HALF-YEAR REPORT 2020 CONTENTS

SPICE [3]

KEY FIGURES [5]

INVESTMENT STRATEGY [6]

BOARD OF DIRECTORS [7]

INVESTMENT MANAGERS [8]

2020 HALF YEAR REVIEW [10]

HIGHLIGHTS [11]

PORTFOLIO UPDATE [13]

FINANCIAL STATEMENTS [14]

INVESTMENT PORTFOLIO [15]

LEON RESTAURANTS [16]

THE CRAFTORY [18]

RIMINI STREET [20]

BRAVO BRIO (FORMERLY FOODFIRST GLOBAL RESTAURANTS) [22]

FINANCIAL STATEMENTS (IFRS) [24] SPICE PRIVATE EQUITY SPICE PRIVATE EQUITY

Spice Private Equity Ltd. (“Spice PE”) is an investment company focused on global private equity investments and listed on the SIX Swiss Exchange (SPCE). Since 2016, our Board of Directors has reorganized Spice PE to drive operational efficiency and to provide shareholders with direct access to an attractive portfolio of private equity investments. We have transformed our asset base in the last three years, and at the end of 1H20, Spice PE's exposure to direct investments accounted for approximately 69%¹ of the company’s total net asset value (“NAV”).

Since building our new portfolio, our focus has been on driving value via strong governance and active management at each of our companies. This approach is at the core of the successful 27-year track record built by our investment manager GP Investments² (“GP”). From its foundation in 1993, GP has deployed over USD 5 billion in more than 50 private equity transactions across numerous sectors, leading operational transformations that created market leaders. GP’s current lead investment professionals have honed their operational expertise in varied C-suite roles, and they have been investing as a team for over a decade.

SPICE PE’S BUSINESS MODEL GP Investments

USD 1.1 billion in +50 private equity deals proprietary capital invested across +15 sectors 1. Active management

4. Permanent 2. Emphasis on capital perspective complex transactions

3. Expertise across wide USD 5 billion raised range of sectors Industrial approach: focus on from investors worldwide operational & growth opportunities

4 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD

¹ Based on capital invested in The Craftory as of June 2020 (USD 16mn out of a USD 60mn total commitment). ² Our investment manager, GP Advisors (Bermuda) Ltd., is a wholly owned subsidiary of GP Investments, Ltd. KEY FIGURES

NAV COMPOSITION¹ USD 124.9 MILLION AS OF 30 JUNE 2020 (% OF TOTAL NAV)

DIRECT CASH & OTHER LEGACY INVESTMENTS CURRENT ASSETS INVESTMENTS 69% 21% 10%

GEOGRAPHIC EXPOSURE¹ INVESTMENT PORTFOLIO PER REGION (% OF TOTAL NAV)

EUROPE NORTH AMERICA² 53% 37%

EMERGING MARKETS 10%

DIRECT INVESTMENTS INVESTMENT PORTFOLIO IN COMPANIES (% OF TOTAL NAV)

LEON THE CRAFTORY¹ RIMINI STREET BRAVO BRIO 40% 13% 13% 4%

5 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD

1 Based on capital invested in The Craftory as of June 2020 (USD 16mn out of a USD 60mn total commitment). 2 Cash & other current assets are being considered in North America. INVESTMENT STRATEGY

Spice PE’s primary objective is to generate superior returns to shareholders through capital growth. In order to achieve that, we continuously pursue investments that HOW WE can increase our net asset value per share. Our core investment strategy is based on OPERATE long-term direct private equity investments in companies with global leadership ambitions. Operating as shareholders with relevant ownership and significant governance rights, Spice PE focuses on pulling operational & growth levers.

APPROACH TO VALUE CREATION

ACTIVE MANAGEMENT INDUSTRY EXPERTISE via significant governance and focus on solid track record across a wide operational & growth levers range of sectors

SIGNIFICANT INFLUENCE FOCUS ON FEW COMPANIES with control or significant minority dedicating relevant time and positions to ensure governance rights resources to them

COMPLEX TRANSACTIONS PERMANENT CAPITAL where we can unlock substantial value supporting companies with business through our execution capabilities models that can thrive across cycles

Owning Spice PE shares (“SPCE”) enables indirect ownership in a portfolio of businesses with transformational growth potential. SPICE PE Our shareholders obtain private equity exposure via freely traded public shares and SHAREHOLDER face no restrictive conditions such as minimum investment or holding periods. ADVANTAGES Given GP’s substantial SPCE ownership, Spice PE shareholders benefit from full alignment with our investment managers in the pursuit of long-term capital growth.

6 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD BOARD OF DIRECTORS

CHRISTOPHER BROTCHIE CHAIRMAN OF THE BOARD, SWITZERLAND Director of the board at Baring Private Equity, Firmdale Hotel Holdings and Bolero, Mr. Brotchie is an Investment Committee and Advisory Council member in several investment firms.

FERSEN LAMBRANHO VICE-CHAIRMAN OF THE BOARD, UK Chairman of the board at GP Investments Ltd., Mr. Lambranho has 20+ years as a manager and board member in multiple companies across various sectors. Prior to joining GP in 1998, he was CEO at Lojas Americanas, where he worked for 12 years.

ALVARO LOPES MEMBER OF THE BOARD, Previously a board member and CFO at GP Investments Ltd., Mr. Lopes served as a board member of GP Advisors (a wholly owned subsidiary of GP Investments, Ltd.), BRZ Investimentos and Wiz Soluções, and as CEO of Banco Bozano Simonsen.

CHRISTOPHER WRIGHT MEMBER OF THE BOARD, UNITED STATES Chairman of EMAlternatives LLC, an asset management firm, and of its former affiliate in China (Yimei Capital). Mr. Wright sits on the board of Merifin Capital, a European investment firm, and serves as a co-founding board member of Roper Technologies Inc. (NYSE).

DAVID EMERY MEMBER OF THE BOARD, SINGAPORE Founder & CEO of Reciprocus International PTE Ltd, a globally active M&A advisory boutique. Mr. Emery serves today as an advisor to several organizations and government agencies and sits on several boards.

