Proactive, responsible, long-term performance. Pantheon International Plc Annual Report and Accounts 2021 Strategic Report Manager’s Review Governance Financial Statements Other Information 01 Contents At a glance as at 31 May 2021 About PIP Strategic Report 01 Governance 78 At a glance 02 Board of Directors 80 Share price increase Why choose us? 04 Directors’ Report 82 31.7% in the year Chairman's statement 10 Statement on Corporate Governance 86 PIP makes the private, Q&A with John Burgess and John Singer 14 Audit Committee Report 92 Market Our business model 18 Directors' Remuneration report 95 £1.5bn capitalisation Our strategy 20 Directors’ Responsibility Statement 99 public Key performance indicators 24 Independent Auditor’s Report to the NAV per Responsible investment and ESG 26 Members of Pantheon International Plc 100 share growth 19.6% Pantheon International Plc (“PIP” or the “Company”) is a listed Financing our undrawn commitments 32 in the year Financial Statements 106 FTSE 250 private equity investment trust, overseen by an Risk management and principal risks 34 Income Statement 108 Average s172(1) statement 38 independent Board of Directors and managed by Pantheon, Statement of Changes in Equity 109 annual NAV Viability statement 40 +11.8% Balance Sheet 110 growth since one of the leading private equity investment managers globally. Investment policy 41 1987 Cash Flow Statement 111 Firms backed by private equity are all around us, making up a Manager’s Review 42 Notes to the Financial Statements 112 Net asset dynamic and growing market. For many people, this exciting Performance 44 Other Information 128 value Portfolio 46 £1.9bn sector can appear to be inaccessible. But with just one PIP AIFMD Disclosures 130 Our market 47 Alternative Performance Measures 132 AIC ongoing share, investors can access a high quality, actively managed Sector themes 50 1 Glossary of Terms 136 1.22% charges and diversified portfolio of private equity assets. Distributions 54 Directors and Advisers 138 Calls 62 Pantheon's responsible, transparent and collegiate culture is one New commitments 63 Retail investors advised by independent financial advisers of the reasons why PIP has such an outstanding 33-year track Buyout analysis 70 The Company currently conducts its affairs so that its shares can be recommended by record. It is also down to having the right skills, experience and Other information 71 independent financial advisers to retail private investors in accordance with the FCA’s rules relationships built up over many years. We believe that taking a Key Pantheon personnel supporting PIP 76 in relation to non-mainstream investment products. The shares are excluded from the FCA’s restrictions which apply to non-mainstream long-term and ethical view leads to better outcomes, whatever investment products because they are shares in a UK-listed investment trust. is going on in the world. Privileged access to exciting companies Imperfect Foods Signature Foods ZeniMax Media p.30 p.56 p.59 Sandaya NAMSA p.53 p.68 1 Including financing costs, PIP's total ongoing charges would be 1.43%. Pantheon International Plc Strategic Report Manager’s Review Governance Financial Statements Other Information 02 Annual Report and Accounts 2021 03 At a glance A straightforward investment, Privileged access to the right companies The dispersion of performance between managers in private equity Pantheon, which has been in business for almost four decades, is much wider than in other asset classes. Therefore, selecting has an extensive network of relationships with private equity and accessing the best private equity managers with robust managers across the world, including invitation-only funds, managed with integrity organisations, proven operational and sector expertise, and a exclusive secondary deals and co-investments with direct sustainable investment strategy is key to achieving success. holdings in attractive private companies. PIP Pantheon PIP is managed by Pantheon, Founded in London in 1982, Pantheon Pantheon provides clients with access to its one of the leading private equity Shareholders investors in the world. serves an institutional client base... global network of relationships… 1 US$65.9bn 680+ DUBLIN Invest via LSE Supervises Assets Under Management clients around BERLIN the world 9 1 SEOUL Award-winning3 PIP PIP Board Pantheon 3 LONDON SAN NEW FRANCISCO YORK 277 TOKYO 36 40 people Manages 5 HONG KONG 9 Pantheon has a strong reputation for BOGOTÁ Putting shareholders first responsible investing and diversity… 4 PIP has an independent board that looks after shareholders’ interests, 4 4 with rigorous systems and processes applied to ensure that the Gender diversity Ethnic diversity relationship with Pantheon