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GP Investments

First Quarter of 2019 Earnings Release

Earnings Release 2Q18 2

1Q19 Highlights

May 15, 2019 – GP Investments, Ltd. (“GP”) [: GPIV33], a leader in and alternative investments, announces its 1Q19 results. Year highlights included:

1. The Craftory, a platform created to back disruptive consumer brands, completed its first investment, leading a USD 30 million investment round in NotCo - a food tech company that recreates food staples using only vegetable ingredients. Subsequently, in May, The Craftory announced an USD 18 million investment in TomboyX, a company that manufactures eco-friendly underwear that anybody can feel comfortable in, regardless of size or gender.

2. In January 2019, GP announced a USD 25 million partial call of its Perpetual Notes. This reduced the outstanding due amount to USD 115 million and will further decrease interest expenses going forward. Management will continue to work on similar initiatives for optimizing .

3. GP continued to improve its efficiency, with 1Q19 operating expenses declining to USD 4.6 million, down 20% vs. 1Q18. The decline reflects management’s constant focus on cost control.

4. As of March 31, 2019, GP Investments’ NAV totalled USD 297.8 million (USD 2.71 per share), increasing 2% since the last quarter, driven mainly by the positive performance of GP’s publicly traded portfolio companies.

5. Within our portfolio, in March, Rimini Street prevailed against Oracle in the U.S. Supreme Court with a unanimous decision ordering Oracle to return approximately USD 12.8 million plus interest and other costs to Rimini Street, which Oracle paid in April.

6. Subsequently, in April, Centauro launched its , raising approximately BRL 660 million (excluding the greenshoe). The proceeds will be used to improve the capital structure and strengthen the company’s strategic growth plans.

About GP Investments GP Investments is a leading private equity and alternative investments firm. Since its founding in 1993, GP Investments has raised USD 5 billion from investors worldwide, completed investments in more than 50 companies and executed over 20 equity capital market transactions. GP Investments has a consistent and disciplined investment strategy targeting established companies that have the potential to grow and be more efficient and profitable by becoming leaders in their industries. Since 2006, GP Investments has had its Class A Shares traded in the form of Brazilian Depositary Receipts (BDRs) on the Brazilian Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão) under the ticker GPIV33 and on the Luxembourg Stock Exchange. The firm currently has offices in São Paulo, New York, London and Bermuda. For more information, please visit www.gp-investments.com.

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End of Quarter Figures

Market Cap USD 125mm

Share Price USD 1.13

Net Asset Value USD 298mm

NAV per Share USD 2.71

NAV Discount 58.2%

NAV per Share & Discount 61% 58% 58% 55% 49% 45% 45% 39% 36%

3.50 3.17 3.21 3.36 3.44 3.11 2.91 2.65 2.71 2.03 1.97 1.84 1.74 1.91 1.30 1.14 1.19 1.13

1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19

NAV/Share Price (USD) Discount to NAV

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Publicly Listed Portfolio Performance GP’s portfolio of publicly listed companies contributed with a total of USD 9.3 million to the improvement in Fair Market Value (“FMV”) within GP’s 1Q19 results:

• RHI Magnesita (RHIM): RHI Magnesita shares appreciated by 4.2% in the last 12 months and by 14.2% during the first quarter, reaching GBP 45.22

• BR Properties (BRPR3): BR Properties shares appreciated by 0.3% in the last 12 months and 8.5% in the first quarter of 2019, reaching BRL 8.90

• Rimini Street (RMNI): Rimini Street shares depreciated by 41.6% in the last 12 months and by 2.9% in 1Q19, reaching USD 5.00

• Spice Private Equity (SPCE): Spice PE shares depreciated by 22.5% in the last 12 months and by 7.8% in the quarter, reaching USD 21.40

Share Performance (in local currency¹) Standardized at 100

130

120

110

100

90

80

70

60

50 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19

1. BR Properties (BRPR3) in Brazilian reais; RHI Magnesita (RHIM) in pounds sterling; Spice Private Equity (SPCE) and Rimini Street (RMNI) in U.S. dollars.

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Private Equity Funds Portfolio

Date of Investment Investment Vehicle August 2007 GPCP III & IV

Industry Asset liquidity Refractory Minerals Publicly traded

A global leader in the refractory solutions market, RHI Magnesita is the result of the October 2017 merger of the operations of Austrian company RHI and Brazilian company Magnesita (controlled by GP). RHI Magnesita stands out in the global refractory solutions market for its vertical integration, meeting approximately 80% of its raw material requirements from its own mineral reserves and being one of the lowest-cost producers in the refractory industry. Company reserves include the world’s largest and best mines of magnesite and dolomite. 1Q19 Update RHI Magnesita continues to successfully implement its integration plans and is on track to realize the synergy targets of at least EUR 90 million savings in 2019 and EUR 110 million by 2020. RHI Magnesita is focused on addressing specific operational issues experienced at four European plants and challenges in the supply chain. Detailed improvement plans are progressing as planned and management expects to substantially resolve these issues in 2019. While macroeconomic uncertainties remain unusually high, RHI Magnesita expects to continue to realize the benefits of its integrated model and its growth and cost-saving initiatives. Consequently, the board's expectations for full year 2019 operating results remain unchanged. The improvement plans are progressing and the management continues to expect to resolve these issues in 2019 and recoup around EUR 20 million of the prior year impact on profits in 2019.

