LARGEST 50 MANAGERS BY VALUE Top 50 managers account for 77% of NAV as at 31 May 2026. \( ^{1} \) | | Company | Website | Region2 | Stage | % of total private equity asset value3 | | --- | --- | --- | --- | --- | --- | | 1 | ![img-0.jpeg](img-0.jpeg) | | North America | Growth | 5.7% | | 2 | ![img-1.jpeg](img-1.jpeg) | | Global | Venture, Growth | 4.9% | | 3 | ![img-2.jpeg](img-2.jpeg) | | Europe | Buyout | 4.6% | | 4 | ![img-3.jpeg](img-3.jpeg) | | Global | Buyout | 2.6% | | 5 | ![img-4.jpeg](img-4.jpeg) | | Europe | Buyout | 2.6% | | 6 | ![img-5.jpeg](img-5.jpeg) | | North America | Growth | 2.5% | | 7 | ![img-6.jpeg](img-6.jpeg) | | Europe | Buyout | 2.2% | | 8 | ![img-7.jpeg](img-7.jpeg) | | North America | Buyout | 2.2% | | 9 | ![img-8.jpeg](img-8.jpeg) | | North America | Buyout | 2.2% | | 10 | ![img-9.jpeg](img-9.jpeg) | | Europe | Buyout | 2.0% | | 11 | ![img-10.jpeg](img-10.jpeg) | | North America | Buyout | 2.0% | | 12 | ![img-11.jpeg](img-11.jpeg) | | North America | Buyout | 1.9% | 1 73% as at 31 May 2025. 2 Refers to the regional exposure of funds. 3 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN. 4 The private equity manager does not permit the Company to disclose this information. | | Company | | Website | Region2 | Stage | % of total private equity asset value3 | | --- | --- | --- | --- | --- | --- | --- | | 13 | LMP | LOVELL MINNICK PARTNERS | | North America | Buyout | 1.9% | | 14 | Balderton. | | | Europe | Growth | 1.8% | | 15 | | | | Europe | Buyout | 1.7% | | 16 | ALIOR | | | Europe | Buyout | 1.7% | | 17 | | | | Asia | Growth | 1.7% | | 18 | | DEUTSCHE PRIVATE EQUITY | | Europe | Buyout | 1.6% | | 19 | OAK HC/FI | | | North America | Growth | 1.4% | | 20 | PSG | PROVIDENCE STRATEGIC GROWTH | | North America | Growth | 1.3% | | 21 | APHEON | (formerly Ergon Capital Partners) | | Europe | Buyout | 1.3% | | 22 | | Charlesbank | | North America | Buyout | 1.3% | | 23 | | | | North America | Buyout | 1.3% | | 24 | seven2 | (formerly Ajax Partners MidMarket) | | Europe | Buyout | 1.3% | | 25 | | Lightspeed | | North America | Venture | 1.2% | | 26 | SHAMROCK CAPITAL | | | North America | Growth | 1.2% | 三 Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 43 --- # LARGEST 50 MANAGERS BY VALUE Top 50 managers account for 77% of NAV as at 31 May 2026.¹ | Company | Website | Region² | Stage | % of total private equity asset value³ | | --- | --- | --- | --- | --- | | 27 LINDEN | | North America | Buyout | 1.2% | | 28 Sentinel CAPITAL PARTNERS | | North America | Buyout | 1.1% | | 29 PROVIDENCE EQUITY PARTNERS | | North America | Buyout | 1.1% | | 30 Hellman & Friedman | | North America | Buyout | 1.1% | | 31 APOLLO | | North America | Buyout | 1.1% | | 32 MAIN POST PARTNERS | | North America | Buyout | 1.1% | | 33 SEARCH | | Global | Special Situations | 1.1% | | 34 abry partners | | North America | Buyout | 1.0% | | 35 ACCEL PARTNERS | | Global | Venture | 1.0% | | 36 STONE GOFF | | North America | Buyout | 0.9% | | 37 Lorient Capital | | North America | Buyout | 0.9% | | 38 KKR | | Europe | Buyout | 0.9% | 1 73% as at 31 May 2025. 2 Refers to the regional exposure of funds. 3 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN. 4 72.8% as at 31 May 2025. | Company | Website | Region² | Stage | % of total private equity asset value³ | | --- | --- | --- | --- | --- | | 39 KNOX-LANE | | North America | Buyout | 0.8% | | 40 MAGNUM INDUSTRIAL PARTNERS | | Europe | Buyout | 0.8% | | 41 CHEQUERS CAPITAL | | Europe | Buyout | 0.7% | | 42 THE ENERGY & MINERALS* GROUP | | North America | Special Situations | 0.7% | | 43 Morgan Stanley CAPITAL PARTNERS | | North America | Buyout | 0.7% | | 44 ROARK CAPITAL GROUP | | North America | Buyout | 0.7% | | 45 NORDIC CAPITAL | | Europe | Buyout | 0.7% | | 46 INBIR | | North America | Buyout | 0.7% | | 47 ONEX | | North America | Buyout | 0.7% | | 48 CHRYSCAPITAL | | Asia | Buyout | 0.6% | | 49 GRAHAM PARTNERS | | North America | Buyout | 0.6% | | 50 青生建设 HOSEN CAPITAL | | Asia | Buyout | 0.6% | Coverage of PIN's private equity asset value 76.9%⁴ ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 44 --- PART 2 # STRATEGIC REPORT | Key Performance Indicators | 46 | | --- | --- | | Risk Management and Framework | 49 | | Risk Management and Principal Risks | 51 | | Directors' Duties and Stakeholder Engagement | 54 | | Viability Statement | 59 | ![img-12.jpeg](img-12.jpeg) ![img-13.jpeg](img-13.jpeg) Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 45 --- ## KEY PERFORMANCE INDICATORS During the period, NAV per share increased by +4.3%, driven by valuation gains, favourable foreign exchange movements, investment income and the accretive impact of share buybacks. Portfolio return was muted but positive, reflecting the resilience of the portfolio. Despite persistent macroeconomic and geopolitical uncertainty, the five-year total shareholder return increased in the past 12 months. In addition, net portfolio cash flow increased significantly (1.7x relative to the previous year) underscoring an improved distribution market environment. The Company continues to actively manage its liquidity and maintain a high level of coverage for undrawn commitments. We believe that a prudent gearing strategy can enhance long-term returns while preserving financial flexibility. ### 1 NAV per share growth¹ #### What this is NAV per share reflects the attributable value of a shareholder's holding in PIN. The provision of consistent long-term NAV per share growth is central to our strategy. NAV per share growth in any period is shown net of foreign exchange movements and all costs associated with running the Company. Valuations are determined in accordance with Pantheon's Valuation Policy. #### How PIN has performed - NAV per share increased by 21.4p during the year to 517.9p (31 May 2025: 496.5p). This was an increase of 4.3% compared with the prior financial year end. - Valuation gains, investment income, foreign exchange movements and share buybacks of +6.7% were offset by fees and expenses of -2.4%. #### Link to our strategic objectives - Investing in high-performing private companies alongside and through top-tier private equity managers globally, to maximise long-term capital growth. - Mitigating investment risk through the diversification of PIN's underlying portfolio. #### Examples of related factors that we monitor - Valuations provided by the underlying private equity managers. - Fluctuations in currency exchange rates. - Opportunity to repurchase own shares at attractive discounts. #### NAV per share growth buoyed by valuation gains and share buybacks ![img-14.jpeg](img-14.jpeg) ### 2 Five-year cumulative total shareholder return #### What this is Total shareholder return constitutes the return to investors, after taking into account share price movements (capital growth) and any share buybacks during the period. The Board's strategy is to deliver returns for shareholders through the growth in NAV and not through the payment of dividends. #### How PIN has performed - PIN's ordinary shares had a closing price of 407.0p as at 31 May 2026 (31 May 2025: 296.0p), representing a +37.5% increase over the year. - Share price discounts to NAV have narrowed in the listed private equity sector. The discount on PIN's shares was 21% at the period end (31 May 2025: 40%). The median discount for listed private equity peers² at the same date was 30% (31 May 2025: 33%). #### Link to our strategic objectives - Maximise shareholder returns through long-term capital growth. - Promote better market liquidity and narrow the discount by building demand for the Company's shares. #### Examples of related factors that we monitor - Rate of NAV growth relative to listed markets. - Trading volumes for the Company's shares. - Share price discount to NAV. #### Total shareholder returns increased following improved market sentiment ![img-15.jpeg](img-15.jpeg) 1 Excludes valuation gains and/or cash flows associated with the Asset Linked Note ("ALN"). 2 Peer group comprised: CT Private Equity Trust, HarbourVest Global Private Equity, ICO Enterprise Trust and Patria Private Equity Trust. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 46 --- # KEY PERFORMANCE INDICATORS Portfolio investment return¹ What this is Portfolio investment return measures the total movement in the valuation of the underlying companies and funds comprising PIN's portfolio, expressed as a percentage of the opening portfolio value, before taking foreign exchange effects and other expenses into account. How PIN has performed - Modest increase in underlying portfolio valuation against a backdrop of market volatility. - Primaries were the biggest contributor to positive returns in the year. - The portfolio investment return of £76m is classified as an Alternative Performance Measure, which is detailed further on page 135. This comprises the return after taxation of £46m, adjusted for non-portfolio income, expenses and foreign exchange. Link to our strategic objectives - Maximise shareholder returns through long-term capital growth. Examples of related factors that we monitor - Performance relative to listed markets and listed private equity peer group. - Valuations provided by the underlying private equity managers. Modest increase in valuations ![img-16.jpeg](img-16.jpeg) Net portfolio cash flow¹,² What this is Net portfolio cash flow is equal to distributions less capital calls to finance investments, and reflects the Company's capacity to finance calls from existing investment commitments. PIN manages its maturity profile through a mix of Primaries, Secondaries and Co-investments to ensure that its portfolio remains cash-generative at the same time as maximising the potential for growth. How PIN has performed - PIN's portfolio generated £392m in distributions for the year ended 31 May 2026 (an increase from £291m in the prior year), against £177m of capital calls (31 May 2025: £160m), resulting in a net cash flow of £215m, which is 1.7x higher than the prior year net portfolio cash received. - In addition, the Company made new commitments of £169m during the year (year to 31 May 2025: £143m), £50m of which was drawn at the time of commitment (31 May 2025: £44m). - As at 31 May 2026, PIN's portfolio had a weighted average age of 5.7 years³ (31 May 2025: 5.6 years). Link to our strategic objectives - Maximise long-term capital growth through ongoing portfolio renewal while controlling financing risk. Examples of related factors that we monitor - Relationship between outstanding commitments and available financial resources. - Portfolio maturity and distribution rates by vintage. - Pace of deployment into new investment opportunities. Significant increase in net cash flow ![img-17.jpeg](img-17.jpeg) 1 Refer to the Alternative Performance Measures section on page 135. 2 Excludes valuation gains and/or cash flows associated with the ALN. 3 Excludes the portion of the reference portfolio attributable to the ALN. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 47 --- # KEY PERFORMANCE INDICATORS Net debt to NAV ("Gearing")¹ What this is Gearing relates to how much debt is utilised in PIN's capital structure and is expressed as net debt (borrowings excluding the ALN less cash) as a percentage of NAV. The Board appreciates that gearing is a differentiator in investment trust structures, and that a measured use of debt can eliminate cash drag and enhance investment returns. PIN's approach to gearing remains prudent. How PIN has performed - PIN's net debt as a percentage of the Company's NAV as at 31 May 2026 was 9.2% (31 May 2025: 8.7%). - As at 31 May 2026, PIN had utilised £112m of its £400m revolving credit facility, and had £111m of private placement notes outstanding. - PIN's net debt to NAV ratio is lower than the relevant peer group average of 9.8%². Link to our strategic objectives - Adopting a more efficient use of balance sheet capital to reduce cash drag and enhance NAV growth, recognising that gearing may vary through the cycle as we seek to maintain disciplined and consistent deployment. Examples of related factors that we monitor - Utilisation level of the revolving credit facility. - Anticipated distribution levels and impact on liquidity position. - Gearing relative to listed private equity peer group. - Impact of financing costs on NAV performance and ongoing charges. Gearing levels increased moderately to support capital allocation activities ![img-18.jpeg](img-18.jpeg) Undrawn coverage ratio¹,³ What this is The undrawn coverage ratio measures the ability to cover undrawn commitments using available financing and 10% of private equity assets. The undrawn coverage ratio is an indicator of the Company's ability to meet outstanding commitments, even in the event of a market downturn. How PIN has performed - The optimisation of PIN's balance sheet enables the Company to further enhance its performance, by allowing PIN to lean into attractive opportunities across market cycles and by reducing cash drag. - PIN's undrawn coverage ratio is prudent as we expect outstanding commitments to be drawn over a number of years, as evidenced by PIN's 10-year average call rate (23% of opening undrawn commitments). - A 92% undrawn coverage ratio is comfortable relative to the 25% minimum required under existing loan covenants. Link to our strategic objectives - Flexibility in portfolio construction, allowing the Manager to select a mix of Primaries, Co-investments and Secondaries, and vary investment pace, to achieve long-term capital growth. - The vintage diversification of unfunded commitments helps PIN manage future capital calls. Examples of related factors that we monitor - Relative weighting of primary, secondary and co-investments in the portfolio. - Level of undrawn commitments relative to gross assets. - Trend in distribution rates. - Ability to access debt markets on favourable terms. Active liquidity management ensures healthy coverage of undrawn commitments ![img-19.jpeg](img-19.jpeg) 1 Refer to the Alternative Performance Measures section on page 133. 2 Relevant peer group comprised: CT Private Equity Trust, HarbourVest Global Private Equity, ICO Enterprise Trust and Patria Private Equity Trust. Data is based on latest published results as at 31 May 2026. 3 Outstanding commitments relating to funds outside their investment period (>13 years old), amounting to £30.1m as at 31 May 2026 (31 May 2025: £42.6m), were excluded from the calculation as the Manager considers the likelihood of future drawdowns to be low. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 48 --- # RISK MANAGEMENT AND FRAMEWORK ## Identify, evaluate and mitigate ### Risk approach and governance PIN is exposed to a variety of risks and uncertainties and the Board is ultimately responsible for the risk management of the Company. It seeks to achieve an appropriate balance between mitigating risk and generating long-term sustainable risk-adjusted returns for shareholders. Integrity, objectivity and accountability are embedded in the Company's approach to risk management. The risk governance framework is designed to identify, evaluate and mitigate the risks deemed by the Board as being of significant relevance to the Company's business model and to reflect its risk profile and risk appetite. The Board exercises oversight of the risk framework, through its Audit Committee, and has undertaken a robust assessment and review of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. ## Risk review process The Company is reliant on the risk management frameworks of the Manager and other key service providers. To evaluate the principal risks and uncertainties facing the Company, the Board, through delegation to the Audit Committee, reviews the risk register prepared by the Manager. Within the risk register, the Board believes the principal risks and uncertainties are those that could have a material impact on the Company's financial condition or carry a significant operational or reputational impact for the Company. The risk register is divided into several key risk categories, and emerging areas of risk are also identified. Underlying these risk categories are specific, identifiable risks. Each identifiable risk includes information on an assessment of the degree of risk, the controls exercised by the Board and those exercised by the Manager and service providers, and a review of any changes in the risk assessment or status in the period. ![img-20.jpeg](img-20.jpeg) ![img-21.jpeg](img-21.jpeg) ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 49 --- # RISK MANAGEMENT AND FRAMEWORK ## Risk categorisation The Audit Committee uses the following categorisation to describe risks that are identified during the risk review process. ### Emerging risks An emerging risk is one that may in future be likely to have a material impact on the performance of the Company and the achievement of our long-term objectives, but that is not yet considered to be a key risk and is subject to uncertainty as to nature, impact and timing. ### Key risks A key risk is considered currently to pose the risk of a material impact on the Company. Risks may be identified as emerging risks and subsequently become key risks. Identified key risks may cease to be considered key risks over time. ### Principal risks The Company's principal risks are individual risks, or a combination of risks, that could threaten the Company's business model, future performance, solvency or liquidity. These are detailed further on pages 51 to 53. ## Risk appetite The Board acknowledges and recognises that, in the normal course of business, the Company is exposed to risk and it is willing to accept a certain level of risk in managing the business to achieve its investment and strategic objectives. The Board's risk appetite framework provides a basis for the ongoing monitoring of risks and enables dialogue with respect to the Company's current and evolving risk profile, allowing strategic and financial decisions to be made on an informed basis. Where a risk is approaching or is outside the tolerance set, the Board will consider the appropriateness of actions being taken to manage the risk. The Board has a lower tolerance for financing risk, with the aim of ensuring that, even under a stress scenario, the Company is likely to meet its funding requirements and financial obligations. Similarly, the Board has a low risk tolerance concerning operational risks, including legal, tax and regulatory compliance and business process and continuity risk. ## Emerging risks The Board has considered and kept under review emerging risks. ### Sustainability and climate change While there is risk that the Company or the Manager fails to respond appropriately to the increasing global focus on sustainability issues, which could damage the reputation and standing of the Company and ultimately affect its investment performance, the transition to a low-carbon economy across the globe may also provide attractive investment opportunities. Pantheon has a responsible approach when making investments on behalf of PIN, and adherence to sustainability principles has been an integral part of Pantheon's investment processes for several years. ### Artificial Intelligence ("AI") – the Manager There is a risk that failure to successfully implement market leading AI tools within Pantheon's investment process could impact investment rates and long-term performance. Pantheon continues to evaluate opportunities to use AI within its business and assesses the potential risks and opportunities of AI as part of its investment due diligence process. ## Artificial Intelligence ("AI") – the Company There is a risk that the Company's underlying portfolio companies' market position could be challenged by competition from companies using AI more effectively. Where portfolio companies are slow to adopt AI relative to their peers, this could weaken their revenue growth, cost-efficiency and competitive positioning, with a consequential impact on valuations and returns to the Company; conversely, portfolio companies that embed AI effectively may benefit from improved margins and a stronger competitive position. ### Increased competition from alternative vehicle structures The Board is conscious of the evolution of the wider fund landscape, including the emergence of open-ended "evergreen" and other semi-liquid structures, alongside newer approaches shaped by technology such as blockchain integration and digital asset management. It remains early to say how far these alternatives may, over time, shape investor allocation decisions, but the Board sees this as a developing area worth watching, given its potential in due course to have some bearing on demand for the Company's shares, and in turn on the Company's ability to raise capital and on the rating and trading liquidity of its shares in the secondary market. Against this backdrop, the Board remains confident in the enduring strengths of the listed investment trust structure, in particular, its independent governance, permanent capital base, and the flexibility it gives shareholders to buy and sell shares as they choose, without exposure to the gating or liquidity constraints that can arise elsewhere. These qualities have served the structure well through many cycles. The Board will nonetheless continue to keep this evolving competitive landscape under review, so that the Company's proposition remains well positioned for shareholders over the long term. