HarbourVest Private Equity Regulatory News (HVPE)

27 May 2022

RESULTS FOR THE 12 MONTHS ENDED 31 JANUARY 2022

Record NAV per share growth; HVPE well positioned with resilient, diverse portfolio

HarbourVest Global Private Equity Limited ("HVPE" or the "Company"), a FTSE 250 investment company with global exposure to private companies, managed by HarbourVest Partners, today announces its audited results for the 12 months ended 31 January 2022.

Highlights - Year to 31 January 2022

· Largest annual net asset value ("NAV") per share increase in HVPE's history

o  NAV per share growth of 37% to $49.11 (31 January 2021: $35.97)

o  Record performance driven by strong exit activity and value gains

o  Total of 555 IPO and M&A transactions - more than double the prior year

o  Net assets increased to $3.9 billion (31 January 2021: $2.9 billion)

· Record distribution proceeds

o  Net positive portfolio cash flow of $320 million (2021: $141 million net cash invested)

o  Driven in large part by HVPE's exposure to Venture and Growth Equity

o  Top IPO exits included Roblox, Coinbase, Allfunds Bank, monday.com and UiPath

· Balance sheet remains strong

o  Year-end cash balance of $284 million (31 January 2021: $98 million)

o  Credit facility increased to £700 million in December 2021

o  Total new commitments of $1.4 billion to refresh investment pipeline (2021 new commitments: $195 million)

Ed Warner, Chair of HVPE, said:

"HVPE has delivered extraordinary returns through extraordinary times, and this year the Company has reported its largest ever annual NAV per share increase. The performance demonstrates the resilience of our portfolio against a challenging global macroeconomic backdrop, testament to our consistent and proven strategy, the excellence of our Investment Manager and a highly engaged Board.

"While mindful of the very severe economic and political challenges currently besetting global markets, the Board and I feel optimistic about the long-term prospects for HVPE. We believe that investment into private companies presents an attractive opportunity for investors. As an asset class it has proven to reward patience, and we remain convinced that this Company can continue to generate superior returns for shareholders over the long term."

Annual Report and Accounts

To view the Company's Annual Report and Accounts please visit HVPE's result centre: https://www.hvpe.com/shareholders/results-centre/. Page number references in this announcement refer to pages in this report. The Annual Report and Accounts will also shortly be available on the National Storage Mechanism, here: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Annual General Meeting ("AGM") and Capital Markets Morning

HVPE's AGM will be held in Guernsey at 1pm BST on 20 July 2022. Formal notice will be sent to registered shareholders by 21 June 2022. In advance of the formal AGM, HVPE will hold a hybrid (in-person/virtual) Capital Markets event on the morning of 15 June 2022, from 10am BST. Shareholders should contact Liah Zusman at hvpe_events@harbourvest.com should they wish to participate.

Enquiries:

Notes to Editors:

About HarbourVest Global Private Equity Limited:

HarbourVest Global Private Equity Limited ("HVPE" or the "Company") is a Guernsey-incorporated, closed-end investment company which is listed on the Main Market of the London Stock Exchange and is a constituent of the FTSE 250 index. HVPE is designed to offer shareholders long-term capital appreciation by investing in a private equity portfolio diversified by geography, stage of investment, vintage year, and industry. The Company invests in and alongside HarbourVest-managed funds which focus on primary fund commitments, secondary investments and direct co-investments in operating companies. HVPE's investment manager is HarbourVest Advisers L.P., an affiliate of HarbourVest Partners, LLC, an independent, global private markets asset manager with 40 years of experience.

About HarbourVest Partners, LLC:

HarbourVest is an independent, global private markets firm with 40 years of experience and more than $92 billion of assets under management as of December 31, 2021. Our interwoven platform provides clients access to global primary funds, secondary transactions, direct co-investments, real assets and infrastructure, and private credit. Our strengths extend across strategies, enabled by our team of more than 800 employees, including more than 175 investment professionals across Asia, Europe, and the Americas. Across our private markets platform, our team has committed more than $49 billion to newly-formed funds, completed over $40 billion in secondary purchases, and invested over $27 billion in directly operating companies. We partner strategically and plan our offerings innovatively to provide our clients with access, insight, and global opportunities.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or otherwise acquire any Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States or to US Persons (as defined in Regulation S under the US Securities Act of 1933, as amended ("US Persons")). Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. Neither this announcement nor any copy of it may be taken, released, published, transmitted or distributed, directly or indirectly to US Persons or into the United States (including its territories and possessions), Canada, Australia or Japan, or any jurisdiction where such action would be unlawful. Any failure to comply with this restriction may constitute a violation of applicable law. Accordingly, recipients represent that they are able to receive this announcement without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business. No recipient may distribute, or make available, this announcement (directly or indirectly) to any other person. Recipients of this announcement should inform themselves about and observe any applicable legal requirements in their jurisdictions.

The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities or regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, exercised, resold, transferred, delivered or distributed, directly or indirectly, within the United States or to US Persons. In addition, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and shareholders of the Company will not have the protections of that act. There will be no public offer of the Shares in the United States or to US Persons.

This announcement has been prepared by the Company and its investment manager, HarbourVest Advisers L.P. (the "Investment Manager"). No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this announcement is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, the Investment Manager or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Investment Manager nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this announcement, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any projections, targets, estimates or forecasts contained in this announcement and nothing in this announcement is or should be relied on as a promise or representation as to the future.

The ongoing spread of the Coronavirus has had and will continue to have a material adverse impact on local economies in the affected jurisdictions and also on the global economy as cross-border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread. In addition to these developments having potentially adverse consequences for underlying portfolio investments of the HarbourVest funds and the value of the investments therein, the operations of HVPE, the Investment Manager, and HVPE's portfolio of HarbourVest funds have been, and could continue to be, adversely impacted and could materially and adversely affect the Investment Manager's ability to source, manage and divest its investments and its ability to fulfil its investment objectives. Similar consequences could arise with respect to other comparable infectious diseases.

Other than as required by applicable laws, the Company gives no undertaking to update this announcement or any additional information, or to correct any inaccuracies in it which may become apparent and the distribution of this announcement. The information contained in this announcement is given at the date of its publication and is subject to updating, revision and amendment. The contents of this announcement have not been approved by any competent regulatory or supervisory authority.

This document contains certain forward-looking statements, which are based on current expectations and projections about future events as of the date of this announcement. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements can be identified by terms such as "anticipate", "project", "continue", "target", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will" and "would" or the negative of those terms or other comparable terminology. The forward-looking statements are based on the Investment Manager's beliefs, assumptions, and expectations of future performance and market developments, taking into account all information currently available. These beliefs, assumptions, and expectations are subject to risks, uncertainties and assumptions about HVPE, including, among other things, the development of its business, trends in its operating industry and future capital expenditures and acquisitions and can change as a result of many possible events or factors, not all of which are known or are within the Investment Manager's control. If a change occurs, the Company's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. As such, forward-looking statements are not a guarantee of future performance.

This announcement is issued by the Company, whose registered address is BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey, GY1 1WA

© 2022 HarbourVest Global Private Equity Limited. All rights reserved.

Chair's statement

Dear Shareholder

I am pleased to report a year of record NAV growth for HVPE. The Company's portfolio has continued to demonstrate resilience against a challenging global macroeconomic backdrop, testament to our consistent and proven strategy, the excellence of our Investment Manager and a highly engaged Board.

Despite this strong progress, we are mindful of potential challenges ahead, in particular that we are entering a period of higher inflation and rising interest rates, exacerbated by the Russia-Ukraine conflict. HVPE's key strength lies in its broad and diverse global portfolio, a core component of our strategy that is by nature defensive and which should help us weather this change in the economic environment. We maintain high conviction in our strategy and remain confident that over the long term HVPE will continue to outperform.

Financial Performance and Balance Sheet

In the year to 31 January 2022, HVPE delivered record NAV per share growth of 37%. Activity levels were high, with some 555 IPO and M&A transactions across the portfolio during the 12 months - on a par with levels last seen in 2015. Record distribution proceeds from the HarbourVest funds more than offset capital calls during a strong period for investments and contributed to net positive portfolio cash flow of $320 million. This, combined with value gains in the unrealised portion of the portfolio, underpinned the impressive NAV growth over the year. A full review of the key drivers of performance is provided in the Investment Manager's report on pages 34 to 37.

The strong exit activity and resulting cash inflows contributed to a year-end closing cash balance of $284 million. Active portfolio and balance sheet management as highlighted below should ensure that this cash is deployed steadily in the months and years ahead as HarbourVest and the underlying managers continue to identify attractive new investment opportunities.

Company Activity

HVPE's investment strategy has remained consistent and the Board continues to be active in its oversight and governance of the Company. There have been several key developments in the financial year, covered below.

Share Price and Discount to NAV

The sterling share price increased by 48% over the year to 31 January 2022. Despite this very strong performance, the shares continue to trade at a discount to the value of the Company's net assets. We remain frustrated that discounts in the listed private equity sector as a whole remain stubbornly wide, and note that the recent widening trend has also been reflected in the share prices of some newer entrants in the market which were previously trading at premiums.

In addressing HVPE's discount, we are resolved to take the action that we believe is in the best long-term interest of shareholders. One option that we evaluate on a regular basis is buying back shares. At our most recent review, having consulted with our advisers, we concluded that reinvesting capital into new private markets opportunities, rather than buying back shares, should provide a better outcome for our shareholders over the long term. We have not seen evidence that buybacks are an effective discount control mechanism in our sub-sector. Instead, we will continue to look for ways to ensure that our long-term track record is understood and recognised by the market. With Directors personally invested in the Company, we are aligned with our investors and right now we believe this is the best course of action on behalf of all the Company's owners. The Board will, however, re-evaluate this position on a regular basis, and to this end has developed a framework to ensure that discussions on the topic of share buybacks are well-structured, and focused on optimising long-term shareholder returns. More detail can be found on page 24, under our Section 172 disclosures.

Portfolio and Balance Sheet Management

Following continued strong NAV performance, HVPE has increased significantly in size, and this brings new considerations about how the Board and Investment Manager manage the Company. Shareholders should note the substantial level of new commitments made to HarbourVest funds during the financial year ($1.4 billion). This compares to just $195 million in the prior year, when new commitments were paused for a time due to the impact of COVID-19. As highlighted in my interim statement, the decision to increase commitments during the year was borne out of a desire to remain fully invested through the cycle. While the latest commitment figure in isolation is larger than prior years, for context, HVPE's Investment Pipeline at 31 January 2022 represented 63% of total net assets, still at the lower end of the 10-year historical range.

To underpin the increase in commitments, as an additional prudent measure, in December we increased our credit facility by $100 million. The additional lending is provided by Credit Suisse and takes the facility to $700 million. At the time of writing, the credit facility remained completely undrawn, leaving the full amount available to the Company.

Focus on Environmental, Social, and Governance ("ESG")

This Board believes that a focus on ESG can help deliver superior returns, and therefore places high importance on the integration and monitoring of ESG at both the HVPE and HarbourVest levels. As part of its own efforts and contributing to its social responsibility, the Board has, within the financial year, appointed a Board Observer to attend meetings. This position is occupied by an individual in the early stage of their career, and will allow them to gain valuable boardroom experience while providing us with the benefit of a new perspective on HVPE and its operations. Details of how the Board engages with the community and environment are shown on page 23.

Following regular updates and engagement with the Investment Manager, we remain encouraged by positive progress made on its ESG work. HarbourVest continues to make great strides in this area, and we have been impressed by the growth of its efforts, from evolving the evaluation and monitoring of managers and risks within the portfolios, to the pledges made at the firm level to help tackle wider global climate issues. This sits alongside efforts made to improve diversity and inclusion across the business. This summary is not exhaustive, and this year we are pleased to provide a more detailed review of HarbourVest's approach to ESG, including recent developments in this area, on pages 38 to 43.

Transparency and Disclosure

The Board of HVPE aims to uphold the highest level of corporate governance and best practice standards. Considering this, during the year we took the step to provide an estimate of full look-through costs in our Key Information Document ("KID"). It is vital that shareholders understand that fees have not increased, but for complete transparency our KID cost figure now includes an estimate of the fees at the underlying partnership level (costs borne by the HarbourVest fund of funds vehicles in which HVPE invests), including estimated performance fees. We appreciate that this increased level of disclosure may bring challenges for some of our shareholders, and we remain focused on trying to be as cost-effective as possible. It should be remembered, however, that HVPE offers investors a truly differentiated proposition in the form of an actively managed portfolio comprising thousands of private companies across the globe. This has taken many years to build and would be very difficult to replicate. Furthermore, HVPE's performance figures are always quoted net of all fees and costs.

Post-Period End

Board Changes

In accordance with the Board's succession planning programme, and our ambition for Directors to hold the necessary balance of skills to deliver the best stewardship of the Company for HVPE's shareholders, I am delighted to announce the appointment of Anulika Ajufo, who joined the Board as an independent non-executive Director with effect from 19 May 2022. Anulika brings 15 years' experience in capital raising and investments across sectors, including roles with the Soros Economic Development Fund, The Carlyle Group, and Goldman Sachs International. We are delighted to welcome Anulika to the Board, and hope that her appointment will allow us to continue to promote an engaged and collaborative culture in the boardroom.

