envelope of 10 million euros to invest in start-ups active in innovation linked to renewable energies (www.statkraftventures.com). The second, VNT Management, a venture capital company in the same theme area, manages three funds with a total value of 157 million euros (www.vntm.com).

On 30 March 2016, our management had the opportunity to present the unique ONE CREATION business model to an international conference in Geneva entitled “Implement-ing the United Nations 2030 Agenda for Sustainable Development through effective, people first Public-Private Partnerships”. That highlight of the year enabled us to assert the coherence of the cooperative model in the creation of sustainable economic development respectful of human needs.

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In August 2016, ONE CREATION acquired its first solar photovoltaic installation located on the roof of Buildings 7 and 8 of the headquarters of Nestlé Switzerland, owned by the NESTEC SA company. These buildings have been erected on the basis of a construction right for a plot of land at La Tour-de-Peilz, located at Entre-Deux Villes 10. The acquisition of this installation comprises all the movable assets of the facility, namely the photovoltaic panels, supports, volt-age stabilisers/converters, cables and communication and measurement systems as well as the sale of the electricity generated in this way. This acquisition does not include elements linked to the electrical installation which is the property of NESTEC SA, in particular the grid reinforcing installations associated with the facility itself. The positioning of ONE CREATION in the genera-tion of renewable energies enables its portfolio of unlisted participations to be diversified and with it the basis for the return on our equity capital. Energy is the foundation of all economic development and by taking this step ONE CREATION is making an even more direct contribu-tion to a reduction of CO2 emissions. This first step enables the processes to be put on a for-mal basis and opens up new horizons for the cooperative’s action.

TO BE B CORP

In the second half, the Management took the necessary steps to secure B Corp™ certification for the Cooperative. After several months of work with the certifying analysts, ONE CREATION qualified for this label and although it was not formally granted until February 2017 it does seem important to announce this achievement in the annual report for 2016 because this certifi-cation is fundamental to recognition of the commitments made by ONE CREATION Coopera-tive. B Corp™ certification is similar to the fair trade label carried by some brands of coffee or bananas or the Bio organic mark seen on vegetables or dairy produce.

However, one of its major differences resides in the fact that B Corp certification assesses a company in the round rather than just one of its products or social policies. ONE CREATION Cooperative joins with great pride the ranks of a community that is rapidly expanding and cur-rently comprises over 2,000 B Corp certified companies worldwide active in 130 industries across 50 countries, all with the same shared objective: to redefine business success.

To Mesurer ce qui Compte® (Measure what counts) in the ONE CREATION Cooperative model we were guided by B Lab, the non-profit steering entity responsible for certification and accom-paniment. Since its creation, B Lab has cooperated with many pioneering enterprises, investors and attorneys to create a detailed set of social and environmental performance factors and legal requirements. Thanks to this work B Lab assures the development and promotion of these stand-ards which enable the impact of an enterprise to be measured, compared and improved. To date the B Lab standard is used by more than 15,000 enterprises and one hundred investment funds and institutional investors.

With the aid of the B Lab certification team, ONE CREATION Cooperative underwent a rigor-ous assessment of such varied aspects as its mission, commitment, responsibility, environmental policy and footprint, the social and environmental impact of its business model, the impact of its investments, the publication of data concerning its investment portfolio, the governance of its assets under management and its transparency.

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Completion of the impact assessment confronted us with the challenge of becoming an even better enterprise. The process elicited new ideas, inspired a more detailed thought process and confirmed our good practice. B Corp Certification embodies values that are shared by ONE CREATION and we are happy to join the members of a global movement of entrepre-neurs who place their company at the service of the collective good. B Corporation® certification validates the business model of our ONE CREATION coopera-tive by means of which we aspire to serve our associates to the best of our ability. Because it is by putting their capital to good use that we are able to support enterprises which develop, design and supply products or services that have a positive impact on the environment. We at the ONE CREATION Cooperative believe strongly in the power of symbiosis, we are delighted to see the B Corp movement expand and we hope that more players in the economy will follow in the footsteps of ONE CREATION and all the other B Corp certified companies by deciding to comply voluntarily with a standard for transparent and responsible enterprises. And for those of you who wonder what the B stands for we are pleased to conclude that it stands for one word: Benefit.

THE FUTURE, A PRESENT FULLY TAKEN ON BOARD According to its articles of association, the Cooperative can initiate and/or support any educa-tional, creative, demonstrative or productive action which facilitates conservation of the envi-ronment and its integration into responsible economic development, including the efforts of its own associates active in these fields to contribute to the evolution of mankind in harmony with his environment. It aims to show by example that it is perfectly feasible, through joint action, to practise a genuinely beneficial social economy based on solidarity while promoting integrated management of nature. As a function of its resources it will extend its action in the public ser-vice to all third parties active in these fields which adopt the same philosophy. To that end it may acquire and/or exploit all patents and licences and also take direct or indirect, minority or majority participations in all companies active in Switzerland and abroad in the field of envi-ronmental technologies with the ambition of providing a responsible accompaniment for the development of these companies. The commitment made in the articles of association has become a truly present reality and this acquired attribute provides a solid foundation for the further expansion of the group of associ-ates and for the acquisition of further participations. At the time of printing this annual report the management has a substantial number of new files submitted by its network of proposers of new participations which is itself growing all the time. That is a pledge of diversity and risk dilution consonant with the conservation of existing assets to achieve further growth of the valuation of our associates, commitments. This annual report examines all the fundamentals of the development and implementation of the principles embodied in our articles of association. It is the reference tool for promotion of that model. All the “NEWS” of the year with a fundamental bearing on understanding the working of the structure has been included. It is placed at the disposal of the market and of everyone wishing to join our company and the associates with total transparency of their partic-ipation.

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We owe a debt of gratitude to these associates for their confidence and loyalty. Our thanks are also due to all those who act as our well-informed ambassadors and have already put us in contact with new associates who have now joined ONE CREATION.

Our Cooperative is no longer the demonstrator of an economic, financial and social devel-opment model; it has become the affirmation of that model. It is on these achievements, without disregarding the imponderables and the constant need to respect the reality of our evolution, that the financial year 2017 is already well under way to continue and further strengthen our model.

The Management wishes to thank all the staff members for their individual and collective commitment, the Board of Directors for its action in the course of the year and its precious support and also all the associates who enable our model to grow even stronger.

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CLIMATE CHANGE CONFERENCE – COP22 A forward indicator of economic positioning The 22nd Conference of the Parties on climate change – COP22 – took place in Marrakech from 7 to 18 November 2016. The conference opened on a very positive note, as the Paris Agreement came into effect less than six months after its signature in New York. The minimum ratification threshold of 55 states, representing 55% of greenhouse gas emissions, has now been reached. The Marrakech agenda therefore focused on the implementation strategy for the Agreement. The same three central issues emerge consistently in terms of implementation: capacity build-ing, adaptation and financing.

A bird in the hand is worth two in the bush A research paper published to coincide with the conference by the US organisation Rights and Resources Initiative (RRI), supported by the Swiss Confederation, among others, describes an economically advantageous solution to the problems of greenhouse gas emissions: protecting the territorial rights of people living in the tropical forests. The study reaches the following conclusion: securing a formal territorial right and ensuring access to forest resources for local communities are some of the least expensive measures in terms of implementation, while offer-ing significant economic, environmental and social benefits at the same time. The costs are estimated at between 45 and 380 times lower than the potential benefits of a protective measure of this kind, in addition to the socio-cultural advantages. On the same basis as the adage “waste we don’t produce is waste we don’t have to recycle”, “a protected forest is an amount of CO2 that will never have been emitted”, as long as we stand by the idea that a tree is simply an accumulation of carbon... According to the same study, it is estimated that 24% of above-ground carbon is stored in tropical forests around the world. At least 10% of this carbon stock is in community forest terri-tories with no legal recognition, which places over 22 billion tonnes of carbon – or almost half the world’s annual emissions of 50 billion tonnes – in a legal vacuum. The study examines a mitigation solution which, while it does not require huge financial resources, calls for the intro-duction of much more stringent legal systems.

Separating economic growth from carbon emissions Around 20 third-party stakeholders, i.e. intergovernmental and nongovernmental organisa-tions, which have become the standard bearers for the aspirations, grievances, commitments and achievements of global civil society, also met for an in-depth debate. A sample of some-times divergent views, which took advantage of the platform offered by COP22 to suggest ways of collaborating, highlight a number of actions taken at a local or regional level, or reiterate their request for support over a specific issue.

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From the generalist language used in wider discussions (financing, reducing emissions, capacity building, energy transition, etc.), we moved on to topics that could scarcely be more tangible.

Inevitably, at some point, keynote speeches, quantitative objectives and road maps must trans-late into actions. On the ground, these ranges from a permaculture project and a geothermal power plant, to new legislation limiting the use of hydrofluorocarbons (HFCs) or a farming cooperative whose members have joined forces to be more resilient to the effects of climate change already being felt in their region. The only limits to sustainable development are hu-man imagination or the barriers erected by those who oppose it. There are countless possible solutions. This emerged from a session on “Low-carbon solutions” attended by representatives of the business sector, local authorities and academia. Municipal governments are not always aware of existing solutions, which could contribute to achieving the objectives set at the na-tional level. Dialogue is crucial in this respect and the framework provided by the UN is very useful in terms of strengthening the implementation of technologies developed by the private sector.

From its perspective, industry needs to see national commitments producing tangible results, including specific actions plans and a long-term vision. It is important for legislators, urban planners and political decision-makers to understand the scope of the solutions they can rely on. Progress towards a low-carbon society can therefore be achieved intelligently, using inno-vative solutions that are ready to be implemented. As the Secretary General of the Nordic Council of Ministers stated, “Many technologically feasible solutions already exist and are adaptable to different scales in the rest of the world. We have proved it with wind turbines in Denmark, biofuels in Finland, geothermal energy in Iceland, electric cars in Norway and heat pumps in Sweden. We have been able to demonstrate that it is clearly possible to separate economic growth from greenhouse gas emissions. We want to set the tone, be like a living laboratory, and share what we have learned.”

A test of will

US Secretary of State, John Kerry, delivered a resolutely upbeat message. He spoke, in turn, about the quality of the Paris Agreement’s legislative provisions, the economic issues in the booming renewable energies market and the private sector’s major commitment to tackling climate change. Although he avoided the rhetoric of catastrophe, Kerry nonetheless empha-sised the urgency of our current situation, stating, “The consequences of failure would in most cases be irreversible. And if we lose this moment for action, there’s no speech decades from now that will put these massive ice sheets back together or refill all of the lakes and rivers that will dry up.” He continued, “It’s important to remind ourselves that we are not on a pre-ordained path to disaster. This is about choices – choices that we still have. This is a test of willpower, not capacity. It requires holding ourselves accountable to facts, not opinion.”

Since COP21, everyone has acknowledged the clear leadership of the private sector in influ-encing sustainable development and all that it implies. A multitude of solutions are emerging from both the business world and academia, where numerous people have worked for many years on the technological advances that are revolutionising the way we electrify the world forever.

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Regarding the reference to the new President-Elect of the United States, we can hold onto the idea that climate change should not be a partisan issue. For the moment, there are no ambi-tious plans for US climate policy during the next term of office, but another statement again acknowledged the contribution of the private sector: “Solar generation has increased 30 times over since 2008. And the reason that will continue is that the marketplace will dictate that, not the government.” The issue was put to the panel in another session, the presentation by “We Mean Business”, a coalition of 300 businesses engaged in the transition to a low-carbon economy, but the re-sponse from the Mars representative was clear. Most of the businesses involved in the coalition set their targets before there was any sign of an agreement in sight. In practice, Mars’s initial commitment would not in any way change the targets set internally to reduce their greenhouse gas emissions by 100% by 2040 compared with 2007, because it was a commercial decision. Put simply, the company views the carbon issue as a business risk. One of the panellists, the representative from Schneider Electric, announced the company’s aim of being carbon neutral by 2030. Again, the desire to reduce emissions and develop energy-efficient infrastructure is an economic opportunity and an essential technological development. Whatever one may think about COP22, it is a space for public dialogue, where a wide range of stakeholders has the opportunity to share knowledge, compare ideas and exchange view-points. It is also about creating a global network of stakeholders from both the public and private sectors, sharing the same point of view, which results in the creation of a huge range of tools that will allow everyone to succeed in this great common project for humanity. For all those who view climate change conferences as a political conjuring trick, COP22 showed us that the economic world has demonstrated not just its commitment but its desire to sign up to new opportunities to create value. ONE CREATION Cooperative has aligned itself with this point of view since 2010, at every level of the real-world economy that has a positive impact on the environment.

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ONE CREATION TAKES UP THE CHALLENGE OF CARBON REDUCTION IN THE ATMOSPHERE When investment in companies which have a positive impact on the environment is synonymous with yield Your cooperative is invested in AVENTRON (KLEINKRAFTWERK BIRSEK SG). This is a company with a total commitment to renewable energies, which has contributed to a reduction of 355 tonnes of carbon emissions into the atmosphere. The company has proved effective in its de-velopment, participating in this way in the ambitious target of the 21st climate conference in Paris “COP21 - Conferences of the parties”; what is more, it paid a dividend of CHF 0.20 for the financial year 2014, i.e. a return of 2.2% on the investment made. This is one of the specif-ic features of ONE CREATION’s objectives in its positioning on activities and technologies which represent an evolution of sustainable investment opportunities. A second element is the positive impact on the environment. In the case of AVENTRON, this is reflected in hydropower, solar and wind power plants in Switzerland, Germany, Italy and Norway.

Renewable energies contribute to carbon reduction The example of AVENTRON confirms the fact that the production of renewable energies re-quires the creation of structures which are appropriate to the effective potential of each region. There cannot be one single solution. A global concept is needed. In this specific case, AVENTRON provides confirmation that these energies are reaching ma-turity in terms of their integration into the global energy production network and that the crises of governance observed only recently in some countries are increasingly being overcome and giving the market economy free play to regulate energy production structures and materials, while also offering prices which must be competitive with fossil energies. Of course, there are and will remain distortions in many economic sectors (protectionism). However, the movement in favour of carbon reduction in the atmosphere is being led by the economy which has taken on board these new investment opportunities that are set to expand further.

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CO2 a fundamental element of life and a risk to its permanent survival

CO2 - carbon dioxide is formed by the combination of two elements: carbon and oxygen. It is produced by various processes: burning coal and hydrocarbons, fermentation of liquids and breathing by human beings and animals. It is encountered in a small proportion in the atmos-phere and is absorbed by plants which in their turn produce oxygen.

CO2 is colourless and heavier than air. It freezes at -78.5° C to form dry ice. Carbon dioxide is used in the chemical, pharmaceutical, food and beverages industries, in healthcare, the metals industry, laboratories and analyses, pulp and paper, electronics and other industries. Carbon is a vital element for life and in organic chemistry carbon forms more compounds than all the other chemical elements put together. Carbon is a key to life on earth, for both plants and animals.

Pure crystalline carbon exists in nature in the form of diamonds and graphite. Elemental carbon is inert and insoluble in water or in organic solvents. It oxidizes at a high temperature to form carbon monoxide and carbon dioxide. We are aware of more than one million compounds which incorporate carbon linked to hydrogen, together with a large number of inorganic com-pounds that contain carbon. We come across carbon bound to hydrogen, in particular in all plants and animals. Deposits of organic substances originating from living matter fossilize to produce various kinds of hydrocarbon. Carbonates are present in many minerals, including gypsum and marble to name just two.

So far, the terrestrial biosphere and the oceans have absorbed around one-half of all our CO2 emissions, so limiting their impact on the climate. However, global warming might reduce the effectiveness of these carbon sinks so augmenting the impact of interference induced by human activity. The concentration of carbon dioxide (CO2) in the atmosphere has risen by 40% in the industri-al era, from 278 ppm (or 0.278% of the volume of the atmosphere) in 1750 to 395 ppm in 2013. This increase is linked to human activity, in particular to the use of fossil fuels (oil, coal and gas). But only one-half of these carbon emissions accumulate in the atmosphere, while the other half is absorbed by the natural sinks of the ocean and terrestrial biosphere.

The ocean absorbs carbon because of the imbalance between the partial pressures of CO2 on either side of the air-sea interface. For the terrestrial biosphere, the processes at work are open to controversy, but the fertilisation of plants through the increase of CO2 might play a key role. These carbon sinks which at present limit the increase of CO2 in the atmosphere and therefore global warming, are fragile.

Under unfavourable conditions (intense drought, heatwaves…), plant growth is slowed and the absorption of carbon diminishes. These conditions will become far more likely in future.

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Source : Dr. Pieter Trans. NOAA/ESRL, and Dr. Raph Keeling, Scirpps Institute of Oceanography However, it is worth pointing out that the present generation of climate models fails to take account or takes only very slight account of some processes which might greatly change the assessment of this climate-carbon link. For example, at the high latitudes, large quantities of carbon have, in the course of the earth’s history, built up in the soil, which is now in a state of permafrost. Microbial decomposition in these zones is highly inefficient because of the short growth season so that large quantities of carbon are trapped here. If the climate warms up, these soils will gradually thaw out, so speeding up the process of microbial decomposition and emission of carbon into the atmosphere. Depending on whether this decomposition takes place in a flooded or non-flooded zone, it releases CO2 or methane (CH4), a much more powerful greenhouse gas than CO2 but with a shorter residence time in the atmosphere.

ONE CREATION offers an alternative for portfolio decarbonation Decarbonation has become more than just a vision in the Anglo-Saxon countries; it is now an established fact. More and more portfolios are being looked at in economic, financial and ethical terms. From the economic angle, climate changes are damaging factors leading to the sale by major investors of their shares in companies that are being stigmatized as dangerous, while investment opportunities are now arising in technologies that have a positive impact and are growing exponentially. From the strictly financial point of view, companies which have carbon-intensive industries find their profitability gradually eroded, leading to a lasting depre-ciation of their value. On the ethical level, we have a duty to ask ourselves what inheritance we wish to leave to our children and future generations. Just as we should ask the question as to the judgment which those generations will pass on our present behaviour patterns. In this context, ONE CREATION is clearly positioned in a short-term approach as a yield-generating player and in the long-term as being focussed on the economic sectors that are most effective in terms of wealth creation, economic development and a proactive ethical management style. 1www.climat-en-question.fr

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NEW PRIVATE EQUITY PARTICIPATION

Joint investment in DEPsys

The DEPsys project was initiated in 2010 by a master’s degree thesis at the HES-SO (University of Applied Sciences of Western Switzerland). The co-founders Michael De Vivo, Joël Jaton and Guillaume Besson, supported by Prof. Dr Mauro Carpita, decided to go ahead with this pro-ject. Great technical expertise, a heightened awareness of the importance of new “green” production sources, a combative mindset and close friendship brought these three engineers together and encouraged them to embark upon a highly ambitious entrepreneurial experiment: to push DEPsys forward into the SmartGrid universe. After winning the HEIG-VD start-up 2012 competition in September of that same year, DEPsys became a reality. The award of the HEIG-VD start-up grant in 2012 enabled the founders of this start-up to benefit from the entire infra-structure of the Higher School of Engineering and Management at Yverdon-les-Bains with economic coaching by professors who are experts in the launch of innovative start-up busi-nesses.

The company was entered in the register of commerce on 28 November 2012.

Depsys has developed an evolutive real time controlling platform for the management of the low voltage electricity network. It is called GridEye, a modular solution comprising intelligent detectors and actuators spread across the electricity grid. It is capable of measuring, calculat-ing and communicating information (alarms, defects, breaches, statistical data etc.) received from the field.

GridEye has been designed to put on the market a technological solution bringing together analysis, measuring and action functions. Those three operations are essential to permit the creation of intelligent electricity grids fit for the future. The platform designed by DEPsys com-prises three modules: the m2-Grid measurement modules, the a2-Grid action modules and the i2-Grid integration modules.

The distinctive feature of the intelligent GridEye solution is its totally decentralised mode of operation. Local pre-processing of the measured parameters and inter-module communication

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eliminate any need for the transfer of unnecessary information to the GRD grid control centre. For its part, the link to the IT infrastructure of the GRD is established via a secure multi-protocol information technology gateway. Backed by its expertise, DEPsys is developing a d2-Grid de-tector which will enable the operational efficiency of the GRDs to be enhanced by the instant tracing of electrical breakdowns on the low voltage infrastructure. The market issues The electricity supply law (Art. 5, LApEl) requires GRDs to connect all power generators to the electricity grid; pursuant to the law on energy (Art 7, LEne), they must take and pay for all the electricity generated by new facilities located in the zone served by them. In other words, the GRDs cannot refuse a decentralised generating facility, but must define the connection condi-tions in a contract drawn up with the generator. The growth of decentralised power generation, primarily from renewable sources, creates a multiplicity of connection points to the electricity distribution grid. Although this new trend is positive, it also has certain limits. The final consumer, who has become at one and the same time an electricity generator and consumer, causes an energy flow to occur in both directions on an infrastructure which was neither designed nor dimensioned at the outset to handle such a flow. The uncontrolled injection of renewable energy into the electricity grid is therefore a factor which creates instability. Today, scientists, politicians and market operators are looking for solutions which would ena-ble existing electricity grids to take on board the massive arrival of renewable energies without experiencing any damage. Solutions do exist today and others are being studied, but no par-ticular technology has become generally accepted as yet; either because the proposals are not feasible in practice or on political or financial grounds. Many pilot projects are in progress all over Europe, but GRDs still await THE industrial solution. The enterprise which is the first to have its particular solution validated and accepted by major GRDs in Switzerland will gain a very real competitive edge and will in all probability be able to obtain acceptance of this solu-tion by the other GRDs. A similar demand is anticipated in Europe and elsewhere in the world. First joint investment ONE CREATION Cooperative is making its first joint investment alongside two venture capital funds the first of which is Statkraft Venture, a company supported by Statkraft, one of the big-gest renewable energy producers in Europe. This company finances start-ups active in the energy field in an amount ranging from 0.5 to 2.5 million euros. The company will be investing up to 10 million each year in energy-related start-ups (http://www.statkraftventures.com). The second fund is VNT Management, a venture capital company which invests in clean tech-nologies, in particular renewable energies, electrical systems and energy savings. The company manages three funds with total assets of 157 million euros (http://www.vntm.com). ONE CREATION will have a consultative seat on the board of directors. This new investment results in a substantial diversification of the cooperative’s private participations, while at the same time creating new links with entities which have a long tradition and expertise in the field of venture capital or private equity in all aspects of environment-related energies.

