Partners : Download Corporate Governance Report 2021

Partners Group has entities in various jurisdictions regulated by, including but not limited to, the Swiss Financial Market Supervisory Authority (FINMA), the U.S. Securities and Exchange Commission (SEC), the United Kingdom Financial Conduct Authority (FCA), the Monetary Authority of Singapore (MAS), the Commission de Surveillance du Secteur Financier (CSSF) and the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), which uphold the requirements that these regulations imply. Partners Group is committed to meeting high standards of corporate governance, with the aim of guiding the firm to further success. Partners Group prepares its Corporate Governance Report according to the "Directive on Information relating to Corporate Governance (including its annex)" issued by the SIX Exchange Regulation and also takes into account the "Swiss Code of Best Practice for Corporate Governance" issued by economiesuisse.

The corporate governance section contains information on the following:

• 1. Group structure and shareholders

• 2. Capital structure

• 3. Board of Directors

• 4. Executive Team

• 5. Compensation, shareholdings, and loans

• 6. Shareholders' participation rights

• 7. Changes of control and defense measures

• 8. Auditors

• 9. Information policy

• 10. Quite periods

• 11. Non-applicability/negative disclosure

In this Corporate Governance Report, references to "Partners Group", the "firm", the "company", the "entity", "we", "us"

and "our" are to Partners Group Holding AG together with its consolidated subsidiaries, unless the context requires otherwise. Furthermore, the board of directors of Partners Group Holding AG shall be referred to as "Board" or "Board of Directors".

Partners Group Holding AG

[Switzerland]

100%

100%

100%

100%

100%

Operating companies

Other investment management companies

Partners Group

(UK) Ltd. [United Kingdom]Partners Group (Luxembourg) S.A.

[Luxembourg]

Partners Group Advisors (DIFC)

Limited [UAE]

Partners Group (EU)

GmbH [Germany]Partners Group (Brazil) Investimentos Ltda.

[Brazil]Partners Group (Shanghai) Co., Ltd.

[China]

100%

100%

Partners Group Colorado Propco, LLC1

[USA]

Partners Group Property AG1 [Switzerland]

100%

100%

100%

100%

100%

100%

Partners Group Prime Services Solutions (Philippines),

Inc. [Philippines]

Partners Group (Singapore) Pte. Ltd.

[Singapore]

Partners Group Japan Kabushiki

Kaisha [Japan]

Partners Group Private Markets (Australia) Pty. Ltd.

[Australia]Partners Group (Canada) Inc.

[Canada]

Partners Group (India) Private

Limited [India]

100%

100%

100%

100%

100%

100%

100%

Partners Group Management (Deutschland) GmbH [Germany]

Partners Group (UK) Management Ltd [United Kingdom]

Partners Group Client Access Management I Limited [Guernsey]

Princess Management Limited [Guernsey]

Partners Group Management Limited [Guernsey]

Partners Group Management II Limited [Guernsey]

Partners Group Management III Limited [Guernsey]

Partners Group Management IV Limited [Guernsey]

Partners Group Management V Limited [Guernsey]

100%

Partners Group Management VI

Limited [Guernsey]

100%

100%

100%

100%

100%

100%

Partners Group Management VII

Limited [Guernsey]

Partners Group Management VIII

Limited [Guernsey]

Partners Group Management IX

Limited [Guernsey]

Partners Group Management X

Limited [Guernsey]

Partners Group Management XI

Limited [Guernsey]

Partners Group Management XII

Limited [Guernsey]

Partners Group

Management XIII

Limited [Guernsey]

100%

100%

100%

100%

100%

100%

100%

Partners Group Management XV

Limited [Guernsey]

Partners Group Management I

S.à r.l. [Luxembourg]

Partners Group Management II

S.à r.l. [Luxembourg]

Partners Group Management III

S.à r.l. [Luxembourg]

Partners Group Management IV (EUR)

S.à r.l. [Luxembourg]

Partners Group Management V (GBP)

S.à r.l. [Luxembourg]

Partners Group Management VI (USD)

S.à r.l. [Luxembourg]

Partners Group Orbit

S.à r.l. [Luxembourg]

100%

100%

100%

Partners Group Cayman Management

I Limited [Cayman Islands]

