ANNUAL REPORT

AND ACCOUNTS

2026

ICG ENTERPRISE TRUST PLC

STRATEGIC REPORT

1 FY26 at a glance

2 Our business at a glance

4 Chair’s statement

6 Our portfolio construction

8 Our investment strategy

12 Our manager relationship

13 Key performance indicators

14 Manager’s review

20 Finance review

22 Stakeholder engagement

26 Our expert people

28 Culture and sustainability

30 How we manage risk

32 Principal risks and uncertainties

35 Viability and going concern statements

GOVERNANCE

37 Governance overview

38 Board of Directors at a glance

39 Board of Directors

40 Corporate governance statement

43 Report of the Directors

45 Directors’ Remuneration Report

47 Report of the Audit Committee

49 Statement of Directors’ responsibilities

FINANCIAL STATEMENTS

51 Independent auditor’s report to the

members of ICG Enterprise Trust plc

56 Income statement

57 Balance sheet

58 Cash flow statement

59 Statement of changes in equity

60 Notes to the financial statements

OTHER INFORMATION

73 30 largest fund investments

74 Portfolio analysis

76 Glossary

79 Shareholder information

80 Investment policy

81 Additional disclosures required by the

Alternative Investment Fund Managers Directive

82 How to invest in ICG Enterprise Trust plc

ICG Enterprise Trust (‘ICGT’) is a leading

UK-listed investor in private equity-backed

companies.

We seek to deliver long-term compounding growth

by investing in profitable, cash-generative, private

companies across North America and Europe.

As companies remain private for longer, and often stay

private, private equity remains a structurally attractive

asset class, with a strong track record of robust,

sustainable returns.

icg-enterprise.co.uk

ICG Enterprise Trust plc

Optimising shareholder value

“Our investment strategy and

approach to capital allocation

are intended to optimise

shareholder returns.”

JANE TUFNELL

CHAIR

Maximising portfolio performance

“Our strong manager relationships

and selective investment approach

position us well to deliver long-

term compounding returns.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

PORTFOLIO VALUE

£1,353m

(31 JANUARY 2025: £1,523m)

NAV PER SHARE

2,045p

(31 JANUARY 2025: 2,073p)

SHARE PRICE

1,534p

(31 JANUARY 2025: 1,342p)

PORTFOLIO RETURN ON A LOCAL CURRENCY BASIS

1,2

4.8%

(31 JANUARY 2025: 10.2%)

NAV PER SHARE TOTAL RETURN

1,2

0.5%

(31 JANUARY 2025: 10.5%)

SHARE PRICE TOTAL RETURN

1,2

17.3%

(31 JANUARY 2025: 12.5%)

FY26 AT A GLANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1 This is an APM. Further details are set out in the Glossary on page 76.

2 Unless otherwise stated, all share price and NAV per Share performance figures are stated on a Total Return basis (i.e. including the effect of reinvested dividends).

1,909

2,073

2,045

FY24 FY25

FY26

500

1,000

1,500

2,000

2,500

NAV PER SHARE (p) TOTAL AVAILABLE LIQUIDITY

(£m)

DIVIDEND PER SHARE (p)

NEW INVESTMENTS (£m) REALISATIONS (£m)

TOTAL SHAREHOLDER

DISTRIBUTIONS (£m)

196

125

227

FY24 FY25

FY26

100

150

200

250

FY24 FY25

FY26

137

181

194

FY24 FY25

FY26

100

150

200

250

239

151

382

FY24 FY25

FY26

100

150

200

250

300

350

400

450

FY24 FY25

FY26

FOCUSED INVESTMENT STRATEGY

OUR BUSINESS AT A GLANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

ALL PRIVATE EQUITY

More consistent

returns profile,

with less risk than

other private

equity strategies

Primarily in North

America and Europe;

more mature markets,

more experienced

managers

More likely to

be resilient and

attract stronger

management teams

Track records of

investing well

through cycles

TOP-TIER

MANAGERS

MID-MARKET AND

LARGER DEALS

DEVELOPED

MARKETS

BUYOUTS

RESILIENT

COMPANIES

PARTNERING WITH LEADING

PRIVATE EQUITY MANAGERS

We focus on the buyout segment of the private equity

market, in which target companies are typically profitable,

cash generative and more mature. Within buyouts, our focus

is on mid-market and larger transactions, partnering with

leading private equity managers in developed markets.

Through this approach, we aim to maintain a portfolio

of companies with resilient growth characteristics, as we

believe these companies will generate the most consistent

and strong returns over the long term.

TYPICAL RESILIENT GROWTH CHARACTERISTICS

OF COMPANIES WE LIKE TO INVEST IN:

ESTABLISHED

MARKET POSITION

PRICING POWER

PROVIDER OF

MISSION-CRITICAL SERVICES

HIGH-MARGIN

BUSINESS MODEL

ACTIVE MANAGEMENT BY A DEDICATED TEAM

We generate long-term value by investing in companies directly as well

as through funds managed by ICG plc (‘ICG’) and other leading private

equity managers.

HOW WE INVEST

Investing in profitable, cash-generative companies in North America

and Europe.

OUR BUSINESS AT A GLANCE CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

SOURCE OPPORTUNITIES

The team actively sources new opportunities,

maintaining close relationships with top-tier

private equity managers. As part of ICG, the

team also benefits from insights and proprietary

deal flow from the wider ICG network.

REINVEST OR RETURN

Proceeds from the sales of portfolio

companies are reinvested in new investment

opportunities, or returned to shareholders

through dividends and share buybacks.

ANALYSE & INVEST

Ahead of any investment, deep and granular

due diligence is undertaken. A detailed

investment recommendation is then

discussed by the Investment Committee

and, if approved, moves to legal review.

MONITOR & ACTIVELY

MANAGE PORTFOLIO

Underlying performance is closely

monitored and the Portfolio’s

exposures are actively managed to

ensure consistent, strong performance.

PORTFOLIO COMPOSITION

INVESTMENT TYPE

TARGET

FIVE-YEAR AVERAGE

31 JANUARY 2026

53%

17%

30%

52%

14%

34%

GEOGRAPHIC SPLIT

TARGET

FIVE-YEAR AVERAGE

31 JANUARY 2026

49%

45% 6%

47%

48% 5%

A STRONG BALANCE SHEET

NET DEBT

£33m

TOTAL AVAILABLE LIQUIDITY

£227m

OVERCOMMITMENT RATIO

32%

(£1,353m Portfolio value)

Active balance sheet management helps ICG Enterprise Trust weather different macro-economic

environments while supporting new investments, buybacks and dividends.

40-50% 25-30% 30-35%

SECONDARY DIRECT PRIMARY

OTHERNORTH AMERICAEUROPE

50%

50%0%

ICG Enterprise Trust has a track

record of generating long-term

resilient growth

Dear fellow shareholders,

ICGT’s strategy is to invest in profitable,

cash-generative private companies that

can deliver long-term growth. A share in

the Company provides access to a unique

portfolio of such companies in the US and

Europe, which is impossible to replicate in

public markets.

For the 12 months to 31 January 2026, ICGT

generated a NAV per Share Total Return of 0.5%

and the discount to NAV of its shares narrowed

from 35% to 24%. Shareholders received a Share

Price Total Return of 17.3% for the year.

Over the last five years, ICGT has delivered an

annualised NAV per Share Total Return of 10.0% and

an annualised Share Price Total Return of 12.6%.

In the months between the end of our financial year

and the publication of this report, the environment

for private equity has become more complicated

and macro-economic uncertainty has increased in a

number of areas. In that context, I am confident in

the experienced and dedicated team that manages

ICGT, and I believe the Company has an attractive

portfolio. We will remain focused on executing our

investment strategy and allocating our capital

thoughtfully.

PERFORMANCE

ICGT’s portfolio returned 4.8% in local currency

terms and 1.2% in sterling terms during FY26.

Portfolio companies in aggregate have continued to

generate double digit growth in profits

, and have

modest leverage in the context of private equity.

NAV per Share Total Return was 0.5% for FY26.

This was a disappointing result albeit in a

challenging market. The Board continues to have

great confidence in our Portfolio of mature cash-

generative companies to deliver attractive returns

for our shareholders.

At 31 January 2026, ICGT had net debt of £33m and

Total Available Liquidity of £227m, which the Board

judges appropriate in the current environment.

SHAREHOLDER ENGAGEMENT

2025 saw a high level of engagement with

shareholders. I and the Manager met with a wide

range of investors, and we welcomed several new

investors to our shareholder register. We were also

pleased to win Investment Week’s ‘Investment

Company of the Year 2025’ award in the private

equity category.

These conversations, together with the newsletter

survey the Manager ran in October 2025, have

helped to refine our programme of initiatives to

engage with our existing shareholder base and attract

new investors. The Board will oversee delivery of

these initiatives and monitor their effectiveness.

CAPITAL ALLOCATION

During the year, the Manager made new

investments of £194m and committed £201m to

new funds, in line with the programme approved

and regularly reviewed by the Board. The Portfolio

generated net cash flow of £188m.

Alongside this investment activity, ICGT bought

back 3% of its opening share count at an average

discount of 32.3%. The Board regularly reviews the

effectiveness of the programmes with the Manager

and our advisers. The share buybacks undertaken

during the year enhanced the NAV per Share Total

Return by 1.1%.

CHAIR’S STATEMENT

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

JANE TUFNELL

CHAIR

Find our Statement of Expenses at:

icg-enterprise.co.uk/soe

1 EBITDA, based on Enlarged Perimeter covering 70% of the Portfolio.

We maintain the progressive dividend policy,

with total FY26 dividends of 39p per share. This

represents an 8% increase on the prior year and

the 13

consecutive year of ordinary dividend

per share increases.

LOOKING AHEAD

I believe there is substantial value in ICGT’s

shares, and your Board is committed to working

with the Manager and other partners to support

the marketing of ICGT to a wide range of current

and potential shareholders.

ICGT is managed by an experienced team with the

resources, network and track record to navigate

complex markets. The Company has a robust capital

structure and liquidity, and an investment strategy

that supports our objective of delivering long-term

compounding returns.

Thank you for your continued support.

JANE TUFNELL

Chair

6 May 2026

CHAIR’S STATEMENT CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1.48%

1.37%

1.38%

1.39%

FY23

FY24

FY25

FY26

Optimising NAV performance

INVESTMENT STRATEGY

Our Portfolio is designed to generate long-term resilient

growth. Since ICG became our Manager in 2016, we have

become fully invested and have increased allocations to

North America and to Secondary Investments. These shifts

have positively impacted the Portfolio returns, and our focus

on global mid-market buyouts – with no exposure to venture

capital or growth equity – has demonstrated resilience in

various economic conditions.

COST BASE

We work with our Manager and other providers to

ensure that costs are appropriate and to maximise the

net return of our investment strategy. Effective FY24,

we announced a cap on our management fee rate and

a change to the cost sharing arrangement with the

Manager, which combined have saved shareholders

approximately £2m in each of FY24, FY25 and FY26.

STRONG TRACK RECORD OF PERFORMANCE

Our disciplined investment approach and flexible

mandate have delivered strong long-term returns.

COST BASE OVER TIME

Our focus on cost discipline continues to support

NAV growth. The reduction in our ongoing charges

figure from FY23 to FY24 reflects the benefits

of the revised fee arrangements agreed with

our Manager. As the portfolio grows, we remain

committed to maintaining an efficient cost base

for shareholders.

Jan

£161

NAV per Share

Total Return

31 Jan 2026

£100

31 Jan 2021

CURRENT

ONGOING

CHARGE

Aligning shareholder return to NAV return

£23m

IN DIVIDENDS

£28m

IN BUYBACKS

£194m

TOTAL NEW INVESTMENTS

£181

Share Price

Total Return

31 Jan 2026

Private Equity Masterclass in September 2025 with

three Chairs of LPE trusts; watch the video at:

asset.tv

EFFECTIVE MESSAGING AND

SHAREHOLDER ENGAGEMENT

In recent years we have significantly advanced

ICG Enterprise Trust's communications through

clarified messaging, shorter-form video content

and enhanced disclosure on the performance of

the portfolio companies.

As best practice for shareholder engagement

evolves, ICG Enterprise Trust is continuing to

broaden and deepen our sales and marketing

activities, all intended to enhance the market’s

understanding of our offering.

CAPITAL ALLOCATION

Capital allocation remains a central pillar of how we

generate long-term shareholder value. We continue to

balance new investment opportunities with the disciplined

return of capital, ensuring the proceeds generated by

our Portfolio are deployed in the most effective way.

Over the year, we invested selectively into high-quality

private companies, while returning capital through

our progressive dividend policy and two buyback

programmes. Combined, these are intended to optimise

shareholder returns.

An active approach

Portfolio construction

Geographically, we focus on the

developed markets of North America

and Europe, which have deep and mature

private equity markets, supported by a

robust corporate governance ecosystem.

OUR PORTFOLIO CONSTRUCTION

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

52%

PRIMARY

FUNDS

14%

SECONDARY

INVESTMENTS

34%

DIRECT

INVESTMENTS

29%

OF THE PORTFOLIO IS INVESTED

INTO ICG-MANAGED FUNDS

AND DIRECT INVESTMENTS

PRIMARY

Commitments to new

private equity funds

5.2%

PRIMARY PORTFOLIO RETURN

ON A LOCAL CURRENCY BASIS

(FY26)

SECONDARY

Acquiring fund interests

and commitments from

other investors

0.8%

SECONDARY PORTFOLIO

RETURN ON A LOCAL

CURRENCY BASIS (FY26)

DIRECT

Investing directly in

companies alongside funds

managed by ICG and third-

party fund managers

6.0%

DIRECT PORTFOLIO RETURN ON

A LOCAL CURRENCY BASIS (FY26)

OUR MANAGER RELATIONSHIP: P12

The Investment Committee also regularly reviews our Portfolio to see whether unrealised value can be

crystallised through sales in the secondary market. This supports our intention of being fully invested in

investments with attractive go-forward returns.

OUR PORTFOLIO CONSTRUCTION CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Portfolio performance

As we focus on building out our Portfolio with an eye on the future,

the performance of our companies within the Portfolio continues to be resilient.

Top 30

Enlarged

Perimeter

Last Twelve Months ('LTM') revenue growth 10% 10%

LTM EBITDA growth 14% 13%

Net Debt / EBITDA 4.7x 4.8x

Enterprise Value / EBITDA 15.9x 15.7x

Note: values are weighted averages for the respective Portfolio segment; Enlarged Perimeter represents the aggregate

value of the Top 30 Companies and a representative sample of Primary Funds. See Glossary for definition.

INDICATIVE CASH PROFILE

Primary commitments are

typically drawn down over

three to five years and are

repaid as the underlying

fund realises its investments.