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MOVING INTO INFRASTRUCTURES ONE CREATION ACQUIRES ITS FIRST SOLAR PLATFORM On 11 August 2016, ONE CREATION acquired a photovoltaic solar installation on the roof of Buildings 7 and 8 of the NESTEC SA property in Vevey. These buildings have been erected on land benefiting from a right of use registered on a plot in La Tour-de-Peilz.

A working installation …

The acquisition of this installation comprises all the equipment associated with the facility, i.e. the photovoltaic panels, the supports, the voltage stabilisers/converters, the cables and the communication and measuring systems. It also includes all the rights associated with redistribu-tion at cost price from which the installation benefits. This purchase does not include the ele-ments linked to the electrical installation which is owned by NESTEC SA, in particular the net-work strengthening facilities linked to the installation as such. The forecast average annual production of this solar power plant is in the order of 101,700 KWh. There is a legal relation-ship between a lessor and the owner-operator concerning the use of a surface area with a view to the operation of a PVI. The lessor is the exclusive beneficiary of a land use right entered in the land register in respect of the plot on which the installation is located. The lessor places the surface areas needed for the operation, in this case of a solar power plant, at the disposal of the operator.

The operator uses the rented surface area, the cable ducts and the locations required for the technical equipment for a specified length of time in order to permit the installation, sustaina-ble operation and maintenance of a PVI to produce renewable energy. The solar electricity generated in this way is fed into the public grid. The parties may agree that the lessor can consume electricity generated by the PVI. The contract runs for a 25 year term and will be written down over that period. Under certain conditions, the contract may be extended for a first period of 5 more years.

The installation involved in this particular case will be written down on a straight-line basis over the term of the contract and any residual balance of payment for the consumed electricity will serve to cover running costs and remuneration of the tied-up capital. Since ONE CREATION benefits from a Swiss grid licence and straight-line depreciation reduces the invested capital over time, the cooperative will see a year-on-year increase in the economic viability of its in-vestment, just as the capital released on a quarterly basis by the depreciation will be available to step up the investments made by the cooperative. This is one of the equity capital develop-ment objectives which will enable the corporate purpose to be achieved.

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… talking about energy The kilowatt-hour is an energy quantity unit corresponding to the power consumed by a 1,000 watt (i.e. 1 kW) appliance over a period of one hour. It is equivalent to 3.6 megajoules (MJ). It is used essentially to measure the electrical energy produced by a power generator or con-sumed for instance by a cooking hob, but it can be used in every field. To determine the ener-gy consumed by an appliance and find out whether its power is constant, this power (in kilo-watts) must be multiplied by its duration of use (expressed in hours). If the power is not constant it must be integrated mathematically over the duration of use. For the purposes of a solar installation, we must consider the period for which the sun shines. 1 watt-hour (Wh) = 3 600 J = 3.6 kJ 1 kilowatt-hour (kWh) = 1 000 Wh = 3.6 MJ 1 megawatt-hour (MWh) = 1 000 kWh = 1 000 000 Wh = 3.6 GJ 1 gigawatt-hour (GWh) = 1 000 MWh = 1 000 000 kWh = 1 000 000 000 Wh = 3.6 TJ 1 terawatt-hour (TWh) = 1 000 GWh = 1 000 000 MWh = 1 000 000 000 kWh = 1 000 000 000 000 Wh = 3.6 PJ Some specific data are given here to obtain an idea of comparative values. In 2015, the power generated by Swiss nuclear power plants stood at 22,095 GWh. The cor-responding figure for the Grande Dixence Dam is 2 billion KWh annually. A wind turbine with a power of 2 MW generates around 4,400 MWh annually, equivalent to the electricity con-sumption of some 2,000 persons. In the same year 2015, total power consumption in Switzer-land stood at 62,626 GWh. A long-term vision of economic development

The positioning of ONE CREATION on renewable energy infrastructures enables its portfolio of unlisted participations to be diversified, so broadening the base for a profitable return on the equity capital.

Technical data for the photovoltaic solar installation – PVI

Power 98 kWp

Type of roof Flat roof

Number of PV panels 377

Voltage stabiliser Mirco-stabilisers

Commissioning date September 2015

Feed in remuneration at cost* CHF 0.185 ex tax /kWh

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PAST – PRESENT – FUTURE COMPARISONS ARE NOT EASY An optimised yield/risk ratio

A commitment to ONE CREATION Cooperative can be made by acquiring one or more cor-porate shares. We discussed the risk/return aspect in our end of September edition of NEWS. It is a specific fact that the intrinsic value of ONE CREATION as a cooperative which acquires participations will fluctuate with the participations concerned whose net asset value is liable to vary. Participations are stated in the accounts at their purchase price, but never at more than the latest economic value known at the time when the accounts are drawn up if this value falls short of the purchase price.

We have been asked about the specific character of the risk/return profile and the way in which it evolves over time. The evolution of various parameters is updated below.

Universe for comparison of the risk/return ratio

The method of statement in the accounts will cut off all valuations that may exceed the pur-chase price and consequently limit the potential for effective value gains. In the opposite even-tuality, if the value of ONE CREATION’s investments falls, only a part of that fall will be imput-ed to the estimated book value of a share according to Art. 9 of the Articles of Association. If the value rises the cooperative is able to pay remuneration to its associates, as was the case for the years 2014 and 2015. Because the year 2016 has not yet ended, the figures which follow take no account of the net profit after tax and the cumulative allocation per share (Art. 29 of the Articles of Association) as at 31 October.

The risk/return ratios in a comparison universe give values which for the last three years show an alignment between Swiss bonds, ONE CREATION, foreign bonds and Swiss equities. How-ever, the risks considered are completely different because they are nearly four times higher for Swiss equities and more than twice as high for foreign bonds over the three-year reference period ending 31 October 2016.

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A dividend payment at the end of the financial year 2016 and a further rise in the value of listed shares, among other factors, might alter these ratios completely. However, the fact is that ONE CREATION’s specific positioning is in line with its model.

Time taken to recoup a value of CHF 10,000.-

When financial analysts looked into the desirability of regarding ONE CREATION as an oppor-tunity to place clients, assets in the real economy, they determined the time needed to recoup the initial value of CHF 10,000.00 in the event of a major correction.

Since the cooperative was launched in June 2010, the track record is now long enough to validate the reality of the model. The following diagram shows how the value has trended in quantitative terms.

When its activities were first launched, ONE CREATION only envisaged commitments to listed companies. Moreover they were made during a critical period because values fell sharply until September 2011. Since then, everything has recovered and it has now been possible not only to set up a deferred reserve, but also to distribute effective dividends. At the general meeting for the financial year 2012, the associates adopted rules which stipulate among other things that 50% of the cooperative’s capital must be committed at all times to participations in listed companies and that the management must also acquire commitments to unlisted companies without further delay. It was further decided that the deferred reserve must not exceed 25%.

Comparing the value trend from a different angle, and more particularly applying the notion of “Time to recover”, we arrive at the following data:

This clearly shows that at the outset when the cooperative did not yet have a track record the risks were totally correlated to the participations in listed companies. The trend since 2013 has changed that data and ONE CREATION is now in a positive development phase having taken on board the strategy of acquiring positions in unlisted companies and start-ups.

By comparison with investments in classical equities, an appreciable length of time was needed in the first instance to recoup the initial value of CHF 10,000.00. In the past three years the trend has reversed while the deferred reserve which was set up enabled firstly dividends to be paid; secondly, these resources were used to absorb corrections in the values of the listed companies. Past results are no guarantee for the future, but they do enable a specific model to be assessed, especially as it also benefits from advanced governance.

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Moreover, this can be done for the benefit and at the service of the associates and of the real economy.

JPM Cash Index 3m CHF

Historical data ratios

ONE CREATION

Total performance -0.82% 9.90%

Annualized performance -0.14% 1.65%

Annualized volatility 0.14% 7.56%

Max Draw-down -1.4% -21.6%

Cash or not cash

We have shown below some comparison data between investments in ONE CREATION over the past three years measured against the return on short-term liquid assets:

Turning to performance, in the context which continues to apply today, cash assets cannot be a contributory factor to value creation. Nor are they a major risk in the event of a market correc-tion, except for the risk specific to the bank in which these cash resources are invested. The volatility expressed here has its pendant in the notion of “max draw-down” which over the last three years has resulted in the situation in which the cooperative recorded a negative figure of -3%.

The past is behind us and the present confirms the positive trend “assumptions” which strength-en ONE CREATION Cooperative’s commitments for the future.

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YIELD/RISK ONE CREATION: A SPECIFIC MODEL As a cooperative which acquires participations, ONE CREATION nevertheless remains a cor-porate body whose associates, clients and owners, seek a return on the financial resources committed through their investment in its equity capital.

The notion of yield/risk

The yield/risk ratio must enable the return on an investment and the potential maximum loss of an asset to be measured. For the most part that loss is cyclical (save in the event of bankrupt-cy), but nevertheless remains a reference criterion which will enable the level to be determined at which a loss of assets can be tolerated over a given period of time and the capital invested at the outset recouped. One of the yardsticks used for this purpose is volatility. That is insepa-rable from the yield which can be derived from the risk taken. The greater the risk, the more the expectations of a high return to be achieved on the investment will need to be confirmed.

If these factors are inherent in a particular type of investment, in order to assess its specific quality a comparison of these assets will then be made in relation to other opportunities or reference measurements defined by the term “benchmark” or reference index. In the compari-sons which ensue, international equities represented by the MSCI World Net reference index will be considered. By making these comparisons and specifying the values which can be de-rived from them, the aim is to determine exactly what the valuation of, and return on, a share in ONE CREATION will in fact be.

Volatility

The aim here is to describe the spread of the yield on an investment around its average value. In financial jargon, this amounts to the statistical calculation of a standard variation of a data series and hence an average of the distances from the mean value.

If the result shows that the value of the asset departs too far from its average (in a downward direction) the investor will suffer a loss. As the standard variation is symmetrical in relation to the average, it measures both the gain and the potential loss.

This same value will enable a financial asset to be measured against a different type of asset; the level of risk or the anticipated yield can then be determined. For the expected yield, bearing in mind the fact that the data series are a resultant of past events, the conclusion must be that future performance cannot be guaranteed. At most the dispersion of the yield will enable the observed variations to be assessed, while taking on board the constraints acquired at the time when the calculation is made. The same consideration applies to the reference periods that are used. They do not all give the same results. Here too it is essential to consider the background to the attainment of a particular result.

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The specific case of ONE CREATION

We will show the trend of the financial result of ONE CREATION compared to that of equities on a few charts. This data is used here because ONE CREATION acquires participations in both listed and unlisted equities.

The following data are the result of a historical analysis for two different periods:

International eqities/ MSCI World Net

07.2010 - 12.2016

Annualized return 1.46% 9.59%

Volatility 7.11% 12.04%

01.2012 - 12.2016

Annualized return 5.28% 12.20%

Volatility 5.03% 11.27%

04.2015 - 02.2016

Annualized return 3.09% -7.38%

Volatility 4.02% 16.54%

Table 1

Over the entire period of development of the cooperative, the return on investment amounts to 0.95% against 8.87% for international equities, for observed risks of 7.11% and 12.18% re-spectively. We may conclude from these figures that in the extreme case of a financial (stock market) crash, the amplitude of the potential losses may be -8% for ONE CREATION and -30% for international equities. These figures are the result of a statistical approach. If we refer to the historical data, international equities may lose 50% and from today ONE CREATION may see a 15% reduction of its nominal value. These figures are technical data which reflect the risk of a particular type of investment.

In the table below we have entered a chart which illustrates the trend of volatility over a period of time. At the outset, this volatility was identical to the risk carried by the financial markets in equities because 100% of the participations were held in listed companies. Today, as we pointed out in our August edition of NEWS, we have acquired participations in both listed and unlisted companies and at the very least the liquidities which enable a dividend to be paid out to the associates are held on account to guarantee payment when it falls due. In other words, this volatility is totally averted and the risk is no longer the same.

ONE CREATION

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Table 2

The specific features of ONE CREATION

All these calculations are valid and take account of a non-negligible bias inherent in the specif-ic character of ONE CREATION and resulting from its legal status. The determination of the theoretical value of a share is shown below:

An equity share is issued at CHF 10,000. In the short-term, this share may fluctuate below this reference value but cannot be higher because of the legal structure which it represents. In that case a deferred reserve is created and will have a positive impact on the future downside risk of the cyclical valuation of the participations. The value of the acquired dividend is held at all times in cash resources to ensure that payment can be made on the payment date. The devel-opment potential flows directly from the positive trend of business of the participations. The articles of association determine the conditions for payments to the associates.

The cooperative is a highly specific legal structure which provides a genuine alternative in the area of economic development. According to a study by Cooperative Europe in 2010 (which has not been updated since) almost 41% of all cooperatives represent industrial services, while 33% are active in agriculture and also 17% in housing, 5% in banking, 3% in consumer spend-ing and 1% in pharmaceuticals. It is worth noting that countries like Italy have 41,552 entities, Spain 24,276 and France 21,000 structures.

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In other words, we are dealing with a movement which has gained a firm foothold in the econ-omy and finance; a specific concept appropriate to the real economy that gives investors of all kinds the possibility of a specific investment opportunity was therefore needed.

In this context, ONE CREATION represents a real alternative source of yield with a defined risk and diversification of wealth* in relation to the real economy. In no case can this be compared to listed equities, private equities, convertible bonds and all other habitual forms of investment on the market.

Table 3

Dividend development potential

Dividend to be distributed

10'000

Deferred reserve

Maximum applicable value

Risk of cyclical correction 

of the asset

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ONE CREATION MORE THAN A RELATIONSHIP OF TRUST

The Cooperative represents an opportunity for strategic positioning in the sectors driving development and economic growth.

Thanks to its organisation, members are directly linked to the market through ONE CREATION and are not forced to suffer losses in value on account of the accumula-tion of the costs of intermediary structures, as may be the case for bodies organised as in-vestment funds.

ONE CREATION operates as the direct owner of the shareholdings in which it has invested and thus essentially operates as a holding company. The new tax legislation currently being drafted will result in a future reduction in the tax burden of companies and will thereby positive-ly impact on profitability, rendering this type of structure even more efficient.

The combination of interactions will establish a fully transparent development cycle and make it possible to build up a relationship of trust in addition to investment yields and envi-ronmental gains.

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ONE CREATION BEYOND A MERE OPPORTUNITY

According to Article 3 of the Articles of Association – eligibility for membership – any Swiss or foreign natural or legal person, community or public law institution with legal personality may apply for admission as a member…

This specific characteristic of ONE CREATION makes it a body that groups together the entire community of investors comprising our economic and social basis for development.

ONE CREATION YOUR INCUBATOR FOR AN INVESTMENT IN THE REAL ECONOMY Business investment1 implies spending which aims to bring about a sustainable change in the operating cycle of an enterprise; unlike a cost item, it is not destroyed by that cycle. The person who decides to make an investment in effect gives up the possibility of immediate consumption in order to optimize his future revenues… Business investment is therefore a fundamental pro-cess in corporate life which represents a long-term commitment on the part of the enterprise concerned. While it often places an initial burden on the financial statements of that business, it is the only way of securing long-term growth …

Financial investment2 is a transaction which consists in tying up capital over a period of varying length to earn income through that investment.

These two definitions exemplify the distinction between the understanding of assets by the asso-ciates of ONE CREATION and an investment fund or any other approach which involves buy-ing securities on the stock market.

Financial investment, in the definition used above which is incidentally also accepted by the financial markets, amounts to simply “parking” resources for a given length of time with a view to maximising a straightforward financial gain. Business investment clearly involves the adop-tion of a long-term position with a view to the attainment of a defined economic target in order to contribute to value creation that will enable effective financial returns to be generated. This may be defined as a process involving a set of actions spread over a period of time to gener-ate precise and measurable results.

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A set of actions

The incubator is a supporting structure for enterprise creation whose aim is to transform an innovative idea into a successful business.

Through the Cooperative, the associate benefits from diversification of the assets committed by him. As the model itself implies, the subscribed corporate capital is allocated by taking various opportunities. Although securities listed on the stock market can be acquired by any individual who wishes to do so, the selection process enables a well-diversified portfolio of participations to be built up to achieve a basic yield.

Unlisted companies and start-ups are accessible only though the Cooperative provided that a specific link has been established in advance with each associate. In this context, ONE CREA-TION is a kind of “incubator”. The “joint ownership” accompaniment in fact permits the crea-tion of an information base which will enable the progress of each company to be followed. When any of these companies wishes to expand its circle of shareholders, it will be given an opportunity to work through the ONE CREATION community and gain access to the ONE CREATION associates.

This will enable direct interests to be taken. In that sense, the Cooperative represents an incu-bator in two directions for each associate. Firstly, it provides follow-up of each participation which is acquired, so diversifying opportunities and potentials. Secondly, action is taken which has a direct impact on the real economy through the availability of a diversified asset base in the cycle of Research & Development, industrialisation, production and the launch of innova-tive products/services on the market; this contributes to an effective evolution of an economy which is in a process of constant construction and change. The transformation of an innovative idea takes concrete shape and the creation of successful enterprises is confirmed.

We can therefore draw a link between the need to build ONE CREATION on the social net-work concept and the integration into its business model of the notion of crowdfunding be-cause the unlisted companies and start-ups to which commitments are made will be able to address a community which focuses on a business model that has already proved successful and is positioned on growth sectors of the economy.

1Les Echos.fr < LEXIQUE FINANCIER (FINANCIAL LEXICON) 2www.banque-info.com/lexique-bancaire/p/placement

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BECOME AN ASSOCIATE AND BUILD CAPITAL

FOR COMMERCIAL COMPANIES

Where the need to reconcile sustainable development with shareholder expectations and increasing profitability becomes a necessity, ONE CREATION offers an innovative alternative.

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 generate pollution and meets high demand from consumers. By becoming a member of ONE CREATION and making a commitment to continue with the initial approach on a certain level and for a significant peri-od of time, it is thereby possible to establish a lever for engaging with climate and environ-mental change. It involves participating in the concept of shared responsibility, which is differ-entiated in terms of function, in particular by the desire to become a committed actor, in spite of the existing structural constraints.

For companies pursuing a program related to a sustainable approach, the support pro- vided by ONE CREATION provides a form of implementation that makes it possible to achieve a leverage effect for reinforcing any commitments made.

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 necessi-tate 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.

Any pension scheme must carefully manage and control the investments made by it. It must ensure the certainty that its goals will be realised in terms of the social security offered, taking account not only of its assets and commitments but also of the foreseeable future development of the number of people receiving benefits at present or in future. According to this description, there are two fundamental requirements, first that the primary objective of a retirement scheme is to guarantee a replacement income to all beneficiaries.

Secondly, it is also necessary to invest the capital providing cover for benefits, where it is comprised of financial capital, in the economy with a moderate risk, taking account of the constraints associated with fluctuations in the number of scheme members.

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SHORT-TERM, MEDIUM-TERM ANDLONG-TERM INVESTMENT

The first table reports the usage horizons of the financial assets which retirement schemes must hold (see graph below).

Within this context, ONE CREATION represents an investment opportunity that is valid over time and across the opportunities offered by the market. We present the context to this on the following page.

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As noted above, the investment horizon for retirement schemes varies in line with asset struc-ture and the available timeframe. According to these parameters, it is advisable to hold a range of financial assets, and to abide by the principle of an appropriate diversification of risk; liquid assets in particular must be spread over different categories of investment and over various regions and economic sectors.

ONE CREATION, A MULTI-FACETED INVESTMENT

When the Cooperative pays a dividend, this makes it possible to meet a short-term need for liquidity, provided however that it is not recurrent. The risk for capital is close to the risk for domestic bonds.

Shares may increase sharply in value; but for every significant rise there is the risk of the opposite. Falls of almost 50% have been registered on various occasions over the last thirty years. ONE CREATION will suffer part of the fall under the current state of affairs. The yield is set to increase in line with the economic sectors chosen. A structured product might not give any yield for years after its creation, in some cases even for 10 years of investment. The Cooperative participates in investments that may have an impact on infrastructure, which diversifies its risk of global development.

