Pantheon International : Notice of AGM

Pantheon International Plc

(Incorporated in England and Wales under the Companies Act 2006 with registered number 02147984)

Notice of

Annual General

Meeting 2023

Notice of the Annual General Meeting (the "AGM" or the "Meeting") of Pantheon International Plc (the "Company") to be held at IET London, Savoy Place, London, WC2R OBL at 10.30 a.m. on Thursday, 19 October 2023 is set out in this document.

Important information:

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, it is recommended that you seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser. If you have sold or otherwise transferred all of your shares in the Company, please forward this document at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This document should not, however, be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of shares, you should retain this document.

2 Pantheon International Plc

Notice of Annual General Meeting 2023

Pantheon International Plc

(Incorporated in England and Wales under the Companies Act 2006 with registered number 02147984)

Directors:			Registered Office:
John Singer CBE	Zoe Clements	Mary Ann Sieghart	Link Group, Broadwalk house
David Melvin	Rahul Welde	Dame Susan Owen DCB	Southernhay West, Exeter, Devon EX1 1TS
John Burgess

2 August 2023

Dear Shareholder,

Annual General Meeting 2023

I am pleased to enclose the Notice of Annual General Meeting (the "AGM" or the "Meeting") of Pantheon International Plc (the "Company") which will be held at IET London, Savoy Place, London, WC2R OBL at 10.30 a.m. on Thursday, 19 October 2023. The formal notice convening the AGM (the "Notice of AGM" or "Notice") can be found on pages 5 and 6 of this document and it sets out the business to be considered at the AGM.

Meeting Arrangements

We ask that any shareholders wishing to attend, register their interest in attending by emailing the Company Secretary, Link Alternative Fund Administrators Limited at [e-mail].

Shareholders are encouraged to raise any issues they have with the Company in advance of the Meeting. In addition, shareholders who are unable to physically attend and who wish to ask any questions at the AGM should do so in writing to the Company Secretary, Link Group, Broadwalk House, Southernhay West, Exeter, England, EX1 1TS or by email to [e-mail]. Questions must be received by the Company Secretary no later than 3.00 p.m. on 12 October 2023. If appropriate, the Company will publish the responses on its website at www.piplc.com as soon as possible after the conclusion of the AGM.

Voting arrangements - Action to be taken

We hope that as many shareholders as possible will vote.

If you would like to vote on the resolutions to be proposed at the AGM and you hold your shares in certificated form, you may appoint a proxy electronically at www.signalshares.com by following the instructions on that website or, if you hold your shares in CREST, you may appoint a proxy via the CREST system. Notice of your appointment of a proxy should reach the Company's registrar, Link Group (the "Registrar"), by no later than 10.30 a.m. on 17 October 2023. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.

Further details and instructions regarding the appointment of a proxy are set out in the "Administrative Notes in connection with the Annual General Meeting" on pages 7 and 8 of this document.

You may request a hard copy form of proxy directly from the Company's registrar, Link Group by calling [phone] or by email at [e-mail]. 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. Lines are open between 9.00 a.m. - 5.30 p.m., on Monday to Friday, excluding public holidays in England and Wales. We strongly recommend voting electronically.

Voting on a show of hands

Each of the resolutions to be considered at the AGM will be voted on by way of a show of hands unless a poll is validly demanded.

A member present in person or by proxy shall have one vote on a show of hands. The results of the AGM will be announced to the London Stock Exchange and published on the Company's website as soon as possible after the conclusion of the AGM.

Resolutions

Resolutions 1 to 12 will be proposed as ordinary resolutions. An ordinary resolution requires a simple majority of votes cast, whether in person or by proxy, to be cast in favour of the resolution for it to be passed. Resolutions 13 to 15 will be proposed as special resolutions. A special resolution requires a majority of not less than 75% of the votes cast, whether in person or by proxy, to be cast in favour of the resolution for it to be passed.

Ordinary resolutions

Resolution 1 - To receive, consider and approve the Annual Report and Financial Statements

The Directors are required to present the annual report and audited financial statements, which incorporate the Directors' Report and Auditor's Report, to the Meeting. These are contained in the Company's Annual Report and Audited Financial Statements for the year ended 31 May 2023 (the "Annual Report").

Resolution 2 - Directors' Remuneration Report

In accordance with the requirements of the remuneration reporting regime which came into force on 1 October 2013, the Board is required to give notice to shareholders of the intention to propose an ordinary resolution to approve the Directors' Remuneration Report for the financial year ended 31 May 2023. This is an advisory resolution and therefore is not binding. The Directors' Remuneration Report is set out in the Annual Report.