WHAT IT BRINGS TO

OUR PORTFOLIO

Primaries allow us to access a

range of managers, helping us

invest through the cycle and

giving us access to Direct

Investment opportunities.

INDICATIVE CASH PROFILE

Investments in mature private

equity funds which have an

established portfolio typically

return capital earlier than a

primary commitment.

WHAT IT BRINGS TO

OUR PORTFOLIO

Secondaries enable us to

access a diversified pool of

investments with a quicker

cash return profile than

primary commitments.

INDICATIVE CASH PROFILE

Direct Investments

are realised when the

underlying portfolio

company is sold by its

underlying manager.

WHAT IT BRINGS TO

OUR PORTFOLIO

Directs allow us to increase

our exposure to particularly

compelling companies,

and are offered to us by

managers from within

our primary portfolio.

CORE PRINCIPLES

Partner with

top-tier managers

Diversify across

vintages and

geographies

Select for alignment

and long-term fit

Offer high-quality

co-investment

opportunities

CORE PRINCIPLES

Invest in proven,

high-performing

funds

Enhance risk-return

profile

Offer liquidity to

GPs and LPs

Stay flexible to seize

opportunities

CORE PRINCIPLES

Partner with

top-tier managers

Back resilient

companies

Invest in companies

which benefit from

long-term growth

trends

Have multiple

growth levers

Top 30

Companies

37%

PORTFOLIO COVERAGE

70%

PORTFOLIO

COVERAGE

1. PRIMARY 2. SECONDARY 3. DIRECT

Executing our investment strategy

OUR INVESTMENT STRATEGY

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Proceeds generated from

realisations during the period,

providing capital for reinvestment

and shareholder returns.

FY26 was an

improved year for

transaction activity,

with £382m Total

Proceeds generated.

CASE STUDY:

PAGE 11

Commitments made in this period

are expected to be invested over

the next three to five years.

Total New Investments

of £194m during the

period, of which £62m

were alongside ICG.

£201m

COMMITMENTS

£382m

TOTAL PROCEEDS

£194m

TOTAL NEW

INVESTMENTS

£73m

GROWTH

Portfolio Growth on a Local

Currency Basis of 4.8%.

CASE STUDY:

PAGE 9

CASE STUDY:

PAGE 10

Commitment case study: ICG Europe IX

Committing to a long-standing

manager relationship

OUR INVESTMENT STRATEGY CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXECUTING OUR INVESTMENT STRATEGY

COMMITMENTS

OUR RATIONALE

Strategy alignment

Targeting mid/upper mid-market

European companies in non-

cyclical industries.

Attractive risk-return profile

Focus on bespoke and highly

structured subordinated debt and

equity instruments, providing both

embedded downside protection

whilst retaining access to upside.

Proven track record

Long track record and consistency

of returns.

Co-investment deal flow

Strong source of co-investment

deal flow.

€25m

COMMITMENT TO ICG EUROPE IX

European Corporate is one of ICG’s flagship strategies and has

a 36-year track record. The team of 70+ investment executives,

based across seven European offices, provides flexible, tailored

solutions supporting family owners, founders and management

teams in realising their objectives for long-term, sustainable

value creation.

Investment case study: Global Market Foods

Co-investment made alongside

Audax Private Equity

OUR INVESTMENT STRATEGY CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXECUTING OUR INVESTMENT STRATEGY

TOTAL NEW INVESTMENTS

OUR RATIONALE

Attractive risk-return profile

Very strong financial profile; displayed

positive revenue growth through multiple

economic downturns; multiple exit routes

provide an attractive fan of outcomes.

Multiple growth levers

Organic growth through growing market share

and expanding into new cuisines and parts of

the US and Canada; significant M&A potential.

High-quality manager

Audax has a strong buy-and-build background

and track record with food distributors.

$15m

TOTAL CO-INVESTMENT

Global Market Foods is an importer and distributor of

international foods, primarily serving the independent

grocer channel, headquartered in Chicago.

Realisation case study: Froneri

ICG Enterprise Trust initially

invested alongside PAI Partners

in 2013 and reinvested in 2019

OUR INVESTMENT STRATEGY CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXECUTING OUR INVESTMENT STRATEGY

TOTAL PROCEEDS

OUR RATIONALE

High-quality manager

PAI Partners has built Froneri (originally R&R)

into a leading global ice cream manufacturer.

Strategy alignment

High-margin business model in a defensive sector.

Proven track record

Resilient earnings profile; strong EBITDA

performance supported predominantly

by net sales growth.

£38m

REALISATION PROCEEDS

Froneri is one of the largest pure play ice cream

manufacturers globally with expertise across brands,

licences and private label.

ACROSS COUNTRIES

FRONERI OPERATES IN

NUMBER OF COUNTRIES

12,000+

EMPLOYEES WORLDWIDE

“We first invested in Froneri in 2013

alongside PAI, one of our longest-

standing relationships. We continued

to support the company through a

number of transformational events, and

this exit represents a strong return for

shareholders in ICG Enterprise Trust plc.”

COLM WALSH

MANAGING DIRECTOR

Benefitting from the expertise and reach of ICG,

a leading global alternatives asset manager

OUR MANAGER RELATIONSHIP

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Our Manager’s expertise and network, as well as

ICG Enterprise Trust’s access to ICG-managed

funds and direct investments, have benefitted

our shareholders since our partnership began.

MAXIMISING

SHAREHOLDER VALUE

LEVERAGING ICG’S SCALE AND EXPERIENCE

A GLOBAL

PLATFORM

LONG-TERM

RELATIONSHIPS

PROPRIETARY

DEAL FLOW

THE BENEFITS FOR ICG ENTERPRISE TRUST

ACCESS INSIGHTS EXPERTISE

20+

LOCATIONS GLOBALLY

~$130bn

ASSETS UNDER MANAGEMENT

29%

OF PORTFOLIO IN

ICG-MANAGED ASSETS

6.9%

LOCAL CURRENCY RETURN ON

ICG-MANAGED ASSETS FOR THE

YEAR ENDED 31 JANUARY 2026

Overview of our performance

We make long-term investments to generate compounding value over multiple years,

and believe our performance should be judged on a multi-year basis.

PORTFOLIO RETURN ON

A LOCAL CURRENCY BASIS

4.8%

7.0%

11.8%

1 YEAR

3 YEARS (P.A.)

5 YEARS (P.A.)

RATIONALE

Portfolio Return on a Local Currency Basis measures the

total movement in the underlying investment Portfolio

valuation, without the influence of foreign exchange

movements or the Co-investment Incentive Scheme

Accrual. It is a measure of the performance of the

underlying managers and the investment team’s selective

investment approach and management of the Portfolio.

PROGRESS IN THE YEAR

The Portfolio generated a local currency return of 4.8%

in the 12 months to 31 January 2026 (31 January 2025:

10.2%). A reconciliation of the performance can be found

in the Glossary on page 77.

EXAMPLES OF RELATED FACTORS THAT WE ASSESS

• Monitoring of the Portfolio performance

• Valuations provided by underlying managers

• Detailed analysis of the Top 30 Companies’

performance, EBITDA and revenue growth, leverage,

valuation multiples, performance against investment

thesis and exit prospects

• Overall EBITDA and revenue growth, leverage and

valuation multiples of the Portfolio as reported by

the underlying managers

LINK TO STRATEGIC OBJECTIVE

• Portfolio composition

NAV PER SHARE TOTAL RETURN

0.5%

4.2%

10.0%

1 YEAR

3 YEARS (P.A.)

5 YEARS (P.A.)

RATIONALE

NAV per Share Total Return is shown net of all costs

associated with running the Company and includes

the impact of any movement in foreign exchange on

valuations. As it includes all of the components of the

Company’s performance it reflects the attributable value

of a shareholder’s investment in ICG Enterprise Trust plc.

PROGRESS IN THE YEAR

The Company reported NAV per Share Total Return of

0.5% in the 12 months to 31 January 2026 (31 January

2025: 10.5%).

EXAMPLES OF RELATED FACTORS THAT WE ASSESS

• Performance relative to listed private equity peer group

• Portfolio performance

• Valuations provided by underlying managers

• Impact of foreign exchange on valuations

• Effect of financing (cash drag) on performance

• Accretive impact of any share buybacks

• Ongoing charges incurred, including management fees

and expenses

LINK TO STRATEGIC OBJECTIVE

• Portfolio composition

• Net gearing

SHARE PRICE TOTAL RETURN

17.3%

FTSE ALL-SHARE

INDEX TOTAL

RETURN

17.3%

13.1%

12.6%

1 YEAR

3 YEARS (P.A.)

5 YEARS (P.A.)

RATIONALE

Measures performance in the delivery of shareholder

value, after taking into account share price movements

(capital growth) and any dividends paid in the period.

The Share Price Total Return will differ from NAV per

Share Total Return depending on the movement in the

share price discount to NAV per Share.

PROGRESS IN THE YEAR

The Company’s share price increased to 1,534p.

Together with dividends of 37p paid in the year, we

generated a Share Price Total Return of 17.3% in the

12 months to 31 January 2026 (31 January 2025:

12.5%). The FTSE All-Share Total Return was 21.1%

over the same period (31 January 2025: 17.1%).

EXAMPLES OF RELATED FACTORS THAT WE ASSESS

• Performance relative to the wider public markets

and in particular the FTSE All-Share Total Return

• Performance relative to the listed private equity

peer group

• Level of discount in absolute terms and relative to the

listed private equity peer group

• Trading liquidity and demand for the Company’s shares

in conjunction with marketing activity

LINK TO STRATEGIC OBJECTIVE

• Portfolio composition

• Net gearing

• Progressive dividend policy and share buyback

programmes

RATIONALE

RISK MANAGEMENT

The execution of the Company’s investment strategy

is subject to risk and uncertainty. The Board and

Manager have a comprehensive risk assessment

process, regularly re-evaluating the impact and

probability of each risk materialising and the

financial or strategic impact of the risk.

RISK APPETITE

The Board acknowledges and recognises that in the

normal course of business the Company is exposed

to risk and that it is willing to accept a certain level

of risk in managing the business to achieve its

targeted returns.

As part of its risk management framework, the

Board considers its risk appetite in relation to each

of the identified principal risks and monitors this on

an ongoing basis. Where a risk is approaching or is

outside the tolerance set, the Board will consider

the appropriateness of actions being taken to

manage the risk.

HOW WE MANAGE RISK: P30

PRINCIPAL RISKS AND UNCERTAINTIES: P32

KEY PERFORMANCE INDICATORS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

21.1%

13.0%

12.6%

Underlying portfolio

companies performing well

10%

LTM REVENUE GROWTH

£1,353m

PORTFOLIO VALUE AS AT 31 JANUARY 2026

“Our portfolio companies

recorded 13%

EBITDA

growth during the year.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

MANAGER’S REVIEW

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

1 Based on Enlarged Perimeter.

WHY PRIVATE EQUITY

Every day the lives of those living and working in the US

and Western Europe are touched by companies owned

by private equity: retailers, payments processors, home

security, pet food, health services – the list is long. What

typically unites these companies is that they are profitable

and cash generative. These companies are actively

managed by their shareholders, with management teams

heavily incentivised to generate returns. Increasingly,

companies with these characteristics are choosing to grow

under private equity ownership and to stay private for

longer. Within that, ICGT focuses on a subset of those

companies that we expect will generate resilient growth.

As more companies are owned by private equity, we

believe it is a structurally attractive allocation within

an investment portfolio, with a track record of attractive

returns, and significant opportunity to continue

that trajectory.

A share in ICGT gives you access to a unique portfolio

of private companies.

OUR INVESTMENT STRATEGY

Within developed markets, we focus on investing

in buyouts of profitable, cash-generative businesses

that exhibit resilient growth characteristics,

which we believe will generate strong long-term

compounding returns across economic cycles.

We take an active approach to Portfolio construction,

with a flexible mandate that enables us to deploy

capital in Primary, Secondary and Direct Investments.

Geographically, we focus on the developed markets

of North America and Europe which have deep and

mature private equity markets.

Medium-term

target

Five-year

average

31 January 2026

1. Target Portfolio composition

Investment category

Primary

~40-50% 53% 52%

Direct

~30-35% 30% 34%

Secondary

~25-30% 17% 14%

Geography

North America

~50% 45% 48%

Europe

~50% 49% 47%

Other —

6% 5%

1 Five-year average is the linear average of FY exposures for FY22-FY26.

2 As a percentage of Portfolio.

ICG Enterprise Trust benefits from access to ICG-managed funds and Direct Investments, which

represented 29% of the Portfolio value at period end and generated a 6.9% return on a Local

Currency Basis.

MANAGER’S REVIEW CONTINUED

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

POST PERIOD-END: VOLATILITY IN PUBLIC MARKET SOFTWARE COMPANIES

“Our software investments are a

good example of our disciplined

investment strategy. We have been

increasingly selective, focusing

on mission-critical companies.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

Looking ahead, we believe a number of our software

companies are well-positioned to benefit from AI,

particularly those with deterministic products and

deep domain expertise.

The average EV/EBITDA multiple of our software

investments at year-end was 21.6x. By comparison

the S&P 500 Software Industry Index stood at 27x

at the start of 2026.

As public market movements feed through to private

valuations over the coming quarters, we believe

ICGT’s limited exposure, the quality of the existing

software companies and our disciplined approach

should continue to support portfolio resilience.

12%

SOFTWARE EXPOSURE IN ICGT PORTFOLIO

Post period-end, public market software companies

experienced increased share price volatility amid

concerns over the impact of Artificial Intelligence

(‘AI’) on the sector.

The investment team’s view is that, in general, software

companies can be very attractive investments. Business

models are characterised by high margins, sticky

recurring revenues, low capital intensity and structural

growth driven by digitalisation. The understandably

strong investor appetite drove software valuations to

become elevated and, in our view, unsupportable. Over

the past six years, ICGT has taken a disciplined approach

to software investing, declining opportunities in several

high-quality companies where valuations were

considered unsustainable.

As a result, ICGT’s software exposure is 12%, which

we believe is below the private market average. This

exposure is focused on mission-critical businesses in

areas such as accounting, payroll and compliance, which

we consider resilient and, in every case, we only invested

after stress-testing the impact of reduced exit valuations.

We discussed this further during

our 2026 Shareholder Seminar:

icg-enterprise.co.uk/cmd

1 Indicative software index, noting differences in size and composition of software company.

From Commitment to Growth

Integrum is a US-based manager focused on high-

quality, resilient companies in less cyclical sectors

within financial services, such as insurance

brokerage, wealth management and payments.

The senior leadership team has substantial

investment, operating and advisory experience.