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Date of Investment Investment Vehicle November 2012 GPCP V

Industry Asset liquidity Sporting Goods Retail Privately held

Centauro is Latin America’s largest retailer of sporting goods. Founded in April 1981 in Belo Horizonte, Minas Gerais, Brazil, the company is now present throughout the country with nearly 200 stores across 22 states and the Federal District. Centauro’s stores are built to be true temples dedicated to sports, where customers not only shop, but also enjoy an outstanding shopping experience. The company’s focus is on making technology an increasingly important element in this experience, with omni- channel initiatives – the backbone of the strategy – being offered through the integration of on-line and off-line operations. 1Q19 Update Centauro launched its Initial Public Offering in April, raising a total of BRL 660 million (excluding the greenshoe). Regarding performance, the positive trends in the company continue, with strong SSS figures in both bricks-and-mortar stores and e-commerce. A substantial increase was observed in both the Click & Collect and Ship from Store channels. Centauro’s plans for enhancing its omni-channel offering and for rolling out new concept stores remains on track and the company is now further capitalized for pursuing its targets.

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Date of Investment Investment Vehicle June 2016 GPCP VI

Industry Asset liquidity Commercial Real Estate Publicly traded

BR Properties is one of the leading commercial real estate investment companies in Brazil. The company focuses on the acquisition, lease, management, development and sale of commercial real estate. Its operations are mostly within the high-end real estate segment, including offices and warehouses (both logistics and industrial) located in the main metropolitan areas of Brazil. 1Q19 Update

BR Properties is continuously engaged in projects to improve its occupancy rates, operating efficiency and capital structure. In 1Q19, the Company executed an agreement aiming the total or individual sale of the three commercial properties: Edifício Alphaville, Edifício Águas Claras, and Edifício Barra da Tijuca. Following the closing of the Public Offering of the fund “FII UBS (BR) OFFICE” and given the amount raised by the buyer, BR Properties is in negotiations to conclude the sale of the Edifício Barra da Tijuca (in the city of Rio de Janeiro – RJ), for the total value of BRL 264.0 million. During the quarter, the company also executed an agreement aiming the acquisition of Torre Aroeira, a future Triple A asset at the Parque da Cidade Complex (in the city of São Paulo – SP) for BRL 596 million, with a down payment of BRL 29.9 million and the balance to be paid at the completion of the property development, expected to happen by 2021. Consolidated physical and financial vacancy rates in 1Q19 stood at 26.6% and 18.5%, respectively (compared with 31.8% and 23.2% at the end of 1Q18). Net revenues for the quarter were BRL 421.3 million and adjusted EBITDA was BRL 82.1 million, representing reductions of 9% and 11% respectively against 1Q18. The reductions are explained by the impact of asset sales (Ed. Celebration) and by the

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reduction of 31k sqm of leased area in the Ventura Complex, which had been let to Petrobras. Comparing to 4Q18, net revenue increased by 3% and EBITDA by 10%. In January, the company concluded the prepayment of its Perpetual Notes in the total amount of USD 185.0 million (BRL 726.2 million). This transaction reduced BR Properties’ financial cost and eliminated its exposure to exchange rate volatility.

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Date of Investment Investment Vehicle January 2012 GPCP V

Industry Asset liquidity Mineral Aggregates Privately held

EBAM represents the market standard for the supply of mineral aggregates and construction materials with a vast portfolio of mineral exploitation rights, seven mining plants and one distribution center all located in strategic regions of Brazil. The company offers products such as sands, asphalts, gravels and soils. 1Q19 Update Despite the outcome of last year’s presidential elections in Brazil, the market recovery is still in its early stages, with meaningful improvements expected only in 2020. EBAM’s results have shown a positive trend since 2017, despite the sector’s generally unfavorable conditions. The company also remained focused on managing its short-term liquidity position, while continuously prospecting strategic alternatives to create value via M&A opportunities.

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Date of Investment Investment Vehicle June 2013 GPCP V

Industry Asset liquidity Beauty Privately held

Beleza Natural is a Brazilian beauty institute chain, focusing on lower middle class consumers. It provides solutions for curly hair through an extensive product line and the services of its beauty institutes. The company opened its first store in 1993 in Rio de Janeiro, Brazil and in 2005 joined Endeavor, an international NGO team aimed at fostering high impact entrepreneurship. After receiving GP's investment in 2013, Beleza Natural inaugurated beauty institutes in other states of Brazil and has recently debuted in the United States. 1Q19 Update 1Q19 was the first quarter in more than two years in which the company started to see signs of sales stabilization. This was a result of multiple efforts to reposition the brand through the launch of new services and products plus a new communication strategy aimed at attracting younger customers. However, the company continues to struggle with several issues in its supply chain that are preventing it from increasing sales. Following the arrival of the new CEO at the end of 2018, Beleza Natural implemented several additional cost-cutting measures aiming to increase efficiency even in a scenario of reduced sales. Going forward, the company expects, through innovation, to be able to attract new customers to its institutes and to increase sales of its services and products to a younger customer base.

