ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 31 JANUARY 2016 JANUARY 31 ACCOUNTS AND REPORT PLC ANNUAL TRUST ENTERPRISE ICG

ENTERPRISE TRUST PLC ENTERPRISE TRUST PLC www.icg-enterprise.co.uk ANNUAL Report AND Accounts 31 JANUARY 2016

investing in long term growth

PDF Page: NEW 26_4_16 Cover.p1.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 In this report

Overview Financial Information Highlights of the Year 1 Income Statement 38 About ICG Enterprise 2 Balance Sheet 39 Chairman’s Statement 4 Cash Flow Statement 40 Strategic Report 8 Statement of Changes in Equity 41 Case Study – National Fostering Agency 10 Notes to the Financial Statements 42 Statement of Directors’ Responsibilities 60 MANAGER’S Review Independent Auditors’ Report 61 Portfolio Review 12 Market Review 16 Governance ICG Team 18 The Board 68 Intermediate Capital Group plc 19 Report of the Directors 69 Case Study – Guardian Financial Services 20 Directors’ Remuneration 76 Report of the Audit Committee 80 Additional disclosures required by the Supplementary Information Alternative Investment Fund Managers Directive 82 The 30 Largest Fund Investments 22 Investment Policy 84 The 30 Largest Underlying Investments 24 The Annual General Meeting 85 Analysis of the 30 Largest Underlying Investments 26 Notice of Meeting 86 Portfolio Analysis 27 Notice of Meeting: Explanatory Notes 88 Investment Activity 29 Realisation Activity 30 General Information Commitments Analysis 31 Currency Exposure 35 Understanding Private Equity 92 Dividend and Shareholder Analysis 36 How to Invest in ICG Enterprise 94 Useful Information 95 Website 96 Overview 1 Total Total -1.9% -4.6% +8.2% return 2016 3,336 2 730.9p 545.0p 31 January 31 m £64 the portfolio in Investment million, £64 totalled investments New the reflecting year, last than lower materially managers underlying of discretion greater market. competitive more a in -1.9% Share price the in 545p to 1.9% fell price share The FTSE the in fall 4.6% a against period has price share The Index. All-Share 5 3, 1, over Index the outperformed years. 10 and m £17 year the for Cash returned taking proposed, is 6.0p of dividend final A 11.0p to year the for dividend total the a returned buy-backs Share million). (£8 million. £9 further 2 PANTONE 309 C BlackPANTONE 1665 C m £120 proceeds Realisation level high very the at remained Proceeds opening the of 28% with years recent of months. 12 the in realised being portfolio +8.2% share per value asset Net 731p, to 36p increased share per NAV The seven to growth of period its extending were end period the at assets Net years. million. £521 +11.1% the in growth Underlying in the portfolio of value currencies local between evenly split was performance This unrealised the in increases and realisations portfolio. remaining the of value FTSE All-Share Index FTSE All-Share Net asset value per share value Net asset price Share financial summary financial : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p1.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 was appointed 1 ncludingthe effect re-invested of dividends). asis, drivenasis, growth by profits in the of figures are stated on a total returnbasis (i.e. i Company. Capital Group plc, acts as the manager the of regulated subsidiary Intermediate of he stewardship of Graphite of he Capital, stewardship Throughout the report, all performance ICG Alternative Investment Limited, a 2 1 On 1 February 2016 ICG HIGHLIGHTS of the Year the of HIGHLIGHTS manager, with the Graphite Capitalmanager, fund t continue its excellent long term performance with as manager. ICG investment team transferringinvestment team and ICG to b ICG EnterpriseICG well positioned is to MarkFane Chairman the Company being renamed ICG underlying companies. progress January the in to year 2016 with strategy remains the same. 8.2%. by rising share per value asset net the value in rising 11.1% by on a local currency Realisations remainedRealisations very high and Enterprise Trust plc. TheEnterprise investment Trust EnterpriseICG continued good make to A combination buy-backs share of and The investment portfolio performed well, significantly the new of excess rate in of the dividends paid and proposed will investments with the portfolio generating £56 net million cash of the in year. shareholders.to After a very 35 successful years under return £17return cash the million for of year ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

About ICG Enterprise

Since inception, ICG Enterprise (“the Company”) aims to provide shareholders with long term capital growth through investment in unquoted the Company has companies. To achieve this, the Company invests in private equity generated a return funds and also directly in private companies. of over 30 times the The Company was listed in 1981 and has invested exclusively in amount subscribed private equity throughout its life. The Company provides access to a diverse portfolio of buy-outs of mature, profitable companies in established European private equity markets. The Company does not invest in start ups or early stage businesses. The Company has a conservative approach to both portfolio and balance sheet management. The aim is to provide exposure to a portfolio which is diversified but where the success of the larger investments, over which it has more discretion on the investment decision, can have a noticeable impact on overall performance. As a result the Company has a strong performance record over its 35 year history. In 2016 the management of the Company, including the investment team, transferred from Graphite Capital to Intermediate Capital Group plc (“ICG”). The Company expects to benefit from ICG’s considerable experience, insight and access to private equity investment opportunities in Europe. There has been no change in investment approach as a result of this transfer.

What is private equity? See page 92.

PDF Page: NEW 26_4_16 Text.p2.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Overview 3 / 2 ICG manages (“the Manager”) ass for many types of investor, and many types for ass investor, of he investment downside. particularly private for shareholders and institutions. small cl t the private equity to asset Access Investors can exposure gain this to investment opportunities withthe of aim delivering long term capital growth. Balance between diversification The Company provide aims to exposure shares is known is shares any point at time. in and concentration diversified private equity portfolio the for price a share. As of the listed, are shares class for the price of a share a share of the price for class there daily is liquidity and the value the of When considering fund and company For theseFor reasons, purchasing in shares operating markets. mature in The of focus to a portfolioto which diversified is but the Company may be an attractive way to the accessgain to private equity asset private equity managers and management with strongteams track records ability the of manager the Company is high, repeatable whilereturns protecting investments the approach back to is investments can a noticeable have impact the due diligence on the is assessing produce withinvesting to consistently where the the of larger success on overall performance. The Company is underlying companies managed 33 by invested in a portfolio in invested nearly of 400 companies the of half account value. for private equity firms. The 30 largest managed by ICG . The Private equity funds 1 PANTONE 309 C dvantage assessing in BlackPANTONE 1665 C d fund investment expertise investment d fund : Single Page Merged HR : invests in equity experience. the team Unusually, managesthat the fund portfolio also has extensive direct experience investing The led is investment team directors by with an average 18 of private years of a disciplined The takes team The has developed team a rigorous ICG provides local access local access ICG provides a specialist is managerICG asset with a direct both The combines team business employs more than 270 significant a analytical approach evaluating to new and insight an which places them an ideal in position to 27 track year record investment in of private debt, credit and equity. Today, ICG managesICG approximately €21 billion of assets on behalf party third of investors and its from own balance sheet employees operating 12 offices from investment opportunities. approach to investing and investing to approach managing the Company judge other private equity managers. The and knowledge market insight of worldwide spanning countries. 11 ICG’s directICG’s also is a investment team The Company will benefit ICG’s from companies, and private equity managers across Europe and the US. This will extensive experience, local access and industrial sectors, into insight underlying further investment decisions inform and provide additional to access investment opportunities. Direct co-investment PDF Page: NEW 26_4_16 Text.p3.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 Underlying companies alongside fund managers ICG Enterprise (“the Company”) Third party private equity funds All data as at 31 December 2015 1 about icg enterprise 1.1 Fig: opportunities in in opportunities Europe and access to private private to access and The Company will will The Company equity investment investment equity benefit from ICG’s ICG’s from benefit insight experience, ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Chairman’s Statement

The Company has Change of manager The manager’s core philosophy of After a very successful 35 years under applying a direct investment skillset to outperformed the the stewardship of Graphite Capital, the private equity fund investing will be Board approved the appointment of maintained with no change in investment FTSE All-Share Index ICG1 as the new manager following its strategy. The relationship with Graphite over the short, acquisition of Graphite Capital’s private will continue through our current and equity fund investment business. The future anticipated investments in medium and Company has had a highly successful Graphite’s funds. relationship with ICG for more than The access and insight that comes from long term 25 years. The change of manager took ICG’s broader network of relationships in effect from 1 February 2016 and the market means that ICG Enterprise is Graphite Enterprise Trust PLC was renamed now even better positioned to continue ICG Enterprise Trust plc on that date. its excellent long term performance. The five investment professionals Annual review dedicated to the management of the ICG Enterprise continued to make good Company, including two former Graphite progress in the year to 31 January 2016 partners, Emma Osborne and Kane with both the net asset value per share Bayliss, have transferred across to ICG and the share price outperforming the ensuring continuity. This transition has FTSE All-Share Index on a total return gone smoothly and the team is fully basis2. This extended the Company’s integrated into ICG. period of continued growth to seven ICG’s appointment provides a number years, over which time the net asset value of major benefits to the Company, per share has increased by 77.5%. reinforcing ICG Enterprise’s proposition The portfolio3 extended its strong in the market and offering to investors, performance of recent years increasing including: mark fane by 11.1% in local currencies in the year to CHAIRMAN • Access to a wider range of investment 31 January 2016. The net asset value per opportunities through ICG’s global share rose 8.2% to 730.9p. office network and local relationships. • Access to market intelligence from ICG’s large international direct investment team. • Incremental secondary and co-investment opportunities resulting from ICG’s greater scale. • Access to ICG’s infrastructure expertise in areas such as treasury, investor relations and information technology. • A reduction in headline fund management fees and no fees on ICG funds.

1 ICG Alternative Investment Limited, a regulated subsidiary of Intermediate Capital Group plc, acts as the manager of the Company. 2 Throughout the report, all performance figures are stated on a total return basis (i.e. including the effect of re-invested dividends). 3 In the financial statements, in accordance with IFRS 10, the portfolio value (£414.1 million) is presented net of the accrual for the co-investment incentive scheme (£11.9 million) and balances receivable by the Company from its subsidiary partnerships (£2.2 million). In the Chairman’s Statement and Portfolio Review, all references to the portfolio are on a look-through basis to the investment portfolio held by the Company (£428.2 million), which is consistent with the commentary in previous annual and interim reports.

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+ 5 /  4 Jan 10  Jan 5  Jan  Jan 3  Jan Jan ** 1 -1.9% +20.0% +93.5% +75.3% -4.6% +12.5% +30.4% +66.5% +8.2% +22.8% +47.0% +108.1%  Dec  Dec PANTONE 309 C  Dec  Dec ICG Enterprise net asset value per share value Enterprise net asset ICG price Enterprise share ICG Index FTSE All-Share  BlackPANTONE 1665 C Dec *All amounts rebased to 100 at 31 December 2005. Performance to 31 January 2016. to 31 to 100 at 31 December 2005. Performance amounts rebased *All January. 31 December to 31 end changed from **Year : Single Page Merged HR : 0 50 00 150 100 250 2 Ten year performance * year performance Ten 1.2 Fig: PDF Page: NEW 26_4_16 Text.p5.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 As the Company changed its year end in 2010, the ten year figures are for the 121 month period to 31 January 2016. the 121 month period to 31 for are year figures year end in 2010, the ten changed its Company As the + Performance in years to 31 January 2016 January 31 to years in Performance per share value Net asset Share price Share FTSE All-Share Index FTSE All-Share The net asset value value asset The net more has share per over doubled than 10 years ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Chairman’s Statement Continued

The share price total return fell by 1.9% Post-2008 financial crisis investments The net asset value in the period, closing at 545p, now comprise 77% of the portfolio with per share and the outperforming the 4.6% fall in the FTSE the 30 largest investments accounting for All-Share Index. The long term half of the portfolio. The valuation of the share price have performance of the Company continues top 30 investments at 9.4 times EBITDA4 to excel with the net asset value per share is at a substantial discount to the valuation beaten the Index over and the share price beating the of FTSE All-Share Index. performance of the Index over one, three, 1, 3, 5 and 10 years five and ten years. Balance sheet The level of new commitments made to Of the 11.1% increase in the value of the funds in the year was substantially up on portfolio half was generated from profits last year at £59 million whilst drawdowns on realisations and half from uplifts in of existing commitments were £46 million. valuation across the remaining portfolio. Outstanding commitments increased to Portfolio3 £254 million at the year end. The rate of investment in the year at Those outstanding commitments are £64 million remained behind the rate of matched by total liquidity of £201 million, realisations at £120 million as fund of which £104 million was in cash and managers took a cautious approach to £97 million covered by the undrawn bank new investments in the face of reduced facility. Commitments therefore exceed mid-market transaction volumes and total liquidity by £53 million or 10% of the greater competition. This impacted the year end net asset value. This level of level of fund drawdowns and overcommitment is consistent with our co-investment opportunities. The cautious approach to managing the secondary market for commitments to balance sheet. existing funds proved to be as competitive and the manager was Distributions to shareholders increasingly selective during the year. In last year’s report we indicated that we would consider buying back shares to At 31 January 2016, the Company had return cash to shareholders. In the year total assets of £533 million of which the the Company repurchased 1,586,000 portfolio represented £428 million with shares at a cost of £9.1 million at an the balance substantially held in cash. average discount to the estimated Graphite Capital managed investments prevailing net asset value of 18%. This represented £107 million, ICG managed improved the net asset value per share in investments £28 million and third party the year by 0.6%. At the same time, in investments £293 million. 2015 we introduced a first ever interim dividend of 5.0p per share totalling £3.6 million.

4 EBITDA is earnings before interest, tax, depreciation and amortization.

PDF Page: NEW 26_4_16 Text.p6.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Overview 7 / 6 Since the downturn, the Company has been managed give the us to flexibility adapt theto mix investments, of cash and commitments changing market to conditions and deploy to our large cash balance where see we the best relative value. Now managed ICG, by with its and a broader access to insight network localof relationships, believe we the that Company better even is positioned take to advantage investment future of opportunities as they arise. It is encouraging the in that short space of time since appointing ICG we are seeing opportunitiesreal deploy to capital alongside them. expectWe the continuing of backdrop economic uncertainty in result ongoing to equitylevels of Whilst volatility. market short in may result this term volatility to the Company’s price, share having now repositioned the portfolio since the crisis and delivered continued seven years of growth confident are we the that portfolio built can have we that continue perform to theover medium long to term. Mark Fane 26 April 2016 PANTONE 309 C against total against total 5 . 5 BlackPANTONE 1665 C million : Single Page Merged HR : January 2016. If approved by Including the contribution the of cash returned the by repurchases share this the distributions takes total to shareholders million £17.0 the for to year or 23.8p per share Outlook The portfolio has delivered a healthy growth earnings in and performance this compares favourably the to profits fall in theof FTSE All-Share Index. At the same time the portfolio valued is a significant at the to Indexdiscount giving us considerable comfort about the future performance the Company. of The Company well placed is operate to through periods economic of uncertainty with the risk profile the of underlying investments and the liquidity position of the balance sheet remaining low. The Board the of view is the that total dividend should be net covered by revenues the over short medium to term and recommending so is a final dividend 6.0pof per taking share the dividend total 11.0p thefor to year per or share £7.9 distributions 31 the for January to year 2015 of 15.5p. The proposed dividend total represents a yield 2.0% of on the price share at 31 shareholders, the final dividend will be paid on 20 June. The Company has elected pay the to dividend as an “income distribution” reduces that the tax charge payable the by Company. PDF Page: NEW 26_4_16 Text.p7.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 treasury in issue at the date of shares) this report. Based on 71,326,837 shares (excluding The final dividend of of dividend The final will 6.0p share per total the bring year the for dividend to 11.0p 5 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

strategic report

Business model Board. If necessary the Company can Investment trust status ICG Enterprise aims to provide reduce the level of secondary purchases The Company operates as an investment shareholders with long term capital and co-investments, which are trust in accordance with Sections 1158 growth through investment in unquoted discretionary, to preserve liquidity to and 1159 of the Corporation Tax Act 2010. companies. To achieve this, the Company fund its commitments. The Company also This status exempts the Company from invests in private equity funds and also has access to committed stand-by bank corporation tax on capital gains realised directly in private companies. facilities totalling £97 million. from the sale of its investments.

Further details of the Company’s business Investment risks HM Revenue & Customs has accepted the model and strategy are set out in About The Company’s strategy is to invest in Company as an investment trust for the ICG Enterprise on pages 2 and 3. established European private equity accounting period to 31 January 2015. markets, both through private equity The Company will retain its investment Performance and outlook funds and directly. This gives rise to the trust status with effect from 1 February A review of the Company’s short and long following risks: 2015 provided it continues to satisfy the term net asset value and share price conditions of Section 1158 of the • The Company’s underlying investments performance, investment activity and Corporation Tax Act 2010. are exposed primarily to the UK and outlook, and the private equity markets in other European economies. The The Company has directed its affairs with which the Company operates, is set out in Company is not globally diversified and the objective of retaining such approval. the Chairman’s Statement, Portfolio Review its performance could therefore be However the loss of investment trust and Market Review on pages 4 to 17. severely affected by a prolonged status would significantly impact the The key performance indicators used by economic downturn in the major Company. The Manager monitors the Board and Manager are the net asset European economies. The Company adherence to the conditions required to value per share total returns over the seeks to mitigate the risk of maintain this status. The Manager also short and long term. These are detailed underperformance through effective uses forecasts to identify risks of on page 5. investment allocation and the selection breaches in future periods. The results of high quality managers with strong are reported to the Board at each meeting. Risk management track records. Operational risk The risks and uncertainties facing the • The main foreign currency exposure is All of the Company’s management Company are regularly reviewed by the to the euro. The net asset value and the Board, the Audit Committee and the functions are delegated to the Manager. level of commitments could rise or fall Therefore the Company is exposed to Manager. The Board believes that the due to currency movements. The Board Company’s principal business risks are: operational risks at the Manager. The regularly reviews the Company’s Audit Committee formally assesses the exposure to currency risk and considers Overcommitment risk internal controls of the Manager every possible hedging strategies. At present year. The assessment in respect of the The Company has commitments to the Company does not hedge its current year is discussed in the Report of funds which may exceed its liquid currency exposures. the Audit Committee on page 81. resources. There is a risk that the Company may not be able to fulfil its • Private equity transactions are to some commitments when they are drawn down extent dependent on the availability of (“overcommitment risk”). debt financing. If the funds in which the Company invests find it hard to obtain The Company is conservative in its debt financing, the Company’s approach to overcommitment. The performance may suffer. The Company Company uses a range of forecast seeks to mitigate this risk through scenarios to determine the likely rate of effective investment allocation and the drawdowns and the likely rate at which selection of high quality managers with realisations will generate cash from the strong track records, who are more portfolio. The Manager monitors the likely to be able to access debt Company’s liquidity on a frequent basis financing even in adverse economic and provides regular updates to the conditions.

PDF Page: NEW 26_4_16 Text.p8.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Overview 9 / 8 Mark Fane 26 April 2016 Stewardship The Company seeks investments make to fundsin and companies which well are managed of standards with high corporate governance. The directors thebelieve proper creates this conditions enhanceto long term shareholder value. The rights voting exercise of attached to the Company’s portfolio has been the However, delegated the to Manager. Board will be informed any sensitive of involving issues voting the Company’s investments. Board diversity There currently are two female and four male directors on the Board. As discussed the in Report the of Directors theon Board’s page and tenure 74, policysuccession seeks the that ensure to Board well balanced is the by appointment directors of with a range of andskills experience. The Company has no other employees. The Strategic Report was approved by the Board Directors of on April 26 2016 and signed on its behalf by: PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : Corporate socialCorporate responsibility In carrying out its activities and in relationships with suppliers and the thecommunity, Company conduct aims to ethicallyitself responsibly, and fairly. Viability statement In accordance with the UK Corporate Governance Code, the Board has assessed the prospects the of Company a longerover period than the twelve months required the by “going concern’’ basis accounting. of The Board has assessed the viability the of Company a three over period year the from balance sheet as the date, Board expects the majority the of Company’s current commitments be funds to drawn to down cashin the over next three years. The Board has carried out a robust theassessment of principal risks and their the mitigants noted above. In particular, Board assessed has the Company’s ability manage risk theto overcommitment through the review balance of sheet and cash flow projections provided the by which includedManager, scenarios with differing levels underlying of valuation growth, fund drawdowns and realisations, and different sterling/euro exchange rates. Based the Board on its has review, a reasonable expectation the that Company will be able continue operation to in and meet its as they liabilities fall due a over three year period. PDF Page: NEW 26_4_16 Text.p9.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

In April 2015, Graphite CASE STUDY: Capital sold NFA to Stirling National fostering agency Square Capital Partners, a In January 2012 Graphite Capital led the management buy-out of National Fostering Agency (“NFA”), the UK’s UK-based private equity firm largest independent fostering agency. ICG Enterprise invested a total of £8.5 million in NFA, through its interest in Graphite Capital Partners VII and a co-investment alongside the fund.

NFA recruits and trains foster carers and provides them with 24 hour support. It works closely with Local Authority social services to match carers with placements of infants and children in need of foster care. The business was well Multiple of original cost placed to increase its share of the foster care market which of investment achieved was fragmented and growing strongly, driven by Local on disposal Authorities’ preference towards foster care over residential care and their increasing use of private sector foster agencies.

Under Graphite’s ownership, NFA grew organically and through acquisition, solidifying its position as the UK market leader. Organic turnover growth was driven by new >2x contract wins, continued geographical expansion and increased placement acuity. A strong focus on quality and carer recruitment helped increase the number of foster placements by almost 30% and carer numbers by over 30%.

The business was refinanced in June 2014, returning more than half the amount invested. In April 2015, Graphite Capital sold NFA to Stirling Square Capital Partners, a UK-based private equity firm, generating further proceeds of £11.9 million for ICG Enterprise. The disposal achieved an overall return of more than two times cost and an uplift of 29% to the previous valuation.

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Case Study – Guardian Financial Services Market Review ICG Team Intermediate Capital Group plc MANAGER’S Review Portfolio Review review manager’s manager’s ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Portfolio Review

The value of the Overview Full realisations continued to be completed The portfolio made solid progress in the at uplifts to the previous holding values. portfolio increased year against a backdrop of market volatility, Although the 22% uplift achieved in the rising in value by 11.1% in local currencies. year was lower than in the recent past, the by 11.1% in local After adjusting for the impact of foreign fall reflected the size mix rather than a currencies currency movements, the sterling value of general trend downwards. Last year we the portfolio increased by 12.1%. observed that the uplifts on the remaining investments made prior to the financial Gains generated by realisations crisis had started to decline and this trend accounted for half of the underlying has continued. Pre-crisis investments valuation increase. Uplifts in unrealised realised a valuation uplift of 13% while valuations were primarily driven by investments made since the financial crisis earnings growth while valuation generated uplifts of 27%. multiples were broadly flat.

