Pantheon International : Annual Report and Accounts 2021

Proactive, responsible, long-term performance.

Pantheon International Plc

Annual Report and Accounts 2021

Contents

Strategic Report

At a glance

Why choose us?

Chairman's statement

Q&A with John Burgess and John Singer Our business model

Our strategy

Key performance indicators Responsible investment and ESG Financing our undrawn commitments Risk management and principal risks s172(1) statement

Viability statement Investment policy

Manager's Review

Performance

Portfolio

Our market

Sector themes

Distributions

Calls

New commitments

Buyout analysis

Other information

Key Pantheon personnel supporting PIP

At a glance as at 31 May 2021

04	Directors' Report	82	31.7%	in the year
01	Governance	78			Share price
02	Board of Directors	80
					increase
10	Statement on Corporate Governance	86
14	Audit Committee Report	92			Market
18	Directors' Remuneration report	95		£1.5bn capitalisation
20	Directors' Responsibility Statement	99
19.6%
24	Independent Auditor's Report to the		NAV per
26	Members of Pantheon International Plc	100	share growth
32	Financial Statements	106			in the year
	+11.8% annual NAV
40
34	Income Statement	108
		Average
38
Statement of Changes in Equity	109
41	Balance Sheet	110			growth since
Cash Flow Statement	111		£1.9bn	1987
46	Notes to the Financial Statements	112		value
42
44	Other Information	128			Net asset
	AIFMD Disclosures	130
47	1.22%	AIC ongoing
Alternative Performance Measures	132
50
Glossary of Terms	136	1
54	charges
Directors and Advisers	138
62

63 Retail investors advised by independent financial advisers

1. The Company currently conducts its affairs so that its shares can be recommended by
2. independent financial advisers to retail private investors in accordance with the FCA's rules

76 in relation to non-mainstream investment products.

The shares are excluded from the FCA's restrictions which apply to non-mainstream investment products because they are shares in a UK-listed investment trust.

Strategic Report	Manager's Review	Governance	Financial Statements	Other Information	01

About PIP

PIP makes the private, public

Pantheon International Plc ("PIP" or the "Company") is a listed FTSE 250 private equity investment trust, overseen by an independent Board of Directors and managed by Pantheon, one of the leading private equity investment managers globally.

Firms backed by private equity are all around us, making up a dynamic and growing market. For many people, this exciting sector can appear to be inaccessible. But with just one PIP share, investors can access a high quality, actively managed and diversified portfolio of private equity assets.

Pantheon's responsible, transparent and collegiate culture is one of the reasons why PIP has such an outstanding 33-year track record. It is also down to having the right skills, experience and relationships built up over many years. We believe that taking a long-term and ethical view leads to better outcomes, whatever is going on in the world.

Privileged access to exciting companies

Imperfect Foods

Signature Foods

ZeniMax Media

p.30

p.56

p.59

Sandaya								NAMSA
p.53								p.68

• Including financing costs, PIP's total ongoing charges would be 1.43%.

02 Pantheon International Plc Annual Report and Accounts 2021

At a glance

A straightforward investment, managed with integrity

Strategic Report	Manager's Review	Governance	Financial Statements	Other Information	03

Privileged access to the right companies

The dispersion of performance between managers in private equity	Pantheon, which has been in business for almost four decades,
is much wider than in other asset classes. Therefore, selecting	has an extensive network of relationships with private equity
and accessing the best private equity managers with robust	managers across the world, including invitation-only funds,
organisations, proven operational and sector expertise, and a	exclusive secondary deals and co-investments with direct
sustainable investment strategy is key to achieving success.	holdings in attractive private companies.

PIP

	PIP is managed by Pantheon,
Shareholders	one of the leading private equity
investors in the world.
Invest via LSE	Supervises
PIP	PIP Board	Pantheon

Manages

Putting shareholders first

PIP has an independent board that looks after shareholders' interests, with rigorous systems and processes applied to ensure that the relationship with Pantheon is effective and beneficial.

As part of this, the Board of PIP monitors Pantheon's investment strategy to ensure that it is relevant, adheres to the Company's investment policy, and is constructed around seeking the best performing assets worldwide that can generate attractive returns over the long term.

Pantheon

Founded in London in 1982, Pantheon

serves an institutional client base...

US$65.9bn1 680+

Assets Under Management	clients around
	the world
Award-winning3

Pantheon has a strong reputation for responsible investing and diversity…

Gender diversity4		Ethnic diversity4
Overall	Investment		Overall workforce6
workforce5	team heads
41%	43%		33%
Women			Non-white ethnic

Pantheon provides clients with access to its global network of relationships…

	DUBLIN		BERLIN
	9
		1	SEOUL
		LONDON		3
SAN	NEW
277		TOKYO
FRANCISCO	YORK
36	40	people		5
				HONG
				KONG
	BOGOTÁ			9
	4

Why PIP's structure works

background

9 3832

1132

>4852

10,000

For the most part, capital in the private equity industry is managed in non-listed structures, typically limited partnerships. Investors wishing to invest directly in a private equity fund are often expected to lock up their capital for at least ten years and many private equity firms only accept high minimum commitments to their funds from selected investors. Shares in a listed private equity investment trust, such as PIP, give investors ready access to private equity opportunities.