Alan Hodson will step down from the Board at the Annual General Meeting in July 2022. Alan has provided invaluable service to HVPE, particularly in his role as Senior Independent Director ("SID"), and he leaves with our heartfelt thanks and best wishes on behalf of all shareholders. Francesca Barnes will assume the role of SID and of Chair of the Remuneration Committee and Libby Burne will take on the role of Chair of the Management Engagement and Service Providers Committee in her place after the Annual General Meeting. Further details of all the Board members can be found on pages 72 to 73.

New Joint Corporate Broker

As announced in May 2022, Peel Hunt was appointed as HVPE's joint corporate broker to work alongside Jefferies International. We have been impressed by Peel Hunt's proposition and feel the firm can bring focused support to the Company as we continue to grow and diversify our shareholder base, through expanding our distribution network and assisting our efforts to broaden HVPE's appeal to new investors.

Brand and Messaging

The Board appreciates the importance of clear communication. HVPE can appear complex, so it is vital we articulate our proposition clearly. We are also aware of our broadening shareholder base, and the growing number of individual private investors joining the share register. With this in mind, the Board and Investment Manager have put weight behind improving the Company's brand representation and simplifying our messaging. The objective is to make HVPE more accessible and inclusive for a wider range of shareholders. We launched a new website (www.hvpe.com), which we have designed with an expanding shareholder base in mind. As well as delivering key financial reports, we have introduced new content for those less familiar with the asset class and its unique terminology. We hope the new website is an improvement, and, most importantly, that it continues to deliver the information you need from us.

Annual General Meeting ("AGM") and Capital Markets Morning

HVPE's AGM will be held in Guernsey at 1.00 p.m. BST on 20 July 2022. Formal notice will be sent to registered shareholders by 21 June 2022. We hope that all registered shareholders will exercise their votes by proxy. Except for Alan Hodson, who will be stepping down at this AGM, all Directors will submit themselves for re-election. As in prior years, in advance of the formal AGM, HVPE will hold a Capital Markets event for shareholders. This will take place on the morning of 15 June 2022 from 10.00 a.m. BST, and will assume a hybrid (in-person and virtual) format. Shareholders should contact Liah Zusman at hvpe_events@harbourvest.com should they wish to participate.

Outlook

This Company has delivered extraordinary returns through extraordinary times. While private markets continue to present a huge opportunity for investors, we are mindful of the very severe economic and political challenges currently besetting global markets. Not least, since the year end, most major public markets have experienced significant declines, driven by the war in Ukraine, and wider macro concerns. Specifically, the world is currently facing surging inflation, supply-chain dislocation, and rising interest rates; these factors, exacerbated by the ongoing war that is showing no sign of abating, will likely contribute to a significant slowdown in global economic growth over the near term. Private markets are likely to feel some degree of impact from these developments, so we might expect to see downward pressure on valuations in parts of HVPE's portfolio. In particular, the technology exposure that contributed to recent record NAV increases may face headwinds as investors rotate away from the growth theme, instead favouring investments in more traditional sectors. Nevertheless, we are strong believers in the power of diversification, and with other segments of the Company's portfolio potentially standing to benefit from the changed macro environment, we remain optimistic about the long-term prospects for HVPE. At times of uncertainty, it is vital to keep a level head, and we will remain measured and disciplined in our approach, maintaining our prudent, yet active, management of the Company's balance sheet and assets. This should enable HVPE to prosper through more challenging times.

This is a long-term asset class which rewards patience. The Board and I remain convinced that our proven strategy can continue to deliver strong returns to investors. As we approach our 15-year anniversary with a proud track record of having delivered compound annual growth of 12% over that period, we thank all shareholders for your continued support and encouragement.

Ed WarnerChair26 May 2022

Principal risks and uncertainties

Risk Factors and Internal Controls

The Board is responsible for the Company's risk management and internal control systems and actively monitors the risks faced by the Company, taking steps to mitigate and minimise these where possible. Further details on the Board's governance and oversight can be found on pages 71 to 89.

Risk Appetite

The Board's investment risk appetite is to follow an over-commitment policy that allows balanced, regular investment through economic and investment cycles whilst ensuring that it has access to sufficient funding for any potential negative cash flow situations, including under an Extreme Downside scenario. At the same time, the funding available to the Company by way of cash balances and lending facilities is managed to ensure that its cost, by way of interest, facility fees or cash drag, is reasonable. When considering other risks, the Board's risk appetite is to balance the potential impact and likelihood of each risk with the cost of any additional control and mitigation measures. In doing so, as a baseline, the Board will seek to follow best practice and remain compliant with all applicable laws, rules, and regulations.

Risk Management

As recommended by the Audit and Risk Committee (see the report of the activities of that Committee on pages 83 to 85), the Directors have adopted a risk management framework to govern how the Board identifies existing and emerging risks, determines risk appetite, identifies mitigation and controls, assesses, monitors and measures risk, and reports on risks.

The Board reviews risks at least twice a year and receives deep-dive reports on specific risks as recommended by the Audit and Risk Committee. The Board divides identified risks into those which have a higher probability and a significant potential impact on performance, strategy, reputation, or operations, and those which are less material and are monitored on a watchlist. The Board also conducts an annual exercise to identify new or emerging risks. As a result of this exercise, emerging risks relating to developing competitive threats in the private equity fund market and the relationship between the Board and the Investment Manager, were identified and will form part of the ongoing risk management process. 

In considering material risks, the Board identified those which should be categorised as principal risks, which are those where the combination of probability and impact was assessed as being most significant and which the Board therefore considers could seriously affect the performance, future prospects, or reputation of the Company. These principal risks are described below and include all those previously identified by the Board, together with an additional risk relating to ESG which was classified as a principal risk following the year-end.

Investment Manager's report

NAV per Share - 12 Months to 31 January 2022

HVPE's portfolio generated a record NAV per share return over the reporting period, increasing by 37% year-on-year to reach $49.11 as at 31 January 2022 (31 January 2021: $35.97). This continued strong performance represents the highest annual NAV per share growth figure on record, surpassing the previous record of 30% set in the prior financial year.

The COVID-19 vaccine roll-out in most major global economies, which gathered pace around the start of this reporting period, helped to stimulate economic recovery which, in turn, contributed to the strong gains in our NAV per share through the year. By the end of the half-year period, we had already reported a NAV per share increase of 23%. While the rate of NAV per share growth moderated in the second half, the resulting financial year-end NAV per share increase of 37% exceeded the return of most major public equity markets1 over the same period. HVPE's public market benchmark, the FTSE AW TR Index (in US dollars), increased by 14% in the 12 months to 31 January 2022. Although HVPE's NAV per share growth outperformed, public markets tend to be more volatile especially during periods of uncertainty, and therefore we believe short-term comparisons are less meaningful. Longer-term comparisons through the cycle are more reflective of HVPE's relative performance, as described on pages 14 and 15 of the KPIs section.

During the 12 months ended 31 January 2022, there was a $1.06 billion net gain on investments, contributing to an overall increase in net assets of $1.05 billion. This compares with a $682 million net gain on investments and an overall increase in net assets of $670 million for the 12 months to 31 January 2021. In contrast to the prior financial year, whereby the gain on investments was driven by the unrealised portion of the portfolio, the overall net gain in this financial year was broadly split between unrealised and realised gains, the latter following the large number of exits during the period (see pages 36 and 37 for more detail on these).

The higher overall net gains in absolute terms in this reporting period compared with the same period last year reflect increased exit activity and the strong performance of the underlying portfolio, particularly in overweight sector exposures such as Tech & Software and, to a lesser extent, Medical & Biotech (see the industry diversification charts on page 37). Despite these sector overweights, HVPE remains very well diversified, as demonstrated by the same charts on pages 36 and 37. We believe diversification remains essential to achieving consistently strong returns, as the various sub-sectors within the portfolio tend to outperform on a relative basis at different stages in the cycle. As at 31 January 2022, the top 100 companies in the portfolio represented 32% of the Investment Portfolio (31 January 2021: 35%) and the top 1,000 companies represented 84% (31 January 2021: 84%).

In percentage terms, the Primary portfolio was the best performing strategy, delivering value growth of 40% over the 12 months. Geographically, the strongest gains came from the US portfolio, which generated a value increase of 35%; this was followed by the Rest of World assets, which returned 28%. In terms of stage, Venture and Growth Equity was the strongest performer, growing 46% over the 12 months ended 31 January 2022. In the prior financial year, the best performers by strategy and stage were the same as above, but by geography Europe was the strongest. More information on the growth drivers for the year to 31 January 2022 can be found on page 50.

As at 31 January 2022, HVPE held investments in 57 HarbourVest funds and 16 secondary co-investments2 (compared with 51 and 10, respectively, at 31 January 2021). Secondary co-investments are transactions that HVPE is invited to participate in through the Secondary Overflow funds; HVPE assesses these on a case-by-case basis, but sees them as a cost-effective route to accessing attractive secondary deals.

New commitments during the period can be found on page 35. Of all the underlying funds, the largest drivers of NAV per share growth during the 12 months to 31 January 2022 are described below:

· Fund X Venture, a US-focused venture fund of funds, was the largest contributor, adding $1.95 to NAV per share. With a vintage year of 2015, this fund is in the growth phase. This growth came predominantly from unrealised gains over the period.

· Following behind this was Fund XI Venture, a later fund of the same strategy, adding $1.12 to NAV per share. This is a 2018 vintage fund in its investment phase. This uplift was derived primarily from unrealised gains over the period.

· Fund XI Buyout, a US-focused buyout fund of funds, added $0.99. This 2018 vintage fund is in its investment phase. As might be expected at this stage of the fund's life, most of this growth was driven by unrealised gains.

· Fund X Buyout, a 2015 vintage US-focused buyout fund of funds, was the fourth largest contributor adding $0.94 to NAV per share over the period. This growth came predominantly from realised gains over the period.

· HIPEP VII Partnership, a 2014 vintage international fund of funds, added $0.65 to NAV per share. This growth came predominantly from realised gains over the period.

All of the remaining HarbourVest funds in the portfolio added an aggregate $9.05 to HVPE's NAV per share over the financial year.

1 Public market comparisons include: S&P 500, FTSE 100, FTSE 250, Dow Jones, Nasdaq, Stoxx50, Nikkei 225, and Hang Seng indices.

2 These include five Secondary Overflow III investments, 10 Secondary Overflow IV investments, and Conversus, referred to as "HVPE Charlotte Co-Investment L.P.", in the Audited Consolidated Schedule of Investments. Absolute ("HVPE Avalon Co-Investment L.P.") has been fully realised

New Fund Commitments

In the 12 months ended 31 January 2022, HVPE made total commitments of $1.4 billion across seven HarbourVest funds and seven secondary co-investments (12 months to 31 January 2021: $195 million). This took total unfunded commitments to $2.5 billion at 31 January 2022. The substantial year-on-year increase in commitments largely reflects below-average commitments made in the prior financial year, following the temporary pause to the commitment plan during 2020 in response to COVID-19.

Of the total capital committed, the largest commitment was $445 million to HIPEP IX (an international multi-strategy fund of funds). Other large commitments included $245 million to Fund XII Buyout (a US-focused buyout fund of funds) and a commitment of $210 million to Asia Pacific 5 (an Asia-focused multi-strategy fund of funds). The remaining commitments included $170 million to 2021 Global Fund (a global multi-strategy fund of funds), $135 million to Fund XII Venture (a US-focused venture fund of funds), $100 million to Co-Investment VI (a global direct co-investment fund), $73 million to various secondary transactions within Secondary Overflow IV, and $45 million to Fund XII Micro Buyout (a US-focused small buyout fund of funds). More information is available on page 46.

These commitments are in line with the Company's Strategic Asset Allocation targets and reflect the Investment Manager's and Board's current perspective on the most appropriate portfolio composition required to optimise long-term NAV growth for shareholders.

Portfolio Cash Flows and Balance Sheet

HVPE was net portfolio cash flow positive in the 12 months to 31 January 2022, driven largely by elevated distributions during the months of June, September, November, and December 2021.

In the 12 months to 31 January 2022, HVPE received a record (in absolute terms) annual total of $835 million in cash distributions (12 months to 31 January 2021: $290 million), while funding a record capital call amount of $515 million into HarbourVest funds (12 months to 31 January 2021: $431 million). This resulted in HVPE receiving net proceeds of $320 million over the reporting period.

Record monthly levels of distributions (in absolute terms) from HarbourVest funds were seen in June ($131 million) and then quickly surpassed in September ($132 million), reflecting consistently strong exit activity. Over the year, proceeds were mostly driven from HarbourVest primary funds (69%), followed by secondary funds (18%).

As a result of the net positive cash inflows, HVPE's cash balance increased from $98 million at 31 January 2021 to $284 million at 31 January 2022, while the Company also repaid its remaining outstanding borrowing on the credit facility.

To further support HVPE's unfunded commitments as the Company scales, a $100 million increase to the credit facility was announced on 21 December 2021, bringing the total size of the facility to $700 million at that date. The additional $100 million is being provided by Credit Suisse, which increases its total commitment to $400 million. Mitsubishi UFJ retained its current commitment of $300 million. As at 31 January 2022, HVPE had the full $700 million credit facility available. The latest cash position is reported under Recent Events on page 64.

The largest HarbourVest fund capital calls and distributions over the reporting period are set out in the tables below.