It also has a similar investment strategy to ICG

Enterprise Trust, investing in market-leading

companies with resilient business models,

high net retention and strong organic growth.

ICG Enterprise Trust committed $18m to

Integrum II in FY26, having committed $10m

to Integrum I in FY23.

“Integrum’s strategy aligns with

ICGT’s. Fund I is performing well;

and it is a manager that offers

co-investment opportunities –

all hallmarks of what we look

for in an investment partner.”

COLM WALSH

MANAGING DIRECTOR

From Investment to Realisation

Minimax is one of the leading global providers of fire

protection systems and services.

It is a company with a leading market position, with a

number of resilient growth attributes and high barriers

for new entrants. It has structural growth drivers,

underpinned by its mission-critical products and high

levels of recurring revenue.

ICGT originally invested in Minimax in July 2018

alongside funds managed by ICG. ICGT benefits from

ICG’s strong institutional knowledge of the company,

as ICG funds first invested in Minimax in 2006, and

has built a detailed understanding of the company

and a strong relationship with the management team.

“Minimax was ICGT’s largest

company exposure at 31 January

2025. We were pleased to

announce £49m cash proceeds

and reinvested £8m to continue

to benefit from the next stage

of its growth.”

LIZA LEE MARCHAL

MANAGING DIRECTOR

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Find out more at:

icg-enterprise.co.uk

Find out more at:

icg-enterprise.co.uk

FY23

FY26

$18m

COMMITMENT TO

INTEGRUM II

FY19

£17m

INVESTMENT

FY26

£49m

CASH PROCEEDS

(OF WHICH £8M REINVESTED)

$10m

COMMITMENT TO

INTEGRUM I

Performance overview

At 31 January 2026, our Portfolio was valued at £1,353m, and the Portfolio Return on a Local Currency

Basis for the financial year was 4.8% (FY25: 10.2%).

Due to the geographic diversification of our Portfolio, the reported value is impacted by changes in foreign

exchange rates. During the period, FX movements affected the Portfolio negatively by £55m, driven by

sterling’s 10.4% appreciation against the US dollar in the year. In sterling terms, Portfolio growth during

the period was 1.2%.

The net result for shareholders was that ICG Enterprise Trust generated a NAV per Share Total Return

of 0.5% during FY26, ending the period with a NAV per Share of 2,045p.

Movement in the Portfolio

12 months to

31 January 2026

£m

12 months to

31 January 2025

£m

Opening Portfolio

1,523 1,349

Total New Investments

194 181

Total Proceeds

(382) (151)

Portfolio net cash flow

(188) 30

Valuation movement

73 138

Currency movement

(55) 6

Closing Portfolio

1,353 1,523

1 Refer to the Glossary.

2 93% of the Portfolio valuations are dated 31 December 2025 or later (FY25: 97%).

NAV per Share Total Return

12 months to

31 January 2026

12 months to

31 January 2025

% Portfolio growth (local currency)

4.8% 10.2%

% Currency movement

(3.6) % 0.4%

% Portfolio growth (sterling)

1.2% 10.6%

Impact of gearing

0.2% 0.7%

Management fee

(1.2) % (1.3) %

Finance costs and other expenses

(0.5) % (0.6) %

Co-investment Incentive Scheme Accrual

(0.1) % (0.7) %

Impact of share buybacks

1.1% 1.8%

NAV per Share Total Return

0.5% 10.5%

For Q4 the Portfolio Return on a Local Currency Basis was 1.5% and the NAV per Share Total Return was (1.1%).

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

FY26 realisation activity

of Top 30 Companies

Feb 2025 Jan 2026

MANAGER – ICG

Supplier of fire protection

systems and services

£49m

MANAGER – PAI

Operator of premium campsites

and holiday parks

£19m

MANAGER – ICG

Provider of software focused

on virtual data rooms

£23m

MANAGER – TDR

Operator of premium

health clubs

£20m

MANAGER – TJC

Developer of mobile

communications datalinks

£8m

MANAGER – PAI

Manufacturer and distributor

of ice cream products

£38m

Apr Aug Sep OctJul

MANAGER – ICG

Provider of private

tertiary education

£19m

Jan

Executing our investment strategy

COMMITMENTS

Our structure and investment mandate enable us to commit through the cycle, maintaining vintage

diversification for our Portfolio and sowing the seeds for future growth.

During the year we made 11 new Fund Commitments totalling £201m, including £88m to funds managed

by ICG plc, as detailed below:

Fund Manager

Commitment during the period

Local currency £m

ICG LP Secondaries Fund II ICG $90.0m 67.3

ICG Europe IX ICG €25.0m 20.9

Advent GPE XI Advent €20.0m 17.1

TH Lee X THL $20.0m 15.8

Hg Saturn IV Hg $20.0m 15.4

Green Equity Investor X Leonard Green $20.0m 14.8

Integrum II Integrum $18.0m 13.8

GHO Capital IV GHO €15.0m 12.4

New Mountain Strategic Equity II New Mountain $15.0m 11.0

Hg Genesis XI Hg €10.0m 8.7

Stone Point - Trident X Stone Point $5.0m 3.7

At 31 January 2026, ICG Enterprise Trust had outstanding Undrawn Commitments of £635.3m. Total

Undrawn Commitments at 31 January 2026 comprised £470.5m of Undrawn Commitments to funds

within their Investment Period, and a further £164.8m were to funds outside their Investment Period.

Movement in Outstanding Commitments

Year to

31 January 2026

£m

Undrawn Commitments as at 1 February 2025

553.2

New Fund Commitments

201.0

New Commitments relating to Direct Investments

79.5

Total New Investments

(193.7)

Currency and other movements

(4.7)

Undrawn Commitments as at 31 January 2026

635.3

31 January 2026

£m

31 January 2025

£m

Undrawn Commitments: funds in Investment Period 470.5 419.1

Undrawn Commitments: funds outside Investment Period 164.8 134.1

Total Undrawn Commitments 635.3 553.2

Total available liquidity (including debt facility) (227.1) (124.6)

Overcommitment net of total available liquidity 408.2 428.6

Overcommitment % of Net Asset Value 32.1% 31.1%

Commitments are made in the funds’ underlying currencies. The currency split of the Undrawn

Commitments at 31 January 2026 was as follows:

31 January 2026 31 January 2025

Undrawn Commitments £m £m

US dollar

381.6 310.3

Euro

229.1 213.1

Sterling

24.6 29.8

Total

635.3 553.2

INVESTMENTS

Total New Investments were £194m during the period, of which 32% (£62m) were alongside ICG.

New investments by category are detailed in the table below:

Investment category

Cost

£m

% of New

investments

Primary

84.3

43.4%

Direct

69.2

35.6%

Secondary

40.7

21.0%

Total

194.2

100.0%

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

FY26

£62m

NET CASH PROCEEDS

1.6x

MULTIPLE OF COST

“This is the fourth time in the last

five years that ICGT has executed a

secondary sale, as part of our active

approach to managing our Portfolio

and our focus on maximising

shareholder returns.

This sale allows ICGT to take advantage

of a strong pricing environment and

enables us to redeploy this capital into

opportunities that we believe will

generate additional long-term value

for our shareholders.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY

FUND INVESTMENTS

SECONDARY SALE

During the year, ICGT sold eight mature

Primary Fund investments, which generated

£62m of net cash proceeds. The sale was

executed at a 5.5% discount, and crystallised

a return of 1.6× invested cost (15% IRR).

15%

IRR

5.5%

DISCOUNT

The five largest new investments in the period were as follows:

Investment Description Manager Country Cost £m

Project Domino Diversified secondaries portfolio ICG Multiple 18.7

Dayforce Provider of human capital management

solutions

Thoma

Bravo

United States 11.2

Global Market Foods Speciality distributor of international foods Audax United States 10.9

Headlands Research Operator of a network of clinical trial sites TH Lee United States 9.1

Minimax Supplier of fire protection systems and services ICG Germany 8.3

Total of top 5 largest underlying new investments 58.1

1 Represents ICG Enterprise Trust’s indirect investment (share of fund cost) plus any Direct Investments in the period.

Occasionally ICGT simultaneously has both a realisation from and an investment into the same company in the same period. This typically occurs

when an underlying fund sells a company that is purchased by another fund within ICGT’s portfolio. During FY26 shareholders will note that

Minimax appears both in the top 5 realisations and top 5 new investments, which is a result of this situation.

GROWTH

The Portfolio grew by £73m (+4.8%) on a Local Currency Basis in the 12 months to 31 January 2026, driven

by realised gains and supported by earnings growth on a weighted-average basis across the Enlarged

Perimeter of 13%.

No single movement at the level of an individual fund or direct investment had a positive or negative impact

of greater than 0.5% on the overall Portfolio valuation.

Growth across the Portfolio was split as follows:

• By investment type: growth was spread across Primary (+5.2%), Secondary (+0.8%) and Direct (+6.0%)

• By geography: North America and Europe experienced growth of +5.6% and +3.9% respectively

The growth in the Portfolio is underpinned by the performance of our portfolio companies, which delivered

robust financial performance during the period:

Portfolio metrics

Top 30

Enlarged

Perimeter

Portfolio coverage 37% 70%

Last Twelve Months ('LTM') revenue growth 10% 10%

LTM EBITDA growth 14% 13%

Net Debt / EBITDA 4.7x 4.8x

Enterprise Value / EBITDA 15.9x 15.7x

1 Values are weighted averages for the respective Portfolio segment; Enlarged Perimeter represents the aggregate value of the Top 30

Companies and a representative sample of Primary Funds. See Glossary for definition.

QUOTED COMPANY EXPOSURE

We do not actively invest in publicly quoted companies but gain listed investment exposure when IPOs are

used as a route to exit an investment. In these cases, exit timing typically lies with the manager with whom

we have invested.

At 31 January 2026, ICG Enterprise Trust’s exposure to quoted companies was valued at £52.4m, equivalent

to 3.9% of the Portfolio value (31 January 2025: 4.8%). Across the Portfolio, quoted positions resulted

in a £20.7m decrease in Portfolio NAV during the period. This negatively impacted the Portfolio Return

on a Local Currency Basis by approximately 1.4%. The share price of our largest listed exposure, Chewy,

decreased by 25% in local currency (USD) during the period.

At 31 January 2026, Chewy was the only quoted investment that individually accounted for 0.5% or more

of the Portfolio value:

Company Ticker

31 January 2026

% of Portfolio value

Chewy CHWY-US

1.2%

Other companies

2.7%

Total

3.9%

REALISATIONS

During FY26, the ICG Enterprise Trust Portfolio generated Total Proceeds of £382m.

Realisation activity during the period included 49 Full Exits generating proceeds of £196m. These were

completed at a weighted average Uplift to Carrying Value of 11.2% and represent a weighted average

Multiple to Cost of 3.0x for those investments.

The five largest underlying realisations in the period were as follows:

Investment Description Manager Country Proceeds £m

Minimax Supplier of fire protection systems and services ICG Germany 48.8

Froneri Manufacturer and distributor of ice cream products PAI United Kingdom 38.1

Datasite Global

Corporation

Provider of SaaS software focused on virtual

data rooms

ICG United States 22.5

PSB Academy Provider of private tertiary education ICG Singapore 19.2

European

Camping Group

Operator of premium campsites and holiday parks PAI France 18.8

Total of 5 largest underlying realisations

147.4

ICG PRIVATE EQUITY FUNDS INVESTMENTS TEAM

6 May 2026

MANAGER’S REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Activity since the period end

Notable activity between 1 February 2026 and 31 March 2026 has included:

• 2 new Fund Commitments for a combined value of £30m

• Total New Investments of £17m

• Total Proceeds of £27m

From 1 February 2026 up to and including 30 April 2026, 942,647 shares for £13.7m were bought back

at a weighted-average discount to NAV of 29.9%.

“Diligent capital

management enables

the implementation of

our capital allocation

policy across cycles.”

ALTERNATIVE PERFORMANCE MEASURES

The Board and the Manager monitor the financial performance of the

Company on the basis of Alternative Performance Measures (‘APM’),

which are non-UK-adopted IAS measures. The APM predominantly

form the basis of the financial measures discussed in this review, which

the Board believes assists shareholders in assessing their investment

and the delivery of the investment strategy.

The Company holds certain investments in subsidiary entities.

The substantive difference between APM and UK-IAS is the treatment

of the assets and liabilities of these subsidiaries. The APM basis ‘looks

through’ these subsidiaries to the underlying assets and liabilities they

hold, and it reports the investments as the Portfolio APM, gross of

the liability in respect of the Co-investment Incentive Scheme. Under

UK-IAS, the Company and its subsidiaries are reported separately.

The assets and liabilities of the subsidiaries, which include the liability

in respect of the Co-investment Incentive Scheme, are presented

on the face of the UK-IAS balance sheet as a single carrying value.

The same is true for the UK-IAS and APM basis of the cash flow statement.

The following table sets out UK-IAS metrics and the APM equivalents:

Investments 1,309 1,470

NAV 1,273 1,332

Cash flows from the sale of Portfolio

Investments 60 20

Cash flows related to the purchase of

Portfolio Investments 51 34

APM

31 January 2026

£m

31 January 2025

£m

Portfolio 1,353 1,523

Realisation Proceeds 316 151

Total Proceeds 382 151

Total New Investments 194 181

UK-IAS

31 January 2026

£m

31 January 2025

£m

The Glossary includes definitions for all APM and, where appropriate,

a reconciliation between APM and UK-IAS.

BALANCE SHEET AND LIQUIDITY

Net assets at 31 January 2026 were £1,273m, equal to 2,045p per share.

The Company had net debt of £33m and at 31 January 2026, the

Portfolio represented 106% of net assets (31 January 2025: 114%).

£m % of net assets

Portfolio

1,352.9 106.3%

Cash

33.8 2.7%

Drawn debt

(66.6) (5.2) %

Co-investment Incentive Scheme Accrual (44.4) (3.5) %

Other net current liabilities

(3.2) (0.3) %

Net assets

1,272.6

100.0%

Our policy is to be fully invested through the cycle, while ensuring

that we have sufficient financial resources to be able to meet existing

obligations and take advantage of attractive investment opportunities

as they arise.

The Company utilises a €300m (£260m) credit facility to enhance

balance sheet flexibility. During the year the credit facility was

extended by one year and matures in May 2029.

At 31 January 2026, ICG Enterprise Trust had a cash balance

of £33.8m (31 January 2025: £3.9m) and total available liquidity

of £227.1m (31 January 2025: £124.6m).

