### ANNUAL REPORT
## Investing in private
## companies to generate
## long-term growth
## 24 20
### The year in Business Strategic report Governance Financials Other
## NB Private Equity Partners
### numbers model
## (“NBPE”) is the only London-
## 01 02
## listed company focused
## exclusively on private equity
### Chairman’s Manager’s
### statement review
## co-investments
## 09 14
### NBPE provides investors with access to leading private
### companies worldwide alongside some of the world’s leading
### private equity managers. Neuberger Berman manages and Top 20 Responsible
### executes NBPE’s investment strategy, with NBPE benefitting companies investment
### from the global resources, network of relationships and
### expertise of Neuberger Berman’s private equity professionals.
## 23 25
NB Private Equity Partners Annual Report 2024

| STRATEGIC REPORT | GOVERNANCE | FINANCIALS |
| --- | --- | --- |
| Overview 01 | Governance overview 44 | Independent Auditor’s report 69 |
| Business model 02 | The Board 45 | Consolidated financial statements 74 |
| Chairman’s statement 09 | Corporate governance 47 | Notes to consolidated financial |
| KPIs 12 | Directors’ report 55 | statements 80 |
| Manager’s review 14 | Investment objective and policy 58 | OTHER |
| Top 20 companies 23 | Remuneration report 59 | AIFMD Disclosures 97 |
| Responsible investment 25 | Report of the Audit Committee 62 | Schedule of investments 99 |
| People & culture 31 | Statement of Compliance | Appendix 102 |
| Stakeholder engagement 34 | with the AIC Code of | Glossary 107 |
| Risk management 36 | Corporate Governance 66 | Directors, Advisers and |
| Principal risks and uncertainties 39 | Statement of Directors’ | contactinformation 109 |
| Going concern and viability | responsibilities 67 | Useful information 110 |
| statements 41 |  | How to Invest 112 |

Endnotes 113
NBPE Overview

# The year in numbers

In 2024, NBPE's private company investments grew in value by 6.9%, which was offset by quoted holdings and foreign exchange.

**Peter von Lehe, JD**
Managing Director,
Head of Investment Solutions and Strategy
Private Markets

## Performance highlights

12 months to 31 December 2024

**1.5%**

NAV Total Return

**4.8%**

Dividends yield on share price

**(1.1%)**

Total Shareholder Return

**1.8x**

Average multiple of cost on realisations

**$0.94**

Dividends per share

**$179m**

Proceeds received in 2024

## Net asset value ("NAV") growth

Cumulative to 31 December 2024 (% Total Return)

|  One year | 19.2%  |
| --- | --- |
|   | 1.5%  |
|  Three years | 22.0%  |
|   | -4.0%  |
|  Five years | 73.9%  |
|   | 64.8%  |

■ MSCI World Index Total Return ($)¹
■ NBPE NAV Total Return ($)¹

» See endnotes on pages 113-114

5

Strategy Report

Governance

Financials

Other

NB Private Equity Partners Annual Report 2024
2
Co-investment model Investment themes Structure and approachBusiness model
Strategic report Governance Financials Other
## Business model
### Co-investment
### NBPE’s co-investment model combines
Benefits of the co-investment model include:
### thebenefits of direct investment with
## manager diversification. 01 Fee eciency
– NB pays no management fee and carried
David Stonberg
interest on the vast majority of all deals
Managing Director,
Deputy Head of NB Alternatives
Capital eciency
and the Global Co-Head of
Private Equity Co-Investments – Control over the investment
decisionatentry
– Focus on the best opportunities
– Ability to build a diversified portfolio
through bottom-up investment
NB Private Equity Partners Annual Report 2024
More about our co-investment strategy P03
### Investment themes Structure and approach
Our bespoke co-investment approach NBPE’s co-investment approach blends
focuses on two key themes: the advantages of direct investments
## 02 03
with diversification across private equity
manager, sector and company size.
Long-term secular growth trends P06
Businesses with low expected cyclicality P06 More about our structure and approach P07
3
Co-investment model Investment themes Structure and approachBusiness model
Strategic report Governance Financials Other
## What is a co-investment?
Joana Rocha Sca
### Direct investments into a private company
Managing Director,
### alongside a private equity manager Head of Europe Private Equity
### Typical private equity investment GENERAL
Management fee
PARTNER
A typical private investment is accessible to Private equity
fund manager
investors through private equity funds, which
Performance fee
are pooled investment vehicles managed by
private equity firms, investing in a number of
## 01
underlying companies. The fund’s purpose is to INVESTOR PORTFOLIO COMPANY
PRIVATE
invest in private companies, aiming to enhance EQUITY FUND
INVESTOR PORTFOLIO COMPANY Partnership
their value through active management,
operational improvements, andstrategic
INVESTOR PORTFOLIO COMPANY
growth initiatives. Investors in a fund structure
pay fund fees (typically 1.5 – 2% management
NB Private Equity Partners Annual Report 2024
fee and 20% carried interest) to the underlying
private equity manager.
### Co-investment CO-INVESTOR
Direct co-investment
NBPE
A co-investment is a direct private equity
investment in which the co-investor invests
GENERAL PRIVATE PORTFOLIO
directly into a single company alongside a PARTNER EQUITY FUND COMPANY
private equity fund. The co-investor has the Private equity Partnership
fund manager
benefit of full due diligence in order to make
their investment decision. Operating control
of the company remains with the private
equity manager while the co-investor invests
equity as a minority investor. Co-investments
are typically made on a no management fee
orcarried interest basis.
4
Co-investment model Investment themes Structure and approachBusiness model
Strategic report Governance Financials Other
### Neuberger Berman
## Leveraging

| Neuberger Berman’s | $135bn | 4,870+ | 35+ years |
| --- | --- | --- | --- |
|  | Private Markets platform | number of co-investments | serving as a capital solutions |
|  |  | reviewed across the platform | provider for private managers |

## $135bn Private
since 2009 – 9% completion rate
## Markets platform

|  | $44bn |  | 400+ | 25 years |
| --- | --- | --- | --- | --- |
|  |  | 7 |  | average experience among |
| NB’s co-investment capabilities include deal sourcing, | co-investment capital |  | private equity |  |
|  |  |  | manager relationships | NB managing directors |

evaluation and execution of strategic co-investment
opportunities. This allows NBPE to build a high-quality
diversified portfolio of privately owned companies.
*
### NB Private Markets platform
NB Private Equity Partners Annual Report 2024
## $44bn $8bn
7 Direct specialty
Co-investments
strategies
## $38bn $9bn
Primaries Capital solutions
## $135bn
## $19bn $18bn
Secondaries Private debt
Anthony Tutrone
Managing Director,
* Total may not sum due to rounding
Global Head of NB Alternatives
›› See endnotes on pages 113-114
5
Co-investment model Investment themes Structure and approachBusiness model
Strategic report Governance Financials Other
### Traditional Co-underwrite Mid-life
Dierent types When a private equity manager invests When a private equity manager When a private equity manager has held
in a company and subsequently looks partners with asingle investor or an asset for several years but requires
tosyndicate or oer aportion of that asmall group ofinvestors in order to additional capital for strategic initiatives
## of co-investment
investment to other investors after the execute aspecific transaction. or to return capital to other investors.
transaction has been signed. Atrusted partner like NB can provide
NBPE invests in a variety of co-investments
capital and crucially the private equity
ofdierent complexity across traditional,
manager maintains control of the asset.
co-underwrite, and mid-life transactions,
INVESTOR INFLUENCE
sourced by the NB private markets platform.
LOW HIGH HIGH
NBPrivate Markets seeks to partner with
best-in-class private equity managers as a Investors can only decide on the size Co-investors are granted greater Co-investor often proactively sources
capital solutions provider. In recent years, the of the investment they wish to access to due diligence and other transaction from their network of
liquidity-constrained environment has led to participate in. aspects ofthe transaction. relationships, helping set deal terms
more co-investment capital being committed and structure.
WHAT TYPE OF CHARACTERISTICS?
across the NB Private Markets platform toward
Broad set of General Partner (“GP”) relationships Broad set of GP relationships Broad set of GP relationships
solutions-oriented or complex opportunities,
Experienced team, strong investment process Experienced team, strong investment process Experienced team, strong investment process
such as co-underwrite and mid-life co-
Appropriate operational infrastructure Appropriate operational infrastructure Appropriate operational infrastructure
investment transactions. Specifically, in 2024,

|  | Large and well-resourced team | Large and well-resourced team |  |
| --- | --- | --- | --- |
| NBPE committed to four new deals: three | Sizeable primary investor | Sizeable primary investor |  |
| were mid-life transactions, and one was a | Trust built over time with GPs | Trust built over time with GPs |  |
| co-underwrite. | Focused sourcing eort | Focused sourcing eort |  |
|  | Operate at high urgency | Operate at high urgency |  |
|  | Ability to ‘write big cheques’ | Ability to ‘write big cheques’ | NB Private Equity Partners Annual Report 2024 |

Ability to lead diligence
Ability to price and structure
Ability to navigate auction processes
BARRIERS TO ENTRY
LOW TO MODERATE HIGH HIGH
INVESTMENT PERIOD REALISATION WINDOW
## Co-investment Mid life Typical hold period 2-4 years
Co-underwrite Typical hold period 3-5 years
## lifecycles
Traditional Typical hold period 3-5 years
Point of entry
LOWER HIGHERCOMPLEXITY
YEARS 0 1 2 3 4 5 6 7
6
Co-investment model Investment themes Structure and approachBusiness model
Strategic report Governance Financials Other
## Investing in private
## companies to generate
## long-term growth
### Long-term secular growth trends Businesses with low expected
## 02 cyclicality
We choose companies that are expected
tobenefit from higher growth rates due These companies tend to be characterised
tolong-term trends orbehaviour changes. bymore defensive sectors or end markets.
– Companies which exploit structural changes – Generally companies which are less
driven by changes in customer demand susceptible to changes in overall GDP
NB Private Equity Partners Annual Report 2024
– Creates new sources of demand, which – May oer reasonable downside protection
can often be sustainable over long periods during periods of economic contraction
(versus more cyclical demand)
– Can often be ‘essential services’ or
– Not confined to any one type of quasi-infrastructure, such as waste
business sector management, insurance or mission-
critical products or services
Jonathan Shofet
Managing Director,
Global Head of Private Investment
Portfolios and Co-Investments
7
Co-investment model Investment themes Structure and approachBusiness model
Strategic report Governance Financials Other
Listed Private Equity funds serve as a bridge NBPE’s co-investment approach blends the
between private and public equity, and are advantages of both, with direct investments
## Benets of
generally categorised into specialist ‘single into private companies whilst still oering
manager’, direct investors and highly diversification across private equity manager,
diversified ‘fund of funds’. sector and company size.
## our structure
## and approach
Portfolio company diversification
## <40 80 500+
NBPE oers investors exposure to a well-diversified
portfolio of companies, with visibility of key
## 03
underlying positions.
Number of private equity managers
## Investing alongside numerous leading private 1 51 50 –75+
equity managers limits typical single manager
and strategy risk.
NB Private Equity Partners Annual Report 2024
Key Over commitment level
## NBPE’s deal-by-deal investment approach means Ver y low Medium High
that it can be more capital ecient and remain fully
### NBPE
invested without taking on over-commitment risk.

|  | Fees |  | Total fees |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Typical single |  | 9 | Management fee |  |  | 1.5% |  |  | 1.5% |  | 0.8–1.5% |  |
|  | 98% | of NBPE’s direct |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  | + | management fee |  |  | management fee |  |  | management fee |  |
| management | investment portfolio |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | Performance fees |  |  |  | + |  |  | + |  |  |
|  | byfair value incurs |  |  |  |  |  |  |  |  |  |  | + |

+
neither management Underlying fees
## 7.5% 15–20% 20%
nor performance fees
performance fee performance fee performance fee
tounderlying third-
### Typical fund +
party managers.
## of funds 1.5–2.0%
underlying fees
›› See endnotes on pages 113-114
8
Co-investment model Investment themes Structure and approachBusiness model
Strategic report Governance Financials Other
### Strong track record
## Portfolio overview
### A portfolio of 80 companies alongside
## 2.3x 15%
### 51 private equity managers Average multiple of cost on Average gross IRR on direct equity
10
realisations investments
five years five years
Paul Daggett, CFA
Managing Director,
Member of Investment Committee
## 35%
10
Average uplift on realisations
five years
### Portfolio snapshot
NB Private Equity Partners Annual Report 2024
## $1.3bn 76%
Portfolio Fair value in Top 30 companies

| 8.0% |  | 13.1% |  |
| --- | --- | --- | --- |
|  | 11 |  | 11 |
| LTM revenue growth |  | LTM EBITDA growth |  |
| (at December 2024) |  | (at December 2024) |  |

## 94% 6.9%
Fair value in private investments Aggregate increase in private
company valuations (ex-FX)
›› See endnotes on pages 113-114
Chairman's statement

![img-0.jpeg](img-0.jpeg)

© See estimates on pages 118-118

NBPE ended the year with net assets of $1.3 billion ($27.53 per share), reflecting a total return of 1.5% in 2024. The private companies performed well, generating a 6.9% increase in value on a constant currency basis, offsetting the weaker performance from quoted holdings and changes in foreign exchange rates.

Underlying operating performance of the private companies largely drove the increases in value over the year. The portfolio generated last twelve months (LTM) revenue and EBITDA growth of 8.0% and 13.1%, respectively, on a weighted average basis. Many companies in the portfolio offer essential products or services that support the operations of other businesses, which we believe continues to position the portfolio well.

### 2024 investments performing well to date

The four new investments NBPE completed in 2024 are attractive long-term secular growth opportunities in healthcare, financial services and aerospace and defence. These investments introduce four new lead sponsors to NBPE's portfolio – TA Associates, EQT, Audax Private Equity and Leonard Green & Partners. Each of these are well-known, high-quality private equity managers with a compelling value proposition for these portfolio companies.

These 2024 vintage investments (~$93 million invested) are off to a strong start, and are already valued at a 1.1x gross multiple of capital, and have generated a 22% IRR on a combined basis as of 31 December 2024. This strong performance has been achieved despite a weighted average holding period of only 0.7 years and the Board is excited about the

TOTAL PROCEEDS RECEIVED

**$179m**
in 2024

Private Portfolio Increase

**6.9%**
constant currency basis

9

Financial Report

Governance

Financials

Other

NB Private Equity Partners Annual Report 2024
10
Chairman’s statement
prospects for each of these businesses, with the overall level of realisations after
Strategic report Governance Financials Other
whichare in the early days of their value- taking into consideration other capital needs,
## creation journey. such as dividends and share buybacks. Capital allocation approach
NBPE’scapital ecient co-investment
### Balance sheet strength
approach, with minimal outstanding

| The Company ended the year with an | commitments, also helps maintain balance |  |  |
| --- | --- | --- | --- |
|  |  | The Company’s capital allocation | In balancing these capital allocation pillars, |
| investment level of 102%, which is at the lower | sheet strength. Given the uncertain economic |  |  |
|  |  | framework is made up of two pillars: | the Board is focused on long-term shareholder |
| end of the long-term target investment level | environment, the Board believes NBPE’s |  |  |

returns and considers factors such as the
range of 100-110% (at 31 March 2025, co-investment model is a significant source of Allocating capital to NBPE’s investment
Company’s financial position, the discount
theinvestment level was unchanged at 102%). strength, enabling the Company to have full programme
toNAV, NBPE’s investment level relative to

| As of 31December 2024, the Company had | control over the pacing of new investments. |  |  |
| --- | --- | --- | --- |
|  |  | – Principal use of capital overthe long term | targets and the vintage year diversification of |
| available liquidity of $283 million (comprised |  | – Driver of NAV growth overtime |  |

the portfolio. In February 2025, inconjunction
### Discounts persist in the listed
of $73million of cash/liquid investments and – Target investment level range
with a revision to the capital allocation policy,
### private equity sector
$210million of available capacity on the of 100%-110%
the Board significantly increased the amount
Company’s credit facility). NBPErepaid the During the first half of 2024, the environment
of capital reserved forshare buybacks to
Returning capital to shareholders in the form
2024 ZDP final entitlement of£65 million for Listed Private Equity was characterised by
$120million over the next three years.
of dividends and buybacks

| ($85million) at maturity in October 2024 using | heightened uncertainty following a period of |  |  |
| --- | --- | --- | --- |
|  |  | – Long-term dividend policytargeting | By maintaining the current dividend level |
| cash from realisations held on the balance | optimism at the end of2023. This optimism |  |  |
|  |  | >3.0% ofNAV annually | andfully utilising the additional capital |
| sheet. Maintaining balance sheet strength | had resulted in NBPE’s discount narrowing |  |  |
|  |  | – $120 million reserved forshare buybacks | allocated for buybacks, NBPE could return |
| is a core focus for the Board, which expects the | from over 30% to the mid 20% range but, |  |  |
|  |  | over the next three years | approximately $250 million to shareholders |
| pace of new investments to remain balanced | asthe year progressed, discounts remained |  |  |

over the next three years.
Capital allocation over time
SUMMARY BALANCE SHEET CAPITAL ALLOCATION (2022–2025)
NB Private Equity Partners Annual Report 2024
31 Dec 2024 31 Dec 2023 The Board believes that NBPE’s discount of
$m (Audited) (Audited) 220
approximately 33% (at 25 April 2025) presents

|  |  |  |  | Capital allocated to | Significant increase |  |
| --- | --- | --- | --- | --- | --- | --- |
| Direct equity investments $1,269.5 $1,223.5 |  |  | 200 |  |  |  |
|  |  |  |  | buybacks but largely | in capital allocated | a compelling opportunity for investors to |
| Income investments $24.3 $90.0 |  |  | 180 | unused | to share buybacks in |  |
|  |  |  |  |  | 2025 and revised | access a portfolio of high-quality direct private |
|  | * |  | 160 |  | parameters |  |
| Total investments |  | $1,297.6 $1,321.3 |  |  |  |  |

equity co-investments alongside leading
140
Investment level 102% 101%
private equity managers in a fee-ecient and
120
Cash and Cash Equivalents/Liquid Investments $72.8 $165.8
100 capital-ecient structure.
Credit facility drawn ($90.0) ($90.0)
80
ZDPs - ($80.4) 60
Other ($7.0) ($11.2) 40
20
Net Asset Value $1,273.3 $1,305.5
0
NAV per share ($) $27.53 $28.07 2022 2023 2024 2025 YTD
As of 25 April 2025
NAV per share (£) £21.98 £22.02
Investments Dividends Share buybacks
* Total investments include approximately $3.8 million of fund investments as of 31 December 2024
and$7.8 million as of 31 December 2023
Numbers may not sum due to rounding
11
Chairman’s statement
### stubbornly in place and widened throughout Realisation activity reflects NBPE is the only London-listed Outlook
Strategic report Governance Financials Other
the year. NBPE’s discount was narrower than
### the high-quality assets within investment company solely
NBPE’s portfolio remains well-positioned,
many of its peers and its share price total
### NBPE’s portfolio focused on co-investments benefitting from Neuberger Berman’s
return over the year was (1.1%)¹.
disciplined, ‘all-weather’ investment

|  | Overall exit activity increased in 2024 relative | The Company is dedicated to investing into |  |
| --- | --- | --- | --- |
| As a result of the persistent discount, and |  |  | approach. The macro environment remains |
|  | to the previous year, though exit options | direct equity co-investments, made |  |
| following consultation with shareholders and |  |  | challenging, with the evolving landscape of |
|  | remained more constrained: IPOs were | alongsidesome of the best private equity |  |
| Company advisers, in February 2025, the |  |  | taris in the U.S. and resulting geopolitical |
|  | largelyinactive and strategic acquirors scarce. | managers globally. |  |
| Board announced that it was reserving $120 |  |  | tensions. The Board is pleased with the |

Although volumes remain subdued, high-
million for share buybacks over the next three The benefits of this model are significant: Manager’s proactive outreach eorts to assess
quality assets continued to trade at full prices.
years, subject to certain criteria. This decision the potential impact on NBPE’s portfolio and
Minority sales and continuation funds have – Fee eciency: no dual layer of fees on the
reflects the Board’s confidence in NBPE’s the conclusion that taris are expected to have
become more prevalent inthis environment. vast majority of co-investments
portfolio and highlights the NAV accretion that a limited direct impact. Further detail is
Against this backdrop however, NBPE’s
– Capital eciency: invest deal by deal with
buybacks oer in today’s environment and at provided in the Manager commentary on
3
portfolio generated $179million of cash
the ability to adjust pace as needed
current discount levels. Through 25 April 2025, page 14. However, the current environment
realisations. The Board believes this highlights
NBPE has repurchased approximately 624k – Portfolio construction: direct co- remains highly fluid and uncertain and the
the quality of many of the assets within the
shares for $12.3 million at a weighted average investments spread across more than 50 Board recognises that the performance of
portfolio. Nearly three-quarters of realisations
discount of 29%, resulting in a NAV accretion private equity managers, oering access underlying companies may vary to dierent
(~$128 million) came from full exits and partial
ofapproximatley $0.10 per share. and diversification benefits degrees if the challenges in the macro
realisations including minority sales, exits,
– Preserve balance sheet strength: environment persist or worsen.
In early April 2025, NBPE’s share price and GPliquidity options and dividends. Another
no o-balance sheet, long-term
discount widened materially due to market 13% came from the sell-downs of quoted NBPE is partnered with premier private equity
unfunded commitments

| volatility following the announcement by the | holdings, which represent 7% ofthe portfolio |  | managers that are highly skilled at adapting |  |
| --- | --- | --- | --- | --- |
| U.S. Administration of taris and the | at the end of 2024, while 15% of the portfolio | The Company’s Investment Manager, the | their portfolio companies to reflect the nature |  |
| subsequent global market sell o driven by | realisations came from the legacy income | private equity division of Neuberger Berman, | of their respective operating environments. | NB Private Equity Partners Annual Report 2024 |
| macroeconomic and geopolitical uncertainty. | investment portfolio. NBPE’s portfolio | executes the Company’s strategy and sources | This active management approach is one of the |  |
| Although, in recent weeks, NBPE’s share price | comprises a seasoned group of private equity | private equity opportunities, leveraging its | significant benefits of private equity |  |
| and discount have managed to recover some | companies, with a weighted average age of | $135 billion private equity platform. | ownership, particularly during periods of |  |
| ground, the discount remains wider than it has | 5.2 years at year-end. These companies are |  | economic uncertainty. Despite current |  |

The portfolio is focused on two key themes:
been in recent times and the Board is watching mature and well advanced in their value- challenges, the Board remains confident that
long-term secular growth and/or businesses
this with vigilance. creation journeys, which the Board believes the composition of the underlying portfolio,
with lower expected cyclicality with a focus on
positions the portfolio well. the positioning of the balance sheet and
industry-leading business models that can drive
co-investment model will enable the portfolio
cash flow generation. Neuberger Berman
to continue to deliver long-term value creation
partners with some of the most well-resourced
for Shareholders.
and experienced private equity managers
globally; the ability of these private equity William Maltby
managers to deliver performance across Chairman
25 April 2025
market cycles and to execute value-creation
plans at their underlying companies is what
drives growth and sets them apart.
›› See endnotes on pages 113-114
12
Key performance indicators
Strategic report Governance Financials Other
NAV Total Return ($) Total Shareholder Return (£) Dividend growth over time
Rationale Reflects the growth in the value of the Company’s assets Measures performance in the delivery of shareholder NBPE targets an annualised dividend yield of 3.0%
less its liabilities. It includes all the components of NBPE’s value, after considering share price movements (capital of NAV.
investment performance, is shown net of all costs, and growth) and any dividends paid in the period.
includes dividends paid.
Progress
– NAV Total Return increased by 1.5%¹ – Decrease of (1.1%)¹ in Share Price Total Return – Dividend maintained at $0.94 in 2024, a 3.4% yield

|  | – Five-year cumulative NAV Total Return of 68.8%¹; | during2024 | onNAV and a 4.8% yield on the share price at |
| --- | --- | --- | --- |
|  | three-year cumulative NAV Total Return of (4.0%)¹ | – Five-year cumulative Share Price Total Return of 62.1%¹; | 31December 2024 |
|  | – Performance driven by the 6.9% constant currency | three-year cumulative Share Price Total Return of (2.3%)¹ | – $360m of capital returned via dividends over |
|  | return from NBPE’s private portfolio companies |  | thepast10+ years through 31 December 2024 |
| Examples | – Performance and valuations of the | – Rate of NAV growth | – Available liquidity |

of related
underlyinginvestments – Share price performance relative to wider public – Proceeds received and expected during the year
factors that
we monitor – Eciency of NBPE’s balance sheet markets and listed private equity peer group – Investment pipeline
– Ongoing charges ratio – Level of discount in absolute terms and relative to the
wider listed private equity peer group
– Trading liquidity and demand for NBPE’s shares
Link to – Capital appreciation through growth in NAV – Shareholder returns through long-term capital growth – Returning capital to shareholders by paying
objectives
over time while returning capital by paying a semi- and dividend asemi-annual dividend
NB Private Equity Partners Annual Report 2024
annual dividend
– Share buybacks
NAV TOTAL RETURN CUMULATIVE, $ TOTAL SHAREHOLDER RETURN CUMULATIVE, £ DIVIDEND GROWTH $ PER SHARE
One year 1.5% One year -1.1% 0.58
2020

| 1.5% |  |  | (1.1%) |  |  | $0.94 |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024¹ |  | -4.0% |  |  |  | Dividends |  |  |
|  | Three years |  | 2024¹ | Three years | -2.3% |  | 2021 | 0.72 |
|  | Five years | 68.8% |  | Five years | 62.1% | 4.8% |  | 0.94 |

2022
yield on
share price
2023 0.94
## 10.1% 2024 0.94
five-year dividend
growth CAGR
›› See endnotes on pages 113-114
13
Key performance indicators
Strategic report Governance Financials Other

|  | Maintain healthy pace of |  | Invest selectively in new investment | Prudent and ecient balance |
| --- | --- | --- | --- | --- |
|  | realisations and uplift on exit |  | opportunities over time | sheet management |
| Rationale | Realisations are one of the drivers of NAV growth |  | Maintain a prudent investment pace based on the level | Maintaining a robust financial position and strong asset |
|  | and a source of liquidity to make new investments |  | of portfolio realisations, quality of investment pipeline | coverage in a range of forecast scenarios. |
|  | and dividend payments. |  | and market environment. |  |
| Progress |  | 3 |  |  |
|  | – $179 million of realisations | ; 14% of opening | – $104 million deployed in the year, including several | – Available liquidity of $283 million ($73 million of |
|  | portfoliovalue |  | follow-on opportunities in existing portfolio | cash/liquid investments and $210 million of available |
|  | – Realisations at a 6%¹² uplift to values three-quarters |  | companies, including to support M&A | capacity from the Company’s credit facility) |
|  | prior to an announced exit and a 1.8x² multiple to cost |  | – Investing in key themes: long-term secular growth | – 102% investment level at 31 December 2024 |
|  | – Five-year average annual liquidity of ~17% of the |  | and long expected cyclicality | – Unfunded commitments are adjusted for amounts |
|  | opening portfolio value |  |  | the Manager believes are unlikely to be called. |

As of 31 December 2024, adjusted commitments
were $32.2 million (an adjusted commitment
coverage ratio of 878%)
Examples – Vintage year diversification, maturity of the portfolio, – Available liquidity and realisation outlook – Available liquidity and realisation outlook
of related
average holding periods – Balance sheet strength – Compliance with financial covenants of credit facility
factors that
we monitor – Uplifts to carrying value – Market environment and pricing
– Liquidity as a percentage of opening portfolio
Link to – Capital appreciation through growth in NAV over time – Capital appreciation through growth in NAV over time – Long-term investment target level range of NB Private Equity Partners Annual Report 2024
objectives
while returning capital by paying through a highly selective 100%−110%
a semi-annual dividend investment approach
TOTAL NEW INVESTMENT $M MATURITY PROFILE/TOTAL LIQUIDITY $M TOTAL PROCEEDS RECEIVED $M
2022 120 2022 55 Total liquidity
283

| $179m |  |  | $104m |  |  | $1.3bn |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| proceeds received³ |  |  | invested in 2024 |  |  | gross assets | Credit facility |  |
|  | 2023 | 171 |  | 2023 | 22 |  |  | 90 |

borrowings
## 102%
## 6%
2024 179 2024 104
invested
2024 uplift to
carrying value
12
## three-quarters prior $73m
cash/liquid investments
## 1.8x
## $210m
original cost²
undrawn credit facility
›› See endnotes on pages 113-114
14
Manager’s review
Strategic report Governance Financials Other
## NBPE’s private
## companies continue
## to drive value.
Peter von Lehe, JD
Managing Director,
### Well-positioned maturing
Head of Investment Solutions and
### Strategy Private Markets, private equity portfolio with
Member of InvestmentCommittee NB Private Equity Partners Annual Report 2024
### 2024 vintage investments
### collectively o to a strong start
Paul Daggett, CFA
Managing Director,
NBPE’s private investment portfolio generated
Member of Investment Committee
a total increase in value of 6.9% during 2024
on a constant currency basis, driven by gains
among industrials, technology and financial
services businesses. Following headwinds
from quoted holdings and changes in foreign
exchange, theportfolio generated a gross
13
total increase of 3.8% during 2024.
›› See endnotes on pages 113-114
15
Manager’s review
It is pleasing to see that the new 2024 The portfolio is built from the bottom up,
Strategic report Governance Financials Other
investments collectively are o to a strong start dealby deal, and invests along two key *
### Portfolio overview
and already generating value gains for the themes: long-term secular growth and/or low
VINTAGE
portfolio, despite only being held for a expected cyclicality. Companies which exhibit
2016 & Earlier 10%
weighted average of 0.7 years. $93 million was these characteristics typically provide
2017 18%
invested in the four new companies over the ‘mission-critical’ services or products, many
2018 15%
year; collectively these investments are marked ofwhich enable other businesses to function;
2019 13%
at a 1.1x gross multiple of capital and have they have attractive financials, often
2020 12%
generated a 22% IRR as of December 2024. characterised by resilient revenue streams, 2021 17%
strong margins and free cash flow generation. 2022 5%
### Attractive portfolio of mature
These companies vary in their size and scale, 2023 2%
### private investments though most of the portfolio’s value is 2024 8%
invested in companies under $5 billion of
As of 31 December 2024, the NBPE portfolio
SECTOR
enterprise value. The portfolio is broadly
was comprised of 80 companies, of which 73
Tech, Media & Telecom 22%
diversified across industries, with meaningful
companies were private, with a weighted
Consumer/E-commerce 21%
exposure to software / technology,
average holding period of 5.2 years, and seven
Industrials/Industrial Technology 17%
industrials/industrial technology, and
companies were quoted holdings (previously
Financial Service 16%
consumer/e-commerce. Importantly,
private companies which completed an IPO). Business Services 11%
companies within these industries provide
Thefair value of the private and public Healthcare 8%
products or services to a diverse range of
portfolio was approximately $1,208 million Energy 1%
customers and markets. Theportfolio is
and $89 million, respectively. The portfolio is Other 4%
weighted to North America, with meaningful
invested alongside 51 private equity sponsors,
exposure to Europe.
each of which bring unique skill sets and ENTERPRISE VALUE
experience, driving value-creation strategies. NB Private Equity Partners Annual Report 2024
< $1bn 14%

| Webelieve NBPE’s ability to construct a | $1bn to $5bn 39% |
| --- | --- |
| high-quality portfolio of direct co-investments, | $5bn to $10bn 18% |
| partnering with a diversified set of leading | $10bn to $15bn 10% |
| private equity managers dierentiates us among | > $15bn 19% |

the London listed private equity universe.
GEOGRAPHY
North America 78%
Europe 21%
Asia/RoW 1%
* Totals may not sum to 100% due to rounding.
16
Manager’s review
### New 2024 investments Strategic report Governance Financials Other
NBPE invested $93 million in four new Neuberger Berman believes Mariner CEO,
### Investment overview
investments in 2024: Benecon, a company Marty Bicknell, has built a dierentiated
Mariner Wealth Advisors provides advice to
inthe health insurance sector; FDH Aero, business that sets the standard for
individuals and businesses, including tax
adistributor of parts for the aerospace and personalised, holistic financial advice.
### Financial services planning and preparation, estate planning,
defence industry; Mariner, a wealth Thisinvestment underscores Neuberger
### firmto retail and specialised business services, institutional cash
management firm; and Zeus, a medical device Berman’s confidence in the company’s
management, trust services, wealth planning,
### company. Collectively, these investments have institutional clients. leadership and the entire Mariner team.
personal insurance solutions and investments.

| achieved a gross multiple of capital of 1.1x and |  |  | Mariner plans to use Neuberger Berman’s |
| --- | --- | --- | --- |
|  | SECTOR | Mariner Wealth Advisors brings in Mariner’s |  |
| a 22% IRR as of 31December 2024. Two of the |  |  | investment for multiple initiatives. One |
|  | Financial services | experienced, in-house teams to create one, |  |
| four investments are held through structured |  |  | example is Mariner’s goal to scale its national |
|  | LEAD PRIVATE | coordinated financial strategy developed |  |
| securities senior in the capital structure, |  |  | adviser base to 5,000 advisers through organic |
|  | EQUITY MANAGER | specifically for the customer. This integrated |  |
| oering downside protection through |  |  | and inorganic growth. NB will receive board |
|  | Leonard Green | approach is meant to provide the best advice |  |
| minimum liquidation or return thresholds. |  |  | representation and Leonard Green Partners, |

possible, simplify the process and save
Although these companies are in the early which became Mariner’s first institutional
Mariner’s customers’ time. Mariner is a
stages of value creation, their weighted capital partner in 2021, will continue to serve
Registered Investment Advisor (“RIA”) and
average last twelve months (“LTM”) revenue on the board.
isrecognised as one of the largest RIA’s in the
and LTM EBITDA growth were 17.2% and
United States. Barron’s has ranked Mariner
28.1%, respectively. These companies are
as a top five RIA for the last nine years.
excluded from the overall portfolio growth
Marinerwith its aliates contains 116 oces
metrics since they have been held by private
across 41U.S. states and, following the
equity sponsors for less than one year.
acquisition ofCardinal Investment Advisors
NBPE is optimistic about their potential for
inJanuary 2025, has total assets under
value creation in the upcoming quarters as the NB Private Equity Partners Annual Report 2024
advisement of approximately $550 billion.
private equity sponsors execute their strategic
and operational plans.
VALUE OF INVESTMENT PERCENTAGE OF FAIR VALUE
## $34m 3%
›› See endnotes on pages 113-114
17
Manager’s review
Strategic report Governance Financials Other
In May 2024, NB Capital Solutions led an
### Investment overview
acquisition of a minority stake in FDH Aero to
## Attractive mid-life
FDH Aero is a global supply chain partner for
support the company’s next phase of growth.
aerospace and defence companies. With
NB’s equity investment will allow FDH to
## co-investment to
more than 60 years of experience, it
continue investing across organic and
specialises in c-class components that include
inorganic initiatives and to continue to
## support growth hardware, electrical, chemical, and
enhance the company’s value proposition to
consumable products and services for global
both customers and suppliers. NB believes the
original equipment manager and aftermarket
company has established itself as a market
customers. The company has over 1,200
leader to its customers, with a demonstrated
employees and operates in more than
track record of organic growth, augmented by
14countries across North America, Europe,
a thoughtful acquisition strategy. NB believes
the Middle East, and Africa, and Asia-Pacific.
the investment will allow FDH to take
advantage of the tremendous opportunity
setin front of the business.
NB Private Equity Partners Annual Report 2024
### Leading distributor of c-class
VALUE OF INVESTMENT PERCENTAGE OF FAIR VALUE
### parts tothe aerospace and
### defence industry
## $33m 3%
SECTOR
Industrials
LEAD PRIVATE EQUITY MANAGER
Audax Group
18
Manager’s review
contributed to strong cash flow generation, in
### Portfolio continuing to increase Strategic report Governance Financials Other
KEY PERFORMANCE DRIVERS IN 2024
turn resulting in a dividend paid to shareholders
### in value, driven by underlying
late in the year. The company continues to focus 200
### operating performance
on its expansion strategy in new and existing
In 2024, the portfolio increased in value by markets throughout Europe. 175
55
$50million. This was driven by the private
Beyond Trust appreciated in value by 150
companies in the portfolio, which increased in
approximately 43% during 2024, the second
value by $82 million ex-FX, and was oset by
largest contribution by dollar value. This 125
declines in quoted holdings and changes in
appreciation was reflective of the strong 106 -42
foreign exchange. The portfolio’s top 10 value 100
underlying operating performance at the

| drivers by dollar value appreciation, |  |  | 82 | -11 |  |
| --- | --- | --- | --- | --- | --- |
|  | company. Beyond Trust is a global leader in |  |  |  | -21 |
| representing 36% of fair value, contributed |  | 75 |  |  |  |

-37
intelligent identity and access security,
meaningfully to this overall performance, 50
enabling organisations to identify, stop threats 50
generating aggregate gains of $106 million,
and deliver dynamic access. The company has
with remaining positive value drivers
20,000 customers including 75 of the Fortune 25
contributing $55 million of further gains.
100. Over the last several years, Beyond Trust
Among the companies that declined in value, 0
has made significant advancements in
thetotal was $79 million, of which the top five
Positive All other Top five All other Total Total value Impact of Total
Privileged Access Management (PAM) and
negative value drivers were $42 million, top 10 positive positive negative value change of foreign portfolio
identity security oerings, with a focus on change quoted exchange value
or53%, of this total.
private companies change
enhancing the platform, integrating new
ex-fx
Action was NBPE’s largest position at the end technologies and acquiring strategic assets to
of 2024 and was the largest contributor by bolster capabilities. One key innovation in
TOP FIVE LARGEST VALUE DRIVERS
dollar value gains during the year, appreciating recent years included Identity Security Insights,
NB Private Equity Partners Annual Report 2024

| in value by more than 25% on a constant | a tool which provides security and IT teams |  |
| --- | --- | --- |
| currency basis. The company generated strong | unparalleled visibility into identities, privileges | Company |
| financial performance from like-for-like sales | and access to help identify overprivileged |  |
| as well as new store openings. The company | accounts and suspicious activities. |  |

also reported a strong holiday season, further
Osaic (f.k.a. Advisor Group) was the third Value change
## contributing to performance during the year. $21.8m $15.1m $15.0m $10.6m $10.6m
largest investment in terms of dollar value
In 2024, Action opened 352 net new stores,
appreciation during 2024. Osaic is a wealth
with recent expansion into Italy, Spain,
management platform supporting ~11,000
Slovakia and Portugal. Meanwhile, the largest
financial advisors and overseeing >$700bn in
mature markets were also ahead of plan in
client assets. The company provides advisors
terms of like-for-like sales growth during the
with access to financial products, advisory
year. EBITDA margins remained strong and
programs, and operational tools and support
increased year over year, driven by sales and
(e.g., technology, marketing, risk, etc.) Under
operational execution. This performance
19
Manager’s review
Reverence Capital’s ownership, Osaic has prior year meaningful M&A transaction in one
Strategic report Governance Financials Other

| successfully rebranded from Advisor Group | portfolio company contributed to the |  | TYPES OF EXIT |
| --- | --- | --- | --- |
| tosunset its legacy broker dealer brands and | slowdown in the overall figures and we believe |  | Full Sale/Exit 51% |
| integrate into one single entity. The business | the portfolio continues to perform well. |  | Partial Realisation 21% |
| has executed an active M&A strategy with the |  | $179m | Legacy Income 15% |
|  | There was strong financial performance | Total exits |  |
| transformative acquisition of Ladenburg |  |  | Public Sales 13% |

among several of NBPE’s largest holdings.
Other 1%
Thalmann Financial Services in 2020, and most
Consumer, financial services and industrials
recently the acquisition of Lincoln National’s
were the sectors demonstrating the strongest
wealth business in May 2024. Additionally,
average growth during the year. This
thebusiness has completed several executive
performance was driven by new store highly focused on addressing issues at these We believe the portfolio’s overall weighted
hires under Reverence Capital’s ownership.
roll-outs, M&A, new pricing initiatives, and companies, whether through operational average leverage levels remain reasonable.
strong renewals and bookings. A further set of eciencies or adapting to the environment to Across NBPE’s top 30 positions (representing
### LTM revenue and EBITDA
companies experienced more muted top line return to growth. 76% of fair value), there are no significant
### continue to grow, albeit at

|  | growth, which was largely reflective of |  | near term debt maturities and over 90% of |
| --- | --- | --- | --- |
| aslower rate following |  | Valuation and leverage multiples |  |
|  | headwinds, such as new wins oset by some |  | the fair value of the top 30 companies is |