Top Five HarbourVest Fund Calls

Top Five HarbourVest Fund Distributions

HVPE has indirect exposure, on a look-through basis, to a pro rata share of borrowing carried on the balance sheets of some of the HarbourVest funds (referred to as HarbourVest fund-level borrowing) in which HVPE is a LP. It is important to note that HVPE has no additional liability for these borrowings beyond its uncalled commitments to each fund. As at 31 January 2022, HVPE's share of HarbourVest fund-level borrowing on a look-through basis was $450 million, a net increase of $72 million from $378 million at 31 January 2021. Expressed as a percentage of NAV, the figure decreased from 13% to 11% over the 12-month period. In order to calculate a look-through gearing figure, an investor should take the fund-level borrowing of $450 million and factor in HVPE's net cash/debt position at the Company level (net cash $284 million). As at 31 January 2022, the resulting net total borrowing figure of $166 million would translate to an approximate level of look-through gearing of 4%. More detail on the HarbourVest fund-level borrowing, and how we factor this into our balance sheet management, can be found under Managing the Balance Sheet on page 16.

M&A Transactions and IPOs

During the 12 months ended 31 January 2022, there were a total of 555 known M&A transactions and IPOs. This is more than double the 270 seen in the 12 months to 31 January 2021. Last year proved to be one of the strongest exit markets on record for the industry1, driven by an open IPO window, and following a disrupted 2020 market in which uncertainty caused by COVID-19 led many GPs to suspend or delay exit processes. That said, approximately 73% (404) of the 555 liquidity events in HVPE's portfolio were trade sales or sponsor-to-sponsor transactions, with the remaining 27% (151) being IPOs.

Over the period, the weighted average uplift to pre-transaction carrying value for a large sample of transactions was 92%. This was driven by IPOs from within the Venture and Growth Equity portfolio.

The top five M&A transactions and IPOs (by contribution to HVPE NAV per share) are listed below.

Top Five M&A transactions

(by contribution to HVPE NAV per share2)

Top Five IPOs

(by contribution to HVPE NAV per share2)

Of HVPE's total 555 known M&A transactions and IPOs, 281, or just over half, related to venture-backed companies. This figure is representative of wider market trends as there were a considerable number of venture-related exits in the first half of the year, with the technology and healthcare sectors dominating this activity.

1 EY "PE Pulse", January 2022.

2 As measured since the announcement of the transaction or IPO filing.

Breakdown of Liquidity Events

Strategic Asset Allocation

The Company's SAA targets are reviewed annually and in November 2021, the HVPE Board approved a set of revisions to the Company's geographical target weights. These were: an increase to Europe from 18% to 20%, an increase to Asia Pacific from 17% to 20%, and removal of the Rest of World allocation (previously 5%). The rationale for removing the Rest of World allocation was that long-term historic returns had not compensated sufficiently for the heightened risk and volatility observed in that part of the portfolio. Secular growth trends in Asia and a growing range of attractive investment opportunities drove a desire to increase exposure to that region over the medium to long term, while recent positive developments in the European private markets prompted a partial reversal of our 2016 decision to reduce exposure to Europe. All other targets remain unchanged. The next review is scheduled to take place in November 2022.

Recent events

New Commitments Since 31 January 2022

Between 1 February 2022 and 26 May 2022, HVPE committed $510 million to the HarbourVest funds outlined below.

HVPE Estimated NAV at 30 April 2022

HVPE releases an estimated NAV on a monthly basis. These reports are available on the Company's website, generally within 20 calendar days of the month-end.

On 19 May, HVPE published an estimated NAV per share at 30 April 2022 of $47.54 (£37.81), a decrease of $1.57 from the final 31 January 2022 NAV (US Generally Accepted Accounting Principles ("GAAP")) figure of $49.11. This latest NAV per share is based on a valuation breakdown of: 10% as at 30 April 2022 (representing the public companies in the portfolio) and 90% actual 31 December 2021. Consistent with previous estimated NAV reports, valuations are also adjusted for foreign exchange movements, cash flows, and any known material events to 30 April 2022.

The Investment Pipeline of unfunded commitments increased from $2.5 billion at 31 January 2022 to $2.8 billion at 30 April 2022, based on the new commitments, capital funded, and taking foreign exchange movements into account.

HVPE's cash and cash equivalents also increased from $284 million at 31 January 2022 to $295 million at 30 April 2022.

At the end of April, HVPE's credit facility of $700 million remained undrawn. HVPE's look-through exposure to borrowing at the HarbourVest fund level had increased by $62 million, from $450 million at 31 January 2022 to $512 million at 30 April 2022. The latest balance sheet ratios can be found in the factsheet on the HVPE website: www.hvpe.com.

Share Price Since 31 January 2022

Like most major public equity indices1, HVPE's share price has declined since 31 January 2022, driven by the war in Ukraine, rising interest rates, broader technology sell off and wider macro concerns. While the closing price of £21.85 on 20 May 2022 represents a fall of 21% since the financial year end, it is worth noting that this corresponds to an increase of 17% from the 31 January 2021 share price of £18.70.

The market capitalisation of the Company as at 20 May 2022 was £1.7 billion and, as of the same date, HVPE was ranked 81st in the FTSE 250.

1 Public market comparisons include: S&P 500, FTSE 250, Dow Jones, Nasdaq, Stoxx50, Nikkei 225, and Hang Seng indices.

Market perspectives and outlook

Market Perspectives from HarbourVest Partners

Peter Wilson

Managing Director, HarbourVest

John Toomey

Managing Director, HarbourVest

As 2022 began, the aftershocks of COVID-19 were impacting economies in now familiar ways: inflation, supply chain disruption, and labour market pressures.

These downside pressures were balanced by positive factors too - not least a belief that coordinated Central Bank action could take the steam out of inflation, and that the reliable US consumer would help sustain growth. Our sense is that these forces were broadly balanced in the first part of the year - and indeed, through the end of March, the S&P 500 and MSCI Europe were only down roughly 5%1.

However, the lengthening war in Ukraine, the knock-on implications for commodity and energy markets, combined with the drumbeat of steadily rising inflation figures are making a recession in the medium term more likely. We continue to monitor these macro factors closely and consider their impact throughout the balance of 2022 and beyond.

Note on Russia and Ukraine from HarbourVest Partners

"The ongoing conflict in Ukraine has brought immense human suffering; simultaneously it is having a significant negative impact on global markets that likely will be long lasting.

Over HarbourVest's 40 year history, it has witnessed multiple periods of economic dislocation, including the 1991 Gulf War, the 1999/2000 technology bubble, and most recently, the Global Financial Crisis and the COVID-19 pandemic. HarbourVest believes this experience gives it an ability to recognise patterns that then inform its portfolio construction choices going forward. HarbourVest can confirm, for example, that it has no investment exposure to Ukraine and negligible residual exposure to Russia - less than 0.2% of HVPE's NAV2.

1 Data from Bloomberg, May 2022.

2 As at 31 January 2022. This includes companies based in the country, according to information reported by the underlying manager. This does not reflect companies that derive revenues from these countries, nor those with a portion of their team or operations in the region.

Outlook Across HarbourVest Strategies

Primary

Carolina Espinal

Managing Director, HarbourVest

Fundraising momentum and broadening GP offerings set to run into 2022.

"2021 saw the deepening of private markets globally, with strong recovery following the pandemic's initial impacts and record levels of performance. Even with market volatility in early 2022, investor demand for private equity exposure remains high and 2022 looks set to be a record fundraising year, which could lead to a paradigm shift in the industry's scale. The opportunity set within private equity is also broadening, with proven managers expanding fund offerings to specific sectors or adjacent size opportunities, giving LPs access to an ever-widening range of investment opportunities. The main challenge for LP investors will be whether their allocations and bandwidth can stretch to meet the wealth of opportunity available.

"We have been operating in a high valuation environment for a number of years now. The pandemic compounded the issue as uncertainty drove a flight to quality, resilient assets. For managers to continue to deliver strong returns in this environment, we anticipate something of an arms race as managers at all levels in the market enhance their value creation capabilities to differentiate themselves in this competitive landscape, through areas such as data integration, tech-enablement, and resource efficiencies.

"Looking ahead, some of biggest areas of opportunity lie in the next layer of innovation and digital penetration. We have already seen sectors such as education and healthcare digitally transform during the pandemic, and we expect this trend to continue across a broader range of sectors including energy transition."

Secondary

David Atterbury

Managing Director, HarbourVest

Potential for volumes to reach a new record level in 2022 as investors look for ways to maintain allocations to private markets.

"2021 was a record setting year in the secondary market, with total transaction volume across the industry eclipsing $130bn. Looking ahead, we predict that GP-led transactions will continue to drive opportunities and the move towards a greater penetration of single assets is likely to stay.

"Given the myriad opportunities, we do foresee potential for a liquidity crunch which plays to the strengths of the secondary market. The strong performance across all parts of the private equity market in 2021 saw many investors bump up against their allocation limits well before the end of the year. This led to several large secondary transactions as investors required dry powder to commit to GPs who are returning to the market with new fund offerings more quickly than in the past. Volatility in public markets may exacerbate this problem through the 'denominator effect', when a decline in overall portfolio valuations driven by public equities has the effect of increasing an investor's relative weighting to private equity. As a buyer, these dynamics represent huge opportunities as investors look at alternative ways to free up allocations with secondary liquidity being an important way of achieving that through 2022.

"Lastly, the wave of consolidation and expansion across both the buyside and advisory landscape over recent years has highlighted the importance of finding the right investment partner. This is an attractive segment of the market - something that has not gone unnoticed with many choosing to expand their teams to chase the opportunity. Investors should ultimately be careful in choosing when, where and with whom their capital is deployed. While there will be many great investment opportunities in 2022, there will also be those looking to dress up and offload poor investments that have stagnated through the pandemic or suffered in an inflationary period. Investing with the right GP who can separate the wheat from the chaff will be the key to success next year."

Direct

Craig MacDonald

Managing Director, HarbourVest

Portfolio diversity and downside risk protection to gain renewed focus in 2022.

"2021 was a year of considerable activity particularly in the tech and healthcare sectors, as investors sought resilient assets which were well-placed to weather and even grow in the continued pandemic environment. However, in line with the broader global recovery, other sectors such as industrials and consumer started to spring back and deal activity across sectors was recovering toward pre-pandemic levels. As the move out of the pandemic was complicated by events in the Ukraine and related impacts on inflation and supply chains, the sectors have new challenges. Nevertheless, the COVID-19 pandemic reinforced the importance of a diverse portfolio to mitigate risk, whilst also capitalising on opportunities those same risks create.

"Despite the general trend of recovery, companies will still face challenges in 2022, particularly around inflation and supply chains - challenges heightened by events in Ukraine. Private equity as an ownership model is well-placed to handle both inflationary pressures and supply chain issues, thanks to the industry's ability to react quickly to the environment.

"Looking ahead, investors will need to be particularly focused in their partnerships. Who they are working with, from a GP perspective, will be crucial. Superior managers' abilities to differentiate themselves from both public and private benchmarks against the backdrop of a potential downturn in markets is key and investors will want to be as selective as possible in their GP relationships. This has always been the case but will gain renewed focus as we move into 2022."

Infrastructure and Real Assets

Kevin Warn-Schindel

Managing Director, HarbourVest

Continued interest in infrastructure as investors seek inflation protection.

"Over the long term, infrastructure and real assets investment opportunities will be impacted by mega-trends related to policy, demographics, technology, and increasingly sustainability. The pandemic has strengthened these trends and we have been leaning into them. Of note, 2021 was a year of considerable activity for energy transition investments across a range of risk-return profiles, spanning renewable energy, battery storage, and electronic vehicle charging infrastructure. We expect private infrastructure investment will continue to play a significant role in organising the necessary capital to facilitate the transition of the energy grid and increasing the capacity of new renewable power generation. These infrastructure investments are critical to meeting the continued projected growth in global power demand.

"As we look ahead to 2022, we expect investors will continue to increase their exposure to infrastructure, by rotating out of bond allocations and into inflation hedging assets. Rising inflation - driven by excess monetary liquidity, excess fiscal stimulus, and by supply and labour constraints - is a concern for many investors who have inflation-linked liabilities or are worried about a decline in purchasing power. Investors are using infrastructure allocation to mitigate against these inflationary price pressures, as real assets perform well in a high interest rate environment. Our expectation is that investor appetite will continue to increase as institutions seek out infrastructure for stable yield, downside protection, and inflation mitigation."

ESG factors are in consideration across all HarbourVest strategies. For more information, please turn to pages 38 to 43.

Board of Directors

Edmond ("Ed") Warner

Chair, IndependentNon-Executive Director, appointed August 2019

Key relevant skills:

· Leadership skills

· Investment strategist

· Extensive financial services experience

Ed Warner has extensive financial services experience from years spent in senior positions at several investment banks and financial institutions, including IFX Group, Old Mutual Plc, NatWest Markets, and Dresdner Kleinwort Benson. He has considerable Plc experience and has chaired the boards at a range of prominent organisations. He is also chair of the online derivatives exchange LMAX.

Prior chair roles include Air Partner Plc, the BlackRock Energy and Resources Income Trust, Grant Thornton UK LLP, Standard Life Private Equity Trust, and Panmure Gordon & Co.

Committees:

Chair of the Nomination Committee and Member of the Management Engagement and Service Provider, Remuneration and Inside Information Committees.