£m

Cash at 31 January 2025

3.9

Total Proceeds

382.3

New investments

(194.2)

Debt repaid

(73.6)

Dividends and buybacks

(51.3)

Management fees

(16.2)

FX and other expenses

(17.1)

Cash at 31 January 2026

33.8

Available undrawn debt facilities

193.3

Total available liquidity

227.1

FINANCE REVIEW

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

ANDREW WOLFE

FINANCE DIRECTOR

DIVIDEND AND SHARE BUYBACK

ICG Enterprise Trust has a progressive dividend policy alongside two share buyback programmes

to return capital to shareholders. In total ICGT returned £51m to shareholders in FY26 through dividends

and buybacks.

DIVIDENDS

The Board has proposed a dividend of 12p per share in respect of the fourth quarter, taking total

dividends for the year to 39p (FY25: 36p). This is the 13

consecutive year in which ordinary dividend

per share increased.

SHARE BUYBACKS

The following purchases have been made under the Company's share buyback programmes:

Long-term Opportunistic Total

FY26

Since

inception

FY26

Since

inception

FY26

Since

inception

Number of shares purchased 1,007,501 3,754,189 1,031,221 2,523,396 2,038,722 6,277,585

% of opening shares since buyback

started 3.0% 9.2%

Capital returned to shareholders

through buybacks £13.9m £46.4m £13.9m £32.2m £27.8m £78.6m

Number of days shares have been

acquired 82 264 12 23 94 287

Weighted average discount to last

reported NAV 31.7% 36.5% 32.8% 34.8% 32.3% 35.8%

NAV per Share accretion (p) 21.5 72.6

NAV per Share accretion (% of NAV) 1.1% 3.7%

1 Since October 2022 (which was when the long-term share buyback programme was launched) up to and including 31 January 2026.

2 Since May 2024 (which was when the opportunistic buyback programme was launched) up to and including 31 January 2026.

3 Based on date of settlement.

Note: aggregate consideration excludes commission, PTM and SDRT.

The Board believes the long-term buyback programme demonstrates the Manager’s discipline around

capital allocation; underlines the Board’s confidence in the long-term prospects of the Company, its cash

flows and NAV; will enhance the NAV per Share; and, over time, may positively influence the volatility

of the Company’s discount and its trading liquidity. The Board reconfirms the long-term share buyback

programme is intended to operate at any discount to NAV.

The opportunistic buyback programme is intended to enable us to take advantage of attractive trading

levels when we have the ability to purchase a meaningful number of shares. The size of the opportunistic

buyback programme will be subject to a number of considerations, including the availability of shares and

our cash flow experience and expectations.

The Board has renewed both long-term and opportunistic buyback programmes for FY27, with the

opportunistic buyback sized at up to £25m.

FOREIGN EXCHANGE RATES

The details of relevant foreign exchange rates applied in this report are provided in the table below:

Average

rate for

FY26

Average

rate for

FY25

31 January 2026

year end

31 January 2025

year end

GBP:EUR

1.1640 1.1838 1.1549 1.1960

GBP:USD

1.3288 1.2751 1.3687 1.2396

EUR:USD

1.1422 1.0772 1.1852 1.0363

NAV PER SHARE MOVEMENT IN 12 MONTHS TO 31 JANUARY 2026

2,072.9p

113.5p

(85.7)p

(37.0)p

(25.0)p

(15.5)p

21.5p

2,044.6p

January

2025

FV change

Portfolio FX

Dividends

Management

fees

Other P&L

Buybacks

January

2026

2,000.0p

2,025.0p

2,050.0p

2,075.0p

2,100.0p

2,125.0p

2,150.0p

2,175.0p

2,200.0p

FINANCE REVIEW CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

NAV per Share

ICGT’s Portfolio recorded a +4.8% valuation gain on a local currency basis, driven by realised gains

and the strength of the earnings growth from the underlying portfolio companies.

This underlying performance was largely offset by one of the largest 12-month appreciations

of GBP vs USD in a decade. We note that over the last five and ten years the FX impact has been

broadly neutral.

Fees and expenses detracted 0.6% to NAV per Share, whilst the impact of share buybacks added

21.5p. Dividends of 37p were paid out to shareholders during the year, which is shown as a detractor

in this graph but dividends add to shareholder returns and this is reflected in NAV per Share Total

Return figures.

Engaging with

our stakeholders

The Board is committed to understanding and

taking into account the interests of our stakeholders

in Board discussions and deliberations, decision-

making and reporting, acknowledging that these

views may at times diverge.

Section 172 of the Companies Act 2006 requires

directors to act in a way that they consider, in good

faith, to promote the success of the Company for

the benefit of its members as a whole.

OUR SHAREHOLDERS OUR MANAGER OUR INVESTEE ENTITIES OUR COMMUNITY AND ENVIRONMENT OUR LENDERS OTHER SERVICE PROVIDERS

Continuing our share buyback programmes

“Our share buyback programmes

have continued to create value for

shareholders, complementing our

progressive dividend policy and the

sustained growth of our investment

programme.”

JANE TUFNELL

CHAIR

STAKEHOLDER INTERESTS

Our buyback programmes form an integral part of the

Company’s capital-allocation framework, requiring

the Board to balance capital deployment between

maintaining a progressive dividend, new investments

and share repurchases. Decisions are taken with close

consideration of these competing priorities to support

long-term value creation and retaining capacity for

future investment and support for investee companies.

THE BOARD’S STAKEHOLDER CONSIDERATIONS

During the year, the long-term buyback programme was

reviewed and approved, given our previous commitment

to use it at any discount to NAV. The Board continues to

believe the shareholder benefits of lower volatility and

enhanced liquidity will generate long-term demand for

our shares.

The opportunistic buyback programme was evaluated with

similar considerations in mind. The Board assessed the

value of preserving capital for deployment by the Manager

into investee companies, alongside the importance of

maintaining a through-cycle investment approach. These

considerations were weighed against the discount at which

the shares traded and the immediate value available to

shareholders through repurchases at that level.

OUTCOME

We have continued our long-term buyback programme

and have renewed our opportunistic buyback programme

for FY27 at up to a value of £25m.

Having reviewed the impact of our buyback programmes

across a number of qualitative and quantitative metrics,

we discussed the investment programme with the

Manager. In light of the prevailing discount, the Board

determined that a renewal of the buyback programmes

was in the best long-term interests of our stakeholders.

“Individual shareholders make up a

significant part of the Company’s

shareholder base, and the Board is

committed to providing clear, accessible

and timely information to strengthen

engagement and transparency.”

DAVID WARNOCK

SENIOR INDEPENDENT DIRECTOR

STAKEHOLDER INTERESTS

Individual shareholders have a strong interest in the

Company’s investment strategy, performance and

capital allocation, and expect clear transparency around

voting rights. Effective engagement builds confidence,

supports share liquidity and promotes equitable

treatment across the shareholder base. The Board also

recognises that many individual investors hold their

shares through platforms and savings schemes, making

direct communication more challenging. Individual

shareholders remain a significant source of long-term

demand for the Company’s shares; accordingly, the Board

is focused on how best to engage with this audience.

To address this, the Board approved initiatives during the

year to enhance visibility and give individual shareholders

opportunities to engage directly with the Company.

THE BOARD’S STAKEHOLDER CONSIDERATIONS

The Board reviewed how best to strengthen

engagement with individual investors and concluded

that a combination of proactive communication and

strong regulatory transparency would be most effective.

It emphasised the need to present information in

accessible, individual-focused formats, including digital

channels and targeted events. The Board also recognised

the importance of maintaining an accurate beneficial

ownership register to safeguard shareholder rights and

therefore approved using the Section 793 process under

the Companies Act 2006 to identify underlying holders

and improve the quality of shareholder data.

OUTCOME

During the year, the Company carried out a large-scale

Section 793 exercise, issuing over 6,000 notices to

shareholders representing around 20% of the issued share

capital. We also engaged with the CT Savings Plans, which

represent around 31% of the Company’s issued share

capital. This significantly improved our understanding

of the shareholder register and provided greater visibility

of underlying individual holders. It also enhanced the

Company’s ability to communicate with them, including

through its monthly newsletter. The outreach resulted

in a more than 50% increase in newsletter subscribers.

The Board further expanded individual shareholder-

focused communication through webinars, podcasts

and participation in events such as the AIC Investment

Company Showcase, ensuring individual investors

received timely updates and educational content.

Shareholder feedback was positive, with many noting the

Company’s strong engagement relative to peers. Looking

ahead, the Board intends to build on this momentum by

exploring new individual outreach channels, increasing

interactivity in communications and further enhancing

digital content and distribution to improve accessibility.

STAKEHOLDER ENGAGEMENT

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Enhancing our engagement with individual shareholders

OUR SHAREHOLDERS

WHY THEY ARE A STAKEHOLDER

Shareholders’ interests are embedded in our purpose, which recognises that they should benefit from

the returns generated by the Company. As key stakeholders, serving their best interests remains a

priority for the Board.

The Board is mindful of the Company’s broad shareholder base and, when making decisions, considers

the interests of shareholders as a whole.

COMMUNICATING WITH SHAREHOLDERS

We engage with our shareholders across a

broad range of channels including webinars,

conferences, podcasts, newsletters, our website,

disclosures to the market, publication of

results factsheets and our Annual Report.

We also conduct General Meetings, roadshows

and in-person meetings with key shareholders

and potential shareholders.

OUR MANAGER

WHY THEY ARE A STAKEHOLDER

The Manager is responsible for overseeing shareholders’ capital, as well as supporting the Company

by providing a range of services. Our Manager works with the Board to enable the Company to benefit

from the ICG Group’s investment products, broad network and specialist expertise. The Manager is a

key stakeholder, critical to the success of the Company’s operations.

BOARD AND COMMITTEE MEETINGS

The Board welcomes employees of the Manager

to attend and present to the Board and its

Committee meetings. These structured and

formal engagements are supplemented by

regular calls, planning meetings and ad hoc

involvement and advice on ongoing matters.

HOW WE ENGAGE

The Board is committed to ensuring that investors

have a clear understanding of our investment

strategy and ongoing developments. We strive

to make our vision and performance transparent

and accessible through comprehensive public

disclosures and materials.

Other means of effective engagement during

the year include our structured programme

of presentations to existing and potential

shareholders of the annual, interim and quarterly

results, as well as our regular dialogue with

analysts. During the year, the Chair held

meetings with a number of major shareholders

to listen to their views and to provide insight

into the Company’s performance.

LOOKING AHEAD

The Board believes that the focus on clarity

and quality of shareholder communication has

been beneficial to the Company’s position in

the market and the Board will continue to build

on this over the coming year.

HOW WE ENGAGE

The Board’s oversight of the Manager is exercised

through a series of formal and informal meetings

during the year. The Management Engagement

Committee is responsible for formally monitoring

and evaluating the performance and remuneration

of the Manager. The Board engages with the

Manager at a range of levels. Key relationships

have been developed with the investment team, as

well as with the strategic business functions such

as Finance, Legal and Company Secretariat,

Shareholder Relations and Treasury. The Board’s

regular engagement and open dialogue across

these relationships have proven to be effective

and beneficial. For more information on the

Management Engagement Committee’s activities,

see page 42.

LOOKING AHEAD

Our Manager is regularly launching new

investment strategies and in the coming years,

the Board will carefully assess which of these

opportunities may be appropriate for the

Company to invest in.

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OUR INVESTEE ENTITIES

WHY THEY ARE A STAKEHOLDER

Our capital supports our portfolio companies with their growth ambitions. The Board carefully

reviews the Company’s investment strategy and provides the Manager with its views on the direction

of future investment opportunities that will benefit the investee entities, as well as generating returns

for the Company’s shareholders.

The Manager engages with the General Partners of our investee funds and Direct Investments.

The Board is also mindful of the impact of the investee entities’ operations on the environment

and community and requires the Manager to report on key metrics in this regard.

PROVIDING OVERSIGHT AND STRATEGIC DIRECTION

The Board provides oversight and strategic

direction for the Manager’s engagement with

the General Partners of our investee entities.

The Manager is committed to working with

General Partners who are closely engaged

with the investee companies, with an active

management style, including the promotion

of direct board representation of the General

Partners on the investee entity boards.

The Board is kept updated on the Manager’s

ongoing dialogue across the existing and

potential investee base, and views the strength

of the Manager’s relationships as fundamental

to the success of our current investments, as well

as to generating new investment opportunities.

OUR COMMUNITY AND ENVIRONMENT

WHY THEY ARE A STAKEHOLDER

The Board recognises its wider responsibilities to the community and the environment and

understands the important role that the Company plays as it invests its capital across the market.

REVIEWING PERFORMANCE AND REPORTING

The Company has a well-established approach

to sustainability in our investment approach

that is appropriately tailored to the nature

of the investment. See page 29 for more details.

Sustainability performance and reporting are

reviewed periodically – there is an ongoing

dialogue between the Company and the

Company’s stakeholders in this area.

HOW WE ENGAGE

The Manager has various levels of relationships

with the General Partners of the investment

funds and interactions are ongoing, including

formal sessions (e.g. dedicated investor days)

as well as through regular informal discussions.

Where the relationship is closer, discussions

are more frequent and detailed. Discussions

with General Partners focus on investment

performance, the pipeline of new opportunities

and ESG factors.

The Manager works with the General Partners

to ensure that there are robust governance and

reporting frameworks at the investee entity level.

The Manager understands that it is important

to the Board that we, as a Company, maintain

a reputation for a high standard of business

conduct and that this ethos flows through into

our investment portfolio.

LOOKING AHEAD

We maintain our focus on the Manager’s active

General Partner selection process to ensure

the Company invests shareholders’ capital in

the right opportunities.

The Manager will continue to engage with

the General Partners, working closely and

collaborating with their investee entities to set

appropriate targets and to ensure transparent

and effective reporting.

HOW WE ENGAGE

The Board acknowledges that responsible

investing is subject to increasing focus from

its shareholders, as well as greater regulatory

emphasis. The Board is therefore focused on

partnering with General Partners who share the

Company’s approach to responsible investing.

The Board recognises that the long-term

consequences of its decision-making and the

operations of the Company have a genuine

influence on the community and environment

in which the Company operates.

Beyond investment scrutiny, the Board is seeking

out opportunities to engage with its community

and environment stakeholders, including periodic

updates from the Manager about sustainability

matters in our portfolio.

LOOKING AHEAD

We are prepared for increasing sustainability

reporting requirements. The Board will

continue to monitor sustainability factors

and performance across the Portfolio.

STAKEHOLDER ENGAGEMENT CONTINUED

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OUR LENDERS

WHY THEY ARE A STAKEHOLDER

The Company’s liquidity facilities are important to the Company’s operations and its long-term

prospects. Maintaining excellent lender engagement and relationships helps the Board to secure

optimal facility terms.

BUILDING STRONG RELATIONSHIPS

The Board has emphasised to the Manager

the value in maintaining strong and resilient

relationships with our lenders, to facilitate

the Company’s long-term prospects.