Partners Group Cayman Management

II Limited [Cayman Islands]

Partners Group Cayman Management

III Limited [Cayman Islands]

Partners Group Cayman Management

IV Limited [Cayman Islands]

100%

100%

100%

100%

Partners Group

Finance EUR IC

Limited

[Guernsey]

Partners Group Finance USD IC

Limited [Guernsey]

Partners Group Finance GBP IC

Limited [Guernsey]

Partners Group

Finance SGD IC

Limited [Guernsey]

100%

100%

100%

100%Partners Group Finance ICC Limited

[Guernsey]Partners Group Access Finance

Pearl Management

Limited [Guernsey]

Partners Group Client

Access 10 MP Management Limited

[Guernsey]

Holdings [Luxembourg]

100% Planeta Industries S.A. Compartment PGGLF Investment

Limited [Guernsey]

40%

100%

28%

LGT Private Equity

Advisers AG [Liechtenstein]

Partners Group Private Equity Performance Holding Limited

Source: Partners Group, as of 10 February 2022. The purpose of the chart above is to provide an overview of the group structure of Partners Group Holding AG and its subsidiaries/affilia-tes. The ownership percentages reflected in the chart are meant for illustrative purposes and are rounded.

Pearl Holding Limited

[Guernsey]

[Guernsey]

• 1) Formed for the purpose of purchasing, construction, maintenance or management of land and property (non-investment related)

• 2) Formed for the purpose of providing invoice handling, cash management, cost recharging and other related administrative services

100%

100%

100%

Partners Group

Investment Services AG2 [Switzerland]

Partners Group AG

[Switzerland]

100%Partners Group (Guernsey) Ltd.

[Guernsey]

100% 100%

100%

Partners Group Management (Scotland) Ltd.

[Scotland]

100% 100%

Partners Group Management XIV Limited [Guernsey]	%Partners Group Management
(Scots) LLP [Scotland]

50%

100% 100%

Partners Group Investment Management S.à r.l. [Luxembourg]

Partners Group Management (Scots) II LLP [Scotland]

50%

100% 100%

Partners Group Finance CHF IC Limited [Guernsey]

%Partners Group Management (Guernsey) LLP [Guernsey]

50%

100%Partners Group

(USA) Inc.

[USA]

100%Partners Group US Management LLC

[USA]

100%Partners Group US Management II LLC

[USA]

100%Partners Group US Management III LLC

[USA]

100%

Partners Group US Management CLO

LLC

[USA]

100%

Partners Group US Investment Services

LLC

[USA]

1. Group structure and shareholders

1.1. Group structure 1.1.1. Description

Partners Group operates through majority or wholly owned direct or indirect subsidiaries in Switzerland, the United States, Luxembourg, Germany, the United Kingdom, Guernsey, Singapore and other jurisdictions. The chart on the previous page provides an overview of the group structure as of 10 February 2022.

1.1.2. Listed companies belonging to the Group

Partners Group Holding AG is a stock corporation incorporated under Swiss law with its registered office and headquarters at Zugerstrasse 57, 6341 Baar-Zug. The shares of Partners Group are listed pursuant to the International Reporting Standard on the SIX Swiss Exchange AG under the Valor number 2460882 and ISIN CH0024608827. The market capitalization of the company as of 31 December 2021 was CHF 40.4 billion. All other group companies are privately held.

1.1.3. Non-listed companies belonging to the Group

For more detailed information on the non-listed subsidiaries of the group, including names, domiciles, share capital and ownership interests, please see section 7 of the notes to the financial statements of Partners Group Holding AG in the Annual Report. For more detailed information on the non-listed operating subsidiaries of the group, including principal activity, place of incorporation, registered office and ownership interests, please see note 17 to the consolidated financial statements in the Annual Report 2021.

1.2. Significant shareholders

Partners Group has the following significant shareholders holding over 3% of the shares and voting rights of Partners Group Holding AG as of 7 March 2022.

The founding partners and largest shareholders of Partners Group Holding AG, Dr. Marcel Erni and Messrs. Alfred Gantner and Urs Wietlisbach (the "Founding Partners"), each hold 1'338'959 shares in Partners Group Holding AG, corresponding to 5.01% each of the total share capital of Partners Group Holding AG.