Movement in the portfolio £m Opening portfolio 431.9

Additions 64.3 Realisation proceeds (120.3) Net cash inflow (56.0) Underlying valuation movement* 48.0 Currency 4.3

Closing portfolio† 428.2

* In this report 96% of the portfolio is valued using 31 December 2015 (or later) valuations. † See footnote 3 on page 4 for reconciliation to the portfolio balance presented in the financial statements. At 31 January the portfolio was valued at Post-crisis investments represented two £428.2 million which was marginally lower thirds of proceeds and achieved a strong than at the start of the year primarily return of 2.4 times cost with an average because realisation proceeds continued holding period of 4.6 years. In contrast, the to exceed new investment. pre-crisis investments were realised for an average return multiple of only 1.4 times Realisations original cost with an average holding period The portfolio generated proceeds of of 8.0 years, reflecting the relative £120.3 million in the year, equivalent to underperformance of the remaining 28% of the opening portfolio. While this investments from these vintages. It is, was lower than the 33% generated in the however, worth noting that the pre-crisis prior year, it is in line with the medium and investments overall have performed better long term average cash conversion rate. than many investors expected with, for example, those made in 2007 generating Full realisations returns of approximately 1.9 times cost. Investments in 41 portfolio companies The largest realisation in the year was were fully realised in the year, compared Graphite Capital Partners VII’s disposal with 39 in the previous year, and these of National Fostering Agency (“NFA”, see accounted for £82.4 million of proceeds. case study on page 10), a provider of foster carers to local authorities, from which the Company received proceeds of £11.9 million. NFA was a 2012 investment

PDF Page: NEW 26_4_16 Text.p12.pdf Process Plan: Single Page Merged HR Process Plan: CyanMagentaYellowBlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Manager’s Review 13 / 12 details of the details of largest ten funds last year. Five the of six new year. funds last largest new largest investment was in manager the of sixth fund, Fourth European Capital IX and a in funds were significantly funds were higher than -investment alongside the fund. the Supplementary Information section. with 74 in the year to January the in to year with 74 2015. The PetSmart, the leading retailer pet of products and services North in America which was acquired BC by Partners in March. The of Company a total invested £4.7 million PetSmart in both through BC co New commitments New commitments £58.6 of million to six the £22.0 million committed three to new funds were raised managers by have we been many with years. investing for The Alcuin, which focuses on buy-outs small in the UK, the new is to portfolio. Further new details of fund commitments out set are the in Supplementary Information section. Further underlying new investments out set are in New investments the in were year acquired at broadly similar multiples of EBITDA Therefore, while the year. as last level new of investment was lower than expected, reassuringour that is it managers appear be to maintaining pricing discipline. Secondary investments showed the highlighted in We steepest the fall in year. year’s annuallast report pricing that the in secondary for market fund had interests become more competitive and this One secondarycontinued the in year. BC in acquisition, European an interest of Capital IX, million, was completed £7.1 for which compares with the £26.6 million five in invested secondaries year. last Despite the low level secondaries of completed, came we in investing close to a number other of transactions and are on focus continuing sourcing to secondaries as a way both of accelerating cash deployment and generating value in the portfolio. PANTONE 309 C million. public in previous years with only partial portfolio of realisations BlackPANTONE 1665 C : Single Page Merged HR : New investments New New sharply investment fell the in to year £64.3 the half million, exceptionally almost high level £125.4 of the in million invested All typesprior new year. of investment were substantially lower. The drawdown rate of fund of commitments was £46.4 million, almost a third lower than the previous year’s figure £68.0of million the in financial last year. This was primarily a low due level of to theinvestment in UK, particularly the in mid-market. It worth is noting, however, the despite that decrease drawdowns in most funds remain on track to thein year, complete their investment programmes on schedule following the high level of are We theinvestment in previous year. therefore not currently concerned about on managerspressure invest. to Three co-investments were completed in the same number the as in the prior year, they were on average However, year. smaller and the co-investment total £20.9 from fell therefore million to £10.8 64 of A total new underlying companies were added the to portfolio compared which strongly grew both organically and acquisition priorby its sale to April in this The sale achieved just of a return year. twoover and times cost the uplift added 0.5% the to net value asset the in year. Further the details of largest ten underlying out set the are realisations in section. Supplementary Information Partial realisations A further million was received £37.9 from companies. The most significant element was this of the £19.4 proceeds million of received holdings. sales listed from of Most these of companies were from taken 6 companies achieving flotations the in compared with 15 the in last year, financial year. PDF Page: NEW 26_4_16 Text.p13.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 million in 28% of the opening opening the 28% of The portfolio generated proceeds of £120.3 equivalent the year, to portfolio ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

portfolio review Continued

We aim for the Closing portfolio the start of the year. At this level, leverage At 31 January, the portfolio was valued at is relatively modest but should enhance future equity returns without involving portfolio to strike £428.2 million with investments in almost undue financial risk, particularly given the 400 underlying companies through relatively flexible terms on which many of a balance between 60 funds managed by 33 private equity the underlying companies have been able firms. Investments are well diversified diversification to borrow over the last few years. across a wide range of sectors, and concentration geographies and investment vintages. The share of the portfolio represented by investments made since the financial crisis We aim for the portfolio to strike a has continued to increase. At 31 January, balance between diversification and post-crisis investments represented 77.1% concentration. While the level of of underlying investments. This is despite diversification reduces risk, many strong realisations from these vintages individual investments are large enough and reflects both the value of new to have an impact on overall performance. investments added to the portfolio in the The top 30 underlying companies last twelve months and strong increases accounted for 49.5% of the portfolio and in the valuations of post-crisis the performance of these investments is investments. We expect post-crisis therefore likely to be a key driver of future investments to continue to generate the growth. In the year to December 2015 the most significant future uplifts and it is revenues and EBITDA of these companies therefore encouraging that the portfolio increased by an average of 5.3% and is now heavily concentrated in 10.2% respectively. In contrast, the FTSE these vintages. All-Share Index reported falls in both revenue and EBITDA of 16.5% and 14.2% Co-investments and secondaries respectively over the same period. accounted for 40.1% of the portfolio at the year end. This proportion has been The top 30 companies were valued on an increasing gradually over time from average multiple of 9.4 times last twelve approximately 18% immediately prior to months EBITDA at December 2015 which the financial crisis and gives us greater is reasonable for the strong growth being control over investments into the achieved. In comparison, the FTSE portfolio than a typical fund of funds All-Share Index was valued at 12.1 times investor. Of the 59.9% in primary funds, EBITDA at December despite the lack of 14.3% is managed by Graphite Capital and profit growth noted above. Despite the 1.8% by ICG and, following the change of subsequent fall in quoted markets, the manager, no management fees are valuation of the Index remains at over charged on either of these segments of 12 times. It is interesting to note that over the portfolio. In total Graphite Capital and the last five years, the EBITDA valuation ICG directly manage 25.1% and 6.5% of multiple of the Company’s top 30 the portfolio respectively including companies has been highly consistent co-investments and secondaries. (although its constituents have changed almost entirely over that period) while the The portfolio was valued at an average of EBITDA multiple of the FTSE All-Share 1.4 times original cost in local currencies, Index has increased from 8 to its current of which 0.4 times cost had already been level of over 12. returned in cash. At these levels, and with an increasing proportion of the portfolio The leverage of the top 30 companies in the less mature investments with the averaged 3.5 times EBITDA which has most upside potential, there is scope for fallen marginally relative to the top 30 at considerable value growth in the future.

PDF Page: NEW 26_4_16 Text.p14.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Manager’s Review 15 / 14 million to a new million co-investment to commitments an advanced at are stage of due diligence and expect we complete to several more the in current financial year. additionally have committedWe $15.0 alongside the Strategic ICG Secondaries II fund noted above. Prospects The environment remains realisations for favourable the despite volatility quoted in equity markets and some macro uncertainties. therefore We expect the portfolio generate to further realisations which year this should drive growth in value given the uplifts generally achieved on sale. It also reassuring the that is portfolio perform continues to well with underlying profit growth significantly quoted companies.stronger of that than Since the downturn, our strategy has evolved enable respond to to us to changing conditions market adjusting by the mix investments of those towards perceive we areas as offering the best balance reward and of risk. This approach remains unchanged following our to move ICG. It encouraging is the in that short timespace of since starting are we ICG at seeing dealflow opportunities, both in-house and alongside our party third managers, deploy to the Company’s cash balances attractive in investments. ICG Private Equity Fund Investments Team 26 April 2016 PANTONE 309 C VIII, a $13 billion fund million, which of £103.8 million million undrawn of commitments. million and liquidity total of million the or of 10.1% net million to ICG Strategic ICG million Secondaries to value. BlackPANTONE 1665 C : Single Page Merged HR : Events sinceEvents the year end Since the ICG, to move have we completed two new primary fund commitments: €15.0 Advent million to International GPE focused on upper mid-market and large buy-outs Europe in and the US; and $15.0 II, a fund raised advantage take to the of growing opportunity fund end for life of restructurings the in US and Europe. A number other of primary fund Commitments and liquidity 31At January, the Company had outstanding commitments of £253.8 £200.9 million the in was cash in and £97.1 undrawn bank facility. Commitments therefore exceeded liquidity total by £52.9 asset investment period in Funds represented £206.9 These typically are drawn down a over period five to four of years the from start a fundof and 10-15% commitments of are retainedusually the at end the of investment period fund follow-on to investments and expenses and for contingencies. If outstanding commitments each the of to funds were beto drawn down rate a constant over at their remaining investment periods, approximately £60-65 million of commitments would be drawn down theover next 12 months. The Company has sufficient therefore resources in cash and undrawn facilities fund drawdownsto more for than two be noyears if even were to realisations achieved. With realisations remaining at a relativelyhigh level, the substantial liquidity gives the us ability take to advantage a range of potential of investment opportunities. PDF Page: NEW 26_4_16 Text.p15.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 The Company's substantial liquidity to ability the us gives a of advantage take range potential of investment opportunities ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

market review

Fundraising European Buy-out Dry Powder European buy-out funds raised Fig: 2.1 €45 billion of funds in 2015, up €14 billion billion (46%) on the prior year. The amount  of capital raised and still to be invested in Europe is flat on the prior year at  €143 billion with the record amount of capital raised in the year offset by the  substantial increase in the amount invested in the year. This is enough dry  powder to meet the industry’s investment  needs for the next three years and as such is in line with historic trends.  Primary market  In 2015 the value of European buy-outs  transacted in the year increased 37% (€36 billion) to €132 billion. This step  change in growth was driven by a  €29 billion increase in activity in Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec continental Europe. The UK market grew           €7 billion (28%) in the year to €31 billion. Source: Preqin Fund Manager Profiles and Performance Analyst The main driver of this growth has been at the larger end of the market with a New investments: European buy-outs €30 billion increase in the aggregate Fig: 2.2 value of transactions in excess of €500 million. The market was somewhat  billion Number bifurcated though with the value of  , transactions of less than €500 million , in size in the UK falling 25% or €4 billion in 2015.    Despite the large growth in the value of  completed transactions the total number  of transactions in Europe fell 3% in 2015  to 629. In the UK there were 23% (44)  fewer transactions of less than €500 million  in size completed. Given the continued  appetite for new investments, this made  for a more competitive environment for   buyers of businesses and the increased level of competition in the UK mid-market  is consistent with the reported experience   of the Company’s portfolio managers.           This was not, however, offset by greater investment by those managers in Value of buy-outs (LHS) Number of buy-outs (RHS) continental Europe. Source: Unquote

PDF Page: NEW 26_4_16 Text.p16.pdf Process Plan: Single Page Merged HR Process Plan: CyanYellowBlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Manager’s Review 17 / 16     Equity  PANTONE 309 C  Debt     CyanMagentaYellowBlackPANTONE 1665 C : Single Page Merged HR : .x .x .x .x .x  .x .x Source: S&P Capital IQ LCD European Leveraged Buyout Review 4Q15 Buyout Review Leveraged European Capital IQ LCD S&P Source: Average Acquisition Price as a multiple of EBITDA Price Acquisition as a multiple Average 2.3 Fig: PDF Page: NEW 26_4_16 Text.p17.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 hilst secondaryhilst pricing market remained utcomes. This being is driven the by verage5.0 of times 2015, in slightly W lower at 9.2 times EBITDA.lower 9.2 at This no is Secondary marketSecondary Global secondary volume market 2015 in was €35 billion down €1.8 billion on the At the same time across Europe the average acquisition price 2015, in as a below the recent peak 2014. in On a highs seen the in period leading the to prior year, making the it secondprior most year, multiple EBITDA of was actually 0.5 times higher than the experienced market in a characterised generally by rising public o longer 5.0 times term below is view, the active the in year history the of market. high at 90%high at net value asset of was it a two of year halves with prices 2010 and 2012 and suggests the that equity markets the in first 2015 of half and underwriting and return rates of the leverage use of greater achieve target to growing amount capital of being raised global financial when crisis leverage was overall competitive environment more is falling public equity markets the in second though on continuing is buyer’s pressure significantly 5.0 of excess in times. half. Underlyinghalf. the headline prices benign than experienced UK by have had behave to increasingly selective as to the opportunities choose in. we invest to by the sector. In such an environment theby sector. we Team Investments Fund Equity Private ICG 2016 April 26 mid-market managers. The amount debt used of fund to European acquisitions has increased year onyear year with EBITDA debt to an at ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

icg team

Christophe Evain Benoît Durteste Philip Keller Emma Osborne* Executive Director and Executive Director and Executive Director and Head of Private Equity Fund Chief Executive Officer Head of European Investments Chief Financial Officer Investments ("PEFI")

Kane Bayliss* Colm Walsh* Fiona Bell* Kelly Tyne* Director, PEFI Associate Director, PEFI Associate Director, PEFI Associate, PEFI

Mark Crowther Michael Pote* Andrew Lewis Stuart Griffiths Director, Investor Relations Associate Director, Finance General Counsel Group Compliance Officer

* Transferred from Graphite Capital to ICG following change of manager on 1 February 2016.

PDF Page: NEW 26_4_16 Text.p18.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Manager’s Review 19 / 18 >120 professionals investment focused Over 120 investment professionals and equity strategies debt, credit on private worldwide >270 EMPLOYEES than with more Global investment platform offices 12 from 270 employees operating worldwide spanning 11 countries, supported platform by in-house infrastructure We are committed are innovationWe to and pioneering new strategies where can we deliver value our investors. to on the listed are We London Stock Exchange symbol: (ticker ICP), and regulated the in UK the by Financial Conduct Authority. 1 PANTONE 309 C BlackPANTONE 1665 C €2.5bn capitalisation market Listed on the London Stock Exchange under plc is a member of the ICG the ticker “ICP”. FTSE 250 and has a market capitalisation of €2.5 billion €21.2bn management under assets under management €21.2 billion of assets party investors globally on behalf of third balance sheet own plc’s and ICG : Single Page Merged HR : Market capitalisation at is 25 April 2016. All other data as is at 31 December 2015. ICG plc’sICG objective generate to is income whilst returns and high consistently protecting against investment downside. seekWe achieve through this to our expertise across the investing in capital structure. combineWe flexible capital solutions, local with and access an insight entrepreneurial approach give a us to competitive edge our in markets. 1 PDF Page: NEW 26_4_16 Text.p19.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 plc”) plc”)

is a specialist asset asset a specialist is manager with 27 historyyears in credit debt, private equity and Intermediate Capital Capital Intermediate plcGroup (“ICG Intermediate Capital Group plc Group Capital Intermediate ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Guardian, a consolidator of CASE STUDY: closed life insurance guardian financial services books, was sold by Cinven ICG Enterprise invested in Guardian Financial Services (“Guardian”) through its commitment to the Fourth Cinven in January 2016 generating Fund (“the Fund”) in 2006. In 2011 ICG Enterprise increased its exposure to Guardian through a secondary proceeds for ICG purchase of a further interest in the Fund. Enterprise of £7.3 million Cinven’s specialist financial services sector team spent three years developing an investment strategy for the closed life assurance sector. Closed life books enjoy highly visible and stable long term cash flows with attractive returns on equity. Cinven’s investment strategy focused on acquiring a life insurance book with a solid administration platform and creating a long term, strategic consolidator in Multiple of original cost of the fragmented UK market. investment achieved on disposal Cinven acquired Guardian in November 2011. The company had been closed to new business for some 10 years but still managed approximately 327,000 policies and employed 165 people. x The acquisition of Guardian was the starting point for a 4.2 closed life consolidation strategy in the UK. Over the period of Cinven’s ownership Guardian made three substantial acquisitions growing the business to approximately £20 billion of assets and 900,000 policies. Cinven created an industry leading management team and significantly improved both operations and customer service all of which helped generate strong financial performance. In January 2016 Cinven sold Guardian to Admin Re for total consideration of £1.6 billion. The sale generated cash proceeds equivalent to 4.2 times the original investment and proceeds for ICG Enterprise of £7.3 million at an uplift of approximately 20% to the previous valuation. Cinven’s financial services team has applied the learnings from the successful UK closed life insurance consolidation with Guardian to pursue a similar strategy in Germany through the acquisition of Heidelberger Leben in March 2014. ICG Enterprise holds an investment in Heidelberger Leben through its investment in the Fifth Cinven Fund.

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Supplementary Information The 30 Largest Fund Investments 22 The 30 Largest Underlying Investments 24 Analysis of the 30 Largest Underlying Investments 26 Portfolio Analysis 27 Investment Activity 29 Realisation Activity 30 Commitments Analysis 31

Currency Exposure 35 Supplementary Information Dividend and Shareholder Analysis 36

20 / 21 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

THE 30 LARGEST FUND INVESTMENTS The 30 largest funds by value at 31 January 2016 are set out below:

1-15 Outstanding commitment Year of Country/ Value Fund £m commitment region £m 1 Graphite Capital Partners VIII* Mid-market buy-outs 56.0 2013 UK 36.3

2 Graphite Capital Partners VI** Mid-market buy-outs 2.1 2003 UK 23.8

3 CVC European Equity Partners V** Europe/ Large buy-outs 1.3 2008 USA 16.7

4 Deutsche Beteiligungs Fund V Mid-market buy-outs 0.3 2006 Germany 14.6

5 BC European Capital IX** Large buy-outs 4.6 2011 Europe 14.5

6 Graphite Capital Partners VII*/** Mid-market buy-outs 7.6 2007 UK 13.3

7 PAI Europe V** Mid-market and large buy-outs 1.2 2007 Europe 13.1

8 Thomas H. Lee Parallel Fund VI Large buy-outs 1.7 2007 USA 13.0

9 Candover 2005 Fund** Large buy-outs 0.1 2005 Europe 12.1

10 TDR Capital II Mid-market and large buy-outs 0.7 2006 Europe 11.2

11 Fifth Cinven Fund Large buy-outs 4.9 2012 Europe 10.9

12 Activa Capital Fund II Mid-market buy-outs 0.8 2007 France 10.7

13 Bowmark Capital Partners IV Mid-market buy-outs 1.0 2007 UK 10.5

14 Doughty Hanson & Co V** Mid-market and large buy-outs 5.8 2006 Europe 8.6

15 ICG European Fund 2006B** Mezzanine and minority equity 8.9 2014 Europe 8.0

Total of the 15 largest fund investments 97.0 217.3

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23 / 3.1 5.1 7.8 3.7 5.2 5.3 3.8 6.7 2.8 2.8 4.2 4.3 4.4 4.8 £m 4.0 22 285.3 Value 66.6%

UK UK USA Global Global region Europe/ Europe/ Country/ 2013 Europe 2013 Europe 2013 2013 Europe 2013 Europe 2013 2013 Nordic 2013 2012 Europe 2012 Germany 2012 2010 2008 Europe 2008 Nordic 2006 Europe Year of commitment

7.1 1.3 1.2 4.1 1.6 9.7 3.9 2.9 2.8 0.7 2.6 0.5 £m 0.8 0.8 10.6 147.6 PANTONE 309 C commitment commitment Outstanding Outstanding BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p23.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG V Europe ICG Mezzanine and minority equity IK VII Mid-market buy-outs Permira V Permira Large buy-outs CVC Capital Partners VI Capital Partners CVC Large buy-outs Deutsche Beteiligungs Fund VI Deutsche Beteiligungs Fund Mid-market buy-outs Piper Private Equity Fund V Piper Private Equity Fund Small buy-outs PAI VI Europe PAI Mid-market and large buy-outs TDR Capital III Mid-market and large buy-outs Charterhouse Capital Partners IX** Large buy-outs Hollyport Secondary Opportunities IV Hollyport Secondary secondary portfolios Tail-end Fourth Cinven Fund** Cinven Fourth Large buy-outs Nordic Capital Partners VIII Capital Partners Nordic Mid-market and large buy-outs Segulah IV Mid-market buy-outs Advent Global Private Equity VII Global Private Equity Advent Large buy-outs Bowmark Capital Partners V Capital Partners Bowmark Mid-market buy-outs Total of the 30 largest fund investments Total Percentage of total investment portfolio of total investment Percentage 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 * Includes the associated Top Up Funds Top * Includes the associated a secondary fund purchase through acquired ** All or part of interest 16-30 Fund ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

THE 30 LARGEST underlying INVESTMENTS The table below presents the 30 companies in which ICG Enterprise had the largest investments by value at 31 January 2016. These investments may be held directly or through funds, or in some cases in both ways. The valuations are gross and are shown as a percentage of the total investment portfolio

1-15 Value as % of Year of investment company Manager investment Country portfolio 1 Micheldever* Graphite Distributor and retailer of tyres Capital 2006 UK 5.4%

2 City & County Healthcare Group Graphite Provider of home care services Capital 2013 UK 3.2%

3 Education Personnel* Provider of temporary staff for the education sector ICG 2014 UK 2.9%

4 nGAGE (previously Human Capital Investment Group) Graphite Provider of recruitment services Capital 2014 UK 2.9%

5 Spheros*/+ Deutsche Provider of bus climate control systems Beteiligungs 2011 Germany 2.5%

6 Skillsoft* Provider of off-the-shelf e-learning content Charterhouse 2014 USA 2.1%

7 Standard Brands* Graphite Manufacturer of fire lighting products Capital 2001 UK 2.1%

8 PetSmart* Retailer of pet products and services BC Partners 2015 USA 1.9%

9 R&R Ice Cream* Manufacturer and distributor of ice cream products PAI Partners 2013 UK 1.8%

10 Frontier Medical* Manufacturer of medical devices Kester Capital 2013 UK 1.8%

11 David Lloyd Leisure* Operator of premium health and fitness clubs TDR Capital 2013 UK 1.7%

12 TMF Doughty Provider of management and accounting outsourcing services Hanson 2008 Netherlands 1.6%

13 U-POL Graphite Manufacturer and distributor of automotive refinishing products Capital 2010 UK 1.5%

14 The Laine Pub Company* Graphite Operator of pubs and bars Capital 2014 UK 1.5%

15 ICR Group Graphite Provider of repair and maintenance services to the energy industry Capital 2014 UK 1.5%

Total of the 15 largest underlying investments 34.4%

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25 / 24 Value 49.5% as % of portfolio investment investment UK 1.4% UK 1.1% UK 0.8% UK 0.8% UK 1.1% Country 2011 France 0.8% 2011 Spain 0.7% 2007 USA 1.5% Year of investment ICG Arle 2007 Spain 1.5% Arle 2006 Italy 0.8% CVC Cinven 2012 Capital 2009 Capital 2002 Capital 2015 Capital 2006 Invision 2015 Switzerland 0.9% Partners 2007 USA 0.8% manager 2014 Europe 1.2% Graphite Graphite Graphite Graphite Graphite Graphite Graphite Graphite Deutsche Manager TDR Capital PAI PartnersPAI 2011 Switzerland 0.8% Beteiligungs 2013 Germany 0.9% Large buy-out Thomas H. Lee Thomas H. Lee PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p25.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 * ** /

* * + * * * Provider of payment processing services of payment processing Provider Provider of hospitality training Provider services of recruitment Provider and cargo handling services of airport ground Provider Provider of patent and legal services Provider services of business Provider and services Supplier of communications equipment, software Parques Reunidos Parques parks attraction of Operator Aero Technics Aero maintenance of civil aircraft Provider TMP services of recruitment Provider Odgers Gerflor vinyl flooring of Manufacturer Co-investment D Formel services automotive for of quality control Provider Swissport Algeco Scotsman Algeco of modular buildings Supplier and operator Quironsalud services healthcare of private Provider Swiss Education Group Swiss Cognito Technogym equipment fitness of premium Manufacturer CPA Global CPA Ceridian We are not permitted to disclose the details of this co-investment under the terms of a confidentiality agreement. the terms of a confidentiality We are not permitted to disclose the details of this co-investment under All or part of this investment is held directly as a co-investment or other direct investment. All or part of this investment is held directly as a co-investment or other Total of the 30 largest underlying investments Total Realised since the year end. 16 29 20 24 26 19 22 25 17 30 23 21 27 18 28 ** + * company 16-30 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

analysis of THE 30 LARGEST underlying INVESTMENTS

The graphs below analyse the 30 companies in which ICG Enterprise had the largest investments by value at 31 January 2016. These investments may be held directly or through funds or, in some cases, in both ways. revenue growth ebitda growth* Fig: 3.1 5.3% Fig: 3.2 10.2% average average

% growth % growth

> % >%

 - % -%

 - % -%

- % -%

< % <%

% %  % %  % %  %% % % % % % %% % % by number % by number

enterprise value as a net debt as a multiple multiple of ebitda* 9.4 x of ebitda 3.5x Fig: 3.3 average Fig: 3.4 average

<. x <. x

. -. x . -. x

. -. x . -. x

. - . x . -. x

 . -. x . -. x

. -. x . -. x

>. x >. x

% %  % %  % %  % % % %  % %  % %  % % % by number % by number

* Excludes Cognito where this metric is not meaningful.

