2024 Annual General Meeting of shareholders

2024 Annual General Meeting of shareholders Wednesday, 22 May 2024, at 4:30 pm CEST Waldmannhalle, Neugasse 55, 6340 Baar, Switzerland (doors open at 3:30 pm CEST)

Content

  • Message from the Board of Directors
  • Motions submitted by the Board of Directors
    21 Organizational notes

Message from the Board of Directors

Dear shareholders,

2023 was a difficult year for the world, and one marked by a significant acceleration of change within the economy. Our industry has similarly faced a more challenging period, with a muted transaction market driven by a disconnect between buyers and sellers, as well as slowed client conversions impacting fundraising across the industry. In this context, we are pleased that the portfolio of businesses and assets under our stewardship continues to perform robustly, and our financial results are solid.

Financials

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In 2023, we grew total Assets under Management ("AuM") to USD 147 billion, representing a growth rate of 8% year- over-year. In our reporting currency, this

growth translated into an average AuM growth in CHF of 1% year-over-year, following the strong CHF appreciation. Management fees developed broadly in line with AuM in CHF, amounting to CHF 1'575 million. Performance fees increased 37% to CHF 369 million, representing 19% of total revenues. Together, total revenues rose by 4% to CHF 1'945 million. EBIT increased proportionally with revenues to CHF 1'193 million. Despite the strengthening of the CHF, our EBIT margin increased by 0.8%-points to 61.3%. Profit for the period amounted to CHF 1'003 million, in line with 2022.

Based on the confidence in the sustainability of the firm's growth, the Board has proposed a dividend of CHF

39.00 per share to shareholders at the upcoming Annual General Meeting.

2024 AGM

Industry outlook

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Our hypothesis that the roles of public and private markets are switching has been confirmed in 2023, as our industry is increasingly becoming the main funding engine of the rapidly changing real economy. Looking forward, we expect the next generation of technology to accelerate the pace of change in the economy, ushering in an unprecedented age of transformation and disproportional productivity, facilitated in a large part by private markets managers. During this next economic transformation we believe our industry will consolidate and business builders, who like Partners Group take a transformational approach to investing, will access a massive growth opportunity in the next 10 years.

Board changes

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I would like to take this opportunity to inform our shareholders that following the publication of Partners Group's Annual Results 2023, Dr. Martin Strobel, Vice-Chairman and Lead Independent Director of the Board, has taken the private decision to not stand for reelection at the upcoming AGM. Dr. Strobel has been a member of the Board

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since 2019 and has contributed significantly to the Board's entrepreneurial leadership, not only through his Board committee mandates, but especially in his numerous and highly impactful interactions with different teams of the firm around the globe. In the name of the entire Board, I wish to express my heartfelt gratitude for his contribution, dedication, and drive in support of our firm over these past years.

Our Board is committed to best practices in corporate governance and aims to have at least half of its members considered independent and a search for an additional independent Board member has commenced. We expect to nominate a suitable candidate ahead of the AGM in 2025.

On behalf of Partners Group, I would like to thank our clients, employees, and shareholders for their continued trust in our firm.

Yours sincerely,

Steffen Meister

Executive Chairman

Motions submitted by theBoard of Directors

2024 AGM

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1. Votes on the financial and non-financial reporting for the 2023 financial year

1.1. Approval of the 2023 Annual Report together with the management report, the consolidated financial statements, and the individual financial statements

The Board of Directors proposes to approve the 2023 Annual Report together with the management report, the consolidated financial statements, and the individual financial statements.

Notes: the 2023 Annual Report is available on Partners Group's website at: www.partnersgroup.com/financialreports. In the opinion of the auditors, KPMG AG, Zurich, the consolidated financial statements present a true and fair view of the Group's financial position, results of operations, and cash flows in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB), and comply with Swiss law. KPMG AG, Zurich, recommends approving the consolidated financial statements and the individual financial statements of Partners Group.

1.2. Approval of the 2023 non-financial report (Sustainability Report)

The Board of Directors proposes to approve the 2023 non-financial report pursuant to art. 964a of the Swiss Code of Obligations.

Notes: with the introduction of art. 964a et seqq. of the Swiss Code of Obligations ("CO"), Partners Group is obliged to prepare a report on non-financial matters as of the 2023 financial year. Details on compliance with this obligation can be found in the Sustainability Report 2023, which will be available as of 24 April 2024 under the

  • Motions submitted by the Board of Directors

following link: www.partnersgroup.com/financialreports. The report on non-financial matters must be submitted to the AGM for approval. The vote comprises the sections specified on page 75 of the Sustainability Report 2023. KPMG AG, Zurich, has undertaken a limited assurance engagement, and provided an independent assurance report on page 76 and 77.

2. Appropriation of available earnings and declaration of dividend for 2023

Based on an annual profit for 2023 of CHF 866 million, profit carried forward in the amount of CHF 1'947 million and available earnings in the amount of CHF 2'813 million, the Board of Directors proposes the distribution of a cash dividend of CHF 39.00 per share. This will result in a total distribution of CHF 1'041 million to shareholders and an amount brought forward of CHF 1'771 million.

Notes: the appropriation of the retained earnings and the distribution of the dividend are based on the annual financial statements audited by the auditors and to be approved under agenda item 1. Provided that the dividend proposal of the Board of Directors is approved, the gross dividend will amount to CHF 39.00 per share. The disbursement of the net dividend1 is scheduled for 28 May 2024. The shares will trade ex-dividend from 24 May 2024 onwards.

  • The net dividend is defined as the gross dividend reduced by a 35% Swiss withholding tax.

2024 AGM

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3. Discharge of the Board of Directors and of the Executive Team

The Board of Directors proposes to grant each member of the Board of Directors and each member of the Executive Team discharge from liability with regards to their activities in the 2023 fiscal year.

Notes: pursuant to art. 698 para. 2 section 7 CO, the discharge of the members of the Board of Directors and Executive Team is one of the inalienable powers of the shareholders' meeting. By granting discharge to the members of the Board of Directors and the Executive Team, the approving shareholders declare that they will no longer hold the responsible persons accountable for matters that occurred during the past financial year and were brought to the attention of the AGM.

10 Motions submitted by the Board of Directors

4. Introduction of a Capital Band

The Board of Directors proposes the introduction of a capital band with an upper limit at 110% of the share capital currently entered in the commercial register (excluding any capital decreases) and the corresponding introduction of article 3b in the Articles of Association of Partners Group Holding AG as follows:

"Art. 3b Capital band

  1. The Company is authorized pursuant to art. 653s et seqq. Swiss Code of Obligations to increase the share capital up to the amount of CHF 293'700.00 (capital band excluding the possibility of a capital reduction). The board of directors shall be authorized within the capital band to increase the share capital until 22 May 2029 once or several times and in any amounts up to the upper limit. The capital increase may be effected by issuing up to 2'670'000 fully paid-in registered shares with a par value of CHF 0.01 each.
  2. In case of a capital increase, the board of directors shall determine the number of shares, the issue price, the form of payment required for subscription (including contribution in kind, by off-setting claims against the Company, or by converting freely disposable equity), the date of issue, the conditions governing the exercise of subscription rights and the commencement of dividend entitlement. The board of directors may issue shares by way of firm underwriting with a bank or another third party followed by an offer to then current shareholders. The board of directors is authorized to restrict or exclude the trading of subscription rights. In the event of subscription rights not being exercised, the board of directors may, at its discretion, either allow such rights to expire worthless, place them or the shares, for which subscription rights were granted but not exercised, at market conditions or use them in some other manner conductive to the interests of the Company.

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Partners Group Holding AG published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2024 10:46:07 UTC.