By considering listed and unlisted securities, ONE CREATION is also structured by an ap-proach that enables it to participate in direct development within the real economy. This characteristic means that the Cooperative can offer a real investment alternative for pension schemes in a manner that is in keeping with the obligation to invest and to spread the risk of investments.

FOR PRIVATE INDIVIDUALS

An opportunity to build “savings capital” with several different facets …

In the conventional sense of the term, savings represent that part of the income of a private individual, household or enterprise which is not needed for immediate consumption over a given period. Depending on our aspirations, wishes, financial capacities, short, medium and long-term needs, the savings which have been built up can be set aside for future “consump-tion” in several different ways.

Savings and their use is an asset which enables the holder to look forward to many different time horizons and envisage the implementation of his own projects (see chart below).

These savings may take many different forms, foremost among them: the savings account, investment on a term account, cash/bank bonds, an occupational benefits account, stock market investment, life insurance savings, life insurance investments, precious metals, a real property, a collection etc.

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… inherent risks

Each of the opportunities available on the market carries specific risks in terms of security of the investment and income, interest payments and the potential gains, depending on the length of time for which the funds are tied up. Does “zero risk” exist? It must be conceded that with the evolution of our society and succes-sive property, financial and economic crises, the idea of non-risk is becoming increasingly remote. Some options propose solutions which guarantee the invested capital. Here too we must ask ourselves, when a specific amount is allocated to a particular solution, what will be the effec-tive invested capital, for which term and for which associated yield and benefits (life insurance policies, investments)?

Taking the example of a life insurance, there are some tied benefits which come with a set-up cost. For a given paid-up premium, the bulk of that premium will be deployed to accumulate capital, another non-negligible part to cover potential benefits should the insured event occur based on the conditions on which the contract has been concluded, while a final part of the premium will be used to cover administrative and management expenses. In this specific case, the capital constituting the savings does not correspond to 100% of the paid up-funds. Similar-ly, the yield which will be acquired over the lifetime of the contract, which may be several dec-ades, will depend entirely on the progress of the economy.

Savings in the immediate sense of the term will benefit from the guarantee offered in the event of bankruptcy by the establishment with which the funds are deposited, for instance a bank. For this type of company, history has taught us that zero risk simply does not exist. As to the remu-neration of the savings, that will depend on the contribution of economic development and wealth creation.

Taking the latter example, an investment in equities on the stock market is still less secure be-cause history since the end of the Second World War has taught us that shares may in general lose up to 50% of their value over periods lasting in the longest case for five years. A yield of 0% has even been made since 2001 on investments in equities over a ten-year period.

An alternative with specific characteristics

ONE CREATION Cooperative enables capital based on economic development with its own inherent risks to be built up.

While “zero” risk does not exist for the elements referred to previously, the same holds good for the Cooperative. However, this time the factors differ and vary in relation to the market offering.

Becoming an associate of the Cooperative does not mean making savings in the strict sense of the term; it means taking a commitment as a stakeholder and player in the real economy, building up personal wealth and receiving a return on investments in line with economic development.

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The evolution of our society is confronted with the major challenge of not attaching importance solely to the short term, the next day or the current week, but of taking care to think beyond that horizon. If that axiom is accepted, how can it be implemented by adopting an active ap-proach?

Economic development takes place in a movement of perpetual evolution. ONE CREATION Cooperative fits in with that trend in which the concept of time takes on its full meaning; it then becomes possible to constitute a patrimony which enables assets to be built up on the founda-tions of enterprise creation, employment opportunities and a dynamic in the field of “Research & Development”, i.e. the construction and evolution of our own society.

The specific features mean that a participation as an associate of ONE CREATION Coopera-tive over a period of time will enable among other things a share to be secured in a return on investment.

Bearing in mind the fact that the Cooperative invests in the capital of both listed and unlisted companies, the intrinsic value of a share may fluctuate negatively over a specific period in the economic cycle and redistribute yields on the commitment in other favourable periods.

... while diversifying your assets or investments

As in the case of family foundations, conservation of assets is one of the components of the challenges to be taken up.

The patrimonial objectives may of course differ from person to person. Nevertheless, as a function of each component part of those assets, more or less objective diversification possibili-ties are created through a wide range of investment opportunities.

ONE CREATION Cooperative operates on several different levels. Firstly, in the very short term perspective, through the redistribution of economic gains made (when the factors needed to make such gains come together); an associate then benefits from a proven immediate return on his investment. Secondly, the portion of the assets which is subscribed in the form of share capital may be conceived over a short and medium-term time horizon since an exit is possible at the end of each financial year. On the third level, a financial position with a long to very long-term family structure is totally in phase with conservation of the assets, their development and transmission.

ONE CREATION Cooperative is an innovative alternative via a tried and tested structure generating wealth creation over an extended period of time.

Taking account of the investment opportunities available on the market, the Cooperative can become involved on several different levels without reproducing each opportunity, but with the benefit of specific diversification (see chart below).

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Advice by one of our staff members and the annual report provide detailed and specific infor-mation.

FOR PROVIDENT AND FAMILIY FOUNDATIONS

Support for the real economy...

Participation in the equity capital of ONE CREATION brings many opportunities to build a sustainable investment. We can name seven pillars which support a specific development of investments in the real economy:

1) Investment in enterprises which have a positive impact on the environment.2) Creation of a relationship of co-owner rather than one of co-investor.3) Exclusion of short-term profit-seeking speculation.4) Emphasis on clear governance based on the one associate equals one voting right princi-

ple.5) Integration of the time factor as the best ally of an investment in the real economy.6) Support for third party projects working in the same direction as ONE CREATION when the

associates have benefited from soundly based remuneration.7) Total familiarity with all aspects of development in the short, medium and long-term per-

spective.

The evolution of our society is confronted with a major challenge, namely the fact that im-portance must not be given solely to the short-term, to the next day or to this week. Instead we must think well beyond.

Economic development is part of a unique life process. The inherent links are many and lay the groundwork for a specific value concept which encourages solidarity between the vegetable, animal and human worlds.

Saving and ONE CREATION

Life insurance

Investment assurance

Capital for children

Next generation transmission

Stock exchange investment

ONE CREATION Cooperative

Investissement horizon 11 to 25 years> 12 months 1 to 5 years 6 to 10 years Over 25 years

Very short term Short term Mid term

Long term Very long term

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Development is built up across several generations; by viewing everything as an integral whole it perpetuates the underlying meaning and builds an ongoing evolutionary movement.

Once the sustainable investment approach has been adopted, time acquires its full meaning making it possible to build a heritage which will enable a yield that is not just environmental and social but also economic and consequently financial to be generated.

Allowing time to run its course means taking account of the fact that when you plant a tree nothing can make it grow any faster, but everything must be joined up to assure its sustained growth with due regard to the needs of the particular species.

ONE CREATION Cooperative fits in to this conjunction between a long time horizon, the crea-tion of a heritage which is developed over the long term without forgetting to provide an annu-al yield on the participations that are taken and, by considering the economic biodiversity of its own investments, making a sustainable financial innovation in its own right geared to construc-tive creative innovation which preserves and creates jobs.

... while creating a rich long-term heritage…

Foundations and Family Offices have a duty to adopt a vision for the preservation of their assets. For the most part these structures exist through family enterprises handed down by ancestors for the benefit of the present and future generations. An established heritage is part of a long time horizon and lies at the very origin of the real economy. Sometimes, these origi-nal enterprises have been sold to third parties and the resulting capital must have the same function of perpetuation for those who are its present recipients, just as efforts are made to build an inheritance to be passed on to the descendants.

The following table Non-exhaustive model shows all the factors that an acquired heritage must cover:

Patrimonial objectivesCurrent needs

Children's education

Family held company

Family dwelling

Specific expenditure (boat, car, …)

Creating collections

Transfering to next generation

Philanthropy

Developing a more sustainable society

Family office administrative costs

Consumption horizon 11 to 25 years> 12 months 1 to 5 years 6 to 10 years More than 25 years

Really short term Short term Middle term

Long term term Very long term

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When laying down a heritage, the aims may differ from one person to another. However, in the light of each component part, more or less objective possibilities for diversification arise through a wide range of investment opportunities.

ONE CREATION Cooperative operates at several different levels. On the first, the very short term perspective, through the redistribution of the economic gains made (when the elements needed for their realisation are united), an associate benefits from an immediate proven return on his investment. Secondly, the asset share which is subscribed to as equity capital may be conceived over a short and medium term period because an exit is possible at the end of each financial year. Turning to the third level, a financial position with a long to very long term fami-ly structure is totally in phase with conservation of the heritage, development of those assets and handing them down to the next generation. To the extent that economic development has been the foundation of society in general through enterprises since the second industrial revo-lution, ONE CREATION Cooperative represents an innovative alternative via a tried and tested structure which generates wealth creation over an extended period.

... with a controlled and diversified risk specific to ONE CREATION

One of the factors which is becoming increasingly important with the passage of time is that of risk control. This occurs on several different levels. There is the risk of fluctuation of the sub-scribed capital value as such. Through its development in listed and unlisted companies (con-firmed or start- ups in the development phase or already established), the intrinsic equity capi-tal value fluctuates much less widely than that of its rivals. On the other hand, there will be no significant increase but instead remuneration paid each year when economic gains have been made.

There is an economic risk. This is perfectly diversified across nine economic sectors which represent above-average growth potential. Consequently, positioning via ONE CREATION is part of one of the two most important themes in the positive evolution of our economy. There is a risk of non-remuneration of the capital when the economy does not allow an economic return to be distributed. ONE CREATION will have shortened its initial development phase as far as possible and has been able to distribute high quality dividends for its fourth and fifth years because they are a direct outcome of its development strategy.

There is a risk specific to the enterprises in which investments are made. But this is lessened by the fact that the more the value of shares in listed companies rises the more investments will be made in Private Equity enterprises (private placements); conversely, more and more shares will be acquired in listed companies, so enabling the economic dividends that the Cooperative is able to collect on its participations to be stepped up. This way of considering risk is exclusive to ONE CREATION Cooperative and our five financial years (six years of existence at the end of June) enable the amplitude to be qualified.

A real opportunity to build a family inheritance

Through this analysis, we have tried to point to the importance of regarding a position in ONE CREATION Cooperative as a means of diversifying a family heritage. On the principle that past results do not guarantee future performance they apply equally to all kinds of positions which can be taken in any investment whatsoever through a family enterprise, a stock market or the acquisition of any other transferable security.

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ONE CREATION provides an innovative alternative through one of the oldest structures that have been tried and tested down the centuries. By subscribing to the equity capital of the coop-erative, a family structure becomes not only a player in economic development but also a committed participant in the technological evolutions which will be the levers of growth today and tomorrow and will offer every individual the possibility of safeguarding and developing his assets through a close link with the real economy. The aim is to safeguard and develop job opportunities and the creation of enterprises that are the very foundation of our society.

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. Various public bodies have signed up to the "Agenda 21". This operates through 6 areas of engage-ment:

- The fight against global warming. - The conservation of biodiversity. - Respect for fragile environments and the social economy. - International cooperation. - Education in the area of sustainable development.

Thanks to its philosophy, ONE CREATION covers all of these challenges. The fact that public bodies participate is confirmation that it is possible to bring together all of the actors involved in change and thereby enable resources to be mobilised in different ways, including specifically finance and the economy through a legal structure that respects the individual right - irrespective of the framework conditions and life circumstances of each - to live in harmony with the principles of equity between all.

ONE CREATION has based a diagnostic tool on economic development and its interactions with finance, conceiving an action plan which is reinforced by every new influx of new mem-bers.

A public body thus contributes directly to sustainable economic development and turns into a model citizen.

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ORGANISATION

THE GENERAL MEETING is the supreme power of the Cooperative. On 31 December 2015, the latter included 41 associates.

THE BOARD OF DIRECTORS comprises three members, namely the Chairman Mr. Mau-rice 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 STRATEGIC 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 environmental technology.

45

MANAGEMENT

According to the decision adopted by the 2015 general meeting concerning financial year 2014, the Cooperative is subject to an ordinary audit. Within this context, Risk Management & Compliance enables governance by the Management and the management of ONE CREATION to be reinforced to the full.

Olivier FerrariCEO

Sustainable strategy

Joseph Delort / Michel Maignan

Risk Management & Compliance Officer Sabine Mabillard

Board of directors

Strategic adviceLegal

Finance Leila Khammari Environmental technologies Financial products analyst

Laura Petoud Sustainability analyst

Marco Guignard IT

Yulia Marchal Accountant

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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 END 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 develop-ment, achieve the most proactive yield in their sector, specifically for listed companies.

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ACQUISITION OF DIVERSIFIED HOLDINGS

ONE CREATION acquires holdings in companies at different levels of economic devel-opment, 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.

CONTRIBUTION 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 direc-tives implemented by management.

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INTERCONNECTED NETWORK

The Cooperative is at the confluence of investment in the real economy and the need to integrate the criteria of sustainable development. It must also satisfy the communication

requirements of the 21st Century and have an organic structure that is open to the outside.

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

Through its development, ONE CREATION is able to offer a platform for facilitating direct contact both with members and with unlisted companies seeking to increase their equity base beyond their original shareholders. The knowledge acquired by the Cooperative con-cerning the development of its companies thus becomes capital itself, which can be made available to its members who want to become directly involved. A direct Crowdinvesting link, as described above.

ACQUISITION VECTORS

44 holdings

48 associates

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A DECENTRALISED NETWORK

The binomial development of ONE CREATION enables a decentralised network to be created around its members.

Each member offers the potential for identifying investment opportunities. This has been tried and tested since the Cooperative was established. Within this context, this also makes it possible to dispose of "membership" expertise capable of providing information that is useful and fruitful for development over the long term.

Where the interest is shared by all stakeholders, this offers an effective competitive ad- vantage for achieving the goal of ONE CREATION. Within this spirit, the Management fosters and develops its relations of proximity and cultivates a spirit of openness towards.

CONNECTIONS WITH THE REAL ECONOMY

The acquisition of holdings in unlisted Private Equity companies requires a sufficiently large pool of opportunities to guarantee diversity of the portfolio. It is essential to have links to the real economy. The relationship with different institutions, which reinforces the vehicles for sharehold-ings, ICT parks and other foundations, enables our Cooperative to present itself to the market and to receive various dossiers for consideration.

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AMBASSADOR MEMBER

ONE CREATION has demonstrated since the outset its commitment to cultivating the values that it advocates in exploiting and promoting companies committed to sustainable economic industrial development. In the same way, the Cooperative has made it a point of honour to develop and nurture the trust of its members. Thanks to the diverse nature of the shareholdings both geographically and in terms of the type of capitalisation (listed companies with small, medium and large capitalisation, unlisted start-ups), the very structure used for realising the company object minimises the impact of the economic cycle on the valuation of the commit-ment of each member. The choice of economic sectors is also one of the factors for devel-opment which must permit ONE CREATION to redistribute the financial return realised thanks to economic growth.

A FUND FOR YOUNG PEOPLE

Due to the dynamics of the economic transition currently underway, various types of financial investment such as capital insurance policies, investment funds, etc. proposed by different market actors no longer enable a favourable yield to be obtained in the sense that the risks taken become disproportionate or that there is no longer any link with the very nature of sustainable investment.

ONE CREATION is a genuine fund for young people in that it offers an alternative to these market products and does not represent a "speculative" approach with no relationship with the real economy.

By subscribing to a share in the Cooperative for young people, at the time they become adults they will have a capital sum which will not only have been subject to minimal charges but which will also have generated financial, environmental and social dividends, whilst in addition being founded on a real value comprised of its constituent companies.

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ONE CREATION thus offers a twofold yield, striking a genuine balance between the development of society in general and wealth creation.

Subscribing to ONE CREATION to create a legacy or capital fund for one’s own children is an innovative and sustainable alternative.

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SHARING A CONVICTION

Signing up to ONE CREATION means not only capitalising on economic development, which will become increasingly important and will in the long run be more than a stake, but also participating actively in a movement that has established itself over time.

If these values are acquired by each member, then any of them can become an ambassador for this development and thereby create a movement with potential for development and enabling an effective impact

Private

Institutional

- Pensions funds

- Philanthropies

- Associations

- Corporations

Associate

Family offices

Companies

Public authorities

Others …

Thanks to its structure as a cooperative and the inherent functional organisation of its gov-ernance, the creation of ONE CREATION stands out within the movement which is increas-ingly important due to the consideration given to the various values defended.

Implementation by the members thus completes the vehicles for participation, representing an innovative alternative to finance and traditional equity holding companies.

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FINANCIAL ELEMENTS ALLOCATION OF RESSOURCES We present below the change from one year to the next in the composition of the balance sheet for the period ending 31 December.

46.42%

11.53%

3.36%1.43%

6.62%

0.16%

6.34%1.86%

3.01% 18.78%

0.50%

31 December 2016 Listed securities

Latent reserves

Unlisted securities

Confirmed start-ups participations

Early stage start-ups participations

Convertible loan

Unlisted securities firm commitments

Infrastructures

Cash for dividend

Cash for future investments

Transitional assets et assimilated

42.5%

9.0%8.5%

1.4%2.2%

35.9%

0.4%

31 December 2015Listed securities

Latent reserves

Early stage start-ups participations

Convertible loan

Cash for dividend

Cash for future investments

Transitional assets et assimilated

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The situation on 31 December 2016 reports an amount available for future investment that has increased from 35.9% to 18.78%. These means will quickly be exhausted over the course of the first semester of 2017.

This situation takes into account the raise of 1,090,000.- in social capital. The financial means guaranteeing the dividend payment will be totally secured through cash at projected levels.

An important step has been made in the development commitment of the cooperative through the direct purchase of an infrastructure. ONE CREATION thus becomes a frontend actor in the implementation of the Paris Agreement COP21.

DIVIDEND POLICY

Where the closure of a financial year results in a positive balance, its distribution in full is proposed to the members. This is comprised of part of the dividends received, after de-ducting management charges and the distributable share of profits resulting from the reali-zation of shareholdings.

3.59%

2.50%

3.50%

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SHARE VALUE A value strengthened by several components On a monthly basis, with « THE NEWS ONE CREATION », the details of the social share valuation are published. Article of Association 9 stipulates; « 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 financial statements as of the date of death or withdrawal, with the exclusion of all re-serves. However, the amount reimbursed cannot exceed the total par value of the shares in question.” In this view, the book value estimate is published with reference to this article of association, the profit after taxes and allocation of profits according to article of association 29 and the liquidation value of a share. This last point does not take into account any replacement in the unlisted equities holdings, start-ups respectively, in the amounts recorded, estimated are dependent of transactions that would need to be effectively done. The reserve on book value is also published, which is a measure of the component of means capable of absorbing risks associated with a market decline. Those various elements need to be taken into account but, it is also necessary to integrate the component of legal reserve from benefits, which affection is compulsory, according to the Swiss Obligations Codes. The latter is constituted as per the positive year results and offers an additional level of security reserves for the social capital. In this context, a share can record a book value of CHF 10,000.-, without necessarily having a book profit at the reference date of the results publication. The fall was cushioned by its development model The Cooperative’s model was chosen in particular because it enabled a certain level of technical know-how in the creation of the investment portfolio. In effect, ONE CREATION was conceived of in order to combine, from the outset, a diversification of investments between listed and unlisted companies (Private Equity). This strategic choice in following such a development policy is two-fold. Not only do listed companies generate stable and recurring dividends, but the positive valuation of these companies makes it possible to create a receptacle for Private Equity shareholdings. This duality of investments enables volatility to be diversified, in the event of fluctuations in stock market prices. At the end of January 2016, the Cooperative was investing 57% of its assets in listed companies. Just under 18% in unlisted companies, including firm commit-ments made at the time of writing this annual report.

As the risk analysis shows, the book value of a share may experience periods of negative valuation which do not reflect the amplitude of its investment components. That is a direct consequence of the development structure.

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Substantial variations cannot be ruled out as we explained in our annual report for 2016, but any negative trend is also an opportunity to strengthen positions in listed companies, so increasing the potential to earn higher dividends.

The share value stood at CHF 10,455.- on 31 December 2016 (2015: 10,313.-), enabling a dividend of 3.59% to be distributed for the financial year 2016 (the results of one financial year cannot be guaranteed for a further year). The trend in the book value of a share since day one is shown below.

According to Article 9 of the Articles of Association, shares are valued at their book value (the acquisition price or, if lower, the stock market price). This characteristic is an inherent feature of the principles of accounting for shareholding activities by all forms of legal structure used.

In basing its calculations on this figure, any capital gain over and above the acquisition price on a listed security in which the Cooperative has invested will be allocated to the unrealised reserve. The same applies for unlisted securities, provided that their value has not materi-alised either through an IPO, LBO or MBO or stock market floatation, etc. The above process is subject to adjustments resulting from the application of other statutory provisions.

The events in January repeated themselves throughout the year and the same findings were made regarding the resistance of the nominal value of the shares. It was thus possible to confirm that, within a managed approach to investment, not all of the rise in markets is totally due to the member/investor. Conversely, the equivalent dynamic operates in the event of a fall in those markets, with this quest for the creation of a sustainable economic-industrial return, by the payment of a long-term dividend, which was possible for the third time in relation to financial year 2016.