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Real Estate Portfolio

Paulista Office Building in SP Update: Sale of two floors

Date of Investment Industry February 2012 Real Estate

Asset liquidity Investment Vehicle Privately held GPRE

GPRE is a GP Investments’ fund dedicated to investing in real estate. The fund’s strategy is to invest primarily at the asset level, directly in projects within the residential, office and retail segments. Launched in 2012, the fund is currently implementing its divestment plan. As a limited partner, GP holds a stake of c.41% in the fund.

1Q19 Update First-quarter developments regarding the real estate portfolio included: (i) Sale of 108 apartment units (totalling 1,426 units sold from 3Q16 to 1Q19); (ii) Sale of two floors of “Paulista”; (iii) Distribution of BRL 9.6 million.

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Proprietary Investments

Spice Private Equity Ltd. (“Spice PE”) is an investment company focused on global private equity investments and listed on the SIX Swiss Exchange (SPCE). GP Investments became the controlling shareholder of Spice PE in 2016 as part of GP’s strategy of pursuing a portfolio of companies with global leadership ambitions, using proprietary capital. As a listed vehicle, Spice PE provides GP with a permanent pool of capital through which it can invest in companies around the globe. Leon, Rimini Street, FoodFirst and The Craftory are all examples of direct investments realized by GP via Spice PE. 1Q19 Update Spice PE posted Net Asset Value of USD 38.32 per share, compared to USD 37.84 per share in the previous quarter. Total NAV for the quarter was USD 204.6 million, comprising cash & cash equivalents (26%), direct investments (58%), and the Legacy Portfolio (16%). The company’s balance sheet is debt- free. As of March 31, 2019, the company’s shares were trading at a 44.2% discount to NAV. After deploying capital under the new direct investment strategy over the last two years, Spice PE is focused on the growth and operational improvement of its underlying portfolio companies. As the legacy portfolio continues to be realized, capital will potentially be redeployed into new investment opportunities.

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Date of Investment Investment Vehicle May 2018 Spice Private Equity

Industry Asset liquidity Restaurants Privately held

FoodFirst Global Restaurants (formerly Bravo Brio Restaurant Group) is a leading owner and operator of two distinct Italian restaurant brands within the upscale affordable dining segment: Bravo Fresh Italian and Brio Italian Mediterranean. FoodFirst strives to be the best Italian restaurant company in America and is focused on providing guests with an excellent dining experience through consistency of execution. 1Q19 Update Following GP’s acquisition of FoodFirst at the end of 2Q18, a new management team was put in place and is working at full throttle on the company’s turnaround. FoodFirst’s CEO Brad Blum has a proven track record in similar situations and has already implemented key measures to boost sales and trim costs. As part of these recent measures, the new management team has also substantially reduced SG&A and restaurant costs. The changes made to the menu in 4Q18 are likely to drive sales deceleration in the short-run, before generating positive results in the mid/long-term. The company remains focused on stabilizing top line, preserving cash and keeping costs under control. In time, FoodFirst will reap the rewards from the measures undertaken by the management team, though we highlight that the timing of turnaround projects is usually unpredictable.

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Date of Investment Investment Vehicle August 2017 Spice Private Equity

Industry Asset liquidity Restaurants Privately held

Founded in 2005, LEON is a healthy fast food chain based in the UK. The founders set out to prove that it is possible to serve fast food that both tastes good and does you good – Naturally Fast Food. The menu is inspired by the flavors, variety and natural healthiness of Mediterranean cooking, offered at reasonable prices. 1Q19 Update In the U.K., despite the unfavorable headwinds in the British restaurant market, the company continued to deliver strong performance with double-digit same-store sales growth. The new spring menu was successfully launched in March, which included dishes that quickly became some of Leon’s highest selling items. The company’s expansion plans remain on track, with the second United States store opening expected for this upcoming summer.

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Date of Investment Investment Vehicle October 2017 GP, Spice PE & GPIAC

Industry Asset liquidity Enterprise Software Support Publicly traded

Rimini Street (Nasdaq: RMNI) is the global leader in providing third-party enterprise software support services. With more than 1,800 active clients, the company enables licensees of Oracle, SAP, IBM, Microsoft and other enterprise software applications to enjoy ultra-responsive support, saving up to 90% on total support costs and freeing up funds to drive innovation. 1Q19 Update