7 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD INVESTMENT MANAGERS

GP Advisors (Bermuda) Ltd. is a wholly owned GP Investments is well known for its active subsidiary of GP Investments, Ltd. GP is a leading management approach, which became the private equity and alternative investments firm. hallmark of its successful investment track-record. Since its foundation in 1993, GP Investments has Since 2006, GP Investments has had its Class A completed investments in more than 50 shares traded in the form of Brazilian Depositary companies and executed over 30 equity capital Receipts (BDRs) on the Brazilian Stock Exchange market transactions. GP Investments has a ( S.A. – Brasil, Bolsa, Balcão) under the ticker consistent and disciplined investment strategy, GPIV33 and on the Luxembourg Stock Exchange. targeting established companies that have the The firm currently has offices in São Paulo, New potential to grow and be more efficient and York, and Bermuda. profitable, becoming leaders in their industries.

GLOBAL FOOTPRINT New York London USA UK OVER 50 PRIVATE EQUITY DEALS Hamilton ACROSS MORE THAN 15 SECTORS Bermuda

OVER USD 5 BILLION RAISED IN 8 FUNDS

USD 1.1 BILLION OF PROPRIETARY CAPITAL INVESTED São Paulo Brazil OVER USD 4 BILLION OF CAPITAL RETURNED TO INVESTORS

ORGANIZATIONAL STRUCTURE

GP Investments Other (Shareholders) Shareholders

Board of Directors Spice Private Equity LTD ZUG

Investment Committee Spice Private Equity (Bermuda) GP Advisors (Bermuda) LTD LTD

Investment Management Agreement between Spice Private Equity (Bermuda) LTD and GP Advisors (Bermuda) LTD

8 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD INVESTMENT MANAGERS

GP INVESTMENTS’ BOARD OF DIRECTORS GP Investments

FERSEN LAMBRANHO CHAIRMAN OF THE BOARD CRISTOPHER WRIGHT DANILO GAMBOA BOARD MEMBER BOARD MEMBER

ANTONIO BONCHRISTIANO ALFRED VINTON BOARD MEMBER BOARD MEMBER

INVESTMENT TEAM

MEMBER ROLE TIME AT GP PAST EXPERIENCE EDUCATION

Johnston Associates, ANTONIO BA: University of CEO 27 years Salomon Brothers & BONCHRISTIANO Oxford Submarino

DANILO Gradus Management BA: USP MD 16 years GAMBOA Consultants MBA: MIT

RUBENS BA: ITA MD 14 years Roland Berger FREITAS MBA: Harvard

JOÃO BA: USP MD 12 years Accenture JUNQUEIRA MBA: Wharton

RODRIGO MD & BA: USP 10 years BCG BOSCOLO CFO MBA: Wharton

9 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD 2020 HALF-YEAR REVIEW HIGHLIGHTS

SPICE’S NAV ENDED 1H20 AT USD 124.9 MILLION, DRIVEN BY FOODFIRST & LEON FAIR MARKET VALUE REASSESSMENTS

INVESTMENT ACTIVITY IN NUMBERS (AS OF 30 JUN 2020) During the first half of the year, Spice PE MARKET CAPITALIZATION attention was dedicated to supporting our portfolio companies as they acted to mitigate USD 53 million the negative impacts produced by the COVID-19 pandemic. NET ASSET VALUE In our direct investments' portfolio, we were USD 125 million able to successfully complete FoodFirst’s restructuring through a joint venture with Earl NAV DISCOUNT Enterprises, the parent company of Buca di Beppo and Planet Hollywood. The joint venture 58% acquired substantially all the company’s assets and currently operates over 60 restaurants. As DIRECT INVESTMENTS (AS % OF NAV)¹ part of the transaction, Spice PE invested $4.5m, which now represents the fair market value of its 69% indirect ownership of c. 35% in the joint venture.

NAV PER SHARE AND PRICE EVOLUTION 70.0 58% 50%

60.0 44% 41% 44% 39% 36% 36% 39% 37% 32% 30% 31% 33%

50.0

42.3 41.7 42.0 43.0 41.0 40.0 39.1 40.0 37.8 38.3 37.5 35.9 34.3

30.0 22.8 23.4

20.0

28.7 28.9 25.9 28.4 27.6 27.0 25.0 10.0 23.2 21.4 22.0 22.6 19.2 11.3 9.9

- Mar-17 Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19 Mar-20 Jun-20 Share Price (USD) NAV per Share (USD) Discount

11 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD

1 Based on capital invested in The Craftory as of June 2020 (USD 16mn out of a USD 60mn total commitment). HIGHLIGHTS

NET ASSET VALUE pandemic, portfolio companies’ direct to consumer sales are growing meaningfully above budget. In terms Spice PE’s NAV per share was USD 23.4 at the half-year of investment activity, notwithstanding the slowdown in end, compared to USD 34.3 on 31 December 2019. private markets as a result increased uncertainty, The Total NAV moved from USD 183 million to USD 125 Craftory has been able to maintain an active pipeline, million, driven by fair market value reassessments of and recently announced two new transactions. In FoodFirst and LEON due to COVID-19 impacts. February, The Craftory announced a UDS 16 million SPCE share price fell by 48.4%, from USD 19.2 on 31 investment in Dropps, a D2C plastic-free detergent December 2019 to USD 9.9 by the end of June 2020. company. Subsequently, in early 2H20, The Craftory The share price discount to NAV increased to 58%. announced a USD 20 million investment in Present Life, DIRECT INVESTMENTS a new global wellness and beauty company. Since acquiring the assets formerly held by FoodFirst, Rimini Street has also been able to successfully navigate Bravo Brio’s joint venture has made steady progress through disruptions created by COVID-19. The company rebuilding sales as restaurants under both brands were continued to deliver uninterrupted critical support gradually allowed to reopen. services to its clients and its customer base has now surpassed over two thousand active companies. Rimini In the UK, during the lock-down months, LEON was able Street revenues continue to grow at double digits, while to adapt part of its restaurants by converting them into margins have remained relatively stable, which have small grocery shops. The company has also contributed to share prices appreciating approximately implemented several additional initiatives, including the 33% in 1H20. broadening of its grocery product lines and the launch of a new online food delivery platform (feedbritain.com) LEGACY PORTFOLIO LEON continued to make progress on its various digital Throughout the semester, the NAV of our legacy fronts, both inside and outside of its stores. Click-and- portfolio decreased from USD 16.8 million, in the collect functionality has been implemented across previous year, to USD 12.8 million in June 2020, driven restaurants through LEON’s mobile app, and delivery by unrealized losses associated with covid-19 related resumed its growth, having represented a meaningful mark-downs. Divestment activity has also decelerated share of total sales in the first half of 2020. as potential buyers have held back in face of At The Craftory, portfolio companies have been able to unprecedented uncertainty. leverage the global digital acceleration to grow their reach. Despite supply chain challenges created by the

