Seizing the

opportunity

Pantheon International Plc

Annual Report and Accounts 2023

Full contents Available here, throughout the report

Strategic Report Manager’s Review Governance Financial Statements Other Information

Pantheon International Plc Annual Report and Accounts 2023

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DISTRIBUTION

This report contains terminology that may be unfamiliar to some readers. The Glossary on page 184 provides definitions for frequently used terms.

Chair’s Statement and Q&A with Shareholders

Seizing the

opportunity

Contents

Strategic Report

About PIP 03

About Pantheon 05

Active Management 06

Embedded Value 10

Performance 14

Responsible Investment 16

Chair’s Statement and Q&A with Shareholders 20

Key Performance Indicators 26

Our Strategy 31

Our Business Model 35

Investment Policy 42

Financing Our Undrawn Commitments 43

Risk Management and Principal Risks 44

s172(1) Statement 49

Viability Statement 54

Manager’s Review

Our Market 56

Portfolio 60

Performance 64

A Conversation with Advent International 70

Sectors in Focus 74

A Conversation with Pantheon’s Global

Head of ESG 76

Realisations 82

Net Portfolio Cash Flow 86

Distributions 87

Calls 92

New Commitments 93

Focus on Manager-led Secondaries 96

Buyout Analysis 103

Largest 50 Companies 106

Other Information 108

Key Pantheon Personnel Supporting PIP 116

Governance

Board of Directors 121

Directors’ Report 123

Statement on Corporate Governance 128

Audit Committee Report 135

Directors’ Remuneration Report 138

Directors’ Responsibility Statement 141

Independent Auditor’s Report to the

Members of Pantheon International Plc 142

Financial Statements

Income Statement 151

Statement of Changes in Equity 152

Balance Sheet 153

Cash Flow Statement 154

Notes to the Financial Statements 155

Other Information

AIFMD Disclosures 178

Alternative Performance Measures 180

Glossary of Terms 184

Directors and Advisers 186

Retail investors advised by independent

financial advisers

The Company currently conducts its affairs

so that its shares can be recommended by

independent financial advisers to retail private

investors in accordance with the FCA’s rules in

relation to non-mainstream investment products.

The shares are excluded from the FCA’s

restrictions which apply to non-mainstream

investment products because they are shares

in a UK-listed investment trust.

2023Annual Report and AccountsPantheon International Plc 01Strategic Report Manager’s Review Governance Financial Statements Other Information

Strategic Report

About PIP 03

About Pantheon 05

Active Management 06

Embedded Value 10

Performance 14

Responsible Investment 16

Chair’s Statement and Q&A with Shareholders 20

Key Performance Indicators 26

Our Strategy 31

Our Business Model 35

Investment Policy 42

Financing Our Undrawn Commitments 43

Risk Management and Principal Risks 44

s172(1) Statement 49

Viability Statement 54

Strategic Report

Manager’s Review

Governance

Financial Statements

Other Information

2023Annual Report and AccountsPantheon International Plc 02

About PIP

Making the

private, public

A share in Pantheon International Plc provides

access to a high-quality diversified portfolio of

private companies around the world that would

otherwise be inaccessible to most investors.

Shares in PIP can be bought and sold as they

would in any other publicly listed company.

1 Including financing costs, PIP’s total ongoing charges would be 1.50%. See page 183 of the

Alternative Performance Measures section for calculations and disclosures.

PIP

Pantheon International Plc (“PIP”or the “Company”) isa FTSE 250 private equity investment trust, actively

managed byPantheon, one oftheleading private markets investment managers globally.

PIP is overseen by an independent Boardof Directors who come from arange ofbackgrounds.

Shareholders

Invest via London

Stock Exchange

PIP PIP Board Pantheon

APPOINTS

MANAGES

OVERSEES

As at 31 May 2023

-8.0%

Share price change

in the year

+12 . 1%

Average annual NAV

growth since 1987

(net of fees)

£ 2 . 5bn

Net asset value

(“NAV”)

1.25%

Association of

Investment Companies

(“AIC”) ongoing charges

£1 . 4bn

Market

capitalisation

+2.4%

NAV per share

growth in the year

Strategic Report

Manager’s Review

Governance

Financial Statements

Other Information

2023Annual Report and AccountsPantheon International Plc 03

About PIP

Seizing a compelling

investment opportunity

We are revising our

capital allocation policy:

– PIP is committing up to £200m to

investin its portfolio by acquiring its

ownshares during the financial year

to31May 2024.

– Furthermore, the Board intends to extend

PIP’s capital allocation policy in the

future to dedicate a proportion of the

Company’s net portfolio cash flow to

share buybacks.

– Further details of the policy, which will

beapplied according to the levels of

prevailing share price discount to NAV,

will be announcedin due course.

Capturing value

for shareholders:

– At high discount levels, it is highly

attractive for PIP to reinvest in its

ownshares.

– We know our portfolio well and have

confidence in its valuation.

– We will continue to make new

investments alongside buybacks.

Having the flexibility

to do this:

– The share repurchase of up to £200m

represents approximately 15% of

PIP’syear-end market capitalisation

at current discount levels.

– At the end of the financial year end,

PIP had £63mof cash and £500m of

unused credit facilities.

– As PIP invests directly into new

investments, the majority of which are

to individual companies, we have the

flexibility to manage PIP’s cash position

at relatively short notice.

Read more on PIP’s historic

net portfolio cash flow here

2023Annual Report and AccountsPantheon International Plc 29

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Other Information

Key Performance Indicators

WHAT THIS IS

The undrawn coverage ratio is the ratio of available

financing and 10% of private equity assets to

undrawn commitments. The undrawn coverage

ratio is an indicator of the Company’s ability to meet

outstanding commitments, even in the event of a

market downturn.

HOW PIP HAS PERFORMED

– The current level of commitments is consistent

with PIP’s conservative approach to balance

sheet management.

– In line with historical experience, theCompany

expects undrawn commitments to be funded

over aperiod of several years.

LINK TO OUR STRATEGIC OBJECTIVES

– Flexibility in portfolio construction, allowing the

Company to select a mix of manager-led secondaries,

co-investments and primary, and vary investment

pace, to achieve long-term capitalgrowth.

EXAMPLES OF RELATED FACTORS THAT WE MONITOR

– Relative weighting of primary, secondary

andco-investments in the portfolio.

– Level of undrawn commitments relative

to gross assets.

– Trend in distribution rates.

– Ability to access debt markets on favourable terms.

Undrawn coverage ratio

160%

100%

20%

60%

31 May 2021 31 May 202331 May 2022

135%

120%

108%

98%

80%

40%

140%

PerformanceLiquidity

Portfolio investment return

NAV per share growth

Five-year cumulative total

shareholder return

Undrawn coverage ratio

Net portfolio cash flow

1 Outstanding commitments relating to funds outside their

investment period (>13 years old) were excluded from the

calculation as there is a low likelihood of these being drawn.

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Other Information

INVESTMENT TYPE

Focus on maturity profile and potential to boost performance

INVESTMENT STAGE

Focus on mid-market andgrowth

SECTOR AND GEOGRAPHIC EXPOSURE

Global with a focus on high-growth and niche areas

Culture and Purpose

It is a requirement for all companies to set out their culture and purpose.

TheCompany’s defined purpose is relatively simple: it is to deliver our investment

strategy led by a Board that promotes strong governance and a long-term

investment approach that actively considers the interests of all stakeholders.

The Directors agree that establishing and maintaining a healthy corporate

culture within the Board and in its interaction with the Manager, shareholders

and other stakeholders will support the delivery of its purpose, values and

strategy. The Board seeks to promote a culture of openness and integrity

through ongoing dialogue andengagement with its service providers, principally

the Manager.

2023Annual Report and AccountsPantheon International Plc 31

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Other Information

The Board regularly reviews

PIP’s overall investment

strategy and it has formed

part of Board discussions

throughout the year.

Through the ongoing dialogue between

the Board and the Manager, Pantheon, the

Manager reports to the Board on progress

and highlights any obstacles or changes in

market conditions which may affect the

Company’s ability to achieve its strategic

goals. In cases where this may occur, the

Manager will propose solutions for which

itwill seek the support of the Board.

Equally, the Board maintains the flexibility

to propose amendments to the strategy

as it deems necessary.

In addition, the Board reviews individual

investments that exceed exposure limits,

which are set at appropriate levels to

reflectadiversified approach. At times,

the Manager may make recommendations

to the Board and seek approval for certain

investments that fall outside of any

limits expressed in the agreed strategic

approach, but which Pantheon believes to

be a good investment opportunity for PIP.

The Board maintains its independence at

all times and robustly challenges such

recommendations to ensure that they

are in the best interests of shareholders.

The Manager also reports to the Board

onPIP’smarketing and investor relations

activities, considering new initiatives that

could help to increase PIP’s profile, and

toreach potentialnew shareholders in

theCompany.

Building a resilient

portfolio that can deliver

long-term outperformance

Our Strategy

INVESTMENT TYPE

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Focus on maturity profile

and potential to boost

performance

Primaries, manager-led secondaries

andco-investments all have attractive

characteristics, as highlighted in the

Business Model on pages 35 to 41.

PIP’stransparent and direct investment

approach gives it the flexibility to take

advantage of prevailing market conditions

and to maximise control over the

Company’s financing risk, including its

ability to generate positive cash flows.

As the weighting towards co-investments

has been increased over time, the three

different investment types have

intentionally taken on more equal

weightings. These weightings do not

represent hard caps; however, the Board

and the Manager believe that this is the

optimal mix to benefit from the cash

generated by the more mature assets in

PIP’s portfolio while rejuvenating the

portfolio with the younger vintages offered

by primaries and co-investments. In

addition, we have been steering PIP’s

secondary investment strategy towards

manager-led secondaries which form a

fast-growing part of the secondary market

and are attractive for several reasons

ashighlighted on page 96. These

investments also provide younger

vintagesto the portfolio.

With an increased weighting towards

co-investments and manager-led

secondaries, we expect the number

ofunderlying managers and portfolio

companies to which the Company is

exposed to continue to reduce over

time.As a result, the potential for the

Company’s overall NAV to be driven by

theperformance of individual assets

should be increased while maintaining

thebenefits of a portfolio that is well

diversified by type, stage, geography

andsector.

1 Fund investment type is based upon underlying fund valuations and account for 100% of PIP’s overall portfolio value. The charts exclude the portion of thereference portfolio

attributable to the Asset Linked Note.

Our Strategy

Investment type

Primaries 34%

Co-investments 33%

Manager-led secondaries 19%

Fund secondaries 14%

The Board believes that there are several

benefits to this investment approach:

risk is effectively managed through

diversification while the improved

transparency of PIP’s underlying portfolio,

and increased investment flexibility, should

create a clearer link between the strongest

performing companies in the portfolio and

the potential to boost NAV growth in the

future. Also, Pantheon can remain highly

selective and disciplined when assessing

deal flow, while at the same time reducing

the risk of PIP being excluded from exciting

opportunities due to investment constraints.

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INVESTMENT STAGE

Focus on mid-market

andgrowth

PIP’s portfolio is diversified by stage.

While the Company’s strategy is to

maintain a healthy mix of all stages,

Pantheon and PIP favour the buyout

segments, with a particular focus on

thesmall and mid-market. The small/

mid-market offers distinct characteristics,

when compared withlarge deals, such as:

– More attractively priced assets which

tend to have lower levels ofleverage

than the broader market average;

– Greater visibility of the value drivers and

the levers to pull to improve operational

efficiency to better drive growth, both

organically and through buy-and-build

strategies; and

– More routes to exit including strategic

acquisitions, sales to other private

equity managers or initial public

offerings (“IPOs”). In PIP’s case, it should

be noted that the majority of exits have

consistently been to strategic buyers

and other private equity managers,

withIPOs accounting for just 3% of

exitsduring the year to 31 May 2023.

Venture accounts for a very small

proportion of PIP’s portfolio and any

investment activity by PIP in early stage

venture funds is focused oninvesting

withtop-tier venture managers, mainly

through primary fund investments,

whoareable to identify innovative

opportunities with the potential to

generatesignificant outperformance.

Our Strategy

1 Stage chart is based upon underlying fund valuations and accounts for 100% of PIP’s overall portfolio value. The chart excludes the portion of the reference portfolio attributable to the

Asset Linked Note.

2 Special situations investments can include distressed debt, mezzanine, energy/utilities and turnarounds.

Stage

Small/mid buyout 45%

Large/mega buyout 26%

Growth 20%

Special situations

Venture 3%

While special situations include assets

withunique characteristics which can

offerpotential for outperformance, it is the

Board’s intention that special situations

investments will only be a small minority

oftheoverall portfolio.

SECTOR AND GEOGRAPHIC

EXPOSURE

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Global with a focus on

high-growth and niche areas

The Board is committed to offering investors

a global portfolio with investments in North

America, Europe, Asia and Emerging Markets.

It takes an active approach towards the

weightings of those geographies in response

to market conditions but supports the

majority of the Company’s capital being

invested in the USA and Europe where the

private equity markets are well established.

The Board relies on Pantheon’s investment

teams located around the world that can

take advantage of proprietary information

flows and access to opportunities through

their extensive networks of relationships.

It is Pantheon’s objective to identify managers

globally that are able to take a thematic

approach and focus on high-growth sectors,

many of whichmay not be fully represented

by the public markets. In addition, Pantheon

has a deliberate strategy of targeting sectors

experiencing dislocation, as well as niches

where underlying growth is less correlated

to GDP growth. Recent examples of this have

been within the Information Technology and

Healthcare sectors. For more information

on the sectors inwhich PIP is invested,

see pages 74 and 75.

The Board believes that its oversight of the

Manager’s activities, while at the same time

allowing Pantheon the flexibility that it needs

to make the appropriate investment decisions

on the Company’s behalf, ensures that PIP

is able to deliver on its strategic objectives

for shareholders over the long term.

1 The company sector chart is based upon underlying company valuations as at 31 March 2023, adjusted for calls and

distributions to 31 May 2023. These account

for 100% of PIP’s overall portfolio value.

2 Region is based upon underlying fund valuations and accounts for 100% of PIP’s overall portfolio value. Thechart

excludes the portion of the reference portfolio attributable to the Asset Linked Note.

3 EM is Emerging Markets.

Our Strategy

Company sectors

Information technology 33%

Healthcare 19%

Consumer 14%

Financials 11%

Industrials 10%

Communication services 7%

Energy 3%

Materials 2%

Other 1%

Region

USA 54%

Europe 28%

Asia and EM

10%

Global 8%

Our Business Model

We aim to deliver

consistent returns

over the long term

Our investment process

Investment opportunities

in companies and

complementary funds

are originated via

Pantheon’s extensive and

well-established platform.

We invest with many of the

best private equity managers

who are able to identify

andcreate value in their

portfolio companies.

Cash generated from the

sale of those companies

is returned to PIP and

redeployed into new

investment opportunities.

What we do

PIP invests directly in private companies

worldwide through co-investments

alongside selected private equity managers

and through manager-led opportunities,

aswell as in complementary private

equityfunds.

– An investment in PIP offers shareholders

exposure to a growing private market

ofover US$5.2tn

globally where the

bestprivate equity opportunities

mightotherwise be inaccessible to

shareholders.

We aim to deliver attractive and consistent

returns to shareholders over the long term,

and at relatively low risk. The Board remains

committed to its policy of maximising

capital growth and therefore, as in previous

years, is not proposing the payment of

a dividend.

Why we do it

Through Pantheon, we have an opportunity

to invest with and alongside many of the

best private equity managers globally based

on the trust and experience built up over the

40 years that Pantheon has been making

investments.

– It is our aim to bring the attractive

credentials of private equity and its track

record of outperforming public markets

toa wider set of investors.

It is our mission to generate sustainably high

investment returns through an actively

managed, institutional grade portfolio of

private companies and funds built by

investing with the best managers globally.

How we do it

PIP’s Manager, Pantheon, has a

well-established platform built onthree

strategic pillars of investment: primary,

secondary and co-investments, with each

offering their own merits.

We believe that by combining the three

waysof accessing private equity

investments, we are able to:

– Build and maintain a well-balanced

portfolio in a combination thatwe monitor

and manage with the aim of maximising

capitalgrowth;

– Manage the maturity profile of the assets

so that PIP’s portfolio remains naturally

cash-generative on a sustainable basis;

and

– Ensure that the vehicle remains as

cost-effective as possible forour

shareholders by reducing any potential

drag on returns.

1 Source: Preqin. As at 31 December 2022.

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We have full control over

portfolio construction

PIP has the opportunity to participate in all

of the private equity investments sourced

for it by Pantheon.

This means that:

– We have control of investment

strategy, overseen by the fully

independent Board.

– We have the flexibility to tilt the

portfolio towards where we see the

best fit for our long-term objectives.

– We can accept or decline deals

without being “tied in” to other

Pantheon fund strategies.

– We can control PIP’s investment

pacing according to its financial

resources at the time.

– We have the flexibility to vary

the size of its commitments as

appropriate and in line with any

adjustments to its investment

strategy.

– We avoid the additional costs

thatcan occur when investing

viaintermediate vehicles.

Our Business Model

CompanyCompanyCompanyCompany

PIP and

Pantheon

Pantheon is PIP’s

investment manager

Private

equity

manager

PIP

Pantheon

in-house

funds

PIP invests in private equity funds

managed by many of the best private

equity managers globally

PIP invests alongside private equity

managers directly into companies via

co-investments and manager-led secondaries

Company Company

Private

equity

manager

Private

equity

fund

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Our Business Model

Our investment strategies:

YEARS

We invest in a company

directly, alongside a private

equity manager.

– Direct investment in individual companies which have attractive

growth characteristics and have effectively passed through a

“double quality filter”, alongside PIP’s leading private equity managers.

– This boosts the performance potential because of asset selection,

and there are typically very low or no fees, making it a cost-effective

way of capitalising on the high value added by PIP’s selected managers.

– Co-investments are through invitation only and are therefore not

accessible to most investors.

Direct company investments

52% of PIP's portfolio

Funds

48% of PIP's portfolio

Co-investments

Manager-led Secondaries

Primaries

Fund Secondaries

10 2 5 83 6 94 7 10 11 12

INVESTMENT PERIOD HARVEST PERIOD

NET

CASH

FLOW AT

EXIT

1 As at 31 May 2023.

CASH FLOW PROFILE

COMPANY

POINT

ENTRY

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Our Business Model

Our investment strategies:

YEARS

10 2 5 83 6 94 7 10 11 12

We invest in a company directly,

alongside a private equity

manager, that the manager has

already owned for a period of

time and therefore knows well.

– We partner with high-quality private equity managers to acquire,

as single transactions, their most attractive portfolio companies

via a continuation fund.

– Allows the private equity manager to hold onto a prized asset,

which they believe has potential for further growth, when the fund

in which it is held comes to the end of its life.

Co-investments

Manager-led Secondaries

Primaries

Fund Secondaries

INVESTMENT PERIOD HARVEST PERIOD

NET

CASH

FLOW AT

EXIT

FUND

Direct company investments

52% of PIP's portfolio

Funds

48% of PIP's portfolio

1 As at 31 May 2023.

CASH FLOW PROFILE

POINT

ENTRY

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Our Business Model

Our investment strategies:

We invest in a new private

equity fund when it is

established.

– Captures exposure to top-tier, well-recognised managers as well

as to smaller niche funds that are generally hard to access.

– Targets leading managers predominantly in the USA and Europe,

with a focus on funds which are unlikely to become available in the

secondary market.

Primaries

Fund Secondaries

Co-investments

Manager-led Secondaries

YEARS

10 2 5 83 6 94 7 10 11 12

INVESTMENT PERIOD HARVEST PERIOD

FUND

NET

CASH

FLOW AT

EXIT

Direct company investments

52% of PIP's portfolio

Funds

48% of PIP's portfolio

1 As at 31 May 2023.

CASH FLOW PROFILE

POINT

ENTRY

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Our Business Model

Our investment strategies:

YEARS

We purchase the interests of

an investor in a fund or funds

typically late into, or after, the

investment period.

– Targets favoured companies and funds at a stage when the

underlying assets’ performance is visible and the funds are

realising investments, returning cash to PIP more quickly.

– One of the advantages of investing in secondaries is that earlier

fees will have been borne by the seller so total expenses are lower.

10 2 5 83 6 94 7 10 11 12

Primaries

Fund Secondaries

Co-investments

Manager-led Secondaries

INVESTMENT PERIOD HARVEST PERIOD

NET

CASH

FLOW AT

EXIT

FUND

Direct company investments

52% of PIP's portfolio

Funds

48% of PIP's portfolio

1 As at 31 May 2023.

CASH FLOW PROFILE

POINT

ENTRY

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Our Business Model

What sets us apart

Proven track record and

focus on risk management

For 36 years, PIP has been able to adapt

quickly and effectively to changing market

conditions. This flexible and proactive

approach means that PIP is wellplaced to

continue to deliver onits long-term strategic

objectives. PIP’s NAVhas outperformed

itspublic market benchmark indices over

multipleperiods and since the Company’s

inception in 1987.

We pay close attention to the management

of risk. PIP provides a carefully constructed

and appropriately diversified portfolio for

investors with a particular emphasis on

well-established companies in the buyout

stage. This is supported by a prudently

managed balance sheet which has the

strength to continue to meet its outstanding

commitments, even in moredifficult

economic times. See page 43 formore

information on the balance sheet.

A global portfolio

Just over half of PIP’s portfolio is invested

intheUSA, which is the deepest, most

developed private equity market in the world

and is often inaccessible to many investors

in other regions. The next largest proportion

of the portfolio isinvested in Europe, with an

emphasis on Northern Europe,while the

remaining exposure is to faster-growing

economies such as Asia.

The presence of Pantheon’s teams in its

11offices around the world means that

theyare on the ground locally, working with

their extensive networks of relationships

with private equity managers and taking

advantage of proprietary information

flowsand access toopportunities. These

relationships enable Pantheon to source and

respond quickly to thebest deal flow inthose

regions. In addition, through its participation

on over 585

advisory boards globally,

Pantheon actively engages with itsprivate

equity managers onportfolio monitoring

issues on a continuousbasis.

Culture & Diversity

Pantheon has a strong culture of openness

andinclusive teamwork, and encourages

theexchange of ideas. PIP is supported by

455people around the world including a

large team of 134 investment professionals

PIP also benefits from a dedicated and

experienced team that looks after it on

aday-to-day basis. In keeping with its

collaborative culture, Pantheon avoids

investments in private equity managers

with“star” individuals which would give

riseto a higher degree of key personrisk.

From day one, Pantheon has understood

that adiverse workforce creates a more

productive environment. Each year,

Pantheon publishes statistics documenting

its global staff breakdowns according to

gender identity, ethnic diversity, LGBTQ+

anddisability profiles. The firm has

consistently exceeded industry averages

forgender diversity. Pantheon also

supportsa number of inclusion and diversity

initiatives and organisations around the

world. See page 81 for moreinformation.

2 As at 30 June 2023.1 As at 31 March 2023.

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Investment Policy

Our investment policy is to

maximise capital growth

with acarefully managed

risk profile.

The Company’s policy is to make unquoted

investments. It does so by subscribing to

investments in new private equity funds

(“Primary Investment”), buying secondary

interests in existing private equity funds

(“Secondary Investment”), and acquiring

direct holdings in unquoted companies

(“Co-investments”), usually either where

a vendor is seeking to sell a combined

portfolio of fund interests and direct

holdings or where there is a private equity

manager, well knownto the Company’s

Manager, investing on substantially

thesame terms.

The Company may, from time to time, hold

quoted investments as aconsequence of

such investments being distributed to the

Company from its fund investments as

theresult of an investment in an unquoted

company becoming quoted. In addition,

the Company may invest in private equity

funds which are quoted. The Company will

not otherwise normally invest in quoted

securities, although it reserves the right to

do so should this be deemed to be in the

interests of the Company.

The Company may invest in any type of

financial instrument, including equity

and non-equity shares, debt securities,

subscription and conversion rights and

options in relation to such shares and

securities, and interests in partnerships

and limited partnerships and other

forms of collective investment schemes.

Investments in funds and companies

may be made either directly or indirectly,

through one or more holding, special

purpose or investment vehicles in which

one or more co-investors may also have

an interest.

The Company employs a policy of

over-commitment. This means that the

Company may commit more than its

available uninvested assets to investments

in private equity funds on the basis that

such commitments can be met from

anticipated future cash flows to the

Company and through the use of

borrowings and capital raisings

where necessary.

The Company’s policy is to adopt a global

investment approach. TheCompany’s

strategy is to mitigate investment risk

through diversification of its underlying

portfolio by geography, sector and

investment stage. Since the Company’s

assets are invested globally on the basis,

primarily, of the merits of individual

investment opportunities, the Company

does not adopt maximum or minimum

exposures to specific geographic regions,

industry sectors or the investment stage

ofunderlying investments.

In addition, the Company adopts the

following limitations for the purpose of

diversifying investment risk:

– No holding in a company will represent

more than 15% by value of the

Company’s investments at the time

of investment (inaccordance with

the requirement for approval as an

investment trust which applied

to the Company in relation to its

accounting periods ended on and

before 30 June 2012).

– The aggregate of all the amounts

invested by the Company (including

commitments to or in respect of) in

funds managed by a single management

group may not, in consequence of any

such investment being made, form more

than 20% of the aggregate of the most

recently determined gross asset value

of the Company and the Company’s

aggregate outstanding commitments

inrespect of investments at the time

such investment is made.

– The Company will invest no more than

15% of its total assets in other UK-listed

closed-ended investment funds

(including UK-listed investment trusts).

The Company may invest in funds and

other vehicles established and managed

oradvised by Pantheon or any Pantheon

affiliate. Indetermining the diversification

of its portfolio and applying theManager’s

diversification requirement referred to

above, the Companylooks through vehicles

established and managed oradvised by

Pantheon or any Pantheon affiliate.

The Company may enter into derivatives

transactions for the purposes of efficient

portfolio management and hedging

(for example, hedging interest rate,

currency or market exposures).

Surplus cash of the Company may be

invested in fixed interest securities,

bank deposits or other similar securities.

The Company may borrow to make

investments and typically uses its

borrowing facilities to manage its cash

flows flexibly, enabling the Company to

make investments as and when suitable

opportunities arise, and to meet calls in

relation to existing investments without

having to retain significant cash balances

for such purposes. Under the Company’s

Articles of Association, the Company’s

borrowings may not at any time exceed

100% of the Company’s NAV. Typically,

the Company does not expect its gearing

to exceed 30% ofgross assets. However,

gearing may exceed this in the event that,

forexample, the Company’s future cash

flows alter.

The Company may invest in private equity

funds, unquoted companies or special

purpose or investment holding vehicles

whichare geared by loan facilities that

rankahead of the Company’s investment.

The Company does not adopt restrictions

on the extent to which it is exposed to

gearing in funds or companies in which

itinvests.

2023Annual Report and AccountsPantheon International Plc 42

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Manager’s Review

Governance

Financial Statements

Other Information

Financing Our Undrawn Commitments

Prudent balance sheet

management supports PIP’s

long-term investment strategy.

We manage PIP to ensure that it has enough

liquidity to finance its undrawn commitments,

which represent capital committed to funds

but yet to be drawn by the private equity

managers, as well as to take advantage of

new investment opportunities. A critical part

of this exercise is ensuring that the undrawn

commitments do not become excessive

relative to PIP’s private equity portfolio and

available financing. We achieve this by

managing PIP’s investment pacing as well

as constructing its portfolio so that it has

the right balance of exposure to primaries,

manager-led secondaries and co-investments.

Managing our financing cover

PIP’s undrawn commitments were £857m

as at 31 May 2023 (31 May 2022: £755m).

Of the £857m undrawn commitments as

atthe period end, £48m relate to funds that

are more than 13 years old and therefore

outside their investment periods. Generally,

when a fund is past its investment period,

itcannot make any new investments

andonly draws capital to fund follow-on

investments or to pay expenses. As a

result, the rate of capital calls by these

funds tends to slow dramatically.

As at 31 May 2023, PIP had net available

cash

balances of £63m (31 May 2022:

£227m). In addition to these cash balances,

PIP also has access to a wholly undrawn

£500m multi-currency revolving credit

facility agreement (“loan facility”) that

expires in July 2027. Using exchange rates

at 31 May 2023, the loan facility amounted

to a sterling equivalent of £491m.

Therefore, the Company had £554m of

available financing as at the period end

(31 May 2022: £528m) which, along with

the value of the private equity portfolio,

1 Includes undrawn commitments attributable to the reference portfolio related to the ALN.

2 The available cash and loan figure excludes the current portion payable under the Asset Linked Note, which amounted

to £1.2m as at 31 May 2023.

3 Excludes outstanding commitments relating to funds outside their investment period (>13 years old), amounting to

£48.2m as at 31 May 2023 (31 May 2022: £57.1m).

provides comfortable cover of 3.7 times

(31 May 2022: 4.0 times) relative to

undrawn commitments for funds within

their investment periods.

Another important measure is the undrawn

coverage ratio, which is the ratio of available

financing and 10% of private equity assets

to undrawn commitments. The undrawn

coverage ratio is a key indicator of the

Company’s ability to meet outstanding

commitments, even in the event of a market

downturn, and was 98% as at 31 May 2023

(31 May 2022: 108%)

Coverage ratios

Portfolio value Net available cash and loan

Undrawn commitments

£3,500m

£2,500m

£2,000m

£1,500m

£1,000m

£500m

£0m

Porfolio and available financing

Undrawn commitments

£3,000m

2,476 560

788

3.7x

financing cover

98%

undrawn coverage ratio

Undrawn commitments

byvintage

2023 15%

2022 35%

2021 17%

2020 4%

2019 6%

2018 4%

2017 2%

2014–2016 7%

2010–2013 3%

2009 and earlier 7%

2023Annual Report and AccountsPantheon International Plc 43

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Manager’s Review

Governance

Financial Statements

Other Information

The Company is exposed to a variety of risks and uncertainties. The Board, through delegation to the Audit Committee, has undertaken a robust assessment and review of the principal risks facing PIP,

together with a review of any new and emerging risks that may have arisen during the year to31 May 2023, including those that would threaten its business model, future performance, solvency or

liquidity. A summary of the risk management and internal control processes can be found in the Statement on Corporate Governance on pages 128 to 134.

Investment and strategy risk

Type and description of risk Potential impact Risk mitigation Outcome for the year

Investment performance

The Manager selects the investments for the

Company’s portfolio. Theorigination, investment

selection and management capabilities ofboth

theManager and third-party managers are key to

theperformance of the Company.

– Performance not comparable to benchmark/

industry average. Consistently poor performance

may lead to a fall in the quoted share price and

impact share price discount to NAV.

– The Manager has a long track record of investing

alongside private equity managers with experience

ofnavigating economic cycles. Diversification by

geography, stage, vintage and sector, helps to

mitigatethe effect of public market movements on

theCompany’s performance.

Stable during the year

– PIP continues to adopt a diversified approach

toportfolio construction.

– In historical periods of significant public market

volatility, private equity market valuations have

typically been less affected than public equity

market valuations.

– Portfolio investment return of 3.5% in the year

to31 May 2023.

Market factors

Inflation, interest rates and equity market performance

can affect portfolio investment returns.

– Impact of general economic conditions on

underlying fund and company valuations, exit

opportunities and the availability of credit.

– Higher risk of market volatility, price shocks

orasignificant market correction.

– As part of its investment due diligence process,

Pantheonassesses the approach of its managers to

company illiquidity and macroeconomic factors as well

as projected exit outcomes.

Rising during the year

– Resilient performance of the portfolio despite

achallenging macro environment.

Valuations

In valuing its investments in private equity funds

andunquoted companies and publishing its NAV,

theCompany relies to a significant extent on the

accuracy of financial and other information

providedby third party managers.

– Potential for inconsistency in the valuation

methods adopted by third party managers

andfor valuations tobe misstated.

– The valuation of investments is based on periodically

audited valuations that are provided by the underlying

private equity managers.

– Pantheon carries out a formal valuation process

involving monthly reviews of valuations, the verification

of audit reports and a review of any potential

adjustments required to ensure reasonable valuations

in accordance to fair market value principles under

Generally Accepted Accounting Principles (“GAAP”).

– Pantheon’s Valuation Committee, which is independent

of the investment and investor relations teams, and

comprised of senior team members, has ultimate

responsibility for approving valuations, ensuring that

thereare robust governance, oversight and process

frameworks in place, guaranteeing compliance with

standards and consistent application of policy.

Stable during the year

– No material misstatements concerning the

valuations provided by underlying private equity

managers and the existence of investments

during the year.

Risk Management and Principal Risks

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Financial Statements

Other Information

Investment and strategy risk

Type and description of risk Potential impact Risk mitigation Outcome for the year

Level of discount

A decline in the popularity of the private equity sector

hascontributed to a reduction in demand for the

Company’s shares.

– Market sentiment on the listed private equity

sector can affect the Company’s share price

andwiden discounts relative to NAV, causing

shareholder dissatisfaction.

– Regular review of the level of discount or premium

relative to the sector.

– Consideration of ways in which share price performance

may be enhanced including the effectiveness of

marketing and policies such as share buybacks.

– The Board regularly discusses the shareholder register

with the Manager so as to monitor buying/selling activity

and to identify potential new investors.

– The Manager and the Company’s broker are in regular

contact with existing shareholders and prospective

newinvestors.

Rising during the year

– Private equity continues to outperform public

markets over the long term and has proved to be

an attractive asset class through various cycles.

– However, in line with the sector, the Company’s

share price discount to NAV has widened during

the year.

– PIP is committing up to £200m to share

buybacks during the financial year to 31 May

2024. The Board intends to dedicate a

proportion of the Company’s net portfolio

cashflow to future share buybacks.

Vehicle financing

Availability, level and cost of credit for the Company.

– Potential impact on performance and liquidity,

especially in the event of a market downturn.

– PIP’s Articles of Association and investment policy

impose limits on the amount of gearing that the

Company can take on.

– The periodic review of principal covenants for the loan

facility ensures thatthe Company complies with loan to

value and liquidity ratios.

– The Board conducts regular reviews of the balance sheet

and long-term cash flow projections, including downside

scenarios that reflect the potential effects of significant

declines in NAV performance, adverse changes in

call/distribution rates and restrained liquidity sourcing

in a distressed environment.

Stable during the year

– Cash flow forecasts under normal and stress

conditions were reviewed with the Board.

Downside scenario modelling indicates that

theCompany has the available financing in

placeto meet investment commitments,

eveninan environment characterised by

largeNAV declines and a material reduction

indistribution activity.

– There was no gearing at the Company level as

at the end of the financial year.

Lookthrough gearing

Availability, level and cost of debt for underlying

fundsand portfolio companies.

– Rising interest rates can impact the profitability

and valuation of underlying portfolio companies.

– A deterioration in credit availability can

potentially reduce investment activity.

– As part of its investment process, the Manager

undertakes a detailed assessment of the impact of debt

at the underlying fund level and underlying company level

on the risk-return profile of a specific investment.

Rising during the year

– Whilst debt multiples in PIP’s buyout portfolio

remain at reasonable levels as at year end, the

collapse of SVB, created a shock to the credit

markets, reducing the availability of credit and

increasing the cost of debt.

Risk Management and Principal Risks

2023Annual Report and AccountsPantheon International Plc 45

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Financial Statements

Other Information

Investment and strategy risk

Type and description of risk Potential impact Risk mitigation Outcome for the year

Liquidity management

Insufficient liquid resources to meetoutstanding

commitments toprivate equity funds.

– The Company has outstanding commitments

that may be drawn down at any time in excess of

total liquidity to private equity funds. The ability

to fund this difference is dependent on receiving

cash proceeds from investments (the timing of

which are unpredictable) and the availability of

financing facilities.

– PIP has a mature portfolio that is naturally cash

generative.

– In the event that cash balances and cash distributions

areinsufficient to cover capital calls, PIP has the ability

todraw funds from a credit facility.

– Pantheon manages the Company so that undrawn

commitments remain at an acceptable level relative to

its portfolio assets and available financing.

– The Board conducts a comprehensive review of the

Company’s cash flow forecasts under different

scenarios on a regular basis.

Stable during the year

– PIP has access to a £491m loan facility that

expires in July 2027. Together with PIP’s net

available cash balances of £63m, total available

financing as at 31 May 2023 stood at £554m.

Total available financing, along with the private

equity portfolio, was greater than outstanding

commitments by a factor of 3.7 times.

Investment rate

Lack of suitable investment opportunities to meet

strategicobjectives.

– Change in risk profile as a result of manager,

fund or company exposures that are materially

different from the Company’s intended strategy.

– Pantheon has put in place a dedicated investment

management process designed to achieve the intended

investment strategy agreed with the Board.

– The Board regularly reviews investment and financial

reports to monitor the effectiveness of the Manager’s

investment processes.

Stable during the year

– During the year, PIP has invested within strategic

limits for vintage year, geography and stage

allocations, as well as within concentration limits

for individual managers, funds and companies.

Foreign exchange risk

PIP has continued to expand its geographic

diversityby making investments in different

countries. Accordingly, a significant majority of

PIP's investments are denominated in US dollars,

euros and currencies other thansterling.

– Unhedged foreign exchange rate movements

could impact NAV total returns.

– The Manager monitors underlying foreign currency

exposure and together with the Board, reviews hedging

strategies available to the Company.

– As part of its investment process, the Manager takes

currency denominations into account when assessing

the risk/return profile of a specific investment.

– The multi-currency credit facility is a natural hedge

for currency fluctuations relating to outstanding

commitments.

Stable during the year

– There was no material change in the Company’s

exposure to foreign exchange currency risk in

theyear.

– Foreign exchange had a negative impact on

NAVperformance during the year. Despite this,

itremains appropriate for the Company not to

hedge its foreign exchange exposure.

Risk Management and Principal Risks

2023Annual Report and AccountsPantheon International Plc 46

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Financial Statements

Other Information

Operational risk

Type and description of risk Potential impact Risk mitigation Outcome for the year

Tax Status

Changes in the Company’s tax status or in tax

legislation andpractice.

– Failure to understand tax risks when investing

or divesting could lead to tax exposure or

financial loss.

– Pantheon’s investment process incorporates an

assessment of tax.

– The Manager reviews the appropriateness of an

investment’s legal structure to minimise the potential

tax impact on the Company.

Stable during the year

– Taxes had a minimal effect on overall NAV

performance in the year.

Service Providers

The Company is dependent on third parties for

theprovision of services and systems, especially

those of the Manager, the Administrator and

theDepositary.

– Business disruption should the services of

Pantheon and other third-party suppliers cease

to be available to the Company.

– A failure of the Manager to retain or recruit

appropriately qualified personnel may have a

material adverse effect on the Company’s

overall performance.

– The Board keeps the services of the Manager and

third-party suppliers under continuous review.

– The Management Agreement is subject to a notice

period of two years, giving the Board adequate time to

make alternative arrangements in the event that the

services of Pantheon cease to be available.

– The Manager regularly updates the Board on team

developments and succession planning.

– The Board performs an ongoing review of the Investment

Manager’s performance in addition to a formal annual

review.

Stable during the year

– The Board has approved the continuing

appointment of the Manager and other service

providers following an assessment of their

respective performance during the year.

– Pantheon operates a hybrid working model and

is confident of being able to continue to meet

PIP’s needs through this model.

Cyber Security

High dependency on effective information

technology systems to support key business

functions and the safeguarding of sensitive

information.

– Significant disruption to information technology

systems, including from a potential cyber attack,

may result in financial losses, the inability to

perform business-critical functions, loss or

theftof confidential data, regulatory censure,

legal liability and reputational damage.

– Pantheon has a comprehensive set of policies, standards

and procedures related to information technology and

cybersecurity.

– Ongoing investment and training to improve the reliability

and resilience of Pantheon’s information technology

processes and systems.

Rising during the year

– Pantheon’s systems, processes and

technologies have been thoroughly tested

andare fully operational.

– An imposter website was identified during the

period, which used PIP’s branding and marketing

material in relation to a fictitious cryptocurrency

investment. This was removed, but appeared

under a new name. The Manager is pursuing

theremoval of this website and monitoring the

occurrence of other similar websites.

– Pantheon has identified an expert vendor who

can provide the service of identifying new

fraudulent sites and facilitate the subsequent

take-down once discovered.