6'000

8'000

10'000

12'000

14'000

Jun

10

Oct

10

Feb

11

Jun

11

Oct

11

Feb

12

Jun

12

Oct

12

Feb

13

Jun

13

Oct

13

Feb

14

Jun

14

Oct

14

Feb

15

Jun

15

Oct

15

Feb

16

Jun

16

Oct

16

Evolution of the book value of a social share in CHF

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RISK AND OPPORTUNITY

Processor Stéphane Garelli, IMD Professor of World Competitiveness, stressed during his presentation during the IMD Event "Currency Tsunami: Adapting your business to high volatility environments" held on 12 February 2015 in Lausanne that the word crisis (危機=kiki) in Japanese is comprised of the following two Kanji characters: 危 Danger and 機 Opportunity. It is in effect in periods of crisis (danger) that the best opportunities arise. It must be con-cluded that, considering the past events and their effects on the share price, ONE CRE-ATION represents a tried and tested opportunity for any investor who is keen to preserve his or her capital by reducing risk, substantially eliminating that risk over the long term and seeking to achieve an established dividend.  

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SHARE CAPITAL

EVOLUTION OF SHARE CAPITAL Growth in the number of shares in circulation is shown in the table below.

This year, an employer, 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.

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

Number of shares

1500

1000

500

0

2011 2012 2013 2014 2015 2016

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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. In the following graph we note that private individuals accounted for 68% of shareholders, which was up on 2015.

According to a Public Private Partnership – PPP – approach, the Cooperative offers a sound model which is seeking to establish itself internationally. With this objective, ONE CREATION commits itself towards all market actors in order to reinforce this notion of partnership. Within this context, the positive result for 2015 and 2016, is an asset which reinforces this approach. Nevertheless, it must be remembered that past results are no guarantee for the future. However, the risk of a shareholding in ONE CREATION represents an opportunity for all classes of member, as discussed above in this report. ONE CREATION Cooperative also provides a job creation lever which must be reflected in long-term value creation.  

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MARKETING AND COMMUNICATION

PUBLICITY VISUAL

Attracting interest without shocking while gaining a positive reaction.

That is the strategy for our presence in certain media. In that spirit ONE CREATION has been integrated into the communication of the Management for its sustainable commitment.

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PUBLICATION The New Economic Revolution Since the early 21st century a number of findings such as poverty, inequality, fragility of the financial institutions, climate change, deterioration of natural resources, debt of nations and individuals, reduction of growth have led to a growing awareness of the effectiveness of capitalism which now stands at a crossroads. In a world undergoing constant change it is important to question constantly the raison d’être of all the mechanisms which govern our societies. The same goes for the economy. Rethinking our existing economic model to achieve a renovation of capitalism is a way of ensuring its survival. Forests, demography, public debt, growth, finance, education and democracy are the seven pillars of this work within everyone’s reach which alternates between rationality and philoso-phy. A vision at one and the same time general and personal with pathways to explore and proposals that everyone can take on board. A work written by Olivier Ferrari which sets out a vision of societal development with many responses including the Cooperative on the ONE CREATION model. 221pages text: in French ISBN 978-2-7178-6935-4

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PUBLIC CONFERENCES

The Management, represented by its CEO, attends many conferences which we will not list in this report except to mention our intervention on a panel entitled “Implementing the United Nations 2030 Agenda for Sustainable Development through effective, people first Public Private Partnerships”, UN Geneva 2016.

These conferences are of different kinds and each offers genuine visibility to initiate con-tacts which call for constant and regular follow-up. To gain an idea of the scope of these interventions they can be followed at www.olivierferrari.ch, under “Strength of a commit-ment”. The CEO has in fact set up an Internet site to increase the visibility and so build a web to strengthen that of the Cooperative itself. Conferences which have been the subject of a public presentation can be viewed at www.coninco.tv.

THE NEWS ONE CREATION

The publication "THE NEWS ONE CREATION" appears monthly. This document enables the ongoing exchange of information between members, the Cooperative and the market.

The issues are considered with reference to the questions posed and the most recent events attended. We also use it to stress a specific aspect of research & development by the Cooperative. This body of information enables an ongoing presence throughout the year and clearly demonstrates our strategic and tactical positioning. It also makes it possible to present what is special about the Cooperative and to display its innovative financial approach.

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OPINIONS

COOPERATIVE AND FINANCE, A STEP FORWARD IN THE AREA OF CORPORATE GOVERNANCE

In October 2001, the OECD put the question as to "How can we respond to the needs of today without compromising the capacity of future generations to provide for their own needs?" This is the challenge of sustainable development! Finance remains the life-blood of the economy

Readjusting our thinking to the long term, it is only possible to develop towards positive finance if we dispose of suitable structures. The Cooperative provides a response to this as a step forward in the area of corporate governance, having regard to the role and responsi-bility of the financial sector in the advancement/development of sustainable economic growth.

Through its concept and development, and by virtue of the form of investment pursued, the Cooperative encourages sustainable finance and long-term investments. This is a timeframe that is necessary in order to establish the value-creation process. The Cooperative is an actor which enables the scope of sustainable finance to be expanded. As this report has made it possible to establish, the Cooperative creates a relationship between environmental and societal risks and the value of a portfolio of securities of any natural or legal person, albeit for different reasons, but within the perspective of promoting economic development. The real economy as the guarantor of the proper functioning of the machinery of state

ONE CREATION clearly places itself within the real economy. It is important to dispose of the financial means that can enable the creation of jobs throughout all sectors of the economy. This is indispensable as the functioning of a societal economy operates according to a dynamic that enables all actors to develop and to make provision not only for the present but also for a future that strikes a balance between all stakeholders. In 2014 the Bank of International Settlements (BIS) published a statistical study on the amounts invested in derivative products around the world in 2013. According to this study, the amounts invested in securities without any counterpart in the real economy totaled some 710,000 billion dollars.  

65

This amounted to no less than 44 times the GDP of the United States for the same year. Since 2008, this figure has registered … growth of 20%, which means that the economy that creates businesses and jobs has more need than ever for effective resources and not deriva-tives.

Circular societal economy

An approach based on a circular societal economy will enable the drivers of the societal development of our society to be formalised.

Whilst the state may be the guardian of the laws, the fact remains that it cannot have any future without a contribution from business. By creating jobs and supporting production, business assures support for the construction, maintenance and development of individuals and families. This means that there is enough tax to create a financial basis for the structure of society. Pensioners are mainly shrewd consumers who also contribute, and will do so exponentially in future, to the financing necessary for the maintenance of the state. The state is nothing other than a consumer, which secures the financial wealth which the economy and society must guarantee in order to enable it to contribute to good decision making for the sustainable operation of the system.

This circular structure makes it even clearer how it is necessary to ensure support for the real economy, which is one of the core conditions for the proper functioning of our societies. Within this context, the Cooperative fits in well with such a schema. It seeks to contribute to the maintenance and creation of businesses that enable, and will enable, the creation of jobs and all of the positive collateral impacts offered by this.

  66  

Beware of investments that are a factor for holding back sustainable economic development!

For almost thirty years, institutional investors have been the principal receptacles for financial wealth and have, following the advice of various financial intermediaries, followed what is commonly referred to as index management. For the supporters of this type of investment, it guarantees that there will never be "nasty" surprises, since over the years the investors will always receive returns on investments that are aligned with market movements, both upwards and downwards. It is thus possible to pre-empt the "cyclical" dissatisfaction of a client, as it is not possible to rely on the notion of investment risk, whether geographical, according to capitalisation or sectoral. The management costs of related financial products are reduced to a strict minimum. In fact, they are so low that, if an analysis of the effective cost is carried out, it might be concluded that the products are potentially sold at a loss. Conversely, the managers that seek to favour developments that diversity economic growth by engaging in what is commonly known as active management punish the less efficient companies, with the risk that this may entail of making mistakes over the short term.

For several decades, the same management companies have proposed financial products without any value or economic counter value.

The creation of real value is potentially difficult over the short term and has increasingly led financial establishments to propose hybrid investment solutions. These are referred to as alpha-generating products; structured products in general, ratcheted management, etc. All of these embodiments are based on the fundamentals of asset management, embracing each management method in a manner that is satisfactory for the investor. They also give rise to visible or latent management costs, which make it possible to replace the complexity of management that is linked to the real economy, enabling substantial new sources of reve-nue to be located over the long term. However, upon closer inspection, these are simply forms of investment which, for many, have not proved to be effective over time and the potential of which is positive only within a specific context of cyclical economic development. By analysing the performance of the particular investment solution proposed, it must be noted that we are no longer confronted with sustainable economic development, but rather the creation of wealth centred on finance. This difference is essential. If finance is able to exist, it is thanks to economic development that has been able to channel savings towards the creation of companies, towards industry and towards creating jobs. Exponential demo- graphic growth and the different levels of engagement over time by countries around the planet with the market economy are also factors for creating individual wealth and for improving quality of life, from which a large share of the world population benefits: this is the positive side. In parallel with this evolution, the development of computing capacity, attracted by a finan-cial system which has ceased to offer financial intermediation and has dedicated itself solely to the creation of value by finance for finance, has disrupted the fundamentals for creating sustainable wealth, which are: effective employment in the real economy, industrial credit and the creation of commercial and industrial companies. Mathematicians, who are inces-santly creating algorithms capable of tracing absolute performance, have sought as their Holy Grail an equation containing all variables since the creation of the universe.

67

Since the dismemberment of financial resources may be placed in the service of the creation of businesses - those that have been diverted towards the structuring o f c om p l e x finan-cial products and models - it has led to the impoverishment of economic development. Consideration is no longer given to the basis which enables innovation and the crea-tion of businesses to generate wealth. This applies both to institutional investors and to major private wealth funds, and to the other agents who operate on the online stock exchanges day to day, and contributes to amplifying stock market fluctuations both up-wards and downwards. These movements are becoming increasingly frequent and are caused by speculation, which gives rise to the rotation of capital on a sectoral or geographical basis, or depending on capitalisation. Index management has become a tool that is beyond reproach for providing short-term insurance for a management result compared to a benchmark reference. As a result, structured financial products create the "illusion" of covering risk in the forefront by guaranteeing invested capital or promising returns that are higher than economic growth.

The economic tyranny of index management and financial products divert from the long- term development of the economy.

Index management makes it possible to eliminate the uncertainty associated with the fact that it is impossible to define with precision how each individual security will perform. Through "resigned" acceptance, it makes up for the fact that the portfolio of each investor may move either upwards or downwards, on the same scale as the reference markets.

The presence of multiple actors converging upon index management and the promotion of structured products are leading to an impoverishment of the potential for innovation and the creation of new opportunities within the economy in general. In effect, since the index includes both the best and the worst companies comprising it, it leads to a manage-ment model that negates free will by rendering everything deterministic, levelling down to the lowest common denominator. The same applies in relation to the growth in derivative products, the value of which - mentioned above - also reflects resources sub-tracted from the maintenance and creation of new opportunities. The fact that all world actors from finance have been singing from the same hymn sheet has resulted in the impoverishment of the biodiversity of companies comprising the economy.

As a result of this finding, index management and structured products have caused lackluster economic development. This has been heavily influenced by actors-investors, at the behest of analysts who have essentially become censors of the decisions of boards of directors, which are destined to supplement the expectations - with a quarterly focus - of the financial com- munity, rather than pursuing a virtuous path of investment, research & development, the introduction of new products and the development of the market, production and supply to the end customer.

We are no longer in an industrial era which is allowed space to develop, as today money must be "cultivated" in order to be capable of creating instant wealth.

  68  

This kind of approach can only result in a regression of economic development, rendering it unsustainable. It has been with the aim of countering this tendency that the Cooperative, and more specifically ONE CREATION, must provide a response that can enable our society to establish values which are no longer exclusively financial, but that rather adopt the perspective of dynamic creation on all levels of our society. This also involves accepting that some sectors of the economy no longer have any reason to exist and that new sectors will have to emerge. An alternative to this involves focusing also on the Private Equity segment of investment. This choice has been pursued by ONE CREATION, but here too private investment must be able to operate over the long term. For many, this is no longer in keeping with the need to gain an immediate return on an investment, which for others amounts to a form of speculation that is no longer acceptable. Economic biodiversity, an investment over the longer term: ONE CREATION is one of the doors to this market today. Its investors include private individuals, institutional investors, family offices, public bodies and others, all of which have short, medium and long-term needs. With this in mind, it is important to recall the fundamental requirement of fixing investments over a timeframe that is consistent with these needs. It is no longer finance that lies at the heart of development but rather business itself, along with its corollary of societal commitment; in other words, it is necessary to acknowledge the greater need to create and preserve industrial employment, which naturally favours busi-nesses, the creation of profits over the long term and, as noted above, the long-term viability of the state. This is because it will enable states to dispose of a diverse range of tax resources and to draw benefit from a genuine strategy of transmission to future genera-tions through the development and preservation of a whole, and of the environment. Good governance can be conceived of not only within a business but also within our own everyday actions, within each of our choices regarding political, economic, social and finan-cial issues. ONE CREATION provides this relationship of dynamic economic development that is focused on the future rather than the present and the need to rediscover the entrepreneuri-al values that empowered the second industrial revolution to enable us to live and build our future with serenity. With ONE CREATION, governance is no longer a factor of constraint on the evolution of society, but operates within this development by becoming an efficient structure within its DNA.

69

LOOKING BACK AT 2016

O riented on the present and the future.

N ot exclusively on the economic sectors currently preferred.

E ngaged for future and … current generations.

C oncept tried and tested over more than five years of operations.

R esponsive to evolutions in order to uphold the interests of its members.

E quilibrium within its development policy.

A ttention, tried and tested, for maintaining a relationship with its members.

T otally and always attentive to the demands of effective transparency.

I nvolved in the real economy.

O rganised in order to respond to a significant increase in share capital.

N ature and financial yield, an established fact over the long term.

  70  

HOLDINGS

It is important to distinguish between the holding of equity interests in listed and in unlisted companies. For the former, the model applied takes account of multiple factors as part of a process that has been applied since the Cooperative was established. At each stage of the process, confirmation is required for the various criteria from a body independent of the Management in order to ensure different opinions concerning the data on which the finan-cial analysis is based. For unlisted companies and start-ups, the Management has put in place a process based on good practice in the area of Private Equity investment. The specifications adopted enable a detailed and rigorous process to be followed. As has been stated in this report, various com-panies are considered, although taking account of the formal requirements stipulated, only a small number of dossiers are selected. This is a guarantee of good governance in order to reduce to a minimum the risk of losses. This is also an expression of the desire to construct a portfolio of sustainable shareholdings within a broad portfolio of unlisted companies. Sector allocation

LIST

ED C

OM

PAN

Y

71 | ONE CREATION

EN

VIR

ON

ME

NT

AL

BIO

LO

GY

DSM

Support player

Large Cap

Country

Market capitalisation

Revenues 2016 % environment

Royal DSM is a Dutch company, active in the fields of Health, Nutrition and Materials. The products it develops, manufactures and markets are destined, among others, to the Buildings, Energy, Textile, Packaging and Automobile sectors.

STOCK PRICE INVESTMENT EVOLUTION AND DIVIDEND

(since inception 06.2010) (CHF)

ENVIRONMENT

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

GOVERNANCE

% independent administrators CEO & President Duality

COMMITMENT

Global Compact Sustainability Report Member of CDP

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 4'943

Estimate 301'823

Acquisition cost 288'330

Book value 288'330

Netherlands

11'239 Mio CHF

7.7 Mia EUR 33 %

142.4- 74 %

N.A.

20'75028 % / N.A.

100 %no

SOCIAL

72 | ONE CREATION

EN

VIR

ON

ME

NT

AL

CH

EM

IST

RY

AIR LIQUIDE

Mix player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Global leader in gases and technologies and services for the Health industry, Air Liquide is active in the production and sales of oxygen, nitrogen and hydrogen destined to the fields of Engineering, Construction, Electronics and Health, to name a few.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOUVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 2'226

Estimate 252'108

Acquisition cost 231'496

Book value 231'496

France

39'466 Mio CHF

16.4 Mia EUR 44 %

154210 %N.A.

51'50028 % / 29 %

75 %yes

STOCK PRICE

EVOLUTION AND DIVIDEND(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

73 | ONE CREATION

AIR PRODUCTS & CHEMICALS

USA Mix player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Air Products is one of the main global provider of industrial gases. The company also supplies equipments related to the manufacturing market, in the refining sector et the manufacturing of petrochemical products. It is the largest global supplier of liquefied natural gas technologies and equipments.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

ENGAGEMENT

RESTRICTIONS

None

CORPORATE RATING

B

Quantity 2'447

Estimate 357'681

Acquisition cost 267'926

Book value 267'926

32'415 Mio CHF

9.9 Mia USD 55 %

305410 %N.A.

18'60023 % / N.A.

91 %yes

S TOCK PRICE

EVOLUTION AND DIVIDEND(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NV

IRO

NM

EN

TA

L C

HE

MIS

TR

Y

74 | ONE CREATION

JOHNSON MATTHEY

Leader player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Johnson Matthey is a British company active in Emission Control Technology, Process Technology, Precious Metals and Fine Chemistry Products. It produces, among other things, catalyzers, new generation batteries and fuel cell components.

INVESTMENT

(CHF)

E NVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C

Quantity 5'482

Estimate 219'067

Acquisition cost 181'824

Book value 181'824

Great-Britain

7'598 Mio CHF

10.7 Mia GBP 83 %

4712 %N.A.

12'494 25 % / 22 %

60 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios GBP CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NV

IRO

NM

EN

TA

L C

HE

MIS

TR

Y

75 | ONE CREATION

EN

VIR

ON

ME

NT

AL

CO

NS

UL

TA

NC

Y

RPS GROUP

Pure player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

RPS Group is a British Advisory company working in the fields of Natural & Built Environment, Energy, Water & Natural Ressources and Strategical Infrastructure.

INVESTMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity 21'929

Estimate 61'275

Acquisition cost 71'543

Book value 61'275

Great-Britain

638 Mio CHF

567 Mio GBP 100 %

228 %

N.A.

5'05430 % / 6 %

60 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios GBP CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

76 | ONE CREATION

SGS

Support player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

SGS is the world's leading Inspection, Verification, Testing and Certification company. Based in Switzerland, it operates worldwide and is recognized as the global benchmark for quality and integrity.

INVESTMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 150

Estimate 310'800

Acquisition cost 274'110

Book value 274'110

Switzerland

16'248 Mio CHF

5.7 Mia CHF 20 %

30- 6 %N.A.

85'00032 % / N.A.

90 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios CHF CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NV

IRO

NM

EN

TA

L C

ON

SU

LT

AN

CY

77 | ONE CREATION

SWECO

Pure player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

Sweco is a Swedish company active in advisory services. Sweco plans and designs cities and infrastructures according the to rules of Sustainability. Its services include Energy Efficiency Strategy, Access to fresh water, Structural Engineering and Climate Change Adapation.It is the European leader in Architecture and Engineering Advisory.

INVESTMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity 2'460

Estimate 49'593

Acquisition cost 35'698

Book value 35'698

Suède

2'706 Mio CHF

11 Mio SEK 100 %

N.AN.A..N.A.

14'500N.A. / N.A. N.A.

N.A.

S TOCK PRICE

EVOLUT ION AND DIVIDEND(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios SEK CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NV

IRO

NM

EN

TA

L C

ON

SU

LT

AN

CY

78 | ONE CREATION

BELIMO

Pure player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Belimo develops, manufactures and sells actuators and valve technology in heating, ventilation and air conditioning systems since 1975. Their equipments allow higher comfort, convenience, security while enhancing the performance of installations. The conceptualisation reduces installation and maintenance costs and lowers energy consumption as well.

INVESTMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D +

Quantity

Estimate 116'964

Acquisition cost 74'865

Book value 74'865

Switzerland

1'913 Mio CHF

493 Mio CHF 100 %

N.A.N.A.N.A.

1'409N.A. / N.A.

100 %no

38

EN

ER

GY

EF

FIC

IEN

CY

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios CHF CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

79 | ONE CREATION

CLARCOR

Pure player

Mid Cap

Country

Market Capitalisation

Revenues 2016 % environment

Clarcor is an American company, specialized in the manufacturing and supplying of filters. Its activities include two main segments: Engine/Mobile Filtration and Industrial/Enviromental Filtration. Their applications span from Filtration of air, water, truck, plane and train liquid engine. All of these products help reducing pollution, eliminating odors, diminishing energetic requirement and improving energy efficiency.

INVESTMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity

Estimate 136'288

Acquisition cost 85'983

Book value 85'983

USA

4'104 Mio CHF

1.5 Mia USD 100 %

N.A.N.A.N.A.

6'093N.A. / N.A.

90 %yes

1'626

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios USD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NE

RG

Y E

FF

ICIE

NC

Y

80 | ONE CREATION

LEM

Leader player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

LEM is a Swiss company, working in the fields of Automobile, Industry, Energy and Automation, as well as Traction and Railways Infrastructures. LEM develops, manufactures and supplies, among other things, energy measurement instruments for electric current and voltage.

INVESTMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity

Estimate 97'104

Acquisition cost 62'503

Book value 62'503

Switzerland

1'034 Mio CHF

261 Mio CHF 82 %

N.A.N.A.N.A.