is effective and beneficial. Overall Investment Overall workforce6 workforce5 team heads As part of this, the Board of PIP monitors Pantheon’s investment strategy to ensure that it is relevant, adheres to the Company’s investment policy, and is constructed around seeking the best 41% 43% 33% performing assets worldwide that can generate attractive returns over the long term. Women Non-white ethnic Why PIP's structure works background 2 2 2 For the most part, capital in the private equity industry is managed in non-listed structures, typically limited partnerships. Investors wishing c. 9 383 113 >485 10,000 to invest directly in a private equity fund are often expected to lock up offices people investment professionals advisory board private equity managers their capital for at least ten years and many private equity firms only 14 A+ with an aggregate of over seats held in Pantheon’s database accept high minimum commitments to their funds from selected years of UNPRI7 awarded to 1,000 years’ financial investors. Shares in a listed private equity investment trust, such as membership, one Pantheon for services experience PIP, give investors ready access to private equity opportunities. of the first private private equity by For just one share, investors can participate in an actively managed, equity signatories the UNPRI in 2020 globally diversified private equity portfolio. Investors can also benefit 1 As at 31 December 2020. 4 The response rate for our voluntary survey in December 2020 – January 2021 was 73%, from the administrative simplicity and liquidity obtained from being 2 As at 30 June 2021. compared to our 68% response rate in the prior annual survey. able to buy and sell shares trading on a recognised stock exchange. 3 See the Award Methodologies section on Pantheon’s website for details regarding 5 c.1% prefer not to say. In addition, the capital gains that arise are retained within the the awards mentioned above: www.pantheon.com. 6 c.2% prefer not to say. investment trust structure, and are not subject to corporation tax. 7 United Nations Principles for Responsible Investment. Pantheon International Plc Strategic Report Manager’s Review Governance Financial Statements Other Information 04 Annual Report and Accounts 2021 05 WHY CHOOSE US? We think long term, make the right choices and deliver results Our time-tested PERFORMANCE LONG-TERM culture leads to PIP is a FTSE 250 company Our long-term track record speaks for itself: PIP has outperformed the FTSE All-Share strong outcomes and one of the longest and MSCI World since its inception in 1987. established private equity Private equity is the term used for privately negotiated investments typically made in non-public companies. It can be an attractive asset class for a broad range of funds listed on the London investors as it can boost the performance of their investment portfolios. But barriers Stock Exchange. to entry are high and doing it well requires experience and expertise. Annualised performance Since 1 yr 3 yrs 5 yrs 10 yrs inception NAV per share 19.6% 12.6% 14.7% 12.6% 11.8% Ordinary share price 31.7% 10.6% 15.9% 13.4% 11.4% Long-term Responsible FTSE All-Share, Total Return 23.1% 1.9% 7.0% 6.3% 7.5% performance investment MSCI World, Total Return (Sterling) 37.6% 14.9% 16.8% 13.3% 8.6% Thinking long term, making the right A thoughtful ESG approach informs Share price vs. market performance Since choices and delivering results every decision we make 1 yr 3 yrs 5 yrs 10 yrs inception Versus FTSE All-Share, Total Return +8.6% +8.7% +8.9% +7.1% +3.9% Versus MSCI World, Total Return (Sterling) (5.9%) (4.3%) (0.9%) +0.1% +2.8% Performance since inception (re-based to 100) 5,000 Proactive A carefully diversified and actively 4,000 managed portfolio designed to perform well in a range of conditions 3,000 2,000 1,000 0 87 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 20 21 PIP FINANCIAL YEAR NAV PIP Ordinary Share Price MSCI World Total Return (Sterling) FTSE All-Share Total Return Pantheon International Plc Strategic Report Manager’s Review Governance Financial Statements Other Information 06 Annual Report and Accounts 2021 07 Why choose us? Our carefully diversified and PROACTIVE actively managed portfolio is designed to perform well in a range of conditions Deliberate choices have been made to position PIP for the future. PIP’s portfolio is carefully stewarded and has been PIP’s co-investment and single asset secondary actively managed to increase concentration, invest programmes, focus investment activity on mid-market in more direct company holdings, allocate further to and growth opportunities and increase exposure promising industry segments and reduce the maturity to more resilient sectors. This active and flexible