PDF Page: NEW 26_4_16 Text.p26.pdf Process Plan: Single Page Merged HR Process Plan: CyanYellowBlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Supplementary Information 27 / 1.2% 3.2% 2.3% 5.1% 5.6% 2.9% 2.6% 2.6% 0.3% 26 40.5% 100.0% 100.0% 2 1 1 10 telecommunications 9. 9. Media

3 10 9 9 8 9.7% 10. Chemicals 8 5.2%World of Rest 10. 21.1% 6. Automotive supplies 8.0% 17.9% 7. Financials 2 14.1% 7. Spain 10.1% 9. Other Europe 14.6% 7 45.1% 6. Benelux 12.0% 8. Italy 6 7 4 5 3 6 5 4 PANTONE 309 C services ecessarily reflect countries which to companies have economic exposure. n . goods and Consumer Total 4 5. Leisure Sector analysis Sector 3.8 Fig: Total continental Europe Total NB: Location of headquarters** of underlying companies in the portfolio. Does not geographic distribution** 3.6 Fig: 1.7% 1. services Business 6.1% 3. and education Healthcare 16.4% and Technology 8. 5.7% 2. Industrials 8.7% 2.3% 4.1% 4. France 8.0% 3. Germany 45.9% 1. UK 42.0% 2. North America 100.0% 100.0% 5. Scandinavia CyanMagentaYellowBlackPANTONE 1665 C : Single Page Merged HR : 1 2 PDF Page: NEW 26_4_16 Text.p27.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 3 1 10. 2006 (1.6x) 11. (1.2x) 2005 and before 11 + 4 8.1% 6.1% 8.7% 17.8% 9. 2007 (1.6x) 22.3% 8. 2008 (1.0x) 4 10 3 9 5 2 8 6 7 as a multiple of original cost. Figures in brackets represent the valuation of the investments made in each period * On a fund basis rather than a look-through* basis. Total 6. 2010 (1.6x) (1.4x) Total 4. 4. 2012 (1.6x) 5. 2011 (1.4x) 4. 4. Small buy-outs 3. 2013 (1.5x) 3. Mezzanine 2. 2014 (1.2x) 2. Mid-market buy-outs + 1. (1.1x) 2015 and onwards 12.5% 7. 2009 (2.6x) Year of investment 3.7 Fig: 1. Large buy-outs investment type* 3.5 Fig: The following graphs four analyse the closing portfolio value by 31 at January 2016. portfolio analysis portfolio ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

portfolio analysis Continued

The following table analyses the closing portfolio by value. tHIRD PARTY, Graphite Capital and ICG investments at 31 January 2016

Third party Graphite Capital ICG Total % of investment Portfolio £m £m £m £m portfolio Primary investments in funds 187.4 61.2 7.8 256.4 59.9% Secondary investments in funds 45.9 12.3 8.0 66.2 15.5% Direct and co-investments 59.6 34.0 12.0 105.6 24.6% Total portfolio 292.9 107.5 27.8 428.2 100.0% % of total 68.4% 25.1% 6.5% 100.0%

Quoted equity holdings at 31 January 2016 All quoted holdings are held indirectly through third party funds and may have restrictions on their sale. The timing of any disposal of these interests is determined by the managers of those funds.

% of investment Underlying investment Ticker £m portfolio VWR International VWR 2.6 0.6% Partnership PA 2.2 0.5% ComHem COMH 1.6 0.4% Saga SAGA 1.5 0.3% Black Knight BKFS 1.4 0.3% Party City PRTY 1.2 0.3% Elior ELIOR 1.0 0.2% Tumi TUMI 0.9 0.2% Fogo de Chao FOGO 0.7 0.2% Evonik EVK 0.6 0.1% West Corporation WSTC 0.6 0.1% Coor COOR 0.5 0.1% Univar N.V UNVR 0.5 0.1% Others (less than £0.5 million) 3.0 0.8% Total 18.3 4.2%

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14 Country Switzerland 3.3 N Germany UK Germany 0.9 Jan 13 Jan 12 Jan Manager BC Partners USA Invision Graphite Capital Graphite UK Alcuin CapitalAlcuin UK Cinven Thomas H. Lee USA Harwood CVC 11 Jan 09 Dec 08 Dec PANTONE 309 C 07 Dec 06 Dec BlackPANTONE 1665 C : Single Page Merged HR : 0 10 70 30 50 20 80 60 90 40 00 £ million 130 120 110 Investments into the portfolio into Investments 3.9 Fig: 1 PDF Page: NEW 26_4_16 Text.p29.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 Description Retailer of pet products and services of pet products Retailer Provider of hospitality training Provider Provider of civil aircraft maintenance of civil aircraft Provider Operator of members’ club of members’ Operator Manufacturer of spreads, dips and salads of spreads, Manufacturer IK Provider of laboratory services of laboratory Provider Provider of hospice care Provider Retailer of outdoor equipment and clothingRetailer Partners PAI Belgium 0.9 Operator of indoor bowling centres Operator Retailer of cosmetics Retailer

Drawdowns Co-investments and secondary fund purchases

Largest new underlying investments in the year ended 31 January 2016 January 31 ended year the in investments underlying new Largest Investment investment activity investment * Sold The Graphite by Company re-invested Capital the in year. alongside Alcuin Capital. PetSmart Swiss Education Swiss Aero Technics Aero The Groucho Club* Groucho The Salad Signature Salad Synlab Curo AS Adventure Essenden Douglas Total of 10 largest new underlying investments of 10 largest new Total New investments New ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

realisation activity

Realisations Realisations from the portfolio* Proceeds Fig: 3.10 Proceeds as percentage of opening portfolio £ million % 160 70

140 60

120 50

100 40 80 30 60

20 40

10 20

0 0 Dec Dec Dec Dec Jan Jan Jan Jan Jan Jan 06 07 08 09 11 12 13 14 15 16 * Excluding secondary sales of fund interests.

Largest underlying realisations in the year ended 31 January 2016

Year of Proceeds Investment Manager investment Realisation type £m National Fostering Agency Graphite Capital 2012 Secondary 11.9 Guardian Financial Cinven 2011 Trade 7.3 Intermediate Capital Group ICG 1989 Sale of quoted shares 5.8 Eurofiber Doughty Hanson 2012 Trade 4.2 SAFE Euromezzanine 2006 Secondary 3.3 Spire Healthcare Cinven 2007 Public offering 3.1 The Groucho Club† Graphite Capital 2006 Secondary 3.1 Lowell Group TDR 2011 Trade 2.7 Celsis Harwood 2009 Trade 2.6 Suddenlink BC Partners 2012 Trade 2.4 Total of 10 largest underlying realisations 46.4 † Sold by Graphite Capital in the year. The Company re-invested alongside Alcuin Capital.

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38.6% 69.8% 90.7% drawn Percentage Percentage

Investment period complete period Investment 1. year <1 2. years 1-2 3. years 2-3 4. years 3-4 5. £m years 4-5 6. 46.9 253.8 206.9 commitment Outstanding 3 2 4 1 £m PANTONE 309 C 336.9 503.4 840.3 Original commitment* 6 5 BlackPANTONE 1665 C : Single Page Merged HR : Commitments at 31 January 2016 – 2016 January 31 at Commitments period remaining investment 3.11 Fig: PDF Page: NEW 26_4_16 Text.p31.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 Funds in investment period Funds post investment period Funds Total * Original commitments translated are 31 at January 2016 exchange rates. New commitments relating to co-investments† New commitments relating Currency This represents a follow-on commitment Education Swiss in Group. † New commitments arising through secondary purchase of fund interests secondary purchase New commitments arising through Other Closing Opening Drawdowns New primary commitments Movement in outstanding commitments in the year to 31 January 2016 to 31 year in the in outstanding commitments Movement Commitments at 31 January 2016 at 31 Commitments commitments analysis commitments ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Commitments Analysis continued

New commitments in the year to 31 January 2016

Fund Strategy Geography £m Primary commitments Thomas H. Lee Equity Fund VII Large buy-outs USA 13.0 Charterhouse Capital Partners X Large buy-outs Europe 11.0 ICG Europe Fund VI Mezzanine and minority equity Europe 10.6 The Fourth Alcuin Fund Small buy-outs UK 9.0 Harwood Private Equity IV Small buy-outs UK 7.5 Hollyport Secondary Opportunities V Tail-end secondary portfolios Global 7.5 Total primary commitments 58.6

Commitments arising from secondary purchases of fund interests BC European Capital IX Large buy-outs Europe 4.9

Commitments relating to co-investments Swiss Education Group Provider of hospitality training Switzerland 0.6

Total new commitments 64.1

PDF Page: NEW 26_4_16 Text.p32.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Supplementary Information 33 / £m 9.0 11.0 13.0 32 10.6 Commitment Commitment PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p33.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 Description In October 2015 we committed $20 million to Thomas H. Lee Partners VII (“THLee VII”), VII (“THLee Thomas H. Lee Partners $20 million to we committed October 2015 In Thomas H. Lee Partners fund managed by billion, US, upper mid-market buy-out a $4.0 (“THLee”). of between values with enterprise will invest in buy-outs of companies VII THLee will particularly target investment opportunities in $250 million and $2.5THLee billion. and media and information and financial services, consumer and healthcare, the business services sectors. and the commitment years in recent strongly equity market has performed The US private secondary and co-investment additional will potentially generate VII THLee to opportunities in that market. In November 2015 we committed €15 million to Charterhouse Capital Partners X Charterhouse we committed €15 million to In November 2015 (“Charterhouse by being raised large buy-out fund X”), a €3.0 billion, pan-European, Capital Partners (“Charterhouse”). Charterhouse of between €250 million and values with enterprise on buy-outs will focus Charterhouse X in each of €150 million and €500 million €2.0 billion and aims to invest equity of between Charterhouse specifically Europe, Western Investing across ten to fifteen transactions. other it from which helps to differentiate looks to back incumbent management teams large buy-out fund managers. Capital Partners since 1989 in five prior funds, Charterhouse with have invested We co-investments alongside secondaries, and in seven through acquired including three the funds. In June 2015 we committed €15 million to ICG Europe Fund VI (“ICG VI”), a €3 billion VI (“ICG Fund Europe we committed €15 million to ICG June 2015 In plc (“ICG”).* Group Capital mezzanine fund managed by Intermediate pan-European of mezzanine and minority wide range will invest in a and has a flexible strategy VI ICG a diversified on mid-market companies and offers will focus equity opportunities. It and a team of Europe across has a network of six offices ICG exposure. pan-European 25 mezzanine investment professionals. we when dating back to 1989 manager relationships, is one of our most profitable ICG of ICG’s have since invested in three We the management company. of backed the start-up distinctive strategy ICG’s funds and made nine co-investments alongside the manager. risk. low downside with relatively potential return attractive offers In June 2015 we committed £9 million to The Fourth Alcuin Fund (“Alcuin IV”), a (“Alcuin Alcuin Fund The Fourth to we committed £9 million June 2015 In Capital Partners £150 million, lower mid-market, UK buy-out fund managed by Alcuin Graphite managed by Alcuin, Whilst this is our first commitment to a fund (“Alcuin”). Company’s to the including in relation with the manager, working Capital has experience of fund. predecessor Club alongside Alcuin IV’s Groucho The co-investment in recent of between £10 million and values with enterprise on buy-outs will focus Alcuin IV view to making equity investments of between £2 million and £10 million with a £30 million, The of sectors. range wide a across Alcuin has experience of investing in each transaction. types, having potential transaction regarding manager also adopts a flexible approach capital and minority investments in of management buy-in, growth variety undertaken a addition to conventional management buy-outs. * A regulated subsidiary of Intermediate Capital Group plc, ICG Alternative Investment Limited, is also the manager of the Company. Alternative Investment Limited, is also the manager of the plc, ICG Group Capital subsidiary of Intermediate * A regulated New primary New Thomas H. Lee Partners VII Thomas H. Lee Partners Charterhouse Capital Partners X ICG Europe Fund VI Fund Europe ICG The Fourth Alcuin Fund The Fourth ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Commitments Analysis continued

Commitment New primary Description £m Harwood Private Equity IV In June 2015 we committed £7.5 million to Harwood Private Equity IV (“Harwood IV”), 7.5 a £152.5 million, lower mid-market buy-out fund managed by Harwood Capital LLP (“Harwood”). We have invested with Harwood since 2005, including four co-investments in addition to the commitments to the two predecessor funds. The core focus of Harwood IV will remain UK, lower mid-market companies with enterprise values of between £10 million and £40 million where the fund will invest up to £15 million in each transaction. However, as with the predecessor funds, we expect there to be some US, lower mid-market exposure of up to 15% of the fund. Over the last two decades, Harwood’s investment team has developed a recognised expertise in public-to-private transactions in the lower mid-market segment, which have consistently generated strong returns through economic cycles. Hollyport Secondary In July 2015 we committed £7.5 million to Hollyport Secondary Opportunities Fund 7.5 Opportunities Fund V V (“Hollyport V”), a new fund being raised by Hollyport Capital (“Hollyport”). We participated in the first closing which raised £125 million. ICG Enterprise was one of Hollyport’s first institutional investors in 2007 and has now invested in all five of its funds. Hollyport V will invest in diverse portfolios of legacy private equity assets, acquired at substantial discounts in the secondary market. As Hollyport operates in a different segment of the secondary market to ICG Enterprise, the fund’s activity is complementary to our own. Investing with Hollyport offers the prospect of strong returns and also provides valuable insight into developments in the broader secondary market. New commitments arising Consideration from secondary Description £m BC European Capital IX In February 2015 we acquired a secondary interest in BC European Capital IX, a €6.7 billion 7.1 European large buy-out fund raised in 2011, in which we already had a €10.0 million primary commitment. We invested €9.4 million to acquire the secondary fund interest with a further €6.6 million undrawn commitment. At the time of acquisition the fund was 56% drawn having made 9 investments, some of which had been partially realised, with one investment successfully listed.

PDF Page: NEW 26_4_16 Text.p34.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Supplementary Information 35 % % / 34 5.8% 2.6% 2015 2015 0.5% 0.5% 57.7% 12.7% 27.7% 53.3% 39.2% 100.0% 100.0% 31 January 31 January 1.1 2.1 6.1 £m £m 25.1 91.8 54.9 119.7 2015 2015 230.1 135.0 431.9 234.0 31 January 31 January % % 7.2% 7.8% 0.5% 0.8% 2016 2016 51.7% 14.2% 28.7% 48.8% 40.3% 100.0% 100.0% 31 January 31 January 1.9 1.9 £m £m 18.4 33.5 60.9 PANTONE 309 C 131.2 2016 2016 209.1 122.8 102.3 253.8 428.2 31 January 31 January BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p35.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 – Other European – Total * Currency exposure the calculated is to location reference by the of underlying portfolio headquarters. companies’ Outstanding commitments Portfolio* – Other – US dollar Total – Sterling – Euro – Sterling – Euro – US dollar Other European – currency EXPOSURE currency ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

–

Dividend and Shareholder Analysis

Historical record

Revenue Ordinary Special Total Closing return dividend dividend dividend Net asset value mid-market per share per share per share per share per share share price Financial year ended p p p p p p 31 January 2016 11.07 11.0 – 11.0 730.9 545.0 31 January 2015 12.96 10.0 5.5 15.5 695.2 575.0 31 January 2014 19.02 7.5 8.0 15.5 677.2 563.5 31 January 2013 3.15 5.0 – 5.0 631.5 487.0 31 January 2012 6.33 5.0 – 5.0 569.4 357.0 31 January 2011 1.51 2.25 – 2.25 534.0 308.0 31 December 2009 -0.11 2.25 – 2.25 464.1 305.0 31 December 2008 5.12 4.5 – 4.5 449.0 187.0 31 December 2007 8.86 8.0 – 8.0 519.4 474.0 31 December 2006 7.44 6.5 – 6.5 454.6 386.0

Analysis of shareholders

Year ended 31 January 2016 Year ended 31 January 2015 Number of Number of shares held+ Percentage shares held Percentage (’000) of total (’000) of total Individuals 40,443 56.7% 41,635 57.1% Investment funds 19,402 27.2% 20,771 28.4% Private client wealth managers 5,246 7.4% 4,788 6.6% Pensions and endowments 3,535 5.0% 2,662 3.7% Specialist private equity investors 1,125 1.6% 1,070 1.5% Banks 807 1.1% 838 1.1% Insurance companies 268 0.4% 273 0.4% Other 501 0.7% 876 1.2% Total 71,327 100.0% 72,913 100.0%

+ Excludes 1,586,163 shares held in treasury.

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Financial Information Income Statement 38 Balance Sheet 39 Cash Flow Statement 40 Statement of Changes in Equity 41 Notes to the Financial Statements 42 Statement of Directors’ Responsibilities 60 Independent Auditors’ Report 61 Financial Information

36 / 37 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Income Statement

Year to 31 January 2016 Year to 31 January 2015 Revenue Capital Revenue Capital return return Total return return Total Notes £’000 £’000 £’000 £’000 £’000 £’000 Investment returns

Income, gains and losses on investments 2,10 12,100 33,761 45,861 13,896 19,854 33,750 Deposit interest 2 309 – 309 228 – 228 Other income 2 115 – 115 417 – 417 Foreign exchange gains and losses – 747 747 – (754) (754) 12,524 34,508 47,032 14,541 19,100 33,641

Expenses Investment management charges 3 (1,509) (4,260) (5,769) (1,452) (4,357) (5,809) Other expenses 4 (1,722) (1,123) (2,845) (1,593) (1,835) (3,428) (3,231) (5,383) (8,614) (3,045) (6,192) (9,237)

Profit before tax 9,293 29,125 38,418 11,496 12,908 24,404 Taxation 6 (1,292) 1,292 – (2,044) 2,044 – Profit for the year 8,001 30,417 38,418 9,452 14,952 24,404

Attributable to: Equity shareholders 8,001 30,417 38,418 9,452 14,952 24,404

Basic and diluted earnings per share 53.1p 33.5p

The columns headed ‘Total’ represent the income statement for the relevant financial years and the columns headed ‘Revenue return’ and ‘Capital return’ are supplementary information. There is no Other Comprehensive Income.

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39 / 38 2,112 2015 4,177 7,292 6,459 4,962 £’000 56,217 21,035 90,137 87,855 12,936 94,314 695.2p 357,830 419,009 463,489 506,864 506,864 31 January

– 634 2,112 2016 4,038 57,168 £’000 12,936 14,220 107,235 414,107 521,342 521,342 107,869 484,782 31 January 11 103,831 13 15 730.9p 12 14 7,292 10,17 356,939 10,17 10,17 Notes Jeremy Tigue ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE ICG PANTONE 309 C

BlackPANTONE 1665 C : Single Page Merged HR : Mark Fane PDF Page: NEW 26_4_16 Text.p39.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015

Investments held at fair value held at fair Investments – Unquoted investments Balance Sheet Balance Share capital Share Capital and reserves (basic and diluted) value per share Net asset Cash and cash equivalents Current assets Current

Total assets less current liabilities current less assets Total assets Net current Payables Current liabilities Current

– Quoted investments Non-current assets Non-current Revenue reserve Revenue equity Total Capital reserve Capital redemption reserve Capital redemption premium Share Directors The financial statements on pages 38 59 were approved to the by Board directors of onApril 26 2016 and signed on its behalf by: Receivables – Subsidiary investments ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Cash Flow Statement

Year to Year to 31 January 31 January 2016 2015 Notes £’000 £’000 Operating activities Sale of portfolio investments 89,941 132,953 Purchase of portfolio investments (56,213) (102,185) Interest income received from portfolio investments 8,951 8,382 Dividend income received from portfolio investments 2,882 5,458 Other income received 384 644 Investment management charges paid (5,840) (5,815) Other expenses paid (1,269) (983) Net cash inflow from operating activities 38,836 38,454

Financing activities Bank facility fee (1,963) (1,651) Purchase of shares into treasury (9,110) – Equity dividends paid 8 (14,816) (11,302) Net cash outflow from financing activities (25,889) (12,953)

Net increase in cash and cash equivalents 12,947 25,501

Cash and cash equivalents at beginning of year 11 90,137 65,390 Net increase in cash and cash equivalents 12,947 25,501 Effect of changes in foreign exchange rates 747 (754) Cash and cash equivalents at end of year 11 103,831 90,137

The notes on pages 43 to 59 form an integral part of the financial statements.