Risk Management and Principal Risks

2023Annual Report and AccountsPantheon International Plc 47

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Financial Statements

Other Information

Operational risk

Type and description of risk Potential impact Risk mitigation Outcome for the year

Global geopolitical risks

Political and macro-economic factors including the

Russia–Ukraine war and the resulting economic

uncertainty may affect the Company.

– Market and currency volatility may affect

returns.

– Geopolitical undercurrents may disrupt

long-term investment and capital allocation

decision-making.

– Pantheon continuously monitors geopolitical

developments and societal issues relevant to

itsbusiness.

Stable to rising during the year

– Pantheon’s established Risk, Legal and Tax

functions have ensured compliance with local

laws and regulations.

– An assessment of geopolitical risk is embedded

in Pantheon’s investment process.

– PIP’s exposure to high risk countries is minimal.

PIP’s de minimis legacy exposure to Russian

assets were reduced to zero during the

financial year.

ESG and climate change

The risk that the Company or the Manager fails to

respond appropriately to the increasing global focus

on Environmental, Social and Governance issues.

– The Company is exposed to the impact of a

mismanagement or failure to recognise

potential ESG issues at portfolio company

level, industry level, service provider, and Board

level, which could damage the reputation and

standing of the Company and ultimately affect

its investment performance.

– The Manager has a responsible approach when making

investments on behalf of PIP. Adherence to sound

ESGprinciples has been an integral par t of Pantheon’s

pre- and post-investment processes for several years.

Pantheon continues to play an influential role in

promoting ESG standards and Diversity & Inclusion

inprivate equity.

Stable during the year

– Pantheon has an established in-house ESG

committee comprising senior individuals

from its investment, risk, legal and investor

relations teams.

– The Board of PIP has full oversight of ESG

matters in PIP’s portfolio.

Risk Management and Principal Risks

2023Annual Report and AccountsPantheon International Plc 48

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Governance

Financial Statements

Other Information

s172(1) Statement

The Directors’ overarching

duty is to act in good faith and

in a way that is the most likely

to promote the success of PIP,

as set out in Section 172 of

theCompanies Act 2006.

In doing so, the Directors must take into

consideration the interests of the various

stakeholders of the Company, the impact

PIP has on the community and the

environment, take a long-term view on the

consequences of the decisions they make,

as well as aim to maintain a reputation for

high standards of business conduct and

fair treatment between the members of the

Company.

Fulfilling this duty supports PIP in achieving

its investment strategy and helps to ensure

that all decisions are made in a responsible

and sustainable way. In accordance with

the requirements of the Companies

(Miscellaneous Reporting) Regulations

2018, the Company explains how the

Directors have discharged their duties

under Section 172 below.

To ensure that the Directors are aware of

and understand their duties, they are

provided with pertinent information when

they first join the Board and receive regular

and ongoing updates and training on

relevant matters. They also have continued

access to the advice and services of the

Company Secretary and, when deemed

necessary, the Directors can seek

independent professional advice.

The Schedule of Matters Reserved for the

Board, as well as the terms of reference of

its Committees, are reviewed on an annual

basis and further describe Directors’

responsibilities and obligations, and

include any statutory and regulatory duties.

The Audit Committee has responsibility

forthe ongoing review of PIP’s risk

management systems and internal

controls and, to the extent that they are

applicable, risks related to the matters

setout in Section 172 are included on

PIP’s risk register and are subject to

regular review and monitoring.

Decision-making

The importance of stakeholder

considerations, in particular in the context

of decision-making, is taken into account

atevery Board meeting. All discussions

involve careful consideration of the

longer-term consequences of any

decisions and their implications for

stakeholders. Further information on

therole of the Board in safeguarding

stakeholder interests and monitoring

ongoing investment activity can be

foundon pages 26 to 34 of the

StrategicReport.

Stakeholders

The Board seeks to understand the

needsand priorities of PIP’s stakeholders

and these are taken into account during

all its discussions and aspart of its

decision-making. During theperiod under

review, the Board has continued to discuss

and monitor whichparties should be

considered as stakeholders of the Company

and has again concluded that, as PIP isan

externally managed investment company

and does not have any employees or

customers, its key stakeholders comprise

its shareholders, the Investment Manager,

General Partners, portfolio companies

andservice providers. The section below

discusses why these stakeholders are

considered of importance to the Company,

and the actions taken toensure that their

interests are taken intoaccount.

2023Annual Report and AccountsPantheon International Plc 49

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Other Information

Importance Board engagement

Shareholders

Continued shareholder support and engagement is

critical to the Company and the delivery of its long-term

strategy. Further details on what PIP offers to its

investors can be found on pages 3 to 17 of the

StrategicReport.

The Board is committed to maintaining open

channels of communication and to engage

with shareholders in a meaningful manner in

order to gain an understanding of their views.

These include:

– AGM: The Company welcomes and

encourages attendance and participation

of shareholders at the AGM. Shareholders

have the opportunity to meet the Directors

and Investment Manager, Pantheon, and

toaddress questions to them directly.

Pantheon attends the AGM and gives a

presentation on PIP’s performance and the

future outlook. TheCompany values any

feedback andquestions that it may receive

from shareholders ahead of and during the

AGMand will take action or make changes,

as and when appropriate;

– Publications: The Annual Report and

Half-Year results are made available on

PIP’s website (www.piplc.com) and

shareholders are notified when the Annual

Reports are available. These reports provide

shareholders with a clear understanding

ofPIP’s business model, strategy, portfolio

and financial position. This information is

supplemented by a monthly newsletter,

which is available on the website and the

publication of which is announced via

theLondon Stock Exchange. In addition,

aquarterly “PIP News and Views” update

iscirculated by the Manager to institutional

investors and analysts which provides a

round-up of news, research and views, and

highlights key points of interest relating to

PIP. Feedback and/or questions that the

Company receives fromshareholders

helpthe Company to evolveits reporting,

aiming to render the reports and updates

transparent and understandable;

– Shareholder meetings: As PIP is an

investment trust, shareholder meetings

often take the form of meeting with the

Investment Manager. Shareholders are

able to meet with Pantheon throughout the

year and theManager provides information

on the Company. Feedback from meetings

between the Investment Manager and

shareholders is shared with the Board.

TheChair, the Senior Independent Director,

the Chair of the Audit Committee and other

members of the Board are available to

meet with shareholders to understand

theirviews on governance and PIP’s

performance should they wishto do so.

With assistance from the Manager, the

Chair seeks meetings with shareholders

who might wish to meet withhim and a

significant number of meetings has been

held with shareholders throughout the year

to 31 May 2023 and since the year end;

– Shareholder concerns: In the event that

shareholders wish to raise issues or

concerns with the Directors, they are

welcome to do so at any time by writing

tothe Chair at the registered office. Other

members of the Board are also available

toshareholders if they have concerns

thathave not been addressed through

thenormal channels; and

– Investor Relations updates: At almost

every Board meeting, the Directors receive

updates from the Company’s broker on

theshare trading activity and share price

performance, as well as an update from

Pantheon’s Head of Investor Relations

&Communications for PIP on specific

shareholder feedback. Any pertinent

feedback is taken into account when

Directors discuss the investment strategy.

The willingness of the shareholders to

maintain their holdings over the long term

is another way for the Board to gauge how

PIP is meeting its objectives.

s172(1) Statement

2023Annual Report and AccountsPantheon International Plc 50

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Manager’s Review

Governance

Financial Statements

Other Information

s172(1) Statement

Importance Board engagement

The Manager

Holding the Company’s shares offers investors a liquid

investment vehicle through which they can obtain

exposure to PIP’s diversified portfolio of private equity

investment opportunities and Pantheon’s relationships

with its private equity managers (General Partners or

“GPs”). The Manager’s performance is critical for PIP

to successfully deliver its investment strategy and

meet its objective to provide shareholders with

attractive and consistent returns over the long term.

Further details of PIP’s investment approach can be

found on pages 31 to 41 of the Strategic Report.

Maintaining a close and constructive

working relationship with the Manager is

crucial as the Board and the Manager both

aim to achieve consistent, long-term returns

in line with PIP’s investment strategy. The

Board is in regular contact withthe Manager

to receive updates on investment activity.

Important components in the collaboration

with the Manager, representative of the

Company’s culture are:

– Encouraging an open discussion with

theManager, allowing time and space for

original and innovative thinking;

– Recognising that the interests of

shareholders and the Manager are, for the

most part, well aligned, adopting a tone

ofconstructive challenge, balanced with

robust negotiation of the Manager’s terms

of engagement if those interests should

not be fully aligned;

– The regular review of underlying strategic

and investment objectives;

– Drawing on Directors’ individual experience

and knowledge to support and challenge

the Manager in its monitoring of portfolio

companies and engagement with its GPs;

and

– The Directors’ willingness to use their

experience to support and challenge

theManager in the sound long-term

development of its business and

resources, recognising that the long-term

health of the Manager’s business is in the

interests of shareholders in the Company.

GPs/portfolio companies

PIP’s investment strategy is focused on backing

managers that create sustainable value in the

underlying portfolio companies. The Manager has

extensive private equity networks and relationships

with private equity managers globally, which gives

theCompany increased access to the best

investmentopportunities.

The relationship with Pantheon is

fundamental to ensuring PIP meets its

purpose. Day-to-day engagement with GPs

is undertaken by Pantheon. Detailsof how

Pantheon carries out portfolio management,

as well as information on how GPs

consistently transform companies to create

long-term value, can be found in the

Manager’s Review on pages 55 to 115.

TheBoard receives updates at each

scheduled Board meeting from the Manager

on specific investments, including regular

valuation reports and detailed portfolio and

returns analyses. Pantheon’s engagement

with GPs and due diligence of portfolio

companies through the investment process

and its investment strategies can be found in

the Strategic Report on pages 3 to 13 and

pages 35 to 41 and in the Manager’s Review.

The Administrator, the Company

Secretary, the Registrar, the

Depositary and the Broker

In order to function as an investment trust with a

premium listing on the London Stock Exchange,

PIP relies on a diverse range of reputable advisers

for support in meeting all relevant obligations.

The Board maintains regular contact with its

key external providers and receives regular

reports from them, both through the Board

and committee meetings, as well as outside

of the regular meeting cycle. Their advice, as

well as their needs and views, are routinely

taken into account.

The Board (through the Management

Engagement Committee) formally assesses

the performance, fees and continuing

appointment of key service providers

annually to ensure that they continue to

function at an acceptable level and are

appropriately remunerated to deliver the

expected level of service. The Audit

Committee reviews and evaluates the

financial reporting control environments

inplace at each service provider.

The Environment and society

The Board continues to increase emphasis on

theimportance of ESG factors in its investment

deliberations. The Board and the Manager are

fullycommitted to managing the business and its

investment strategy responsibly.

The Board receives regular updates on

Pantheon’s ESG strategy and provides

feedback on their approach, which in turn

can lead to changes in its investment

approach.

Full details on the Manager’s ESG practices,

including examples of interaction with GPs,

can be found on pages 16 to 19 and 76 to 81.

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s172(1) Statement

Importance Board engagement

Revolving credit facility providers

Availability of funding is crucial to PIP’s ability to take

advantage of investment opportunities as they arise

aswell as being able to meet future unfunded

commitments.

The Company aims to demonstrate to its facility syndicate that it is a well-managed business, capable of consistently delivering long-term

returns. Regular dialogue between the Manager and the syndicate is crucial to supporting PIP’s relationship with its lenders.

Regulators

PIP can only operate as an investment trust if it

conducts its affairs in compliance with such status.

Interaction with regulators such as the Financial

Conduct Authority (“FCA”) and Financial Reporting

Council (“FRC”), who have a legitimate interest in how

the Company operates in the market and treats

itsshareholders, and industry bodies such as the

Association of Investment Companies (“AIC”),

remainsan area of Board focus.

The Company regularly considers how it meets various regulatory and statutory obligations and how any governance decisions it makes can

have an impact on its stakeholders, both in the shorter and in the longer term. The Board receives reports from the Manager and Auditor on

theirrespective regulatory compliance and any inspections or reviews that are commissioned by regulatory bodies.

The mechanisms for engaging with the stakeholders are kept under review by the Directors and will be discussed on a regular basis at Board meetings to ensure that they remain

effective. Examples of the Board’s principal decisions during the year, how the Board fulfilled its duties under section 172, and the related engagement activities, are set out below:

Principal decision Long-term impact Stakeholder considerations and engagement

Capital allocation

The Board continually explores how to optimise

the investment trust structure for the asset

class in order to maximise benefits to

shareholders. This includes discussion of the

capital allocation policy with Pantheon and

considering buying back the Company’s

shareswhen this is likely to outperform new

investments due to the prevailing discount

toNAV.

Funds were made available for share buybacks during the year and 7.6 million shares were

bought back. As discussed in the Chair’s Statement on page 20, during the year and

following the year end, the Board has extensively discussed the options available to

address the prevailing level of discount, taking shareholder feedback into account.

As a result, the Board has settled upon the three key initiatives set out on page 21.

Direct shareholder feedback

Communication with shareholders is given a

high priority by the Board and the Manager, and

all Directors are available to enter into dialogue

with shareholders.

Following his appointment the Chair offered to meet with major shareholders. During the

year and following year end, he met with a significant number of shareholders who

accepted this invitation. Further details on the matters raised at meetings with

shareholders and the Company’s response are set out on pages 23 to 25.

Pantheon and the Board also hosted a capital markets event during the year. This provided

an opportunity for dialogue between the Board and shareholders, as well a chance to

update shareholders on the Company and its investment activities.

During the year, the Board also complied with a direct request from a major shareholder to

publish a link to Pantheon’s Modern Slavery Statement on the Company’s website.

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s172(1) Statement

Principal decision Long-term impact Stakeholder considerations and engagement

Board succession planning

Effective succession planning, leading to the

refreshment of the Boardand its diversity

is necessary for PIP’s long-term success.

The Nomination Committee is responsible for Board recruitment andconducts a

continuous and proactive process of planning and assessment, taking into account the

Company’s strategic priorities and the main trends and factors affecting PIP’s long-term

success and future viability. As at the year end, the Board consisted of five Directors: three

male and two female.

Following the resignation of Ms Sakovska and Sir Laurie Magnus CBE’s retirement during

the year and as part of ongoing succession planning, the Nomination Committee reviewed

thebalance of skills and diversity on the Board as well as the Diversity Policy, andfollowing

a search process recommended two candidates who were appointed to the Board

following the year end. The search requirements included a preference forcandidates

witha strong background in private equity, marketing and governance, aswell as

ethnicandgender diversity. The appointments of the two new Directors have increased

both the ethnic and gender diversity of the Board and brought this in line with the three

targets set in the Listing Rules. For further information see pages 129 and 130.

During the year, following the conclusion of PIP’s Annual General Meeting (the“AGM”)

inOctober 2022, Sir Laurie Magnus CBE retired as a Director of the Company and

JohnSinger CBE assumed the role of Chair.

Marketing initiatives

Various marketing initiatives have been

agreed with the Board during the period to

increase the attractiveness of PIP to new and

existing investors and improve the liquidity of

the stock.

Marketing initiatives undertaken include the appointment of a new PR agency during the

financial year as well as a programme of digital marketing and events targeting both

institutional and retail investors.

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Viability Statement

Pursuant to provision 31 of

theUK Corporate Governance

Code 2018, and the AIC Code

of Corporate Governance,

theBoard has assessed the

viability of the Company over

athree-year period from

31May 2023. It has chosen

this period as it falls within

theBoard’s strategic

planninghorizon.

The Company invests in a portfolio of

private equity assets that is diversified

bygeography, sector, stage, manager

andvintage; it does so via both fund

investments and by co-investing directly

into companies alongside selected

privateequity managers. The Company

invests significantly in the private equity

secondaries market as this allows the

Company to maintain a more mature

portfolio profile that is naturally

cash-generative in any particular year.

The Company seeks to maximise

long-term capital growth by investing

withtop-tier private equity managers that

are focused on generating outperformance

against thebroader private equity market.

As an investment trust, the Company’s

permanent capital structure is well suited

to investing in private equity, a long-term

asset class. The Company’s Manager has

a long-standing culture that emphasises

collaboration and accountability,

facilitating open dialogue with underlying

private equity managers that help the

Company to anticipate market conditions

and maintain a conservative approach to

balance sheet management. The resilience

of the Company, positioning of the portfolio

and durability of the private equity market

are detailed on pages 56 to 59.

In making this statement, the Directors

have reviewed the reports of the

Investment Manager in relation to the

resilience of the Company, taking account

of its current position, the principal risks

facing it in a low case scenario which

considers the potential further impact

ofthe ongoing geopolitical uncertainties

asa result of the Russia-Ukraine conflict

including the disruption to the global supply

chain and increases in the cost of living as

result of this conflict, persistent inflation,

interest rate rises and the impact of

climatechange on PIP’s portfolio, the

effectiveness of any mitigating actions

andthe Company’s risk appetite. The

assessment also considers the impact

ofshare buybacks in the period and the

impact of an “automatic” share buyback

programme, the amount of which will be

determined by net portfolio inflows and the

prevailing level of discount.

As part of the assessment this also

included a combined reverse stress test

that analyses the factors that would have

to simultaneously occur for the Company

to be forced into a wind-down scenario

where the Company’s business model

would no longer remain viable. These

circumstances include a significant peak

inthe outstanding commitments called

within a 12-month period, combined

withasignificant decline in the portfolio

valuations and distributions. Overall,

thereverse stress tests are sufficiently

improbable as to provide a lowlikely risk

ofimpact to the Company’s viability and

medium-term resilience.

Commitments to new funds are controlled

relative to the Company’s assets, and the

Company’s available liquid financial

resources are managed to maintain a

reasonable expectation of being able to

finance the calls, which arise from such

commitments, out of internally generated

cash flow. The Company also has the

ability to control capital allocation to

co-investments and directinvestments

as a way of bringing inany immediate

measures to ensure that the Company can

cope with the liquidity implications of a

worsening environment. In addition, the

Company has put in place a revolving credit

facility to ensure that it is able to finance

such calls in the event that distributions

received from investments inthe period are

insufficient to finance calls. The Board

reviews the Company’s financing

arrangements at least quarterly to ensure

that the Company is in a strong position to

finance all outstanding commitments on

existing investments aswell as being able

to finance new investments.

In reviewing the Company’s viability, the

Board has considered the Company’s

position with reference to its investment

trust structure, its business model, its

business objectives, the principal risks and

uncertainties as detailed on pages 44 to 48

of this report and its present and expected

financial position. In addition, the Board

has also considered the Company’s

conservative approach to Balance Sheet

management, which allows it to take

advantage of significant investment

opportunities, and the appropriateness

ofthe Company’s current investment

objectives in the prevailing investment

market and environment.

The Board regularly reviews the prospects

for the Company’s portfolio and the

opportunities for new investment under a

range of potential scenarios to ensure it

can expect to be able to continue to finance

its activities for the medium-term future.

Based on its review, the Board has a

reasonable expectation that the Company

will be able to continue in operation and

meet its liabilities as they fall due over a

three year period ending on 31 May 2026.

On behalf of the Board

JOHN SINGER CBE

2 August 2023

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Manager’s Review

Our Market 56

Portfolio 60

Performance 64

A Conversation with Advent International 70

Sectors in Focus 74

A Conversation with Pantheon’s Global

Head of ESG 76

Realisations 82

Net Portfolio Cash Flow 86

Distributions 87

Calls 92

New Commitments 93

Focus on Manager-led Secondaries 96

Buyout Analysis 103

Largest 50 Companies 106

Other Information 108

Key Pantheon Personnel Supporting PIP 116

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Our Market

HELEN STEERS

AND JIE GONG

Partners at Pantheon

and co-managers

of PIP

Taking advantage of

market dislocation

Helen Steers and Jie Gong, Partners at Pantheon

and co-managers of PIP, discuss how the private

equity industry and PIP have navigated the

ongoing global economic uncertainty and

their expectations for the year ahead.

How would you describe the current

environment for private equity?

The first six months of this year have beenan

extension of much of last year, interms of

continued concerns about inflation, interest

rate rises and geopolitical turbulence. We

have also witnessed somelocalised bank

crises earlier this yearalthough they were

reasonably wellcontained.

However, compared with this time last

year, we believe we are closer to a point

ofstabilisation. Inflation has shown

signsof moderation in most developed

economies, with the exception of the

UK,and economists believe inflationary

pressures are beginning to wane.

As a result, the pace of interest rate

increases has slowed, and market

observers are anticipating a peak for

interest rates in the coming months.

On the other hand, the global economy is

not out of the woods yet. The fundamental

macro issues have not gone away and

sticky inflation is likely to make the job

ofcentral banks more difficult in the future.

While public markets have rebounded this

year, the recovery has been led by a narrow

band oflarge US-based tech companies,

and ithas not been broad-based. The IPO

market has cracked open slightly in the

USA but it is nowhere near back to normal.

Uncertainty is the biggest deterrent for deal

making, because deal underwriting and

pricing need a stable near-term outlook,

otherwise a “wait and see” approach

prevails. The largest exit route for private

equity-backed companies is corporate

M&A, but in general strategic buyers have

remained on the sidelines with deal activity

continuing to be subdued. Sales of small

and mid-sized private equity-backed

companies to larger private equity funds

have also been dampened, for similar

reasons. As a result, the volume of private

equity exits has declined and distribution

rates have been low. Combined with

areduction in fundraising activity, the

resulthas been a slowdown innew deal

investment activity.

Financing portfolio

companies with

Advent International

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Our Market

Accordingto Bain &Co

, buyout deals

(which comprised thebulk of the private

equity deal volume) amounted to

US$202bn during the first half of 2023,

down 58% year-on-year. In the first half

of 2023, buyout realisations fell 65%

year-on-year to US$131bn.

What does this mean for PIP,

especially in the single-asset

secondaries and co-investment

strategies which PIP has

increasingly shifted towards?

Private equity has historically

outperformed public markets, and this

outperformance is more pronounced in

downturns. Research shows that between

2002 and 2022, upper quartile PE

managers outperformed the Dow Jones

Industrial Average by 890 basis points

during bull markets, while this widened

to1,940 basis points in bear markets

Vintage years like those oftoday have

theadvantage of a more favourable

deployment environment both in terms

ofvaluation and in terms of limiting

competition, and therefore make good

entry points for new investment.

This advantage applies across the board

inall private equity strategies, but is

especially the case for manager-led

secondaries investments, because of

theadditional boost to the supply of such

deals as a solution for the slower pace of

private equity exits.

Manager-led secondaries are when the

private equity managers themselves

instigate deals in order to provide liquidity

options for the investors in their funds.

They can consist of either multi-asset

portfolios or single-asset secondaries.

Single-asset secondaries are attractive to

investors like PIP because they are often

“trophy” companies that the PE manager

believes have significant runway for

additional value uplift from a lengthened

period of ownership by the same manager.

When successful, and with the correct

alignment of interest between existing

investors, the private equity manager,

company management and the new

investors, these types of transaction

tendto have an attractive risk/return

profileand can be of significant value

toallparties involved.

This type of secondaries transaction

accounted for 48%

of all secondary

transactions in 2022, with the remainder

being traditional fund sales.

Seepage 96 for more information on

manager-led secondaries.

Not all manager-led deals are created

equal. With an increasingly large volume

ofdeals entering the secondary market,

much of it driven by liquidity generation

1 Bain & Co, Stuck in Place: Private Equity Midyear

Report 2023

2 Source: Capital IQ as at 30 October 2022.

ThomsonOne PE Buyout and Growth funds Index as

atQ2 2022. Bull markets are defined as 2004–2006

and 2010-2019 and 2021. Bear markets are defined

as2002–2003; 2007–2009, 2020 and year to

30October 2022.

3 Source: Greenhill, Global Secondary Market Review,

February 2023.

4 Source: Jefferies, H1 2023 Global Secondary

MarketReview.

needs, itrelies on us to be extremely

selective onasset quality, manager quality,

as well as the alignment of interest

between themanager and new investors.

The last point cannot be emphasised

enough since it is a critical part of our

investment structuring and deal

underwriting decision. In addition,

manager-led secondaries require

significant expertise and resources to

evaluate, and are frequently sourced on a

proprietary basis through deep manager

relationships.

Pantheon has a long track record in the

secondaries market and our dedicated

andexperienced team gives us global scale

and reach. The information advantage

from knowledge of specific assets in the

portfolio over a long time period gives us

the opportunity to play aleading role in the

structuring of the manager-led deals.

In our opinion, the supply and demand

dynamics in the manager-led secondary

market has created an unusually

favourable buying opportunity, which

weare leaning into, on a highly selective

basis, and underwriting outsized

investment returns.

Evolution of the manager-led secondary market

24%

32%

30%

58%

52%

48%

2017

YEAR

2018

2020

2019

2021 2022 H1 2023

2023E

45+

Manager-led secondary transaction volume (US$bn) 2023 Estimate

Percentage of total secondary market volume

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inthegraphic below, and in addition place

strong emphasis on pricing discipline.

Thisleads to high selectivity: forreference,

the typical approval rate in terms of

number of deals – from pre-qualified

dealsentering into pipeline for our review

tothose completed – is between 10-15%.

In2022, that number was 12%.

Our Market

Our co-investment flow during the

Company’s reporting period has remained

robust. Even though there have been asset

disposals resulting from stressed sellers

from time to time at depressed pricing,

theentry valuation on high quality assets

inattractive and resilient sectors have

generally held up without much downward

adjustment. In addition, there have been

more frequent follow-on investments in

existing deals as companies pursue

sizeable bolt-on acquisitions to consolidate

fragmented markets, or for synergistic

product or geographical expansion.

Sourced from the managers that we have

backed on a primary basis, and typically

without any fee or carried interest charged,

co-investments are economically very

advantageous as an investment strategy.

In addition, all our co-investment

opportunities pass through a “double

quality filter”, since each opportunity has

first been evaluated by a private equity

manager, who themselves have passed

our rigorous manager selection hurdles.

The opportunity is then subjected to our

own detailed due diligence process, carried

out by our dedicated co-investment team,

who will confirm amongst other things

thatthe deal is a good fit for the manager.

Entry valuation hasbeen the biggest

reason for a deal tobescreened out at the

stage that it is brought to the investment

committee, andthis has beenthe case

formany years.

We both sit on Pantheon’s Global

Co-investment Committee and Helen

sitson the International Investment

Committee, therefore we have the

advantage of reviewing all the direct deals

that are being sourced via Pantheon’s

platform. We seek a distinct set of

characteristics for assets as set out

What we look for when assessing deals:

Portfolio positioning

High quality

businesses

Non-cyclical

industries

Critical or highly

differentiated services

Recurring

revenue

Modest

leverage

Key global

themes

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A notable recent development is

theexcitement about generative

artificial intelligence (“generative

AI”), billed by some as the catalyst

for the next industrial revolution.

What is your take on its risks

andopportunities in relation to

private equity?

Generative AI is arguably the most

important technological evolution and

disruptor of our time, which has not only

dominated the public discourse this year

but has been adopted already in a number

of ways by enterprises for productivity

andefficiency gains. We have seen its

application in some portfolio companies,

for example in customer interactions

through chatbots based on predictive

language models, or content generation

ingraphics for entertainment. The speed

ofadoption has been extremely fast

compared with prior major disruptive

technology. The intelligent use of

technology is an important component we

consider when we evaluate managers, and

likewise a company’s technology adoption

and the risk of technology displacement

are essential topics whenwe assess direct

company investment evaluation. Given

that we prefer asset-light, higher margin,

less labour-intensive businesses, and

areaware of not only the challenges,

butalsothe opportunities presented by

technology, webelieve PIP is well

positioned to benefit from generative

AIapplications.

Our Market

PIP has a very little venture exposure at just

3% of NAV

, therefore the direct exposure

togenerative AI technology is limited,

however we expect a wider spectrum of

applications to come out of this area as

significant tools for better productivity and

efficiency are developed in the coming

years. It is a topic that weexchange

noteson regularly with ourmanagers.

Speaking of technology, the biggest

industry sector in PIP’s portfolio is

information technology, of which the

largest sub-sector is IT software.

Considering the magnitude of the

software sector sell-off in public

markets since 2022, do the current

marks of these investments

accurately reflect the current

valuation?

The short answer to the question is yes,

that the current marks are consistent

withpublic market comparables.

The software positions in the PIP

portfoliowere almost all profitable

businesses at entry and have performed

well in terms oftheir revenue and earnings

growth. Theappropriate publicly listed

comparables for them are the profitable

listed software businesses, which

represents only 40% of the overall

listedsoftware companies universe.

A few points to note: first, there is significant

divergence in the pattern of sell-off between

the profitable versus the unprofitable

software businesses, asthe aggressive

rate hike in 2022 severely affected the

valuation of unprofitable companies

whilethere was a “flight to safety” to

theprofitable ones. Second, given the

prevalence of unprofitable businesses

inthe overall sector (approximately 60%

ofthe listed companies in the sector

areunprofitable), using the sector

comparables instead of the profitable

subset would be a rather misguided proxy.

Third, it is all about selection – in this case,

the discipline of focusing on profitable,

growing businesses.

Finally, what are your expectations

for the year ahead?

With macroeconomic uncertainty extending

into the second half of this year, we expect

continued bumpiness in the external

environment. However, the best private

equity managers are able to take advantage

of market disruption and capitalise on

opportunities to add value to their existing

portfolio companies, as well as seeking

exciting new investments. PIPhas been

constructed to provide investors with an

“all-weather” portfolio, which is reflected in

the choice of sectors, with a weighting

towards defensive andresilient areas,

inthe buyout-heavy composition ofthe

portfolio, in the sensible level of portfolio

diversification and the ability toflex

investment pacing through the majority

tilttowards direct company investments.

The quality of the underlying companies,

and the managers that PIP hasselected,

the experience in navigating challenging

economic periods and the ability to effect

change will all stand PIP in good stead to

traverse this environment.

PIP is one of the longest established PE

investment trusts listed on the London

Stock Exchange and for 36 years,

Pantheon has successfully steered it

through multiple macroeconomic cycles

and events while generating average NAV

growth (net of all fees) of more than 12%

per annum. While not complacent, we

areconfident that PIP has the necessary

credentials to continue to achieve its

aimofoutperforming the public market

benchmarks over the long term.

5 As at 31 May 2023.

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Portfolio As at 31 May 2023

Since its inception, PIP has been able to

generate excellent returns while at the

same time structuring its portfolio to

minimise the risks typically associated with

private equity investments. Our established

portfolio of assets has been carefully

selected, based on the strengths of our

appointed private equity managers,

actively monitored and diversified to

reduce specific timing, regional and sector

risks; and managed to maximise growth

and liquidity over time.

Flexible approach to portfolio construction increases

potential for outperformance.

Weighted towards the more developed private equity markets

in the USA and Europe, while Asia and EM provide access to

faster-growing economies.

1 Investment type and region charts are based

uponunderlying fund and company valuations.

The charts exclude the portion of the reference

portfolio attributable to the ALN.

2 EM is Emerging Markets.

3 Global category contains funds with no target

allocation to any particular region equal to or

exceeding 60%.

Primaries 34%

Co-investments 33%

Manager-led secondaries 19%

Fund secondaries 14%

USA 54%

Europe 28%

Asia and EM

10%

Global

Investment type

Region

Type and region

Maturity and stage

52% invested

directly in

companies

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Well-diversified with an emphasis on the buyout stages. PIP’s portfolio has a weighted average age of 4.8 years.

1 Fund stage and maturity charts are based upon

underlying fund and company valuations.

The charts exclude the portion of the reference

portfolio attributable to the ALN.

2021 and later 30%

2020 7%

2019 13%

2018 13%

2017 11%

2016 9%

2015 7%

2014 3%

2011–2013 5%

2010 and earlier 2%

Maturity

Small/mid buyout 45%

Large/mega buyout 26%

Growth 20%

Special situations 6%

Venture 3%

Stage

Portfolio As at 31 May 2023

Since its inception, PIP has been able to

generate excellent returns while at the

same time structuring its portfolio to

minimise the risks typically associated with

private equity investments. Our established

portfolio of assets has been carefully

selected, based on the strengths of our

appointed private equity managers,

actively monitored and diversified to

reduce specific timing, regional and sector

risks; and managed to maximise growth

and liquidity over time.

Type and region

Maturity and stage

71% invested

in buyouts

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New Commitments case study

Graham Partners

Sector

Information Technology

Geography

USA

Type

Manager-led secondary

Commitment

£12.4m

Stage

Small/mid buyout

Capturing value from

the Internet of Things

OptConnect is a provider of wireless internet connectivity solutions for

unattended equipment such as kiosks, smart vending, digital signage and

ATMs. It enables a reliable Internet of Things (“IoT”) connection to provide

acost-effective and dependable platform for customers.

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New Commitments case study

Active management and

valuecreation

Graham Partners is a specialist in the

technology sector, with a particular focus

on industrial technology. The manager

sees a number of routes to further value

creation including accretive M&A, increased

operating leverage and earnings growth.

Investment rationale

– OptConnect has a resilient business

model with predictable recurring

revenues, healthy margins and a strong

market position.

– The company’s total addressable market

is projected to grow at an annual rate of

15% to 2025.

– The growth of the IoT market is likely

toresult in an increasing number of

devices requiring wireless connections

to the internet.

– Graham Partners originally invested in

the company in 2017 and has focused

on growing the business through new

product innovation, expansion into new

markets as well as the completion of

anadd-on acquisition.

– The manager has grown the number of

installed products from 80,000 in 2017

toover 480,000, representing an annual

growth rate of 43%.

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PIP’s portfolio value has increased

modestly over the period. Access to

top-performing managers and a tilt

towards resilient and high-growth sectors

has helped PIP to withstand the current

macroeconomic environment.

PIP’sportfolio generated returns of 3.5% during the year.

£2,500m

£2,000m

£1,900m

£1,800m

£1,700m

£1,600m

1,500m

Portfolio value

31 May 2022

FX impact Calls

New

investments

Portfolio value

31 May 2023

Valuation

gains

Distributions

£2,200m

£76m

(£223m)

£155m

£190m £2,387m

£2,100m

£2,300m

(£11m)

£2,200m

£2,400m

1 Excluding returns attributable to the ALN share of

the portfolio.

2 Amount drawn down at the time of commitment.

Performance

Valuation movement

by type

Private equity portfolio

movements

Valuation movement

bystage

Valuation movement

by region

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Resilient portfolio performance despite the current challenging macroeconomic environment.

Manager-led secondaries were the highest performing segment of the portfolio, having been revalued after previously being held

at cost.

20%

15%

Primaries

Co-investments

RETURN

16.6%

Closing

portfolio

NAV%

14%

34%

Manager-led

secondaries

19%

10%

Fund secondaries

33%

2.3%

0.1%

0.2%

1 Portfolio returns include income, exclude gains

andlosses from foreign exchange movements,

and look through underlying vehicle structures to

the underlying funds. Portfolio returns exclude returns

generated by the portion of the reference portfolio

attributable to the ALN, and are calculated by dividing

valuation gains by opening portfolio values.

Performance

PIP’s portfolio value has increased

modestly over the period. Access to

top-performing managers and a tilt

towards resilient and high-growth sectors

has helped PIP to withstand the current

macroeconomic environment.

Valuation movement

by type

Private equity portfolio

movements

Valuation movement

bystage

Valuation movement

by region

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Performance

Valuation gains in the buyout and special situations stages offset valuation losses in the venture and growth segments of

theportfolio.

10%

-5%

-10%

-25%

Small/

mid buyout

Large/

mega buyout

Venture

Special

situations

Growth

10.0%

5.3%

4.3%

(6.2%) (20.8%)

RETURN

Closing

portfolio

NAV%

45% 6% 20%26% 3%

-15%

-20%

1 Portfolio returns include income, exclude gains

andlosses from foreign exchange movements,

andlook through underlying vehicle structures to

theunderlying funds. Portfolio returns exclude returns

generated by the portion of the reference portfolio

attributable to the ALN, andare calculated by dividing

valuation gains byopening por tfolio values.

PIP’s portfolio value has increased

modestly over the period. Access to

top-performing managers and a tilt

towards resilient and high-growth sectors

has helped PIP to withstand the current

macroeconomic environment.

Valuation movement

by type

Private equity portfolio

movements

Valuation movement

by stage

Valuation movement

by region

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PIP’s portfolio is weighted towards investments in the USA and Europe, which generated positive returns during the period.

-2%

Europe

Asia and EM Global

USA

6.9%

(0.3%)

3.2%

(0.9%)

RETURN

Closing

portfolio

NAV%

28%

54%

10%

1 Portfolio returns include income, exclude gains

andlosses from foreign exchange movements,

and look through underlying vehicle structures to

the underlying funds. Portfolio returns exclude returns

generated by the portion of the reference portfolio

attributable to the ALN, and are calculated by dividing

valuation gains by opening portfolio values.

PerformancePerformance

PIP’s portfolio value has increased

modestly over the period. Access to

top-performing managers and a tilt

towards resilient and high-growth sectors

has helped PIP to withstand the current

macroeconomic environment.

Valuation movement

by type

Private equity portfolio

movements

Valuation movement

bystage

Valuation movement

by region

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Distributions case study

Proceeds

£3.1m

Manager

J. C. Flowers (“JCF”)

Geography

Europe

Type

Fund Secondary

Sector

Financials

Stage

Small/mid buyout

Vintage

2017

Exit type

Strategic buyer

Wealth management

made easy

Interactive Investor is the second largest direct-to-consumer online wealth

management platform in the UK. It operates an investment and trading platform

that provides retail investors with financial information, tools andatrading

environment in which they can make investment decisions. This award-winning

platform puts customers in control of their financial futures.

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Active management and

valuecreation

– Under JCF’s ownership, interactive

investor had a strong track record of

acquiring and integrating complementary

platforms. Interactive investor completed

the acquisitions of TD Direct Investing in

2017, Alliance Trust Savings in 2019, and

Share plc in 2020. The latest acquisition

was the EQi book of customers, which

completed in June 2021.

– In addition, the company was able

toexecute on their technology

transformation initiative, making

operations more efficient and driving

amarket leading user experience.

Together, these alltranslated into high

growth via the business’s scalable

infrastructure andbrand leadership,

which JCF helpedtocultivate.

– From June 2017 to May 2023,

J.C. Flowers grew interactive investor’s

assets under administration from

approximately c. £21bn to £55bn

through a suitable mix of organic

growthand strategic M&A. This was

theequivalent to an annualised

growthrate of c.17% over the six

yearholding period.

Investment rationale

The acquisition provided access to a

high-growth direct investment market,

ascalable business platform that could

beexpanded rapidly through acquisitions

and acombined technological platform

that meets clients’ financial needs at

different stages of their lives. The business

model has stable and high recurring

revenues based on a flat-fee monthly

subscription model. J. C. Flowers

acquiredthe company froma very

motivated seller, witha plan to:

(i) consolidate existing customers

acrossbusiness units (across-selling

opportunity); and

(ii) implement a data/technology

transformation (combined with

improved pricing/brand

managementstrategy).

Our relationship

Pantheon has been an investor in

J. C. Flowers’ funds since 2016 via

multiple secondary transactions.

Exit

Interactive Investor was acquired by

abrdnplc, a UK-based asset manager,

inMay 2023.

Distributions case study

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A Conversation with Advent International

Advent International (Advent) is an important partner for PIP,

accounting for 2.4% of PIP’s total private equity asset value

as at 31 May 2023. Advent is one of the most well-established

andexperienced private equity managers in the world,

having invested over $70bn in more than 400 private equity

investments across the globe since 1984. The firm has a team

of over 290investment professionals, including a dedicated

capital markets team that arranges debt financing for Advent’s

portfolio companies.

Given the current focus on conditions in the financing

environment, Pantheon sought feedback and comments

from Advent on the impact of rising interest rates on the credit

market and on private equity portfolios generally.

GILES REANEY

Managing Director

How higher interest

rates are affecting

private equity

Jie Gong, Partner at Pantheon and co-manager of

PIP, speaks to Giles Reaney, who is responsible for

leading new acquisition financings and capital

markets activities for Advent International’s

portfolio companies in the EMEA region.

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At Advent, we are in the business of selecting

high-quality companies to own and to which

we add value. An important consideration

at selection is whether a given company is

sufficiently differentiated to command

pricing power. In inflationary times, this type

of business can pass on inflationary costs

to customers, through price adjustments,

or upselling, or cross-selling, all of which

are well within theprivate equity toolkit.

For our portfolio, we have found that

appetite towards lending to IT/software

businesses and aerospace & defence has

remained strong. Healthcare is another

sector that has been consistently preferred

when it comes to debt financing. High

quality companies in all of these sectors

have predictable revenue outlook, stable

businesses, and rich cashflows, which are

all qualities that the lenders favour.

