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Form of Proxy

PANTHEON INTERNATIONAL PLC

Notes

No. Proposition For Against Abstain
1

TO RECEIVE THE COMPANYS ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2026 (THE ANNUAL REPORT) TOGETHER WITH THE DIRECTORS REPORT AND THE AUDITORS REPORT CONTAINED IN THE ANNUAL REPORT

2

TO RECEIVE AND APPROVE THE DIRECTORS REMUNERATION REPORT FOR THE YEAR ENDED 31 MAY 2026

3

TO RECEIVE AND APPROVE THE DIRECTORS REMUNERATION POLICY

4

THAT THE MAXIMUM AGGREGATE ANNUAL REMUNERATION PAYABLE TO THE DIRECTORS UNDER ARTICLE 79(1) OF THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AND IS HEREBY INCREASED TO GBP 500,000

5

TO RE-ELECT MR. A.D. MORGAN AS A DIRECTOR OF THE COMPANY

6

TO RE-ELECT MS. Z. CLEMENTS AS A DIRECTOR OF THE COMPANY

7

TO RE-ELECT MR. T.B.N. FARAZMAND AS A DIRECTOR OF THE COMPANY

8

TO RE-ELECT MS. C.E. MORLEY AS A DIRECTOR OF THE COMPANY

9

TO RE-ELECT DAME S.J. OWEN DCB AS A DIRECTOR OF THE COMPANY

10

TO RE-ELECT MS. M.A. SIEGHART AS A DIRECTOR OF THE COMPANY

11

TO RE-ELECT MR. R.A. WELDE AS A DIRECTOR OF THE COMPANY

12

TO RE-APPOINT ERNST AND 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 COMPANYS FINANCIAL STATEMENTS ARE LAID BEFORE THE COMPANY

13

TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR

14

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 GBP 8,758,994, 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

15

THAT SUBJECT TO THE PASSING OF RESOLUTION 14 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 14 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: A. 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; B. THE ALLOTMENT OF EQUITY SECURITIES (OTHERWISE THAN PURSUANT TO SUB-PARAGRAPH (A) ABOVE) UP TO AN AGGREGATE NOMINAL AMOUNT EQUAL TO THE SUM OF GBP 1,313,849, 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

16

THAT THE COMPANY BE AND IS HEREBY GENERALLY AND, SUBJECT AS HEREINAFTER PROVIDED, UNCONDITIONALLY AUTHORISED IN ACCORDANCE WITH SECTION 701 OF THE COMPANIES ACT 2006 (THE ACT), IN SUBSTITUTION FOR ALL SUBSISTING AUTHORITIES UNDER SECTION 701 OF THE ACT, TO MAKE MARKET PURCHASES (WITHIN THE MEANING OF SECTION 693 OF THE ACT) OF ORDINARY SHARES PROVIDED THAT: A. THE MAXIMUM NUMBER OF SHARES HEREBY AUTHORISED TO BE PURCHASED IS 58,789,545 SHARES, REPRESENTING 14.99% OF THE NUMBER OF ORDINARY SHARES IN ISSUE (EXCLUDING ANY ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES (WITHIN THE MEANING OF SECTION 724(5) OF THE ACT)) AS AT THE DATE OF THIS NOTICE; B. THE MINIMUM PRICE WHICH MAY BE PAID FOR AN ORDINARY SHARE IS THE NOMINAL VALUE OF THAT ORDINARY SHARE; AND C. THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR AN ORDINARY SHARE SHALL BE THE HIGHER OF (I) 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES AS DERIVED FROM THE LONDON STOCK EXCHANGES DAILY OFFICIAL LIST FOR THE FIVE BUSINESS DAYS BEFORE THE PURCHASE IS MADE AND (II) THE PRICE OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT; UNLESS RENEWED, VARIED OR REVOKED, THE AUTHORITY HEREBY CONFERRED SHALL EXPIRE AT THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY OR THE DATE OCCURRING 18 MONTHS FROM THE DATE ON WHICH THIS RESOLUTION IS PASSED, WHICHEVER IS THE EARLIER, SAVE THAT THE COMPANY MAY, PRIOR TO SUCH EXPIRY, ENTER INTO A CONTRACT TO PURCHASE ORDINARY SHARES WHICH WILL OR MAY BE COMPLETED OR EXECUTED WHOLLY OR PARTLY AFTER SUCH EXPIRY AND MAY MAKE A PURCHASE OF ORDINARY SHARES IN PURSUANCE OF ANY SUCH CONTRACT

17

THAT, A GENERAL MEETING, OTHER THAN AN ANNUAL GENERAL MEETING, MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS NOTICE

18

AMEND THE COMPANYS ARTICLES OF ASSOCIATION TO REVISE ITS MEETING PROVISIONS BY ENABLING THE BOARD TO DETERMINE THAT MEMBERS MAY ATTEND AND PARTICIPATE IN GENERAL MEETINGS BY ELECTRONIC MEANS AND/OR FROM ONE OR MORE OVERFLOW MEETING LOCATIONS. THE PRINCIPAL CHANGES PROPOSED COMPRISE THE INTRODUCTION OF ARTICLES 49 TO 56(AND THE ADDITION OF CERTAIN ASSOCIATED DEFINED TERMS TO ARTICLE 1), TOGETHER WITH CONSEQUENTIAL MINOR AMENDMENTS TO ARTICLES 57, 59,60, 66, 69, 72, 84 AND 140. THE INTRODUCTION OF ARTICLES 49 TO 56RESULTS IN A CONSEQUENTIAL CHANGE TO THE NUMBERING OF LATER ARTICLES AND RELATED CROSS-REFERENCES