12 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD PORTFOLIO UPDATE

SIZE COMPANY LOCATION SECTOR INVESTMENT FAIR NAME DATE VALUE¹ 1 LEON RESTAURANTS UK Consumer Aug-17 USD 50mn

2 THE CRAFTORY UK Consumer May-18 USD 16mn North 3 RIMINI STREET Technology Oct-17 USD 16mn America North 4 BRAVO BRIO Consumer May-18 USD 5mn America DIRECT INVESTMENTS USD 87mn (% OF TOTAL NAV) 69% Emerging 5 LEGACY PORTFOLIO USD 13mn Markets 6 CASH & OTHER CURRENT ASSETS USD 25mn

TOTAL ASSETS USD 125mn

NAV COMPOSITION1

New Strategy Execution

LEON Rimini Street Bravo Brio The Craftory

57% 62% 71% 69%

28% 22% 19% 21% 17% 15% 9% 11% Dec-18 Jun-19 Dec-19 Jun-20 Legacy Portfolio Cash Direct Investments

13 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD

1 Based on total capital invested in The Craftory at the end of each semester. FINANCIAL STATEMENTS

FINANCIALS IN MN USD 30-Jun-20 30-Jun-19 Spice PE’s gross portfolio return (comprising both Income realized and unrealized variations) ended 30 June of 2020 at USD (56.6) million, mostly driven by Chg. FMV (56.6) 4.8 unrealized changes in fair market value. As previously noted, these changes were produced by Net realized gain/(loss) (0.1) 0.1 mark downs of FoodFirst Global Restaurants and on investments Leon Restaurants, given COVID-19 related impacts. Interest income 0.1 0.6 Total expenses reached USD 1.8 million, pointing Dividend income - - to an improvement when compared to the USD 2.1 million reported in June 2019. Others - - For the semester, Spice PE registered a net loss of Total income (loss) (56.6) 5.5 USD 58.5 million in 30 June 2020 (compared to a net profit of USD 3.4 million in 30 June of 2019). Total expenses (1.8) (2.1) Our balance sheet has remained robust, with cash & cash equivalents standing at USD 26.2 million as Foreign exchange loss (0.1) (0.0) of 30 June 2020. Spice PE continued to hold no Net income (loss) for the (58.5) 3.4 debt at the group level. period

TOTAL EXPENSES TOTAL EXPENSES BREAKDOWN (USD MILLION) (USD MILLION) (53%) Other Operating Expenses Core Operating Expenses 3.8 Management & Administration Fees 3.4 3.0 (39%)

2.1 1.8 3.0 0.3 2.1 0.7 0.0 1.8 0.1 0.7 0.6 2.0 1.4 1.2

HY 16A HY 17A HY 18A HY 19A HY 20A HY 18A HY 19A HY 20A

14 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD INVESTMENT PORTFOLIO LEON RESTAURANTS ACCELERATED DIGITALIZATION AND CHANNEL EXPANSION

PORTFOLIO: DIRECT INVESTMENT ASSET CLASS: PRIVATE

LEON is a UK based, globally ambitious natural INITIATIVES LAUNCHED DURING THE SEMESTER fast-food chain. The company joined the food scene in 2005 when it was named the Best New Restaurant in the UK by The Observer, a British newspaper. Over the past five years, LEON has more than doubled in size and managed to continuously deliver same store sales growth, despite a challenging market backdrop in the UK. With more than 70 restaurants and over 1,000 employees, LEON offers Mediterranean dishes and a natural menu at reasonable prices. As part of its expansion plan, LEON continues to open stores with franchise partners across Europe and has recently opened its third store in the United States, in Washington D.C.

INVESTMENT SELECTED NUMBERS

SPICE PE'S REVENUES 42% > GBP 70 million OWNERSHIP 2019

SECTOR Consumer SITES +70

INVESTMENT # OF Aug-17 +1,000 DATE EMPLOYEES

FMV USD 50mn

COST USD 39mn

% OF SPICE 40% PE'S NAV

16 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD INVESTMENT BACKGROUND UPDATE ON LEON Our investment in LEON, concluded in August In face of challenges created by the COVID-19 2017, was Spice PE's first investment under the pandemic, LEON launched various initiatives, new direct private equity strategy, and it now both inside and outside of its stores. On the accounts for 40% of our total NAV. The restaurant side, management implemented opportunity to invest in LEON emerged as the cost reductions, deployed smart technologies company was looking for a long-term investor and adapted stores to sell grocery items and that would be able to support its global growth serve Britain’s Healthcare system during the ambitions. Based on the potential arising from lockdown months. the combination of our operational and sector Off-premise, restaurant delivery continued to expertise with LEON’s visionary leadership, gain traction and LEON’s grocery business Spice PE decided to invest GBP 25 million in expanded and added new channels, including the company, becoming its largest shareholder. Amazon. The Feed Britain campaign, delivering In October 2019, Spice made another capital pre-made meals and fresh products to 500+ injection of GBP 5.7 million to support LEON’s postal codes in the UK, was launched and later future growth, enabling the acceleration its rebranded as LEON at Home, which now digital transformation and pace of store includes many of LEON’s products in addition to openings. the most enjoyed goods from Feed Britain.