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 50 --- ## RISK MANAGEMENT AND PRINCIPAL RISKS PIN is exposed to a variety of risks and uncertainties. The Board, through delegation to the Audit Committee, has undertaken an exercise to identify, assess and manage the risk within the Company. The principal risks identified have been assessed based on residual likelihood and consequence. The disclosures in the risk report do not encompass an exhaustive list of risks and uncertainties faced by the Company. Instead, they serve as a concise summary of key risks actively reviewed by the Board, their mitigating controls and developments in the year. A summary of the risk management and internal control processes can be found in the Statement on Corporate Governance on pages 70 to 79. An assessment of principal risks is below. | Type and description of risk | Potential impact | Risk mitigation | Outcome for the year | | --- | --- | --- | --- | | **Investment availability and NAV performance** The Manager is responsible for selecting the investments in the Company's portfolio, and the performance of the Company is closely linked to the origination, selection and portfolio management capabilities of both the Manager and the underlying third-party managers. A lack of suitable investment opportunities that align with the Company's strategic objectives could adversely impact investment performance. | - NAV performance that fails to keep pace with benchmark or industry averages could result in a decline in the Company's share price and may contribute to a widening of the discount to NAV. This risk may be heightened by changes in the Company's risk profile arising from exposures to managers, funds or companies that are materially different from its intended investment strategy. | - Pantheon has a long track record of investing alongside private equity managers who have experience of navigating economic cycles. Diversification by geography, stage, vintage and sector helps to mitigate the effect of public market movements on the Company's investment performance. - Pantheon has put in place a dedicated investment management process designed to achieve the intended investment strategy agreed with the Board. - The Board regularly reviews investment and financial reports produced by the Manager to monitor the Manager's investment processes and resultant performance. | **Stable during the year** - PIN's performance strengthened over the year, with NAV per share increasing by 4.3% to 517.9p, driven by valuation gains, favourable foreign exchange movements, investment income and the accretive impact of share buybacks (2.2%, or 11.1p, from £118.4m invested in share buybacks in the year). The Company made 16 new investments, committing almost £170m across funds, Co-investments and Secondaries during the year. - PIN continued to refine its portfolio construction, refocusing on a smaller group of c.25 core managers (down from c.90 previously) following a strategic review, while maintaining diversification by vintage year, geography and stage. | | **Macroeconomic and geopolitical risk** Macroeconomic factors such as inflation, interest rates and equity market performance can affect portfolio investment returns. In addition, geopolitical factors – including the ongoing conflicts in Ukraine and the Middle East – continue to contribute to global economic uncertainty, which may impact the Company's investments. | - General economic conditions can significantly influence underlying fund and company valuations, exit opportunities and the availability of credit. - Worsening economic environment can result in higher risk of market volatility, price shocks or a substantial market correction. - Additionally, evolving geopolitical risks – including ongoing or escalating conflicts, supply chain disruptions, sanctions, legislative changes and investment restrictions – have the potential to affect global economies over the medium to long term. These developments may influence energy prices, interest rates and the performance of specific companies within the Company's portfolio, and may also disrupt long-term investment planning and capital allocation. | - As part of its investment due diligence process, Pantheon assesses the approach of its underlying managers to company illiquidity and macroeconomic factors as well as projected exit outcomes, taking currency denominations into account. The assessment of geopolitical risk is also embedded in the investment process. - The Board and Pantheon continuously monitor geopolitical developments and societal issues relevant to its business. - The portfolio is diversified across multiple countries and sectors to reduce the impact of market and macroeconomic factors. | **Rising during the year** - Geopolitical volatility persisted through the year, marked by the war in the Middle East, continued trade tensions and fiscal deterioration across major economies. Public markets were also shaken by concerns around the disruptive impact of AI on software companies. Increasing clarity on tariffs during the year contributed to a pickup in private equity deal volumes, with the industry recording its second-highest year for deal volumes on record, albeit driven mainly by large transactions. - Underlying portfolio revenue growth for PIN's Direct portfolio was +10% and EBITDA growth was +11% in the reporting period (FY2025: +11% and +16% respectively). For further information on methodology, refer to the Alternative Performance Measures on page 135. - The annualised distribution rate rose to 16% (31 May 2025: 12%), and the annualised call rate rose to 26% (31 May 2025: 20%), reflecting an improving distribution environment following a prolonged period of subdued exit activity. - PIN's exposure to high-risk countries^{1} remains minimal and is concentrated in indirect, fund-level positions rather than direct investments. The Manager continues to monitor country-level risk as part of its ongoing due diligence and portfolio construction process, and no material change in exposure occurred during the year. | 1 High risk countries include risky and very risky countries according to the Bloomberg country risk score and include Argentina, Brazil, Colombia, Kazakhstan, Mexico, Nigeria, Panama, the Philippines, South Africa, Turkey and Vietnam. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 51 --- ## RISK MANAGEMENT AND PRINCIPAL RISKS | Type and description of risk | Potential impact | Risk mitigation | Outcome for the year | | --- | --- | --- | --- | | **FX asset risk** The portfolio is geographically diversified and, as a result, a significant majority of PIN's investments are now denominated in US dollars, euros and other non-sterling currencies. | - Exposure to market and currency fluctuations, particularly unhedged foreign exchange movements, may impact investment returns. | - Pantheon monitors underlying foreign currency exposure and, together with the Board, reviews hedging strategies available to the Company. The multi-currency credit facility provides a natural hedge for currency fluctuations. The Company does not currently hedge against foreign currency fluctuations due to the difficulty of predicting the timing and quantum of non-GBP cash flows. | **Stable during the year** - The Directors reviewed the Company's approach to foreign exchange risk during the year and concluded that no change was required. Unlike the prior year, foreign exchange movements had a modestly positive impact on NAV performance, contributing +0.7% to NAV per share growth, reflecting favourable movements in the US dollar relative to sterling, the currency to which PIN's largely unhedged portfolio has its greatest exposure. | | **Market discount for listed private equity trusts** Listed private equity trusts shares often trade at discounts to their underlying NAVs. Discounts can fluctuate, leading to volatile returns for investors. | - Market sentiment on the listed private equity sector can affect the Company's share price and widen the discount relative to NAV, causing shareholder dissatisfaction. | - Regular review of the level of discount or premium relative to the sector. - Consideration of ways in which share price performance may be enhanced, including the effectiveness of marketing and use of share buybacks. - The Board regularly discusses the shareholder register with the Manager to monitor buying/selling activity and to identify potential new investors. - Pantheon and the Company's brokers are in regular contact with existing shareholders and prospective new investors. | **Falling during the year** - The discount at which PIN's shares traded relative to NAV narrowed significantly to 21% at year-end (31 May 2025: 40%), against a backdrop of improving sentiment towards listed private equity generally; the peer group median discount also narrowed to 30% (31 May 2025: 33%). - The Company invested £118.4m in share buybacks during the financial year to 31 May 2026, contributing a 2.2% (11.1p) accretion to NAV per share. - PIN's share buyback programme was further enhanced during the period. The Distribution Pool, established in October 2025, was increased by a £180m commitment from the portfolio sale, taking total share buybacks since May 2022 to almost £580m. | | **Vehicle financing and liquidity management** Availability, level and cost of credit for the Company. Insufficient liquid resources to meet outstanding commitments to private equity funds. | - The Company has outstanding commitments that may be drawn down at any time in excess of total liquidity to private equity funds. The ability to fund this difference is dependent on receiving cash proceeds from investments (the timing of which is unpredictable) and the availability of financing facilities. A lack of vehicle financing could potentially impact performance and liquidity, especially in the event of a market downturn. | - PIN's approach to liquidity and balance sheet management is underpinned by a robust framework of oversight and discipline. The Company's Articles of Association and Investment Policy impose clear limits on the amount of gearing permitted, and the principal covenants of the loan facility – including loan-to-value and liquidity ratios – are reviewed periodically to ensure ongoing compliance. - The Board conducts regular reviews of the balance sheet and long-term cash flow projections, including stress testing against downside scenarios such as significant declines in NAV, adverse shifts in call and distribution rates, and reduced market liquidity. - PIN benefits from a cash-generative portfolio and, if cash balances or distributions prove insufficient to meet capital calls, the Company has access to a credit facility to provide additional flexibility. Pantheon actively manages the portfolio to ensure that undrawn commitments remain at prudent levels relative to portfolio assets and available financing, and the Board monitors cash flow forecasts under a range of conditions to safeguard the Company's ability to meet its obligations. | **Stable during the year** - Cash flow forecasts under normal and stress conditions were reviewed with the Board, and downside scenario modelling continues to indicate sufficient available financing to meet investment commitments. - Company-level leverage was 9.2% as at 31 May 2026 (31 May 2025: 8.7%), remaining below the Board's 10% threshold under normal market conditions and below the peer group average of 9.8%. - Total available financing stood at £311m as at 31 May 2026 (31 May 2025: £310m), comprising £25m in net available cash and £286m in undrawn bank facilities. The ratio of total available financing plus the private equity portfolio to outstanding commitments improved to 4.5x (31 May 2025: 4.2x). Refer to Alternative Performance Measures on page 133 for calculation. - The Company has access to a £400m equivalent credit facility that was extended for one year, with a maturity in October 2029, with a reduced margin of 2.65% (2025: 2.95%) and a commitment fee of 0.65% (2025: 0.80%). | Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 52 --- DIRECTORS' DUTIES AND STAKEHOLDER ENGAGEMENT # PRINCIPAL DECISIONS TAKEN DURING THE YEAR Strategy Evolution – Enhanced Investment Focus Long-term impact Over its history since 1987, the Company has maintained a disciplined approach to private equity investing, actively managing capital and investing through market cycles rather than reacting to short-term conditions. This approach has underpinned an annualised NAV return of 11.4% as at 31 May 2026, and it continues to inform the Board's approach to strategy: by building on a proven long-term framework rather than departing from it, the Company is well placed to keep delivering attractive, consistent returns for shareholders in the years ahead. Stakeholder considerations and engagement During the year, the Board and the Manager completed a detailed strategy and portfolio review in response to the ongoing evolution of the private equity management and the persistent discount to NAV at which the Company was trading. The review resulted in several measures intended to support future performance and enhance outcomes for shareholders. This included adopting a more active approach to capital management and focusing PIN on a more concentrated group of high-conviction managers. The Board remains focused on serving shareholders' interests and continues to welcome engagement on this and other matters of interest to them. Drawing on the Manager's platform and long-established relationship network, the Company is well-positioned to implement this strategy. The market has changed markedly over the past three years, and the Board believes a more concentrated approach – targeting managers with strong value-creation track records, operational expertise, differentiated origination capabilities and deep sector knowledge – offers the best prospect of future outperformance. Since 30 November 2025, the number of underlying managers has been reduced by 32%, to approximately 62. This is discussed in more detail on page 5. Reduced Management Fee Long-term impact During the year, the PIN Board agreed a new management fee arrangement with the Manager following a rigorous peer-group benchmarking exercise and detailed negotiations. The revised structure is simpler, more streamlined and cost competitive, reducing the Company's cost base. Stakeholder considerations and engagement Working closely with the Manager, the Board approved a simplification of the Group's management arrangements and reduced fees. These changes are expected to deliver material annual cost savings and better align the interests of shareholders, PIN and the Manager. Recognising that cost competitiveness is important to shareholders, the Board renegotiated the management fee agreement to ensure that the services provided to PIN, and the associated costs, remain fair and competitive against relevant benchmarks. Under the new agreement, Manager costs will reduce significantly. From 1 June 2026, the management fee will be calculated monthly at 1% of NAV. On a comparable basis to FY2025, these changes would reduce the management fee by 19%, equivalent to £5.3m. Further information on management arrangements can be found on pages 15 to 28. Asset sales, share buyback commitment and continued investment in select opportunities Long-term impact Periodic asset disposals support portfolio management by rotating capital from assets with limited upside into new investments and providing liquidity for share buybacks. The Board and the Manager believe that balancing new investments with buybacks, rather than pursuing either in isolation, is important to building long-term shareholder value, and this will be best achieved through selective exposure to a diversified portfolio of private companies with a balance of funds and direct investments. Stakeholder considerations and engagement In May 2026, the Board announced the sale of fund positions for £224m, an important step in implementing the strategy refocus and improving shareholder returns. The sale is intended to accelerate PIN's transition to a portfolio of around 25 core General Partners. Alongside continued investment in selected new opportunities, the Board committed to return at least 80% of the proceeds, approximately £180m, to shareholders through buybacks. Once completed, this additional commitment is expected to take total returns to shareholders since FY2022 to more than c.£580m. PIN recognises that many shareholders invest for long-term value creation and do not support a buyback-only approach, even where they support buybacks as part of the capital allocation mix. The Company will continue to engage with shareholders on the most appropriate mechanism for future capital returns. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 58 --- ## VIABILITY STATEMENT Pursuant to Provision 31 of the UK Corporate Governance Code 2024, and the AIC Corporate Governance Code, the Board has assessed the viability of the Company over a three-year period from 31 May 2026. It has chosen this period as it falls within the Board's strategic planning horizon. The Company invests in a portfolio of private equity assets that is diversified by geography, sector, stage, manager and vintage; it does so via both fund investments and by co-investing directly into companies alongside selected private equity managers. The Company ensures that it invests in a portfolio that is diversified by vintage to maintain a portfolio maturity that is naturally cash generative in any particular year. The Company seeks to maximise long-term capital growth by investing in selected private equity managers. As an investment trust, the Company's permanent capital structure is well suited to investing in private equity, a long-term asset class. The Company's Manager has a long-standing culture that emphasises collaboration and accountability, facilitating open dialogue with underlying private equity managers that help the Company to anticipate market conditions and maintain a prudent approach to balance sheet management. The resilience of the Company, positioning of the portfolio and durability of the private equity market are detailed on pages 15 to 34. In making this statement, the Directors have reviewed the reports of the Manager in relation to the resilience of the Company, taking account of its current position and the principal risks facing it in a downside case scenario. This scenario considers the potential further impact of ongoing international conflicts, which have brought about increased geopolitical uncertainty, including: disruption to the global supply chain; increases in the cost of living, inflation and interest rates as a result; and the impact of climate change on the Company's portfolio. The assessment also considers the effectiveness of any mitigating actions, the Company's risk appetite, and the impact of the Company's capital allocation policy in regard to share buybacks. As part of the assessment, this also included a combined reverse stress test that analyses the factors that would have to occur simultaneously for the Company to be forced into a wind-down scenario, where the Company's business model would no longer remain viable. These circumstances include a significant peak in outstanding commitments called within a 12-month period, combined with a significant decline in portfolio valuations and distributions. Overall, the circumstances required to trigger a wind-down scenario are sufficiently improbable that the risk to the Company's viability and medium-term resilience is low. Commitments to new funds are controlled relative to the Company's assets, and the Company's available liquid financial resources are managed to maintain a reasonable expectation of being able to finance the calls that arise from such commitments out of internally generated cash flow. The Company has in place a revolving credit facility to ensure that it is able to finance such calls in the event that distributions received from investments in the period are insufficient to finance calls. The Board reviews the Company's financing arrangements at least quarterly to ensure that the Company is in a strong position to finance all outstanding commitments on existing investments as well as being able to finance new investments. In reviewing the Company's viability, the Board has considered the Company's position with reference to its investment trust structure, its business model, its business objectives, the principal risks and uncertainties, as detailed on pages 51 to 53 of this report, and its present and expected financial position. In addition, the Board has also considered the Company's prudent approach to balance sheet management, which allows it to take advantage of significant investment opportunities, and the appropriateness of the Company's current investment objectives in the prevailing investment market and environment. The Board regularly reviews the prospects for the Company's portfolio and the opportunities for new investment under a range of potential scenarios to ensure it can expect to be able to continue to finance its activities for the medium term. Based on its review, the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period ending on 31 May 2029. On behalf of the Board **Tony Morgan** Chair 3 August 2026 ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 59 --- # GOVERNANCE | Board of Directors | 61 | | --- | --- | | Directors' Report | 64 | | Statement on Corporate Governance | 70 | | Audit Committee Report | 80 | | Directors' Remuneration Report | 84 | | Directors' Responsibility Statement | 89 | | Independent Auditor's Report | 90 | ![img-22.jpeg](img-22.jpeg) ![img-23.jpeg](img-23.jpeg) Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 60 --- ## BOARD OF DIRECTORS Key - Member of the Audit Committee - Member of the Management Engagement Committee - Member of the Nomination Committee - Member of the Finance Sub-Committee - Independent of the Manager ![img-24.jpeg](img-24.jpeg) ### Anthony (Tony) Morgan Chair #### Date of appointment 3 January 2025 #### External Appointments Mr Morgan is Chair of Private Equity at Bridges Fund Management Ltd. #### Experience and Contribution Mr Morgan is an experienced investment and private equity professional with 30 years of executive experience. He has held senior investment roles at a range of financial institutions, including Chief Investment Officer at British International Investment Plc (formerly CDC Group plc), and private equity firms Onex Corporation and Permira. He was also Managing Director, Private Equity, at the Canada Pension Plan Investment Board (CPPIB) in Toronto, where he oversaw a large portfolio of private equity investments. #### Last elected to the Board 2025 #### Annual Remuneration £91,100 #### Shareholding in Company 65,000 ![img-25.jpeg](img-25.jpeg) ### Mary Ann Sieghart Senior Independent Director #### Date of appointment 30 October 2019 #### External Appointments Ms Sieghart is a Non-Executive Director of the Guardian Media Group and a Trustee of the Esmée Fairbairn Foundation. #### Experience and Contribution Ms Sieghart was formerly a Non-Executive Director of The Merchants Trust Plc and the Henderson Smaller Companies Investment Trust Plc, and until 2022 was the Chair of the Investment Committee of the Scott Trust, overseeing its £1.2bn endowment. Ms Sieghart is also a consultant, broadcaster and author of *The Authority Gap: Why Women Are Still Taken Less Seriously Than Men*, and *What We Can Do About It*. She is Founding Partner of The Authority Gap Consultancy. She was formerly Assistant Editor of *The Times*, a Lex columnist at the *Financial Times* and *City Editor of Today*. She is a Visiting Professor of King's Business School and also spent the academic year 2018–19 as a Visiting Fellow of All Souls College, Oxford. #### Last elected to the Board 2025 #### Annual Remuneration £54,400 #### Shareholding in Company 47,250 ![img-26.jpeg](img-26.jpeg) ### Zoe Clements Audit Committee Chair #### Date of appointment 5 July 2023 #### External Appointments Ms Clements is a Non-Executive Director of JPMorgan Emerging Markets Growth & Income plc and Senior plc and a Non-Executive Adviser to Travers Smith LLP. She is also a Trustee of the Money and Mental Health Policy Institute and a Board Member of the Audit Committee Chairs' Independent Forum. #### Experience and Contribution Ms Clements is an investment, private equity and finance professional with over 15 years of board experience, and over 25 years of executive experience, notably in a private equity context at leading firms including Palatine Private Equity, Electra Partners, LGV Capital and Royal Bank of Scotland. Ms Clements has previously sat on a range of consumer, retail, leisure, healthcare and professional services boards as a Non-Executive Director. She qualified as a Chartered Accountant with PwC. #### Last elected to the Board 2025 #### Annual Remuneration £63,600 #### Shareholding in Company 22,143 Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 61 --- ## BOARD OF DIRECTORS Key - Member of the Audit Committee - Member of the Management Engagement Committee - Member of the Nomination Committee - Member of the Finance Sub-Committee - Independent of the Manager ![img-27.jpeg](img-27.jpeg) Tim Farazmand Non-Executive Director Date of appointment 3 January 2025 External Appointments Mr Farazmand is currently a Director of Baronsmead Second Venture Trust plc and sits on several investment advisory boards. Experience and Contribution Mr Farazmand is a seasoned investment and private equity professional with over 34 years of executive experience, including senior investment roles at Lloyds TSB Development Capital, Royal Bank Private Equity and 3i PLC, and a subsequent nine years of non-executive board experience. He has previously sat on a range of consumer, trade association and B2B businesses boards as Non-Executive Director and was the Chair of the British Private Equity and Venture Capital Association (BVCA) in 2014-2015. Last elected to the Board 2025 Annual Remuneration £48,500 Shareholding in Company 24,750 ![img-28.jpeg](img-28.jpeg) Candida Morley Non-Executive Director Date of appointment 31 January 2025 External Appointments During the financial year, Ms Morley was the Senior Independent Director of the Scottish National Investment Bank Plc. Experience and Contribution Ms Morley is a seasoned private equity, strategy and operations professional with over 30 years of executive experience. This included senior roles at private equity firms HgCapital and LDC, as well as earlier experience at 3i Plc and in strategy at a FTSE 250 Plc. She also has an extensive track record at senior board level, having worked as part of around 20 boards to promote shared strategic direction and focused value creation, and has represented the British Private Equity & Venture Capital Association (BVCA) as part of the Wates Corporate Governance Principles framework. Until November 2024, she was a Director of UK Government Investments (UKGI). Last elected to the Board 2025 Annual Remuneration £48,500 Shareholding in Company 23,999 ![img-29.jpeg](img-29.jpeg) Dame Susan (Sue) Owen Non-Executive Director Date of appointment 31 October 2019 External Appointments Dame Sue Owen chairs the UK Debt Management Office Advisory Board and is Non-Executive Director at Serco Plc, Pool Re and DAF NV Supervisory Board. She sits on the RAC Club Board and is an ad hoc adviser at Flint Global; in a pro bono role she chairs the Royal Ballet Governors. Experience and Contribution Dame Sue Owen is an economist with 30 years' experience in government, including 14 years at the Treasury. She led the Department for Digital, Culture, Media and Sport 2013-2019, having also worked in the British Embassy in Washington DC, Number 10 and the Department for International Development, and as Strategy Director General in the Department for Work and Pensions, overseeing a £200bn budget. Dame Sue Owen has considerable experience of governance, having advised ministers on board and chair appointments of 45 arm's-length bodies. She chaired the Civil Service Charity and was Civil Service Diversity Champion. Last elected to the Board 2025 Annual Remuneration £48,500 Shareholding in Company 22,500 Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 62 --- ## BOARD OF DIRECTORS Key - Member of the Audit Committee - Member of the Management Engagement Committee - Member of the Nomination Committee - Member of the Finance Sub-Committee - Independent of the Manager ![img-30.jpeg](img-30.jpeg) Rahul Welde Non-Executive Director Date of appointment 25 July 2023 External Appointments Mr Welde is Chair of the Advisory Board of Migrant Leaders, a UK Charity. He also serves in an advisory capacity to corporations and technology-led companies, including those at the start-up and scale-up stages. He was a Non-Executive Director of Entain Plc during the year under review until 31 July 2026. Experience and Contribution Mr Welde is a marketing and digital expert. He spent almost 31 years at Unilever in several senior, international roles including in his last executive role leading digital transformation globally. Last elected to the Board 2025 Annual Remuneration £48,500 Shareholding in Company 67,293 Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 63 --- # DIRECTORS' REPORT ![img-31.jpeg](img-31.jpeg) “ The Directors are pleased to present their report, together with the audited Financial Statements of the Company, for the year ended 31 May 2026. Tony Morgan Chair Some of the matters required to be included in the Directors' Report have instead been included in the Strategic Report, as the Board considers them to be of strategic importance. Therefore, a review of the business of the Company and recent events and outlook can be found on pages 3 to 7 and information on our sustainability reporting can be found on page 24. Important events affecting the Company and that occurred after 31 May 2026 are included in Note 26 to the Financial Statements. The Company's Statement on Corporate Governance, which forms part of this Directors' Report, is set out on pages 70 to 79. # Directors The names and full biographies of the Directors, as at the date of this report, can be found on pages 61 to 63. Mr John Burgess and Mr John Singer retired as Directors during the year, with effect from 15 October 2025 and 31 December 2025 respectively. All other Directors served throughout the year. As at 31 May 2026 and the date of this report, the Board of Directors of the Company comprised three male Directors and four female Directors. All Directors will retire and stand for election or re-election at the Company's Annual General Meeting ("AGM") on 14 October 2026. Further details regarding the selection and appointment of Directors, including the Company's position on diversity, can be found in the Statement on Corporate Governance on pages 70 to 79. Board gender distribution ![img-32.jpeg](img-32.jpeg) There are no agreements between the Company and its Directors concerning any compensation for their loss of office. The rules concerning the appointment and replacement of Directors are set out in the Company's Articles of Association. Any amendments to the Articles of Association must be made by special resolution at a general meeting of the shareholders. The Board consists solely of Non-Executive Directors, and no one individual has unfettered powers of decision. The Board has put in place levels of corporate governance which it believes are appropriate for an investment trust and to enable the Company to comply with the AIC Code of Corporate Governance ("the AIC Code") published in August 2024. The Board's compliance with the AIC Code is detailed in the Statement on Corporate Governance. ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 64 --- ## DIRECTORS' REPORT ### Share capital The rights attaching to the Company's shares are set out in the Company's Articles of Association. Each holder of ordinary shares is entitled, on a show of hands, to one vote and, on a poll, to one vote for each ordinary share held. Authorities given to the Directors at the AGM on 15 October 2025 to allot shares, disapply statutory pre-emption rights and buy back shares will expire at the forthcoming AGM. In order to take advantage of the investment opportunity offered by the discount to net asset value ("NAV") on the shares, during the year to 31 May 2026, 32,664,320 shares, representing 7.3% of the called-up share capital and a nominal value of £2,188,509.44, were bought back for an aggregate amount of £118,409,122.29 (excluding costs and stamp duty) and subsequently cancelled. As at 31 May 2026, authority to buy back a further 43,794,121 shares remained. The Company's ordinary shares are freely transferable. However, the Directors may refuse to register a transfer of shares held in certificated form which are not fully paid unless the instrument of transfer is (i) lodged, duly stamped at the Company's registered office, accompanied by the relevant share certificate(s) and such other evidence (if any) as the Directors may reasonably require to show the right of the transferor to make the transfer; and (ii) not in favour of more than four persons jointly. The Directors may decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertified Securities Regulations 2001 and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. If the Directors decline to register a transfer, they are required to send notice of the refusal to the transferee within two months, giving reasons for their decision. Unless the Directors determine otherwise, a holder of ordinary shares will cease to be entitled to attend or vote at general meetings of the Company or on any poll if he/she fails to comply with a request by the Company to provide details of any interest held by any person in his/her ordinary shares within 14 days of the request being made. Additionally, if the shares represent at least 0.25%, any dividends payable in respect of the shares will be withheld by the Company and no transfers of any of the shares held in certified form will be registered unless the shareholder is not him/herself in default as regards supplying the information required (and the Directors are satisfied that no person in default as regards supplying such information is interested in any of the shares that are the subject of the transfer) or unless the transfer arises as a result of the acceptance of a takeover offer or a sale made through a recognised investment exchange (or any other stock exchange outside the UK on which the Company's shares are normally traded) or is a transfer which the Directors are satisfied is made in consequence of a sale of the entire beneficial interest in the shares to a person who is unconnected with the shareholder and with any other person appearing interested in the shares. The Company's Articles of Association contain additional provisions enabling the Directors to take certain steps where ordinary shares are or may be owned, or rights attaching to such shares may be exercised, by persons in circumstances which the Directors determine would give rise to a regulatory burden under certain US securities, investment and pension laws and regulations. Save as described above, there are no restrictions concerning the transfer of securities in the Company or on voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; and no agreements which the Company is party to that might affect its control following a successful takeover bid. The giving of authority to issue or buy back the Company's shares requires an appropriate resolution to be passed by shareholders. Proposals for the renewal of the Board's current authorities to issue and buy back shares will be set out in the separate 2026 Notice of AGM. As at 31 May 2026, the Company had shares in issue as shown in the table below, all of which were listed on the official list maintained by the Financial Conduct Authority ("FCA") and admitted to trading on the London Stock Exchange. No shares were held in Treasury at the year end or as at the date of this report. The number of shares in issue and the voting rights as at the date of this report are 392,093,764. 32,664,320 shares bought back during the year, representing 7.3% of the called-up share capital 114,773,053 Shares bought back since start of Strategic review (covering the financial years ended 31 May 2024 to 31 May 2026) ### Share capital and voting rights | | As at the date of this report | As at 31 May 2026 | As at 31 May 2025 | | --- | --- | --- | --- | | Number of ordinary shares of 6.7p each in issue | 392,093,764 | 415,120,404 | 447,784,724 | | Voting rights attached to each share | 1 | 1 | 1 | | Number of shares held in Treasury | – | – | – | | Total voting rights | 392,093,764 | 415,120,404 | 447,784,724 | Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 65 --- # DIRECTORS' REPORT ## Dividends No final dividend is being recommended. ## Investment trust status The Company has received written approval from HM Revenue & Customs ("HMRC") as an authorised investment trust under Section 1158 of the Corporation Tax Act 2010. The Directors are of the opinion that the Company has conducted its affairs in compliance with such approval and intends to continue doing so. ## Financial risk management The principal financial risks and the Company's policies for managing these risks are set out in Note 24 to the Financial Statements on pages 123 to 127. ## Management The Company entered into a Management Agreement with the Company's Manager, Pantheon Ventures (UK) ("Pantheon Ventures"), on 22 July 2014, under which Pantheon Ventures was appointed as the Company's Alternative Investment Fund Manager ("AIFM") on the terms of and subject to the conditions of a new investment Management Agreement ("the Management Agreement") between the Company and Pantheon Ventures. Pantheon Ventures, which is part of the Pantheon Group, has been approved as an AIFM by the FCA. The Pantheon Group is one of the world's foremost private equity fund investors and has acted as Manager to the Company since the Company's inception in 1987. Under the terms of the Management Agreement, Pantheon Ventures has been appointed as the sole and exclusive discretionary manager of all the assets of the Company and to provide certain additional services in connection with the management and administration of the Company's affairs, including monitoring the performance of, and giving instructions on behalf of the Company to, other service providers to the Company. The Company entered into a Supplemental Agreement with Pantheon Ventures on 18 April 2017 to align the Management Agreement with the change to the Company's accounting reference date from 30 June to 31 May of each year. In February 2026, the Board agreed a reduced management fee arrangement with Pantheon. This followed a rigorous benchmarking exercise against PIN's peer group and negotiations with Pantheon. The Board believes that the new structure is simpler, more streamlined and cost competitive. From 1 June 2026, the start of PIN's next financial year, the monthly management fee will be calculated at a flat rate of 1% of the Company's net asset value ("NAV") and there will be no fee payable on undrawn commitments. By way of illustration, had the new arrangement been in place during the Company's financial year to 31 May 2026, these changes would have resulted in a 19% (or £5.3m) reduction in the management fee payable. The performance fee element of the existing management fee arrangement remains unchanged, as set out below. ## Arrangements for the financial year to 31 May 2026 For the year under review, the Manager was entitled to a monthly management fee at an annual rate of: - (i) 1.5% on the value of the Company's investment assets up to £150m; and - (ii) 1% on the value of such assets in excess of £150m. In addition, the Manager was entitled to a monthly commitment fee of 0.5% per annum on the aggregate amount committed (but unpaid) in respect of investments, up to a maximum amount equal to the total value of the Company's investment assets. The Manager was entitled to a performance fee from the Company in respect of each 12-month calendar period. No performance fee is payable in respect of the year ended 31 May 2026 (period ended 31 May 2025: £nil). Further detail as to how the performance fee is calculated is set out below. The performance fee payable in respect of each such calculation period is 5% of the amount by which the net asset value at the end of such a period exceeds 110% of the applicable "high-water mark", i.e., the net asset value at the end of the previous calculation period in respect of which a performance fee was payable, compounded annually at 10% for each subsequent completed calculation period up to the start of the calculation period for which the fee is being calculated. For the calculation year ended 31 May 2026, the notional performance fee hurdle is a net asset value per share of 763.1p. The performance fee is calculated so as to ignore the effect on performance of any performance fee payable in respect of the period for which the fee is being calculated or of any increase or decrease in the net assets of the Company resulting from any issue, redemption or purchase of any shares or other securities, the sale of any treasury shares or the issue or cancellation of any subscription or conversion rights for any shares or other securities and any other reduction in the Company's share capital or any distribution to shareholders. The value of investments in, and outstanding commitments to, investment funds managed or advised by the Pantheon Group ("Pantheon Funds") is excluded in calculating the monthly management fee and the commitment fee at the Company level. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 66 --- ## DIRECTORS' REPORT The Manager has agreed that the total fees (including performance fees) payable by PIN through the Company's investments at the underlying Pantheon Fund level shall be less than the total fees (excluding the performance fee) that the Company would have been charged under the Management Agreement had it invested directly in all of the underlying investments of the relevant Pantheon Funds instead of through the relevant Pantheon Funds. The Management Agreement is capable of being terminated (without penalty to the Company) by either party giving two years' notice in writing. It is capable of being terminated by the Company (without penalty to the Company) immediately if, among other things, the Manager materially breaches its obligations (and cannot or does not remedy the breach) or goes into liquidation, and on six months' notice if there is a change of control of the Manager or if certain "key man" provisions are triggered. The Manager has the benefit of an indemnity from the Company in respect of liabilities arising out of the proper performance by the Manager of its duties and compliance with instructions given to it by the Board and an exclusion of liability save to the extent of any negligence, fraud, wilful default or breach of duty. Pantheon Ventures sources, evaluates and manages investments on the Company's behalf, allocating investments to the Company, in accordance with Pantheon's investment allocation policy, that are in line with the strategy agreed with the Board and the Company's investment objective and policy. Under the terms of the Management Agreement, the Company is entitled to participate in allocations made by the Pantheon Group under its secondary investment programme, in accordance with the allocation basis agreed from time to time between the Company and the Manager. An alternative basis for the allocation to the Company of secondary investment opportunities may be applied by Pantheon in the context of Pantheon Global Secondaries Fund VII and successor funds. In the event of Pantheon and the Company being unable to agree any such alternative allocation basis, Pantheon will cease to be entitled to any performance fee for calculation periods following that in which the alternative allocation basis takes effect and the Company will be entitled to terminate the Management Agreement (without penalty to the Company) on six months' notice. ### Continuing appointment of the Manager The Board keeps the performance of the Manager under continual review, and the Management Engagement Committee carries out an annual review of the Manager's performance and also considers the terms of the Management Agreement. The ongoing review of the Manager includes activities and performance over the course of the year and review against the Company's peers. The Board is of the opinion that it is in the interests of shareholders as a whole to continue the appointment. The reasons for this view are that the investment performance is satisfactory and the Manager is well placed to continue to manage the assets of the Company according to the Company's strategy. Further details of the Board's engagement with the Manager are set out on page 72. ### Other service providers Administrative, accounting and company secretarial services are provided by Waystone Administration Solutions (UK) Limited. The Administration Agreement may be terminated with 12 months' written notice. The Board has also appointed BNP Paribas Trust Corporation UK Limited to act as the Company's Depository (as required by the AIFM Directive) (the "Depository") subject to the terms and conditions of a Depository Agreement, as updated in 2022 by a Deed of Novation and Amendment, entered into between the Company, the AIFM and the Depository. BNP Paribas Trust Corporation UK Limited has also been appointed as Custodian. Full details of the Board's engagement with service providers are set out on page 57. ### Related party transactions Related party transactions are disclosed in Note 25 to the Financial Statements. ### Going concern The Company's business activities, together with the factors likely to affect its future development, performance and financial position, are set out in the Strategic Report and Manager's Review. The Directors have made an assessment of going concern, taking into account the Company's current performance and financial position as at 31 May 2026. In addition, the Directors have assessed the outlook using the information available as at the date of issue of these financial statements, which considers the potential further impact of diverging monetary policies and ongoing international conflicts which have brought about increased geopolitical uncertainties. Furthermore, the combination of above-target inflation rates, tariffs and the rapid growth of generative AI, which has recently driven notable volatility in the technology sector amid concerns over its economic impact, may weigh on the pace of economic growth. The Directors have also considered the Company's position with reference to its investment trust structure, its business model, its business objectives, the principal risks and uncertainties as detailed on pages 51 to 53 of this report and its present and projected financial position. The Directors have considered the The Directors have made an assessment of going concern, taking into account the Company's current performance and financial position as at 31 May 2026. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 67 --- ## DIRECTORS' REPORT impact of the Company's Capital Allocation Policy in regard to share buybacks. As part of the overall assessment, the Directors have considered the Manager's culture, which emphasises collaboration and accountability, the Manager's prudent approach to balance sheet management and its emphasis on investing with underlying private equity managers that are focused on market outperformance. The Directors review the Company's latest management accounts, commitments to private equity investments and other financial information, against the Company's financial resources, including cash held and its borrowing capability. One-year cash flow scenarios are also presented and discussed on a regular basis. PIN's balance sheet is managed to ensure that the Company can finance its undrawn commitments, which are carefully controlled relative to its assets and available liquidity. This disciplined approach enables the Company to withstand periods of volatility, such as those experienced as a result of the ongoing international conflicts. The Directors have considered downside liquidity modelling scenarios with varying degrees of decline in investment valuations, decreased investment distributions and increased call rates, with the worst being an extreme downside scenario representing a severe adverse impact to the portfolio. In the event of a downside scenario, PIN can take steps to limit or mitigate the impact on the balance sheet, namely drawing on the credit facility and pausing new commitments. In addition, subject to the prevailing market environment, the Company could raise additional credit or capital and sell assets to increase liquidity and reduce outstanding commitments. After due consideration of the balance sheet, activities of the Company, and its assets, liabilities, commitments and financial resources, the Directors have concluded “The Directors have considered the Manager's culture, which emphasises collaboration and accountability, the Manager's prudent approach to balance sheet management and its emphasis on investing with underlying private equity managers that are focused on market outperformance.” ### Shareholdings As at 31 May 2026, the Company's 10 largest shareholders were: | Name | Shareholding^{1} | % of total voting rights | | --- | --- | --- | | Rathbones | 34,563,558 | 8.21 | | Saba Capital Management | 21,819,603 | 5.19 | | Schroder Investment Management | 15,678,185 | 3.73 | | Interactive Investor | 15,432,746 | 3.67 | | Quilter Cheviot Investment Management | 15,002,356 | 3.57 | | Suffolk CC PF | 13,850,000 | 3.29 | | Hargreaves Lansdown, stockbrokers | 12,792,846 | 3.04 | | Bank of New York | 11,591,807 | 2.76 | | Blackrock | 10,344,824 | 2.46 | | Evelyn Partners | 9,780,128 | 2.32 | $^{1}$ This figure is based on share register analysis carried out for the Company, which may not align with the notified holding as set out below, as is the case for Saba Capital Management, part of whose holding is held through a Total Return Swap (a financial derivative contract where one party (the "receiver") gets the total economic performance of a reference asset without actually owning it). ### Major interests in shares As at 31 May 2026, the Company had received notification of the following disclosable interests in the voting rights of the Company$^{2}$. This information was correct at the date of notification. It should be noted that these holdings may have changed since notified to the Company and may not therefore be wholly accurate statements of actual holdings as at 31 May 2026. However, notification of any change is not required until the next applicable threshold is crossed: | | Number of Shareholding | % of total voting rights | | --- | --- | --- | | Saba Capital Management | 50,456,266 | 12.00 | | Bank of America | 11,711,775 | 2.76 | $^{2}$ On 3 June 2026, the Company was notified by Saba Capital Management that its holding had reduced to 45,456,266 shares, representing 11.08% of the voting rights. that the Company has adequate resources to continue in operation for at least 12 months from the approval of the financial statements for the year ended 31 May 2026. For this reason, they consider it appropriate to continue to adopt the going concern basis in preparing the financial statements. ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 68 --- # DIRECTORS' REPORT ## Greenhouse gas emissions All of the Company's activities are outsourced to third parties. As such it does not have any physical assets, property, employees or operations of its own and does not generate any greenhouse gas or other emissions or consume any energy reportable under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 or the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, implementing the UK Government's policy on Streamlined Energy and Carbon Reporting. While the Company, as a closed ended investment fund, is currently exempt from including a statement on compliance with the Task Force on Climate-related Financial Disclosures under Listing Rule 11.4.22(R), the Manager has prepared a Sustainability Report during the year. This report, which includes a product-level TCFD report, is available on the PIN website. Read about our sustainability approach here: ![img-33.jpeg](img-33.jpeg) Further details of the Manager's approach to responsible investment practices and sustainability standards and the Board's oversight of this can be found in the Manager's Review on page 24. ## Modern Slavery Act As an investment trust which does not provide goods or services in the normal course of business, and does not have employees, customers or turnover, the Company is not in scope of the Modern Slavery Act ("the Act"). Therefore, it is not required to make any slavery or human trafficking statement under the Act. The Company's own supply chain, which consists predominantly of professional advisers and service providers in the financial services industry, is considered to be low risk in relation to this matter. In line with the Act, the Manager reports annually on the steps taken to ensure that slavery and human trafficking are not taking place anywhere within Pantheon's business or its supply chains. Pantheon's Sustainability Policy is aligned with a zero-tolerance approach to modern slavery and trafficking, and both the policy and the modern slavery statement can be found on Pantheon's website (www.pantheon.com). ## Donations The Company made no political or charitable donations during the year (2025: £nil). ## Requirements of the Listing Rules Listing Rule 6.6.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross-reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this regard. ## Annual General Meeting ("AGM") The Company's AGM will be held on 14 October 2026, and explanations of the business proposed at the AGM will be set out in a separate Notice of Meeting. The Board believes that modernising the Company's Articles of Association to permit hybrid shareholder meetings will enhance shareholder engagement by enabling shareholders to attend, participate, ask questions and vote electronically where appropriate. Accordingly, Resolution 18 at the forthcoming Annual General Meeting proposes the adoption of amended Articles of Association which provide the Company with flexibility to hold hybrid meetings in the future. The Board intends that general meetings will continue ordinarily to be held at a physical location and that the new provisions are intended to provide additional flexibility rather than to replace in-person attendance. The Articles of Association are available to view on the Company's website. ## Audit information The Directors who held office at the date of approval of the Directors' Report confirm that, so far as they are aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all reasonable steps that he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information. ## Approval The Directors' Report has been approved by the Board. On behalf of the Board **Tony Morgan** Chair 3 August 2026 ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 69 --- # STATEMENT ON CORPORATE GOVERNANCE ## Introduction from the Chair I am pleased to introduce this year's Corporate Governance Statement. The statement explains how the Company has complied with the AIC Code of Corporate Governance (the "AIC Code") and how the Board has operated during the year. The AIC Code sets out principles and provisions on matters including stakeholder engagement and company culture, which are addressed in the Strategic Report. The Company is committed to maintaining high standards of corporate governance, and the Directors are accountable to shareholders for the governance of the Company's affairs. ## Statement of compliance This statement, together with the Directors' Responsibility Statement on page 89, indicates how the Company has applied the principles of recommended governance of the Financial Reporting Council's ("FRC") 2024 UK Corporate Governance Code (the "UK Code") and the AIC Code issued in 2024, which complements the UK Code and provides a framework of best practice for investment trusts. The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders and that by reporting against the AIC Code the Company has met its obligations in relation to the UK Code. The UK Code is available on the FRC website (www.frc.org.uk). The AIC Code is available on the AIC website (www.theaic.co.uk) and includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant for investment companies. Throughout the year ended 31 May 2026, the Company complied with the principles and provisions of the AIC Code. The Board attaches great importance to the matters set out in the UK Code and strives to apply its principles in a manner that would enable shareholders to evaluate how the principles have been applied. However, it should be noted that where the principles and provisions are related to the role of the Chief Executive, Executive Directors' remuneration and the establishment of a Remuneration Committee, the Board considers these principles and provisions not relevant as Pantheon International Plc is an externally managed company with an entirely Non-Executive Board, and with no employees or internal operations. ## Viability Statement The Viability Statement can be found on page 59. ## The Board of Directors At the start of the year under review, the Board comprised nine Non-Executive Directors, of whom five were male and four were female. Following the retirements of Mr Burgess on 15 October 2025 and Mr Singer on 31 December 2025 at the end of their nine-year tenures, the Board now comprises seven Non-Executive Directors, of whom three are male and four are female. Mr Morgan replaced Mr Singer as Chair in January 2026 after the completion of their planned handover period. The Company has no employees. The Board may exercise all powers of the Company and is responsible for the direction and control of its affairs. The Board seeks to ensure that it has the appropriate balance of skills, experience, ages and lengths of service among its members. The Directors possess a wide range of business and financial expertise relevant to the direction of the Company, and consider themselves to be committing sufficient time to the Company's affairs. Brief biographical details of the Directors, including details of the experience they bring to the Board and their other directorships and significant commitments, can be found on pages 61 to 63. New Directors are appointed on merit, having regard to the skills and experience the Board considers necessary to complement its existing membership. The Board recognises the benefits of diversity, including gender and ethnic diversity, and remains committed to ensuring that Directors bring a broad range of skills, knowledge, experience, backgrounds and perspectives. A formal process is followed for the selection of new Directors, and Directors' remuneration is set at a level designed to attract individuals of the calibre required to support the Company's future development. New Directors follow a formal induction process, including receipt of a comprehensive induction pack with relevant information about the Company. On joining the Board, Directors are fully briefed on their responsibilities and may engage with relevant senior representatives of the Manager throughout their tenure. The terms and conditions of the appointment of the Non-Executive Directors are set out in letters of appointment, copies of which are available for inspection at the registered office of the Company and will be available at the AGM. None of the Directors has a contract of service with the Company. Further details on the Company's purpose, culture and values can be found in the Strategic Report on page 8. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 70 --- ## STATEMENT ON CORPORATE GOVERNANCE ### Insurance and indemnity provisions The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may take independent professional advice at the Company's expense. The Company has arranged a Directors' and Officers' liability insurance policy, which includes cover for legal expenses. The Company's Articles of Association take advantage of statutory provisions to indemnify the Directors against certain liabilities owed to third parties even where such liability arises from conduct amounting to negligence or breach of duty or of trust. In addition, under the terms of appointment of each Director, the Company has agreed, subject to the restrictions and limitations imposed by statute and by the Company's Articles of Association, to indemnify each Director against all costs, expenses, losses and liabilities incurred in execution of his/her office as Director or otherwise in relation to such office. Save for such indemnity provisions in the Company's Articles of Association and in the Directors' terms of appointment, there are no qualifying third-party indemnity provisions in force. ### Board performance review The Board recognises the importance of continually monitoring and improving its performance. The annual performance review enables the Board and its Committees to reflect on the effectiveness of their activities, the quality of their decision-making, and the collective contribution of each Board member. In accordance with the AIC Code and best practice, an externally facilitated review should be undertaken at least once every three years. PIN engaged Lintstock Ltd in 2026 to conduct an external review of the performance of the Board. Lintstock is an advisory firm that specialises in Board Reviews and has no other connection with the Company or individual Directors. ### Board Performance Review – Methodology | **Scoping and Tailoring** June 2026 | Lintstock collaborated with the Chair to tailor the line of enquiry to the specific needs of PIN. As well as covering core aspects of governance such as the quality of information, composition and dynamics, the Review encouraged reflection on the recent review of PIN's strategy and portfolio, together with the Board's engagement with Pantheon and the Company's shareholders. | | --- | --- | | **Completion of Surveys** June 2026 | Board members completed bespoke surveys assessing the performance of the Board and the Manager. Each Director also completed a self-assessment questionnaire addressing their own performance. | | **Interviews** June–July 2026 | In-depth interviews with the Board and the Lead Manager were conducted by Lintstock. The findings from the survey stage enabled Lintstock to focus discussions on the priorities for each interviewee. | | **Analysis and Delivery of Reports** July 2026 | Lintstock analysed the findings from the surveys and the interviews and delivered focused reports documenting the findings, including a number of recommendations to increase effectiveness. | | **Board Discussion** July 2026 | Lintstock's findings were shared with the Chair and then discussed at the Board meeting in July, at which actions were agreed for implementation and monitoring. | ### Key Findings Lintstock found that the PIN Board engaged well with the Board Review process, sharing useful insights to support continuous improvement. The exercise highlighted a few areas for continued focus over the coming year, spanning the Board's oversight of strategy, marketing and succession planning. It also provided an opportunity for the Board to articulate feedback on Pantheon and other third-party advisors. The Review included a comparison of the Board's performance against the Lintstock Index for UK Investment Companies, drawn from over 100 of Lintstock's recent mandates. This provided a balanced view of the Board's strengths and priorities, placing its performance into context. The Review recognised the Board's high level of commitment to the Trust. “ The Review recognised the Board's high level of commitment to the Trust. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 71 --- ## STATEMENT ON CORPORATE GOVERNANCE ### Review of the conclusions of the 2025 Board performance review During the year, the Board revisited the conclusions of the 2025 review to confirm that it had allocated sufficient time to the agreed topics and taken account of the previously agreed actions in discharging its duties. | What the Board agreed from the 2025 review | What the Board did during 2025 | | --- | --- | | The Nomination Committee and the Board should maintain their focus on succession planning, especially in relation to diversity and tenure. | Progress during the year included embedding Mr Morgan as Chair, managing broader Director succession, and formalising the ongoing training process for Board members. | | The Board should ensure that the services provided by Pantheon are fit for purpose and value for money. | The relationship with Pantheon has developed through the negotiation of the management fee, as discussed on page 66 of this report, and the continued strengthening of the Pantheon team supporting the Company. | | The Board should finalise the conclusions from the strategy work and transition into execution mode. | The ongoing implementation of the strategic plan, as outlined in the Chair's Statement, addresses most of the key priorities currently in progress. | The performance of the Chair was evaluated by the other Directors under the leadership of the Senior Independent Director and facilitated by a questionnaire prepared by Lintstock. The conclusion of the review process was that the Chair transition has gone well and Mr Morgan is effective in his role, and his leadership, experience and knowledge were valued by the other Directors. ### Chair and Senior Independent Director The Chair leads the Board and is responsible for its overall effectiveness in directing the Company's affairs. Mr Morgan succeeded Mr Singer as Chair following Mr Singer's retirement on 31 December 2025 at the end of his nine-year tenure. Mr Morgan was deemed independent on his appointment in January 2025 and, in accordance with the AIC Code, continues to be considered independent. He has sufficient time to devote to the Company's affairs and has no significant commitments other than those disclosed in his biography on page 61. Mary Ann Sieghart was appointed Senior Independent Director of the Company at the conclusion of the Company's AGM in 2021. She provides a channel for any shareholder concerns regarding the Chair and leads the annual performance evaluation of the Board and the Chair. She also led the selection process to appoint Mr Morgan as Chair. ### Directors' independence In accordance with the Listing Rules that apply to closed-ended investment entities, and taking into consideration the AIC Code, the Board has reviewed the status of its individual Directors and the Board as a whole. All Directors were considered independent of the Manager at the time of their appointment and, in line with the guidelines of the AIC Code of Corporate Governance, all continue to be considered independent. ### Chair and Director tenure/re-appointment of Directors Following the Company's inclusion in the FTSE 250 Index and in accordance with the AIC Code, the Board has determined that its policy on the tenure of the Chair and the Directors is that the Chair and all Directors will be subject to annual re-election at each AGM. Accordingly, resolutions to re-elect all Directors are contained within the 2026 AGM Notice of Meeting. ### Board responsibilities and relationship with the Manager The Board is responsible for the determination and implementation of the Company's investment policy and for monitoring compliance with the Company's objectives. At each Board meeting, the Directors follow a formal agenda to review the Company's investments and all other important issues, such as asset allocation, gearing policy, corporate strategic issues, cash management, peer group performance, marketing and shareholder relations, investment outlook and pacing, revenue forecasts and outlook, to ensure that control is maintained over the Company's affairs. The Board regularly considers its overall strategy and monitors the share price and level of discount. As discussed in the Chair's Statement, the Board has continued to consider the Company's strategy in detail during the year under review. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 72 --- ## STATEMENT ON CORPORATE GOVERNANCE ### Board and Committee meeting attendance The Board has at least six scheduled meetings a year, and more if required. Directors' attendance at scheduled Board and Committee meetings held during the year to 31 May 2026 is set out below. | Meetings attended ● | Scheduled Board meetings | Scheduled Audit Committee meetings | Scheduled Management Engagement Committee meetings | Scheduled Nomination Committee meetings^{1} | Scheduled Finance Sub-Committee meetings | | --- | --- | --- | --- | --- | --- | | Tony Morgan (Chair) | ●●●●●● | ●●●● | ●● | ●● | ●●●● | | John Burgess^{2} | ●● | ● | ● | ● | ● | | Zoe Clements | ●●●●●● | ●●●● | ●● | ●● | ●●●● | | Tim Farazmand | ●●●●●● | ●●●● | ●● | ●● | ●●●● | | Candida Morley^{3} | ●●●●● | ●●●● | ●● | ●● | ●●● | | Dame Susan Owen DCB | ●●●●●● | ●●●● | ●● | ●● | N/A | | Mary Ann Sieghart | ●●●●●● | ●●●● | ●● | ●● | N/A | | John Singer CBE^{2} | ●●● | ●● | ●● | ●● | ●● | | Rahul Welde | ●●●●●● | ●●●● | ●● | ●● | N/A | 1 The Nomination Committee met on one additional occasion to consider and recommend Mr Morgan's appointment as Chair. As the matter concerned his successor, Mr Singer, who was Chair at the time, recused himself from the meeting. 2 Mr Burgess retired from the Board on 15 October 2025 and Mr Singer retired from the Board on 31 December 2025. Mr Burgess was unable to attend one set of Board and Committee meetings. 3 Ms Morley was unable to make one Board meeting and one Finance Sub-Committee meeting due to illness. As well as those meetings detailed in the table above, additional Board meetings were held during the year to approve the NAV, to approve the final versions of the Annual and Half-Year Reports, and to consider and approve the asset sales and additional share buyback commitment. The Board is responsible for the strategic and operational decisions of the Company and for ensuring that the Company is run in accordance with all regulatory and statutory requirements. These procedures have been formalised in a schedule of matters reserved for decision by the full Board, which has been adopted for all meetings. These matters include: - The maintenance of clear investment objectives, investment strategy, capital and portfolio management and risk management policies, changes to which require Board approval; - Capital strategy, including terms of new capital issues; - The monitoring of the business activities of the Company, including portfolio performance, capital allocation and annual budgeting; and - Review of matters delegated to the Manager, Administrator or Company Secretary. The Company's asset management is delegated to Pantheon. At each Board meeting, Pantheon representatives provide written and verbal reports on its activities, the portfolio and investment performance for the period. The Manager maintains regular communication with the Board between formal meetings and ensures Directors receive timely management, financial and regulatory information to support informed decision-making. It also seeks Board guidance on specific matters as required. Pantheon has discretion to manage the Company's assets in line with its investment objectives and policies, subject to additional investment restrictions that may be amended by the Company from time to time with the Manager's consent. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 73 --- ## STATEMENT ON CORPORATE GOVERNANCE The additional investment restrictions currently imposed on the Manager are as follows: - At the time of making an investment, the aggregate of all amounts committed by the Company in respect of investments (excluding all amounts paid pursuant to such commitments and including any such commitments in respect of the investment to be made) shall not exceed 300% of the available cash and loan resources of the Company without the prior approval of the Board; - No direct or indirect investment in a single company shall form more than 5% of the gross value of the Company at the time the investment is made; - The amount invested (including amounts committed for investment) in respect of a single fund shall not exceed 10% of the aggregate of the gross asset value of the Company and the aggregate outstanding investment commitments of the Company at the time the investment is made; - The prior approval of the Board is required for an investment (including investment commitments) in respect of a single secondary interest in an existing fund or a portfolio of secondary interests in existing funds and/or direct investments in one or more companies exceeding 3% of the net asset value of the Company at the time the investment is made; and - The prior approval of the Board is required for a direct investment in a single company exceeding 1% of the net asset value of the Company at the time the investment is made. The Manager has also agreed to obtain the Board's prior approval for any primary investment in a new fund that is not made on a pro rata basis alongside other Pantheon clients investing in the same fund. Board approval is also required for any investment in a vehicle managed by a member of the Pantheon Group, other than holding, special purpose or feeder vehicles where no fee is charged by the Pantheon Group. The Board determines the parameters of investment strategy and risk management policies within which the Manager can exercise judgement and sets the investment and risk management strategies in relation to currency exposure. The Company Secretary and Manager prepare briefing notes for Board consideration on matters of relevance; for example, changes to the Company's economic and financial environment, statutory and regulatory changes and corporate governance best practice. ### Institutional investors – use of voting rights The Company has delegated the exercise of its voting rights to the Manager. Pantheon has a policy of advising its clients to vote on all corporate actions in relation to investments and does this on behalf of the Company. Pantheon consults with the Directors of the Company in the case of any corporate action where either there is a conflict of interest between PIN and other Pantheon clients, or where for any reason the proposed voting is inconsistent with the advice given to Pantheon's other clients. ### Conflicts of interest The Articles of Association permit the Board to consider and, if it sees fit, to authorise situations where a Director has an interest that conflicts, or may possibly conflict, with the interests of the Company. A formal system is in place for the Board to consider authorising such conflicts, whereby the Directors who have no interest in the matter decide whether to authorise the conflict and any conditions to be attached to such authorisations. The process in place for authorising potential conflict of interest has operated effectively during the year. The Directors are able to impose limits or conditions when giving authorisation if they think this is appropriate in the circumstances. A register of potential conflicts is maintained by the Company Secretary and is reviewed at each Board meeting, to ensure that any authorised conflicts remain appropriate. Directors are required to confirm at these meetings whether there has been any change to their position. The Directors must also comply with the statutory rules requiring company directors to declare any interest in an actual or proposed transaction or arrangement with the Company. The above process for authorising potential conflicts of interest has operated effectively during the year. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 74 --- ## STATEMENT ON CORPORATE GOVERNANCE ### Committees of the Board The Board has established a number of Committees, described below, to which certain Board responsibilities have been delegated. Each Committee has formal written terms of reference that define its responsibilities and are available for inspection at the Company's registered office and on the Company's website (www.pantheon-international.com). #### Audit Committee The Audit Committee comprises the whole Board and is chaired by Ms Clements. As a qualified Chartered Accountant, Ms Clements brings relevant knowledge and experience to the Committee, which considers her suitably qualified to serve as Chair. Mr Morgan is an investment and financial professional with significant experience in private equity, and it is considered appropriate for him, as Chair of the Board, to be a member of the Audit Committee as he provides a valuable contribution to the deliberations of the Committee. The Audit Committee met on four occasions during the year ended 31 May 2026. It is intended that the Committee will continue to meet at least three times to carry out its responsibilities, including the review of the Half-Yearly Report, review of year end valuation of investments and to recommend the Company's Annual Report and Accounts to the Board. The Report of the Audit Committee can be found on pages 80 to 83. #### Finance Sub-Committee A finance sub-committee of the Board, chaired by Ms Clements and comprising Messrs Farazmand and Morgan and Ms Morley, was previously established to discuss the Company's credit facility requirements, private placement loan issuance and Capital Allocation Policy and to make recommendations to the Board. The sub-committee held four scheduled meetings during the year, to discuss cash flows, gearing and covenants, the investment and operating budgets and the Capital Allocation Policy, including share buyback allocations. A number of ad hoc meetings were also scheduled to discuss the aforementioned subjects in further detail or following updates received from advisers. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 75 --- ## STATEMENT ON CORPORATE GOVERNANCE ### Management Engagement Committee The Management Engagement Committee (“MEC”) comprises all the Directors and is chaired by Mr Morgan. The MEC met on two occasions during the year under review. The Board keeps the performance of the Manager under continual review. In addition, in accordance with the requirements of the AIC Code, the MEC reviews the performance of the Manager’s obligations under the Management Agreement and considers the need for any variation to the terms of this Agreement on an annual basis. The MEC then makes a recommendation to the Board about the continuing appointment of the Manager under the terms of the Management Agreement. The MEC also reviews annually the performance of the Company Secretary, the Custodian, the Depositary and the Registrar and any matters concerning their respective agreements with the Company. ### Remuneration Committee As the Company has no employees and the Board consists solely of Non-Executive Directors, a Remuneration Committee is not considered necessary. Led by the Senior Independent Director, the Board as a whole determines and approves Directors’ fees, taking into account market practice, each Director’s Board and Committee responsibilities, the time committed to the Company’s affairs and remuneration levels across the investment trust sector. Directors do not participate in discussions specifically concerning their own remuneration. Further details of the Directors’ remuneration arrangements are set out in the Directors’ Remuneration Report on pages 84 to 88. ### Nomination Committee The Nomination Committee comprises all Directors and is chaired by Mr Morgan. The Nomination Committee met three times during the year under review. The role of the Nomination Committee is to undertake the formal process of reviewing the balance, effectiveness and diversity of the Board and to consider succession planning, identifying the skills and expertise needed to meet the future challenges and opportunities facing the Company, and those individuals who might best provide them. The Nomination Committee, as and when necessary, makes recommendations to the Board with regard to the criteria for future Board appointments and the methods of selection. It also considers and reviews the appointment of a Senior Independent Director, membership of the Board’s Committees and the re-appointment of those Directors standing for re-election at AGMs. In addition, the Nomination Committee is responsible for assessing the time commitment required for each Board appointment and ensuring that the present incumbents have sufficient time to devote to their role, and for reviewing the Directors’ performance appraisal process. As part of ongoing succession planning, the Nomination Committee ensures that all Board appointments are subject to a formal, rigorous and transparent procedure. The Company seeks to ensure that any Board vacancies are filled by the most qualified candidates based on objective criteria and merit and in the context of the skills, knowledge and experience that are needed for the Board to be effective. The Board supports diversity and inclusion at Board level and encourages candidates from all educational backgrounds and walks of life. During the year, the Nomination Committee reviewed the Company’s Diversity Policy and skills matrix, and satisfied itself that the Board has a balance of skills, qualifications and experience which are relevant to the Company. Strategic Report (1) Manager’s Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 76 --- ## STATEMENT ON CORPORATE GOVERNANCE ### Diversity The Board supports the recommendations of the FTSE Women Leaders Review (successor to the Hampton-Alexander Review) on gender diversity and the Parker Review on ethnic representation. The Company exceeded the FTSE Women Leaders Review recommendation of at least 40% female representation on FTSE 350 boards by the end of 2025, with women representing 57% of the Board as at 31 May 2026. It has also met the Parker Review target for all FTSE 350 companies to have at least one Director from a minority ethnic background by December 2024. The Board also notes the FCA diversity and inclusion requirements for listed company boards, which apply to accounting periods beginning on or after 1 April 2022 under Listing Rule 6.6.6(9)–(11): - at least 40% of Board members should be women; - at least one senior Board position should be held by a woman; and - at least one Board member should be from a minority ethnic background. The Board complies with all three Listing Rule diversity targets. In accordance with Listing Rule 6 Annex 1, the following prescribed tables show the gender and ethnic backgrounds of the Directors as at the year end. #### Diversity policy The Board acknowledges the benefits of diversity, including diversity of age, gender, ethnicity, sexual orientation, disability, educational, professional and socio-economic background, and cognitive and personal strengths, and remains committed to ensuring that the Company's Directors bring a wide range of skills, knowledge, experience, backgrounds and perspectives to the Board and the Committees. All appointments are made on merit against objective criteria in the context of the overall balance of skills and backgrounds that the Board needs to maintain in order to remain effective. The Board does not feel that it would be appropriate to set targets as all appointments must be made on merit. However, diversity generally will be taken into consideration when evaluating the skills, knowledge and experience desirable to fill each vacancy. The Board has established the following objectives for achieving diversity on the Board and the Committees: - All appointments will be made on merit, in the context of the skills, knowledge and experience that are needed for the Board and the Committees to be effective; and - Longlists of potential non-executive directors should include diverse candidates of appropriate merit. ### Gender identity or sex | | Number of Board members | Percentage on the Board | Number of senior positions on the Board^{1} | | --- | --- | --- | --- | | Men | 3 | 43 | 1 | | Women | 4 | 57 | 1 | | Not specified/prefer not to say | – | – | – | ### Ethnic background | | Number of Board members | Percentage on the Board | Number of senior positions on the Board^{1} | | --- | --- | --- | --- | | White British or other white (including minority white groups) | 5 | 72 | 2 | | Mixed/multiple ethnic groups | 1 | 14 | 0 | | Asian/Asian British | 1 | 14 | 0 | | Black/African/Caribbean/Black British | 0 | 0 | 0 | | Other ethnic group, including Arab | 0 | 0 | 0 | | Not specified/prefer not to say | 0 | 0 | 0 | 1 As Listing Rule 6.6.6 (9) (ii) includes only the positions of Chair, Chief Executive, Senior Independent Director and Chief Financial Officer in this category, only those positions have been included in the table above. Ms Sieghart fulfils this requirement as Senior Independent Director. The data in the above tables was collected through self-reporting by the Directors, who were asked to indicate which of the categories specified in the prescribed tables were most applicable to them. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 77 --- ## STATEMENT ON CORPORATE GOVERNANCE ### Internal control review The Directors acknowledge that they are responsible for the Company's risk management and systems of internal control and for reviewing their effectiveness. An ongoing process, in accordance with the guidance provided by the FRC on risk management, internal control and related finance and business reporting, has been established for identifying, evaluating and managing risks faced by the Company. This process, together with key procedures established with a view to providing effective financial control, has been in place throughout the year and up to the date the Financial Statements were approved. Full details of the principal risks and uncertainties faced by the Company can be found on pages 51 to 53. The risk management process and systems of internal control are designed to manage, rather than eliminate, the risk of failure to achieve the Company's objectives. It should be recognised that such systems can only provide reasonable, rather than absolute, assurance against material misstatement or loss. ### Internal control assessment process Regular risk assessments and reviews of internal controls and the Company's risk appetite are undertaken by the Board in the context of the Company's overall investment objective. The Board, through delegation to the Audit Committee, has carried out a robust assessment and review of the emerging and principal risks facing the Company. The review covers the key business, operational, compliance and financial risks facing the Company. There were no significant matters of concern identified. In arriving at its judgement of what risks the Company faces, the Board has considered the Company's operations in the light of the following factors: - The nature and extent of risks which it regards as acceptable for the Company to bear within its overall business objective: - The threat of such risks becoming a reality; - The Company's ability to reduce the incidence and impact of risk on its performance; - The cost to the Company and benefits related to the review of risk and associated controls of the Company; and - The extent to which third parties operate the relevant controls. Given the nature of the Company's activities and the fact that most functions are sub-contracted, the Directors have obtained information from key third-party suppliers regarding the controls operated by them. To enable the Board to make an appropriate risk and control assessment, the information and assurances sought from third parties include the following: - Details of the control environment; - Identification and evaluation of risks and control objectives; - Assessment of the communication procedures; and - Assessment of the control procedures operated. There were no significant matters of concern identified in the Board's review of the internal controls of its third-party suppliers. The following are the key components which the Company has in place to provide effective internal control: - The duties of investment management, accounting and custody of assets are segregated. The procedures of the individual parties are designed to complement one another. - Investment management is provided by Pantheon Ventures (UK) LLP. The Board is responsible for the implementation of the overall investment policy and monitors the actions of the Manager at regular Board meetings. - BNP Paribas Trust Corporation UK Limited (previously BNP Paribas Securities Services, London Branch) has been appointed as Depositary. Custody of assets is also undertaken by BNP Paribas Trust Corporation UK Limited as the Company's Custodian for equities and bonds. - The provision of administration, accounting and Company secretarial duties is the responsibility of Waystone Administration Solutions (UK) Limited. - The provision of registration services is provided by MUFG Corporate Markets as Registrar of the Company. The Directors acknowledge that they are responsible for the Company's risk management and systems of internal control and for reviewing their effectiveness. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 78 --- ## STATEMENT ON CORPORATE GOVERNANCE - The Directors of the Company clearly define the duties and responsibilities of their agents and advisers in the terms of their contracts. The appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties involved; the Board, via the Management Engagement Committee, monitors their ongoing performance and contractual arrangements. - Mandates for authorisation of investment transactions and expense payments are set by the Board. - The Board reviews detailed financial information produced by the Manager and the Administrator on a regular basis. Over the course of the next financial year, the Board will continue its preparations to ensure the Company is able to comply with the new provision 34 of the 2024 AIC Code (UK Code Provision 29), which is effective in respect of accounting periods beginning on or after 1 January 2026. In accordance with guidance issued to directors of listed companies, and in order to prepare to be able to report compliance, the Directors have worked closely with Pantheon to carry out a review of the effectiveness of the various systems of internal controls as operated by the Company's main service providers during the year and found there to be no matters of concern. The Company does not have an internal audit function. All of the Company's management functions are delegated to independent third parties whose controls are reviewed by the Board. It is therefore felt that there is no need for the Company to have an internal audit function. This need is reviewed periodically. ### Company Secretary The Board has direct access to the advice and services of the Company Secretary, Waystone Administration Solutions (UK) Limited, who is responsible for ensuring that Board and Committee procedures are followed and that applicable regulations are complied with. The Company Secretary is also responsible to the Board for ensuring the timely delivery of information and reports and for ensuring that statutory obligations of the Company are met. ### Engagement with shareholders The Board and the Manager place a high priority on shareholder communication, and all Directors are available to engage with shareholders. During the year, the Chair held several shareholder meetings. Shareholders are encouraged to attend and vote at the AGM, where the Board, the Manager and the Chairs of the Board's Committees are available to discuss matters affecting the Company and respond to questions. The Manager also gives a presentation to shareholders present at each AGM. The Manager maintains regular dialogue with institutional shareholders and runs a structured programme of presentations following publication of the Annual and Half-Yearly results. In addition, the Board reviews a detailed list of the Company's shareholders at each Board meeting. The Board and its advisers prepare the Company's Half-Yearly and Annual Reports to provide a clear and comprehensive review of performance. Copies are sent to shareholders by post or electronically, as requested, and are also available on the Company's website www.pantheon-international.com. The Company responds to all shareholder communications. Shareholders wishing to contact the Board directly should email the Company Secretary at pin_cosec@cm.mpms.mufg.com or write to the registered office shown on page 138. The Company Secretary will arrange for the relevant Board member to respond. Further details of the Company's stakeholder engagement, and how the Board considers stakeholders in its decision-making, are set out in the Strategic Report on pages 54 to 58. On behalf of the Board **Tony Morgan** Chair 3 August 2026 Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 79 --- AUDIT COMMITTEE REPORT ![img-34.jpeg](img-34.jpeg) “ I am pleased to present the Audit Committee Report for the year ended 31 May 2026. The Audit Committee comprises me, as Chair, and all other Board members, each of whom is an independent Non-Executive Director. Zoe Clements Audit Committee Chair The Committee's role is to provide independent oversight in the interests of shareholders and the Company's wider stakeholders. To do this, the Committee works closely with the Board, the Manager and the external auditor, focusing in particular on the integrity of the Company's financial reporting and audit processes, the effectiveness of internal controls and risk management systems, and compliance with applicable laws and regulations. The Board and I consider that the Committee members, individually and collectively, are independent and appropriately experienced to fulfil the role required within the sector in which the Company operates and that I have an appropriate level of recent and relevant financial experience to discharge my duties as Audit Committee Chair. # Role of the Audit Committee The constitution and clearly defined terms of reference of the Audit Committee have been established by the Board and are reviewed every year. The primary responsibilities of the Audit Committee are: - To monitor the integrity of the Financial Statements, the financial reporting process and the accounting policies of the Company, and review any actions and judgements of the Manager in relation to these; - To review the effectiveness of the internal control environment of the Company and its reporting processes; - To monitor adherence to best practice in corporate governance, including reviewing the Company's compliance with the AIC Corporate Governance Code, and other applicable regulations; - To recommend the Auditor's re-appointment to the Board and to approve the Auditor's remuneration and terms of engagement, including the scope of work, agreeing the audit plan with the Auditor, principal areas of focus and the cost-effectiveness of the auditor's fee; - To review and monitor the Auditor's independence and objectivity and the effectiveness of the audit process; and - To provide a forum through which the Company's Auditor reports to the Board; and - To review its own performance as a Committee and the Terms of Reference. The Finance Sub-Committee, whose responsibilities are set out in stand-alone terms of reference, supports and reports to the Audit Committee and makes recommendations to it and the Board on matters including capital allocation, budgets and gearing. The Audit Committee has direct access to the Company's Auditor, Ernst & Young ("EY"), and representatives of EY attend each Audit Committee meeting. # Matters considered in the year The Audit Committee met four times during the year ended 31 May 2026. An important part of our role is to provide non-executive oversight so as to ensure appropriate focus on high-quality corporate reporting. The principal issues considered by the Committee during the year under review were: # Financial Statements and Significant Account Judgements # A. Valuation of assets The Committee reviewed the Manager's valuation process and controls during the year, including asset ownership and the systems Pantheon has in place to ensure the valuations are undertaken in accordance with the accounting policies disclosed in Note 1 to the accounts on pages 103 to 106. “ The Audit Committee met four times during the year ended 31 May 2026. An important part of our role is to provide non-executive oversight so as to ensure appropriate focus on high-quality corporate reporting. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 80 --- ## AUDIT COMMITTEE REPORT Pantheon provided a report to the Audit Committee at both the half-year and full-year Audit Committee meetings, setting out its valuation process and the basis for underlying valuations, giving the Committee reassurance on the robustness of the Manager's valuations and the underlying valuation system. As Chair, I attend the PIN Valuation Committee twice a year, and the Committee discussed the reports from Pantheon. Throughout the year, Pantheon also provided further reports setting out its planned enhancements to its valuation process, and a sub-group of the Committee held additional meetings with representatives from the Pantheon team, focused on risk, valuation systems and controls. ### B. Going concern and long-term viability The Committee considered the Company's viability and made recommendations to the Board on whether it was appropriate to prepare the Company's Financial Statements on the going concern basis. The Board's conclusions are set out on pages 59, 67 and 68 and Note 1b on page 103. The Committee also assessed the long-term viability of the Company as detailed on page 59 and recommended to the Board its expectation that the Company would remain in operation for the three-year period of the assessment. As an investor in private equity, the Company has outstanding commitments to fund investments, and the Audit Committee reviewed the level of undrawn commitments, and the resources available to fund these commitments, including available debt facilities, as part of this analysis of the Company's going concern and long-term viability. ### C. Maintenance of investment trust status The Manager and Administrator have reported to the Committee to confirm continuing compliance with the requirements for maintaining investment trust status. The position is also discussed with the Auditor as part of the audit process. ### Risk Management and Internal controls Pantheon provided a report to the Audit Committee at both the half-year and full-year Audit Committee meetings on risk management and the effectiveness of internal controls. The Audit Committee has reviewed and updated, where appropriate, the Company's risk matrix. This document is reviewed by the Audit Committee at least every six months. It is satisfied with the extent, frequency and quality of the reporting of the Manager's monitoring to enable the Audit Committee to assess the degree of control of the Company and the effect with which risk is managed and mitigated. The Audit Committee has received the independent assurance reports on the internal controls of the key service providers and the Manager has reported to the Audit Committee a summary of the findings. No incidents of significant control failings or weaknesses have been identified during the year ended 31 May 2026, within the Company or its third-party suppliers, including Pantheon. The Company does not have an internal audit function as substantially all of its day-to-day operations are delegated to third parties, all of whom have their own internal control procedures. The Audit Committee discussed whether it would be appropriate to establish an internal audit function and agreed that the existing system of monitoring and reporting by third parties remains appropriate and sufficient. ### Review of the current process in preparation for Provision 34 reporting During the next financial year, the Audit Committee will continue preparing the Company to comply with Provision 34 of the 2024 AIC Code, which applies to accounting periods beginning on or after 1 January 2026. Provision 34 requires the Company to describe in its next Annual Report how the Board has monitored and reviewed the effectiveness of the Company's internal controls framework and to include a declaration on the effectiveness of material controls at the balance sheet date. It also requires disclosure of any material controls that have not operated effectively, the action taken or proposed to improve them and any steps taken to address previously reported issues. The Audit Committee notes the AIC's guidance that companies should adopt a proportionate approach. As part of its preparations, the Audit Committee commenced the determination of the material controls and assessed whether existing review processes are sufficient to support compliance with the new requirements. ### The FRC's Minimum Standard for Audit Committees During the year, the Audit Committee continued to review the Company's adherence to the FRC's Minimum Standard for Audit Committees (the "Minimum Standard"). The Committee monitors compliance and takes further action where necessary, including diarising relevant matters for discussion at its meetings. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 81 --- ## AUDIT COMMITTEE REPORT On the basis of these factors and assessments, the Committee has concluded that the external audit process has been effective. ### Continuing appointment of the Auditor EY was appointed as the Company's Auditor at the AGM in 2019 and this is therefore the seventh audit of the Company's Financial Statements since its appointment. Taking into account the performance and effectiveness of the Auditor and the confirmation of its independence, the Committee has recommended to the Board that a resolution to re-appoint EY as Auditor be put to shareholders at the forthcoming AGM. EY has confirmed its willingness to continue in office. A competitive tender must be carried out by the Company at least every 10 years. A tender was last carried out by the Company during the year ended 31 May 2019 and the Company is therefore required to carry out a tender no later than the financial year ending 31 May 2029. As more than five years have now elapsed since the last tender, the CMA Order requires the Company to state when it intends next to carry out a tender and to explain that decision. The Committee has not brought forward the tender beyond the financial year ending 31 May 2029 because it remains satisfied with the quality, independence and effectiveness of the audit delivered by EY, as set out below, and considers that continuity of the audit relationship at this stage is in shareholders' interests. The Committee will keep the timing of the next tender under review. Ethical standards generally require the rotation of the lead audit partner every five years. Sarah Langston was appointed as audit partner for the year ended 31 May 2025. During the year, responsibility for the audit was transferred on an interim basis to Ahmer Huda, who acted as audit partner for the remainder of the audit process. The Committee discussed the reasons for this interim transfer with EY and was satisfied that it did not adversely affect audit quality or continuity. ### CMA Order The Company complied throughout the year ended 31 May 2026 with the provisions of the Statutory Audit Services Order 2014, issued by the Competition and Markets Authority ("CMA Order"). ### Fair, balanced and understandable As a result of the work performed, the Audit Committee has concluded that the Annual Report for the year ended 31 May 2026, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy, and has reported on these findings to the Board. ### Zoe Clements Audit Committee Chair 3 August 2026 The Audit Committee has concluded that the Annual Report for the year ended 31 May 2026, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 83 --- ## DIRECTORS' REMUNERATION REPORT The Board has prepared this report in accordance with the requirements of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, as amended by the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025. The law requires the Company's Auditor to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such. The Auditor's opinion is included in the "Independent Auditor's Report" on pages 90 to 97. ### Statement from the Chair I am pleased to present the Directors' Remuneration Report for the year ended 31 May 2026. Companies are required to ask shareholders to approve the annual Remuneration Report, which includes the annual remuneration paid to Directors, each year and to formally approve the Directors' Remuneration Policy on a three-yearly basis. Any change to the Directors' Remuneration Policy requires shareholder approval. The vote on the Directors' Remuneration Report is an advisory vote, while the Directors' Remuneration Policy is subject to a binding vote. Shareholders last approved the Remuneration Policy at the Company's AGM held on 15 October 2025. A new Remuneration Policy will be put to shareholders at the 2026 AGM and details can be found on page 69. As set out in the current Remuneration Policy, as well as the proposed Policy as set out on page 87, the fees for the Directors are determined within limits set out in the Company's Articles of Association or determined by ordinary resolution of the Company. A resolution was passed on 22 September 2020 increasing the maximum aggregate annual remuneration payable to Directors to £450,000. This aggregate limit has been unchanged since that date. An ordinary resolution will be put to shareholders at the 2026 AGM to increase the maximum aggregate annual remuneration that can be paid to Directors under article 79 (1) of the Company's Articles of Association from £450,000 to £500,000. The proposed increase in the maximum aggregate annual remuneration will provide the Board with the flexibility to enable the proposed changes to its Remuneration Policy, as set out on page 87, while retaining some flexibility for future increases and recruitment. The Board consists entirely of Non-Executive Directors. The Company has no employees and, therefore, no comparison with employee pay has been presented. As explained on page 76, given the Company's size, its externally managed structure and the absence of executive Directors, the Board considers that establishing a separate Remuneration Committee would not provide additional benefit. All Directors are independent and non-executive, and the Board as a whole reviews and approves remuneration matters. No Director is involved in determining their own remuneration. The Board takes into account shareholder feedback and market practice when reviewing Directors' remuneration. ### Directors' fees for the year (audited)* | | Fees paid £ | Expenses £ | Year to 31 May 2026 Total £ | Year to 31 May 2025 Total £ | | --- | --- | --- | --- | --- | | A.D. Morgan (Chair)^{1} | 64,392 | 943 | 65,335 | 18,837 | | Z. Clements^{2} | 61,800 | – | 61,800 | 54,616 | | T.B.N. Farazmand^{1} | 47,100 | – | 47,100 | 18,837 | | C.E. Morley^{1} | 47,100 | – | 47,100 | 15,338 | | Dame Sue Owen DCB | 47,100 | – | 47,100 | 45,489 | | M.A. Sieghart^{3} | 52,900 | – | 52,900 | 51,109 | | R.A. Welde | 47,100 | – | 47,100 | 45,489 | | J.D. Burgess^{4} | 17,692 | – | 17,692 | 45,489 | | D.L. Melvin^{5} | – | – | – | 22,657 | | J.B.H.C.A. Singer CBE^{4} | 51,683 | 3,993 | 55,676 | 86,382 | | **Total** | **436,867** | **4,936** | **441,803** | **404,243** | * The figures in the table represent the Directors' single total figure of remuneration, comprising fees only, as the Directors do not receive any variable remuneration, taxable benefits, pension contributions or other payments, save for the reimbursement of Company related de minimis out of pocket expenses. 1 Mr Farazmand and Mr Morgan joined the Board on 3 January 2025, and Ms Morley joined the Board on 31 January 2025. Mr Morgan was appointed as Chair of the Board with effect from 1 January 2026. 2 Ms Clements was appointed as Chair of the Audit Committee with effect from 16 October 2024. 3 Ms Sieghart was appointed as Senior Independent Director from 27 October 2021, resulting in a higher fee from this date. 4 Mr Burgess retired from the Board on 15 October 2025, and Mr Singer CBE retired from the Board on 31 December 2025. 5 Mr Melvin retired from the Board with effect from 16 October 2024. ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 84 --- ## DIRECTORS' REMUNERATION REPORT In accordance with the Company's Remuneration Policy as adopted on 18 October 2022 (and most recently approved by shareholders on 15 October 2025), fees for the Directors are increased annually, effective from the first day of the Company's financial year, currently at a rate no greater than the rate of the Consumer Price Index ("CPI") prevailing at the time. In line with this policy, fees for the Directors were increased with effect from 1 June 2026 by the prevailing CPI of 2.8% as at 31 May 2026. Additionally, following an independent review of Directors' remuneration this year, a resolution to approve a revised Remuneration Policy will be put to shareholders at the 2026 AGM to enable the rebasing of Directors' fees. Details can be found on page 87. Directors' fees for the 12 months to 31 May 2027 are as set out on page 87, subject to shareholder approval of the revised Remuneration Policy at the AGM. The Company has no employees and therefore no comparison with employee pay has been presented. ![img-35.jpeg](img-35.jpeg) No travel expenses were claimed by the Directors from the Company during the year ended 31 May 2026 or as at the date of this report. ### Company performance The graph below shows the total return to shareholders compared with the total shareholder returns of the FTSE All-Share Total Return Index and MSCI World Total Return (Sterling) Index. These indices have been selected as the most relevant, as there is no listed index that is directly comparable with the Company's portfolio. #### Relative importance of spend on pay The table below sets out, in respect of the financial year ended 31 May 2026 and the preceding financial period, the total remuneration paid to Directors, the management fee and share buybacks and the percentage change between the two periods: | | Year to 31 May 2026 £'000 | Year to 31 May 2025 £'000 | Change % | | --- | --- | --- | --- | | Total remuneration paid to Directors | 441 | 404 | 9.1% | | Management fee | 25,791 | 26,769 | (3.7)% | | Share buybacks^{1} | 118,409 | 53,514 | 121.3% | ### Directors' interests (audited) There is no requirement under the Company's Articles of Association or the terms of their appointment for Directors to hold shares in the Company. The interests of the Directors and any persons closely associated in the shares of the Company as at 31 May 2026 are set out below: | | 31 May 2026 | 31 May 2025 | | --- | --- | --- | | A.D. Morgan^{2} (Chair) | 65,000 | 50,000 | | Z. Clements | 22,143 | 22,143 | | T.B.N. Farazmand | 24,750 | – | | C.E. Morley | 23,999 | – | | Dame Sue Owen DCB | 22,500 | 22,500 | | M.A. Sieghart | 47,250 | 47,250 | | R.A. Welde | 67,293 | 67,293 | | J.D. Burgess^{3} | 4,042,902 | 4,042,902 | | J.B.H.C.A. Singer CBE^{4} | 436,620 | 436,620 | There has been no change to the above interests between 31 May 2026 and the date of this report. 1 Excludes fees and stamp. 2 Shares held by Julianne Morgan, a connected person. 3 Included 3,643,082 shares held by The November 1990 Trust, a connected person of Mr Burgess. Mr Burgess retired from the Board on 15 October 2025 and the number of shares reported for the year to 31 May 2026 represents his holding at the date of his retirement. 4 Mr Singer retired from the Board on 31 December 2025 and the number of shares reported for the year to 31 May 2026 represents his holding at the date of his retirement. Note: the items listed in this table are as required by the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 ss.20, as amended by the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025, with the exception of the management fee, which has been included because the Directors believe that it will help shareholders' understanding of the relative importance of the spend on pay. The figures for this measure are the same as those shown in Notes 3 and 4 of the Financial statements. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 85 --- ## DIRECTORS' REMUNERATION REPORT ### Voting at the AGM The Directors' Remuneration Policy and the Directors' Remuneration Report for the year ended 31 May 2025 were approved by shareholders at the AGM held on 15 October 2025. The votes cast by proxy were as follows: | Remuneration Report | Number of votes | % of votes cast | | --- | --- | --- | | For | 207,676,369 | 99.91 | | Against | 181,925 | 0.09 | | Total votes cast | 207,963,853 | 100.00 | | Number of votes withheld | 105,559 | – | | Remuneration Policy | Number of votes | % of votes cast | | --- | --- | --- | | For | 207,656,923 | 99.92 | | Against | 171,121 | 0.08 | | Total votes cast | 207,963,853 | 100.00 | | Number of votes withheld | 135,809 | – | ### Directors' Remuneration Policy The Directors' Remuneration Policy (the "Policy") is put to shareholders' vote at least once every three years and in any year where there is to be a change in the Policy. A resolution to approve the Policy was last approved by shareholders at the AGM held on 15 October 2025 with 99.9% support. Since 1 June 2021, fees for the Directors have been increased annually by the rate of the Consumer Price index ("CPI"), effective from the first day of the Company's financial year. At the 2022 AGM, this was amended to allow the Directors discretion to determine the annual increase to Directors' fees at a rate less than (but no greater than) the rate of CPI. In line with this policy, fees for the Directors were increased with effect from 1 June 2026 by the prevailing CPI of 2.8% as at 31 May 2026. ### Independent review of directors' remuneration During 2026, the Board commissioned Ellason LLP (Ellason) to undertake an independent benchmarking review of Directors' remuneration. Ellason is an independent advisory firm that specialises in executive remuneration and has no other connection with the Company or individual Directors. Ellason's review considered two main comparator groups: 'Private equity focused' comparators based on externally managed private equity focused funds listed on the FTSE All-Share; and, Size' comparators based on the 40 closest funds listed on the FTSE All-Share as measured by market capitalisation, captured as the 20 trusts above and below PIN. The review found that the Company's Directors were paid significantly below the sector median, despite facing a materially higher-than-average time commitment, which measured by scheduled Board meetings each year, sits in the top quartile of both peer groups. Having not undertaken a comprehensive benchmarking exercise for many years, and following completion of the Company's strategic review, the Board carefully considered Ellason's report. Based on the findings, and having taken advice from Ellason, the Board determined that it was appropriate to re-base Directors' fees to better reflect the responsibilities and time commitments associated with the roles and proposes increasing the annual base fee for Non-Executive Directors to £56,000 and the Chair's annual fee to £97,000, which were the levels Ellason recommended. These fee levels would position the Company broadly around the median of the private equity-focused investment trust sector. The review concluded that the existing premium fees paid to the Chair of the Audit Committee and Senior Independent Director should remain the same, as the increase in base fee would position the total fee paid competitively against peers. As these increases exceed the increase with CPI as currently permitted under the Remuneration Policy, a resolution to approve a revised Policy, as stated below, will be put to shareholders at the 2026 AGM to enable the rebasing of Directors' fees. Subject to shareholder approval, the Directors' fees will increase in line with the proposed changes from 15 October 2026. A further ordinary resolution will seek approval to increase the maximum aggregate annual remuneration payable to Directors under the Articles of Association from £450,000 to £500,000 to enable these increases while retaining some flexibility for future increases and recruitment. ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 86 --- DIRECTORS' REMUNERATION REPORT ## The Policy The Board's policy is that remuneration of Non-Executive Directors should reflect the experience of the Board as a whole and is determined with reference to comparable organisations and appointments. The level of remuneration has been set in order to attract individuals of a calibre appropriate to the future development of the Company and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors, and the value and amount of time committed to the Company's affairs. The Company's policy remains that smaller, incremental increases to Non-Executive Director fees are preferable to larger, less frequent adjustments. Following the proposed fee increases detailed in this report, the Committee expects to return to smaller incremental adjustments until its next benchmarking exercise, expected in 2029. There are no performance conditions attaching to the remuneration of the Directors as the Board does not believe that this is appropriate for Non-Executive Directors. The Directors do not receive pension benefits or share options. Nor do they participate in long-term incentive schemes. All Directors act in a non-executive capacity, and the fees for their services are approved by the whole Board. The fees for the Directors are determined within the limits set out in the Company's Articles of Association, or any greater sum that may be determined by ordinary resolution of the Company. ## Directors' remuneration components From the date of appointment, Directors are entitled only to the fees set out below. Their remuneration is not performance related. The Company maintains regular dialogue with shareholders, and the Board will consider any views received on Directors' fees when undertaking the annual fees review. Remuneration types are as follows: **Fixed Fees** – Annual fees are set for each Director, taking into account the Board's overall experience and fees paid by comparable organisations for similar appointments. When recommending any changes, the Committee will consider wider factors, including average inflation since the last review and changes in the complexity of Directors' duties, such as additional time commitments arising from increased regulatory or corporate governance requirements. Total fees paid to all non-executive Directors, excluding remuneration for special or additional services described below, must not exceed £500,000 per year, or any higher amount approved by ordinary resolution of the Company. **Expenses** – Directors are entitled to reimbursement of all travel, hotel and other expenses properly incurred in attending Board or shareholder meetings, or otherwise in carrying out their duties as Directors (including any tax incurred thereon). The Chair does not participate in any discussions relating to his own fee, which is determined by the other Directors. There are no other additional fees payable for membership of the Board's Committees. Fees for any new Director appointed will be made on the above basis. Subject to shareholder approval at the 2026 AGM, this Policy will be effective from 14 October 2026. | | Expected fees for the year to 31 May 2027 | | | | --- | --- | --- | --- | | | 1 June 2026 to 14 October 2026 (annualised fee) | 15 October to 31 May 2027 (annualised fee, subject to approval of the policy change at the 2026 AGM) | Year to 31 May 2026 | | Chair | £91,100 | £97,000 | £88,600 | | Chair of the Audit Committee | £63,600 | £71,100 | £61,800 | | Senior Independent Director | £54,400 | £61,900 | £52,900 | | Other Directors | £48,500 | £56,000 | £47,100 | Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 87 --- ## DIRECTORS' REMUNERATION REPORT--- ### Directors' service contracts None of the Directors has a contract of service with the Company. Each Director has entered into terms of appointment as a Non-Executive Director of the Company. Following his retirement from the Board on 15 October 2026, Mr Burgess was engaged as a consultant for a short period to assist with the renegotiation of the management fee with Pantheon. No fees were paid to Mr Burgess during this period. There has been no other contract or arrangement between the Company and any Director at any time during the year. Under the Articles of Association, each Director shall retire and be subject to re-appointment at the first AGM following appointment, and at least every three years thereafter. After nine years' service, Directors are subject to annual re-appointment. Following the Company's inclusion in the FTSE 250, and in accordance with the AIC Code, all Directors are subject to annual re-election at each AGM. There are no agreements between the Company and its Directors concerning compensation for loss of office and no payments for loss of office were made during the year. Any views expressed by shareholders on the fees being paid to Directors would be taken into consideration by the Board. ### Approval The Directors' Remuneration Report was approved by the Board of Directors and signed on its behalf by: Tony Morgan Chair 3 August 2026 ---Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 88 --- ## DIRECTORS' RESPONSIBILITY STATEMENT The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable laws and regulations. Company law requires the Directors to prepare Financial Statements for each financial year. Under that law, they have elected to prepare the Financial Statements in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), comprising FRS 102 and the Statement of Recommended Practice issued by the Association of Investment Companies (the "AIC SORP"). Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company as at the end of each financial year and of the profit or loss of the Company for that period. In preparing these Financial Statements, the Directors are required to: - Present a true and fair view of the state of affairs and of the profit or loss of the Company; - Select suitable accounting policies in accordance with UK Accounting Standards and the AIC SORP and then apply them consistently; - Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; - Make judgements and estimates that are reasonable and prudent; - State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and - Prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for preparing the Strategic Report, the Directors' Report, the Directors' Remuneration Report, the Corporate Governance Statement and the Report of the Audit Committee in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the UK Listing Rules ("UKLR") and the Disclosure Guidance and Transparency Rules. The Directors have delegated responsibility to the Manager for the maintenance and integrity of the Company's corporate and financial information included on the Company's website (www.pantheon-international.com). Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Each of the Directors, whose names are listed on pages 61 to 63, confirms that to the best of their knowledge: - The Financial Statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and - The management report, which is incorporated in the Directors' Report and Strategic Report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. The UK Corporate Governance Code requires Directors to ensure that the Annual Report and Financial Statements are fair, balanced and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit Committee advises on whether it considers that the Annual Report and Financial Statements fulfil these requirements. The process by which the Audit Committee has reached these conclusions is set out in its report on pages 80 to 83. As a result, the Board has concluded that the Annual Report and Financial Statements for the year ended 31 May 2026, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. Signed on behalf of the Board by Tony Morgan Chair 3 August 2026 Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 89 --- # INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC ## Opinion We have audited the financial statements of Pantheon International PLC (the "Company") for the year ended 31 May 2026 which comprise the Income Statement, the Statement of Changes in Equity, the Balance Sheet, the Cash Flow Statement, and the related Notes 1 to 26, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: - give a true and fair view of the Company's affairs as at 31 May 2026 and of its profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - have been prepared in accordance with the requirements of the Companies Act 2006. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## Independence We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting the audit. ## Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included: - Confirming our understanding of the Company's going concern assessment process and engaging with the Directors and the Company Secretary to determine if all key factors were considered in their assessment; - Inspecting the Directors' assessment of going concern, including the portfolio cash flow forecast, for the periods covering at least 12 months from the date the financial statements were authorised for issue. In preparing the portfolio cash flow forecast, the Company has concluded that it is able to continue to meet its ongoing costs as they fall due; - Reviewing the factors and assumptions as applied to the portfolio cash flow forecast and the liquidity assessment of the investment portfolio. We considered the appropriateness of the methods used to calculate the portfolio cash flow forecast and the liquidity assessment and determined, through testing of the methodology and calculations, that the methods, inputs and assumptions utilised were appropriate to be able to make an assessment for the Company; - In relation to the Company's borrowing arrangements, inspecting the Directors' assessment of the risk of breaching the loan facility covenants as a result of a reduction in the value of the Company's portfolio. We recalculated the Company's compliance with loan facility covenants in the scenarios assessed by the Directors, who also performed reverse stress testing in order to identify what factors would lead to the Company breaching the financial covenants; - Considering the mitigating factors included in the portfolio cash flow forecasts and covenant calculations that are within the control of the Company; and - Reviewing the Company's going concern disclosures included in the Annual Report in order to assess that the disclosures were appropriate and in conformity with the reporting standards. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of issue of these financial statements. In relation to the Company's reporting on how they applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 90 --- # INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC ## Overview of our audit approach | Key audit matters | – Risk of incorrect valuation of unlisted investments at fair value | | --- | --- | | Materiality | – Overall materiality of £21.5m which represents 1% of shareholders' funds | ## An overview of the scope of our audit ### Tailoring the scope Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness of controls, the potential impact of climate change and changes in the business environment when assessing the level of work to be performed. All audit work was performed directly by the audit engagement team. ### Climate change Stakeholders are increasingly interested in how climate change will impact Pantheon International PLC. The Company has determined that the most significant future impacts from climate change on its operations will be from changes in regulations that may adversely affect their underlying portfolio investments. These are explained on page 50 of the Strategic Report, which forms part of the "Other Information", rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on "Other information". In planning and performing our audit, we assessed the potential impacts of climate change on the Company's business and any consequential material impact on its financial statements. Our audit effort in considering climate change was focused on the adequacy of the Company's disclosures in the financial statements as set out in Note 1 and conclusion that there was no material impact from climate change on the financial statements. We also challenged the Directors' considerations of climate change in their assessment of viability and associated disclosures. Based on our work, we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key audit matter. ### Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. ![Three colored squares: pink, blue, and red.]() Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 91 --- ## INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC | Risk | Our response to the risk | Key observations communicated to the Audit Committee | | --- | --- | --- | | **Incorrect valuation of unlisted investments at fair value (£2,363m, 2025: £2,435m)***Refer to the Audit Committee Report (page 80); accounting policies (page 103); and Note 9 of the Financial Statements (page 112)* The unlisted investment portfolio represents 110% of the Net Asset Value ('NAV') of the Company and consists of investments in: - Third party managed funds; and - Funds or entities managed by Pantheon. Within this investment portfolio are a pool of investments attributed to the Company's Asset Linked Note liability of £17m (2025: £22m). The valuation of the assets held in the investment portfolio is the key driver of the Company's net asset value and total return. Incorrect investment valuation could have a significant impact on the return generated by the shareholders. We attribute a higher risk of estimation uncertainty to a portfolio of this nature. We therefore deem the valuation of unlisted investments at fair value to be a fraud and significant audit risk. | **We performed the following procedures:** We obtained an understanding of Pantheon's processes and controls surrounding the investment valuation process, including controls that are in place within the Company and operated or performed by Pantheon, by performing a walkthrough to assess the design and implementation of controls in place. We corroborated our understanding of the process through attendance at a number of Valuation Committee meetings throughout the year. We performed the following procedures for a sample of investments across all types of investments: - We obtained independently the most recently available capital allocation statements or direct confirmations from the relevant General Partner and compared the NAV of the investment attributable to the Company to the valuation recorded in the accounting records. - Where the most recently available capital allocation statements were non-continuous with the reporting date, we obtained details of adjustments for cash flows and fair value made by Pantheon and corroborated these to call and distribution notices and bank statements. - For a sample of new investments during the year, we obtained and reviewed the due diligence performed by Pantheon to ensure that the investment recommendation pack was prepared prior to making new investments. - For a sample of realised investments during the year, we agreed the proceeds of the disposal to the capital allocation statements and performed back testing by comparing the sale price and subsequent cash receipts to the most recent valuation recorded by the Company for the investment. - We reviewed the investment valuations and inquired of Pantheon regarding any potential fair value adjustments as a result of updated information received or observable market movements and obtained evidence to confirm these were immaterial to the Company's financial statements. - For a sample of investments which were valued by an external valuer engaged by Pantheon, we reviewed the valuation calculation, agreed inputs to supporting evidence and assessed the competency of the external valuers. | The results of our procedures identified no material misstatement in relation to the risk of incorrect valuation of unlisted investments. | Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 92 --- ## INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC | Risk | Our response to the risk | Key observations communicated to the Audit Committee | | --- | --- | --- | | Incorrect valuation of unlisted investments at fair value (continued) | We performed the following additional procedures for investments in third-party managed funds and Co-investments which are audited on an annual basis and for which periodic fair value information is provided to the Company: – Inspected the Generally Accepted Accounting Principles ('GAAP') applied and reviewed accounting policies on key areas impacting the NAV and compared these to the fair value requirements within FRS 102. – Compared the NAV as set out in the audited financial statements to the capital allocation statements which are coterminous with the financial statements' year-end date for a sample of investments with balances which are above our performance materiality. – Determined whether the audit firm signing the financial statements was a recognised audit firm and checked whether there were any modifications made to their audit reports. | | | | We performed the following additional procedures for investments in co-investment vehicles or third-party managed funds which are not audited on an annual basis: – We obtained the fair value calculations supporting the value held by the Company and, where applicable, agreed key inputs to supporting evidence. – For investment vehicles with audited sponsor funds, we inspected the GAAP applied by the sponsor fund and reviewed accounting policies on key areas impacting the NAV and compared these to the fair value requirements as set out in FRS 102. – For investments in our sample that were recently purchased, we assessed whether cost is a reasonable proxy for fair value. | | Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 93 --- ## INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC | Risk | Our response to the risk | Key observations communicated to the Audit Committee | | --- | --- | --- | | Incorrect valuation of unlisted investments at fair value (continued) | We performed the following additional procedures for investments in funds and entities managed by Pantheon: – Inspected the GAAP applied and reviewed accounting policies on key areas impacting the NAV and compared these to the fair value requirements as set out in FRS 102. – Compared the NAV reported in the audited financials to the capital allocation statements which are coterminous with the financial statements' year-end date for a sample of investments. – Determined whether the audit firm signing the financial statements was a recognised audit firm and checked whether there were modifications made to their audit report. – For unaudited investments, we performed a lookthrough into the investments held by the entity to determine whether the underlying holdings were subject to audit. For those that are audited, we inspected the GAAP applied by the underlying holdings and reviewed accounting policies on key areas impacting the NAV and compared these to the fair value requirements as set out in FRS 102. – Where the internally managed fund and its underlying investments were not audited, we obtained the fair value calculations supporting the value held by the Company and, where applicable, agreed key inputs to the supporting evidence. | | ≡ Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 94 --- # INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. Materiality The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures. We determined materiality for the Company to be £21.5m (2025: £22.2m), which is 1% (2025: 1%) of shareholders' funds. We believe that shareholders' funds provides us with materiality aligned to the key measure of the Company's performance. During the course of our audit, we reassessed initial materiality and made no changes to the basis of calculation from our original assessment at the planning stage. Performance materiality The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessments, together with our assessment of the Company's overall control environment, our judgment was that performance materiality was 75% (2025: 75%) of our planning materiality, namely £16.1m (2025: £16.7m). We have set performance materiality at this percentage due to our understanding of the control environment that indicates a lower risk of material misstatements, both corrected and uncorrected. Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £1.07m (2025: £1.10m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. Other information The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: - the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or - certain disclosures of Directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 95 --- # INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC ## Corporate Governance Statement We have reviewed the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: - The Directors' statement with regard to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on pages 67 and 68; - The Directors' explanation as to their assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page 59; - The Directors' statement on whether they have a reasonable expectation that the group will be able to continue in operation and meets its liabilities set out on pages 67 and 68; - The Directors' statement on fair, balanced and understandable set out on page 89; - The Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 51 to 53; - The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on page 78; and; - The section describing the work of the Audit Committee set out on page 80. ## Responsibilities of Directors As explained more fully in the Directors' responsibilities statement set out on page 89, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. ## Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. ## Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. - We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies Act 2006, the Listing Rules, the UK Corporate Governance Code, the Association of Investment Companies' Code and Statement of Recommended Practice, Section 1158 of the Corporation Tax Act 2010 and The Companies (Miscellaneous Reporting) Regulations 2018. - We understood how the Company is complying with those frameworks through discussions with the Audit Committee and the Company Secretary and a review of Board minutes and the Company's documented policies and procedures. Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 96 --- # INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PANTHEON INTERNATIONAL PLC - We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by considering the key risks impacting the financial statements. We identified a fraud risk with respect to management override in relation to investments in funds and entities managed by Pantheon and investments in third-party managed funds and co-investment vehicles which are not audited on an annual basis. Further discussion of our approach is set out in the section on the key audit matters above. In addition, we performed tests of journal entries, focusing on unusual and year-end manual journals. - Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved a review of Pantheon and the Company Secretary's reporting to the Directors with respect to the application of the documented policies and procedures and review of the financial statements to confirm compliance with the reporting requirements of the Company. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. ### Other matters we are required to address Following the recommendation from the Audit Committee, we were appointed by the Company on 2 December 2019 to audit the financial statements for the year ended 31 May 2020 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments is seven years, covering the years ended 31 May 2020 to 31 May 2026. The audit opinion is consistent with the additional report to the Audit Committee. ### Use of our report This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report or for the opinions we have formed. Ahmer Huda (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 3 August 2026 Strategic Report (1) Manager's Review Strategic Report (2) Governance Financial Statements Other Information Pantheon International Plc Annual Report and Accounts 2026 | 97