Anulika Ajufo

Independent Non-Executive Director, appointed May 2022

Key relevant skills:

· Extensive experience in investment strategy development and execution

· Experience with multiple investment structures

· Strong background in ESG

Anulika manages a portfolio of investments across EMEA and chairs the Board of Governors at University of East London.

Anulika has extensive investment experience and believes in investing for good. Having worked at some of the leading financial institutions -- Lehman Brothers and Goldman Sachs in investment banking, and private equity with The Carlyle Group and Soros Fund, Anulika has developed an impressive investment track record.

She has led the development of greenfield impact investment structures in emerging markets. She has developed inclusive investment strategies for development finance institutions (DFIs), corporations, and foundations; of note, she co-led the design and implementation of George Soros' $500 million commitment to programmes and companies.

Anulika has a Master's (MEng) in Medical Engineering from Queen Mary University of London and an MSc in Law and Finance from the University of Oxford.

Committees:

Member of the Audit and Risk, Remuneration, Nomination, and Management Engagement and Service Provider Committees

Francesca Barnes

IndependentNon-Executive Director, appointed April 2017

Key relevant skills:

· Extensive private equity investment experience

· Ten years' governance experience on public and private company boards

· Risk management experience

Francesca Barnes is a Non-Executive Director of NatWest Holdings Limited, and a number of NatWest Group's other ring-fenced bank boards, as well as Capvis private equity. She is a member of the University of Southampton council and recently stood down as Chair of Trustees for Penny Brohn UK. Francesca spent 16 years at UBS AG. For the latter seven of these she served as Global Head of Private Equity, following on from senior positions in restructuring and loan portfolio management. Prior to this, she spent 11 years with Chase Manhattan UK and US, in roles spanning commodity finance, financial institutions, and private equity.

Committees:

Chair of the Management Engagement and Service Provider Committee and Member of the Audit and Risk, Remuneration and Nomination Committees.

Following the AGM, Ms Barnes will take on the role of Senior Independent Director and as such will become Chair of the Remuneration Committee. Ms Barnes will stand down as Chair of the MESPC but will remain a Member of that Committee.

Elizabeth ("Libby") Burne

IndependentNon-Executive Director, appointed March 2021

Key relevant skills:

· Chartered certified accountant

· Extensive audit and risk management experience

· Over 20 years' experience of working with Guernsey regulated, listed, and closed-ended investment structures

Libby Burne has spent her career working within the financial services sector. She is a Non-Executive Director of Bluefield Solar Income Fund Limited as well as a number of private venture capital, real estate and Insurance structures. Prior to becoming a Non-Executive Director Libby was an audit director at PwC in the Channel Islands and, previously, PwC Australia where she led the audits of investment vehicles listed on the London Stock Exchange and Australian Stock Exchange as well as many private structures. Libby is a Fellow of the Association of Chartered Certified Accountants, holds a degree in Applied Accounting, and is a Guernsey resident, as such bringing recent and relevant financial and sector experience.

Committees:

Member of the Audit and Risk, Remuneration, Nomination, and Management Engagement and Service Provider Committees.

Following the AGM, Ms Burne will take on the role of Chair of the MESPC.

Carolina Espinal

Non-Executive Director, appointed July 2019

Key relevant skills:

· 19 years' private equity investment experience

· Responsibility for strategy and business development of European and global primary businesses

· Lead Director for ESG factors

Carolina Espinal joined HarbourVest in 2004 to focus on partnership investments in Europe and other emerging markets and became a Managing Director in 2015. Carolina focuses on managing European venture capital and buyout partnership investments and has collaborated with the secondary and co-investment groups on several investment opportunities. As a HarbourVest executive she currently serves on the advisory boards of funds managed by Abénex Capital, ECI, Inflexion, and Advent International.

Her previous experience includes two years as a financial analyst with the Merrill Lynch Energy and Power M&A team in Houston.

Carolina graduated from Rice University with a BA in Managerial Studies, Policy Studies, and Economics in 2000. She received an MSc in Finance from the London Business School in 2003.

Committees:

None (as a HarbourVest executive)

Alan Hodson

Senior Independent Non-Executive Director, appointed April 2013

Key relevant skills:

· Knowledge of listed equity markets

· Experience on several investment company boards

· Strong background in governance and risk management

Alan Hodson is Chairman of Charity Bank. Alan joined Rowe and Pitman (subsequently SG Warburg, SBC, and UBS) in 1984 and worked in a range of roles, all related to listed equity markets. He became Global Head of Equities in April 2001 and was a member of the Executive Committee of UBS Investment Bank and of the UBS AG Group Managing Board. He retired from UBS in June 2005 and has since held positions on a variety of commercial and charity boards.

Due to his length of tenure, Mr Hodson will not be standing for re-election at the AGM.

Committees:

Chair of the Remuneration Committee, Member of the Audit and Risk, Nomination, and Management Engagement and Service Provider Committees.

Steven Wilderspin

Independent Non-Executive Director, appointed May 2018

Key relevant skills:

· Chartered accountant, qualified in audit

· Extensive governance experience on public and private company boards

Steven Wilderspin has more than ten years' experience as a Non-Executive Director on the boards of private equity partnerships and listed investment companies.

Steven, a qualified Chartered Accountant, has provided independent directorship services since 2007. He has served on a number of private equity, property, and hedge fund boards as well as commercial companies. Steven currently serves as the Chairman of the risk committee of Blackstone Loan Financing Limited and Chairman of the audit and risk committee of GCP Infrastructure Investments Limited. In 2017 Steven stepped down from the Board of 3i Infrastructure Plc, where he was Chairman of the Audit and Risk committee, after ten years' service. From 2001 until 2007, Steven was a Director of fund administrator Maples Finance Jersey Limited, where he was responsible for fund and securitisation structures. Steven has recent and relevant financial and sector experience.

Committees:

Chair of the Audit and Risk Committee, and Member of the Inside Information, Nomination, Remuneration and Management Engagement and Service Provider Committees.

Peter Wilson

Non-Executive Director, appointed May 2013

Key relevant skills:

· Member of HarbourVest's two-person Executive Management Committee ("EMC"), including responsibility for HarbourVest's corporate strategy

· 25 years' private equity industry knowledge and experience

Peter Wilson joined HarbourVest's London team in 1996 and is one of two members of the firm's Executive Management Committee, which serves as HarbourVest's CEO.

He serves on the advisory committees for partnerships managed by CVC Capital Partners, Holtzbrinck Ventures, and Index Venture Management. Peter also served as Founding Chair of the Board of Trustees of City Year UK Limited.

Prior to joining the firm, he spent three years working for the European Bank for Reconstruction and Development, where he originated and managed two regional venture capital funds in Russia. Peter also spent two years at the Monitor Company, a strategy consulting firm based in Cambridge, Massachusetts.

He received a BA (with honours) from McGill University in 1985 and an MBA from Harvard Business School in 1990. Peter speaks German and French.

Committees:

None (as a HarbourVest executive)

Directors' report

Annual Report and Audited Consolidated Financial Statements

The Directors present their report and the Audited Consolidated Financial Statements (the "Financial Statements" or "Accounts") for the year ended 31 January 2022.

A description of important events and principal activities which have occurred during the financial year and their impact on the performance of the Company, as shown in the Financial Statements, is provided in the Strategic Report, beginning with the Chair's Statement on pages 4 to 7.

A description of the emerging and principal risks and uncertainties facing the Company, together with an indication of the Company's likely future development and the important events that have occurred since the end of the financial year, is also provided in the Strategic Report and referenced in the notes to the Financial Statements. Combined, all sections in this document constitute the "Annual Report".

Corporate Summary

The Company is a closed-ended investment company incorporated in Guernsey on 18 October 2007 with an unlimited life. The Company currently has one class of shares (the "Ordinary Shares"), and these shares are admitted to trading on the Main Market of the London Stock Exchange.

With effect from 10 December 2018, the Company introduced an additional US dollar market quotation which operates alongside the Company's existing sterling quotation, allowing shares to be traded in either currency.

Investment Objective and Investment Policy

The Company's investment objective is to generate superior shareholder returns through long-term capital appreciation by investing primarily in a diversified portfolio of private equity investments. The Company may also make investments in private market assets other than private equity where it identifies attractive opportunities.

The Company seeks to achieve its investment objective primarily by investing in investment funds managed by HarbourVest, which invests in or alongside third-party managed investment funds ("HarbourVest Funds"). HarbourVest Funds are broadly of three types: (i) "Primary HarbourVest Funds", which make limited partner commitments to underlying private market funds prior to final closing; (ii) "Secondary HarbourVest Funds", which make purchases of private market assets by acquiring positions in existing private market funds or by acquiring portfolios of investments made by such private market funds; and (iii) "Direct HarbourVest Funds", which invest into operating companies, projects, or assets alongside other investors.

In addition, the Company may, on an opportunistic basis, make investments (generally at the same time and on substantially the same terms) alongside HarbourVest Funds ("Co-investments") and in closed-ended listed private equity funds not managed by HarbourVest ("Third-Party Funds"). Co-investments made by the Company may, inter alia, include investments in transactions structured by other HarbourVest vehicles including, but not limited to, commitments to private market funds or operating companies in which other HarbourVest funds have invested.

Cash at any time not held in such longer-term investments will, pending such investment, be held in cash, cash equivalents, money market instruments, government securities, asset-backed securities, and other investment-grade securities and interests in any private equity vehicle that is listed or traded on any securities exchange (''Temporary Investments").

The Company uses an over-commitment strategy in order to remain as fully invested as possible. To achieve this objective, the Company has undrawn capital commitments to HarbourVest Funds and Co-investments which exceed its liquid funding resources but uses its best endeavours to maintain capital resources which, together with anticipated cash flows, will be sufficient to enable the Company to satisfy such commitments as they are called.

Diversification and Investment Guidelines

The Company will, by investing in a range of HarbourVest Funds, Co-investments, and Third-Party Funds, seek to achieve portfolio diversification in terms of:

· geography: providing exposure to assets in the US, Europe, Asia, and other markets;

· stage of investment: providing exposure to investments at different stages of development such as early stage, balanced and late stage venture capital, small and middle-market businesses or projects, large capitalisation investments, mezzanine investments, and special situations such as restructuring of funds or distressed debt;

· strategy: providing exposure to primary, secondary, and direct co-investment strategies;

· vintage year: providing exposure to investments made across many years; and

· industry: with investments exposed, directly or indirectly, to a large number of different companies across a broad array of industries.

In addition, the Company will observe the following investment restrictions:

· With the exception, at any time, of not more than one HarbourVest Fund or Co-investment to which up to 40% of the Company's Gross Assets (see page 130 for the definition) may be committed or in which up to 40% of the Company's Gross Assets may be invested, no more than 20% of the Company's Gross Assets will be invested in or committed at any time to a single HarbourVest Fund or Co-investment.

· No more than 10% of the Company's Gross Assets will be invested (in aggregate) in Third-Party Funds.

· The Investment Manager will use its reasonable endeavours to ensure that no more than 20% of the Company's Gross Assets, at the time of making the commitment, will be committed to or invested in, directly or indirectly, whether by way of a Co-investment or through a HarbourVest Fund, (a) any single ultimate underlying investment, or (b) one or more collective investment undertakings which may each invest more than 20% of the Company's Gross Assets in other collective investment undertakings (ignoring, for these purposes, appreciations, and depreciations in the value of assets, fluctuations in exchange rates, and other circumstances affecting every holder of the relevant asset).

· Any commitment to a single Co-investment which exceeds 5% of the Company's NAV (calculated at the time of making such commitment) shall require prior Board approval, provided however that no commitment shall be made to any single Co-investment which, at the time of making such commitment, represents more than 10% (or, in the case of a Co-investment that is an investment into an entity which is not itself a collective investment undertaking (a "Direct Investment"), 5% of the aggregate of: (a) the Company's NAV at the time of the commitment; and (b) undrawn amounts available to the Company under any credit facilities.

· The Company will not, without the prior approval of the Board, acquire any interest in any HarbourVest Fund from a third party in a secondary transaction for a purchase price that:

(i) exceeds 5% of the Company's NAV; or

(ii) is greater than 105% of the most recently reported NAV of such interest (adjusted for contributions made to and distributions made by such HarbourVest Fund since such date).

Save for cash awaiting investment which may be invested in Temporary Investments, the Company will invest only in HarbourVest Funds (either by subscribing for an interest during the initial offering period of the relevant fund or by acquiring such an interest in a secondary transaction), in Co-investments or in Third-party Funds.

Company's Right to Invest in HarbourVest Funds

Pursuant to contractual arrangements with HarbourVest, the Company has the right to invest in each new HarbourVest Fund, subject to the following conditions:

· Unless the Board agrees otherwise, no capital commitment to any HarbourVest Fund may, at the time of making the commitment, represent more than 35% or less than 5% of the aggregate total capital commitments to such HarbourVest Fund from all its investors.

· Unless HarbourVest agrees otherwise, the Company shall not have a right to make an investment in, or a commitment to, any HarbourVest Fund to which ten or fewer investors (investors who are associates being treated as one investor for these purposes) make commitments.

Leverage

The Company does not intend to have on its balance sheet aggregate leverage outstanding at Company level for investment purposes at any time in excess of 20% of the Company's NAV. The Company may use additional borrowings for cash management purposes, or in the event of a material downturn. These borrowings could be for extended periods of time depending on market conditions.