17 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD THE CRAFTORY STRONG PORTFOLIO PERFORMANCE AND CONTINUED INVESTMENT ACTIVITY

PORTFOLIO: DIRECT INVESTMENT ASSET CLASS: PRIVATE

The Craftory is an investment holding company THE CRAFTORY INVESTMENT PORTFOLIO with approximately USD 365 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 US 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 such as its founders Elio Leoni, a board member of Anheuser Busch InBev and former CEO of Iglo Group and EMI Music, and Ernesto Schmitt, previously the Founder and CEO of Peoplesound, one of the world's first online music companies.

INVESTMENT SELECTED NUMBERS

SPICE PE'S 16% PIPELINE +3,000 companies OWNERSHIP PERMANENT SECTOR Consumer USD 365 million CAPITAL INVESTMENT INVESTED May-18 6 companies DATE COMPANIES CAPITAL PORTFOLIO USD 16mn 10 companies DEPLOYED¹ TARGET TARGETS’ COMMITMENT USD 60mn > USD 10mn in revenues SIZE % OF SPICE 13% PE'S NAV²

18 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD

¹ As of June 2020. 2 Based on capital invested in The Craftory as of June 2020 (USD 16mn out of a USD 60mn total commitment). INVESTMENT BACKGROUND THE CRAFTORY’S PORTFOLIO UPDATE Spice PE launched The Craftory as a catalyst During the first semester, The Craftory has called for disruption in the consumer products USD 4.5 million from Spice PE, bringing capital space. Once fully deployed, our commitment deployment so far to USD 16 million (from a total to The Craftory should become one of Spice commitment of USD 60 million). PE's most significant assets. Built with a In February, The Craftory announced a USD 16 unique proposition, substantial capital, and a million investment in Dropps, a direct-to- differentiated team with complementary consumer plastic-free detergent company. skills, The Craftory has enormous potential Shortly after, The Craftory made a small strategic for value creation. investment in Pharmapacks, an e-commerce The Craftory’s goal is to form a distinctive platform that empowers brands with a complete platform of like-minded challengers and a and cost-effective logistics, fulfillment, marketing brain trust of some of the finest disruptors and sales solution. around the globe. The company started its Subsequently, in early 2H20, The Craftory journey with approximately USD 265 million announced a USD 20 million investment in in committed capital, bringing in additional Present Life, a new global wellness and beauty c. USD 100 million in 2H19. The team company that has launched the brands Healist comprises hands-on, strategic and creative and Loum. With the completion of these three professionals who are experts in branding, investments, The Craftory’ now owns 6 challenger storytelling, growth platforms, supply chains, brands. and investing. Looking at The Craftory’s portfolio, to date the Under the investment leadership of Thiago pandemic has had limited impact on the Rodrigues, a former Managing Director of GP companies’ growth, given the predominance of Investments, The Craftory will execute a very direct to consumer distribution models. The selective investment process, targeting Craftory’s team to continue to provide portfolio significant minority or controlling positions. companies’ teams with ample operational and Spice PE holds one of four board seats, strategic support as they scale their brands. despite owning only 16% of total capital.

19 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD RIMINI STREET RESILIENT REVENUE GROWTH AMIDST THE PANDEMIC

+17% PORTFOLIO: DIRECT INVESTMENT REVENUES ASSET CLASS: PUBLIC USD MILLION 157 122 134 Rimini Street is a leading independent provider of enterprise software support. The company was founded in 2005 with the goal of delivering an innovative and value-driven solutions to enterprises, targeting an addressable market of HY 18 HY 19 HY 20 nearly USD 30 billion, considering currently supported products. Rimini’s clients have saved GROSS PROFIT +13% over USD 3 billion in maintenance costs to date. USD MILLION The company provides software support to more 85 than 2,000 active clients, including 81 companies in the Fortune 500 and 18 in the Fortune Global 75 100. 73 With its low-cost solution and superior service in its support delivery, Rimini Street has been able to HY 18 HY 19 HY 20 deliver sustained revenue growth.

INVESTMENT SELECTED NUMBERS

SPICE PE'S # OF ACTIVE 5% +2,100 OWNERSHIP CLIENTS # OF SECTOR Technology +900 EMPLOYEES INVESTMENT RETENTION Oct-17 +92% DATE RATE

FMV USD 16mn

COST USD 24mn

% OF SPICE 13% PE'S NAV

20 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD INVESTMENT BACKGROUND UPDATE ON RIMINI STREET Spice PE invested in Rimini Street in October Rimini Street has been able to successfully 2017 as part of the new direct investment navigate disruptions generated by COVID-19, strategy. Rimini currently represents 13% of having moved all of its operations team to home Spice PE's NAV. The acquisition involved a office, converted global in-person marketing complex transaction which combined GP events to digital marketing and established a Investments Acquisition Corp. (GPIAC) – a remote-selling process globally. Special Purpose Acquisition Company (SPAC) – Despite the operational challenges, the Company with Rimini Street. The SPAC was listed before achieved record quarterly revenues in 2Q20, up the merger and, as soon as the combination 12% over the same quarter in the previous year. was completed, Rimini Street shares began Rimini’s client base kept growing at double digits, trading on the Nasdaq Exchange as ‘RMNI’. Of having increased by 14% over the last 12 months the USD 50 million equity raised, Spice PE and reaching 2,159 active clients. invested USD 24 million. Despite owning just a 5% stake, Spice PE holds two of the nine board The company raised the low-end of full year seats. revenue guidance from USD 310 million to USD 314 million, resulting in a full year 2020 revenue Our investment in Rimini Street was based on guidance in the range of USD 314 million to USD the attractiveness of: (i) a proven, disruptive 320 million (vs. 2019 Revenues of USD 283 and low capital-intensity solution, with a large million). addressable market; and (ii) a strong founder- led team, with the capabilities and right In August, Rimini Street announced a common incentives to pursue long term value creation. stock public offering at $4.50 per share, raising gross proceeds of approximately $27.5 million.