1'388N.A. / N.A.

N.A.N.A.

102

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios CHF CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NE

RG

Y E

FF

ICIE

NC

Y

81 | ONE CREATION

ROTORK

Mix player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

Rotork is the market leader actuator manufacturer and flow control. Established in every market where the flow of gases or liquids needs to be controled, the company offers maintenance services, repair and upgrade services throughout the lifespan of the installations.

INVESTMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity

Estimate 72'365

Acquisition cost 58'639

Book value 58'639

Great-Britain

2'595 Mio CHF

590 Mio GBP 40 %

2310 %

2 %

3'700N.A. / N.A.

4 %no

23'890

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios GBP CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NE

RG

Y E

FF

ICIE

NC

Y

82 | ONE CREATION

SCHNEIDER ELECTRIC

Mix player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Schneider Electric develops connected technolgies and solutions to manage energy and process in ways that are safe, reliable, efficient and sustainable.

INVESTISSEMENT

(CHF)

E NVIRONMENT

S OCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

B

Quantity

Estimate 262'288

Acquisition cost 268'955

Book value 262'288

France

41'698 Mio CHF

26.6 Mia EUR 44 %

17.613 %

9 %

181'36130 % / N.A.

65 %yes

3'701

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NE

RG

Y E

FF

ICIE

NC

Y

83 | ONE CREATION

SPECTRIS

Mix player

Mid Cap

Country

Market Capitalisation

Revenues 2016 % environment

Spectris is a leading supplier of productivity-enhancing instrumentation and controls.This British company is active in the following segment : Materials Analysis, Test and Measurement, In-line instrumentation, Industrial Controls.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C

Quantity 2'789

Estimate 81'014

Acquisition cost 57'582

Book value 57'582

Great-Britain

3'725 Mio CHF

1.2 Mia GBP 48 %

39.72 %

N.A.

8'26430 % / 16 %

78 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios GBP CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NE

RG

Y E

FF

ICIE

NC

Y

84 | ONE CREATION

WASION

Pure player Country

Market Capitalisation

Revenues 2016 % environment

Wasion Group is a leading energy measurement instrument, system and service supplier in China and around the world. It is active in the energy metering and energy-saving.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity 148'100

Estimate 80'957

Acquisition cost 77'633

Book value 77'633

Hong Kong, China

577 Mio CHF

2.9 Mia RMB

Small Cap

N.A.N.A.N.A.

4'000N.A. / N.A.

42 %

no

100 %

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios RMB CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NE

RG

Y E

FF

ICIE

NC

Y

85 | ONE CREATION

APPLIED MATERIALS

Support player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Applied Materials is the leader in materials engineering solutions used to produce virtually every new chip and advanced display in the world. Their expertise in modifying materials at atomic levels and on an industrial is used for the manufacturing of LCD screens, semi-conductors and solar cells.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D +

Quantity 11'279

Estimate 369'924

Acquisition cost 213'700

Book value 213'700

USA

37'106 Mio CHF

9.6 Mia USD 20 %

17.7- 9 %70 %

14'600N.A. / N.A.

89 %no

RE

NE

WA

BL

E E

NE

RG

IES

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios USD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

86 | ONE CREATION

AVENTRON (Ex-KKB)

Pure player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

Aventron is an independent green power producer. The company focuses on the acquisition and the operation of wind, solar and hydro power generation assets in Switzerland and selected countries of Europe.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity 28'294

Estimate 240'499

Acquisition cost 250'245

Book value 250'245

Switzerland

176 Mio CHF

23 Mio CHF 100 %

N.A.N.A.N.A.

5N.A. / N.A.

N.A.no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios CHF CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YR

EN

EW

AB

LE

EN

ER

GIE

S

87 | ONE CREATION

KYOCERA

Support player Large Cap Country

Market Capitalisation

Revenues 2016 % environment

Kyocera is a Japanese company active in the following industries: Fine Ceramic Components, Semi-Conductors, Electronical Devices, Information Systems and Teclecommunication Services.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D +

Quantity 5'400

Estimate 273'485

Acquisition cost 244'885

Book value 244'885

Japan

18'963 Mio CHF

1480 Mia YEN 20 %

N.A.- 5 %N.A.

68'185N.A. / N.A.

13 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios YEN CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YR

EN

EW

AB

LE

EN

ER

GIE

S

88 | ONE CREATION

NIBE

Mix player

Mid Cap Country

Market Capitalisation

Revenues 2016 % environment

Nibe is a global Group that contributes to a smaller carbon footprint and better utilisation of energy. It is active in the manufacturing of products for domestic and commercial use. The company offers a wide array of products for measurement and control of heat and improvement of energy efficiency.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C -

Quantity 17'268

Estimate 138'708

Acquisition cost 94'984

Book value 94'984

Sweden

4'387 Mio CHF

13 Mia SEK 50 %

0.8- 59 %

67 %

10'54540 % / N.A.

83 %non

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios SEK CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YR

EN

EW

AB

LE

EN

ER

GIE

S

89 | ONE CREATION

SOLAR WORLD

Pure player Country

Market Capitalisation

Revenues 2016 % environment

SolarWorld is German company specialised in the development, manufacturing and sales of the entire value chain for the production of solar power.

INVESTISSEMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

B +

Quantity 5'267

Estimate 13'731

Acquisition cost 165'342

Book value 13'731

Germany

73 Mio CHF

763 Mio EUR

Small Cap

100 %

23340 %N.A.

2'93226 % / 17 %

N.A.non

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YR

EN

EW

AB

LE

EN

ER

GIE

S

90 | ONE CREATION

BADGER METER

Leader player

Small Cap Country

Market Capitalisation

Revenues 2016 % environment

Badger Meter is a global leader in the innovation, manufacturing and sales of Products of Measure and Control as well as Communication Solutions. Founded in 1905, 75% of its instruments are used to measure water. Their products are high-precision and long-lasting.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D-

Quantity 2'580

Estimate 96'889

Acquisition cost 42'346

Book value 42'346

USA

1'112 Mio CHF

378 Mio USD 84 %

N.A.N.A.N.A.

1'514N.A. / N.A. 88 %

yes

WA

TE

R M

AN

AG

EM

EN

T

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios USD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

91 | ONE CREATION

DANAHER

Support player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Danaher is an American conglomerate, regrouping twenty-some companies active worldwide in Sciences & Technologies. Amongst their activities, one can name the fields of Diagnosis, Dental care & Environmental Solutions.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D +

Quantity 3'485

Estimate 275'707

Acquisition cost 164'754

Book value 164'754

USA

56'660 Mio CHF

20 Mia USD 20 %

N.A.N.A.N.A.

81'000N.A. / N.A.

70 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios USD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YW

AT

ER

MA

NA

GE

ME

NT

92 | ONE CREATION

GEBERIT

Mix player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environnement

The globally operating Geberit Group is a European leader in the field of sanitary products. Its activities entail hydraulic, drinking water hygiene, soundproofing and materials technologies. Ecoconception is integrated in the development process of every products of the Group.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

B

Quantity 766

Estimate 312'681

Acquisition cost 237'906

Book value 237'906

Switzerland

15'636 Mio CHF

2.6 Mia CHF 62 %

97- 3 %60 %

12'12625 % / 8 %

83 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios CHF CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YW

AT

ER

MA

NA

GE

ME

NT

93 | ONE CREATION

HALMA

Support player

Mid Cap

Country

Market Capitalisation

Revenues 2016 % environment

HALMA is a conglomerate comprised of twenty-some companies that focus on Life Protection and Improvement of life Quality for beings around the world. It is divided into 4 main segments: Process Safety, Infrastructure Safety, Medical and Environmental & Analysis.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D +

Quantity 7'926

Estimate 89'336

Acquisition cost 78'454

Book value 78'454

Great-Britain

4'388 Mio CHF

807 Mio GBP 23 %

282 %

N.A.

5'40141 % / 9 %

67 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios GBP CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YW

AT

ER

MA

NA

GE

ME

NT

94 | ONE CREATION

KUBOTA

Support player

Mid Cap

Country

Market Capitalisation

Revenues 2016 % environment

Kobuta is a Japanese company active in the fields of Agriculture and Water. It offers a compete range of Agricultural products and Water treatment Solutions, from engineering to construction, through maintenance.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity 22'000

Estimate 319'862

Acquisition cost 270'864

Book value 270'864

Japan

20'116 Mio CHF

1'240 Mio YEN 23 %

0.58 %

92 %

35'487N.A. / N.A.

29 %yes

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios YEN CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YW

AT

ER

MA

NA

GE

ME

NT

95 | ONE CREATION

PENTAIR

Support player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Pentair is an American company active in the fields of Energy, Food and Industry. Its business sub-segments include Valves, Water Purification & Filtration and Irrigation Management.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

< 5 % revenues in Nuclear

CORPORATE RATING

D

Quantity 2'210

Estimate 125'940

Acquisition cost 75'604

Book value 75'604

USA

10'867 Mio CHF

6.5 Mia USD 21 %

N.A.N.A.N.A.

27'600N.A. / N.A.

91 %yes

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YW

AT

ER

MA

NA

GE

ME

NT

96 | ONE CREATION

SOUND GLOBAL

Pure player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environnement

Sound Global is a leading one-stop integrated water and wastewater treatment solutions in China. It offers technologies and services covering the full value chain of the water and wastewater treatment industry from the design and construction of facilities, it designs tailor-made solutions for Water Projects at the industrial, municipal or rural level.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity 93'900

Estimate 36'681

Acquisition cost 37'943

Book value 36'681

Singapore

580 Mio CHF

4.1 Mia HKD 100 %

N.A.N.A.N.A.

N.A.N.A. / N.A.

N.A.N.A.

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios HKD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YW

AT

ER

MA

NA

GE

ME

NT

97 | ONE CREATION

WATTS WATER TECHNOLOGIES

Pure player Country

Market Capitalisation

Revenues 2016 % environnement

Watts Water Technologies is an American conglomerate active in the field of Water. Through its subsidiaries, it provides plumbing, heating and water quality solutions for residential, industrial, municipal and commercial settings.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D

Quantity 1'726

Estimate 114'375

Acquisition cost 73'969

Book value 73'969

USA

2'233 Mio CHF

1.5 Mia USD

Small Cap

100 %

N.A.N.A.N.A.

5'000N.A. / N.A.

78 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios USD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YW

AT

ER

MA

NA

GE

ME

NT

98 | ONE CREATION

AURUBIS

Support player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

Aurubis is the leading integrated cooper group and the world's largest copper recycler. It has been supplier of high-purity copper for 150 years. The company is active in the primary production of copper and other precious metals as well as in the recycling of secondary raw materials until its transformation into end products. This metal is in high demand in emerging technologies and is thus a key component of our modern society.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

B -

Quantity 1'547

Estimate 90'879

Acquisition cost 77'776

Book value 77'776

Germany

2'639 Mio CHF

9.5 Mia EUR 20 %

173N.A.N.A.

6'45412% / N.A.

100 %no

WA

ST

E M

AN

AG

EM

EN

T

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

99 | ONE CREATION

MATSUDA SANGYO

Mix player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

Matsuda Sangyo is a Japanese company active in two business segments: Precious Metals and Food. Its precious metals activities entail recycling of silver embedded into photosensitive materials, collecting and transporting industrial waste as well as intermediary treatment and recycling of acid and alkaline waste.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

D

Quantity 5'800

Estimate 75'962

Acquisition cost 79'324

Book value 75'962

Japan

357 Mio CHF

162 Mia YEN 64 %

0.10 %

N.A.

989N.A. / N.A.

13 %yes

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios YEN CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

LIST

ED C

OM

PAN

YW

AS

TE

MA

NA

GE

ME

NT

100 | ONE CREATION

TOMRA

Pure player Country

Market Capitalisation

Revenues 2016 % environment

Tomra is a Norwegian company active in the conception of waste sorting instruments, in the establishment of waste collection networks and in the recycling of tin cans and plastic and glass bottles.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

B

Quantity 9'565

Estimate 102'209

Acquisition cost 92'587

Book value 92'587

Norway

1'544 Mio CHF

6.1 Mia NOK

Small Cap

100 %

3.80 %N.A.

2'622

16 % / 20 %57 %

no

WA

ST

E M

AN

AG

EM

EN

T

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios NOK CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

LIST

ED C

OM

PAN

Y

101 | ONE CREATION

JOHNSON CONTROLS

Mix player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environnement

Johnson Controls is an American company divided into three business segments: Buildings, Batteries and Energy Distribution and Storage.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 7'998

Estimate 334'823

Acquisition cost 273'264

Book value 273'264

USA

13'154 Mio CHF

37 Mia USD 46 %

N.A.N.A.N.A.

57'00081 % / 0 %

81 %yes

EN

VIR

ON

ME

NT

AL

LY

FR

IEN

DL

Y M

AT

ER

IAL

S

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios USD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YLI

STED

CO

MPA

NY

LIST

ED C

OM

PAN

Y

LIST

ED C

OM

PAN

Y

102 | ONE CREATION

MAYR-MELNHOF KARTON

Support player

Small Cap

Country

Market Capitalisation

Revenues 2016 % environment

The Mayr-Melnhof group is a global leader in recycled cardboard. Its activities are divided into two segments: MM Karton and MM Packaging. This company, created over a century ago, is committed to offer environmental benefits to its customers.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

< 5% Tobacco (indirect: cardboard packaging)

CORPORATE RATING

D +

Quantity 736

Estimate 79'451

Acquisition cost 77'366

Book value 77'366

Austria

2'268 Mio CHF

2.2 Mia EUR 37 %

N.A.N.A.N.A.

9'938N.A. / N.A.

N.A.N.A.

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NV

IRO

NM

EN

TA

LL

Y F

RIE

ND

LY

MA

TE

RIA

LS

103 | ONE CREATION

ST-GOBAIN

Support player

Large Cap

Country

Market Capitalisation

Revenues 2016 % environment

Saint-Gobain is a French company active in the conception, manufacturing and sales of Materials and Solutions for the well-being in Housing and daily life. Their products are destined to be used in buildings, transports, infrastructures or industries, they are conceived to enhance confort, performance and safety and to meet the challenges of sustainable construction.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 5'149

Estimate 244'274

Acquisition cost 287'184

Book value 244'274

France

27'837 Mio CHF

41 Mia EUR 22 %

308- 22 %

31 %

170'37221 % / 9 %

41 %yes

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NV

IRO

NM

EN

TA

LL

Y F

RIE

ND

LY

MA

TE

RIA

LS

104 | ONE CREATION

UMICORE

Mix player

Mid Cap

Country

Market Capitalisation

Revenues 2016 % environment

Umicore is a worldwide group specialised in Materials and Reycling Technologies. The group focuses on those domains where its expertise in material science, chemistry and mettalurgy makes the difference. Its activities comprise three main business segments: Catalysis, Energy & Surface Technologies et Recycling.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 5'293

Estimate 307'250

Acquisition cost 269'234

Book value 269'234

Belgium

6'335 Mio CHF

2.6 Mia EUR 78 %

748 %

71 %

13'73022 % / 10 %

56 %no

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

NV

IRO

NM

EN

TA

LL

Y F

RIE

ND

LY

MA

TE

RIA

LS

105 | ONE CREATION

CSX

Pure player Country

Market Capitalisation

Revenues 2016 % environment

CSX Corporation is one of America's leading transporation suppliers. It has developped a large network and offers intermodal transport solutions (road-to-rail). CSX is active in freight transport for a large number of industries such as agricultural products, cars, forest products, waste, etc.

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 10'748

Estimate 392'489

Acquisition cost 276'286

Book value 276'286

USA

42'235 Mio CHF

11.8 Mia USD

Large Cap

100 %

4721 %

78 %

28'8786 % / N.A.

92 %oui

EC

O-F

RIE

ND

LY

TR

AN

SP

OR

TA

TIO

N

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

Y

106 | ONE CREATION

RICARDO

Leader player Country

Market Capitalisation

Revenues 2016 % environment

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

N.A.

Quantity 6'311

Estimate 76'284

Acquisition cost

Book value 35'172

35'172

Great-Britain

648 Mio CHF

332 Mio GBP

Small Cap

95 %

7210 %N.A.

2'13218 % / 15 %

62 %no

Ricardo is a British company active in Environmental and Technical Consultancy. Its industrial expertise makes it a niche manufacturer of high performance products in the fields of Tranportation, Energy and Scarce Ressources.

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios EUR CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

CO

-FR

IEN

DL

Y T

RA

NS

PO

RT

AT

ION

107 | ONE CREATION

SHIMANO

Leader player Country

Market Capitalisation

Revenues 2016 % environment

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

B -

Quantity 1'420

Estimate 226'935

Acquisition cost

Book value 141'696

141'696

Japan

15'077 Mio CHF

378 Mia YEN

Large Cap

83 %

N.A.N.A.N.A.

12'440N.A. / N.A.

7 %yes

Shimano is a Japanese company which develops, manufactures and supply various components destined for Cycling and Fishing.

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios YEN CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

CO

-FR

IEN

DL

Y T

RA

NS

PO

RT

AT

ION

108 | ONE CREATION

UNION PACIFIC

Pure player Country

Market Capitalisation

Revenues 2016 % environment

INVESTMENT

(CHF)

ENVIRONMENT

SOCIAL GOVERNANCE

COMMITMENT

RESTRICTIONS

None

CORPORATE RATING

C +

Quantity 3'090

Estimate 325'609

Acquisition cost

Book value 286'239

286'239

USA

91'157 Mio CHF

21.8 Mia USD

Large Cap

100 %

535- 8 %

0 %

47'4576 % / 19 %

91 %no

Union Pacific Corporation is one of the transportation company leaders in America. Its railroad division serves 23 American States, representing 2/3 of the territory. Its network provides critical links in the national and international value chain, allowing product delivery to be carried out in a reliable, effective, fuel efficient and environmentally friendly manner.

S TOCK PRICE

EVOLUT ION AND DIVIDEND

(since inception 06.2010)

Carbone Intensity (tonnes CO2e/Mios USD CA) Yearly GHG emission evolution% waste recycled

No of employees% Women / Management

% independent administrators CEO & President Duality

Global Compact Sustainability Report Member of CDP

LIST

ED C

OM

PAN

YE

CO

-FR

IEN

DL

Y T

RA

NS

PO

RT

AT

ION

109 | ONE CREATION

DEPsys

Country

Share capital

INVESTMENT

(CHF)

Switzerland, Yverdon

100'400 CHF

DEPsys is a Swiss start-up that has developped a "real time" evolutive platform for the control and the management of low-voltage grid. Their flagship product, the GridEye, is a modular solution desined for Smart Grid usage, equipped with sensors and smart actuators spread out the electrical network. The GridEye measures, quantify and communicate the data (alerts, defects, breaches, statistics, etc.) from the field.

Quantity 8'282

Acquisition cost

Book value 226'728

226'728

One-platform

A sample neighbourhood

equipped with the GridEye

UNLI

STED

CO

MPA

NY

EN

ER

GY

EF

FIC

IEN

CY

110 | ONE CREATION

G2E - GLASS 2 ENERGY

Country

Share capital

INVESTMENT

(CHF)

Switzerland, Villaz-St-Pierre

22'852'190 CHF

G2e is a Swiss company active in the design, engineering, manufacturing, marketing and sale of a new type of transparent and coloured solar cells.

The company produced solar cells base on the DSC (Dye Sensitized solar Cells) technology, which has been developped by Professor Michael Graetzel at the EPFL in Lausanne, Switzerland. This technology is often compared to a kind of articial photosynthesis. In order to replicate this photosynthesis, a chemical process is carried out, replacing the conventional use of silicium in solar cells. G2e has establised a unique manufacturing process which encapsulates the chemical component into glass. A major outcome of this technology is the BIPV (Building-integrated photovoltaic), namely the possibility to integrate the photovoltaic at the time of construction.

Quantity 18'090

Acquisition cost

Book value 180'900

262'610

Science Tower, Graz

The envelope of this building dedicated to science is constructed with the G2e solar modules. The architect's idea is to produce parts of the energy requirements while maintaining the facade transparence and thus aesthetic with the help of some 2000 solar modules. This project is currently under construction and shall be finished by third trimester 2017.

&UN

LIST

ED C

OM

PAN

YR

EN

EW

AB

LE

EN

ER

GIE

SE

NV

IRO

NM

EN

TA

LL

Y F

RIE

ND

LY

MA

TE

RIA

LS

111 | ONE CREATION

MCE-5 DEVELOPMENT

Country

Share capital

France, Lyon

1'655'851 EUR

MCE-5 is a French company active in the conception, manufacturing and marketing of automobile engines which optimise their yield, their performance and their pollutant emissions.

The company has developped a VCR technology (variable compression ratio) for car engines, that allows, among other things, to adapt the volume of the combustion chamber to the mass of gas present in it. It hence optimises the performance, the yield and reduces CO2 emissions.