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– – – 41 / 40 Total Total Total Total £’000 £’000 equity equity 521,342 506,864 shareholders’ shareholders’ shareholders’ shareholders’

– – – (9,124) – £’000 £’000 21,035 14,220 reserve reserve reserve reserve Revenue Revenue Revenue Revenue – (14,816) (14,816) – (11,302) (11,302) – – £’000 £’000 capital capital capital capital 121,457 115,077 reserve reserve reserve reserve (21,837) (13,604) Unrealised Unrealised Unrealised Unrealised (Restated*) (Restated*)

– – – ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE ICG £’000 £’000 21,837 capital capital 13,604 reserve reserve reserve reserve 348,412 363,325 Realised Realised Realised Realised (Restated*) (Restated*)

– – – – – 4,571 10,381 9,452 24,404 – 2,200 28,217 8,001 38,418 – (9,124) – PANTONE 309 C Share Share Share Share £’000 £’000 12,936 12,936 premium premium premium premium

– – – – – – – – 2,112 2,112 £’000 £’000 Capital Capital reserve reserve reserve reserve BlackPANTONE 1665 C : Single Page Merged HR : redemption redemption redemption redemption – – – – – – – PDF Page: NEW 26_4_16 Text.p41.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 7,292 7,292 7,292 2,112 12,936 330,237 118,300 22,885 493,762 7,292 2,112 12,936 348,412 115,077 21,035 506,864 Share Share Share Share £’000 £’000 capital capital Statement of Changes in Equity Changes in of Statement The notes on pages 43 to 59 form an integral part of the financial statements integral an The notes on pages 43 to 59 form * The prior year realised and unrealised capital reserves have been restated to reflect the reclassification of capital gains from the unrealised reserve to reserve the unrealised of capital gains from the reclassification reflect to have been restated capital reserves and unrealised year realised The prior * by the same capital reserve the unrealised and reducing by £6,683,000 capital reserve the realised of increasing This has the effect reserve. the realised equity. is no impact on total shareholders’ There amount. Opening balance at 2014 1 February Opening balance at 2015 1 February Company Company Dividends paid or approved Dividends paid or approved Profit for the year and total the for Profit income comprehensive Profit for the year and total year and the for Profit income comprehensive Year to 31 January 2016 to 31 Year Year to 31 January 2015 to 31 Year Purchase of shares into treasury of shares Purchase – into treasury of shares Purchase Transfer on disposal of Transfer investments Transfer on disposal of Transfer investments Closing balance at 31 January 2016 Closing balance at 31 January 2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS

1. Accounting policies 43 2. Gains and losses on investments held at fair value – revenue return 47 3. Investment management charges 47 4. Other expenses 48 5. Directors’ remuneration and interests 48 6. Taxation 49 7. Earnings per share 49 8. Dividends 50 9. Subsidiary undertakings and unconsolidated structured entities 50 10 Investments 51 11. Cash and cash equivalents 52 12. Receivables – current 53 13. Payables – current 53 14. Share capital 53 15. Net asset value per share 53 16. Capital commitments and contingencies 54 17. Financial instruments and risk management 55 18. Related party transactions 59

PDF Page: NEW 26_4_16 Text.p42.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Financial Information 43 / 42 10, the Company Company balances January 2016, in 1(h). Enterprise Trust Limited Partnership Enterprise Trust the indirect generating costs of capital shouldgains also be shown the in capital the column of income statement. If the Board decides should this that be so, the management fee should be allocated between revenue and capital accordancein with the Board’s expectedlong returns, and term of split other expenses should be charged to capital only the to extent a clear that connection with the or maintenance enhancement the of value of investments can be demonstrated. • The Board should determine whether The accounting policy regarding the allocation expenses of out set in is note At previous balance sheet dates, ICG (2) Limited and Enterprise ICG Trust Partnership (formerly Graphite Enterprise Limited Partnership and Trust (2) Limited Graphite Enterprise Trust Partnership, together “the Partnerships”) thewere consolidated financial into statements the of as subsidiaries 31 At Company. accordance with IFRS has elected not consolidate the to Partnerships. As a result, the Company no longer prepares consolidated financial statements. The balances which were presented year’s financial last in statements as Parent noware presented as Company balances. Therefore the amounts previously presented as non-controlling interests includedare unquoted in investments. This purely is a presentational change and there has been no impact on the net asset value the Company. of ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE ICG PANTONE 309 C assets. The principal BlackPANTONE 1665 C : Single Page Merged HR : sold and on investments held arising on the revaluation of or disposal investments classified as held fair at value through profit or loss should be shown the in capital the column of statement. income a fixedfor amount respect (whether in dividends,of or otherwise) interest should be shown the in revenue column statement. income the of (a) Basis of preparation Basis of (a) The financial the information for year ended 31 January 2016 has been prepared accordance in with the Companies Act 2006 as applicable to Internationalcompanies Financial using Reporting Standards (“IFRS”). IFRS comprises standards and interpretations approved the by International Accounting Standards Board and the IFRS Interpretations Committee as adopted in the European Union 31 as at January 2016. These financial statements have been prepared on a goingconcern basis and on the of historical basis cost accounting, modified the for revaluation certainof accounting policies adopted set out are These below. policies been have applied throughoutconsistently the current and year. prior In order reflect to the activities an of investment trust company, supplementary whichinformation analyses the income statement between a revenue of and items capital has been nature presented alongside the income statement. In incomeanalysing between total capital and revenue returns, the directors have followed the guidance contained the in RecommendedStatement of Practice for investment trusts issuedthe by Association Investment of Companies in November 2014 (“the SORP”). The following requirements the of SORP have followed: been • Capital and gains losses on investments • on Returns or any share debt security PDF Page: NEW 26_4_16 Text.p43.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 Enterprise Trust plc (“the Company”, Enterprise Trust

1 Accounting policies1 Accounting These financial statements to relate ICG formerly PLC). Graphite Enterprise Trust The registered address and principal theplace business of of Company is JuxonHouse, 100 Paul’s Churchyard, St 8BU.London EC4M ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

Future changes to accounting policies statements as investments held at fair The valuation of the subsidiaries takes The following standards have been value) and are measured at subsequent into account an accrual for the published and will be mandatory for the reporting dates at fair value. Changes in estimated value of interests in the Company in the future. the value of all investments held at fair co-investment incentive scheme. Under value, which include returns on those these arrangements, ICG and certain of IFRS 9 – Financial instruments (mandatory investments such as dividends and its executives and, in respect of certain for the Company from the year to interest, are recognised in the income historic investments, the executives and 31 January 2019) statement and are allocated to the connected parties of the Former Manager revenue column or the capital column in (together “the Co-investors”), are IFRS 15 – Revenue from Contracts with accordance with the SORP (see required to co-invest alongside the Customers (year to 31 January 2018). note 1(a)). More detail on certain Company, for which they are entitled to These are not currently expected to have categories of investment is set out below. a share of investment profits if certain performance hurdles are met. These a significant effect on the financial Unquoted investments statements. arrangements are discussed further Fair value for unquoted investments is in the Report of the Directors on (b) Financial assets established by using various valuation page 71. At 31 January 2016, the accrual techniques. The Company classifies its financial assets was estimated as the theoretical value in the following categories: at fair value Funds and co-investments are valued at of the interests if the portfolio had been through profit or loss; and loans and the underlying investment manager’s sold at the carrying value at that date. receivables. The classification depends valuation where this is consistent with the Current asset investments held at on the purpose for which the financial requirement to use fair value. fair value assets were acquired. The classification Current asset investments may include of financial assets is determined at initial Where this is not the case adjustments investments in fixed income funds or recognition. are made or alternative methods are used as appropriate. The most common reason instruments. These are valued based on Financial assets at fair value through for adjustments is to take account of the redemption price as at the balance profit or loss events occurring after the date of the sheet date, which is based on the value of The Company classifies its quoted and manager’s valuation, such as realisations. the underlying investments. unquoted investments as financial assets The fair value of direct unquoted Associates at fair value through profit or loss. These investments is calculated in accordance Investments which fall within the assets are measured at subsequent with the 2015 International Private Equity definition of an associate under IAS 28 reporting dates at fair value and further and Venture Capital Valuation Guidelines. (Investments in associates) are accounted details of the accounting policy are The primary valuation methodology used for as investments held at fair value disclosed in note 1(c). is an earnings multiple methodology, with through profit or loss, as permitted by Loans and receivables other methodologies used where they are that standard. more appropriate. Loans and receivables are non- derivative IAS 28 requires certain disclosures to be financial assets with fixed or determinable Quoted investments made about associates, including payments that are not quoted in an active Quoted investments are held at the last summary historical financial information, market. These are classified as current traded bid price on the balance sheet even where these associates have been assets and measured at amortised cost date. When a purchase or sale is made accounted for in accordance with IAS 39 using the effective interest method. The under contract, the terms of which and held at fair value. The Company has a Company’s loan and receivables comprise require delivery within the timeframe of small number of investments which fall cash and cash equivalents and trade and the relevant market, the contract is within the definition of an associate, all of other receivables in the balance sheet. reflected on the trade date. which are held at fair value. (c) Investments Subsidiary undertakings All investments are designated upon initial The investments in the subsidiaries are recognition as held at fair value through recognised at fair value through profit profit or loss (described in these financial and loss.

PDF Page: NEW 26_4_16 Text.p44.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Financial Information 45 / 44 and the in liabilities financial statements and the corresponding tax bases used in the computation taxable of profit, and is theaccounted using for balance sheet liability method. Deferred tax liabilities are recognised for taxableall temporary differences and deferred tax assets recognised are the to extent probable is it that taxable that profits will be available against which deductible temporary differences can be utilised. Deferred tax assetsnot are recognised respect in tax of losses carried forward periods. future to Deferred tax calculated is the at tax rates expected are that apply to the in period when the liability settled is or the assets realised.are Deferred tax charged is or credited the in income statement, except charged items when to or relates it credited directly equity, which in to case the deferred tax also dealt with is in equity. (j) currency translation Foreign The functional currency the of Company the sterling is is since that currency the of primary economic environment which in the Company operates. The presentation currency the for Company also sterling. is currencies in Transactions other than sterling recorded are the at rates of exchange prevailing the on of the dates transactions. At each balance sheet date, financial assets and liabilities denominated in foreign currencies are translated the at rates prevailing on the balance sheet date. Gains and losses arising on the translation investmentsof held fair value at are included within and gains losses on investments held fair value at the in income statement. Gains and losses arising on the translation other of financial included are assets and liabilities within exchangeforeign and gains losses the in statement. income ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE ICG PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : acquisition of investmentsacquisition of (transaction allocated are the to capital costs) column. investmentsdisposal of deducted are thefrom disposal proceeds of investments and also therefore effectively allocated theto capital column. majority long of the term from returns portfolio be to generated capital from gains. The investment management and bank facility charges been have allocated 75% the to capital column and 25% the to revenue column line in with expectation.this capital column where a clear connection with the or enhancement maintenance theof value investments of can be demonstrated. (i) Taxation (i) Investment trusts which approval have as such under Section 1158 the of ActCorporation 2010 not are liable Tax taxationfor on capital gains. recognised the in income statement Tax represents current the of tax sum and deferred tax charged or credited the in The tax effect year. of different of items expenditure allocated is between capital and revenue on the same as the basis particular which relates. to it item Deferred tax the is tax expected be to payable or recoverable on the difference between the carrying amounts assets of (h) Expenses (h) All expenses accounted are on an for accruals basis. Expenses allocated are to the revenue column the in income statement with the following exceptions: • Expenses which incidental are the to • Expenses which incidental are the to • The Board expects the substantial • Other expenses allocated are the to All expenses allocated the to capital column are treated as realised capital 1(k)). note losses (see PDF Page: NEW 26_4_16 Text.p45.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 (g) Income (g) When probable is it economic that benefits willflow the to Company and the amount can be measured interest reliably, recognisedis the using effective interest method. Dividends receivable on quoted equity account brought on are theshares into receivable Dividends date. ex-dividend on equity where shares no ex-dividend applicable is date brought are into account when the Company’s right to receive payment is established. Income distributions funds from are recognised when the right to distributions is established. (f) Dividend (f) distributions Dividend distributions shareholders to recognisedare the in period which in they paidare or approved. (e) Cash andCash cash equivalents (e) Cash comprises cash hand in and on-demand deposits. Cash equivalents shortare term, highly liquid investments readily are that convertible known to amounts cash of and subject are that an to insignificant changes risk of value. in (d) Receivables (d) Receivables include unamortised fees which were incurred directly in relation to the agreement a financing of facility. These fees will be amortised the over life theof facility on a straight line basis. The required disclosures IAS by 28 have not been made. It considered is that, the in context the of investment portfolio, such information would users not be to useful theof financial statements. Information is considered helps it if users useful assess the net value asset the of Company or the future growth therein. Many factors are accounttaken into in determining the fair value individual of investments, which of historical financial only is information one. alone, information this would not be Taken making in useful such an assessment and would be misleading in some instances. ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

(k) Revenue and capital reserves Judgment is also required when The revenue return component of total determining whether the underlying income is taken to the revenue reserve investment managers’ valuations are within the Statement of Changes in Equity. consistent with the requirements to use The capital return component of total fair value. income is taken to the capital reserve (n) Segmental reporting within the Statement of Changes in Equity. Operating segments are reported in a Gains and losses on the realisation of manner consistent with the internal investments including realised exchange reporting provided to the chief operating gains and losses and expenses of a capital decision maker. The chief operating nature are taken to the realised capital decision maker who is responsible for reserve (see note 1(h)). Changes in the allocating resources and assessing valuations of investments which are held at performance of the segments has been the year end and unrealised exchange identified as the Board. It is considered differences are accounted for in the that the Company’s operations comprise unrealised capital reserve. a single operating segment. (l) Treasury Shares Shares that have been repurchased into treasury remain included in the share capital balance, unless they are cancelled. (m) Critical estimates and assumptions Estimates and judgements used in preparing the financial information are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results. The only estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities relate to the valuation of unquoted investments. Note 1(c) sets out the accounting policy for unquoted investments. Judgement is required in order to determine appropriate valuation methodologies and subsequently in determining the inputs into the valuation models used. These judgements include making assessments of the maintainable earnings of portfolio companies and appropriate earnings multiples to apply. Although the judgements are significant, the valuation guidelines are clear, well established and supported by a large part of the global private equity industry.

PDF Page: NEW 26_4_16 Text.p46.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Financial Information 47 / 53 228 417 645 46 2015 1,219 1,219 Total 3,767 3,767 8,910 5,809 £’000 £’000 12,677 14,541 13,896 13,896 31 January Year ended ended Year 40 115 658 658 309 424 2016 2,752 4,357 8,690 £’000 £’000 11,442 12,100 12,100 12,524 Capital 31 January Year ended ended Year Year ended 31 January 2015 ended 31 Year 13 1,452 1,439 4,317 5,756 £’000 Revenue Total ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE 5,769 £’000 ICG 16 110 PANTONE 309 C 4,260 £’000 Capital Year ended 31 January 2016 ended 31 Year 94 1,415 4,244 5,659 1,509 £’000 Revenue BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p47.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 2 Gains and losses on investments held at fair value – revenue return value 2 Gains fair and on losses investments held at 3 Investment management charges The charges out set the in table below were payable Graphite to Capital Management managing for the the Former LLP, Manager, TheCompany. Former Manager a related party. is Unquoted Analysis of income from investments from of income Analysis Quoted in the United Kingdom Other income on cash Deposit interest Other Total income Total The allocation the investment management of total charges was unchanged 2016 in with 75% allocated the of total capital to and 25% revenue. to allocated The fee charged was 1.5% the of value assets invested and of 0.5% outstanding of commitments, both in cases excluding funds managed Graphiteby Capital. No charged fee is on cash or liquid balances. asset The amounts payable during the out set are year above. At 31 January 2016 management £1,312 fees of were prepaid (31 VAT) January (excluding 2015: accrual £70,000). of Overseas interest and dividends Overseas interest Income from investments from Income UK companies Dividends from UK investment income Investment management charge Irrecoverable VAT Irrecoverable ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

3 Investment management charges (continued) The Company has also borne management charges payable to Graphite Capital for managing the Company’s investments in Graphite funds:

Year ended Year ended 31 January 31 January 2016 2015 £’000 £’000 Graphite Capital Partners VI* (120) 150 Graphite Capital Partners VII 86 392 Graphite Capital Partners VIII 1,561 1,376 1,527 1,918 * In the year to 31 January 2016, Graphite Capital Partners VI credited the Company with £120,000 of management charges. Following the appointment of ICG as manager on 1 February 2016, the management fee charged for managing the Company has been reduced to 1.4% (from 1.5%) of the value of invested assets and 0.5% of outstanding commitments, in both cases excluding funds managed by Graphite Capital and now also funds managed by ICG. 4 Other expenses The Company did not employ any staff in the year to 31 January 2016 (2015: none).

Year ended Year ended 31 January 2016 31 January 2015 £’000 £’000 £’000 £’000 Directors’ fees (see note 5) 252 234 Fees payable to the Company’s auditor for the audit of the Company’s annual accounts 61 61 Fees payable to the Company’s auditor and its associates for other services: Audit of the accounts of the subsidiaries 35 35 Audit-related assurance services 20 21 Other services not covered above 6 12 Total auditors’ remuneration 122 129 Administrative expenses 987 586 1,361 949 Bank facility costs allocated to revenue 361 644 Expenses allocated to revenue 1,722 1,593

Bank facility costs allocated to capital 1,084 1,835 Transaction costs allocated to capital 39 – Expenses allocated to capital 2,845 3,428

5 Directors’ remuneration and interests The fees paid by the Company to the directors are shown in the Directors’ Remuneration section on page 78. No income was received or receivable by the directors from any other entity in the Company. The directors’ interests in the share capital of the Company are shown in the Report of the Directors on page 79.

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ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE ICG PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p49.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 £24,404,000) the by weighted average number ordinary of outstanding shares during the year. £9,452,000) the by weighted average number ordinary of outstanding shares during the year. 7 Earnings share per 6 Taxation 6 In both the current and prior years the tax charge was lower than the standard corporation rate of tax, principally the due to Company’s as an investment trust, status which means capital that not are gains subject corporation to tax. The standard rate of corporation tax the in UK changed 21% from 20% to with effect 1 April from 2015. Accordingly theCompany’s profits the for year ended 31 January 2016 taxed are an effective at 20.17%. rate of The effect and this of other affecting items the tax charge shown is in below. 6(b) note – excess management expenses utilised in the year management expenses utilised in the excess – – other deductions Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 20.17% of 20.17% tax in the UK of corporation rate activities multiplied by standard on ordinary Profit (2015: 21.33%) tax purposes – expenses not deductible for Effect of: Effect tax not subject to corporation – net investment returns tax – UK dividends not subject to corporation b) Factors affecting tax charge for the year the tax charge for affecting b) Factors tax activities before on ordinary Profit UK corporation tax at 20.17% (2015: 21.33%) tax at 20.17% UK corporation Total tax charge Total The Company has no carried forward management excess expenses (2015: There nil). no are carried forward deferred tax assets or (2015: Dueliabilities the nil). to Company’s as an investment trust, status and continue the to meeting intention the conditions required obtain approval to the in foreseeable the future, Company has not provided deferred tax on any capital and gains losses arising on the revaluation or investments. disposal of investments all For the tax base equal the is to carrying amount. Tax credit on items allocated to capital credit Tax a) Analysis of charge in the year of charge in the a) Analysis charge on items allocated to revenue Tax share per ordinary return Revenue share per ordinary Capital return Earnings per ordinary share (basic and diluted) share Earnings per ordinary Revenue per return ordinary calculated is share dividing by the revenue attributable return equity to shareholders£8,002,000 of (2015: Capital per return ordinary calculated is share dividing by the capital attributable return equity to shareholders £30,416,000 of (2015: £14,952,000) the by weighted average number ordinary of outstanding shares during the year. Basic and earnings diluted per ordinary calculated are share dividing by the earnings attributable equity to shareholders of £38,418,000 (2015: The weighted average number ordinary of those held outstanding shares treasury) in during (excluding the was year 72,310,909 (2015: 72,913,000). There were no potentially dilutive shares, such as options or warrants, either in year. ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

8 Dividends Year ended Year ended 31 January 31 January 2016 2015 £’000 £’000 Final in respect of year ended 31 January 2015: 10.0p (PY: 7.5p) per share 7,232 5,468 Special in respect of year ended 31 January 2015: 5.5p (PY: 8.0p) per share 3,977 5,834 Interim in respect of year ended 31 January 2016: 5.0p (PY: nil) per share 3,607 – Total 14,816 11,302 The Board has proposed a final dividend of 6.0p per share in respect of the year ended 31 January 2016 which, if approved by shareholders, will be paid on 20 June 2016, to shareholders on the register of members at the close of business on 3 June 2016. 9 Subsidiary undertakings and unconsolidated structured entities Subsidiary undertakings ICG Enterprise Trust Limited Partnership and ICG Enterprise Trust (2) Limited Partnership (“the Partnerships”), which are registered in England, were subsidiary undertakings at 31 January 2016. Following the adoption of IFRS 10, the Partnerships are no longer consolidated and are instead included in unquoted investments at fair value. The value of the subsidiaries is shown net of an accrual for the interests of the Co-investors in the co-investment incentive scheme. As at 31 January 2016, £11,939,000 (2015: £9,730,000) was accrued in respect of these interests at the year end. During the year, the Co-investors invested £414,000 and received payments of £4,586,000. More than 90% of payments related to investments made in 2008 or before, reflecting the very long term nature of the incentive scheme. See page 71 for further details of the operation of the scheme. Unconsolidated structured entities The Company’s principal activity is investing in private equity funds and directly into private companies. Such investments may be made and held via a subsidiary. The majority of these investments are unconsolidated structured entities as defined in IFRS 12.

The Company holds interests in closed ended limited partnerships which invest in underlying companies for the purposes of capital appreciation. The Company and the other limited partners make commitments to finance the investment programme of the relevant manager, who will typically draw down the amount committed by the limited partners over a period of four to six years.

The table below classifies the Company’s interests in unconsolidated structured entities by manager (Graphite Capital, the former Manager, ICG, the Manager, or other third party managers) and by type of investment (fund, giving exposure to a portfolio of companies, or co-investment, giving exposure to a single company in each case). The table presents for each category the related balances and the maximum exposure to loss. Co-investment Maximum Unquoted incentive loss investments scheme accrual Total exposure £’000 £’000 £’000 £’000 Graphite Capital fund investments 73,519 – 73,519 73,519 Graphite Capital co-investments 32,381 (929) 31,452 31,452 ICG fund investments 15,859 (341) 15,518 15,518 ICG co-investments 11,979 (332) 11,647 11,647 Third party fund investments 233,240 (7,948) 225,292 225,292 Third party co-investments 56,007 (1,919) 54,088 54,088 422,985 (11,469) 411,516 411,516 The Company also holds investments of £2,591,000 that are not unconsolidated structured entities. Further details of the Company’s investment portfolio are included in the Supplementary Information section on pages 22 to 36.

PDF Page: Text50 27thApril.p1.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Financial Information 51 / 50 Total Total £’000 £’000 28,217 10,381 121,457 115,077 115,077 414,107 414,107 118,300 419,009 419,009 – (127,855) – (89,941) – 9,473 – 5,544 150 2,173 57,168 57,168 £’000 £’000 56,217 56,217 26,657 26,807 26,807 28,984 Subsidiary Subsidiary Undertakings Undertakings 9,432 25,715 £’000 £’000 85,198 85,198 92,473 89,370 357,830 357,830 356,939 356,939 Unquoted Unquoted – – – – 264,466 28,184 292,650 – 109,990 (7,963) 102,027 – 52,500 (1,222) 51,278 – (127,855) – 9,473 – 5,544 329 799 ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE 2,273 4,163 356,970 64,030 424,983 3,072 3,072 1,890 272,632 29,410 303,932 1,890 272,632 29,410 303,932 1,890 267,420 37,373 306,683 4,962 4,962 4,962 357,830 56,217 419,009 £’000 £’000 (5,291) (84,650) ICG Quoted Quoted PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p51.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 balance sheet date balance sheet date * The prior year unquoted cost and unrealised appreciation balances have been restated to reflect a reclassification of capital proceeds from a return of a return from of capital proceeds a reclassification to reflect have been restated balances appreciation year unquoted cost and unrealised The prior * by the same appreciation unquoted unrealised by £6,683,000 and decreasing unquoted cost of increasing This has the effect gains. cost to realised amount. 10 Investments 10 The tables below analyse the movement the in carrying value the of investment portfolio In accordance with accounting the in year. standards, has been note this prepared on a fund-level rather basis than an underlying investment basis. A fund considered is generate to more is it realised than if 85% gains drawn and has returned least the at amount the by invested All and gains Company. losses arising the from underlying investments such funds presented are of as realised. All and gains losses in respect other of funds are presented as unrealised. Direct investments considered are realised when they sold. are An and gains analysis of losses on a look-through underlying presented is on investment basis page the 12 of Portfolio Review. Valuation at 1 February 2014 February at 1 Valuation Cost at 31 January 2015 (restated*) at 31 Cost Valuation at 31 January 2015 at 31 Valuation January 2015 at 31 Valuation Valuation at 31 January 2016 at 31 Valuation Valuation at 1 February 2015 at 1 February Valuation January 2016 at 31 Cost Valuation at 31 January 2016 at 31 Valuation Cost at 1 February 2015 at 1 February Cost 2014 at 1 February Cost Movements in the year: Movements in the at cost Purchases Unrealised appreciation at 31 January 2015 (restated*) at 31 appreciation Unrealised Unrealised appreciation at 31 January 2016 at 31 appreciation Unrealised Movements in the year: Movements in the at cost Purchases Unrealised appreciation at 1 February 2015 at 1 February appreciation Unrealised at appreciation Unrealised 2014 1 February Sales – proceeds Sales – capital proceeds at previous value based on carrying gains and losses realised – at previous value based on carrying gains and losses realised – Movement in unrealised appreciation Movement in unrealised Movement in unrealised appreciation Movement in unrealised ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

10 Investments (continued) 31 January 31 January 2016 2015 £’000 £’000 Realised gains based on cost (restated*) 27,381 23,077 Amounts recognised as unrealised in previous years (restated*) (21,837) (13,604) Realised gains based on carrying values at previous balance sheet date 5,544 9,473 Increase in unrealised appreciation 28,217 10,381 Gains on investments 33,761 19,854 * See footnote on previous page.