Principal Risks and Uncertainties

The principal risks the Board has reviewed are disclosed on pages 26 to 29 of the Strategic Report.

Results and Dividend

The results for the financial year ended 31 January 2022 are set out in the Consolidated Statements of Operations within the Financial Statements on page 100. In accordance with the investment objective of the Company to generate superior shareholder returns through long-term capital appreciation, the Directors did not declare any dividends during the year under review and the Directors do not recommend the payment of dividends as at the date of this report.

Directors

The Directors as shown on pages 72 and 73 all held office throughout the entire reporting period, except for Ms Burne who was appointed with effect from 1 March 2021 and Ms Ajufo who was appointed with effect from 19 May 2022. All Directors listed were in place at the date of signature of this Annual Report. Ms Espinal and Mr Wilson are Managing Directors of HarbourVest Partners (UK) Limited, a subsidiary of HarbourVest Partners, LLC. All Directors, other than Ms Espinal and Mr Wilson, are considered to be independent. Mr Hodson is the Senior Independent Director. Further details of the Board composition can be found on page 81.

Mr Hodson has been an independent Director of the Company since April 2013, a period of just over nine years. In accordance with the Board's Tenure Policy, Mr Hodson has therefore notified the Company of his intention to stand down as a Director at the upcoming AGM. Ms Barnes will be appointed as Senior Independent Director in his place.

Save as disclosed in this Annual Report, the Company is not aware of any other potential conflicts of interest between any duty owed to it by any of the Directors and their respective private interests.

Directors' Interests in Shares

1 Ms Burne was appointed as a Director with effect from 1 March 2021 at which point she held 786 shares.

2 Of the total shares held, 2,391 shares were split equally (797 each) between Ms Espinal's three children, with Ms Espinal holding 1,000 shares.

3 Of the total shares held, 200 were held by Mr Wilson's father, with Mr Wilson holding 25,000.

Ms Ajufo was appointed as a Director with effect from 19 May 2022. She does not own any shares in the Company.

Substantial Shareholders

The table that follows shows the interests of major shareholders based on the best available information provided by the analysis of the Company's share register, incorporating any disclosures provided to the Company in accordance with Disclosure Guidance and Transparency Rule 5 in the period under review and up to 5 May 2022.

4 Please note that, at 31 January 2022, Smith & Williamson was below the 5% of voting rights threshold to be classed as a substantial shareholder.

Corporate Governance

The Board recognises the importance of sound corporate governance and follows best practice requirements wherever possible. The Company complies with the AIC Code published in February 2019, which is endorsed by the Financial Reporting Council ("FRC"). A Statement of Compliance with the AIC Code is provided on page 89 and further details about how our Corporate Governance framework operates can be found throughout this Governance Report.

Corporate Responsibility

The Board considers the ongoing interests of stakeholders and investors through open and regular dialogue with the Investment Manager. The Board receives regular updates outlining regulatory and statutory developments, and responds as appropriate.

Approach to ESG

The Board recognises the critical importance of ESG considerations to many investors. It acknowledges that ESG issues can present both opportunities and threats to long-term investment performance, and is committed to responsible and sustainable investing. The Board also believes that HVPE will benefit from the continued evolution of HarbourVest's ESG practices and standards.

The Board is aware that as an investment company, its approach to ESG matters is materially informed by the strategy of the Investment Manager and accordingly the Board is committed to ensuring that it has appointed an Investment Manager that applies the highest standards of ESG practice, and has the skill and vision to respond to ongoing developments. It is confident that in HarbourVest it has such an Investment Manager.

The Board is reliant on the Investment Manager's screening processes, controls, and priorities to address ESG matters within the investment portfolio in both the selection and oversight of investments. The Board believes that engagement with management of investee companies and funds is an effective way of driving meaningful change and takes considerable comfort from the extent of the Investment Manager's activity in this area, which is described on pages 38 to 43.

The Board receives regular updates from the Investment Manager on the development and implementation of its ESG policies and processes, and the Board will continue to monitor those closely. These updates include information on the levels of engagement with investee companies and ESG issues in respect of their monitoring and selection of holdings in the Company's portfolio. This provides a valuable opportunity for the Board to confirm and challenge the Investment Manager to demonstrate that it is continuing to apply the highest standards of ESG practice across its investments and operations.

The Board recognises that the Investment Manager has been a signatory to the UN Principles for Responsible Investment ("PRI") since 2013, that it is committed to considering the potential impact that its investment and operational decisions could have, and that it encourages the GPs with which it invests to adopt the PRI. With regard to environmental and climate disclosures, the Investment Manager has started to report annually on its progress through its ESG report (https://viewpoints.harbourvest.com/2020-esg-report/cover/) in line with the recommendations of the TCFD. The Board has noted that the Investment Manager is a CarbonNeutral® company in accordance with The CarbonNeutral Protocol, a leading framework for carbon neutrality. The Investment Manager's offsetting programme delivers finance to emission reduction projects, supporting the transition to a low carbon economy. Finally, the Board also reviews the Investment Manager's approach to promoting diversity, social responsibility, and projects to combat social exclusion and enhance opportunities.

The Board is committed to incorporating ESG oversight across the Company's outsourced providers and within its own operations. Ms Espinal has been designated as the lead HVPE Director responsible for ESG matters. She helps to promote and facilitate closer monitoring and further development in this area for the Company.

The Company's oversight of outsourced providers has been expanded to include questions and confirmations in respect of their ESG policies as part of its annual review of providers.

As an investment company with no direct employees, the core of the Company's ESG initiatives is derived from its oversight of its service providers, most importantly the Investment Manager. However, the Board also considers the application of ESG standards to its own activities as an Investment Company, including the following:

· Carbon Footprint: The Board initiated a project to calculate its own carbon footprint and achieved CarbonNeutral status on 1 July 2021.

· Relations with Stakeholders: The Board will extend its interaction with its shareholders and other stakeholders to include a consideration of ESG matters. The Board has noted the governance and environmental benefits of broader shareholder participation, facilitated by virtual shareholder events, and is continuing to offer remote access where possible.

· Diversity and Inclusion: The Board's approach to diversity and inclusion is set out on page 82 and is reflected in the activities of the Nomination Committee. Four of the seven Directors who are being proposed for re-election at the AGM are female, which, at 57%, is a figure well above the level recommended in the Hampton-Alexander Review. While the Board does not have a diversity target in mind, given the range of factors that this term necessarily covers, two of the seven Directors being proposed for re-election at the AGM are from an ethnic minority background. The Board will continue to consider all factors, including diversity, in its recruitment processes.

· Position on Modern Slavery: The Board recognises the importance of the issues which the UK Modern Slavery Act 2015 is designed to address. It has expanded its oversight of outsourced providers, including the Investment Manager, to include questions relating to their policies to combat Modern Slavery.

Significant Votes Against Policy

The Directors have adopted a policy whereby, should 20% or more of votes be cast against a recommendation made by the Board for a resolution, the Company shall:

· explain, when announcing voting results, what actions it intends to take to consult shareholders in order to understand the reasons behind the result;

· no later than six months after the shareholder meeting publish an update on the views received from shareholders and actions taken; and

· provide a final summary in the Annual Report and, if applicable, in the explanatory notes to resolutions at the next shareholder meeting state what impact the feedback has had on the decisions the Board has taken and any actions or resolutions proposed.

No significant votes were received against any Board-recommended resolution at the 2021 AGM.

Anti-bribery Policy

The Directors have undertaken to operate the business in an honest and ethical manner, and accordingly take a zero-tolerance approach to bribery and corruption, including the facilitation of corporate tax evasion. The key components of this approach are implemented as follows:

· The Board is committed to acting professionally, fairly, and with integrity in all its business dealings and relationships.

· The Company implements and enforces effective procedures to counter bribery.

· The Company requires all its service providers and advisers to adopt equivalent or similar principles.

Disclosures Required Under LR 9.8.4R

The Financial Conduct Authority's Listing Rule 9.8.4R requires that the Company includes certain information relating to arrangements made between a controlling shareholder and the Company, waivers of Directors' fees, and long-term incentive schemes in force. The Directors confirm that there are no disclosures to be made in this regard.

Investment Manager

A description of how the Company has invested its assets, including a quantitative analysis, may be found on pages 1 to 69, with further information disclosed in the Notes to the Financial Statements on pages 107 to 113. The Board has considered the appointment of the Investment Manager and, in the opinion of the Directors, the continuing appointment of the Investment Manager on the terms agreed is in the interests of its shareholders as a whole.

In considering this appointment, the Board has reviewed the past performance of the Investment Manager, the engagement of the Investment Manager with shareholders and the Board, and the strategic plan presented to the Board by the Investment Manager.

The Investment Manager is HarbourVest Advisers L.P., and the principal contents of the Investment Management Agreement ("IMA") are as follows:

· to manage the assets of the Company (subject always to control and supervision by the Board, and subject both to the investment policy of the Company and any restrictions contained in any prospectuses published by the Company);

· to assist the Company with shareholder liaison;

· to monitor compliance with the Investment Policy on a regular basis; and

· to nominate up to two Board representatives for election by shareholders at the Company's AGM.

The Investment Manager is not entitled to any direct remuneration (save in respect of expenses incurred in the performance of its duties) from the Company, instead deriving its revenue from the management fees and carried interest payable by the Company on its investments in underlying HarbourVest Funds. The IMA, which was amended and restated on 30 July 2019, may be terminated by either party by giving 12 months' notice. In the event of termination within ten years and three months of the date of the listing on the Main Market, the Company would be required to pay a contribution, which would have been $3.1 million at 31 January 2022 and $2.9 million as at 30 April 2022, as reimbursement of the Investment Manager's remaining unamortised IPO costs. In addition, the Company would be required to pay a fee to the Investment Manager equal to the aggregate of the management fees for the underlying investments payable over the course of the 12-month period preceding the effective date of such termination.

Delegation of Responsibilities

Under the IMA, the Board has delegated to the Investment Manager substantial authority for carrying out the day-to-day management and operations of the Company, including making specific investment decisions, subject at all times to the control of, and review by, the Board. In particular, the IMA provides that the Board and the Investment Manager shall agree a strategy mandate which sets out a rolling five-year plan for the Company. The Board is responsible for the overall leadership of the Company and the setting of its values and standards. This includes setting the investment and business strategy, and ongoing review of the Company's investment objective and investment policy, along with recommending to shareholders the approval of alterations thereto. Matters reserved for the Board include areas such as the Board and Committee membership, including the review and authorisation of any conflicts of interest arising. Areas such as approval of the raising of new capital, major financing facilities, and approval of contracts that are not in the ordinary course of business are also reserved for the Board, together with any governance and regulatory requirements. Any changes in relation to the capital structure of the Company, including the allotment and issuance of shares, are the responsibility of the Board.

Share Repurchase Programme

At its meeting in November 2021 and having consulted with the Company's advisors, taking into account shareholder sentiment, the Board adopted a policy that sets out the criteria that need to be met in order for the Board to consider implementing a buyback programme. These criteria include the extent and duration of any discount of the Company's share price to NAV per share, as well as requiring that the Investment Manager should have good reason to believe that a share buyback at the prevailing discount to NAV would generate superior risk-adjusted returns to an incremental new commitment to a HarbourVest fund or co-investment. These criteria have not been met.

At the 2021 AGM, held on 21 July 2021, the Directors sought and were granted authority to repurchase 11,971,386 Ordinary Shares (being equal to 14.99% of the aggregate number of Ordinary Shares in issue at the date of the AGM) for cancellation, or to be held as treasury shares. This authority, which has not been used, will expire at the upcoming AGM. The Directors intend to seek annual renewal of this authority from shareholders.

Introduction to the Going Concern and Viability Statement

Since the inception of HVPE, the Directors have relied upon model scenarios to manage the Company's liquidity requirements and balance sheet risk more generally. This modelling also allows the Directors to evaluate whether the Company is a Going Concern, as well as assess its Viability. While the modelling process has been refined over the years, it has provided a consistent approach through which the Directors have been able to make these assessments, as demonstrated through the Global Financial Crisis ("GFC") and the more recent COVID-19 pandemic. The Investment Manager typically updates the model scenarios annually in November, projecting NAV growth and cash flow for the subsequent five-year period. For the purpose of assessing the Going Concern and Viability Statements from the signing of this report over the respective assessment periods, the Investment Manager utilised the four model scenarios (Extreme Downside, Low, Base and Optimistic) presented to the Board in November 2021, which extend over the next five-year period through to 31 December 2026, and reflect the current economic environment. These were updated to reflect actual cash flows through to December 2021.

Going Concern

After due consideration, the Directors are satisfied that it is appropriate to continue to adopt the going concern basis in preparing the Financial Statements. This has been concluded following a review of the model scenarios presented by the Investment Manager compared to actual cash flows to date, making due enquiries of the Investment Manager, and being mindful of the closed-ended structure of the Company with no fixed life, as well as the nature of its investments. On this basis, the Directors consider that the Company is able to continue in operation at least through 30 June 2023. The Board monitors and manages its ongoing commitments via the criteria set out on pages 74 and 75 and reviews reports from the Investment Manager detailing ongoing commitments and the Investment Pipeline.

Furthermore, the Board, as part of its regular review of the Consolidated Statement of Assets and Liabilities and debt position, regularly considers the model scenario outputs that are based on a look-through to the anticipated underlying fund and portfolio cash flows.