21 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD BRAVO BRIO COMPLETE RESTRUCTURING AND GRADUAL REVENUE BUILD UP

PORTFOLIO: DIRECT INVESTMENT ASSET CLASS: PRIVATE

Bravo Brio (formerly FoodFirst Global Restaurants) is a US based owner and operator of two distinct Italian restaurant brands BRAVO! Cucina Italiana and BRIO Tuscan Grille. The company has over 60 outlets across multiple states in the United States, most of which are strategically positioned in high traffic areas and A+ shopping centers. Bravo Brio strives to be the best Italian restaurant company in America and is focused on providing its guests with an excellent dining experience through consistency in its execution.

INVESTMENT SELECTED NUMBERS

SPICE PE'S REVENUES 35% > USD 300 million OWNERSHIP 2019

SECTOR Consumer SITES +60 sites

INVESTMENT May-18 - BRIO ≈35 sites DATE

FMV USD 4.5mn - BRAVO’S ≈30 sites

# OF COST USD 74mn +8,000 EMPLOYEES % OF SPICE 4% PE'S NAV

22 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD INVESTMENT BACKGROUND UPDATE ON BRAVO BRIO In May 2018, Spice PE took Bravo Brio As a consequence of the global Coronavirus Restaurant Group private, becoming its largest pandemic, the company had to close substantially shareholder and renaming it FoodFirst Global all of its dinning rooms in mid-March. Shortly Restaurants. after, following discussions with its lenders, the The company had been underperforming for company determined that it was in the best several years, and our investment represented interest of its shareholders and other stakeholders an opportunity to leverage our restaurant to seek protection pursuant to a Chapter 11 industry expertise to reignite growth in both Bankruptcy filing, which was made early in April. brands by implementing an operational During the Chapter 11 proceedings, a joint turnaround. venture (“JV”) was formed with Earl Enterprises as In the first semester of 2020, in face of the a strategic partner to provide financial and Covid-19 pandemic, the company underwent a operational support to the company. Spice PE restructuring process and all its substantive invested approximately $4.5m in the JV, which assets were acquired by a joint venture formed enabled it to eventually acquire substantially all between Spice PE, co-investors and Earl assets from FoodFirst, including BRIO Italian Grille Enterprises, the owner and operator of and BRAVO! Italian Kitchen brands. As part of the multiple restaurant brands, including Planet transaction, the JV assumed operations of Hollywood, Buca di Beppo and Bertucci’s. approximately 60 restaurants, selected from the most profitable locations in the portfolio. In 2019, these stores represented over $200m in sales. In early August, FoodFirst’s bankruptcy case was dismissed by the Orlando Bankruptcy Court. Since then, the joint venture has been working diligently to gradually reopen dinning rooms across the country, following government guidelines and hygiene protocols. In parallel, the company has been making meaningful progress on its delivery channel, which has been supporting restaurant operations through the pandemic.

23 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD FINANCIAL STATEMENTS (IFRS) CONSOLIDATED BALANCE SHEET (UNAUDITED)

IN TUSD Note 30.06.2020 31.12.2019 30.06.2019 Assets Current assets – Cash and cash equivalents 26 270 26 260 29 064 – Financial instruments 6 - 9 932 14 897 – Receivables and prepayments 717 1 843 365 Total current assets 26 987 38 035 44 326

Non–current assets – Investment 7 1 1 1 Equity portfolio 99 419 147 393 156 335 Total non–current assets 99 419 147 393 156 335 Total assets 126 406 185 428 200 661

Liabilities and Shareholders’ Equity Current liabilities – Payables and accrued charges 1 369 1 843 152 – Provision 164 164 164 Total current liabilities 1 533 2 007 316 Total liabilities 1 533 2 007 316

Shareholders’ Equity 4 – Share capital 53 980 53 980 53 980 – Share premium 324 810 324 810 324 810 – Treasury shares (at cost) (651) (601) (625) – Accumulated deficit (195 240) (181 712) (181 711) – Net profit /(loss) for the period (58 499) (13 528) 3 418 – Currency translation difference 473 473 473 Total Spice PE Shareholders’ Equity 124 874 183 422 200 345 Total liabilities and Shareholders’ Equity 126 406 185 428 200 661

Net Asset Value per share Number of shares outstanding at reporting date 5 336 210 5 339 509 5 338 611 Net Asset Value per share 23.40 34.35 37.53

25 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

IN TUSD Note 1.1.2020 – 1.1.2019– 30.6.2020 30.6.2019 Income Interest income 87 596 Net realized gain/(loss) on investments 7 (63) 136 Net unrealized gain/(loss) of investments designated at fair value through profit or loss 7 (56 597) 4 769 Dividend income - 8 Net gain/(loss) on foreign currency exchange (85) (6) Other Income/(loss) - 12 Total income (loss) (56 658) 5 515

Expenses Management fees 5 (1 149) (1 396) Administration fees 5 (53) (49) Other operating expenses (639) (652) Total expenses (1 841) (2 097)

Income tax expenses - -

Net profit/(loss) for the period (58 499) 3 418

Earnings per share Weighted average number of shares outstanding during the period 5 339 082 5 339 278 Net profit/(loss) per share – basic (10.96) 0.64 Net profit/(loss) per share – diluted (10.96) 0.64

Other comprehensive income or/ (loss) for the period - - Total comprehensive income or (loss) for the period (58 499) 3 418

26 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)

IN TUSD 30.6.2020 30.6.2019 Cash flows from operating activities Proceeds from non–current assets 6 655 3 056 Purchase of non–current assets (14 296) (8 463) Dividends received - 8 Operating costs (2 272) (2 049) Other Income - 32 Total net cash used in operating activities (9 913) (7 416)

Cash flows from investing activities Investment in financial instruments - (20) Divestment of financial instruments 9 575 - Deferred sale proceeds from sale of the subsidiaries - - Interest income 399 731 Total net cash generated from investing activities 9 974 711

Cash flows from financing activities

Payments on behalf of unconsolidated subsidiary - - Treasury share purchases (145) (267) Treasury share sales 95 276 Change in short term financial liabilities 3 - Dividends paid to shareholders - (5 072) Total net cash used in financing activities (47) (5 063)