### M&Aroll-o

|  | softness in end market volumes, unfavourable | As of 31 December 2024, the weighted |  | invested in businesses with either covenant- |
| --- | --- | --- | --- | --- |
|  | foreign exchange impacts and contract delays. |  | 14 | lite debt or low leverage (defined as net debt |
| Changes in the value of the investments was |  | average EV/EBITDA multiple was 15.8x | , |  |
|  |  | which was an increase of 0.9x relative to the |  | to EBITDA of 3.0x or lower). |

driven by the operating performance of the
Finally, a number of companies have continued
underlying companies. In aggregate, prior year figure of 14.9x. Valuation multiples
to face more significant operating diculties as
theprivate companies in the portfolio increased most meaningfully among consumer
a result of macroeconomic challenges or
generated weighted average LTM revenue and and technology, media and telecom companies,
weaker demand. This was concentrated in
EBITDA growth of 8.0% and 13.1%, followed by industrials, while business and
certain companies in the consumer and

|  | 11 |  | financial services and healthcare saw slight |  |
| --- | --- | --- | --- | --- |
| respectively | . Whilethis is a slower rate of |  |  |  |
|  |  | business services sectors. We believe that |  | NB Private Equity Partners Annual Report 2024 |
| growth relative toprior years, the roll-o of one |  |  | multiple contractions. |  |

private equity sponsors and management are
14,15
The net debt to EBITDA multiple was 5.2x
as of 31 December 2024, which declined
slightly relative to the 2023 figure of 5.3x.
VALUATION AND LEVERAGE MULTIPLE
14 2023
14.9
## 15.8x
EBITDA valuation multiple 2024 15.8
14,15
## 5.2x
Net debt/EBITDA

| 8.0% |  | 13.1% |  |
| --- | --- | --- | --- |
|  | 11 |  | 11 |
| LTM revenue growth |  | LTM EBITDA growth |  |
| ›› See endnotes on pages 113-114 |  |  |  |

20
Manager’s review
### Robust realisation activity Strategic report Governance Financials Other
### Taris and their impact on exposure to import-dependent areas within Neuberger Berman has – alongside the
### despite a challenging exit ITand healthcare, such as semiconductors, underlying private equity sponsors across its
### privateequity
### market for private equity pharmaceutical components, and platform – worked to assess potential
The Trump administration’s introduction medicalequipment. impacts of taris on its investment holdings.
During 2024, NBPE received $179 million³

|  | ofa10% baseline tari on all goods |  | Specific to NBPE, we believe the direct impact |
| --- | --- | --- | --- |
| ofcash from realisations, representing nearly |  | Other challenges include potential inflation or |  |
|  | imports,excluding Canada and Mexico |  | of taris is generally expected to be limited. |
| a 5% increase relative to 2023 and |  | macroeconomic headwinds from large-scale |  |
|  | (25%),with higher taris ranging from 11% |  | We believe that 14% of the portfolio’s fair |
| approximately 14% of the portfolio’s |  | tari implementation, which could aect PE |  |
|  | to50% targeting countries with significant |  | value could be directly impacted by taris, |
| opening fair value. While this is below NBPE’s |  | alongside the broader economy. However, |  |
|  | trade deficits, has caused significant |  | with approximately 1% of fair value likely to |
| long-term average of approximately 17%, we |  | PE has strategic advantages: near-record dry |  |
|  | marketuncertainty. |  | be meaningfully impacted. This analysis only |
| are pleased with thelevel of realisation |  | powder ($1trillion in the U.S.), enabling |  |

considers the direct impact from taris and
While private equity (PE) investors are not resilience and opportunistic acquisitions,
activity in a dicult environment for private
not second-order impacts resulting from any
entirely immune, PE portfolios may be less andthe ability to swiftly make operational
equity exits. Realisations were driven by full
potential economic slowdown. We continue
aected due to their strategic focus on sectors decisions like cost-cutting, vendor changes,
andpartial exits from private investments,
to believe the portfolio’s emphasis on
driven by innovation and intellectual capital, orproduct adjustments.
which generated approximately 51% of the
companies with lower expected cyclicality
such as IT, healthcare, and financial services,
total realisations. Two of the four full exits
Despite potential challenges, including taris, and/or long-term secular growth drivers,
rather than import-heavy industries like
were announced in 2023, but cash was
the PE industry remains well-positioned to alongside reasonable leverage, generally
industrials and consumer goods. This
received in 2024. Legacy income investments
navigate the current environment. positions it well.
positioning can mitigate impacts from
distributed $27 million to NBPE during the
supply-chain disruptions and fluctuating input
year. Full and partial exits from quoted
costs caused by taris.
holdings and other realisations contributed
POTENTIAL TARIFF IMPACT
afurther $24million of realisations to NBPE.
Industrials and consumer discretionary
sectors, heavily reliant on imports, contribute
In aggregate, the full and partial sales
100
45.3% to U.S. GDP but only 22.9% to PE NB Private Equity Partners Annual Report 2024
(including sales of quoted holdings during
90 86%
portfolio NAV. In contrast, ITand healthcare
theyear) generated a total multiple of 1.8x²
12 are less import dependent and comprise 43% 80
andwere at a 6% uplift to the value
of PE NAV, oering potential insulation from
three-quarters prior to the announced exit. 70
tari-related challenges.
While this uplift is below the five-year average
60
10
(which includes exits in 2021) of 35% ,
In 2018, taris were imposed on imports
50
webelieve it still provides comfort regarding
likesteel, aluminum, and Chinese goods,
the valuations within NBPE’s portfolio. 40
challenging the manufacturing sector,
whileIT and services were less aected. 30
% of fair value Though pharmaceuticals and semiconductors
20
may face future taris, PE portfolios are 13%
10
expected to be less impacted due to limited

|  | 0 |  |  | 1% |
| --- | --- | --- | --- | --- |
|  |  | Little/ | Medium | High |
|  |  | no impact | impact | impact |
| ›› See endnotes on pages 113-114 |  |  |  |  |

21
Manager’s review
The outlook for private equity performance
### The relationship between Strategic report Governance Financials Other
## e impact of interest rates inthe years ahead is unlikely to be determined
### interest rates and private equity
solely by the Fed’s rate cut alone, but rather
Interest rates play a fundamental role in byhow these cuts interact with broader
## on private equity performance

|  |  | shaping private equity investments, | economic conditions. A continued soft landing |
| --- | --- | --- | --- |
|  |  | influencing both valuations and financing | or renewed recovery for the U.S. economy – |
|  |  | conditions. When the Federal Reserve lowers | areturn to moderate inflation that does not |
|  |  | interest rates, enterprise and equity values of | induce a severe slowdown or recession – |
|  |  | private companies can be expected to rise. | would bode well for private equity’s near- to |
| In 2022 and 2023, following a prolonged | but this correlation was heavily influenced |  |  |
|  |  | Asexpected, lower interest rates mean higher | mid-term future. |
| period of low interest rates, the U.S. Federal | bythe COVID-19 pandemic and subsequent |  |  |

enterprise values; this is because lower rates
Reserve fought the post-pandemic inflation inflation shock. Excluding this period results in
As an asset class, private equity may be less
mean a lower interest burden and higher free
shock with one of the most rapid rate-hiking correlations that are statistically insignificant,
inclined to make immediate upward or
cash flow.
cycles in history. As monetary policy evolves similar to the pre-GFC patterns.
downward adjustments to the NAVs of
and inflation begins to normalise, with the While interest rates influence valuations and
unrealised assets simply because of
A similar pre- and post-GFC pattern emerges
Federal Reserve starting to cut rates, financing conditions, private equity returns
fluctuations in interest rates (and therefore
in correlations between private equity
understanding the relationship between depend more on the broader economic
discount rates). This contributed to the relative
distributions and the yield-curve spread.
interest rates and private equity performance backdrop than on interest rates alone. A stable
smoothness of private equity returns, even
Additionally, after the GFC, there is a strong
remains essential. Interest rates influence economic environment, coupled with
during periods of public market volatility.
negative correlation between distributions
valuations, financing costs and investor returns, favourable credit conditions, has historically
However, when it comes to realisation events,
and both long- and short-dated interest rates.
making them a key factor in decision making. supported stronger private equity
post-GFC history suggests that lower rates do
Unlike returns, however, this relationship with
Using historical data, investors must assess how performance. While lower rates can enhance
indeed go hand in hand with higher private
long-dated rates persists, even when
interest rates impact private equity returns. valuations and improve financing conditions,
equity distributions.
excluding the COVID-19 period. Overall,
the strength of underlying investments
### Do interest rates actually matter? private equity returns and distributions
Lower rates may also lead to larger dispersion of NB Private Equity Partners Annual Report 2024
remains the key determinant of success.
appear to be driven more by broader
returns among private equity funds. Our
Historical data going back to 1985 shows there
economic conditions than by the level of rates, As monetary policy continues to evolve,
research shows that top-performing funds may
are surprisingly small, statistically insignificant
yields, or loan spreads alone. private equity investors should consider the
be better positioned to capitalise on favourable
correlations between private equity returns
wider macroeconomic context alongside economic conditions than lower-quartile funds
and various interest rate-related indicators. The correlation between interest rates and the
interest rate trends. The ability to navigate – especially if leveraged loan spreads remain
However, when splitting the dataset into dispersion of performance among leading and
changing rate environments and capitalise on relatively tight. In this type of environment,
periods before and after the Global Financial lagging private equity funds, however, is more
opportunities during dierent cycles will be making well-informed investment choices can
Crisis (“GFC”), patterns emerge. consistent across both periods. Favourable
crucial in sustaining long-term returns. impact overall outcomes.
conditions such as lower rates and tighter
Prior to the GFC, the yield-curve spread was
credit spreads have tended to allow top-
negatively correlated with returns, reflecting
quartile funds to excel, whereas more dicult
its role as a bellwether of the economy.
conditions generally result in tighter
Afterthe GFC, the 10-year Treasury yield
dispersion among all funds.
became negatively correlated with returns –
22
Manager’s review

|  | measures. The table on the right shows the | strongest private equity returns have come | Board, Neuberger Berman’s Private Markets |  |
| --- | --- | --- | --- | --- |
| 2025 outlook |  |  |  | Strategic report Governance Financials Other |
|  | strategies managers cited to mitigate the | after periods of market uncertainty. While first | group is focused on sourcing and identifying |  |
| Despite an even more challenging backdrop | impact from taris and many managers are | and foremost weremain committed to | such opportunities from our vast network of |  |
| for private equity exits currently, private equity | considering pursuing multiple measures. | maintaining NBPE’s balance sheet strength, | relationships globally. Should the right |  |
| sponsors continue to execute on creating |  | including the ability to maintain dividends and | opportunities be identified, we’re pleased that |  |

Specific to NBPE, we believe the direct impact
value attheir portfolio companies, while engage in share buybacks as described by the NBPE remains well positioned to participate.
of taris is generally expected to be limited.
average portfolio company holding periods
We estimate that 14% of the portfolio’s fair
have increased. We think this is mostly the
TOTAL HOLDINGS BY AGE
value could be directly impacted by taris,
result of a conscious choice private equity
with approximately 1% of fair value likely to be 71% of total NAV is in assets which have been held for more than four years, with -60% of
managers are making to continue to hold for
NAV in assets for four to eight years
meaningfully aected. However, this analysis
longer. This has been a feature for some time
only considers the direct impact from taris $ in millions
and it is dicult to predict when this might
and does not account for second-order eects
change in the current environment. $1,400
$129 $1,298
resulting from any potential economic
As holding periods have lengthened, private slowdown, the consequences of which could $444
$1,200
equity distributions to limited partners (“LPs”) come with a meaningful lag.
have been at their lowest levels since 2009 $1,000
While the last several weeks have introduced
(as a percent of NAV). Continuation vehicles
new uncertainties, we believe the portfolio’s $800 $325
and other creative financing solutions over
leverage levels remain well-positioned. We
the last several years have partly addressed
$600
expect limited direct impact from taris, and
this liquidity gap.
private equity managers are actively monitoring $293 71% of total
$400
Given recent market volatility driven by and taking corrective actions where possible.
geopolitical tensions and U.S. tari Additionally, many of the businesses are
$200
$111
announcements, exit routes and cash focused on services, where direct tari impacts
NB Private Equity Partners Annual Report 2024
$0

| distributions to LPs remain highly uncertain. | don’t apply. The portfolio’s leverage levels |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Private equity managers had in many cases | remain reasonable with no significant near |  |  | 0-1.9 |  | 2-3.9 | 4-5.9 | 6-7.9 | 8+ | Total |
|  |  |  |  | Years |  | Years | Years | Years | Years |  |
| been preparing portfolio companies for the | term debt maturities among the top 30 |  |  |  |  |  |  |  |  |  |
| possibility of higher taris. Following the Trump | investments. NBPE’s capital position remains |  |  |  |  |  |  |  |  |  |
| Administration’s announcement on 2 April | strong with nearly $300 million of available | PERCENTAGE OF MANAGERS CONSIDERING ADOPTING EACH MITIGATION STRATEGY |  |  |  |  |  |  |  |  |
| 2025, NB surveyed private equity managers | liquidity (including pending realisations and |  |  |  |  |  |  |  |  |  |
|  |  | 60 | 55% |  |  |  |  |  |  |  |
| across its Private Markets Platform to assess the | available credit facility). We believe our |  |  |  | 46% |  |  |  |  |  |

44%
40
potential impact of taris on its investment co-investment strategy – where we maintain
28%
22%
holdings and asked them which mitigation 20 17%
full control over new investments and timing 13%
11%
strategies they were considering implementing – is a powerful advantage, particularly in the 0
as well as the potential direct impacts to Increased Diversify Reduce Onshoring Changing Pursue OtherAbsorb the
current environment, that dierentiates NBPE
prices to suppliers operational to the the level additional government
underlying co-investment holdings. from other private equity peers. oset or shift expenses U.S. of stang costs support
additional sourcing or costs without programs
While the direct eects of potential taris are costs to non- elsewhere passing or tari
Finally, market volatility and uncertainty can

|  |  |  | taried | them on | remission |
| --- | --- | --- | --- | --- | --- |
| expected to aect a limited number of | sometimes result in dierentiated investment |  | countries |  | requests |
| portfolio companies, managers are actively | opportunities; and, we believe some of the | Source: Neuberger Berman as of 9 April 2025 |  |  |  |

considering and undertaking mitigation
23
Manager’s review Top 20
Strategic report Governance Financials Other

| Action | Osaic | Solenis | Beyond Trust | Monroe |
| --- | --- | --- | --- | --- |
| European discount retailer | Third largest independent | Specialty chemicals and | Cyber security and secure | Engineering |
|  | broker dealer | services provider | access solutions |  |
| Consumer / 3i |  |  |  | Distributor of mission- |
|  | Financial Services / | Industrials / | Technology/IT / | critical standard and custom |
|  | Reverence Capital | Platinum Equity | Francisco Partners | engineered products |

Industrials / AEA Investors

| – Grow store network and expand |  |  | – Strong M&A track record in a |  |  | – Sticky and diverse customer base/ |  |  | – Business combinations create a highly |  |  | – Leading market position with diverse |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| to other European countries |  |  | fragmented, consolidating industry |  |  | trusted provider |  |  | attractive position in the market |  |  | end markets |  |  |
|  |  |  | – Secular tailwinds support share |  |  | – Natural barriers to entry, |  |  | – Blue chip customer base |  |  | – Significant growth opportunities |  |  |
|  |  |  | gains for independent platforms |  |  | benefitting from scale |  |  | – Strong secular growth |  |  | – Proven acquisition platform |  |  |
|  |  |  | – Multiple levers for organic growth |  |  | – Mid-life investment/ |  |  | – Lower cyclicality in end-market |  |  |  |  |  |
|  |  |  | and value creation |  |  | transformative M&A |  |  | customers |  |  |  |  |  |
| Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date |
|  |  | January 2020 |  |  | July 2021 |  |  | September 2021 |  |  | June 2018 |  |  | December 2021 |
| 6% | 74.4m |  | 6% | 71.5m |  | 5% | 60.5m |  | 4% | 50.1m |  | 3% | 42.6m |  |


| Business Services | Branded Cities | GFL (NYSE: GFL) | Mariner | FDH Aero | NB Private Equity Partners Annual Report 2024 |
| --- | --- | --- | --- | --- | --- |
| Company* | Network | Waste management | Provider of various wealth | Leading distributor of |  |
|  |  | services | management and advisory | c-class parts to the |  |
| Not Disclosed | North American advertising |  |  |  |  |
|  |  |  | services | aerospace and defence |  |
|  | media company | Business Services ⁄ BC Partners |  |  |  |
| Business Services |  |  |  | industry |  |

Financial Services /
Communication / Media Leonard Green & Partners
Shamrock Capital Industrials / Audax Group
*Undisclosed due to confidentiality provision
## 0303 0404 0505 0808 0909 0101 0202 0606 0707 1010
– Low expected cyclicality end markets – Barriers to entry lead to competitive – Favourable environmental services – Strong secular tailwinds – Leading market position and high
– Essential service with ‘utility-like’ advantage industry dynamics – Attractive financial profile barriers to entry
characteristics – High-quality assets in leading – Sticky and diverse customer base – Growth-oriented management team – Strong track record of organic growth
– Attractive financial profile with locations – Fragmented industry provides and M&A
stable cash flow – Leading private equity manager in the opportunities for M&A – Expanding addressable market
media space

| Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | Oc to be r 2017 |  |  | November 2017 |  |  | July 2018 |  |  | November 2024 |  |  | May 2024 |
| 3% | 40.1m |  | 3% | 39.0m |  | 3% | 34.9m |  | 3% | 33.7m |  | 3% | 32.9m |  |

24
Manager’s review Top 20
Strategic report Governance Financials Other
True Potential Marquee Brands Staples Auctane Fortna
Wealth management Portfolio of consumer Provider of oce supplies E-commerce shipping Systems and solutions
technology platform branded IP assets, licensed through a business-to- software provider utilised in distribution
serving advisers and to third parties business platform and retail centres
Technology/IT /
retail clients
Consumer / Neuberger Business Services / Thoma Bravo Industrials / THL
Financial Services / Cinven Berman Sycamore Partners
– Strong value proposition and focus on – Established platform with – Market-leading business with – Market leader with significant scale – Rapidly growing market driven by
customer outcomes experienced management team attractive financial profile and strong – Growing e-commerce megatrend e-commerce
– Leading technology platform – Unique business model cash flow characteristics – Strong market position
– Attractive financial profile
– Attractive market dynamics and track – Strong free cash flow with revenue – Significant cost savings opportunity – High visibility on revenue
record of strong financial performance visibility – Experienced sponsor with strong track
record in the consumer/retail sector

| Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  | January 2022 |  |  | December 2014 |  |  | September 2017 |  |  | October 2021 |  |  | Apr il 2017 |
| 3% | 32.1m |  | 2% | 31.8m |  | 2% | 29.7m |  | 2% | 28.7m |  | 2% | 28.7m |  |


| Viant | StubHub | Benecon | Agiliti | Solace Systems | NB Private Equity Partners Annual Report 2024 |
| --- | --- | --- | --- | --- | --- |
| Outsourced medical | Ticket exchange and | Develops and administers | Medical equipment | Enterprise messaging |  |
| device manufacturer | resale company | self-funded employee | management and services | solutions |  |

health benefits programmes

|  | Healthcare / JLL Partners | Consumer / Neuberger |  | Healthcare / THL | Technology/IT / |
| --- | --- | --- | --- | --- | --- |
|  |  | Berman | Healthcare / TA Associates |  | Bridge Growth Partners |
| 1313 1212 1515 1414 1616 1717 1818 1919 1111 2020 |  |  |  |  |  |

– Large addressable market with secular – Large-scale and competitive – Large, underserved market with – Industry dynamics support growth in – Mission-critical product
tailwinds positioning considerable barriers to entry clinical engineering and medical – Attractive financial profile
– Strong barriers to entry and sticky – High barriers to entry – Multiple opportunities for value rental equipment
– Strong customer base

| customer base |  |  | – Attractive entry price |  |  | creation, including M&A |  |  | – Diversified, sticky customer and |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| – Recurring revenue streams from |  |  |  |  |  | – Attractive historical operating |  |  | supplier base |  |  |  |  |  |
| diversified customers |  |  |  |  |  | performance |  |  |  |  |  |  |  |  |
| Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date | Value % | Value ($m) | Investment date |
|  |  | June 2018 |  |  | February 2020 |  |  | January 2024 |  |  | January 2019 |  |  | April 2016 |
| 2% | 27.1m |  | 2% | 26.4m |  | 2% | 25.5m |  | 2% | 25.3m |  | 2% | 24.5m |  |

25
Responsible investment
Strategic report Governance Financials Other
## Environmental,
## Social, and Governance
## integration across the
## investment process
Other
Responsible Investment Policy of industry-specific financially material factors,
### Integration of financially Deep resources
alongside the manager integration of
### material factors
Dedicated resources Dedicated NBPE Responsible Investment Policy
financially material environmental, social,
formalises NBPE’s commitment to integrating
Neuberger Berman believes that integrating andgovernance considerations Scorecard
27 Stewardship and Sustainable Investing
financially material environmental, social, and
financially material environmental, social, and (“Manager Integration Scorecard”) of the lead
professionals supporting the financially
governance considerations throughout the
governance considerations throughout the General Partner (“GP”).
material integration into investment strategies
investment process.
investment process can potentially lead to NB Private Equity Partners Annual Report 2024 NB Private Equity Partners Annual Report 2024
across various asset classes.
Sustainable Development Goal
more consistent and better investment
### Direct investments
2024 Principles for Responsible (“SDG”) thematic alignment
outcomes by helping to identify both

|  | Investment assessment | Integration of financially material |  |
| --- | --- | --- | --- |
| financially material risks and opportunities |  |  | As a value-add to its fundamental due |
| todrive value. We are focused on long-term |  | environmental, social, and |  |
|  | In our 2024 PRI assessment, Neuberger |  | diligence, NBPE seeks to assess company SDG |
| partnerships and seek to engage with Private |  | governance factors |  |
|  | Berman scored above the median of all |  | thematic alignment potential as further |
| Equity Managers to promote integration |  |  | evidence of a company’s ability to deliver |
|  | reporting signatories for our integration | Analysis of financially material environmental, |  |
| offinancially material environmental, social, |  |  | long-term value. |
|  | eorts in every reported category. Neuberger | social, and governance factors is a part of due |  |

governance factors.
Berman achieved top scores in multiple diligence for direct investments and is included
categories including the Indirect –Private in Investment Committee memorandums for
NBPE benefits from the Stewardship and
16
Equity category . potential investments byNBPE. Due diligence
Sustainable Investing leadership and
resources of Neuberger Berman. of direct investments includes an assessment
›› See endnotes on pages 113 -114
26
Responsible investment
Strategic report Governance Financials Other
## e three pillars of NBPE’s
17
## Responsible Investment Policy
### Our policy is centred on the objective of seeking to achieve
### better investment outcomes through incorporating financially
### material Environmental, Social, and Governance considerations
### into the investment process.
## Amplify Assess Avoid
NB Private Equity Partners Annual Report 2024
## 01 02 03
### Seek to achieve a financial goal by Considers financially material Ability to exclude particular
### investing in issuers with sustainable environmental, social, and issuersor whole sectors from
### business models, practices, products governance factors alongside theinvestable universe.
### or services and displaying leadership traditional factors in the investment
NBPE seeks to avoid companies that produce
### on relevant sustainability factors. process. These factors are generally controversial weapons, tobacco, civilian
### no more significant than other factors firearms, fossil fuels, and private prisons.
Simultaneously seeking to minimise exposure
### in the investment selection process. NBPEalso seeks to avoid companies with
to companies with potential adverse social
known serious controversies related to human
and/or environmental impacts.
Financially material environmental, social, and
rights or serious damage to the environment,
governance factors are formally incorporated
including as outlined by the United Nations
in Investment Committee memoranda.
Global Compact and Organisation Economic
Co-operation and Development Guidelines for
Multinational Enterprises. Please refer tothe
NBPE Responsible Investment Policy
›› See endnotes on pages 113 -114 fordetailed avoidance information.
27
Responsible investment

|  |  |  |  | 18 | Strategic report Governance Financials Other |
| --- | --- | --- | --- | --- | --- |
| How financially material | How financial materiality is assessed | When conducting due diligence on direct | research sector experts | ) as well as the lead |  |
|  |  | investments, the investment team uses our | GP’s integration of financially material |  |  |

### environmental, social, and
proprietary NB Materiality Matrix to assess environmental, social, and governance factors
### governance factors are
industry-specific factors that are likely to be based on our Manager Integration Scorecard.
### integrated into the
financially material (informed by the firm’s
### investment process
Environmental Social Workforce Supply chain Leadership &
governance
### Neuberger Berman Private Equity
Factor Emissions Water Data privacy Pricing Health Human capital Product Materials Innovation Policy &
### platform is able to leverage its management &security transparency & safety development safety & sourcing regulation
integrity risk
### position as a diversified asset
Consumer goods
### manager, integrating financially
Extractives/Minerals
### material environmental, social,
### andgovernance insights in order Financials
### tomitigate risks and identify Food & beverage
### opportunities withrespect to Healthcare
### direct private markets investments.
Infrastructure
Represents a subset of factors for illustrative and discussion purposes only 19 . Shading indicates factors that are likely to be financially material.

| Private equity has several | Sector focus | How Environmental, Social, and Governance factors can aect valuations |  |  |
| --- | --- | --- | --- | --- |
| characteristics that make | Private equity managers tend to focus on | Day-to-day operations | Tail risks |  |
| it well suited to integrate | sectors that are less resource intensive or asset |  |  | NB Private Equity Partners Annual Report 2024 |
|  |  | Incremental improvements may have positive | Addressing systematic environmental, social, |  |
| financially material | heavy. As such, these also tend to be sectors |  |  |  |
|  |  | implications for profits. | and governance issues that have the potential |  |

that are more ecient and experience less
### environmental, social, and to financially aect business.
volatility, benefitting from secular tailwinds. Examples
### governance matters across
Examples
Deep due diligence – Proactive approach to environmental issues,
### theinvestment lifecycle
such as resource consumption and waste – Seeking to understand the physical climate
Private equity managers are able to conduct
### Private equity investors have the management, may decrease operating risks a portfolio company may face could
deep and meaningful due diligence on
### potential to drive improvements. costs, such as lower utilities bills. mitigate business disruptions due to
environmental, social, and governance
extreme weather events, such as
factors that are financially material to a – Conscientious employee policies may lead
procurement issues from an extreme
specific company. to greater retention and productivity due
weather event at a supplier location.
toincreased employee engagement.
Control
– Proactively preparing for changes in

|  | Private equity managers own and control their | industry regulations, standards or |
| --- | --- | --- |
|  | portfolio companies and may improve | expectations, such as incoming regulations |
|  | environmental, social or governance aspects | related to data privacy, may mitigate risk |
| ›› See endnotes on pages 113 -114 | of a company where financially material. | of breaches and cost of compliance. |

28
Responsible investment
Strategic report Governance Financials Other
## NBPE portfolio through an
## SDG thematic lens

| 83% | 9% |
| --- | --- |
| Neutral potential SDG thematic | Potential moderate SDG thematic |
| alignment – companies that have | alignment – companies that may |

NB Private Equity Partners Annual Report 2024
amixed or unknown benefit have an overall positive benefit
topeople or the environment, topeople or the environment,
asoutlined by the SDGs. asoutlined by the SDGs themes.
## 16%
20
Of the portfolio has
apotential thematic
## 1% 7% alignment towards
benefitting people
No potential SDG thematic Potential high SDG thematic
orthe environment,
alignment – companies whose alignment – companies whose
21

|  |  |  | asoutlined by the SDGs | . |
| --- | --- | --- | --- | --- |
| operations or products and services |  | products or services oer solutions |  |  |
| may potentially conflict with the |  | to long-term social and |  |  |
| promotion of positive outcomes |  | environmental challenges, such |  |  |
|  | 22 | asthose outlined by the SDGs in |  |  |
| forpeople or the environment | . |  |  |  |

addition to social or environmental
dimensions as defined by the
Impact Management Project.
›› See endnotes on pages 113 -114
29
Responsible investment Case study
Strategic report Governance Financials Other
Givencompanies’ ability to customise their
### Investment thesis
healthcare plan with Benecon, employers
– Early mover in a large, underserved market
may be able to provide better health insurance
– Consistently strong operating performance coverage with lower deductibles to their
### Designs and administers self-funded employees. Additionally, Benecon’s subsidiary,
– Making the broader healthcare system
### medical benefit programmes for ConnectCare3, provides consulting and
better by reducing cost and increasing
### small and medium-sized businesses. clinical services for Benecon’s members,
transparency
including patient advocacy, nurse navigation,
SECTOR
### Investment overview and chronic disease management. In 2025,
Healthcare
The Benecon Group has $4 billion under
In December 2020, TA Associates, a leading
LEAD PRIVATE EQUITY MANAGER management and provides insurance for over
global growth equity investor, announced a
TA Associates 250,000 individuals across the United States.
significant growth investment in The Benecon
The company maintains a membership
Group, a top developer and manager ofself-
retention of more than 98%.
funded medical benefit programmes.

| MEMBERSHIP RETENTION | InFebruary 2024, Neuberger Berman Private | Neuberger Berman believes this was an |
| --- | --- | --- |
|  | Equity invested in Benecon through a mid-life | attractive opportunity given the large, |
|  | co-investment with TA Associates. | underpenetrated market, Benecon’s |

## 98%
NB Private Equity Partners Annual Report 2024
experienced leadership team, and the strong
The company maintains Through its Actuarial, Compliance, Finance,
performance of the company. Neuberger
amembership retention and Producer Services divisions, The Benecon
Berman also welcomed the opportunity
ofmore than 98%.
Group oers self-funded health plans and a
topartner with TA Associates, which brings
full suite of services to small and medium-sized
INSURANCE extensive expertise in scaling profitable
businesses. Benecon provides a way for small
growth companies in addition to robust
and medium-sized employers to potentially
integration of sustainability considerations
## 250,000 lower the cost of health insurance.
throughout the investment lifecycle.
The Benecon Group provides
insurance for over 250,000 VALUE OF INVESTMENT PERCENTAGE OF FAIR VALUE
individuals across the United States.
## $26m 2%
30
Responsible investment
Strategic report Governance Financials Other
## 2024 Environmental, Social, and
## Governance highlights
### Over the past year, Neuberger ESG Data Convergence Initiative Reporting Industry recognition:
### Berman Private Equity has focused on

|  | Neuberger Berman Private Equity is a | In 2024, Neuberger Berman published its | In 2024, Neuberger Berman received special |
| --- | --- | --- | --- |
| enhancements to our environmental, | signatory to the ESG Data Convergence | second annual firm-level Task Force on | recognition as an LP at the British Private Equity |
| social, and governance integration | Initiative, an industry collaboration | Climate-related Financial Disclosures (“TCFD”) | & Venture Capital Association’s 2024 Excellence |
| processes and engagements with | representing 470+ limited partners (“LPs”) | Report, covering the period 1 January to | in ESG Awards. This award aims to recognise the |
|  | andGPs (as of January 2025), which seeks to | 31December 2023. The report provides a | vital work members are undertaking to embed |

### GPs and industry peers. Neuberger
standardise financially material environmental, firm-level overview of how we consider responsible investment principles and
### Berman Private Equity believes that
social, and governance metrics and provide climate risks and opportunities across both practices, and provides a platform to
### fostering a dialogue with private

|  | amechanism for comparative reporting for | client investment portfolios and our own | demonstrate the industry’s commitment to |  |
| --- | --- | --- | --- | --- |
| equity managers on financially |  |  |  | 24 |
|  | the private market industry. Neuberger | business strategy and operations. | related topics | . Additionally, Real Deals ESG |
| material environmental, social, and | Berman Private Equity requests the standard |  | Awards 2024 named Neuberger Berman LP |  |

16
### 2024 PRI score release :
governance topics is an important set of ESG metrics from GPs and their portfolio ofthe Year: Institutional Investor and Asset
23
companies on an annual basis . Neuberger Berman scored above the median Manager, recognising those impacting positive
### part of our role in the ecosystem.
25
of all reporting signatories in every PRI change in private equity .
### Weengage with GPs through group NB Private Equity GP
reported category, achieving five out of five
### and one-on-one settings to provide NB Private Equity Partners Annual Report 2024
### Engagement Series
stars for seven of the nine modules, including
### guidance and support that seeks to
In 2024, our GP engagement webinar was a Indirect – Private Equity. We received four stars
### share integration best practices for the remaining two direct equity modules,
fireside chat with Dr. George Serafeim,
### andresources. professor at Harvard Business School and aligned with the year prior.
Neuberger Berman Stewardship & Sustainable
Investing Advisory Council member.
ESG DATA CONVERGENCE
Thediscussion was moderated by Jennifer
INITIATIVE
Signori, Managing Director, Head of Private
Markets Sustainable Investment at Neuberger

| 470+ | Berman. Topics of discussion included climate |
| --- | --- |
| limited and general | technologies and solutions, impact-weighted |
| partners, which seeks to | accounts, and key takeaways from |
| standardise metrics. | Dr.Serafeim's book, Purpose and Profit: |

HowBusiness Can Lift Up the World.
›› See endnotes on pages 113 -114
31
Manager People & culture
Strategic report Governance Financials Other
## Neuberger Berman:
## a client-led partnership

| As a private, independent, | An award-winning culture |  | Recognised private equity |
| --- | --- | --- | --- |
| employee-owned investment |  | 26 | manager within the industry |
|  | For 11 consecutive years | , Neuberger Berman |  |
| manager, Neuberger Berman has | has been named first or second inPensions & |  |  |
| the freedom to focus exclusively | Investments Best Places toWorkinMoney |  |  |
| oninvesting for its clients for the | Management survey (amongthose with 1,000 |  |  |

employees or more).
### long term.
### Neuberger Berman’s
### By design, Neuberger Berman
### business principles NB Private Equity Partners Annual Report 2024
### attracts individuals who share a
### passion for investing and who thrive – Our clients come first
### in an environment of rigorous – We are passionate about investing
### analysis, challenging dialogue, and – We invest in our people
### professional and personal respect.
– We motivate through alignment
– We continuously improve and innovate
– Our culture is key to our long-term success
## 98%
Retention levels of NB Private
Markets Managing Directors
27
and Principals
Patricia Miller Zollar
Managing Director,
Member of Investment
›› See endnotes on pages 113 -114 Committee
32
Manager People & culture
Strategic report Governance Financials Other
## e Investment Committee
### The Investment Committee has
### anaverage of more than 31 years
### ofprofessional experience and has
### worked together for an average
### ofmore than 21 years.
ANTHONY TUTRONE DAVID STONBERG JOANA ROCHA SCAFF
Managing Director Managing Director Managing Director
Global Head of NB Alternatives Deputy Head of NB Alternatives and the Global Head of Europe Private Equity
Co-Head of Private Equity Co-Investments
37 years of industry experience 34 years of industry experience 26 years of industry experience
NB Private Equity Partners Annual Report 2024
PETER VON LEHE, JD PAUL DAGGETT, CFA PATRICIA MILLER ZOLLAR
Managing Director Managing Director Managing Director
Head of Investment Solutions and Strategy, Private
Markets
31years of industry experience 26 years of industry experience 38 years of industry experience
33
Manager People & culture
## e Investment Committee
Strategic report Governance Financials Other

| MICHAEL KRAMER | JACQUELYN WANG | KENT CHEN, CFA | DAVID MORSE |
| --- | --- | --- | --- |
| Managing Director | Managing Director | Managing Director | Managing Director |
|  |  | Head of Asia Private Equity | Global Co-Head of Private Equity Co-Investments |
|  | 23 years of industry experience29 years of industry experience | 32 years of industry experience | 39 years of industry experience |