Viability Statement

Pursuant to the UK Corporate Governance Code 2018 and the AIC Code, the Board has assessed the viability of the Company over the period from 31 January 2022 to 31 December 2026, which aligns with the timing of the Investment Manager's current five-year model scenarios. Whilst the Board has no reason to believe that the Company will not be viable over a longer period, it has chosen this period as it aligns with the Board's strategic horizon and is within the term of the Company's credit facility.

The Company's investment objective is to generate superior shareholder returns through long-term capital appreciation by investing primarily in a diversified portfolio of private equity investments. The majority of the Company's investments are in HarbourVest managed private equity fund of funds, which have fund lives of 10 to 14 years.

While the Company's investment lifecycle spans a time period of ten years or more, the Board currently focuses on a time period extending through to 31 December 2026 when considering the strategic planning of the Company. The strategic planning centres on building a portfolio of long-term assets through capital allocation into a set of rolling five-year calendar year-end portfolio construction targets defined by investment stage, geography, and strategy. This rolling five-year process allows the Board a medium-term view of potential growth, projected cash flow, and potential future commitments under various economic scenarios.

As part of its strategic planning, the Board considered model scenarios as explained above, assuming varying degrees of impact on the portfolio. The Board primarily focused on two scenarios, the Base and Extreme Downside, the latter of which is a worst-case scenario that assumes large NAV declines and a material reduction in realisations from the underlying investment portfolio. Based on a review of the existing liquidity resources of the Company and the model scenarios noted above, the Board concluded that the Company's cash balance and available credit facility would be sufficient to cover capital requirements under even the Extreme Downside scenario. The results of this modelling showed that the Company would be viable in the face of these scenarios occurring over the period ending 31 December 2026.

Statement of Directors' Responsibilities in Respect of the Financial Statements

The Directors are required to prepare Financial Statements for each financial year which give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company in accordance with US GAAP at the end of the financial year, and of the gain or loss for that period. In preparing those Financial Statements, the Directors are required to:

· select suitable accounting policies and apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in the Financial Statements; and

· prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements have been properly prepared in accordance with The Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the Annual Report and Financial Statements include the information required by the Listing Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (together "the Rules"). They are also responsible for ensuring that the Company complies with the provisions of the Rules which, with regard to corporate governance, require the Company to disclose how it has applied the principles, and complied with the provisions, of the corporate governance code applicable to the Company.

Disclosure of Information to the Auditor

So far as each of the Directors is aware, there is no relevant audit information of which the Company's auditor is unaware, and each has taken all the steps they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Responsibility Statement

The Board of Directors, as identified on pages 72 and 73, jointly and severally confirm that, to the best of their knowledge:

· the Financial Statements, prepared in accordance with US GAAP, give a true and fair view of the assets, liabilities, financial position, and profits of the Company and its undertakings;

· this report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

· the Annual Report and Financial Statements taken as a whole are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Company and its undertakings' position, performance, business model, and strategy.

Signed on behalf of the Board by:

Ed Warner

Chair26 May 2022

Board structure and committees

The activities of the Company are overseen by the Board, which comprises a majority of independent Directors. The Board meets at least four times a year, and between these scheduled meetings there is regular contact between Directors, the Investment Manager, the Administrator, and the Company Secretary, including a formal strategy meeting and Board update calls.

The Board aims to run the Company in a manner which is consistent with its belief in honesty, transparency, and accountability. This is reflected in the way in which Board meetings are conducted, during which the Chair promotes and facilitates a culture of open and constructive debate on each topic, encouraging input from all Directors to ensure a wide exchange of views. The Directors believe that good governance means managing the affairs of the Company well and engaging effectively with investors. The Board is committed to maintaining high standards of financial reporting, transparency, and business integrity.

Board of Directors

Anulika Ajufo was appointed post financial year-end, on 19 May 2022 and sits on the following committees: Audit and Risk Committee, Nomination Committee, Management Engagement and Service Provider Committee, and Remuneration Committee.

Board and Committee Meetings with Director Attendance

The table below sets out the Directors' attendance at the Board and Committee meetings held during the financial year ended 31 January 2022:

1 Libby Burne was appointed to the Board on 1 March 2021 and so was only eligible to attend 8 meetings.

2 Andrew Moore retired at the AGM in July 2021 and thus was only eligible to attend 4 meetings.

Note Anulika Ajufo was appointed on 19 May 2022 and therefore is not included in the table above.

The Directors are kept fully informed of investment and financial controls and other matters that are relevant to the business of the Company. Such information is brought to the attention of the Board by the Investment Manager, the Administrator, and the Company Secretary in their regular reports to the Board. The Directors also have access where necessary, in the furtherance of their duties, to professional advice at the expense of the Company. Further details of the Board Committees can be found on page 80 and their terms of reference are available on the Company's website: www.hvpe.com/shareholders/corporate-governance.

All Directors received notice of the meetings, the agenda, and supporting documents and were able to comment on the matters to be raised at the proposed meeting. During each meeting, the Chair promoted and facilitated open, constructive debate on each topic, encouraging input from all Directors. As well as the formal scheduled strategy meeting, the Board also received detailed information from the Investment Manager via update calls with particular reference to the impact on the Company of the pandemic and other external developments. In addition to the above meetings, ad-hoc Board and Committee meetings can be convened at short notice and, as they only require a quorum of two Directors, there is a possibility of lower attendance than for the scheduled meetings. If any Director is unable to attend a meeting, they receive the papers and have the opportunity to discuss them with the Chair. During the financial year, there were three ad-hoc Board meetings with a quorum at each.

At each scheduled Board meeting, amongst other items, the Directors review and discuss the Investment Manager's report, HVPE's financial position, drivers of performance, how HVPE has performed, the commitment plan, and the corporate broking report (which includes an update on the Company's peer group). Marketing and investor relations are covered in detail at two Board meetings, and at a higher level at the remaining meetings.

Responsibilities

The Board has adopted formal responsibilities for the Chair and the Senior Independent Director, as well as a schedule of matters reserved for the Board. All of these documents are available on the Company's website: https://www.hvpe.com/shareholders/corporate-governance.

Board Composition

Together, the members of the Board possess a balance of skills, experience, and length of service, which the Directors believe is appropriate. Succession planning remains an ongoing process, designed to bring effective and smooth transition between Director appointments and to avoid undue disruption. This ensures that the Board is well-balanced through the appointment of new Directors with the necessary skills and experience. The Board's careful consideration of its composition and the ongoing refreshment process led to the addition of Anulika Ajufo in May 2022. Further details on the selection and appointment process can be found in the Nomination Committee report on page 86.

All Directors are subject to annual re-election by shareholders. When a new Director is appointed to the Board, they participate in a structured induction process. Accordingly, the Board actively engaged with the Investment Manager and Company Secretary to ensure that Anulika Ajufo was given a detailed induction process comprising of a series of meetings with the Chair of the Board and Chair of the Audit and Risk Committee, key individuals within the Investment Manager, and other service providers. Directors must be able to demonstrate commitment to the Company, including in terms of time. Therefore, if a Director wishes to undertake additional external appointments, approval is sought from the Chair in order to confirm that the Director will be able to continue to dedicate sufficient time to carry out their duties as a Director of the Company, in addition to assessing any potential conflicts of interest and independence issues.

Tenure Policy

When considering its composition, the Board is strongly committed to striking the correct balance between the benefits of continuity, experience, and knowledge and those that come from the introduction of Directors with diversity of perspectives and skills. The Board has adopted a Tenure Policy confirming its intention that each independent Director will retire at the AGM immediately following the completion of their ninth year on the Board.

It is acknowledged that there could be unusual circumstances in which a short extension of that time period could be appropriate. In that event, a comprehensive explanation of the circumstances would be provided to stakeholders.

As representatives of the Investment Manager, Carolina Espinal, who was appointed to the Board in July 2019, and Peter Wilson, who was appointed in May 2013, are outside the scope of this policy. The independent Directors believe their contributions to the Board offer considerable value to shareholders.

Board and Committees Evaluation

The Board undertakes a formal annual evaluation of its performance. This includes the Chair carrying out an individual review with each Director of their performance and contribution, and the Senior Independent Director leading an annual evaluation of the performance of the Chair.

An externally facilitated Board evaluation occurs every three years and the Board engaged Board Alpha to conduct the evaluation due in 2022. Their report is complete and has been delivered to the Board. Board Alpha raised no substantive issues but recommended a number of actions to be taken, which the Board will implement during the current financial year. Board Alpha has conducted previous Board evaluations for the Company but otherwise has no connections to the Company or its Directors. 

Policy on Diversity and Inclusion

The Board and Nomination Committee actively consider the diversity of the Board when considering future appointments. The Board exceeds the Hampton-Alexander Review target for 33% female representation on FTSE 350 company boards. The Company has no employees. The Board has also achieved the level of ethnic diversity targeted by the Parker Review, with two of its seven Directors seeking re-election at the AGM being from an ethnic minority background.

The Board also recognises that diversity includes racial, socio-economic, and other factors such as physical ability, and that different backgrounds and experiences can bring real value to the Company in terms of decision-making. The Board does not have any specific diversity targets in mind, given the range of factors that this term necessarily covers. While its main priority will always be to appoint the most appropriate candidate for any role, the benefits of diversity are nevertheless a significant consideration in all recruitment.

Audit and Risk Committee

About the Committee

The Audit and Risk Committee members are outlined on page 80. Ms Barnes, Mr Hodson, and Mr Moore (who served until 21 July 2021) each held senior banking roles for a number of years, as described in their biographies. Ms Burne (who served from 1 March 2021) is a former auditor with 20 years' experience. Mr Wilderspin is a qualified Chartered Accountant and has over 15 years' experience as an Executive and Non-Executive Director on a number of private and listed fund boards as well as commercial companies. Ms Ajufo became a member of this Committee on 19 May 2022. Members of the Committee are deemed by the Board to have recent and relevant financial and sector experience.

The Audit and Risk Committee is responsible for the review of the Company's accounting policies, periodic Financial Statements, and auditor engagement. The Committee is also responsible for making appropriate recommendations to the Board, including that the Financial Statements are fair, balanced, and understandable, and ensuring that the Company complies to the best of its ability with applicable laws and regulations, and adheres to the tenet of generally accepted codes of conduct. The Committee is also responsible for overseeing the Company's risk management framework and regulatory compliance.

All of the Company's management and administration functions are delegated to independent third parties or the Investment Manager and it is therefore felt that it would not be practical or cost-effective for the Company to have its own internal audit facility. This matter is reviewed annually. The Audit and Risk Committee does have the power to commission third-party assurance work as it sees fit, but did not do so in the year under review.

Activities of the Committee

Audit and Risk Committee Meetings

In the financial year ended 31 January 2022, the Audit and Risk Committee met eight times. The section "Board and Committee Meetings with Director Attendance" on page 81 summarises attendance at those meetings, during which the Committee considered the following matters:

Auditor Tenure and Effectiveness

The Audit and Risk Committee reviewed the effectiveness of the external audit process during the year, including audit quality, objectivity (level of challenge and professional scepticism), and independence. This included discussions with the Company's auditor (Ernst & Young LLP), Investment Manager, and Company Secretary to review how well the previous year's audit had gone. The main conclusion from this review was that the audit process had been robust and efficient. The Committee concluded that Ernst & Young LLP's appointment as the Company's auditor should be continued.

The Company's auditor has been engaged by the Company since 2007 and was re-engaged following a competitive tender process in May 2017. The partner responsible for the audit, David Moore, stepped down after the completion of the audit of the prior year's Financial Statements and has been replaced by Richard Le Tissier. The Committee thanked Mr Moore for his time as audit partner. The Company's auditor performed the audit of the Company's Financial Statements, prepared in accordance with applicable law, US GAAP, and audited under both relevant US Generally Accepted Auditing Standards ("US GAAS") and International Standards on Auditing (UK). The audit approach remained substantially unchanged relative to the prior year.

Auditor Independence

The Audit and Risk Committee understands the importance of auditor independence and during the year it reviewed the independence and objectivity of the Company's auditor. The Audit and Risk Committee received a report from the external auditor describing its independence, controls, and current practices to safeguard and maintain auditor independence. Other than fees paid for conducting a review of the Interim Financial Statements, there were no other non-audit fees paid to the auditor by the Company. The Committee has previously adopted a non-audit services policy that voluntarily complied with the Revised Ethical Standard 2019 issued by the UK FRC which determines those services that the auditor is prohibited from providing to the Company and those services that the auditor may conduct. This policy was revised during the year to reflect the fact that the applicable provisions are now mandatory for the Company due to the adoption of new Crown Dependency audit rules and guidance. The new policy now includes a cap on the cost of any non-audit services provided by the auditor at 70% of the average of the previous three years' audit fees.

In all cases the Audit and Risk Committee reviews the potential engagement of the auditor in advance to ensure that the auditor is the most appropriate party to deliver the proposed services, and to put in place safeguards, where appropriate, to manage any threats to auditor independence.

