1.1 Group structure

1.1.1 Our Group’s operational structure

We are a leading global independent contract development and manufacturing organization (“CDMO”) focused on innovative peptides and oligonucleotides employed as active pharmaceutical ingredients (i.e., APIs) and used as intermediates 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 Baar, Canton of Zug, Switzerland.

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 Association⁴, the Board of Directors determines our strategic direction and supervises the persons responsible for conducting PolyPeptide’s business and achieving our strategic objectives. As provided for in the Company’s Organizational Regulations⁵, the Board of Directors has delegated the responsibility and authority necessary or appropriate for carrying out the day-to-day and operational activities of PolyPeptide to the Executive Committee.

Under the leadership of the CEO, as of 31 December 2024 the Executive Committee comprised the CEO, the CFO, the Director Global Operations and the General Counsel. The Executive Committee is further supported by additional members of senior management with deep industry experience who are designated and appointed by the CEO and who, together with members of the Executive Committee, form the PolyPeptide Management Committee. The PolyPeptide Management Committee prepares, informs and coordinates the implementation of the decisions of the CEO and the Executive Committee within their respective operational spheres.

In 2024, the PolyPeptide Management Committee comprised the Executive Committee together with the Director Global Innovation & Technology, Chief Human Resources Officer and Director Global Quality, Development, Regulatory Affairs. Stéphane Varray will serve as Chief Commercial Officer and a member of the PolyPeptide Management Committee, effective 1 January 2025. The current members of our PolyPeptide Management Committee are based across PolyPeptide’s offices in Europe.

Complementing our senior management team is our highly qualified and committed workforce. In 2024, we employed an average of 1,291 FTEs (2023: 1,202) across our headquarters in Switzerland and six (6) manufacturing sites in the US, Europe and India that served our clients’ needs throughout the world. For further information about PolyPeptide’s business areas, see note 3 “Revenue and expenses” of the consolidated financial statements in the Financial Report 2024.

Governance bodies

1.1.2 Listing and capitalization

PolyPeptide Group AG, with its registered office at Neuhofstrasse 24, 6340 Baar, Switzerland, is a stock corporation (Aktiengesellschaft), 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. On 31 December 2024, the market capitalization (excluding treasury shares) of the Company’s shares amounted to CHF 937,100,486.40 (previous year: CHF 577,625,762.60). Except for the Company, there are no other listed companies belonging to PolyPeptide.

With the exception of the Company’s treasury shares (see section 2.1 “Company’s ordinary 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.

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 Group. The table below sets forth, as of 31 December 2024, the name, registered office, ownership interest and share capital of all direct and indirect subsidiaries that the Company consolidates.

1.2 Significant 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 of 31 December 2024, 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 “FinMIA”):

Notifications made in accordance with art. 120 FMIA during the 12 months preceding 31 December 2024 can be viewed at: www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html/.

To the best of the Company’s knowledge, as of 31 December 2024, there are no shareholders’ agreements in force.

1.3 Cross-shareholdings

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