OTHER SERVICE PROVIDERS

WHY THEY ARE A STAKEHOLDER

Our service providers support the Company to ensure that its operations run smoothly and to ensure

compliance with legal, regulatory and ethical obligations. Our service providers help the Company to

maintain our high business conduct standards.

ONGOING ENGAGEMENT

Key providers for the Company include

the Company’s auditors, brokers, fund

administration providers, the Depositary

and the Registrar.

The Manager holds regular engagement

meetings with each of these providers and

the Board has regular involvement in these

relationships as well.

HOW WE ENGAGE

The Manager acts as the main point of contact

with our lenders. The Manager, with direction

from the Board, focuses on ensuring a consistent

and open dialogue with our core relationship

banks, keeping the banks appraised of the

Company’s performance and banking needs.

LOOKING AHEAD

The Board and the Manager keep renewal and

extension options under constant review, as well

as any other market opportunities for liquidity.

HOW WE ENGAGE

The ICG Group manages service providers on

behalf of the Company and the Board oversees

this management through the Management

Engagement Committee. The Manager escalates

key matters to the Board and the Chairs of the

Board Committees. The Chair of the Audit

Committee meets with the auditors regularly

and has, on occasion, attended key relationship

meetings with our service providers.

LOOKING AHEAD

As the Company continues on its growth journey

and the regulatory landscape evolves, the Board

remains mindful of the Company’s changing

needs and the Company’s wider responsibilities

to the community and environment as it takes

decisions in relation to service provider

relationships. The Board will continue to assess

the commercial arrangements with the service

providers to ensure the provision of high-quality

services for an appropriate price.

STAKEHOLDER ENGAGEMENT CONTINUED

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Leveraging the expertise and reach of ICG,

a leading global alternative asset manager

THE INVESTMENT COMMITTEE

The Investment Committee is responsible for

the approval of all new investments and the

overall management of the Portfolio, including

any secondary sales.

The Committee includes senior members of the

investment team, ensuring a broad perspective

on the private equity landscape and relative

value and risk.

THE INVESTMENT TEAM

The Investment Committee is further

supported by the wider investment team

of four professionals within ICG, who have

a strong combination of direct and fund

investment experience.

SEE PAGE 27

LEVERAGING THE SUPPORT

OF OUR MANAGER, ICG PLC

The Company benefits from the breadth

of skills and experience of the Manager in

supporting its activities and overseeing its

third-party providers.

SEE PAGE 27

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUNDS INVESTMENT

EXPERIENCE

Oliver has overall responsibility for the execution

of the Company’s investment strategy. He brings

his extensive 25+ years’ experience across the

private equity market from his prior role as

Partner and member of the global investment

committee at Pomona Capital, and Partner and

investment committee member at Adams Street,

Rothschild/Five Arrows Capital and J.H. Whitney

& Co to the Investment Committee.

AREAS OF EXPERTISE

• Direct, secondary and fund investor

• M&A activities

• Committee and team leadership

PRIMARY RESPONSIBILITY

Overall responsibility for the execution

of the Company’s investment strategy.

COLM WALSH

MANAGING DIRECTOR

EXPERIENCE

Colm brings experience of both fund and direct

investments in Europe and the US to the Investment

Committee. He has a broad range of relationships

with managers and investors in private equity which

help provide insights on new opportunities. With 20

years’ private equity experience, he previously

worked at Terra Firma in its finance and structuring

team and at Deloitte where his clients included a

number of private equity firms.

AREAS OF EXPERTISE

• Fund and direct investments

• Finance and structuring

• Fellow Chartered Accountant

PRIMARY RESPONSIBILITY

Building relationships with managers and

investors, to provide insights on new opportunities.

LIZA LEE MARCHAL

MANAGING DIRECTOR

EXPERIENCE

Liza brings experience of both fund and direct

investments in Europe and Asia Pacific from her

prior role at GIC to the Investment Committee.

She has 19 years’ private equity experience and,

prior to GIC, worked in the private equity

division of Henderson Global Investors and

started her career in the corporate finance group

at PricewaterhouseCoopers.

AREAS OF EXPERTISE

• Fund and direct investments

• Corporate finance

• Private equity

PRIMARY RESPONSIBILITY

Building relationships with managers and

investors, to provide insights on new opportunities.

OUR EXPERT PEOPLE

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THE INVESTMENT COMMITTEE

25+

years’ experience

20+

years’ experience

19+

years’ experience

LILI JONES

PRINCIPAL

Lili joined the team in 2019 from Ares

Management where she worked in the

Direct Lending Investment team on a range of

private equity-backed transactions. Prior to this,

she spent five years in the Corporate Finance

Debt Advisory and Restructuring businesses at

Deloitte. Lili is a Chartered Accountant and a

graduate from Warwick University with a degree

in MORSE (Maths, Operational Research,

Statistics and Economics).

BRETT DAVIDSON

ANALYST

Brett joined the team in 2024 and focuses on

North American buyout investments including

primary, secondary and co-investment

opportunities. Prior to this, Brett spent two years

at Cambridge Associates, where he conducted

due diligence and advised institutional clients on

private investments.

JOSIE FAIR

VICE PRESIDENT

Josie joined the team in 2022 and focuses on

North American buyout investments, including

the evaluation, due diligence and monitoring of

partnerships and direct investments. Prior to this,

Josie spent five years at J.P. Morgan in New York,

where she was responsible for sourcing, conducting

due diligence and executing private equity, private

credit and real estate fund opportunities.

KATYA KHAZANEH

ANALYST

Katya joined the team in 2024 and focuses on

European buyout investments including primary,

secondary and co-investment opportunities.

Prior to this, Katya spent two years in the

Corporate Finance Healthcare M&A Lead

Advisory team at Deloitte. Katya is a Chartered

Financial Analyst and a graduate from UCL

with a degree in Biomedical Sciences.

RYAN LEVITT

MANAGING DIRECTOR

Ryan brings his extensive experience in

Secondaries investments, and is Co-Head,

LP Secondaries and a member of the LP

Secondaries investment committee.

VIVIEN BLOSSIER

MANAGING DIRECTOR

Vivien brings his extensive experience in

Secondaries investments, and is responsible

for building out ICG’s presence in private

equity funds investments in Europe. He is a

member of the LP Secondaries investment

committee.

ANDREW WOLFE

FINANCE DIRECTOR, ICG

MARTIN LI

SHAREHOLDER RELATIONS,

ICG

ANDREW LEWIS

GENERAL COUNSEL AND

COMPANY SECRETARY, ICG

CHRIS HUNT

HEAD OF CORPORATE

DEVELOPMENT AND

SHAREHOLDER RELATIONS,

ICG

OUR EXPERT PEOPLE CONTINUED

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

12+

years’ experience

10+

years’ experience

20+

years’ experience

17+

years’ experience

THE INVESTMENT TEAM SPECIALIST LP SECONDARIES SUPPORT ICGT OPERATIONAL SUPPORT

FUNCTIONAL SPECIALISTS

Specific technical expertise, including Finance,

Operations, Legal and Company Secretarial,

support the Company’s day-to-day activities.

View more about the operational support team:

icg-enterprise.co.uk

1 ICG staff fully dedicated to ICGT.

Our Manager’s approach

to responsible business

Creating the right environment

for our people to thrive

The culture of the dedicated investment team

managing ICG Enterprise Trust’s assets centres

around long-term relationships with a wide range

of stakeholders and demonstrating integrity,

diversity and collaboration.

BOARD OVERSIGHT

The Board of ICG Enterprise Trust reviews

and monitors the Manager’s corporate culture

through our regular interaction and discussions

with the Manager, and the Management

Engagement Committee undertakes a formal

review annually.

CULTURE AND INCLUSION

The Manager promotes an inclusive environment

where everyone is motivated to contribute fully,

feeling recognised and included regardless of

age, gender, race, sexual orientation, disability,

religion or beliefs.

DEVELOPING TALENT

The Manager emphasises the importance

of training and development to attract and

retain talent. The Manager aims to develop

and enhance skills, boost technical

competence and nurture talent through the

use of a performance management system,

a mentoring programme, career coaching

provision and tailored training opportunities.

CULTURE AND SUSTAINABILITY

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THE BOARD’S OVERSIGHT OF THE MANAGER ENCOMPASSES THEIR CULTURE AND THEIR APPROACH TO A RESPONSIBLE INVESTMENT STRATEGY

Our Manager’s

culture and values

Performance

for our clients

Entrepreneurialism

and innovation

Ambition

and focus

Taking responsibility

and managing risk

Working

collaboratively,

inclusively

and acting

with integrity

Deal screening and pre-investment

• Exclusion List

• Pre-investment sustainability assessment (including climate risk assessment)

• Reputational risk screening using a third-party platform

• Third-party funds sustainability questionnaire

• Discussions with underlying manager

• Diligence findings included in all investment proposals

Portfolio monitoring

• Sustainability performance embedded in monitoring process

• Reputational risk monitoring using a third-party platform

• Regular dialogue with managers

• Underlying manager’s sustainability reporting

• Training for investment team

We have a well-established pre-investment

sustainability assessment and diligence process

for all new fund investments and Direct

Investments. Our approach to considering

sustainability factors throughout the investment

process and during the period in which the fund

is invested depends on the type of investment

we make.

We have a greater ability to assess

sustainability considerations in our Direct

Investments given that we have clearer

visibility of the underlying companies when

making an investment decision. We operate

an Exclusion List to ensure we do not make

Direct Investments in companies considered

incompatible with our corporate values and use

a comprehensive pre-investment sustainability

assessment for all Direct Investments.

For Primary Fund investments, we assess the

underlying manager’s approach to sustainability

matters, including whether it has its own

responsible investing policy and Exclusion List,

We also consider whether the underlying

manager’s approach aligns with ICG’s

Responsible Investing Policy. As we do not

directly influence an underlying manager’s

portfolio construction, we seek to partner

with underlying managers who share a similar

approach to investing.

For Secondary Investments, as well as

assessing the underlying manager’s approach

to sustainability matters, we also assess each

underlying investee company and ensure, to

the extent possible, the Enterprise Trust does

not invest in businesses on ICG’s Exclusion List.

We screen the largest investee companies in a

secondary transaction using a third-party risk

platform, which uses, on a daily basis, over

100,000 public sources to identify any company

associated with sustainability risk incidents.

All the underlying managers we work with have a

sustainability policy and sustainability monitoring

in place.

Sustainability performance is integral to

our monitoring process for funds and Direct

Investments.

For Primary Funds and Secondary Investments,

we track various sustainability metrics, including

the underlying manager’s adherence to

international sustainability standards. A strong

relationship with the underlying manager enables

active engagement to identify and mitigate

potential sustainability risks.

The ICG Enterprise Trust investment team

undergoes formal sustainability training, equipped

with skills and tools for identifying and monitoring

sustainability issues.

CULTURE AND SUSTAINABILITY CONTINUED

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ACROSS ALL MANAGERS WE MADE COMMITMENTS TO IN FY26

100%

OPERATE A SUSTAINABILITY POLICY

100%

HAVE A SUSTAINABILITY MONITORING

PROCESS IN PLACE

Go online to find out more about how sustainability considerations

have been integrated into ICG’s investment process.

icg-enterprise.co.uk

REGULATORY SUSTAINABILITY

DISCLOSURES

As Manager of ICG Enterprise Trust, ICG

Alternative Investment Limited has prepared:

• A Task Force on Climate-related Financial

Disclosures (‘TCFD’) product report for

ICG Enterprise Trust in accordance with

ESG 2.3.5 of the Financial Conduct

Authority (‘FCA’) handbook

• Disclosures under the FCA’s

Sustainability Disclosure requirement

OUR APPROACH TO SUSTAINABILITY INTEGRATION

For more information on ICG’s approach

to responsible investing & sustainability,

read our FY26 Sustainability and People Report.

icgam.com/spr

Identifying and evaluating the

strategic, financial and operational

impact of our key risks

The execution of the Company’s investment strategy

is subject to a variety of risks and uncertainties, and

the Board and Manager have identified several principal

risks to the Company’s business.

As part of this process, the Board has put in place an ongoing process to identify, assess and monitor the

principal and emerging risks facing the Company, including those that would threaten its business model,

future performance, solvency or liquidity.

HOW WE MANAGE RISK

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CORPORATE GOVERNANCE STATEMENT: P40

OLIVER GARDEY

HEAD OF PRIVATE

EQUITY FUND

INVESTMENTS

JANE TUFNELL

CHAIR

ALASTAIR BRUCE

AUDIT COMMITTEE CHAIR

RISK MANAGEMENT FRAMEWORK

The Board is responsible for risk management and determining the Company’s overall risk appetite. The Audit Committee assesses

and monitors the risk management framework and specifically reviews the controls and assurance programmes in place.

BOARD OF DIRECTORS

Responsible for risk management leadership

AUDIT COMMITTEE

Reviews and monitors the risk management process

THE MANAGER

Responsible for risk reporting and running the controls assurance programmes overseen by the Manager’s Risk Committee

PROVIDES REGULAR REPORTING

GUIDES AND PROVIDES COUNSEL

“Strategic risk management in private equity drives opportunity and value.”

“Consistent review and vigilant monitoring of the risk management process are the

cornerstones of informed decision-making and sustainable growth in private equity.”

“Transparent and prompt risk reporting promotes accountability,

builds stakeholder trust and supports effective strategic decision-making.”

PRINCIPAL RISKS

The Company’s principal risks are individual risks,

or a combination of risks, that could threaten the

Company’s business model, future performance,

solvency or liquidity.

Details of the Company’s principal risks, potential

impact, controls and mitigating factors are set out

on pages 32 to 34.

OTHER RISKS

Other risks, including reputational risk, are actively

managed and mitigated as part of the wider risk

management framework of the Company and

the Manager.

EMERGING RISKS

Emerging risks are considered by the Board and are

regularly assessed to identify any potential impact

on the Company and to determine whether any

actions are required. Emerging risks often arise

from regulatory, legislative, macro-economic and

political changes.

The Company depends upon the experience, skill

and reputation of the employees of the Manager.

The Manager’s ability to retain the services of

these individuals, who are not obligated to remain

employed by the Manager, and recruit successfully,

is a significant factor in the success of the Company.

HOW WE MANAGE RISK CONTINUED

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Investment risks

The risk to performance resulting from

ineffective or inappropriate investment

selection, execution or monitoring.

External risks

The risk of failing to deliver the

Company’s investment objective and

strategic goals due to external factors

beyond the Company’s control.

Operational risks

The risk of loss resulting from inadequate

or failed internal processes, people or

systems and external events, including

regulatory risk.

