Hapimag - shareholders with individual professional expertise have been helping the HFA to look through the long versions of the annual business reports of Hapimag AG benevolently and critically for years. They draw attention to peculiarities and peculiarities that prompted or prompted our shareholders' association to inquire at the respective general meeting.
The situation for us is as follows: Unfortunately, until recently, there were only evasive or even nebulous answers to questions; Information to shareholders and investors was refused.
A former (no longer working) CFO of an international company, shareholder K., criticized years ago an inexplicable loss of substance that was not understandable. Regrettably, his efforts to raise awareness of this imbalance and suggest a change in business policy through specialist discussions with those responsible for the company were unsuccessful. There was no willingness to talk. The comparative figures and series of figures he had worked on over several years indicated that the company was about to crash land in the near future, simply because its equity (in neutral terms) became lower.
Another absolutely critical view could culminate in the statement that equity has been squandered. This impression intensifies, especially since his reasoned, technically motivated informational discussions with the company management were negated by the latter.
The fact is that it is Hapimag equity decreased in 2005 from EUR 403,4 million to EUR 277,0 million in 2016.
Other Hapimag shareholders (former business economists, bankers, accountants) who helped or helped the HFA in the evaluation and assessment of the long versions of the annual business reports also indicated an almost irreversible financial imbalance.
Our shareholders' association also experienced the obviously recognizable unwillingness of the company management to get sufficient and comprehensive answers to the questions regarding the financial situation and the future of our company that are permitted under the Swiss Code of Obligations. In the general meetings (GV) there were evasive to almost snappy answers, conversations offered by the HFA simply remained unanswered.
Attempts by the HFA to bring about somewhat distant handling of the figures and data presented by Hapimag as annual results in the Hapimag shareholder community were answered by the company with warnings and even lawsuits against the HFA.
The HFA took up the suggestion and determination of shareholder K. to obtain information about a special audit and sought the necessary legal representation by a Swiss lawyer.
The fact is, KPMG has been auditing the company for almost 20 years, even though professional associations of accountants recommend changing every seven years.
(Note: Through an amendment to the statutes initiated by the HFA in the 2018 AGM, we have achieved that the auditing company will have to change at least every seven years in the future.)
The HFA repeatedly receives contributions and comments from shareholders, who assume that the company, which is actually healthy, should or should have had irregularities that caused today's difficult situation.
Based on this starting point, the HFA, as a fan of the Hapimag idea, asked shareholders for support to include the question in the Hapimag General Assembly (AGM) 2018 agenda whether a special audit should be carried out.
If shareholders demonstrate a nominal capital of at least 1 million Swiss francs, such an agenda item must be included. Hapimag shares have a par value of CHF 100 or CHF 200. The value of 1 million Swiss francs for inclusion in the daily schedule was not only achieved, but considerably exceeded.
When voting on a special examination, the questionnaire submitted by the Swiss lawyer of the HFA received a sufficient majority in the AGM.
This is certainly also to be understood as an order to our community of shareholders to bring about a legally secure clarification.
A further vote initiated by the chair of the meeting was held on the in-depth questions on the issues mentioned, which received a voting weight of voting capital of CHF 3.904.000, but unfortunately did not result in a majority vote.
The aim of a special examination is to clarify whether the current difficult situation of the company (also in the financial area) has arisen solely due to wrong business decisions or whether the conspiracy theories that persist as rumors have a real background.
These rumors are fueled, among other things, because the requests made by the HFA to change the auditing and auditing company for many years have not been taken into account.
If a mistake can prove wrong business decisions, what would be the legal consequences? Compensation obligation?
If legal misconduct can be proven by a special audit, can criminal consequences and damages be consequently expected?
Who may have personal responsibilities?
Will possible consequences help the future of the company?
The intention of this initiative of the HFA - Hapimag Holiday Club for Shareholders can be formulated as follows: Open information for shareholders - The real losses of the past 10 years must be clearly disclosed for all shareholders (equity, capital reserves, etc.).
The leadership has denied or downplayed the losses every time. Year by year, some of the Hapimag Group's positive key figures were presented, while Hapimag AG reported losses and equity was reduced.
The whitewashing with which the annual accounts with “positive key figures” were submitted must be ended. In future, the shareholders of Hapimag AG must be truthfully, adequately and extensively informed about the financial situation of their stock corporation and not only with “positive key figures” from a Hapimag group without any legal personality.
The fact is: Despite the “positive key figures” for the Hapimag Group in recent years, the financial situation of Hapimag Aktiengesellschaft deteriorated.
In addition, the current corporate strategy (including the financial / investment planning) must be disclosed and clarified whether corrections to it or have to be made as a result of the special audit; if yes, which?