Annual Report 2021

Governance and RemunerationCorporate Governance ReportGroup structure and shareholders

1Group structure and shareholders

1.1Group structure

1.1.1Our Group’s operational structure

We are a leading global independent contract development and manufacturing organization (“CDMO”) specializing in innovative peptides and oligonucleotides employed as the active pharmaceutical ingredient (i.e., APIs) in therapeutic products.

We are organized as a group of companies, and PolyPeptide Group AG (the “Company”) is the ultimate parent company with its headquarters in Zug, Switzerland.¹

Our shareholders have the final say at PolyPeptide, and they exercise their rights at the general meeting. Our Board of Directors is directly accountable and reports to our shareholders by whom it is individually and annually elected.

In accordance with our Articles of Association², the Board of Directors determines our strategic direction as well as supervises the persons responsible for conducting PolyPeptide’s business and achieving our strategic objectives. As provided for in the Company’s Organizational Regulations³, the Board of Directors has delegated the responsibility and authority necessary or appropriate to carry out the day-to-day and operational activities of PolyPeptide to the Executive Committee under the leadership of the CEO. The Executive Committee is further supported by additional members of senior management with deep industry experience that are designated and appointed by the CEO and who, together with members of the Executive Committee, form the Extended Group Management⁴. The Extended Group Management prepares, informs and coordinates the implementation of the decisions of the CEO and the Executive Committee within their respective operational spheres.

In 2021, the Extended Group Management team comprised the Executive Committee together with the Director Global Innovation & Technology, Director Global Human Resources, Director Global Quality Control / Analytical Development, Director Global Regulatory Affairs, Director Global Quality Assurance and Director Global Development / Regulatory / IP. The members of our Extended Group Management team are based across PolyPeptide’s sites in Europe and the US.

Complementing our senior management team is our highly qualified and committed workforce. In 2021, we employed an average of 1,041 FTEs across our six (6) manufacturing sites in the US, Europe and India that served our clients custom projects, contract manufacturing and generics needs throughout the world. For information regarding our custom projects, contract manufacturing and generics segments, please refer to note 2 “Segment information” of the consolidated financial statements in the Financial Report 2021.

1 At the general meeting on 26 April 2022, shareholders will be asked to approve the change of the Company’s registered office from Zug to Baar, Switzerland, where the Company’s new registered address will be Neuhofstrasse 24, 6340 Baar, Switzerland.

2 PolyPeptide Group AG’s Articles of Association are available at https://group.polypeptide.com/investors/corporate-governance/.

3 PolyPeptide Group AG’s Organizational Regulations are available at https://group.polypeptide.com/investors/corporate-governance/.

4 As of 1 January 2022 the Extended Group Management has been restructured as the PolyPeptide Management Committee. The PolyPeptide Management Committee consists of the Executive Committee together with Director Global Innovation & Technology, Chief Human Resources Officer (joining during the first half of 2022), Director Global Quality, Director Global Development / Regulatory / IP and Head of Investor Relations and Corporate Communications.

Governance bodies

1 As of 1 January 2022 the Extended Group Management has been restructured as the PolyPeptide Management Committee.

1.1.2Listing and capitalization

PolyPeptide Group AG, with its registered office at Dammstrasse 19, 6300 Zug, Switzerland,⁵ is a stock corporation, in accordance with art. 620 et. seq. of the Swiss Code of Obligations (the “CO”). It was incorporated on 6 April 2021 and registered with the commercial register of the Canton of Zug on 7 April 2021 under the company registration number CHE-159.266.771.

The shares of the Company have been listed on SIX Swiss Exchange (ISIN CH1110760852, ticker symbol: PPGN, valor number: 111 076 085) since 29 April 2021 (the “First Day of Trading”). On 31 December 2021, the market capitalization (excluding treasury shares) of the Company’s shares amounted to CHF 4,535,334,310. There are no other listed companies belonging to PolyPeptide.

With the exception of the Company’s treasury shares (see section 2.1 “Company's share capital” of this Corporate Governance Report), which are held by the Company itself, no shares of the Company are owned by any other PolyPeptide subsidiary.

5 At the general meeting on 26 April 2022, shareholders will be asked to approve the change of the Company’s registered office from Zug to Baar, Switzerland, where the Company’s new registered address will be Neuhofstrasse 24, 6340 Baar, Switzerland.