Financial risks

The risk of adverse impact on the

Company due to having insufficient

resources to meet its obligations or

counterparty failure and the impact

any material movement in foreign

exchange rates may have on

underlying valuations.

RISK ASSESSMENT PROCESS

A comprehensive risk assessment process is undertaken regularly to re-evaluate the impact and probability of each risk

materialising and the strategic, financial and operational impact of the risk. Where the residual risk is determined to be

outside appetite, appropriate action is taken. Further information on risk factors is set out within the financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company considers its principal risks (as well as several underlying

risks comprising each principal risk) in four categories:

1 2

3 4

“The Audit Committee and Manager work closely

together to monitor existing and emerging risks.

Internal controls are reviewed and tested regularly.

Risk management is central to our disciplined

approach to managing the investment portfolio

and protecting shareholder value.”

OLIVER GARDEY

HEAD OF PRIVATE EQUITY FUND INVESTMENTS

RISK APPETITE AND TOLERANCE

The Board acknowledges and recognises that in the

normal course of business, the Company is exposed

to risk and it is willing to accept a certain level of risk in

managing the business to achieve its targeted returns.

The Board’s risk appetite framework provides a basis

for the ongoing monitoring of risks and enables

dialogue with respect to the Company’s current and

evolving risk profile, allowing strategic and financial

decisions to be made on an informed basis.

The Board considers several factors to determine

its acceptance for each principal risk and categorises

acceptance for each risk as low, moderate and high.

Where a risk is approaching or is outside the

tolerance set, the Board will consider the

appropriateness of actions being taken to manage

the risk. In particular, the Board has a lower

tolerance for financing risk with the aim to ensure

that even under a stress scenario, the Company

is likely to meet its funding requirements and

financial obligations. Similarly, the Board has a

low risk tolerance concerning operational risks

including legal, tax and regulatory compliance

and business process and continuity risk.

PRINCIPAL RISKS AND UNCERTAINTIES

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LOWER HIGHER

INVESTMENT RISKS

Investment performance

Valuation

EXTERNAL RISKS

Political and macro-economic uncertainty

Climate change

The listed private equity sector

Foreign exchange

OPERATIONAL RISKS

Regulatory, legal and tax compliance

Key professionals

The Manager and third-party providers

FINANCIAL RISKS

Financing

RISK TOLERANCE

How we manage and mitigate our key risks

INVESTMENT RISKS

INVESTMENT PERFORMANCE

The Manager selects the fund investments and Direct

Investments for the Company’s Portfolio, executing the

investment strategy approved by the Board. The underlying

managers of those funds in turn select individual investee

companies. The origination, investment selection and

management capabilities of both the Manager and the third-

party managers are key to the performance of the Company.

Poor origination, investment selection and monitoring by

the Manager and/or third-party managers which may have

a negative impact on Portfolio performance.

The Manager has a strong track record of investing in private

equity through multiple economic cycles. The Manager has a

highly selective investment approach and disciplined process,

which is overseen by ICG Enterprise Trust’s Investment

Committee within the Manager, which comprises a balance of

skills and perspectives.

Further, the Company’s Portfolio is diversified, reducing the

likelihood of a single investment decision impacting Portfolio

performance.

STABLE

The Board is responsible for ensuring that the investment policy

is met. The day-to-day management of the Company’s assets

is delegated to the Manager under investment guidelines

determined by the Board. The Board regularly reviews these

guidelines to ensure they remain appropriate and monitors

compliance with the guidelines through regular reports from

the Manager, including performance reporting. The Board also

reviews the investment strategy at least annually.

Following this assessment and other considerations, the Board

concluded that investment performance risk has remained stable.

VALUATION

In valuing its investments in private equity funds and unquoted

companies and publishing its NAV, the Company relies to a

significant extent on the accuracy of financial and other

information provided by the underlying managers to the Manager.

There is the potential for inconsistency in the valuation methods

adopted by the managers of these funds and companies and for

valuations to be misstated.

Incorrect valuations being provided would lead to an incorrect

overall NAV.

The Manager carries out a formal valuation process quarterly

including a review of third-party valuations.

This process includes a comparison of unaudited valuations

to latest audited reports, as well as a review of any potential

adjustments that are required to ensure the valuations of the

underlying investments are in accordance with the fair market

value principles required under UK-adopted International

Accounting Standards (‘IAS’).

STABLE

The Board regularly reviews and discusses the valuation process

in detail with the Manager, including the sources of valuation

information and methodologies used.

Following this assessment and other considerations, the Board

concluded that there was no material change in valuation risk.

EXTERNAL RISKS

POLITICAL AND MACRO-ECONOMIC UNCERTAINTY

Political and macro-economic uncertainty and other global events,

such as pandemics and conflicts, that are outside the Company’s

control could adversely impact the environment in which the

Company and its investment portfolio companies operate.

Changes in the political or macro-economic environment could

significantly affect the performance of existing investments (and

valuations) and prospects for realisations. In addition, they could

impact the number of credible investment opportunities the

Company can originate.

The Manager uses a range of complementary approaches to

inform strategic planning and risk mitigation, including active

investment management, profitability and balance sheet scenario

planning and stress testing to ensure resilience across a range

of outcomes.

The process is supported by a dedicated in-house economist

and professional advisers where appropriate.

INCREASING

The Board monitors and reviews the potential impact on the

Company from political and economic developments on an

ongoing basis, including input and discussions with the Manager.

Incorporating these views and other considerations, the Board

concluded that this risk had increased.

CLIMATE CHANGE

The underlying managers of the fund investments and Direct

Investments in the Company’s Portfolio fail to ensure that

their portfolio companies respond to the emerging threats

from climate change.

Climate-related transition risks, driven in particular by abrupt

shifts in the political and technological landscape, impact the

value of the Company’s Portfolio.

The Manager has a well-defined, firm-wide Responsible Investing

Policy and sustainable investing framework in place.

A tailored sustainable investing framework applies across all stages

of the Company’s investment process.

STABLE

The Board monitors and reviews the potential impact to the

Company from failures by underlying managers to mitigate

the impact of climate change on portfolio company valuation.

THE LISTED PRIVATE EQUITY SECTOR

The listed private equity sector could fall out of favour

with investors leading to a reduction in demand for the

Company’s shares.

A change in sentiment to the sector has the potential to damage

the Company’s reputation and impact the performance of the

Company’s share price and widen the discount the shares trade

at relative to NAV per Share, causing shareholder dissatisfaction.

Private equity continues to outperform public markets over the long

term and has proved to be an attractive asset class through various

cycles. The Manager is active in marketing the Company’s shares to a

wide variety of investors to ensure the market is informed about the

Company’s performance and investment proposition.

In setting the capital allocation policy, including the allocations to

dividends and share buybacks, the Board monitors the discount

to NAV and considers appropriate solutions to address any

ongoing or substantial discount to NAV.

STABLE

The Board receives regular updates from the Company’s

broker and is kept informed of all material discussions with

investors and analysts.

RISK IMPACT MITIGATION CHANGE IN THE YEAR

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

EXTERNAL RISKS CONTINUED

FOREIGN EXCHANGE

The Company has continued to expand its geographic diversity

by making investments in different countries. Accordingly, most

investments are denominated in US dollars and euros.

The Company does not hedge its foreign exchange exposure.

Therefore, movements in exchange rates between these

currencies may have a material effect on the underlying sterling

valuations of the investments and performance of the Company.

The Board regularly reviews the Company’s exposure to

currency risk and reconsiders possible hedging strategies on at

least an annual basis. Furthermore, the Company’s multi-currency

bank facility permits the borrowings to be drawn in euros and US

dollars, as required.

STABLE

The Board reviewed the Company’s exposure to currency risk

and possible hedging strategies and concluded that there was no

material change in foreign exchange risk during the year and that

it remains appropriate for the Company not to hedge its foreign

exchange exposure.

OPERATIONAL RISKS

REGULATORY, LEGAL AND TAX COMPLIANCE

Failure by the Manager to comply with relevant regulation

and legislation could have an adverse impact on the Company.

Additionally, adherence to changes in the legal, regulatory

and tax framework applicable to the Manager could become

onerous, lessening competitive or market opportunities.

The failure of the Manager and the Company to comply with the

rules of professional conduct and relevant laws and regulations

could expose the Company to regulatory sanction and penalties

as well as significant damage to its reputation.

The Board is responsible for ensuring the Company’s

compliance with all applicable regulatory, legal and tax

requirements. Monitoring of this compliance has been

delegated to the Manager, of which the in-house Legal,

Compliance and Risk functions provide regular updates to the

Board covering relevant changes to regulation and legislation.

The Board and the Manager continually monitor regulatory,

legislative and tax developments to ensure early engagement

in any areas of potential change.

STABLE

The Company remains responsive to a wide range of developing

regulatory areas; and will continue to enhance its processes

and controls in order to remain compliant with current and

expected legislation.

KEY PROFESSIONALS

Loss of key professionals at the Manager could impair the

Company’s ability to deliver its investment strategy and meet

its external obligations if replacements are not found in a

timely manner.

If the Manager’s team is not able to deliver its objectives,

investment opportunities could be missed or misevaluated, while

existing investment performance may suffer.

The Board has frequent dialogue with the Manager about its

resourcing model and succession planning. The Manager

employs an active and comprehensive approach to attract,

retain and develop talent. This includes a well-defined

recruitment process, succession planning, competitive

long-term compensation and incentives.

STABLE

The Board reviewed the Company’s exposure to people risk and

concluded that the Manager continues to operate sustainable

succession, competitive remuneration and retention plans.

The Board believes that the risk in respect of people remains stable.

THE MANAGER AND THIRD-PARTY PROVIDERS

(INCLUDING BUSINESS PROCESSES, BUSINESS

CONTINUITY AND CYBER)

The Company is dependent on third parties for the provision

of services and systems, especially those of the Manager,

the Administrator and the Depositary.

Failure by a third-party provider to deliver services in accordance

with its contractual obligations could disrupt or compromise

the functioning of the Company. A material loss of service could

result in, among other things, an inability to perform business

critical functions, financial loss, legal liability, regulatory censure

and reputational damage.

The failure of the Manager and Administrator to deliver an

appropriate cyber security platform for critical technology

systems could result in unauthorised access by malicious third

parties, breaching the confidentiality, integrity and availability of

Company data, negatively impacting the Company’s reputation.

The Audit Committee formally assesses the internal controls of the

Manager, the Administrator and Depositary on an annual basis to

ensure adequate controls are in place.

The assessment in respect of the current year is discussed in the

Report of the Audit Committee.

The Management Agreement and agreements with other third-

party service providers are subject to notice periods that are

designed to provide the Board with adequate time to put in place

alternative arrangements.

STABLE

The Board carries out a formal annual assessment (supported by

the Manager’s internal audit function) of the Manager’s internal

controls and risk management systems.

The Board also received regular reporting from the Manager

and other third parties.

Following this review and other considerations, the Board

concluded that there was no material change in the Manager

and other third-party suppliers risk.

FINANCIAL RISKS

FINANCING

The Company has outstanding commitments to private equity

funds in excess of total liquidity that may be drawn down at any

time. The ability to fund this difference is dependent on receiving

cash proceeds from investments (the timing of which are

unpredictable) and the availability of financing facilities.

If the Company encountered difficulties in meeting its

outstanding commitments, there would be significant

reputational damage as well as risk of damages being

claimed from managers and other counterparties.

The Manager monitors the Company’s liquidity, overcommitment

ratio and covenants on a frequent basis, and undertakes cash

flow monitoring, and provides regular updates on these activities

to the Board.

STABLE

The Board reviewed the Company’s exposure to financing risk,

noting the Net Debt position, the increase in available liquidity and

the short-term realisation forecast, and concluded that this risk

was stable.

RISK IMPACT MITIGATION CHANGE IN THE YEAR

PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

VIABILITY STATEMENT

In accordance with the UK Corporate Governance

Code, the Board has assessed the financial position

and prospects of the Company over a longer period

than the 12 months required by the ‘going concern’

basis of accounting. The Board has assessed the

viability of the Company over a five-year period

from the balance sheet date, being a period of time

over which the Board can reasonably assess the

Company’s prospects and over which the majority

of the Company’s commitments will be drawn down.

The Board has carried out a robust assessment of

the principal risks and their mitigants as noted on

page 33. Those considered most significant to the

viability of the Company included those relating

to investment performance, political and macro-

economic uncertainty, and the ability of the

Company to manage its financing and

overcommitment risk.

The Company’s financial position is strengthened

by its access to its bank facility of €300m (£260m),

which was extended during the year and matures in

May 2029. This is subject to a number of covenants.

The Company’s Net Debt was £32.7m as at

31 January 2026 which is expected to be repaid

with cash flows from the Company’s investments.

The Board has assessed the Company’s ability to

remain viable and meet its liabilities as they fall due

through the review of balance sheet and cash flow

projections provided by the Manager. As part of

this, a range of stressed scenarios and sensitivity

analyses was examined to identify conditions

that might result in the facility’s covenants being

breached, and included the consideration of possible

remedial action that the Company could undertake

to avoid such breaches. Key variables considered

included Portfolio gains and losses, fund drawdowns

and realisations, and availability of the credit facility.

Based on this assessment, the Board has a

reasonable expectation that the Company will

remain viable over a five-year period from the

balance sheet date.

GOING CONCERN

In assessing the appropriateness of continuing

to adopt the going concern basis of accounting,

the Board has assessed the financial position and

prospects of the Company over the next 12 months.

The Company’s business activities, together with

factors likely to affect its future development,

performance, position and cash flows, are set out in

the Chair’s statement on page 4, and the Manager’s

review on page 14.

Based on this assessment, the Board expects that

the Company will be able to continue in operation

and meet its liabilities as they fall due until, at least,

31 May 2027, a period of more than 12 months from

the signing of the financial statements. Therefore,

it is appropriate to continue to adopt the going

concern basis of preparation of the Company’s

financial statements.

The Company’s Strategic Report is set out on

pages 1 to 35 and was approved by the Board

on 6 May 2026.

JANE TUFNELL

Chair

6 May 2026

VIABILITY AND GOING CONCERN STATEMENTS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

GOVERNANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

37 Governance overview

38 Board of Directors at a glance

39 Board of Directors

40 Corporate governance statement

43 Report of the Directors

45 Directors’ Remuneration Report

47 Report of the Audit Committee

49 Statement of Directors’ responsibilities

Effective corporate governance is the foundation

of long-term success. It ensures transparency,

accountability and disciplined decision-making.

DEAR SHAREHOLDERS,

In this overview, we report on the Company’s

governance framework and the activities of the Board

and its Committees during the year. Effective corporate

governance is fundamental to the way the Company

conducts its business. By encouraging entrepreneurial

and responsible management, it supports the creation

of long-term and sustainable value for shareholders.

