REGISTRATION DOCUMENT INCLUDING THE 2012/2013 FINANCIAL REPORT ANNUAL FINANCIAL REPORT THE GROUP PIERRE & VACANCES-CENTER PARCS 25 Group management report 26 Report of the independent third party body on the consolidated social, societal and environmental information included in the management report 69 Consolidated fi nancial statements 72 Statutory Auditors’ report on the consolidated fi nancial statements 135 THE COMPANY PIERRE ET VACANCES SA 137 Information on the Company and its share capital 138 Board of Directors’ report to the shareholders’ ordinary meeting 152 Financial statements at 30 September 2013 164 Statutory Auditors’ report on the financial statements 187 Statutory Auditors’ special report on regulated agreements and commitments 188 CORPORATE GOVERNANCE 191 Directors and Management 192 Chairman’s report on the organisation of the Board of Directors and internal BUSINESS REPORT control procedures 197 Statutory Auditors’ Report, prepared in accordance with Article L. 225-235 of the French Commercial Code, on the report MESSAGE FROM GÉRARD BRÉMOND 3 from the Chairman of the Board of Directors INTERVIEW WITH FRANÇOISE GRI 5 of Pierre et Vacances 209 HISTORY 8 REVIEW OF 2012/2013 10 NOTES 211 Persons responsible for the document BUSINESSES AND BRANDS 12 and auditing the financial statements 212 DEVELOPMENTS FOR TOMORROW’S HOLIDAYS 14 Fees paid to the Statutory Auditors and members of their network 214 GOVERNANCE 16 Information included by reference 215 SUSTAINABLE DEVELOPMENT 18 Annual information document 216 KEY FIGURES 22 Cross-reference tables 217 REGISTRATION DOCUMENT INCLUDING THE 2012/2013 FINANCIAL REPORT This Registration document was filed with the Autorité des Marchés Financiers* on 15 January 2014 in accordance with Article 212-13 of its general regulations. It may be used in connection with a financial transaction if accompanied by a prospectus approved by the Autorité des Marchés Financiers*. This document was made out by the issuer and commits the responsibility of the signatory. * French market regulator 2012/2013 REGISTRATION DOCUMENT • PIERRE & VACANCES-CENTER PARCS GROUP 1 + 22% in property reservations compared with 2011/2012 s we had planned, Pierre & Vacances- at our new Center Parcs domain ACenter Parcs Group’s current operating in Bostalsee. The operation was genuinely profit was restored to positive territory successful with German and Dutch by the end of 2012/2013. This result individual investors. was all the more remarkable in that the Our future development programmes are European economic backdrop remained to rely on marketing to individual and depressed. Our tourism business resisted institutional investors but also on public/ well, in terms of both occupancy rates private partnerships. For our future and average letting rates, whereas Center Parcs in the Vienne region of “We have the tourism industry was generally France, a semi-public company has managed to in decline. We also accomplished a major financed the central facilities. In Germany, challenge by delivering the cost savings Park Bostalsee was developed with turn around announced, in line with our €25 million the input of financing from regional the trend. cost-cutting plan. authorities and local banks. In Morocco, The second pillar of our business we are partners with the Caisse des Today, we can model, namely property development, Dépôts du Maroc for the development look to the also managed to anticipate a decline of three resorts that we are to manage in the market for individual investments via management contracts. In Spain, we future with in rental property, by prospecting continue to develop our tourism network confidence institutional investors. This focus turned by managing property assets for sale out to be a wise move since turnover owned by banks and property developers. and ambition. from reservations rose a sharp 22% Meanwhile Aparthotels Adagio® also ” in a performance that secures future uses the franchise formula to expand Gérard Brémond property development profits and proves internationally in certain countries such as Chairman that our property is attractive. In this way, Russia, the Middle East and Brazil. we managed to bring together top-notch Today, we have managed to turn around institutional investors for our Center Parcs trends by restoring positive current project in the Vienne region, including operating profit. However, this is only MACSF, MAIF, Amundi, Allianz and DTZ a first stage. Our aim for the future with Asset Management on behalf of CNP the WIN2016 plan initiated by Françoise Assurances. Another example of our ability Gri, Group CEO, is to establish lasting to adapt: for the first time in Germany, growth. I have every confidence in in the Saar region, we started property the success of this strategic plan backed marketing to individuals of cottages by a renewed and mobilised team. + 0. 