Variable compression ratio VCRi Technology by MCE-5 DEVELOPMENT

INVESTMENT

(CHF)

Quantity 7'740

Acquisition cost

Book value 423'034

423'034

UNLI

STED

CO

MPA

NY

EN

ER

GY

EF

FIC

IEN

CY

EC

O-F

RIE

ND

LY

TR

AN

SP

OR

TA

TIO

N&

112 | ONE CREATION

Photovoltaique plant

Building Nestlé Entre deux Villes

230'555 CHF

98 kWp

Localisation

Acquisition cost

Power

Number of PV panels

Entry into service

377

September 2015

INFR

ASTR

UCTU

RER

EN

EW

AB

LE

EN

ER

GIE

S

113 | ONE CREATION

TYRE RECYCLING SOLUTION - TRS

Country

Share capital

INVESTMENT

(CHF)

Switzerland, Gland

725'721 CHF

TRS is a swiss company active in the tyre recycling. Its objective is to enhance the value of this type of waste by turning it back into a marketable and sustainable ressource.

In order to reach this target, the company has developped several patented technologies, covering every step of the recycling process until the obtention of a raw material, namely, micronised and devulcanized rubber powder holding unique surface properties. This powder can subsequently be reintroduced into high-quality products.

Quantity 154'592

Acquisition cost

Book value 580'005

580'005

UNLI

STED

CO

MPA

NY

EN

VIR

ON

ME

NT

AL

CH

EM

IST

RY

W

AS

TE

MA

NA

GE

ME

NT

&

115

FINANCIAL STATEMENTS

BALANCE SHEET AT 31 DECEMBER 2016 (with 2015 comparative figures) (expressed in CHF)

ASSETS

Notes 2016 2015 

Cash  4  3,428,532  3,982,664 

Prepaid expenses     60,356    _  38,046 

Total current assets  3,488,888  4,020,710 

NON‐CURRENT ASSETS 

Marketable securities, net  5/12  5,658,403  4,445,396 

Investments  6  1,391,224  890,672 

Convertible loans  7  19,445  150,020 

Investment in infrastructures     226,553         ‐ 

Total non‐current assets  7,295,625  5,486,088 

TOTAL ASSETS  10,784,513  9,506,798 

LIABILITIES 

CURRENT LIABILITIES 

Other current liabilities  28,254  10,428 

Accrued expenses and short‐term provisions 81,914     90,666 

Total current liabilities     110,168     101,094 

Total liabilities     110,168     101,094 

EQUITY 

Share capital  8  10,210,000  9,120,000 

Legal reserve from profit allocation  59,921  32,151 

Retained earnings    407,424    253,553 

Total  equity  10,674,345  9,405,704 

TOTAL LIABILITIES  10,784,513 9,506,798 

116

PROFIT & LOSS STATEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 (with 2015 comparative figures) (expressed in CHF)

 Notes  2016  2015 

INCOME 

Income from securities  9  160,272  185,108 

Financial income  134  10 

Issuance commissions  33,000  30,600 

Capital gains on securities  563,867  713,048 

Infrastructure income    8,584    ‐ 

Total income  765,857  928,766 

EXPENDITURE 

Professionnal fees  10  173,099  72,922 

Banking charges and interest  45,586  37,945 

Stamp duty  11,000  10,200 

Amortization in incorporation costs  ‐  62,100 

Capital loss on securities  6,011  429,995 

Infrastructure operating expenses   1,640  ‐ 

Depreciation of infrastructure       4,003     ‐ 

Total expenditure  241,339  613,162 

Annual profit before wax  524,518  315,604 

Income and capital taxes     117,878  67,907 

ANNUAL PROFIT  406,641 247,697   

RETAINED EARNINGS, at beginning of  253,553 321,507   

Dividend  (228,000)    (283,500) 

Attribution à la réserve légale issue du bénéfice  (24,770)   (32,151)   

RETAINED EARNINGS, at end of year     407,424   253,553 

  117  

NOTES

FOR FINANCIAL YEAR ENDED 31 DECEMBER 2016

(with 2015 comparative figures) (expressed in CHF)

1. GENERAL

The Cooperative 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 financial statements are presented in accordance with the provisions of the Swiss Code of Obligations. The Board of Directors applied the new accounting law with effect from the financial year beginning on 1 January 2015. To facilitate comparison, the figures for the previous financial year have been adjusted to comply with the requirements of the new accounting law. Only the annual financial statements approved by the General Meeting are legally binding. 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 appli-cable. Investment in infrastructures – Infrastructures are stated in the balance sheet at their acquisition value, after deducting depreciation commanded by circumstances. Depreciation is determined over the foreseeable lifetime of the installations of 24 years and calculated by the straight line method.

3. NUMBER OF STAFF

The Company has no employee.

4. CASH

Cash amounts to CHF 3,428,532 (2015 – CHF 3,982,664). Dividends received, part of the proceeds from sales as well as part of the share capital are invested in money market funds of daily liquidity waiting for future investments

5. MARKETABLE SECURITIES, NET

  2016  2015 

Listed securities at acquisition cost 

Provision for capital losses 

5,884,229 

(225,826) 

4,854,343 

(408,947) 

Marketable securities, net  5,658,403  4,445,396 

  118  

6. INVESTMENTS

Quantity Company Holding & voting

right

Curren-cy

estimate

Fair value

Acquisition cost

Book value

 

Unlisted companies

7,740.00 MCE - 5 Develope-ment SA

< 1% CHF 423,034.58 423,034.58 423,034.58

  TOTAL   CHF 423,034.58 423,034.58 423,034.58  

Start-ups confirmed

18,090.00 G2e glass 2 energy SA

< 1% CHF 180,900.00 262,610.00 180,900.00

  TOTAL   CHF 180,900.00 262,610.00 180,900.00  

Start-ups early-stage

8,282.00 DEPsys SA 8.24%

CHF 226,728.00 226,728.00 226,728.00

154,592.00 Tyre Recycling Solutions SA

1,85%

CHF 580,005.68 580,005.68 580,005.68

4,961.00 Stevia Growers SA International SCA

< 1% CHF 1.00 121,646.52 1.00

  TOTAL   CHF 806,734.68 928,380.20 806,734.68  

TOTAL UNLISTED COMPANIES

CHF 1,410,669.26 1,614,024.78 1,410,669.26

 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. Its social capital amounts to EUR 1,642,104.

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 capital amounts to CHF 22,852,190.

DEPsys SA, is a Swiss technology enterprise created in 2012 which aims to become established as an opinion leader in the electricity market. It provides innovative solutions which enable traditional low voltage electricity grids to master the constraints of decentralised production of renewable energy sources such as photovoltaic installations or wind turbines as well as batteries. The share capital is CHF 100,400.

Tyre Recycling Solutions SA (TRS), Gland, Vaud, is active in the recycling of used tyres. The three components of the tyre, i.e. fibres, metal and rubber, are separated by water spray. The recovered metal is sold as scrap and the fibres for insulation uses. The rubber for its part is reduced to the state of micronized powder and devulcanized with unique surface properties which enable it to be reincorporated into high quality products. Created in 2013, its share capital is CHF 709,644.

Stevia Growers SA International SCA, Luxembourg. ONE CREATION’s Board of Directors decided to write down the investment at CHF 1.00. Financial investment commitments amounting to CHF 773,272 have been made as at 31 December 2016 for increases in existing or acquisitions of new investments. This amount will be paid up by tranche in 2017.

  119  

7. CONVERTIBLE LOANS

In December 2016 the company acquired 740 convertible bonds in the MCE Company – 5 Development SA (Note 6) for a sum of CHF 19,445 (EUR 17,778). The conversion of 1 bond into 1 share will be effected within a time limit of no more than 36 months. The convertible participation of CHF 150,020 as at 31 December 2015 acquired in G2e glass 2 energy SA was converted in 2016.

8. SHARE CAPITAL

The share capital is made up of 1,021 shares of CHF 10,000 (2015: 912 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:   

  2016    2015 

Miscellaneous fees  11’831    7’812 

General Meeting and marketing costs  31’159    46’110 

Audit and related services  16’160    19’000 

Advisory and operational management fees  55’331    ‐ 

Board of Directors fees  58'418    ‐ 

 Total 

  173’099 

    72’922 

 

  120  

11. CALCULATION OF SHARE VALUE

The value of a corporate share is calculated as follows:

  

Share capital 

2016 

 10'210’000 

2015 

 9'120’000 

Legal reserve from profit alloca‐

tion  Retained earnings 

56’921 

407'424 

32’151 

253’553 

Equity  10'674’345  9'405’704 

Number of shares recorded in the members, register  1021  912 

 Corporate share value 

  10'455 

  10’313 

 

12. EVENTS SINCE THE BALANCE SHEET REPORTING DATE

No significant event has occurred since the balance sheet date.

  121  

INVESTMENTS ON 31.12.2016

Quantity Description Currency AssessmentAcquisition

valueBook value

2'226 AIR LIQUIDE CHF 252'108.46 231'496.14 231'496.14

2'447 AIR PRODUCTS & CHEMICALS CHF 357'681.56 267'926.60 267'926.60

11'279 APPLIED MATERIALS CHF 369'924.29 213'700.15 213'700.15

1'547 AURUBIS CHF 90'879.02 77'776.54 77'776.54

28'294 AVENTRON CHF 240'499.00 250'245.20 240'499.00

2'580 BADGER METER CHF 96'889.66 42'346.83 42'346.83

38 BELIMO HOLDING CHF 116'964.00 74'865.38 74'865.38

1'626 CLARCOR CHF 136'288.69 85'983.87 85'983.87

5'149 COMPAGNIE DE SAINT-GOBAIN CHF 244'274.42 287'184.77 244'274.42

10'748 CSX CHF 392'489.61 276'286.06 276'286.06

3'485 DANAHER CHF 275'707.70 164'754.37 164'754.37

766 GEBERIT CHF 312'681.20 237'906.80 237'906.80

7'926 HALMA CHF 89'336.17 78'454.26 78'454.26

7'998 JOHNSON CONTROLS INTERNATIONAL CHF 334'823.93 273'264.90 273'264.90

5'482 JOHNSON MATTHEY CHF 219'067.53 181'824.68 181'824.68

4'943 KONINKLIJKE DSM CHF 301'823.71 288'330.74 288'330.74

22'000 KUBOTA CHF 319'862.60 270'864.84 270'864.84

5'400 KYOCERA CHF 273'485.26 244'885.19 244'885.19

102 LEM HOLDING CHF 97'104.00 62'503.02 62'503.02

5'800 MATSUDA SANGYO CHF 75'962.90 79'324.38 75'962.90

736 MAYR-MELNHOF KARTON CHF 79'451.12 77'366.49 77'366.49

17'268 NIBE INDUSTRIER 'B' CHF 138'708.78 94'984.45 94'984.45

2'210 PENTAIR CHF 125'940.71 75'604.21 75'604.21

6'311 RICARDO CHF 76'284.75 35'172.21 35'172.21

23'890 ROTORK CHF 72'365.62 58'639.28 58'639.28

21'929 RPS GROUP CHF 61'275.61 71'543.36 61'275.61

3'701 SCHNEIDER ELECTRIC CHF 262'288.35 268'955.02 262'288.35

150 SGS REG. CHF 310'800.00 274'110.14 274'110.14

1'420 SHIMANO CHF 226'935.40 141'696.37 141'696.37

5'267 SOLARWORLD CHF 13'731.55 165'342.98 13'731.55

93'900 SOUND GLOBAL CHF 36'681.59 37'943.60 36'681.59

2'789 SPECTRIS CHF 81'014.54 57'582.27 57'582.27

2'460 SWECO 'B' CHF 49'593.80 35'698.96 35'698.96

9'565 TOMRA SYSTEMS CHF 102'209.13 92'587.90 92'587.90

5'293 UMICORE CHF 307'250.87 269'234.78 269'234.78

3'090 UNION PACIFIC CHF 325'609.27 286'239.30 286'239.30

148'100 WASION GROUP HOLDINGS CHF 80'957.55 77'633.31 77'633.31

1'726 WATTS WATER TECHNOLGIES 'A' CHF 114'375.15 73'969.33 73'969.33

TOTAL CHF 7'063'327.50 5'884'228.68 5'658'402.79

  122  

PROPOSED APPROPRIATION OF

AVAILABLE EARNINGS (expressed in CHF)

The Bord of Directors of ONE CREATION proposes to allocate the available earnings as at 31 December 2016, amounting to CHF 407,424, as follows:

- Allocation to legal reserve from profit allocation 40’664

- Dividend 366’539

- Balance carried forward 221

Total 407’424

  123  

  124  

  125  

OUTLOOK As this annual report clearly shows, the positioning of the participations acquired is diver-sified. Participations at all stages of development permit a better optimisation of risk. 2017 will be used to pursue a broader interest in “Private Equity” companies. The idea of integrating infrastructures is part of the determination to create recurring income and gain access to cash flow in order to serve a dividend. The first step taken enabled ONE CREATION to be positioned on a market which is becoming increasingly competitive and mature. It also opened a number of doors enabling the network of vehi-cles for the acquisition of participations to be extended; this will be strengthened through-out the year. The completion of a third financial year enabling a dividend to be paid opens several doors to welcome new associates. The ONE CREATION Management also reflects the need to extend the range of investments in the economic sectors concerned and in an ongoing endeavour to strike a balance between unlisted and listed participations. That emphasis has always been the order of the day, while the increase in our equity capital enables the search for optimum yield/risk/valuation and acquired assets to be better adapted on a continuous basis. ONE CREATION Cooperative adopts a positioning which is set to grow and several channels of recognition and visibility are being exploited. Priority is being given to exhibi-tions, projects providing an opening at the level of new potential acquisitions of participa-tions and visibility to welcome new associates. The Management sets up communication via the social networks which are becoming increasingly important. They create visibility which can no longer be disregarded. This action takes place in a framework of targeted communication of information which circu-lates and must always be in phase with the Cooperative’s aim. The Internet site must be revised in the light of the latest technologies. A new development will be set up to enter the era of ONE CREATION 3.0 and so increase visibility, intercon-nection, a welcome for new associates and increasingly transparent information for the market. The qualification for B Corp certification is yet another step in our cultivation of transpar-ency; all the potentials held out by this new development will be evaluated and taken on board as a growth lever.  

  126  

CONCEPT

THE COOPERATIVE: A MODEL OF INDEPENDENCE, GOVERNANCE AND SOLIDARITY FOR MEMBERS

ONE CREATION is a cooperative model that reconciles independence, solidarity and governance. Both individual interests and collective interests are incorporated into the values of the Cooperative, the continuity of which benefits all actors. The individual commitment of each member contributes to the collective engagement which provides a guarantee of success and the healthy development of society in general. Article 2 of the Articles of Association, entitled "Purpose", makes provision for the in-volvement of members in stipulating that ONE CREATION shall pursue principally the aim of promoting or guaranteeing, through common action the economic interests determined by its members, and stipulates that the Cooperative aims to demonstrate that it is by all means possible, through joint action, to engage in economic activity from a social perspective rooted in solidarity, promoting economic development and the crea-tion of businesses. INDEPENDENCE OF MEMBERS

The general members' meeting is the supreme governing body in accordance with Article 12 of the Articles of Association. During a general meeting, any member may submit one or more proposals to be placed on the agenda for the following meeting, provided that they are supported by five mem-bers. In addition, an extraordinary general meeting may be called if at least one tenth of the members submit a request in writing to the board of directors for one to be called, stating the matters to be placed on the agenda. EQUITY AND GOOD GOVERNANCE IN THE GENERAL MEETING

For the purpose of the exercise of voting rights, a single investment represents one vote in the general meeting, irrespective of the amount invested, which guarantees full equity be- tween the members. Moreover, a member may represent up to a maximum of two members, including him- or herself. The allocation of the net profit is regulated in Article 29 of the Articles of Association. This specifies that the allocation of the residual amount after distribution of 12% of the share capital shall be left to the assessment of the general meeting, acting upon a proposal by the Board of Directors.

  127  

SOLIDARITY AND PROACTIVITY IN A TOTALLY INTERCONNECTED NETWORK

The level of involvement of the member in the cooperative, whether globally or more spe-cifically within the choice of unlisted investments, is essential (within the limits laid down in the Articles of Association [and] statutory responsibility) and represents one of the very foundations for the philosophy and values of ONE CREATION. Furthermore, within the approach of a cooperative, each cooperative share is considered as a co-ownership interest and not as that of a co-investor. By extension, the member is con- fronted with the same philosophy. In effect, by virtue of his or her status as a mem-ber, he or she is a stakeholder who is fully integrated into the interconnected network developed by the cooperative, in the sense that there is a real and proactive exchange of ideas with members, the Management and the Board of Directors. In concrete terms, this means that a member may at any time propose unlisted companies in which ONE CREATION may be interested in investing. All proposals are then analysed by the man-agement and submitted to the Board of Directors for decision.

AN EFFICIENT AND SUSTAINABLE RISK MANAGEMENT OF HOLDING ACQUISITIONS One of the questions that is often raised by members and persons/entities that con-sider ONE CREATION Cooperative as an opportunity for sustainable investment is that relating to risk management. We refer here to Article 6 of the Articles of Association concerning in particular coopera-tive shares, which provides that "The cooperative company shall, following subscrip-tion and upon condition of payment up in full, issue cooperative shares of CHF 10,000.00 each (…)". The corollary of subscription is repayment, regulated by Article 9 of the Articles of Association which provides that "In the event of voluntary withdrawal or death, the Board of Directors shall decide on the value of the cooperative shares to be repaid. The calculation of the value shall be based on the net wealth reported in the balance sheet at the time of death or withdrawal, excluding any reserves. However, re-payment cannot exceed the total nominal value of the cooperative shares in question." Between these two "actions" the cooperative share is subject to the risk of fluctuation inherent within its development. PRESERVING NOMINAL VALUE AND ASSURING THE GENERATION OF AN EFFECTIVE YIELD FOR MEMBERS

The repayment value cannot exceed the total nominal value of the subscription (i.e. CHF 10,000.00). This specific rule vests the cooperative with the capacity to grow its assets over the long term, a horizon which an investor must take into account. However, ONE CREATION cannot create excessive reserves that could be detrimental to its mem-bers.

 

  128  

The value of a cooperative share is comprised of four elements, as set out in the graph on page 1. When taken together, these provide efficient risk management in order to preserve the nominal value of the shares and to ensure growth and the generation of an effective yield for members. One of the objectives is to ensure continued existence over the long term and to be able to grow in relation to the target economic sectors. A RESERVE AS A DEGREE OF SUPPLEMENTARY SECURITY FOR PROTECTING SHARE CAPITAL

The value of each cooperative share is accounted for either at its acquisition price or, if lower, at its market price. For this reason, any increase in the acquisition price ena-bles an unrealised reserve to be created, which contributes to reinforcing their nominal value. This reserve is comprised of the following two elements: 1. The difference resulting from the increase in the market prices of listed shareholdings

compared to the balance sheet value according to Article 9 of the Articles of Associa-tion;

2. A share of the profits resulting from sales of investments. In effect, a specific weighting

is determined for each shareholding in order to guarantee a balance between in-vestments and to avoid having any dominant position. If the price exceeds this equilib-rium value, part of the position is sold. According to the specific needs necessary for the development of as stable a nominal value as possible, the proceeds of sales are then allocated to the reserve. The portion that is not necessary for this regulatory factor is made available to the members according to the rules laid down in the Arti-cles of Association. The same applies in relation to unlisted investments that need to be realised.

If the capital is recovered in full, any excess amount will constitute the pre-tax distributa-ble portion according to Article 29 of the Articles of Association entitled "Allocation of profits". This Article stipulates in particular that "(...) at least 10% shall be allocated to the legal reserve pursuant to Article 860(1) of the Swiss Code of Obligations until it has reached a minimum amount of five percent of the share capital (…)". This provision completes the risk management measures in order to cover the share capital. Other-wise, once this allocation has been made, the balance will be available to pay a dividend.

A RESERVE AS A DEGREE OF SUPPLEMENTARY SECURITY FOR PROTECTING SHARE CAPITAL

On account of the cumulative effect of the elements defined above, the adoption of shareholdings bringing growth in the share capital of members entering into or com-pleting an existing position, the higher the level of the reserve, the more it will be possi-ble to complete operations relating to venture capital, capital expansion, leverage oppor-tunities or LBO and Private Equity capital return. Otherwise, listed securities, which dis-tribute economic returns, favour the growth of current and future shareholdings. This process means that it is possible at any time to receive new members and to enable existing members to increase their investment in the Cooperative.

 

  129  

Ultimately, if a dividend is to be distributed, the Board of Directors may favour periods of stability for investing members in order to maintain the potential for distributing the dividend and thereby to provide ONE CREATION with a positive dynamic for value creation and good governance.

PRIVATE EQUITY STRATEGY Private Equity, also known as development capital, meets the need for unlisted invest-ment capacity to be made available to the economy in the form of equity capital for private companies to finance their development, conversion and/or expansion. Private equity is provided in several phases ranging from risk capital (or venture capital) through various stages of development which permit investments in the creation and development of start-ups focused on innovation, development capital or expansion capi-tal. The following chart shows the different stages of intervention in Private equity.