NB Private Equity Partners Annual Report 2024
ELIZABETH TRAXLER BRIEN SMITH JONATHAN SHOFET
Managing Director Senior Adviser to the Neuberger Berman Managing Director
Private Equity Division Global Head of Private Investment
Portfolios and Co-Investments
23 years of industry experience 43 years of industry experience 28 years of industry experience
34
Stakeholder engagement
Strategic report Governance Financials Other
## How the Board engages
## with stakeholders
The Board provides appropriate training to all
### The Directors are responsible
Our stakeholders How the Board engages
new Directors, which includes training on their
### foracting in a way that they
Shareholders Actions to enhance shareholder value include regular
duties, and maintains a programme of
### consider is most likely to
portfolio updates, capital allocation policy, dividend policy,
continuing development. More details on
### promote the success ofthe buybacks, website maintenance, and events like the Capital
Director induction and Board evaluation can
### Company for the benefit of its Markets Day. Engagement is carried out through direct
be found on pages 47 and 48. As an
meetings with shareholders and feedback from the
### stakeholders as a whole. investment company, the Company does not
Investment Manager and advisers. Key considerations
have any employees.
In doing so, they have had regard to the
include performance, capital allocation, communication
factors set out in Section 172(1)(a) to (f) of the The Board recognises multiple groups of
transparency, governance, and responsible investment.
UK Companies Act 2006, which includes the stakeholders; however the Board considers
Investment manager The Board delegates day-to-day investment activities to the
needs of stakeholders and wider society. shareholders, the Investment Manager, the
Investment Manager but retains ultimate oversight of strategy
AsNBPE is a Guernsey company, this Company’s lenders, and other Company
and performance. There are regular formal and informal
legislation does not apply directly, but the service providers essential to the Company’s
meetings with the Board to ensure alignment on strategy
Board is cognisant of the importance of these business model and how the Company
execution. The Manager’s expertise is seen as integral to the
matters, and by virtue of the requirement set delivers on its strategy.
co-investment strategy and long-term success. NB Private Equity Partners Annual Report 2024
out in the Association of Investment
Company lender MassMutual provides a $300 million revolving credit facility,
Companies (“AIC”) Code of Corporate
enabling capital eciency and real-time investments.
Governance, holds itself to these standards.
TheBoard oversees lender-related aspects like asset
coverage, financial ratios, and liquidity. The Investment
Manager provides ongoing reports to the lender.
Other service providers The Company relies on external service providers for fund
administration, tax, audit, legal, marketing, and
communications. The Management Engagement Committee
(“MEC”) reviews their performance annually, ensuring
appropriate expertise and remuneration.
35
Stakeholder engagement
Strategic report Governance Financials Other
### How the Board engages with stakeholders
The section below details some ofthe major decisions made
by the Board during 2024 and how the Boardconsidered
various stakeholder interests and the outcomes of
thosedecisions.
Our stakeholders How the Board engages
Capital allocation The Board oversees the allocation of capital between
framework investments and shareholder returns (dividends and
buybacks). Stakeholder feedback and analyses from the
Investment Manager inform the Board’s decisions. In 2024,
share buybacks were increased (with a further $120m
allocated for 2025-2028 subsequent to this reporting period).
NB Private Equity Partners Annual Report 2024
NBPE’s dividend policy led to $0.94 per share being paid in
2024, marking the 24th consecutive dividend payment.
Appointment of Guernsey The Board reviewed and replaced the Company Secretary
administrator and Guernsey Administrator. A sub-committee, comprising
representatives of the Investment Manager and Board
members conducted interviews with possible providers,
andfollowing due diligence, selected Oak Group toimprove
governance and operations of the Company, benefitting
shareholders, the Investment Manager, andother
serviceproviders.
Repayment of ZDP Shares In October 2024, the Board repaid $85m in ZDP Shares at
maturity. The decision was based on analysis by the Board
ofmaterials prepared by the Investment Manager.
36
Risk management
The Board is ultimately responsible for the The Board further considers those risks which
Strategic report Governance Financials Other
## Risk management framework identification and assessment of risk as well are deemed to be emerging risks. To be
asfor monitoring the key risks to the Company considered as an emerging risk, the Board
on an ongoing basis. The Board has appointed believes these risks are those which can be
the Investment Manager as Alternative reasonably identified in the current
Investment Fund Manager (“AIFM”), which is environment, but they are inherently longer-
NBPE Board of Directors
responsible for the day-to-day identification term in nature, dicult to quantify and highly
and monitoring of risks and maintenance of uncertain in terms of the extent of their impact.
the Company’s risk matrix, changes to which
While it is not possible to identify and manage
are reviewed on a quarterly basis. The risk
every risk to the Company, the Board believes
matrix identifies risks categorised by the
NBPE Audit Committee those identifiable risks are ones which carry
principal risks and uncertainties.
the potential for a material impact to the
To evaluate the principal risks and Company. As a result, with each of these
uncertainties facing the Company, the Board identifiable risks, the Board further considers
reviews the risk management matrix prepared their potential impact, key controls and
*
Investment Manager: NB Private Markets
by the Investment Manager. Within the risk current assessment within the risk matrix as
Investment Valuation Investment Operational management matrix, the Board believes the well. Judgement is applied to determine these
Committee** Committee** Risk Committee Risk Committee Independent
principal risks and uncertainties are those assessments, and the Board considers any
teams that
collaborate to which could have a material impact to the changes to the assessments of the key
Independent control units – Infrastructure – Legal
identify and
that collaborate Technology – Compliance Company’s financial condition or carry a underlying risks on a quarterly basis. Not all
mitigate risk

| – Business | – Asset | significant operational or reputational impact | risks can be eliminated; therefore, there is only |  |
| --- | --- | --- | --- | --- |
| Technology | Management |  |  |  |
|  |  | to the Company. The risk matrix is divided into | a reasonable assurance against fraud, |  |
| – Operations | Guideline |  |  |  |
| – Finance | Oversight | several key risk categories: investment risks, | misstatements or losses to the Company. |  |
|  | – Investment |  |  | NB Private Equity Partners Annual Report 2024 |

strategic, financial, operational and external
Risk
risks. Underlying these risk categories are
– Operational
Risk specific, identifiable risks. Each identifiable risk
includes information on the controls relied
Independent assurance – Internal audit upon by the Board, and the responsible
provider or providers. Each risk is colour-coded
between green (low risk) and red (high/
elevated risk) along with the potential risk
impact to the Company and how the risk has
* NB Private Markets is a general description of the business of the Investment Manager, NB Alternatives Advisers LLC; there has
changed over time. Emerging risks are also
been no change to the Investment Manager of NBPE
** Highlights represent committees of the Investment Manager; other committees presented above are resources of the parent identified separately on the matrix.
company, Neuberger Berman, of the Investment Manager
37
Risk management
TheBoard regularly receives an update on the reserved for share buybacks. TheBoard The Board monitors the Company’s overall
### Investment risks
Strategic report Governance Financials Other
Company’s largest positions from the regularly monitors the share price discount as investment level relative to the Company’s
Investment risks are those related to the
Investment Manager’s deal teams, the most well as the Company’s investor relations NAV and believes maintaining balance sheet
Company’s investments. This includes
recent of which occurred in March 2025 when programme and also discusses ways to narrow strength is an important risk mitigation eort
investment decisions, the performance of
the Board travelled to New York to meet the the discount with advisers. The Board has for the Company in the long term. Critical
investments over time, how investments are
Investment Manager and representatives of appointed Jeeries, at their sole discretion, factors, such as investment pacing, are
valued and the risk associated with foreign
Neuberger Berman. torepurchase shares, based on criteria set by monitored closely with the Investment
exchange for non-USD denominated
the Board. Manager responsible for decision making.
investments. The Board considers these risks in In addition, monthly NAV updates are released
TheBoard is provided with cash flow forecasts
### the context of directly impacting the to the market and provide valuation Financial risks
at each quarterly Board meeting which

| Company’s performance as well as the impact | information in a timely format to monitor |  |  |
| --- | --- | --- | --- |
|  |  | The Board believes the management of the | provide visibility into the short-term and |
| on the Company’s financial position and key | ongoing performance. The semi-annual |  |  |
|  |  | Company’s liquidity and compliance with | medium-term realisation and new investment |
| ratio tests under the Company’s revolving | review and annual audit provide further |  |  |
|  |  | credit facility tests to be significant financial | expectations to help guide thinking around |
| credit facility. The Board has delegated | assurances around the valuation of |  |  |
|  |  | risks facing the Company as of 31 December | the pace of new investments, and ultimately, |
| investment decisions to the Investment | investments, and ultimately, the performance |  |  |
|  |  | 2024. The Board has delegated the day-to-day | the projected balance sheet. |
| Manager, and as such, considers the | reflected of the Company. |  |  |

management of the Company’s liquidity
Investment Manager’s processes, experience
### Strategic risks position to the Investment Manager.
and judgement as the key controls to mitigate
Inaddition, with approximately $47 million
this risk. The Board notes the Investment Strategic risks are those which the Board
ofliquid investments held in the form of U.S.
Manager’s long-standing track record, believes impact the ability of the Company to
Treasury Bills, the Company has investments
thorough investment underwriting and due meet or deliver on its business objectives.
which could be liquidated quickly to cover
diligence and investment screening processes TheBoard considers the principal business
unexpected cash needs. Cash and liquid
as essential to the eorts of investment risk objective to be the long-term growth of NAV
investment balances are monitored daily

| mitigation. During each quarterly Board | over time, which ultimately increases value to |  |  |
| --- | --- | --- | --- |
|  |  | bythe fund administrator and Investment | NB Private Equity Partners Annual Report 2024 |
| meeting, the Board is furnished with reports | shareholders. In light of this, the Board |  |  |

Manager, providing further assurances and
from the Investment Manager detailing considers the Company’s share price discount
oversight to the Board. With respect to
investment performance and the major to NAV within the Company’s strategic risks
compliance with the credit facility tests,
contributors and detractors of value. and believes this is the most significant
theInvestment Manager regularly monitors
strategic risk facing the Company. To mitigate
headroom, financial ratios and diversification
this risk, over time, the Company has
tests and provides updates to the Board on the
completed a number of initiatives aimed at
Company’s borrowings at each quarterly
enhancing shareholder value and narrowing
Board meeting.
the discount, from portfolio construction,
investor relations initiatives, a dividend policy,
approach to capital allocation and a share
buyback policy as well as increasing the capital
38
Risk management
### Operational risks External risks Emerging risks
Strategic report Governance Financials Other
Operational risks are those which arise as part External risks are those which are outside the The Board considers emerging risks as those
of the normal course of business, day-to-day Company’s direct control and include risks which can be identified in the current
operations, and governance. The Board related to the general investment and environment, but which are inherently
oversees all aspects of the Company, but given economic environment, interest rates, longer-term in nature or uncertain as to their
the Company has no operations or employees, geopolitics and other exogenous factors. timing. The Board further recognises
many of the daily functions are outsourced to TheBoard believes external risks could impact emerging risks are dicult to quantify and
service providers. Therefore, the Board the Company’s investment portfolio to varying highly uncertain as to if and when they may
believes a disruption or operational event at a degrees, which in turn, could have an impact impact the Company and to what extent.
service provider, notably the Investment on the Company’s performance. External risks
However, the Board considers a number of
Manager, U.S. administrator or Guernsey are inherently dicult to forecast and impacts
emerging risks to the Company, which include:
administrator, could have a material impact to are uncertain. During the course of the year,
the general market environment and impacts
the Company. The Board, therefore, relies the Board considered a number of external
from taris, inflation and rising interest rates;
heavily on the policies and procedures of the risks including the overall investment and
geopolitical risks; the share price discount to
Investment Manager and other service economic environment, geopolitical events
NAV; and cyber risks. The Board believes the
providers. One area of meaningful focus by the and the level of interest rates. For example,
Company is mitigating these risks to the extent
Board during the year was the risk related to while inflationary pressures had eased
possible and noted the robust investment and
cyber security events. A cyber attack at one of considerably and supply chain issues were
portfolio monitoring procedures by the
the service providers to the Company could largely resolved, some companies still
Manager to understand the operating
cause material disruption to the Company. reported challenging macro environments
environment of portfolio companies,
During the year, the Board received an update within their respective markets. With respect
including dialogues with lead private equity
from Neuberger Berman’s Chief Information to geopolitical events, while their direct
managers. Recently, the Board noted the

| Security Ocer on key areas such as the | impact on the Company’s investment |  |  |
| --- | --- | --- | --- |
|  |  | Manager’s work alongside private equity | NB Private Equity Partners Annual Report 2024 |
| information security programme, third-party | portfolio was limited, the Board noted the risk |  |  |

sponsors to assess potential impacts of taris
risk management, training and security trends. from geopolitical events was more associated
on its investment holdings.
with general market conditions and a decline
The Board believes there are a number of
in economic activity in response to a specific
other operational risks related to governance,
geopolitical event or external shock. In turn,
legal and compliance, general business
his could impact the operating performance
operations and retaining talent at the
of underlying companies, though the
Company’s service providers; however, many
magnitude is dicult to assess. The Board
of these were considered low risk but were
maintains an overall awareness of the external
nevertheless monitored by the Board
environment and discusses aspects which may
throughout the year.
be material to the Company or the investment
portfolio as needed with advisers. However,
the Board recognises that external risks are
challenging to mitigate, other than during
thetime of deciding to make an investment.
39
Principal risks and uncertainties
Strategic report Governance Financials Other
## Principal risks and uncertainties
The table below shows a summary of what the Board determined to be the most significant principal risks and uncertainties to the Company during the year, what the potential impact could be,
andthe key controls relied upon by the Board to mitigate the risks and status, which shows the current status of the risk and whether the principal risks are increasing, decreasing or stable relative
tothe prior year.
External risk
Identified risk Potential impact Key controls Status
Market environment & geopolitical risks – risks include general High potential impact. General market and economic environment – The Board and Investment Manager are aware of the general market
market and economic environment, including interest rate aswell as changes in interest rates impact portfolio companies to environment and global risks generally
environment, and geopolitical risks arising from conflicts. varying degrees. – Risk mitigation is dicult, other than during the investment analysis
phase prior to making a new investment
– Investment Manager maintains discussions with underlying general
partners to assess and understand potential exposure/degree of
impact
– Consultation with other outside advisers
Reputational – risk that marketing and publicity eorts fail to reach High potential impact. If marketing/communications do not reach – Broker and Investment Manager reports to Board, preparation of
audience, or that strategy or content (including website) is inaccurate or audience, share price could be impacted; if website information is materials by Investment Manager, feedback on messaging/content
inconsistent. misleading or incorrect, investors may act upon such information and form from advisers. Monitoring of website by NB
Investment & strategic risk
Identified risk Potential impact Key controls Status
Investment decisions – Selecting investments to generate Sub-optimal risk-return investment decisions could lead the Company – Highly experienced Manager with deep team
NB Private Equity Partners Annual Report 2024
the best risk-adjusted returns to higher risk investments to generate a desired level – Extensive and thorough investment underwriting and due diligence
of return.
– Responsible investment policy
Performance – Achieving base case of investment thesis
and meeting long-term objectives Inconsistent investment performance would impact the Company’s – Regular Board review of Manager performance, operations and
financial position. capabilities
Valuations – Misstatements to NAV
– Monthly NAV update and quarterly valuation review via robust and
The valuation of investments directly impacts the Company’s financial
Foreign exchange – Fluctuations of exchange rates consistent valuation processes
position, key ratios/covenants and performance.
of non-USD investments in local currency relative to USD – Annual audit and semi-annual review
Fluctuations of exchange rates can impact performance when – Manager review of portfolio and monitoring offoreign exchange
translated to dollars. exposure when analysing new investments, if applicable
Share price discount to NAV – considered both on an absolute and Medium potential impact. The Company itself is not directly impacted, – Board monitoring and seeking feedback from advisers.
relative basis. but a high share price discount to NAV could reflect a negative investor – Investor meetings conducted by the Investment Manager, Chairman
sentiment to owning the Company’s shares, which would not be and Senior Independent Director
beneficial in the long term.
– Numerous measures over time to address: dividend policy, share
buyback policy, portfolio construction, investor relations programme
40
Principal risks and uncertainties
Operational risk Strategic report Governance Financials Other
Identified risk Potential impact Key controls Status
Cyber/IT security – protection and defence against cyber attacks. High potential impact. A cyber attack at one of the Company’s service – The policies and procedures at the Investment Manager and U.S.
providers could disrupt their operations, which in turn, could impact Administrator include specific defences against attacks, as well
their able to manage the Company day to day. asreviews of contingency practices and recovery procedures
– In the event of a cyber attack, notification by service provider
Cyber attacks at the underlying portfolio company level have the
to the Board
potential to impact valuations and therefore the value of NBPE’s
– Monitoring of underlying cyber security events at portfolio
investment portfolio. Risks related to IT systems and cyber are
companies by the Investment Manager
considered in the investment decision process.
NB Private Equity Partners Annual Report 2024
41
Going concern and Viability Statements
Strategic report Governance Financials Other
## Going concern
## and Viability Statements
Furthermore, downside scenarios were The Directors have selected a three-year
### Going concern Viability Statement
prepared by the Investment Manager to window for evaluating the potential impact to
### The Group’s principal activity and investment The Board has evaluated the long-
highlight impacts to the Company’s balance the Group on the following basis:
objectives are described on pages 55 and 58 of

|  | sheet, leverage levels and key ratio tests, in the | term prospects of the Group, |  |
| --- | --- | --- | --- |
| the Report, and the Group’s financial position |  |  | – Investments are subject to overall financial |
|  | event of valuation declines and/or lower | beyond the 12-month time horizon |  |
| is stated on page 74 of the Report. Note 11 of |  |  | market and economic conditions. Projecting |

realisation activity. Even in a downside
### assumption within the going long-term financial and economic conditions
the Consolidated Financial Statements
scenario, and despite the inherent uncertainty
### describes the Group’s risks with respect to concern framework. Further details is inherently dicult, but a three-year
of any such downside event occurring, the
market, credit and liquidity risk. On page 89 of of the forecast and the process for window is a reasonable time horizon.
Board concluded the Company could meet its
the report, the Group’s liquidity and available – Value-creation plans are executed over a
### liabilities on an ongoing basis. assessing long-term prospects of the
borrowing facilities are described. number of years and private equity
### Group are set out in this section, and

|  | Therefore, having considered a 12-month |  | managers generally take a longer-term view |
| --- | --- | --- | --- |
| The Group’s cash flows are provided on page |  | the Board believes this analysis |  |
|  | horizon from the date of authorisation of this |  | on performance, rather than a focus on |
| 79 of the Report. Given the Group’s cash flows |  | provides a reasonable basis to |  |
|  | annual financial report, the Directors have a |  | ‘quarterly earnings’; three to five years is a |

and financial position, the Directors believe
### reasonable expectation that the Group has support the viability of the Group. typical holding period target for private
the Group has the financial resources to meet
adequate resources to continue to operate equity managers.
NB Private Equity Partners Annual Report 2024
its financial commitments as they fall due.
into the foreseeable future, and accordingly
– Medium-term outlook of underlying
The Directors have considered a number of the Consolidated Financial Statements have
Company performance is typically assessed
risks, both current and emerging, in making been prepared on a going concern basis.
for valuation purposes.
the determination to adopt the going concern
basis for accounting. The Board has also
considered a number of analyses prepared by
the Investment Manager that assess the
Company’s financial position and cash flows.
42
Going concern and Viability Statements
Strategic report Governance Financials Other

| The 2024 ZDPs were repaid in October of | The Investment Manager discussed the key | The base case made further assumptions of | The key findings from this analysis and |
| --- | --- | --- | --- |
| 2024 and the Company has no other | financial assumptions and findings of the | NAV growth and additional realisations, both | discussions with the Investment Manager was |
| financings maturing within the three-year | model with the Board. The model forecasts | of which were below the long-term averages | that, in both cases, NBPE could continue to |
| forecast period. | returns and cash flows on an asset-by-asset | of the Company. The model also assumed a | fund its existing commitments, pay dividends, |
|  | and on a total portfolio basis to evaluate cash | certain pace of re-investment, based on the | maintain reserves allocated to share buybacks |

To evaluate the Company’s financial position,
and investment pacing considerations. The level of realisations from the portfolio. The as well as continue to pay ongoing expenses.
the Directors reviewed a financial model
Investment Manager selected two cases to Investment Manager views this as a The downside case showed new investments
prepared by the Investment Manager. The
evaluate the viability of the Company over the reasonable case to evaluate the prospects of would stop and the investment level was
financial model includes projections of cash
three-year window. Both cases included the Company based on historical levels of higher in later periods of the forecast (as a
flows, expenses and liabilities, as well as NAV
expected realisations from signed but not yet portfolio realisations over time. result of the decline in valuations). Over the
growth assumptions to evaluate loan-to-value
closed transactions as well as pending forecast period of the downside case, NBPE
and coverage test ratios. However, the Directors recognise that overall
investments funded subsequent to this maintained ample liquidity and LTV ratios.
market conditions represent a continued risk
The Board believes the Company is in a healthy reporting period. Inlight of this analysis, the Directors concluded
and uncertainty for the Company. In light of
financial position and able to meet upcoming the Company could continue to operate over
this, the Investment Manager prepared a
liabilities when they mature. The Directors the three-year viability window.
second forecast case which was a downside
further note the Company’s $300 million NB Private Equity Partners Annual Report 2024
case scenario, indicative of a deep recession
revolving credit facility was $90 million drawn
and slow recovery. This case assumed a 10%
as of 31 December 2024 and the Company had
NAV decline in 2025 and no growth in 2026
approximately $73 million of cash and liquid
and 2027. Further, this case only assumed
investments held in the form of U.S. Treasury
$64million of realisations during 2025; 2026
Bills. Further, the borrowing availability period
and 2027 assumed only a limited amount of
extends to 2029.
realisations below historical averages.
44 Governance overview
45 The Board
## Governance
47 Corporate governance
55 Directors’ report
58 Investment objective and policy
59 Remuneration report
62 Report of the Audit Committee
66 Statement of Compliance with
the AIC Code of Corporate Governance
## G
67 Statement of Directors’ responsibilities
44
Governance overview
Strategic report Governance Financials Other
›› P62
### Audit Committee
Provides oversight and reassurance
## Board structure
John Martyn Falla C
tothe Board, specifically with regard
Trudi Clark
to the integrity of the Company’s
## and committees Pawan Dhir financial reporting, audit
Louisa Symington-Mills arrangements, risk management,
Wilken von Hodenberg andinternal control processes and
governance framework.
### Board of Directors
›› P52
### Management
WILLIAM MALTBY JOHN MARTYN FALLA
### Chairman, Independent Director Independent Director Engagement Committee Reviews annually the performance of
TRUDI CLARK LOUISA SYMINGTON-MILLS the Investment Manager and the
Trudi Clark C
Independent Director Independent Director terms of the Investment Management
Pawan Dhir
Agreement. Additionally, the
PAWAN DHIR WILKEN VON HODENBERG
John Martyn Falla
Independent Director Senior Independent Director committee reviews the performance
William Maltby
and terms of engagement of other key
Louisa Symington-Mills NB Private Equity Partners Annual Report 2024
service providers to the Company.
The Board seeks to be responsive to both
### Good corporate governance Wilken von Hodenberg
the evolving regulatory environment
### is fundamental to the way
and changing expectations about the
### NBPE conducts business.
role of business in society. In particular, ›› P59
### Nomination and
Eective oversight of strategy and risk is the Board seeks to ensure that its own
### Remuneration Committee Assists the Board in filling vacancies
particularly important to promote the culture and that of the Investment
on the Board and its committees and
long-term success of the Company. Manager are aligned with the Trudi Clark C
to review and make recommendations
Company’s purpose and values,
Pawan Dhir
The Chairman is responsible for ensuring regarding Board structure, size
andthat the Company has the
John Martyn Falla
that the Board upholds a high standard andcomposition. Additionally,
necessary service providers with the
William Maltby
of corporate governance and operates thecommittee reviews the
appropriate financial and human
Louisa Symington-Mills
eectively and eciently, promoting a remuneration of the Chairman and
resources to deliver its strategy.
Wilken von Hodenberg
culture of openness and debate. Non-Executive Directors.
William Maltby
Chairman
C Committee Chair
45
The Board
Strategic report Governance Financials Other
N&R N&R
M A
M
## e Board
### The Board is responsible for oversight of NBPE, and for eective
WILLIAM MALTBY TRUDI CLARK
### stewardship of the Company’s aairs. Chairman, Independent Director Independent Director
Appointed 21 March 2019 Appointed 24 April 2017
Matrix of skills and experience

|  |  |  |  | John |  | Louisa |  | Wilken | Background and experience | Background and experience |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | William | Trudi | Pawan | Martyn | Symington- |  |  | von | William Maltby was vice chairman of Investment Banking | Trudi Clark qualified as a chartered accountant with |
|  | Maltby | Clark | Dhir | Falla |  | Mills | Hodenberg |  |  |  |
|  |  |  |  |  |  |  |  |  | at Deutsche Bank where he worked for more than 25 | Robson Rhodes in Birmingham, after graduating in |
| Skills and Experience |  |  |  |  |  |  |  |  | years. Mr Maltby spent a further six years as a Senior | Business Studies. Moving to Guernsey in 1987, Ms Clark |
|  |  |  |  |  |  |  |  |  | Adviser to the Investment Banking Division of Deutsche | joined KPMG where she was responsible for an audit |

Private equity and
Bank. Mr Maltby was a corporate financier specialising in portfolio including some of the major financial institutions
investment management
financial sponsors (private equity) and leveraged finance, in Guernsey. After 10 years in public practice, Ms Clark was
Investment trusts and was head of Deutsche Bank’s European Financial recruited by the Bank of Bermuda as Head of European
Sponsor Coverage and Leveraged Finance businesses. Internal Audit, later moving into corporate banking. In
M&A, investment banking
Hejoined Morgan Grenfell in 1984 which was acquired by 1995, Ms Clark joined Schroders in the Channel Islands as
and capital markets
Deutsche Bank in 1989. CFO. Ms Clark was promoted in 2000 to Banking Director
Accounting and valuation and Managing Director in 2003.
Mr Maltby was chairman of Mithras Investment Trust Plc,
Risk management
a private equity fund of funds investment trust listed on From 2006 to 2009, Ms Clark established a family oce, NB Private Equity Partners Annual Report 2024
the London Stock Exchange from 2012 to 2018, when it specialising in alternative investments. From 2009 to
completed a successful realisation strategy. 2018, Ms Clark returned to public practice specialising in
M Management Engagement Committee corporate restructuring services. Ms Clark has several
Mr Maltby is also chairman of Ekins Guinness LLP.
non-executive director appointments for companies,
A Audit Committee He qualified as a Chartered Accountant with Peat Marwick
both listed and non-listed, investing in property, private
and has a law degree from the University of Cambridge.
N&R Nomination and RemunerationCommittee equity and other assets.
Contribution to NBPE
Committee Chair Contribution to NBPE
Mr Maltby’s expertise brings a wealth of knowledge of
Ms Clark has significant expertise in both accountancy
listed investment trusts, investment banking and private
and Guernsey regulations, as well as being an
equity to the Board, in addition to being an experienced
experienced non-executive director of public companies,
and eective Chairman.
all of which have proven beneficial to both the Board and
its committees.
Other public directorships
Mr Maltby has no other public company directorships. Other public directorships
The Schiehallion Fund Limited and Taylor Maritime Limited.
## T
The Board

![img-1.jpeg](img-1.jpeg)

# **PAWAN DHIR**

Independent Director

Approved 19 September 2023 |

# **Background and experience**

Pawan Dhir has over three decades of global experience in finance in private equity, as well as the wider asset and wealth management sectors. He has held a number of leadership positions in finance, audit, risk management and valuations, including specialising in the valuation of unquoted shares and securities.

Mr Dhir worked for UBS for nearly 25 years, where he was latterly Managing Director and Global Head of Financial Accounting & Controlling and was previously at Morgan Stanley. He is a Fellow of the Institute of Chartered Accountants in England and Wales, having qualified with Coopers & Lybrand. Mr Dhir graduated from the University of Manchester with a BSc in Physics. He is a non-executive director and Audit Chair at the Royal Free London NHS Foundation Trust and holds a number of Board Trustee positions in the educational sector.

# **Contribution to NBPE**

Mr Dhir's experience in finance as well as being an experienced non-executive director and Audit Chair is significantly valuable to the Board and its committees.

# **Other public directorships**

Mr Dhir has no other public company directorships.

![img-2.jpeg](img-2.jpeg)

# **JOHN MARTYN FALLA**

Independent Director

Approved 21 December 2015 |

# **Background and experience**

John Falla, a resident of Guernsey, is an Associate of the Institute of Chartered Accountants in England and Wales. Mr Falla has a degree in Property Valuation and Management from City University London and is a Chartered Fellow of the Chartered Institute for Securities and Investment, holding their diploma. Mr Falla qualified as a chartered accountant with Ernst and Young in London, before transferring to their Corporate Finance Department, specialising in the valuation of unquoted shares and securities, including private equity holdings. On Mr Falla's return to Guernsey in 1998, he worked for an International Bank before joining The International Stock Exchange (formerly Channel Islands Stock Exchange) in 1998 on its launch as a member of the Market Authority.

In 2000, Mr Falla joined the Edmond de Rothschild Group. Although based in Guernsey, he provided corporate finance advice to international clients including open and closed-ended funds, and institutions with significant property interests. Mr Falla was also a director of a number of Edmond de Rothschild operating and investment entities. Mr Falla has been a non-executive director of London listed companies for a number of years, and is now a full-time non-executive director and consultant.

# **Contribution to NBPE**

Mr Falla has significant expertise as an accountant and as a non-executive director of London listed companies for over 10 years, both of which contribute to his role as a non-executive director of the Company and as Chair of the Audit Committee.

# **Other public directorships**

Baker Steel Resources Trust Limited.

![img-3.jpeg](img-3.jpeg)

# **LOUISA SYMINGTON-MILLS**

Independent Director

Approved 15 June 2021

# **Background and experience**

Louisa Symington-Mills has extensive experience of the listed private equity sector. She was a listed alternative investment fundi equity research analyst at Royal Bank of Scotland and Jefferies, with a particular focus on listed private equity investment companies. She has played a key role in increasing awareness and understanding of listed private equity.

She subsequently became chief operating officer at LPEQ (now part of Invest Europe), an international association of listed private equity companies, and is now an award-winning entrepreneur. Ms Symington-Mills began her career at M&G Investment Management in 2003 and has an English Literature degree from the University of Durham.

# **Contribution to NBPE**

Ms Symington-Mills' experience in listed private equity, and as a research analyst, provides a depth of insight to the Board during meetings. Her input is particularly valued during discussions with the Company's corporate brokers and other investor relations advisers.

# **Other public directorships**

Ms Symington-Mills has no other public company directorships.

![img-4.jpeg](img-4.jpeg)

# **WILKEN VON HODENBERG**

Senior Independent Director

Approved 21 March 2019

# **Background and experience**

Wilken von Hodenberg is a businessperson with 40 years of experience in private equity, investment banking and senior management. Mr von Hodenberg has been at the head of five different entities and for some years occupied the position of chairman of the German Private Equity & Venture Capital Association.

Mr von Hodenberg was a member of the Supervisory Board for Deutsche Beteiligungs AG from 2013 until February 2020. He was also a non-executive director of eCapital Entrepreneurial Partners AG, and of Weipa SE.

From 2000 to 2013 Mr von Hodenberg was CEO of Deutsche Beteiligungs AG. He also served as a managing director of Merrill Lynch in Frankfurt (1998 to 2000). Prior to his Mr von Hodenberg was managing director at Baring Brothers GmbH (1993 to 1997). From 1990 to 1992 he was CFO of Tengelmann Group, a major German retailing group. He started his career at JPMorgan in New York and Frankfurt (1983 to 1989). Mr von Hodenberg holds a Law degree from the University of Hamburg.

# **Contribution to NBPE**

Mr von Hodenberg's private equity investment expertise is highly valuable for Board discussions and of particular relevance for the Company.

# **Other public directorships**

Sloman Neptun AG.

46

Strategie report

Investments

Financials

Other

NB Private Equity Partners Annual Report 2024
47
Corporate governance
When a new Director is appointed to the
### Composition and independence Strategic report Governance Financials Other
## Corporate governance Board, they are provided with relevant
The Board currently comprises six Non-
information regarding the Company and their
Executive Directors. As outlined in the NBPE
duties and responsibilities as a Director.
2024 Annual Report, it is the Directors’
In addition, the new Director also spends time
intention that the size of the Board should
with representatives of the Company
decrease tofive and will do so following
Secretary, the Investment Manager and other
MrFalla’s retirement at the 2025 AGM.
key service providers in order to learn more
However, the size of the Board may increase
about their processes and procedures.
The Board of NBPE has considered the
## e Directors are again temporarily in 2026 to allow for a
principles and provisions of the Association of
The induction process covers a number of key
handover period prior to Ms.Clark’s retirement
Investment Companies (“AIC”) Code of
## committed to robust business areas and teams, including: meetings
at the AGM in 2026.
Corporate Governance (“AIC Code”). The AIC
with the Board and Chairman to discuss the
## standards of corporate Code addresses the principles and provisions The Board regularly reviews the independence
Company’s business, operations and
set out in the UK Corporate Governance Code of its members and, having due regard to the
governance; meetings with the Company’s
## governance.
(the “UK Code”), as they are relevant to an definitions and current guidelines on
Investment Manager to look at the Company’s
Investment Company. The Board considers independence under the AIC Code, considers
portfolio, investment management and
that reporting against the principles and all Directors to be independent, and confirms
operations; meetings with the Company’s
provisions of the AIC Code, which has been that the Chairman was independent on
administrator to discuss legal and regulatory
endorsed by the Guernsey Financial Services appointment and has remained so during his
obligations and requirements, processes and
Commission, provides more relevant tenure. Biographies of each Director can be
governance generally; meetings with the
information to shareholders. found on pages 45 and 46.
Company’s corporate brokers to discuss
investor perceptions, capital markets, and the
### The AIC Code is available on the AIC website Induction and training
development of the Company’s shareholder
(www.theaic.co.uk). It includes an explanation
Directors are provided, on a regular basis, with NB Private Equity Partners Annual Report 2024
base; and meetings with the Company’s
of how the AIC Code adapts the principles and
key information on the Company’s policies, Auditors,PR and marketing advisers.
provisions set out in the UK Code to make
regulatory requirements and its internal
them relevant for investment companies.
The Board provides appropriate training to all
controls. Regulatory and legislative changes
new Directors, which includes training on their
Further information on the Company’s aecting Directors’ responsibilities are advised
duties, including those under Section 172
compliance with the AIC Code can be found to the Board as they arise, along with changes
of the UK Companies Act 2006, and provides
on page 66. to best practice by, among others, the Company
refresher courses from time to time. When a new
Secretary and the Auditors. Advisers to the
The Company is also subject to the Alternative
Director joins the Board, they receive training,
Company also prepare reports for the Board
Investment Fund Managers Directive
including details of regulatory and legal duties as
from time to time on relevant topics and issues.
(“AIFMD”) and has a management agreement
a director of a Guernsey domiciled investment
In addition, Directors attend relevant seminars
with NB Alternatives Advisers, LLC (the
company listed on the Main Market of the
and events to allow them to refresh their skills
“Investment Manager” or the “Manager”)
London Stock Exchange. Furthermore, the
and knowledge and keep up with changes
to act as its Alternative Investment Fund
Chairman reviews the training and development
within the investment company industry.
Manager (“AIFM”).
needs of each Director during the annual Board
evaluation process.
48
Corporate governance

|  | In 2024, under the mandate of the Nomination |  | one of the senior positions (that are applicable |  |
| --- | --- | --- | --- | --- |
| Performance evaluation |  | Diversity and inclusion |  | Strategic report Governance Financials Other |
|  | and Remuneration Committee, the Directors |  | to the Company) of either the Chair or the |  |

### and eectiveness
The Board’s ongoing objective is to have

|  | completed an internal performance |  | Senior Independent Director, but notes Trudi |
| --- | --- | --- | --- |
| In accordance with Provision 26 of the AIC |  | an appropriately diversified representation |  |
|  | evaluation of the Board and its committees, |  | Clark chairs two of the Company’s committees, |
| Code, the Company undergoes an annual |  | bygender, ethnic background, skills and |  |
|  | individual Directors and the Chairman. |  | the Management Engagement Committee |
| evaluation of the Board’s performance, its |  | experience. Details of the Directors’ wide |  |
|  | Theevaluation was conducted using tailored |  | and the Nomination and Remuneration |
| committees, the Chair and the individual |  | range of experience and skills which |  |
|  | annual performance questionnaires to assess |  | Committee. NBPE only has one other |
| Directors. An external evaluation takes place |  | contribute towards creating a balanced and |  |
|  | Directors’ feedback on various areas including: |  | committee, the Audit Committee. |
| every three years. In other years, the process |  | inclusive decision-making environment and |  |

(i) Investment Matters; (ii) Composition
takes place in the form of questionnaires and overall eective operation of the Board, can
andIndependence; (iii) Board Processes;
discussion. Both the internal and external befound in their biographies and in the skills
(iv)Relationships and Communication;
annual evaluation help ensure that the Board’s matrix on pages 45 and 46.
(v)Shareholder Value; (vi) Knowledge and
operations remain aligned with the culture, Skills; as well as any additional information
The Board supports the requirements in the
purpose and values of the Company, and help that may be required to facilitate better Board
UK Listing Rules to provide detail on whether
identify areas for improvement. The Senior discussions. The responses were collated by
the Board has met with specific board diversity
Independent Director leads the appraisal of the Company Secretary and presented to the
targets, on a comply or explain basis, reflecting
the Chairman’s performance. An external Board for consideration. The Board held an
the recommendations set by both the FTSE
independent review of the Board’s extensive discussion and concluded that the
Women Leaders Review on gender diversity
performance was undertaken by Fletcher 2024 annual performance evaluation of the
and the Parker Review regarding minority
Jones Limited in 2022. Overall that report Board, its committees, the Chair and the
ethnicity representation on boards.
found that the collective eectiveness of the individual Directors was satisfactory, taking
Board and of each individual member was The Board currently has two female Directors,
into account the Directors’ eective
ranked highly in key areas such as investment making the gender balance 33% female and
contribution and relevant skills and experience

| performance and monitoring, strategic and |  | 67% male, and one Director from a minority |  |
| --- | --- | --- | --- |
|  | that the Board deemed to be appropriate |  | NB Private Equity Partners Annual Report 2024 |
| corporate issues, governance and shareholder |  | ethnic background. As part of the Board’s |  |

tothe requirements of the Company.
matters. Concerning investment matters, succession planning, which takes account of
### Directors’ time commitments future retirements of Directors upon reaching
Board members scored highly in dierent
areas, suggesting that the Board is nine years of service and the skills that they
At the time a new Director is appointed to the
strengthened by the diversity of skills and bring that will need replacement, Pawan Dhir
Company, consideration is given to his or her
experience among its members. Further, the joined the Board in September 2023 as Mr.Falla’s
time commitments and availability in order
report noted a healthy, respectful and successor, temporarily taking the total Board size
tofulfil the role. A schedule of each Director’s
conducive Board in operation where all to six Directors. The Board composition is
appointments is tabled quarterly for each Board
Directors listened to each other and advisers intended to decrease to five Directors following
meeting. In the year under review, all Directors
and used a constructive style to provide a period of handover and Mr Falla’s retirement
were considered to have sucient time to
appropriate challenge and to test atthe June 2025 AGM, consequently shifting the
commit to their respective roles on theBoard,
understanding. An external independent gender balance back to 40% female and 60%
taking account of their external appointments.

| review of the Board’s performance takes place | male, thereby meeting the FTSE Women Leaders |
| --- | --- |
| every three years, with the next review later | target by the end of 2025. The Board iscognisant |
| this year. | that a female Director does not currently hold |

49
Corporate governance
### Gender diversity Tenure of Independent Strategic report Governance Financials Other
TENURE YEARS
Number
### Non-Executive Directors
Number ofsenior
ofBoard positions on
Each Non-Executive Director is appointed
members in Percentage the Board
scope (Post ofthe Board (CEO,CFO, SID by a letter of appointment on an ongoing
Director AGM)* (Post AGM)* and Chair)**
basis, and shareholders vote on whether
Men 4 (3) 67% (60%) 3
toelect/re-elect him or her at every AGM.
Women 2 (2) 33% (40%) 2
ANon-Executive Director will only be
Not specified/prefer not to say 0 (0) 0% (0%) 0
proposed for re-election at an AGM if the
* Following John Falla’s retirement at the upcoming 2025 Company AGM, the number of male Board members will be three and the
Board is satisfied with the Non-Executive
number of female Board members will be two, corresponding to percentages of 60% and 40% respectively
** As the roles of CEO and CFO are not applicable for investment trusts, this criteria cannot be met in full. The company has three Director’s performance, independence and
committees, two of which are chaired by Trudi Clark. 0–3 years 20.0%
ongoing time commitment.
4–6 years 60.0%
The Board has adopted a policy on tenure that 7+ years 20.0%
### Ethnic diversity
is considered appropriate for an investment
During the year, the Company met the Parker Review target of having a person from a minority company. The Board does not believe that
### Chair tenure policy
ethnic group on the Board. length of service, by itself, leads to a closer
relationship with the Investment Manager or The Company’s policy is that the Chair should
Number
ofsenior necessarily aects a Director’s independence. normally serve no longer than nine years
Number positions on The Board’s tenure and succession policy seeks
asaDirector but, when it is in the best interests
ofBoard the Board
members in Percentage (CEO,CFO, SID to ensure that the Board is well balanced and of the Company, shareholders and stakeholders,
scope (Post ofthe Board and Chair) (Post will be refreshed from time to time by the
the Chair may serve for a limited time beyond
Director AGM)* (Post AGM)* AGM)**
appointment of new Directors with the skills that. Such circumstances may include, but not
White British or other White (including minority white groups) 5 (4) 83% (80%) 4 (3)
and experience necessary to replace those lost be limited to, periods of succession planning or
Mixed/multiple ethnic groups – – –
NB Private Equity Partners Annual Report 2024
by Directors’ retirements. Directors must be to provide stability during a period of major
Asian/Asian British 1 (1) 17% (20%) – (1)
able to demonstrate their commitment to the change in the Company. In such circumstances,
Black/African/Caribbean/Black British – – –
Company. The Board seeks to encompass past the independence of the other Directors
Other ethnic group (including Arab) – – – and current experience of various areas
will ensure that the Board as a whole
Not specified/preferred not to say – – – relevant to the Company’s business. remainsindependent.
* Following John Falla’s retirement at the upcoming 2025 Company AGM, the number of white Board members will be four and the
number of Asian Board members will be one, corresponding to percentages of 80% and 20% respectively
** The data in the tables above was collected using a self-assessment questionnaire reflecting the categories set out in the table,
which each of the relevant individuals was requested to complete
The Board acknowledges the importance of gender and minority ethnic diversity within the
Boardroom. While all future appointments will be made based on merit, the consideration
oftheBoard’s diversity will form an integral part of succession planning. The Board’s long-term
succession plan takes account of future retirements of Directors upon reaching nine years
ofservice and the skills that they bring that will need replacement.
50
Corporate governance
– compliance with listing rules and guidelines The Senior Independent Director should payments and other matters. The Board held
### Role of the Board Strategic report Governance Financials Other
and continuing obligations as well as perform, where appropriate, the following detailed discussions and reviews around the
It is the responsibility of the Board to ensure
applicable legislation and regulation duties: following matters:
that there is eective stewardship of the
– strategic and financial matters including
Duties relating to the Chair – Reviewing and evaluating the Company’s
Company’s aairs. Strategic issues are
consideration of the Company’s mandate
capital allocation framework
determined by the Board. A formal schedule
and objectives, future strategy, investment – Work closely with the Chair, serving as a
ofoperational matters reserved for the Board – Evaluating the level of capital return
policy and guidelines sounding board and providing support
has been adopted in order to enable it to including dividends and share buybacks
through acting as an intermediary for
– as the Company has no employees and
discharge its responsibilities, and enable – Reviewing the Company’s share price
other Directors and shareholders by
delegates its operations to third parties,
Directors to have full and timely access to discount to NAV on an absolute and
identifying issues and trying to mediate
akey responsibility of the Board is the
relevant information. relative basis
and build a consensus
oversight of its key service providers,
– Detailed review of the investment portfolio
The major duties and reserved powers of the inparticular its Investment Manager and – Hold annual meetings with Non-Executive
and performance and financially material
Board cover the Directors’ duties and statutory Administrators, to ensure that they deliver Directors, to appraise the Chair’s
environmental, social, and governance
obligations as well as strategic, financial and services at the highest standard and also performance and deliver feedback
monitoring
shareholder matters and focus strongly on the have strong systems of internal control to the Chair
– Discussions surrounding AIC cost disclosures
delegation, supervision, reporting, compliance, tosafeguard the assets of the Company
Duties relating to the Board
for Investment Trusts
monitoring and control responsibilities of the – ensure that a framework for strong
Board. As such, the key responsibilities are to – Ensure that the views of each Non-Executive – Review of the Company’s investor relations
corporate governance is in place which is
exercise central management and control by Director are appropriately considered, programme including updates and
believed to be suitable for the Company.
directing the Company in accordance with provide a forum for confidential discussions feedback from investor meetings, events,
agreed investment policy and applying Role of the Chair if their concerns are not fully addressed by ongoing initiatives and communications
generally accepted standards of best practice the Board, and have the authority to call a – Reports from various Company service
The Chairman leads the Board and is
and principles of good governance, in the meeting of the Non-Executive Directors providers and advisers
responsible for ensuring that the Board

| interests of the protection of investors, |  | when necessary |  | NB Private Equity Partners Annual Report 2024 |
| --- | --- | --- | --- | --- |
|  | upholds a high standard of corporate |  | – An update from the Investment Manager on |  |
| shareholders and all stakeholders. |  |  | Neuberger Berman’s information security |  |
|  | governance and operates eectively and | Duties relating to shareholders |  |  |
|  | eciently, promoting a culture of openness |  | programme and security key risk indicators |  |