8% Our turnover growth in 2012/2013 2 2012/2013 REGISTRATION DOCUMENT • PIERRE & VACANCES-CENTER PARCS GROUP MESSAGE from Gérard Brémond , Chairman 20012/12 2013 REGISTRATION DOCCUUMEMENTN • PIERRE & VACA ANCA ES-CENTERER PAP RCSCS GROUPOUP 3 4 2010 2/22 013 REEGISG STTRARATIOT N DOCUMENT • PIERRE & VACANCES-CENTER PARCS GROUP INTERVIEW with Françoise Gri, Chief Executive Officer For Françoise Gri, the Group’s Chief Executive Officer, Pierre & Vacances-Center Parcs needs to restore profitable growth and evolve its two businesses in order to anticipate the expectations and buying behaviour of today’s customers and those of tomorrow. “Pierre & Vacances - Center Parcs must be known OU TOOK OVER AS THE GROUP’S CEO of a return on investment. These new and recognised IN EARLY 2013. HOW DO YOU VIEW behaviour patterns should be taken into CHANGES IN THE TOURISM MARKET? account in our digital communication as the innovative and customer relations strategy as well leader in YThe economic and technological as in our policy to offer varied experiences environment is constantly changing leisure holidays and complementary services. the market. With the crisis, the tourism in Europe. industry has clearly not escaped the The digital revolution also changes the pressure currently weighing on the perception of quality of service. Clients ” Françoise Gri purchasing power of European consumers. are permanently connected, producing Chief Executive Office Although they have not stopped going content, active throughout their holiday on holiday, their budgets are now tightly and even afterwards, and do not controlled. At the same time, the tourism hesitate in sharing their satisfaction or market is undergoing deep-rooted disappointment. This is very structuring structural transformations prompted by for a tourism operator since dialogue the digital revolution and this is affecting and excellence are the only options decision-making, reservation and available to respond to the expectations consumer spending methods. and requirements of holidaymakers. Another major trend is the fact that WHAT IS THE IMPACT OF THESE TRANS- digital marketing makes multiple FORMATIONS? and personalised offers visible: all- inclusive or à-la-carte holidays, overseas In the tourism market, expectations and buying behaviour are changing: 94% holidays or city breaks, and more recently, of holidaymakers now use the Internet furnished rentals proposed by individuals. to choose their holidays. They start by Thanks to the Internet, specialised looking for a holiday idea, and then, for distributors have emerged and giant half of them, change their destination groups have been developed . We need during their search. They explore the to take account of this competition and web looking for a “good plan”, the best highlight what sets us apart, namely our price, comparing the quality of offers and family of key holiday brands, with a range consulting the opinions of peers. Everyone of high quality offers meeting the new is looking to maximise his or her chance expectations of our clients . 2012/2013 REGISTRATION DOCUMENT • PIERRE & VACANCES-CENTER PARCS GROUP 5 IS THE GROUP WELL ADAPTED TO THIS prospective clients. Furthermore, we NEW ENVIRONMENT? SAVINGS OF need to implement a constant digital dialogue with our clients in order to attract We have solid assets with the two them, make them loyal, provide them pillars of our business model: property € 25 more services and value their holiday development and tourism operation of million experience with our Group. Finally, we are our complementary brands, especially a lready generated, working on operating excellence, with the Pierre & Vacances, Center Parcs and in line with the G roup’s aim of delivering the best services while ® Aparthotels Adagio . Our Group is at the commitments controlling costs. origin of the tourism residence concept and this historical expertise is unique in the market. As the leading player in local THIS STRATEGIC PLAN IS AMBITIOUS tourism, we are responding to the current AND RUNS UNTIL 2015 AND BEYOND. day challenges of flexibility with holidays WHAT ARE THE STAGES? of varying lengths, offers and themes that TARGET FOR With this plan, we have built a clear vision can be personalised since requirements and a profitable innovation strategy to are specific to all types of public, price % be rolled out in three phases: the first ranges (combining transport, services 5 phase which we have called “performance” and associated activities) and choice operating margin is focused on the fundamental lines of in terms of destination. in our tourism business solidity of our business model namely, However,