Financial Report

Notes to the financial statements of PolyPeptide Group AG

General information

Accounting policies
These financial statements were prepared in accordance with the provisions of the Swiss Law on Accounting and Finance Reporting (32nd title of the Swiss Code of Obligations). Significant valuation principles that have been applied in the preparation of these financial statements which are not prescribed by law are described below.

Presentation of cash flow statement and additional disclosures in the notes dispensed with
As PolyPeptide Group AG has prepared consolidated financial statements under a recognized accounting standard (IFRS), it has decided, in accordance with the law, to dispense with the presentation of information on interest-bearing liabilities and audit fees in the notes, a cash flow statement, and an annual review.

First financial year
The first financial year runs from April 7, 2021, to December 31, 2021

Valuation principles
Assets are valued at no more than cost. Liabilities are carried at nominal value.

All assets and liabilities in foreign currencies are translated by applying the exchange rate prevailing on the balance sheet date. Exchange differences are recognized in the income statement.

Earnings and expenses originated in foreign currencies are translated with the monthly exchange rate.

Investments
Investments are shown at individual historical acquisition costs less impairment, if any.

Own shares
Own shares are recognized in equity as negative item at cost as per the date of acquisition. In the event of a subsequent sale, a gain or loss is recognized through the income statement and is included in retained earnings or accumulated deficit to be carried forward in equity.

Share-based payments
Part of the variable compensation paid to members of the Executive Committee and part of the compensation paid to members of the Board of Directors is in the form of Company shares. The acquisition cost of the shares is recorded under personnel expense.

Declaration of the number of full-time equivalents (FTEs)
The average number of full-time positions during the reporting was below 50.

1 Cash and cash equivalents

Financial Report

1Cash and cash equivalents

kCHF

 

Dec 31, 2021

 

 

 

Cash

 

24,968

Fixed-term deposit

 

92,500

At December 31, 2021

 

117,468

2 Investments

Financial Report

2Investments

As of December 31, 2021, PolyPeptide Group AG held the following direct and significant indirect investments:

Group companies

Location

Capital and voting shares

 

 

Direct

Indirect

 

 

 

 

Polypeptide Laboratories Holding (PPL) AB

Limhamn, Sweden

100%

 

Polypeptide Laboratories (Sweden) AB

Limhamn, Sweden

 

100%

PolyPeptide SA

Braine-l’Alleud, Belgium

 

100%

PolyPeptide Laboratories France S.A.S.

Strasbourg, France

 

100%

PolyPeptide Laboratories Inc.

Torrance, CA, USA

 

100%

PolyPeptide Laboratories San Diego, LLC

San Diego, CA, USA

 

100%

PolyPeptide Laboratories Pvt. Ltd.

Ambernath (East), India

 

100%

PolyPeptide Laboratories A/S

Hillerød, Denmark

 

100%

PolyPeptide Laboratories GmbH

Hamburg, Germany

 

100%

Percentage of voting shares is equal to percentage of ownership.

3 Contingent liabilites and guarantees

Financial Report

3Contingent liabilites and guarantees

Limited Partnership Investments

Dec 31, 2021

kUSD

kCHF

 

 

 

Uncalled capital commitment

27,000

30,253

Limited Partnership Investments
From November 2021 the Company entered into a limited partnership agreement. The Company committed to invest a maximum amount of USD 30,000,000. At balance sheet date USD 3,000,000 have already been invested and thus USD 27,000,000 are disclosed as an uncalled capital commitment.

Guarantee pension fund
All members of the PRI Pensionsgaranti, the issuer of the definied benefit plan in Sweden, are subject to a mutual liability. This liability would only be invoked in the event that PRI Pensionsgaranti has consumed all its assets. The mutual liability of the Group is limited to a maximum of two percent of the Group's individual pension liability with PRI Pensionsgaranti. As such, the Group has a contingent liability of EUR 182,000 as at 31 December 2021 (2020: EUR 173,000) for which it has issued a guarantee to PRI Pensionsgaranti.

4 Capital increase

4Capital increase

The company was founded with a share capital of CHF 300,000 and was increased to CHF 331,250.01 on 28 April 2021. As at 31 December 2021, the share capital in the amount of CHF 331,250.01 consists of 33,125,001 registered shares with a nominal value of CHF 0.01 per share. The placement price for the new shares was CHF 64.00. The transaction costs of the capital increase in the amount of CHF 6,626,715 are recognized in the other operating expenses.

5 Reserves from capital contributions

Financial Report

5Reserves from capital contributions

CHF

 

Dec 31, 2021

 

 

 

Reserves from capital contribution (foreign)

 

1,919,700,000

Reserves from capital contribution (domestic)

 

195,019,440

Total reserves from capital contribution

 

2,114,719,440

The reported reserves from capital contributions as capital contributions within the meaning of Art. 5 para. 1bis (for the part of the “domestic KER”) or Art. 5 para. 1quater lit. a of the Withholding Tax Act (for the part of the “foreign KER”) must still be confirmed by the Swiss Federal Tax Administration after submission of the audited annual financial statements.