Foreign exchange effect on cash and cash equivalents (6) (2) Increase /(decrease) in cash and cash equivalents 10 (11 770) Cash and cash equivalents as of 1 January 26 260 40 834 Cash and cash equivalents as of 30 June 26 270 29 064

27 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

Shareholders’ Equity Share Share Less Currency Accumulated Total Spice PE IN TUSD capital premium treasury translation deficitShareholders‘ shares differences Equity (at cost)

Balance as of 1 January 2019 53 980 346 991 (633) 473 (198 820) 201 991 Net loss for the period - - - - 3 418 3 418 Other comprehensive ------income Total comprehensive loss - - - - 3 418 3 418 Reclass reserve to retained - (17 109) - - 17 109 - earnings Purchase and sale of - - 8 - - 8 treasury shares Dividends paid - (5 072) - - - (5 072) Total equity changes - (22 181) 8 - 20 527 (1 646)

Total Equity as of 30 June 53 980 324 810 (625) 473 (178 293) 200 345 2019

Balance as of 1 January 2020 53 980 324 810 (601) 473 (195 240) 183 422 Net loss for the period - - - - (58 499) (58 499) Other comprehensive ------income Total comprehensive loss - - - - (58 499) (58 499) Reclass reserve to retained ------earnings Purchase and sale of - - (49) - - (49) treasury shares Dividends paid ------Total equity changes - - (49) - (58 499) (58 548)

Total Equity as of 30 June 53 980 324 810 (650) 473 (253 739) 124 874 2020

28 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 1 CORPORATE INFORMATION Direct Investments and Fund Investments may include investments in private equity and private Spice Private Equity Ltd (“the Company”) is a Swiss equity related instruments and opportunistically stock corporation established under the relevant in certain categories of credit products. provisions of the Swiss Code of Obligations and Investments will typically be made through Spice domiciled in Zug. The Company’s shares are listed Bermuda. Net profits generated upon realizations on the SIX Swiss Exchange. The address of the will typically be re–invested. registered office of the Company is Industriestrasse 13c, 6302 Zug, Switzerland. On 5 May 2016, GP Investments Ltd (“GP”) agreed The Group expects to invest significant amounts to acquire the shares in Spice Private Equity Ltd of capital in each individual transaction and will (ticker symbol “SPCE”) which were held by therefore be expected to sustain a higher portfolio investment vehicles managed by Fortress concentration than was evident in prior years. In Investment Group LLC (“Fortress”) and Newbury the case of an investment in any blind pool fund Associates LLC (“Newbury”). The closing of the or of which GP or its affiliates transaction took place right after the annual is the General Partner, the Group’s investment general meeting of shareholders on 28 June 2016. shall not represent more than 10% of such fund’s GP now indirectly holds 63.49% of the shares and aggregate committed capital. voting rights of the Group. The group Board of Directors currently has the On 24 May 2018, the Company announced the following composition: completion of the merger agreement between an • Mr. Christopher Brotchie, Chairman of the affiliate of the Company and FoodFirst Global Board of Directors Restaurants, Inc. (“FoodFirst”) (ex. Bravo Brio • Mr. Christopher Wright, member of the Restaurant Group, Inc.), through FoodFirst Global, Board of Directors LP (“Food First, LP”), a Limited Partnership domiciled in Delaware, USA. As of 30 June 2020, • Mr. Fersen Lamas Lambranho, member of the Company, Spice Bermuda (“Spice Bermuda”) the Board of Directors and Food First, LP together constituted “the • Mr. David Justinus Emery, member of the Group”. The Group’s structure as of 30 June 2020 Board of Directors is displayed on the next page. • Mr. Alvaro Lopes da Silva Neto, member of The investment objective of Spice Private Equity the Board of Directors Ltd and its subsidiaries is to achieve long–term capital growth for shareholders by investing directly in companies (“Direct Investments”) and in private equity specialized funds (“Fund Investments”). The Group will invest in assets denominated in foreign currencies and may from time to time enter into transactions with the objective of hedging foreign currency exposure.

29 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

In 2013, the Company and GP Advisors Ltd. ORGANIZATIONAL STRUCTURE (formerly APEN Services GmbH) amended their ORGANIZATIONAL STRUCTURE AS OF 30 JUNE 2020 agreement on administrative services to be GP Investments Other provided to the Company. Under the agreement, (Shareholders) shareholders the Company issued a power-of-attorney to GP 63.49% Advisors Ltd. (a wholly owned subsidiary of GP Investments, Ltd.) staff to handle matters of a Board of Directors 100% merely administrative nature. Under this Spice Private Equity LTD ZUG agreement, the Company shall pay to GP Advisors 1 Ltd. (a wholly owned subsidiary of GP Investments, Ltd.) an annual fee of CHF 100 000 Investment Committee 100% plus out-of-pocket expenses reasonably incurred. GP Advisors Spice Private Equity On 01 July 2017, this agreement was transferred (Bermuda) LTD (Bermuda) LTD to GP Advisor (Bermuda) under the same terms. Investment Management Agreement between Spice Private Equity (Bermuda) LTD and GP Advisors (Bermuda) LTD The consolidated condensed interim financial statements are presented in US Dollars (USD) and (1) Administrative Services Agreement between GP Advisors (Bermuda) Ltd and all values are rounded to the nearest thousands, Spice Private Equity Ltd. except per share data or when otherwise indicated. NOTE 2 BASIS OF PRESENTATION The consolidated condensed interim financial statements per 30 June 2020 are prepared in accordance with IAS 34 Interim Financial Reporting and comply with Swiss Law and the accounting guidelines laid down in the SIX Swiss Exchange’s Directive on Financial Report (DFR) for Investment Companies. These consolidated condensed interim financial statements do not include all the information and disclosures required in annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2019. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of new and amended standards as set out below.