The major duties of the Board include, but are
– Be available to shareholders with unresolved
and debate. – Jeeries and Stifel, as joint Corporate Brokers
not limited to:
concerns and, when necessary, meet with
major shareholders to understand their The Investment Manager and the Company’s
### – statutory obligations including review and Role of Senior Independent
concerns and address issues Administrator furnish the Directors with
### approval of annual and interim accounts, Director
relevant materials, including investment
dividends, the Company risk matrix circulars The SID Roles and Responsibilities Policy can
The Senior Independent Director (“SID”) works reports, risk analysis and other documents
and shareholder announcements be found on the Company’s website.
closely with the Chairman and ensures that in a timely manner prior to each Board meeting.
– making recommendations to shareholders
### each of the Non-Executive Directors’ concerns Board and committee meetings In addition, an agenda is circulated to the
regarding changes to the Memorandum
are heard, and is available to attend meetings Directors prior to the meeting, and the
and Articles of Incorporation, proposals The Board meets quarterly to discuss Company
with a range of major shareholders to Directors may consider additional topics for
relating to the appointment of the auditors developments and ongoing activities. Over
understand potential concerns. discussion prior to each Board meeting.
and audit fee and all other matters the year, in addition to the quarterly meetings,
Representatives from the Investment
regarding major corporate issues the Board also held various ad hoc meetings to
Manager attend the meetings to report to the
discuss documentation, approve dividend
51
Corporate governance
Audit Company’s liquidity position to assist York and held detailed discussion with key
Strategic report Governance Financials Other
Director Board meeting Committee MEC NRC
performance of the Company’s NAV. Neuberger Berman personnel, as well as
William Maltby* 4 (4) 3 (3) 1 (1) 3 (3)
TheBoard also reviews this information in representatives of a number of the Company’s
Trudi Clark 4 (4) 3 (3) 1 (1) 3 (3)

|  | relationship to the Company’s share price to | key service providers in order to review tax, |
| --- | --- | --- |
| Pawan Dhir 4 (4) 3 (3) 1 (1) 1 (1) | evaluate the Company’s share price discount | accounting and audit matters. |
| John Martyn Falla 4 (4) 3 (3) 1 (1) 3 (3) | to NAV and those of the Company’s peers. |  |

### Director indemnity

| Louisa Symington-Mills 4 (4) 3 (3) 1 (1) 3 (3) | – Returns information: the Board evaluated |  |
| --- | --- | --- |
| Wilken von Hodenberg 4 (4) 3 (3) 1 (1) 3 (3) | both the NAV per share return and the | To the extent permitted by the Companies |
| Does not include ad hoc Board meetings | NAV Total Return, including the Company’s | (Guernsey) Law, 2008 (as amended), the |

In the unlikely event of any Directors being unable to attend Board or committee meetings, the relevant Directors would be contacted
dividends. Company’s Articles of Incorporation
by the Chairman before and/or after the meeting to ensure they are aware of the issues being discussed and to obtain their input.
*Attendance at Audit Committee meetings was not as a member of the committee indemnify the Directors out of the Company’s
In addition, the Board arranges for
assets from and against all liabilities in
presentations from the Company’s brokers
Board on relevant matters regarding Directors have relevant information to make
respect of which they may be lawfully
and other advisers and service providers on
investment performance and investment informed decisions for the benefit of the
indemnified, except for any liability (if any) as
matters relevant to the Company’s business.
activities. Other service providers to the shareholders. At Board and ad hoc meetings,
they shall incur or sustain by or through their
The Board maintains regular contact with the
Company are invited to speak at Board the Investment Manager provides the Board
own wilful act, gross negligence or default.
Company’s service providers, both formally
meetings on relevant matters, as necessary. with key information regarding the
and informally, to ensure that they are During the year, the Company has maintained
The quorum for any Board meeting is two underlying investments, ideas for new
updated on all issues and kept abreast of the insurance cover for its Directors and ocers
Directors but attendance by all Directors at each initiatives that will help drive shareholder
latest developments. under a directors and ocers liability
meeting is strongly encouraged. value, and continual feedback from
insurance policy.
shareholders. This information assists the The Board gives feedback on all relevant items
The table above conveys the number of Board

|  | Board’s evaluation of the Company’s key | discussed to help achieve success for the |  |
| --- | --- | --- | --- |
| and committee meetings attended and, in |  |  | Disclosures required under |
|  | performance indicators, found on pages | benefit of shareholders as a whole. |  |
| brackets, the number of scheduled meetings. |  |  | UKLR 6.6.1R |

12and 13 of the strategic report.
NB Private Equity Partners Annual Report 2024
The Board recognises that much of the
### Company Secretary There are no disclosures required under the
The Investment Manager’s reports to the decision making, particularly with respect to
Financial Conduct Authority’s UK Listing Rule
The Directors also have access to the advice Board included: underlying investments, is delegated to the
6.6.1R which have not been disclosed elsewhere
and services of the Company Secretary, Investment Manager as per the Investment
– Investment performance and portfolio in this report.
Ocorian Administration (Guernsey) Limited (to Management Agreement; however, the Board
composition: performance of underlying
### 31 October 2024) and then Oak Fund Services is responsible for oversight of the Investment Conflicts of interest
portfolio company investments as well as
(Guernsey) Limited, which is responsible to the Manager and regularly reviews information to
analysis on the underlying portfolio The Company has adopted a policy requiring
Board for ensuring the timely delivery of ensure decisions are in line with the overall
composition as a whole. Directors to disclose any conflicts of interest,
information and reports, and for ensuring that strategy set by the Board. In addition to the
– The Board evaluated the portfolio liquidity including those resulting from significant shares
statutory obligations of the Company are met. regular updates from the Investment
position to assist in decisions regarding held in the Company or an investee company
Manager, the Board conducts a detailed
dividends paid by the Company as well as and other directorships, shareholdings or
### Flow of information
annual review of the investment portfolio.

|  | capital allocated to the Company’s buyback |  | historic employment linked to the Investment |
| --- | --- | --- | --- |
| The Company places great emphasis on the |  | Subsequent to the end of this reporting |  |
|  | programme. |  | Manager. In accordance with the policy, any such |
| flow of information from the Investment |  | period, in March 2025, the Directors visited |  |
|  | – Company financial position and net asset |  | conflicts require approval from the remainder of |
| Manager to the Board, ensuring that the |  | Neuberger Berman’s headquarters in New |  |
|  | value (“NAV”): the Board reviewed the |  | the Board. A list of each Director’s directorships |

52
Corporate governance

| is tabled at each quarterly meeting and |  | agreement that it considers necessary | – From 1 January 2024 to 30 September 2024, |  |
| --- | --- | --- | --- | --- |
|  | Whistleblowing policy |  |  | Strategic report Governance Financials Other |
| the Board considers any potential arising |  | anddesirable as a result of its review | Ocorian Administration (Guernsey) Limited, |  |

### andarrangements
conflicts at each Board meeting held prior – review the fees payable to the Investment as Company Secretary and Guernsey
to proceeding with any business. Currently The Board and the Audit Committee have been Administrator
Manager to ensure that it does not
there are no conflicts in respect of any Director. made aware of the processes the Investment
encourage excessive risk and that it rewards – From 1 October 2024,Oak Fund Services
Manager has in place to ensure that sta of the
demonstrable superior performance (Guernsey) Limited, as Company Secretary
### Anti-bribery
Investment Manager may in confidence raise
– review the overall performance of the and Guernsey Administrator
### and corruption policy concerns about possible improprieties in
Investment Manager and other key service – MUFG Corporate Markets, as Registrar
matters of financial reporting or other matters
The Investment Manager has processes in providers – Bank of New York, as Depositary
and ensure that arrangements are in place for
place to ensure that bribery and corruption do – satisfy itself that the duties of the parties as – Bank of America Merrill Lynch (cash
the proportionate and independent
not take place within the Investment Manager set out in the relevant agreements are being custodian), U.S. Bank (cash & securities
investigation of such matters and follow-up
or the Company. These include formal policies performed as required custodian), and Neuberger Berman
action. The Investment Manager has
and regular training for all sta. The Board – consider any changes proposed by the (securities custodian), together as Custodians
established and implemented processes.
hasreviewed these processes and found parties to the terms of the relevant
– Jeeries and Stifel, as joint Corporate
Theseinclude formal policies and regular
themadequate. agreements and to review, at the intervals
Brokers
training for all sta. The Board was satisfied
provided for in the agreements, the amount
thatthe processes in place are appropriate. – Herbert Smith Freehills and Carey Olsen,
### Environmental policy
and terms of payment of the parties’
as Legal Counsel
### Due to the Company’s premium listing on the Board committees remuneration
– Kepler Partners, as Investor Marketing
London Stock Exchange, the Company – consider any specific matters relating to the
The terms of reference for all committees Adviser
is required to disclose its environmental policy. engagement of the parties which the Board
described below are available on the – Kaso Legg Communications, as Public
As an investment company, NBPE is not may request
Company’s website. Relations Adviser
required to report against the Task Force
– report to the Board on its conclusions and to
– PricewaterhouseCoopers Dallas, as Tax
on Climate-related Financial Disclosures
### Management Engagement make recommendations in respect of any
Adviser NB Private Equity Partners Annual Report 2024
(“TCFD”) framework; however, understanding
### Committee matters within its remit
– Friend Studio, as Annual Report Designer
and managing climate-related risks and
– ensure that service providers are not
opportunities based on the TCFD’s Details of the composition of the Management – Hardman & Co, as Research & Consulting
operating conflicts of interest in accordance
recommendations is part of the Investment Engagement Committee (“MEC”) can be found Adviser
with Authorised Closed Ended Investment
Manager’s Responsible Investment Policy. on page 44. The MEC meets at least once a year
Scheme Rules. Information regarding the consolidated fees
pursuant to the committee’s terms of reference,

| Further information on the social and |  |  | paid to service providers can be found in Note |
| --- | --- | --- | --- |
|  | and at other times as required by the Board. | The Company has agreements with service |  |
| environmental policies of the Investment |  |  | 10 to the Financial Statements. |
|  | TheMEC is comprised of the entire Board. | providers, the following of which are |  |

Manager can be found in the Environmental,
considered significant: During 2024, the MEC, after conducting an
Social and Governance section on pages The principal duties of the MEC are to:
evaluation of the Guernsey Administrator
– NB Alternatives Advisers LLC, as Investment
26 to 30. including an evaluation of other Guernsey
– review the terms of the Investment
Manager, pursuant to an Investment
Management Agreement, as well as any service providers, recommended to the Board
Management Agreement
other key service providers to change the Guernsey Administrator and
– MUFG Capital Analytics LLC, as U.S.
– propose any changes to the terms of the Company Secretary from Ocorian
Administrator
Investment Management Agreement, or Administration (Guernsey) Limited to Oak
that of any other key service provider Fund Services Limited. This transfer took place
53
Corporate governance
eective 1 October 2024. The Committee also Nomination
### Audit Committee Internal controls Strategic report Governance Financials Other
conducted reviews of the other key service
Details of the composition of the Audit – Identifying and nominating, for approval The Board, as advised by the Audit Committee,
providers, including the Investment Manager,
Committee can be found on page 44. bythe Board, suitable candidates to fill monitors the risks facing the Company and the
to ensure terms of the contract are executed
All Directors on the committee bring relevant Board vacancies controls put in place to help mitigate those
and remain in the best interest of shareholders.
experience and perspectives; the composition – Considering the services of external advisers risks. The Company itself has no premises nor
The MEC invited each of the key service
of the Audit Committee is considered to facilitate a Director search employees, and operates by delegating
providers, through a questionnaire, togive the
appropriate for the Company’s size and – To review regularly the Board structure, functions to service providers subject to the
Board a self-assessment review of their
strategy. Details of the role of the Audit taking into consideration the skills, oversight of the Board. Further details on the
performance during the year, in addition to
Committee can be found in the Audit knowledge, diversity and experience assessment of the internal controls of the
providing information, and relevant policies,
Committee Report on page 62. of the Board service providers can be found on page 64.
regarding eective internal controls,
appropriate disaster recovery/business – To review the results of the annual Board
A full copy of the Audit Committee terms of In line with the Financial Reporting Council
continuity arrangements, technology to evaluation process
reference are available on the Company’s (“FRC”) guidance, the Audit Committee keeps
maintain information security and client – To review annually the time requirements
website and from the Company Secretary. under review the need for an internal audit
confidentiality, compliance with anti-bribery from the Non-Executive Directors
function. The Audit Committee is satisfied that
### and corruption laws, details on the prevention Nomination and Remuneration
– Succession planning the systems of internal control of the Company,
### of the facilitation of tax evasion, compliance Committee
the Investment Manager and the Administrators
Remuneration
with data protection legislation, their
are adequate to fulfil the Board’s obligation in
Details of the composition of the Nomination
organisation’s environmental, social, and – To agree and determine the remuneration
this regard, and that currently an internal audit
and Remuneration Committee (“NRC”)
governance considerations, and any details of the Chairman and Non-Executive
function is not necessary.
can be found on page 44. The NRC is
regarding cyber attacks. The MEC reviewed Directors while ensuring that no Director
comprised of the entire Board. The Board has
### each of the questionnaires and held a Purpose and culture
isinvolved in any decisions regarding their
elected to combine the nomination and

| discussion regarding the performance of each |  | own remuneration and taking into |  |  |
| --- | --- | --- | --- | --- |
|  | remuneration duties into a single committee, |  | The Company’s purpose is to give shareholders |  |
| of the Company’s key service providers, level of |  | consideration all relevant legal and |  | NB Private Equity Partners Annual Report 2024 |
|  | as the Board believes these topics and |  | access to the long-term returns available from |  |
| service and service contracts. Following this |  | regulatory compliance |  |  |
|  | responsibilities are interrelated and leads to |  | a portfolio of direct investments in highly |  |

discussion in December 2024, the MEC was
– To obtain reliable and up-to-date attractive private companies by leveraging the
more thoughtful discussions and better
satisfied with the Service Providers’ internal
information regarding remuneration in strength of the Neuberger Berman global
decision making. The Board believes having
controls and the level of service the Company
other comparable companies platform, while investing responsibly to create
the views of all Directors on these matters is
was receiving from each of the key service
particularly important as each Director brings – To review and consider any additional ad value for stakeholders.
providers. For further details on this process
a unique set of skills and knowledge. hoc payments in relation to duties
please refer to the Stakeholder Engagement The Directors believe that maintaining a
undertaken over and above normal business

| section on page 34 of this report. | The duties and responsibilities of the |  | healthy corporate culture among the Board and |
| --- | --- | --- | --- |
|  | committee are summarised below: | Further details of the committee’s activities | in its interaction with the Investment Manager, |
|  |  | can be found in the Remuneration report on | shareholders and other stakeholders will |
|  |  | pages 59 to 61. | support the delivery of the Company’s purpose, |

values and strategy. As part of this, the Board
recognises the importance of ensuring that the
Board’s culture and that of the Investment
Manager are aligned.
54
Corporate governance
The Board, together with the Investment NBPE also holds an annual Capital Markets
### Stakeholder engagement Strategic report Governance Financials Other
Manager, promotes and facilitates a strong Day. Last year’s event was held in person in
NBPE’s Section 172 statement, which details
culture of communication, respect and trust London on 6 November 2024 to update
engagements with stakeholders during the
through ongoing dialogue and engagement shareholders and research analysts on the
year, can be found on pages 34 to 35.
with its service providers. The Board maintains Company’s performance and investment
a high level of professional and personal activities during the year.
### Shareholder communication
respect with the Company’s service providers.
The Company maintains a website which
The Board welcomes shareholders’ views and
As the Company has no employees and acts contains comprehensive information. Detailed
places great importance on communication
through the Investment Manager, the Board information is presented on the Company’s
with the Company’s shareholders.
continues to monitor culture on an ongoing investment strategy, share information, the
basis via feedback from shareholders, Both the Company’s Annual Report and Investment Manager’s platform and team,
the Investment Manager or input from consolidated financial statements, containing insights from the Investment Manager’s team
other advisers. a detailed review of performance and of of investment professionals, and investment
changes to the investment portfolio, and performance, as well as an investor centre,
As part of this culture, the Board and
monthly factsheets with details of the which has a library of all publications and
Investment Manager believe responsible
Company’s strategy and performance, details of how to register for Company
investing is an important part of operating
thefinancial position of the Company and the notifications.
in today’s society and assessing overall
underlying diversification of the portfolio,
investment risk and opportunities (see page A detailed list of the Company’s major
aremade available to investors through the
26). For more information on the Company’s shareholders is reviewed at each quarterly
Company’s website. Investor presentations
Responsible Investment policy, please see Board meeting.
arealso available on the Company’s website.
pages 25 to 30.
William Maltby
A structured programme of shareholder
Chairman
presentations by the Investment Manager 25 April 2025
NB Private Equity Partners Annual Report 2024
to institutional shareholders takes place
following the publication of the Annual
Report and quarterly updates. In addition,
the Chairman and the Board members are
available to meet shareholders. The Chairman
met with shareholders in January and
February, 2025.
55
Directors’ report
company directorships. The Directors review (excluding Class A Shares held in treasury))
Strategic report Governance Financials Other
## Directors’ report their independence and oer themselves up as at 12 June 2024
for re-election annually. ii. the minimum price (exclusive of expenses)
which may be paid for a Class A Share
Detail of the Board’s Diversity Policy in its
is$0.01
consideration of any new or additional
iii. the maximum price (exclusive of expenses)
Directors can be found on page 49 and on the
which may be paid for a Class A Share shall
Company’s website.
be not more than an amount equal to the
### The Directors’ report should be read in Articles of Incorporation higher of: (a) 5% above the average
## e Directors present
conjunction with the Strategic report (pages mid-market value of the Class A Shares on
Holders of the Company’s Class A Ordinary

|  | 1to 42) and the Remuneration report |  | the regulated market where the repurchase |
| --- | --- | --- | --- |
| their annual nancial |  | Shares enjoy the rights set out in the Company’s |  |
|  | (pages59 to 61), which are incorporated here |  | is carried out for the five business days prior |

Articles of Incorporation and the Companies
## report and consolidated by reference. to the day the purchase is made; and (b) the
(Guernsey) Law, 2008, as amended. Holders of
higher of (i) the price of the last independent
## nancial statements of the Class A Ordinary Shares have the right to
### Principal activity
trade and (ii) the highest current
receive notice of general meetings of the
NBPE is a closed-ended investment company, independent bid price, in each case on the
## NB Private Equity Company and have the right to vote at all
which invests in direct private equity-backed regulated market where the purchase is
general meetings. The Company’s Articles of
## Partners Limited and its carried out
companies, and is registered in Guernsey.
Incorporation may be amended by special

|  | TheCompany’s registered oce is Oak House, |  | iv. such authority expires on the date which is |
| --- | --- | --- | --- |
| subsidiaries for the year |  | resolution in a general meeting. |  |
|  | Hirzel Street, St. Peter Port, Guernsey GY1 2NP. |  | 15 months from the date of passing of the |
| ended 31 December 2024. | The Company’s Class A Ordinary Shares are | Purchase of shares | resolution or, if earlier, at the end of the |
|  | listed and admitted to trading on the Main |  | Company’s Annual General Meeting to be |

The Company is authorised, in accordance
Market of the London Stock Exchange under held in June 2025 (unless previously
with Section 315 of the Companies (Guernsey)
NB Private Equity Partners Annual Report 2024
the symbols “NBPE” and “NBPU”, renewed, revoked or varied by the Company
Law 2008, as amended (the “Companies
corresponding to the Sterling and U.S. Dollar by special resolution) save that the Company
Law”), subject to the UK Listing Rules made by
quotes, respectively. may make a contract to acquire Class A
the United Kingdom Financial Conduct
Shares under this authority before its expiry
Authority and all other applicable legislation
### Investment policy
which will or may be executed wholly or
and regulations, to make market acquisitions
partly after its expiration and the Company
The Company’s investment policy is set out
(within the meaning of Section 316 of the
may make an acquisition of Class A Shares
onpage 58.
Companies Law) of its own Class A Shares (as
pursuant to such a contract.
defined in the Company’s Articles of
### Political donations and policy
Incorporation), which may be cancelled or The authority will only be exercised if the
The Company does not pay any political held as treasury shares, provided that: Directors believe that to do so would be in
donations in cash or in-kind. the best interest of shareholders generally.
i. the maximum number of Class A Shares
Anyshares purchased under this authority
### Directors authorised to be purchased under this
would be at a discount to net asset value
authority shall be 6,931,034 Class A Shares
Details of the Directors can be found on pages (“NAV”) per share and therefore accretive to the
(being 14.99%. of the Class A Shares in issue
45 and 46, including a list of other public NAV per share for the remaining shareholders.
56
Directors’ report

|  | to the Company’s investments based on the | Full details of all of the Company’s service |  |  |
| --- | --- | --- | --- | --- |
| Investment Manager |  |  | Results and dividends | Strategic report Governance Financials Other |
|  | Company’s valuation methodology, which can | providers and the Board’s engagement with |  |  |
| The Company is managed by NB Alternatives |  |  | The financial results for the year ended |  |
|  | be found on page 102. The Investment | them are set out on pages 52 to 53. |  |  |
| Advisers LLC pursuant to an Investment |  |  | 31 December 2024 are included in the |  |

Manager is also responsible for executing the
### Management Agreement, dated 2 May 2017. Dividend policy consolidated financial statements, beginning
Company’s investor relations programme.

| Subject to the Board’s overall strategic |  |  | on page 74. As of 31 December 2024, the NAV |
| --- | --- | --- | --- |
|  | TheBoard keeps the performance of the | The Company instituted a long-term policy of |  |
| direction and instructions, the Investment |  |  | attributable to the Class A Shares was $1,273.3 |
|  | Investment Manager under regular review. | paying sustainable dividends to shareholders |  |
| Manager makes all of the Company’s |  |  | million (2023:$1,305.5 million), which |
|  | Theongoing review of the Investment Manager | in 2013. The Company targets an annualised |  |
| investment decisions. The Investment |  |  | represents a decrease of $32.2 million (2023: |
|  | includes activities and performance over the | dividend yield of 3.0% or greater on NAV, with |  |
| Manager has been appointed since 2007, |  |  | decrease of $21.8 million). On 11 January 2024, |
|  | course of the year, including, but not limited to, | the goal to maintain or progressively increase |  |
| andremains appointed, unless terminated by |  |  | the Company declared the first semi-annual |
|  | overall investment performance, portfolio risk, | the level of dividends over time. |  |
| the Company with 30 days prior written notice |  |  | dividend of $0.47 per share and on 17 July 2024 |

cash flow projections, assessment of internal
and approved by a shareholder ordinary Historically, a dividend has been paid semi- declared an interim dividend of $0.47 per share.
controls, fees payable by the Company to the
resolution or with immediate eect under annually in line with NBPE’s dividend target. Both dividends were approved in line with
Investment Manager, as well as a review of the
certain conditions. If the Company terminates Prior to each dividend announcement, the NBPE’s dividend policy and resulted in total
Company’s peer group.

| the Investment Management Agreement |  | Board reviews the appropriateness of the | dividends of $0.94 per share ($44 million) paid |
| --- | --- | --- | --- |
|  | The Board believes the Investment Manager’s | dividend payment in light of macroeconomic |  |
| without cause, the Company shall pay a |  |  | during 2024. Including the dividend payment, |
|  | experience, track record, team and platform is | activity and the financial position of the |  |
| termination fee equal to: seven years of |  |  | the NAV Total Return for the year was 1.5% |
|  | advantageous to the Company and the | Company. In times of extraordinary |  |
| management fees, plus an amount equal |  |  | (2023: 2.3%), assuming the re-investment of |
|  | Investment Manager’s continued appointment | circumstances, the Board does not guarantee |  |
| toseven times the mean average incentive |  |  | dividends on the ex-dividend date. |
|  | is in the best interest of shareholders. | a dividend, but rather evaluates the suitability |  |

allocation of the three performance periods
### Fee analysis
immediately preceding the termination, plus of a dividend payment based on the
### Other service providers
all underwriting, placement and other magnitude of the situation.
NBPE’s rate of ongoing charges, as defined by
expenses borne by the Investment Manager Administrative and accounting services are
the Association of Investment Companies
Dividends are declared in U.S. dollars and NB Private Equity Partners Annual Report 2024
oraliates in connection with the Company’s provided by MUFG Capital Analytics LLC, as
(“AIC”) ratio, was 1.86% for the year ended
normally paid in pounds Sterling, but the
Initial Public Oering. Furthermore, an event Administrator, with, from 1 October 2024,
31December 2024 (2023:1.94%). The ongoing
Company also oers both a currency election
of default is triggered if the Investment OakFund Services (Guernsey) Limited, acting as
charges were calculated in accordance with
for shareholders wishing to be paid in U.S.
Manager ceases to manage the Company. Company Secretary and Guernsey
the AIC methodology and exclude interest and
dollars and a dividend re-investment plan for
TheInvestment Manager is responsible for the Administrator. Prior to 1 October 2024, the
financing costs and other items not deemed to
shareholders who wish to re-invest their
day-to-day management of the Company, Company Secretary and Guernsey Administrator
be ongoing in nature, and therefore may dier
dividends to grow their shareholding.
sourcing, evaluating and making investment was Ocorian Administration (Guernsey) Limited.
from the total expense ratio found in Note 12
decisions related to the Company. The Board has also appointed Bank of New York
of the consolidated financial statements on
to act as the Company’s Depositary (as required
page 96, which was prepared in conformity with
The Investment Manager makes the decisions
by the AIFM Directive) (the “Depositary”) subject
U.S. generally accepted accounting principles
regarding individual investments in line with
to the terms and conditions of a Depositary
(“GAAP”). The complete methodology can be
the investment strategy set by the Board. The
Agreement, dated 25 July 2007, the AIFM and
found on the AIC’s website.
Investment Manager’s team of professionals is
the Depositary. Bank of America Merrill Lynch,
also responsible for managing the Company’s
U.S. Bank and Neuberger Berman also perform
assets, including monitoring the Company’s
custody functions for the Company’s cash,
investment portfolio and assigning valuations
andcash and securities.
57
Directors’ report

| Total ongoing expenses in 2024 were | The Directors believe the fee eciency from |  | The Board recommends that the Annual |  |
| --- | --- | --- | --- | --- |
|  |  | Major shareholders |  | Strategic report Governance Financials Other |
| $23.8 million (2023: $25.4 million), or 1.86%, | the Company’s co-investment strategy |  | Report, the Report of the Directors and the |  |

As of 31 December 2024, insofar as is known
based on the average 2024 NAV. Note that provides investors with diversified private Independent Auditor’s Report for the year
toNBPE, the shareholders below held, either
percentages of ongoing charges are based equity access at a lower total cost than most ended 31 December 2024 are received and
directly or indirectly, greater than 5.0% of the
onthe average 2024 NAV and may dier from other listed private equity vehicles. adopted by shareholders, and a resolution
Class A Shares in issue (excluding Class A
contractual rates based on 2024 private concerning this will be proposed at the AGM.
### Consumer Duty Shares held in treasury). Note that the
equity fair value. Other ongoing charges
### amounts below may have subsequently Independent Auditors
consisted of fees and other expenses to The Financial Conduct Authority (“FCA”)
fluctuated after 31 December 2024:
third-party providers for ongoing services introduced a Principle for Businesses (Principle The Directors will propose the reappointment
tothe Company. In accordance with the AIC 12) on 31 July 2023, applicable to UK % Ownership of KPMG Channel Islands Limited as the
of Class A
methodology, the performance fee payable authorised firms that “have a material Company’s Auditors, and resolutions concerning
Shareholder Shares held Shares
to the Investment Manager is excluded from influence over, or determine, retail customer this, and the remuneration of the Company’s
Quilter PLC 4,828,103 10.4%
the calculation. outcomes” throughout the lifecycle of the Auditors, will be proposed at the AGM.
Evelyn Partners Limited 3,879,131 8.4%
products and services that firms provide to
Value % Ongoing Schroders PLC 3,848,076 8.3%
At the time that this report was approved,

| Ongoing charge | ($ in m) | charge | customers. The new principle and associated |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  | CCLA Investment | so far as each of the Directors is aware: |
| Management fee $19.1 1.49% |  |  | rules and guidance are collectively known |  |  |

Managers Ltd. 2,579,467 5.6%
US Administration as the Consumer Duty. – there is no relevant audit information of
### fee $1.3 0.10% Risks and risk management
which the Auditors are unaware
The Company is not an FCA authorised firm and
Other expenses $3.5 0.27%
– each Director has taken all the steps they
therefore not subject to the principle; however, The Group is exposed to financial risks such as
Total ongoing
ought to have taken to make themselves
the Company is aware that underlying price risk, interest rate risk, credit risk and
charges $23.8 1.86%
aware of any audit information and to

|  | distributors could fall within scope of the | liquidity risk, and the management and |  |  |
| --- | --- | --- | --- | --- |
| Approximately 98% of the direct investment |  |  | establish that the Auditors are aware of |  |
|  | Consumer Duty requirements. The Board | monitoring of these risks are detailed on the |  |  |
| portfolio (measured on 31 December 2024 fair |  |  | that information. |  |
|  | reviews annually the internal value assessment | Principal Risks and Uncertainties on pages 39 |  |  |
| value) is on a no management fee, no carried |  |  |  | NB Private Equity Partners Annual Report 2024 |
|  | undertaken by the Investment Manager. | to 40 and in Note 11 to the Consolidated | Annual General Meeting |  |

interest basis to the underlying sponsor.
Financial Statements on page 95.
The Company’s AGM will be held in Guernsey
### Share capital
At the Company level, NBPE’s management
### Annual Report at Oak House, Hirzel Street, St. Peter Port,
fee is 1.5% of private equity fair value (payable As at 31 December 2024, 46,237,719 Class A
GY12NP, Guernsey at 1.45 p.m. on 12June
quarterly) and a 7.5% performance fee after Shares were issued and outstanding; After due consideration, the Board believes
2025. Formal notice will be sent to registered
achieving a 7.5% hurdle rate and subject to a 3,150,408 treasury shares, representing 6.77% the Annual Report and Accounts, taken as a
shareholders in advance.

| highwater mark. There are no management or | of the Company’s issued share capital. Please | whole, are fair, balanced and understandable, |  |
| --- | --- | --- | --- |
| performance fees related to investments held | refer to Note 13 to the Consolidated Financial | and is therefore of the opinion that the Annual | Subsequent events |
| for cash management purposes. The Directors | Statements on page 96 for share buybacks | Report provides the information necessary for |  |

Significant subsequent events have been
believe these fees are favourable relative to in2025. shareholders to assess the position,
disclosed in Note 13 to the Consolidated
other listed direct funds, which often carry performance, strategy and business model of
Financial Statements on page 96.
higher overall fee levels and listed fund of the Company.
funds, which typically have a double layer of By order of the Board:
fees (charged at the vehicle level and
William Maltby
underlying fund level). The performance fee Chairman
was last paid in 2021. 25 April 2025
58
Investment objective and policy
Strategic report Governance Financials Other
## Investment objective and policy
### Investment objective Investment Manager or a third party to
### Investment policy Diversification and investment
manage this excess cash. If a third party or an
### guidelines
NBPE seeks capital appreciation through To achieve its investment objective, the
aliate of the Investment Manager is so
growth in net asset value (“NAV”) over time Company intends to maintain a diversified
The Company intends to maintain portfolio appointed, the Company may pay a market
while returning capital by paying a semi- portfolio of private equity-related assets
diversification across some or all of the rate for those services.
annual dividend. composed predominantly of direct private
following metrics: company, vintage year,
### equity investments. Direct private equity Investment restrictions
geography, industry and sponsor.
The Company’s investment objective is to
investments are direct investments in
produce attractive returns by investing mainly The Company will not invest more than
Diversification is dynamic and varies according
underlying private companies and are made
in the direct equity of private equity-backed 10%, in aggregate, of its total assets in other
to where the most attractive opportunities
alongside private equity managers.
companies while managing investment risk UK-listed closed-ended investment funds.
arise. However, no single exposure to an
through diversification across vintage year, In addition, the Company may make other
investee entity will account for more than 20%
geography, industry and sponsor. The vast opportunistic investments from time to time,
of the Company’s gross assets (as at the time
majority of direct investments are made with provided that such investments will account
ofmaking such investment).
no management fee/no carried interest for no more than 10% of the Company’s gross
### payable to third-party private equity sponsors, assets at the time the opportunistic investment Cash and short-term
NB Private Equity Partners Annual Report 2024
### oering greater fee eciency than other listed is made without approval from a majority of the investments
private equity companies. Board and, in any event, no more than 20% of
In addition to the investments referred
the Company’s gross assets at the time the
to above, the Company may also hold cash and
opportunistic investment is made.
may temporarily invest such cash in cash
The Company’s investments can be made equivalents, money market instruments,
across dierent levels of the capital structure government securities, asset-backed securities
of investee entities. There are no restrictions and other investment grade securities,
on the type or form of investments or pending investment in private equity-related
securities which the Company may hold. The assets or opportunistic investments or
Company may make its investments either otherwise for ecient portfolio management.
directly or indirectly through intermediary The Company may also utilise (either directly
holding vehicles or collective investment or via investment in a collective investment
vehicles (including co-investment vehicles) vehicle) the services of an aliate of the
managed by either an aliate of the
Investment Manager or third-party managers.
59
Remuneration report
The committee also reviewed the additional
### Components of annual Strategic report Governance Financials Other
## Remuneration report fees paid to the Chairman, the SID and to
### remuneration
Directors chairing the various committees in

| The Company pays a fee to the Independent | 2024. In particular, the committee felt that the |
| --- | --- |
| Directors for their work related to the | fee paid to the Chairman was not reflective of |
| Company’s business. The fees for the Directors | the time demanded for the role or market |
| are determined within the limit set out in the | trends. Equally it was felt appropriate to award |
| Company’s Articles of Incorporation. The | an additional fee for chairing the Nomination |
| present limit is an aggregate of £450,000 per | and Remuneration and Management |

Details on the NRC’s responsibilities can be
## e Nomination and annum. This total limit cannot be changed Engagement committees, given the additional
found on page 53. During a remuneration
without seeking shareholder approval at a time commitment required for this role.
review, the NRC takes into account the time
## Remuneration
general meeting. Theadditional fees paid to the Chairman
commitments and responsibilities of the
## Committee (“NRC”) ofthe Audit Committee and the SID
Directors and other factors which it deems The fees, which are subject to an annual
remainunchanged.
necessary, including the recommendations of increase based on the rise in the Guernsey
## assists the Board with
the AIC Code and any relevant legal Retail Price Index (“GRPI”), subject to a 1%
In respect of 2025, the following additional

|  | requirements. The NRC also takes into | perannum minimum, are paid quarterly in |  |
| --- | --- | --- | --- |
| nomination and |  |  | fees (above the base non-executive fee) |
|  | consideration relevant remuneration data | arrears. For the 12 months to 31 December |  |

are proposed:
## remuneration duties. collated in respect of comparable companies.
2024, the GRPI was 4.6%, compared with
The NRC meets once per year and reports to Premium for Chairman £35,700
6.3% in 2023. When considering the basis
the Board on all matters within its duties and for2025 fees the Committee considered the Premium for Senior Independent
Director £5,610
responsibilities. The Company’s remuneration general market trends in directors’ fees as
Premium for Chairman of the Audit
policy is available on the Company’s website. well as the increasing time commitments
Committee £11,220
required from directors from increasing
No remuneration consultant had been Premium for Chairman of Nomination
NB Private Equity Partners Annual Report 2024
regulatory and governance demands.
engaged during 2024 to assist the Board with and Remuneration Committee £2,750
However, the Committee felt this had to be
remuneration advisory; however, the Directors Premium for Chairman of Management
balanced against the general market Engagement Committee £2,750
did take into account a survey of Investment
conditions and the fact that Directors’
Company Non-Executive Directors’ Fees in
remuneration was subject to a very detailed
2024, published by Trust Associates, in
review in 2024 and decided, after thorough
September 2024.
discussion, to propose an increase of 2.0% to
Details of the NRC’s activities during the year the Director based non-executive fee of
can be found on page 60. £59,847 rather than the full GRPI award of
4.6%. Directors are not entitled to any bonus,
long-term incentive plans or other benefits.
60
Remuneration report
The below table reflects actual fees paid for
### Statement of consideration Remuneration by Director and year Strategic report Governance Financials Other
2024 and 2023 and the expected fees for 2025
### ofconditions elsewhere in
2024 2023
(using an increase of 2.0% versus the GRPI rate
### theCompany William Maltby £94,847 £80,231
of 4.6% as at 31 December 2024) and the
Trudi Clark* £70,101 £63,078
additional fees noted above: The Company does not have any operations
Pawan Dhir** £59,847 £16,263
and therefore no employees. As a result,
2025 2024 2023
John Falla* £76,601 £74,145
theBoard does not consider pay and
Chairman £96,744 £94,847 £80,231
employment conditions of any employees. Louisa Symington-Mills £59,847 £57,5 45
Chairman of the
Audit Committee £72,264 £70,847 £68,612 Wilken von Hodenberg £65,347 £63,078
### Directors’ remuneration and
Senior Total £372,690 £354,339
### Independent aggregate shareholder
The Chairman of the Board, William Maltby, was the highest paid Director for the year 2024.
Director £66,654 £65,347 £63,078
### distributions
* The two Guernsey resident Directors (Trudi Clark and John Falla) also act as directors for the Guernsey subsidiaries for which they
Chairman of the
each received an annual fee of £5,754 for the 12 months to 31 December 2024
NRC and MEC The table below compares the total Directors’
** Pawan Dhir was appointed to the Board on 19 September 2023

| committees £66,654 £65,347 £57,545 | remuneration paid with total distributions to |  |
| --- | --- | --- |
| Non-Executive | shareholders for the years ended 31 December |  |
| Directors £61,044 £59,847 £57,545 |  | Shareholdings of the Directors |

2024 and 2023. While this disclosure is a
Subsidiary
statutory requirement, the Directors view this There is no requirement under the Company’s Articles of Association or the terms of their
appointments £11,739 £11,509 £11,066
as not a meaningful comparison as the appointment for the Directors to hold shares in the Company. The Directors’ interests in
Directors’ appointment Company has no operations, and therefore, Class A Shares of $0.01 each as at 31 March 2025 were as follows:
no employees and the Company’s objective is
The Company’s Memorandum and Articles of 31 March 2025 2024 2023
long-term NAV growth over time, of which
Incorporation provides the requirements of William Maltby** 24,964 24,390 23,853
dividends form only a portion of shareholders’
the Company regarding the appointment and Trudi Clark 7,680 7,680 6,433
overall return.
removal of Directors, a copy of which is Pawan Dhir 1,600 1,600 − NB Private Equity Partners Annual Report 2024
2024 2023
available for inspection from the Registered John Falla 10,000 10,000 10,000
Directors’
Oce of the Company. No Director has a
Louisa Symington-Mills 2,600 1,350 1,350
remuneration $548,273 $444,001
service contract with the Company. At the
Wilken von Hodenberg* 99,425 99,425 99,425
December 2024 NRC meeting, the committee
* Total includes a closely associated person related to Wilken von Hodenberg who holds 45,712.5 shares of the Company
appointed Pawan Dhir to the Guernsey ** Total includes a closely associated person related to William Maltby who holds 5,856 shares of the Company
2024 2023
subsidiary boards beginning 1 January 2025.
Dividends paid $43,597,353 $43,843,309
Share buybacks $5,418,037 –
### Notice period
Total shareholder
There is no Director resignation notice period distributions $49,015,390 $43,843,309
stipulated within the Company’s Articles of
Incorporation; any Director may resign
in writing to the Board at any time.
Remuneration report

## Performance graph

In setting the Directors' remuneration, consideration is given to the size and relative performance of the Company. A performance graph which measures the Company's Total

Shareholder Return (share price and dividends) ("TSR") over the period from 31 December 2014 against that of a broad equity market index is shown below. This is calculated by reference to the Company's share price including dividend re-investment.