14

years of UNPRI7 membership, one of the first private

A+

awarded to Pantheon for private equity by

offices people

		c.
investment professionals	advisory board	private equity managers
with an aggregate of over	seats held	in Pantheon's database
1,000 years' financial
services experience

For just one share, investors can participate in an actively managed, globally diversified private equity portfolio. Investors can also benefit from the administrative simplicity and liquidity obtained from being able to buy and sell shares trading on a recognised stock exchange. In addition, the capital gains that arise are retained within the investment trust structure, and are not subject to corporation tax.

equity signatories

the UNPRI in 2020

1	As at 31 December 2020.	4	The response rate for our voluntary survey in December 2020 - January 2021 was 73%,
2	As at 30 June 2021.		compared to our 68% response rate in the prior annual survey.
3	See the Award Methodologies section on Pantheon's website for details regarding	5	c.1% prefer not to say.
	the awards mentioned above: www.pantheon.com.	6	c.2% prefer not to say.
		7	United Nations Principles for Responsible Investment.

04 Pantheon International Plc Annual Report and Accounts 2021

WHY CHOOSE US?

Our time-tested culture leads to

LONG-TERM PERFORMANCE

Strategic Report	Manager's Review	Governance	Financial Statements	Other Information	05

We think long term, make the right choices and deliver results

strong outcomes

Private equity is the term used for privately negotiated investments typically made in non-public companies. It can be an attractive asset class for a broad range of investors as it can boost the performance of their investment portfolios. But barriers to entry are high and doing it well requires experience and expertise.

PIP is a FTSE 250 company and one of the longest established private equity funds listed on the London Stock Exchange.

Our long-term track record speaks for itself: PIP has outperformed the FTSE All-Share and MSCI World since its inception in 1987.

Long-term performance

Thinking long term, making the right choices and delivering results

Proactive

A carefully diversified and actively managed portfolio designed to perform well in a range of conditions

Responsible investment

A thoughtful ESG approach informs every decision we make

Annualised performance														Since
										1 yr		3 yrs		5 yrs		10 yrs
													inception
NAV per share										19.6%		12.6%		14.7%		12.6%	11.8%
Ordinary share price								31.7%		10.6%		15.9%		13.4%	11.4%
FTSE All-Share, Total Return						23.1%		1.9%		7.0%		6.3%	7.5%
MSCI World, Total Return (Sterling)				37.6%		14.9%		16.8%		13.3%	8.6%
Share price vs. market performance										Since
										1 yr		3 yrs		5 yrs		10 yrs
													inception
Versus FTSE All-Share, Total Return			+8.6%	+8.7%		+8.9%		+7.1%	+3.9%
Versus MSCI World, Total Return (Sterling)	(5.9%)	(4.3%)		(0.9%)		+0.1%	+2.8%
Performance since inception (re-basedto 100)
5,000
4,000
3,000
2,000
1,000
0										99 00 01 02 03 04 05 06 07 08 09 10
87 88 89	90	91	92	93	94	95	96	97	98	11	12	13	14	15	16	17	18 19 20 21
										PIP FINANCIAL YEAR
NAV		PIP OrdinaryShare Price	MSCI World Total Return (Sterling)		FTSE All-Share Total Return

06 Pantheon International Plc Annual Report and Accounts 2021

Why choose us?

PROACTIVE	Our carefully diversified and
actively managed portfolio is
	designed to perform well in
	a range of conditions

Deliberate choices have been made to position PIP for the future.

PIP's portfolio is carefully stewarded and has been	PIP's co-investment and single asset secondary
actively managed to increase concentration, invest	programmes, focus investment activity on mid-market
in more direct company holdings, allocate further to	and growth opportunities and increase exposure
promising industry segments and reduce the maturity	to more resilient sectors. This active and flexible
profile. We have made conscious decisions to expand	management style underpins PIP's performance.

Active portfolio management
	By type		By stage		By vintage		By region		By sector
100%
80%
60%
40%
20%
0%	Jun	May	May	Jun	May	May	Jun	May	May	Jun	May	May	Jun	May	May
	15	18	21	15	18	21	15	18	21	15	18	21	15	18	21

		Primary		Small/mid buyout		0-3 years		USA		Information technology
		Co-investment		Large/mega		4-7 years		Europe		Healthcare
		Secondary		buyout		8+ years		Asia and EM1		Consumer
				Growth				Global2		Industrials
				Special situations						Financials
				Venture						Communication services
				Generalist						Energy
										Materials
										Utilities

Strategic Report	Manager's Review	Governance	Financial Statements	Other Information	07

Pantheon, which has been in business for almost four decades, has an extensive network of relationships with private equity managers across the world, including invitation-only funds, exclusive secondary deals and co-investments with direct

Portfolio concentration is increasing3

OF MANAGERS	90
60
30
NUMBER
0	Jun 15	May 21

COMPANIES	800
600
400
OF
NUMBER	200
0
	Jun 15	May 21

holdings in attractive private companies.

HELEN STEERS
PIP Lead Manager.
Partner	NAMSA

1. EM: Emerging Markets.
2. Global category contains funds with no target allocation to any particular region equal to or exceeding 60%.
3. Number of managers and portfolio companies comprising 80% of PIP's total exposure. Exposure is equivalent to the sum of the NAV and undrawn commitments.

p.68