As we are not out of the woods on

inflation, and while the interest rate

increase is in its late innings, there

islikely still more to come. Looking

beyond Advent at the broader private

equity industry, how would this

period be likely to go down in history?

In the last decade, quantitative easing and

super low interest rates drove a lot of

liquidity to our industry, funding new

entrants, and financing many lesser

qualityinvestments that may have been

completed only because of the excessive

liquidity resulting in cheap debt.

There is a wide dispersion of performance

in private equity, between different managers

and different transactions. Ithink some of

the lesser quality deals completed in the

last decade would really struggle under the

pressure of increased inflation and a higher

burden of debt. In contrast, higher quality

businesses are able to go through a more

challenging period and come out stronger

and even grow in scale through industry

consolidation or a decrease in competitive

intensity as some firms fall out of the

market. The current environment will prove

to be the acid test ofthe quality of different

private equity managers. Selectivity,

expertise and a riskmanagement mindset

make all thedifference.

A Conversation with Advent International

Thank you for taking the time to

speak with us, Giles. We are living

ininteresting times with the

double-whammy of inflation and

rising interest rates. How has

thiscombination affected

Advent’sportfolio?

What has been unusual about this

interestrate hike cycle is the rapidity

andaggressiveness of the increases.

Ourportfolio saw some margin squeezes

last year, however the companies’ pricing

adjustments have caught up and their

costcontainment has yielded results.

As a result, in general the margin situation

has improved over the last six months.

The rate increase has not been a major

issue. It is common practice in our industry

to use hedging tools such as interest rate

swaps. At Advent, we have that in place for

approximately 60% of the assets. There are

other derivative tools at our disposal too.

The unhedged assets are often those with

low levels of debt and/or those that are

close to exit.

The era of zero-interest rates is likely to

besquarely behind us. The reduction in

excess liquidity instils selection and pricing

discipline and reduces competition,

allgood things for our industry.

The key to alpha generation in private

equity lies in asset selection and value

creation through active ownership during

the holding period. Yes, the base rate will

behigher than in the last decade, but the

capital supply/demand dynamics for deal

entry will become better , since the market

will be less crowded, in other words less

noisy. Because of these two factors, I don’t

believe that private equity outperformance

during the next decade should diminish

compared with the prior level, just because

of the rate increases.

The rate increase has not been a major issue.

It is common practice in our industry to use

hedging tools such as interest rate swaps.

GILES REANEY

Managing Director of Advent International

A Conversation with Advent International

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As inflationary fears seeped into the

market at the beginning of 2022, the

creditmarket cooled somewhat. Then the

Russian invasion of Ukraine in February

last year compounded the inflationary

fears because of the impact on energy

supply. The central banks started an

aggressive set of interest rate increases.

The credit market found it difficult to

pricedeals with increased macro and

geopolitical uncertainties, and as a result

the borrowing cost base and borrowing

margins accelerated quite a lot last year.

More recently, sentiment has improved as

the end point of the rate increase is closer.

Also banks wrote off their losses at the end

of last year, and have been more active this

year compared with the majority of 2022

and private credit players have increased

activity as volatility subsided. Consequently,

the credit spread has narrowed quite a bit.

It is currently only about 50-75 basis points

higher than during the pre- rate hike period.

You may have seen the headlines recently

about some very large financings

completed, which suggests renewed

strength on the financing front.

Going back to the topic of financing,

how have the financing environment

and commercial terms evolved in

thelast several years?

In the last decade, the overall financing

environment was buoyant because of

theabundant supply of money.

When the COVID-19 pandemic hit in early

2020, the global credit market froze for a

short period of time. Central banks reacted

promptly and flooded the market with

liquidity, which gave a boost to the already

abundant liquidity available.

In the traditional bank syndicated market

(the vast majority of the lending market),

covenant-lite remains the standard while

that market’s accessibility responds to the

market volatility. For example, it was closed

for a month here and a month there during

the height of volatility through Q2-Q4 last

year. In the private credit lending market

(the minority component of the lending

market), there was an increased use of

financial covenants (leverage covenants)

during June to December last year, and

more recently covenant-lite has made

acomeback.

1 Source: Bloomberg, S&P LCD News & Research, AMG Data Services. Data as at 30 June 2023.

2 Source: Citi, LCD, Bloomberg.

European Leveraged Finance Volume

Q1 2022

Q2 2022 Q4 2022Q3 2022 Q2 2023

Q1 2023

US Leveraged Finance Volume

Loan Volume (US$bn) High Yield volume (US$bn)

10.589 mm10.589 mm

Q1 2022

Q2 2022 Q3 2022 Q2 2023

180

100

Q4 2022

140

Q1 2023

120

160

Loan Volume (€bn) High Yield volume (€bn)

A Conversation with Advent International

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With a crystal ball, how do you see

the borrowing terms going forward?

My personal estimate is interest rates will

probably peak in Q3 and be held at those

levels until at Q2 2024, after which time

therates are expected to come down.

However, you will not see a cascade of

money coming into the market upon

stabilisation of inflation and interest rates.

3 Source: Citi, LCD, Bloomberg. Data as at 30 June 2023.

The inflation target could well be higher

than the 2% level going forward. My take

isthat steady state inflation is likely to be

around 3% in the USA and probably slightly

lower at 2.5% for Europe.

Interest rates will come down from current

levels but it is unlikely for base rates to

goback down to the ultra-low levels of

thepast decade as I don’t believe that

quantitative easing will come back for

some time.

At Advent, we focus closely on the

dynamics of the debt markets and how

ourportfolio companies might be

impacted. We want to make sure that we

are putting in place the appropriate capital

structures in our companies so that they

are well-equipped for both favourable and

more difficult macroeconomic times.

European Maturity Profile

10.589 mm10.589 mm

2023

2024 2025 2030

200

100

2026

2028

150

2029

2027

€BN OUTSTANDING

US Maturity Profile

Leveraged Loans High Yield

10.589 mm10.589 mm

2023

2024 20272025 2031+

800

400

300

200

100

600

2029

2030

2028

2026

700

500

US$BN OUTSTANDING

Leveraged Loans High Yield

In focus:

Information

Technology

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Sectors in Focus

Information Technology continues to attract

substantial levels of private equity investment,

driven by the trend towards greater digitalisation

andautomation of the global economy. PIP’s

exposure to this important sector is heavily

weightedtowards enterprise software.

PIP invests in software companies that are

highgrowth, capital-light and scalable, and typically

employ subscription models that provide

predictable revenue streams and cash flows.

PIP

MSCI World

Total exposure

to the sector Five largest companiesLargest subsector exposure

Designer and

manufacturer

ofconsumer

electronics

Developer of

computer

software systems

and applications

Leading

manufacturer

ofgraphic

processing units

Manufacturer of

semi-conductors

Manufacturer

ofchip-making

equipment

1 As at 26 July 2023.

Provider of IT

management

andmonitoring

software

services

Mobile phone

insurance

company

Digital consulting

and software

company

Cybersecurity

software

company

Developer of a

cloud-based

modelling

andplanning

platform

33%

22%

System

software

Application

software

19%

services

Others

Technology

hardware

Semi-

conductors

System

software

Application

software

Others

3.7% of PIP’s NAV in these five companies

12.5% of the MSCI World in these five companies

In focus:

Healthcare

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Sectors in Focus

The demand for high quality healthcare has never

been greater. In partnership with an array of

specialist healthcare sector managers, PIP invests

in asset-light, highly defensive companies that aim

to improve access to in-demand healthcare services

and provide industry professionals with solutions

that allow them to focus their efforts on patient care.

PIP

MSCI World

Total exposure

to the sector Five largest companiesLargest subsector exposure

Healthcare

provider

Commercial

services platform

for the life

sciences sector

Specialist eye

treatment

provider

Healthcare

recruitment

platform

Developer of

cloud-based

patient safety and

risk management

software

1 As at 26 July 2023.

Manufacturer

ofhealthcare

products

Pharmaceutical

company

Pharmaceutical

company

Provider of

medical care

benefits

Pharmaceutical

company

19%

13%

Pharmaceuticals

Healthcare

equipment

Healthcare

services

Biotech

Other

Healthcare

services

Healthcare

technology

Pharma-

ceuticals

Healthcare

equipment

Others

3.7% of PIP’s NAV in these five companies

3.1% of the MSCI World in these five companies

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A Conversation with Pantheon’s Global Head of ESG

Embedding material ESG considerations throughout our processes and

procedures supports our wider mission to invest responsibly on behalf of

our clients, such as PIP, with a focus on managing risks and creating value

over the long term.

EIMEAR PALMER

Partner and Global Head of ESG

You have been working in private

equity-focused ESG roles for more

than 10 years. How have attitudes

towards ESG changed over that time?

Enormously! The focus and attention on

ESG by a range of stakeholders has turned

it from a “nice to have” to now being at

apoint where demonstrating a robust

approach to ESG is often imperative

forinvestors.

Whereas perhaps several years ago

consideration of ESG matters was

desirable, it is now a prerequisite for many

of our investors. It’s recognised by both our

managers and their portfolio companies

asan important lever of risk mitigation

andvalue creation. Operating more

sustainably enables portfolio companies to

become more resilient through improved

efficiencies, greater innovation and

reduced costs, which result in companies

strengthening their positioning and

reputation in the market. As a result

oftheiractions, companies are able to

gaininvestor confidence and it reduces

regulatory uncertainty by ensuring that

their businesses are well-positioned

andmore prepared for ESG- and

climate-related regulation and compliance.

In short, itmakes good business sense.

We continue to see European private equity

managers leading the way in driving the

ESG agenda with managers in the USA

andAsia increasingly recognising that the

decisions they make can have a tangible

impact on their stakeholders and the

communities in which they operate.

Agrowing number of Asian investors in

particular are focusing more and more on

climate commitments and understanding

the carbon footprint of their portfolios.

Eimear Palmer, Pantheon

Partner and Global Head of

ESG, discusses Pantheon’s

enhanced approach to

environmental, social and

governance (“ESG”) and

howPIP benefits from it.

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A Conversation with Pantheon’s Global Head of ESG

You mentioned regulatory

uncertainty. Perhaps one of the

major shifts in recent years has

beenthe changing landscape for

measuring and reporting ESG data.

How have private equity managers

responded to this?

Private equity managers are navigating a

highly political and complex regulatory

environment in which the rules and

priorities differ by jurisdiction and can often

be contradictory. In the USA, they can even

vary from state to state. In many cases,

theregulations were not designed with

private markets in mind.

In Europe in particular, the focus has

beenon labelling financial products and

disclosing ESG data. For the private equity

industry, data collection is challenging

since it is extremely difficult for small-

andmedium-sized businesses with little

in-house ESG expertise or systems to

collect, measure and analyse ESG data.

Formanagers and funds in scope, the very

specific portfolio company metrics cover

KPIs ranging from carbon emissions to

hazardous waste ratios, and these KPIs

apply to every company in a portfolio

regardless of sector or size. In many

cases,companies do not produce the

information for any other purpose apart

from responding to the request from

theirinvestors. This creates significant

burden for both portfolio companies

andprivate equity managers and we

expect it will take years to close the

datagap.

In the European Union at least, we believe

that we will begin to see progress with the

introduction of the Corporate Sustainability

Reporting Directive requiring mid-market

portfolio companies to report ESG data.

We are also hopeful that the upcoming

European Commission review of the

ESGregulatory framework planned for

thesecond half of 2023 will result in a

lessonerous and more tailored approach

to ESG data disclosures.

At Pantheon, as a global business, we

recognise the challenges that our investors

face across multiple jurisdictions and are

supportive of ESG data standardisation

and the ambition to improve transparency

of ESG performance across the industry.

Pantheon is a signatory to the ESG Data

Convergence Initiative (“EDCI”) which is

aglobal initiative focused on collating

performance-based, comparable ESG

metrics. Over 300 private equity managers

have now signed up and 60%

of PIP’s

primary private equity managers have

indicated that they would be prepared to

disclose portfolio company information

using the EDCI template, so the signs are

encouraging.

Turning to the challenges being

faced by the global economy,

whatrole can private equity play

inaddressing these?

The private equity sector is well-placed to

make a positive contribution to stimulating

growth through the creation and support of

jobs. The most recently available statistics

show that in Europe, private equity-backed

companies employed 10.5 million people

at the end of 2021, representing 4.5% of

theentire workforce

and an increase

of6.5% from the end of 2020. In the UK

alone,private equity-backed companies

employed two million people in 2021,

representing 6% of all UK jobs, and these

businesses contributed 5% of total UK

GDP

. It is the same story in the USA

where12 million people are employed by

PE-backed businesses

. This is positive,

not just for the people employed by those

companies, but also for those impacted

through supply chains and the customers

who value the products and services

offered by them.

What also matters of course is how private

equity managers behave towards the

businesses that they own. For years, private

equity has been extremely successful

atincorporating robust governance

structures. Managers typicallyinvest in

portfolio companies alongside the existing

management teams and they work closely

together to grow the business over the long

term. Company management, the private

equity manager and their investors all exit

the business atthe same time, meaning

that there is arealalignment of interest.

There are directlines of communication

between the private equity managers and

the executive teams so they are able to

adopt a much more proactive, collaborative

approach and respond quickly to any

issues that mayarise.

1 Source: Pantheon’s annual survey of its underlying

private equity managers. The results are based on a

76% response rate from the primary private equity

managers in PIP’s portfolio.

2 Source: Invest Europe, Private Equity at Work,

April 2023.

3 Source: BVCA Digest, January 2023.

4 Source: American Investment Council, Homepage

– American Investment Council.

Finally, private equity managers are alert to

the investment opportunities arising from

the need to provide solutions to enable the

green transition, decarbonisation and to

harness the benefits of a circular economy.

There are examples of these types of

companies in PIP’s portfolio and case

studies for some of them can be found

on the Company’s website. Pantheon

hasa longstanding relationship with

Ambienta,which focuses on investing

insustainability-driven businesses, and

during the period, PIP invested in Ambienta’s

fund IV which will target small- and

medium-sized companies in Europe whose

products aid pollution control and resource

efficiency in their respective sectors.

Seethe case study on page 18.

You joined Pantheon a year ago.

What have been your first

impressions?

Firstly, I have been hugely impressed by

how cross-functional ESG is at Pantheon.

Ittouches every part of the business from

the investment teams through to operations

and risk. It is truly a team effort.

Of course, the consideration of ESG factors

has been a part of how Pantheon does

business for many years. Back in 2007,

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We will incorporate ESG issues

into investment analysis and

decision-making processes.

We will be active owners

and incorporate ESG

issues into our ownership

policies and practices.

We will seek appropriate

disclosure on ESG issues

by the entities in which

we invest.

We will work together

to enhance our effectiveness

in implementing the

Principles.

We will each report on our

activities and progress

towards implementing

the Principles.

We will promote

acceptance and

implementation of

the Principles within

the investment industry.

The six Principles of the UNPRI

underpin our ESG strategy

wewere one of the first private equity

signatories to the United Nations-backed

Principles for Responsible Investment

(“UNPRI”). The six Principles of the UNPRI

underpin our ESG strategy and we have

consistently achieved high scores in their

annual assessments. Pantheon’s strong

history of engagement across the industry

on ESG matters reflects my own belief inthe

importance of collaboration in thisarea.

I co-founded the UK network of Initiative

Climat International (“iCI”) in 2020 and,

when I joined Pantheon, worked with Jie

Gong, co-manager of PIP to lead the launch

of the Asia-Pacific chapter. iCI is the largest

climate-focused private market initiative

with over 230 signatories, including Pantheon,

that seeks to improve the industry’s

understanding and management of the

risks and opportunities associated

withclimate change. I co-chair the iCI

Regulatory working group and we are also

a member of the iCI Net Zero working

group. In addition, our positions on the

BVCA Responsible Investment Roundtable

and on the ESG Committees of both Invest

Europe and the Hong Kong Private Equity

and Venture Capital Association, combined

with our seats on over 585

advisory boards,

provide us with numerous opportunities

tocollaborate with our peers and drive

ESGbest practice across the industry.

Within Pantheon we have a formal ESG

governance structure in place. I sit on

Pantheon’s International Investment

Committee which means that I can exert

real influence in terms of how ESG is factored

into the investment decision-making for all

deals that are considered by Pantheon for

investment on behalf of PIP. In addition,

Ichair our well-established ESG committee

which comprises representatives from our

key investment strategies, operations,

investor relations, marketing and legal &

compliance teams. The Committee is

responsible for overseeing and monitoring

our ESG programme across core projects

relating to ESG strategy, integration,

regulation and data. Each project has a

designated sponsor from theCommittee

to support the necessary monitoring,

delivery and leadership.

I am pleased to report that Pantheon’s

efforts received external endorsement

when we won the “LP – Co-investor”

category at the inaugural Real Deals

ESGAwards 2022.

I should also mention that the PIP Board is

extremely engaged on the topic of ESG.

We have commenced an annual ESG

training session for the Directors and they

receive regular updates on Pantheon’s ESG

strategy and our progress against the

goals that we have set for ourselves.

Wealso report on any ESG-related issues

that we might have identified in PIP’s

portfolio and, importantly, what our

managers have done to resolve them.

What initiatives have you been

working on since you joined

Pantheon and why?

Embedding material ESG considerations

throughout our processes and procedures

supports our wider mission to invest

responsibly on behalf of our clients, such

as PIP, with a focus on managing risks

andcreating value over the long term.

ESG factors have been integrated into our

pre- and post-investment processes for

years but our focus recently has been

onenhancing how we screen and carry

outdue diligence on deals from an ESG

perspective. We have introduced a new

approach to ESG called TIES – which stands

for Transparency, Integration, Engagement

and Solutions – as this encapsulates the

strong ties between us, our private equity

managers and our portfolio companies.

We believe that greater transparency

leadsto more insight which in turn will

leadto more thoughtful decision-making.

5 As at 31 March 2023.

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Pantheon has developed our own ESG scorecards to provide a

comprehensive view of each investment

Private equity

manager rating

– ESG integration

– Reputation

– Climate

– Diversity, Equity &

Inclusion

– Biodiversity

Fund rating

– Track record

– ESG commitments

– Climate

– ESG reporting

Company &

transaction rating

– Industry sector

– Reputation

– Climate

– Country

– Biodiversity

– ESG maturity

– SDG

alignment

ESG Due Diligence scorecards

Integration refers to our approach to

integrating ESG across the investment

lifecycle from screening, due diligence,

monitoring and reporting. As mentioned,

we engage extensively through our

industry participation and advisory board

seats and TIES will help to enhance this

further. And finally, Solutions is about

providing clarity to our investors around

keyconcepts, such as “impact” and

“sustainable”, and understanding the

investment solutions that can be

developed to support the transition to a

more sustainable economy; this will allow

us to explore an even greater range of

investment opportunities for PIP and the

role that they can play in its diversified

portfolio. With increasing investor demand

for impact investments, we are starting to

see some of our mainstream European

managers launch impact strategies,

whichare particularly focused on climate

transition. It’s important to note that these

impact strategies do not compromise on

market-leading returns, so the impact

achieved and financial return generated

arehighly correlated. PIP is alert to the

opportunities that are emerging from

thisgrowing trend of top tier managers

expanding their remit to incorporate

impact funds and in the previous financial

year, for example, PIP committed £17.8m

to the Apax Global Impact fund.

This year, we have developed and launched

our proprietary ESG scorecards as part of our

enhancements to our new ESG framework.

The scorecards will help systematically

integrate ESG into the duediligence process,

providing more insight into the potential

material ESG considerations for each

investment opportunity. The scorecard

utilises various industry data sources and

leading ESG indicators to assess private

equity managers, funds and portfolio

companies throughout the due diligence

process. Theywill also enable usto

benchmark our PE managers’ ESG

performance, monitor progress and

improve our ESG reporting thus providing

more transparency to ourclients on the

ESG performance of theirinvestments.

Tell us more about the scorecards –

what are they and what do they aim

toachieve?

Pantheon has developed four ESG

scorecards which are tailored according

tothe type of prospective investment

opportunity: Manager, Fund, Single-asset

and Multi-asset. The output of each

scorecard is an ESG rating (Leading

toEmerging) which is based on our

assessment of many ESG considerations.

For example, when assessing a

co-investment opportunity, the investment

team completes both a manager

scorecard and a single-asset scorecard.

The single-asset scorecard assesses each

6 SDG: Sustainable Development Goals.

portfolio company through a dual scoring

system covering inherent sector risk and

acompany risk rating based on specific

criteria as outlined in the graphic (above).

The manager scorecard, which is populated

by our investment teams, is supported by

the results of our annual ESG survey which

weuse to obtain up-to-date information on

our private equity managers. The survey

covers a range of topics including how our

managers measure and report on ESG,

their approach to climate change, whether

they have committed to Net Zero, their

integration of Diversity, Equity & Inclusion,

and how consideration of biodiversity is

addressed in their investment decisions.

Biodiversity loss is happening on an

Our approach is based

around four key aspects:

Transparency

Solutions

Integration

Engagement

Pantheon

TIES

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enormous scale that is difficult to

comprehend therefore it is vital that we

factor this into our investment process.

We continue to use RepRisk, a third-party

news information service which has been

integrated into our systems since 2017,

aspart of our screening, due diligence

andpre- and post-monitoring processes

toensure extensive coverage of any ESG

issues within PIP’s portfolio.

Looking ahead, what are your

priorities for the next 12 months

orso?

We have made great strides but the

worldis constantly changing, investor

expectations are growing, ESG regulatory

requirements are increasing rapidly, and

there is always more to do. We are looking

to enhance our ESG systems to improve

our reporting and provide better

transparency to our investors on the

ESGperformance of their portfolio,

forexample calculating the carbon

footprint of PIP’s portfolio. As a firm,

it is also important that we practise

whatwe preach so we have commenced

anexercise to calculate Pantheon’s own

operational Scope 1, 2 and 3 (business

travel) emissions. This will support better

engagement with our managers on

thistopic.

Secondly, we intend to use our ESG

scorecards to engage more effectively

withour private equity managers on

ESGissues. I know from experience that

receiving feedback from investors can be

incredibly motivating for private equity

managers as they want a high rating!

At Pantheon we believe that private

markets have a key role to play in the

transition to a more sustainable society.

We believe we also have a key role to play

supporting our managers and driving

andencouraging ESG best practice.

Wearepleased to see the progress and

momentum to date but conscious there

ismore work to do. Effectively analysing

and monitoring all opportunities from an

ESG perspective on behalf of PIP remains

our priority as we strive to exceed the

expectations of all of our clients.

Our private equity managers continue to make good progress

towards the adoption of ESG principles

Pantheon recently completed its annual survey of the private equity managers in

PIP’s primary portfolio. Some of the responses are shown below.

Yes 96% No 4%

Do you have a current ESG policy?

1 Survey results based on a 76% response rate from the primary private equity managers in PIP’s portfolio.

Do you have a formal approach to

integrating ESG factors within the

investment process?

Yes 92% No 8%

Do you engage with portfolio

companies on climate-related

matters?

Yes 85% No 15%

Are you a signatory to the United

Nations Principles for Responsible

Investment (“UNPRI”)?

Yes 63% No 37%

The UK Modern Slavery Act

The UK’s Modern Slavery Act 2015 requires Pantheon to report annually on the

steps taken to ensure that slavery and human trafficking are not taking place

anywhere within the business or supply chains. Pantheon’s ESG policy is already

aligned with a zero tolerance approach to modern slavery and trafficking, and

both the policy and the modern slavery statement can be found on Pantheon’s

website (www.pantheon.com).

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One united, diverse culture

atPantheon

We believe that the diversity of our people

and practices is key to the sustainable

success of our firm, our employees and

the broad set of Pantheon stakeholders.

We focus on Inclusion & Diversity (“I&D”)

and our inclusion ethos is founded on the

premise that harnessing our differences

will create a productive environment in

which everybody feels valued, where

ourtalents are being fully utilised and in

which our organisational goals are met.

We have an established I&D Committee,

comprising representatives from across

the business, which meets monthly and

there are separate I&D workstreams that

meet more regularly.

Pantheon was one of the first private

equity houses to report its I&D statistics.

As a signatory to the UK Government’s

Women in Finance Charter, Pantheon is

committed to setting internal targets for

gender diversity in senior management

roles. The proportion of women who are

engaged in the day-to-day management

and operations of our firm (identified as

Global Heads of Departments and/or

members of Pantheon’s Partnership

Board) was 42% as at January 2023,

exceeding the target of 33%, and we

areproud to report that half of our

investment team heads are women.

Weare delighted that our hard workwas

recognised at the Real Deals Private

Equity Awards 2022 where Pantheon

won the Diversity award. Inaddition,

three of the seven Directors onPIP’s

Board are female.

Our commitment to I&D does not sit only

within Pantheon. We have long incorporated

I&D within our investment process with

adedicated section in our due diligence

questionnaire on the topicthat is completed

by prospective private equity managers

for a primary investment. While the wider

sector still has significant improvements

to make, we are encouraged by the progress

that is being made and note that many of

our managers have improved recruitment

processes to increase their diversity.

Pantheon continues to advocate for this

topic through a number of partnerships

across the investment management

sector including Girls are Investors,

Jopwell, Sponsors for Educational

Opportunity (“SEO”), 10,000 Black

Internsand the Diversity Project.

Pantheon is proud to sponsor Level 20,

anot-for-profit organisation established

to inspire women to join and succeed

inthe private equity industry.

Male 62%

Female 36%

Prefer not

to say

Global staff gender

identity

1 Data is based on aggregated and anonymised information inputted to our HR system by our global staff, defined

as permanent staff and partners. The percentage of input for this year was 89%, compared to a 75% response

rate of our 2022 voluntary annual Inclusion and Diversity Survey.

No 90%

Yes 3%

Prefer not

to say

Global staff LGBTQ+

profile

Male 50%

Female 50%

Investment team

heads

No 91%

Yes 2%

Prefer not

to say

Global staff disability

profile

White 61%

Other ethnic

background

36%

Prefer not

to say

Ethnic diversity

profile

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The value-weighted average uplift on exit realisations in the year was 27%, consistent with our view that realisations can be

significantly incremental to returns.

The method used to calculate the average uplift is to compare the value at exit with the value of the investment 12 months prior

to exit. Since 2012, the weighted average uplift on exit is 31%.

1 See page 182 of the Alternative Performance

Measures section for sample calculations

anddisclosures.

Number of

distributions

40%

20%

15%

10%

PERCENTAGE UPLIFT ON EXIT

>(50)–(25)

>(10)–0

>10–25>0–10 >25–50 >50–75

>75–100

>100–150

38% 11% 16%

25%

>(25)–(10)

12%

30%

35%

THE DISTRIBUTION % OF UPLIFTS ON

EXIT REALISATION PROCEEDS

Value-weighted

average uplift = 27%

For the year to 31 May 2023

Realisations

PIP’s mature portfolio continued to

generate distributions despite a subdued

exit environment. Distributions have

beenincremental to returns, with many

reflecting realisations at significant uplifts

to carrying value.

Cost multiples on exit

realisations

Uplifts on exit realisations

Exit realisations by sector

and type

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Realisations

The average cost multiple on exit realisations of the sample was 3.0 times, demonstrating value creation over the course of

PIP’s investment.

The average cost multiple on exit since 2012 is 3.0 times.

1 See page 182 of the Alternative Performance

Measures section for sample calculations

anddisclosures.

Number of

distributions

40%

25%

15%

10%

MULTIPLES ON INITIAL COST

>0.0x0.5x >0.5x–1.0x

>1.5x–2.0x

>1.0x–1.5x >2.0x–3.0x >3.0x–4.0x

>4.0x–5.0x

>5.0x

194

6 57 12

8 11 10

20%

30%

35%

THE DISTRIBUTION % OF COST MULTIPLES

ON EXIT REALISATIONS

Average cost

multiple = 3.0x

For the year to 31 May 2023

PIP’s mature portfolio continued to

generate distributions despite a challenging

exit environment. Distributions have

beenincremental to returns, with many

reflecting realisations at significant uplifts

to carrying value.

Cost multiples on exit

realisations

Uplifts on exit realisations

Exit realisations by sector

and type

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Realisation activity was strongest in the industrials and information technology sectors. Trade sales and secondary buyouts

represented the most significant sources of exit activity during the year. The data in the sample provides coverage for 100%

(for exit realisations by sector) and 100% (for exit realisations by type) ofproceeds from exit realisations received during the period.

Industrials 20%

Information technology 15%

Financials 14%

Healthcare 13%

Communication services 13%

Consumer 10%

Utilities 8%

Energy 4%

Materials 2%

Real estate 1%

Trade sale 55%

Secondary buyout 41%

IPO and secondary share sale 3%

Refinancing and recapitalisation 1%

Exit realisations by sector

For the year to 31 May 2023

Exit realisations by type

For the year to 31 May 2023

Realisations

PIP’s mature portfolio continued to

generate distributions despite a challenging

exit environment. Distributions have

beenincremental to returns, with many

reflecting realisations at significant uplifts

to carrying value.

Cost multiples on exit

realisations

Uplifts on exit realisations

Exit realisations by sector

and type

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Distributions case study

Founded in Paris in 1972, Chequers

Capital (“Chequers”) is one of the longest

established private equity managers

in Europe.

– With over 50 years of experience, Chequers has

raised and invested 18 funds since 1972, and has

over €2bn under management.

– Chequers has 25 investment professionals across

France, Italy and the DACH (Germany/Austria/

Switzerland) region, supported by a large

eco-system of operating experts.

– A small and mid-market buyout specialist,

Chequers targets asset-light industrial and service

businesses, often acquired from family owners,

and focuses on creating value through driving

growth and operational improvements.

– Over the past year, Chequers has succeeded in

realising several portfolio companies, despite

thegeneral slowdown in the exit environment,

resulting in sizeable distributions to PIP,

includingthose from Serma, Riri and MTA.

Strong realisations

at impressive uplifts

Provider of electronic testing services

and solutions, for the aerospace,

transportation, energy and

telecommunications sectors,

basedin France.

Exited to a financial buyer in

July 2022:

Manufacturer of coated metal

accessories such as zips, buttons

and buckles for the high-end

luxuryfashion industry, based

inSwitzerland.

Exited to Oerlikon Group, a Swiss

strategic buyer, in February 2023:

Manufacturer of heating,

ventilation and air conditioning

equipment based in Italy.

Exited to Trane Technologies,

a US strategic buyer, in May 2023:

£1.6m

Proceeds to PIP

2.4x

Return generated

32%

IRR

50%

Uplift on exit

£2.1m

Proceeds to PIP

2.7x

Return generated

34%

IRR

82%

Uplift on exit

£1.0m

Proceeds to PIP

3.2x

Return generated

40%

IRR

56%

Uplift on exit

Value creation bridge

1.0x

1.1x

0.1x

0.5x 2.7x

+31.6%

3.0

1.5

0.5

1.0

2.0

2.5

Entry

multiple

EBITDA

growth

Multiple

expansion

Deleverage Exit

multiple

Value creation bridge

1.0x

0.6x

1.0x 3.2x

+31.6%

Entry

multiple

EBITDA

growth

Multiple

expansion

Deleverage Exit

multiple

Value creation bridge

Entry

multiple

1.0x

EBITDA

growth

Multiple

expansion

Deleverage Exit

multiple

0.9x

0.1x

0.4x 2.4x

+31.6%

3.0

2.0

1.0

2.5

1.5

0.5

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Net Portfolio Cash Flow

Net portfolio cash flow equals distributions

less capital calls.

A continued focus on the portfolio’s maturity

profile means that PIP is well-positioned to

generate positive cash flows.

With a long-term average distribution rate

of 20-25%, PIP’s portfolio has been cash

flow positive since 2010.

PIP’s total net portfolio cash flow over the

last ten years has been £1.7bn.

Net portfolio cash flow

300

200

100

2014

2015

2016 2017 2018 2019

2020

2021

2022

2023

250

150

NET PORTFOLIO CASH FLOW (£M)

Net portfolio cash flow

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Distributions

Although PIP’s portfolio has continued to generate cash, there has been a slowdown in distributions during the period.

The challenging economic environment has impacted exit activity.

1 Distribution rate equals distributions inthe period

(annualised) divided byopening por tfolio value.

40%

30%

20%

10%

Aug

Nov

Feb

May

Aug

Nov

Feb

May

Aug

Nov

Feb

May

Aug

Nov

Feb

May

Aug

May

Nov

Feb

ANNUALISED DISTRIBUTION RATE BY QUARTER

With a weighted average fund maturity of

4.8 years at the end of the period (31 May

2022: 4.9 years), PIP’s portfolio continued

togenerate cash.

PIP received £223m in proceeds from

PIP’sportfolio in the year to 31 May 2023

(year to 31 May 2022: £419m), equivalent

to10% of opening private equity assets

(31May 2022: 25%).

Quarterly distribution rates

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Distributions case study

Proceeds

£10.8m

Manager

Lee Equity Partners

Geography

USA

Type

Co-investment

Sector

Financials

Stage

Small/mid buyout

Vintage

2019

Exit type

Secondary buyout

Strong returns

from specialty insurance

K2 is one of the largest Managing General Agent (“MGA”) platforms in

theUSA, providing insurance carriers with distribution, underwriting

andclaims management services for specialty insurance lines.

Thecompany underwrites c.US$ 1.4bn of premiums across more

than 24 different programmes.

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Investment rationale

– As one of the largest MGA platforms

inthe USA specialty insurance market,

K2is well-positioned to capitalise onthe

highly fragmented market opportunity.

– K2 has delivered historically strong

underwriting results that materially

outperform the industry average, which

is critical for retaining existing carrier

relationships and expanding into

newones.

– Strong value proposition across the

specialty insurance spectrum from

broker to carrier; the higher-returning

lines they underwrite are difficult for

traditional insurers to access profitably

on their own.

– Attractive financial profile characterised

by high recurring revenues, strong free

cash flow, and virtually no balance

sheetrisk.

Our relationship

Pantheon is a primary investor in a number

of Lee Equity Partners funds and has also

previously co-invested alongside the

private equity manager.

Active management and

valuecreation

– Lee Equity Partners bolstered the

management team with key senior hires

to support the growth of the business.

This included a new President, Chief

Claims Officer, Chief Actuary and

Financial Controller.

– K2 completed 20 acquisitions, start-ups

and “team lift-outs” in order to expand

into new specialty lines and geographies.

– The company drove carrier partner

expansion to diversify its sources of

capacity and helped to add new strategic

distribution partnerships.

– Lee Equity Partners worked with

management to implement a number

ofoperating best practices including:

– more formalised reporting;

– refinement of key performance

indicators (“KPIs”) for the business;

and

– leveraging centralised support

servicesacross the platform

toachieve efficiencies.

– Lee Equity Partners’ active management

in tandem with management’s execution

resulted in an annualised growth rate

of22% in revenues and 24% in EBITDA

through acombination of organic growth

and strategic M&A.

1 K2 completed a refinancing that re-levered the business.

2 Capital structure impact, mainly capital returned in dividend recapitalisation less management incentive unit dilution.

Exit

In May 2023, Warburg Pincus acquired

K2Insurance Services from Lee Equity

Partners. The sale generated returns of

3.9x on cash and a 51.2% IRR.

Value creation bridge

4.5x

3.0x

2.0x

1.0x

Entry multiple

1.0x

EBITDA

growth

Deleverage

Multiple

expansion

Other

Exit multiple

2.0x

1.2x

(0.4x)

0.1x 3.9x

+31.6%

3.5x

2.5x

1.5x

0.5x

4.0x

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Distributions case study

Proceeds

£4.6m

Manager

Hg Capital (“Hg”)

Geography

Europe

Type

Co-investment

Sector

Healthcare

Stage

Small/mid buyout

Vintage

2018

Exit type

Strategic sale

Essential software

for care and therapy

Medifox is a leading provider of software solutions to over 16,000 outpatient

care services, elderly care homes, therapist practices, youth care institutions

and non-professional caregivers in Germany.

The business supports care providers with key challenges including

resource and route planning, care documentation, regulatory compliance

and quality assurance of services provided, as well as invoicing systems.

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Distributions case study

Medifox is characterised by a leading

position in a fragmented sector, a robust

financial profile, a highly competent

management team and a “mission-critical”

product. The company is headquartered

inHildesheim, Germany and employs

over500 people across six locations.

Investment rationale

– Medifox is a highly attractive

businesswith a fragmented small

andmedium-sized business (“SMB”)

customer base, ahigh retention and

mission-critical, regulatory-driven

product that is useddaily.

– Medifox is benefiting from fundamental

trends of integrated care, an ageing

population and digitalisation driving

underlying growth forthe coming

decades.

– Further growth is expected in the core

outpatient segment, with tangible

mergers and acquisition opportunities

tofurther gainsector share in newer

therapy and in-patient segments.

– Opportunities to make operational

improvements led by a strong

management team and operators.

Our relationship

Pantheon has been a longstanding investor

with the manager having backed several

mid-cap Hg funds since 2006. In addition,

Pantheon holds advisory board seats for

allof the Hg funds that it is invested in.

Active management and

valuecreation

Medifox has grown substantially as a

resultof several of Hg’s initiatives since

2018, including:

– Achieving annualised organic

revenuegrowth of over 10% via new

customer wins and delivering adjacent

functionality. This resulted in annualised

revenue growth which was over 30%

better than the peer average.

– Driving product and service innovation

for the customers via the largest

dedicated elderly care software

researchand development team in

Germany (e.g.the new next-generation

cloud-ready elderly care product).

– Driving digitalisation of sales and

investing in systems landscape to deliver

strong incremental margins, expanding

EBITDA margins over time.

– Building a repeatable mergers and

acquisition platform, with the execution

and integration of nine acquisitions,

including DAN Produkte.

Exit

Medifox was acquired by the US-listed

strategic buyer, ResMed, a global leader

incloud-connected medical devices and

out-of-hospital software-as-a-service

(“SaaS”) business solutions, in a

transaction valuing the business at an

estimated US$1bn. PIP made a return of

4.1x on theoriginal cost and a 40% IRR.

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The annual call rate for the year to 31 May 2023 was equivalent to 21% of opening undrawn commitments (31 May 2022: 35%).

The decline in the call rate reflects the slowdown in deal activity during the period.

40%

30%

20%

10%

Aug

Nov

Feb

May

Aug

Nov

Feb

May

Aug

Nov

Feb

May

Aug

Nov

Feb

May

Aug

May

35%

25%

15%

Nov

Feb

ANNUALISED CALL RATE BY QUARTER

1 Call rate equals calls in the period (annualised) divided

by opening undrawn commitments. All call figures

exclude the acquisition cost of new secondary and

co-investment transactions.

Calls

PIP paid £155m to finance calls on

undrawn commitments during the year

(year to 31 May 2022: £187m).

Quarterly call rate

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New Commitments

New commitments during the year were equally weighted across the three investment types, with each demonstrating

attractive characteristics for overall portfolio construction.

Our investment process

Investment opportunities in

companies and funds are

originated via Pantheon’s extensive

and well-established platform.

We invest with many of the best

private equity managers who are

able to identify and create value

in their portfolio companies.

Cash generated from the sale

of those companies is returned

to PIP and redeployed into new

investment opportunities.

Manager-led secondaries 35%

Primaries 33%

Co-investments 32%

PIP committed £441m to 25 new

investments during the year (31 May 2022:

£496m, 70 new investments).

PIP invested in six manager-led

secondaries (£154.9m). This included

aUS$112.5m (£93.5m) commitment to

the Pantheon Secondary Opportunity

Fund II, which is focused on

manager-ledsecondaries.

In addition, PIP committed to eight

primaries (£147.4m) and 11 co-investments

(£138.5m).

New commitments

by region

New commitments by

investment type

New commitments

by stage

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Other Information

The majority of commitments made in the year were to opportunities in the developed US and European private equity markets.

USA 40%

Europe 39%

Global

21%

New Commitments

Our investment process

Investment opportunities in

companies and funds are

originated via Pantheon’s extensive

and well-established platform.

We invest with many of the best

private equity managers who are

able to identify and create value

in their portfolio companies.

Cash generated from the sale

of those companies is returned

to PIP and redeployed into new

investment opportunities.

PIP committed £441m to 25 new

investments during the year (31 May 2022:

£496m, 70 new investments).

PIP invested in six manager-led

secondaries (£154.9m). This included

aUS$112.5m (£93.5m) commitment to

the Pantheon Secondary Opportunity

Fund II, which is focused on

manager-ledsecondaries.