### TOTAL SHAREHOLDER RETURN

![img-5.jpeg](img-5.jpeg)

## Resolution to approve Directors' remuneration

While Guernsey-registered companies are not obliged to prepare and publish a Directors' Remuneration report, an ordinary resolution will be put to the shareholders seeking approval of the Remuneration report within the Annual Report and Accounts; this vote will be advisory only, but the Directors of the Company will take the outcome of the vote into consideration when reviewing and setting the Directors' remuneration.

The Directors' Remuneration report for the year ended 31 December 2023 was approved by shareholders at the AGM held on 15 June 2024 and the votes cast by proxy were as follows:

### Remuneration report

|  For (including discretionary) | 27,999,999 votes  |
| --- | --- |
|  Against | 9,053 votes  |
|  Withheld | 29,257 votes  |

## Statement of consideration of shareholder views

The Board noted that 99.86% of shareholders voted in favour of the Directors' Remuneration report at the AGM held in 2024.

On behalf of the Board:

**Trudi Clark**  
Nomination and Remuneration  
Committee Chairman  
25 April 2025

61

Strategic report

Sustainable

Financials

Other

NB Private Equity Partners Annual Report 2024
62
Report of the Audit Committee
Strategic report Governance Financials Other
## Report of the Audit Committee
Meetings of the Audit Committee generally
### Role of the Audit Committee Composition of the committee
take place prior to the Company Board
The Audit Committee assisted the Board in Details of the composition of the Audit
meeting and the committee reported to the
carrying out its responsibilities in relation to Committee can be found on page 44.
Board as part of a separate agenda item,
the financial reporting requirements, risk
on the activities of the Audit Committee and
### Committee meetings
identification and management, and the
matters of particular relevance to the Board in
assessment of internal controls. It also The Audit Committee meets at least three
the conduct of their work.
managed the Company’s relationship with times a year and met three times in 2024.
The Audit Committee meets with the
KPMG Channel Islands Limited (“KPMG”, or the All committee members were present at these
Independent Auditor without the Investment
“Auditor”). The Audit Committee also three meetings. Only members and the
Manager and Administrator present to seek
monitors the compliance of the Company with secretary of the Audit Committee have the
their views on the quality of the control
its published Responsible Investment Policy, right to attend Audit Committee meetings.
environment and the processes around the
JOHN MARTYN FALLA asreported by the Investment Manager. However, the Chairman of the Board and
Audit Committee Chairman preparation of the financial statements.
representatives of the Investment Manager
Appointed 21 December 2015 The primary function of the Audit Committee
and the Administrator are invited to attend
### is to provide oversight and reassurances to the Key areas of focus
Audit Committee meetings on a regular basis, NB Private Equity Partners Annual Report 2024
Board, specifically with regard to:
During 2024, the Audit Committee was
and other non-members may be invited to
– the Company’s financial reporting, involved with monitoring valuations and
attend all or part of the meeting as and when
## I was satised with the
including finalisation of its Annual Reports evaluating the Company’s capital position and
appropriate and necessary. The Company’s
– audit arrangements, including competency key financial ratios. In addition, the Audit
Independent Auditor, which is currently
## level of work in relation
and independence of the external Auditors Committee reviewed valuation analysis
KPMG, is also invited on a regular basis.
## to the preparation of the prepared by the Investment Manager on a
– risk management, including identifying and The Audit Committee determines, in
quarterly basis, which includes cash flow
managing the Company’s principal risks conjunction with the Independent Auditor,
## nancial statements.
forecasts and the performance of the
when to meet with the Auditor.
– internal controls
underlying investments. Such information
– the Company’s governance framework.
is used to evaluate the impact on the
Company’s capital structure and allocation.
The Audit Committee also reviews the
financially material environmental, social,
governance characteristics of the portfolio
asreported by the Investment Manager.
63
Report of the Audit Committee
The Audit Committee also conducted a review – any correspondence from regulators Valuation of investments this approach relied on using the best
Strategic report Governance Financials Other
of auditor independence and eectiveness, in relation to financial reporting information from the private equity sponsor,
The valuation of the Company’s private equity
and reviewed the full-year audit plan with the To aid its review, the Audit Committee including but not limited to: audited financial
investments are considered a significant area
Investment Manager and KPMG. In addition, considered reports from the Investment statements; co-investment holding vehicle
of focus as it represents the majority of the
the Audit Committee reviewed and held Manager, U.S. Administrator, the Company financial statements or capital accounts;
NAV for the Group. The Auditors made
detailed discussions on the Annual Report and Secretary, and also reports from the or other financial information deemed reliable
enquiries with the Investment Manager to
consolidated financial statements including a Independent Auditor on the outcomes of their by the Investment Manager. The Independent
understand the processes and procedures
robust assessment of the principal risks, as well half-year review and annual audit. Auditor reviewed the supporting financial
around operational due diligence, ongoing

| as reviewing and challenging the viability |  |  | information for investments valued under the |
| --- | --- | --- | --- |
|  | During the year, the Audit Committee | monitoring of the underlying investments and |  |
| analysis before its approval. |  |  | practical expedient methodology. |
|  | reviewed the Company’s Annual Report and | the control over the valuations of all private |  |
| The key areas of focus for the committee | interim financial statements for the period | equity investments. The Auditors then tested | Management override of controls |
| for the year 2024 were: | ended 30 June 2024 (the “Interim Financial | the design and implementation of the controls |  |

The Auditors reviewed accounting estimates
Statements”) before recommending approval which monitor and approve the valuation
for biases by evaluating whether judgements
### Financial statements and
to the Board. The committee considered the ofinvestments.
and decisions in making accounting
### reportingmatters
Interim Financial Statements and Annual
The Independent Auditors did not report any estimates, even if individually reasonable,
The Audit Committee reviews with the Report to be fair and balanced, and provided
significant dierences between the valuations indicated a possible bias. They additionally
Investment Manager, U.S. Administrator and the Company’s shareholders with the
used by the Company and the work performed reviewed the minutes of both the Board and
KPMG the appropriateness of the semi-annual information necessary to assess the Company’s
during their testing process. Similar to prior the Audit Committee.
and annual financial statements. The performance, business model and strategy, and
years, the Independent Auditors noted they
### committee focuses on, among other matters: was satisfied that narratives provided were Compliance with the AIC Code
had utilised their in-house valuation experts to
### consistent with all numerical disclosures. of Corporate Governance
assist with the audit of valuations and used a
– the quality and acceptability of accounting
number of techniques to evaluate the

| policies and practices | Audit planning and |  | The Audit Committee continued to monitor |  |
| --- | --- | --- | --- | --- |
|  |  | valuation of selected investments. |  | NB Private Equity Partners Annual Report 2024 |
| – the clarity of the disclosures and compliance | key audit matters |  | the Company’s governance framework and |  |
| with financial reporting standards and |  |  | compliance with the AIC Code of Corporate |  |

The Audit Committee noted that the
The Audit Committee provided oversight to the
relevant financial governance reporting Governance (the “AIC Code”). In 2024, the
Investment Manager’s valuation methodology
planning of the audit in respect of the
requirements Audit Committee undertook a review of the
for direct equity investments begins with the
Company’s annual accounts for the period
Company’s compliance with the AIC Code’s
– material areas in which significant most recently available financial information
ended 31 December 2024. The following details
stipulated provisions. The Audit Committee
judgements have been applied or where obtained from the underlying companies or
the key audit matters and how the Company’s
proposed that certain updates be made to
there has been discussion with KPMG; sponsors. The Investment Manager noted to
Independent Auditor addressed them:
provide a clearer reflection of the Company’s
whether the annual financial report and the Audit Committee that the valuation
manner of compliance and remains satisfied
consolidated financial statements, taken as process used by the Investment Manager was
that the Company upholds satisfactory
a whole, are fair, balanced and consistent with the prior year. For investments
compliance with the provisions of the AIC
understandable and provide the where the Investment Manager was invested
Code. Detail on where stakeholders can find
information necessary for shareholders to in the same security at the same underlying
further information within the Annual Report
assess the Company’s performance, cost basis as the lead private equity sponsor,
on how the Company has complied with the
business model and strategy the Investment Manager utilised the practical
various principles of the AIC Code can be
expedient valuation methodology. Generally,
found on page 66.
64
Report of the Audit Committee

|  | key controls. Further, the Audit Committee | internal controls and internal audit. The Audit | The Independent Auditors were remunerated |  |
| --- | --- | --- | --- | --- |
| Internal control |  |  |  | Strategic report Governance Financials Other |
|  | considered one of the key operational risks to | Committee confirms that it reviewed the | $272,500 in relation to the 2024 annual audit |  |

### andrisk assessment

|  | the Company was risks related to IT systems | eectiveness of the Company’s system of | (2023 fee:$265,500). They also received a fee |
| --- | --- | --- | --- |
| During the year, the Audit Committee received | and cyber security; as part of their monitoring | internal controls for the year ended | of $52,500 (2023:$50,000) for their non-audit |
| reports from the Investment Manager, which | eorts during the year the Audit Committee | 31December 2024, and through to the | work being the review of the interim report. |
| as AIFM, assesses the Company’s internal | noted the update received by the Board | approval date of this annual financial report, |  |

### Auditor eectiveness
controls on an ongoing basis, and reviewed related to Neuberger Berman’s Information and that no issues were noted.
any changes to significant risks. Security Program, presented by the firm’s
The Audit Committee received a detailed audit
### Internal audit
Chief Information Security Ocer. plan from the Auditors, identifying their
Each quarter, the Board receives a formal risk

|  |  | The Company itself does not have an internal | assessment of the key risks. For the 2024 |
| --- | --- | --- | --- |
| report from the Investment Manager, which | The principal risks and uncertainties of the |  |  |
|  |  | audit function, but instead relies on the | financial year, the significant risk identified |
| provides a summary of the elevated residual | Company and respective controls are outlined |  |  |
|  |  | internal audit functions and departments of | was the valuation of the private equity |
| risks to the Company. The Audit Committee | in the risk matrix as set out on pages 39 to 40 |  |  |
|  |  | the Investment Manager and other service | investments. This risk is tracked through the |
| monitored the key areas of elevated risk | of the Strategic report. |  |  |
|  |  | providers. The Audit Committee notes the | year and the Audit Committee challenged the |

including those that are not directly the
The eectiveness of the internal controls at the independent segregation of duties due to work done by the Auditors to test
responsibility of the Investment Manager.
Investment Manager is assessed by the having separate Investment Management, management’s assumptions. The Audit
The Investment Manager has established
Investment Manager’s compliance and risk U.S. Administrator and Depository functions. Committee assessed the eectiveness of the
an internal control framework to provide
department on an ongoing basis. Due to the presence of an internal audit audit process in addressing these matters
reasonable, but not absolute, assurance on the
function within the Investment Manager and through the reporting received from the
eectiveness of internal controls operated on Furthermore, the Management Engagement
U.S. Administrator, the Audit Committee is Auditors at both the half-year and year-end
behalf of the Company. Committee undergoes an annual review
satisfied that the control environment is meetings. In addition, the Audit Committee
whereby the Investment Manager and the
Annually, and in accordance with Provision 33
sucient to mitigate risks to the Company, sought feedback from the Investment
Company’s service providers populate
of the AIC Code, the Board undertakes a full
without the need to establish its own internal Manager and U.S. Administrator on the
responses regarding their control
review of the Company’s business risks which
audit function. eectiveness of the audit process. NB Private Equity Partners Annual Report 2024
environment and internal control systems,
have been analysed and recorded in the
which are reported to the Audit Committee. For the 2024 financial year, the Audit
### principal risks and uncertainties matrix. Terms of engagement
Committee was satisfied that there had been
Following the review, the Audit Committee Subsequent to this reporting period, the Board
The Audit Committee reviewed the audit
appropriate focus and challenge on the
confirmed that it was satisfied with the key met key personnel of the Investment Manager
scope and fee proposal through engagement
primary areas of audit risk, and assessed the
underlying assumptions of the Viability and Neuberger Berman, at their firm
letters and Audit planning reports issued by
quality of the audit process to be appropriate.
Statement and the resulting forecast headquarters in New York, NY. The Directors
KPMG to the Directors. The committee
prepared. The Audit Committee regularly received updates from key members of the
approved the fees for audit services for 2024
discussed the ongoing external risks compliance and risk department and an
after a review of the level and nature of work
associated with the interest rate environment, assessment of the firm’s internal controls and
to be performed. The Board was satisfied that
sovereign and political factors as well as internal audit functions. Given that day-to-day
the fees were appropriate for the scope of the
overall market conditions. The Audit management and daily activities have been
work required.
Committee also considered investment and delegated by the Directors to the Investment
strategic risks related to the Company’s share Manager, the Directors noted the Company’s
price discount to NAV as well as the policies reliance on the Investment Manager and
and investor relations programmes in place as Neuberger Berman’s functions around
65
Report of the Audit Committee

|  | The Audit Committee also focused on | The Audit Committee has a policy to conduct a |  |
| --- | --- | --- | --- |
| Independent audit and |  |  | Strategic report Governance Financials Other |
|  | thenon-audit services, which requires | tender process at least every 10 years and to |  |

### appointment

|  | theconsent of the Audit Committee, | rotate auditors at least every 20 years, as |
| --- | --- | --- |
| KPMG is NBPE’s Independent Auditor. | adescription of which is shown in the | recommended by the UK Statutory Auditors |
| KPMGperformed an audit of the Company’s | tablebelow. | and Third Country Auditors Regulations 2016. |

consolidated financial statements in
Non-audit work Description
### Committee evaluation
accordance with applicable law and
Review of interim A review of the
International Standards on Auditing (UK).
financial statements Company’s interim An internal evaluation of the Board, its
Prior to beginning the audit, the Audit financial statements was
committees and individual Directors was
undertaken by KPMG
Committee received a report from the
carried out during 2024 in the form of
in 2024.
Independent Auditors andreviewed the
questionnaires to determine eectiveness and
scope of the audit, identified significant audit There was no other non-audit work performed
performance in various areas. The review
risks and areas of audit focus as well as the by KPMG during the year other than described
concluded that the Audit Committee was
terms of the audit engagement. above. The Audit Committee was satisfied that
operating eectively.
the level of non-audit services did not conflict
The Audit Committee understands the
### with their statutory audit responsibilities. Terms of reference
importance of auditor independence and,during

| 2024, the Audit Committee reviewed the | The Audit Committee reviewed the | The Audit Committee’s terms of reference |  |
| --- | --- | --- | --- |
| independence and objectivity of KPMG. In | eectiveness and independence of the | were reviewed during the year and the |  |
| accordance with the FRC Ethical Standards, the | Auditor and believes that the performance of | committee concluded that they remained |  |
| Company is subject to mandatory audit director | the Independent Auditor remains satisfactory, | relevant and up to date. The terms of reference |  |
| rotation and Mr Rachid Frihmat was appointed | and that it provides eective challenge to the | can be found on the Company’s website at |  |
| as the signing audit partner in the prior financial | Board and the Investment Manager. | www.nbprivateequitypartners.com/en/ |  |
| year. The Audit Committee received areport | The Audit Committee continues to monitor | investors/corporate-governance. |  |
|  | the performance of the Independent Auditor |  | NB Private Equity Partners Annual Report 2024 |

from KPMG describing its independence,
### Conclusion

| controls and current practices to safeguard and | annually and considers its independence and |  |
| --- | --- | --- |
| maintain auditor independence. KPMG | objectivity, having due regard to the | As Audit Committee Chairman, I was pleased |
| confirmed that it did not perform any work with | appropriate guidelines. KPMG was | with the work performed during the year. In |
| respect to the preparation of the financial | reappointed after an open tender process | addition, I was satisfied with the level of work |
| statements or valuations, the taking of | completed in 2019. | performed by the Investment Manager, and the |
| management decisions, or provision |  | Administrator in relation to the preparation of |
| ofinvestment advice. |  | the Company’s consolidated financial |

statements and the thoroughness of the
year-end audit process conducted by KPMG.
John Martyn Falla
Audit Committee Chairman
25 April 2025
66
Report of the Audit Committee
### Report of the Audit Committee
Strategic report Governance Financials Other
## Statement of Compliance
## with the AIC Code of
## Corporate Governance
The Board has considered the principles and The Company has complied with the principles
1. Board Leadership and Purpose
provisions of the AIC Code. The AIC Code and provisions of the AIC Code, except as set
Purpose Page 53
addresses all the principles and provisions set out below:
Strategy Page 58
out in the 2024 UK Corporate Governance
– the role of the chief executive Values and culture Page 53
Code (the “UK Code”), as well as setting out
– Executive Directors’ remuneration Shareholder engagement Pages 34 and 54
additional provisions on issues that are of
specific relevance to the Company. The AIC – the need for an internal audit function. Stakeholder engagement Pages 34 to 35
Code has been endorsed by the Financial 2. Division of Responsibilities
The Board considers these provisions are
Reporting Council and the Guernsey Financial Director independence Page 47
not relevant to the position of NBPE, being
Services Commission (“GFSC”). By reporting Board meetings Page 50
an externally managed investment company.
against the AIC Code, the Company is
In particular, all of the Company’s day-to-day Relationship with Investment Manager Page 34
meeting its obligations under the UK Code,
management and administrative functions are Management Engagement Committee Page 52
the GFSC Finance Sector Code of Corporate
outsourced to third parties. As a result, the 3. Composition, Succession and Evaluation
Governance, as amended in November 2021,
Company has no executive directors, Remuneration and Nominations Committee Page 53
and the associated disclosure requirements
employees or internal operations.
Director re-election Page 49
set out under paragraph 6.6.6R of the NB Private Equity Partners Annual Report 2024
The Company has therefore not reported
Use of external search agency Page 52
Financial Conduct Authority’s UK Listing
further in respect of these provisions.
Board evaluation Page 48
Rules. The Board considers that reporting

| against the principles and provisions of the | The AIC Code is available on the AIC website: | 4. Audit, Risk and Internal Control |
| --- | --- | --- |
| AIC Code provides more relevant information | www.theaic.co.uk. | Audit Committee Pages 62 to 65 |
| to stakeholders. |  | Emerging and principal risks Pages 39 to 40 |

NBPE is an excluded security for the purposes
Risk management and internal control systems Pages 39 and 64
of the rules relating to non-mainstream
pooled investments (NMPIs). Going concern statement Page 41 to 42
Viability statement Page 41 to 42
The following table exhibits where
5. Remuneration
stakeholders can find further information
Directors’ Remuneration Report Page 59
within the Annual Report about how the
Company has complied with the various
principles and provisions of the AIC Code.
67
Statement of Directors’ responsibilities
We consider that the annual financial report
### Disclosure of information Strategic report Governance Financials Other
## Statement of Directors’ and consolidated financial statements, taken
### to Auditor
as a whole, are fair, balanced and
The Directors confirmed that, so far as they understandable and provide the information
## responsibilities
were each aware, there is no relevant audit necessary for shareholders to assess the
information of which the Company’s Auditor Company’s position and performance,
was unaware; and each Director took all the business model and strategy.
steps that he/she ought to have taken
The Directors are responsible for the
as a Director to make himself/herself aware
toany material departures disclosed and
maintenance and integrity of the corporate
## Annual nancial report of any relevant audit information and
explained in the financial statements
and financial information included on the
to establish that the Company’s Auditor
## and consolidated – assess the Group’s ability to continue as a Company’s website, and for the preparation
is aware of that information.
going concern, disclosing, as applicable, and dissemination of financial statements.
## nancial statements
### matters related to going concern Responsibility statement Legislation in Guernsey governing the
The Directors are responsible for preparing the – use the going concern basis of accounting preparation and dissemination of financial
### of the Directors in respect of the
annual financial report and consolidated unless liquidation is imminent. statements may dier from legislation
### annual financial report
financial statements in accordance with inother jurisdictions.
The Directors are responsible for keeping
The Directors confirmed that, to the best of
applicable law and regulations.
proper accounting records that are sucient to By order of the Board
their knowledge:
Company law requires the Directors to prepare show and explain the Company’s transactions
William Maltby
and disclose with reasonable accuracy at any – the consolidated financial statements,
consolidated financial statements for each Chairman
time the financial position of the Company and prepared in conformity with U.S. GAAP, give John Martyn Falla
financial year. Under the law, they have chosen
enable them to ensure that the financial a true and fair view of the assets, liabilities, Director
to prepare the consolidated financial
25 April 2025
statements comply with the Companies financial position and profit or loss of the
statements in conformity with U.S. generally

|  | (Guernsey) Law, 2008 (as amended). They are | Company and the undertakings included in |  |
| --- | --- | --- | --- |
| accepted accounting principles (“U.S. GAAP”) |  |  | NB Private Equity Partners Annual Report 2024 |
|  | responsible for such internal controls as they | the consolidation taken as a whole as |  |

and applicable law.
determine are necessary to enable the required by the Disclosure Guidance and
Under company law the Directors must not Transparency Rules (“DTR”) 4.1.12R and are
preparation of financial statements that are
approve the consolidated financial statements in compliance with the requirements set out
free from material misstatement, whether due
unless they are satisfied that they give a true in the Companies (Guernsey) Law, 2008
to fraud or error, and have general
and fair view of the state of aairs of the Group (asamended)
responsibility for taking such steps as are
and of its profit or loss for that period. In
reasonably open to them to safeguard the – the annual financial report includes a fair
preparing these financial statements, the
assets of the Company and to prevent and review of the information required by DTR
Directors are required to:
detect fraud and other irregularities. 4.1.8R and DTR 4.1.11R of the Disclosure
Guidance and Transparency Rules, which
– select suitable accounting policies and then
provides an indication of important events that
apply them consistently
have occurred since the end of the financial year
– make judgements and estimates that are
and the likely future development of the
reasonable, relevant and reliable
Company and a description of principal risks
– state whether applicable accounting
and uncertainties during the year.
standards have been followed, subject
68
Strategic report Governance Financials Other
## Financial statements
69 Independent Auditor’s Report
74 Consolidated financial statements
80 Notes to consolidated financial statements
## F NB Private Equity Partners Annual Report 2024
69
Independent Auditor’s report
Valuation of private
Strategic report Governance Financials Other
equityinvestments The risk Our response
## Independent Auditor’s Report
$1,297,551,880; (2023: Our audit procedures included:
### Basis:
$1,321,345,503)
The Group’s private equity Controls evaluation:
## to the Members of NB Private Refer to pages 62 to 65
investment portfolio represents
ofthe Audit Committee We tested the design and implementation of the
the most significant balance on

|  | Report, pages 75 to 77 |  | Investment Manager’s review control in relation |
| --- | --- | --- | --- |
| Equity Partners Limited |  | the consolidated balance sheet |  |
|  | ofthe consolidated |  | to the valuation of Investments. |

and is the principal driver of the
condensed schedule
Group’s net asset value (2024:
ofinvestments, Note 2 Challenging managements’
101.7%; 2023: 101.0%).
(UK)”) and applicable law. Our responsibilities are accounting policy and assumptions and inputs
### Our opinion is unmodified Theinvestment portfolio is
Note 3 disclosures
described below. We have fulfilled our ethical comprised of Direct Equity including use of KPMG
We have audited the consolidated financial Investments, Fund Investments
responsibilities under, and are independent of the valuation specialist:
and Income Investments
statements of NB Private Equity Partners Limited
Company and Group inaccordance with, UK
(together the “Investments”). For all Investments we assessed the
(the “Company”) and its subsidiaries (together,
ethical requirements including the Financial appropriateness of the valuation technique used
Certain Direct Equity, all Fund and
the “Group”), which comprise the consolidated to estimate fair value.
Reporting Council (“FRC”) Ethical Standard as
Income Investments, representing
balance sheet and the consolidated condensed
required by the Crown Dependencies’ Audit Rules 88% of the fair value of Investments, For a selection of Investments, chosen on the
schedules of investments as at 31 December are valued using the net asset value basis of qualitative and quantitative factors:
and Guidance. We believe that the audit evidence
as a practical expedient in conformity
2024, the consolidated statements of operations
we have obtained is a sucient and appropriate – We confirmed their fair values to supporting
with U.S. GAAP to determine the fair
and changes in net assets and cash flows for the information, including audited information
basis for our opinion. value of the underlying investments,
where available, such as: financial statements,
year then ended, and notes, comprising adjusted if considered necessary
limited partner capital account statements,
bythe Investment Manager.
### significant accounting policies and other Key audit matters: our
lead sponsor or co-investor information or
Theremaining Direct Equity
### explanatory information. assessment of the risks of other information provided by the underlying
Investments, representing 12%
funds’ general partners, investee managers
ofthe fair value ofInvestments, are
### material misstatement
### In our opinion, the or similar.
valued using comparable company

|  |  | multiples, third-party valuation or | – For investments using a guideline public |  |
| --- | --- | --- | --- | --- |
| accompanying consolidated | Key audit matters are those matters that, in |  |  |  |
|  |  | listed prices, as applicable. | companies multiple approach, we obtained | NB Private Equity Partners Annual Report 2024 |
|  | our professional judgement, were of most |  | the valuation provided by the sponsor and |  |

### financial statements:
significance in the audit of the consolidated assessed assumptions based on observable
– give a true and fair view of the financial market data. We assessed the reliability of
financial statements and include the most
information obtained.
position of the Group as at 31 December
significant assessed risks of material
– For unaudited information we either
2024, and of the Group’s financial
misstatement (whether or not due to fraud) obtained the information directly or assessed
performance and cash flows for the year the Investment Manager’s process for
identified by us, including those which had the
obtaining this information and conducted
then ended;
greatest eect on: the overall audit strategy;
retrospective testing to confirm its reliability.
– are prepared in accordance with U.S. the allocation of resources in the audit; and
– For audited information, we assessed the
generally accepted accounting principles directing the eorts of the engagement team. appropriateness of the accounting
framework utilised and whether the audit
(“U.S. GAAP”); These matters were addressed in the context
opinion is modified.
– comply with the Companies (Guernsey) of our audit of the consolidated financial
– For listed Direct Equity Investments we
Law, 2008. statements as a whole, and in forming our independently priced these to a third-party
source.
opinion thereon, and we do not provide a
### Basis for opinion
separate opinion on these matters. In arriving
We conducted our audit in accordance with at our audit opinion above, the key audit
International Standards on Auditing (UK) (“ISAs matter was as follows (unchanged from 2023):
70
Independent Auditor’s report
Valuation of private The group team performed the audit of the
### Our application of materiality Strategic report Governance Financials Other
equityinvestments The risk Our response
Group as if it was a single aggregated set of
### and an overview of the scope
### Risk: Assessing transparency: financial information. The audit was
### ofour audit

| The valuation of the Group’s | We also considered the Group’s disclosures (see |  | performed using the materiality level set out |
| --- | --- | --- | --- |
| Investments is considered a | Note 3) in relation to the use of estimates and | Materiality for the consolidated financial | above and covered 100% of total Group |
| significant area of our audit, given | judgements regarding the fair value of |  |  |
|  |  | statements as a whole was set at $25,800,000, | revenue, total Group profit before tax, and |
| that it represents the majority of | investments and the Group’s investment valuation |  |  |
| the net assets of the Group. The | policies adopted and the fair value disclosures in | determined with reference to a benchmark of | total Group assets and liabilities. |
| valuation risk incorporates both a | Note 2 and Note 3 for conformity with U.S. GAAP. | group net assets of $1,275,344,021, of which it |  |
| risk of fraud and error given the |  |  | Going concern |

represents approximately 2.0% (2023: 2.0%).
significance of estimates and
judgements that may be involved in The Directors have prepared the consolidated
In line with our audit methodology, our
the determination of fair value.
financial statements on the going concern
procedures on individual account balances
basis as they do not intend to liquidate the
and disclosures were performed to a lower
Group or the Company or to cease their
threshold, performance materiality, so as to
operations, and as they have concluded that
reduce to an acceptable level the risk that
the Group and the Company’s financial
individually immaterial misstatements in
position means that this is realistic. They have
individual account balances add up to a
also concluded that there are no material
material amount across the financial
uncertainties that could have cast significant
statements as a whole. Performance
doubt over their ability to continue as a going
materiality for the Group was set at 75.0%
concern for at least a year from the date of
(2023: 75.0%) of materiality for the financial
approval of the consolidated financial
statements as a whole, which equates to
statements (the “going concern period”).
$19,300,000. We applied this percentage in
our determination of performance materiality In our evaluation of the Directors’ conclusions,
NB Private Equity Partners Annual Report 2024
because we did not identify any factors we considered the inherent risks to the Group
indicating an elevated level of risk. and the Company’s business model and
analysed how those risks might aect the
We reported to the Audit Committee any
Group and the Company’s financial resources
corrected or uncorrected identified
or ability to continue operations over the
misstatements exceeding $1,290,000, in
going concern period. The risks that we
addition to other identified misstatements that
considered most likely to aect the Group and
warranted reporting on qualitative grounds.
the Company’s financial resources or ability to
Our audit of the Group was undertaken to the continue operations over this period were:
materiality level specified above, which has
– availability of capital to meet operating
informed our identification of significant risks
costs and other financial commitments; and
of material misstatement and the associated
audit procedures performed in those areas as – the ability of the Group to comply with debt
detailed above. covenants;
71
Independent Auditor’s report
We considered whether these risks could However, as we cannot predict all future events As required by auditing standards, and taking Identifying and responding to risks
Strategic report Governance Financials Other
plausibly aect the liquidity in the going or conditions, and as subsequent events may into account possible incentives or pressures of material misstatement due
concern period by comparing severe, but result in outcomes that are inconsistent with to misstate performance and our overall to non-compliance with laws
plausible downside scenarios that could arise judgements that were reasonable at the time knowledge of the control environment, and regulations
from these risks individually and collectively they were made, the above conclusions are not weperform procedures to address the risk of
We identified areas of laws and regulations
against the level of available financial resources a guarantee that the Group and the Company management override of controls, in particular
that could reasonably be expected to have
indicated by the Group’s financial forecasts. will continue in operation. the risk that management may be in a position
amaterial eect on the consolidated financial
to make inappropriate accounting entries, and
### We considered whether the going concern Fraud and breaches of laws and statements from our sector experience and
the risk of bias in accounting estimates such as

| disclosure in Note 2 to the financial statements |  |  | through discussion with management |
| --- | --- | --- | --- |
|  | regulations – ability to detect | valuation of unquoted investments. On this |  |
| gives a full and accurate description of the |  |  | (asrequired by auditing standards), and from |

audit we do not believe there is a fraud risk
Identifying and responding to risks
Directors’ assessment of going concern. inspection of the Group’s regulatory and
related to revenue recognition because the
of material misstatement due
legal correspondence, if any, and discussed
Our conclusions based on this work: Group’s revenue streams are simple in nature
tofraud
with management the policies and
with respect to accounting policy choice, and
– We consider that the Directors’ use of the procedures regarding compliance with laws
To identify risks of material misstatement due
are easily verifiable to external data sources or
going concern basis of accounting in the and regulations. As the Group is regulated,
to fraud (“fraud risks”) we assessed events or
agreements with little or no requirement for
preparation of the consolidated financial our assessment of risks involved gaining an
conditions that could indicate an incentive or
estimation from management. We did not
statements is appropriate. understanding of the control environment
pressure to commit fraud or provide an
identify any additional fraud risks.
– We have not identified, and concur with the including the entity’s procedures for
opportunity to commit fraud. Our risk
Directors’ assessment that there is not a We performed procedures including: complying with regulatory requirements.
assessment procedures included:
material uncertainty related to events or
– identifying journal entries and other The Group is subject to laws and regulations
– enquiring of management as to the Group’s
conditions that, individually or collectively,
adjustments to test based on risk criteria and that directly aect the consolidated financial
policies and procedures to prevent and
may cast significant doubt on the Group and
comparing any identified entries to supporting statements including financial reporting
detect fraud as well as enquiring whether
the Company’s ability to continue as a going
documentation; legislation and taxation legislation and we NB Private Equity Partners Annual Report 2024
management have knowledge of any
concern for the going concern period; and
assessed the extent of compliance with these
actual, suspected or alleged fraud;
– incorporating an element of unpredictability
– We have nothing material to add or draw
laws and regulations as part of our procedures
inour audit procedures
attention to in relation to the Directors’ – reading minutes of meetings of those
on the related financial statement items.
statement in the notes to the consolidated charged with governance
– assessing significant accounting estimates
financial statements on the use of the going The Group is subject to other laws and
forbias
– using analytical procedures to identify any
concern basis of accounting with no material regulations where the consequences of
unusual or unexpected relationships.
Further detail in respect of valuation of non-compliance could have a material eect
uncertainties that may cast significant doubt
unquoted investments is set out in the key on amounts or disclosures in the consolidated
over the Group and the Company’s use of
audit matter section of this report. financial statements, for instance through the
that basis for the going concern period, and
that statement is materially consistent with imposition of fines or litigation or impacts
the consolidated financial statements and onthe Group and the Company’s ability
our audit knowledge. tooperate. We identified financial services
regulation as being the area most likely
tohave such an eect, recognising the
regulated nature of the Group’s activities
72
Independent Auditor’s report
andits legal form. Auditing standards limit the Other information – the Directors’ confirmation within the Corporate governance disclosures
Strategic report Governance Financials Other

| required audit procedures to identify non- |  | Viability Statement (pages 41 and 42) that |  |
| --- | --- | --- | --- |
|  | The Directors are responsible for the other |  | We are required to perform procedures to |
| compliance with these laws and regulations |  | they have carried out a robust assessment of |  |
|  | information. The other information comprises |  | identify whether there is a material inconsistency |
| toenquiry of management and inspection |  | the emerging and principal risks facing the |  |
|  | the information included in the annual |  | between the Directors’ corporate governance |
| ofregulatory and legal correspondence, if any. |  | Group, including those that would threaten |  |
|  | financial report but does not include the |  | disclosures and the consolidated financial |
| Therefore if a breach of operational |  | its business model, future performance, |  |
|  | consolidated financial statements and our |  | statements and our audit knowledge. |
| regulations is not disclosed to us, or is not |  | solvency or liquidity; |  |

auditor’s report thereon. Our opinion on the
evident from relevant correspondence, an – the emerging and principal risks disclosures Based on those procedures, we have concluded
consolidated financial statements does not
audit will not detect that breach. describing these risks and explaining how that each of the following is materially consistent
cover the other information and we do not
they are being managed or mitigated; with the consolidated financial statements and
Context of the ability of the audit express an audit opinion or any form of
– the Directors’ explanation in the Viability our audit knowledge:
todetect fraud or breaches of law assurance conclusion thereon.
Statement (pages 41 and 42) as to how they
orregulation – the Directors’ statement that they consider
In connection with our audit of the consolidated have assessed the prospects of the Group,
that the annual financial report and
Owing to the inherent limitations of an audit, financial statements, our responsibility is to read
over what period they have done so and
consolidated financial statements taken as a
there is an unavoidable risk that we may not the other information and, in doing so, consider
why they consider that period to be
whole is fair, balanced and understandable,
have detected some material misstatements in whether the other information is materially
appropriate, and their statement as to
and provides the information necessary for
the consolidated financial statements, even inconsistent with the consolidated financial
whether they have a reasonable
shareholders to assess the Group’s position
though we have properly planned and statements or our knowledge obtained in the
expectation that the Group will be able to
and performance, business model and
performed our audit in accordance with audit, or otherwise appears to be materially
continue in operation and meet its liabilities
strategy;
auditing standards. For example, the further misstated. If, based on the work we have
as they fall due over the period of their
– the section of the annual financial report
removed non-compliance with laws and performed, we conclude that there is a material
assessment, including any related
describing the work of the Audit
regulations is from the events and transactions misstatement of this other information, we are
disclosures drawing attention to any
Committee, including the significant issues
reflected in the consolidated financial required to report that fact. We have nothing to
necessary qualifications or assumptions.
that the Audit Committee considered in
statements, the less likely the inherently report in this regard. NB Private Equity Partners Annual Report 2024
We are also required to review the Viability relation to the financial statements, and
limited procedures required by auditing
Disclosures of emerging and principal Statement, set out on pages 41 and 42 under how these issues were addressed
standards would identify it.
risks and longer-term viability the Listing Rules. Based on the above
– the section of the annual financial report
In addition, as with any audit, there remains a
procedures, we have concluded that the above that describes the review of the
We are required to perform procedures to
higher risk of non-detection of fraud, as this
disclosures are materially consistent with the eectiveness of the Group’s risk
identify whether there is a material
may involve collusion, forgery, intentional
consolidated financial statements and our management and internal control systems.
inconsistency between the Directors’
omissions, misrepresentations, or the override
audit knowledge.
disclosures in respect of emerging and
of internal controls. Our audit procedures are We are required to review the part of Corporate
principal risks and the Viability Statement, and
designed to detect material misstatement. Governance Statement relating to the Group’s
the consolidated financial statements and our
Weare not responsible for preventing compliance with the provisions of the UK
audit knowledge. We have nothing material
non-compliance or fraud and cannot be Corporate Governance Code specified by the
toadd or draw attention to in relation to:
expected to detect non-compliance with Listing Rules for our review. We have nothing to
alllaws and regulations. report in this respect.
73
Independent Auditor’s report
### We have nothing to report on other Respective responsibilities The purpose of this report and
Strategic report Governance Financials Other
matters on which we are required restrictions on its use by persons
Directors’ responsibilities
toreport by exception other than the Company’s members
As explained more fully in their report set out as a body
We have nothing to report in respect of the
on page 67, the Directors are responsible for:
following matters where the Companies This report is made solely to the Company’s
the preparation of the consolidated financial
(Guernsey) Law, 2008 requires us to report members, as a body, in accordance with section
statements including being satisfied that they
to you if, in our opinion: 262 of the Companies (Guernsey) Law, 2008
give a true and fair view; such internal control as
and, in respect of any further matters on which
– the Company has not kept proper accounting they determine is necessary to enable the
we have agreed to report, on terms we have
records; or preparation of consolidated financial
agreed with the Company. Our audit work has
statements that are free from material
– the consolidated financial statements are not been undertaken so that we might state to the
misstatement, whether due to fraud or error;
in agreement with the accounting records; or Company’s members those matters we are
assessing the Group and Company’s ability to
required to state to them in an auditor’s report
– we have not received all the information and continue as a going concern, disclosing, as
and for no other purpose. To the fullest extent
explanations, which to the best of our applicable, matters related to going concern;
permitted by law, we do not accept or assume
knowledge and belief are necessary for the and using the going concern basis of
responsibility to anyone other than the
purpose of our audit. accounting unless liquidation is imminent.
Company and the Company’s members,
Auditor’s responsibilities as a body, for our audit work, for this report,
orfor the opinions we have formed.
Our objectives are to obtain reasonable
assurance about whether the consolidated
financial statements as a whole are free from
material misstatement, whether due to fraud

| or error, and to issue our opinion in an | Rachid Frihmat | NB Private Equity Partners Annual Report 2024 |
| --- | --- | --- |
| auditor’s report. Reasonable assurance is a | For and on behalf of KPMG |  |
| high level of assurance, but does not | Channel Islands Limited |  |
| guarantee that an audit conducted in | Chartered Accountants |  |
| accordance with ISAs (UK) will always detect a | and Recognised Auditors |  |
| material misstatement when it exists. | Guernsey |  |

Misstatements can arise from fraud or error
25 April 2025
and are considered material if, individually or
in aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of the consolidated
financial statements.
A fuller description of our responsibilities is
provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
Consolidated financial statements

# Consolidated balance sheets

31 December 2024 and 31 December 2023

|   | 2024 | 2023  |
| --- | --- | --- |
|  **Assets** |  |   |
|  Investments at fair value: |  |   |
|  Private equity investments |  |   |
|  Cost of $739,667,739 at 31 December 2024 and $780,503,840 at 31 December 2023 | $1,297,551,880 | $1,321,345,503  |
|  Government obligations |  |   |
|  Cost of $0 at 31 December 2024 and $115,157,505 at 31 December 2023 | – | 115,181,468  |
|  Cash and cash equivalents | 72,758,539 | 50,617,431  |
|  Other assets | 1,846,912 | 2,336,264  |
|  Distributions and sales proceeds receivable from investments | 19,171 | 333,138  |
|  **Total assets** | **$1,372,176,502** | **$1,489,813,804**  |
|  **Liabilities and share capital** |  |   |
|  Liabilities: |  |   |
|  Zero Dividend Preference (“ZDP”) Share liability | $– | $80,428,778  |
|  Credit facility loan | 90,000,000 | 90,000,000  |
|  Payables to Investment Manager and affiliates | 4,664,735 | 4,895,272  |
|  Accrued expenses and other liabilities | 2,103,192 | 6,975,841  |
|  Net deferred tax liability | 64,554 | 24,877  |
|  **Total liabilities** | **$96,832,481** | **$182,323,968**  |
|  Share capital: |  |   |
|  Class A Shares, $0.01 par value, 500,000,000 shares authorised, |  |   |
|  49,388,127 shares issued and 46,237,719 shares outstanding at 31 December 2024 | $493,882 | $496,530  |
|  49,653,014 shares issued and 46,502,606 shares outstanding at 31 December 2023 |  |   |
|  Class B Shares, $0.01 par value, 100,000 shares authorised, |  |   |
|  10,000 shares issued and outstanding | 100 | 100  |
|  Additional paid-in capital | 486,140,004 | 491,555,393  |
|  Retained earnings | 795,912,722 | 822,682,245  |
|  Less cost of treasury stock purchased (3,150,408 shares) | (9,248,460) | (9,248,460)  |
|  **Total net assets of the controlling interest** | **$1,273,298,248** | **$1,305,485,808**  |
|  Net assets of the non-controlling interest | $2,045,773 | $2,004,928  |
|  **Total net assets** | **$1,275,344,021** | **$1,307,489,836**  |
|  **Total liabilities and net assets** | **$1,372,176,502** | **$1,489,813,804**  |
|  **Net asset value per share for Class A Shares and Class B Shares** | **$27.53** | **$28.07**  |
|  **Net asset value per share for Class A Shares and Class B Shares (GBP)** | **£21.98** | **£22.02**  |
|  **Net asset value per 2024 ZDP Share (Pence)** | **–** | **126.18**  |

The consolidated financial statements were approved by the Board of Directors on 25 April 2025 and signed on its behalf by

William Maltby

John Martyn Falla

The accompanying notes are an integral part of the consolidated financial statements.