Related undertakings At 31 January 2016, the Company held interests in two limited partnership subsidiaries, ICG Enterprise Trust Limited Partnership and ICG Enterprise Trust (2) Limited Partnership. The value of these interests represented 73% and 86% respectively of the net assets of each partnership at the balance sheet date. The registered address and principal place of business of both partnerships is Juxon House, 100 St Paul’s Churchyard, London EC4M 8BU.

In addition the Company held an interest (including indirectly through its subsidiaries) of more than 20% in the following entities:

Investment Instrument % interest* Cognito IQ Limited Preference shares 43.3% Cognito IQ Limited Ordinary shares 32.5% CSP Secondary Opportunities II Unit Trust** Limited partnership interests 59.7% Graphite Capital Partners VII Top Up Plus+ Limited partnership interests 20.0% Graphite Capital Partners VIII Top Up+ Limited partnership interests 41.1% Standard Brands (UK) Limited Ordinary shares 63.0% The Groucho Club Limited Ordinary shares 21.6% The Laine Pub Company Limited Preference shares 42.6% The Laine Pub Company Limited Ordinary shares 30.0% * The percentage shown for limited partnership interests represents the proportion of total commitments to the relevant fund. The percentage shown for shares represents the proportion of total shares in issue. ** Address of principal place of business is No 1 Seaton Place, St Helier, Jersey JE4 8YJ + Address of principal place of business is Berkeley Square House, Berkeley Square, London W1J 6BQ

These investments are not considered subsidiaries as the Company does not exert control over the activities of these companies/ partnerships.

11 Cash and cash equivalents 31 January 31 January 2016 2015 £’000 £’000 Cash at bank and in hand 103,831 90,137

PDF Page: NEW 26_4_16 Text.p52.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Financial Information – 53 / 52 1,931 2015 2015 4,177 2,246 6,459 6,459 £’000 £’000 £’000 Nominal 31 January 31 January 97 537 634 1,912 2016 2016 2,126 4,038 £’000 £’000 31 January 31 January £’000 Number Nominal Authorised and fully paid Issued ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE Number ICG 120,000,000 12,000 72,913,000 7,292 PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p53.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 72,913,000) ordinary the at issue end. in year shares There were no potentially dilutive ordinary shares, such as 695.2p). Equity share capital Equity share Balance at 31 January 2015 and 31 January 2016 31 January 2015 and Balance at 31 All ordinary a nominal have shares value 10.0p. of At 31 January 2016, 72,913,000 had shares been allocated, called and up fully paid. Of the total, this Company held 1,586,163 treasury in shares (2015: nil) leaving 71,326,837 outstanding, shares which of all equal have rights.voting The value market the of Company’s ordinary 31 at shares March 1982 was 16p. 15 Net share asset per value The net value asset per calculated is share on equity attributable equity to holders £521,342,000 of (2015: £506,864,000) and on 71,326,837 (2015: options or warrants, either at end. year Calculated on both the basic and the basis diluted net value asset per was share 730.9p (2015: 14 Share14 capital 13 Payables – current 13 Payables 12 Receivables – current Receivables 12 As 31 at January 2016, prepayments and accrued income included £999,000 (2015: £1,439,000) unamortised of costs relation in to the bank Of facility. amount this £468,000 (2015: £704,000) expected is be to amortised less in than one year. Prepayments and accrued income Prepayments Subsidiary undertakings Accruals Other creditors ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

16 Capital commitments and contingencies The Company and its subsidiaries had uncalled commitments in relation to the following portfolio investments.

31 January 31 January 2016 2015 £’000 £’000 Graphite Capital Partners VIII* 56,019 61,154 Graphite Capital Partners VII* 7,644 7,644 Graphite Capital Partners VI 2,084 5,400 Graphite Capital Partners V – 873 Total Graphite funds 65,747 75,071 ICG Europe Fund VI 11,327 – ICG European Fund 2006B 8,937 10,824 ICG Europe Fund V 514 1,177 Total ICG funds 20,778 12,001

Thomas H. Lee Partners VII 12,449 – Charterhouse Capital Partners X 11,442 – Silverfleet II 11,442 11,270 PAI Europe VI 10,624 11,475 CVC Capital Partners VI 9,724 13,929 Activa Capital Fund III 9,218 11,022 The Fourth Alcuin Fund 8,541 – Bowmark Capital Partners V 7,091 8,542 Hollyport Secondary Opportunities V 6,975 – Harwood Private Equity IV 6,600 – Doughty Hanson & Co V 5,807 5,720 Fifth Cinven Fund 4,945 7,814 Egeria Private Equity Fund IV 4,771 5,831 Bain Capital Europe IV 4,745 6,011 BC European Capital IX 4,567 3,287 TDR Capital III 4,119 5,898 Nordic Capital Fund VIII 3,913 4,880 Fourth Cinven Fund 2,853 3,654 TowerBrook IV 2,843 3,002 Deutsche Beteiligungs AG Fund VI 2,836 3,840 Permira V 2,574 5,098 Steadfast Capital III 2,037 2,406 Commitments of less than £2,000,000 at 31 January 2016 27,131 33,222 Total third party 167,247 146,901

Total commitments 253,772 233,973 * Includes related Top Up Funds. In addition, the Company has issued a £3 million (2015: £3 million) guarantee to a bank in respect of a portfolio company.

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Other £’000 102,202 Euro £’000 128,210 ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE £’000 87,093 12,359 7,783 107,235 Sterling 203,837 115,851 94,419 414,107 290,930 ICG PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p55.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 an investment trust under the section provisions of 1158 Act the of Corporation 2010 (“Section Tax 1158”). The Company’s objective is provideto shareholders with long term capital growth through unquoted investment in companies, mostly through specialist funds but also directly. Investments funds approximately in anticipated have lives of years. ten Direct investments made are with an anticipated holding period betweenof three and five years. Investment provide usually agreements any that loans advanced will, companies however, investee to a longer for are period than this. The agreements will provide usually repayments for beto made instalments by with full provision for repayment on sale or flotation. 31 January 2016 Market risk Market (i) Currency risk The Company’s investments principally are the in UK and continental Europe and primarily are denominated sterling in and euros. in There also are smaller amounts US in dollars and other in European currencies. The Company exposed is currency to that risk in movements the in value sterling against of these currencies foreign will affect the netvalue asset and the cash required fund to undrawn commitments. The Board regularly reviews the currency level foreign of denominated assets and outstanding commitments thein context current conditions of market and may decide buy to or sell currency or put place in currency hedging arrangements. The composition the of net assets the of Company currency by the at end year out set below: is Financial risk managementFinancial risk The Company’s activities expose a variety to it currency financial of risks: risk (comprising rate risk, risk and market priceinterest risk), investment risk, credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial and markets seeks adverse potential minimise effects to on the Company’sfinancial performance. The Manager overall has responsibility managing for the risks and the framework monitoring for and coordinating these risks. This monitored is the by Board. The Company’s financial risk management objectives and processes used manage to these risks not have changed the from previous period and the policies out set are below: 17 Financial17 instruments and risk management The Company an investment company is as defined section by 833 the of Companies Act 2006 and conducts its affairsto soas Investments Cash and cash equivalents and other net current assets and other net current Cash and cash equivalents ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

17 Financial instruments and risk management (CONTINUED)

Sterling Euro Other Total 31 January 2015 £’000 £’000 £’000 £’000 Investments 257,555 95,787 65,667 419,009 Cash and cash equivalents and other net current assets 81,045 3,065 3,745 87,855 338,600 98,852 69,412 506,864

These figures are based on the currency of the location of the underlying portfolio companies’ headquarters.

The effect of a 25% increase or decrease in the sterling value of the euro would be a fall and a rise of £28.9 million and £27.9 million in the value of shareholders’ equity at 31 January 2016 respectively (2015: £27.9 million and £27.4 million based on 25% increase or decrease). The effect of a 25% increase or decrease in the sterling value of the euro on profit after tax would be a fall and a rise of £30.6 million and £30.6 million (2015: £29.8 million and £29.8 million based on 25% increase or decrease). The percentages applied are based on market volatility in exchange rates over recent periods.

(ii) Interest rate risk The fair value of the Company’s investments and cash balances are not directly affected by changes in interest rates.

(iii) Price risk The risk that the value of a financial instrument will change as a result of changes to market prices is one that is fundamental to the Company’s objective, which is to provide long term capital growth through investment in unquoted companies. The investment portfolio is continually monitored to ensure an appropriate balance of risk and reward in order to achieve the Company’s objective. No hedging of this risk is undertaken.

The Company is exposed to the risk of change in value of its private equity investments. For all investments the market variable is deemed to be the price itself. The table below shows the impact of a 30% increase or decrease in the valuation of the investment portfolio.

31 January 2016 31 January 2015 Increase Decrease Increase Decrease in variable in variable in variable in variable £’000 £’000 £’000 £’000 30% (2015: 30%) movement in the price of investments Impact on profit after tax 128,053 (128,133) 129,179 (129,263) Impact as a percentage of profit after tax 285.8% (286.0%) 480.4% (480.7%) Impact on shareholders’ equity 118,036 (121,208) 120,713 (122,769) Impact as a percentage of shareholders’ equity 22.6% (23.2%) 23.8% (24.2%)

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million and €38.1 ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016 & ACCOUNTS REPORT PLC TRUST ENTERPRISE ICG PANTONE 309 C million, which are structured which as parallel sterling and euro facilitiesmillion, BlackPANTONE 1665 C : Single Page Merged HR : million will expire in March 2017. Themillion remaining will expire balance £30 March of in 2017. PDF Page: NEW 26_4_16 Text.p57.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 million. The facilities provided are jointly Lloyds by and The Royal Bank Scotland of (“RBS”).total the Of (“Lloyds”), which currently Moody’s, from has a credit rating A1 of and represents this the maximum exposure credit to Bank risk at therisk at balance sheet No date. held collateral is the by Company respect in these of amounts. None the of Company’s cash deposits duewere past or impaired 31 at January 2016 (2015: nil). Capital risk management risk Capital The Company’scapital represented is its by net assets, which managed are achieve the to Company’s investment objective. The Company currently no has debt. The Board can manage the capital structure directly the has taken since it powers, and issue buy-back to which seeking is it renew, to andshares also determines it dividend payments. The Company subject is externally to imposed capital requirements with respect to the obligation and ability pay dividends to section by Act 1159 Corporation 2010 and the by Tax Companies Act 2006, respectively. equity 31 at JanuaryTotal 2016, the composition which of shown is on the balance sheet was £521,342,000 £506,864,000).(2015: of £50of million and €61.7 facilities, the balance £20 of million and €23.6 The Company significant has unquoted investments in companies which inherently are The illiquid. substantial Company has also undrawn commitments to funds, the majority great which be of to likely are called the over next five years. The Company aims to manage its affairs sufficient ensure to cash, other liquid assets and undrawn borrowing facilities will be available meet to contractual commitments when they called are and also seeks cash have generally to available meet to other short term financial needs. All cash and cash equivalents available are on demand. The and Company’s liquidityflows managementcash policy involves projecting considering the liquidity level of necessary meet to these. The Company committed has access to bank a headline facilities of £97 Liquidity risk 17 Financial17 instruments and risk management (CONTINUED) risk and credit Investment risk Investment (i) Investment the is risk the risk that financial performance the of companies which in Enterprise ICG invests either improves or deteriorates, thereby affecting the value investment. that of Investments unquoted in companies whether indirectly or directly by are their subject nature investment potential losses. to The investment portfolio highly is diversified. (ii) Credit risk The Company’s exposure credit risk arises to principally its from cash investment in deposits. The the Company majority invest aims to itsof liquid portfolio assets in which low have credit risk. The Company’s policy exposure any one limit 15% to to investment to is of assets.gross This regularly is monitored the by Manager as a part its of cash management process. Of amount this £35,731,000 Cash held is on deposit with three UK was banks deposited at and totalled £103,831,000£90,137,000). (2015: Lloyds expire in April 2019. As 31 at January 2016 the Company’s financial amounted £634,000 liabilities to payables of (2015: £6,459,000) which were due in one than less year. ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

NOTES TO THE FINANCIAL STATEMENTS continued

17 Financial instruments and risk management (continued) Fair values estimation IFRS 7 requires disclosure of fair value measurements of financial instruments categorised according to the following fair value measurement hierarchy:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The valuation techniques applied to level 1 and level 3 assets are described in note 1(c). There were no level 2 assets.

Level 3 assets constitute the majority of the Company’s investments. The sensitivity of the Company’s investments to a change in value is discussed on pages 55 and 56. As most of the Company’s assets are fund investments and co-investments valued on the basis of underlying investment managers’ valuations, no further sensitivity analysis is presented.

The following table presents the assets that are measured at fair value at 31 January 2016. The Company had no financial liabilities measured at fair value at that date.

Level 1 Level 2 Level 3 £’000 £’000 £’000 Investments held at fair value Unquoted investments – indirect – – 272,495 Unquoted investments – direct – – 84,444 Quoted investments – direct – – – Subsidiary undertakings – – 57,168 Total investments held at fair value – – 414,107

The following table presents the assets that are measured at fair value at 31 January 2015. The Company had no financial liabilities measured at fair value at that date.

Level 1 Level 2 Level 3 £’000 £’000 £’000 Investments held at fair value Unquoted investments – indirect – – 289,491 Unquoted investments – direct – – 68,339 Quoted investments – direct 4,962 – – Subsidiary undertakings – – 56,217 Total investments held at fair value 4,962 – 414,047

All unquoted and quoted investments are valued at fair value in accordance with IFRS 13.

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BlackPANTONE 1665 C Nature of transaction Nature Income allocated Income allocated

: Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p59.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 18 RELATED PARTY TRANSACTIONS PARTY 18 RELATED betweenTransactions the Company and the Former Manager disclosed are 4. note in Significant transactions between the shown Company are below: and its subsidiaries Total gains for the year included in income statement for assets held at the assets for statement included in income year the gains for Total period end of the reporting 17 Financial17 instruments and risk management (continued) The following tables present the changes level in 3 instruments 31 the January for to year 2016. Subsidiary Opening balances Additions Disposals Gains and losses recognised in profit or loss in profit recognised Gains and losses Closing balance Amounts owed represents subsidiaries by funding provided investments. the by allow them Company its make to subsidiaries to to The balances will be repaid proceeds out of their from portfolios. betweenTransactions the Company and its related undertakings: During the the year Company made a £1.1 million follow-on IQ Cognito investment in Limited fees in and million of also paid £0.1 respect its of Standard investment in Brands (UK) Limited. The Groucho Limited Club became a related undertaking during the year after £3.0 an investment of related undertakings of list A full million the by Company. presented 10. is note in ICG Enterprise Trust (2) Limited Partnership Trust Enterprise ICG Subsidiary Limited Partnership Trust Enterprise ICG ICG Enterprise Trust Limited PartnershipTrust Enterprise ICG Company in loan to Increase ICG Enterprise Trust (2) Limited PartnershipTrust Enterprise ICG Company in loan to Decrease ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Statement of Directors’ Responsibilities

The directors are responsible for reasonable steps for the prevention and preparing the Annual Report, the detection of fraud and other Directors’ Remuneration Report and the irregularities. financial statements in accordance with applicable law and regulations. The directors are responsible for the maintenance and integrity of the Company law requires the directors to Company’s website. Legislation in the prepare financial statements for each United Kingdom governing the financial year. Under that law the preparation and dissemination of financial directors have prepared the financial statements may differ from legislation in statements in accordance with other jurisdictions. International Financial Reporting Standards (IFRSs) as adopted by the Having taken advice from the Audit European Union. Under company law the Committee, the directors consider that directors must not approve the financial the Annual Report, taken as a whole, is statements unless they are satisfied that fair, balanced and understandable and they give a true and fair view of the state provides the information necessary for of affairs of the Company and of the profit shareholders to assess the Company’s or loss of the Company for that period. In position and performance, business preparing these financial statements, the model and strategy. directors are required to: Each of the directors, whose names and • select suitable accounting policies and functions are listed on page 68, confirm then apply them consistently; that, to the best of their knowledge:

• make judgements and accounting • the financial statements, which have estimates that are reasonable and been prepared in accordance with prudent; IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, • state whether applicable IFRSs as financial position and profit of the adopted by the European Union have Company; and been followed, subject to any material departures disclosed and explained in • the Strategic Report includes a fair the financial statements; review of the development and performance of the business and the and position of the Company, together with a description of the principal risks and • prepare the financial statements on the uncertainties that it faces. going concern basis unless it is inappropriate to presume that the On behalf of the Board 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 Mark Fane reasonable accuracy at any time the 26 April 2016 financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking

PDF Page: NEW 26_4_16 Text.p60.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Financial Information 61 / 60 PANTONE 309 C CyanMagentaYellowBlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p61.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 managing a widely diversified portfolio. In accordance with IFRS 10, the Company financial statements hold the two as investments subsidiaries fair value; at both Limited are subsidiaries Partnerships. theaccounted of all Company’s for income, its profit tax, before and net assets. the accounting processes and controls, and the industry which in the Company operates. Materiality • Overall materiality: £5.2m which represents 1% net assets. of scope Audit The• Company an investment company is which has two subsidiaries, also investment companies, auditedWe the• complete financial the information of Company and the two which subsidiaries tailoredWe • the scope our audit of taking account the into types investments of within the Company, Areas focus of • unquoted of Valuation investments. • Recognition investment income of and gains/losses investments. from ended; the Income Statement for the year then ended; then year the for Statement Income the then European Union; and Overview On 1 February 2016, subsidiary Alternative ICG Intermediate became of Investment Capital Limited Group plc) (a the Manager ICG of plc PLC) (formerly Graphite (the “Company”)Enterprise Enterprise Trust with Trust Intermediate Capital Group plc acquiring the private equity fund Graphite investment business of Capital Management LLP (the “Former Manager”). A number investment of also transferred Intermediateprofessionals to Capital Group plc time that at as part the of change Manager. of though the changeEven Manager of occurred after the end, year considered we the implications the of change on both auditor independence and also audit approach. concluded We there that was no significant audit impact the of transfer and no change was required our to approach. Our audit approach Context The financial statements, included within the Annual Report and Accounts Report”), (the “Annual comprise: • the Balance Sheet 31 as at January 2016; • • the Cash Flow the Statement for then year ended; • the Changes of Statement Equity in the for then year ended; and • the the to financial notes statements, which include a summary significant of accounting policies and other explanatory information. The financial reporting framework has that been applied the in preparation the of financial statements IFRSs is as adopted the by European Union, and as applied accordance in with the the provisions of Companies Act 2006. What we have audited have What we Report on the financial statements Our opinion In plc’s our financial opinion, Enterprise ICG statements (the “financial Trust statements”): • give a true and the fair view of the Company’s of state affairs 31 as at January 2016 and its of profit and cash flows the for year • been have properly prepared accordance in with International Financial Reporting Standards (“IFRSs”) as adopted the by • been have prepared accordance in with the requirements the of Companies Act 2006. Independent Auditors’ Report Auditors’ Independent PLC Trust Enterprise of ICG the members to ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Independent Auditors’ Report to the members of ICG Enterprise Trust PLC continued

The scope of our audit and our areas of focus We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”).

We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified as “areas of focus” in the table below. We have also set out how we tailored our audit to address these specific areas in order to provide an opinion on the financial statements as a whole, and any comments we make on the results of our procedures should be read in this context. This is not a complete list of all risks identified by our audit.

Area of focus How our audit addressed the area of focus Valuation of unquoted The majority of investments which are in private equity co-investments and private investments equity funds were valued by the Manager based on third party manager reports. We tested the process that the Manager used to value these investments. In particular, we: Refer to page 80 (Report of the Audit Committee), pages 43-44 (Accounting • Checked a sample of the funds’ most recent audited financial statements or latest Policies) and pages 50-51 (notes). investor capital statements to substantiate the valuations applied;

The investment portfolio at 31 January • Checked a sample of the direct investments valuations prepared by third party 2016 comprised of direct investments Managers, compared these to underlying records and considered their (private equity investments) and fund appropriateness; investments (investments in private equity funds). • Understood the accounting policies of the underlying fund managers to assess whether they were in accordance with International Financial Reporting Standards We focused on the valuation of private and the International Private Equity and Venture Capital Valuation (‘IPEV’) guidelines; equity investments and investments in private equity funds as these investments • Assessed the validity of any adjustments made by the Manager to reflect cash or represented a material balance in the foreign exchange movements between the reported dates of the fund managers and financial statements (£414m) and the 31 January 2016; valuation assumptions used to derive fair value generally do not have observable • Checked the accuracy of a sample of prior year valuations which were based on inputs that reflect quoted prices in active estimates and unaudited reports, to their respective audited financial statements to markets and are therefore, more assess the historical accuracy of the Manager’s estimates; subjective. • Independently confirmed a sample of the fund valuations with the underlying fund The incentive accrual (previously, managers; and non-controlling interest) balance is included within the investments balance • We recalculated the amounts due to executives of the Former Manager and Manager and represents amounts accruing to under the incentive accrual based on the methodology outlined in the subsidiary executives of the Manager and former limited partnership agreements. Where applicable, we verified inputs to the Manager’s co-investment incentive calculation back to supporting documentation. scheme at the year end. The calculation is No misstatements were identified in our testing of private equity investments and relatively complex and is dependent upon investments in private equity funds which required reporting to those charged with the valuations of the unquoted governance. investments.