In addition, PIP committed to eight

primaries (£147.4m) and 11 co-investments

(£138.5m).

1 Global consists of the US$112.5m (£93.5m)

commitment to the Pantheon Secondary

OpportunityFund II (PSOF II), which is focused

onmanager-led secondaries.

New commitments

by region

New commitments by

investment type

New commitments

by stage

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New Commitments

Small and mid market buyout investment activity was robust during the period.

Small/mid buyout 58%

Generalist

21%

Large/mega buyout 18%

Venture 3%

Our investment process

Investment opportunities in

companies and funds are

originated via Pantheon’s extensive

and well-established platform.

We invest with many of the best

private equity managers who are

able to identify and create value

in their portfolio companies.

Cash generated from the sale

of those companies is returned

to PIP and redeployed into new

investment opportunities.

1 Generalist relates to a US$112.5m (£93.5m)

commitment to the Pantheon Secondary

OpportunityFund II (“PSOF II”), which is focused

onsingle-asset secondaries.

PIP committed £441m to 25 new

investments during the year (31 May 2022:

£496m, 70 new investments).

PIP invested in six manager-led

secondaries (£154.9m). This included

aUS$112.5m (£93.5m) commitment to

the Pantheon Secondary Opportunity

Fund II, which is focused on

manager-ledsecondaries.

In addition, PIP committed to eight

primaries (£147.4m) and 11 co-investments

(£138.5m).

New commitments

by region

New commitments by

investment type

New commitments

by stage

Focus on Manager-led Secondaries

What we look for:

Mid-market focus

Tilt towards companies in the small &

medium buyout and growth equity stages

managed by top quality private equity

managers.

High-quality companies

Companies that constitute prized assets

for managers, in non-cyclical industries

with growth driven by structural tailwinds.

Transaction alignment

Sound transaction rationale with strong

alignment of interest across the company

management team, the private equity

manager and secondary investor.

Deal structure

Focus on leading or co-leading deals to

drive structure, terms and alignment of

interest.

– During the financial year, PIP committed

$112.5m (£93.5m) to the Pantheon

Secondary Opportunity Fund II, which

is focused on manager-led secondaries

in single company assets.

– This commitment forms part of

the Company’s strategy to capitalise

on attractive opportunities in this

fast-growing segment of the

secondaries market.

– PIP benefits from Pantheon’s extensive

platform and experience in the

secondary market. Pantheon has over

13 years’ experience in manager-led

transactions, decades long relationships

that can be leveraged for sourcing and

information, while the Secondaries

Investment Committee has almost

200 years of combined private markets

experience.

Unprecedented market opportunity

Strong deal flow

Manager-led secondaries represented

~50% of all transaction volume in 2022

Viable exit option for managers

Increased demand from investors and

managers as PE exit activity at record low.

Elevated liquidity needs

90% of investors elected to sell to

continuation vehicles in the first half

of 2022

Limited dry powder

Under supply of capital relative

to opportunity set.

1 Jefferies H1 2023 Global Secondary Market Review.

2 Lazard Sponsor Led Secondary Market Report – H1 2022.

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Taking advantage of the attractive

manager-led secondary market

Manager-led transaction volume (US$bn)

24%

32%

30%

58%

52%

48%

2017

YEAR

2018

2020

2019

2021 2022 H1 2023

2023E

45+

Manager-led transaction volume 2023 Estimate % of total volume

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New Commitments case study

Manager

Montagu Private Equity

(“Montagu”)

Sector

Financials

Geography

Europe

Type

Co-investment

Stage

Small/mid buyout

Commitment

£8.1m

Essential architects in the

world of asset management

Waystone is a provider of outsourced governance, risk and compliance

services to the asset management industry. The company services a

number of blue-chip asset managers with combined assets under

management of US$2tn. Waystone has grown to now employ c.350

individuals in globally recognised epicentres for fund management

includingLondon, Hong Kong, Singapore, Ireland and Luxembourg.

Our relationship

Pantheon has a long-standing relationship

with Montagu. PIP is a primary investor

andhas also co-invested alongside the

manager, while Pantheon holds an

advisory board seat with Montagu.

Early engagement with Montagu allowed

Pantheon to secure a sizeable allocation

inthis opportunity.

Active management and

valuecreation

As a joint owner of Waystone, Montagu

willhave the opportunity to implement

organisational best practices and further

support Waystone’s buy-and-build strategy.

In April 2023, shortly following PIP’s

co-investment in the company,

Waystonesigned agreements to acquire

Link Fund Solutions, a European fund

services provider with £160bn of assets

under oversight and administration,

closingsubject to regulatory approval

andother conditions. Combined with the

acquisitions of KB Associates, Centaur

Fund Administration and T. Bailey Fund

Services in the past year, a comprehensive

product offering and exposure to

structurally growing markets, Waystone

iswell placed to continue its current

growthtrajectory.

Investment rationale

– Founded in 2000, the company has

grown organically and through a

mergers and acquisition strategy, with

nine add-on acquisitions completed

between 2019 and 2021.

– The company provides services that are

mission-critical to a fund’s set-up and

ongoing operation. This results in a

sticky business model evidenced by

historically low customer churn rates

and limited customer switching.

– Regulatory scrutiny and increasing

complexity are providing a strong

tailwind for the industry, in which

Waystone is a leading player.

– Montagu has extensive experience in

fund services, including a successful

investment in peer company,

Universal Investment.

– Since Montagu’s investment in 2021,

thecompany has grown organically and

through targeted add-on acquisitions

which have expanded Waystone’s

service offering and geographical

footprint.

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New Commitments case study

Company

Sentinel Capital

Partners VII

Manager

Sentinel Capital Partners

(“Sentinel”)

Geography

North America

Type

Primary

Commitment

£19.3m

Top performance

from a proven partner

Sentinel is a US-based private equity manager focused on investing in

mid-market businesses. The manager has raised US$11.2 billion of capital

since inception and has a track record of growing businesses and creating

value for investors. In November 2022, Sentinel Capital Partners VII raised

$4.35 billion from new and existing investors, with strong demand resulting

in a larger than targeted fund.

Pantheon has a long-standing relationship with Sentinel with PIP investing in

one of Sentinel’s previous funds. Pantheon also holds four advisory board

seats with the manager.

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Investment rationale

– Sentinel aims to create value through

operational improvements that lead to

both revenue and profit growth, while

accretive add-on acquisitions also

drivegrowth.

– Sentinel is a top-quartile performing

manager with a proven and repeatable

investment strategy.

– The manager has a stable senior

investment team, with a combined total

average of over 20 years at Sentinel.

Sentinel’s investment strategy

– Sentinel targets mid-market companies

and the fund will consist of roughly

20–25 equity investments of $150 to

$175 million each.

– The manager has a strong focus on core

industry sectors including: business

services, consumer products/services,

healthcare services, and industrials.

– When assessing an investment

opportunity, Sentinel is seeking:

– A strong management team with a

long-term vision and alignment

ofinterest;

– Market leadership in the product line,

geography or technology;

– A diversified customer base or

productline; and

– The opportunity to grow via M&A

ororganically.

Maiden investment from

Sentinel Capital Partners VII

In November 2022, Sentinel made

its first investment from Sentinel

Capital Partners VII into L2

Brands(“L2”). L2 is a designer,

manufacturer and marketer of

custom-decorated apparel and

headwear for the collegiate,

destination and leisure, and

corporate markets. Since its

founding in 1991, L2 has

becomea diversified business

with a history of long-term

profitable growth.

Sentinel’s experience and track

record in this sector will enable

L2 to accelerate its growth, both

organically and through add-on

acquisitions.

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New Commitments case study

Manager

Deutsche Private Equity

(“DPE”)

Sector

Information Technology

Geography

Europe

DESCRIPTION AND COMMITMENT:

valantic

Digital consulting and

software company

(£9.7m)

Eraneos

An independent

management and

technology consulting

firm (£8.6m)

Digital transformation,

delivered

PIP invested in a manager-led secondary transaction with DPE that

comprised two high-growth technology and digital consulting businesses:

valantic and Eraneos.

Type

Manager-led Secondary

Stage

Small/mid buyout

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– The growth of the digital transformation

services market is expected to provide

astrong tailwind for both companies,

with an expected compounded annual

growth rate of 9% until 2026 taking

thetotal market size to more than €80bn.

– The businesses benefit from their sticky

customer relationships, substantial

scale combined with a customer-centric

approach and a full end-to-end

consulting service that is ableto

respondto customers’ needs.

– Eraneos has delivered robust performance

with consistent above-market organic

growth, maintained strong margins and

cash conversion over the recent years.

In combination with a well-executed

growth strategy and successful

buy-and-build strategy Eraneos was

ableto strengthen its positioning with

afootprint in four European markets.

Active management and

valuecreation

– Both businesses have grown

substantially under the ownership of

DPE, with revenues increasing by over

270% for Eraneos since it was acquired

in 2017, and more than 240% for valantic

since it was acquired in 2019.

valantic is a consultancy and provider

ofsoftware solutions for digital

transformations. The company has

over800 consultants and developers

andis represented in Germany, Austria,

Switzerland, Belgium, the Netherlands,

Portugal and many other international

locations.

Eraneos is an international management

and technology consulting group providing

digitalisation and transformation services,

from strategy development through to

implementation. The company has 1,000

consultants in four core markets (Switzerland,

Germany, the Netherlands and Spain).

Investment rationale

– DPE is a top-tier manager operating in

Germany, Austria and Switzerland that

has a strong track record of supporting

and delivering organic growth for its

portfolio companies and specialises

inexecuting buy-and-build growth

strategies. The manager has

consistently generated strong

returnsover several funds.

– DPE wanted to move the two businesses

to a continuation fund so that additional

capital could be provided for further

accretive add-on acquisitions.

– valantic has a track record of completing

and integrating add-on acquisitions,

with15 completed under the ownership

of DPE, who originally invested in the

business in 2019.

– valantic sees routes to further value

creation through the launch of new

technologies and service offerings.

These will enable customers to benefit

from a more comprehensive portfolio

ofproducts and services, while the

business will also focus on developing

new customer markets in Scandinavia

and Benelux. The company has

continued to deliver strong organic

growth and has already completed

fiveadd-on acquisitions over the past

sixmonths.

– Eraneos has also continued to expand

through M&A with two recent

acquisitions in Germany. In addition,

thegroup is pursuing organic growth

opportunities andrecently opened a new

office in Austria,while enhanced client

support and expanding joint consultancy

businesses are also expected to drive

growth. Eraneos is targeting double-digit

growth for 2023 and beyond.

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Buyout Analysis

Weighted average revenue and EBITDA

growth of 21% and 15%, respectively,

for PIP’s sample buyout companies have

consistently exceeded growth rates

seenamong companies that constitute

theMSCI World index. Strong top-line

performance, disciplined cost control,

operational expertise and good earnings

growth, together with an efficient use of

capital, underpin the investment thesis

of many private equity managers.

30%

20%

-20%

Dec

10%

-10%

Dec

Annual revenue growth

10%

-10%

-30%

Dec

30%

Dec

20%

-40%

Annual EBITDA growth

PIP buyout sample MSCI World

1 The sample buyout figures for the 12 months to

31 December 2022 were calculated using all the

information available to the Company. The figures

arebased on unaudited data. MSCI data was sourced

from Bloomberg. See page 182 of the Alternative

Performance Measures section for sample

calculations and disclosures.

2 MSCI World, 2022 and 2021 aggregate market-weighted

revenue and EBITDA growth data is derivedfrom

constituent companies compared on year-on-year

basis for the financial years ending 2022 and 2021.

Valuation multiple

Revenue and EBITDA

growth

Debt multiples

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20.0x

15.0x

5.0x

10.0x

0.0x

PIP buyout sample MSCI World

17.8x

16.2x

Accounting standards require private

equity managers to value their portfolios at

fair value. Public market movements can

be reflected in valuations.

PIP’s sample-weighted average Enterprise

Value (EV)/EBITDA was 17.8 times

compared to 16.2 times for the MSCI

World index; and this should be considered

in the context of the underlying growth

rates for each.

PIP invests proportionately more in

high-growth sectors such as mission-critical

B2B information technology and healthcare,

and these sectors tend to trade at a

premium to othersectors.

1 The sample buyout figures for the 12 months to

31 December 2022 were calculated using all the

information available to the Company. The figures

arebased on unaudited data. MSCI data was sourced

from Bloomberg. See page 182 of the Alternative

Performance Measures section for sample

calculations and disclosures.

2 Full buyout portfolio.

3 As at 31 December 2022.

Information technology 27%

Healthcare 20%

Consumer 17%

Industrials 13%

Financials 12%

Communication services 6%

Materials 3%

Energy 1%

Real estate 1%

Buyout portfolio

Information technology 18%

Consumer 18%

Financials 16%

Healthcare 15%

Industrials 11%

Communication services 6%

Energy 6%

Materials 4%

Real estate 3%

Utilities 3%

MSCI World

Valuation multiple

Revenue and EBITDA

growth

Debt multiples

Buyout Analysis

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Buyout Analysis

Venture, growth and buyout investments

have differing leverage characteristics.

Average debt multiples for small/mid

buyout investments, which represent the

largest segment of PIP’s buyout portfolio,

are typically lower than debt levels in the

large/mega-buyout segment.

The venture and growth portfolios have

little or no reliance on leverage.

% of PIP’s

portfolio

45% 26%

7.0x

4.0x

2.0x

0.0x

Small/mid buyout LBO

(Market Data)

4.2x

5.9x

6.0x

1.0x

3.0x

5.0x

5.7x

Large/mega buyout

1 The sample buyout figures for the 12 months to

31 December 2022 were calculated using all the

information available to the Company. The figures

arebased on unaudited data. MSCI data was sourced

from Bloomberg. See page 182 of the Alternative

Performance Measures section for sample

calculations and disclosures.

2 Leveraged buyout data sourced from Pitchbook’s Leveraged Commentary & Data (LCD), 2022.

Valuation multiple

Revenue and EBITDA

growth

Debt multiples

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Cross-section of PIP’s largest 50 companies

Largest 50 Companies

PIP’s largest 50 companies, which

accounted for 28% of NAV at the year

end, have exhibited profitable growth

in the past 12 months, and make a

significant contribution towards

overall portfolio performance.

Information technology 39%

Healthcare 22%

Consumer 16%

Financials 10%

Industrials 6%

Communication services 5%

Energy 2%

USA 58%

Europe 27%

Asia & RoW 15%

Resilient

85%

Cyclical 15%

Exposure by sector

Exposure by region Exposure by industry type

1 Based on March 2023 valuations and adjusted for May 2023.

2 Resilient companies are defined as those operating in industries with structural growth trends, producing

mission-critical products or have recurring revenue models.

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Attractive portfolio growth and profitability characteristics

The 50 largest companies in PIP’s portfolio are held at a significant multiple over cost

PIP’s largest 50 companies, which

accounted for 28% of NAV at the year

end, have exhibited profitable growth

in the past 12 months, and make a

significant contribution towards

overall portfolio performance.

Largest 50 Companies

50%

30%

10%

>2.0x

1.0x–1.5x

PROPORTION ON TOP 50 NAV (SINCE INCEPTION)

13%

<1.0x

20%

1.5x–2.0x

34%

44%

40%

GROSS MULTIPLES ON INITIAL COST

Average NAV-weighted revenue

growth in the last 12 months

27.1%

Average NAV-weighted

EBITDA growth

26.8%

Proportion of companies

with positive EBITDA

91%

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Other Information – The largest 50 companies by value

Company Website Country Sector Investment type Description

% of PIP

portfolio

1 USA Healthcare Manager-led Secondary Recruitment platform for nurses 1.1%

Netherlands Consumer Manager-led Secondary Non-food discount stores 1.0%

Switzerland Information Technology Co-Investment; Secondary

Provider of IT management and monitoring

softwareservices

0.8%

USA Financials Primary; Secondary Mobile phone insurance company 0.8%

USA Healthcare Manager-led Secondary Specialist eye treatment provider 0.7%

Hong Kong Financials Co-Investment; Secondary A fund administrator and corporate service provider 0.7%

Germany Information Technology Manager-led Secondary Digital consulting and software company 0.7%

USA Information Technology

Primary; Co-Investment;

Secondary

Cybersecurity software company 0.7%

USA Information Technology Co-Investment; Primary

Developer of a cloud-based modelling and

planningplatform

0.7%

USA Information Technology Co-Investment Provider of cloud consulting and engineering services 0.7%

United Kingdom Consumer Manager-led Secondary Ice cream and frozen food manufacturer 0.7%

USA Energy Secondary Natural gas and oil producer 0.7%

USA Healthcare Manager-led Secondary

Commercial services platform for the life

sciencessector

0.7%

1 The largest 50 companies table is based upon underlying company valuations at 31 March 2023 adjusted for known call and distributions to 31 May 2023, and includes the portion of the reference portfolio attributable to the ALN.

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Company Website Country Sector Investment type Description

% of PIP

portfolio

14 USA Financials Co-Investment; Primary

Provider of technology-enabled retirement and

investment services

0.7%

USA Communication Services Manager-led Secondary Entertainment, media and sportsagency 0.7%

USA Healthcare

Co-Investment;

Manager-led Secondary

Healthcare provider 0.7%

Norway Information Technology Primary; Co-Investment

Provider of software solutions for finance and HR

departments

0.6%

USA Industrials Manager-led Secondary Consultant to telecommunication service providers 0.6%

Israel Healthcare Manager-led Secondary

Provider of medical and dental equipment

andimplants

0.6%

USA Healthcare Manager-led Secondary

Developer of cloud-based patient safety and risk

management software

0.6%

Spain Communication Services Co-Investment Digital advertising company 0.5%

USA Industrials Manager-led Secondary Digital marketing and recruitment services provider 0.5%

USA Information Technology Manager-led Secondary Provider of wireless internet connectivity solutions 0.5%

USA Healthcare Manager-led Secondary Orthodontic treatments and servicesprovider 0.5%

USA Information Technology

Primary; Co-Investment;

Secondary

Managed IT service provider 0.5%

USA Financials Co-Investment; Commercial insurance broker 0.5%

Other Information – The largest 50 companies by value

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Company Website Country Sector Investment type Description

% of PIP

portfolio

27 USA Consumer Co-Investment Online distributor of pet food andsupplies 0.5%

USA Industrials Co-Investment Provider of food waste recycling services 0.5%

Hong Kong Consumer Primary; Co-Investment Operator of educational institutions 0.5%

USA Information Technology Co-Investment Cybersecurity services provider 0.5%

Australia Consumer Manager-led Secondary Producer of beef and other animal protein products 0.5%

Germany Healthcare Manager-led Secondary Specialist pharmaceutical company 0.5%

United Kingdom Information Technology Co-Investment

Provider of business management software solutions

to SMEs

0.5%

Sweden Information Technology Co-Investment; Primary Developer of enterprise resource planning software 0.5%

USA Healthcare Co-Investment; Primary Provider of disclosure management services 0.5%

USA Information Technology Primary; Co-Investment Provider of enterprise identity governance solutions 0.4%

Norway Information Technology

Primary;

Manager-led Secondary

Developer of content production tools for the digital

media industry

0.4%

India Financials Co-Investment Health insurance provider 0.4%

Kazakhstan Financials Primary Banking products and services provider 0.4%

Other Information – The largest 50 companies by value

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Company Website Country Sector Investment type Description

% of PIP

portfolio

40 USA Information Technology Co-Investment

Provider of 3D design, engineering and

manufacturing solutions

0.4%

Switzerland Information Technology Primary; Secondary Developer of coding software 0.4%

USA Consumer Manager-led Secondary Restaurant franchise 0.4%

Germany Information Technology Primary

Developer of an HR management

andrecruitmentplatform

0.4%

USA Consumer Co-Investment Restaurant franchise 0.4%

USA Information Technology Co-Investment IT services management company 0.4%

USA Information Technology

Co-Investment;

Manager-led Secondary

Mobile data analytics company 0.4%

USA Information Technology Co-Investment Digital security company 0.4%

USA Communication Services Manager-led Secondary Content provider to the legal industry 0.4%

Sweden Healthcare Co-Investment

Developer of human protein biomarker

discoveryproducts

0.4%

South Korea Consumer Co-Investment Producer of meal kits 0.4%

Coverage of PIP’s private equity asset value 28.0%

Other Information – The largest 50 companies by value

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Other Information – The largest 50 managers by value

Rank Manager Website Region

Stage

% of total private

equity asset value

1 USA Growth 6.9%

Global Venture, Growth 3.9%

USA Buyout, Growth 3.2%

Europe Buyout 2.9%

Global Buyout 2.4%

USA Buyout 2.1%

Asia & EM Growth 2.0%

USA Buyout 1.9%

USA Buyout 1.8%

USA Buyout 1.7%

(Previously Apax Partners SAS)

Europe Buyout 1.5%

1 Refers to the regional exposure of funds.

2 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.

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Rank Manager Website Region

Stage

% of total private

equity asset value

14 Asia & EM Growth 1.5%

USA Buyout 1.4%

USA Special Situations 1.3%

USA Buyout 1.3%

Europe Buyout 1.3%

Global Buyout 1.3%

Europe Buyout 1.2%

Global Buyout 1.2%

USA Buyout 1.2%

Europe Buyout 1.2%

USA Growth 1.1%

USA Buyout 1.1%

Global Buyout 1.1%

Other Information – The largest 50 managers by value

1 Refers to the regional exposure of funds.

2 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.

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1 Refers to the regional exposure of funds.

2 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.

3 The private equity manager does not permit the Company to disclose this information.

Rank Manager Website Region

Stage

% of total private

equity asset value

27 Europe Buyout 1.0%

Europe Buyout 0.9%

USA Special Situations 0.9%

USA Buyout 0.9%

Europe Buyout 0.9%

USA Buyout 0.8%

34 Growth Fund

USA Growth 0.8%

Europe Buyout 0.8%

USA Buyout 0.8%

Other Information – The largest 50 managers by value

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Other Information – The largest 50 managers by value

Rank Manager Website Region

Stage

% of total private

equity asset value

39 Europe Buyout 0.8%

Global Buyout 0.8%

USA Buyout 0.7%

Europe Buyout 0.7%

USA Buyout 0.7%

USA Growth 0.7%

USA Buyout 0.6%

Europe Buyout 0.6%

USA Growth 0.6%

Europe Buyout 0.6%

Coverage of PIP’s private equity asset value 68.4%

1 Refers to the regional exposure of funds.

2 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.

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Key Pantheon Personnel Supporting PIP

Helen Steers

PIP and European Investment, Partner

Joined 2004; 34 years of private equity

experience. Helen is a Partner in Pantheon’s

European Investment Team and is

responsible for co-managing the activities

ofPIP. She is a member of Pantheon’s

International Investment Committee,

European Investment Committee and Global

Co-Investment Committee. Prior to joining

Pantheon, Helen held senior positions at

Russell Investments in Paris and at the

Caisse de dépôt et placement du Québec in

Montréal. Helen is a past Chair and member

of the Council (Board) of the British Private

Equity and Venture Capital Association

(“BVCA”). She has also served as a Board

member of Invest Europe and is a co-founder

of Level 20.

Vicki Bradley

Head of Investor Relations and

Communications for PIP

Joined 2016; over 14 years of investor

relations and communications experience

with publicly listed companies. Vicki is also a

member of the UK Investor Relations Society

Policy Committee. Prior to joining Pantheon,

she held senior roles at FTSE 100 and FTSE

250 companies, as well as at a Dutch-listed

investment trust.

Maria Candelario

Principal, PIP

Joined 2014; 14 years of private equity and

investment banking experience. Maria is

responsible for investment strategy, portfolio

management, vehicle financing and reporting

for PIP. Prior to joining Pantheon, Maria

worked in mergers and acquisitions at Credit

Suisse, where she evaluated investments

andwas responsible for executing buy and

sell-side M&A transactions across a variety

ofsectors. She also held senior finance

positions at Citi and IBM.

Jie Gong

PIP and Asian Investment, Partner

Joined 2013; 24 years of private equity

experience. Jie is a Partner in Pantheon’s

Asia Investment Team and responsible for

co-managing the activities of PIP. She is a

member of the Global Co-investment

Committee and the Asian Regional

Investment Committee. Jie joined Pantheon

from Morgan Stanley Alternative Investment

Partners’ private equity fund-of-funds group

where her last role was head of Asia, and

before that she worked at JP Morgan in

leverage finance. Jie is a past member of the

United Nations Principles for Responsible

Investment (“UNPRI”) Private Equity Advisory

Committee, Vice Chairman of the Hong

Kong Venture Capital and Private Equity

Association (“HKVCA”), and Chairman of

Initiative Climat International (“iCI”)’s Asia

Pacific chapter.

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Key Pantheon Personnel Supporting PIP

Petra Bukovec

Secondary Investment, Partner

Joined 2006; 17 years of private equity

experience. Petra is a Partner in Pantheon’s

Global Secondaries Team, where she is

involved in all aspects of secondary

investments including the analysis,

evaluation and completion of secondary

transactions. She is a member of the Global

Secondary Investment Committee and has

been a member of the secondary team since

joining Pantheon in 2006. Prior to joining

Pantheon, Petra was an investment banking

analyst at Lehman Brothers, focusing on

M&A and other corporate finance mandates.

Eimear Palmer

Global Head of ESG, Partner

Joined 2022; 15 years of private markets

experience. Eimear is a Partner and Global

Head of ESG, with responsibility for

overseeing and developing Pantheon’s ESG

strategy, frameworks and range of initiatives.

Eimear chairs Pantheon’s ESG committee

and is a member of the International

Investment Committee. Prior to joining the

firm, Eimear worked for 14years in private

equity-focused ESG roles,including most

recently as Managing Directorand Head of

Responsible Investment at Intermediate

Capital Group (“ICG”). Before that she worked

at the Carlyle Group.

Farid Barekati

Vice President, Fund Finance

Joined 2020; 10 years of private equity

experience. Farid is a Vice President within

Pantheon’s Fund Finance Team, where he

has operational oversight for the reporting,

valuation and external audit of Pantheon’s UK

listed products, including PIP and Pantheon

Infrastructure Plc. Prior to joining Pantheon,

Farid was the Financial Controller for John

Laing Capital Management, responsible for

their listed funds. He also spent time in

various finance and operations roles within

3i Group Plc, before moving to their listed

infrastructure fund.

Bradley Mitchell

Vice President, Fund Management

Joined 2022; 11 years of private equity and

banking experience. Brad is a Vice President

in Pantheon’s Fund Management team, part

of the Investment team, where he focuses on

fund debt strategies and solutions. Prior to

joining Pantheon, he worked at NatWest

Group as a Director in its Institutional

Banking, Funds Finance division. Brad holds a

bachelor’s degree in International Business &

Economics from Aston University and has

passed all three levels of the CFA Program.

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Key Pantheon Personnel Supporting PIP

Graeme Keenan

Chief Risk Officer, Partner

Joined 1999; 23 years of private markets

experience. Graeme is a Partner and

Pantheon’s Chief Risk Officer, with

responsibility for global risk management.

Graeme also heads up the Performance

Analytics function. He is a member of

Pantheon’s Risk Committee and ESG

Committee. Prior to taking on the role of

ChiefRisk Officer, Graeme was Pantheon’s

Global Head of Operations, responsible for

global client financial reporting, handling the

processing, maintenance and reconciliation

of transactions, valuations and company

data for clients and Pantheon fund-of-funds

within Pantheon’s in-house systems.

Erik Wong

Co-Investment, Partner

Joined 2007; 23 years of private equity

experience. Erik is a Partner in Pantheon’s

Global Co-Investment Team and a member

of the Co-Investment Committee and

European Investment Committee. Erik is

responsible for sourcing, execution and

monitoring co-investments in Europe. Prior

toPantheon, Erik worked for the Abu Dhabi

Investment Authority, IFRS Foundation in

theUK and with Quilvest Asia in Hong Kong.

Amyn Hassanally

Global Head of Private Equity Secondaries,

Partner

Joined 2022; 23 years of private markets

experience. Amyn is a Partner and Global

Head of Private Equity Secondaries. He is a

member of the Global Secondary Investment

Committee. Prior to joining Pantheon Amyn

was an Investment Partner at Coller Capital,

where he worked for17 years in both London

and New York and was formerly the global

Co-Head of Investment Execution. Prior to

joining Coller, he practised corporate law,

focusing on private equity transactions and

fund structuring.

Imogen Richards

Primary Investment, Partner

Joined 2005; 21 years of private markets

experience. Imogen is a Partner on the

European Private Equity team with

responsibility for European primaries and

co-investments, and also the portfolio

strategy and treasury & fund management

teams. Prior to Pantheon Imogen worked

onsmall and mid-market private equity and

mezzanine transactions for Anglo Irish

Bankin Dublin.

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Key Pantheon Personnel Supporting PIP

Susan Long-McAndrews

US Primary Investment, Partner

Joined 2002; 27 years of private equity

experience. Susan is a Partner in Pantheon’s

US Investment Team and leads Pantheon’s

global business development. She is a

member of Pantheon’s Partnership Board,

Executive Committee, International

Investment Committee, the US Investment

Committee and is the Chief Executive Officer

of Pantheon Securities, LLC. Prior to joining

Pantheon, Susan was a principal at Capital Z

Partners in Asia, and a director at Russell

Investments’ private equity group. Susan

has served on the Board of the American

Investment Council, the Investment

Committee for the Archdiocese of San

Francisco and was a Term Member of

theCouncil on Foreign Relations.

Paul Ward

Managing Partner

Joined 2003; 25 years of private equity

experience. Paul is Pantheon’s Managing

Partner and is a member of the Partnership

Board. Paul joined Pantheon from Lehman

Brothers Private Equity Group, where he was

Investment Director. Previously, he worked

for Lehman Brothers Investment Bank in

NewYork and London on M&A and corporate

finance advisory services and, prior to that,

was a management consultant for PA

Consulting.

Jeff Miller

Global Head of Private Equity, Partner

Joined 2008; 22 years of private equity

experience. Jeff is a Partner and Global

Headof Private Equity. He is also Global

Headof Co-investments, leading all

underlying co-investment activities and team

management, and is a member of Pantheon’s

Global Partnership Board, International

Investment Committee, Co-investment

Committee and US Investment Committee.

Prior to joining Pantheon, Jeff was a Principal

at Allied Capital, where he was responsible

forevaluating and executing private equity

andmezzanine investments. Previously,

hewasaVice President in Lehman Brothers’

investment banking division.

Dennis McCrary

Head of Investment, Partner

Joined 2007; 43 years of private markets

experience. Dennis is a Partner and Pantheon’s

Head of Investment with management

oversight of the investment team heads.

Heis a member of Pantheon’s Partnership

Board, Executive Committee, International

Investment Committee, Co-Investment

Committee, Global Secondary Investment

Committee, US Investment Committee,

andGlobal Credit Committee. Dennis was

previously the Head of the US Partnership

Team at Adams Street Partners, where he

was responsible for primary and secondary

fund investments and was a member of the

firm’s global investment committee. Prior to

this, Dennis held several investment banking

and principal investing positions with Bank

ofAmerica and Continental Bank.

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Governance

Board of Directors 121

Directors’ Report 123

Statement on Corporate Governance 128

Audit Committee Report 135

Directors’ Remuneration Report 138

Directors’ Responsibility Statement 141

Independent Auditor’s Report to the

Members of Pantheon International Plc 142

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Board of Directors

John Singer CBE

Chair

Appointed to the Board 23 November 2016

Mr Singer is an investment and financial services professional with over 30 years’ experience in private

equity. Mr Singer spent over 20 years with Advent International Plc as co-founder, member of the Global

Executive Committee and, until 2012, Chairman of European Operations. He was Managing Director and

founder of Granville Europe plc, one of the first pan-European private equity funds. In addition, he was

Chairman of the European Venture Capital Association.

Mr Singer is involved with several organisations within the arts and education sectors. He is a Trustee of

theNational Galler y, London, Chairman of City of London Sinfonia and Chairman of the National Youth

Orchestra of Great Britain.

David Melvin

Audit Committee Chair

Appointed to the Board 23 February 2015

Mr Melvin is an investment and financial services

professional with over 30 years of experience

ininvestment banking and private equity. He is

currently a senior adviser at Bixteth Partners

Limited, a boutique advisory firm, Chairman of HBA

Media Limited, Principal at 24 Haymarket Private

Capital and a member of the Investment Committee

of Gonville and Caius College, Cambridge.

Mr Melvin was formerly a Partner at TDR Capital,

aEuropean private equity firm, where he was a

member of the Investment Committee and Head of

Investor Relations. Prior to that, he spent 24 years at

Merrill Lynch, where he held a number of leadership

positions, including Global Co-Head of Financial

Sponsors and Chairman of EMEA Financial

Sponsors and Leverage Finance. He is a qualified

Chartered Accountant.

Mary Ann Sieghart

Senior Independent Director

Appointed to the Board 30 October 2019

Ms Sieghart is a Non-Executive Director of

TheMerchants Trust plc and the Guardian

MediaGroup. Until 2022, she was the Chair of

theInvestment Committee of the Scott Trust,

overseeing its £1.2bn endowment. In addition,

she is a Trustee of the Kennedy Memorial Trust,

among other voluntary posts.

Ms Sieghart is also a journalist, broadcaster and

author of The Authority Gap: Why Women Are Still

Taken Less Seriously Than Men, and What We Can

Do About It. She was formerly Assistant Editor of

The Times, a Lex columnist at the Financial Times

and City Editor of Today. She is a Visiting Professor

of King’s College London and also spentthe

academic year 2018–19 as a Visiting Fellow of

AllSouls College, Oxford.

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Board of Directors

KEY

Member of the Audit Committee

Member of the Management Engagement

Committee

Member of the Nomination Committee

Independent of the Manager

John Burgess

Appointed to the Board 23 November 2016

Mr Burgess has over 20 years’ experience within

private equity, following eight years with the Boston

Consulting Group in Paris and London, where he

became a Partner.

Subsequently, he held senior roles with F&C

Ventures Ltd and Candover Investments Plc before

co-founding BC Partners (formerly Baring Capital

Investors Ltd) in 1986, where he was a Managing

Partner until 2005. While at BC Partners, he held

directorships of a variety of companies across the

UK and Continental Europe.

Since 2005, he has remained actively involved in

private equity, as well as increasing his investment

interests in the public markets. Mr Burgess is an

Independent Member of the Governing Body of

theRoyal Academy of Music and was a Director

ofthe Business Growth Fund Plc.

Dame Susan Owen DCB

Appointed to the Board 31 October 2019

Dame Sue Owen is an economist with over 30 years’

experience in government, including 14 years at

theTreasury. She led the Depar tment for Digital,

Culture, Media and Sport from 2013 to 2019, having

also worked in the British Embassy in Washington

DC, No. 10, the Department of International

Development and as Strategy Director General in

the Department for Work and Pensions overseeing

a £200bn budget. She has considerable experience

of governance, advising Ministers on board and

chair appointments including at the BBC, Ofcom

and the Tate. She chaired the Civil Service Charity

and was Civil Service Diversity Champion.

Currently, Dame Sue is chair of UK Debt Management

Office Advisory Board, a specialist partner at

Flint-Global and non executive Director at Pool Re,

Serco plc and Methera Global Communications.

Inthe not for profit space she Chairs the Royal Ballet

Governors and is a trustee of Opera Holland Park.

Zoe Clements

Appointed to the Board 5 July 2023

Ms Clements is an investment, private equity and

finance professional with over 15 years of board

experience, and over 25 years of executive

experience, notably in a private equity context

atleading firms including Palatine Private Equity,

Electra Partners, LGV Capital and Royal Bank

ofScotland.

She is a current Non-Executive Director

ofJPMorgan Emerging Markets Investment Trust

plc and is also a Member of the Social Investment

Advisory Committee of the Growth Impact Fund

and a Trustee of the Money and Mental Health

PolicyInstitute. She has previously sat on a

rangeofconsumer, retail, leisure, healthcare and

professional services boards as a Non-Executive

Director. She qualified as a Chartered Accountant

with PwC.

Rahul Welde

Appointed to the Board 25 July 2023

Mr Welde is a marketing and digital professional

who spent almost 31 years in senior, international

roles at Unilever. He is a current Non-Executive

Director of Entain Plc and Parentinc Pte Ltd

(Singapore), and is Chair of the Advisory Board

ofMigrant Leaders, a UK charity. He also serves

inan advisor y capacity to corporations and

technology-led companies including those at

thestartup and scaleup stages.

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Directors’ Report

Articles of Association

Any amendments to the Articles of

Association must be made by special

resolution at a general meeting of the

shareholders.

Share Capital

The rights attaching to the Company’s shares

are set out in the Company’s Articles of

Association. Further details canbe found

in Note 15 of the financial statements.

Authorities given to the Directors at the

AGM on 18 October 2022 to allot shares,

disapply statutory pre-emption rights

andbuy back shares will expire at the

forthcoming AGM. In order to take

advantage of the investment opportunity

offered by the discount to NAV on the

shares, during the year 7,600,183 shares,

representing 1.4% of the called-up share

capital and a nominal value of £509,212.26,

were bought back foran aggregate amount

of £19,558,638 andsubsequently cancelled.

As at 31 May 2023, authority to buy back

afurther 78,872,351 shares remained.

As at 31 May 2023 and as at the date of this

Report, the Company had shares inissue

as shown in the table below, all ofwhich

were listed on the official list maintained

bythe Financial Conduct Authority (“FCA”)

and admitted to trading on the London

Stock Exchange. No shares were held in

Treasury at the year end.

The Company’s ordinary shares are freely

transferable. However, the Directors may

refuse to register a transfer of shares held

in certificated form which are not fully paid

unless the instrument of transfer is (i)

lodged, duly stamped at the Company’s

registered office, accompanied by the

relevant share certificate(s) and such other

evidence (if any) as the Directors may

reasonably require to show the right of the

transferor to make the transfer and (ii) not

in favour of more than four persons jointly.

The Directors may decline to register a

transfer of an uncertificated share in the

circumstances set out in the Uncertified

Securities Regulations 2001 and where,

inthe case of a transfer to joint holders,

thenumber of joint holders to whom the

uncertificated share is to be transferred

exceeds four. If the Directors decline to

sendnotice of the refusal to the transferee

within two months, giving reasons for

theirdecision.

Unless the Directors determine otherwise,

a holder of ordinary shares will cease to

beentitled to attend or vote at general

meetings of the Company or on any poll if

he/she fails to comply with a request by the

Company to provide details of any interest

held by any person in his/her ordinary

shares within 14 days of the request being

made. Additionally, if the shares represent

at least 0.25%, any dividends payable in

respect of the shares will be withheld by

The Directors are pleased to

present their report, together

with the audited financial

statements of the Company

for the year ended 31 May 2023.

Directors

The names and full biographies of the

Directors, as at the date of this report, can

be found on pages 121 and 122. Sir Laurie

Magnus CBE retired from the Board on

18October 2022 and Ms Tamara Sakovska

resigned from the Board with effect from

22 July 2022. Ms Zoe Clements and

MrRahul Welde were appointed to the

Board on 5July 2023 and 25 July 2023

respectively, following the year end. As at

31 May 2023, the Board of Directors of

theCompany wascomprised of three

maleDirectors andtwo female Directors.

As at the date ofthis report, theBoard

wascomprised offour male and three

female Directors.

All Directors will retire and stand for

re-election or election at the Company’s

Annual General Meeting (“AGM”) on 19

October 2023. Further details regarding

theselection and appointment of Directors,

including the Company’s position on

diversity, can be found on pages 133 and 134.

The rules concerning the appointment

andreplacement of Directors are set out

inthe Company’s Articles of Association.

There are no agreements between the

Company and its Directors concerning

anycompensation for their loss of office.

theCompany and no transfers of any of

the shares held in certified form will be

registered unless the shareholder is not

him/herself in default as regards supplying

the information required (and the Directors

are satisfied that no person in default as

regards supplying such information is

interested in any of the shares that are

subject of the transfer) or unless the

transfer arises as a result of the acceptance

of a takeover offer or a sale made through

arecognised investment exchange (or any

other stock exchange outside the UK on

which the Company’s shares are normally

traded) or is a transfer which the Directors

are satisfied is made inconsequence of a

sale of the entire beneficial interest in the

shares to a person who is unconnected

with the shareholder and with any other

person appearing interested in the shares.