74

Strategic report

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Other

NB Private Equity Partners Annual Report 2024
75
Consolidated financial statements
## Consolidated condensed schedules of investments
31 December 2024 and 31 December 2023

|  |  |  |  | 1 | Strategic report Governance Financials Other |
| --- | --- | --- | --- | --- | --- |
|  | Unfunded | Private Equity |  |  |  |
| Private equity investments Cost Fair Value | Commitment |  | Exposure |  |  |

2024
Direct equity investments
NB Alternatives Direct Co-investment Programme A $29,382,373 $17, 435,711 $16,981,954 $34,417,665
3
NB Alternatives Direct Co-investment Programme B 65,542,240 156,749,566 18,392,548 175,142,114
NB Renaissance Programmes 14,295,777 27,428,649 6,033,357 33,462,006
Marquee Brands 26,545,491 31,816,786 3,410,816 35,227,602
2, 3
Direct equity investments 585,394,526 1,036,043,160 2,667,777 1,038,710,937
Total direct equity investments $721,160,407 $1,269,473,872 $47,486,452 $1,316,960,324
Income investments
NB Credit Opportunities Programme $12,457,838 $24,284,753 $4,898,939 $29,183,692
Total income investments $12,457,838 $24,284,753 $4,898,939 $29,183,692
Fund investments $6,049,494 $3,793,255 $4,688,049 $8,481,304
Total investments $739,667,739 $1,297,551,880 $57,073,440 $1,354,625,320
2023
Direct equity investments
NB Alternatives Direct Co-investment Programme A $43,905,518 $19,573,022 $17,102,040 $36,675,062
NB Alternatives Direct Co-investment Programme B 74,332,209 170,167,212 19,340,324 189,507,536
NB Renaissance Programmes 10,5 87, 835 23,890,095 9,603,804 33,493,899
Marquee Brands 26,047,730 30,573,581 3,410,816 33,984,397
2, 3
Direct equity investments 534,272,602 979,327,044 2,529,601 981,856,645
Total direct equity investments $689,145,894 $1,223,530,954 $51,986,585 $1,275,517,539 NB Private Equity Partners Annual Report 2024
Income investments
NB Credit Opportunities Programme $25,043,808 $37,927,794 $11,981,976 $49,909,770
NB Specialty Finance Programme 8,259,427 7,750,000 15,000,000 22,750,000
Income investments 48,817,095 44,326,526 – 44,326,526
Total income investments $82,120,330 $90,004,320 $26,981,976 $116,986,296
Fund investments $9,237,616 $7,810,229 $5,318,896 $13,129,125
Total investments $780,503,840 $1,321,345,503 $84,287,457 $1,405,632,960
1. Private equity exposure is the sum of fair value and unfunded commitment.
2. Includes direct equity investments into companies and co-investment vehicles.
3. This includes investment(s) above 5% of net asset value. See Note 3.
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated financial statements

# Consolidated condensed schedules of investments

31 December 2024 and 31 December 2023

As of 31 December 2024, the Group did not hold any securities classified as government obligations.

|  Investment Description | Geography | Industry | Cost | Fair Value  |
| --- | --- | --- | --- | --- |
|  **2023**  |   |   |   |   |
|  Government obligations  |   |   |   |   |
|  Treasury Bill 0% 1/18/2024 | USA | Sovereign | $12,966,797 | $12,969,450  |
|  Treasury Bill 0% 2/6/2024 | USA | Sovereign | 27,810,903 | 27,818,058  |
|  Treasury Bill 0% 2/29/2024 | USA | Sovereign | 14,869,685 | 14,872,800  |
|  Treasury Bill 0% 4/2/2024 | USA | Sovereign | 5,004,141 | 5,003,623  |
|  Treasury Bill 0% 4/16/2024 | USA | Sovereign | 15,018,757 | 15,010,671  |
|  Treasury Bill 0% 5/9/2024 | USA | Sovereign | 15,009,923 | 15,009,866  |
|  Treasury Bill 0% 5/23/2024 | USA | Sovereign | 24,485,299 | 24,497,000  |
|  **Total government obligations** |  |  | **$115,157,505** | **$115,181,468**  |

The accompanying notes are an integral part of the consolidated financial statements.

76

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Other

NB Private Equity Partners Annual Report 2024
Consolidated financial statements

# Consolidated condensed schedules of investments

31 December 2024 and 31 December 2023

|  Geographic diversity of private equity investments^{1} | Fair Value 2024 | Fair Value 2023  |
| --- | --- | --- |
|  North America | $1,021,215,672 | $961,966,491  |
|  Europe | 266,480,426 | 319,680,132  |
|  Asia/rest of world | 9,855,782 | 39,698,880  |
|   | **$1,297,551,880** | **$1,321,345,503**  |

|  Industry diversity of private equity investments^{1} | 2024 | 2023  |
| --- | --- | --- |
|  Consumer | 20.5% | 21.0%  |
|  Technology/IT | 19.3% | 18.2%  |
|  Industrials | 17.0% | 17.8%  |
|  Financial services | 15.7% | 11.9%  |
|  Business services | 11.1% | 12.1%  |
|  Healthcare | 8.2% | 9.3%  |
|  Communications/media | 3.1% | 3.3%  |
|  Diversified/undisclosed/other | 2.2% | 3.8%  |
|  Transportation | 1.7% | 1.4%  |
|  Energy | 1.2% | 1.2%  |
|   | **100.0%** | **100.0%**  |

|  Asset class diversification of private equity investments^{2} | 2024 | 2023  |
| --- | --- | --- |
|  Direct Equity Investments |  |   |
|  Mid-cap buyout | 48.3% | 47.3%  |
|  Large-cap buyout | 34.1% | 32.2%  |
|  Special situation | 12.3% | 10.2%  |
|  Growth equity | 3.3% | 3.2%  |
|  Income investments | 1.9% | 6.8%  |
|  Growth/venture funds | 0.1% | 0.3%  |
|   | **100.0%** | **100.0%**  |

1. Geography is determined by location of the headquarters of the underlying portfolio companies in funds and direct co-investments.

A portion of our fund investments may relate to cash or other assets or liabilities that they hold and for which we do not have adequate information to assign a geographic location.

2. Industry diversity is based on underlying portfolio companies and direct co-investments which may be held through either co-investments or NB-Antraged periods. Percentages are calculated based on the total portfolio value.

3. Asset class diversification is based on the net asset value of underlying fund investments and co-investments. Percentages are calculated based on the total portfolio value.

The accompanying notes are an integral part of the consolidated financial statements.

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Consolidated financial statements

# Consolidated statements of operations and changes in net assets

For the years ended 31 December 2024 and 2023

|   | 2024 | 2023  |
| --- | --- | --- |
|  **Interest and dividend income** (net of foreign withholding taxes of $0 for 2024 and $2,263 for 2023) | $8,525,670 | $7,054,768  |
|  **Expenses** |  |   |
|  Investment management and services | $19,060,021 | $20,512,823  |
|  Finance costs |  |   |
|  Credit facility | 9,115,378 | 8,892,744  |
|  ZDP Shares | 3,510,592 | 3,281,837  |
|  Administration and professional fees | 4,756,034 | 4,909,508  |
|  **Total expenses** | **$36,442,025** | **$37,595,312**  |
|  Management fee offset | (128,041) | —  |
|  **Net expenses** | **$36,313,984** | **$37,595,312**  |
|  **Net investment loss** | **$(27,788,314)** | **$(30,540,544)**  |
|  Tax expense | 2,316,596 | 721,007  |
|  **Net investment loss after taxes** | **$(30,104,910)** | **$(31,261,551)**  |
|  **Realised and unrealised gains** |  |   |
|  Realised gain on investments | $32,949,939 | $82,483,081  |
|  Net change in unrealised gain (loss) on investments, net of tax expense of $39,677 for 2024 and $15,764 for 2023 | 14,024,546 | (24,095,674)  |
|  Net realised and change in unrealised gain | $46,974,485 | $58,387,407  |
|  Net increase in net assets resulting from operations | $16,869,575 | $27,125,856  |
|  Less net increase in net assets resulting from operations attributable to the non-controlling interest | (41,745) | (56,705)  |
|  **Net increase in net assets resulting from operations attributable to the controlling interest** | **$16,827,830** | **$27,069,151**  |
|  Net assets at beginning of period attributable to the controlling interest | $1,305,485,808 | $1,327,266,223  |
|  Less dividend payment | (43,597,353) | (43,843,309)  |
|  Less cost of stock repurchased and cancelled (264,887 shares for 2024 and 258,424 shares for 2023) | (5,418,037) | (5,006,257)  |
|  **Net assets at end of period attributable to the controlling interest** | **$1,273,298,248** | **$1,305,485,808**  |
|  **Earnings per share for Class A Shares and Class B Shares of the controlling interest** | **$0.36** | **$0.58**  |
|  **Earnings per share for Class A Shares and Class B Shares of the controlling interest (GBP)** | **£0.28** | **£0.47**  |

The accompanying notes are an integral part of the consolidated financial statements.

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Consolidated financial statements

# Consolidated statements of cash flows

For the years ended 31 December 2024 and 2023

|   | 2024 | 2023  |
| --- | --- | --- |
|  Cash flows from operating activities: |  |   |
|  Net increase in net assets resulting from operations attributable to the controlling interest | $16,827,830 | $27,069,151  |
|  Net increase in net assets resulting from operations attributable to the non-controlling interest | 41,745 | 56,705  |
|  Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: |  |   |
|  Realized gain on investments | (32,949,939) | (82,483,081)  |
|  Net change in unrealised (gain) loss on investments, net of tax expense | (14,024,546) | 24,095,674  |
|  Contributions to private equity investments | (8,881,400) | (6,706,951)  |
|  Purchases of private equity investments | (95,563,898) | (15,308,316)  |
|  Distributions from private equity investments | 102,718,349 | 132,874,039  |
|  Proceeds from sale of private equity investments | 75,614,441 | 36,906,862  |
|  Purchases of government obligations | (266,356,277) | (143,910,794)  |
|  Proceeds from sale of government obligations | 386,061,483 | 30,000,000  |
|  In-kind payment of interest income and change in accrued interest | (6,486,733) | (5,995,497)  |
|  Amortisation of finance costs | 381,442 | 404,217  |
|  Amortisation of Original Issue Discount ('OID') | (22,403) | (35,723)  |
|  Change in other assets | 460,523 | (241,185)  |
|  Change in payables to Investment Manager and affiliates | (230,537) | (282,100)  |
|  Change in current tax liability | (2,947,100) | 685,067  |
|  Change in accrued expenses and other liabilities | 1,469,691 | 5,304,653  |
|  Net cash provided by operating activities | $156,112,671 | $2,432,721  |
|  Cash flows from financing activities: |  |   |
|  Dividend payment | $(43,597,353) | $(43,843,309)  |
|  Redemption of 2024 ZDP Shares | (84,956,173) | —  |
|  Stock repurchased and cancelled | (5,418,037) | (5,006,257)  |
|  Borrowings from credit facility | — | 120,000,000  |
|  Payments to credit facility | — | (30,000,000)  |
|  Net cash provided by (used in) financing activities | $(133,971,563) | $41,150,434  |
|  **Net increase in cash and cash equivalents** | **$22,141,108** | **$43,583,155**  |
|  Cash and cash equivalents at beginning of period | 50,617,431 | 7,034,276  |
|  **Cash and cash equivalents at end of period** | **$72,758,539** | **$50,617,431**  |
|  **Supplemental cash flow information** |  |   |
|  Credit facility financing costs paid | $11,049,056 | $6,606,935  |
|  Taxes paid | $5,266,049 | $37,712  |
|  Taxes refunded | $2,353 | $1,772  |

The accompanying notes are an integral part of the consolidated financial statements.

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80
Notes to consolidated financial statements
topresent and future conditions including the balance sheets, future projections,
### Note 1 – Description of the Group Strategic report Governance Financials Other
cashflows and the longer-term strategy of the business.
NB Private Equity Partners Limited (the “Company”) and its subsidiaries, collectively
Principles of consolidation
(the “Group”) is a closed-ended investment company registered in Guernsey.
Theregistered oce is Oak House, Hirzel Street, St. Peter Port, Guernsey, GY1 2NP.
The consolidated financial statements include accounts of the Company consolidated
Theprincipal activity of the Group is to invest in direct private equity investments by
with the accounts of all its subsidiaries in which it holds a controlling financial interest
co-investing alongside leading private equity sponsors in their core areas of expertise.
as of the financial statement date. All inter-group balances have been eliminated.
The Company’s Class A Shares are listed and admitted to trading on the Main Market
The Company’s partially owned subsidiary, NB PEP Investments, LP (incorporated)
ofthe London Stock Exchange (“Main Market”) under the symbols “NBPE” and “NBPU”
isincorporated in Guernsey.
corresponding to Sterling and U.S. dollar quotes, respectively.
The Company’s wholly-owned subsidiaries, NB PEP Holdings Limited, NB PEP
The Group is managed by NB Alternatives Advisers LLC (“Investment Manager”),
Investments I, LP, NB PEP Investments LP Limited and NB PEP Investments Limited are
a subsidiary of Neuberger Berman Group LLC (“NBG”), pursuant to an Investment
incorporated in Guernsey.
Management Agreement. The Investment Manager serves as the registered
investment adviser under the Investment Advisers Act of 1940.
The Company’s wholly-owned subsidiary, NB PEP Investments DE, LP is incorporated
inDelaware and operates in the United States.
### Note 2 – Summary of significant accounting policies
Use of estimates and judgements
Basis of presentation
The preparation of the consolidated financial statements in conformity with U.S. GAAP
These consolidated financial statements present a true and fair view of the financial
requires the Directors to make estimates and judgements that aect the reported
position, profit or loss and cash flows and have been prepared in conformity with U.S.
amounts of certain assets and liabilities and disclosure of contingent assets and
generally accepted accounting principles (“U.S. GAAP”) and are in compliance with the
liabilities at the date of the consolidated financial statements and the reported
Companies (Guernsey) Law, 2008 (as amended). All adjustments considered necessary
amounts of revenues and expenses during the reporting period. Actual results could
for the fair presentation of the consolidated financial statements for the periods
dier from those estimates.
presented have been included. These consolidated financial statements are presented
NB Private Equity Partners Annual Report 2024
in U.S. dollars. The following estimates and assumptions were used at 31 December 2024 and
31December 2023 to estimate the fair value of each class of financial instruments:
The Group is an investment company and follows the accounting and reporting
guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards – Cash and cash equivalents – The carrying value reasonably approximates fair value
Codification (“ASC”) Topic 946, Financial Services – Investment Companies. due to the short-term nature of these instruments.
Accordingly, the Group reflects its investments on the Consolidated Balance Sheets at
– Government obligations – Further information on valuation is provided in the Fair
their estimated fair values, with unrealised gains and losses resulting from changes in
Value measurements section below.
fair value reflected in net change in unrealised gain (loss) on investments in the
Consolidated Statements of Operations and Changes in Net Assets. The Group does – Other assets – The carrying value reasonably approximates fair value.
not consolidate majority-owned or controlled portfolio companies. The Group does
– Distributions and sales proceeds receivable from investments – The carrying value
not provide any financial support to any of its investments beyond the investment
reasonably approximates fair value.
amount to which it committed.
– ZDP Share liability – The carrying value reasonably approximates fair value (see Note 5).
The Directors considered that it is appropriate to adopt a going concern basis
ofaccounting in preparing the consolidated financial statements. In reaching this – Credit Facility Loan – The carrying value reasonably approximates fair value.
assessment, the Directors have considered a wide range of information relating
81
Notes to consolidated financial statements
– Payables to Investment Manager and aliates – The carrying value reasonably data obtained from sources independent of the Group. Unobservable inputs reflect
Strategic report Governance Financials Other
approximates fair value. the Group’s own assumptions about the assumptions market participants would use
inpricing the asset or liability based on the information available. The inputs or
– Accrued expenses and other liabilities – The carrying value reasonably approximates
methodology used for valuing assets or liabilities may not be an indication of the risks
fair value.
associated with investing in those assets or liabilities. The Group generally uses the
– Private equity investments – Further information on valuation is provided in the Fair NAV reported by the investments as a primary input in its valuation utilising the
Value measurements section below. practical expedient method of determining fair value; however, adjustments to the
reported NAV may be made based on various factors, including, but not limited to,
### Fair Value measurements
theattributes of the interest held, including the rights and obligations, any restrictions
It is expected that most of the investments in which the Group invests will meet the or illiquidity on such interest, any potential clawbacks by the investments and the fair
criteria set forth under FASB ASC 820 Fair Value Measurement and Disclosures (“ASC value of the investments’ portfolio or other assets and liabilities. Investments that are
820”) permitting the use of the practical expedient to determine the fair value of the measured at fair value using the NAV per share (or its equivalent) practical expedient
investments. ASC 820 provides that, in valuing alternative investments that do not are not categorised in the fair value hierarchy.
have quoted market prices but calculate net asset value (“NAV”) per share or
### Government obligations
equivalent, an investor may determine fair value by using the NAV reported to the
investor by the underlying investment. To the extent ASC 820 is applicable to an The fair value of U.S. Treasury Bills is based on dealer quotations. U.S. Treasury Bills
investment, the Investment Manager will value the Group’s investment based primarily inthis portfolio are categorised as Level 1 of the fair value hierarchy.
on the value reported to the Group by the investment or by the lead investor/sponsor
### Realised gains and losses on investments
of a direct co-investment as of each quarter-end, as determined by the investments in
accordance with its own valuation policies. Purchases and sales of investments are recorded on a trade-date basis. Realised gains
and losses from sales of investments are determined on a specific identification basis.
ASC 820-10 Fair Value Measurements and Disclosure establishes a fair value hierarchy
For investments in private equity investments, the Group records its share of realised
that prioritises the inputs to valuation techniques used to measure fair value.
gains and losses incurred when the Investment Manager knows that the private equity
Thehierarchy gives the highest priority to unadjusted quoted prices in active markets
investment has realised its interest in a portfolio company and the Investment NB Private Equity Partners Annual Report 2024
for identical assets or liabilities (Level 1 measurements) and the lowest priority to
Manager has sucient information to quantify the amount. For all other investments,
unobservable inputs (Level 3 measurements). ASC 820-10-35-39 to 55 provides three
realised gains and losses are recognised in the Consolidated Statements of Operations
levels of the fair value hierarchy as follows:
and Changes in Net Assets in the year in which they arise.
Level 1: Quoted prices are available in active markets for identical investments as of
### Net change in unrealised gains and losses on investments
the reporting date.
Gains and losses arising from changes in value are recorded as an increase or decrease in
Level 2: Pricing inputs are other than quoted prices in active markets, which are either
the unrealised gains or losses of investments based on the methodology described above.
directly or indirectly observable as of the reporting date.
### Level 3: Pricing inputs are unobservable for the investment and include situations Foreign currency
where there is little, if any, market activity for the investment. The inputs used
Assets and liabilities denominated in foreign currencies are translated into U.S. dollar
in the determination of the fair value require significant management
amounts at the reporting date. Transactions denominated in foreign currencies,
judgement or estimation.
including purchases and sales of investments, and income and expenses, are translated
Observable inputs refer broadly to the assumptions that market participants would into U.S. dollar amounts on the date of such transactions. Adjustments arising from
use in pricing the asset or liability, including assumptions about risk, based on market foreign currency transactions are reflected in the net realised gain (loss) on investments
Notes to consolidated financial statements

and the net change in unrealised gain (loss) on investments on the Consolidated Statements of Operations and Changes in Net Assets.

The Group's investments of which capital is denominated in foreign currency are translated into U.S. dollars based on rates of exchange at the reporting date. The cumulative effect of translation to U.S. dollars has decreased the fair value of the Group's foreign investments by $21,111,656 for the year ended 31 December 2024. The cumulative effect of translation to U.S. dollars increased the fair value of the Group's foreign investments by $9,201,227 for the year ended 31 December 2023.

The ZDP Shares were denominated in Sterling (see Note 5 and Note 6, as of 31 December 2024, there were no outstanding ZDP Shares). The Group has unfunded commitments denominated in currencies other than U.S. dollars. At 31 December 2024, the unfunded commitments that are in Euros and Sterling amounted to €6,235,659 and £29,588, respectively (31 December 2023: €9,080,803 and £32,138). They have been included in the Consolidated Condensed Schedules of Investments at the U.S. dollar exchange rates in effect at 31 December 2024 and 31 December 2023. The effect on the unfunded commitment of the change in the exchange rates between Euros and U.S. dollars was a decrease in the U.S. dollar obligations of $433,276 for 31 December 2024 and an increase in the U.S. dollar obligations of $294,762 for 31 December 2023.

The effect on the unfunded commitment of the change in the exchange rates between Sterling and U.S. dollars was a decrease in the U.S. dollar obligations of $663 for 31 December 2024 and an increase in the U.S. dollar obligations of $2,311 for 31 December 2023.

### Investment transactions and investment income

Investment transactions are accounted for on a trade-date basis. Investments are recognised when the Group incurs an obligation to acquire a financial instrument and assume the risk of any gain or loss or incurs an obligation to sell a financial instrument and forego the risk of any gain or loss. Investment transactions that have not yet settled are reported as receivable from investment or payable to investment.

The Group earns interest and dividends from direct investments and from cash and cash equivalents. The Group records dividends on the ex-dividend date, net of withholding tax, if any, and interest, on an accrual basis when earned, provided the Investment Manager knows the information or is able to reliably estimate it. Otherwise, the Group records the investment income when it is reported by the private equity investments. Discounts received or premiums paid in connection with the acquisition of loans are amortised into interest income using the effective interest

method over the contractual life of the related loan. Payment-in-kind ("PIK") interest is computed at the contractual rate specified in the loan agreement for any portion of the interest which may be added to the principal balance of a loan rather than paid in cash by the obligator on the scheduled interest payment date. PIK interest is added to the principal balance of the loan and recorded as interest income. Prepayment premiums include fee income from securities settled prior to maturity date, and are recorded as interest income in the Consolidated Statements of Operations and Changes in Net Assets.

For the year ended 31 December 2024, total interest and dividend income was $8,525,670, of which $2,119 was dividends, and $8,523,551 was interest income. For the year ended 31 December 2023, total interest and dividend income was $7,054,768, of which $73,948 was dividends, and $6,980,820 was interest income.

### Cash and cash equivalents

Cash and cash equivalents represent cash held in accounts at banks and liquid investments with original maturities of three months or less. Cash equivalents are carried at cost plus accrued interest, which approximates fair value. At 31 December 2024 and 31 December 2023, cash and cash equivalents consisted of $72,758,539 and $50,617,431, respectively, held in operating accounts with Bank of America Merrill Lynch and U.S. Bank.

Cash equivalents are held for the purpose of meeting short-term liquidity requirements, rather than for investment purposes. As of 31 December 2024 and 31 December 2023, the cash equivalents were $47,241,246 and $14,858,215, respectively.

Cash and cash equivalents are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation ("FDIC") or Securities Investor Protection Corporation ("SIPC") limitations.

### Income taxes

The Company is registered in Guernsey as an exempt company. The States of Guernsey Income Tax Authority has granted the Group an exemption from Guernsey income tax under the provision of the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and the Group has been charged an annual exemption fee of £1,600 (2023: £1,200). Generally, income that the Group derives from the investments may be subject to taxes imposed by the U.S. or other countries and will impact the Group's effective tax rate.

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83
Notes to consolidated financial statements
In accordance with FASB ASC 740-10, Income Taxes, the Group is required to determine if it is more likely than not that some portion or all of the deferred tax assets will not be
Strategic report Governance Financials Other
whether its tax positions are more likely than not to be sustained upon examination realised. Management subsequently adjusts the valuation allowance as the expected
bythe applicable taxing authority based on the technical merits of the position. realisability of the deferred tax assets changes such that the valuation allowance is
Taxpositions not deemed to meet a more-likely-than-not threshold would be recorded sucient to cover the portion of the asset that will not be realised. The Group records
as a tax expense in the current year. the tax associated with any transactions with U.S. or other tax consequences when the
Group recognises the related income (see Note 7).
The Group files tax returns as prescribed by the tax laws of the jurisdictions in which it
operates. In the normal course of business, the Group is subject to examination by U.S. Shareholders in certain jurisdictions may have individual income tax consequences
federal, state, local and foreign jurisdictions, where applicable. The Group’s U.S. federal from ownership of the Group’s shares. The Group has not accounted for any such tax
income tax returns are open under the normal three-year statute of limitations and consequences in these consolidated financial statements. For example, the Investment
therefore subject to examination. The Investment Manager does not expect that the total Manager expects the Group and certain of its non-U.S. corporate subsidiaries to be
amount of unrecognised tax benefits will materially change over the next 12 months. treated as passive foreign investment corporations (“PFICs”) under U.S. tax rules.
Forthis purpose, the PFIC regime should not give rise to additional tax at the level of
Investments made in entities that generate U.S. source investment income may subject
the Group or its subsidiaries. Instead, certain U.S. investors in the Group may need to
the Group to certain U.S. federal and state income tax consequences. A U.S.
make tax elections and comply with certain U.S. reporting requirements related to
withholding tax at the rate of 30% may be applied on the Group’s distributive share of
their investments in the PFICs in order to potentially manage the adverse U.S. tax
any U.S. sourced dividends and interest (subject to certain exemptions) and certain
consequences associated with the regime.
other income that the Group receives directly or through one or more entities treated
### as either partnerships or disregarded entities for U.S. federal income tax purposes. Forward foreign exchange contracts
Investments made in entities that generate business income that is eectively Forward foreign exchange contracts are reported on the balance sheets at fair value
connected with a U.S. trade or business may subject the Group to certain U.S. federal and included either in other assets or accrued expenses and other liabilities,
and state income tax consequences. Generally, the U.S. imposes withholding tax on depending on each contract’s unrealised position (appreciated/depreciated) relative
eectively connected income at the highest U.S. rate (generally 21%). In addition, the to its notional value as of the end of the reporting periods. See Note 6.
Group may also be subject to a branch profits tax which can be imposed at a rate of up
Forward foreign exchange contracts involve elements of market risk in excess of the NB Private Equity Partners Annual Report 2024
to 23.7% of the after-tax profits treated as eectively connected income associated
amounts reflected on the consolidated financial statements. The Group bears the risk
with a U.S. trade or business. As such, the aggregate U.S. tax liability on eectively
of an unfavourable change in the foreign exchange rate underlying the forward
connected income may approximate 44.7% given the two levels of tax.
foreign exchange contract, if any contract exists, as well as risks from the potential
The Group recognises a tax benefit in the consolidated financial statements only when inability of the counterparties to meet the terms of their contracts.
it is more likely than not that the position will be sustained upon examination by the
### Dividends to shareholders
relevant taxing authority based on the technical merits of the position. To date, the
Group has not provided any reserves for taxes as all related tax benefits have been fully
The Company pays dividends semi-annually to shareholders upon approval by the
recognised. Although the Investment Manager believes uncertain tax positions have
Board of Directors subject to the passing of the solvency test under Guernsey law.
been adequately assessed, the Investment Manager acknowledges that these matters
Liabilities for dividends to shareholders are recorded on the ex-dividend date.
require significant judgement and no assurance can be given that the final tax
The Company may declare dividend payments from time to time. Prior to each dividend
outcome of these matters will not be dierent.
announcement, the Board reviews the appropriateness of the dividend payment in
Deferred taxes are recorded to reflect the tax benefit and consequences of future
light of macroeconomic activity, the financial position of the Company, and other
years’ dierences between the tax basis of assets and liabilities and their financial
factors. The Company targets an annualised dividend yield of 3.0% or greater on NAV
reporting basis. The Group records a valuation allowance to reduce deferred tax assets
which has been paid out semi-annually.
84
Notes to consolidated financial statements
### Operating expenses Strategic report Governance Financials Other
Operating expenses are recognised when incurred. Operating expenses include
amounts directly incurred by the Group as part of its operations, and do not include
amounts incurred from the operations of the Group’s investments. These operating
expenses are included in administration and professional fees on the Consolidated
Statement of Operations and Changes in Net Assets.
### Carried interest
Carried interest amounts due to the Special Limited Partner (an aliate of the
Investment Manager, see Note 10) are computed and accrued at each period end
based on period-to-date results in accordance with the terms of the Third Amended
and Restated Limited Partnership Agreement of NB PEP Investments LP (Incorporated).
For the purposes of calculating the incentive allocation payable to the Special Limited
Partner, the value of any fund investments made by the Group in other Neuberger
Berman Funds (“NB Funds”) in respect of which the Investment Manager or an aliate
receives a fee or other remuneration shall be excluded from the calculation.
NB Private Equity Partners Annual Report 2024
Notes to consolidated financial statements

## Note 3 – Investments

The Group invests in a diversified portfolio of direct private equity companies (see Note 2). As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Group has assessed these positions and concluded that all private equity companies not valued using the practical expedient, with the exception of marketable securities, are classified as either Level 2 or Level 3 due to significant unobservable inputs. Marketable securities distributed from a private equity company are classified as Level 1. The Group values equity securities that are traded on a national securities exchange at their last reported sales price. There were two marketable securities held by the Group as of 31 December 2024 and 31 December 2023.

The following table details the Group's financial assets and liabilities that were accounted for at fair value as of 31 December 2024 and 31 December 2023 by level and fair value hierarchy.

|  As of 31 December 2024 | Assets (Liabilities) Accounted for at Fair Value |   |   |   | Total  |
| --- | --- | --- | --- | --- | --- |
|   |  Level 1 | Level 2 | Level 3 | Investments measured at net asset value^{1}  |   |
|  Common stock | $3,770,837 | $3,984,000 | $– | $– | $7,754,837  |
|  Private equity companies | – | – | 153,354,715 | 1,136,442,328 | 1,289,797,043  |
|  **Totals** | **$3,770,837** | **$3,984,000** | **$153,354,715** | **$1,136,442,328** | **$1,297,551,880**  |

|  As of 31 December 2023 | Assets (Liabilities) Accounted for at Fair Value |   |   |   | Total  |
| --- | --- | --- | --- | --- | --- |
|   |  Level 1 | Level 2 | Level 3 | Investments measured at net asset value^{1}  |   |
|  Common stock | $6,784,603 | $6,556,933 | $– | $– | $13,341,536  |
|  Government obligations | 115,181,468 | – | – | – | 115,181,468  |
|  Private equity companies | – | 235,297 | 206,759,351 | 1,101,009,319 | 1,308,003,967  |
|  **Totals** | **$121,966,071** | **$6,792,230** | **$206,759,351** | **$1,101,009,319** | **$1,436,526,971**  |

1. Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Condensed Schedules of Investments.

## Significant investments:

At 31 December 2024, the Group's share of the following underlying private equity company exceeded 5% of net asset value.

|  Company (Legal Entity Name) | Industry | Country | Fair Value 2024 | Fair Value as a Percentage of net asset value  |
| --- | --- | --- | --- | --- |
|  3i 2020 Co-investment 1 SCSp (Action) (LP Interest) | Consumer/Retail | Netherlands | $74,432,660 | 5.85%  |
|  RCP Artemis Co-Invest, L.P. (Advisor Group) (LP Interest) | Financial Services | United States of America | 71,485,020 | 5.61%  |

1. The Company is held by NRA/Ternatives Direct Co-Investment Programme/II and through a direct equity co-investment vehicle.

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## Significant investments:

At 31 December 2023, the Group's share of the following underlying private equity company exceeded 5% of net asset value.

|  Company (Legal Entity Name) | Industry | Country | Fair Value 2023 | Fair Value as a Percentage of net asset value  |
| --- | --- | --- | --- | --- |
|  3i 2020 Co-investment 1 SCSp (Action) (LP Interest) | Consumer/Retail | Netherlands | $85,631,976 | 6.56%  |

The following table summarises the changes in the fair value of the Group's Level 3 private equity investments for the year ended 31 December 2024.

|  (dollars in thousands) | For the Year Ended 31 December 2024 |   |   |   |   | Total Private Equity Investments  |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Large-cap Buyout | Mid-cap Buyout | Special Situations | Growth/Venture | Income Investments  |   |
|  Balance, 31 December 2023 | $43,314 | $99,598 | $8,191 | $11,331 | $44,325 | $206,759  |
|  Purchases of investments and/or contributions to investments | – | – | – | – | – | –  |
|  Realised gain (loss) on investments | (1) | 6,603 | – | 55 | (2,579) | 4,078  |
|  Changes in unrealised gain (loss) of investments still held at the reporting date | 5,805 | 4,374 | (5,914) | (2,693) | – | 1,572  |
|  Changes in unrealised gain (loss) of investments sold during the period | – | (5,928) | – | – | (672) | (6,600)  |
|  Distributions from investments | – | (17,236) | – | (257) | (41,074) | (58,567)  |
|  Transfers into level 3 | – | 5,878 | – | 235 | – | 6,113  |
|  Transfers out of level 3 | – | – | – | – | – | –  |
|  **Balance, 31 December 2024** | **$49,118** | **$93,289** | **$2,277** | **$8,671** | **$–** | **$153,355**  |

Investments were transferred into Level 3 as management's fair value estimate included significant unobservable inputs. There were no transfers out of Level 3.

The following table summarises changes in the fair value of the Company's Level 3 private equity investments for the year ended 31 December 2023.

|  (dollars in thousands) | For the Year Ended 31 December 2023 |   |   |   |   | Total Private Equity Investments  |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Large-cap Buyout | Mid-cap Buyout | Special Situations | Growth/Venture | Income Investments  |   |
|  Balance, 31 December 2022 | $38,312 | $84,149 | $13,383 | $19,789 | $40,147 | $195,780  |
|  Purchases of investments and/or contributions to investments | – | 278 | – | – | – | 278  |
|  Realised gain (loss) on investments | – | 353 | 312 | 13 | 4,815 | 5,493  |
|  Changes in unrealised gain (loss) of investments still held at the reporting date | 5,002 | (280) | (4,538) | (3,972) | (637) | (4,425)  |
|  Changes in unrealised gain (loss) of investments sold during the period | – | 64 | (245) | (13) | – | (194)  |
|  Distributions from investments | – | (353) | (721) | (13) | – | (1,087)  |
|  Transfers into level 3 | – | 15,387 | – | – | – | 15,387  |
|  Transfers out of level 3 | – | – | – | (4,473) | – | (4,473)  |
|  **Balance, 31 December 2023** | **$43,314** | **$99,598** | **$8,191** | **$11,331** | **$44,325** | **$206,759**  |

Investments were transferred into Level 3 as management's fair value estimate included significant unobservable inputs. Investments were transferred out of Level 3 into Level 2.

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The following table summarises the valuation methodologies and inputs used for private equity investments categorised in Level 3 as of 31 December 2024.

|  (dollars in thousands) Private Equity Investments | Fair Value 31 December 2024 | Valuation Methodologies | Unobservable Inputs^{1} | Ranges (Weighted Average) | Impact to Valuation from an Increase in Input^{2}  |
| --- | --- | --- | --- | --- | --- |
|  **Direct equity investments**  |   |   |   |   |   |
|  Large-cap buyout | $49,118 | Market Comparable Companies | LTM EBITDA | 12.9x-22.5x (15.1x) | Increase  |
|   |  | Market Comparable Companies | NTM EBITDA | 20.0x | Increase  |
|  Mid-cap buyout | 93,289 | Escrow Value | Escrow | 1.0x | Increase  |
|   |  | Expected Transaction Price | Expected Transaction Price | 1.0x | Increase  |
|   |  | Market Comparable Companies | LTM EBITDA | 11.0x-14.8x (13.4x) | Increase  |
|  Special situations | 2,277 | Market Comparable Companies | LTM EBITDA | 7.6x | Increase  |
|  Growth/venture | 8,671 | Market Comparable Companies | LTM EBITDA | 21.3x | Increase  |
|   |  | Escrow Value | Escrow | 1.0x | Increase  |
|  **Total** | **$153,355** |  |  |  |   |

1. LTM means Lail Twelve Months, EBITDA means Earnings Before Interest Taxes Depreciation and Amortisation, NTM means Next Twelve Months.
2. Inputs weighted based on fair value of investments in range.
3. Unless otherwise noted, this column represents the directional change in the fair value of Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.

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# Notes to consolidated financial statements

The following table summarises the valuation methodologies and inputs used for private equity investments categorised in Level 3 as of 31 December 2023.

|  (dollars in thousands) Private Equity Investments | Fair Value 31 December 2023 | Valuation Methodologies | Unobservable Inputs ^{1} | Ranges (Weighted Average) | Impact to Valuation from an Increase in Input ^{2}  |
| --- | --- | --- | --- | --- | --- |
|  **Direct equity investments**  |   |   |   |   |   |
|  Large-cap buyout | $43,314 | Market Comparable Companies | LTM EBITDA | 12.8x | Increase  |
|   |   |  Market Comparable Companies | LTM Revenue | 23.0x | Increase  |
|   |   |  Market Comparable Companies | NTM EBITDA | 20.0x | Increase  |
|  Mid-cap buyout | 99,598 | Escrow Value | Escrow | 1.0x | Increase  |
|   |   |  Market Comparable Companies | LTM EBITDA | 8.8x-15.8x (13.4x) | Increase  |
|  Special situations | 8,191 | Market Comparable Companies | LTM EBITDA | 9.4x | Increase  |
|   |   |  Market Comparable Companies | LTM Net Revenue | 1.0x | Increase  |
|  Growth/venture | 11,331 | Market Comparable Companies | LTM Net Revenue | 1.8x-2.5x (1.9x) | Increase  |
|   |   |  Market Comparable Companies | LTM EBITDA | 27.2x | Increase  |
|  Income investments | 44,325 | Market Comparable Companies | LTM EBITDA | 9.6x-11.9x (11.6x) | Increase  |
|  **Total** | **$206,759** |  |  |  |   |

1. LTM means Last Twelve Months. EBITDA means Earnings Before Interest Taxes Depreciation and Amortisation, NTM means Next Twelve Months.

