Pantheon International : Circular concerning Tender Offer

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, authorised under the Financial Services and Markets Act 2000 (FSMA), or if you are resident outside the UK, a person authorised by the appropriate regulator in your jurisdiction, who specialises in advising on the acquisition or disposal of shares and other securities before taking any action.

If you have sold or otherwise transferred all of your Ordinary Shares in Pantheon International Plc, you should pass this document, together with all of the accompanying documents (but not any personalised Tender Form), as soon as possible, to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. This Tender Circular and all accompanying documents should not, however, be forwarded or transmitted in or into any of the Restricted Territories. If you have sold only part of your holding of Ordinary Shares, please consult the person through whom the sale or transfer was effected.

The contents of this document are not to be construed as legal, business or tax advice. Each Shareholder should consult their own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice. Shareholders should rely only on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company.

The procedure for acceptance of the Tender Offer is set out in this Tender Circular and in the accompanying documents. It is important that you read those sections carefully and, if you decide to accept the Tender Offer, that you act promptly and in any event before the Closing Date.

PANTHEON INTERNATIONAL PLC

Tender Offer by Investec Bank plc and J.P. Morgan Securities plc to acquire up to

£150,000,000 in value of Ordinary Shares of Pantheon International Plc

The Tender Offer will close at 1.00 p.m. on 17 October 2023 and will only be available to Shareholders (other than Restricted Shareholders) on the Register at 6.00 p.m. on 17 October 2023. Shareholders holding Ordinary Shares in certificated form and who wish to tender Ordinary Shares for purchase in the Tender Offer should ensure that their completed Tender Forms are returned by post to Link Group (the "Receiving Agent"), Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL or by hand (during normal business hours) so as to arrive by no later than 1.00 p.m. on 17 October 2023. Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other documents of title in respect of the Ordinary Shares tendered. Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST) should not return a Tender Form but should transmit the appropriate TTE Instruction in CREST as set out in section 2 of Part III of this document as soon as possible but in any event so as to be received by no later than 1.00 p.m. on 17 October 2023. All references in this paragraph are to London time.

Investec Bank plc ("Investec") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("JPMC" or "J.P. Morgan Cazenove"), which are both authorised by the PRA and regulated in the United Kingdom by the PRA and FCA, are acting exclusively for the Company and no-one else in relation to the Tender Offer and the other matters referred to in this document and they will not be responsible to anyone other than the Company for providing the protections afforded to their customers nor for providing advice in relation to the Tender Offer or the other matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which JPMC or Investec may have under FSMA or the regulatory regime established thereunder.

The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Offer is not being made, directly or indirectly, in or into or by the use of mails by any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange of the United States, nor is it being made directly or indirectly in or into Australia, Canada or Japan and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Australia, Canada or Japan. Accordingly, copies of this Tender Circular and related documents,

including the Tender Form, are not being, and must not be in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from the United States, Australia, Canada or Japan. Doing so may render invalid any purported acceptance of the Tender Offer. All Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this Tender Circular and the Tender Form should read the further details in this regard which are set out in the section entitled "Restricted Territories" in Part III of this Tender Circular and the section entitled "Restricted Shareholders and other Overseas Shareholders" in Part IV of this Tender Circular before taking any action. The availability of the Tender Offer to persons who are not resident in the United Kingdom may be affected by the laws of other jurisdictions. Shareholders who are not so resident should inform themselves about and observe such applicable requirements.

Your attention is drawn to the letter from the Chair which is set out in Part I of this document. Your attention is also drawn to the section entitled "Action to be Taken by Shareholders" in Part I of this document.

25 September 2023

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TABLE OF CONTENTS

Headings	Page
IMPORTANT INFORMATION	4
EXPECTED TIMETABLE OF EVENTS	6
Part I - LETTER FROM THE CHAIR	7
PART II - LETTER FROM THE JOINT TENDER MANAGERS	10
PART III - DETAILS OF THE TENDER OFFER	12
PART IV - TERMS AND CONDITIONS OF THE TENDER OFFER	18
PART V - UK TAXATION	27
PART VI - ADDITIONAL INFORMATION	28
DEFINITIONS	30

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IMPORTANT INFORMATION

If you would like to tender all or some of your Ordinary Shares in the Tender Offer, you should do so through one of the following options as soon as possible and in sufficient time before the Closing Date:

• If you hold your Ordinary Shares directly or indirectly in uncertificated form through CREST and you wish to participate in the Tender Offer, you should transmit the appropriate TTE Instruction (or procure that your broker, dealer, commercial bank, trust company or other intermediary who ultimately holds the Ordinary Shares through the CREST settlement system transmits the appropriate TTE Instruction) in CREST. Further details of the action you should take are set out in Part III of this Tender Circular.
• If you hold your Ordinary Shares in certificated form and you wish to participate in the Tender Offer, you should complete the Tender Form in accordance with the instructions set out therein and return the completed form by post or by hand (during normal business hours only) to Link
  Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL. You should also return your share certificate(s) and other documents of title in respect of the Ordinary Shares tendered with your Tender Form. Further details of the action you should take are set out in Part III of this Tender Circular.

You should note that once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

IF YOU DO NOTWISH TO TENDER ANY OF YOUR ORDINARY SHARES, YOU DO NOT NEED TO TAKE ANY ACTION.

If you are resident in a jurisdiction other than the United Kingdom, you should refer to section 9 of Part IV of this Tender Circular as you may not be able to participate in the Tender Offer.

THE TENDER OFFER WILL NOT BE MADE INTO, AND TENDERED SHARES WILL NOT BE ACCEPTED FROM, ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO. THIS TENDER CIRCULAR AND ANY RELATED DOCUMENTS DO NOT CONSTITUTE AN OFFER TO TENDER OR PURCHASE ORDINARY SHARES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE IN OR INTO THE UNITED STATES.

The Company has retained Link Group as receiving agent in the United Kingdom (the "Receiving Agent") and has made certain arrangements with the Receiving Agent regarding payment of its fees. Neither the Receiving Agent nor any of its directors, employees or affiliates assume any responsibility for the accuracy or completeness of the information concerning the Tender Offer, the Company or any of their respective affiliates or the Ordinary Shares contained in this Tender Offer or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information. None of the Company, the Receiving Agent, the Joint Tender Managers or any of their respective directors, officers, employees, agents or affiliates, is acting for any Shareholder, or will be responsible to any Shareholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Company, the Receiving Agent, the Joint Tender Managers or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether Shareholders should accept the Tender Offer. The Receiving Agent is acting as an agent of the Company and as such owes no duty to any Shareholder. The Receiving Agent will not provide any investment services to Shareholders, and Shareholders should consult their own professional adviser or financial intermediary in connection with participating in the Tender Offer.

YOU SHOULD READ THE WHOLE OF THIS TENDER CIRCULAR, WHICH CONTAINS THE MATERIAL TERMS OF THE TENDER OFFER, AND NOT JUST THIS SECTION, WHEN DECIDING WHAT ACTION TO TAKE.

If you hold Ordinary Shares in CREST or in certificated form and you have any queries relating to the procedure for tendering please contact Link Group on 0371 664 0321 (or +44

1. 371 664 0321 if calling from outside the United Kingdom). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please

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note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as expressly referred to in this document, neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website are incorporated into, or form part of, this document.

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