6 Treasury Shares

Financial Report

6Treasury Shares

 

No of Shares

Average prices in CHF

 

 

 

At the beginning of the reporting period

0

 

Purchases 2021

93,750

64.00

Allocations to board member/executive management (incl. group companies)

73,379

64.00

At December 31, 2021

20,371

64.00

In the reporting period PolyPeptide Group AG has made purchases and allocations to board members and executive management of own shares.

7 Financial income

Financial Report

7Financial income

kCHF

 

2021

 

 

 

Interest income from group companies

 

248

Realized capital gain treasury shares

 

251

Total financial income

 

499

8 Other financial expenses

Financial Report

8Other financial expenses

kCHF

 

2021

 

 

 

Foreign exchange result

 

2,225

Total other financial expenses

 

2,225

9 Share ownership of the Board of Directors and the Executive Committee

Financial Report

9Share ownership of the Board of Directors and the Executive Committee

 

Function

Number of shares

which are blocked

allocated in the reporting period

Number of shares in total

 

 

 

 

 

 

Klaus Peter Wilden

Chairman

1,658

1,658

1,658

1,658

Patrick Aebischer

Vice-Chairman

1,105

1,105

1,105

1,105

Beat In-Albon

Member

995

995

995

995

Jane Anne Salik

Member

17,737

476

17,737

17,737

Erik Schropp

Member

3,193

0

3,193

3,193

Philippe Weber

Member

1,225

1,225

1,225

1,225

Total Board of Directors

 

25,913

5,459

25,913

25,913

 

 

 

 

 

 

 

Function

Number of shares

which are blocked

allocated in the reporting period

Number of shares in total

 

 

 

 

 

 

Raymond De Vré

CEO

16,486

unvested

unvested

unvested

Jan Fuhr Miller

CFO

7,767

7,767

7,767

Jan Christensen 1)

Director Global Sales and Marketing

7,767

7,767

7,767

Daniel Lasanow

Director Global Operations

7,767

7,767

7,767

Christina Del Vecchio

General Counsel

Neil James Thompson 2)

Director Global Sales and Marketing

1,122

1,122

1,122

Total Executive Committee

 

40,909

0

24,423

24,423

 

 

 

 

 

 

Total

 

66,822

5,459

50,336

50,336

1 Member of the Executive Committee until 31 December 2021.

2 Member of the Executive Committee as of 1 January 2022.

10 Major Shareholders

Financial Report

10Major Shareholders

Based on the available information, the following shareholders are considered significant shareholders in accordance with art. 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (the “FMIA”) (> 3% of the registered share capital):

Shareholder

Number of shares

Percentage of voting rights

Draupnir Holding B.V. (Hoofddorp, The Netherlands) 1)

18,396,859

55.54%

Capital Research and Management Company (Los Angeles, USA) 2)

1,546,023

5.34%

Rudolf Maag (Binningen BL, Switzerland) 3)

1,100,000

3.32%

T. Rowe Price Associates, Inc. (Baltimore, USA) 4)

995,004

3.00%

Total important shareholders

22,037,886

67.20%

1 PolyPeptide Group AG (the "Company") was incorporated in Switzerland on 6 April 2021. The registered office of the Company is Dammstrasse 19, 6300 Zug, Switzerland. The Company is a 55.54% subsidiary of Draupnir Holding B.V., a company registered in The Netherlands. Draupnir Holding B.V.'s ultimate parent entity is Foundation Mamont, a foundation registered on Guernsey of which Mr. Frederik Paulsen (1006 Lausanne, Vaud, Switzerland) is at present the principal beneficiary pursuant to the charter of the Mamont Foundation governed by the laws of Guernsey.

2 The disclosure notice of 6 May 2021 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.

3 Disclosure notice of 5 May 2021.

4 Disclosure notice of 17 February 2022.

11 Proposal for the appropriation of accumulated deficit and cash distribution out of foreign capital contribution reserves

Proposal for the appropriation of accumulated deficit and cash distribution out of foreign capital contribution reserves

The Board of Directors proposes that the General Meeting approves that the accumulated deficit of CHF 9,603,831 be carried forward to the new account.

Appropriation of accumulated deficit

CHF

2021

 

 

Accumulated deficit brought forward

0.00

Net loss for the period

-9,603,831

Accumulated deficit to be carried forward

-9,603,831

The Board of Directors proposes that the General Meeting approves to pay a cash distribution of CHF 0.3 per entitled share payable out of the foreign capital contribution reserves as follows:

Appropriation of foreign capital contribution reserves

CHF

2021

 

 

Balance of foreign capital contribution reserves as of 31 December 2021 (1)

1,919,700,000

Proposed cash distribution of CHF 0.3 per entitled share on 33,104,630 shares (2) out of the foreign capital contribution reserves

9,931,389

Foreign capital contribution reserves after proposed cash distribution (3)

1,909,768,611

1 The foreign capital contribution reserves have not yet been approved by the Swiss Federal Tax Administration as of 10 March 2022.

2 The cash distribution mentioned in the proposal was calculated on the basis of the number of shares entitled to the cash distribution as of 31 December 2021. The number of shares may change due to the transfer of shares to the Directors / employees or purchase of treasury shares. Treasury shares held by the Company at the time of the cash distribution are not entitled to the cash distribution. Accordingly, the total amount distributed may be lower.

3 Contingent on the total amount distributed.