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BlackPANTONE 1665 C : Single Page Merged HR : Agreeing amounts bank to statements; Agreeing amounts distribution to notices received from the underlying fund investments. We recalculatedWe unrealised and gains losses on investments based on the valuation The calculationmovement these investments in of was the gains over year. supported by evidence obtained the from work performed we investment valuations. over also assessedWe the appropriateness the of allocation investment income of and net betweengains income and capital based on the requirements the of Association of Investment Companies Recommended Statement of Practice. No misstatements were identified which our by testing required reporting those to charged with governance. We tested investment income tested We receipts supporting to documentation performing by procedures including: • • Re-calculating distributions and dividends based on the the terms of agreements; and • How our audit addressed the areaof focus £5.2m (2015: £5.2m). 1% net assets. of believedWe net that assets was the most appropriate benchmark because the is this key metric against which the performance the of Company measured. is It also a generally is accepted measure used companies industry. for this in PDF Page: NEW 26_4_16 Text.p63.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 How determined we it Rationale benchmark for applied Overall materiality We agreedWe with the Audit Committee would we that report them to misstatements identified during our audit above £260,000 (2015: £258,000) as well as misstatements below amount that warranted that, our in view, reporting qualitative reasons. for Materiality The scope our audit of was influenced our by application certain set We materiality. of These, quantitative thresholds materiality. for together with qualitative considerations, helped determine to us the scope our audit of and the timing nature, and extent our audit of procedures on the individual financial statement and line and items disclosures evaluating in the effect misstatements, of both individually and on the financial statements as a whole. Based judgement, on our professional determined we materiality the for financial statements as a whole as follows: How we tailored the audit scope the audit tailored we How tailoredWe the scope performed we that our ensure audit of to enough work be to able give an opinion to on the financial statements as a whole, taking account the into geographic structure the the accounting of Company, processes and controls, and the industry in which the Company operates. The Company an investment company is which has two subsidiaries, also investment companies, managing a widely diversified portfolio. The Company financial statements hold the two as investments subsidiaries fair value at accordance in with IFRS 10; both Limited are Partnerships.subsidiaries The Company managed and are the Alternative subsidiaries ICG by Investment Limited, part of Intermediate Capital Group plc. auditedWe the complete financial the information of Company which included the financial the information fair value of at subsidiaries within the ‘investments held fair value’ at the line of Balance Sheet. This included the incentive accrual, previously non-controlling interest. tailoredWe the scope our audit of taking account the into types investments of the within the accounting Company, processes and controls, and the industry which in the Company operates. Recognition of investment investment of Recognition and gains/losses income investments from Refer to page 80 Committee to Refer (Audit pagesReport), 44-45 (Accounting and pages 46 and 50-51Policies) (notes). Investment income comprises mainly dividends and distributions received from private equity direct investments and private equity funds. The majority and gains of losses on investments represent fair value changes thein value unquoted of investments over the financial and year and gains losses made on the unquoted disposal of investments. Unrealised fair value movements based are on the change in investment valuations which themselves in are subjective as noted above. Investment income and and gains losses on investments measures used are to calculate being returns achieved the by Company and so there a potential is incentive the for Manager this overstate to figure in order enhance to results. This, combined the with of the size focus. balance, of made area an this Area of focus ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Independent Auditors’ Report to the members of ICG Enterprise Trust PLC continued

Going concern The directors have voluntarily complied with Listing Rule 9.8.6(R)(3)(a) of the Financial Conduct Authority and provided a statement in relation to going concern, set out on page 74, required for companies with a premium listing on the London Stock Exchange.

The directors have requested that we review and report on the statement on going concern as required under the Listing Rules for premium listed companies. We have nothing to report having performed our review.

The directors have chosen to voluntarily report how they have applied the UK Corporate Governance Code (the “Code”). Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to the directors’ statement about whether they considered it appropriate to adopt the going concern basis in preparing the financial statements. We have nothing material to add or to draw attention to.

As noted in the directors’ statement, the directors have concluded that it is appropriate to adopt the going concern basis in preparing the financial statements. The going concern basis presumes that the Company has adequate resources to remain in operation, and that the directors intend it to do so, for at least one year from the date the financial statements were signed. As part of our audit we have concluded that the directors’ use of the going concern basis is appropriate. However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the Company’s ability to continue as a going concern. Other required and voluntary reporting Consistency of other information Companies Act 2006 opinions In our opinion:

• the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the information given in the Corporate Governance Statement set out on pages 68 to 81 with respect to internal control and risk management systems and about share capital structures is consistent with the financial statements.

ISAs (UK & Ireland) reporting As a result of the directors’ voluntary reporting on how they have applied the Code, under ISAs (UK & Ireland) we are required to report to you if, in our opinion: • information in the Annual Report is: We have no exceptions to report.

– materially inconsistent with the information in the audited financial statements; or – apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company acquired in the course of performing our audit; or – otherwise misleading. • the statement given by the directors on page 60, in accordance with provision C.1.1 We have no exceptions to report. of the Code, that they consider the Annual Report taken as a whole to be fair, balanced and understandable and provides the information necessary for members to assess the Company’s position and performance, business model and strategy is materially inconsistent with our knowledge of the Company acquired in the course of performing our audit. • the section of the Annual Report on pages 80-81, as required by provision C.3.8 of We have no exceptions to report. the Code, describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee.

PDF Page: NEW 26_4_16 Text.p64.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Financial Information 65 / 64 We have nothing add have We material to orto draw attention to. nothing add have We material to orto draw attention to. nothing add have We material to orto draw attention to. PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : PDF Page: NEW 26_4_16 Text.p65.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 are beingare managed or mitigated. provision C.2.2 the of Code, how they as to assessed have the prospects the of what over periodCompany, they done have so and why they consider period that to be appropriate, and their whether statement as to they a reasonable have expectation the that Company willbe able continue operation to in and meet its as theyliabilities fall due the over period their of assessment, including any related drawingdisclosures attention any necessary to qualifications or assumptions. provision C.2.1 the of Code, they that carried have out the a robust assessment of principal risks facingincluding the thoseCompany, would that its threaten business model, performance, future solvency or liquidity. visited by us; or us; by visited records and returns. • the the in disclosures Annual Report describe that those risks and explain how they • the directors’ explanation on page the 9 of Annual Report, accordance in with • the directors’ confirmation on page the 9 of Annual Report, accordance in with Corporate governance statement governance Corporate Under the Companies Act 2006 required are we report to our in opinion, you if, a corporate to governance statement has not been prepared no have report exceptions We to the by Company. arising responsibility. this from The directors requested have review we that the parts the of Corporate Governance the relating Statement to Company’s compliance with the further ten the provisions of UK Corporate Governance Code specified review auditor the by for Listing companies Rules for with a premium on listing the London Exchange. Stock nothing report have We to having performed our review. Directors’ remuneration Directors’ Directors’ remuneration report - Companies Act 2006 opinion In our opinion, the part the of Directors’ Remuneration Report be to audited has been properly prepared accordance in with the Companies Act 2006. Other Companies Act 2006 reporting Under the Companies Act 2006 required are we report to our in opinion, you if, certain to directors’ of disclosures remuneration specified not are law made. by no have exceptions report We to arising responsibility. this from Adequacy of accounting records and information and explanations received and explanations and information records Adequacy accounting of Under the Companies Act 2006 required are we report to our in opinion: you if, to • not have received we the all information and explanations our require we audit; for or • adequate accounting records not have been kept, or adequate returns our audit for not have been received branches from not • the financial statements and the part the of Directors’ Remuneration Report be to audited not are agreement in with the accounting no have exceptions reportWe to responsibility. arising this from The directors’ assessment of the prospects of the Company and of the principal risks that would threaten threaten risks would the and principal the that prospects of of the Company of assessment The directors’ the solvency the Company or liquidity of As the of directors’ a result voluntary reporting on howthey applied have the Code, under ISAs (UK Ireland) & required are we to report anything have you we if to add material to draw or to attention relation in to: to The directors requested have review we that and report on the statement they that carried have out a robust the assessment of principal risks facing the Company and the the statement relation in to longer-term viability as required the of under Company, the Listing companies Rules for with a premium on listing the London Exchange. Stock Our review was less scope in substantially than an audit and making only of consisted inquiries and considering the directors’ process supporting their statements; checking the that statements alignment in are with the relevant the provisions of Code; and considering whether the with statements the knowledge consistent are acquired the in us by course performing of our audit. nothing have We to report having performed our review. ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Independent Auditors’ Report to the members of ICG Enterprise Trust PLC continued

Responsibilities for the financial statements and the audit Our responsibilities and those of the directors As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

• whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed;

• the reasonableness of significant accounting estimates made by the directors; and

• the overall presentation of the financial statements.

We primarily focus our work in these areas by assessing the directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Alex Bertolotti (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London

26 April 2016

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Governance The Board 68 Report of the Directors 69 Directors’ Remuneration 76 Report of the Audit Committee 80 Additional disclosures required by the Alternative Investment Fund Managers Directive 82 Investment Policy 84 The Annual General Meeting 85 Notice of Meeting 86 Notice of Meeting: Explanatory Notes 88 Governance

66 / 67 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

THE BOARD

Each of the Mark Fane (Chairman), was appointed to the Board in 2000 and became Chairman of members of the Board in 2009. He was a non-executive director of Ottakar’s from 1992 until its the Board is takeover by HMV in July 2006. He is Chairman and Chief Executive of Crocus.co.uk, an an independent internet-based gardening retailer established in 1999. He is a non-executive director of non-executive the Royal Horticultural Society and Chairman of the RHS Investment Committee. He is director also a non-executive director of Chatsworth House Trust and Chairman of the Garden Museum.

Peter Dicks1, was appointed to the Board in 1998. He was co-founder of Abingworth PLC, a venture capital investment company, where he worked from 1973 to 1991. Since then he has been non-executive director or chairman of a number of companies. He is currently Chairman of Private Equity Investor PLC and non-executive director of Interactive Investor plc, Mears Group PLC and Miton UK MicroCap Trust plc.

Jeremy Tigue2, was appointed to the Board in 2008. He joined F&C Management in 1981 and was the fund manager of Foreign & Colonial Investment Trust from 1997 to 2014. He is Chairman of BACIT Limited and a non-executive director of The Mercantile Investment Trust plc, The Monks Investment Trust PLC and Standard Life Equity Income Trust PLC.

Andy Pomfret2, was appointed to the Board in March 2011. He joined Rathbone Brothers Plc as finance director in 1999, and served as chief executive from 2004 until February 2014. He is currently a director of the Wealth Management Association, a member of the Prudential Regulation Authority’s Practioner Panel, non-executive chairman of Miton UK MicroCap Trust plc and a non-executive director of Aberdeen New Thai Investment Trust PLC, Old Mutual Wealth Management Ltd, Interactive Investor plc and Sanne Group Plc.

Lucinda Riches2, was appointed to the Board in July 2011. She worked at UBS and its predecessor firms for 21 years until 2007 where she was a managing director, global head of Equity Capital Markets and a member of the board of the investment bank. She is a non-executive director of UK Financial Investments Limited, The Diverse Income Trust plc, the British Standards Institution and CRH plc. She is a non-executive member of the Partnership Board of King & Wood Mallesons LLP and a trustee of Sue Ryder.

Sandra Pajarola2, was appointed to the Board in March 2013. She worked for 13 years at Partners Group, a very large global investor in private equity and other private assets, until 2012. She was a member of the Global Investment Committee which was responsible for commitments to more than 500 private equity funds.

1 Chairman of Audit Committee and Senior Independent Director 2 Member of Audit Committee

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68 June 2016. This would election least every at three years. -election recommended is to - bring the dividend total the for to year 11.0p per share. The final dividend will be paid as an “income distribution” – further details provided are the in Useful Informationsection on page 95. Ms Pajarola resident Switzerland. in is All of the other directors the of Company are resident the in UK. The directors’ biographical details demonstrate the wide range and skills of experience they that bring the to Board. In addition the to requirement the of Articles Association of onethat the of third Board subject is to all directorsretirement each are year, required submit to themselves for re Mr Dicks served have and Mr Fane on the Board more for than nine years and accordingly stand re-election for a for Ms Pajarola has servedfurther year. on the Board three for years since she first stood election, for and accordingly re-electionstands for a further for three years. The Board believes Mr that Dicks, and MsMr Pajarola a each Fane make relevant and significant contribution and bring considerable knowledge and experience the to Board. Their re shareholders. remuneration Directors’ The Company has no employees or executive directors and consequently does not a remuneration have committee as recommended the by UK Corporate Governance Code. The Directors’ Remuneration Report, which shareholders will be to asked theapprove at Annual General Meeting, can be found on pages 78 and 79. on 20 June holders 2016 to ordinary of on shares the the at register close of business on 3 Directors All the of directors on page listed 68 held office throughout the the and year to up signing the of financialdate statements. PANTONE 309 C 17) and the Directors’ Review and Market Review 4 to per will, share approved, if be paid BlackPANTONE 1665 C : Single Page Merged HR : Status of the Company of Status plc (“the EnterpriseICG Trust Company”) an investment company is as defined section by 833 the of Companies Act 2006 and registered is and domiciled 1571089). Englandin (number During the underyear review the Company carried on the an investment trust. business of The accounting last period which for the Company hasbeen approved by HM accordance in Revenue & Customs with the Section provisions of 1158 the of ActCorporation 2010 the is year Tax ended 31 January 2015. The Company will its with retain investment trust status effect 1 February from 2015 provided it satisfycontinues to the conditions of Section 1158 the of Corporation Taxes Act 2010. The Company has subsequently directed its affairs with the objective of retaining such approval. The Company’s eligible are shares for tax-efficient wrappers such as Individual Savings Accounts Junior (ISAs), ISAs, and Self Invested Personal Pensions (SIPPs). Reporting period This Annual Report has been prepared 31 thefor January to year 2016. policy Investment The Company’s investment policy set is out on page 84. There been have no year. changes since last it to No change material will be made the to investment policy without prior shareholder approval. Dividend An dividend interim respect in the of year ended 31 January 2016 5.0p of was paid on 20 October 2015. A final dividend of 6.0p The Directors’ Report should be read conjunctionin with the Chairman’s Statement, Strategic Report, Portfolio (pages Remuneration section 79). to (pages 76 PDF Page: NEW 26_4_16 Text.p69.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 The directors present the report and their financialaudited the for statements ended year 31 January 2016 Report of the Directors of Report 2016 January 31 ended year the For ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Report of the Directors For the year ended 31 January 2016 continued

Former Manager • For the Top Up Funds, the annual Graphite Capital Management LLP management charge was 1.0% of the (“Graphite Capital” or “the Former amounts drawn down and invested. Manager”) acted as manager of the Company during the year. • For the remaining funds, the annual management charge was between Graphite Capital is authorised as an 0.75% and 2.0% of the cost of Alternative Investment Fund Manager and unrealised investments regulated by the Financial Conduct Authority. The Former Manager provided • These charges were at the same levels investment management, company as those paid by third party investors in secretarial and general administrative Graphite Capital funds. services to the Company under a management agreement. • The incentive arrangements within The Former Manager was paid an these funds are comparable to those investment management fee, which that are in place in the Company’s included all administrative and other co-investment incentive scheme services. Executives of the (see next page). Former Manager participate in a co-investment incentive scheme New Manager (see next page). On 1 February 2016, ICG Alternative The investment management fee payable Investment Limited (“ICG” or “the during the year was calculated as 1.5% Manager”) was appointed manager of of the investment portfolio and 0.5% the Company. ICG is authorised as an of outstanding commitments to funds in Alternative Investment Fund Manager and investment periods, in both cases regulated by the Financial Conduct excluding the funds managed directly Authority. The Manager provides by Graphite Capital (see Figure 4.1). investment management, company These were subject to separate secretarial and general administrative arrangements which are set out below: services to the Company under a management agreement. This agreement • For Graphite Capital Partners VIII, the can be terminated by either party giving annual management charge was 2.0% of not less than one year’s notice. original commitments.

Graphite Capital Funds Fig: 4.1

31 January 2016 31 January 2015 Original Remaining Fair Original Remaining Fair commitment commitment value commitment commitment value Fund £’000 £’000 £’000 £’000 £’000 £’000 Graphite Capital Partners VIII 80,000 45,009 29,778 80,000 49,944 27,871 Graphite Capital Partners VIII Top Up Fund 20,000 11,010 6,547 20,000 11,210 8,560 Graphite Capital Partners VII 42,800 5,279 10,162 42,800 5,279 13,513 Graphite Capital Partners VII Top Up Fund 10,000 1,322 1,679 10,000 1,322 3,946 Graphite Capital Partners VII Top Up Fund Plus 6,000 1,042 1,508 6,000 1,042 3,130 Graphite Capital Partners VI 78,188 2,084 23,845 78,188 5,400 26,011 Graphite Capital Partners V 15,000 –– 15,000 – 240 Total 251,988 65,746 73,519 251,988 74,197 83,271

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PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : The investment management fee payable under this new agreement calculated is as 1.4% the of investment portfolio 1.5%) from (reduced and 0.5% of outstanding commitments funds in to their investment periods, both in cases excludingstill the funds managed directly Graphite by Capital Figure and now 4.1) also excluding (see the funds managed directly ICG by Figure (see 4.2). The Board reviews the activities and performance the of Manager on an ongoing basis, and reviews the strategyinvestment annually. The Board reviews the Company’s investment record short over and long term periods, taking account factors into including the net value asset per share and the price share as well as the general competence the of Manager. The Board also considers the performance the of Manager carrying in out its company secretarial and general administrative functions. In addition, the Audit Committee carries out a formal the assessment of Manager’s and management risk controls internal systems every year. PDF Page: NEW 26_4_16 Text.p71.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 Fund ICG Europe Fund VI Fund Europe ICG ICG Europe Fund V Fund Europe ICG 2006B Fund European ICG Total * Euro denominated positions translated to sterling at spot rate on 31 January 2016. on 31 to sterling at spot rate denominated positions translated * Euro ICG Funds Fig: 4.2 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Report of the Directors For the year ended 31 January 2016 continued

The Co-investors are required to • disapply pre-emption rights on up to 10% contribute 0.5% of the cost of every new of the issued share capital (excluding fund investment (excluding those by shares held as Treasury Shares) to enable Graphite Capital funds, which have the Board to re-issue any ordinary shares separate comparable arrangements, held in treasury without having first to and any ICG fund investments made after offer them to all existing shareholders 1 February 2016) and direct investment (resolution 9 on page 86); and to renew made by the Company. the directors’ authority to buy back up to 10,691,825 ordinary shares (being If such an investment has generated at 14.99% of the issued share capital least an 8% per annum compound return (excluding shares held as Treasury in cash to the Company (the Shares)) subject to the constraints set out “Threshold”), the Co-investors are in the resolution (resolution 10 on entitled to receive 10% of the Company’s page 87). The authority will be used total gains from that investment, out of where the directors consider it to be in future cash receipts from the investment the best interest of shareholders. It is the or, very rarely, in specie on the flotation current intention of the Board that any of underlying portfolio companies. shares thus purchased would be held as For investments made before 24 May Treasury Shares. 2007, if the Threshold is not achieved the Substantial share interests Co-investors do not recover their At 25 April 2016, the Company had contribution. For investments made received no notifications of disclosable after 24 May 2007, the Co-investors interests in its issued share capital. recover their contribution at the same rate as the Company recovers the cost of Greenhouse gas emissions its investment. The Company has no greenhouse gas Further details of these arrangements emissions to report, nor does it have can be found in notes 1 and 9 to the responsibility for any other emissions financial statements. producing sources under the Companies Act 2006 (Strategic Report and Capital Directors’ Reports) Regulations 2013. As at 31 January 2016, 72,913,000 ordinary Transfer of shares and voting shares of 10.0p each were in issue and fully rights paid, including 1,586,163 shares which were All ordinary shares have equal voting bought back into treasury during the year rights. There are no restrictions ended 31 January 2016. The same number concerning the transfer of securities in of Treasury Shares, representing 2.2% of the Company, no special rights with the Company’s share capital, were held regard to control attached to securities, as at 25 April 2016, being the latest no agreements between holders of practical date before publication of securities regarding their transfer known this document. to the Company, and no agreement to which the Company is party that affects Resolutions will be proposed at the its control following a takeover bid. forthcoming AGM to: Corporate governance • allot up to a maximum of 23,537,856 ordinary shares of 10p each, The Company is committed to representing 33% of the Company’s appropriate standards of corporate issued share capital (excluding shares governance. The Board applied the held as Treasury Shares) (resolution 8 principles set out in the UK Corporate on page 86) as at 25 April 2016; and Governance Code issued by the Financial

PDF Page: NEW 26_4_16 Text.p72.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Governance 73 / 72 directors and full have timely to access relevant information. The Board, which meets least four at reviewstimes the each Company’s year, investment portfolio and investment performance and considers financial reports. There also contact is with the directors between meetings where this necessaryis the for Company’s business. There an is agreed procedure under which directors, do wishing so the in to furtherance their of duties, may take independent advice professional the at Company’s expense. The directors also the access to advicehave and services of the company secretary, which a is subsidiary the Manager. of The quorum any Board for meeting two is directors but attendance directors all by at each meeting strongly is encouraged. During the year under four regular review, meetings were held and attended all by directors. In addition two further formal Board meetings were convened specifically consider to the appointment of number A additional of manager. as ICG telephone meetings regarding routine matters were also held. In the cases where directors were unable attend to Board meetings, the relevant directors were contacted the by Chairman and/or before after the meeting they that ensure were to aware the being of issues discussed and to obtain their input. During the year under the Board review, maintainedhas appropriate insurance respect in cover legal of action against the directors. The policy does not cover dishonest or fraudulent actions by the directors. The Board has contractually delegated responsibility management for the of investment portfolio and the provision of accounting and company secretarial services the to Manager. unquotedCustody of securities has been contractually delegated an FCA to – 3/3 3/3 3/3 2/3 2/3 5/6 5/6 6/6 6/6 6/6 4/6 Board Audit PANTONE 309 C

BlackPANTONE 1665 C : Single Page Merged HR : Mark Fane Number attended/ meetings of the year in attend to eligible ended 31 January 2016 Fig: 4.3 Peter Dicks Pajarola Sandra Andy Pomfret Lucinda Riches Tigue Jeremy was unable attendMr to Fane the Annual General Meeting the of Company 2015 in as he was required attend to a court case as a witness. In absence, his the meeting was chaired Mr by Dicks. All other directors attended the AGM. It the is responsibility the of Board to there that ensure effective is stewardship theof Company’s affairs. Strategic issues determinedare the by Board and a scheduleformal operational of matters reserved the for Board has been adopted. In order enable to them to discharge their responsibilities, Reporting Council 2014 in (the “Governance Code”) during the year ended 31 January 2016. the A copy of Governance Codecan be obtained from the of Financialthe website Reporting Council (www.frc.org.uk). comprised of six is currently The Board is no There non-executive directors. within the Chief Executive position of as day-to-day management Company has been delegated affairs Company’s the regularly The Board to the Manager. the independence of its members reviews to the definitions and, having due regard guidelines on independence and current all considers Code, Governance under the no are There to be independent. directors to relating or circumstances relationships their likely to affect that are Company the judgement. Mr Dicks is the Senior Independent Director. PDF Page: NEW 26_4_16 Text.p73.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Report of the Directors For the year ended 31 January 2016 continued

regulated third party custodian, Aztec There were no meetings of the Committee Financial Services (UK) Limited (“Aztec”). during the year (2015: zero).

Aztec have also been appointed the Going concern Company's depositary, in accordance Having reviewed the balance sheet and with the Alternative Investment Fund current activities of the Company, the Managers Directive. directors believe that it is appropriate to continue to adopt the going concern Custody of quoted securities has been basis of preparation of the Company’s contractually delegated to an FCA financial statements. The Company’s regulated third party custodian, business activities, together with factors Charles Stanley & Co Limited, although likely to affect its future development, Aztec retains liability in respect of these performance, position and cash flows are assets. set out in the Chairman’s Statement, Performance evaluation Strategic Report, Portfolio Review and Market Review on pages 4 to 17. The Board has a formal process for the annual evaluation of its own performance Investor relations and that of the Chairman. This process is based on an open discussion and Both the Company’s Annual Report and assessment of the Board and its Accounts, containing a detailed review of committees, with the Chairman making performance and of changes to the recommendations to improve investment portfolio, and Interim Report, performance where necessary. containing updated information in a more abbreviated form, are made available to Nominations Committee investors either by post or through the Company’s website. A copy of the latest All of the directors serve on the analyst presentation is available on the Nominations Committee which meets Company’s website. At the AGM, when necessary to select and propose investors are given an opportunity to suitable candidates for appointment or question the Chairman, the other reappointment to the Board. The directors and the Manager. The Manager Committee is chaired by Mr Fane. When holds regular discussions with making an appointment, the Board shareholders and values the feedback considers the existing composition of the obtained in this manner. The Board is kept Board to determine areas which require informed of all material discussions with strengthening. Independent external investors. In addition, the directors and in consultants are used to help identify a particular the Senior Independent shortlist of candidates. The Board’s Director are available to enter into approach to diversity is discussed dialogue with shareholders on any on page 8. relevant matter; they can be contacted via The Board’s tenure and succession policy the registered office of the Company (see seeks to ensure that the Board is well Useful Information section). balanced by the appointment of directors with a range of skills and experience. Candidates for the Board are assessed as to the appropriateness of their skills and experience prior to their appointment. New directors are given a detailed briefing on the workings of the Company by the Chairman and by executives of the Manager.

