ANNUAL REPORT 2020 Corporate Governance Report Partners Group has entities in various jurisdictions regulated 1. Group structure and shareholders by, including but not limited to, the Swiss Financial Market 2. Capital structure Supervisory Authority (FINMA), the U.S. Securities and 3. Board of Directors Exchange Commission (SEC), the United Kingdom Financial 4. Executive Committee Conduct Authority (FCA), the Monetary Authority of 5. Global Executive Board Singapore (MAS), the Commission de Surveillance du 6. Compensation, shareholdings and loans Secteur Financier (CSSF) and the Bundesanstalt für 7. Shareholders’ participation rights Finanzdienstleistungsaufsicht (BaFin), which uphold the 8. Changes of control and defense measures requirements that these regulations imply. Partners Group 9. Auditors is committed to meeting high standards of corporate 10. Information policy governance, with the aim of guiding the firm to further 11. Non-applicability/negative disclosure success. Partners Group prepares its Corporate Governance Report according to the “Directive on Information relating to In this Corporate Governance Report, references to “Partners Corporate Governance (including its annex)” issued by the SIX Group”, the “firm”, the “company”, the “entity”, “we”, “us” Exchange Regulation and also takes into account the “Swiss and “our” are to Partners Group Holding AG together with Code of Best Practice for Corporate Governance” issued by its consolidated subsidiaries, unless the context requires economiesuisse. otherwise. Furthermore, the board of directors of Partners Group Holding AG shall be referred to as “Board” or “Board of The corporate governance section contains information on Directors”. the following: 1) Formed for the purpose of purchasing, construction, maintenance or management of land and property (non-investment related). As of 31 December 2020 (Partners Group). The purpose of the chart above is to provide an overview of the group structure of Partners Group Holding AG and its subsidiaries/affiliates. The ownership percentages reflected in the chart are meant for illustrative purposes and are rounded. Partners Group | 143 ANNUAL REPORT 2020 Corporate Governance Report 1. Group structure and derivative transaction plan with Morgan Stanley & Co. International plc, each for up to 4.12% of Partners Group shareholders Holding AG’s total share capital (the “Derivative Transaction Plan”). The Derivative Transaction Plan involves collars, which include the purchasing of put and the writing of call 1.1. Group structure options (each a “Derivative Transaction”). Each Derivative 1.1.1. Description Transaction was due to expire on 17 June 2021, subject to Partners Group operates through majority or wholly early termination, including optional early termination by the owned direct or indirect subsidiaries in Switzerland, the Founding Partners. In order to coordinate the exercise of United States, Luxembourg, Germany, the United Kingdom, their Derivative Transactions, the Founding Partners have Guernsey, Singapore and other jurisdictions. The chart on the formed a group for their total derivative transaction positions previous page provides an overview of the group structure as of 12.37% (4.12% each) of the total share capital. of 31 December 2020. On 20 February 2017, the Founding Partners each extended 1.1.2. Listed companies belonging to the Group the Derivative Transaction Plan by another 0.87% of Partners Partners Group Holding AG is a stock corporation Group Holding AG’s total share capital (each an “Extension”). incorporated under Swiss law with its registered office and Each Extension involves another collar that was also due headquarters at Zugerstrasse 57, 6341 Baar-Zug. The shares to expire on 17 June 2021, subject to early termination, of Partners Group are listed pursuant to the International including optional early termination by the three Founding Reporting Standard on the SIX Swiss Exchange AG under Partners. the Valor number 2460882 and ISIN CH0024608827. The On 10 September 2020, each Founding Partner decided market capitalization of the company as of 31 December to terminate and settle the Derivative Transaction Plan 2020 was CHF 27.8 billion. All other group companies are and the Extension early, which lead to a decrease in their privately held. shareholding in Partners Group Holding AG of 5.01% each. 1.1.3. Non-listed companies belonging to the Group In addition, on 18 March 2020, a group controlled by For more detailed information on the non-listed subsidiaries BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, of the group, including names, domiciles, share capital and