The Company’s Articles of Association

contain additional provisions enabling

theDirectors to take certain steps where

ordinary shares are or may be owned, or

rights attaching to such shares may be

exercised, by persons in circumstances

which the Directors determine would give

rise to a regulatory burden under certain

USsecurities, investment and pension

lawsand regulations.

Share capital and voting rights at 31 May 2023

Number of

shares in issue

Voting rights

attached to

each share

Number of

shares held in

Treasury

Ordinary shares of 6.7p each 529,893,457 1 –

Total voting rights 529,893,457

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Other Information

Directors’ Report

Save as described above, there are no

restrictions concerning the transfer of

securities in the Company or on voting

rights; no special rights with regard to

control attached to securities; no

agreements between holders of securities

regarding their transfer known to the

Company; and no agreements which the

Company is party to that might affect its

control following a successful takeover bid.

The giving of authority to issue or buy

backthe Company’s shares requires an

appropriate resolution to be passed by

shareholders. Proposals for the renewal

ofthe Board’s current authorities to issue

and buy back shares will be set out in the

separate 2023 AGM Notice.

Dividends

No final dividend is being recommended.

Investment Trust Status

The Company has received written approval

from HM Revenue & Customs (“HMRC”)

asan authorised investment trust under

Section 1158 of the Corporation Tax Act

2010. The Directors are of the opinion that

the Company has conducted its affairs

incompliance with such approval and

intends to continue doing so.

Financial risk management

The principal financial risks and the

Company’s policies for managing these

risks are set out in Note 21 to the financial

statements (on pages 172 to 175).

Management

The Company entered into a Management

Agreement with the Company’s investment

manager, Pantheon Ventures (UK)

(“Pantheon Ventures”), on 22 July 2014,

under which Pantheon Ventures was

appointed as the Company’s Alternative

Investment Fund Manager (“AIFM”) on the

terms of and subject to the conditions of a

new investment Management Agreement

(the “Management Agreement”) between

the Company and Pantheon Ventures.

Pantheon Ventures, which is part of the

Pantheon Group, has been approved as

anAIFM by the FCA.

The Pantheon Group is one of the world’s

foremost private equity fund investors and

has acted as Manager to the Company

since the Company’s inception in 1987.

Affiliated Managers Group, Inc. (“AMG”),

alongside senior members of the Pantheon

team, acquired the Pantheon Group in 2010.

The ownership structure, with Pantheon

senior management owning a meaningful

share of the equity in the business, provides

a framework for long-term succession and

enables Pantheon management to continue

to direct the firm’s day-to-day operations.

AMG is a global asset management company

with equity investments in leading boutique

investment management firms.

Under the terms of the Management

Agreement, Pantheon Ventures has

beenappointed as the sole and exclusive

discretionary manager of all the assets

ofthe Company and to provide certain

additional services in connection with the

management and administration of the

Company’s affairs, including monitoring

the performance of, and giving instructions

on behalf of the Company to, other service

providers to the Company.

The Company entered into a Supplemental

Agreement with Pantheon Ventures on

18April 2017 to align the Management

Agreement with the change to the

Company’s accounting reference date

from 30 June to 31 May of each year.

The Manager is entitled to a monthly

management fee as at an annual rate of:

(i) 1.5% on the value of the Company’s

investment assets up to £150m; and

(ii) 1% on the value of such assets in

excess of £150m.

In addition, the Manager is entitled to

amonthly commitment fee of 0.5%

perannum on the aggregate amount

committed (but unpaid) in respect of

investments, up to a maximum amount

equal to the total value of the Company’s

investment assets.

The arrangements in respect of the

management fee and notice period are

materially unchanged.

The Manager is entitled to a performance

fee from the Company in respect of each

12-month calendar period. No performance

fee is payable in respect of the year ended

31 May 2023 (period ended 31 May 2022:

£nil). Further detail as to how the performance

fee is calculated is set outbelow.

The performance fee payable in respect

ofeach such calculation period is 5% of

theamount by which the net asset value

atthe end of such a period exceeds 110%

of the applicable “high-water mark”,

i.e.,the net asset value at the end of the

previous calculation period in respect of

which aperformance fee was payable,

compounded annually at 10% for each

subsequent completed calculation period

up to the start of the calculation period for

which the fee is being calculated. For the

calculation year ended 31 May 2023, the

notional performance fee hurdle is a net

asset value per share of 510.7p.

The performance fee is calculated so as

toignore the effect on performance of any

performance fee payable in respect of the

period for which the fee is being calculated

or of any increase or decrease in the net

assets of the Company resulting from

anyissue, redemption or purchase of any

shares or other securities, the sale of any

treasury shares or the issue or cancellation

of any subscription or conversion rights

forany shares or other securities and any

other reduction in the Company’s share

capital or any distribution to shareholders.

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given to it by the Board and an exclusion of

liability save to the extent of any negligence,

fraud, wilful default or breach of duty.

Pantheon Ventures sources, evaluates and

manages investments on the Company’s

behalf, allocating investments to the

Company, in accordance with Pantheon’s

investment allocation policy, that are in

linewith the strategy agreed with the Board

and the Company’s investment objective

and policy.

Under the terms of the Management

Agreement, the Company is entitled to

participate in allocations made by the

Pantheon Group under its secondary

investment programme, in accordance

with the allocation basis agreed from

timeto time between the Company and

theManager.

An alternative basis for the allocation to

theCompany of secondary investment

opportunities may be applied by Pantheon

in the context of a successor fund to

Pantheon Global Secondary Fund VI.

Intheevent of Pantheon and the Company

beingunable to agree any such alternative

allocation basis, Pantheon will cease to

beentitled to any performance fee for

calculation periods following that in which

the alternative allocation basis takes

effectand the Company will be entitled to

terminate the Management Agreement

(without penalty to the Company) on

sixmonths’ notice.

Continuing appointment of

the Manager

The Board keeps the performance of the

Manager under continual review, and the

Management Engagement Committee

carries out an annual review of the

Manager’s performance and the terms of

the Management Agreement. The ongoing

review of the Manager includes activities

and performance over the course of the

year and review against the Company’s

peer group. The Board is of the opinion

thatit is in the interests of shareholders

asa whole to continue the appointment.

The reasons for this view are that the

investment performance is satisfactory

and the Manager is well placed to continue

to manage the assets of the Company

according to the Company’s strategy.

Further details of the Board’s engagement

with the Manager is set out on page 130.

Other service providers

Administrative, accounting and company

secretarial services are provided by Link

Alternative Fund Administrators Limited.

The Administration Agreement may be

terminated with 12 months’ written notice.

The Board has also appointed BNP

ParibasTrust Corporation UK Limited

(previously BNP Paribas Securities

Services, LondonBranch) to act as the

Company’s Depositary (as required by the

AIFM Directive) (the “Depositary”) subject

The value of investments in, and

outstanding commitments to, investment

funds managed or advised by the

Pantheon Group (“Pantheon Funds”)

areexcluded in calculating the monthly

management fee and the commitment fee.

In addition, the Manager has agreed that

the total fees (including performance fees)

payable by Pantheon Funds to members

ofthe Pantheon Group and attributable to

theCompany’s investments in Pantheon

Funds shall be less than the total fees

(excluding the performance fee) that the

Company would have been charged under

the Management Agreement had it

invested directly in all of the underlying

investments of the relevant Pantheon

Funds instead of through the relevant

Pantheon Funds.

The Management Agreement is capable of

being terminated (without penalty to the

Company) by either party giving two years’

notice in writing. It is capable of being

terminated by the Company (without

penalty to the Company) immediately

if,among other things, the Manager

materially breaches its obligations (and

cannot or does not remedy the breach) or

goes into liquidation, and on six months’

notice if there is a change of control of the

Manager or if certain “key man” provisions

are triggered. The Manager has the benefit

of an indemnity from the Company in

respect of liabilities arising out of the

proper performance by the Manager of its

duties and compliance with instructions

to theterms and conditions of a Depositary

Agreement, as updated in 2022 by a Deed

of Novation and Amendment, entered into

between the Company, the AIFM and the

Depositary. BNP Paribas Trust Corporation

UK Limited have also been appointed as

Custodian. Full details of the Board’s

engagement with service providers are

setout on page 134.

Related party transactions

Related party transactions are disclosed

inNote 22 to the financial statements.

Going concern

The Company’s business activities,

together with the factors likely to affect

itsfuture development, performance,

andfinancial position, are set out in the

Strategic Report and Manager’s Review.

The Directors have made an assessment

of the going concern, taking into account

both the Company’s financial position at

the Balance Sheet date and the expected

performance of the Company, considering

the recent banking crisis, the geopolitical

uncertainties as a result of the Russia –

Ukraine conflict, including the disruption to

the global supply chain, the combination

ofrising inflation, interest rates and the

impact of climate change driven by

changes in regulations, using the

information available up to the date

ofissue of the financial statements.

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The Directors have also considered the

Company’s position with reference to its

investment trust structure, its business

model, its business objectives, the principal

risks and uncertainties as detailed on

pages 44 to 48 of this report and its present

and projected financial position. The

Directors have considered the impact of

the intended one-off £200million share

buyback in the year ending 31 May 2024

and the impact of a further “automatic”

share buyback programme, the amount

ofwhich will be determined by net portfolio

inflows and the prevailing level of discount.

As part of the overall assessment, the

Directors have taken into account the

Manager’s culture, which emphasises

collaboration and accountability, the

Manager’s conservative approach to

balance sheet management, and its

emphasis on investing with underlying

private equity managers that are focused

on market outperformance.

At each Board meeting, the Directors

review the Company’s latest management

accounts and other financial information.

The Company’s commitments to private

equity investments are reviewed, together

with its financial resources, including cash

held and its borrowing capability. One-year

cash flow scenarios are also presented

anddiscussed at each meeting.

PIP’s Balance Sheet is managed to

ensurethat the Company can finance

itsundrawn commitments, which are

carefully controlled relative to its assets

and available liquidity. This disciplined

approach enables the Company to

Shareholdings

As at 31 May 2023, the Company’s top ten shareholders were:

Name Shareholding

% of total

voting rights

USS Investment Management Ltd 44,102,280 8.32

Esperides S.A. Sicav-SIF 31,101,440 5.87

Quilter Investors 27,9 25 , 368 5.27

Rathbones 24,608,759 4.64

Quilter Cheviot Investment

Management 19,556,226 3.69

Investec Wealth & Investment 19,548,602 3.69

West Midlands PF 17,551,940 3.31

Interactive Investor 16,964,199 3.20

Hargreaves Lansdown 16,378,037 3.09

Border to Coast Pensions

Partnership 16,362,875 3.09

Major interests in shares

As at 31 May 2023, the Company had received notification

ofthe following disclosable interests in the voting rights of

theCompany. This information was correct at the date of

notification. It should be noted that these holdings may have

changed since notified to the Company and may not therefore

be wholly accurate statements of actual holdings as at

31May 2023. However, notification of any change is not

required until the next applicable threshold is crossed:

Number of

shares held

% of total

voting rights

Quilter Plc 51,725,446 9.74

APG Asset Management 21,269,413 3.96

AVI Global Trust Plc 15,905,032 3.00

Australian Retirement Trust Pty Ltd 15,223,782 2.83

Subsequent to the financial year end, USS Investment

Management Ltd notified the Company that it had reduced

itsholding to 7.41% and Quilter Plc notified the Company that

it had reduced its holding to 8.38%. No other changes have

been notified.

withstand periods of volatility such as

those experienced as a result of the

ongoing Russia-Ukraine conflict.

The Directors have considered downside

liquidity modelling scenarios with varying

degrees of decline in investment valuations,

decreased investment distributions,

andincreased call rates, withthe worst

beingan extreme downside scenario

representing an impact to the portfolio

thatis worse than that experienced during

the 2008-2009 global financial crisis.

In the event of a downside scenario,

PIPcan take steps to limit or mitigate

theimpact on the Balance Sheet, namely

drawing on the credit facility and pausing

on new commitments. In addition, subject

to the prevailing market environment,

itcould raise additional credit or capital,

and sell assets to increase liquidity and

reduce outstanding commitments.

After due consideration of the Balance

Sheet, activities of the Company, its assets,

liabilities, commitments and financial

resources, the Directors have concluded

that the Company has adequate resources to

continue in operation for at least 12 months

from the approval of the financial statements

for the year ended 31 May 2023. For this

reason, they consider it appropriate to

continue to adopt the going concern basis

in preparing the financial statements.

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Corporate Governance

The Board consists solely of Non-Executive

Directors and no one individual has

unfettered powers of decision. The Board

has put in place levels of corporate

governance which it believes are

appropriate for an investment trust and

toenable the Company to comply with

theAIC Code of Corporate Governance

(the“AIC Code”) published in February

2019. The Board’s compliance with the

AICCodeis detailed in the Statement on

Corporate Governance.

The Company’s Statement on Corporate

Governance, which forms part of this

Directors’ Report, is set out on pages 128

to 134 and on its website (www.piplc.com).

Greenhouse gas emissions

All of the Company’s activities are

outsourced to third parties. As such it does

not have any physical assets, property,

employees or operations of its own and

does not generate any greenhouse gas or

other emissions or consume any energy

reportable under the Companies Act 2006

(Strategic Report and Directors’ Report)

Regulations 2013 or the Companies

(Directors’ Report) and Limited Liability

Partnerships (Energy and Carbon Report)

Regulations 2018, implementing the UK

Government’s policy on Streamlined

Energy and Carbon Reporting. Under

Listing Rule 15.4.29(R), the Company,

as a closed ended investment fund, is

currently exempt from complying with

theTask Force on Climate-related

FinancialDisclosures.

Further details of the Investment

Manager’s approach to responsible

investment practices and ESG standards

can be found in the Strategic Report on

pages 16 to 17.

Modern Slavery Act

In 2015, the UK Government introduced

theModern Slavery Act (“the Act”). As an

Investment Trust, the Company does not

provide goods or services in the normal

course of business, and does not have

employees, customers or turnover.

Accordingly, the Directors consider that

theCompany is not in scope because it

does not have turnover and is therefore

notrequired to make any slavery or

humantrafficking statement under the Act.

TheCompany’s own supply chain, which

consists predominately of professional

advisers and service providers in the

financial services industry, is considered

tobe low risk in relation to this matter.

Details of the Investment Manager’s

approach to Modern Slavery can be

foundin the ESG Q&A on page 80 and

onits website (www.piplc.com).

Donations

The Company made no political or

charitable donations during the year

(2022: £nil).

Future developments

The outlook for the Company is set out in

the Chair’s Statement on pages 20 to 25.

Requirements of the Listing Rules

Listing Rule 9.8.4 requires the Company

toinclude certain information in a single

identifiable section of the Annual Report or

a cross-reference table indicating where

the information is set out. The Directors

confirm that there are no disclosures to

bemade in this regard.

Annual General Meeting (“AGM”)

The Company’s AGM will be held on

19October 2023, and explanations of the

business proposed at the AGM will be set

out in a separate Notice of Meeting.

Audit information

The Directors who held office at the date

ofapproval of the Report of the Directors

confirm that, so far as they are aware, there

is no relevant audit information of which

the Company’s Auditor is unaware; and

each Director has taken all reasonable

steps that he or she ought to have taken as

a Director to make himself or herself aware

of any relevant audit information and to

establish that the Company’s Auditor is

aware of that information.

Approval

The Directors’ Report has been approved

by the Board.

On behalf of the Board

JOHN SINGER CBE

Chair

2 August 2023

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Statement on Corporate Governance

Introduction from the Chair

I am pleased to introduce this year’s

Corporate Governance Statement. In this

statement, the Company reports on its

compliance with the AIC Code of Corporate

Governance (the “AIC Code”) and sets out

how the Board has operated during the

past year. The AIC Code, as published in

February 2019, sets out principles and

provisions regarding matters including

stakeholder engagement and the culture

ofthe Company, against which the

Company has reported in the Strategic

Report. The Company is committed to

maintaining the highest standard of

corporate governance and the Directors

are accountable to shareholders for the

governance of the Company’s affairs.

Statement of compliance

This statement, together with the Statement

of Directors’ Responsibilities on page 141,

indicates how the Company has applied

the principles of recommended governance

of the Financial Reporting Council’s (“FRC”)

2018 UK Corporate Governance Code (the

“UK Code”) and the AIC Code issued in 2019,

which complements the UK Code and

provides a framework of best practice for

investmenttrusts.

The Board considers that reporting against

the principles and provisions of the AIC

Code, which has been endorsed by the

FRC, provides more relevant information to

shareholders and that by reporting against

the AIC Code the Company has met its

obligations in relation to the UK Code

andassociated disclosure requirements

under paragraph 9.8.6 of the Listing Rules.

The UK Code is available on the FRC website

(www.frc.org.uk). The AIC Codeisavailable

on the AIC website (www.theaic.co.uk) and

includes an explanation of how the AIC

Code adapts the principles and provisions

set out in theUK Code to make them

relevant for investment companies.

Throughout the year ended 31 May 2023,

the Company complied with the principles

and provisions of the AIC Code which

incorporates the UK Code. The Board

attaches great importance to the matters

set out in the UK Code and strives to apply

its principles in a manner that would enable

shareholders to evaluate how the principles

have been applied. However, it should be

noted that where the principles and provisions

are related to the role of theChief Executive,

Executive Directors’ remuneration and the

establishment of aRemuneration Committee,

the Board considers these principles and

provisions not relevant as Pantheon

International Plc is an externally managed

Company with anentirely Non-Executive

Board, no employees or internal operations.

The principles of the AIC Code

The AIC Code is made up of 17 principles

split into five sections covering:

– Board leadership and purpose;

– Division of responsibilities;

– Composition, succession and evaluation;

– Audit, risk and internal control; and

– Remuneration.

Details of how the Company has applied

the principles of the AIC Code are set out

inthis report.

Viability Statement

The Viability Statement can be found

onpage 54.

The Board of Directors

At the start of the year under review, the

Board consisted of seven Non-Executive

Directors (four male and three female).

Following Ms Sakovska’s resignation in

July 2022, the Board consisted of six

Non-Executive Directors (four male and

two female) and since Sir Laurie Magnus’

retirement in October 2022, the Board

consisted of five Non-Executive Directors

(three male and two female). The Company

has no employees. The Board is responsible

for all matters of direction andcontrol of

the Company.

The Board seeks to ensure that it has the

appropriate balance of skills, experience,

ages and lengths of service among its

members. The Directors possess a wide

range of business and financial expertise

relevant to the direction of the Company,

and consider themselves as committing

sufficient time to the Company’s affairs.

Brief biographical details of the Directors,

including details of their other directorships

and significant commitments, can be found

on pages 121 and 122.

The appointment of a new Director is always

made on the basis of a candidate’s merits

and the skills/experience identified by the

Board as being desirable to complement

those of the existing Directors. The Board

acknowledges the benefits of greater

diversity, including gender and ethnic

diversity, and the Board remains committed

to ensuring that the Company’s Directors

bring a wide range of skills, knowledge,

experience, backgrounds and perspectives.

A formal process exists for the selection

ofnew Directors to the Company, and the

level of remuneration of the Directors has

been set in order to attract individuals

ofacalibre appropriate to the future

development of theCompany.

A formal induction process has been

established for new Directors which

involves the provision of a full induction

pack containing relevant information about

the Company. On appointment to the

Board, Directors are fully briefed as to

theirresponsibilities and are given the

opportunity to talk to the relevant executive

members of the Manager throughout their

terms in office.

The terms and conditions of the appointment

of the Non-Executive Directors are set out in

letters of appointment, copies of which are

available for inspection at the registered

office of the Company and will be available

at the AGM. None of the Directors has a

contract of service with the Company.

Further details on the Company’s purpose,

culture and values can be found in the

Strategic Report on page 31.

Board and Committee meeting

attendance

The Board has at least six scheduled

meetings a year, and more if required.

Directors’ attendance at scheduled Board

and Committee meetings held during

theyear to 31 May 2023 is set out on

page129 below.

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Performance evaluation

During the year, in order to review the

effectiveness of the Board as a whole,

itsCommittees and individual Directors,

aninternal performance evaluation was

carried out by the Company Secretary.

Ledby the Senior Independent Director, the

evaluation was conducted using tailored

questionnaires structured to analyse

Directors’ feedback on Board composition

and effectiveness, the Board’s performance

in relation to shareholder relations and

value, governance, the efficiency of Board

and Committee meetings, and to assess

whether the operation of such meetings

was appropriate, as well as any additional

information that may be required to

facilitate better Board discussions.

Responses were collated by the Company

Secretary. The independence of the

Directors and their ability to commit

sufficient time to the Company’s activities

was considered as part of the evaluation

process. The performance of the Chair was

similarly evaluated by the other Directors.

Following conclusion of the review, the

Company Secretary provided a report on

the outcome of the evaluation, a summary

of strengths and areas for development

and feedback on how the Board could

improve in each area of assessment.

Thereport from the Company Secretary

was reviewed by the Nomination

Committee as part of its assessment

ofBoard performance.

The results of the evaluation process

indicated that the Board continues to work

well and there are no significant concerns

among the Directors about the Board’s

effectiveness. The resulting actions agreed

by the Directors will be monitored during

the 2023–24 financial year.

As a result of the evaluation, the Board is

satisfied that all the current Directors

contribute effectively and have the skills

and experience relevant to the leadership

and direction of the Company.

Insurance and indemnity provisions

The Board has formalised arrangements

under which the Directors, in the

furtherance of their duties, may take

independent professional advice at the

Company’s expense. The Company has

arranged a Directors’ and Officers’ liability

insurance policy which includes cover

forlegal expenses.

The Company’s Articles of Association

take advantage of statutory provisions to

indemnify the Directors against certain

liabilities owed to third parties even

wheresuch liability arises from conduct

amounting to negligence or breach of duty

or of trust. In addition, under the terms of

appointment of each Director, the Company

has agreed, subject to the restrictions and

limitations imposed by statute and by the

Company’s Articles of Association, to

indemnify each Director against all costs,

expenses, losses and liabilities incurred

inexecution of his/her office as Director

orotherwise in relation to such office.

Savefor such indemnity provisions in the

Company’s Articles of Association and in

the Directors’ terms of appointment, there

are no qualifying third-party indemnity

provisions in force.

Chair and Senior Independent Director

The Chair leads the Board and is responsible

for its overall effectiveness indirecting the

affairs of the Company. The Board appointed

John Singer CBE as Chair of the Company

at the conclusion of the Company’s AGM in

2022. John Singer CBE was deemed to be

independent at the time of his appointment

and, in line with the guidelines of the AIC

Code of Corporate Governance, continues

to be considered independent. He considers

himself to have sufficient time to commit

to the Company’s affairs. He has no

significant commitments other than those

disclosed in his biography onpage 121.

Board and Committee meeting attendance

Meetings attended

Meetings not attended

Scheduled

Board meetings

Audit

Committee

meetings

Management

Engagement

Committee

meetings

Nomination

Committee

meetings

J.B.H.C.A. Singer CBE

D.L. Melvin

J.D. Burgess

M.A. Sieghart

Dame Sue Owen DCB

Sir Laurie Magnus CBE

T. Sakovska

N/A N/A

1 Mr Singer CBE was unable to attend the Management Engagement Committee and Nomination

Committee meetings, which were rescheduled, due to a previous commitment.

2 Mr Burgess was unable to attend the Board meeting held on 18 October 2022, ahead of the Annual General Meeting.

3 Sir Laurie Magnus CBE retired from the Board on 18 October 2022.

4 Ms Sakovska resigned from the Board on 22 July 2022.

As well as those meetings detailed in the table above, additional meetings were

held during the year to approve the NAV, to approve the final versions of the

Annual and Half-Year Reports, to receive Ms Sakovska’s resignation, to conduct

interviews with candidates, to discuss strategy and to discuss the Company’s

commitment to PSOF II and appoint an external adviser in relation to this. A Finance

Sub-Committee of the Board, comprising Messrs Singer, Melvin and Burgess, was

established to discuss PIP’s credit facility requirements and to make recommendations

to the Board. This Sub-Committee met three times during the year under review.

2023Annual Report and AccountsPantheon International Plc 130

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Statement on Corporate Governance

Ms Mary Ann Sieghart was appointed

Senior Independent Director of the

Company at the conclusion of the

Company’s AGM in 2021. She provides

achannel for any shareholder concerns

regarding the Chair and leads the Chair’s

annual performance evaluation.

Directors’ independence

In accordance with the Listing Rules that

apply to closed-ended investment entities,

and taking into consideration the AIC Code,

the Board has reviewed the status of its

individual Directors and the Board as

awhole.

All Directors were considered independent

of the Investment Manager at the time

oftheir appointment and, in line with the

guidelines of the AIC Code of Corporate

Governance, all continue to be considered

independent.

Chair and Director tenure/

re-appointment of Directors

Following the Company’s inclusion in the

FTSE 250 Index and in accordance with the

AIC Code, the Board has determined that

its policy on the tenure of the Chair and the

Directors is that the Chair and all Directors

will be subject to annual re-election at each

AGM. Accordingly, resolutions to elect or

re-elect all Directors are contained within

the 2023 AGM Notice of Meeting.

Board responsibilities and

relationship with the Manager

The Board is responsible for the

determination and implementation of

theCompany’s investment policy and

formonitoring compliance with the

Company’s objectives. At each Board

meeting, the Directors follow a formal

agenda to review the Company’s

investments and all other important issues,

such as asset allocation, gearing policy,

corporate strategic issues, cash

management, peer group performance,

marketing and shareholder relations,

investment outlook and pacing, revenue

forecasts and outlook, to ensure that

control is maintained over the Company’s

affairs. The Board regularly considers its

overall strategy and monitors the share

price and level of discount.

The Board is responsible for the strategic

and operational decisions of the Company

and for ensuring that the Company is run

inaccordance with all regulatory and

statutory requirements. These procedures

have been formalised in a schedule of

matters reserved for decision by the full

Board, which has been adopted for all

meetings. These matters include:

– The maintenance of clear investment

objectives, investment strategy and risk

management policies, changes to which

require Board approval;

– The monitoring of the business activities

of the Company, including investment

performance and annual budgeting; and

– Review of matters delegated to the

Manager, Administrator or Company

Secretary.

The management of the Company’s assets

is delegated to Pantheon. At each Board

meeting, representatives of Pantheon are

in attendance to present verbal and written

reports covering its activities, the portfolio

and investment performance over the

preceding period. Ongoing communication

with the Board is maintained in between

formal meetings. The Manager ensures

that Directors have timely access to all

relevant management, financial and

regulatory information to enable informed

decisions to be made and contacts the

Board as required for specific guidance on

particular issues. Pantheon has discretion

to manage the assets of the Company in

accordance with the Company’s investment

objectives and policies, subject to certain

additional investment restrictions (which

may be amended by the Company from

time to time with the consent of the

Manager). The additional investment

restrictions currently imposed on the

Manager are as follows:

– At the time of making an investment, the

aggregate of all amounts committed by

the Company in respect of investments

(excluding all amounts paid pursuant to

such commitments and including any

such commitments in respect of the

investment to be made) shall not exceed

300% of the available cash and loan

resources of the Company without the

prior approval of the Board.

– No direct or indirect investment in a

single company shall form more than

5%of the gross value of the Company

atthe time the investment is made.

– The amount invested (including

amounts committed for investment) in

respect of a single fund shall not exceed

10% of the aggregate of the gross asset

value of the Company and the aggregate

outstanding investment commitments

of the Company at the time the

investment is made.

– The prior approval of the Board is required

for an investment (including investment

commitments) in respect of a single

secondary interest in an existing fund

ora portfolio of secondary interests in

existing funds and/or direct investments

in one or more companies exceeding 3%

of the net asset value of the Company at

the time the investment is made.

– The prior approval of the Board is

required for a direct investment in a

single company exceeding 1% of the net

asset value of the Company at the time

the investment is made.

The Manager has also agreed that it will

obtain the prior approval of the Board in

relation to any primary investment in a new

fund which is made otherwise than on a

pro-rata basis with other Pantheon clients

investing in the same fund and in relation

toany investment in a vehicle managed by

a member of the Pantheon Group, other

thanholding, special purpose and feeder

vehicles where no fee is charged by the

Pantheon Group.

The Board determines the parameters of

investment strategy and risk management

policies within which the Manager can

exercise judgement and sets the investment

and risk management strategies in relation

to currency exposure. The Company

Secretary and Manager prepare briefing

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notes for Board consideration on matters

of relevance, for example changes to

theCompany’s economic and financial

environment, statutory and regulatory

changes and corporate governance

bestpractice.

Institutional investors – use of

voting rights

The Company has delegated the exercise

of its voting rights to the Manager.

Pantheon has a policy of advising its clients

to vote on all corporate actions in relation

to investments and does this on behalf of

the Company. Pantheon consults with the

Directors of the Company in the case of

any corporate action where either there

isaconflict of interest between PIP and

other Pantheon clients, or where for

anyreason the proposed voting is

inconsistent with the advice given to

Pantheon’s other clients.

Conflicts of interest

The Articles of Association permit the

Board to consider and, if it sees fit, to

authorise situations where a Director has

an interest that conflicts, or may possibly

conflict, with the interests of the Company.

There is in place a formal system for

theBoard to consider authorising such

conflicts, whereby the Directors who have

no interest in the matter decide whether

toauthorise the conflict and any conditions

to be attached to such authorisations.

Theprocess in place for authorising

potential conflict of interest has operated

effectively during the year.

The Directors are able to impose limits

orconditions when giving authorisation

ifthey think this is appropriate in the

circumstances. A register of potential

conflicts is maintained by the Company

Secretary and is reviewed at each Board

meeting, to ensure that any authorised

conflicts remain appropriate. Directors

arerequired to confirm at these meetings

whether there has been any change to

theirposition.

The Directors must also comply with the

statutory rules requiring company directors

to declare any interest in an actual or

proposed transaction or arrangement

withthe Company.

The above process for authorising

potential conflicts of interest has

operatedeffectively during the year.

Committees of the Board

The Board has appointed a number of

Committees, as set out below, to which

certain Board functions have been

delegated. Each of these Committees has

formal written terms of reference which

clearly define their responsibilities, and

these can be inspected at the registered

office of the Company and viewed on the

Company’s website (www.piplc.com).

Audit Committee

The Audit Committee comprises the whole

Board. Mr David Melvin, who is the Chair

ofthe Audit Committee, is a qualified

Chartered Accountant and contributes

hisknowledge and experience to the Audit

Committee. It is felt by the Committee that

he is sufficiently qualified for the position

ofChair of the Audit Committee.

Mr John Singer CBE is an investment and

financial professional with over 30 years

ofexperience in private equity, and it is

considered appropriate for the Chair of

theCompany to be a member of the

AuditCommittee as he provides a valuable

contribution to the deliberations of the

Committee.

The Audit Committee met on four

occasions during the year ended 31 May

2023. It is intended that the Committee

willcontinue to meet at least four times,

toreview the Half-Yearly Report, toreview

the year-end valuation of investments and

to approve the Company’s Annual Report

and Accounts.

The Report of the Audit Committee can

befound on page 135.

Management Engagement

Committee

The Management Engagement Committee

comprises all the Directors and is chaired

by Mr John Singer CBE. The Management

Engagement Committee met on one

occasion during the year under review.

The Board keeps the performance of

theManager under continual review.

Inaddition, in accordance with the

requirements of the AIC Code, the

Management Engagement Committee

reviews the performance of the Manager’s

obligations under the Management

Agreement and considers the need for any

variation to the terms of this Agreement

onan annual basis.

The Management Engagement Committee

then makes a recommendation to the

Board about the continuing appointment

ofthe Manager under the terms of the

Management Agreement.

The Management Engagement Committee

also reviews annually the performance of

the Company Secretary, the Custodian,

theDepositary and the Registrar and any

matters concerning their respective

agreements with the Company.

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Nomination Committee

The Nomination Committee comprises all

Directors and is chaired by Mr John Singer

CBE, except when the succession of the

Chair is being considered.

The role of the Nomination Committee is to

undertake the formal process of reviewing

the balance, effectiveness and diversity

ofthe Board and to consider succession

planning, identifying the skills and expertise

needed to meet the future challenges and

opportunities facing the Company, and

those individuals who might best provide

them. The Nomination Committee, as and

when necessary, makes recommendations

to the Board with regard to the criteria for

future Board appointments and the methods

of selection. It also considers andreviews

the appointment of a Senior Independent

Director, membership of the Board’s

Committees, and the re-appointment of those

Directors standingfor re-election at AGMs.

In addition, the Nomination Committee

isresponsible for assessing the time

commitment required for each Board

appointment and ensuring that the present

incumbents have sufficient time to devote

to their role, and for reviewing the Directors’

performance appraisal process.

As part of ongoing succession planning,

the Nomination Committee ensures that

allBoard appointments are subject to a

formal, rigorous and transparent procedure.

The Company seeks to ensure that any Board

vacancies are filled by themost qualified

candidates based on objective criteria

and merit and in the context of the skills,

knowledge and experience that are needed

for the Board tobe effective. The Board

supports diversity and inclusion at Board

level andencourages candidates from all

educational backgrounds and walks of life.

During the year, the Nomination Committee

reviewed PIP’s Diversity Policy and satisfied

itself that the Board has a balance of skills,

qualifications and experience which are

relevant to the Company. As part of ongoing

succession planning, Sapphire Partners, an

independent external consultancy with no

connection to the Company, was engaged

to assist with the search for candidates in

order to appoint two new Directors. The

search requirements included a preference

for a diverse range of candidates, including

Chartered Accountants, and preferably

with a strong background in private equity

or marketing. Following thisprocess, the

Nomination Committee recommended to

the Board the appointments of Ms Zoe

Clements and Mr Rahul Welde. After due

consideration MsClements was appointed

to the Board with effect from 5 July 2023

and Mr Welde with effect from 25 July 2023,

being the strongest candidates with relevant

knowledge, qualifications and experience.

The Board acknowledges and welcomes

the recommendations from the

Hampton-Alexander Review on gender

diversity on boards and the Parker Review

regarding ethnic representation on boards.

The Hampton-Alexander Review

recommended a minimum of 40%

femalerepresentation on all FTSE 350

companies by the end of 2025. PIP met this

recommendation during the year, having

40% women on the Board as at 31 May

2023. In regard to the Parker Review, it is

recommended that by December 2024 all

FTSE 350 companies have a person from

aminority ethnic group on its Board.

Gender identity or sex

Number of

Board members

Percentage on

the Board

Number of

senior positions

on the Board

Men 3 60 1

Women 2 40 1

Not specified/prefer not to say – – –

Ethnic background

Number of

Board members

Percentage

on the Board

Number of

senior positions

on the Board

White British or other White

(including minority white groups) 5 100 2

Mixed/Multiple Ethnic Groups 0 0 0

Asian/Asian British 0 0 0

Black/African/Caribbean/Black British 0 0 0

Other ethnic group, including Arab 0 0 0

Not specified/prefer not to say 0 0 0

1 Listing Rule 9.8.6(9) includes only the positions of chair, chief executive, senior independent director and

chief financial officer in this category. As the Company is an externally managed investment trust without

employees, the Company considers the position of Audit Committee Chair as a senior position in addition

to those reported above. This senior role is currently performed by a man.

The data in the above tables was collected through self-reporting by the

Directors, who were asked to indicate which of the categories specified in the

prescribed tables were most applicable to them.

Further information regarding diversity and inclusion at Pantheon can be found

on page 41.

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The Board also notes the new FCA rules on

diversity and inclusion on company boards,

namely that from accounting periods

commencing on or after 1 April 2022

included in Listing Rule 9.8.6 (9-11):

– At least 40% of individuals on the Board

to be women;

– At least one senior Board position to be

held by a woman; and

– At least one individual on the Board to

befrom a minority ethnic background.

While all appointments to the Board

aremade on merit, the Board supports

therecommendation to have ethnic

representation on the Board, and as

suchthis was integral to the Board’s

considerations during the recruitment

carried out in the year. The resulting

appointments following year end

increasedthe Board’s gender and ethnic

diversity. The Board is expecting to be

ableto reportcompliance with the

recommendations of the Parker Review

and each of the three diversity targets

setinthe Listing Rules in the 2024

AnnualReport.

In accordance with Listing Rule 9 Annex

2.1, the tables on the previous page, in

prescribed format, show the gender and

ethnic backgrounds of the Directors at

theyear end.

Remuneration Committee

As the Company has no employees and the

Board is composed solely of Non-Executive

Directors, it is not considered necessary to

have a Remuneration Committee. Led by

the Senior Independent Director, it is the

responsibility of the Board as a whole to

determine and approve Directors’ fees,

following proper consideration and having

regard to the industry generally, the role

that individual Directors fulfil in respect of

Board and Committee responsibilities, the

time committed to the Company’s affairs

and remuneration levels generally within

the investment trust sector. Each Director

takes no part in discussions concerning

their own remuneration.

Detailed information on the remuneration

arrangements for the Directors of the

Company can be found in the Directors’

Remuneration Report on pages 138 to 140.

Internal control review

The Directors acknowledge that they

areresponsible for the Company’s risk

management and systems of internal

control and for reviewing their

effectiveness.

An ongoing process, in accordance with

the guidance provided by the FRC on risk

management, internal control and related

finance and business reporting, has been

established for identifying, evaluating and

managing risks faced by the Company.

This process, together with key procedures

established with a view to providing

effective financial control, has been in

placethroughout the year and up to

thedate the financial statements were

approved. Full details of the principal risks

and uncertainties faced by the Company

can be found on pages 44 to 48.

The risk management process and systems

of internal control are designed tomanage,

rather than eliminate, the risk offailure to

achieve the Company’s objectives. It should

be recognised that such systems can only

provide reasonable, rather than absolute,

assurance against material misstatement

or loss.

Internal control assessment process

Regular risk assessments and reviews

ofinternal controls and the Company’s

riskappetite are undertaken by the Board

inthe context of the Company’s overall

investment objective. The Board, through

delegation to the Audit Committee, has

carried out a robust assessment and

review of the emerging and principal risks

facing the Company. The review covers

thekey business, operational, compliance

and financial risks facing the Company.

Inarriving at its judgement of what risks the

Company faces, the Board has considered

the Company’s operations in the light of

thefollowing factors:

– The nature and extent of risks which it

regards as acceptable for the Company

to bear within its overall business

objective:

– The threat of such risks becoming

areality;

– The Company’s ability to reduce the

incidence and impact of risk on its

performance;

– The cost to the Company and benefits

related to the review of risk and

associated controls of the Company;

and

– The extent to which third parties

operate the relevant controls. Against

this background, the Board has split

the review into four sections reflecting

the nature of the risks being addressed.

The sections are as follows:

– Corporate strategy;

– Published information and compliance

with laws and regulations;

– Relationship with service providers; and

– Investment and business activities.

Given the nature of the Company’s

activities and the fact that most functions

are sub-contracted, the Directors have

obtained information from key third-party

suppliers regarding the controls operated

by them. To enable the Board to make an

appropriate risk and control assessment,

the information and assurances sought

from third parties include the following:

– Details of the control environment;

– Identification and evaluation of risks

andcontrol objectives;

– Assessment of the communication

procedures; and

– Assessment of the control procedures

operated.

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– There were no significant matters of

concern identified in the Board’s review

ofthe internal controls of its third-party

suppliers.

The key procedures which have been

established to provide effective internal

financial controls are as follows:

– Investment management is provided by

Pantheon Ventures (UK) LLP. The Board

is responsible for the implementation

ofthe overall investment policy and

monitors the actions of the Manager

atregular Board meetings.

– BNP Paribas Trust Corporation UK

Limited (previously BNP Paribas

Securities Services, London Branch) has

been appointed as Depositary. Custody

of assets is also undertaken by BNP

Paribas Trust Corporation UK Limited

asthe Company’s Custodian for equities

and bonds.

– The provision of administration,

accounting and Company secretarial

duties is the responsibility of Link

Alternative Fund Administrators Limited.

– The provision of services provided by

Link Market Services as Registrar of

theCompany.

– The duties of investment management,

accounting and custody of assets

aresegregated. The procedures of

theindividual parties are designed to

complement one another.

– The Directors of the Company clearly

define the duties and responsibilities of

their agents and advisers in the terms

oftheir contracts. The appointment of

agents and advisers is conducted by the

Board after consideration of the quality

of the parties involved; the Board, via the

Management Engagement Committee,

monitors their ongoing performance and

contractual arrangements.

– Mandates for authorisation of

investment transactions and expense

payments are set by the Board.

– The Board reviews detailed financial

information produced by the Manager

and the Administrator on a regular basis.