Resolutions 3, 4, 5, 6, 7, 8 and 9 - Election/re-election of Directors

The Articles require that at every Annual General Meeting, any Director who has been a Director of the Company at each of the two proceeding Annual General Meetings and who was not appointed by the Company at a general meeting shall retire and seek re-election. Notwithstanding this, the Board has decided that all Directors should be subject to annual election by shareholders and all Directors, will therefore seek re-election, or election as relevant,

at the forthcoming AGM.

The Board carries out an annual review of the performance of each Director who acted during the year, of the Board as a whole and of each of the Board Committees. In reviewing the contribution of each Director, the Board considered the experience of each Director (as set out in the individual Directors' biographies in the Company's Annual Report and also available on the Company's website at www.piplc.com) and the ways in which they contributed to the Board during the year. Having considered the findings of the annual review, the Board considers that all Directors contribute effectively, possess the necessary skills and experience

and continue to demonstrate commitment to their roles as Non-Executive Directors of the Company.

Resolutions 10 and 11 - Re-appointment and remuneration of auditor

At each meeting at which the Company's financial statements are presented to its shareholders, the Company is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the re-election of Ernst & Young LLP and this will be proposed to the AGM as Resolution 10. Resolution 11 authorises the Audit Committee to determine the auditor's remuneration.

Resolution 12 - Authority to allot ordinary shares

The purpose of Resolution 12 is to grant the Board the authority to allot ordinary shares in accordance with Section 551 of the Companies Act 2006 (the "Act") up to an aggregate nominal value of £11,834,287.21, representing approximately one third of the issued ordinary share capital at the date of the Notice of AGM. As at the date of this Notice of AGM, the Company did not hold any shares in treasury.

While the Directors have no present intention of exercising this authority, they consider it important to have the maximum flexibility commensurate with good corporate governance guidelines, to raise finance to enable the Company to respond to investment opportunities, market developments and conditions.

No ordinary shares will be issued for cash at a price less than the prevailing net asset value per ordinary share at the time of issue pursuant to this authority. This authority shall expire at the conclusion of the Company's next Annual General Meeting to be held in 2024.

Pantheon International Plc	3
Notice of Annual General Meeting 2023

Special resolutions

Resolution 13 - Authority to dis-applypre-emption rights

Resolution 13 is a special resolution which is being proposed to authorise the Directors to disapply the pre-emption rights of existing shareholders in relation to issues of ordinary shares under Resolution 12 (being in respect of ordinary shares up to an aggregate nominal value of £1,775,143.08, representing up to approximately 5% of the Company's issued ordinary share capital as at the date of the Notice of AGM), at a price per share not less than the most recently calculated net asset value per share at the time of issue (or sale) of such shares.

This authority shall expire at the conclusion of the Company's next Annual General Meeting to be held in 2024.

The Directors do not intend to allot or sell shares pursuant to Resolutions 12 and 13 other than to take advantage of opportunities in the market as they arise and will only do so if they believe it to be advantageous to the Company's existing shareholders and when it would not result in any dilution of the net asset value per share (owing to the fact that no ordinary shares will be issued or sold for a price less than the prevailing net asset value per ordinary share).

Resolution 14 - Purchase of own shares

Resolution 14 is a special resolution that will grant the Company authority to make market purchases of up to 79,431,029 ordinary shares, representing approximately 14.99% of the ordinary shares in issue as at the date of the Notice of AGM.

The maximum price which may be paid for each ordinary share must not be more than the higher of; (i) 5% above the average of the mid-market values of the ordinary shares for the five business days before the purchase is made and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The minimum price which may be paid for each ordinary share is the nominal value of an ordinary share.

As at 1 August 2023, there are no outstanding warrants or options to subscribe for shares in the Company.

The Directors believe that the discount to net asset value at which ordinary shares trade in the market may, from time to time, present an attractive investment opportunity relative to new investment commitments. In such circumstances, the Directors may cause the Company to undertake targeted buybacks of ordinary shares instead of, or in addition to, new investments as a means of utilising cash generated from the Company's portfolio.

Any buyback would only be undertaken in circumstances where the Directors believe that it would increase the net asset value per share.

4 Pantheon International Plc

Notice of Annual General Meeting 2023

The Company will consider holding any of its own shares which it purchases pursuant to the authority to be conferred by Resolution 14, if passed, as treasury shares rather than cancelling them if the Directors determine in connection with any such purchase that it would be advantageous for the Company to do so.

This authority shall expire at the conclusion of the Company's next Annual General Meeting to be held in 2024.

Resolution 15 - Notice of General Meetings

Resolution 15 is a special resolution that will give the Directors the ability to convene general meetings, other than annual general meetings, on a minimum of 14 clear days' notice. In accordance with the requirements of the Articles, the Company will offer shareholders an electronic voting facility at each general meeting convened on such shorter notice period. The minimum notice period for annual general meetings will remain at 21 clear days, in accordance with the Articles. This authority would provide the Company with flexibility where action needs to be taken quickly but will only be used where the Directors consider it in the best interests of shareholders to do so and the matter is required to be dealt with expediently.