During 1Q19, Rimini Street made meaningful progress expanding sales capacity, improving its global service delivery model and launching and selling Salesforce.com and other new support services that increase its total addressable market. Revenues were USD 66.3 million for the quarter, up 11% against USD 59.8 million reported on 1Q18 and exceeding the high end of the guidance range. Gross margin was 64.0%, up from 60.6% for the same period last year. Adjusted EBITDA was USD 8.1 million, a 21% increase over the last year result. Active clients totalled 1,852 at the end of quarter, an increase of 17% over the prior year. For instance, Rimini had a strong government client momentum in the ANZ region, with more than 10 Australian government agencies switching to Rimini Street support. In March, the U.S. Supreme Court issued a unanimous decision reversing earlier decisions by lower courts and ruling that Oracle must return USD 12.8 million (plus interest) in non-taxable expenses that Rimini Street had paid to Oracle in 2016. This refund is in addition to the USD 21.5 million that Oracle previously returned to Rimini Street on March 31, 2018, following a decision and order by the U.S. Ninth Circuit Court of Appeals. Oracle paid this amount to Rimini on April. The company also closed a follow- on Series A preferred stock financing with a face value of USD 6.5 million to fund new product and service launches and further strengthen its balance sheet.

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Date of Investment Investment Vehicle May 2018 Spice Private Equity

Industry Asset liquidity Investment Platform Privately held

The Craftory is an investment holding company with approximately USD 300 million of permanent capital to deploy in up to 10 of the world’s boldest challenger brands within the fast-moving consumer goods space. It focuses on Europe and the U.S., searching for high-growth consumer brands with annual revenues of at least USD 10 million. The goal is to boost sales with scalable operations, effective storytelling and digital marketing. The Craftory is being led by entrepreneurs and brand experts who are seeking targets that have truly disruptive business models, where they can leverage their experience and expertise to help catapult growth. 1Q19 Update Since its launch in 2Q18, the Craftory has developed an extensive investment pipeline and has concurrently onboarded its remaining team members. The company recently led a USD 30 million investment round in NotCo, a food tech company that recreates food staples using only vegetable ingredients. The company continues to monitor an robust pipeline of potential investment targets, most of them based in the U.S.. Some of the categories in focus are food and beverages, beauty and cosmetics, and consumer products – always with an attribute of a challenger brand, such as sustainability, health or market disruption. Subsequently, in May, The Craftory announced an USD 18 million investment in TomboyX, a company that manufactures eco-friendly underwear that anybody can feel comfortable in, regardless of size or gender. The Craftory will become the largest shareholder and its directors will join the Board, actively supporting TomboyX in its growth journey.

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Results GP Investments presents its results excluding non-controlling interests from its private equity and real estate activities and segregates its results into:

• Fund Management, which includes the fees received by GP Investments as the General Partner in its private equity and real estate funds and its ownership as the controlling shareholder of BRZ Investimentos and GP Advisors; and • Capital Results, which include the participation of GP Investments as an investor in the funds it manages and other directly held investments. In addition, Spice Private Equity’s financial accounts are consolidated within GP’s balance sheet. The proportional balance sheet consolidates 100% of Spice PE’s individual accounts within GP’s financials and the minority interests are excluded from the company’s equity. These are management figures and, as such, are unaudited. The complete financial statements that include all non-controlling interests and are reviewed by our independent auditors are presented at the end of this release. These financial statements are in accordance with U.S. GAAP standards and are being released simultaneously in all jurisdictions in which GP Investments has its securities traded. In compliance with requirements of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) the issuer also releases financial statements in accordance with IFRS standards, which may differ from these financial statements due to the different basis of the accounting standard.

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Net Asset Value (NAV) The following table presents the breakdown of GP Investments’ NAV by investment as of March 2019:

Value of Investments (in USD million) GP Spice GP + Spice

Equity Portfolio 170.4 187.3 357.8 Publicly Traded Companies 86.6 - 86.6 RHI Magnesita¹ 58.0 - 58.0 BR Properties¹ 20.7 - 20.7 Rimini Street4 7.9 - 7.9 Privately-Held Companies 83.8 187.3 271.2 Spice's portfolio - 187.3 187.3 Centauro² 38.4 - 38.4 Real Estate Investments³ 18.0 - 18.0 EBAM² 6.7 - 6.7 Beleza Natural² 4.1 - 4.1 Other Investments 16.6 - 16.6 Assets and Liabilities 7.8 (67.7) (59.9) Cash and Cash Equivalents 38.3 39.9 78.2 Financial Investments 35.3 15.1 50.4 Other Assets 76.7 9.4 86.1 Liabilities (142.6) (0.3) (142.9) Minority Interest - (131.8) (131.8)

NAV (Shareholders' Equity) 178.2 119.6 297.8

(1) The value of the investment is based on the company’s market capitalization as of March 31, 2019.

(2) Discounted cash flow methodology, adjusted by the foreign exchange rate as of March 31, 2019.

(3) Value of the investment is based on the acquisition value for some of the fund's projects and on DCF methodology for others, according to GPRE's Policies described in the 1Q13 Earnings Release, both adjusted by the exchange rate as of March 31, 2019.

(4) The value of the investment is based on the company’s market capitalization as of March 31, 2019, including GPIAC, which is the vehicle that holds the sponsor shares, warrants and the expense reimbursement related to the Rimini Street transaction to be received by GP from GPIAC.

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GP Investments’ NAV totalled USD 297.8 million as of March 31, 2019, with NAV per share of USD 2.71, representing a 2% increase in NAV per share from December 31, 2018.