The Company does not have an internal

audit function. All of the Company’s

management functions are delegated to

independent third parties whose controls

are reviewed by the Board. It is therefore

felt that there is no need for the Company

to have an internal audit function.

Thisneed is reviewed periodically.

In accordance with guidance issued

todirectors of listed companies, the

Directorshave carried out a review of

theeffectiveness of the various systems

ofinternal controls as operated by the

Company’s main service providers during

the year and found there to be no matters

of concern.

Company Secretary

The Board has direct access to the advice

and services of the Company Secretary,

Link Alternative Fund Administrators

Limited, who is responsible for ensuring

that Board and Committee procedures are

followed and that applicable regulations

are complied with.

The Company Secretary is also responsible

to the Board for ensuring the timely delivery

of information and reports and for ensuring

that statutory obligations of the Company

are met.

Dialogue with shareholders

Communication with shareholders is

givena high priority by the Board and the

Manager, and all Directors are available

toenter into dialogue with shareholders.

Following his appointment, the Chair offered

major shareholders the opportunity to

meet with him and has held a significant

number of meetings with shareholders

during the year and following the year

end.Allshareholders are encouraged to

attend and vote at the AGM, during which

the Board and the Manager are available

todiscuss issues affecting the Company,

andshareholders have the opportunity to

address questions to the Manager, the Board

and the Chairs of the Board’s Committees.

At each AGM, a presentation is given by the

Manager to all shareholders present.

There is regular dialogue with institutional

shareholders and a structured programme

of shareholder presentations by the

Manager to institutional investors taking

place following publication of the Annual

and Half-Yearly results. A detailed list of

theCompany’s shareholders is reviewed

ateach Board meeting. PIP has also put

inplace a PR programme designed to

promote the benefits that PIP can provide

to an investor’s portfolio.

The Half-Yearly and Annual Reports of the

Company are prepared by the Board and

itsadvisers to present a full and readily

understandable review of the Company’s

performance. Copies are dispatched to

shareholders by mail or electronically as

requested and are also available on the

Company’s website: www.piplc.com.

TheCompany always responds to

communications from shareholders.

Shareholders wishing to communicate

directly with the Board should contact

theCompany Secretary by email to

pip_cosec@linkgroup.co.uk or by writing

tothe registered office shown on page 186,

who will arrange for the relevant Board

member to contact them.

Further details of our engagement with all

of the Company’s stakeholders and how

the Board has regard to those stakeholders

in the Board’s decision-making processes

are set out in the Strategic Report on

page49.

On behalf of the Board

JOHN SINGER CBE

Chair

2 August 2023

Statement on Corporate Governance

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I am pleased to present the Audit Committee

Report for the year ended 31 May 2023.

The Audit Committee comprises myself,

asChair, and the entire Board, who are all

independent Non-Executive Directors.

Further details about the composition of the

Audit Committee are set out on page 131.

Audit Committee members consider

that,individually and collectively, they are

each independent and appropriately

experienced to fulfil the role required within

the sector inwhich the Company operates.

The constitution and performance of the

Audit Committee are reviewed on a

regularbasis.

Role of the Audit Committee

Clearly defined terms of reference, which

were reviewed and updated during the

year,have been established by the Board.

Theprimary responsibilities of the Audit

Committee are:

– To monitor the integrity of the financial

statements, the financial reporting

process and the accounting policies

ofthe Company;

– To review the effectiveness of the

internal control environment of the

Company and its reporting processes

and to monitor adherence to best

practice in corporate governance;

– To make recommendations to the Board

in relation to the re-appointment of the

Auditor and to approve the Auditor’s

remuneration and terms of engagement,

including scope of work;

– To review and monitor the Auditor’s

independence and objectivity and the

effectiveness of the audit process; and

– To provide a forum through which the

Company’s Auditor reports to the Board.

The Audit Committee also reviews the

Manager’s whistleblowing procedures.

TheAudit Committee has direct access

tothe Company’s Auditor, Ernst & Young

(“EY”), and representatives of EY attend

each Audit Committee meeting.

Matters considered in the year

We met on four occasions during the year

ended 31 May 2023. At those meetings,

theAudit Committee has:

– Reviewed and agreed the half-year and

year-end portfolio valuation and the net

asset values;

– Reviewed the Company’s financial

statements for the half year and year

endand made formal recommendations

to the Board;

– Reviewed the Company’s going concern

and viability statements;

– Reviewed the impact of the recent

developments in the banking sector,

disruption on availability of credit,

geopolitical uncertainties as a result of

the Russia–Ukraine conflict, increases in

the cost of living, persistent inflation,

interest rate rises and the impact of

climate change on the Company’s

financial statements;

– Reviewed the internal controls and

riskmanagement systems (including

cybersecurity) of the Company and

itsthird-party service providers;

– Agreed the audit plan and fees with the

Auditor, including the principal areas

offocus;

– Reviewed the whistleblowing policy

ofthe Manager (no incidents were

reportedduring the period);

– Reviewed its own performance as

aCommittee and its own terms of

reference; and

– Received updates regarding a fraudulent

website impersonating the Company

and discussed the actions taken or to be

taken to limit thedamage caused by this.

The principal issues considered by the

Committee were as follows:

A. Valuation process

Discussions have been held with the

Manager about the valuation process,

ownership of assets and the systems in

place at Pantheon to ensure the accuracy

of the valuation of the Company’s portfolio.

The Audit Committee has received

reassurances about the robustness of

theManager’s valuation system from

Pantheon.

In addition, the Audit Committee reviewed

the outputs of Pantheon’s Investment

Valuation Committee and Pantheon’s

processes and internal controls around

theinvestment valuation process.

B. Undrawn commitments

As an investor in private equity, the Company

has outstanding commitments to fund

investments. Approximately 5.63% of these

uncalled commitments relate to funds that

are outside their investment periods.

Generally, when a fund is past its investment

period, which is typically between five

andsixyears, it cannot make any new

investments and only draws capital to fund

follow-on investments into existing portfolio

companies, or to pay expenses. As a result,

the rate of capital calls by these funds tends

to slow dramatically. During the year, the

Manager undertook a detailed process to

review the undrawn commitments, and

theresults were discussed with the Audit

Committee. The Audit Committee received

an externally audited control report from

Pantheon which provides comfort on the

systems and controls in place to track the

undrawn commitments as part of the

valuation entry process.

The Audit Committee also reviewed the

levelof undrawn commitments as part

ofitsanalysis of PIP’s going concern and

long-term viability.

Audit Committee Report

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C. Going concern and long-term viability

The Committee considered the Company’s

financial requirements and viability for the

forthcoming year, taking into account the

Company’s performance and financial

position as at 31 May 2023. Its assessment

included a review of various downside

liquidity models with varying degrees of

decline in investment valuations, a review

of the level of undrawn commitments,

ongoing geopolitical uncertainties as a

result of the Russia–Ukraine conflict and

the impact of climate change on financial

statement disclosures, including those

relating to principal risks. The Committee

also considered the impact of the approved

one-off £200million share buyback and

theimpact of a further “automatic” share

buyback programme. As a result of this

assessment, the Committee concluded

that the Company had adequate resources

to continue in operation and meet its

liabilities as they falldue both for the

forthcoming year and over the subsequent

two years. Related going concern and

long-term viability disclosures are set

outon pages 125 and54 and Note 1

onpage 155.

D. Maintenance of investment

truststatus

The Manager and Administrator have

reported to the Committee to confirm

continuing compliance with the

requirements for maintaining investment

trust status. The position is also discussed

with the Auditor as part of the audit process.

E. Internal controls

The Audit Committee has reviewed

andupdated, where appropriate, the

Company’s risk matrix. This document is

reviewed by the Audit Committee every

sixmonths. It is satisfied with the extent,

frequency and quality of the reporting of

the Manager’s monitoring to enable the

Audit Committee to assess the degree of

control of the Company and the effect

withwhich risk is managed and mitigated.

The Audit Committee has received

reportson internal controls from each

ofitsservice providers.

No incidents of significant control failings

or weaknesses have been identified during

the year ended 31 May 2023, within the

Company or its third-party suppliers,

including Pantheon.

The Company does not have an internal

audit function as substantially all of its

day-to-day operations are delegated to

third parties, all of whom have their own

internal control procedures. The Audit

Committee discussed whether it would be

appropriate to establish an internal audit

function and agreed that the existing

system of monitoring and reporting by third

parties remains appropriate and sufficient.

External audit

The Audit Committee monitors and

reviews the effectiveness of the external

audit process for the publication of the

Annual Report and makes recommendations

to the Board on the re-appointment,

remuneration and terms of engagement

ofthe Auditor.

Audit fees

The audit fee incurred for the review of

the2023 Annual Report and Audit was

£146,000 (31 May 2022: £105,000).

Thisincrease in fees took place following

the expiry of a three-year agreement to

fixthe level of audit fees. TheAudit

Committee continues to monitorthe

levelof audit feescarefully.

Non-audit fees/independence and

objectivity of the Auditor

The Audit Committee reviews the scope

and nature of all proposed non-audit

services before engagement, to ensure

that the independence and objectivity of

the Auditor are safeguarded. The Board’s

policy is that non-audit services may be

carried out by the Company’s Auditor

unless there is a conflict of interest or

someone else is considered to have

morerelevant experience.

Non-audit services amounting to £44,000

were provided during the year ended

31May 2023 (31 May 2022: £35,000),

relating to the review of the Half-Yearly

Report. Theratio of non-audit to audit fees

is 30%. The Audit Committee believes that

it is appropriate for the Company’s Auditor

to provide these services to the Company

as these services are audit-related.

The Audit Committee has received

assurances from the Auditor that its

independence is not compromised by

thesupply of these services.

Effectiveness of external audit process

The Audit Committee meets at least twice

a year with the Auditor. The Auditor

provides a planning report in advance of

the annual audit, a report on the annual

audit and a report on their review of the

half-year financial statements. The Audit

Committee has an opportunity to question

and challenge the Auditor in respect of

each of these reports. In addition, at least

once a year, the Audit Committee has an

opportunity to discuss any aspect of the

Auditor’s work with the Auditor in the

absence of the Manager. After each audit,

the Audit Committee reviews the audit

process and considers its effectiveness.

Continuing appointment of the Auditor

EY was appointed as the Company’s

Auditor at the AGM in 2019 and this is

therefore the fourth audit of the Company’s

financial statements since its appointment.

A competitive tender must be carried out

by the Company at least every 10 years.

The Company is therefore required to

carryout a tender no later than in respect

ofthefinancial year ending 31 May 2029.

Thecurrent lead audit partner, Mr Matthew

Price, has been in place since the

appointment in 2019. Ethical standards

generally require the rotation of the

leadaudit partner every five years for

alistedcompany.

2023Annual Report and AccountsPantheon International Plc 137

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Manager’s Review

Governance

Financial Statements

Other Information

The Committee monitors the Company’s

relationship with the Auditor and

hasdiscussed and considered their

independence and objectivity. The Auditor

also provides confirmation that they are

independent within the meaning of all

regulatory and professional requirements

and that objectivity of the audit is not

impaired. The Committee is therefore

satisfied that EY was independent,

especially considering the term of

appointment to date, and will continue

tomonitor this position.

Following the completion of the audit, the

Committee reviewed EY’s effectiveness by:

– Reviewing the overall audit process and

the audit procedures taken to address

the identified principal issues;

– Considering feedback on the audit

provided by the Investment Manager

andLink Group; and

– Reviewing the experience and continuity

of the audit team, including the audit

partner.

The Committee has considered the

principal issues identified by the audit team

during the audit of the financial statements

for the year. The feedback provided by the

Investment Manager regarding the audit

team’s performance on the audit was

positive. The Auditor demonstrated a good

understanding of the Company, and had

identified and focused on the areas of

greatest financial reporting risk. Its reporting

to the Audit Committee was clear, open

and thorough. The Committee is satisfied

that the Auditor has demonstrated

professional scepticism and appropriately

challenged management’s judgements

relating to the valuations of unlisted

investments. The Committee acknowledged

that the audit team, including the audit

partner, comprised staff with appropriate

levels of knowledge and experience of the

investment trust and private equity sectors.

On the basis of these factors and

assessments, the Committee has

concluded that the external audit process

has been effective. Taking into account

theperformance and effectiveness of

theAuditor and the confirmation of

theirindependence, the Committee

hasrecommended to the Board that a

resolution to re-appoint EY as Auditor be

put to shareholders at the forthcoming

AGM. EY has confirmed its willingness

tocontinue in office.

CMA Order

The Company complied throughout

theyear ended 31 May 2023 with the

provisions of the Statutory Audit Services

Order 2014, issued by the Competition

andMarkets Authority (“CMA Order”).

Fair, balanced and understandable

As a result of the work performed, the Audit

Committee has concluded that the Annual

Report for the year ended 31 May 2023,

taken as a whole, is fair, balanced and

understandable and provides the

information necessary for shareholders

toassess the Company’s position and

performance, business model and

strategy, and has reported on these

findings to the Board.

DAVID MELVIN

Audit Committee Chair

2 August 2023

Audit Committee Report

2023Annual Report and AccountsPantheon International Plc 138

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Manager’s Review

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Financial Statements

Other Information

The Board has prepared this

report in accordance with the

requirements of the Large and

Medium Sized Companies

and Groups (Accounts and

Reports) (Amendment)

Regulations 2013.

The law requires the Company’s Auditor to

audit certain disclosures provided. Where

disclosures have been audited, they are

indicated as such. The Auditor’s opinion

isincluded in the “Independent Auditor’s

Report” on pages 142 to 149.

Statement from the Chair

I am pleased to present the Directors’

Remuneration Report for the year ended

31May 2023.

Companies are required to ask

shareholders to approve the annual

Remuneration Report, which includes the

annual remuneration paid to Directors,

each year and formally to approve the

Directors’ Remuneration Policy on a

three-yearly basis. Any change to the

Directors’ Remuneration Policy requires

shareholder approval. The vote on the

Directors’ Remuneration Report is

anadvisory vote, while the Directors’

Remuneration Policy is subject to a

bindingvote.

A resolution to approve the Remuneration

Policy was last proposed and approved by

shareholders at the AGM of the Company

held on 18 October 2022. The Policy will

apply until it is next put to shareholders for

renewal of that approval at the Company’s

AGM in 2025, unless any variations to the

policy are proposed prior to this. There will

be no significant change in the way that the

Remuneration Policy will be implemented

in the course of the next financial year.

A resolution to approve the Remuneration

Report will be proposed at the AGM of the

Company to be held on 19 October 2023.

The Board consists entirely of Non-Executive

Directors and the Company has no

employees. We have not, therefore,

reported on those aspects of remuneration

that relate to Executive Directors.

As explained on page 133, it is not

considered appropriate for the Company

toestablish a separate Remuneration

Committee. It is therefore the practice

forthe Board as a whole to consider and

approve Directors’ remuneration.

In accordance with PIP’s Remuneration

Policy adopted on 18 October 2022, fees

for the Directors are increased annually,

effective from the first day of the

Company’s financial year, at a rate no

greater than the rate of the Consumer

PriceIndex (“CPI”) prevailing at the time.

In line with this policy, fees for the Directors

were increased with effect from 1 June

2023 by 5%, which was below the prevailing

CPI which stood at 8.7% as at 31 May 2023.

Directors’ fees for the 12 months to 31 May

2024 are as set out on page 140.

No travel expenses or any other expenses

were claimed by the Directors from the

Company during the year ended 31 May

2023 or as at the date of this Report.

Directors’ fees for the year (audited)

Fees

Percentage change

(%)

Year to

31 May 2023

Year to

31 May 2022

£ 2022–2023 2021–2022 2020–2021

J.B.H.C.A. Singer CBE (Chair) 66,549 40,840 63%

2% 10%

D.L. Melvin 56,785 53,603 6% 2% 36%

J.D. Burgess 43,264 40,840 6% 2% 10%

M.A. Sieghart 46,520 40,840 14%

2% 10%

Dame Sue Owen DCB 43,264 40,840 6% 2% 10%

T. Sakovska

7,426 10,210 N/A N/A N/A

Sir Laurie Magnus CBE

27,47 7 66,365 N/A 2% 8%

Total 291,285 310,554

* The average percentage change over the previous financial years. Fees for Directors who were appointed during a year were calculated on a pro-rata basis, in order to provide a

meaningful figure.

1 Ms Sakovska joined the Board on 1 March 2022 and subsequently resigned on 22 July 2022.

2 Sir Laurie Magnus CBE retired from the Board on 18 October 2022.

3 Mr Singer CBE was appointed as Chair of the Board on 18 October 2022, resulting in a higher fee from this date.

4 Mr Melvin was appointed as Chair of the Audit Committee in April 2020, resulting in a higher fee from this date.

5 Ms Sieghart was appointed as Senior Independent Director from 18 October 2022, resulting in a higher fee from this date.

Directors’ Remuneration Report

2023Annual Report and AccountsPantheon International Plc 139

Strategic Report

Manager’s Review

Governance

Financial Statements

Other Information

Directors’ Remuneration Report

Company performance

The graph below shows the total return toshareholders compared to the total shareholder

returns of the FTSE All-Share Total Return Index and MSCI World Total Return (Sterling)

Index. These indices have been selected as the most relevant, as there is no listed index

that is directly comparable with the Company’s portfolio.

Relative importance of spend on pay

The table below sets out, in respect of the financial year ended 31 May 2023 and

thepreceding financial period, the total remuneration paid to Directors, the Management

fee and share buybacks andthe percentage change between the two periods:

Year to

31 May 2023

£’000

Year to

31 May 2022

£’000

Change

Total remuneration paid to Directors 291 311 (6%)

Management fee 27,707 23,115 20%

Share buybacks 19,559 10,302 90%

Note: the items listed in the table above are as required by the Large and Medium-sized Companies and Groups (Accounts

and Reports) (Amendment) Regulations 2013 ss.20, with the exception of the management fee, which has been included

because the Directors believe that it will help shareholders’ understanding of the relative importance of the spend on pay.

The figures for this measure are the same as those shown in Note 3 to the financial statements.

Directors’ interests (audited)

There is no requirement under the Company’s Articles of Association or the terms of their

appointment for Directors to hold shares in the Company.

The interests of the Directors and any persons closely associated in the shares of the

Company as at 31 May 2023 (or date of retirement/resignation if earlier) are set out below:

31 May 2023 31 May 2022

J.B.H.C.A. Singer CBE (Chair) 399,820 399,820

D.L. Melvin

105,000 105,000

J.D. Burgess

2,719,696 1,930,630

M.A. Sieghart 37,250 37,250

Dame Sue Owen DCB 17,50 0 17,5 0 0

Sir Laurie Magnus

143,240 143,240

T. Sakovska

1,557 1,557

1 Held jointly with spouse.

2 Includes 2,319,876 shares held by The November 1990 Trust, a connected person.

3 Sir Laurie Magnus CBE retired from the Board on 18October 2022.

4 Ms Sakovska joined the Board on 1 March 2022 and subsequently resigned on 22 July 2022.

There has been no change to the above interests between 31 May 2023 and the date of

this report. Ms Clements and Mr Welde, who have been appointed as Directors since the

year end, hold no shares in the Company as at the date of this report.

750%

300%

150%

2010

PIP FINANCIAL YEAR

2012

2014

2015

2016

2017

2018

2019

2020

2023

2021

600%

450%

2011

2013

2022

PIP Ordinary Share Price FTSE All-Share Total Return

MSCI World Total Return (Sterling)

2023Annual Report and AccountsPantheon International Plc 140

Strategic Report

Manager’s Review

Governance

Financial Statements

Other Information

Voting at the AGM

The Directors’ Remuneration Policy

andRemuneration Report for the year

ended31May 2022 were approved

byshareholders at the AGM held on

18October 2022.

The votes cast by proxy were as follows:

Remuneration Report

Number

of votes

% of

votes cast

For 287,850,320 99.99

Against 39,860 0.01

At Chair’s

discretion

_ _

Total votes cast 287, 890,180 100.00

Number of

votes withheld 19,486 –

Remuneration Policy

Number

of votes

% of

votes cast

For 287,784,289 99.98

Against 54,330 0.02

At Chair’s

discretion

– –

Total votes cast 287,838,619 100.00

Number of

votes withheld 71,047 –

Directors Remuneration Policy

The Directors’ Remuneration Policy

(the“Policy”) is put to shareholders’ vote

atleast once every three years and in any

year if there is to be a change in the Policy.

Aresolution to approve the Policy was

approved by shareholders at the AGM

heldon 18 October 2022.

The Policy

The Board’s policy is that remuneration of

Non-Executive Directors should reflect the

experience of the Board as a whole and is

determined with reference to comparable

organisations and appointments. The level

of remuneration has been set in order to

attract individuals of a calibre appropriate

to the future development of the Company

and to reflect the specific circumstances

ofthe Company, the duties and

responsibilities of the Directors, and the

value and amount of time committed

totheCompany’s affairs.

There are no performance conditions

attaching to the remuneration of the

Directors as the Board does not believe

that this is appropriate for Non-Executive

Directors. The Directors do not receive

pension benefits, long-term incentive

schemes or share options.

All Directors act in a non-executive

capacity, and the fees for their services are

approved by the whole Board. The fees for

the Directors are determined within the

limits set out in the Company’s Articles of

Association, or any greater sum that may

be determined by ordinary resolution of

theCompany.

Since 1 June 2021, fees for the Directors

are increased annually, effective from the

first day of the Company’s financial year

and, since the 2022 AGM, the increase

inDirectors’ fees will be set at a rate no

greater than the rate of CPI prevailing

atthetime, with any lower rate being

determined at the discretion of the Board.

The Chair does not participate in any

discussions relating to his own fee, which

is determined by the other Directors.

Directors are entitled to be paid all

travelling, hotel or other expenses properly

incurred by them in connection with their

attendance at Director or shareholder

meetings or otherwise in connection with

the discharge of their duties as Directors.

No other additional fees are payable for

membership of the Board’s Committees.

Fees for any new Director appointed will

be made on the above basis. Fees payable

in respect of subsequent years will be

determined following an annual CPI review,

with additional market reviews taking

place as appropriate to ensure fees

remain appropriate.

Expected

fees for

year to

31 May

2024

Year to

31 May

2023

Chair £84,000 £ 7 7,117

Chair of the Audit

Committee £58,534 £56,785

Senior Independent

Director £50,107 £46,520

Other Directors £44,598 £43,264

* These fees have been calculated based on the higher,

CPI linked increase of 9.1% for the period of 1 June

2022 to 18 October 2022 and the lower increase of 4%

for the period from 19 October 2022 to 31 May 2023,

following the adoption of the updated Remuneration

Policy at the 2022 AGM.

Directors’ service contracts

None of the Directors has a contract of

service with the Company. Each Director

hasentered into terms of appointment as a

Non-Executive Director of the Company.

There has been no other contract or

arrangement between the Company and

any Director at any time during the year.

Under the Articles of Association, each

Director shall retire and be subject to

re-appointment at the first AGM following

appointment, and at least every three years

thereafter. After nine years’ service, Directors

are subject toannual re-appointment.

Following the Company’s inclusion in the

FTSE 250, and in accordance with the AIC

Code, all Directors are subject to annual

re-election at each AGM. There are no

agreements between theCompany and its

Directors concerning compensation for

loss of office.

Any views expressed by shareholders on

the fees being paid to Directors would be

taken into consideration by the Board.

Approval

The Directors’ Remuneration Report was

approved by the Board of Directors and

signed on its behalf by:

JOHN SINGER CBE

Chair

2 August 2023

Directors’ Remuneration Report

2023Annual Report and AccountsPantheon International Plc 141

Strategic Report

Manager’s Review

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Financial Statements

Other Information

Directors’ Responsibility Statement

– State whether applicable UK Accounting

Standards have been followed, subject

to any material departures disclosed and

explained in the financial statements;

and

– Prepare the financial statements on

agoing concern basis unless it is

inappropriate to presume that the

Company will continue in business.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the

Company’s transactions and disclose

withreasonable accuracy at any time the

financial position of the Company and

enable them to ensure that the financial

statements comply with the Companies

Act 2006. They are also responsible for

safeguarding the assets of the Company

and hence for taking reasonable steps for

the prevention and detection of fraud and

other irregularities.

The Directors are also responsible for

preparing the Strategic Report, the

Directors’ Report, the Directors’

Remuneration Report, the Corporate

Governance Statement and the Report of

the Audit Committee in accordance with

the Companies Act 2006 and applicable

regulations, including the requirements

ofthe Listing Rules and the Disclosure

Guidance and Transparency Rules.

TheDirectors have delegated responsibility

to the Investment Manager for the

maintenance and integrity of the

Company’s corporate and financial

information included on the Company’s

website (www.piplc.com). Legislation in

the UK governing the preparation and

dissemination of financial statements may

differ from legislation in other jurisdictions.

Each of the Directors, whose names are

listed on pages 121 to 122, confirms that

tothe best of their knowledge:

– The financial statements, prepared in

accordance with applicable accounting

standards, give a true and fair view of the

assets, liabilities, financial position and

profit of the Company; and

– The Strategic Report contained in the

Annual Report and financial statements

includes a fair review of the development

and performance of the business and

the position of the Company, together

with a description of the principal risks

and uncertainties that it faces.

The UK Corporate Governance Code requires

Directors to ensure that the Annual Report

and financial statements are fair, balanced

and understandable. In order to reach a

conclusion on this matter, the Board has

requested that the Audit Committee advises

on whether it considers that the Annual

The Directors are responsible for preparing

the Annual Report and the financial

statements in accordance with applicable

laws and regulations in accordance

withFRS102. Company law requires the

Directors to prepare financial statements

for each financial year. Under that law

theyhave elected to prepare the financial

statements in accordance with applicable

law and UK Accounting Standards (UK

Generally Accepted Accounting Practice).

Under company law the Directors must not

approve the financial statements unless

they are satisfied that they give a true

andfair view of the state of affairs of the

Company as at the end of each financial

year and of the profit or loss of the

Company for that period.

In preparing these financial statements,

theDirectors are required to:

– Present a true and fair view of the

financial position, financial performance

and cash flows of the Company;

– Select suitable accounting policies in

accordance with United Kingdom GAAP

and then apply them consistently;

– Present information, including

accounting policies, in a manner that

provides relevant, reliable, comparable

and understandable information;

– Make judgements and estimates that

are reasonable and prudent;

Report and financial statements fulfil these

requirements. The process by which the

Audit Committee has reached these

conclusions is set out in its report on

pages135 to 137. As a result, the Board

hasconcluded that the Annual Report and

financial statements for the year ended

31May 2023, taken as a whole, is fair,

balanced and understandable and provides

the information necessary for shareholders

to assess the Company’s position and

performance, business model and strategy.

Signed on behalf of the Board by

JOHN SINGER CBE

Chair

2 August 2023

2023Annual Report and AccountsPantheon International Plc 142

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Manager’s Review

Governance

Financial Statements

Other Information

Independent Auditor’s Report to the Members of Pantheon International Plc

Opinion

We have audited the financial statements

of Pantheon International plc (the

“Company”) for the year ended 31 May

2023 which comprise the Income

Statement, the Statement of Changes

inEquity, the Balance Sheet, the Cash

FlowStatement, and the related notes 1

to23, including a summary of significant

accounting policies. The financial reporting

framework that has been applied in their

preparation is applicable law and United

Kingdom Accounting Standards including

FRS 102 “The Financial Reporting Standard

applicable in the UK and Republic of

Ireland” (United Kingdom Generally

Accepted Accounting Practice).

In our opinion, the financial statements:

– give a true and fair view of the Company’s

affairs as at 31 May 2023 and of its profit

for the year then ended;

– have been properly prepared in accordance

with United Kingdom Generally Accepted

Accounting Practice; and

– have been prepared in accordance with

the requirements of the Companies

Act2006.

Basis for opinion

We conducted our audit in accordance

withInternational Standards on Auditing

(UK) (ISAs (UK)) and applicable law.

Ourresponsibilities under those standards

are further described in the Auditor’s

responsibilities for the audit of the

financialstatements section of our report.

We believe that the audit evidence we have

obtained is sufficient and appropriate to

provide a basis for our opinion.

Independence

We are independent of the Company in

accordance with the ethical requirements

that are relevant to our audit of the financial

statements in the UK, including the

Financial Reporting Council’s Ethical

Standard as applied to public interest

entities, and we have fulfilled our other

ethical responsibilities in accordance with

these requirements.

The non-audit services prohibited by the

FRC’s Ethical Standard were not provided

to the Company and we remain independent

of Company in conducting the audit.

Conclusions relating to going

concern

In auditing the financial statements, we

have concluded that the Directors’ use of

the going concern basis of accounting in

the preparation of the financial statements

is appropriate. Our evaluation of the

Directors’ assessment of the Company’s

ability to continue to adopt the going

concern basis of accounting included:

– We confirmed our understanding of the

Company’s going concern assessment

process and engaged with the Directors

and the Company Secretary to determine

if all key factors were considered in their

assessment.

– We inspected the Directors’ assessment

of going concern, including the portfolio

cashflow forecast, for the periods

covering at least twelve months from

thedate the financial statements were

authorised for issue. In preparing the

portfolio cashflow forecast, the

Company has concluded that it is able

tocontinue to meet its ongoing costs

asthey fall due.

– We have reviewed the factors and

assumptions as applied to the portfolio

cashflow forecast and the liquidity

assessment of the investment portfolio.

We considered the appropriateness

ofthe methods used to calculate the

portfolio cashflow forecast and the

liquidity assessment and determined,

through testing of the methodology

andcalculations, that the methods,

inputs and assumptions utilised were

appropriate to be able to make an

assessment for the Company.

– In relation to the Company’s borrowing

arrangements, we inspected the

Directors’ assessment of the risk of

breaching the loan facility covenants as

a result of a reduction in the value of the

Company’s portfolio. We recalculated

the Company’s compliance with loan

facility covenants in the scenarios

assessed by the Directors who also

performed reverse stress testing in

orderto identify what factors would

leadto the Company breaching the

financial covenants.

– We considered the mitigating factors

included in the portfolio cashflow

forecasts and covenant calculations that

are within the control of the Company.

– We reviewed the Company’s going

concern disclosures included in the

annual report in order to assess that

thedisclosures were appropriate and in

conformity with the reporting standards.

Based on the work we have performed,

wehave not identified any material

uncertainties relating to events or

conditions that, individually or collectively,

may cast significant doubt on the

Company’s ability to continue as a going

concern for the period to 2 August 2024.

In relation to the Company’s reporting on

how they have applied the UK Corporate

Governance Code, we have nothing

material to add or draw attention to in

relation to the Directors’ statement in

thefinancial statements about whether

theDirectors considered it appropriate

toadopt the going concern basis

ofaccounting.

Our responsibilities and the responsibilities

of the Directors with respect to going

concern are described in the relevant

sections of this report. However, because

not all future events or conditions can be

predicted, this statement is not a guarantee

as to the Company’s ability to continue as

agoing concern.

2023Annual Report and AccountsPantheon International Plc 143

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Manager’s Review

Governance

Financial Statements

Other Information

An overview of the scope of our audit

Tailoring the scope

Our assessment of audit risk, our

evaluation of materiality and our allocation

of performance materiality determine our

audit scope for the Company. This enables

us to form an opinion on the financial

statements. We take into account size, risk

profile, the organisation of the Company

and effectiveness of controls, the potential

impact of climate change and changes in

the business environment when assessing

the level of work to be performed.

Climate change

Stakeholders are increasingly interested in

how climate change will impact Pantheon

International plc. The Company has

determined that the most significant

futureimpacts from climate change on

Overview of our audit approach

Key audit

matters

– Risk of incorrect valuation of unlisted investments at fair value.

– Incorrect valuation of investments in third party managed funds and

co-investment vehicles which are audited on an annual basis and for which

periodic fair value information is provided to the Company.

– Incorrect valuation of investments in co-investment vehicles or third-party

funds which are not audited on an annual basis.

– Incorrect valuations of investments in funds and entities managed by

Pantheon Ventures (UK) LLP (‘Pantheon’).

Materiality

– Overall materiality of £24.5m which represents 1% of shareholders’ funds.

itsoperations may be from changes in

regulations that may adversely affect their

underlying portfolio investments. Their

approach to managing climate and other

ESG risks as part of managing investment

risk is explained on page 48 of the Strategic

Report, which form part of the “Other

information”, rather than the audited

financial statements. Our procedures on

these disclosures therefore consisted

solely of considering whether they are

materially inconsistent with the financial

statements or our knowledge obtained in

the course of the audit or otherwise appear

to be materially misstated, in line with our

responsibilities on “Other information”.

In planning and performing our audit we

assessed the potential impacts of climate

change on the Company’s business and

any consequential material impact on its

financial statements.

Independent Auditor’s Report to the Members of Pantheon International Plc

Our audit effort in considering climate

change was focused on the adequacy of

the Company’s disclosures in the financial

statements as set out in note 1 and

conclusion that there was no material

impact from climate change on the

financial statements. We also challenged

the Directors’ considerations of climate

change in their assessment of viability

andassociated disclosures.

Based on our work we have not identified

the impact of climate change on the

financial statements to be a key audit

matter or to impact a key audit matter.

Key audit matters

Key audit matters are those matters that,

inour professional judgment, were of most

significance in our audit of the financial

statements of the current period and

include the most significant assessed

risksof material misstatement (whether

ornot due to fraud) that we identified.

These matters included those which had

the greatest effect on: the overall audit

strategy, the allocation of resources in

theaudit; and directing the efforts of the

engagement team. These matters were

addressed in the context of our audit of the

financial statements as a whole, and in our

opinion thereon, and we do not provide a

separate opinion on these matters.

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Risk Our response to the risk

Key observations communicated

tothe Audit Committee

Incorrect valuation of unlisted investments

at fair value (£2,416m, 2022: £2,236m)

Refer to the Audit Committee Report (page 135); Accounting policies

(page 155); and Note 9 of the Financial Statements (page 163).

The unlisted investment portfolio represents 99% of the Net Asset

Value (NAV) of the Company and consists of investments in:

– Third party managed funds

– Funds or entities managed by Pantheon

Within this investment portfolio are a pool of investments attributed

to the Company’s Asset Linked Note liability of £31m (2022: £39m).

The valuation of the assets held in the investment portfolio is the key

driver of the Company’s net asset value and total return. Incorrect

investment valuation could have a significant impact on the return

generated by the shareholders.

We attribute a higher risk of estimation uncertainty to a portfolio of

this nature. We therefore deem the valuation of unlisted investments

at fair value to be a fraud and significant audit risk.

We have further analysed the unlisted investment portfolio into

threecategories where specific audit procedures are performed in

addition to the general audit procedures on unlisted investments to

reflect the risk associated.

We performed the following procedures:

We obtained an understanding of Pantheon’s processes and controls surrounding the

investment valuation process including controls that are in place within the Company

and operated or performed by Pantheon by performing a walkthrough to assess the

design and implementation of controls in place.

We performed the following procedures for a sample of investments across all type of

investments:

– We obtained the most recently available capital allocation statements or direct

confirmations independently from the general par tner and compared the NAV of the

investment attributable to the Company to the valuation per the accounting records.

– Where the most recently available capital allocation statements were non-coterminous

with the reporting date, we obtained details of adjustments for cash flows and fair

value made by Pantheon and corroborated these to call and distribution notices and

bank statements.

– For a sample of new investments during the year, we have obtained and reviewed the

due diligence performed by Pantheon to ensure that the investment recommendation

pack was appropriately completed prior to making new investments.

– For a sample of realised investments during the year, we agreed the proceeds of the

disposal to the capital account statements and performed back testing by comparing

the sale price and subsequent cash receipts to the most recent valuation recorded by

the Company for the investment.

– We reviewed the investment valuations and inquired of Pantheon regarding any

potential fair value adjustments as a result of updated information received or

observable market movements and obtained evidence to confirm these were

immaterial to the Company’s financial statements.

– We noted that management recognised a £1.2m adjustment over the valuations of

investments with listed underlying investments and where the most recent GP

valuation was as at March 2023. We obtained an understanding of the adjustment

posted and performed audit procedures to assess share price movements aligned

tothe investment portfolio over the period March 2023 to May 2023.

The results of our procedures

identified no material misstatement

in relation to the risk of incorrect

valuation of unlisted investments

atfair value.

Independent Auditor’s Report to the Members of Pantheon International Plc

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Risk Our response to the risk

Key observations communicated

tothe Audit Committee

Investments in third party managed funds

and co-investment vehicles which are

audited on an annual basis and for which

periodic fair value information is provided

tothe Company (£1,987m, 2022: £1,847m)

The investment portfolio is susceptible to material error due to the

investments being unquoted with no market price available and

management relying on third party information.

Additional procedures on investments in third party

managed funds and co-investments which are audited

on an annual basis and for which periodic fair value

information is provided to the Company

We have obtained the most recent audited financial statements for a sample of these

unlisted investments. Our sample included the testing of 198 investments, totalling

£1,570m. We performed the following procedures where applicable:

– Inspected the Generally Accepted Accounting Principles (“GAAP”) applied and

reviewed accounting policies on key areas impacting the NAV and compared these

tothe fair value requirements per FRS102.

– Compared the NAV per the audited financial statements to the capital account

statements which are coterminous with the financial statements’ year end date for a

sample of investments with balances which are above our performance materiality.

– Determined whether the audit firm signing the financial statements was a

recognisedaudit firm and checked whether there were any modifications made to

their audit reports.

The results of our procedures

identified no material misstatement

in relation to the risk of incorrect

valuation of unlisted investments

atfair value.

Investments in third party managed

fundsand co-investment vehicles which

arenotaudited on an annual basis

(£133m,2022: £159m)

Pantheon obtains the underlying data from the investment

managers of these third-party funds or co-investment vehicles.

Pantheon apply the Company’s valuation policy and conclude

whether key assumptions used in valuing these assets are

reasonable. We consider the risk of management override to

bemore prevalent in this area.

Additional procedures on investments in third party

managed funds and co-investment vehicles which are

not audited on an annual basis

Where the investments in third party managed funds or co-investments were not

audited on an annual basis:

– We obtained the fair value calculations supporting the value held by the Company and,

where applicable, agreed key inputs to the supporting evidence.

– For investment vehicles with audited sponsor funds, we have inspected the GAAP

applied by the sponsor fund and reviewed accounting policies on key areas impacting

the NAV and compared these to the fair value requirements per FRS102.

Our sample included testing of 15 investments, totalling £117m, which did not have an

audit performed either for the investment vehicle itself or a significant portion of its

underlying holdings.

The results of our procedures

identified no material misstatement

in relation to the risk of incorrect

valuation of unlisted investments

atfair value.

Independent Auditor’s Report to the Members of Pantheon International Plc

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Independent Auditor’s Report to the Members of Pantheon International Plc

Risk Our response to the risk

Key observations communicated

tothe Audit Committee

Investments in other funds and

entities managed by Pantheon

(£296m, 2022: £264m)

Where the Company invests in other entities managed by Pantheon,

there is an increased risk the fund fair values are susceptible to

manipulation due to the related party relationship as Pantheon is

performing the valuation.

Additional procedures on investments held in other funds

and entities managed by Pantheon

For a sample of investments in Pantheon managed funds which are audited, we

haveobtained the most recent audited set of financial statements where available.

Oursamples included testing of 10 investments which had audited financial statements

within the structure, totalling £178m, and 11 investments, totalling £93m, from internally

managed funds which do not have annually audited financial statements. We performed

the following procedures where applicable:

– Inspected the GAAP applied and reviewed accounting policies on key areas impacting

the NAV and compared these to the fair value requirements per FRS102.

– Compared the NAV per the audited financials to the capital account statements

whichare coterminous with the financial statements’ year end date for a sample of

investments.

– Determined whether the audit firm signing the financial statements was a recognised

audit firm and checked whether there were modifications made to their audit report.

– For unaudited investments, we have performed a look through into the investments

held by the entity to determine whether the underlying holdings were subject to audit.

For those that are audited, we have inspected the GAAP applied by the underlying

holdings and reviewed accounting policies on key areas impacting the NAV and

compared these to the fair value requirements per FRS102.

– Where the internally managed fund and its underlying investments are not audited, we

have obtained the fair value calculations supporting the value held by the Company

and, where applicable, agreed key inputs to the supporting evidence.

The results of our procedures

identified no material misstatement

in relation to the risk of incorrect

valuation of unlisted investments

at fair value.