Unlike the situation in listed companies, private equity participations are made with a view to retaining the investment in the targeted enterprises until the investment objectives have been met. A commitment of this kind can be spread over periods of 3 to 8 years or more before obtaining a significant return on investment or earning effective yields in the shape of dividends. The duration of remuneration in relation to the committed capital will depend on the stage of development at the time when the capital contribution was made. Integration of private equity participations into the development strategy of ONE CREA-TION enables companies which are pure players to be targeted, so strengthening the

yLBO / Growth

Growth capital

Venture capital

Business Angels Incu-

bator

Friends and family

Rapid growth Development Maturity and sell t

Gro

wth

/ N

eed

for

fund

ing

 

  130  

positions acquired by partners in technologies and activities in phase with the corporate objective. This also enables the portfolio of participations to be diversified and the oppor-tunity for obtaining attractive yields in the medium and long term increased. One consid-eration of private equity is based on more stable growth of the portfolio in relation to fluctuations of the financial markets for listed securities. These two elements are com-bined by ONE CREATION in its long-term development strategy. The following table shows the effective level of an investment in private equity.

120%

100%

80%

60%

40%

20%

0%

-20%

-40%

Commitment Capital call Distributions

Cash flow net accumulated

The commitment represents an investor’s decision to participate in the capital of a compa-ny and in its economic development over a given period. The company will call upon all or part of that commitment for a period of varying length. This commitment will be made to a number of companies in which investments are feasible using the available financial resources for a given period of ten years with an extension for not more than two years in the case of collective legal structures. Successive divestments will then be made (distributions) after a number of years, de-pending on the stage of development at which the contributions were made. After an average duration of just under six years the investor should recoup his initial capital and then benefit from a return on the investment over the last four to six years. However, the notion of a “vintage” must be taken into account.  For collective structures the commitment can in fact only be made for a given period having regard to the constraints of the planned liquidation of the private equity legal structure created specifically for this form of investment. In the particular case of ONE CREATION, the partner is committed only in the amount of the subscribed shares and the cooperative benefits from a continuous commitment over an indefinite period of time. Vintages follow one another so offering a different risk dilution than in the case of solu-tions of the open/closed funds type.

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Moreover, the combination with listed securities offers a mixed diversification of the ac-quired participations, so reducing the range of fluctuations of the nominal value of a share pursuant to the rules specific to the cooperative. Sustainability is built up through the twofold commitment to listed and unlisted securities or alternating private equity depend-ing on whether the financial markets or the economic development are growing or declining. Each profit taken in the shape of a dividend is acquired in its entirety (100%) for the development of the cooperative and the remuneration of the partner. 50% of any capital gain which is made will be added to this amount by a decision of the Board of Directors at this stage. ONE CREATION can therefore take a position at every stage of economic development at any time; that corresponds to its priority strategy with a search for a medium to long-term yield. The possibility cannot be ruled out of having to take profits in the light of the need to preserve capital, reduce the risk of nominal value fluctuation, diversify acquired participations and achieve a sustainable yield for the payment of dividends to the part-ners. A commitment to the cooperative permits diversification of volatility for an investor who is on the lookout for innovative alternatives which nevertheless respect the develop-ment of a sustainable real economy.

THE ADVANTAGE OF ONE CREATION OVER A PRIVATE EQUITY FUND  A CONTINUOUSLY OPEN LEGAL STRUCTURE A private equity fund works on the open or closed end fund principle; this means firstly that an interested person must make a commitment to subscribe a certain amount of capital to a specific legal structure over a given period of time. This capital will have to be paid up over a specified period. Secondly, investments made in companies by the fund must of necessity be possible over a specific period because after ten years have elapsed, which may be ex- tended to twelve years, the legal structure will have to be liquidated. The shareholder or investor is confronted with a risk arising from the subscription period or the launch of the investment, sometimes at less favorable junctures in the economic cycle. In this connection, reference is sometimes made to a “vintage year”. Since ONE CREATION works continuously, participation can be taken at any time and increased at the investor’s discretion.

NO “VINTAGE YEAR” EFFECT These introductory remarks lead on to comparative risk dilution benchmarks in favour of the cooperative. Since the notion of the “vintage year” does not apply, ONE CREATION is an aggregate of different cyclical development periods and can therefore spread its commitments by alternating between extremely favorable and less favorable periods without neglecting the need to take efficient participations,

 

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regardless of the economic trend at any point in time. This also means that when participation has been acquired in a particular company, the latter may need new capital over a period of several years. When a fund approaching the end of its lifetime is confronted with a request for an increase in capital, a new financial product may be created; the participation may then be sold by the first structure and hosted by the second. What objective value is applied on departure from the fund or when joining it? After all, an investor may not be inclined to follow a new development. With ONE CREATION, this effect (which adds further costs) does not occur because the co-operative can continuously adjust its registered capital.

ESTABLISHED LIQUIDITY Liquidity of the “investment” is often a relevant issue for persons wishing to join the co-operative. In a private equity fund, a firm and irrevocable commitment must be made. The fact that unspecified sums may have to be paid up over a period of three to five years must be borne in mind. This in turn implies that the investor must plan withdrawals whose duration and amplitude are both undefined. A subscription may be required at an inconvenient time but remains a commitment that must be respected. With ONE CREATION, the amount is paid up immediately and dedicated to the aim defined in the articles of association. We would point out at this stage that in a pri-vate equity fund returns on the investment are spread over the life cycle of the legal structure. The first returns may be regarded as redemption of the invested capital while the profit on the transaction may appear after several years or, depending on the vintage, there may be no profit at all. Less commonly, the capital which is redeemed may even fall short of the initial commitment. In the case of a cooperative, there may be years with no yield since the global risk management tends to create the framework conditions needed to develop a recurring yield to be paid to the associates in the shape of regular dividends. And redemption of a share may be requested at any time at its economic value, subject to a maximum of its nominal value. The application of Article 9 of the Articles of Association in this matter is reserved; it makes provision for deferral for a maximum of three years to guarantee the most positive possible balance sheet and so give the associate the benefit of the highest possible financial value if this falls short of the nominal value. OPTIMUM MANAGEMENT OF THE LIQUIDITY RISK

The ONE CREATION development model enables the redemption risk of shares to which the investor has subscribed to be managed effectively, always based on a working method in phase with a structured evolution. The participations are in fact taken in both listed and unlisted companies with established income and in companies which are being incorporated, in the process of development or expansion. This specific char-acteristic means that the level invested in listed companies provides a short-term li-quidity potential, 92% to 95% of the current commitments being at 48 hours for the component of listed participations which represents 71% of the total capital to date. This makes for very great flexibility and any redemption does not interfere with the global management of the development risk of the cooperative’s capital while safe-guarding the value of the assets held by the remaining associates.

 

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CONTROLLED MANAGEMENT EXPENSES

Finally, the management costs of ONE CREATION amount to the costs incurred for effec-tive management (fixed amounts only; no success fees), the Board of Directors, securities custody and brokerage and similar fees on transactions, audit costs and costs linked to the development of the company. The latter will be written down when, pursuant to Article 7 of the Articles of Association, sums are available on the issue commission account to cover these costs. This represents solidarity between the existing associates who have permitted the development achieved to date and the new associates who contribute to sustainable development of the cooperative. There is no equivalent in a private equity fund. If we consider the level of costs referred to above and the tax imposed on the profit, the overall sum is nearly 50% lower than the management costs incurred for a private equity fund. This does not even take account of the fiscal harmonisation which will reduce the tax impact and the future development of the corporate assets. We have examined a ONE CREATION relationship versus a private equity fund and not versus a fund of funds which involves a different approach for an investor and cumulative costs. ONE CREATION is by definition a specific structure which takes on board certain specific features of private equity in its own right, but differs in more than one respect from its “peers”.

 

 

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ECONOMIC SECTORS WHICH ARE ELIGIBLE FOR ACQUISITION OF PARTICIPATIONS

As we are frequently confronted with the need to choose economic sectors that are eligible for the acquisition of participations, we believe it is useful to clarify this notion. ONE CREATION uses the OECD definition of eco industries to determine the nature of an environmental technology: “All activities which produce goods and services designed to measure, prevent, limit or correct damage to the environment involving water, air or ground and problems relating to waste materials, noise and eco systems”. The term “environmental technology” is a broad one and companies in various eco-nomic sectors may provide opportunities for potential investments. To belong to that universe, at least part of the activity of the companies concerned must be in one of the following sectors:

1. Renewable energies These represent a wide variety of branches whose activities do not deplete the re-source used for energy production. Domain: solar, biomass, wind, hydraulic, geothermal, marine.

2. Energy efficiency This sector groups together all the processes, products and services which enable

energy consumption to be reduced. Domain: buildings, industrial processes, energy storage.

3. New ecological materials Materials which, by their nature or particular function, enable existing more pol-

luting elements to be replaced. Domain: construction materials, various new packaging materials.

4. Environment chemistry This represents all the products, services and processes which enable environ-

mental impacts to be reduced by chemical engineering.

5. Environmental biology This represents all the products, services and processes which enable the envi-

ronmental impacts generated by human activities to be reduced by biological en-gineering.

6. Environmental consultancy

This represents all the management systems, tools and processes which enable particular activities to be optimised.

Domain: infrastructure, general engineering, management.

 

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7. Sustainable transport Means of travel causing low pollution or any other service or product enabling the environmental impact of population travel to be reduced. Domain: hybrid vehicles, electrical vehicles, ecological vehicle components, other

ecological means of transport such as cycling, rowing, trains. 8. Waste management

Environmental technologies used for waste management comprise all of the products, services and tools which enable waste to be recycled, energy to be generated from waste, waste production reduced or waste processed in such a way as to mitigate its impact on the environment.

Domain: waste storage, recycling/processing, collection. 9. Water management Environmental technologies in the field of water management enable water to be

managed in an effective and sustainable manner, e.g. desalination, distribution and treatment.

For the record, Article 2 of the Articles of Association entitled “Purpose” of the cooperative reads as follows: “The principal aim of the cooperative society is to promote or guarantee by joint action the particular economic interests of its members by facilitating applied research in the field of environmental protection and conservation of natural resources and support for the development of technologies which ensure economic progress respectful of nature. It may initiate and/or support any educational, creative, demonstrative or productive action which favours environmental conservation and its integration into responsible economic development, including the efforts of its own associates who are active in these fields to contribute to the progress of humankind in harmony with its environment. It in-tends to demonstrate by example that joint action can perfectly well practice a genuinely beneficial social economy based on solidarity while facilitating the integrated management of nature. As a function of its resources, it will extend its actions in the public interest to all third parties who are active in these fields and share the same philosophy. To that end, it may acquire and/or utilise all patents and licences and also take direct or indirect, minority or majority participations in all companies active both in Switzerland and elsewhere in environmental technologies with the ambition of ensuring the responsible accompaniment of the development of such companies. To that end, the cooperative may perform any commercial, financial or other transactions with a direct or indirect bearing on its purpose. The cooperative may buy or sell real properties in its own name or as a property company and acquire participations in companies which pursue a financial activity with a bearing on the attainment of its purpose”. It should be noted that, in the case of stock market listed securities, at least 20% of the turn-over of the companies concerned must have a positive impact on the environment, among other financial criteria. Laying emphasis on these values inherent in the companies enables those which have adopted an effective economic development model to be high-lighted.

 

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FINTECH – ONE CREATION A CONNECTED PARTICIPATORY FINANCING PLATFORM / CROWDFUNDING DID YOU SAY CROWDFUNDING?

Crowdfunding is a general term which covers various forms of financing. Crowddonating is directly involves a donation in favour of a project without any return for the investor. Another form is Crowdsupporting1, a type of participatory financing taking the form of a gift or pre- order. Crowdlending is a type of participatory financing in the form of a loan. Crowdinvesting involves a financial participation in return for a capital stake. Generally speaking, the term Crowdfunding refers to the financing of a project by a certain number of providers of funds (project backers)". The stakeholders, which are referred to in the jargon as the "crowd", finance the projects uploaded by those re-sponsible for the pro- jects, which in general propose them on a web-based platform (Crowdfunding-platform). If an investor is interested in a given project, he or she may seek financing on this platform.

THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY AMBUSH The Swiss Financial Market Supervisory Authority FINMA regularly publishes information files concerning the need to take care to ensure rigorous management and to comply with the legislation on money laundering. The authority states that it must also be noted that the sole fact of having publicly solicited funds can in itself be classified as activity subject to a requirement of authorisation according to the Swiss Banking Act2. These few comments enable us to appreciate that Crowdfunding must not be underesti-mated as an approach and that there are risks which it is important to appreciate fully. CROWDFUNDING, A NEW MODEL FOR FUND RAISING… WHAT ARE THE RISKS? Generally speaking, according to the commercial model, investors have various options for participating in Crowdfunding in accordance with their different embodiments as presented above. With regard to the Crowdinvesting form, which involves investments made with the expectation of a profit, repayment, a yield or an increase in value, it is essential to note that the person who finances a project directly bears the risk that the entire investment may be lost. As a general matter, the Crowdfunding platform is not responsible for any shortcomings by or for the insolvency of the project promoter3.

 

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Crowdfunding is becoming increasingly widespread because, within the current eco-nomic climate, the financing of business projects has become a real headache for most developments. Access to credit from the banking sector is complicated by the legislation and the rules of practice followed by banks. Access to new sources of financing has now become necessary in order for the economy both to develop and to evolve where growth is necessary in order to preserve jobs and for development in gen-eral, or in particular for various promising sectors such as anything relating to innovation in the area of human sciences and environmental technologies. The advent of the inter-net, along with access to a wider public, has resulted in a proliferation of solutions and methods for raising capital. Whilst the approach may be laudable, the fact remains that there is still a risk which is born in full by anyone who invests in a project. Indeed, this goes so far as to give rise to financial constructs (alternative products) proposing the pooling of risks, whilst operat-ing within a space that does not offer adequate protection to the investor. ONE CREATION, A DIVERSIFIED AND REMUNERATIVE CORWDFUNDING MODEL

ONE CREATION Cooperative has a legal status that is regulated by Title 29 of the Swiss Code of Obligations, entitled "The Cooperative", Articles 828 to 920 of which clarify, amongst other legal aspects, matters including but not limited to the acqui-sition of the status of member, the rights and obligations of members, the organisation of the company and liability. Although ONE CREATION is clearly a share issuing company, the fact remains that its mode of operation is fully aligned with the collective structures of Crowdinvesting. It proposes a participatory form of financing which is destined, according to its Articles of Association, as support for the development of technologies that can bring about economic progress whilst respecting nature, by holding direct or indirect, minority or majority shareholdings in all active companies in Switzerland and abroad operating in the area of environmental technology with the ambition of participating responsibly in the development of these companies. 1WHITE PAPER – Le Crowdfunding en Suisse 2015 – SWISS CROWDFUNDING ASSOCIATION 2FINMA Factsheet – Fiche d’information État 1er décembre 2014 – Crowdfunding (financement participatif) 3SCHELLENBERF WITTMER – Attorneys at law – April 2015 Newsletter – Le crowdfunding à l’aune du droit suisse – un bref aperçu

 

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An arrangement of this type endows it with a structured organisation and a form of man-agement that enables it to promote or guarantee, through common action, the specific economic interests of its members. A welcome development within the area of FinTech with a level of organisation and achievement which have been formalised over the course of almost eight years of research & development regarding the model. MORE THAN AN EXPERIENCE, AN ESTABLISHED FACT

Whilst past results do not provide any guarantee for the future, this is the case for any busi-ness, and over time it has been possible to establish, within different phases of the economic cycle, the risks and benefits associated with investment in ONE CREATION, and thus becoming involved in the economy as a committed actor.

A concept for investment in growth Growth has been anaemic for several quarters. Slowly but surely China is joining the ranks of the developed countries in terms of its economic and social development. Interest rates remain stubbornly low at a level which no longer enables significant yields to be achieved. Real property prices are still high measured against the remuneration which can be secured on this asset class by comparison with others. Oil is under pressure from anaemic demand and an undeclared war between producers all of whom are willing to maintain or step up production volumes and by doing so safeguard the income which they need to finance their social policy budgets. Agricultural commodities are also priced sharply lower because of very good harvests. In this environment the definition of an investment strategy is becoming increasingly complex. The financial markets are reporting wide value fluctuations, both up-ward and downward. That situation is creating a climate of uncertainty among inves-tors. This holds good for private investors whose strategy seeks to maintain the purchasing power of their accumulated wealth while pension funds are trying to enhance the valuation of financial investments so as to secure the capital sums needed to service pensions – to say nothing of all other types of investors who, for a variety of reasons, require access to multiple investment opportunities. Today pessimists and optimists are to be found in equal numbers, although the former are beginning to gain the upper hand in a short-term perspec-tive. For investors, the many different opinions that are being voiced tend to create uncertainty which is prejudicial to investment. Another interesting factor: depending on the particular region of the world, the stage of social and economic development and the investment culture, it is becoming increasingly difficult to take a long view and accept risks. In general, risk-taking is the foundation of economic development by steering capital to- wards innovation and private investment. Federal statistics for Switzerland in 2013 show the existence of 578,000 enterprises of which 384,000 are micro-enterprises with less than two full-time equivalent employees. Just 1,400 enterprises have 250 or more employees. Ac-

 

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cording to the latest available statistics our neighbor France has just under 3.1 million SMEs, including 3 million micro-enterprises and 5,243 medium-sized to big businesses. Although the statistical data does not enable the exact number of innovative enterprises to be determined, several European rankings do show that Switzerland regularly occupies the first place. However, compared to other European countries which are also well-positioned, the proportion of enterprises active in research and development, i.e. innovative, has been falling for some years. Costs seem to be one contributory factor to this decline. The directory www.startups.ch lists just under 2,537 entities. Concluding this review of the structure of enterprises in Switzerland, the number of listed companies has fallen to 275 against 419 in 2003 (AWP / 17.09.2014). These few figures show that investors are focussing a maximum of resources on listed com-panies which are fewer and fewer in number and becoming increasingly concentrated; at the same time, they are not a source of innovation and hence of future growth. Against this background, ongoing efforts to reduce the risk carried by investments inevitably lead to the payment of premiums associated with a lower yield, while also reducing the opportunities for economic development, the only contributory factor to growth which itself depends upon innovation. In line with these different developments, ONE CREATION has established itself as a "tool" for positioning in the current growth sectors of the economy that will have a positive impact on the future, with a clearly established model after more than five years of exist-ence. For the second year in a row, the Cooperative will be able to propose to the next general meeting the distribution of a dividend of just under 2.80%. Whilst this state of affairs does not provide any guarantee for the future, it nevertheless demonstrates that the promises made are fulfilled over time as targets that have been met. ONE CREATION forcefully engages with anything related to sustainable economic develop-ment by investing in listed, unlisted and start-up companies. This is a combination in which the search for a balance between the yield/risk ratio and innovation enables it to look to present and the future within various sectors of world growth. This development has been confirmed on international level, which is clear from the COP21, as mentioned above, and other private initiatives.

 

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56 QUESTIONS/ANSWERS, TO REMOVE ALL DOUBT ONE CREATION, Cooperative for Envi-ronmental 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, management 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 collec-tive 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 in-

strument? 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 solidarity

economy, or environmental and social transition dynamics. 3. Why choose ONE CREATION rather

than a financial instrument? 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 operat-ing, 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 inter-ests, for the company’s long-term viability in compliance with its corporate purpose. 4. How does ONE CREATION differ

from an existing financial 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 technologies, in accordance with its purpose. A financial instrument is not a company, nor an institution endowed with legal sta-tus. It is made up of contributions from investors who want to make collective investments. It is a contract; more specifi-cally a collective investment con- tract. 5. Why a cooperative rather than an

investment foundation (Swiss law)?

 

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An investment foundation is a legal struc-ture 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 coopera-tive’s objectives. A foundation is also re-strictive for the development of ONE CREATION since it is aimed solely at insti-tutions under Swiss law. ONE CREATION’s corporate purpose is not connected to collective management, or the private management of joint assets. It is a compa-ny 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 interac-tion 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 egalitarian in its decision-making rights, the Cooperative provides 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 chang-es in the world, two main sectors already appear as growth vectors: needs related 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 infra- structure. But the environment is a long-term growth sector which has real potential at both local and global levels. 9. What are environmental technolo-

gies? Technical and industrial applications of progress in scientific research which are expected to provide greater welfare in connection with the natural and human environment. The economic exploitation of such technologies endeavours to conciliate the economic and environmental aspects of sustainable development. 10. What is sustainable development? The widely accepted definition is the one provided by the United Nations 1987 Bruntland Report: “sustainable develop-ment meets current generations’ needs, without compromising the possibility for future generations of meeting their own needs.” Three sectors of action are gener-ally acknowledged: 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

 

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12. Does ONE CREATION apply exclu-sive criteria when selecting compa-nies?

For companies considered as "Pure" or "Mixed players", their activities must comply with the definition of environmental tech-nologies used by ONE CREATION and the sectors specified in question 12. For “Sup-port” 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 considered as excluding the company (oil exploitation, weapons, GMOs, etc.). In addition, when environ-mental benefits resulting from the technol-ogy are not certain in the long-term, or if such technology is currently controversial, the company will be classified as “Contro-versial.” The Board of Directors would therefore decide whether to take a holding in full knowledge of considerations in-volved. 13. Who can become a

ONE CREATION associate? Associate capacity is open to all legal entities or private individuals, trading com-panies or non- profit making organisations, pension funds, and 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 Direc-tors. 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 Association. The mini- mum number of shares sub-scribed to by an associate is one, with a maximum of 10 000 shares. A 1% federal tax and a 2% issue commis-sion are added to the price of each sub-scribed share. Use of the issue commission 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 eco-nomic 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 in ONE CREATION’s capital?