This authority shall expire at the conclusion of the Company's next Annual General Meeting in 2024.

Recommendation

Full details of the above resolutions are contained in the Notice of AGM. The Directors consider that all the resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings of shares.

Yours sincerely

JOHN SINGER CBE

Chair

Pantheon International Plc

2 August 2023

Pantheon International Plc

Notice of Annual General Meeting 2023

Notice of Annual General Meeting

5

Pantheon International Plc

(Incorporated in England and Wales under the Act with registered number 02147984)

Notice is hereby given that the Annual General Meeting of Pantheon International Plc (the "Company") will be held at IET London, Savoy Place, London, WC2R OBL at 10.30 a.m. on Thursday, 19 October 2023 to consider and, if thought fit, approve the following resolutions.

Resolutions 1 to 12 will be proposed as ordinary resolutions: this means that for each of those ordinary resolutions to be passed, more than half of the votes cast must be in favour of each resolution. Resolutions 13 to 15 will be proposed as special resolutions: this means that for each of those resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution.

Ordinary resolutions

1. To receive the Company's annual report and audited financial statements for the year ended 31 May 2023 (the "Annual Report") together with the Directors' Report and the Auditor's Report contained in the Annual Report.
2. To receive and approve the Directors' Remuneration Report for the year ended 31 May 2023.
3. To re-elect Mr. J.B.H.C.A. Singer as a Director of the Company.
4. To re-elect Mr. J.D. Burgess as a Director of the Company.
5. To re-elect Mr. D.L. Melvin as a Director of the Company.
6. To re-elect Dame Susan Owen DCB as a Director of the Company.
7. To re-elect Ms. M.A. Sieghart as a Director of the Company.
8. To elect Ms Z. Clements as a Director of the Company.
9. To elect Mr R. Welde as a Director of the Company
10. To re-appoint Ernst & Young LLP as auditors of the Company (the "Auditor"), to hold office from the conclusion of this Annual General Meeting until the conclusion of the next annual general meeting of the Company at which the Company's financial statements are laid before the Company.
11. To authorise the Audit Committee to determine the remuneration of the Auditor.
12. That the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company, and to grant rights to subscribe for, or to convert any security into, shares in the Company, up to an aggregate nominal amount equal to the sum of £11,834,287.21, or, if different, the number representing one third of the aggregate nominal value of issued share capital (excluding treasury shares) at the date of passing the resolution, provided that this authority shall (unless previously renewed, revoked or varied by the Company in general meeting) expire at the conclusion of the period commencing with the date on which this Resolution is passed and expiring at the conclusion of the next annual general meeting of the Company or the date occurring 15 months from the date on which this Resolution is passed, whichever is the earlier (the "Period of Authority"), save that the Company may before the expiry of such authority make

an offer or agreement which would or might require shares in the Company to be allotted and/or rights to subscribe for, or to convert any security into, shares in the Company to be granted after the expiry of the said period and the Directors may allot such shares and/or grant such rights in pursuance of any such offer or agreement as if the authority conferred by this Resolution had not expired, and so that the authority hereby given shall be in substitution for all subsisting authorities under Section 551 of the Act.

Special resolutions

13. That subject to the passing of Resolution 12 above, the Directors of the Company be and are hereby empowered, until the conclusion of the Period of Authority, pursuant to Section 570 of the Companies Act 2006 (the "Act") to allot equity securities

(within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred upon them under Resolution 12 above as if Section 561 of the Act did not apply to any such allotment and pursuant to Section 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) held by the Company as treasury shares (within the meaning of Section 724(5) of the Act) for cash as if Section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

1. the allotment of equity securities in connection with a rights issue, open offer or any other offer in favour of holders of
   Ordinary Shares (within the meaning of Section 560 of the Act) and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by or deemed to be held by them on the record date of such allotment, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws or requirements of any territory or the requirements of any regulatory authority or any stock exchange;
2. the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount equal to the sum of £1,775,143.08, or, if different, such amount as is equal to 5% of the aggregate nominal issued share capital at the date of the AGM, and in respect of any such allotment, on terms that the shares constituting the equity securities allotted or for or into which the equity securities allotted give a right to subscribe or convert
   (as the case may be) shall be subscribed for or issued or sold
   (as the case may be) at a price per share not less than the net asset value per share calculated pursuant to the Articles of Association of the Company as at the Calculation Date
   (as defined in the Articles of Association of the Company) immediately preceding the issue (or sale) of such shares; save that the Company may, before the expiry of the Period of Authority, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.