2. Inputs weighted based on fair value of investments in range.

3. Unless otherwise noted, this column represents the directional change in the fair value of Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher on lower fair value measurements.

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Since 31 December 2023, there have been no changes in valuation methodologies within Level 2 and Level 3 that have had a material impact on the valuation of private equity investments.

In the case of direct equity investments and income investments, the Investment Manager does not control the timing of exits, but at the time of investment, typically expects investment durations to be meaningfully shorter than fund investments. Therefore, although some fund and direct investments may take 10-15 years to reach final realisation, the Investment Manager expects the majority of the Group's invested capital in the current portfolio to be returned in much shorter timeframes. Generally, fund investments have a defined term and no right to withdraw. In the case of fund investments, fund lives are typically 10 years; however, a series of extensions often mean the lives can extend significantly beyond this. It should be noted that the Group's fund investments are legacy assets, non-core to the current strategy and are in realisation mode.

#### Note 4 – Credit facility

As of 31 December 2024, a subsidiary of the Company had a $300.0 million secured revolving credit facility (the "MassMutual Facility") with Massachusetts Mutual Life Insurance Company ("MassMutual"). The 10-year borrowing availability period of the MassMutual Facility expires on 23 December 2029, while the MassMutual Facility matures on 23 December 2031. For the year ended 31 December 2024, the borrowings drawn from the MassMutual Facility were NIL and the payments to the MassMutual Facility were NIL, and the outstanding balance of the MassMutual Facility was $90,000,000 as of 31 December 2024. For the year ended 31 December 2023, the borrowings drawn from the MassMutual Facility were $120,000,000 and the payments to the MassMutual Facility were $30,000,000, and the outstanding balance of the MassMutual Facility was $90,000,000 as of 31 December 2023.

Under the MassMutual Facility, the Group is required to meet certain portfolio concentration tests and certain loan-to-value ratios not to exceed 45% through 23 December 2027 with stepdowns each year thereafter until reaching 0% on 23 December 2029 and through maturity. In addition, the MassMutual Facility limits the incurrence of loan-to-value ratios above 45%, additional indebtedness, asset sales, acquisitions, mergers, liens, portfolio asset assignments, or other matters customarily restricted in such agreements. The MassMutual Facility defines change in control as a change in the Company's ownership structure of certain of its subsidiaries or the event in which the Group is no longer managed by the Investment Manager or an affiliate. A change in control would trigger an event of default under the MassMutual Facility. At 31 December 2024, the Group met all requirements under the MassMutual Facility.

The MassMutual Facility is secured by a security interest in the cash flows from the underlying investments of the Group.

Under the MassMutual Facility, the interest rate through 30 June 2023 was calculated as the greater of either LIBOR or 1% plus 2.875% per annum. On 30 June 2023 the MassMutual Facility was amended for the interest rate calculation from greater of either LIBOR or 1% plus 2.875% to SOFR plus 2.875% per annum, subject to a credit spread adjustment. The amended credit facility agreement results in no material economic changes to the facility.

The Group is required to pay a commitment fee calculated as 0.55% per annum on the average daily balance of the unused facility amount. The Group is subject to a minimum utilisation of 30% of the facility size, or $90.0 million, beginning 18 months after the closing date or 23 June 2021. If the minimum utilisation is not met, the Group is required to pay the amount of interest that would have been accrued on the minimum usage amount less any outstanding advances. As of 31 December 2024, the Group met the minimum utilisation requirement, and only the commitment fee applied.

The following table summarises the Group's finance costs incurred and expensed under the MassMutual Facility for the years ended 31 December 2024 and 2023.

|   | 31 December 2024 | 31 December 2023  |
| --- | --- | --- |
|  Interest expense | $7,597,587 | $3,125,154  |
|  Undrawn commitment fees | 1,174,250 | 1,171,042  |
|  Servicing fees and breakage costs | 78,250 | 50,861  |
|  Amortisation of capitalised debt issuance costs | 265,291 | 264,567  |
|  Minimum utilisation fees | – | 4,281,120  |
|  **Total Credit Facility Finance Costs** | **$8,115,378** | **$8,892,744**  |

As of 31 December 2024 and 31 December 2023, unamortised capitalised debt issuance costs (included in Other assets on the Consolidated Balance Sheets) were $1,846,912 and $2,112,203, respectively. Capitalised amounts are being amortised on a straight-line basis over the terms of the applicable credit facility.

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## Note 5 – Zero Dividend Preference Shares (“ZDP Shares”)

On 30 October 2024, the 2024 ZDP Shares were redeemed and delisted from the Specialist Fund Segment.

The following table reconciles the liability for ZDP Shares, which approximates fair value, for the year ended 31 December 2024 and the year ended 31 December 2023.

|  ZDP Shares | Pounds Sterling | U.S. Dollars  |
| --- | --- | --- |
|  **Liability, 31 December 2022** | **£60,521,167** | **$72,800,912**  |
|  Net change in accrued interest on 2024 ZDP Shares | 2,570,123 | 3,141,388  |
|  Currency conversion | – | 4,486,478  |
|  **Liability, 31 December 2023** | **£63,091,290** | **$80,428,778**  |
|  Net change in accrued interest on 2024 ZDP Shares | 2,223,710 | 3,394,440  |
|  Redemption of 2024 ZDP Shares | (65,315,000) | (84,956,173)  |
|  Currency conversion | – | 1,132,955  |
|  **Liability, 31 December 2024** | **£–** | **$–**  |

The total liability balance related to the 2024 ZDP Shares was £0 (equivalent of $0) and £63,091,290 (equivalent of $80,428,778) as of 31 December 2024 and 31 December 2023, respectively.

As of 31 December 2024, there were no outstanding ZDP share classes.

ZDP Shares are measured at amortised cost. Capitalised offering costs are being amortised using the effective interest rate method. The unamortised balance of capitalised offering costs of the 2024 ZDP Shares at 31 December 2024 was $0 and the unamortised balance of capitalised offering costs of the 2024 ZDP Shares at 31 December 2023 was $116,151.

## Note 6 – Forward foreign exchange contracts

The Group currently does not employ specific hedging techniques to reduce the risks of adverse movements in securities prices, currency exchange rates and interest rates; however, the investments may employ such techniques. While hedging techniques may reduce certain risks, such transactions themselves may entail other risks. Thus, while the investments may benefit from the use of these hedging mechanisms, unanticipated changes in securities prices, currency exchange rates or interest rates may result in poorer overall performance for the investments than if they had not entered into such hedging transactions.

As of 31 December 2024 and 31 December 2023, the Group did not hold any active forward foreign currency contracts.

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## Note 7 – Income taxes

The Group is exempt from Guernsey tax on income derived from non-Guernsey sources. However, certain of its underlying investments generate income that is subject to tax in other jurisdictions, principally the U.S., the Group has recorded the following amounts related to such taxes:

|   | 31 December 2024 | 31 December 2023  |
| --- | --- | --- |
|  Current tax expense | $2,316,596 | $721,007  |
|  Deferred tax expense | 39,677 | 15,764  |
|  **Total tax expense** | **$2,356,273** | **$736,771**  |

|   | 31 December 2024 | 31 December 2023  |
| --- | --- | --- |
|  Gross deferred tax assets | $12,665,836 | $6,934,094  |
|  Valuation allowance | (12,665,836) | (6,934,094)  |
|  Net deferred tax assets | — | —  |
|  Gross deferred tax liabilities | (64,554) | (24,877)  |
|  **Net deferred tax liabilities** | **$(64,554)** | **$(24,877)**  |

Current tax expense (benefit) is reflected in Net investment income/(loss), and deferred tax expense (benefit) is reflected in Net change in unrealised gain/(loss) on the Consolidated Statements of Operations and Changes in Net Assets. Net deferred tax liabilities are related to net unrealised gains, and gross deferred tax assets, offset by a valuation allowance, are related to unrealised losses on investments held in entities that file separate tax returns.

The Group has no gross unrecognised tax benefits. The Group is subject to examination by tax regulators under the three-year statute of limitations.

## Note 8 – Earnings (loss) per Share

The computations for earnings (loss) per share for the years ended 31 December 2024 and 2023 are as follows:

|   | 2024 | 2023  |
| --- | --- | --- |
|  Net increase in net assets resulting from operations attributable to the controlling interest | $16,827,830 | $27,069,151  |
|  Divided by weighted average shares outstanding for Class A Shares and Class B Shares of the controlling interest | 46,265,077 | 46,626,795  |
|  **Earnings per share for Class A Shares and Class B Shares of the controlling interest** | **$0.36** | **$0.58**  |

In accordance with Article 104(2) of the Commission Delegated Regulation (EU) No 231/2013 (and the UK version of this regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018), the Group is required to disclose additional information on the classification of the balances presented within the net realised gain (loss) on investments and forward foreign exchange contracts, and net change in unrealised gain (loss) on investments and forward foreign exchange contracts presented on the Consolidated Statements of Operations and Changes in Net Assets. For the years ended 31 December 2024 and 2023, the balances include the following:

|  Classification of Realised Gain (Loss) and Unrealised Gain (Loss)^{1} | 31 December 2024 | 31 December 2023  |
| --- | --- | --- |
|  Realised gain on investments | $72,366,477 | $86,868,749  |
|  Realised loss on investments | (39,416,538) | (4,385,668)  |
|  Net realised gain on investments | $32,949,939 | $82,493,081  |
|  Unrealised gain on investments | $137,725,571 | $130,978,436  |
|  Unrealised loss on investments^{2} | (123,661,348) | (155,058,326)  |
|  Net unrealised gain (loss) on investments | $14,064,223 | $(24,079,910)  |

1. Above amounts are presented gross and, as such, exclude the tax expense (benefit) reported on the Consolidated Statements of Operations and Changes in Net Assets.
2. Includes unrealised gain (removal of $63,589,307 and $63,342,744 for the periods ended 31 December 2024 and 2023, respectively, as a result of realised investment transactions.

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## Note 9 – Share capital, including treasury stock

Class A shareholders have the right to vote on all resolutions proposed at general meetings of the Company, including resolutions relating to the appointment, election, re-election and removal of Directors. The Company's Class B Shares, which were issued at the time of the initial public offering to a Guernsey charitable trust, whose trustee is Oak Trust (Guernsey) Limited ("Trustee"), usually carry no voting rights at general meetings of the Company. However, in the event the level of ownership of Class A Shares by U.S. residents (excluding any Class A Shares held in treasury) exceeds 35% on any date determined by the Directors (based on an analysis of share ownership information available to the Company), the Class B Shares will carry voting rights in relation to "Director Resolutions" (as such term is defined in the Company's articles of incorporation). In this event, Class B Shares will automatically carry such voting rights to dilute the voting power of the Class A shareholders with respect to Director Resolutions to the extent necessary to reduce the percentage of votes exercisable by U.S. residents in relation to the Director Resolutions to not more than 35%. Each Class A Share and Class B Share participates equally in profits and losses. There have been no changes to the legal form or nature of the Class A Shares nor to the reporting currency of the Company's consolidated financial statements (which will remain in U.S. dollars) as a result of the Main Market quote being in Sterling as well as U.S. dollars. Additional paid-in capital ("APIC") is the excess amount paid by shareholders over the par value of shares. The Company's APIC is included on the Consolidated Balance Sheets.

The following table summarises the Company's shares at 31 December 2024 and 2023.

|   | 31 December 2024 | 31 December 2023  |
| --- | --- | --- |
|  Class A Shares outstanding | 46,237,719 | 46,502,606  |
|  Class B Shares outstanding | 10,000 | 10,000  |
|   | 46,247,719 | 46,512,606  |
|  Class A Shares held in treasury – number of shares | 3,150,408 | 3,150,408  |
|  Class A Shares held in treasury – cost | $9,248,460 | $9,248,460  |

The Company currently has shareholder authority to repurchase shares in the market, the aggregate value of which may be up to 14.99% of the Class A Shares in issue (excluding Class A Shares held in treasury) at the time the authority is granted; such authority will expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting ("AGM") of the Company held in June 2025. The maximum price which may be paid for a Class A Share is an amount equal to the higher of (i) the price of the last independent trade and (ii) the highest current independent bid, in each case, with respect to the Class A Shares on the relevant exchange (being the Main Market).

The Company entered into a share buyback agreement with Jefferies International Limited ("Jefferies") on 5 October 2022, subject to renewals.

For the year ended 31 December 2024, the Company purchased and cancelled a total of 264,887 shares of its Class A stock (0.57% of the issued and outstanding shares as of 31 December 2023) pursuant to general authority granted by shareholders of the Company and the share buyback agreement with Jefferies International Limited. For the year ended 31 December 2023, the Company purchased and cancelled a total of 258,424 shares of its Class A stock (0.55% of the issued and outstanding shares as of 31 December 2022).

## Note 10 – Management of the Group and other related party transactions

### Management and Guernsey administration

The Group is managed by the Investment Manager for a management fee calculated at the end of each calendar quarter equal to 37.5 basis points (150 basis points per annum) of the fair value of the private equity and opportunistic investments. For purposes of this computation, the fair value is reduced by the fair value of any investment for which the Investment Manager is separately compensated for investment management services. The Investment Manager is not entitled to a management fee on: (i) the value of any fund investments held by the Company in NB Funds in respect of which the Investment Manager or an affiliate receives a fee or other remuneration; or (ii) the value of any holdings in cash and short-term investments (the definition of which shall be determined in good faith by the Investment Manager, and shall include holdings in money market funds (whether managed by the Investment Manager, an affiliate of the Investment Manager or a third-party manager)). For the years ended 31 December 2024 and 2023, the management fee expenses were $18,931,980 and $20,512,023, respectively, and are included in Investment management and services on the Consolidated Statement of Operations and Changes in Net Assets. As of 31 December 2024 and 2023, Investment Management fees payable to the Investment Manager and its affiliates were $4,664,735 and $4,895,272, respectively. If the Company terminates the Investment Management Agreement without cause, the Company shall pay a termination fee equal to: seven years of management fees, plus an amount equal to seven times the mean average incentive allocation of the three performance periods immediately preceding the termination, plus all underwriting, placement and other expenses borne by the Investment Manager or affiliates in connection with the Company's Initial Public Offering. Certain of the Group's investments pay the Investment Manager for transaction services at the time of close. This income to the Investment Manager is shared with the Group based on its ownership percentage through a fee offset which is presented on the Consolidated Statement of Operations and Changes in Net Assets.

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Administration and professional fees include fees for Directors, independent third-party accounting and administrative services, audit, tax, and assurance services, trustee, legal, listing and other items. The Company has appointed a Guernsey administrator to provide company secretarial and certain administrative functions relating to Guernsey regulatory matters affecting the Group. These services were provided by Ocorian Administration (Guernsey) Limited (“Ocorian”), an affiliate of the Trustee shares until 30 September 2024. Fees for these services are paid as invoiced by Ocorian. The Group paid Ocorian $269,293 and $398,170 for the years ended 31 December 2024 and 2023, respectively, for such services. Oak Fund Services (Guernsey) Limited (“Oak Fund Services”) was appointed as Guernsey Administrator and Company Secretary on 1 November 2024. The Group paid Oak Fund Services $72,322 for the year ended 31 December 2024. The Group also paid MUFG Capital Analytics LLC, an independent third-party fund administrator, $1,300,000 ($325,000 quarterly) for each of the years ended 31 December 2024 and 2023. These fees are included in Administration and professional fees on the Consolidated Statements of Operations and Changes in Net Assets.

Directors’ fees are paid in Sterling and they are based on each Director’s position on the Company’s Board. Directors’ fees are subject to an annual increase equivalent to the annual rise in the Guernsey retail price index, subject to a 1% per annum minimum, and is limited to an aggregate of £450,000 per annum. For the year ended 31 December 2024, Directors’ fees were as follows: Chairman £94,847 annually (£23,712 quarterly), Chairman of the Audit Committee £70,847 annually (£17,712 quarterly), Senior Independent Director £65,347 annually (£16,337 quarterly), Chairman of the NRC and MEC £65,347 annually (£16,337 quarterly), and Non-Executive Directors £59,847 annually (£14,962 quarterly). For the year ended 31 December 2024, an additional fee was assessed in the amount of £11,509 annually and payable to two Directors (£5,754 each) for serving as directors of the Guernsey Subsidiaries of the Company. As of 31 December 2024, the beneficial interests of the Directors in the issued share capital of the Company was 145,695 Ordinary Shares.

For the years ended 31 December 2024 and 2023, the Group paid the independent directors a total of $548,273 (of which $14,760 related to services provided to the Guernsey Subsidiaries of the Company) and $444,001 (of which $13,863 related to services provided to the Guernsey Subsidiaries of the Company), respectively.

## Related parties

In order to execute on its investing activities, the Investment Manager may create an intermediary entity for tax, legal, or other purposes. These intermediary entities do not charge management fees nor incentive allocations. Additionally, the Group may co-invest with other entities with the same Investment Manager as the Group.

## Special Limited Partner’s non-controlling interest in subsidiary

An affiliate of the Investment Manager is a Special Limited Partner in a consolidated partnership subsidiary. At 31 December 2024 and 31 December 2023, the non-controlling interest of $2,045,773 and $2,004,028, respectively, represented the Special Limited Partner’s capital contribution to the partnership subsidiary and income allocation.

The following table reconciles the carrying amount of net assets, net assets attributable to the controlling interest, and net assets attributable to the non-controlling interest at 31 December 2024 and 2023:

|   | Controlling interest | Non-controlling interest | Total  |
| --- | --- | --- | --- |
|  **Net assets balance, 31 December 2022** | **$1,327,266,223** | **$1,947,323** | **$1,329,213,546**  |
|  Net increase (decrease) in net assets resulting from operations | 27,069,151 | 56,705 | 27,125,856  |
|  Dividend payment | (43,843,309) | – | (43,843,309)  |
|  Cost of stock repurchased and cancelled (258,424 shares) | (5,006,257) | – | (5,006,257)  |
|  **Net assets balance, 31 December 2023** | **$1,305,485,808** | **$2,004,028** | **$1,307,489,836**  |
|  Net increase (decrease) in net assets resulting from operations | 16,827,830 | 41,745 | 16,869,575  |
|  Dividend payment | (43,597,353) | – | (43,597,353)  |
|  Cost of stock repurchased and cancelled (264,887 shares) | (5,418,037) | – | (5,418,037)  |
|  **Net assets balance, 31 December 2024** | **$1,273,298,248** | **$2,045,773** | **$1,275,344,021**  |

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Notes to consolidated financial statements

## Carried interest

The Special Limited Partner is entitled to a carried interest in an amount that is, in general, equal to 7.5% of the Group's consolidated net increase in net assets resulting from operations, adjusted by withdrawals, distributions and capital contributions, for a fiscal year in the event that the Group's Internal Rate of Return for such period, based on the NAIC exceeds 7.5%. For the purposes of this computation, the value of any private equity fund investment in NB Funds in respect of which the Investment Manager or an affiliate receives a fee or other remuneration shall be excluded from the calculation of the incentive allocation payable to the Special Limited Partner. If losses are incurred for a period, no carried interest will be earned for any period until the subsequent net profits exceed the cumulative net losses. Carried interest is also accrued and paid on any economic gain that the Group realises on treasury stock transactions. Carried interest is accrued periodically and paid in the subsequent year. As of 31 December 2024 and 31 December 2023, carried interest of NIL was accrued.

## Private equity investments with NBG subsidiaries

The Group holds limited partner interests in private equity fund investments and direct investment programmes that are managed by subsidiaries of NBG ("NB-Affiliated Investments"). NB-Affiliated Investments will not result in any duplicative NBG investment management fees and carry charged to the Group. Below is a summary of the Group's positions in NB-Affiliated Investments.

|  NB-Affiliated Investments (dollars in millions) | Fair Value^{1} | Committed | Funded | Unfunded  |
| --- | --- | --- | --- | --- |
|  **2024**  |   |   |   |   |
|  NB-Affiliated Programmes  |   |   |   |   |
|  NB Alternatives Direct Co-investment Programmes | $174.2 | $275.0 | $239.6 | $35.4  |
|  NB Renaissance Programmes | 27.4 | 41.2 | 35.2 | 6.0  |
|  Marquee Brands | 31.8 | 30.0 | 26.6 | 3.4  |
|  NB Credit Opportunities Programme | 24.3 | 50.0 | 45.1 | 4.9  |
|  **Total NB-Affiliated Investments** | **$257.7** | **$396.2** | **$346.5** | **$49.7**  |
|  **2023**  |   |   |   |   |
|  NB-Affiliated Programmes  |   |   |   |   |
|  NB Alternatives Direct Co-investment Programmes | $189.7 | $275.0 | $238.6 | $36.4  |
|  NB Renaissance Programmes | 23.9 | 41.2 | 31.6 | 9.6  |
|  Marquee Brands | 30.6 | 30.0 | 26.6 | 3.4  |
|  NB Credit Opportunities Programme | 37.9 | 50.0 | 38.0 | 12.0  |
|  NB Specialty Finance Programme | 7.7 | 50.0 | 35.0 | 15.0  |
|  **Total NB-Affiliated Investments** | **$289.8** | **$446.2** | **$369.8** | **$76.4**  |

1. Fair value described included contributions. At 31 December 2024 and 31 December 2023, the total distributions from NB-Affiliated Investments were $521.7 and $472.1, respectively.

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Notes to consolidated financial statements
The Group’s investments are subject to various risk factors including market and credit
### Note 11 – Risks and contingencies Strategic report Governance Financials Other
risk, interest rate and foreign exchange risk, inflation risk, and the risks associated with
### Market risk investing in private securities. Non-U.S. dollar denominated investments may result in
foreign exchange losses caused by devaluations and exchange rate fluctuations. In
The Group’s exposure to financial risks is both direct (through its holdings of assets and
addition, consequences of political, social, economic, diplomatic changes, or public
liabilities directly subject to these risks) and indirect (through the impact of these risks
health condition may have disruptive eects on market prices or fair valuations of
on the overall valuation of its private equity companies). The Group’s private equity
foreign investments.
companies are generally not traded in an active market, but are indirectly exposed to
market price risk arising from uncertainties about future values of the investments held.
### Liquidity risk
Each fund investment of the Group holds a portfolio of investments in underlying
Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall
companies. These portfolio company investments vary as to type of security held by the
due. The Investment Manager mitigates this risk by monitoring the suciency of cash
underlying partnership (debt or equity, publicly traded or privately held), stage of
balances and availability under the credit facility (see Note 4) to meet expected
operations, industry, geographic location and geographic distribution of operations and
liquidity requirements for investment funding and operating expenses.
size, all of which may impact the susceptibility of their valuation to market price risk.
### Market conditions for publicly traded and privately held investments in portfolio Contingencies
companies held by the partnerships may aect their value in a manner similar to the
In the normal course of business, the Group enters into contracts that contain a variety of
potential impact on direct co-investments made by the Group in privately held
representations and warranties which provide general indemnifications. The Group’s
securities. The fund investments of the Group may also hold financial instruments
maximum exposure under these arrangements is unknown, as this would involve future
(including debt and derivative instruments) in addition to their investments in
claims that may be made against the Group that have not yet occurred. The Investment
portfolio companies that are susceptible to market price risk and therefore may also
Manager expects the risk of loss to be remote and does not expect these to have a
aect the value of the Group’s investment in the partnerships. As with any individual
material adverse eect on the consolidated financial statements of the Group.
investment, market prices may vary from composite index movements.
Additionally, the Group’s investments in non-USD denominated investments may result
in foreign exchange losses caused by devaluations and exchange rate fluctuations. NB Private Equity Partners Annual Report 2024
### Credit risk
Credit risk is the risk of losses due to the failure of a counterparty to perform according
to the terms of a contract. The Group may invest in a range of debt securities directly or
in funds which do so. Until such investments are sold or are paid in full at maturity, the
Group is exposed to credit risk relating to whether the issuer will meet its obligations
when the securities come due.
The cash and other liquid securities held can subject the Group to a concentration of
credit risk. The Investment Manager attempts to mitigate the credit risk that exists with
cash deposits and other liquid securities by regularly monitoring the credit ratings of
such financial institutions and evaluating from time to time whether to hold some of the
Group’s cash and cash equivalents in U.S. Treasuries or other highly liquid securities.
96
Notes to consolidated financial statements
Net investment income (loss) is interest income earned net of expenses, including
### Note 12 – Financial highlights Strategic report Governance Financials Other
management fees and other expenses consistent with the presentation within the
The following ratios with respect to the Class A Shares and Class B Shares have been
Consolidated Statements of Operations and Changes in Net Assets. The net
computed for the years ended 31 December 2024 and 2023:
investment income (loss) ratios do not include net realised and unrealised gain (loss).
Per share operating performance For the Year Ended For the Year Ended Expenses do not include the expenses of the underlying private equity investment
(based on average shares outstanding during the year) 31 December 2024 31 December 2023
partnerships. In the expense ratios, expenses are presented as a positive number
Beginning net asset value $28.07 $28.38
whereas the oset is negative to represent a reduction to expenses.
Net increase in net assets resulting from operations:
Individual shareholder returns may dier from the ratios presented based on diering
Net investment income (loss) (0.65) (0.67)
entry dates into the Group.
Net realised and unrealised gain (loss) 1.01 1.25
### Dividend payment (0.94) (0.94) Note 13 – Subsequent events
Stock repurchased and cancelled 0.04 0.05
On 28 February 2025, the Group paid a dividend of $0.47 per Ordinary Share to
Ending net asset value $27.53 $28.07
shareholders of record on 24 January 2025.
In 2025, the Company purchased and cancelled a total of 624,546 shares of its Class A

| Total return | For the Year Ended | For the Year Ended | stock, for a total purchase price of $12,266,289. |
| --- | --- | --- | --- |
| (based on change in net asset value per share) | 31 December 2024 | 31 December 2023 |  |
| Total return before carried interest 1.43% 2.22% |  |  | The Investment Manager and the Board of Directors have evaluated events through |
| Carried interest – – |  |  | 25April 2025, the date the financial statements are available to be issued and have |

determined there were no other subsequent events that require adjustment to,
Total return after carried interest 1.43% 2.22%
or disclosure in, the financial statements.

| Net investment income (loss) and expense ratios | For the Year Ended | For the Year Ended |  |
| --- | --- | --- | --- |
| (based on weighted average net assets) | 31 December 2024 | 31 December 2023 |  |
| Net investment income (loss), excluding carried interest (2.33%) (2.36%) |  |  | NB Private Equity Partners Annual Report 2024 |

Expense ratios:
Expenses before interest, fee oset, and carried interest 1.96% 2.36%
Interest expense 0.85% 0.48%
Fee oset (0.01%) –
Carried interest – –
Expense ratios total 2.80% 2.84%
AIFMD disclosures

# NB Private Equity Partners (the “Fund”) AIFMD Disclosure Addendum to the 2024 Annual Report

## 1. Changes to Article 23(1) AIFMD Disclosures

Directive 2011/61/EU on Alternative Investment Fund Managers (“AIFMD”) requires certain information to be made available to investors in alternative investment funds (“AIFs”) before they invest and requires that material changes to this information be disclosed in the annual report of each AIF.

There have been no material changes (other than those reflected in the financial statements) to this information requiring disclosure.

## 2. Leverage

For the purpose of this disclosure, leverage is any method by which an AIF’s exposure is increased, whether through borrowing of cash or securities, or leverage embedded in foreign exchange forward contracts or by any other means.

The AIFMD requires that each leverage ratio be expressed as the ratio between an AIF’s exposure and its net asset value (“NAV”), and prescribes two required methodologies, the gross methodology and the commitment methodology, for calculating such exposure. Using the methodologies prescribed under the AIFMD, the leverage of the Fund as at 30 September 2024 is disclosed below:

Leverage calculated pursuant to the gross methodology: 102.71%

Leverage calculated pursuant to the commitment methodology: 107.09%

## 3. Liquidity and risk management systems

The portfolio managers and risk management professionals of NB Alternative Advisers LLC (the “AIFM”) regularly review the investment performance and the portfolio composition of the Fund in the light of the Fund’s investment objective, policy and strategy; the principal risks and investment

or economic uncertainties that have been identified as relevant to the Fund; internal risk measures and the interests and profile of investors.

The AIFM assesses the Fund’s current and prospective need for liquidity on an on-going basis and ensures that liquidity is available when required. The risk profile of the Fund as assessed as at 30 September 2024 was as follows:

### 3.1 Market risk profile

The market risk indicators contained in the Annex IV regulatory reporting template were not applicable to the Fund.

### 3.2 Counterparty risk profile

As at 30 September 2024, the top two counterparties to which the Fund had the greatest mark-to-market net counterparty credit exposure, measured as a % of the NAV of the Fund are listed in the table below:

|  Ranking | Name of Counterparty | NAV percentage of the total exposure value of the counterparty  |
| --- | --- | --- |
|  First counterparty exposure | U.S. Bank | 4.656  |
|  Second counterparty exposure | Bank of America Merrill Lynch | 0.034  |
|  Third counterparty exposure | N/A |   |
|  Fourth counterparty exposure | N/A |   |
|  Fifth counterparty exposure | N/A |   |

As at 30 September 2024, the counterparty that had the greatest mark-to-market net counterparty credit exposure to the Fund, measured as a % of the NAV of the Fund was Massachusetts Mutual Life Insurance Company. This credit exposure amounted to 7.04% of the Fund’s NAV.

### 3.3 Liquidity profile

#### 3.3.1 Portfolio liquidity profile

100 per cent of the portfolio in incapable of being liquidated within 365 days, i.e. it would take more than 365 days to liquidate any or all of the portfolio.

As at 30 September 2024, the Fund had USD 59,943,290 unencumbered cash available to it.

#### 3.3.2 Investor liquidity profile

100 percent of investor equity is incapable of being redeemed within 365 days. Investors do not have any withdrawal or redemption rights in the ordinary course. However, shares are freely traded on the London Stock Exchange

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AIFMD disclosures

### 3.3.3 Investor redemption

Investors do not have any withdrawal or redemption rights in the ordinary course.

## 4. Principal risks and investment or economic uncertainties

Please refer to Note 11 ("Risks and Contingencies") of the financial statements of the Fund and the "Principal risks and uncertainties" section of the Annual Report for the relevant period.

## 5. Report on remuneration

The Neuberger Berman Compensation Committee is responsible for the compensation practices within the Neuberger Berman group, and Neuberger Berman also operates a structure throughout the group to ensure appropriate involvement and oversight of the compensation process, so that compensation within the group rewards success whilst reflecting appropriate behaviours.

Neuberger Berman recognises the need to ensure that compensation arrangements do not give rise to conflicts of interest, and this is achieved through the compensation policies as well as through the operation of specific policies governing conflicts of interests.

Neuberger Berman's compensation philosophy is one that focuses on rewarding performance and incentivizing employees. Employees at Neuberger Berman may receive compensation in the form of base salary, discretionary bonuses and/or production compensation. Investment professionals receive a fixed salary and are eligible for an annual bonus. The annual bonus for an individual investment professional is paid from a "bonus pool" made available to the portfolio management team with which the investment professional is associated. Once the final size of the available bonus pool is determined, individual bonuses are determined based on a number of factors including the aggregate investment performance of all strategies managed by the individual (including the three-year track record in order to emphasize long-term performance), effective risk management, leadership and team building, and overall contribution to the success of Neuberger Berman.

Neuberger Berman considers a variety of factors in determining fixed and variable compensation for employees, including firm performance, individual performance, overall contribution to the team, collaboration with colleagues across the firm, effective partnering with clients to achieve goals, risk management and the overall investment performance. Neuberger Berman strives to create a compensation process that is fair, transparent, and competitive with the market.

A portion of bonuses may be awarded in the form of contingent or deferred cash compensation, including under the "Contingent Compensation Plan", which serves as a means to further align the interests of employees with the interest of clients, as well as rewarding continued employment. Under the Contingent Compensation Plan a percentage of a participant's compensation is awarded in deferred contingent forms. Contingent amounts take the form of a notional investment based on a portfolio of Neuberger Berman investment strategies and/or a contingent equity award, and Neuberger Berman believes that this gives each participant further incentive to operate as a prudent

risk manager and to collaborate with colleagues to maximise performance across all business areas. The programs specify vesting and forfeiture terms, including that vesting is normally dependent on continued employment and contingent amounts can be forfeited in cases including misconduct or the participants participating in detrimental activity.

The proportion of the total remuneration of the staff of the AIFM attributable to the Fund, calculated with reference to the proportion of the value of the assets of the Fund managed by the AIFM to the value of all assets managed by the AIFM, was USD 2,117,327 representing USD 549,325 of fixed compensation and USD 1,568,002 of variable compensation. There were 438 staff of the AIFM who shared in the remuneration paid by the AIFM.

Compensation by the AIFM to senior management and staff whose actions had a material impact on the risk profile on the Fund in respect of 2024 was USD 151,573,429 in relation to senior management and USD 1,011,331 in respect of 'risk takers'. The compensation figure for senior management has not been apportioned, while the compensation figure for risk takers has been apportioned by reference to the number of AIFs whose risk profile was materially impacted by each individual staff member.

As of 31 December 2024, and 31 December 2023, carried interest of nil was accrued, respectively.

## 6. European Taxonomy Regulation

Regulation (EU) 2020/852 (the "Taxonomy Regulation") requires fund managers such as the AIFM to disclose the extent of their alignment to the Taxonomy Regulation in the annual report for each fund they manage. As the Fund is not classified as an Article 8 or Article 9 fund under Regulation (EU) 2019/2088 ("SFDR"), the following statement must be disclosed in the annual report for the Fund:

The investments underlying this financial product do not take into account the EU criteria for environmentally sustainable economic activities.