NAV appreciation in the quarter was driven mainly by the impact of the positive change in FMV of listed companies, totalling USD 9.3 million in the period, followed by the impact of privately held companies on our portfolio, which totalled USD (3.3) million, and the exchange rate impact, which contributed with USD (0.1) million.

Net financial results came in at USD (1.6) million for the quarter, mainly related to financial expenses of USD (3.1) million, which were mostly driven by Perpetual Notes interest and partially offset by financial income of USD 1.5 million, mostly related to the positive performance of our financial investments portfolio in the period.

Finally, Spice PE contributed with a positive impact of USD 1.5 million in the quarter, related to GP's c.59% share of Spice PE's results. The result was mainly related to the positive variation in fair value of both listed and privately-held companies.

1Q19 results will be further detailed.

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Net Revenues

Revenues per Segment 1Q19 1Q18

In USD million

Fund Management Revenues 5.0 8.3 Management fees 4.5 6.6 Performance fees 0.5 - Unrealized performance fees 0.0 1.7

Capital Results Revenues 8.4 6.5 Appreciation / Depreciation in fair value of investments 5.9 6.5 Net realized gains 1.5 - Dividends and others 1.1 - Total Revenues 13.5 14.8

Fund Management Management fees, including intercompany management fees, totalled USD 4.5 million in the first quarter of 2019.

Capital Results The total FMV of our portfolio companies rose by USD 5.9 million during the quarter, driven mainly by the impact of the positive change in FMV of listed companies, totalling USD 9.3 million in the period and partially offset by the negative change in FMV of privately held companies, totalling USD (3.3) million and the flattish impact of the BRL variation on our portfolio which totalled USD (0.1) million.

Proportional Change in Fair Market Value

BRL Chg. In Chg. in FMV In USD million Translation Valuation 1Q19 RHI Magnesita - 8.3 8.3 Centauro (0.2) - (0.2) BR Properties - 1.5 1.5 Real Estate Investments 0.1 (1.8) (1.8) EBAM (0.0) - (0.0) Rimini Street + GPIAC - (0.5) (0.5) Beleza Natural (0.0) - (0.0) Tempo's Escrow (release) 0.1 (1.5) (1.4)

Total (0.1) 5.9 5.9

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Expenses Operating expenses totalled USD (4.6) million in 1Q19, representing a decrease of 19.7% year-over-year compared to USD (5.7) million in 1Q18. This decline was a result of GP’s continuous commitment to cut expenses. The reduction related mainly to a 22.8% drop in personnel expenses, from USD (3.1) million in 1Q18 to USD (2.4) million in 1Q19. G&A expenses also fell in the quarter, to USD (2.2) million, below the USD (2.6) million reported in the same period of 2018. Stock option expenses totalled USD (0.1) million. These are non-cash expenses, recorded according to U.S. GAAP standards.

Expenses breakdown 1Q19 1Q18

In USD million

Operating expenses (4.6) (5.7) General and administrative (2.2) (2.6) Payroll (2.4) (3.1) Intercompany management fees (0.7) (1.0) Intercompany performance fees (0.2) - Stock options (0.1) (0.4) Total Expenses (ex-Bonus and Unrealized Expeneses) (5.6) (7.0) Bonus and carried interest sharing expenses (1.1) (0.6) Unrealized carried interest sharing (0.1) (1.7) Total Expenses (6.8) (9.3)

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Net Income per Business Segment

Proportional Income Statement per Segment 1Q19 1Q18

In USD Million Fund Capital Fund Capital Management Results Total Management Results Total

Management fees 4.5 - 4.5 6.6 - 6.6 Performance fees 0.5 - 0.5 - - - Unrealized change in FMV - 5.9 5.9 - 6.5 6.5 Net realized gains - 1.5 1.5 - - - Dividends and others - 1.1 1.1 - - - tUnrealized performance fees 0.0 - 0.0 1.7 - 1.7 tNet Revenues 5.0 8.4 13.5 8.3 6.5 14.8 Operating expenses (4.6) - (4.6) (5.7) - (5.7) General and administrative (2.2) - (2.2) (2.6) - (2.6) Payroll (2.4) - (2.4) (3.1) - (3.1) Bonus (1.1) - (1.1) (0.6) - (0.6) tUnrealized carried interest (0.1) - (0.1) (1.7) - (1.7) tExpenses (5.7) - (5.7) (8.0) - (8.0) Intercompany management fees - (0.7) (0.7) - (1.0) (1.0) Intercompany performance fees - (0.2) (0.2) - - - Stock options - (0.1) (0.1) - (0.4) (0.4) Financial income / loss net - (1.6) (1.6) - (0.6) (0.6) Financial Income - 1.5 1.5 - 2.7 2.7 t Financial Expenses - (3.1) (3.1) - (3.3) (3.3) tEBT (0.7) 5.8 5.1 0.3 4.6 4.9 Income taxes (0.2) - (0.2) (0.3) - (0.3) tSpice's Net Income - 1.5 1.5 - 3.1 3.1 Net Income (0.9) 7.4 6.5 0.1 7.7 7.8