USA, disclosed an acquisition of shares resulting in a ownership interests, please see section 6 of the notes to shareholding of 1’328’551 shares, corresponding to 4.98% of the financial statements of Partners Group Holding AG in the total share capital. the Annual Report. For more detailed information on the On 10 July 2020, a group controlled by Allianz SE, 80802 non-listed operating subsidiaries of the group, including Munich, Germany, disclosed shareholdings of 900’683 shares, principal activity, place of incorporation, registered office and corresponding to 3.37% of the total share capital. ownership interests, please see section 17 of the notes to the consolidated financial statements in the Annual Report 2020. As of 31 December 2020, Partners Group held 347’655 treasury shares, corresponding to 1.30% of the total share capital. 1.2. Significant shareholders All disclosures according to art. 120 of the Financial Market Partners Group has the following significant shareholders Infrastructure Act (FMIA), including further details on the holding over 3% of the shares and voting rights of Partners lock-up group and organized group referred to above as Group Holding AG as of 3 March 2021. well as on option plans, can be found on the SIX Exchange The founding partners and largest shareholders of Partners Regulation homepage: www.six-exchange-regulation.com/en/ Group Holding AG, Dr. Marcel Erni and Messrs. Alfred home/publications/significant-shareholders.html. 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 1.3. Cross-shareholdings Partners Group Holding AG. Partners Group has no cross-shareholdings of 5% or more with another company or group of companies. On 3 December 2015, Dr. Marcel Erni and Messrs. Alfred Gantner and Urs Wietlisbach entered into a five-year 144 | Partners Group ANNUAL REPORT 2020 Corporate Governance Report 2. Capital structure 2.3. Changes in capital No changes in share capital have occurred during the last three years. 2.1. Capital The issued nominal share capital of Partners Group amounts 2.4. Shares and participation certificates to CHF 267’000, divided into 26’700’000 fully paid-in Partners Group has issued 26’700’000 fully paid-in registered shares with a nominal value of CHF 0.01 each. registered shares with a nominal value of CHF 0.01 each in accordance with our articles of association (available at 2.2. Authorized and conditional share capital http://www.partnersgroup.com/articlesofassociation). The As of 31 December 2020, Partners Group has no authorized shares have been issued in the form of book-entry securities. share capital. Shareholders do not have the right to ask for printing, emission or delivery of share certificates. Shareholders may, As of 31 December 2020, the following conditional share however, request at any time that Partners Group issues an capital is available to Partners Group’s Board of Directors: a attestation of their stock holding. maximum amount of CHF 40’050 through the issuance of no more than 4’005’000 registered shares, with restricted All shares have equal rights. Each share carries one vote at transferability, that are to be fully paid-in and that have a shareholders’ meetings. Voting rights and certain other non- nominal value of CHF 0.01 each. economic rights attached to the shares, including the right to call and to attend shareholders’ meetings, may be exercised The right to subscribe to new shares as part of the only after a shareholder has been registered in the share conditional share capital increase is granted to members of register of Partners Group as a shareholder with voting rights. the Board of Directors and employees of Partners Group All shares are entitled to full dividend payments. through the exercise of option rights (the “Beneficiaries”). Subscription and pre-emptive rights of shareholders are Partners Group has not issued (non-voting) participation excluded for this conditional capital increase in favor of certificates (Partizipationsscheine). the Beneficiaries. The Board of Directors will determine all details of the terms of issue, such as the amount of issue, 2.5. Dividend-right certificates date of dividend entitlement and kind of contribution, and will Partners Group has not issued any dividend-right certificates establish the related equity investment plan. The acquisition (Genussscheine). 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. Partners Group | 145 ANNUAL REPORT 2020 Corporate Governance Report 2.6. Transfer of shares, restrictions on transferability 2.7. Convertible bonds and options and nominee registration Partners Group currently has no convertible bonds Share transfers, as well as