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BlackPANTONE 1665 C : Single Page Merged HR : Independent auditors The auditors, PricewaterhouseCoopers have indicatedLLP, their willingness to continue office in and a resolution re-appointing them and authorising the directors determine to their remuneration will be submitted the at AGM. Annual General Meeting The Annual General Meeting the of Company will be held Stationers’ at Hall, MariaAve Lane, London EC4M 7DD on 14 June 2016 1.00p.m. at The resolutions out set are the in Notice Meeting of on pages 86 and 87. By order the of Board, SecretaryCompany ICG Nominees 2015 Limited 26 April 2016 PDF Page: NEW 26_4_16 Text.p75.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 that hethat or as a she taken have ought to director order in become to aware of any relevant audit information and to the that Company’sestablish auditors information. that The awareare of confirmation given is and should be interpreted accordance in with the sectionprovisions of the of 418 Companies Act 2006. no relevant audit which information of the Company’s unaware; are auditors and Disclosure of information to to information of Disclosure auditors Each the of persons who a director is at approval of reportthe this of date confirms that: so far as the director aware, is there is (1) each director the all has taken steps (2) ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Directors’ Remuneration

Remuneration Committee As the Board is comprised solely of non-executive directors, the Company does not have a Remuneration Committee. The determination of the directors’ fees is dealt with by the whole Board. Statement by Chairman of the Board In accordance with the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, the Company presents its Remuneration Policy and Remuneration Report separately.

The remuneration policy sets out how the Company proposes to pay the directors, including each element of remuneration that the directors are entitled to and how this supports the Company’s long term strategy and performance. All provisions of this policy are expected to remain in effect until the Annual General Meeting in 2017 when the Company is next required to submit its policy on the remuneration of its directors to the members.

The remuneration report sets out how the remuneration policy has been implemented in the year.

In accordance with the remuneration policy set out below, the Board performed an annual review of directors’ fees. The fees payable to the directors were adjusted to reflect the growth of the Company and the remuneration levels of other comparable investment trusts. Components of remuneration package Year ended Year ended 31 January 2016 31 January 2015 £ £ Basic director’s fee 33,600 32,800 Additional fee for chairman 19,700 19,200 Additional fee for chairman of the Audit Committee 5,400 5,200 Additional fee for other members of the Audit Committee 3,500 3,400

Remuneration Policy It is the Company’s policy to determine the level of directors’ fees having regard to the level of fees payable to non-executive directors in the industry generally, the role that individual directors fulfil, the time committed to the Company’s affairs and the limits stated by the Company’s Articles of Association. It is not the Company’s policy to include an element of performance related pay. The remuneration policy is unchanged from the prior year.

The Company’s performance is measured against the FTSE All-Share Index as this is considered to be the most appropriate benchmark.

The level of fees for directors is reviewed annually, in arrears, by the Board and any adjustment back-dated to the start of the financial year. For example, the level of fees for the year ending 31 January 2017 will be determined towards the end of that financial year.

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77 / 76 Jan  Jan  Jan  Jan  Jan  PANTONE 309 C Jan  ICG Enterprise share price share Enterprise ICG Index All-Share FTSE MagentaYellowBlackPANTONE 1665 C Dec  Dec  : Single Page Merged HR : 50 00 upporting the short and long term strategic objectives the of Company ensuring by 00 150 350 100 250 300 31 January 2016 set out above. The Articles Association of currently the limit aggregate fees payable the to directors to * On a total return basis (i.e. including the effect of re-invested dividends) of re-invested including the effect basis (i.e. On a total return * Until the review completed, is the directors will be remunerated the levels at for to year share price performance* 5.1 Fig: that thethat Company be continues to able recruit to and non- retain executive directors a total of £300,000 of a total per annum. The Board considers provide to this sufficient flexibility s who suitably are qualified and experienced supervise to the Company’s affairs. 2 in thein medium term. The Board considers the remuneration policy as described be above to effective in 4 PDF Page: NEW 26_4_16 Text.p77.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Directors’ Remuneration continued

Service contracts It is not the Company’s policy to enter into service contracts with its directors. No director has a service contract with the Company. The directors each serve under a letter of appointment. Notice period and loss of office payment policy The directors are subject to a notice period of one month unless removed by a resolution at a General Meeting or pursuant to any provision of the Articles of Association. It is not the Company’s policy to enter into arrangements that entitle any of the directors to compensation for loss of office. No director is entitled to any such compensation. Statement of consideration of conditions elsewhere in the Company The Company has no employees. Therefore the Company cannot take into account the pay and employment conditions of its employees when setting and implementing the remuneration policy. Statement of consideration of shareholder views The Company places great importance on communication with its shareholders. The Company has had regular dialogue with shareholders throughout the year to 31 January 2016 and confirms that no negative views were expressed in relation to its remuneration policy. Directors’ Remuneration Report The law requires the Company’s auditors to audit certain of the disclosures provided. Where disclosures have been audited, this is indicated below. Remuneration in the year (audited)

Year ended 31 January 2016 Year ended 31 January 2015 Taxable Taxable Fees benefits Total Fees benefits Total Name £’000 £’000 £’000 £’000 £’000 £’000 Mark Fane 53 – 53 52 – 52 Peter Dicks 39 – 39 38 – 38 Sandra Pajarola* 37 12 49 36 – 36 Andy Pomfret 37 – 37 36 – 36 Lucinda Riches 37 – 37 36 – 36 Jeremy Tigue 37 – 37 36 – 36 Total 240 12 252 234 – 234

* Ms Pajarola is resident in Switzerland and the Company has agreed to reimburse her for the costs of travel to London (including appropriate accommodation) to attend meetings of the Board. These costs are presented gross of tax as taxable benefits. The fees were paid to Lake Valley Consulting AG for making her available to serve as director of the Company. The directors were not entitled to any loss of office payments, pension benefits, share options or other incentives in the year ended 31 January 2016 (2015: £nil).

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% % 79 / 234 1.5% 78 3.4% 7,000 6,000 98.5% £’000 11,302 96.6% 94,260 291,170 20,000 20,000 143,910 Year ended ended Year 31 January 2015 31 January 2015 Number of shares

252 7,000 6,000 £’000 211,125 23,880 94,260 291,170 20,000 20,000 143,910 310,883 788,789 Number Number 249,983 22,498,547 Year ended ended Year 20,790,859 31 January 2016 31 January 2016 Number of shares PANTONE 309 C

BlackPANTONE 1665 C : Single Page Merged HR : Total Jeremy Tigue Jeremy Lucinda Riches Andy Pomfret Withheld The Board does not consider the numbers against these resolutions be votes of to significant. Withheld At the Annual General Meeting held on June 11 2015, a resolution approve the to directors’ remuneration report the for ended year 31 January 2015 was passed on a poll with the cast: following votes Sandra Pajarola Sandra Against Against Shareholder distributions in the year distributions in the Shareholder Peter Dicks For For Directors’ remuneration Directors’ Mark Fane There has been no change the in number held shares of since the end. year Mark Fane Chairman April26 2016 Votes directors’ reportremuneration approve to Resolution A resolution the approve to remuneration report the for ended year 31 January 2016 will be the put to members the at forthcoming Annual General resolution Meeting 7 on (see 85).page On behalf the of Board Statement of shareholder voting shareholder of Statement The remuneration policy was approved last the at Annual General Meeting on June 11 2014, with the cast: following votes Votes The following table compares the remuneration the paid to directors with aggregate distributions shareholders to 31 the in January to year This 2016 and the prior year. a statutory is disclosure requirement. However the directors consider comparison this that not meaningfulis as its objective provide to is shareholders with long term capital growth and buy-backs share and the dividend form only part a small shareholders’ of returns. package of remuneration Components Directors’interests and share (audited) shareholdings The beneficial the of interests directors the the in of Company shares shown are below. There no is requirement the for directors own securities to Save as the of Company. nodisclosed director below, had any notifiable the in securities interest the of Company. Relative importance spend on pay of Relative Name PDF Page: NEW 26_4_16 Text.p79.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Report of the Audit Committee

Audit Committee Significant issues in The Audit Committee is comprised of five relation to the financial non-executive directors: Mr Dicks statements (Chairman of the Committee), Ms Pajarola, In its review of the financial statements, Mr Pomfret, Ms Riches and Mr Tigue. As the Committee considers in particular set out on page 68 the members of the whether the investment portfolio is fairly Committee have a range of recent and valued. Before the year end, the relevant financial experience. Committee discussed the valuation process in detail with the Former Manager The Committee operates within written and reviewed the plan of the external terms of reference clearly setting out its auditors to ensure that it was authority and duties. The primary role of appropriately designed to provide the Committee is to review the interim and assurance over the valuation of the annual financial statements, the portfolio. After the year end, the Manager effectiveness and scope of the external reported the results of the valuation audit, the risks to which the Company is process, including the sources of exposed and mitigating controls, valuation information and the compliance with regulatory and financial methodologies used. The auditors reporting requirements. The Committee separately reported the results of their also provides advice to the Board on audit work to the Committee. The whether the annual report and accounts, Committee concluded that the valuation taken as a whole, are fair, balanced and process had been properly carried out understandable. and that the investment portfolio has The Committee meets at least three times been fairly valued. a year. A quorum is any two of the Auditing standards require the auditors to members of the Committee but attendance consider the risks of fraud in revenue at each meeting is strongly encouraged. recognition and of management override Three meetings were held in the financial of internal controls. The auditors also year, and were quorate, although Ms focus on the calculation of the Pajarola and Ms Riches each could not co-investment incentive accrual as it is attend one meeting. The Company’s relatively complex. The principal area of auditors, PricewaterhouseCoopers LLP, potential material impact from these risks is attended all three meetings. The the valuation of the investment portfolio, Committee also has direct access to the which is discussed above. auditors as necessary at other times and Following a thorough review, and the opportunity to meet the auditors discussion with the Manager and the without the Manager being present. auditors, the Committee has advised the The main matters discussed at these Board that the annual report and meetings were the review of the accounts for the year ended 31 January Company’s internal controls, the annual 2016, taken as a whole, are fair, balanced plan of the auditors, the report of the and understandable and provide the auditors following their audit, the information necessary for shareholders to effectiveness of the audit process and the assess the Company’s position and independence of the auditor, and the performance, business model and strategy. annual and interim financial statements.

PDF Page: NEW 26_4_16 Text.p80.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Governance 81 / 80 carried out the by Depositary satisfy to itself fulfilling is it that its obligations, and thethat Company and the Former Manager were operating in accordance with the Directive. The report did not identify issues. any The Committee considers, therefore, that an internal audit function specific the to unnecessary.Company is effectiveness and independence Audit The Audit Committee has reviewed the non-auditprovision of services and believes them be to cost-effective and not an impediment the objectivity to auditors’ ended year the In independence. and 31 January 2016, £5,000 (2015: £6,390) was payable the by Company the for trainingprovision of the for directors. In addition, £53,900 (2015: £52,430) was payable the by Former Manager the to auditors agreed for upon procedures designedtesting provide to assurance to the Audit Committee. It has been agreed non-audit all that work be to carried out theby external auditors be must ratified theby Audit Committee. Any special projects would be approved the by Audit Committee in advance. performance the reviews Committee The The Committee theof auditorseach year. considers a range factors of including the quality service, of their expertise and the auditlevel fee. of PricewaterhouseCoopers LLP (including its predecessor have firms) acted the as auditors to Company since 1981. In the ended year 31 January 2014, the Committee conducted a formal tender process led that the to reappointment of PricewaterhouseCoopers LLP as auditors. The Committeesatisfied remains with the performance the of auditors and recommends that they be reappointed the for auditor ending year 31 January 2017. Peter Dicks theChairman of Audit Committee 26 April 2016 PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : January 2016 which sets out the key Internal and controls internal an need for function audit The Board has overall responsibility for the Company’s systems internal of controls and reviewing for their effectiveness. The purpose the of the that ensure assets to the is controls of Company safeguarded, are proper accounting records are maintained and the financial used information the within business and publication for reliable. is All the Company’s of management functions delegated are the to Manager which has its own internal control and risk monitoring arrangements. The Committee madehas preliminary a of assessment these arrangements, the with to reference Company’s risk matrix. The were results satisfactory. The Manager’s arrangements comparableare those the to of Former which place were in duringManager, the 31 January to year 2016. The Audit Committee assessed the Former Manager’s arrangements, with the to Company’sreference risk matrix. The Committee also reviewed a Statement Internalof the Controls for to year 31 the administration over controls internal theof Company’s investments. As in previous years the auditors were engaged carry to out agreed upon theseprocedures test controls, and to the results were satisfactory. In accordance with the Alternative ManagersInvestment Fund Directive (“the Directive”), the Company has appointed Aztec Financial Services (UK) Limited (“the Depositary”) as depositary. The Depositary’s responsibilities include the monitoring the of cash flows the of keeping the the safe of Company, Company’s assets, and the general the of Companyoversight including its compliance with its investment policy. The Audit Committee has reviewed the Depositary’s reports the for period from 1 February 2015 31 January to 2016, out set that the and testing procedures PDF Page: NEW 26_4_16 Text.p81.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Additional disclosures required by the Alternative Investment Fund Managers Directive

As discussed in the Chairman’s Statement Fair treatment of The sensitivity of the Company to market, and the Report of the Directors, the shareholders credit and investment, and capital risk is management of the Company was discussed in note 17 of the financial The Former Manager is governed by a transferred from Graphite Capital statements (page 55). The risk limits Management Board consisting of senior Management LLP (“the Former currently in place in respect of the partners of the firm. The Management Manager’’) to ICG (“the Manager”) on diversification of the portfolio and credit Board implemented a risk management 1 February 2016. The Manager became risk are set out in the Investment policy, and established and authorised authorised as an AIFM on 10 April 2014. Policy (page 84). a Risk Management Function to review The Directive requires certain disclosures compliance with the risk management Material Changes to be made in the annual report of the policy and procedures. Other than the change of Manager noted Company. Many of these disclosures are The Management Board also received above, there have been no material included in other sections of the annual detailed risk reports and information changes in relation to the matters report, principally Strategic Report regarding the investment activity and described in Article 23 of the Directive. (pages 8 and 9), Manager’s Review other operations of the Company. (pages 11 to 20), Financial Information Remuneration (pages 37 to 66) and Governance In reviewing this information, the Under the Alternative Investment Fund (pages 67 to 90). This section completes Management Board seeks to ensure the Managers Directive (“AIFMD”), we are the disclosures required by the Directive. fair treatment of investors, in particular required to make disclosures relating to considering compliance with stated remuneration of certain staff working for Assets subject to special investment strategies and policies, and the Former Manager, which acted as arrangements clear communication with investors. manager of the Company throughout the year ended 31 January 2016. The Company holds no assets subject to The Manager is governed by a board special arrangements arising from their consisting of both non-executive and Amount of remuneration paid illiquid nature. executive directors which oversees and The Former Manager paid the following manages the ICG group of which the remuneration to staff in respect of the Leverage Manager is part. ICG has a number of financial year ending on 31 January 2016 The Company has no borrowings and committees that assists in this regard, in relation to work on the Company: therefore is not currently leveraged. together with a risk function that through £’000 The Company will not employ leverage a risk framework assists in the in excess of 30% of its gross asset value. identification, control and mitigation of Fixed remuneration 1,206 the ICG group’s risks. This includes, but is Variable remuneration 2,774 Professional liability of not limited to, the fair treatment of the Total remuneration 3,980 the Manager ICG group’s regulatory clients, fund In accordance with the requirements of investors and corporate investors. Details Number of beneficiaries 17 the Directive, the Manager holds of the ICG’s governance and risk framework can be found in ICG’s annual The above disclosures reflect only those additional capital to cover potential staff of the Former Manager involved in professional liability risks. In addition report which is available on request or at www.icgam.com the management of the Company the Manager holds professional (including those employed by a subsidiary indemnity insurance. Risk profile and risk of the Former Manager) and only that Redemption rights management element of their remuneration which is attributable to the activities of the Former The shares of the Company are listed on The risks and uncertainties facing the Manager in respect of the Company. It is the London Stock Exchange. Company are regularly reviewed by the not possible to attribute remuneration Board, the Audit Committee and the paid to individual staff directly to income Shareholders may buy and sell shares on Manager. The principal risks faced by the received from any fund and hence the that market. As the Company is closed Company and the approach to managing above figures represent a notional ended, shareholders do not have the right those risks are set out in the Strategic approximation only. Variable remuneration to redeem their investment. Report (pages 8 and 9). includes carried interest received.

PDF Page: NEW 26_4_16 Text.p82.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Governance 83 / 82 1,991 1,803 £’000 PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : investors and investors the firm – under these arrangements, payments may only be made Aggregate remuneration paid to senior management remuneration Aggregate whose actions have a paid to personnel remuneration Aggregate Company of the material impact on the risk profile Certain the of members the of senior management the of Former Manager also performed functions had that a material impact on the risk profile The the of Company. remuneration those paid to individuals has consequently been included both in amounts disclosed above not and appropriate therefore aggregate is it these to amounts. The reflect above disclosures only element that the of individuals’ remuneration which is attributable the to activities the of Former Manager respect in It not is the of Company. possible attribute to remuneration paid individual to staff directly income to received any from fund and hence the above figuresrepresent a notional approximation only. Incentive The incentive paid the by Company during the ended year 31 January 2016 disclosed is the 9 to financial note in statements. Remuneration and incentivisation policies and practices The overriding principle governing the Former Manager’s remuneration decisions that is awards, particular in variable of remuneration, do not encourage risk taking which is the of funds with the risk profiles) therefore inconsistent investment objectives (and managed the by firm. Remuneration salary, consists of bonus, profit and share carried interest. (As the Former Manager a partnership, is the first three these the of take form of partnership drawings those staff for who partners.) are The carried arrangements interest intended are closely to the align interests of when investment profits been have realised cash. in The operation these of arrangements out set the in is Report the of Directors on pages 71 and 72. The Former Manager has a remuneration committee which remuneration takes decisions. The account the committee into short takes and long term performance the of firm, the of funds managed the by firm, and individuals. of Measures individual of performance will be based primarily on non-financial factors, as individuals do not manage their own portfolio assetsof or sole have responsibility business units. for Amounts paid to senior staff PDF Page: NEW 26_4_16 Text.p83.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Investment Policy

The objective of ICG Enterprise is to The Company may from time to time make Overcommitment provide shareholders with long term investments which provide exposure to Overcommitment is the practice of making capital growth through investment in other asset classes or which provide commitments to funds which exceed the unquoted companies, mainly through exposure to unquoted companies in other cash available for immediate investment. specialist funds but also directly. Both the forms. These investments (including the The Company may be overcommitted in objective and the policy remain market exposure provided by them) may order to ensure that it is more fully unchanged subsequent to the comprise up to 40% of the Company’s invested in the future. The level of over appointment of ICG as Manager on gross assets. commitment is monitored regularly by the 1 February 2016. Risk diversification Board and the Manager, taking into Asset allocation account uninvested cash, the availability ICG Enterprise’s policy is to maintain an of bank facilities, the projected timing of ICG Enterprise invests principally in investment portfolio which provides cash flows to and from the portfolio, and unquoted companies either indirectly exposure to unquoted companies across market conditions. through a fund or directly in a company. a broad range of sizes, with the greatest Where investments are made through a emphasis on medium sized and large Surplus cash fund, that fund may itself be either companies. The Company holds surplus cash on unquoted or quoted. Unquoted The aim is for the portfolio to be deposit with UK banks or invests it in debt companies in which ICG Enterprise has an instruments or funds which themselves interest may from time to time obtain a diversified by geography, industry sector and year of investment. invest in such instruments. These quotation and the Company may continue investments are typically very liquid, with to hold its interest in quoted form. The Company will ensure that its interest high credit quality, low capital risk and low Investments in unquoted companies and in any one portfolio company, taking into maturity. The Company will invest surplus quoted companies held post-flotation will account direct and indirect holdings, will cash only in low risk assets and will limit typically comprise between 50% and not exceed 15% of the Company’s total exposure to any one bank, fund or issuer 100% of the Company’s gross assets. investments at the time of initial to 15% of gross assets. The Company makes a significant majority acquisition or subsequent addition. It is of its investments through funds. It also the Company’s policy to invest no more Benchmark invests directly, mainly in the form of than 10% of its gross assets in other listed The Company’s benchmark is the co-investments alongside funds. investment companies. FTSE All-Share Index, which measures the share price performance of quoted The Company expects the largest part of Borrowings companies of all sizes in the UK. The its investment portfolio to be in well The companies in which ICG Enterprise Board considers that this provides the established companies. The Company invests often use borrowings to enhance most appropriate comparator for the may also invest in infrastructure projects, the returns to equity investors. The funds Company’s shareholders. early stage companies and other through which the Company invests may unquoted investments. also use borrowings. Currency risk The Company holds investments in Underlying investments will mostly be in The Company does not expect to take on currencies other than sterling and is equity, or equivalent risk instruments. A long term borrowings but may have long exposed to the risk of movements in the minority of investments may also be in lower term facilities. Short to medium term exchange rate of these currencies. From risk instruments such as mezzanine debt. borrowings may be required from time time to time the Company may put in place to time. hedging arrangements in order to manage currency risk.