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Breakdown of Funds On March 31, 2019, the aggregate value of investments in the nine portfolio companies and more than 20 real estate projects totalled USD 1,106 million, and included: • USD 28.6 million from GPCP III; USD 129.8 million from GPCP IV; USD 123.1 million from GPCP V; USD 651.6 million for GPCP VI; and USD 42.8 million from GPRE, with: o USD 832.7 million from limited partners; and o USD 143.2 million from GP Investments; • USD 2.7 million from GP Investments’ direct stake in RHI Magnesita; • USD 119.6 million from GP Investments’ direct stake in Spice Private Equity at book value; • USD 1.9 million from GP Investments’ direct stake in GPIAC; • USD 6.0 million from GP Investments’ direct stake in Rimini Street.

Value of Investment** (USD million)

GP Direct Portfolio Companies GPCPIII GPCPIV GPCPV GPCPVI GPRE GP's Stake LPs Stake

RHI Magnesita(1) 28.6 129.8 - - - 55.3 103.1 2.7 (3) EBAM - - 16.7 - - 6.7 10.0 - (3) Centauro - - 96.2 - - 38.4 57.8 - (3) Beleza Natural - - 10.3 - - 4.1 6.2 - (1) BR Properties - - - 651.6 - 20.7 630.9 - (4) - - - - 42.8 18.0 24.8 - Real Estate Investments Total Fund Investments 28.6 129.8 123.1 651.6 42.8 143.2 832.7 2.7 Spice PE(2) ------119.6 GPIAC (5) ------1.9 Rimini Street(1) ------6.0 Total Proprietary Investments ------127.6

Total 28.6 129.8 123.1 651.6 42.8 143.2 832.7 130.3

Ownership* (%) as of March 31, 2019

GP Direct GP Total Portfolio Companies Total Co-Investors GPCPIII GPCPIV GPCPV GPCPVI GPRE Stake Ownership**

RHI Magnesita(1) 8% 2% 1% 5% - - - 0% 2%

EBAM(3) 80% - - - 80% - - - 32%

Centauro(3) 36% 12% - - 24% - - - 10%

(3) Beleza Natural 34% - - - 34% - - - 13% (1) BR Properties 70% - - - - 70% - - 2% Real Estate Investments(4) 100% - - - - - 100% - 41% Spice PE(2) 59% ------59% 59% GPIAC (5) 17% ------17% 17% Rimini Street(1) 3% ------3% 3%

* Figures include value and ownership of investments in the GPCP III, GPCP IV, GPCP V, GPVP VI and GPRE funds. ** The value of the investments represents GP Investments’ direct and indirect stakes in each company within the portfolio. (1) The value of the investment is based on the company’s market capitalization as of March 31, 2019. (2) The investment in Spice Private Equity is consolidated in GP Investments' balance sheet. The valuation shown above is based on its shareholders' equity as of March 31, 2019. (3) Discounted cash flow methodology, adjusted by the foreign exchange rate as of March 31, 2019. (4) Value of the investment is based on the acquisition value for some of the fund’s projects and on DCF methodology for others, according to GPRE’s policies described in the 1Q13 Earnings Release, both adjusted by the exchange rate as of March 31, 2019. (5) GPIAC is related to GP’s 16.7% stake in the vehicle that holds the sponsor shares, warrants and the expenses reimbursement related to the Rimini Street transaction to be received by GP from GPIAC.

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GP Investments’ Investor Relations

Rodrigo Boscolo CFO and Investor Relations Officer

Eduardo Coutinho Corporate Development and Investor Relations Manager

GP Investments +55 (11) 3556-5505 [email protected]

Conference Call English May 16, 2019 9:00 am (New York time) 10:00 am (Brasília time) Phone (International): +1 (412) 317 6383 Phone (Brazil): +1 (844) 686 3846 Code: GP Investments

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Proportional Balance Sheet

Proportional Balance Sheet

In USD million Assets 1Q19 2018 1Q18 Liabilities and shareholders' equity 1Q19 2018 1Q18 Current assets 153.6 188.0 254.0 Current liabilities 9.9 16.5 18.5 Cash and cash equivalents 78.2 97.9 171.5 Accounts payable 1.6 3.5 6.1 Financial investments trading securities 50.4 64.3 50.9 Taxes payable 1.8 1.8 1.1 Management and performance fees 0.1 0.1 0.2 Payroll accruals and related charges 2.6 5.5 3.1 Deferred costs and prepaid expenses 0.9 1.3 1.4 Accrued interest 2.1 2.6 2.6 Other 24.0 24.3 30.0 Other 1.7 3.1 5.6