30 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

The following new standards and amendments to NOTE 4 SHAREHOLDERS’ EQUITY standards was mandatory for the first time for the The share capital of the Group as of 30 June 2020 financial years beginning 1 January 2019. The amounts to TUSD 53 980 (31 December 2019: Group has assessed the potential impact of the TUSD 53 980) consisting of 5 363 717 registered below-mentioned standards and interpretations. shares (31 December 2019: 5 363 717) with a par Based on the analysis performed, the Group value of CHF 10.00 (USD 10.06) each. All issued concludes that the new standards had no material shares are fully paid–in. On 27 Mai 2020, the impact on the Group's accounting policies, its Board of Directors of the Group decided to cancel overall results and financial position. 3’100 Shares. The cancellation will follow in the second haft year. Expected to be New IFRS applied first in Share capital is broken down as follows: pronouncement Title financial year

IFRS 16 Leases 2019 Number of Shares

NOTE 3 FOREIGN EXCHANGE RATES Outstanding shares at 1 January 2020 5 339 509 The following exchange rates have been used for – Treasury shares sold 5 360 the preparation of these consolidated condensed interim financial statements: – Treasury shares purchased (8 659)

Outstanding shares at 30 June 2020 5 336 210 30 June 31 December 30 June Unit 2020 2019 2019 USD USD USD

Foreign exchange rates: Number of Shares Outstanding shares at 1 January 2019 Swiss Franc 1 CHF 1.05550 1.03280 1.02420 5 338 257 – Treasury shares sold Euro 1 EUR 1.12310 1.12100 1.13680 12 740 – Treasury shares purchased UK Pound Sterling 1 GBP 1.23990 1.32590 1.26930 (12 386)

Outstanding shares at 30 June 2019 5 338 611

1.1.2020– 1.1.2019– 1.1.2019– Unit 30.6.2020 31.12.2019 30.6.2019 The Group can trade in treasury shares in USD USD USD accordance with the relevant guidelines (the Company’s Articles of Association, Swiss company Average rates: law, listing rules of the SIX Swiss Exchange). Swiss Franc 1 CHF 1.03534 1.00620 1.00001 Treasury shares are treated as a deduction from

Euro 1 EUR 1.10195 1.11930 1.12948 the consolidated Shareholders’ Equity of TUSD 651 (31 December 2019: TUSD 601). UK Pound Sterling 1 GBP 1.26053 1.27664 1.29376

31 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

Dividend program 5.1 MATERIAL TRANSACTIONS On 29 May 2018, the Board of Directors of the Board of Directors’ expenses Group announced their intention to propose the Expense of TUSD 219 (30 June 2019: TUSD 270) creation of a dividend policy starting in 2019. The were booked during the reporting period for program would have a three-year term, ensuring Board of Directors compensation and travel predictability as well as gradually increasing expenses. Board of Directors members did not dividends. The objective is to propose minimum receive any new SARs during 2020. target pay-outs of USD 5.0m, USD 5.5m and USD Administration fees 6.0m in 2019, 2020 and 2021 respectively, with the specific pay-outs to be decided based upon During the six-month period ended 30 June 2020, Spice PE’s liquidity position, the performance of its administration fee expenses and payments to GP investment portfolio and the board’s assessment Advisors (Bermuda) Ltd (a wholly owned of new potential investments or divestments. subsidiary of GP Investments, Ltd.) amounted TUSD 53 (30 June 2019: TUSD 49 (paid to GP In June 2019, the company paid a dividend of USD Advisors (Bermuda) Ltd). Please refer to Note 1 in 5.1mn to the shareholders in accordance with the respect to the agreement transferred from GP dividend program as indicated above. In May Advisors Ltd, Zurich to GP Advisors (Bermuda) Ltd. 2020, in light of the unprecedented uncertainties (a wholly owned subsidiary of GP Investments, and the economic and social consequences of the Ltd.). COVID-19 pandemic, the Board of Directors has decided not to propose a dividend payment at Management and performance fees 2020 Annual General Meeting. In the reporting period the Group paid NOTE 5 RELATED PARTY TRANSACTIONS of USD 1.1 million (30 June 2019: USD 1.4 million) to GP Advisors (Bermuda) Related Parties are individuals and companies that Ltd. (a wholly owned subsidiary of GP have the ability, directly or indirectly, to control Investments, Ltd). Based on the investment the other party or to exercise significant influence management agreement, the management fee over the other party in making financial and per quarter is calculated as follows: (a) during the operating decisions. period from 1 January 2015 to 31 December 2018 Related Parties include: (“Initial Period”), the management fee is equal to • Board of Directors of Spice Private Equity Ltd; the sum of (i) CHF 1 250 000 plus (ii) 1 /4 of 1.5% of the New Capital Amount (meaning the total • GP Investments Group consisting of GP Swiss amount of capital raised by the Company from the Ltd, GP Investments Ltd. (Bermuda), GP Advisors issuance and sale of ordinary registered shares or (Bermuda) Ltd. (a wholly owned subsidiary of GP other securities of the Company after 1 January Investments, Ltd.) 2015) and (b) after the Initial Period, the management fee is equal to 1 /4 of 1.5% of the Company’s NAV.