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Independent Auditor’s Report to the Members of Pantheon International Plc

On the basis of our risk assessments,

together with our assessment of the

Company’s overall control environment,

our judgement was that performance

materiality was 75% (2022: 75%) of our

planning materiality, namely £18.4m

(2022: £18.2m). We have set performance

materiality at this percentage due to our

understanding of the control environment

that indicates a lower risk of material

misstatements, both corrected and

uncorrected.

Reporting threshold

An amount below which identified

misstatements are considered as being

clearly trivial.

We agreed with the Audit Committee that

we would report to them all uncorrected

audit differences in excess of £1.23m

(2022: £1.21m), which is set at 5% of

planning materiality, as well as differences

below that threshold that, in our view,

warranted reporting on qualitative grounds.

We evaluate any uncorrected

misstatements against both the

quantitative measures of materiality

discussed above and in light of other

relevant qualitative considerations in

forming our opinion.

Other information

The other information comprises the

information included in the annual report,

other than the financial statements and our

auditor’s report thereon. The Directors are

responsible for the other information

contained within the annual report.

Our opinion on the financial statements

does not cover the other information and,

except to the extent otherwise explicitly

stated in this report, we do not express any

form of assurance conclusion thereon.

Our responsibility is to read the other

information and, in doing so, consider

whether the other information is materially

inconsistent with the financial statements

or our knowledge obtained in the course

ofthe audit or otherwise appears to be

materially misstated. If we identify such

material inconsistencies or apparent

material misstatements, we are required

todetermine whether this gives rise to a

material misstatement in the financial

statements themselves. If, based on the

work we have performed, we conclude

thatthere is a material misstatement of

theother information, we are required to

report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed

by the Companies Act 2006

In our opinion the part of the Directors’

Remuneration Report to be audited has

been properly prepared in accordance

withthe Companies Act 2006.

In our opinion, based on the work

undertaken in the course of the audit:

– the information given in the Strategic

report and the Directors’ report for the

financial year for which the financial

statements are prepared is consistent

with the financial statements; and

Our application of materiality

We apply the concept of materiality in

planning and performing the audit,

inevaluating the effect of identified

misstatements on the audit and in

forming our audit opinion.

Materiality

The magnitude of an omission or

misstatement that, individually or in the

aggregate, could reasonably be expected

toinfluence the economic decisions of

theusers of the financial statements.

Materiality provides a basis for

determining the nature and extent

of our audit procedures.

We determined materiality for the Company

to be £24.5 million (2022: £24.3 million),

which is 1% (2022: 1%) of shareholders’

funds. We believe that shareholders’ funds

provide us with materiality aligned to the key

measure of the Company’s performance.

During the course of our audit, we

reassessed initial materiality and made no

changes to the basis of calculation from our

original assessment at the planning stage.

Performance materiality

The application of materiality at the

individual account or balance level.

It is setat an amount to reduce to an

appropriately low level the probability

thatthe aggregate of uncorrected

andundetected misstatements

exceedsmateriality.

– the Strategic report and Directors’

reports have been prepared in

accordance with applicable legal

requirements.

Matters on which we are required to

report by exception

In the light of the knowledge and

understanding of the Company and its

environment obtained in the course of

theaudit, we have not identified material

misstatements in the strategic report or

Directors’ report.

We have nothing to report in respect of the

following matters in relation to which the

Companies Act 2006 requires us to report

to you if, in our opinion:

– adequate accounting records have not

been kept, or returns adequate for our

audit have not been received from

branches not visited by us; or

– the financial statements and the part of

the Directors’ Remuneration Report to

beaudited are not in agreement with the

accounting records and returns; or

– certain disclosures of Directors’

remuneration specified by law are not

made; or

– we have not received all the information

and explanations we require for our audit.

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Independent Auditor’s Report to the Members of Pantheon International Plc

Corporate Governance Statement

We have reviewed the Directors’ statement

in relation to going concern, longer-term

viability and that part of the Corporate

Governance Statement relating to the

Company’s compliance with the provisions

of the UK Corporate Governance Code

specified for our review by the Listing

Rules.

Based on the work undertaken as part of

our audit, we have concluded that each of

the following elements of the Corporate

Governance Statement is materially

consistent with the financial statements or

our knowledge obtained during the audit:

– The Directors’ statement with regards

tothe appropriateness of adopting the

going concern basis of accounting and

any material uncertainties identified set

out on page 125;

– The Directors’ explanation as to its

assessment of the Company’s

prospects, the period this assessment

covers and why the period is appropriate

set out on page 54;

– The Director’s statement on whether it

has a reasonable expectation that the

Company will be able to continue in

operation and meets its liabilities set

outon page 125;

– The Directors’ statement on fair,

balanced and understandable set out

onpage 141;

– The Board’s confirmation that it has

carried out a robust assessment of the

emerging and principal risks set out on

page 44;

– The section of the annual report that

describes the review of effectiveness of

risk management and internal control

systems set out on page 133; and

– The section describing the work of the

Audit Committee set out on page 135.

Responsibilities of Directors

As explained more fully in the Directors’

responsibilities statement set out on

page141, the Directors are responsible for

the preparation of the financial statements

and for being satisfied that they give a true

and fair view, and for such internal control

as the Directors determine is necessary to

enable the preparation of financial

statements that are free from material

misstatement, whether due to fraud

orerror.

In preparing the financial statements, the

Directors are responsible for assessing the

Company’s ability to continue as a going

concern, disclosing, as applicable, matters

related to going concern and using the

going concern basis of accounting unless

the Directors either intend to liquidate the

Company or to cease operations, or have

no realistic alternative but to do so.

Auditor’s responsibilities for the audit of

the financial statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from

material misstatement, whether due to

fraud or error, and to issue an auditor’s

report that includes our opinion.

Reasonable assurance is a high level of

assurance, but is not a guarantee that

anaudit conducted in accordance with

ISAs(UK) will always detect a material

misstatement when it exists. Misstatements

can arise from fraud or error and are

considered material if, individually or in

theaggregate, they could reasonably

beexpected to influence the economic

decisions of users taken on the basis of

these financial statements.

Explanation as to what extent the audit

was considered capable of detecting

irregularities, including fraud

Irregularities, including fraud, are instances

of non-compliance with laws and regulations.

We design procedures in line with our

responsibilities, outlined above, todetect

irregularities, including fraud. Therisk of

not detecting a material misstatement

dueto fraud is higher than the risk of not

detecting one resulting fromerror, as

fraudmay involve deliberate concealment

by, for example, forgery or intentional

misrepresentations, or through collusion.

The extent to which our procedures are

capable of detecting irregularities,

including fraud is detailed below.

However, the primary responsibility for the

prevention and detection of fraud rests

with both those charged with governance

of the Company and management.

– We obtained an understanding of the

legal and regulatory frameworks that

areapplicable to the Company and

determined that the most significant are

the Companies Act 2006, the Listing

Rules, the UK Corporate Governance

Code, the Association of Investment

Companies’ Code and Statement of

Recommended Practice, Section 1158

of the Corporation Tax Act 2010 and The

Companies (Miscellaneous Reporting)

Regulations 2018.

– We understood how the Company is

complying with those frameworks through

discussions with the Audit Committee

and the Company Secretary and a review

of Board minutes and the Company’s

documented policies and procedures.

– We assessed the susceptibility of the

Company’s financial statements to

material misstatement, including how

fraud might occur by considering the key

risks impacting the financial statements.

We identified a fraud risk with respect

tomanagement override in relation to

investments in funds and entities managed

by Pantheon and investments in third

party managed funds and co-investment

vehicles which are not audited on an

annual basis. Further discussion of our

approach is set out in the section on the

key audit matters above. In addition,

weperformed tests of journal entries,

focusing on unusual and year-end

manual journals.

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Independent Auditor’s Report to the Members of Pantheon International Plc

Use of our report

This report is made solely to the Company’s

members, as a body, in accordance with

Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken

so that we might state to the Company’s

members those matters we are required

tostate to them in an auditor’s report and

forother purpose. To the fullest extent

permitted by law, we do not accept or

assume responsibility to anyone other than

the Company and the Company’s members

as a body, for our audit work, for this report,

or for the opinions we have formed.

MATTHEW PRICE

(SENIOR STATUTORY AUDITOR)

for and on behalf of

Ernst & Young LLP, Statutory Auditor

London

2 August 2023

– Based on this understanding we

designed our audit procedures to identify

non-compliance with such laws and

regulations. Our procedures involved

areview of the Company Secretary’s

reporting to the Directors with respect

tothe application of the documented

policies and procedures and review of

the financial statements to confirm

compliance with the reporting

requirements of the Company.

A further description of our responsibilities

for the audit of the financial statements is

located on the FRC’s website at https://

www.frc.org.uk/auditorsresponsibilities.

This description forms part of our

auditor’sreport.

Other matters we are required to address

Following the recommendation from

theAudit Committee, we were appointed

bythe Company on 2 December 2019

toaudit the financial statements for

theyear ending 31 May 2020 and

subsequent financial periods.

The period of total uninterrupted

engagement including previous

renewalsand reappointments is 4 years,

covering the years ending 31 May 2020

to31 May 2023.

The audit opinion is consistent with the

additional report to the Audit Committee.

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2023Annual Report and AccountsPantheon International Plc 150

Financial Statements

Income Statement 151

Statement of Changes in Equity 152

Balance Sheet 153

Cash Flow Statement 154

Notes to the Financial Statements 155

Strategic Report

Manager’s Review

Governance

Financial Statements

Other Information

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Income Statement Year ended 31 May 2023

Year Ended 31 May 2023 Year Ended 31 May 2022

Note

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Gains on investments at fair value through profit or loss

– 50,885 50,885 – 570,049 570,049

(Losses)/gains on financial instruments at fair value through profit or loss – ALN (856) 4,240 3,384 (305) (3,123) (3,428)

Currency gains on cash and cash equivalents

– 9,179 9,179 – 19,564 19,564

Investment income

18,084 – 18,084 19,169 – 19,169

Investment management fees

(27,707) – (27,707 ) (23,115) – (23,115)

Other expenses

(2,059) (1,625) (3,684) (1,274) (1,326) (2,600)

Return before financing and taxation (12,538) 62,679 50,141 (5,525) 585,164 579,639

Interest payable and similar expenses

(6,366) – (6,366) (3,967) – (3,967)

Return before taxation (18,904) 62,679 43,775 (9,492) 585,164 575,672

Taxation paid

(1,494) – (1,494) (3,075) – (3,075)

Return for the year, being total comprehensive income for the year (20,398) 62,679 42,281 (12,567) 585,164 572,597

Return per ordinary share

(3.83)p 11.77p 7.94p (2.32)p 108.38p 106.06p

1 The Company does not have any income or expenses that are not included in the return for the year, therefore the return for the year is also the total comprehensive income for the year. The supplementary revenue and capital columns are prepared

under guidance published in the Statement of Recommended Practice (“SORP”) issued by the Association of Investment Companies (“AIC”).

All revenue and capital items in the above statement relate to continuing operations. No operations were acquired or discontinued during the period.

The total column of the statement represents the Company’s Statement of Total Comprehensive Income prepared in accordance with Financial Reporting Standards (“FRS”).

The Notes on pages 155 to 176 form par t of these financial statements.

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Statement of Changes in Equity Year ended 31 May 2023

Note

capital

£’000

premium

£’000

Capital

redemption

reserve

£’000

Other

capital

reserve

£’000

Capital

reserve on

investments

held

£’000

Revenue

reserve

£’000

Total

£’000

Movement for the year ended 31 May 2023

Opening equity shareholders’ funds 36,012 269,535 3,553 1,556,346 674,875 (112,857) 2,427,464

Return for the year – – – 83,859 (21,180) (20,398) 42,281

Ordinary shares bought back for cancellation

(509) – 509 (19,673) – – (19,673)

Closing equity shareholders’ funds 35,503 269,535 4,062 1,620,532 653,695 (133,255) 2,450,072

Movement for the year ended 31 May 2022

Opening equity shareholders’ funds 36,240 269,535 3,325 976,685 679,736 (100,290) 1,865,231

Return for the year – – – 590,025 (4,861) (12,567) 572,597

Ordinary shares bought back for cancellation

(228) – 228 (10,364) – – (10,364)

Closing equity shareholders’ funds 36,012 269,535 3,553 1,556,346 674,875 (112,857) 2,427,464

The Notes on pages 155 to 176 form par t of these financial statements.

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Balance Sheet As at 31 May 2023

Note

31 May 2023

£’000

31 May 2022

£’000

Fixed assets

Investments at fair value

9a/b

2, 417,620 2,238,608

Current assets

Debtors

2,347 2,123

Cash and cash equivalents

66,043 231,458

68,390 233,581

Creditors: Amounts falling due within one year

Other creditors

(4,617) (6,138)

Net current assets 63,773 2 27,4 4 3

Total assets less current liabilities 2,481,393 2,466,051

Creditors: Amounts falling due after one year

Asset Linked Loan Note (“ALN”)

(31,321) (38,587)

Net assets 2,450,072 2,427,464

Capital and reserves

Called-up share capital

35,503 36,012

Share premium

269,535 269,535

Capital redemption reserve

4,062 3,553

Other capital reserve

1,620,532 1,556,346

Capital reserve on investments held

653,695 674,875

Revenue reserve

(133,255) (112,857)

Total equity shareholders’ funds 2,450,072 2,427,464

Net asset value per Ordinary share

462.37p 451.63p

The Notes on pages 155 to 176 form par t of these financial statements.

The financial statements were approved by the Board of Pantheon International Plc on 02 August 2023 and were authorised for issue by

JOHN SINGER CBE

Chair

Company No. 2147984

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Cash Flow Statement Year ended 31 May 2023

Note

Year ended

31 May 2023

£’000

Year ended

31 May 2022

£’000

Cash flow from operating activities

Investment income received – comprising:

– Dividend income 12,325 17,692

– Interest income 4,756 1,302

– Other investment income 211 163

Deposit and other interest received 780 28

Investment management fees paid (27,5 8 6) (22,637)

Secretarial fees paid (354) (300)

Depositary fees paid (284) (254)

Directors’ fees paid (303) (307)

Legal & Professional fees paid (1,996) (1,707)

Other cash payments

(1,036) (804)

Withholding tax deducted (1,502) (3,626)

Net cash outflow from operating activities

(14,989) (10,450)

Cash flows from investing activities

Purchases of investments

(289,020) (352,620)

Disposals of investments

161,168 402,700

Net cash (outflow)/inflow from investing activities (127,852) 50,080

Cash flows from financing activities

ALN repayments (5,035) (13,786)

Ordinary shares bought back for cancellation (19,678) (10,360)

Loan commitment and arrangement fees paid (7,071) (2,853)

Net cash outflow from financing activities (31,784) (26,999)

(Decrease)/increase in cash in the year (174,625) 12,631

Cash and cash equivalents at the beginning of the year 231,458 199,118

Foreign exchange gains 9,210 19,709

Cash and cash equivalents at the end of the year

66,043 231,458

1 Includes interest paid during the year of £22,000 (2022: £96,000).

2 Purchases and disposals do not include investments actioned by Pantheon International Holdings LP.

The Notes on pages 155 to 176 form par t of these financial statements.

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Notes to the Financial Statements

1 Accounting Policies

PIP is a listed public limited company incorporated in England and Wales. The registered office

is detailed on page 186. A summary of the principal accounting policies and measurement

bases, all of which have been applied consistently throughout the year, is set out below.

A. Basis of Preparation

The Company’s financial statements have been prepared in compliance with FRS 102 as it

applies to the financial statements of the Company for the year ended 31 May 2023. They have

also been prepared on the assumption that approval as an investment trust willcontinue to

be granted. The Company’s financial statements arepresented in sterling and all values

are rounded to the nearest thousand pounds (£’000) except when indicated otherwise.

The investments in the subsidiaries are financial assets, and held at fair value through

profitorloss.

The financial statements have been prepared in accordance with theSORP for the financial

statements of investment trust companiesand venture capital trusts issued by the AIC, other

than where restrictions are imposed on the Company which prohibit specific disclosures.

B. Going Concern

The financial statements have been prepared on a going concern basis and under the

historical cost basis of accounting, modified to include the revaluation of certain assets at

fairvalue.

The Directors have made an assessment of going concern, taking into account the

Company’s current performance and financial position as at 31 May 2023. In addition, the

Directors have assessed the outlook, which considers the potential further impact of the

ongoing geopolitical uncer tainties as a result of the Russia-Ukraine conflict including the

disruption to the global supply chain and increases in the cost of living as a result of this

conflict, persistent inflation, interest rate rises and the impact of climate change on PIP’s

portfolio using the information available as at the date of issue of these financial statements.

As part of this assessment the Directors considered:

– Various downside liquidity modelling scenarios with varying degrees of decline in

investment valuations, decreased investment distributions, and increased call rates,

with the worst being a low case downside scenario representing an impact to the portfolio

that is worse than that experienced during the Global Financial Crisis.

– The Company manages and monitors liquidity regularly ensuring it is adequate and

sufficient and is underpinned by its monitoring of investments, distributions, capital calls

and outstanding commitments. Total available financing as at 31 May 2023 stood at

£554m (31 May 2022: £528m), comprising £63m (31 May 2022: £227m) in available cash

balances and £491m in undrawn, sterling equivalent, bank facilities (31 May 2022: £301m).

– PIP’s 31 May 2023 valuation is primarily based on reported GP valuations with a reference

date of 31 March 2023, updated for capital movements and foreign exchange impacts.

Asthe longer-term impacts of the ongoing geopolitical uncer tainties as a result of the

Russia–Ukraine conflict and the impact of climate change may not be fully apparent,

theDirectors have considered the impact that declining valuations could have on the

Company’s going concern assessment. The Directors have also considered the impact

ofclimate change on PIP’s portfolio and have come to the conclusion that there is no

significant impact on the Company as a result of climate change.

– Unfunded commitments – PIP’s unfunded commitments at 31 May 2023 were £857m

(31May 2022: £755m). The Directors have considered the maximum level of unfunded

commitments which could theoretically be drawn in a 12-month period, the ageing of

commitments and available financing to fulfil these commitments. In these scenarios

PIPcan take steps to limit or mitigate the impact on the Balance Sheet, namely drawing

onthe credit facility, pausing on new commitments, selling assets to increase liquidity and

reducing outstanding commitments if necessary. In addition, subject to market conditions,

the Company could also seek to raise additional debt or equity capital.

– Share buybacks – The Directors have considered the impact of the approved one-off

£200million share buyback and the impact of a further “automatic” share buyback

programme, the amount of which will be determined by net portfolio inflows and the

prevailing level of discount.

Having performed the assessment on going concern, the Directors considered it appropriate

to prepare the financial statements of the Company on a going concern basis. The Company

has sufficient financial resources and liquidity, is well placed to manage business risks in the

current economic environment and can continue operations for a period of at least 12 months

from the date of issue of these financial statements.

C. Segmental Reporting

The Directors are of the opinion that the Company is engaged inasingle segment of business,

being an investment business. Consequently no business segmental analysis is provided.

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D. Valuation of Investments

Given the nature of the Company’s assets which comprise predominantly unlisted fund

investments, while the Company operates a robust and consistent valuation process,

there is significant estimation uncertainty in the underlying fund valuations which are

estimated at a point in time. Accordingly, while the Company considers circumstances

where it might be appropriate to apply an override, for instance in response to a market

crash, this will be exercised only where it is judged necessary to reflect fair value.

Similarly, while relevant information relating to but received after the measurement date is

considered, the Directors will only consider an adjustment to the financial statements if it were

to have a significant impact and is indicative of conditions present at the measurement date.

The Company has fully adopted sections 11 and 12 of FRS 102. Allinvestments held by the

Company are classified as “ fair value through profit or loss”. As the Company’s business

is investing in financial assets with a view to profiting from their total return in the form of

interest, dividends or increases in fair value, investments arerecognised at fair value on

initial recognition.

The Company manages and evaluates the performance of these investments on afair value

basis in accordance with its investment strategy. For investments actively traded in organised

financial markets, fair value is generally determined by reference to stock exchange quoted

market bid prices at the close of business at the Balance Sheet date. For investments that

are not actively traded in organised financial markets, fair value is determined using reliable

valuation techniques as described below:

i. Unquoted fixed asset investments are stated at the estimated fairvalue

In the case of investments in private equity funds, this is based on the net asset value of those

funds ascertained from periodic valuations provided by the managers of the funds and

recorded up to the measurement date. Such valuations are necessarily dependent upon the

reasonableness of the valuations by the fund managers of the underlying investments. In the

absence of contrary information, the values are assumed to be reliable. These valuations are

reviewed periodically for reasonableness and recorded up to the measurement date. If a class

of assets were sold post-period end, management would consider the effect, if any, on the

investment portfolio.

The Company may acquire secondary interests at either a premium or a discount to the

fundmanager’s valuation. Within the Company’s portfolio, those fund holdings are normally

revalued to their stated net asset values at the next reporting date unless an adjustment

against a specific investment is considered appropriate.

The fair value of each investment is derived at each reporting date. Inthe case of direct

investments in unquoted companies, the initial valuation is based on the transaction price.

Where further indications of fair value become available, such as through subsequent issues

of capital or dealings between third parties, the valuation is adjusted to reflect the new

evidence, at each reporting date. This information may include the valuations provided by

private equity managers who are also invested in the Company.

ii. Quoted investments are valued at the bid price on the relevant stockexchange

Private equity funds may contain a proportion of quoted shares from time to time, for example

where the underlying company investments have been taken public but the holdings have not

yet been sold. The quoted market holdings at the date of the latest fund accounts are reviewed

and adjusted to the published prices of those holdings at the period end.

E. Asset Linked Note

As part of the share consolidation effected on 31 October 2017, the Company issued an ALN

with an initial principal amount of £200m to the Investor. Payments under the ALN are made

quarterly in arrears and are linked to the ALN share (c.75%) of the net cash flows from a

reference portfolio which consists of interests held by the Company in over 300 of its oldest

private equity funds, substantially 2006 and earlier vintages. The Company retains the net

cash flows relating to the remaining c.25% of the reference portfolio.

The ALN is held at fair value through profit or loss and therefore movements in fair value are

reflected in the Income Statement. Fair value is calculated as the sum of the ALN share of fair

value of the reference portfolio plus the ALN share of undistributed net cash flow. The fair

value movement is allocated between revenue and capital pro rata to the fair value gains and

income-generated movements in the reference portfolio.

A pro rata share of the Company’s total ongoing charges is allocated to the ALN, reducing

each quarterly payment (“the Expense Charge”) and deducted from Other Expenses through

the revenue account in the Income Statement.

The ALN’s share of net cash flow is calculated after withholding taxation suffered. These

amounts are deducted from taxation through the revenue account in the Income Statement.

See Note 14 for further information.

Notes to the Financial Statements

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Notes to the Financial Statements

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F. Income

Dividends receivable on quoted equity shares are brought into account on the ex-dividend date.

Dividends receivable on equity shares where no ex-dividend date is quoted are brought into

account when the Company’s right to receive payment is established. The fixed return on a

debt security is recognised on a time apportionment basis.

Income distributions from funds are recognised when the right to distributions is established.

G. Taxation

Corporation tax payable is based on the taxable profit for the period. The charge for taxation

takes into account taxation deferred or accelerated because of timing differences between

the treatment of certain items for accounting and taxation purposes. Full provision for

deferred taxation is made under the liability method, without discounting, on all timing

differences that have arisen but not reversed by the Balance Sheet date.

The tax effect of different items of income/gain and expenditure/loss is allocated between

capital and revenue on the same basis as the particular item to which it relates, using the

marginal method.

Dividends receivable are recognised at an amount that may include withholding tax

(but excludes other taxes, such as attributable tax credits). Any withholding tax suffered

is shown as part of the revenue account tax charge.

Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal

of investments because the Company meets (and intends to continue for the foreseeable

future to meet) the conditions for approval as an investment trust company, pursuant to

sections 1158 and 1159 of the CTA.

Deferred tax assets are only recognised if it is considered more likely than not that there will

be suitable profits from which the future reversal of timing differences can be deducted.

H. Expenses

All expenses are accounted for on an accruals basis. Expenses, including investment

management fees, are charged through the revenue account except as follows:

– Expenses which are incidental to the acquisition or disposal of an investment are treated

as capital costs and separately identified and disclosed in Note 4;

– Expenses of a capital nature are accounted for through the capital account; and

– Investment performance fees.

I. Foreign Currency

The functional and presentational currency of the Company is pounds sterling (“sterling”)

because it is the primary currency in the economic environment in which the Company operates.

Transactions denominated in foreign currencies are recorded in the local currency at actual

exchange rates as at the date of transaction. Monetary assets and liabilities denominated in

foreign currencies at the period end are reported at the rates of exchange prevailing at the

period end. Any gain or loss arising from a change in exchange rates subsequent to the date

ofthe transaction is included as an exchange gain or loss in the revenue or capital column of

the Income Statement depending on whether the gain or loss is of a capital or revenue nature.

For non-monetary assets, these are covered by fair value adjustments. For details of transactions

included in the capital column of the Income Statement please see (J) and (K) below.

J. Other Capital Reserve

The following are accounted for in this reserve:

– Investment performance fees;

– Gains and losses on the realisation of investments;

– Realised exchange difference of a capital nature; and

– Expenses of a capital nature.

Capital distributions received from investments are accounted for by firstly reducing any

costof that investment, with any gains being recognised as realised only when the cost

hasbeen reduced to nil.

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K. Capital Reserve on Investments Held

The following are accounted for in this reserve:

– Increases and decreases in the value of investments held at the year end and the ALN.

L. Investment Performance Fee

The Manager is entitled to a performance fee from the Company in respect of each 12 calendar

month period ending on 31 May in each year. The performance fee payable in respect of each

such calculation period is 5% of the amount by which the net asset value at the end of such

period exceeds 110% of the applicable “high-water mark”, i.e. the net asset value at the end

ofthe previous calculation period in respect of which a performance fee was payable,

compounded annually at 10% for each subsequent completed calculation period up to the

start of the calculation period for which the fee is being calculated. For the calculation period

ended 31 May 2023, the notional performance fee hurdle is a net asset value per share of 510.7p.

The performance fee is calculated using the adjusted net asset value, which adjusts the net

assets to remove any performance fee accrued (should one exist). The net asset value per

share at 31 May 2023 is 462.4p.

The performance fee is calculated so as to ignore the effect on performance of any performance

fee payable in respect of the period for which the fee is being calculated or of any increase or

decrease in the net assets of the Company resulting from any issue, redemption or purchase

of any shares or other securities, the sale of any treasury shares or the issue or cancellation

ofany subscription or conversion rights for any shares or other securities and any other

reduction in the Company’s share capital or any distribution to shareholders.

M. Significant Judgements and Estimates

The preparation of financial statements requires the Manager to make judgements, estimates

and assumptions that affect the reported amounts of investments at fair value at the financial

reporting date and the reported fair value movements during the reporting period. Actual

results may differ from these estimates. Details of how the fair values of unlisted investments

are estimated and any associated judgements applied are provided in Section (D) of this Note

and also within the Market Price Risk section in Note 21.

N. Derecognition/Recognition of Assets and Liabilities

Financial assets and financial liabilities are recognised on the Company’s Balance Sheet

when the Company becomes a party to the contractual provisions of the instrument.

Inaccordance with FRS102, financial assets are derecognised when the contractual rights

tothe cash flows from the instrument expire or the asset is transferred and the transfer

qualifies for derecognition. Financial liabilities are derecognised when the obligation is

discharged, extinguished or expired.

O. Cash and Cash Equivalents

Cash and cash equivalents include cash deposits held with banks and money market funds,

together with other short-term highly liquid investments with original maturities of three

months or less at the date of placement, free of any encumbrances, which are readily

convertible into known amounts of cash and subject to insignificant risk of changes in value.

The Manager uses money market funds for cash management purposes.

Notes to the Financial Statements

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Notes to the Financial Statements

2 Income

31 May 2023

£’000

31 May 2022

£’000

Income from investments

Investment income (comprising dividend income,

interestincome and other investment income) 17,292 19,137

17,2 92 19,137

Other income

Interest 784 28

Exchange difference on income 8 4

792 32

Total income 18,084 19,169

Total income comprises

Dividend income 12,325 17,672

Interest income 4,756 1,302

Other investment income 211 163

Bank interest 767 28

Money market fund interest 17 –

Exchange difference on income 8 4

Total income 18,084 19,169

Analysis of income from investments

Unlisted 17,2 92 19,137

17,2 92 19,137

Geographical analysis

UK 1,055 306

US 9,243 14,345

Other overseas 6,994 4,486

17,2 92 19,137

3 Investment Management Fees

31 May 2023 31 May 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Investment

management fees 27,707 – 27,707 23,115 – 23,115

27,707 – 27,707 23,115 – 23,115

The investment management fee is payable monthly in arrears at the rate set out in the

Directors’ Report on pages 124 and 125.

During the year, investment management services with a total value of £29,010,000 (period to

31May 2022: £23,977,000), being £27,707,000 (period to 31 May 2022: £23,115,000) directly

from Pantheon Ventures (UK)LLP and £1,303,000 (period to 31 May 2022: £862,000) via

Pantheon managed fund investments were purchased by the Company.

The value of investments, in and outstanding commitments to, investment funds managed or

advised by the Pantheon Group (“Pantheon Funds”) are excluded in calculating the monthly

management fee and the commitment fee. The value of holdings in investments managed by

the Pantheon Group totalled £1,131,118,000 as at 31 May 2023 (31 May 2022: £897,332,000),

including £995,669,000 from the Pantheon managed Pantheon International Holdings

subsidiaries (31 May 2022: £812,172,000). Please see Note 18 for further details.

In addition, the Manager has agreed that the total fees (including performance fees) payable

by Pantheon Funds to members of the Pantheon Group and attributable to the Company’s

investments in Pantheon Funds shall be less than the total fees (excluding the performance

fee) that the Company would have been charged under the Management Agreement had it

invested directly in all of the underlying investments of the relevant Pantheon Funds instead

ofthe relevant Pantheon Funds instead of through the relevant Pantheon Funds.

At 31 May 2023, £2,245,000 (31 May 2022: £2,124,000) was owed for investment

management fees. No performance fee is payable in respect of the year to 31 May 2023

(31May 2022: £nil). The basis upon which the performance fee is calculated is explained in

Note 1 (L) and in the Directors’ Report on pages 158 and 124.

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4 Other Expenses

31 May 2023 31 May 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Secretarial and accountancy services 353 – 353 312 – 312

Depositary fees 280 – 280 238 – 238

Custodian 16 – 16 10 – 10

Fees payable to the Company’s Auditor for the

– audit of the annual financial statements 146 – 146 105 – 105

Fees payable to the Company’s Auditor for

– audit-related assurance services – Half-Yearly Report 44 – 44 35 – 35

Directors’ remuneration (see Note 5) 291 – 291 311 – 311

Employer’s National Insurance 42 – 42 34 – 34

Irrecoverable VAT (5) – (5) (47) – (47)

Legal and professional fees

547 1,625 2,172 317 1,326 1,643

Other

831 – 831 691 – 691

ALN Expense Charge (see Note 1 (E))

(486) – (486) (732) – (732)

2,059 1,625 3,684 1,274 1,326 2,600

1 Legal fees incidental to the acquisition of investments are charged to the Capital column of the Income Statement, since they are capital in nature.

2 Other expenses comprise mainly fees and expenses relating to printing, public relations, Stock Exchange listing, FCA fees, AIC Levy and share price publications.

3 A pro rata share of the Company’s total ongoing charges is allocated to the ALN, reducing each quarterly payment.

The Directors do not consider that the provision of non-audit work to the Company affects the independence of the Auditors due to the half-year review being an assurance service.

5 Directors’ Remuneration

Directors’ emoluments comprise Directors’ fees. A breakdown is provided in the Directors’ Remuneration Report on pages 138 and 140.

Notes to the Financial Statements

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6 Interest Payable and Similar Expenses

31 May 2023

£’000

31 May 2022

£’000

Negative bank interest

22 96

Loan commitment and arrangement fees 6,344 3,871

6,366 3,967

1 Applicable when bank base rates were low (less than 2%), bank interest was payable on positive balances held in Euro

and Swedish Krona currency accounts. Since base rates have increased above 2% in September 2022, no further

negative interest was paid.

On 2 August 2022, the Company announced that it had agreed a new five-year £500m

multi-tranche, multi-currency revolving credit facility agreement arranged by Credit Suisse AG

London Branch, Lloyds Bank Corporate Markets plc and State Street Bank International

GmbH. The Loan Facility, which replaced the £300m loan facility agreement due to expire in

May 2024, is comprised of facilities amounting to US$512.9m and €89.2m and secured by

certain assets of the Company. The facility will expire in July 2027 with an ongoing option to

extend, by agreement, the maturity date by another year at a time. The facility has a blended

commitment fee of 0.95% per annum on available commitments, pricing equivalent to the

relevant benchmark rate plus 2.350% to 2.575% depending on utilisation, and is subject to

loan to value and liquidity ratios. The principal covenants that apply to the loan facility require:

(i) that gross borrowings do not exceed 34% of the borrowing base; (ii) that gross borrowings

do not exceed 45% of the adjusted borrowing base in the first year of the facility, and 40%

thereafter; and (iii) the liquidity ratio does not exceed 3.0x undrawn commitments. At 31 May

2023, these requirements have been met.

Upfront fees of £2.0m (in sterling terms), in relation to this facility agreement, are being

amortised over the remaining life of the facility. Further fees are payable after one year, and

twoyears.

This loan facility provides a margin of additional assurance that the Company has the ability

tofinance its unfunded commitments in the future. At 31 May 2023, loan facility remained fully

undrawn. At 31 May 2022, the previous loan facility also remained fully undrawn.

The facility is still set to continue to be available up until its original end date, following Credit

Suisse AG being bought by UBS Group AG in March 2023.

7 Taxation

31 May 2023 31 May 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Withholding tax deducted from distributions 1,494 – 1,494 3,075 – 3,075

Tax charge

The tax charge for the year differs from the standard rate of corporation tax in the UK of 19% to 31 March 2023 rising to 25% from 1 April 2023, giving a weighted average for the year of

20% (Year ended 31 May 2022: 19%). The differences are explained below:

Net return before tax (18,904) 62,679 43,775 (9,492) 585,164 575,672

Theoretical tax at UK corporation tax rate of 20% (31 May 2022: 19%) (3,781) 12,536 8,755 (1,803) 111,181 109,378

Non-taxable investment, derivative and currency gains – (12,845) (12,845) – (111,433) (111,433)

Effect of expenses in excess of taxable income – 309 309 – 252 252

Carry forward management expenses 3,781 – 3,781 1,803 – 1,803

Withholding tax deducted from distributions 1,494 – 1,494 3,075 – 3,075

1,494 – 1,494 3,075 – 3,075

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7 Taxation (continued)

The tax charge for the year ended 31 May 2023 is £1.5m (31 May 2022: £3.1m). The tax charge is wholly comprised of irrecoverable withholding tax suffered, with the exception of an amount of

£0.1m, in relation to the recovery of tax from prior years which has been offset against the charge.

Investment gains are exempt from capital gains tax owing to the Company’s status as an investment trust.

Factors That May Affect Future Tax Charges

The Company is an investment trust and therefore is not subject to tax on capital gains. Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of

investments because the Company meets (and intends to meet for the foreseeable future) the conditions for approval as an investment trust company.

No deferred tax asset has been recognised in respect of excess management expenses and expenses in excess of taxable income as they will only be recoverable to the extent that there is

sufficient future taxable revenue. As at 31 May 2023, excess management expenses are estimated to be in excess of £330m (31 May 2022: £227m).

At 31 May 2023, the Company had no unprovided deferred tax liabilities (31 May 2022: £nil).

8 Return per Ordinary Share

31 May 2023 31 May 2022

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Return for the financial year in £’000 (20,398) 62,679 42,281 (12,567) 585,164 572,597

Weighted average ordinary and redeemable shares 532 ,707, 3 8 3 539,896,863

Return per share (3.83)p 11.77p 7.94p (2.32)p 108.38p 106.06p

There are no dilutive or potentially dilutive shares in issue.

Notes to the Financial Statements

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Notes to the Financial Statements

9a Movement on Investments

31 May 2023

£’000

31 May 2022

£’000

Book cost brought forward 1,530,419 1,003,796

Opening unrealised appreciation on investments held:

– Unlisted investments 706,707 709,712

– Listed investments 1,482 216

Valuation of investments brought forward 2,238,608 1,713,724

Movements in year:

Acquisitions at cost 289,020 979,764

Capital distributions – proceeds (160,891)

(1,024,931)

Capital distributions – realised gains on sales 76,302

571,790

Increase in appreciation on investments held (25,419) (1,739)

Valuation of investments at year end 2, 417,620 2,238,608

Book cost at year end 1,734,850 1,530,419

Closing unrealised appreciation on investments held:

– Unlisted investments 682,437 706,707

– Listed investments 333 1,482

Valuation of investments at year end 2, 417,620 2,238,608

Fair value of investments:

Unlisted investments 2,415,800 2,235,639

Listed investments 1,820 2,969

Valuation of investments at year end 2, 417,620 2,238,608

1 On 31 December 2021, the Company transferred several investments, at a fair value of £627.14m, to its wholly owned subsidiary Pantheon International Holdings LP, in return for a 99% investment in Pantheon International Holdings LP, being

£620.87m and the remaining 1% in Pantheon International Holdings GP LP, being £6.27m.

2 On 1 October 2022, the Company transferred one further investment, at a fair value of £3.10m, to its wholly owned subsidiary Pantheon International Holdings LP, in return for a 99% investment in Pantheon International Holdings LP, being £3.07m

and the remaining 1% in Pantheon International Holdings GP LP, being £0.03m.

Further details in relation to the subsidiaries are included in Note 18.

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9b Analysis of Investments

Further analysis of the investment portfolio is provided in the Manager’s Review on pages 60 to 61.

The Company received £160,891,000 (2022: £1,024,931,000) from investments sold during the year. The book cost of these investments when they were purchased was £84,589,000 (2022:

£453,141,000). These investments have been revalued over time until such time they were sold and up until that point, any unrealised gains or losses were included in the fair value of the

investments. Transaction costs (incurred at the point of the transaction) incidental to the acquisition of investments totalled £nil (31 May 2022: £nil) and to the disposals of investments totalled

£7,000 (31May 2022: £4,000) for the period. In addition, legal fees incidental to the acquisition of investments totalled £1,625,000 (31 May 2022: £1,326,000), as disclosed in Note 4, have been

taken to the Capital column in the Income Statement since they are capital in nature.

Included in investment are also investments that the Company holds in its subsidiaries. Please see Note 18 for further details.

Gains on investment per income statement

31 May 2023

£’000

31 May 2022

£’000

Realised gains on sales 76,302 571,790

Amounts previously recognised as unrealised appreciation on those sales 1,482 216

Decrease in unrealised appreciation (26,902) (1,954)

Revaluation of amounts owed in respect of transactions 3 (3)

Gains on investments 50,885 570,049

Notes to the Financial Statements

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Notes to the Financial Statements

9b Analysis of Investments (continued)

Currency analysis of investment valuation

31 May 2023

£’000

31 May 2022

£’000

Sterling

Unlisted investments 1,042,249 872,089

1,042,249 872,089

US dollar

Unlisted investments 1,116,006 1,083,342

Listed investments 1,820 2,969

1,117,826 1,086,311

Euro

Unlisted investments 230,424 247,749

230,424 247,749

Other

Unlisted investments 27,121 32,459

27,121 32,459

2, 417,620 2,238,608

9c Material Investment

At the period end, the Company held no material holdings in any underlying company which exceeded 3% and funds which exceeds 10% of any class of capital.