Non-current liabilities 133.0 156.3 155.6 Perpetual notes 107.3 130.6 130.7 Provision for contigencies 25.7 25.7 25.0 Non-current assets 418.9 406.7 399.9 Investments 366.3 352.7 353.7 Equity portfolio 357.8 344.1 342.9 Shareholders' equity 429.6 421.9 479.8 Financial investments available for sale 8.5 8.6 10.8 Share capital 0.3 0.3 0.3 Funds held in escrow 8.6 10.1 10.0 Share premium 597.5 597.4 596.7 Receivables from employees and shareholders 10.9 10.7 12.2 Retained earnings / losses (276.4) (282.9) (195.5) Furniture and equipment 0.7 0.7 0.8 Treasury shares (0.3) (0.3) (0.4) Loans & receivables from related parties 31.4 31.4 19.8 Other accumulated comprehensive income (23.3) (23.2) (16.6) Other 1.1 1.0 3.5 Minority interest 131.8 130.7 95.3 Total assets 572.5 594.7 653.9 Total liabilities and shareholders' equity 572.5 594.7 653.9

GP Investments 26

Proportional Balance Sheet (GP + Spice PE)

Balance Sheet GP Investments Spice PE GP + Spice PE GP Investments Spice PE GP + Spice PE

In USD million Assets 1Q19 1Q19 1Q19 Liabilities and shareholders' equity 1Q19 1Q19 1Q19 Current assets 98.5 55.1 153.6 Current liabilities 9.6 0.3 9.9 Cash and cash equivalents 38.3 39.9 78.2 Accounts payable 1.4 0.3 1.6 Financial investments trading securities 35.3 15.1 50.4 Taxes payable 1.8 - 1.8 Management and performance fees 0.1 - 0.1 Payroll accruals and related charges 2.6 - 2.6 Deferred costs and prepaid expenses 0.7 0.1 0.9 Accrued interest 2.1 - 2.1 Other 23.9 0.1 24.0 Other 1.7 - 1.7

Non-current liabilities 133.0 - 133.0 Perpetual notes 107.3 - 107.3 Provision for contigencies 25.7 - 25.7 Non-current assets 222.3 196.6 418.9 Investments 179.0 187.3 366.3 Equity Portfolio 170.4 187.3 357.8 Financial investments available for sale 8.5 - 8.5 Receivables from employees and shareholders 10.9 - 10.9 Shareholders' equity 178.2 251.5 429.6 Furniture and equipment 0.7 - 0.7 Loans & receivables from related parties 22.1 9.3 31.4 Funds held in escrow 8.6 - 8.6 Other 1.1 - 1.1 Total assets 320.8 251.7 572.5 Total liabilities and shareholders' equity 320.8 251.7 572.5

GP Investments 27

Proportional Income Statement

Proportional Income Statement 1Q19 4Q18 1Q18

In USD million

Fund management revenues 5.0 6.3 8.3 Management fees 4.5 6.5 6.6 Performance fees 0.5 0.0 - Unrealized performance fees 0.0 (0.3) 1.7

Capital results revenues 8.4 (18.3) 6.5 Appreciation / Depreciation in fair value of investments 5.9 11.7 6.5 Net realized gains 1.5 (30.7) - Dividends and others 1.1 0.6 - Total Revenues 13.5 (12.1) 14.8 Operating expenses (4.6) (4.6) (5.7) General and administrative (2.2) (2.5) (2.6) Payroll (2.4) (2.1) (3.1) Bonus and carried interest sharing expenses (1.1) (1.7) (0.6) Unrealized carried interest sharing (0.1) 0.3 (1.7) Operating Expenses + Bonuses (5.7) (6.0) (8.0) Intercompany management fees (0.7) (0.8) (1.0) Intercompany performance fees (0.2) (0.0) - Stock options (0.1) (0.2) (0.4) Financial income / loss net (1.6) (3.0) (0.6) Financial income 1.5 1.8 2.7 Financial expenses (3.1) (4.8) (3.3) EBT 5.1 (22.1) 4.9 Income taxes (0.2) (0.3) (0.3) Spice's net income 1.5 (4.0) 3.1 Net Income / Loss 6.5 (26.3) 7.8

GP Investments 28

Consolidated Balance Sheet

Consolidated Balance Sheet 1Q19 2018 1Q18 1Q19 2018 1Q18

In USD million Assets Liabilities and shareholders' equity Current assets 145.0 181.1 245.8 Current liabilities 12.1 20.0 16.8 Cash and cash equivalents 79.8 101.1 172.2 Accounts payable 2.9 5.8 7.1 Financial investments trading securities 50.8 64.6 55.4 Taxes payable 2.0 2.0 1.4 Management and performance fees 0.6 0.6 1.3 Payroll accruals, bonuses and related charges 4.4 7.4 5.0 Deferred costs and prepaid expenses 0.9 1.3 1.5 Accrued interest 2.1 2.6 2.6 Other 12.9 13.4 15.4 Other 0.7 2.1 0.8