Terms of Engagement

The Audit and Risk Committee reviewed the audit scope and fee proposal set out by the auditor in its audit planning. The auditor requested a substantial increase in fees for 2022 for a number of reasons, including: an increase in its cost base in a competitive market for talent; an increase in regulatory requirements; and growth in the number of underlying funds in which the Company invests. This was discussed by the Committee at length which also noted general audit market fee pressure resulting from the operational and financial separation of audit and consulting businesses driven by regulatory requirements. The Committee agreed certain mitigating measures to improve the efficiency of the audit and the auditor confirmed that it would continue to evaluate its approach which may include a more control-based approach at a future date. The Committee recommended to the Board the total negotiated fee for audit and interim review work of £268,000 for 2022, a 26% increase on the fees for 2021.

Internal Controls

The internal control systems (including those relating to cyber security) are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable and not absolute assurance against misstatement and loss. The Company places reliance on the control environment of its service providers, including its independent Administrator and the Investment Manager. In order to satisfy itself that the controls in place at the Investment Manager are adequate, the Audit and Risk Committee has reviewed the Private Equity Fund Administration Report on Controls Placed in Operation and Tests of Operating Effectiveness ("Type II SOC I Report") for the period from 1 October 2020 to 30 September 2021 (a bridging letter covers the period 1 October 2021 to 31 January 2022), detailing the controls environment in place at the Investment Manager. The Committee has also reviewed ISAE 3402 Reports on Fund Administration, Global and Local Custody Services, Securities Lending Services, and Listed Derivatives Clearing Services for the period 1 October 2020 to 30 September 2021 detailing the controls environment in place at the Administrator and Company Secretary. In both of these reports there were minor findings, but the Committee is satisfied that the identified weaknesses were not material to the affairs of the Company, and that the respective service providers had taken action to improve controls in the identified areas. In addition, during the year, the Management Engagement and Service Provider Committee conducted a detailed review of the performance of the Company's service providers, including the Investment Manager and Administrator.

The Investment Manager's Type II SOC I Report describes the internal controls in the HarbourVest Accounting group, which is responsible for maintaining the Company's accounting records and the production of the accounts contained in the Company's Financial Statements. The main features of the controls are: clearly documented valuation policies; detailed review of financial reporting from underlying limited partnerships and investee companies; detailed reconciliation of capital accounts in underlying limited partnerships; monthly reconciliation of bank accounts; and a multi-layered review of financial reporting to ensure compliance with accounting standards and other reporting obligations.

Risk Management

The Audit and Risk Committee reviewed the Company's risk management framework during the year, including the ongoing impact of COVID-19 on the Company and confirmed it was satisfied that it was appropriate for the Company's requirements. Further details of the principal risks and uncertainties facing the Company are given on pages 26 to 29. This is in accordance with relevant best practice as detailed in the FRC's guidance on Risk Management, Internal Control, and Related Financial and Business Reporting.

During the year, the Committee clarified the relative responsibilities regarding risk between the Committee and the Board. The Audit and Risk Committee is responsible for the overall risk framework, for mapping each risk through the framework, and for conducting specific risk reviews, while the Board is responsible for setting risk appetite, identifying and assessing risks in terms of potential impact and likelihood, and considering emerging and topical risks.

Financial Risks

The Company is funded from equity balances, comprising issued Ordinary Share capital, as detailed in Note 1 to the Financial Statements, and retained earnings. The Company has access to borrowings pursuant to the credit facility of up to $700 million. As at 26 May 2022, the credit facility remained undrawn. Although the Company's currency exposure is currently not hedged, the Company's stance on hedging is kept under review by the Audit and Risk Committee.

The Investment Manager and the Directors ensure that all investment activity is performed in accordance with the investment guidelines. The Company's investment activities expose it to various types of risks that are associated with the financial instruments and markets in which it invests. Risk is inherent in the Company's activities and it is managed through a process of ongoing identification, measurement, and monitoring. The financial risks to which the Company is exposed include market risk, liquidity risk, and cash flow risk.

Regulatory Compliance

The Audit and Risk Committee has engaged with the Administrator's compliance team to ensure that the Company fulfils its regulatory obligations. A Compliance Monitoring Plan is in place and is regularly reviewed by the Committee.

Audited Financial Statements and Significant Reporting Matters

As part of the 31 January 2022 year-end audit, the Audit and Risk Committee reviewed and discussed the most relevant issues for the Company, most notably the risk of misstatement or manipulation of the valuation of its investments in underlying HarbourVest funds, the ongoing impact of COVID-19, and of the invasion of Ukraine by Russia after the year-end, specifically with regard to the Board's statements on going concern and viability.

The Audit and Risk Committee remains satisfied that the valuation techniques used are accurate and appropriate for the Company's investments and consistent with the requirements of US GAAP. The Audit and Risk Committee ensures that the Board is kept regularly informed of relevant updates or changes to US GAAP that impact the Company, including but not limited to valuation principles. 

During the year the Audit and Risk Committee kept the risks associated with the pandemic and the measures adopted by HarbourVest Partners and other service providers under review, to ensure continuity of service to the Company. The Committee also reviewed all of the Company's risks through the lens of COVID-19. It recommended changes to the Company's risk matrix that are reflected in the "Principal Risks and Uncertainties" section on pages 26 and 29.

Fair, balanced, and understandable

As a result of the work performed, the Audit and Risk Committee has concluded that the Audited Financial Statements for the year ended 31 January 2022 are fair, balanced, and understandable, and provide the information necessary for shareholders to assess the Company's position and performance, business model, and strategy. It has reported on these findings to the Board.

Corporate Governance

The Audit and Risk Committee continues to monitor the Board's assessment of the Company's compliance with the AIC Code of Corporate Governance for Investment Companies (the 2019 edition).

Governance and Effectiveness

The Committee conducted a review of its activities against its constitution and terms of reference in respect of the year under review and concluded that all requisite activities had been undertaken. Minor amendments to the terms of reference were proposed and approved.

Other Matters

During the year the Committee conducted a "deep dive" review of the Company's structure and tax position. This will now be an annual exercise.

In presenting this report, I have set out for the Company's shareholders the key areas on which the Audit and Risk Committee focuses. If any shareholders would like any further information about how the Audit and Risk Committee operates and its review process, I, or any of the other members of the Audit and Risk Committee, would be pleased to meet them to discuss this.

Steven Wilderspin

Chair of the Audit and Risk Committee26 May 2022

Nomination Committee and Management Engagement and Service Provider Committee

Nomination Committee

About the Committee

The Nomination Committee was established on 24 November 2015 and is chaired by the Chair of the Company. Its members are outlined on page 80.

There was one scheduled meeting held during the year. All members attended the meeting held. The mandate of the Nomination Committee is to consider issues related to the identification and appointment of Directors to the Board.

Activities of the Committee

Changes to Board Composition

In accordance with the approach to succession planning outlined below, Anulika Ajufo was appointed as a Director with effect from 19 May 2022 and will stand for election by shareholders at the 2022 AGM.

Approach to Succession Planning

To help facilitate an orderly succession process, the Nomination Committee considered the results of the Board's last review of its composition requirements, designed to ensure that the Board demonstrated an appropriate balance of skills, knowledge, experience, and diversity. Following the appointment of Libby Burne with effect from 1 March 2021, the Committee implemented the next stage of the Board refreshment and prepared a role profile for a new independent Director, engaging a third-party recruitment firm, Odgers Berndston, to assist it in the search. The Committee reviewed a long list of candidates and, following a detailed evaluation, selected suitable candidates for first round interviews and proposed a sub-set of these for interview by the entire Board. In May 2022, the Committee made a formal recommendation to the Board that Anulika Ajufo be appointed as a Director. The Board agreed with this recommendation and Anulika Ajufo was appointed with effect from 19 May 2022.

Odgers Berndston has no connections to the Company or its Directors.

Governance and Effectiveness

During the year, the Nomination Committee conducted a review of its activities against its constitution and terms of reference in respect of the year under review and concluded that it had satisfactorily complied with all of its terms of reference.

Management Engagement and Service Provider Committee

About the Committee

The MESPC was established on 24 November 2015 and is currently chaired by Ms Barnes. The members are outlined on page 80. The other Directors of the Company may attend by invitation of the Committee.

The MESPC held two meetings in the year under review and all members of the Committee attended the meetings.

Activities of the Committee

In the course of the year under review, the MESPC conducted a review of the Company's service providers to ensure the safe and accurate management and administration of the Company's affairs and business under terms which were competitive and reasonable for the shareholders.

Investment Manager Review

Due to continuing travel restrictions imposed by COVID-19, the annual Investment Manager review was undertaken virtually, in July 2021, rather than in person. As part of this review, the Board received presentations from the investment committee, as well as various operational teams and the senior management of the Investment Manager regarding investment strategy, ESG processes, and other matters relating to the Company's affairs. Following this review, the Board discussed its conclusions with the Investment Manager. The Board and MESPC Committee are satisfied with the performance of the Investment Manager with respect to investment returns and the overall level of service provided to the Company. Subject to the continued easing of travel restrictions, it is anticipated that the Board as a whole will undertake visits to the Investment Manager's offices in Boston and London during the next financial year. In accordance with its terms of reference, the MESPC carries out a formal review of the Investment Management Agreement every three years and following that review will recommend any changes to the Board for consideration. The next review is due to take place during 2022.

MESPC Review

The MESPC met in November 2021 and conducted a detailed review of the performance of all key service providers to the Company for the year to January 2022 against the following criteria:

· scope of service;

· key personnel;

· key results achieved for the Company;

· fees charged to the Company;

· breaches and errors in the year under review;

· ESG policies and initiatives;

· anti-slavery policies;

· anti-bribery controls;

· cyber security and IT controls environment; and

· General Data Protection Regulation ("GDPR") compliance.

Governance and Effectiveness

In November 2021, the MESPC conducted a review of its activities against its constitution and terms of reference in respect of the year under review and concluded that it had satisfactorily complied with all of its terms of reference.

Remuneration Committee and Inside Information Committee

Remuneration Committee

About the Committee

The Remuneration Committee was established on 23 March 2021 and is chaired by the Senior Independent Director of the Company, currently Mr Hodson. The members are outlined on page 80. The other Directors of the Company may attend by invitation of the Committee.

The Remuneration Committee has delegated responsibility for determining the policy for Directors' remuneration and setting the remuneration of the Chair of the Board. The Committee also makes recommendations to the Board for the Directors' remuneration levels which shall be determined in accordance with the Company's Articles of Association. Remuneration will not include performance-related elements.

There was one scheduled meeting held during the year. All members attended the meeting held. The Committee approved incremental increases in the fees paid to the independent Directors as well as small additional fees to the Senior Independent Director and the Chairs of Committees of the Board, to take effect from 1 February 2022. It was confirmed that non-Independent Directors do not receive any remuneration.

Inside Information Committee

About the Committee

The Committee was formed on 12 July 2016 to consider information which may need to be made public in order for the Company to comply with its obligations under the UK Market Abuse Regulation ("UK MAR"). It met twice during the year and issued two flash NAV per share updates as a result of the meetings.

Directors' remuneration report

An ordinary resolution for the approval of this Directors' Remuneration Report will be put to shareholders at the forthcoming AGM to be held on 20 July 2022.

There are no long-term incentive schemes provided by the Company and no performance fees are paid to Directors. Directors affiliated to HarbourVest do not receive any fees.

No Director has a service contract with the Company; however, each Director is appointed by a letter of appointment which sets out the terms of the appointment.

Directors are remunerated in the form of fees, payable quarterly in arrears to the Director personally. The table below details the fees paid to each Director of the Company for the years ended 31 January 2021 and 31 January 2022. The Company's Articles limit the aggregate fees payable to Directors to a maximum of £550,000 per annum. Following the recommendation of the Remuneration Committee, the Board approved increases in the fees paid to the Independent Directors to take effect from 1 February 2022. The rationale for this change was that it represented two years' incremental increases to reflect the time commitment required given the complexity of the Company. In reaching this recommendation, the Committee carried out a review of the marketplace by reference to a number of external remuneration studies.

Under the Company's Articles, Directors are entitled to additional ad-hoc remuneration for project work outside of the scope of their ordinary duties. No such payments were made in the year ended 31 January 2022.

1 Ms Burne was appointed with effect from 1 March 2021

2 Mr Moore retired from the Board on 22 July 2021

3 Mr Warner was appointed Chair of the Board of Directors on 22 July 2020

26 May 2022

Statement of Compliance with the AIC Code of Corporate Governance

The Directors place a large degree of importance on ensuring that high standards of corporate governance are maintained and aim to comply to the greatest extent possible with the provisions of the AIC Code published in February 2019.

The Board has considered the principles and provisions of the AIC Code. The AIC Code addresses all the principles and provisions set out in the 2018 UK Corporate Governance Code (the "UK Code"), as well as setting out additional provisions on issues that are of specific relevance to the Company. The AIC Code has been endorsed by the Financial Reporting Council ("FRC") and the Guernsey Financial Services Commission ("GFSC"). By reporting against the AIC Code, the Company is meeting its obligations under the UK Code, the 2011 GFSC Finance Sector Code of Corporate Governance, and the associated disclosure requirements set out under paragraph 9.8.6R of the Financial Conduct Authority's ("FCA's") Listing Rules. The Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information to stakeholders. The AIC Code is available on the AIC website: www.theaic.co.uk.