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10 Fair Value Hierarchy

The fair value hierarchy consists of the following three levels:

Level 1 – The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. The Level 1 holdings include publicly listed

holdings held directly by the Company from in specie distributions received from underlying investments, but does not include listed holdings held indirectly through the Company’s underlying

private equity managers which are classified under Level 3 holdings;

Level 2 – Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly (i.e. as prices) or indirectly

(i.e.derived from prices); and

Level 3 – Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

Financial Assets at Fair Value Through Profit or Loss at 31 May 2023

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Unlisted holdings – – 2,415,800 2,415,800

Listed holdings 1,820 – – 1,820

1,820 – 2,415,800 2, 417, 620

Notes to the Financial Statements

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Notes to the Financial Statements

10 Fair Value Hierarchy (continued)

Financial Assets at Fair Value Through Profit or Loss at 31 May 2022

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Unlisted holdings – – 2,235,639 2,235,639

Listed holdings 2,969 – – 2,969

2,969 – 2,235,639 2,238,608

Financial Liabilities at Fair Value Through Profit or Loss at 31 May 2023

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Asset Linked Note – – 32,520 32,520

– – 32,520 32,520

Financial Liabilities at Fair Value Through Profit or Loss at 31 May 2022

Level 1

£’000

Level 2

£’000

Level 3

£’000

Total

£’000

Asset Linked Note – – 41,374 41,374

– – 41,374 41,374

11 Debtors

31 May 2023

£’000

31 May 2022

£’000

Amounts receivable from investment funds 290 595

Accrued interest 17 5

Prepayments 2,040 1,523

2,347 2,123

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12 Cash and Cash Equivalents

31 May 2023

£’000

31 May 2022

£’000

Cash at bank 49,906 231,458

Cash equivalents 16,137 –

66,043 231,458

As at 31 May 2023, Cash equivalents of £16,137,000 were held in a USD money market fund (2022: £nil).

13 Creditors Amounts Falling Due Within One Year

31 May 2023

£’000

31 May 2022

£’000

Investment management fees 2,245 2,124

Amounts owed in respect of transactions – 4

ALN repayment to the investor 1,199 2,787

Other creditors and accruals 1,173 1,223

4,617 6,138

Notes to the Financial Statements

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14 Creditors Amounts Falling Due After One Year – Asset Linked Note

31 May 2023

£’000

31 May 2022

£’000

Opening value of ALN 41,374 53,015

Repayment of net cashflows received (5,035) (13,786)

Fair value movement through profit or loss (3,384) 3,428

Expense Charge and ALN share of withholding taxes (435) (1,283)

Closing Value of ALN (see Note 1(E)) 32,520 41,374

Transfer to creditors due within one year, as amount is repayable within 3 months (1,199) (2,787)

31,321 38,587

15 Called-up Share Capital

31 May 2023 31 May 2022

Shares £’000 Shares £’000

Allotted, called-up and fully paid:

Ordinary Shares of 6.7p each

Opening position 537,493,640 36,012 54,089,447 36,240

Cancellation of shares (7,600,183) (509) (3,400,830) (228)

Shares issued through share split – – 486,805,023 –

Closing position 529,893,457 35,503 537,493,640 36,012

Total shares in issue 529,893,457 35,503 537,493,640 36,012

During the year ended 31 May 2023, 7,600,183 ordinary shares were bought back in the market, for cancellation at a total cost, including stamp duty, of £19.7m. During the year ended 31 May

2022, 3,275,830 ordinary shares were bought back in the market, to be held in Treasury at a total cost, including stamp duty, of £10.0m. The 3,275,830 shares that were held in Treasury were

subsequently cancelled prior to the end of May 2022. In addition, during the year ended 31 May 2022, 125,000 shares were bought back for cancellation , at a total cost, including stamp duty,

of£0.3m.

As a result, there were 529,893,457 ordinary shares in issue as at 31 May 2023 (of which none are held in Treasury; year to 31 May 2022: 537,493,640 ordinary shares and no Treasury shares).

Each holder of ordinary shares is entitled, on a show of hands, to one vote and, on a poll, to one vote for each ordinary share held.

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Notes to the Financial Statements

16 Reserves

premium

£’000

Capital

redemption

reserve

£’000

Other

capital

reserve

£’000

Capital

reserve on

investments

held

£’000

Revenue

reserve

£’000

Beginning of year 269,535 3,553 1,556,346 674,875 (112,857)

Net gain on realisation of investments – – 76,302 – –

Decrease in unrealised appreciation – – – (21,180) –

Revaluation of amounts owed in respect of transactions – – 3 – –

Exchange differences on currency – – 9,210 – –

Exchange differences on other capital items – – (31) – –

Legal and professional expenses charged to capital – – (1,625) – –

Share buybacks – 509 (19,673) – –

Revenue return for the year – – – – (20,398)

End of year 269,535 4,062 1,620,532 653,695 (133,255)

1 Reserves that are distributable by way of dividends. In addition, the Other Capital Reserve can be used for share buybacks.

17 Net Asset Value Per Share

31 May 2023 31 May 2022

Net assets attributable in £’000 2,450,072 2,427,464

Ordinary shares 529,893,457 537,493,640

Net asset value per ordinary share 462.37p 451.63p

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18 Subsidiaries

The Company has formed three wholly owned subsidiaries, to provide security for financial

lending arrangements.

Pantheon International Holdings LP (“PIH LP”) was incorporated on 29 March 2021 with a

registered address in the State of Delaware (National Registered Agents, Inc., 209 Orange

Street, Wilmington, Delaware 19801), and is wholly owned by the Company.

The Company holds an investment in PIH LP, which itself holds a basket of investments, rather

than to carry out business on the Company’s behalf. Investments held within PIH LP are based

on the fair value of the investments held in those entities. On 31 December 2021, the Company

transferred several investments, at a fair value of £627.14m, to its wholly owned subsidiary

PIHLP in order to provide security for the £500m multi-currency facility agreed 2 August

2022. On 1 October 2022, the Company transferred one further investment, at a fair value of

£3.10m. The aggregate amount of its capital and reserves as at 31 May 2023 is £995,928,000

(2022: £820,800,000) and the profit or loss for the period ended 31 May 2023 is £3,491,000

(2022: £164,000).

The General Partner for PIH LP is Pantheon International Holdings GP (“PIH GP”) Limited.

Incorporated on 17 March 2021 with a registered address c/o Maples Corporate Services

Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and is wholly

owned by the Company. The aggregate amount of its capital and reserves as at 31 May 2023

is £1 (2022: £1) and the profit or loss for the period ended 31 May 2023 is £nil (2022: £nil).

The General Partner and the Limited Partner, formed an exempted limited partnership, named

Pantheon International Holdings GP LP, incorporated on 17 March 2021 with a registered

address c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,

KY1-1104, Cayman Islands. The Company holds an investment in PIH GP LP.

Any investments made by the Company into PIH LP, generally invest at 99% directly into

PIHLP, with the remaining 1% investing into PIH GP LP. PIH GP LP will then, in turn, wholly

invest those funds into PIH LP, so no funds remain in PIH GP LP.

In accordance with FRS 102, the Company is exempted from the requirement to prepare

consolidated financial statements on the grounds that its subsidiary PIH LP is held exclusively

with a view to a subsequent resale as it is considered part of an investment portfolio and PIH

GP LP and PIH GP are not material. Therefore, the Company has no requirement to prepare

consolidated accounts, and therefore the subsidiaries noted above are held as investments

recognised at fair value through profit or loss.

19 Reconciliation of Return Before Financing Costs and Taxation to Net

Cash Flow from Operating Activities

31 May 2023

£’000

31 May 2022

£’000

Return before finance costs and taxation 50,141 579,639

Withholding tax deducted (1,494) (3,075)

Gains on investments (50,885) (570,049)

Currency gains on cash and borrowings (9,179) (19,564)

Increase in creditors 394 483

Increase in other debtors (147) (29)

(Reduction)/gain of financial liabilities at fair value

through profit or loss (ALN) (3,384) 3,428

Expenses and taxation associated with the ALN (435) (1,283)

Net cash outflow from operating activities (14,989) (10,450)

Notes to the Financial Statements

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Notes to the Financial Statements

20 Contingencies, Guarantees and Financial Commitments

At 31 May 2023, there were financial commitments outstanding of £857m (31 May 2022:

£755m) in respect of investments in partly paid shares and interests in private equity funds.

We expect 21% of the financial commitments outstanding to be called within the next

twelvemonths.

Further detail of the available finance cover is provided in Note 21.

21 Analysis of Financial Assets and Liabilities

The primary investment objective of the Company is to seek to maximise long-term capital

growth for its shareholders by investing in funds specialising in unquoted investments,

acquiring unquoted portfolios and participating directly in private placements. Investments

are not restricted to a single market but are made when the opportunity arises and on an

international basis.

The Company’s financial instruments comprise securities and other investments, cash

balances and debtors and creditors that arise from its operations, for example sales and

purchases awaiting settlement and debtors for accrued income.

The principal risks the Company faces in its portfolio management activities are:

– liquidity/marketability risk;

– interest rate risk;

– market price risk; and

– foreign currency risk.

The Manager only holds cash at banks with high credit ratings, therefore the Company has

little exposure to credit risk. The Manager monitors the financial risks affecting the Company

on a daily basis and the Directors regularly receive financial information, which is used to

identify and monitor risk.

In accordance with FRS 102 an analysis of financial assets and liabilities, which identifies

therisk to the Company of holding such items, is shown further on in this Note.

Liquidity Risk

Due to the nature of the Company’s investment policy, the largest proportion of the portfolio is

invested in unquoted securities, many of which are less readily marketable than, for example,

“blue-chip” UK equities. The Directors believe that the Company, as a closed-end fund with

nofixed wind-up date, is ideally suited to making long-term investments in instruments with

limited marketability. The investments in unquoted securities are monitored by the Board on

aregular basis.

There are times when opportunities for the Company to acquire secondary unquoted portfolios

of interests or co-investments may be limited due to the cyclical nature of their occurrence. As a

result, at times of low investment opportunity, some funds may be held on deposit or invested

in gilts and other fixed interest government bonds. It is the nature of investment in private

equity that a commitment (see Note 20 for outstanding commitments as at 31 May 2023) to

invest will be made and that calls for payments will then be received from the unlisted investee

entity. These payments are usually on an ad-hoc basis and may becalled at any instance over

a number of years. The Company’s ability to meet these commitments is dependent upon it

receiving cash distributions from its private equity investments and, to the extent these are

insufficient, on the availability of financing facilities.

On 2 August 2022, the Company had agreed a new five-year £500m multi-tranche,

multi-currency revolving credit facility agreement arranged by Credit Suisse AGLondon

Branch, Lloyds Bank Corporate Markets plc and State Street Bank International GmbH.

TheLoan Facility, which replaced the £300m loan facility agreement, which was due to expire

in May 2024, is comprised of facilities amounting to $512.9m and €89.2m and secured by

certain assets of the Company. The facility will expire in July 2027 with an ongoing option to

extend, by agreement, the maturity date by another year at a time. The facility has a blended

commitment fee of 0.95% per annum on available commitment and pricing equivalent to the

relevant benchmark rate plus 2.350% to 2.575% depending on utilisation.

The principal covenants that apply to the loan facility require:

(i) that gross borrowings do notexceed 34% of the borrowing base;

(ii) that gross borrowings do not exceed 45% of the adjusted borrowing base in the first year

ofthe facility, and 40% thereafter; and

(iii) the liquidity ratio does not exceed 3.0x undrawn commitments.

Total available financing as at 31 May 2023 stood at £554m (31 May 2022: £528m), comprising

£63m (31 May 2022: £227m) in cash balances and £491m (31 May 2022: £301m) (sterling

equivalent) in undrawn bank facilities. The available financing along with the private equity

portfolio exceeded the outstanding commitments by 3.7 times (31 May 2022: 4.0 times)

(which now excludes any outstanding commitments relating to funds outside their investment

period (>13 years old) as there is a low likelihood of these being drawn).

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21 Analysis of Financial Assets and Liabilities (continued)

Interest Rate Risk

The Company may use gearing to achieve its investment objectives and manage cash flows and uses a multi-currency revolving credit facility for this purpose.

Interest on the revolving credit facility is payable at variable rates determined subject to drawdown. Variable rates are defined as relevant benchmark rates plus 2.350% to 2.575%, dependent on

the currency drawn. The interest rate is then fixed for the duration that the loan is drawn down. At 31 May 2023, there was the sterling equivalent of £nil funds drawn down on the loan facilities

(31 May 2022: £nil). Ablended commitment fee of 0.95% per annum is payable in respect of the amounts available for drawdown in each facility.

Non-interest Rate Exposure

The remainder of the Company’s portfolio and current assets are not subject to interest rate risks.

Financial assets for 2023 and 2022 consisted of investments, cash and debtors (excluding prepayments). As at 31 May 2023, the interest rate risk and maturity profile of the Company’s

financial assets was as follows:

31 May 2023

Total

£’000

maturity

date

£’000

Matures

within

1 year

£’000

Matures

after

1 year

£’000

Fixed interest

average

interest rate

Fair value no interest rate risk financial assets

Sterling 1,043,630 1,043,630 – – –

US dollar 1,171,627 1,171,627 – – –

Euro 240,745 240,745 – – –

Other 29,362 29,362 – – –

2,485,364 2,485,364 – – –

The interest rate and maturity profile of the Company’s financial assets as at 31 May 2022 was as follows:

31 May 2022

Total

£’000

maturity

date

£’000

Matures

within

1 year

£’000

Matures

after

1 year

£’000

Fixed interest

average

interest rate

Fair value no interest rate risk financial assets

Sterling 891,350 891,350 – – –

US dollar 1,262,083 1,262,083 – – –

Euro 269,786 269,786 – – –

Other 47,4 46 47,4 46 – – –

2,470,665 2,470,665 – – –

Notes to the Financial Statements

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Notes to the Financial Statements

21 Analysis of Financial Assets and Liabilities (continued)

Financial Liabilities

At 31 May 2023, the Company had drawn the sterling equivalent of £nil (31 May 2022: £nil)

ofits new £500m multi-currency credit facility, expiring July 2027. Interest is incurred at a

variable rate as agreed at the time of drawdown and is payable at the maturity date of each

advance. At the year end, interest of £nil (31 May 2022: £nil) was accrued as the facilities

wereunutilised.

At 31 May 2023 and 31 May 2022, other than the ALN, all financial liabilities were due

withinone year and comprised short-term creditors. The ALN is repayable by no later than

31 August 2027.

Market Price Risk

The method of valuation of the fixed asset investments is described in Note 1(D) on page 156.

The nature of the Company’s fixed asset investments, with a high proportion of the portfolio

invested in unquoted securities, means that the investments are valued by the Directors after

due consideration of the most recent available information from the underlying investments.

PIP’s portfolio is well diversified by the sectors in which the underlying companies operate.

This sectoral diversification helps to minimise the effects of cyclical trends within particular

industry segments.

If the investment portfolio fell by 20% from the 31 May 2023 valuation, with all other variables

held constant, there would have been a reduction of £483,524,000 (31 May 2022: £447,722,000)

in the return before taxation. An increase of 20% would have increased the return before

taxation by an equal and opposite amount.

Foreign Currency Risk

Since it is the Company’s policy to invest in a diverse portfolio of investments based in a

number of countries, the Company is exposed to the risk of movement in a number of foreign

exchange rates. A geographical analysis of the portfolio and hence its exposure to currency

risk is given on pages 34 and 46 and in Note 9b. Although it is permitted to do so, the Company

did not hedge the portfolio against the movement in exchange rates during the financial

period.

The investment approach and the Manager’s consideration of the associated risk are

discussed in further detail in the Strategic Report on pages 3 to 54 and the Manager’s Review

onpages 56 to 119.

The Company settles its transactions from its bank accounts at an agreed rate of exchange

atthe date on which the bargain was made. As at 31 May 2023, realised exchange losses of

£31,000 (31 May 2022: realised exchange losses of £145,000) and realised gains relating to

currency of £9,210,000 (31 May 2022: realised gains of £19,709,000) have been taken to the

capital reserve.

The Company’s exposure to foreign currency excluding private equity investments is shown

below. In relation to this exposure, if the sterling/dollar and sterling/euro exchange rate had

reduced by 10% from that obtained at 31 May 2023, it would have the effect, with all other

variables held constant, of increasing equity shareholders’ funds by £7,065,000 (31 May 2022:

£21,936,000). If there had been an increase in the sterling/dollar and sterling/euro exchange

rate of 10% it would have the effect of decreasing equity shareholders’ funds by £5,780,000

(31 May 2022: £17,948,000). The calculations are based on the financial assets and liabilities

and the exchange rate as at 31 May 2023 of 1.2394 (31 May 2022: 1.26) sterling/dollar and

1.16265 (31May 2022: 1.17625) sterling/euro. The Company’s investment currency exposure

is disclosed in Note 9b.

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21 Analysis of Financial Assets and Liabilities (continued)

An analysis of the Company’s exposure to foreign currency is given below:

31 May 2023

Assets

£’000

31 May 2023

Liabilities

£’000

31 May 2022

Assets

£’000

31 May 2022

Liabilities

£’000

US dollar 53,801 478 176,090 497

Canadian dollar 32 – 1,375 –

Euro 10,321 59 22,036 201

Swedish krone 768 – 240 –

Norwegian krone – – 136 –

Australian dollar 1,441 – 13,236 –

66,363 537 213,113 698

Fair Value of Financial Assets and Financial Liabilities

Investments of the Company are held at fair value. All other financial assets are held at cost, which is an approximation of fair value. Other than the ALN, the financial liabilities are held at

amortised cost, which is not materially different from fair value.

Managing Capital

The Company’s equity comprises ordinary shares as described in Note 15. Capital is managed so as to maximise the return to shareholders while maintaining a capital base that allows the

Company to operate effectively in the marketplace and sustain future development of the business.

As at 31 May 2023 and 31 May 2022, the Company had bank debt facilities to increase the Company’s liquidity. Details of available borrowings at the period end can be found earlier in this Note.

The Company’s assets and borrowing levels are reviewed regularly by the Board of Directors with reference to the loan covenants.

The Company’s capital requirement is reviewed regularly by the Board of Directors.

Notes to the Financial Statements

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22 Transactions with the Manager and Related Parties

The amounts paid to the Manager, together with the details of the Investment Management

Agreement, are disclosed in Note 3.

The Company’s related parties are its Directors. The Fees paid to the Company’s Board

aredisclosed in the Directors’ Remuneration Report on pages 138 to 140. The Company’s

National Insurance contribution in relation to Directors’ remuneration is disclosed in

Note 4. Amounts outstanding for Directors’ Fees as at 31 May 2023 amount to £45,000

(2022:£57,000).

The Company also has three wholly owned subsidiaries. Please see Note 18 for further details.

There are no other identifiable related parties at the year end.

23 Post Balance Sheet Events

There are no post balance sheet events at the year end.

Notes to the Financial Statements

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AIFMD Disclosures 178

Alternative Performance Measures 180

Glossary of Terms 184

Directors and Advisers 186

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AIFMD Disclosures

The Company is an alternative investment fund (“AIF”) for the purposes of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”), and the Manager was

appointed as its alternative investment fund manager (“AIFM”) for the purposes of the AIFMD with effect from 21 July 2014. The Manager is a “full scope” AIFM for the purposes of the AIFMD.

The AIFMD requires certain disclosures to be made in the Annual Report of the Company. Many of these disclosures were already required bythe Listing Rules and/or UK Accounting

Standards, and these continue to be presented in other sections of the Annual Report, principally the Strategic Report (pages 3 to 54), the Manager’s Review (pages 56 to 115) and the

financial statements (pages 151 to 176). Thissection completes the disclosures required by the AIFMD.

Assets subject to special arrangements

The Company holds no assets subject to special arrangements arising from their illiquid nature.

Remuneration disclosure

The total number of staff of the Manager for the period ended 31 May 2023, including staff remunerated by affiliates of the Manager, was approximately 450, of which 8 were senior

management or other members of staff whose actions have a material impact on the risk profile ofthe Company (“identified staff”).

The total remuneration paid by the Manager and its affiliates to staff of the Manager in respect of the financial year ended 31 May 2023 attributable to work relating to the Company was

as follows:

12 months to 31 May 2023 12 months to 31 May 2022

Fixed

£’000

Variable

£’000

Total

£’000

Fixed

£’000

Variable

£’000

Total

£’000

Senior management 459 634 1,094 518 795 1,313

Staff 1,643 933 2,576 1,727 1,062 2,789

Total staff 2,102 1,567 3,670 2,245 1,857 4,102

Identified staff 293 555 848 322 434 756

No carried interest was paid in respect of the Company during the year.

The above disclosures reflect only that element of the individuals’ remuneration which is attributable to the activities of the Manager relating to the Company. It is not possible to attribute

remuneration paid to individual staff directly to income received from any fund and hence the above figures represent a notional approximation only calculated by reference to the assets under

management of the Company as a proportion of the total assets under management of the Pantheon Group.

In determining the remuneration paid to its staff, the Manager takes into account a number of factors including the performance of the Company, the Manager and each individual member of

staff. These factors are considered over a multi-year framework and include whether staff have met the Manager’s compliance standards. In addition, the Manager seeks to ensure that its

remuneration policies and practices align financial incentives for staff with the risks undertaken and results achieved by investors, for example by ensuring that a proportion of the variable

income received by identified staff is deferred for a period of at least three years.

Full details of the Pantheon Group’s remuneration policies and practices for staff (which includes the Manager’s staff) can be found at www.pantheon.com.

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Leverage

The AIFMD requires the Manager of the Company to set leverage limits for the Company.

For the purposes of the AIFMD, leverage is any method by which the Company’s exposure is

increased, whether through the borrowing of cash or by the use of derivatives or by any other

means. The AIFMD requires leverage to be expressed as a ratio between the Company’s

exposure and its net asset value and prescribes twomethodologies, the gross method and

the commitment method (as set out in Commission Delegated Regulation No. 231/2013),

forcalculating such exposure.

The following leverage limits have been set for the Company:

(i) Borrowings shall not exceed 100% of the Company’s net asset value or such lower

amount as is agreed from time to time with the Company’s lenders.

(ii) Leverage calculated as the ratio between the exposure of the Company calculated in

accordance with the gross method referred to above and its net asset value shall not

exceed 200%.

(iii) Leverage calculated as the ratio between the exposure of the Company calculated in

accordance with the commitment method referred to above, and its net asset value

shall not exceed 200%.

Using the methodologies prescribed under the AIFMD, the Company’s leverage ratio as at

31 May 2023 is shown below:

Gross

method

Commitment

method

Leverage ratio 99% 101%

There have been no changes to the maximum level of leverage which the Manager may

employ on behalf of the Company during the financial year to 31 May 2023. There are no

collateral or asset reuse arrangements in place as at the year end.

Risk profile and risk management

The principal risks to which the Company is exposed and the approach to managing those

risks are set out in the Strategic Report (pages44to48) and also in Note 21 of the financial

statements (pages 172 to 175). The investment restrictions which seek to mitigate some

ofthose principal risks in relation to the Company’s investment activities are set out in the

investment policy (page 42) and under “Board responsibilities and relationship with the

Manager” in the Statement on Corporate Governance (page 130). Additionally, the individual

counterparty exposure limit for deposits with each of the Company’s bank counterparties has

been set at £70m or the equivalent in foreign currencies. The Manager’s risk management

system incorporates regular review of the principal risks facing the Company and the

investment restrictions applicable to the Company. The Manager has established appropriate

internal control processes to mitigate the risks, including those described in the “Mitigation”

column in the “Risk Management and Principal Risks” section of the Strategic Report

(pages 4 4 to 48). These investment restrictions have not been exceeded in the financial

year to 31 May 2023.

Article 23(1) disclosures to investors

The AIFMD requires certain information to be made available to investors in the Company

before they invest and requires that material changes to this information be disclosed in

the Annual Report of the Company. The information required to be disclosed is contained

in the document “Information for Investors”, which is available on the Company’s website

at www.piplc.com.

There have been no material changes to this information requiring disclosure.

AIFMD Disclosures

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Other Information

Alternative Performance Measures

We assess our performance using a variety of measures that are not specifically defined

under IFRS and are therefore termed Alternative Performance Measures or “APMs”.

The APMs that we use may not be directly comparable with those used by other companies.

The APMs used by the Company are defined below.

AIC ongoing charges

Annualised operating costs, excluding performance fees, financing costs and taxes, as a

percentage of the average month-end NAV over the year.

Page

31 May

2023

£’000

31 May

2022

£’000

Investment management fees 159 27,707 23,115

Lookthrough charges 1,303 862

Other expenses 160 2,059 1,274

Total expenses 31,069 25,251 (a)

Average month-end NAV 2,490,134 2,195,124 (b)

AIC ongoing charges 1.25% 1.15% (a/b) x 100

Net available cash

Cash and net current assets (liabilities) less next ALN repayment (see Notes 12 and 13).

Available financing

Sum of available cash and undrawn loan facility.

Page

31 May

2023

£m

31 May

2022

£m

Available cash 172 63 227 (a)

Undrawn loan facility 172 491 301 (b)

Available financing 554 528 (a + b)

Capital call

Call to limited partners (“LPs”) to pay in a portion of the LPs’ committed capital when the

general partner (“GP”) has identified a new investment for purchase.

Page

31 May

2023

£m

31 May

2022

£m

Acquisitions at cost 163 289 980 (a)

Recallable distributions (20) (25) (b)

Amount drawn for new commitments (190) (160) (c)

ALN share of calls 1 – (d)

PIH LP Investment (191) (720) (e)

Investments made through PIH LP 266 112 (f)

Capital calls 155 187 (a + b + c +

d + e + f)

Capital call rate

Capital calls in the period divided by opening undrawn commitments.

Page

31 May

2023

£m

31 May

2022

£m

Capital calls 29 155 187 (a)

Opening undrawn commitments 755 528 (b)

Capital call rate 21% 35% (a/b) x 100

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Distribution

Cash or stock returned to the LPs after the fund has exited from an investment by selling it, or

from distributions received before a sale. Excludes such proceeds received relative to the

portion of the portfolio attributable to the ALN.

Page

31 May

2023

£m

31 May

2022

£m

Disposal of investments 163 161 1,025 (a)

Investment income received 151 18 19 (b)

Recallable distributions (20) (25) (c)

Withholding tax deducted (1) (3) (d)

ALN share of distributions (5) (11) (e)

Transferred investments to PIH LP 163 (3) (627) (f)

Disposals of investments received

through PIH LP 73 41 (g)

Distributions from PIP's portfolio 223 419 (a + b + c +

d + e + f + g)

Distribution rate

Distributions for the period divided by opening portfolio value.

Page

31 May

2023

£m

31 May

2022

£m

Distributions from PIP’s portfolio 223 419 (a)

Opening investments at fair value 153 2,239 1,714 (b)

ALN share of opening investments (39) (47) (c)

Opening portfolio value

(excluding the ALN) 2,200 1,667 (d) = (b + c)

Distribution rate from PIP’s portfolio 10% 25% (a/d) x 100

Financing cover

Ratio of available cash, private equity assets and undrawn loan facility to outstanding

commitments. Future calls from outstanding commitments are expected to be funded from

future distributions realised from the existing private equity assets portfolio, in addition to

distributions realised from future investments.

Page

31 May

2023

£m

31 May

2022

£m

Available financing 180 554 528 (a)

Investments at fair value 153 2,418 2,239 (b)

Total 2,972 2,767 (c) = (a + b)

Outstanding undrawn commitments

(excluding those outside their

investment period) 809 698 (d)

Financing cover 3.7x 4.0x (c/d)

31 May 2022 previously reported financing cover of 3.7x. The basis of calculation now

excludes any outstanding commitments relating to funds outside their investment period (>13

years old) as there is a low likelihood of these being drawn. This amounted to £48.2m as at 31

May 2023 and £57.1m as at 31 May 2022.

Net portfolio cash flow

Income and capital distributions received from funds following exit realisations less capital

calls made to finance investments or expenses.

Page

31 May

2023

£m

31 May

2022

£m

Distributions from PIP’s portfolio 29 223 419 (a)

Capital calls 29 155 187 (b)

Net portfolio cash flow 68 232 (a - b)

Alternative Performance Measures

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Alternative Performance Measures

Portfolio investment return

Total movement in the valuation of the underlying funds and companies comprising the

portfolio, expressed as a percentage of opening portfolio value. Foreign exchange effects

andother expenses are excluded from the calculation. The figure excludes returns

attributableto the ALN. A reconciliation of the return after taxation to the portfolio

valuationmovement is shown below.

Page

31 May

2023

£m

31 May

2022

£m

Return after taxation

(per Income Statement)

151 42 573 (a)

Adjusted for non-portfolio income

and expenses

– Investment management fees 151 28 23 (b)

– Other expenses 151 4 3 (c)

– Interest payable and similar expenses 151 6 4 (d)

– Other income (1) – (e)

– Portfolio and other FX * (3) (166) (f)

Portfolio valuation movement 76 437 (g) = (a + b +

c + d + e + f)

Opening investments at fair value 153 2,239 1,714 (h)

ALN share of opening investments (39) (47) (i)

Opening portfolio value

(excluding the ALN)

2,200 1,667 (j) = (h + i)

Portfolio investment return 3.5% 26.2% (g/j) x 100

* Includes £-11m of FX on the portfolio excluding the ALN (2022: (£169m)).

Sample calculations and disclosures

The sample buyout figures for the 12 months to 31 December 2022 were calculated using all

the information available to the Company. The figures are based on unaudited data. MSCI data

was sourced from Bloomberg.

Revenue and EBITDA

The revenue and EBITDA figures were based upon the last 12 months to 31 December 2022

or, where not available, the closest annual period disclosed, and provide coverage of 77%

and 77% (12 months to 2021: 82% and 81%) for revenue and EBITDA growth respectively

ofPIP’s buyout portfolio. Individual company revenue and EBITDA growth figures were

capped if in excess of -100% and +100% to avoid distortions from large outliers. Sample data

for 2016–2022 is based on the same methodology and provides coverage of 45%–75% of

theportfolio in each year.

Valuation multiple and debt multiple

Enterprise value is defined as equity value plus net debt. The net debt and enterprise value

figures were based on underlying valuations as at 31 December 2022, or the closest disclosed

period end. The valuation multiple sample covers approximately 54% (December 2021: 65%)

of PIP’s buyout portfolio. The debt multiple sample covers approximately 45% (December

2021: 52%) of PIP’s buyout portfolio.

Cost multiple

The cost multiple data on page 83 is based on a sample that represented approximately

52%by value of proceeds from exit realisations for the year to 31 May 2023. The data covers

primary investments and co-investments, and is based upon gross cost multiples available at

the time of the distribution.

Uplift

Realisation events are classified as exit realisations when proceeds equate to at least 80% of

total investment value and once confirmation of exit realisation is received from the underlying

private equity manager. Uplift on full exit compares the value received upon realisation against

the investment’s carrying value 12 months prior to the transaction taking place. The analysis

on page 82 only includes exit realisations that occurred during the period and disregards the

impact of any proceeds received outside the 12-month period covered in the uplift analysis.

The data in the sample represents 100% (2022: 100%) of proceeds from exit realisations and

61% (2022: 87%) of distributions received during the period.

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Total ongoing charges

Annualised operating costs, including financing costs and any performance fees charged by

Pantheon but excluding taxes, expressed as a percentage of the average month-end NAV over

the year.

Page

31 May

2023

£’000

31 May

2022

£’000

Investment management fees 159 27,707 23,115

Performance fee payable to Pantheon – –

Lookthrough charges 159 1,303 862

Other expenses 151 2,059 1,274

Interest payable and similar expenses 151 6,366 3,967

Total expenses and financing costs 37,4 35 29,218 (a)

Average month-end NAV 2,490,134 2,195,124 (b)

Total ongoing charges 1.50% 1.33% (a/b) x 100

Liquidity & undrawn coverage ratio

Ratio of available financing and 10% of private equity assets to undrawn commitments. Under

the terms of its loan facility, in order to make additional undrawn commitments, PIP is required

to maintain a liquidity ratio at least 33%.

Page

31 May

2023

£m

31 May

2022

£m

Available financing 180 554 528 (a)

Investments at fair value @ 10% 153 242 224 (b)

Total 796 752 (c) = (a + b)

Outstanding undrawn commitments 857 755 (d)

Liquidity ratio 93% 100% (c/d) x 100

Outstanding undrawn commitments

(excluding those outside their

investment period)

809 698 (e)

Undrawn coverage ratio

98% 108% (c/e) x 100

1 The basis of calculation for the undrawn coverage ratio excludes any outstanding commitments relating to funds

outside their investment period (>13 years old) as there is a low likelihood of these being drawn. This amounted to

£48.2m as at 31 May 2023 and £57.1m as at 31 May 2022.

Alternative Performance Measures

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Glossary of Terms

AIFMD

Alternative Investment Fund Managers Directive.

Asset Linked Note (“ALN”)

Unlisted, subordinated note due August 2027, the repayment and the performance of which

are linked to a reference portfolio consisting of older vintage funds. The holder of the ALN

has rights to receive c.75% of net cash flows arising from the reference portfolio prior to the

repayment of any outstanding balance in August 2027.

Buyout funds

Funds that acquire controlling interests in companies with a view towards later selling those

companies or taking them public.

Carried interest

Portion of realised investment gains payable to the General Partner as a profit share.

Co-investment

Direct shareholding in a company by invitation alongside a private equity fund.

Commitment

The amount of capital that each Limited Partner agrees to contribute to the fund when and as

called by the General Partner.

Debt multiple

Ratio of net debt to EBITDA.

Deleverage

A reduction in a companies total debt.

Dry powder

Capital raised and available to invest but not yet deployed.

Earnings before interest, taxes, depreciation andamortisation(“EBITDA”)

A measure of earnings before interest and taxes that excludes non-cash expenses. Valuation

methods are commonly based on a comparison of private and public companies’ value as a

multiple of EBITDA.

Enterprise value

The sum of a company’s market capitalisation and net debt (net debt equals debt less cash

and cash equivalents).

Exit

Realisation of an investment usually through trade sale, sale by public offering (including IPO),

or sale to a financial buyer.

Expense charge

A pro rata share of the Company’s Total Ongoing Charges allocated to the ALN, reducing each

quarterly payment. This is deducted from Other Expenses through the revenue account of the

Income Statement.

Feeder fund

An investment vehicle, often a limited partnership, that pools capital commitments of

investors and invests or “feeds” such capital into an umbrella fund, often called a master fund

(“Master”), which directs and oversees all investments held in the Master portfolio.

Fund-of-funds

Private equity fund that invests in a portfolio of several private equity funds to achieve,

compared with a direct investment fund, a broader diversification of risk, including individual

private equity manager risk.

Fund management fee

Annual fee, typically charged by the GP as a percentage of LP commitments to the fund during

the investment period and attenuating thereafter, intended to cover the costs of running and

administering a fund.

General Partner (“GP”)

The entity managing a private equity fund that has been established as a limited partnership,

also commonly referred to as the private equity fund manager.

Initial public offering (“IPO”)

The first offering by a company of its own shares to the public on a regulated stock exchange.

Internal rate of return (“IRR”)

The IRR, a common measure of private equity performance, is calculated as an annualised

compounded rate of investment return based on the timing and quantity of cash flows.

Investment period

Period, typically five years, during which the GP is permitted to make new investments.

J-curve

Refers to the tendency of private equity funds to experience capital outflows and negative

returns in early years, and cash flow distributions and investment gains in later years as

portfolio companies mature and are exited.

Limited Partner (“LP”)

An institution or individual who commits capital to a private equity fund established as a

limited partnership. Limited Partners are generally protected from legal actions and any

losses beyond their original commitment to the fund.

2023Annual Report and AccountsPantheon International Plc 185

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Other Information

Liquidation

The sale of all remaining assets of a fund prior to its final cessation of operations.

Manager-led secondary

Purchase of an interest in a portfolio company alongside a private equity manager, where

the manager is seeking to extend the investment holding period in order to participate in the

company’s next phase of growth.

Market capitalisation

Share price multiplied by the number of shares outstanding.

Multiple of invested capital (“MOIC” or cost multiple)

A common measure of private equity performance, MOIC is calculated by dividing the fund’s

cumulative distributions and residual value by the paid-in capital.

Net asset value (“NAV”)

Amount by which the value of assets of a fund exceeds liabilities, reflecting the value of an

investor’s attributable holding.

Net available cash

Cash and net current assets (liabilities) less next ALN repayment.

Paid-in capital

Cumulative amount of capital that has been called.

Portfolio company

A company that is an investment within a private equity fund.

Portfolio investment return

Total movement in the valuation of the underlying funds and companies comprising the portfolio,

expressed as a percentage of opening portfolio value. Foreign exchange effects and other

expenses are excluded from the calculation. The figure excludes returns attributable to the ALN.

Primaries

Commitments made to private equity funds at the time such funds are formed.

Private equity

Privately negotiated investments typically made in non-public companies.

Reference portfolio

As defined under the terms of the ALN, a subset of PIP’s private equity portfolio assets,

substantially comprising the Company’s oldest funds (2006 and earlier vintages).

Secondaries

Purchase of existing private equity fund or company interests and commitments from an

investor seeking liquidity in such funds or companies.

Share buyback

A share buyback is where a company purchases its own shares from the market. This can be

done for several reasons, such as returning surplus cash to shareholders, taking advantage of

wide discounts in share prices to net asset values or providing liquidity to existing shareholders.

Share cancellation

Share cancellations refer to the process of reducing the number of shares outstanding.

Listedcompanies may cancel shares following a share buyback or to effect share capital

reduction and share forfeitures.

Share price premium (discount)

Occurs when a company’s share price is higher (lower) than the NAV per share.

Special situations

Special situations investments can include distressed debt, mezzanine, energy/utilities and

turnarounds.

Undrawn or outstanding commitments

Capital that is committed but is still to be drawn down by the GP for investment.

Uplift on exit

Increase in value received upon exit realisation of an investment relative to its carrying value

12 months prior to realisation.

Valuation multiples

Multiple of earnings (typically EBITDA or net income) or revenue applied in valuing a business

enterprise.

Venture capital

Investment in early and development-stage companies, often used to finance technological

product and market development.

Vintage

The year in which a private equity fund makes its first investment.

Weighted average fund age

Average fund age for the portfolio is weighted by the fund’s respective closing net asset

values. Fund age refers to the number ofyears since a private equity fund’s first investment.

Glossary of Terms

2023Annual Report and AccountsPantheon International Plc 186

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Other Information

Directors and Advisers

Directors

John Singer CBE (Chair)

John Burgess

Zoe Clements

David Melvin

Dame Susan Owen DCB

Mary Ann Sieghart

Rahul Welde

Manager

Pantheon Ventures (UK) LLP

Authorised and regulated by the FCA

10 Finsbury Square

4th Floor

London

EC2A 1AF

Email: pip.ir@pantheon.com

PIP website: www.piplc.com

LinkedIn: www.linkedin.com/company/pantheon-international-plc

Pantheon website: www.pantheon.com

Secretary and registered office

Link Alternative Fund Administrators Limited

Link Group

Broadwalk House

Southernhay West

Exeter

EX1 1TS

Auditor

Ernst & Young LLP

25 Churchill Place

London

E14 5EY

Broker

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

J.P. Morgan Cazenove

25 Bank Street

London

E14 5JP

Depositary

BNP Paribas Trust Corporation UK Limited

10 Harewood Avenue

London

NW1 6AA

Registrar

Link Market Services

Central Square

29 Wellington Street

Leeds

LS1 4DL

Solicitors

Morgan, Lewis & Bockius UK LLP

Condor House

5–10 St Paul’s Churchyard

London

EC4M 8AL

Communications Adviser

Monfort Communications

2nd Floor

Berkeley Square House

Berkeley Square

London

W1J 6BD

Solicitors

Morgan, Lewis & Bockius UK LLP

Condor House

5–10 St Paul’s Churchyard

London

EC4M 8AL

Communications Adviser

Monfort Communications

2nd Floor

Berkeley Square House

Berkeley Square

London

W1J 6BD

Designed and produced by Friend

www.friendstudio.com

Electronic communications from the Company

Shareholders now have the opportunity to be notified by email when

the Company’s Annual Reports, Notices of Meetings and other formal

communications are available on the Company’s website, instead of

receiving printed copies by post. This has environmental benefits due to

the reduction of paper, printing, energy and water usage, as well as

reducing costs to the Company. Ifyou have not already elected to receive

electronic communications from the Company and wish to do so, visit

www.signalshares.com. To register, you will need your investor code,

which can be found on your share certificate.

Alternatively, you can contact Link’s Customer Support Centre, which is

available to answer any queries you have in relation to your shareholding:

By phone: call +44 (0)371 664 0300. Calls from outside the UK will be

charged at the applicable international rate. Link is open between 09:00 and

17:30, on Monday to Friday (excluding public holidays in England and Wales).

By email: shareholder.enquiries@linkgroup.co.uk

By post: Link Group, Central Square, 29 Wellington Street,

Leeds, LS1 4DL, UK

Pantheon

International Plc

10 Finsbury Square

4th Floor

London

EC2A 1AF

United Kingdom

Telephone

+44 (0)20 3356 1800

E-mail

pip.ir@pantheon.com

Website

www.piplc.com

Registered in England

number: 02147984

A member of the Association

of Investment Companies