Non-current liabilities 146.5 169.8 163.7 Perpetual notes 107.3 130.6 130.7 Provision for contigencies 39.1 39.1 33.0 Non-current assets 639.1 615.6 698.0 Investments 573.4 546.6 635.0 Equity portfolio 564.2 537.4 623.4 Shareholders' equity 625.5 607.0 763.4 Financial investments available for sale 9.1 9.2 11.6 Share capital 0.3 0.3 0.3 Loans & receivables from related parties 22.4 22.8 19.8 Share premium 597.5 597.4 596.7 Funds held in escrow 21.6 21.4 24.1 Accumulated deficit (276.4) (282.9) (195.5) Receivables from employees and shareholders 10.9 10.7 12.2 Other accumulated comprehensive loss (23.3) (23.2) (16.6) Furniture and equipment 0.7 0.8 0.8 Treasury shares (0.3) (0.3) (0.4) Other 10.2 13.2 6.1 Non-controlling interest 327.6 315.7 378.9 Total assets 784.1 796.7 943.8 Total liabilities and shareholders' equity 784.1 796.7 943.8

GP Investments 29

Consolidated Income Statement

Consolidated Income Statement 1Q19 1Q18

In USD million

Fund management revenues 2.6 3.0 Management fees 2.6 3.0 Performance fees - -

Capital results revenues 26.3 30.7 Appreciation / Depreciation in fair value of investments 20.6 30.7 Net realized gains 3.0 - Dividends and others 2.6 -

Total Revenues 28.9 33.6 Operating expenses (5.3) (6.3) General and administrative (2.7) (3.1) Payroll (2.6) (3.1) Bonus and carried interest sharing expenses (1.3) (0.6) Unrealized carried interest (0.1) (0.4) Stock options (0.1) (0.4) Contingencies (0.5) (0.0) Total Expenses (7.3) (7.7) Financial income / loss net (1.3) 0.2 Financial income 2.5 3.5 Financial expenses (3.8) (3.4) Other - (0.0) Net Income / Loss Before Taxes 20.3 26.1 Income taxes (0.3) (0.3) Net Income / Loss 20.0 25.8 Non-controlling net income / loss 13.5 18.0 Net Income / Loss attributable to GP 6.5 7.8

GP Investments 30

Consolidated Cash Flow

Consolidated Cash Flow 1Q19 1Q18

In USD million

Net income (loss) for the year 20.0 25.8 Reconciliation of net income (loss) to net cash flows from operating activities (23.2) (31.7) (Appreciation) depreciation in fair value of the investments (23.3) (30.7) Reversal of unrealized fair value on disposal of investments 2.8 5.4 (Gain) loss on dilution of participation of minorities shareholders 0.0 - Realized (gain) loss - private equity, net (3.0) (5.4) Net unrealized (gain) loss on derivative instruments - 0.0 Stock based compensation 0.1 0.4 Accrued interests in escrow accounts (0.3) (0.0) Accrued interests on financial assets at fair value through profit and loss 0.1 (0.2) Amortization of deferred costs and prepaid expenses 0.4 (0.1) Accrued interest on perpetual notes 0.1 (1.0) Accrued interest on loan receivable 0.0 (0.0) Depreciation of fixed assets 0.1 0.1 Other - (0.1)

Change in assets/liabilities (6.5) (9.4) Loan receivable from related party 1.3 - Management and performance fees receivables 0.0 0.0 (Receivable) payable from employees and shareholders (0.1) 0.9 Accounts (receivable) payable (2.9) 3.0 Taxes payable (0.0) (1.0) Other liabilities (long term) - (6.0) Payroll, accruals bonuses and related charges (2.9) (4.4) Receivables (payables) related to derivative instruments - (0.0) Other liabilities (1.9) (1.2) Other assets 0.1 (0.7) Net cash provided by (used in) operating activities (9.6) (15.2) (Acquisition) sale of financial investments (0.9) (34.1) Transfer to SPVs for payment of expenses (0.3) (0.1) Financial investments, net (0.3) (0.1) Proceeds from sale of financial investments 15.0 0.6 Proceeds from sale of investments – private equity - 7.4 Proceeds from release of escrow 3.0 - (Acquisiton) sale of investments owned through Spice (2.2) - (Acquisition) sale of investment through Spice - 0.2 (Acquisition) sale of financial assets at fair value through profit and loss (1.0) - (Acquisition) sale of furniture, properties and equipment (0.0) (0.0) (Acquisition) sale of other assets - (0.7) Net cash provided by (used in) investing activities 13.4 (26.8) Distribution to Limited Partners - private equity investments (1.1) - Distribution to Limited Partners - real estate investments (1.9) - Capital contribution from Limited Partners - real estate investments 1.1 - Acquisition (amortization) of perpetual notes, net (23.4) (26.7) Acquisition of treasury shares 0.0 (0.4) Capital subscription 0.1 - Capital subscription of minorities of BRZ Investimentos S.A. - 0.4 Net cash provided by (used in) financing activities (25.2) (26.6) Effects of exchange rate changes on cash and equivalents 0.2 (0.1) Net increase (decrease) in cash and cash equivalents (21.3) (68.7) Cash and cash equivalents at beginning of the period 101.1 241.0 Cash and cash equivalents at end of the period 79.8 172.2 Supplemental information 3.7 4.5 Interest paid 3.5 4.3 Income taxes and social contributions paid 0.2 0.3

GP Investments 31

GP Investments

GP Investments