PDF Page: NEW 26_4_16 Text.p84.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 Governance 85 / 84 existing shareholders first. This would be unchanged these by resolutions. The Share Issue Authorities will expire at the conclusion the of Annual General Meeting the of Company be to held in 31 July 2017. 2017 or earlier, if Resolution 11 Allows the calling a general of meeting an Annual is it General(unless Meeting) on not less than 14 notice. days’ Resolution 10 Renews the authority the of Company to 14.99% to purchases up market of make of the issued ordinary shares (the “Buy-back Authority”). The price under share a paid for the Buy-back Authority will be least 10p at and no nominal(the value share) a of 5% above the more than the (a) highest of average price share the over five business days preceding the of the market date the price the of last purchase, (b) independent trade the in Company’s the highest amount bid. andshares (c) These limits accordance in are with company and law the Listing Rules. The Buy-back Authority will expire the at conclusion the of Annual General Meeting or if theof Company be to held 2017, in 31 Julyearlier, 2017. PANTONE 309 C BlackPANTONE 1665 C out the in Directors’ Remuneration : Single Page Merged HR : Resolution 6 Re-appoints the auditors, PricewaterhouseCoopers who have LLP, indicated their willingness continue to in office. This recommended is the by Audit pageCommittee 81). (see Resolution 7 Approves the remuneration report as set section the for ended year 31 January 2016. Resolutions 8 and 9 Renew the authority the of Board to the capitalincrease the Company of share subject shares issuing by certain to conditions (the “Share Issue Authorities”). Resolution 8 gives the Board the ability to equivalent shares issue 33% to current of capital.share In such circumstances, the Companies Act requires existing that shareholders given are the opportunity to participate new before shareholders (“pre- Resolution emption”). 9 gives the Board the ability shares issue to equivalent 10% to current capital of share without pre-emption applying. The Listing Rules do not permit the to a discount at shares Company issue to NAV per unless they share offered are to PDF Page: NEW 26_4_16 Text.p85.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015

Corporate Governance Code, retire Resolutions 3, 4 and 5 Approve the re-election Dicks, Peter of andMark Sandra Fane Pajarola. Mr Dicks each have servedand Mr Fane on the Board more for than nine years and therefore, as recommended the by UK annually and offer themselves for re-election. Ms Pajarola stands for re-election as she has served three years since first standing election. for The directors’ biographies on are page 68. Resolution 2 Approves the recommended final dividend 6.0p of per ordinary for share the ended year 31 January 2016. Resolution 1 Approves the audited financial statements thefor ended year 31 January 2016 (pages 38 60) together to with the Report Independent Auditors’ 65) to (pages 61 and the Report the of Directors (pages 75). 69 to The notice convening the Annual General Meeting (pages 86 and 87)sets out full in the resolutions be on to the at voted Meeting. The effect each of proposed resolution, passed if the by shareholders, summarisedis below: The Annual General Meeting General Annual The ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Notice of Meeting

Notice is hereby given that the thirty-fifth (the “Act”), to exercise all the Annual General Meeting of powers of the Company to allot ICG Enterprise Trust plc will be held at shares in the Company or to Stationers’ Hall, Ave Maria Lane, London, grant rights to subscribe for or EC4M 7DD on 14 June 2016 at 1.00p.m. to convert any security into for the following purposes. shares in the Company up to an aggregate nominal amount of Resolutions 9 to 11 inclusive will be £2,353,785.60 (representing proposed as special resolutions, 23,537,856 ordinary shares of requiring 75% of votes cast to be in favour 10p each, such amount being in order to be passed. All other equivalent to 33% of the issued resolutions will be proposed as ordinary ordinary share capital excluding resolutions, requiring more than 50% of shares held as Treasury Shares) votes cast to be in favour. during the period commencing on the date of the passing of this Ordinary business resolution and expiring at the 1. To receive and adopt the reports of conclusion of the Annual General the directors and auditors and the Meeting of the Company in 2017, Company’s financial statements for or, if earlier, on 31 July 2017; and the year ended 31 January 2016. b. all authorities and powers 2. To declare a final dividend of 6.0p previously conferred under on the ordinary shares of the section 551 of the Act are hereby Company. revoked, provided that such revocation shall not have 3. To re-elect P. Dicks as a director. retrospective effect. 4. To re-elect M. Fane as a director. Special business 5. To re-elect S. Pajarola as a director. Disapplication of pre-emption rights (see note 1) 6. To re-appoint PricewaterhouseCoopers LLP as 9. THAT: auditors to the Company to hold a. subject to the passing of office until the conclusion of the next resolution 8 above the directors general meeting at which financial be empowered to allot equity statements are laid before the securities as defined in section Company, and to authorise the 560(1) or section 560(3) of the directors to fix the remuneration of Act wholly for cash during the the auditors. period commencing on the date 7. To consider, and if thought fit, to of the passing of this resolution approve the remuneration report set and expiring at the conclusion of out in the Directors’ Remuneration the Annual General Meeting of section of the Annual Report for the the Company in 2017, or, if year ended 31 January 2016. earlier, on 31 July 2017. In connection with an allotment of Authority to allot shares shares pursuant to the authority referred to in resolution 8 above 8. THAT: or the sale of treasury shares, up a. the directors be generally and to an aggregate nominal amount unconditionally authorised, in of £713,268.20 (representing accordance with section 551 of 7,132,682 ordinary shares of the Companies Act 2006 10p each, such amount being

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December this authoritythis expire shall the at conclusion the of Annual General Meeting the of Company held in on 31 July 2017 earlier, if 2017 or, the relation in to (except thepurchase shares contract of whichfor was concluded before the expiry such authority of and which be might executed wholly or partly after such expiry) unless such authority varied, is revoked or renewed prior to such time. day on which is such share contracted be to purchased, the price the of last and (b) the independent trade or (c) highest current bid, as Article by stipulated 5(1) of Commission Regulation (EC) 22 2273/2003) 3 July from 2016, or, Regulatory Commission-adopted Standards pursuant to Technical the of Market Abuse article 5(6) Regulation; and

d. a generala meeting other an than Annual General Meeting may be called on not less than 14 notice. days’ THAT:

General Meetingon a notice minimum days’ 14 11. By order the of Board SecretaryCompany NomineesICG 2015 Limited 26 April 2016 Registered office: Juxon House, 100 Paul’s Churchyard, St 8BULondon, EC4M PANTONE 309 C the maximum price which may be an amount is a share paid for 105% equal the (a) to highest of theof average the of closing price the of Company’s ordinary as derivedshares the from London Exchange Stock Daily Official List the for five business days immediately preceding the the minimum price which may be eachpaid for ordinary is share 10p; the maximum number shares of which may be purchased is 10,691,892 (being approximately 14.99% the of issued ordinary shares capital (excluding share held Shares)); as Treasury by suchby power the directors may offersmake or agreements which would or might require equity securities be to allotted after the expiry such period. of equivalent 10% to the of issued ordinary capital (excluding share Shares)) heldshares Treasury as sectionas if the of Act 561 did not apply any such allotment to or sale; and

BlackPANTONE 1665 C c. b. THAT: unconditionally and generally authorised the for purpose section of the of Act701 market make to defined section in purchases (as 693 ordinary Act) of that of 10p of shares each the in capital the of Company on such terms and such in manner as the directors may determine, provided that: a. b.

: Single Page Merged HR : Authority to purchase Authority to shares 10. the Company be and hereby is PDF Page: Text87 27thApril.p1.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Notice of Meeting: Explanatory Notes

Note 1: In accordance with Listing Rule shares in excess of those held by the 15.4.11, unless authorised by shareholders, member will result in the proxy the Company may not issue shares at a appointment being invalid. Please indicate discount to net asset value unless they are if the proxy instruction is one of multiple first offered to existing shareholders instructions being given. All proxy forms pro-rata to their existing holdings. must be signed and should be returned together in the same envelope. Note 2: A member entitled to attend and vote at this meeting may appoint one or Note 3: A person to whom this notice is more persons as his/her proxy to attend, sent who is a person nominated under speak and vote on his/her behalf at the section 146 of the Companies Act 2006 meeting. A proxy need not be a member to enjoy information rights (a “Nominated of the Company. If multiple proxies are Person”) may, under an agreement appointed they must not be appointed in between him/her and the shareholder by respect of the same shares. To be whom he/she was nominated, have a right effective, the enclosed form of proxy, to be appointed (or to have someone else together with any power of attorney or appointed) as a proxy for the Annual other authority under which it is signed or General Meeting. If a Nominated Person a certified copy thereof, should be has no such proxy appointment right or lodged at the office of the Company’s does not wish to exercise it, he/she may, Registrar, Computershare Investor under any such agreement, have a right to Services PLC, the Pavilions, Bridgwater give instructions to the shareholder as to Road, Bristol BS99 6ZY not later than the exercise of voting rights. The 48 hours before the time of the meeting. statements of the rights of members in In view of this requirement, investors relation to the appointment of proxies in holding shares in the Company through Notes 1 and 2 above do not apply to a the F&C Private Investor, Personal Equity Nominated Person. The rights described or Pension Savings Plans, an F&C Child in those Notes can only be exercised by Trust Fund, an F&C Junior ISA or in a registered members of the Company. F&C Individual Savings Accounts should ensure that forms of direction are Note 4: As at 25 April 2016 (being the returned to Computershare Investor last business day prior to the publication Services PLC not later than 120 hours of this notice) the Company’s issued share before the time appointed for the capital amounted to 71,326,837 ordinary meeting. The appointment of a proxy will shares carrying one vote each and not prevent a member from attending the 1,586,163 non-voting Treasury Shares meeting and voting in person if he/she so which represents approximately 2.2% wishes. A member present in person or by of the total number of the ordinary share proxy shall have one vote on a show of capital of the Company. Total issued hands and on a poll every member share capital, including Treasury Shares, present in person or by proxy shall have was 72,913,000. one vote for every ordinary share of which he is the holder. Holders of Note 5: Pursuant to Regulation 41 of the Subscription shares are not entitled to Uncertificated Securities Regulations attend and vote at this meeting. 2001, the Company specifies that only those shareholders registered on the To appoint more than one proxy, members Register of Members of the Company as will need to complete a separate proxy at 6.00p.m. on the day which is two days specifying clearly on each proxy form how before the day of the meeting (or, in the many shares the proxy is appointed in event of any adjournment, as at 6.00p.m. relation to. A failure to specify the number on the day which is two days prior to the of shares each proxy appointment relates adjourned meeting) shall be entitled to to or specifying an aggregate number of attend in person or by proxy and vote at

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member concerned to take (or, member concerned (or, take to involve the of disclosure confidential information; interfere unduly with the preparation the for AGM, or

ii. i. the answer has already been given on a the in an answer a form of to website or question; undesirable is it the in the of interests Company or the good order the of meeting the that question be answered.

to do so would:to b. c. CREST applicable, where and, members their CRESTsponsors or service voting providers should Euroclear that note does availablenot make special procedures in CREST particular any for messages. Normal system timings and limitations will therefore apply the relation in CREST to input of Proxy Instructions. It the is responsibility of the CREST theif CREST member a CREST is personal member or sponsored member or has to appointed service a voting provider(s), procure his/her that CREST such take(s)) servicevoting provider(s) action be as shall necessary a that ensure to message transmitted is means by the of CREST particular any system by time. In this connection, CREST applicable, their CREST sponsors or voting service providers are referred, in particular, thoseto sections the of CREST Manual concerning practical the of limitations CREST system and timings. The Company as invalid may treat a CREST Proxy Instruction the in circumstances out set in the of UncertificatedRegulation 35(5) (a) Securities Regulations 2001. InNote accordance with 7: section of 319A the Companies Act 2006, the Company causemust any question the relating to business being dealt with the at AGM put by a shareholder attending the meeting be to answered. No such answer need be given if: a. PANTONE 309 C Manual, which available is to Personal Members orother sponsored members, and those BlackPANTONE 1665 C : Single Page Merged HR : the Annual General Meeting respect in of the number registered their shares in of name time. that at Changes entries to on the Members of Register after time that beshall disregarded determining in the rights any person of attend at to or vote the meeting. Note 6: CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may meeting do this so for and thereof the using by any adjournment(s) procedures described in the CREST download the from Euroclear website (www.euroclear.com/CREST). CREST CREST CREST members who appointed have a should to refer servicevoting provider(s), their CRESTsponsor or service voting who will be the able take to provider(s), behalf. their action on appropriate In order a proxy for appointment or instruction made the using CREST service beto valid, the appropriate CREST “CRESTmessage (a Proxy Instruction”) bemust properly authenticated in accordance with Euroclear’s specifications and must contain the information required such instructions,for as described the in CREST Manual. it whether of regardless message, The the appointmentconstitutes a proxy of or an amendment the to instruction a given to previously appointed proxy must, in order beto valid, be transmitted be so as to received the by issuer’s agent (ID 3RA50) proxy receipt of for time(s) theby latest appointments specified the in notice of meeting and determined the by timestamp applied the to message the by CREST Applications which from the Host) issuer’s agent able retrieve is the to message by enquiry CREST to the in manner prescribed CREST. by After time this any change instructions of proxies to appointed through CREST should be communicated the to appointee through other means. PDF Page: NEW 26_4_16 Text.p89.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Notice of Meeting: Explanatory Notes continued

Note 8: Shareholders should note that it Note 10: The following documents will be is possible that, pursuant to requests available for inspection at the registered made by shareholders of the Company office of the Company during usual under section 527 of the Companies business hours on any weekday (except Act 2006, the Company may be required Saturdays, Sundays and public holidays) to publish on a website a statement until the date of the AGM and at the place setting out any matter relating to: of the AGM for a period of fifteen minutes prior to and during the meeting: (a) the a. the audit of the Company’s financial terms and conditions of appointment of statements (including the Auditor’s non-executive directors; and (b) a copy Report and the conduct of the audit) of the Current Articles of Association. that are to be laid before the AGM; or None of the directors has a contract of (ii) any circumstance connected with an service with the Company. auditor of the Company ceasing to hold office since the previous meeting at If you are in any doubt as to the content or which annual financial statements and action you should take, you should reports were laid in accordance with consult immediately your stockbroker, section 437 of the Companies Act bank manager, solicitor, accountant or 2006. The Company may not require other independent financial advisor the shareholders requesting any such authorised under the Financial Services website publication to pay its expenses and Markets Act 2000. in complying with sections 527 or 528 of the Companies Act 2006. Where If you have sold or otherwise transferred the Company is required to place a all of your shares in the Company, please statement on a website under section send this document, together with the 527 of the Companies Act 2006, it must accompanying Form of Proxy and forward the statement to the Attendance Card, to the purchaser or Company’s auditor not later than the transferee or to the stockbroker, bank or time when it makes the statement other agent through whom the sale or available on the website. The business transfer was effected for transmission to which may be dealt with at the AGM the purchaser or transferee. includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Note 9: A copy of this Notice of Annual General Meeting is incorporated in the Annual Report for the year ended 31 January 2016 available on the Company’s website: www.icg-enterprise.co.uk

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General Information Understanding Private Equity 92 How to Invest in ICG Enterprise 94 Useful Information 95 Website 96 General Information

90 / 91 ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

Understanding Private Equity

Listed private equity What is private equity? Private equity is a term used to describe investment in private, unquoted provides access to an companies; it is an alternative ownership model to a public market listing. asset class with an One of its principal features is a stronger alignment of interests between investors in companies and their managers. The private equity model attractive operating has many attractions and these can generate higher returns. model for the price of Private equity covers a wide spectrum of investments, from start-up a share companies capitalised at less than £1 million to acquisitions of large established companies of all sizes. The main sub-sectors of the private equity market are buy-outs, which include management buy-outs (MBOs) and buy-ins (MBIs), and venture capital, which covers early stage investing. ICG Enterprise focuses on buy-out investments. A buy-out generally involves the purchase of a majority or a significant minority of the equity of a well-established, profitable company by one or more private equity funds, which invest alongside the existing management team (an MBO) or a new management team (an MBI). The sellers may be the founders or other individuals, or larger companies seeking to divest subsidiaries or sell an investment on the secondary market. Quoted companies may also be acquired by private equity investors in public to private transactions. Private equity managers provide focused strategic and operational guidance to the companies in their portfolio, which contrasts with public ownership where a company may have to deal with the competing demands of a diverse range of shareholders. There is also less short term performance pressure on private equity owned companies than in the public markets, making it possible to adopt a longer term approach. When companies are ready for disposal, they may be sold to a trade buyer (a company in the same sector), or to a financial buyer (including other private equity funds – known as a secondary buy-out). Alternatively they may be floated on a stock market in an initial public offering (IPO).

PDF Page: NEW 26_4_16 Text.p92.pdf Process Plan: Single Page Merged HR Process Plan: BlackPANTONE 1665 C PANTONE 309 C Job Name: 62860z RP ICG EnterpriseTrustReport2015 General Information 93 / 92 Investor access to private equity to access Investor private equityTraditional funds are difficult most private for to investors access, are as minimum commitment sizes typicallyleast £5 at million. It can also be difficult existing private in for investors equity sell funds their to interests, as secondary liquidity market can be limited. on a longInvestors take term obligation to fund a manager’s investment programme, which requires careful management of cash order all resources in that ensure to commitments can be met. Private equity managers only report their fund’s mostvaluation once at investors a to quarter. private equityBenefits listed of privateInvesting listed in equity removes thesemany of barriers investment. to Investors can exposure gain a to diversified private equity portfolio the for price a share, there of daily is liquidity in andthose the shares value the of shareholding known is any point at time. in There no is obligation fund future to commitments. In addition, the manager of privatea listed equity fund deals with the complex legal structuring common is that privateto equity transactions. these For reasons, private listed equity an is attractive the way to access asset gain to but many types for class investor, of particularly private for shareholders and small institutions. PANTONE 309 C BlackPANTONE 1665 C : Single Page Merged HR : Fund investing Fund A private equity fund-of-funds invests primarily funds in managedprivate by equity managers. The the task of fund-of-funds manager select to is high quality managers, their access to gain funds and construct a diversified, balanced portfolio investors. for Overcommitment In order achieve or full near to full fund-of-funds for investment, usual is it to commitments exceedingmake the amount cashof immediately available for investment.This described is as overcommitment.When determining an appropriate level of overcommitment, careful consideration needs be to given theto which rate at commitments might be drawn down, and the which rate at willrealisations generate cash the from existing portfolio fund new to investment. Primary secondaryand investments fund A commitment a private to equity fund at the beginning called is its of life a primary commitment. It may also be possible to a fund in whichacquire part an interest is way through an existing from its life, and called is this a secondaryinvestor, investment. The price a secondary of investment depends primarily on the quality the of portfolio and its future prospects, and may represent a premium theor to most recent a discount reported net value asset the of portfolio. Co-investments When a private equity manager has an investment opportunity too large is that alone example, its make for fund to (for because they diversification of limits), their may invite to fund investors participate alongside fund. that An kind this investment of called is a co-investment. no additional Typically the paidfees are to private equity manager respect in a co-investment. of Co-investments can increase the overall a fund from returns investment programme. PDF Page: NEW 26_4_16 Text.p93.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015 How a privateHow equity works fund The most common model a private for equity to investors institutional fund for is commitmentsmake a private to equity manager fund an investment to programme. Once these commitments place, in are the private equity manager then identifies investmentsand companies makes in over a period years, of drawing down cash onlyinvestors’ when an investment has been completed. The manager then works develop to those companies and seeks achieve to their profitable disposal. When investments sold, are cash returned is to investors. Private equity funds generally are structured years. ten of Most with of a life the cash typically is drawn down a over period six years and to four may begin of beto returned the in fourth or fifth year, and buying underlying the reflecting selling companies of the in fund. As a result, the maximum net amount drawn down an by individual fund often is considerably less than the amount total committed to it. Careful use of leverage of use Careful As the ownership model increases the confidence lenders, of buy-out investments may use higher debt levels of increase quoted companies to similar than equity returns. This normally includes as senior to debt) bank debt (referred debt. mezzanine sometimes and Mezzanine debt junior is debt with a higher than return senior debt to compensate risk. the for greater Alignment of interest Alignment of Both company management and teams private equity managers incentivised are maximise theto for returns ultimate the in investors private equity funds. ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

How to Invest in ICG Enterprise

ICG Enterprise is listed on the London As with any investment into a company Stock Exchange and its shares can be listed on the stock market, you should bought and sold just as those of any other remember that: listed company. • the value of your investment and the A straightforward way for individuals to income you get from it can fall as well as purchase and hold shares in the Company rise, so you may not get back the is to contact a stockbroker, savings plan amount you invested; and provider or online investment platform. • past performance is no guarantee of You may be able to find a stockbroker future performance. using the website of the independent Wealth Management Association (WMA) This is a medium to long term investment at www.thewma.co.uk so you should be prepared to invest your money for at least five years. You may also be able to purchase shares via your bank account provider. If you are uncertain about any aspect of your decision to invest, you should For a small fee, your chosen intermediary consider seeking independent financial can purchase shares in the Company on advice. your behalf. Details of the Company’s website and The Company’s shares are eligible for contact information for potential and tax-efficient wrappers such as Individual existing shareholders can be found in the Savings Accounts (“ISAs”), Junior ISAs, Useful Information section on the next and Self Invested Personal Pensions page. (“SIPPs”).

Information about ISAs and SIPPs, as well as general advice on saving and investing, can be found on the government’s free and independent service at www.moneyadviceservice.org.uk

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GB0003292009 GB0003292009 0329200 ICGT.L

Payment of dividends dividends of Payment Cash dividends will be sent cheque by to the first-named shareholder their at registered address, arrive to on the payment date. Alternatively, dividends may be paid direct a shareholder’s into bank account via Automated Bankers’ Clearing Service (“BACS”). This may be arranged by contacting the Company’s registrar, Computershare ServicesInvestor PLC contact(see details above). price Share The Company’s mid-market ordinary priceshare published is daily the in Financial Times and Daily Telegraph under the section ‘Investment In the Financial TimesCompanies’. the ordinary price share and the subscription priceshare the in listed are sub-section ‘Conventional-Private Equity’. ISIN/SEDOL numbers The ISIN/SEDOL numbers and code for ordinary are: shares the Trust’s ISIN SEDOL Reuters LPEQ The Company a member is LPEQ, of the industry association private listed of equity companies. LPEQ’s goal to is knowledge levels of improve and understanding about private listed equity among participants market and commentators. www.lpeq.com AIC The Company a member is the of Association Investment of Companies. www.theaic.co.uk 3 June 2016 3 June 2016 2 June 2016 2 June 2016 PANTONE 309 C

BlackPANTONE 1665 C Company. : Single Page Merged HR : October 2015. October This report is printed using papers which are derived from sustainable sources and are approved as approved and are sustainable sources derived from which are is printed using papers This report as an FSC® The printer is registered vegetable based. The inks used are products. FSC® mixed sources and ISO 14001:2004 Environmental system Management Quality ISO 9000:2000 with accredited supplier printing company. CarbonNeutral® Management System and is also certified as a (last date for registering for transfers date (last to dividend) the receive date payment Dividend 20 June 2016 This dividend will be paid as an “income which will be taxeddistribution”, the in hands shareholders of income as interest this dividend than income); (rather reduces the tax charge payable by the Manager AlternativeICG Investment Limited, Juxon House, 100 Paul’s, St Churchyard London EC4M 8BU 020 3201 7700 Authorised and regulated the by Financial Conduct Authority (FRN: 606186). Broker Morgan Cazenove,J.P. 25 Bank Street, Canary Wharf, London E14 5JP 2016 - Dividend An dividend interim 5.0p of was paid on 20 A final dividend 6.0p of proposed is in respect the of ended year 31 January 2016, payable as follows: Ex-dividend date trade without rights the(shares to dividend) Record date PDF Page: NEW 26_4_16 Text.p95.pdf Process Plan Process Plan Job Name: 62860z RP ICG EnterpriseTrustReport2015

third quarter’s result Interim figures announced and half-yearly report published Final results year for announced, Annual Report and financial statements published Annual General Meeting and first quarter’s results

Useful Information Useful All announcements may be viewed the at above). Company’s (see website December June September 020 3201 7700 Registered number: 01571089 Place registration: of England Website www.icg-enterprise.co.uk Registrar Computershare ServicesInvestor PLC, The Pavilions, Address Juxon House, 100 Paul’s, St Churchyard 8BULondon EC4M Road, Bridgwater Bristol BS99 6ZZ www-uk.computershare.com/investor, 0370 889 4091 F&C savings schemes Investors through F&C savings schemes can contact the Services Investor on: team 0345Telephone: 600 3030 E-mail [email protected] calendarFinancial The announcement and publication the of Company’s may results normally be expected the in months shown below: March/April ICG ENTERPRISE TRUST PLC REPORT & ACCOUNTS 2016

website www.icg-enterprise.co.uk

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 31 JANUARY 2016 JANUARY 31 ACCOUNTS AND REPORT PLC ANNUAL TRUST ENTERPRISE ICG

ENTERPRISE TRUST PLC ENTERPRISE TRUST PLC www.icg-enterprise.co.uk ANNUAL Report AND Accounts 31 JANUARY 2016

investing in long term growth

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