The Board’s oversight of strategy and risk is vital in

promoting the long-term success of the Company.

In performing this role, the Board seeks to be

responsive to both the evolving regulatory

environment and changing expectations regarding

the role of business in society. In particular, the

Board seeks to ensure that both its own culture and

that of the Manager are aligned with the Company’s

purpose, and that the Company has the necessary

financial and human resources to deliver its strategy.

ROLE OF THE BOARD

STRATEGIC OVERSIGHT

It is the responsibility of the Board to ensure that

there is effective stewardship of the Company’s

activities. Strategic issues are determined by the

Board and a formal schedule of matters reserved for

the Board has been adopted, which includes capital

allocation, the investment budget and managing

potential conflicts arising from investment in other

ICG-managed funds. In order to discharge their

responsibilities effectively, directors have full and

timely access to relevant information.

COMPLIANCE WITH THE CODE

The Board applies the principles and provisions

of the 2024 Association of Investment Companies

Corporate Governance Code (‘AIC Code’), as

endorsed by the Financial Reporting Council, except

where specific departures have been disclosed.

The Board is supportive of the AIC Code, which sets

out a framework of best practice in respect of the

governance of investment companies. During the

year, the Board considered the revised AIC Code,

published in August 2024, and is preparing to comply

with the enhanced internal controls declaration

required by Provision 34.

BOARD PERFORMANCE REVIEW

In accordance with Provision 26 of the AIC Code,

the Board has a formal process for the annual

evaluation of its performance and that of its

Committees, the Chair and individual directors.

The Board undergoes an internal evaluation

annually, while an external performance review

takes place at least every three years.

In FY26, the Board undertook an internal self-

evaluation, led by the Chair, through a structured

questionnaire designed to assess the effectiveness

of the Board and its Committees across key areas

of the Company’s strategy and governance.

The review concluded that the Board continues

to operate effectively and coherently, with a

collaborative approach taken. Each individual

director was also assessed as part of the evaluation,

and it was concluded that each director continues

to make a valuable contribution to the Board.

In the prior year, an external effectiveness review

was conducted by Board Level Partners (‘BLP’), an

independent consultancy, through a structured

interview process. For more information on evaluation

of the performance of the Board, see page 40.

CULTURE AND VALUES

The Board expects all directors to act with integrity and

to apply their skill, care, due diligence and professional

experience in deliberations regarding the Company’s

business. The Board applies various practices and

behaviours to ensure that its culture aligns with the

Company’s purpose, values and strategy, including a

robust annual review and regular consideration of our

direction at Board meetings. Embedding the Company’s

culture in all its activities is a priority for the Board.

SUCCESSION PLANNING

The Board’s tenure and succession policy seeks to

ensure that the Board remains well-balanced through

the appointment of directors with a range of skills and

experience, as well as promoting diversity of gender,

social and ethnic backgrounds, cognitive and personal

strengths. This is managed through the regular review

of the Board composition and phased appointments

of new directors. For more information on Board

succession planning, see page 42.

REGULAR MEETINGS

The Board, which holds at least four scheduled

meetings each year, reviews the Company’s

investment Portfolio and investment performance

and considers financial reports. There is also contact

with the directors between meetings where this is

necessary for the Company’s business.

GOVERNANCE OVERVIEW

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

Board oversight of the

Manager (including the

ability to give specific

instructions)

Supervision of

service providers

by the Manager

Board oversight

of service providers

BOARD OF DIRECTORS

SERVICE PROVIDERS

INVESTMENT MANAGER

Board delegated authority

under the Management

Agreement, subject to

investment policies,

procedures and guidelines

(and Articles of Association)

AUDIT

COMMITTEE

MANAGEMENT

ENGAGEMENT

COMMITTEE

NOMINATIONS

COMMITTEE

ADMINISTRATOR

AND COMPANY

SECRETARY

AUDITOR

CORPORATE

BROKERS

CUSTODIAN/

DEPOSITARY

LEGAL/TAX

ADVISERS

REGISTRAR

SHAREHOLDER

RELATIONS &

MARKETING

JANE TUFNELL

CHAIR

DEFINING A CLEAR GOVERNANCE STRUCTURE

BOARD OF DIRECTORS AT A GLANCE

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

NOMINATIONS COMMITTEE

Adiba Ighodaro (Chair)

Key responsibilities

Selecting and proposing suitable candidates for appointment

or reappointment to the Board.

CORPORATE GOVERNANCE STATEMENT: P40

Board member

Number of

Board members

Percentage

of the Board

Number of senior

positions on the Board

Number in

executive management

Percentage of

executive management

Gender representation

Men 3 50% 1 N/A N/A

Women 3 50% 1 N/A N/A

Not specified/prefer not to say N/A N/A N/A N/A N/A

Ethnicity representation

White British or other White (including minority white groups) 5 83.3% 2 N/A N/A

Mixed/Multiple ethnic groups N/A N/A N/A N/A N/A

Asian/Asian British N/A N/A N/A N/A N/A

Black/African/Caribbean/Black British 1 16.7% 0 N/A N/A

Not specified/Prefer not to say N/A N/A N/A N/A N/A

1 Defined as Chair, Chief Executive Officer (‘CEO’), Chief Financial Officer (‘CFO’) or Senior Independent Director. The Company does not have a CEO or a CFO.

COMMITTEE OVERVIEW

AUDIT COMMITTEE

Alastair Bruce (Chair)

Key responsibilities

Reviewing the interim and annual financial statements.

Reviewing the effectiveness and scope of the external audit.

Reviewing the risks to which the Company is exposed and

mitigating controls.

Overseeing compliance with regulatory and financial reporting requirements.

REPORT OF THE AUDIT COMMITTEE: P47

MANAGEMENT ENGAGEMENT COMMITTEE

David Warnock (Chair)

Key responsibilities

Monitoring and evaluating the performance and remuneration

of the Manager.

Monitoring and evaluating the performance and remuneration of other key

service providers.

CORPORATE GOVERNANCE STATEMENT: P40

SKILLS AND EXPERIENCE

Board member

Investment

trusts

Private

equity

Asset

management

UK corporate

governance International Finance Audit

Jane Tufnell

David Warnock

Alastair Bruce

Gerhard Fusenig

Adiba Ighodaro

Janine Nicholls

MEETINGS

Board Audit MEC Nominations

6/6 3/3 1/1 2/2

0–3 YEARS 0%

3–6 YEARS 50%

6–9 YEARS 50%

LENGTH OF TENURE

In accordance with UKLR 6.6.6R (10), as at the reference date of 31 January 2026, the composition of the Board was as follows:

JANE TUFNELL

Chair

BACKGROUND

Jane Tufnell was appointed to

the Board in 2019 and became

Chair in 2020. She started her

career in 1986, joining County

NatWest, where she jointly ran

the NatWest Pension Fund’s

exposure to UK smaller

companies. In 1994 she co-

founded Ruffer Investment

Management Ltd where she

worked for over 20 years to

build the business to an AUM of

£20bn, before leaving in 2015.

Jane is Senior Independent

Non-Executive Director of

Schroders Capital Global

Innovation Trust plc and Chair

of Lulworth Investment

Partners. She has served as a

non-executive director of a

number of other entities.

EXPERIENCE

Jane brings extensive financial

services and fund management

experience to the Board. She is

a seasoned public company

board member and chair, and

has significant experience of all

aspects of investment company

management, governance and

regulation.

DAVID WARNOCK

Senior Independent Non-Executive

Director and Chair of the

Management Engagement Committee

BACKGROUND

David Warnock was appointed

to the Board in 2020 and

became Senior Independent

Director in 2021. David co-

founded the investment firm

Aberforth Partners and was a

partner for 19 years until his

retirement from that firm in

2008. He has held non-

executive directorships in

several public and private

companies and before

Aberforth was with Ivory &

Sime plc and 3i Group plc.

David is currently Chair of CT

Global Managed Portfolio Trust

plc and an active investor in a

number of private companies.

EXPERIENCE

David brings extensive private

equity, investment trust and

listed company experience to

the Board. He worked for many

years in private equity and

served as a non-executive

director of Patria Private Equity

Trust plc.

He has been involved in all

aspects of investment trusts,

either as a manager or as a

non-executive director, for over

30 years.

ALASTAIR BRUCE

Independent Non-Executive Director

and Chair of the Audit Committee

BACKGROUND

Alastair Bruce was appointed to

the Board in 2018 and became

Chair of the Audit Committee in

2019. Alastair was a Managing

Partner of Pantheon Ventures

between 2006 and 2013,

having joined the firm in 1996.

During his tenure at Pantheon

Ventures, Alastair was involved

in all aspects of the firm’s

business, particularly the

management of Pantheon

International PLC (‘PIP’), the

expansion of Pantheon

Ventures’ global platform and

the creation of a co-investment

business. Alastair is a non-

executive director of Fidelity

China Special Situations PLC

and Barings Emerging EMEA

Opportunities PLC.

EXPERIENCE

Alastair brings over 25 years

of private equity, investment

management and financial

experience to the Board.

Through his involvement

with the management of PIP,

he has extensive experience

of managing a listed private

equity vehicle.

GERHARD FUSENIG

Independent Non-Executive Director

BACKGROUND

Gerhard Fusenig was appointed

to the Board in 2019. Over

the last 25 years, Gerhard has

held a number of senior

management roles including the

position of co-COO of Asset

Management and CEO of Core

Investments at Credit Suisse,

as well as Global Head of Fund

Services at UBS. Gerhard is a

non-executive director of

SolvencyAnalytics AG. Former

directorships include Standard

Life Aberdeen PLC, Aberdeen

Asset Management PLC and

Credit Suisse Insurance Linked

Strategies Ltd.

EXPERIENCE

Gerhard is highly experienced as

an executive in the investment

management sector and is also

very familiar with board practices

and corporate governance

requirements due to his range

of board positions, including at

major listed companies.

ADIBA IGHODARO

Independent Non-Executive

Director and Chair of the

Nominations Committee

BACKGROUND

Adiba Ighodaro was appointed

to the Board in 2022 and became

Chair of the Nominations

Committee in April 2025. Adiba is

a former Partner and a founding

member of the international

private equity firm Actis, where

she held both investing and

fundraising leadership roles in the

UK, Nigeria and the US. Prior to

this she worked with CDC Group

plc (now British International

Investment) from which,

combined with Actis, she has

close to 30 years of investing

across private equity, energy

infrastructure and real estate.

Adiba is currently an Independent

Non-Executive Director on the

board of Standard Chartered

Bank Nigeria Ltd where she

chairs the Audit Committee.

Adiba is also a non-executive

director on the boards of Polar

Capital Technology Trust plc

and M-Kopa Holdings Ltd.

EXPERIENCE

Adiba brings extensive

expertise in global private

markets from over 30 years of

experience, including legal

structuring, development

finance, private equity

origination and investment.

JANINE NICHOLLS

Independent Non-Executive Director

BACKGROUND

Janine Nicholls was appointed

to the Board in 2022. She has

more than 30 years’ experience

in private equity and financial

services. She was previously the

COO of Snowball, a multi-asset

impact investor, GHO Capital

and Hermes GPE. Prior to this,

Janine held a number of direct,

co-investment and primary

funds investment roles. Janine

was previously a Non-Executive

Director and Audit Committee

Chair on the board of Calculus

Venture Capital Trust. She is a

Non-Executive Director and

Chair of the Audit Committee

of Mercia Asset Management

PLC. Janine qualified as a

Chartered Accountant at

Price Waterhouse.

EXPERIENCE

Janine brings to the Board

diverse financial, investment

and operational experience.

In addition to her private equity

investment experience, she

has experience overseeing

functions including Regulatory

Compliance, Risk Management,

Accounting, Human Resources

and Investor Relations and has

a broad perspective on the

private equity industry.

BOARD OF DIRECTORS

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION

ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

COMMITTEE MEMBERSHIP AUDIT MANAGEMENT ENGAGEMENT NOMINATIONS

A M N

A M N A M N A M N A M N A M N A M N

The Company is committed to

appropriate standards of corporate

governance and the Board has applied

the Principles and complied with the

majority of the Provisions of the AIC

Code throughout the year. The AIC Code

adapts the Principles and Provisions set

out in the UK Corporate Governance

Code (the ‘Code’) issued by the Financial

Reporting Council to make them more

relevant for investment companies.

CORPORATE GOVERNANCE

The Board considers that reporting against the

Principles and Provisions of the AIC Code provides

more relevant information to shareholders and

other stakeholders. The Board remains cognisant

of the provisions of the Code. A copy of the AIC

Code and the Code can be obtained from the

websites of the Association of Investment

Companies (theaic.co.uk) and of the Financial

Reporting Council (frc.org.uk) respectively.

Throughout the year ended 31 January 2026,

the Company complied with the principles and

provisions of the AIC Code, except as set out below:

• The Role of the Chief Executive: the Company

does not have a Chief Executive or any executive

directors, as all day-to-day management and

administrative functions are outsourced to

the Manager.

• Executive Directors’ Remuneration: the Company

does not have executive directors or employees;

therefore, provisions relating to executive

remuneration and performance-related pay are

not applicable.

• Internal Audit Function: the Board considers that

an internal audit function specific to the company

is unnecessary, as all operations are outsourced

to the Manager, which maintains its own internal

control and risk monitoring arrangements.

The Chair is a member of the Audit Committee.

The Board considers this appropriate given the

Chair’s relevant financial experience and the size

and composition of the Board, and is satisfied

that it does not compromise the Committee’s

independence. Leadership of the Audit Committee

rests with its independent non-executive Chair.

BOARD TENURE POLICY

The Board considers that the tenure profile of the

Board, represented by the length of service of each

of its directors, is appropriately balanced such that

Board succession and renewal planning are managed

over the medium to longer term. The composition of

the Board continues to include directors who bring

an appropriate mix of skills, experience, expertise

and diversity (including gender diversity) to Board

decision-making.

All of the Company’s directors will seek re-election

at each Annual General Meeting. The terms and

conditions of appointment of the non-executive

directors will be available for inspection at the

Annual General Meeting.

Each non-executive director is appointed by a letter

of appointment on an ongoing basis and subject to

election or re-election at the Company’s Annual

General Meeting. A non-executive director will only

be proposed for re-election at an Annual General

Meeting if the Board is satisfied with the non-

executive director’s performance, independence

and ongoing time commitment.

The Directors’ Remuneration Report, including

the Directors’ Remuneration Policy, can be found

on page 45.

The Company is also subject to the Alternative

Investment Fund Managers Directive (‘AIFMD’)

and has a Management Agreement with the

Manager to act as its Alternative Investment Fund

Manager (‘AIFM’). Aztec Financial Services (UK)

Limited acts as its Depositary, in accordance with

the requirements of the AIFMD.