1.1.3 Non-listed companies belonging to PolyPeptide

The Company’s only direct shareholding is in Polypeptide Laboratories Holding (PPL) AB, which directly or indirectly wholly owns the other companies of the PolyPeptide group. The table below sets forth, as of 31 December 2021, the name, registered office, ownership interest and share capital of all direct and indirect subsidiaries that the Company consolidates.

Non-listed direct and indirect subsidiaries of PolyPeptide Group AG¹

Company name	Registered office	Country	Interest held (%)	Share capital	Currency

Polypeptide Laboratories Holding (PPL) AB	Limhamn	Sweden	100%	18,264.84	EUR
Polypeptide Laboratories (Sweden) AB	Limhamn	Sweden	100%	11,500,000	SEK
PolyPeptide SA	Braine-l’Alleud	Belgium	100%	40,000,000	EUR
PolyPeptide Laboratories France S.A.S.	Strasbourg	France	100%	9,000,000	EUR
PolyPeptide Laboratories Pvt. Ltd.	Ambernath (East)	India	100%	603,788,800	INR
PolyPeptide Laboratories Inc.	Torrance, CA	USA	100%	7	USD
PolyPeptide Laboratories San Diego, LLC 2	San Diego, CA	USA	100%	n/a	USD
PolyPeptide Laboratories GmbH 3	Hamburg	Germany	100%	76,693.78	EUR
PolyPeptide Laboratories A/S 4	Hillerød	Denmark	100%	20,000,000	DKK

1 PolyPeptide Laboratories Holding B.V. was merged through a reverse cross-border merger into Polypeptide Laboratories Holding (PPL) AB as recorded in the Swedish Companies Registration Office on 29 October 2021. PolyPeptide Laboratories Spol S.r.o. was liquidated and deleted from the Czech Public Register on 6 April 2021.

2 PolyPeptide Laboratories San Diego, LLC is a wholly owned subsidiary of PolyPeptide Laboratories Inc.

3 PolyPeptide Laboratories GmbH is a company in liquidation and its share capital is registered as Deutsche Mark 150,000.00. The basis for the conversion between Deutsche Mark and EUR is the official irrevocable conversion rate of 1 EUR = 1.95583 Deutsche Mark. PolyPeptide Laboratories GmbH is expected to be merged into Polypeptide Laboratories Holding (PPL) AB.

4 PolyPeptide Laboratories A/S is a dormant company.

1.2Significant shareholders

To the best of the Company’s knowledge, the following shareholders had holdings reaching or exceeding 3% or more of the voting rights in the Company, as notified in accordance with art. 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (the “FMIA”).

Shareholder (beneficial owner / direct shareholder) 1	Number of shares	% of voting rights

Foundation Mamont (St. Peter Port, Guernsey) / Draupnir Holding B.V. (Hoofddorp, The Netherlands) 2	18,396,859	55.54
The Capital Group Companies, Inc. (Los Angeles, USA) / Capital Research and Management Company (Los Angeles, USA) 3	1,546,023	5.34
Rudolf Maag (Binningen BL, Switzerland) 4	1,100,000	3.32
T. Rowe Price Associates, Inc. (Baltimore, USA) 5	995,004	3.00

1 The number of shares shown in this Corporate Governance Report and the holding percentages are based on the last disclosure of shareholding communicated by the respective shareholder to the Company and the Disclosure Office of SIX Swiss Exchange. The number of shares held by the relevant shareholder may have changed since the date of such shareholder’s notification. Any reportable changes since the date hereof can also be found on the website of the SIX Exchange Regulation (SER), which also includes the individual reports of the significant shareholders: http://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html/.

2 Disclosure notice of 18 November 2021. The voluntary notification included 21,859 shares of the Company (PolyPeptide Group AG, Zug, Switzerland) then currently held in treasury and 18,375,000 shares currently held by Draupnir Holding B.V. Mr. Frederik Paulsen (Lausanne, Switzerland) is at present the principal beneficiary of Foundation Mamont.

3 Disclosure notice of 6 May 2021. Disclosure notice includes 1,546,023 shares of the Company corresponding to 5.34% of all voting rights of which 0.67% were delegated by a third party.

4 Disclosure notice of 4 May 2021.

5 Disclosure notice of 17 February 2022.

Notifications made in accordance with art. 120 FMIA during the 12 months preceding 31 December 2021, can be viewed at: http://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html/.

To the best of the Company’s knowledge, as of 31 December 2021, there are no shareholders’ agreements in force.

1.3Cross-shareholdings

The Company does not have any cross-shareholdings exceeding 5% of the capital or voting rights with any other company.