The Company complied with all the principles and provisions of the AIC Code during the year ended 31 January 2022 except for a difference relating to the duties of the Nomination Committee. Details of this difference, which constitutes an ongoing exception to one of the principles of the AIC Code, are set out below:

The Duties of the Nomination Committee

As set out on page 86, the Board has established a Nomination Committee, but it has chosen to limit its remit to focus purely on the identification and nomination of Board candidates to fill Independent Director Board vacancies as and when they arise. Other matters relating to the structure, size, and composition of the Board, and plans in respect of tenure and succession for Independent Directors form part of the matters reserved for the entire Board. The Directors believe that their deliberations in relation to these matters benefit from the input from all the Directors, including those appointed by HarbourVest.

Set out below is where stakeholders can find further information within the Annual Report about how the Company has complied with the various principles and provisions of the AIC Code.

1. Board Leadership and Purpose

2. Division of responsibilities

3. Composition, Succession, and Evaluation

4. Audit, Risk, and Internal Control

5. Remuneration

Independent Auditor's Report

to the Members of HarbourVest Global Private Equity Limited

Opinion

We have audited the Financial Statements (the "Financial Statements") of HarbourVest Global Private Equity Limited (the "Company") and its subsidiaries (together the "Group") for the year ended 31 January 2022, which comprise the Consolidated Statements of Assets and Liabilities, the Consolidated Statements of Operations, the Consolidated Statements of Changes in Net Assets, the Consolidated Statements of Cash Flows, the Consolidated Schedule of Investments, and the related Notes 1 to 11, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United States Generally Accepted Accounting Principles ("US GAAP").

In our opinion, the Financial Statements: 

· give a true and fair view of the state of the Group's affairs as at 31 January 2022 and of its profit for the year then ended;

· have been properly prepared in accordance with US GAAP; and

· have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements, including the UK FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting the audit.

Conclusions Relating to Going Concern 

In auditing the Financial Statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the Financial Statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

· We discussed with the Directors their assessment of going concern, which included four scenario analysis models, including the 'Base Case' and 'Extreme Downside' scenarios, the 'Base Case' being considered by the Directors to be the most likely scenario;

· We ascertained that the going concern assessment covered a period up until 30 June 2023 from the date of approval of the Financial Statements;

· We reviewed the arithmetical accuracy of the 'Base Case' and 'Extreme Downside' scenario models;

· For the 'Base Case' scenario, we reviewed the working capital documentation which supports the Directors' assessment of going concern;

· We considered the estimation uncertainty of the prior year's most likely scenario by comparing it to the Group's actual performance to date, discussed the material movements with the Board and the Investment Manager, and obtained the required supporting documentation;

· For the 'Extreme Downside' scenario, we challenged the sensitivities and assumptions used in the forecast through reverse stress testing to understand how severe the downside scenario would have to be to result in the elimination of liquidity headroom or a covenant breach;

· We held discussions with the Audit and Risk Committee and Investment Manager to determine whether, in their opinion, there is any material uncertainty regarding the Company's ability to pay liabilities and commitments as they fall due. Through these discussions we considered and challenged the options available to the Company if it were in a stressed scenario. These options included but were not limited to the use of credit facilities and sales in the secondary market;

· We assessed whether the commitments made to underlying investments cast significant doubt over the going concern status of the Group and compared the historical calls made by underlying investments as a % of the total commitments made, including a discussion with the Investment Manager regarding the possibility for uncalled commitments to be called;

· We confirmed available bank facility balances to understand the potential impact of the leverage in the underlying funds;

· We recalculated the forecast debt covenants on external loans to validate compliance within the going concern period;

· We considered whether the Directors' assessment of going concern as included in the Annual Report is appropriate and consistent with the disclosure in the Viability Statement; and

· We evaluated the disclosures made in the Annual Report and Consolidated Financial Statements regarding going concern to ascertain that they are in accordance with US GAAP and have complied with, or explained reasons for non-compliance, with all the AIC Code of Corporate Governance provisions.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's ability to continue as a going concern over a period from the date of approval of the Financial Statements up until 30 June 2023.

In relation to the Group's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' Statement in the Financial Statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.

Overview of Our Audit Approach

An Overview of the Scope of Our Audit

Tailoring the Scope

Our assessment of audit risk, our evaluation of materiality, and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the Financial Statements. We take into account size, risk profile, the organisation of the Company, and effectiveness of controls, including controls and changes in the business environment, when assessing the level of work to be performed.

The audit was led from Guernsey and utilised audit team members from the Boston office of Ernst & Young LLP in the US. We operated as an integrated audit team across the two jurisdictions, and we performed audit procedures and responded to the risk identified as described below.

The Group comprises the Company and its five wholly owned subsidiaries as explained in Note 2 to the Financial Statements. The Company, each subsidiary, and the consolidation are subject to full scope audit procedures. Other than the investments which the Company holds directly, the subsidiaries own the investments, which are set out in the Consolidated Schedule of Investments, and on which we performed our work on valuation.

Climate Change

The Company has explained climate-related risks in the "Purposeful growth (ESG)" section which forms part of the "Other Information", rather than the audited Financial Statements. Our procedures on these disclosures therefore consisted solely of considering whether these disclosures are materially inconsistent with the Company's Financial Statements, or our knowledge obtained in the course of the audit, or otherwise appear to be materially misstated.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

Our Application of Materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit, and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Group to be $78.4 million (2021: $57.5 million), which is 2% (2021: 2%) of net assets. We believe that net assets provides us with a basis for determining the nature, timing, and extent of risk assessment procedures, identifying and assessing the risk of material misstatement, and determining the nature, timing, and extent of further audit procedures. We used the net assets as a basis for determining planning materiality because the Group's primary performance measures for internal and external reporting are based on net assets as we consider it is the measure most relevant to the stakeholders of the Group.

We calculated materiality during the planning stage of the audit, and during the course of our audit we reassessed initial materiality based on 31 January 2022 net assets.

Performance Materiality

The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the company's overall control environment, our judgement was that performance materiality was 75% (2021: 75%) of our planning materiality, namely $58.8m (2021: $43.1m). Our objective in adopting this approach was to ensure that total uncorrected and undetected audit differences in the Financial Statements did not exceed our materiality level. We have set performance materiality at this percentage given that there is no history of material misstatements, the likelihood of misstatement in the future is deemed low, we have a strong understanding of the control environment, there were no changes in circumstances (such as a change in accounting personnel or events out of the normal course of business) and it is not a close monitored audit, and hence we consider 75% to be reasonable.

Reporting Threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of $3.9m (2021: $2.9m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

Other Information

The other information comprises the information included in the Annual Report, other than the Financial Statements and our auditor's report thereon. The Directors are responsible for the other information contained within the Annual Report.

Our opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the Financial Statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on Which We Are Required To Report by Exception

We have nothing to report in respect of the following matters in relation to which The Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

· proper accounting records have not been kept by the Company; or

· the Financial Statements are not in agreement with the Company's accounting records and returns; or

· we have not received all the information and explanations we require for our audit.

Corporate Governance Statement

We have reviewed the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group's compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the Financial Statements or our knowledge obtained during the audit:

· Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 78;

· Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers, and why the period is appropriate set out on page 78;

· Directors' statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its liabilities set out on page 78;

· Directors' statement on fair, balanced, and understandable set out on page 85;

· Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 26 to 29;

· The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on page 84; and

· The section describing the work of the Audit and Risk Committee set out on page 83.

Responsibilities of Directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 79, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and its management.

· We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are:

· Financial Conduct Authority ("FCA") Listing Rules;

· Disclosure Guidance and Transparency Rules ("DTR") of the FCA;

· The 2018 UK Corporate Governance Code;

· The 2019 AIC Code of Corporate Governance;

· The Companies (Guernsey) Law, 2008, as amended.

· We understood how the Group is complying with those frameworks by:

· Discussing the processes and procedures used by the Directors, the Investment Manager, the Company Secretary, and Administrator to ensure compliance with the relevant frameworks;

· Inspecting the Group's relevant documented policies, processes, and procedures; and

· Reviewing internal reports that evidence compliance testing.

· We assessed the susceptibility of the Group's Financial Statements to material misstatement, including how fraud might occur by:

· Undertaking the audit procedures set out in the "Key Audit Matters" section above, and reading the Financial Statements to check that the disclosures are consistent with the relevant regulatory requirements;

· Obtaining an understanding of entity-level controls and considering the influence of the control environment;

· Obtaining management's assessment of fraud risks including an understanding of the nature, extent, and frequency of such assessment documented in the HVPE Risk Review;

· Making inquiries with those charged with governance as to how they exercise oversight of management's processes for identifying and responding to fraud risks and the controls established by management to mitigate specifically those risks the entity has identified, or that otherwise help to prevent, deter, and detect fraud;

· Making inquiries with management and those charged with governance regarding how they identify related parties including circumstances related to the existence of a related party with dominant influence; and

· Making inquiries with management and those charged with governance regarding their knowledge of any actual or suspected fraud or allegations of fraudulent financial reporting affecting the Group.

· Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved:

· Having discussions with those charged with governance, the Investment Manager, the Company Secretary, and Administrator to obtain an understanding of how instances of non-compliance with relevant laws and regulations are identified;

· Reviewing Board minutes and internal compliance reporting;

· Inspecting correspondence with regulators;

· Reviewing the Financial Statements to check that they comply with the reporting requirements of the Group; and

· Obtaining relevant written representations from the Board of Directors.

A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting Council's website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other Matters We are Required to Address

· Following the recommendation from the Audit and Risk Committee, we were appointed by the Company on 2 November 2007 to audit the Financial Statements for the year ending 31 January 2008 and subsequent financial periods.The period of total uninterrupted engagement including previous renewals and reappointments is 15 years, covering the years ended 31 January 2008 to 31 January 2022.

· The audit opinion is consistent with the additional report to the Audit and Risk Committee.

Use of Our Report

This report is made solely to the Company's members, as a body, in accordance with Section 262 of The Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Notes:

1 The maintenance and integrity of the Company's website is the sole responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the Financial Statements since they were initially presented on the website.

2 Legislation in Guernsey governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

97

Richard Geoffrey Le Tissier,

For and on behalf of Ernst & Young LLP

Guernsey

26 May 2022

Notes:

1. The maintenance and integrity of the Company's website is the sole responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the Financial Statements since they were initially presented on the website.

2. Legislation in Guernsey governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

Report of Independent Auditors

To the Directors of HarbourVest Global Private Equity Limited

Opinion

We have audited the Consolidated Financial Statements of HarbourVest Global Private Equity Limited (the "Company") and its subsidiaries (together the "Group"), which comprise the Consolidated Statements of Assets and Liabilities, including the Consolidated Schedules of Investments, as of January 31 2022 and 2021, and the related Consolidated Statements of Operations, the Consolidated Statements of Changes in Net Assets, the Consolidated Statements of Cash Flows for the years then ended, and the related Notes 1 to 11 (collectively referred to as the "Financial Statements").

In our opinion, the accompanying Financial Statements present fairly, in all material respects, the financial position of the Group at January 31, 2022 and 2021, and the results of its operations, changes in its net assets, and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report. We are required to be independent of the Group and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of Financial Statements that are free of material misstatement, whether due to fraud or error.

In preparing the Financial Statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Group's ability to continue as a going concern for one year after the date that the Financial Statements are available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements 

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Financial Statements.

In performing an audit in accordance with GAAS, we:

· Exercise professional judgement and maintain professional scepticism throughout the audit.

· Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Financial Statements.

· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. Accordingly, no such opinion is expressed.

· Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Financial Statements.

· Conclude whether, in our judgement, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Group's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Other Information

Management is responsible for the other information. The other information comprises the Strategic Report, Governance, and Other Information but does not include the Financial Statements and our auditor's report thereon. Our opinion on the Financial Statements does not cover the other information, and we do not express an opinion or any form of assurance thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and consider whether a material inconsistency exists between the other information and the Financial Statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report.

Ernst & Young LLP

Guernsey, Channel Islands.

26 May 2022

Financial Statements

Consolidated Statements of Assets and Liabilities

For the Years Ended 31 January 2022 and 2021

* Except net asset value per share

The accompanying notes are an integral part of the Financial Statements.

The Financial Statements on pages 99 to 113 were approved by the Board on 26 May 2022 and were signed on its behalf by:

Consolidated Statements of Operations

For the Years Ended 31 January 2022 and 2021

The accompanying notes are an integral part of the Financial Statements.

Consolidated Statements of Changes in Net Assets

For the Years Ended 31 January 2022 and 2021

The accompanying notes are an integral part of the Financial Statements.

Consolidated Statements of Cash Flows

For the Years Ended 31 January 2022 and 2021

The accompanying notes are an integral part of the Financial Statements.

Consolidated Schedule of Investments

At 31 January 2022

* Includes purchase of limited partner interests for shares and cash at the time of HVPE's IPO.

† Includes ownership interests in HarbourVest Partners VII-Cayman Partnership entities.

‡ Includes ownership interest in Dover Street VII (AIV 1) Cayman L.P.

§ Fund denominated in euros. Commitment amount is €47,450,000.

** Fund denominated in euros. Commitment amount is €100,000,000.

†† Fund denominated in euros. Commitment amount is €63,000,000.

‡‡ Fund denominated in Canadian dollars. Commitment amount is C$32,000,000.

As of 31 January 2022, the cost basis of partnership investments is $2,030,502,000.

Totals and subtotals may not recalculate due to rounding.

The accompanying notes are an integral part of the Financial Statements.

Consolidated Schedule of Investments

At 31 January 2021