The Board is mindful of the Parker Review report

update on ethnic diversity, setting out progress and

asking all FTSE 350 companies to set themselves a

new target for ethnic diversity at senior management

level to be achieved by December 2027.

The Company has not set targets for ethnic diversity

at senior management level as the Company does

not have any executive staff, however the Board has

encouraged the Manager to continue to integrate

diversity and inclusivity into its recruitment and

retention policy.

COMPOSITION AND INDEPENDENCE

The Board is comprised of six non-executive

directors. There is no Chief Executive Officer

position within the Company as day-to-day

management of the Company’s affairs has been

delegated to the Manager. The Board regularly

reviews the independence of its members and,

having due regard to the definitions and current

guidelines on independence under the Code,

considers all directors to be independent. There are

no relationships or circumstances relating to the

Company that are likely to affect their judgement.

SENIOR INDEPENDENT DIRECTOR

David Warnock is the Senior Independent Director.

He provides support to the Chair in her role leading

the Board while also providing challenge and acting

as a conduit for any points to be raised in respect of

the Chair.

INDUCTION AND TRAINING

Board training is provided regularly to ensure that

Board members are well placed to conduct their

role. New Board members receive a formal induction

on all aspects of the Company’s business.

BOARD PERFORMANCE REVIEW

In accordance with Provision 26 of the AIC Code,

the Board reviews its own performance annually.

The assessment covers the effectiveness and

performance of the Board as a whole, the Board

Committees and an evaluation of each director.

This process helps ensure that the Board’s

operations remain aligned with the culture,

purpose and values of the Company.

In FY26, the internal Board performance review

was conducted, led by the Chair, via a structured

questionnaire that employed a mixed-method

approach, combining quantitative ratings on

a four-point scale (from ‘Poor’ to ‘Excellent’) with

qualitative commentary to provide context and

recommendations. It covered a comprehensive

range of topics, including Board composition

and diversity, culture and dynamics, meeting

management, committee performance, oversight

of investment strategy, risk management and

stakeholder engagement. This methodology

ensures a balanced evaluation of both measurable

performance indicators and nuanced perspectives,

enabling the Board to identify strengths, address

areas for improvement and enhance overall

governance effectiveness.

The Chair’s performance review was performed by

the Senior Independent Director in consultation

with the other directors.

The review concluded that the Board and its

Committees continue to perform effectively

and that each Director allocates sufficient time

to discharge their responsibilities.

An external performance review takes place at least

every three years. In the prior year, an external

effectiveness review was conducted by BLP, an

independent consultancy with no other commercial

connection with the Company. The review concluded

that the Board continues to perform effectively and

displays a strong corporate governance culture.

DIRECTORS’ TIME COMMITMENTS

The Company has a policy of ensuring that all

non-executive directors of the Company have

sufficient time to commit to the respective duties

and responsibilities applicable to their particular

Board roles. When making new appointments,

the Board takes into account other demands on

potential candidates’ time and prior to appointment

any significant commitments are disclosed with an

indication of the time involved. In the year under

review the Board assessed the time commitment

of each individual director on external appointments.

Each director’s aggregate time commitment is

discussed with him or her as part of the annual

appraisal process. In the year under review, all

directors were considered to have sufficient time

to commit to their respective roles on the Board,

taking account of their external appointments.

BOARD DIVERSITY

There are currently three female and three male

directors on the Board. The Board considers all

candidates for Board appointments and does not

discriminate based on gender or any other factor,

making appointments based on the skills and

experience of the candidates.

The Board is aware of the requirements of the

Listing Rules in respect of gender and ethnic

diversity and confirms that it has met the target

of having at least 40% female membership on the

Board, one senior Board position is held by a woman

(Chair) and at least one individual on the Board is

from a minority ethnic background. Diversity is

one of the key considerations when directors are

appointed to the Board, and is factored in to all

searches for new directors. Gender and ethnicity

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

data relating to the Board was collected using a

standardised process and managed by the Company

Secretary. Each Board member was requested to

disclose information on a confidential and voluntary

basis, through which the individual self-reports their

ethnicity and gender identity (or specifies they do

not wish to report such data).

ROLE OF THE BOARD

It is the responsibility of the Board to ensure that

there is effective stewardship of the Company’s

affairs. In order to enable it to discharge its

responsibilities, directors have full and timely access

to relevant information. The Board retains ultimate

responsibility for the management of the Company’s

business and may exercise all powers of the Company,

delegating authority as it considers appropriate.

Strategic issues are determined by the Board.

A formal schedule of operational matters reserved

for the Board has been adopted, which includes,

but is not limited to:

• setting and amending the Company’s investment

objective and policy (subject to shareholder

approval where required);

• approval of the Company’s strategic direction

and risk appetite;

• capital allocation decisions, including share

issuance, buybacks and gearing limits;

• appointment, oversight and removal of the

Manager and other key service providers;

• approval of major corporate actions, such as

mergers, acquisitions or disposals;

• oversight of the Company’s risk management

and internal control framework;

• determination of the Company’s ESG and

stewardship priorities;

• approval of the annual report and accounts

and key shareholder communications; and

• Board and Committee composition, succession

planning and governance policies.

There is an agreed procedure under which directors,

wishing to do so in the furtherance of their duties,

may take independent professional advice at the

Company’s expense.

MATTERS DELEGATED TO THE MANAGER

Under the Company’s Articles of Association and

the terms of the Management Agreement, the Board

delegates day-to-day portfolio and risk management

to the Manager, subject to defined parameters

and ongoing oversight. The Manager acts as the

Company’s Alternative Investment Fund Manager

(‘AIFM’) and is authorised and regulated by the FCA.

The Manager’s delegated responsibilities include,

but are not limited to:

• discretionary portfolio management within the

Board-approved investment policy and risk limits;

• execution of investment transactions and

associated cash management;

• operational compliance and regulatory reporting;

• implementation of marketing and shareholder

engagement activities, consistent with the Board’s

strategic objectives;

• exercise of voting and engagement rights on

portfolio holdings in line with the Board-approved

stewardship policy; and

• preparation of management information,

performance reporting and other disclosures

required under the UK AIFM Laws and FCA Rules.

All activities undertaken by the Manager remain

subject to the Board’s overall supervision, review

and control, and the Board may issue directions or

amend the investment policy as necessary.

BOARD MEETINGS

The Board meetings follow a formal agenda, which

is approved by the Chair and circulated by the

Company Secretary in advance of the meeting to all

the directors and other attendees. At each Board

meeting every agenda item is considered against the

Company’s strategy, its investment objectives and

its investment policy.

A typical agenda includes:

• a review of investment performance;

• a review of investments and divestments and asset

management initiatives in progress;

• an update on investment opportunities available

in the market and how they fit within the

Company’s strategy;

• a review of the Company’s financial performance;

• a review of the Company’s financial forecasts, cash

flow and ability to meet targets, including stressed

scenarios and sensitivity analyses;

• a review of the Company’s financial and regulatory

compliance;

• a review of any conflicts of interest, including the

consideration of investments which may amount

to a conflict of interest;

• updates on shareholder and stakeholder relations;

• updates on the Company’s capital market activity;

and

• specific regulatory, compliance or corporate

governance updates.

Board meetings also include a number of

presentations from the Manager. Board papers are

disseminated to the directors via a secure online

platform for reasons of efficiency and cyber security.

The online platform is also used to store relevant

Company documentation, as it provides the

directors with quick and secure access.

In the event that any directors are unable to attend

Board and Committee meetings, the relevant

directors will be contacted by the Chair before and/

or after the meeting to ensure they were aware of

the issues being discussed and to obtain their input.

COMPANY SECRETARY

The directors also have access to the advice and

services of the Company Secretary, Andrew Lewis,

Head of Secretariat, Meirion Morgan, and ICG’s

Company Secretariat function (on behalf of ICG

FMC Limited).

INSURANCE AND INDEMNITIES

During the year under review, the Board has

maintained appropriate insurance cover in respect

of legal action against the directors. The policy

does not cover dishonest or fraudulent actions

by the directors.

STEWARDSHIP

The Company seeks to make investments in funds

and companies which are well-managed with high

standards of corporate governance. The directors

believe this creates the proper conditions to

enhance long-term shareholder value. The exercise

of voting rights attached to the Company’s Portfolio

has been delegated to the Manager. However, the

Board will be informed of any sensitive voting issues

involving the Company’s investments.

CONFLICTS OF INTEREST

The Company has adopted a policy requiring all

directors to disclose other positions and also any

other matter which may give rise to a conflict. Such

conflicts can then be considered by the other

directors and, if necessary, either approved or not

approved. Currently there are no material conflicts

in respect of any director.

MANAGER POLICIES

The Manager has policies and processes in place,

including those over the following areas. Regular

training is provided for all Manager employees. The

Board has reviewed these processes and found them

to be adequate: anti-bribery and corruption policy;

whistleblowing policy; and environmental policy.

COMMITTEES

NOMINATIONS COMMITTEE

All of the directors serve on the Nominations

Committee which meets when necessary to select

and propose suitable candidates for appointment

or reappointment to the Board. During the year,

Adiba Ighodaro chaired the Committee. In FY26,

the Committee focused on advancing the Company’s

long-term succession planning to ensure the Board

continues to have the right balance of skills and

experience to support its strategic objectives. A key

priority was planning for the orderly transition

of the Audit Committee Chair, alongside maintaining

strong governance and independence.

CORPORATE GOVERNANCE STATEMENT CONTINUED

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ICG ENTERPRISE TRUST PLC ANNUAL REPORT AND ACCOUNTS 2026

The Committee has recommended a long-term

succession plan to ensure continuity and effective

governance. The plan anticipates potential director

retirements at the nine-year tenure mark and

identifies the key skills that will require replacement.

Successors will be sought well in advance to allow

for a smooth handover and minimal disruption. The

Committee also reviewed succession planning for

other Board roles through to 2030, emphasising the

need to maintain audit expertise and incorporate

market developments and emerging trends such as

artificial intelligence into future candidate selection.

The Committee reviewed the Board’s composition

and refreshed the skills matrix to reflect evolving

requirements. The matrix is included on page 38.

The Committee also undertook its periodic review

of its Terms of Reference, recommending updates

in line with best practice guidance. In addition, the

Committee confirmed that all current directors

continue to perform effectively and recommended

their re-election at the AGM.

Throughout these discussions, the Committee

reaffirmed that the independence of the remaining

directors ensures the Board as a whole remains

independent, even where tenure extensions are

considered in the best interests of the Company

and its stakeholders.

REMUNERATION COMMITTEE

The Board has considered the AIC Code requirement

to establish a remuneration committee of

independent non-executive directors. As the Board

is comprised solely of non-executive directors, the

Board has concluded that a separate remuneration

committee would not provide additional governance

value at this time. Accordingly, the Company does not

have a remuneration committee. The determination

of the directors’ fees is dealt with by the whole Board.

Please see page 45 for the Directors’ Remuneration

Report.

AUDIT COMMITTEE

The activities of the Committee were considered

as part of the internal effectiveness review and

completed in accordance with standard governance

arrangements as summarised on page 37. The

review concluded that the Committee functioned

well, with the appropriate balance of membership,

skills and experience, so contributing to ICG

Enterprise’s long-term success.

Please see page 47 for the Report of the

Audit Committee.

MANAGEMENT ENGAGEMENT COMMITTEE

In line with industry best practice and Provision 17

of the AIC Code, the Company established a

Management Engagement Committee (‘MEC’) in

February 2021 to review the performance of the

Manager and other key service providers. The MEC

meets at least annually, is chaired by the Senior

Independent Director and comprises all directors.

The Committee held its annual review of all key

service providers in October 2025. It conducted a

detailed review of the performance of all key service

providers, including the Manager. A number of follow-

up actions were agreed, however, the Committee

concluded that in all material respects all service

providers were performing to the required standards.

The Committee undertook a comprehensive review

of the Manager’s performance. This included

consideration of investment returns relative to peers,

discount levels and progress against the agreed

strategic plan. The Committee also reviewed the

Manager’s resourcing and development, noting the

balance of seniority within the team and the additional

support available from the wider ICG functions.

ENGAGEMENT WITH SERVICE PROVIDERS

The Board operates in an open and co-operative

manner with the Company’s stakeholders, particularly

in light of the long-term nature of the Company’s

investment proposition. The Board expects the

Company’s third-party service providers, particularly

the Manager who is responsible for the management

of the Company’s Portfolio, to uphold the same values

as the Board.

To this end, the Board (via the MEC) includes

consideration of the Manager’s corporate culture,

as far as practical or possible, as part of the overall

assessment of the service provided to it.

STAKEHOLDER ENGAGEMENT

Please see page 22 for further details.

INTERNAL CONTROLS

The Board, at least annually, assesses the internal

controls of the Manager. There have been no

material adverse findings from this review. The

Board recognises the enhanced requirements under

Provision 34 of the Code to monitor the Company’s

risk management and internal control systems.

During the year, the Board has begun preparations

to meet this requirement by reviewing its existing

material controls framework. The Board intends to

implement this enhanced review process during the

next financial year and will provide a declaration on

its findings in the 2027 Annual Report.

Please see Report of the Audit Committee on

page 47 for further information on the Company’s

internal controls.

SHAREHOLDER RELATIONS

The Company’s Annual Report and Accounts

and Interim Report contain a detailed review of

performance and of changes to the investment

portfolio, our regular factsheets, contain updated

information in a more abbreviated form, and the

latest Company presentations, and are made

available to shareholders through the Company’s

website (icg-enterprise.co.uk).

Quarterly releases in respect of the Company’s

performance are announced to the market and

available to shareholders. At the Annual General

Meeting, a presentation is made by the Manager

and investors are given an opportunity to question

the Chair, the other directors and the Manager.

Communication with shareholders is given a high

priority by the Board. The Manager and all directors,

and in particular the Chair and Senior Independent

Director, are available to enter into dialogue with

shareholders. The Manager holds regular discussions

with analysts and existing and potential institutional

shareholders and values the feedback obtained in

this manner.

A structured programme of shareholder presentations

by the Manager to institutional shareholders takes

place following the publication of the Annual Report

and quarterly results. In addition, Board members

are available to meet institutional shareholders.

The Board receives regular updates from the

Company’s broker and is kept informed of all material

discussions with investors and analysts which helps

the directors develop their understanding of

shareholders’ views and expectations.

A detailed list of the Company’s shareholders

is reviewed at each Board meeting.

Directors can be contacted via the registered office

of the Company (see the Shareholder information

section on page 79).

JANE TUFNELL

Chair

6 May 2026

CORPORATE GOVERNANCE STATEMENT CONTINUED

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