Alignment of interests

i. Alignment of interests. A central tenet of Investcorp's philosophy is to ensure that interests among shareholders, clients and management are optimally aligned and that lender interests are well protected.

Co-investments: Clients, shareholders and management all participate in each of Investcorp's investment products. Investcorp retains a stake in each corporate or real estate investment transaction, placing the balance with clients. Investcorp also invests a substantial portion of its liquid assets in the hedge funds program. Hence, through ownership of Invest

corp, shareholders indirectly participate in each of the investment products. In addition, Investcorp's employees co-invest alongside clients and Investcorp in these investment products (further described under 'Programs for Investment Participation' in Note 261 of the consolidated financial statements of Investcorp Bank). As a result, all three groups are collectively exposed to the same risks and share the same outcomes. This emphasis on co-investment ensures that all stakeholders are motivated to grow Investcorp and enhance its value through the generation of superior risk-adjusted returns in each of Investcorp's products.

Performance-based incentive compensation: Consistent with industry practice, Investcorp's investment professionals participate in performance-based 'carry' programs whereby a certain variable portion of exit proceeds due to investors from the realization of their investments is shared with the investment professionals, provided that a certain pre-established minimum performance objective is exceeded on the underlying investment.

In addition, the overall compensation paid to members of senior management and other Investcorp executives is highly correlated with Investcorp's net income. Investcorp's net income is driven by its ability to acquire, place, manage and realize investments and realize gains from investments on its balance sheet ('franchise value'). The franchise value, in turn, depends on management's ability to provide long-term value to Investcorp's clients and shareholders and protection for its creditors.

All of Investcorp's employees at the level of Principal and Managing Director and who are above designated levels of income are required to defer a percentage of their incentive compensation and utilize a portion of that deferred compensation to purchase beneficial interests in Investcorp Bank's Ordinary Shares through the ISOPs.  These beneficial interests are subject to vesting requirements.

In this manner, Investcorp's executive compensation programs play a critical role in aligning management's interests with the interests of shareholders, clients and lenders.

The aggregate amount of compensation paid to senior management in respect of Fiscal Year 2014, including incentive compensation that is required to be deferred and utilized to purchase beneficial interests in Investcorp Bank's Ordinary Shares that are subject to vesting requirements, is disclosed in Note 271 'Related Party Transaction' of the consolidated financial statements of Investcorp Bank.

The names of the members of senior management and information regarding their roles within Investcorp and their professional backgrounds is included in the Managing Directors, Principals and Professional Staff section of the Annual Report.

1 As of June 30, 2014

ii. Transparency and risk control

ii. Transparency and risk control

iii. Investcorp's management structure and collective decision-making

iii. Investcorp's management structure and collective decision-making