In addition, on 9 August 2021, a group controlled by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, USA, disclosed an acquisition of shares resulting in a shareholding of 1'339'857 shares, corresponding to 5.02% of the total share capital.

As of 31 December 2021, Partners Group held 330'966 treasury shares, corresponding to 1.24% of the total share capital.

All disclosures according to art. 120 of the Financial Market Infrastructure Act (FMIA), including further details on the lock-up group and organized group referred to above as well as on option plans, can be found on the SIX Exchange Regulation homepage:www.six-exchange-regulation.com/en/ home/publications/significant-shareholders.html.

1.3. Cross-shareholdings

Partners Group has no cross-shareholdings of 5% or more with another company or group of companies.

2. Capital structure

2.1. Capital

The issued nominal share capital of Partners Group amounts to CHF 267'000, divided into 26'700'000 fully paid-in registered shares with a nominal value of CHF 0.01 each.

2.2. Authorized and conditional share capital

As of 31 December 2021, Partners Group has no authorized share capital.

As of 31 December 2021, the following conditional share capital is available to Partners Group's Board of Directors: a maximum amount of CHF 40'050 through the issuance of no more than 4'005'000 registered shares, with restricted transferability, that are to be fully paid-in and that have a nominal value of CHF 0.01 each.

The right to subscribe to new shares as part of the conditional share capital increase is granted to members of the Board of Directors and employees of Partners Group through the exercise of option rights (the "Beneficiaries"). Subscription and pre-emptive rights of shareholders are excluded for this conditional capital increase in favor of the Beneficiaries. The Board of Directors will determine all details of the terms of issue, such as the amount of issue, date of dividend entitlement and kind of contribution, and will establish the related equity investment plan. The acquisition of the registered shares by exercising the option rights and the further transfer of the shares are subject to the transfer restrictions set forth in section 2.6 below.

2.3. Changes in capital

No changes in share capital have occurred during the last three years.

2.4. Shares and participation certificates

Partners Group has issued 26'700'000 fully paid-in registered shares with a nominal value of CHF 0.01 each in accordance with our articles of association (available athttp://www.partnersgroup.com/articlesofassociation). The shares have been issued in the form of book-entry securities. Shareholders do not have the right to ask for printing, emission or delivery of share certificates. Shareholders may, however, request at any time that Partners Group issues an attestation of their stock holding.

All shares have equal rights. Each share carries one vote at shareholders' meetings. Voting rights and certain other non-economic rights attached to the shares, including the right to call and to attend shareholders' meetings, may be exercised only after a shareholder has been registered in the share register of Partners Group as a shareholder with voting rights. All shares are entitled to full dividend payments.

Partners Group has not issued (non-voting) participation certificates (Partizipationsscheine).

2.5. Dividend-right certificates

Partners Group has not issued any dividend-right certificates (Genussscheine).

2.6. Transfer of shares, restrictions on transferability and nominee registration

Share transfers, as well as the establishing of a usufruct (each hereafter the "Share Transfer"), require the approval of the Board of Directors of Partners Group Holding AG. A Share Transfer may only be refused if the Share Transfer would cause the shareholder to reach a shareholding exceeding 10% of the total nominal share capital of Partners Group Holding AG or if the shareholder does not expressly declare the acquisition in their own name. Approval for Share Transfers due to inheritance or matrimonial property law may not be refused.

The Board of Directors may grant exceptions to this rule in relation to the trading of shares, for example the recording of persons holding shares in the name of third parties. Nominees may be entered in the share register with voting rights for a maximum of 5% of the total nominal share capital and may be allowed to exceed this limit if they disclose the names, addresses and shareholdings of the persons for account of whom they are holding the shares. The Board of Directors concludes agreements with such Nominees in relation to disclosure requirements, representation of shares and exercise of voting rights.

Share Transfers approved based on false representations of the transferee may be revoked and the shareholder deleted from the share register. A Share Transfer is deemed to have been approved if it has not been declined within 20 days.

Amendments to the applicable transfer restrictions regime requires shareholder approval with a quorum of at least two-thirds of the represented votes and the absolute majority of the represented nominal share capital.

During the financial year 2021, no exceptions to the limitations on transferability and nominee registration were granted.

For more details, please see articles 5 and 6 of our articles of association (available athttp://www.partnersgroup.com/articlesofassociation).