By payment of a dividend to associates. Surplus net profits can be entirely redistrib-uted. There is no inventory value, except for an exit which must be financed, insofar as the asset value does not cover the share capi-tal. A cooperative’s corporate share is always at its nominal value level, subject to negative economic corrections. 18. Are there enough listed companies in

the relevant sector to be entitled to expect sound and sustainable devel-opment?

Yes, stock market capitalisation by approx-imately fifty listed companies in environ-mental technologies is close on CHF 488 billion. With a share capital of several hundreds of millions of Swiss Francs, the diversification potential is significant on a short, medium and long-term buoyant

 

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market. And this does not take account of unlisted companies and start-ups’ poten-tial. 19. Can ONE CREATION’s results be

com- pared to a reference index (benchmark)?

No, for several reasons: a) ONE CREATION’s results lead to a

dividend payment or otherwise. This amount is finalised by the associates.

b) This is a trading company, not an investment fund or a financial instru-ment, with a specific purpose connect-ed to sustainable industrial economic development.

20. Does ONE CREATION have a char-

ter 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 high-est level of requirements in such matters. The charter’s economic, environmental and proper corporate governance standards are applicable to the Cooperative, subject to higher requirements that the Board of Directors may wish for. 21. What kind of active management has

ONE CREATION adopted? The cooperative intervenes as a holding company which acquires participations in companies whose activity can have/has a positive impact on the environment. In that sense, the cooperative is a company gov-erned by Articles 828 et seq. of the Swiss Code of Obligations.

That Article 828 reads as follows: “1 A cooperative is a corporate entity con-sisting of an unlimited number of persons or commercial enterprises who join together for the primary purpose of promoting or safeguarding the specific economic interests

of the society’s members by way of collec-tive self-help.

2 Cooperatives with a predetermined nom-inal capital are not permitted.”

We are therefore not engaged in a process of active management of the kind which takes place for investments made through investment funds and a clear distinction must be drawn between participations taken in listed and unlisted companies. On the basis of its stated corporate purpose, ONE CREATION manages the participations acquired by it in a long-term perspective.

In the case of listed companies, the empha-sis is placed on economic entities which have shown their ability over a given period to generate stable to rising profits and proved able to distribute a dividend with a potential for growth of their contribution to sustainable development measured in terms of turnover. There are no geographical restrictions or limits on stock market capital-isation, except for reasons of risk manage-ment and to allow for the impact of stock market movements on assets and mainte-nance of the long-term valuation of the participations; very stringent criteria are applied to track and increase the participa-tions held. Similarly, it is vital for the weight of each entity in the portfolio to respect a relative ratio between the different partici-pations with none of them becoming domi-nant. A low level of 50% of the corporate assets in liquidation value is applied to companies of this type. For unlisted companies, the management targets entities at the different stages of economic development. We had occasion to develop the principles applied in a previ-ous edition of NEWS www.onecreation.org. A reservation criteria is applied to the level of each participation, i.e. a company which meets all the criteria of excellence shall not

 

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exceed when it is acquired one-twentieth of the total corporate assets stated at their liquidation value at the time of joining the company. This implies the application of lower equivalent values, so diversifying the portfolio of participations in unlisted com-panies. This also means that ONE CREA-TION includes in its development, capaci-ties for further investments in the same companies depending on the trend in the number of new associates. In that perspec-tive, a participation in MCE-5 can be in-creased automatically on favourable terms by a multiple of twice the initial investment. For these companies several highly diversi-fied dossiers are being reviewed and repre-sent in each case an extension of the eco-nomic sectors considered and also an increase in the number of participations which strengthen the diversification of the overall corporate assets and optimise the return on investment.

As to that return on investment, each partic-ipation acquired has its own calendar for evolution because the management em-phasises entities that are capable of gener-ating long-term dividends without excluding the possibility that some companies may be bought up or acquire a stock market listing that will bring about a substantial improve-ment of the economic substance of the assets held by the associates through their shares. 22. What qualifications does ONE

CREATION rely on to be 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.

23. What are the technical skills used for?

The Cooperative groups the highest num-ber of technical skills possible. These are both individuals and academic, scientific and technical institutions. Therefore ONE CREATION has quicker access to the best authorised opinions in such matters, in particular in the classification of start-up companies or when doubts exist as regards the technology’s specificity. 24. What are the advantages of taking

part in ONE CREATION? Below are the nine main advantages: - Having a repeated and increasing eco-

nomic 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”.

25. What type of network does ONE

CREATION focus on? The ONE CREATION Cooperative's main aim is to encourage and guarantee, via joint action, its associates’ interests in developing technologies which ensure economic progress, respect the environ-ment and civil society. Accordingly, it sets up business networks with listed and unlist-ed companies connected to the environ-mental technologies’ field, both in Switzer-land and abroad, in any grouping of inter-

 

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ests leading to being in line with research on such subjects at international level. 26. What information can associates

access? Apart from customary legal reports, the various holdings are permanently accessi-ble for associates on the internet. In addi-tion, specific information on the companies is available within the limits of legal stand-ards. 27. Can pension funds legally take part

in ONE CREATION? 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 acquisi-tion of participations which respects the principles of appropriate risk spreading. Sums available for routine management and payment of a dividend are not subject to speculation by investment on the finan-cial 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. 28. How to be sure that crossed- share-

holdings do not create conflict of in-terests within ONE CREATION?

General Meeting decisions are taken by an absolute majority of votes, subject to spe-cific provisions stipulated in the Articles of Association. In accordance with the said Articles of Association, the General Meet-ing is responsible for electing members of the Board of Directors and therefore pro-tecting itself against conflict of interests within the Board. As Board of Directors’ decisions are taken entirely independently 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. 29. At which geographic level is ONE

CREATION located? Although the Cooperative is legally located in Switzerland, the initial objective is to have globally diversified holdings in ac-cordance with the specified rules. 30. How to exit unlisted projects which

failed to reach expectations? This type of event mainly relates to start-up companies. If such a case arises, the ac-quisition 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. 31. Can holdings be performed for a

public share buy-back? Yes, in theory. ONE CREATION’s philosophy is to pre-serve assets. Within the limits of its re-sources and policy, it could support a share buy-back or a stock market with-drawal operation for a listed company which lacks the necessary liquidities. 32. How are unlisted assets valued? Start-up companies are assessed according to market standards. Unlisted companies are assessed according to capitalisation paid when taking the holding, subject to a reduction in such value if convincing items make this necessary. 33. What would happen if all of ONE

CREATION’s holdings simultaneously lost a significant percentage of their value and that the relevant compa-nies no longer paid their dividend?

The Cooperative would cease dividends’

 

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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. 34. What risks are associated with ONE

CREATION’s activity? The main risk is markets’ evolution and their influence on listed securities. Second-ly, 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. 35. Does a premium exist to protect

associates’ assets in view of new fund contributions?

No. All investments are only performed for the purpose of reaching the Cooperative’s target and preserving share capital. To do this, according to available financial ca-pacities, 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 associates. 36. How does ONE CREATION share

capital take inflation into account? As the market takes inflation into account; collected dividends must correspond to all parameters which define economic devel-opment (growth, inflation, currencies, etc.). 37. 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 exist-ing facilities. Secondly, publication of the Annual Report and periodical information will, in principle, take place electronically.

The carbon balance assessment will be included in the Annual Report as soon as the capacities and means are grouped. 38. 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 corporate governance action. ISO 14001 certifica-tion evidences a commitment in the field of environmental protection. Secondly, Man-agement has signed the PRI Principles for Responsible Investment which were set up by the main global investors with support from the United Nations. 39. Where are the corporate shares

acquired in ONE CREATION invested?

The objective is to obtain a distribution between listed securities, so a position and a dialogue with the major actors on the market can be established, and long-term yield developed. Unlisted securities to formalise a stable and potentially increas-ing yield and, in early stage and confirmed start-ups, to be part of the dynamics of the development of new technologies which have a positive impact on the environment and generate a total value for share capital development. 40. Who decides on the precise

strategic allocation of each asset cat-egory?

The holdings’ policy, strategic allocation in the different development stages and im-plementation are taken charge of by the Cooperative’s Board of Directors in associ-ation with Management, according to capital development and situational oppor-tunities. There is no optimised or ideal distribution. According to economic periods, one or the other solution shall be preferred.

 

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41. How will the share capital risk be covered?

The Cooperative is not an investment fund, or even a financial instrument. It is a com-pany with long-term holdings, commit-ments and support. Therefore, a risk hedg-ing 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. 42. What are the selection criteria for the

relevant assets? Specific criteria are allocated to each type of asset. For listed shares: Firstly, the long-lasting

financial stability of the company’s activi-ties, attractive returns and value en-hancement. Secondly, a classified expo-sure to environmental technologies as defined in the classification procedures.

For unlisted shares: Only companies

which pay a dividend are considered, insofar as part of their turnover results from the specified environmental tech-nologies, and where an intention of in-creasing development in compliance with the Cooperative’s aim is evidenced. They must present business and yield stability in the short, medium and long- term. In addition to these requirements, the com-pany’s debt situation must be sound, cer-tified by a credit analysis.

For start-ups, only companies which

operate exclusively in the specified envi-ronmental technologies are taken into

account. Classification is based on an analysis of the business plan, which must guarantee a substantial redistribution of profits in the final stages of value en-hancement development of approximate-ly CHF 1M during the set up stage, and a long-term partnership with the Cooper-ative. Technological know-how must be validated by outsourced third parties.

43. 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 con-nected 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 inno-vating companies with growth prospects amongst its holdings. 44. 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 appro-priateness of possibly issuing new corpo-rate shares, and also the admission of new associates or otherwise. 45. What decision-making authority does

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

 

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46. What in-company and outsourced skills does ONE CREATION have to successfully perform its financing for 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 ac-count publication requirements as listed companies, the said instruments are sup-plemented by a financial and strategic examination which is undertaken in ac-cordance with the analysis model for inter-nal 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 assess-ment is performed by Management that validates the business plan. On this basis, either the full Board of Directors or a selec-tion 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. 47. 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. 48. Why invest in start-ups if there is no

capital gain objective? The long-term objective is to stay in the capital of invested companies, listed or otherwise, insofar as they distribute a divi-

dend and that ONE CREATION’s share capital is not in danger. Different surveys evidence that a company which remunerates its shareholders via dividends has a sounder economic devel-opment. 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. 49. What advantages does ONE

CREATION have for supporting young companies?

Its networks of associates and business relations can facilitate synergies. It can look for and recommend experts to ac-company and advise these companies on their development in the framework of its capital holding. It can acquire patents and licences, or finance the latter in exchange for property rights. ONE CREATION’s commitment is not restricted in time, sub-ject 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. 50. What is the cash situation and terms

of withdrawal of one or more associ-ates?

Cash is at the level of 84% to 90%, availa-ble within 48 hours. Associates may relin-quish their holdings at any time, in part or in full.

The repayment of shares is specified in article 9 of the statutes, which stipulates that: “In the event of voluntary withdrawal or death, the Board of Directors decides the value of shares to be reimbursed. Cal-culation of the value is based on net worth as shown on the balance sheet on the date of death or withdrawal, excluding all re-

 

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serves. The reimbursement may not howev-er 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 company’s right to a fair indemnity is reserved.” If several associates ask to withdraw at the same time, paragraph 2, article 9 of the statutes may apply in particular. 51. 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 reserve: 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.-; withdrawal value: CHF 10,000.- 52. 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 established, according to the scale applicable on the reference date for the profit in question. Paid dividends are subject to anticipatory tax. 53. 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 as the share capital reaches CHF 20 million) = 1.5%

• Board of Directors fees • Bank interest and charges (including

brokerage and stock de- posits) • Auditor’s fees and related services • General Meeting and miscellaneous

costs (lawyers, third-party experts) 3. Fiscal costs:

1. 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 liquida-tion) to 12% (active fund of funds), and on average 6%. The Management of ONE CREATION charges no performance fee. 54. Why have an ISIN Code? The ISIN code does not permit direct sub-scription by electronic means like other funds. Subscriptions may only be made by submitting the subscription form duly com-pleted to the Management of ONE CREA-TION. 55. Who decides whether or not to pay a

dividend? In accordance with art.13, paragraph 4 of the statutes, a decision regarding the divi-dend 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). 56. 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.

 

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ARTICLES OF ASSOCIATION

Company name, registered office and object Article 1 – Company name, registered office and duration The following company is incorporated under the name ONE CREATION Coopérative1

being a Swiss-law société coopérative based in Vevey (VD), subject to the pre-sent Articles of Association and articles 828 et seq of the Swiss Code of Obliga-tions. It is incorporated for an indeterminate period. Article 2 – Object The principal aim of the company ONE CREATION Coopérative - standing for “Coopérative pour la Recherche Environnementale et l’Application des Technologies Induites de l’Ordre Naturel” (Cooperative for Environmental Research and Application of Technologies induced from the Natural Order) - is to further or safeguard, through common action, the specific economic interests of its members by facilitating applied research in the areas of protection of the environment and preservation of natural resources and by supporting technological development which is conducive to economic progress respectful of nature.2 It may initiate and/or support any educa-tive, creative, demonstrative or productive activity encouraging preservation of the environment and its integration in respon-sible economic development, including the

efforts of its own members active in the above fields, in order to contribute to the evolution of mankind in harmony with the environment. 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 pur-pose 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 tech-nology, with the aim of providing respon-sible support for the development of such enterprises. In this context the cooperative may carry out any commercial, financial or other transaction which is directly or indirectly related to its object. The cooperative may buy or sell immova-ble 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

 

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purpose, and by declaring uncondition-al acceptance of the present Articles. Each member must acquire at least one share in the cooperative 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 member-ship 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 reasona-ble 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 CREA-TION, 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 exclusion for good cause.

A member may only leave with effect from the end of a financial year, by giving notice to the Board of Directors at least six months in advance by registered letter or by electronic means, leaving no doubt as to the identity of, and the intent expressed by, the outgoing member.3

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

Share Capital Article 6 – Shares, amount, division, mandatory/optional shares and certifi-cates The cooperative company shall issue, upon subscription and after full payment, shares of CHF 10,000 each at the current par value. The company may issue new shares at any time on the same conditions. The shares shall be listed in the register of members kept by the Board of Directors. A member must retain a mandatory share at all times in order to be recognised as such. He may subscribe, acquire or hold optional shares up to a maximum of ten thousand shares per member. The company reserves the right to change the par value of the cooperative share either by increasing or by reducing (split-ting) that value. In the event of splitting, the resulting number of shares which exceeds ten thousand for any one member would nevertheless be duly recognized by a spe-cial indication in the register of members. The Board of Directors has authority to decide on any such change. Article 854 CO is reserved.

The company issues, in the name of each member, a certificate documenting mem-

 

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bership 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 Direc-tors. Such certificate is issued as eviden-tiary document only and under no cir-cumstances as a negotiable instrument. The Board of Directors shall ensure that the certificates correspond to the actual situation at all times and shall cancel or replace any certificates requiring amendment. 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 Directors, as a percentage of the share’s par value. The issue fee is intend-ed to cover the company’s incorpora-tion 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 h a v e been paid will not be transferred to the capital account but will be allocated to a special account intend-ed 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 uncondi-tional acceptance of these Articles, and will only be recognised as a member 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 con-cerning the admission o f 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 financial statements as of the date of death or withdrawal, with the exclusion of all reserves. How-ever, 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 reim-bursement if the company is showing a loss or is in a delicate financial situa-tion, taking into account present or future commitments made or to be made. The company’s right to an ade-quate 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 mem-bers to make supplementary contributions is hereby excluded.

Organisation of the company Article 11 – Organs of the company The organs of the cooperative are the fol-lowing:

 

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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 inalienable rights:

1. to adopt and amend the Articles of Association;

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

3. to approve the directors’ annual report;

4. to approve the annual financial state-ments (balance sheet and income statement) and decide on the allocation of the resulting profits, and in particular on the distribution 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 these Articles, and to re-solve on any proposals submitted to it by the Board of Directors;

7. to resolve upon the dissolution, mer-ger or conversion of the company.

Article 14 – Ordinary General Meeting The ordinary General Meeting shall be convened by the Board of Directors and, if necessary, by the auditors or liquida-tors. 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 registered 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 Gen-eral 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 sup-ported 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 includ-ed on the agenda. The Board of Directors will also be re-quired to call a meeting at the request of

 

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three members, if the company has less than thirty members. The extraordinary General Meeting will be called in accordance with the rules appli-cable to ordinary meetings. Article 16 – Quorum; chairman and secre-tary The General Meeting may discuss and pass resolutions if at least one-fifth of the total share capital is present or represent-ed, 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 secre-tary to take the minutes. Article 17 – Right to vote at the General Meeting Each member has the right to one vote in the General Meeting. The right to vote can be exercised through another member who must be in possession of a written proxy. A member can represent no more than two mem-bers including himself. Article 18 – Decisions and required majori-ties The General Meeting shall pass resolu-tions and elect company officers with the absolute majority of the votes cast, subject to the rules of law or provisions of these Articles to the contrary. The elec-tions and votes shall take place by show of hands. In the specific event of a tie, a second round of voting shall be

held immediately. If the second vote also results in a tie, and a decision must be taken immediately, the Chair-man shall have the casting vote. Article 19 – Special circumstances, quali-fied majorities, amendments to Articles of Association and dissolution A majority of three-quarters of all the members listed on the register of mem-bers is necessary for an amendment to the Articles of Association, or to order the dissolution 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 Management. 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, elected 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

 

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General Meeting for a three-year term and may be immediately re-elected.

Article 22 – Organisation, decisions and minutes The Board of Directors shall have autono-my of organisation and shall appoint a Chairman, a Vice-chairman and a Sec-retary. 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 deter-mining 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 Secre-tary 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 accord-ance 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 manage-

ment of the company and issue the necessary instructions, in particular by determining the general policy and types of authorised activity;

2. determine the company’s organisation;

3. approve its regulations; 4. determine the principles of accounting,

financial control and financial plan-ning;

5. exercise high-level surveillance of those persons charged with the running of the company to ensure that they re-spect the law, the present Articles, and company regulations;

6. prepare the accounts and draft the an-nual report;

7. define contractual relations with Man-agement;

8. approve fees paid to Management; 9. convene the General Meeting and

determine its agenda; 10. inform the courts in the case of over

indebtedness; 11. decide on any purchase or sale of prop-

erty or investment; 12. designate those persons authorised to

sign on behalf of the company and de-termine the method of signature, which on principle is the collective signature by two;

13. take any decision concerning shares, subject to mandatory legal powers of the General Meeting in this regard;

 

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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 the allocation of the “ONE CREATION support percentage” within the limits stipulated in Article 4 of these articles of association.

16. In general, the Board of Directors shall decide on any matter which is not reserved by law or under the present Articles to the General Meet-ing or another organ.

C. Management Article 25 – Management In accordance with article 898(1) of the Swiss Code of Obligations, the man-agement of the company’s affairs is entrusted to CONINCO Explorers in finance SA in accordance with the con-tractual provisions stipulated by the Board of Directors. Its duties and powers are determined in the management regula-tions. Management fees are determined 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’ meet-ing. D. The auditors

Article 26 –The auditors

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

accounts and directors’ report on same in accordance with generally accepted au-diting 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 Direc-tors in writing at least 14 days prior to the annual ordinary General Meeting. Article 27 – Governance and conflicts of interest Members of the Board of Directors, man-agement, the auditor and their respective personnel active in the affairs of the com-pany under the terms of the present statutes, must act with full knowledge of the facts, in good faith, and with all nec-essary due diligence and care, in the inter-est of the company 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 Directors 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.

 

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Where its decisions and proposals may affect different associates to varying ex-tents, 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 Janu-ary 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 fi-nancial year. The annual accounts must be drawn up in accordance with the law and the princi-ples of good accounting practice. At least ten days prior to the General Meeting the company's administration must file the annual accounts, directors' report and auditors' report at the coop-erative’s registered office. Article 29 – Allocation of profits After the amortisation, depreciation and other provisions considered necessary by the Board of Directors, the profits result-ing from the balance sheet shall be allo-cated as follows:

1. at least 10% to the legal reserve pursuant to article 860(1) of the Swiss Code of Obligations, until that reserve reaches a minimum of one-fifth of the share capital.

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

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

 a) 30% to the establishment of other

reserves to cover the risks on invest-ments;

b) an additional dividend to members up

to a maximum of 8% of the share capi-tal;

4. any residual amount will be allocated at

the discretion of the General Meeting, following the proposals of the Board of Directors.

Dissolution and liquidation of the co-operative 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 Gen-eral Meeting of members will have the power to allocate any surplus remaining over and above the nominal amount of share capital. Notices and communications Article 31 – Official medium of communica-tion The company’s publications shall be made in the Swiss Official Gazette of Commerce (FOSC). The Board of Direc-tors may decide to issue publications through other channels.

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Article 32 – Dispute resolution; forum

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

Article 33 – Effective date The present Articles were unanimously approved by the incorporating 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 respon-sible for completing all the required formal-ities in this regard.

Vevey, 7 June 2010/changed 20 March 2013 and 21 April 2016

ISIN CH0211420010

www.onecreation.org

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