April 2025

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Schedule of investments
Strategic report Governance Financials Other
## Schedule of investments (unaudited)
Fair Value
Company/Investment Name Principal Geography Investment Date Description $ M
Action Europe Jan-20 European discount retailer 74.4
Osaic U.S. Jul-19 Independent broker dealer 71.5
Solenis Global Sep-21 Specialty chemicals and services provider 60.5
BeyondTrust U.S. Jun-18 Cyber security and secure access solutions 50.1
Monroe Engineering U.S. Dec-21 Industrial products distributor 42.6
Business Services Company* U.S. Oct-17 Business services company 40.1
Branded Cities Network U.S. Nov-17 North American advertising media company 39.0
GFL (NYSE: GFL) U.S/Canada Jul-18 Waste management services 34.9
Mariner U.S. Nov-24 Provider of various wealth management and advisory services to individuals and businesses throughout the U.S. 33.7
FDH Aero U.S. May-24 Leading distributor of c-class parts (e.g. fasteners, wire connectors) to the aerospace and defence industry 32.9
True Potential Europe Jan-22 Wealth management technology platform serving advisers and retail clients 32.1
Marquee Brands Global Dec-14 Portfolio of consumer branded IP assets, licensed to third parties 31.8
Staples U.S. Sep-17 Provider of oce supplies through a business-to-business platform and retail 29.7
Auctane U.S. Oct-21 E-commerce shipping software provider 28.7
Fortna U.S./Europe Apr-17 Systems and solutions utilised in distribution centres 28.7
Viant U.S. Jun-18 Outsourced medical device manufacturer 27.1
Stubhub U.S. Feb-20 Ticket exchange and resale company 26.4
Benecon U.S. Jan-24 Develops and administers self-funded employee health benefits programmes 25.5
NB Private Equity Partners Annual Report 2024
Agiliti U.S. Jan-19 Medical equipment management and services 25.3
Solace Systems U.S./Canada Apr-16 Enterprise messaging solutions 24.5
NB Alternatives Credit Opportunities Program Global Sep-16 Diversified credit portfolio 24.3
Engineering Europe Jul-20 Italy-based provider of systems integration, consulting and outsourcing services 24.0
Addison Group U.S. Dec-21 Professional services provider specialising in stang and consulting services 23.8
Kroll Global Mar-20 Multinational financial consultancy firm 23.7
USI U.S. Jun-17 Insurance brokerage and consulting services 22.2
CH Guenther U.S. Dec-21 Supplier of mixes, snacks and meals and other value-added food products for consumers 22.0
Qpark Europe Oc t-17 European parking services operator 21.9
Excelitas U.S. Oct-22 Sensing, optics and illumination technology 21.9
Exact Netherlands Aug-19 Accounting and ERP software for small to medium-sized businesses 21.3
AutoStore (OB.AUTO) Europe Jul-19 Leading provider of automation technology 20.4
Bylight U.S. Aug-17 Provider of IT and technology infrastructure cyber solutions 19.9
Real Page U.S. Apr-21 Provides software solutions to the rental housing industry 18.5
* Undisclosed due to confidentiality provision
100
Schedule of investments
Fair Value
Strategic report Governance Financials Other
Company/Investment Name Principal Geography Investment Date Description $ M
Renaissance Learning U.S. Jun-18 K-12 educational software and learning solutions 17. 2
Tendam Spain Oct-17 Spanish apparel retailer 16.6
Petsmart/Chewy (NYSE: CHWY) U.S. Jun-15 Online and oine pet supplies retailer 15.8
Chemical Guys U.S. Sep-21 Direct to consumer automotive products brand 14.8
Constellation Automotive UK Nov-19 Provider of vehicle remarketing services 13.2
Zeus U.S. Feb-24 Provider of medical equipment components 13.1
Peraton U.S. May-21 Provider of enterprise IT services serving the U.S. government 12.5
Wind River Environmental U.S. Apr-17 Waste management services provider 11. 4
Milani U.S. Jun-18 Cosmetics and beauty products 10.4
Healthcare Company – In-home Devices U.S. Jun-18 Provider of pump medications and in-home intravenous infusion 8.8
Xplor Technologies U.S. Jun-18 Credit card payment processing 8.7
Hub Global Mar-19 Leading global insurance brokerage 8.4
CrownRock Minerals U.S. Aug-18 Minerals acquisition platform 8.2
ZPG UK Jul-18 Digital property data and software company 6.8
ProAmpac U.S. Dec-20 Leading global supplier of flexible packaging 6.6
Saguaro North America Jul-13 E&P company pursuing unconventional light oil/liquids-rich gas properties 5.9
SICIT Europe Jan-22 Producer of high value-added products such as biostimulants for agriculture 5.7
OnPoint U.S. Mar-17 Provider of repair, maintenance and fleet management services 5.2
Leaseplan Europe Apr-16 Fleet management services 5.1
Verifone Global Aug-18 Electronic payment technology 5.0
Centro U.S. Jun-15 Provider of digital advertising management solutions 4.9 NB Private Equity Partners Annual Report 2024
Edelman U.S. Aug-18 Independent financial planning firm 4.8
Husky Injection Molding U.S. Sep-18 Designs and manufactures injection moulding equipment 4.7
Plaskolite U.S. Dec-18 Largest manufacturer of thermoplastic sheets in North America 4.3
Destination Restaurants U.S. Nov-19 U.S. restaurant chain 4.1
Brightview (NYSE: BV) U.S. Dec-13 Commercial landscape and turf maintenance 4.0
Holley (NYSE: HLLY) U.S. Oct-18 Automotive performance company 4.0
Healthcare Services Company NA Feb-18 Healthcare services company 3.9
Nextlevel U.S. Aug-18 Fleet management services 3.9
Rino Mastrotto Group Europe Apr-20 Leading producer of premium leather 3.9
Unity Technologies (NYSE:U) U.S. Jun-21 Business platform for app developers 3.7
Italian Mid-Market Buyout Portfolio Europe Jun-18 Italian mid-market buyout portfolio 3.5
Inetum Europe Jul-22 IT services and solutions provider headquartered in France 2.3
Lasko Products U.S. Nov-16 Manufacturer of portable fans and ceramic heaters 2.3
## Schedule of investments

|  Company/Investment Name | Principal Geography | Investment Date | Description | Fair Value $ M  |
| --- | --- | --- | --- | --- |
|  Undisclosed Financial Services Company* | North America | May-21 | Undisclosed fintech company | 2.1  |
|  Neupharmed | Europe | Jun-23 | Specialty pharmaceuticals company | 2.0  |
|  Arbo | Europe | Jun-22 | Italian distributor of heating, sanitary, plumbing, and air-conditioning system spare parts | 1.9  |
|  Catalyst Fund III | North America | Mar-11 | Legacy fund investment targeting North American companies | 1.9  |
|  Bending Spoons | Europe | Jun-23 | Mobile application developer and publisher | 1.8  |
|  BK China | U.S. | Nov-18 | Franchise of over 800 Burger King locations in mainland China | 1.8  |
|  Inflection Energy | U.S. | Oct-14 | Dry gas exploration company in the Marsellus Shale | 1.8  |
|  U-Power | Europe | Jun-23 | Leading European provider of safety shoes and work wear | 1.7  |
|  Hydro | Europe | Apr-20 | Largest European manufacturer of hydraulic components | 1.5  |
|  Syniverse Technologies | U.S. | Feb-11 | Global telecommunications technology solutions | 1.5  |
|  Vitru (NASDAQ: VTRU) | Brazil | Jun-18 | Post secondary education company | 1.4  |
|  Into University Partnerships | UK | Apr-13 | Collegiate recruitment, placement and education | 1.3  |
|  Kyobo Life Insurance Co. | S. Korea | Dec-07 | Life insurance in Korea | 1.0  |
|  Corona Industrials | South America | Jun-14 | Building materials company | 0.9  |
|  DBAG Expansion Capital Fund | Europe | Jan-12 | Legacy fund investment targeting investments in Germany | 0.8  |
|  MG Capital Partners I, L.P. | Peru | May-11 | Legacy fund investment targeting investments in Peru | 0.6  |
|  Taylor Precision Products | U.S. | Jul-12 | Consumer and food service measurement products | 0.6  |
|  Innovacare | U.S. | Apr-20 | Operates leading Medicare Advantage plan and Medicaid plan | 0.5  |
|  Bertram Growth Capital II | U.S. | Sep-10 | Legacy fund investment targeting lower middle-market companies | 0.0  |
|  Other Direct Equity Investments |  |  |  | (4.8)  |
|  Other Delst Investments |  |  |  | -  |
|  Other Fund Investments |  |  |  | 0.5  |
|  Total Portfolio |  |  |  | 1,298  |

* Undisclosed due to confidentiality provision

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102
Appendix
### Debt Strategic report Governance Financials Other
## Valuation methodology
Debt investments made on a primary basis are generally carried at cost plus accrued interest,
ifany. Investments made through the secondary market are generally marked based on market
quotations, to the extent available, and the Manager will take into account current pricing and
liquidity of the security.
For primary issuance debt investments, the Manager estimates the enterprise value of each
portfolio company and compares such amount to the total amount of the company’s debt
aswell as the level of debt senior to the Company’s interest. Estimates of enterprise value are
### Equity
based on a specific measure (such as EBITDA, free cash flow, net income, book value or NAV)
It is expected that most of the investments in which the Fund invests will meet the criteria set
believed to be most relevant for the given company and compares this metric in relation to
forth under FASB ASC 820 Fair Value Measurement (“ASC 820”) permitting the use of the
comparable company valuations (market trading and transactions) based on the same metric.
practical expedient to determine the fair value of the investments. ASC 820 provides that,
Indetermining the enterprise value, the Manager will further consider thecompanies’
invaluing alternative investments that do not have quoted market prices, but calculate NAV per
acquisition price, credit metrics, historical and projected operational and performance, liquidity
share or equivalent, an investor may determine fair value by using the NAV reported to the
as well as industry trends, general economic conditions, scale and competitive advantages along
investor by the underlying investment. To the extent practical expedient is applicable to an
with other factors deemed relevant. Valuation adjustments are made if estimated enterprise
investment, the Manager will value the Fund’s investment based primarily on the value reported
value does not support the value of the debt security the Company is invested in and securities
to the Fund by the investment or by the lead investor of a direct co-investment as of each
senior to the Company’s position.
quarter-end, as determined by the investments in accordance with its own valuation policies.
If the principal repayment of debt and any accrued interest is supported by the enterprise value
The Fund generally uses the NAV reported by the investments as a primary input in its valuation;
analysis described above, the Manager will next consider current market conditions including
however, adjustments to the reported NAV may be made based on various factors, including,
pricing quotations for the same security and yields for similar investments.
but not limited to, the attributes of the interest held, including the rights and obligations, any
restrictions or illiquidity on such interest, any potential clawbacks by the investments and the fair
For investments made on a secondary basis, to the extent market quotations for the security are
value of the investments’ investment portfolio or other assets and liabilities. The valuation NB Private Equity Partners Annual Report 2024
available, the Manager will take into account current pricing and liquidity. Liquidity may be estimated
process for investments categorised in Level 3 of the fair value hierarchy is completed on a
by the spread between bid and oer prices and other available measures of market liquidity,
quarterly basis and is designed to subject the valuation of Level 3 investments to an appropriate
including number and size of recent trades and liquidity scores. If the Manager believes market
level of consistency, oversight and review. The Manager has responsibility for the valuation
yields for similar investments have changed substantially since the pricing of the security, the
process and the preparation of the fair value of investments reported in the financial statements.
Manager will perform a discounted cashflow analysis, based on the expected future cash flows
The Manager performs initial and ongoing investment monitoring and valuation assessments.
of the debt securities and current market rates. The Manager will also consider the maturity of
Indetermining the fair value of investments, the Manager reviews periodic investor reports and
the investment, compliance with covenants and ability to pay cash interest when estimating the
interim and annual audited financial statements received from the investments, reviews material
fair value of debt investments.
quarter-over-quarter changes in valuation, and assesses the impact of macro-market factors on
the performance of the investments.
103
Appendix
The forward-looking statements are based on the beliefs, assumptions and expectations of the
Strategic report Governance Financials Other
future performance, taking into account all information currently available to the Company.
## Forward-looking statements
Thesebeliefs, assumptions and expectations are subject to risks and uncertainties and can
change as a result of many possible events or factors, not all of which are known to the Company
or are within the Company’s control. If a change occurs, the business, financial condition,
liquidity and results of operations may vary materially from those expressed in the forward-
looking statements. Factors and events that could cause the business, financial condition,
liquidity and results of operations to vary materially include, among other things, general
economic conditions, securities market conditions, private equity market conditions, the level
This report contains certain forward-looking statements. Forward-looking statements speak
and volatility of interest rates and equity prices, competitive conditions, liquidity of global
only as of the date of the document in which they are made and relate to expectations, beliefs,
markets, international and regional political conditions, macroeconomic factors (including but
projections (including anticipated economic performance and financial condition), future plans
not limited to war, civil unrest, natural disasters, pandemics, or epidemics) regulatory and
and strategies, anticipated events or trends and similar expressions concerning matters that are
legislative developments, monetary and fiscal policy, investor sentiment, availability and cost of
not historical facts, and are subject to risks and uncertainties including, but not limited to,
capital, technological changes and events, outcome of legal proceedings, changes in currency
statements as to:
values, inflation, credit ratings and the size, volume and timing of transactions, as well as other
– future operating results
risks described elsewhere in this report and the prospectus relating to the Company’s IPO and
– business prospects and the prospects of the Company’s investments the Company’s prospectus relating to the ZDP Shares.
– the impact of investments the Company expects to make
The foregoing is not a comprehensive list of the risks and uncertainties to which the Company is
– the dependence of future success on the general economy and its impact on the industries
subject. Except as required by applicable law, the Company undertakes no obligation to update
inwhich the Company invests
or revise any forward-looking statements to reflect any change in theCompany’s expectations,
– the ability of the investments to achieve their objectives
or any changes in events, conditions or circumstances on which the forward-looking statement
– dierences between the investment objective and the investment objectives of the private is based. In light of these risks, uncertainties and assumptions, the events described by the
equity funds in which the Company invests Company’s forward-looking statements might not occur. The Company qualifies any and all of
NB Private Equity Partners Annual Report 2024
– the rate at which capital is deployed in private equity investments, co-investments the forward-looking statements by these cautionary factors.
and opportunistic investments
– expected financings and investments
– the continuation of the Investment Company as the service provider and the continued
aliation with the Investment Company of its key investment professionals
– the adequacy of the Company’s cash resources and working capital
– the timing of cash flows, if any, from the operations of the underlying private equity
funds and the underlying portfolio companies.
In some cases, forward-looking statements may be identified by terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,“ “potential,” “should,” “will,”
and“would,” or the negative of those terms or other comparable terminology.
104
Appendix
Strategic report Governance Financials Other
## Alternative performance calculations
Alternative Performance Measures (“APMs”) is a term defined by the European Securities and Markets Authority as “financial measures of historical or future performance, financial position, or cash flows,
other than a financial measure defined or specified in the applicable financial reporting framework”.
APMs are used in this report if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company and for comparing the
performance of the Company to its peers, taking into account industry practice.

|  |  |  |  | Dividend |  |  |  |  | Dividend |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | NAV per share |  | Compounding |  |  | NAV per share |  | Compounding |  |
| One-year NAV Total Return Calculation |  | (USD) Dividend (USD) |  | Factor | Five-year NAV Total Return Calculation |  | (USD) Dividend (USD) |  | Factor |
| NAV per Ordinary Share at year end |  |  |  |  | NAV per Ordinary Share as per Statement of |  |  |  |  |
| as per Statement of Financial Position in |  |  |  |  | Financial Position in December 2019 (A) $19.11 – |  |  |  |  |

December 2023 (A) $28.07 –
2020 Semi-annual dividend $18.82 $0.29 1.0154
Semi-annual dividend per Ordinary Share declared in
2020 Semi-annual dividend $17.99 $0.29 1.0161
respect of year $27.60 $0.47 1.0170
2021 Semi-annual dividend $22.18 $0.31 1.0140
Semi-annual dividend per Ordinary Share declared in
respect of year $26.92 $0.47 1.0175 2021 Semi-annual dividend $28.24 $0.41 1.0145
NAV per Ordinary Share at end of year as per Statement of $27.53 – 2022 Semi-annual dividend $31.18 $0.47 1.0151
Financial Position in December 2024 (B)
2022 Semi-annual dividend $28.20 $0.47 1.0167
Product of
2023 Semi-annual dividend $27.91 $0.47 1.0168
dividend
2023 Semi-annual dividend $27.96 $0.47 1.0168
NAV Total Return per Ordinary Share (B/A)*C – 1 1.5% compounding (C) 1.0348
2024 Semi-annual dividend $27.60 $0.47 1.0170
Dividend
2024 Semi-annual dividend $26.92 $0.47 1.0175
NAV per share Compounding
NB Private Equity Partners Annual Report 2024
Three-year NAV Total Return Calculation (USD) Dividend (USD) Factor NAV per Ordinary Share at end of year as per
Statement of Financial Position in December
NAV per Ordinary Share at year end
2024 (B) $27.53 –
as per Statement of Financial Position in
December 2021 (A) $31.65 – Product of
NAV Total Return per Ordinary Share Dividend
2022 Semi-annual dividend $31.18 $0.47 1.0151
(B/A)*C – 1 68.8% Compounding (C) 1.1719
2022 Semi-annual dividend $28.20 $0.47 1.0167
2023 Semi-annual dividend $27.91 $0.47 1.0168
2023 Semi-annual dividend $27.96 $0.47 1.0168
2024 Semi-annual dividend $27.60 $0.47 1.0170
2024 Semi-annual dividend $26.92 $0.47 1.0175
NAV per Ordinary Share at end of year as per Statement of
Financial Position in December 2024 (B) $27.53 –
Product of
dividend
NAV Total Return per Ordinary Share (B/A)*C – 1 (4.0%) compounding (C) 1.1041
105
Appendix
Dividend Dividend
Strategic report Governance Financials Other

|  | Share price |  | Compounding |  |  | Share price |  | Compounding |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| One-year Share Price Total Return Calculation |  | (GBP) Dividend (GBP) |  | Factor | Five-year Share Price Total Return Calculation |  | (GBP) Dividend (GBP) |  | Factor |
| Share price as per the London Stock Exchange on |  |  |  |  | Share price as per the London Stock Exchange on |  |  |  |  |
| 31 December 2023 (A) £16.70 – |  |  |  |  | 31 December 2019 (A) £12.09 – – |  |  |  |  |
| 2024 Semi-annual dividend £15.80 £0.37 1.0234 |  |  |  |  | 2020 Semi-annual dividend £11.95 £0.22 1.0185 |  |  |  |  |
| 2024 Semi-annual dividend £16.68 £0.36 1.0217 |  |  |  |  | 2020 Semi-annual dividend £9.30 £0.23 1.0245 |  |  |  |  |
| Share price as per the London Stock Exchange |  |  |  |  | 2021 Semi-annual dividend £11.85 £0.23 1.0191 |  |  |  |  |

on 31 December 2024 (B) £15.80 –
2021 Semi-annual dividend £15.30 £0.30 1.0195
Product of
2022 Semi-annual dividend £17.75 £0.34 1.0194
Dividend
Share Price Total Return per Ordinary Share (B/A)*C – 1 (1.1%) Compounding (C) 1.0456 2022 Semi-annual dividend £15.75 £0.39 1.0246
2023 Semi-annual dividend £15.90 £0.38 1.0239
2023 Semi-annual dividend £15.58 £0.37 1.0235
Dividend
2024 Semi-annual dividend £15.80 £0.37 1.0234

|  | Share price |  | Compounding |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Three-year Share Price Total Return Calculation |  | (GBP) Dividend (GBP) |  | Factor | 2024 Semi-annual dividend £16.68 £0.36 1.0217 |  |  |
| Share price at year end as per the London Stock Exchange |  |  |  |  | Share price as per the London Stock Exchange |  |  |
| on 31 December 2021 (A) £18.50 – |  |  |  |  | on 31 December 2024 (B) £15.80 – |  |  |
| 2022 Semi-annual dividend £17.75 £0.34 1.0194 |  |  |  |  |  |  | Product of |
| 2022 Semi-annual dividend £15.75 £0.39 1.0246 |  |  |  |  |  |  | Dividend |
|  |  |  |  |  | Share Price Total Return per Ordinary Share (B/A)*C – 1 62.1% | Compounding (C) 1.2407 |  |

2023 Semi-annual dividend £15.90 £0.38 1.0239
2023 Semi-annual dividend £15.58 £0.37 1.0235
2024 Semi-annual dividend £15.80 £0.37 1.0234
2024 Semi-annual dividend £16.68 £0.36 1.0217
Share price as per the London Stock Exchange NB Private Equity Partners Annual Report 2024
on 31 December 2024 (B) £15.80 –
Product of
dividend
Share Price Total Return per Ordinary Share (B/A)*C – 1 (2.3%) compounding (C) 1.1445
Appendix

|  Total 2024 Realisation Calculation | $ in millions  |
| --- | --- |
|  Proceeds from sale of private equity investments (A) | $102.7  |
|  Distributions from private equity investments (B) | $75.6  |
|  Interest and dividend income (C) | $0.4  |
|  2024 portfolio realisations (A+B+C) | $178.7  |

|  Multiple of Capital Calculation  |   |
| --- | --- |
|  Exit proceeds from full exits over the last five years (A) | $347.6  |
|  Invested capital into full exits over the last five years (B) | $153.1  |
|  Multiple on invested capital (A/B) | 2.3x  |

|  Realisation uplift Calculation  |   |
| --- | --- |
|  Aggregate realisation value at sale/IPO over the last five years (A) | $792.1  |
|  Three-quarters prior aggregate valuation over the last five years (B) | $588.7  |
|  Average uplift (A/B) – 1 | 34.6%  |

|  Adjusted Commitment Coverage  |   |
| --- | --- |
|  Cash + liquid investments + undrawn committed credit facility (A) | $282.8  |
|  Adjusted unfunded private equity exposure (B) | $32.2  |
|  Adjusted commitment coverage ratio (A/B) | 878%  |

|  Share Price Yield  |   |
| --- | --- |
|  Annualised 2024 Dividend (GBP equivalent) (A) | £0.75  |
|  Share price on 31 December 2024 (B) | £15.80  |
|  Share Price Yield (A/B) – 1 | 4.8%  |

|  Realisation (uplift Full/Partial Sales (Including Pending Sales)  |   |
| --- | --- |
|  Aggregate realisation value at sale/IPO (A) | $64.8  |
|  Three-quarters prior aggregate valuation (B) | $61.2  |
|  Average uplift (A/B) – 1 | 5.9%  |

|  Multiple of Capital Calculation Full/Partial Sales (Including Pending Sales)  |   |
| --- | --- |
|  Aggregate realisation value at sale/IPO (A) | $64.8  |
|  Invested capital into 2024 direct equity investment exits (B) | $36.0  |
|  Multiple on invested capital (A/B) | 1.8x  |

106

Strategic report

Governance

Financials

NB Private Equity Partners Annual Report 2024
107
Glossary
Fund-of-funds is a private equity fund that invests in a portfolio of several private equity funds
Strategic report Governance Financials Other
to achieve, compared with a direct investment fund, a broader diversification of risk, including
## Glossary (unaudited)
individual private equity manager risk.
General Partner (“GP”) is the entity managing a private equity fund that has been established
as a limited partnership. This is commonly referred to as the Manager.
Initial Public Oering (“IPO”) is an oering by a company of its share capital to the public with a
view to seeking an admission of its shares to a recognised stock exchange.
Buyout is the purchase of a controlling interest in a company.
Internal Rate of Return (“IRR”) is a measure of the rate of return received by an investor
in a fund. It is calculated from cash drawn from and returned to the investor together with the
Compound Annual Growth Rate (“CAGR”) represents the annual growth rate of
residual value of the investment.
an investment over a specified period of time longer than one year.
Last Twelve Months (“LTM”) refers to the timeframe of the immediately preceding 12months
Carried interest is equivalent to a performance fee. This represents a share of the
in reference to a financial metric used to evaluate the Company’s performance.
profits that will accrue to the underlying private equity managers, after achievement
of an agreed preferred return.
Limited Partner (“LP”) is an institution or individual which commits capital to a private equity
fund established as a limited partnership. These investors are generally protected from legal
Co-investment is a direct investment in a company alongside a private equity fund.
actions and any losses beyond the original investment.
Debt Multiple Ratio of net debt to EBITDA.
Market capitalisation Share price multiplied by the number of shares outstanding.
Direct equity investments are investments in a single underlying company.
Multiple of cost or invested capital (“MOIC” or cost multiple) A common measure of private
Discount arises when a company’s shares trade at a discount to NAV. In this circumstance, the price
equity performance, MOIC is calculated by dividing the fund’s cumulative distributions and
that an investor pays or receives for a share would be less than the value attributable to it by
residual value by the paid-in capital.
reference to the underlying assets. The discount is the dierence between the share price and
Net asset value (“NAV”) Amount by which the value of assets of a fund exceeds liabilities, NB Private Equity Partners Annual Report 2024
the NAV, expressed as a percentage of the NAV. For example, if the NAV was l00p and the share
reflecting the value of an investor’s attributable holding.
price was 90p, the discount would be 10%.
Net asset value per share (“NAV per share”) is the value of the Company’s net assets
Dry powder is capital raised and available to invest but not yet deployed.
attributable to one Ordinary Share. It is calculated by dividing ‘shareholders’ funds’ by the total
EBITDA stands for earnings before interest, tax, depreciation and amortisation, which is awidely
number of Ordinary Shares in issue. Shareholders’ funds are calculated by deducting current and
used performance measure in the private equity industry.
long-term liabilities, and any provision for liabilities and charges, from the Company’s total
assets.
Enterprise value is the aggregate value of a company’s entire issued share capital and netdebt.
Net asset value per share Total Return is the change in the Company’s net asset value per
Exit is the realisation of an investment usually through trade sale, sale by public oering
share, assuming that dividends are re-invested on the ex-dividend date.
(including IPO), or sale to a financial buyer.
FTSE AII-Share Index Total Return is the change in the level of the FTSE AII-Share Index,
assuming that dividends are re-invested on the ex-dividend date.
Full realisations are exit events (e.g. trade sale, sale by public oering, or sale to a financial
buyer) following which the residual exposure to an underlying company is zero or immaterial.
108
Glossary
Net debt is calculated as the total short-term and long-term debt in a business, less cash
Strategic report Governance Financials Other
andcash equivalents.
Net debt to EBITDA is the ratio of a company’s net debt to its LTM EBITDA.
Premium occurs when the share price is higher than the NAV and investors would therefore be
paying more than the value attributable to the shares by reference to the underlying assets.
Public to private (“P2P”) or take private, is the purchase of all of a listed company’s shares and
the subsequent delisting of the company, funded with a mixture of debt and unquoted equity.
Quoted company is any company whose shares are listed or traded on a recognised
stockexchange.
Realisation proceeds are amounts received by the Company from the sale of
a portfoliocompany, which may be in the form of capital proceeds or income such
as interestor dividends.
Realisations – multiple to cost is the average return from full and partial exits in theperiod.
Realisations – uplift to carrying value is the aggregate uplift on full and partial exits.
Share Price Total Return is the change in the Company’s share price, assuming that dividends
are re-invested on the day that they are paid.
Total Return is a performance measure that assumes the notional re-investment of dividends.
This is a measure commonly used by the listed private equity sector and listed companies in
general.
NB Private Equity Partners Annual Report 2024
Undrawn commitments are commitments to funds that have not yet been drawn down.
Valuation multiples are earnings or revenue multiples applied in valuing a business enterprise.
Vintage is the year in which a private equity fund makes its first investment.
109
Directors, Advisers and contact information
U.S. Administrator Joint Corporate Brokers
Strategic report Governance Financials Other
## Directors, Advisers and

| MUFG Capital Analytics LLC | Jeeries International Limited |
| --- | --- |
| 325 North St. Paul Street, Suite 4700 | 100 Bishopsgate |
| Dallas, TX 75201 | London EC2N 4JL |

## contact information
United States of America United Kingdom
Tel: +44 (0) 20 7029 8766
Independent Auditors
Stifel Nicolaus Europe Limited
KPMG Channel Islands Limited
150 Cheapside
Board of Directors Investment Manager Glategny Court
London, EC2V 6ET
Glategny Esplanade
William Maltby (Chairman) NB Alternatives Advisers LLC
United Kingdom
St. Peter Port, Guernsey GY1 1WR
Trudi Clark 325 North St. Paul Street, Suite 4900
Tel: +44 (0) 207 710 7600
Tel: +44 (0) 1481 721 000

| Pawan Dhir | Dallas, TX 75201 |  |  |
| --- | --- | --- | --- |
|  |  | Fax: +44 (0) 1481 722 373 | Registrar |
| John Martyn Falla | United States of America |  |  |
| Louisa Symington-Mills | Tel: +1 214 647 9593 |  |  |
|  |  | Depositary Bank | MUFG Corporate Markets (Guernsey) Limited |
| Wilken von Hodenberg | Fax: +1 214 647 9501 |  |  |

Mont Crevelt House, Bulwer Avenue
The Bank of New York
Email: IR_NBPE@nb.com
St. Sampson, Guernsey GY2 4LH
Registered Oce 101 Barclay Street, 22nd Floor
Channel Islands
Guernsey Administrator New York, NY 10286
NB Private Equity Partners Limited
Tel: +44 (0) 371 664 0391
United States of America
Oak House, Hirzel Street Oak Fund Services (Guernsey) Limited
Tel: +1 212 815 2715
St. Peter Port, Guernsey GY1 2NP Oak House, Hirzel Street
Fax: +1 212 571 3050
Channel Islands St. Peter Port, Guernsey GY1 2NP
Tel: +44 (0)1481 742 742 Channel Islands
Paying Agent
Fax: +44 (0)1481 728 452 Tel: +44 (0)1481 722 584
NB Private Equity Partners Annual Report 2024
Jeeries International Limited
68 Upper Thames Street
London EC4V 3BJ
United Kingdom
Tel: +44 (0) 20 7029 8766
110
Useful information
For further information on the Dividend
### Payment of dividends Strategic report Governance Financials Other
Re-investment Plan and Currency Election,
## Useful information
Dividends are declared in U.S. dollars and paid
please contact the Company’s registrar, MUFG
in pounds Sterling, but the Company also
Corporate Markets, at
oers both a Currency Election for U.S.
shareholderenquiries@cm.mpms.mufg.com
shareholders and a dividend re-investment
Please see MUFG Corporate Market’s mailing
plan for shareholders who wish to re-invest
address below.
their dividends to grow their shareholding.
The foreign exchange rate at which dividends
### Financial calendar Register to receive news alerts
declared will be converted into pounds
Sterling will be at the spot rate priorto the
### Approximate timing Please register for news alerts on the
payment of the dividend.
Company’s website –
Monthly NAV update
https://www.nbprivateequitypartners.com/
### Dividend information
Generally 10-15 days after month-end en/investors/news-and-alerts.
The dividend documents on the Company’s
Annual financial report
Events timing
website provide information to shareholders
April
Annual General Meeting regarding NBPE’s Dividend Re-investment Plan
Interim Report and USD Dividend Election as well as election
June
forms for each of the options. Investors should
September
Capital Markets Day
read the dividend documentation carefully prior
Key Information Document Update
November to choosing an election. Ifanelection is
notmade, investors will receive cash dividends in
Annually, following release of the annual Dividends
Sterling. Shareholders are advised to consult
financial report.
Semi-annual
with a tax adviser concerning potential tax
All announcements can be viewed on the NB Private Equity Partners Annual Report 2024
consequences of an election.
Company’s website –
www.nbprivateequitypartners.com. Anyone acting for the account or benefit of a
U.S. person who elects to receive additional
shares through the dividend re-investment
plan would need to sign a QualifiedPurchaser
certification, which is available on
the website. The completed forms should be
returned to NBPE’s Investor Relations
department by email at
IR_NBPE@nb.com or by the Investment
Manager’s mailingaddress (see page 109 for
contact information).
111
Useful information
### Registrar services E-communications for AIC Strategic report Governance Financials Other
### shareholders
Communications with shareholders are mailed The Company is a member of the Association
to the address held on the share register. NBPE would like to encourage shareholders of Investment Companies
Any notifications and enquiries relating to to receive shareholder documents electronically, (https://www.theaic.co.uk/).
registered shareholdings, including achange of via our website or email notification instead of
address or other amendment, should be hard copy format. This is a faster and more
directed to MUFG Corporate Markets. environmentally friendly way of receiving
shareholder documents.
Address:

| MUFG Corporate Markets | The online Share Portal from our registrar, |
| --- | --- |
| Central Square, 29 Wellington Street, | MUFG Corporate Markets, provides allthe |
| Leeds, LS1 4DL United Kingdom | information required regarding your shares. |
| https://www.mpms.mufg.com/en/mufg- | Through the Share Portal, shareholders can |
| corporate-markets/ | access details of their holdings in NBPEonline. |
| Email: shareholderenquiries@cm.mpms. | You can also make changes to address details |
| mufg.com | and dividend payment preferences online. |

By phone:
Shareholders who wish to receive future
UK: 0371 664 0391
communications via electronic means can
From overseas: +44 (0) 371 664 0391. register this preference through the Share
Callsoutside the United Kingdom will be Portal (https://www.signalshares.com/).
charged at the applicable international rate.
### MUFG Corporate Markets are open between ISIN/SEDOL numbers
9.00am and 5.30pm, Monday to Friday,
The ISIN, SEDOL numbers and ticker for the NB Private Equity Partners Annual Report 2024
excluding public holidays in England
Company’s Ordinary Shares are as follows:
andWales.
£ share class $ share class
Ticker: NBPE NBPU
ISIN GG00B1ZBD492 GG00B1ZBD492
SEDOL B28ZZX8 BD9PCY4
112
How to invest
Strategic report Governance Financials Other
## How to invest
NBPE is listed on the London Stock Exchange
### ISA status
and its sharescan be bought and sold just as
The Company’s shares are eligible for tax-
those of any other listed company.
ecient wrappers such as Individual Savings
A straightforward way for individuals to
Accounts (“ISAs”), Junior ISAs, and Self
purchase and hold shares in the Company is to
Invested Personal Pensions (“SIPPs”).
contact a stockbroker, savings plan provider or
Information about ISAs and SIPPs, as well
online investment platform. NBPE’s shares may
as general adviceon saving and investing,
be purchased under the ticker symbol NBPE.
can be found on the government’s free
To help people trying to choose a platform, the
and independent service at
Association of Investment Companies (“AIC”)
www.moneyadviceservice.org.uk.
provides up-to-date information on the
As with any investment into a company listed
platforms where investment companies are
on the stock market, you should remember
available, and what you’ll pay to invest
that:
on each platform (https://www.theaic.co.uk/
availability-on-platforms). NB Private Equity Partners Annual Report 2024
– the value of your investment and the income
you get from it can fall as well as rise, so you
If you’d prefer to use a financial adviser, advice
may not get back the amount you invested
on how tofind one can be found at
https://www.thepfs.org/yourmoney/ – past performance is no guarantee of future
find-an-adviser/. performance.
This is a medium- to long-term investment so
you should be prepared to invest your money
for at least five years. If you are uncertain
about any aspect of your decision to invest,
you should consider seeking independent
financial advice.
Endnotes

1. Assumes re-investment of dividends at the closing NAV or share price on the ex-dividend date.
2. Returns are presented on a "gross" basis (i.e. they do not reflect the management fees, carried interest, transaction costs and other expenses that may be paid by investors, which may be significant and will lower returns). Past performance is not a guarantee of future returns.
3. $179 million received during 2024, of which $33 million was received in 2024 from announced transactions during 2023.
4. The MSCI World Index captures large and mid-cap representation across 22 Developed Markets (OM) countries. With 1,352 constituents as of 31 March 2025, the index covers approximately 85% of the free float-adjusted market capitalization in each country (MSCI World Fact sheet, 31 March 2025, the latest available). The benchmark performance is presented for illustrative purposes only to show general trends in the market for the relevant periods shown. The investment objectives and strategies in the benchmark may be different than the investment objectives and strategies of NBPE and may have different risk and reward profiles. A variety of factors may cause this comparison to be an inaccurate benchmark for any particular fund and the benchmarks do not necessarily represent the actual investment strategy of a fund. It should not be assumed that any correlations to the benchmark based on historical returns would persist in the future. Indexes are unmanaged and are not available for direct investment. Investing entails risks, including possible loss of principal. Past performance is no guarantee of future results.
5. All performance figures assume re-investment of dividends at NAV on the ex-dividend date and reflect cumulative returns over the relevant time periods shown and are not annualized returns.
6. As of December 31, 2024
7. Includes estimated allocations of dry powder for diversified portfolios consisting of primaries, secondaries, and co-investments. Therefore, amounts may vary depending on how mandates are invested over time.
8. Includes Marquee Brands, Insurance-Linked Solutions, Specialty Finance, Outpost Ventures and Differentiated Alternative Credit businesses.

9. Approximately 98% of the direct investment portfolio (measured on 31 December 2024 fair value) is on a no management fee, no carry basis to underlying third-party GPs. Key information Document is available on NBPE's website.
10. Includes full and partial exits over the last five years. Returns are presented on a "gross" basis (i.e. they do not reflect the management fees, carried interest, transaction costs and other expenses that may be paid by investors, which may be significant and may lower returns).
11. Revenue & EBITDA Growth: Past performance is no guarantee of future results. Fair value as of 31 December 2024 and the data is subject to the following adjustments: 1) Excludes public companies, Marquee Brands and other investments not valued on multiples of EBITDA. 2) Analysis based on 66 private companies. 3) The private companies included in the data represent approximately 89% of the total direct equity portfolio. 4) The following exclusions to the data were made: a) growth of one company ($5 million of value) was excluded from the data as the Manager believed the EBITDA growth rate was an outlier due to an extraordinary percentage change; c) four companies (8% of direct equity fair value) were held less than one year and included from the growth rates; d) three companies (1% of direct equity fair value) were excluded with non-comparable time frames of LTM revenue and/or LTM EBITDA data or insufficient information to calculate a growth rate. Portfolio company operating metrics are based on the most recently available (unaudited) financial information for each company and based on as reported by the lead private equity sponsor to the Manager as of 24 April 2025. Where necessary, estimates were used, which include pro forma adjusted EBITDA and other EBITDA adjustments, pro forma revenue adjustments, run-rate adjustments for acquisitions, and annualized quarterly operating metrics. LTM periods as of 31/12/24 and 30/9/24 and 31/12/23 and 30/9/23. LTM revenue and LTM EBITDA growth rates are weighted by fair value. Growth rate data is based on 66 companies and subject to the aforementioned exclusions, underlying EBITDA reported by the GPs may include pro forma or other adjustments to LTM EBITDA in one or both periods and this reported EBITDA used to calculate growth rates may not be the same EBITDA for valuation purposes by underlying GPs. As a result, growth and valuation multiple data are not directly comparable.

12. Represents uplift from valuation versus the valuation three quarters prior to an announced exit. Includes partial realizations. Returns are presented on a "gross" basis (i.e. they do not reflect the management fees, carried interest, transaction costs and other expenses that may be paid by investors, which may be significant and will lower returns). Past performance is not a guarantee of future returns.
13. Assume re-investment of dividends at NAV on the ex-dividend date.
14. Valuation & Leverage: Past performance is no guarantee of future results. Fair value as of 31 December 2024 and subject to the following adjustments: 1) Excludes public companies, Marquee Brands and other investments not valued on a multiple of EBITDA. 2) Based on 55 private companies which are valued based on EVI EBITDA metrics. 3) The private companies included in the data represents 80% of direct equity investment fair value. 4) Companies not valued on multiples of trailing EBITDA are excluded from valuation statistics. 5) Leverage statistics exclude companies with net cash position and leverage data represents 80% of direct equity investment fair value. Portfolio company operating metrics are based on the most recently available (unaudited) financial information for each company and are as reported by the lead private equity sponsor to the Manager as of 24 April 2025, based on reporting periods as of 31 December 2024 and 30 September 2024. EVI and leverage data is weighted by fair value. LTM EBITDA used by underlying GPs for valuation purposes may differ from EBITDA used to calculate growth rates due to pro forma or other adjustments and therefore the two data sets are not directly comparable.

15. Debt Covenant Statistics: Past performance is no guarantee of future results. Fair value as of 31 December 2024 and subject to the following adjustments: 1) Excludes public companies. 2) Analysis based on 30 private companies. 3) The private companies included in the data represent approximately 73% of the total direct equity portfolio. Debt covenant analysis does not consider springing debt covenants which may apply to certain draw percentages of underlying company revolvers. Portfolio company debt details are based on the most recently available (unaudited) financial information (as of 31/12/24, 30/09/24 and 30/06/24) for each company and based on as reported by the lead private equity sponsor to the Manager as of 24 April 2025. Debt Maturity: Past performance is no guarantee of future results. Based on 31 December 2024 fair value and with investment fair values weighted by the company's debt to total capitalization ratio. Fair value is also subject to the following adjustments: 1) Excludes public companies. 2) Analysis based on top 30 private companies. 3) The private companies included in the data represent approximately 73% of the total direct equity portfolio. Portfolio company debt details are based on the most recently available (unaudited) financial information (as of 31/12/24, 30/09/24 and 30/06/24) for each company and based on as reported by the lead private equity sponsor to the Manager as of 24 April 2025.

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Endnotes

16. For illustrative and discussion purposes only, PRI grades are based on information reported directly by PRI signatories, of which investment managers totaled 2,651 for 2024, 3,123 for 2023, 2,791 for 2021, 1,545 for 2020 and 1,247 for 2019. All PRI signatories are eligible to participate and must complete a questionnaire to be included. The underlying information submitted by signatories is not audited by the PRI or any other party acting on its behalf. Signatories report on their responsible investment activities by responding to asset-specific modules in the Reporting Framework. Each module houses a variety of indicators that address specific topics of responsible investment. Signatories' answers are then assessed and results are compiled into an Assessment Report. Neuberger Berman pays a fee to be a member of PRI and the grades are only available to PRI members. Ratings referenced do not reflect the experiences of any Neuberger Berman client and readers should not view such information as representative of any particular client's experience or assume that they will have a similar investment experience as any previous or existing client. Awards and ratings are not indicative of the past or future performance of any Neuberger Berman product or service. Moreover, the underlying information has not been audited by the PRI or any other party acting on its behalf. While every effort has been made to produce a fair representation of performance, no representations or warranties are made as to the accuracy of the information presented, and no responsibility or liability can be accepted for damage caused by use of or reliance on the information contained within this report. Information about PRI grades is sourced entirely from PRI and Neuberger Berman makes no representations, warranties or opinions based on that information.
17. Investment strategies' integration of financially material environmental, social, and governance factors may involve over time. Unless explicitly noted, the integration processes described in this document apply solely to the Private Equity Investment Portfolios and Co-Investment Platform of Neuberger Berman ("NB Private Equity").

18. Many of the firm-level processes described herein are subject to Neuberger Berman's policies and procedures, including certain information barriers within Neuberger Berman that will, from time to time, limit communications between the NB Private Markets team and the public side investment and Stewardship and Sustainable Investing teams.
19. For illustrative and discussion purposes only, This material is intended as a broad overview of the portfolio managers' style, philosophy and process and is subject to change without notice. Ratings for equities and fixed income are the Central Research Analysis's view of the environmental, social and governance characteristics of a company on material factors relative to the peer group. The summary output of the material factors evaluated by the Central Research Analysis are summarised as a proprietary resource available to the firm. Ratings developed for public securities are not directly applied to private markets. Subject to Neuberger Berman's policies and procedures, including certain information barriers within Neuberger Berman that are designed to present the misuse by Neuberger Berman and its personnel of material information regarding issuers of securities that has not been publicly disseminated.
20. Amounts may not add up to 100% due to rounding. Based on direct investment portfolio net asset value and NBAA analysis as 31 December 2024, analysis excludes third-party funds (which are past their investment period but which may call capital for reserves or follow-ons) and funds that are not deemed as integrating financially material environmental, social, and governance factors by the Manager. In aggregate these exclusions represent approximately 1% of fair value. There can be no assurance that NBPE will achieve comparable results in the future, that targeted diversification or asset allocations will be met, or that NBPE will be able to implement its investment strategy and investment approach or achieve its investment objective.
21. Based on Neuberger Berman Private Equity Analysis.
22. No potential SDG Thematic Alignment reflects investments made prior to NBPE adopting its Responsible & Sustainable Investment Policy in 2020.

23. The EDC (Meh's) Request is a standalone request intended to collect certain metrics on a voluntary basis. The EDC (Data Submission Template is a standard template provided by EDC) and not by Neuberger Berman which we disseminate in our capacity as a Limited Partner participant.
24. The BVCA "Excellence in ESG" awards seek to recognize outstanding contributions to ESG and impact investment from across private equity and venture capital. Now in its fifth year, 'Excellence in ESG' celebrates firms from across the private capital ecosystem that have made an outstanding commitment to ESG principles. Winners are selected by a panel of multi-sector ESG experts. The judges seek clear explanations of the LP's rationale, commitment to responsible investment principles, linkage to investment strategy, and justification for why the outcome has been positive.
25. Real Deals ESG Awards 2024 LP of the Year - Institutional Investor and Asset Manager. This award recognizes those impacting positive change through ESG in private equity. Applicants were evaluated based on their firm policies and procedures to promote ESG. Of the firms who applied, three were short-listed in this category. This award is not a performance ranking nor does it constitute an investment recommendation. NB Private Markets did not pay a fee to participate and awards and ratings referenced do not reflect the experiences of any Neuberger Berman client and readers should not view such information as representative of any particular client's experience or assume that they will have a similar investment experience as any previous or existing client. Awards and ratings are not indicative of the past or future performance of any Neuberger Berman product or service. For more information, please visit: https://ndevgawards.com/
26. As of December 31, 2024. Among organisations with over 1,000 employees by Pensions & Investments Best Places to Work in Money Management survey. For additional information on the criteria for the award, please visit pionline.com.
27. Average annual retention over the past five years from 2020 through January 31, 2025 of NB Private Markets Investment Team Managing Directors and Principals only. Computed as number of departures (excluding internal transfers) over total number of NB Private Markets MDs and Principals.

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