INVESTCORP S.A. CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 FISCAL YEAR 2021 Ernst & Young Tel: +973 1753 5455 P.O. Box 140 Fax: +973 1753 5405 East Tower — 10th floor [email protected] Bahrain World Trade Center www.ey.com Manama C.R. no. 6700 Kingdom of Bahrain INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF INVESTCORP S.A. Report on the Audit of the Consolidated Financial Statements Opinion We have audited the accompanying consolidated financial statements of Investcorp S.A. (“the Company”) and its subsidiaries (together “the Group”), which comprise the consolidated statement of financial position as at 30 June 2021, and the consolidated statements of profit or loss, other comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 30 June 2021, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs). Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial statements section of our report. We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated financial statements in the Kingdom of Bahrain, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of the Board of Directors for the consolidated financial statements The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’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 Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated 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 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 consolidated financial statements. A member firm of Ernst & Young Global Limited INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF INVESTCORP S.A. (continued) Report on the Audit of the Consolidated Financial Statements (continued) Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements (continued) As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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; • 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; • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors; • Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern; • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation; and • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 3 August 2021 Manama, Kingdom of Bahrain INVESTCORP S.A. CONSOLIDATED FINANCIAL STATEMENTS INVESTCORP S.A. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2021 Preference Ordinary share share Share Treasury Retained Statutory Fair value Proposed Non-controlling Total $millions capital capital premium shares earnings reserve reserve Total appropriations Other reserves interests equity Balance at July 1, 2019 123 200 237 (74) 544 100 (16) 991 38 (7) - 1,145 Restatement arising from adoption of IFRS 16 - - - - (2) - - (2) - - - (2) Balance at July 1, 2019 123 200 237 (74) 542 100 (16) 989 38 (7) - 1,143 Total comprehensive income - - - - (165) - (43) (208) - (2) - (210) Transferred to retained earnings upon derecognition - - - - (16) - 16 - - - - - Depreciation on revaluation reserve transferred to retained earnings - - - - 0 - - 0 - (0) - - Treasury shares purchased during the year - net of sales and vesting - - - (28) - - - (28) - - - (28) Gain on vesting of treasury shares - - 2 (2) - - - - - - - - Acquisition of subsidiaries - - - - - - - - - - 1 1 Approved appropriations for fiscal 2019 paid - - - - - - - - (38) - - (38) Proposed appropriations for fiscal 2020 - - - - (22) - - (22) 22 - - - Balance at June 30, 2020 123 200 239 (104) 339 100 (43) 731 22 (9) 1 868 Balance at July 1, 2020 123 200 239 (104) 339 100 (43) 731 22 (9) 1 868 Total comprehensive income - - - - 124 - 6 130 - 2 1 133 Transferred to retained earnings upon derecognition - - - - (25) - 25 - - - - - Depreciation on revaluation reserve transferred to retained earnings - - - - 0 - - 0 - (0) - - Treasury shares sold and vested during the year - net of purchases - - - 60 - - - 60 - - - 60 Loss on vesting and purchase of shares - - (28) 12 - - - (16) - - - (16) Preference shares issued during the year 252 - (3) - - - - (3) - - - 249 Approved appropriations for fiscal 2020 paid - - - - - - - - (22) - - (22) Proposed appropriations for fiscal 2021 - - - - (44) - - (44) 44 - - - Balance at June 30, 2021 375 200 208 (32) 394 100 (12) 858 44 (7) 2 1,272 The attached Notes 1 to 26 are an integral part of these consolidated financial statements. 7 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY INVESTCORP S.A. CONSOLIDATED FINANCIAL STATEMENTS INVESTCORP S.A. CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2021 $millions 2021 2020 Notes OPERATING ACTIVITIES Profit (loss) before tax 138 (163) Adjustments for non-cash items in profit before tax : Depreciation and amortization 18 17 Provisions for impairment 4 26 13 Employee deferred awards 26 33 Operating profit (loss) adjusted for non-cash items 186 (87) Changes in: Operating capital Placements (non-cash equivalent) (12) (44) Receivables, prepayments and advances (231) (24) 7, 8 Underwritten and warehoused investments (253) 142 9 Due to a related party (25) (2) 24 Due from a related party (27) 0 24 Payables and accrued expenses 151 (26) 14 Deferred fees (10) (1) 16