2.7. Bonds, convertible bonds and options

Partners Group currently has no convertible bonds outstanding.

On 7 June 2017, Partners Group issued its first corporate bond, raising CHF 300 million through a fixed-rate senior unsecured CHF-denominated issue (ISIN: CH0361532895). The bond was issued with a seven-year term and a coupon of 0.15% and matures on 7 June 2024. On 21 June 2019, Partners Group issued its second corporate bond, raising CHF 500 million through a fixed-rate senior unsecured CHF-denominated issue (ISIN: CH0419041287). The bond was issued with an eight-year term and a coupon of 0.40% and matures on 21 June 2027. Please see note 13 to the consolidated financial statements in the Annual Report 2021 for comprehensive information on the bonds issued by the firm.

Since 30 June 2000, Partners Group has established regular share and option programs that entitle management personnel and a large number of employees to purchase and/ or hold shares in the entity. The options can be settled either by the issuance of shares out of conditional share capital or by the delivery of existing shares (treasury shares). Please see note 4 to the consolidated financial statements in the Annual Report 2021 for comprehensive information on the share and option program of the firm.

Partners Group has not issued any further options or warrants.

3. Board of Directors

Partners Group's Board Governance

Partners Group's Board of Directors is entrusted with the ultimate responsibility for Partners Group's strategy and development. The Board applies the same "entrepreneurial governance" approach to its own firm as Partners Group applies to its portfolio companies.

The Board consists of executive Board members - the Executive Chairman and the three founders - and independent Board members. None of the directors of the Board have line management functions.

Through the Board's committees, Board members contribute to investment - as well as client-related activities and corporate development initiatives. The Chairman also oversees the global Executive Team in leading the operations and execution of the strategy.

The Executive Chairman typically invests 3-5 days a week towards his mandate. The founders dedicate approximately 2-3 days a week to Partners Group's Board activities. Independent Board members devote 1-2 days a week to their Board mandates.

The substantial time commitment of Partners Group's Board is the foundation of a successful governance model geared towards enabling proactive value creation.

As of 31 December 2021, the Board of Directors consists of seven members. All members were elected at the annual general meeting of shareholders ("Annual General Meeting") 2021 for a one-year tenure with the possibility of re-election.

The table below shows the current composition of the Board of Directors and Committee membership (for further details and allocation of tasks see section 3.5. below):

Name

Steffen Meister, ChairmanDr. Martin Strobel

Independent Director***

Dr. Marcel ErniAlfred GantnerJoseph P. LandyGrace del Rosario-Castaño1)Urs Wietlisbach

Strategy Committee*Investment Oversight CommitteeClient Oversight

CommitteeRisk & Audit Committee

**

Member

Chair

Lead Independent Director

Nomination & Compensation

Committee

**

Note: next to the committees mentioned above, the Crisis Committee has the following members: Steffen Meister (Chairman), Dr. Martin Strobel and Alfred Gantner. 1) Grace del Rosario-Castaño will retire from the Board of Directors as of 25 May 2022.

* As of 1 January 2022, the Strategy Committee will be renamed to "Corporate Development Committee"; members of the Corporate Development Committee are Steffen Meister and Dr. Martin Strobel.

** Following the step down of Lisa A. Hook as of 3 September 2021, the Board of Directors voted for Steffen Meister to join ad interim the Risk & Audit Committee and Joseph P. Landy to join ad interim the Nomination & Compensation Committee until the next Annual General Meeting of shareholders in May 2022. The election of Steffen Meister to the Risk & Audit Committee is temporary. The Board does not foresee the election of any non-independent Board members to the Risk & Audit Committee or the Nomination & Compensation Committee after the next Annual General Meeting of shareholders.

*** On 9 March 2022, Partners Group announced changes and nominations to the composition of its Board of Directors and related committees, which will be proposed at the next Annual

General Meeting of shareholders on 25 May 2022. Anne Lester will be nominated for election as a new independent member of the Board and as a member of the Risk & Audit Committee, the Nomination & Compensation Committee and the Client Oversight Committee. Also nominated for election as a new independent member of the Board will be Flora Zhao. She will be nominated as a member of the Nomination & Compensation Committee and the Investment Oversight Committee.