32 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

The Group is invested as of 30 June 2020 in four NOTE 6 DETERMINATION OF FAIR VALUE funds managed by GP Investments (GP Capital The Group’s investments are primarily non– Partners IV, L.P., GP Capital Partners V, L.P., Magma current financial assets and are measured at their Fund and Magma Fund II.). The fees paid by the fair value using the most appropriate valuation Group under these investments amounts to TUSD techniques as described in detail below. 27 (2019 – TUSD 67). The Group also invests The responsibility for determining fair value lies directly in two vehicles, which hold Rimini Street’s with the Board of Directors. Due to inherent investment (RMNI InvestCo, LLC and RMNI uncertainties, fair valuations may differ InvestCo II, LLC) and indirectly in other three significantly from values that would have been vehicles, which hold FoodFirst’s investment used in actual market transactions. (Bugatti Intermediate I, Inc., Bugatti Intermediate II, Inc. and Bugatti Parent, Inc.). The Group determines fair value as follows: GP Advisors (Bermuda) Ltd. (a wholly owned 6.1 DIRECT INVESTMENTS subsidiary of GP Investments, Ltd.) is entitled to a In estimating the fair value of unquoted direct performance fee of 10% of the increase, if any, in investments, the Group considers the most the Company’s NAV after a 5% hurdle and subject appropriate market valuation techniques, using a to customary catch–up and high–watermark maximum of observable inputs. This analysis will clauses. The high–watermark was reset to the USD typically be based on one of the following value of the Company’s NAV as of 31 December methods (depending on what is appropriate for 2014 of USD 203.6 million to reflect the new that particular company/industry): structure and size of the Company after the sale • Result of multiple analysis; of the “Legacy Portfolio”. No performance fees have been accrued or paid as of 30 June 2020 and • Result of discounted cash flow analysis; 2019. • Reference to transaction prices (including As long as there remains in effect an investment subsequent financing rounds); management agreement between GP Advisors • Reference to the valuation of other (Bermuda) Ltd. (a wholly owned subsidiary of GP investors; Investments, Ltd.) and Spice Private Equity • Reference to comparable companies. (Bermuda) Ltd, the Group shall not pay any additional management or performance fees to For investments, the following is GP or affiliates of GP related to any investment also considered: made by the Group in respect of primary fund A new financing round that is material in size for commitments where GP or an affiliate thereof the Group and having new, sophisticated also acts as the general partner or manager. institutional investors making up a significant Customary fees may, however, be payable in piece of the financing round. An inside round of respect of secondary limited partnership interests financing does not qualify. in funds managed by GP or affiliates of GP which have been or may in the future be acquired from third parties in arm’s length transactions.

33 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

The Group monitors investments by analyzing • Changes to market or other economic regular reports and through direct contact with conditions impacting the value of the fund; the companies’ management. Financial and • NAV reported by the fund has not been market performance is compared with budget appropriately determined by applying the information, data obtained from competitors and valuation principles as per generally accepted subsequent rounds of financing. accounting standards. The Board of Directors reviews and discuss the Further, when information is used based on data valuations at least once a year and may different from the reporting date, capital independently apply adjustments to determine drawdowns and capital distribution activity of the the investments’ fair value. remaining period until the reporting date is added 6.2 FUND INVESTMENTS to and subtracted from the valuation as The valuation of Fund Investments is generally appropriate. Where more recent reporting is not based on the latest available Net Asset Value available, valuations are based on the latest (“NAV”) of the fund reported by the capital accounts provided by portfolio funds, with corresponding fund manager provided that the capital drawdowns and capital distribution activity NAV has been appropriately determined by using being added to and subtracted from the valuation. proper fair value principles as per generally The Group monitors current market activity accepted accounting standards. The Board of related to these funds and the overall market Directors reviews and approves the NAV provided developments to determine implications on the by the fund’s General Partners unless the Board of valuations and apply appropriate adjustments if Directors is aware of reasons that such a valuation necessary. The Board of Directors reviews the may not be the best approximation of fair value. In valuations of these funds and discusses portfolio general, NAV is adjusted by capital calls and company performance with the relevant portfolio distributions falling between the date of the latest fund managers. The portfolio fund managers NAV of the fund and the reporting date of the determine fair values of the underlying Group. Additionally, a mark to market adjustment investments by using the same valuation is applied if funds are invested in listed quoted techniques as noted above for Direct Investments. securities which are traded in active markets. 6.3 INVESTMENTS IN SECURITIES AND OTHER Investment valuations are further generally based FINANCIAL INSTRUMENTS on previous quarter ended (compared to the Investments in securities and in other financial reporting date) capital accounts. Adjustments to instruments traded on recognized exchanges the valuation are considered when either of the (including equities, futures contracts, options and following applies: funds), are mainly valued at the last price, which is • The Group becoming aware of subsequent most representative of fair value on the reporting changes in the fair values of underlying date. Bonds are held in order to collect companies; contractual cash flows and recognized at amortized cost using the effective interest rate • New/amended features of the fund method. agreement that might affect distributions;

34 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

The Group has assessed the expected credit loss quoted prices available in active markets for in financial instruments at amortized cost, in identical investments as of the reporting date. The connection with the IFRS 9 – Financial type of investments listed under Level 1, include Instruments, and concluded that there was no unrestricted securities listed in active markets. significant expected credit losses. The following Level 2 – inputs to the valuation methodology are table summarizes the Group’s financial other than quoted prices in active markets, which instruments position: are either directly or indirectly observable as of the reporting date. Investments which are As of 30 June 2020 included in this category include restricted in TUSD Amortized Cost Total securities listed in active markets, securities Corporate Bonds - - traded in other than active markets, derivatives, Total - - corporate bonds and loans. As of 30 June 2019 Level 3 – inputs to the valuation methodology are in TUSD Amortized Cost Total unobservable and significant to overall fair value Corporate Bonds 14 897 14 897 measurement. The inputs into the determination Total 14 897 14 897 of fair value require significant management judgment or estimation. Investments that are 6.4 OTHER FINANCIAL ASSETS included in this category include investments in privately held entities. Investments in securities and in other financial instruments traded in the over the counter market In certain cases, the inputs used to measure fair and listed securities for which no trade is reported value may fall into different levels of the fair value on the valuation date are valued at the price hierarchy. In such cases, an investment’s level within the bid–ask spread that is most within the fair value hierarchy is based on the representative of fair value in the circumstances. lowest level of input that is significant to the fair value measurement. The Board of Directors assessment of the significance of a particular 6.5 DERIVATIVE FINANCIAL INSTRUMENTS input to the fair value measurement in its entirety Fair values for derivative financial instruments are requires judgment, and considers factors specific obtained from quoted market prices, discounted to the investment. cash flow models, or option pricing models as The following table summarizes the Group’s appropriate investments measured at fair value on a recurring basis by the above fair value hierarchy levels:

NOTE 7 FAIR VALUE ESTIMATION As of 30 June 2020 The Group is required to disclose fair value in TUSD Level 1 Level 2 Level 3 Total measurements by level of the following fair value Financial assets at fair value through measurement hierarchy: profit or loss – – 99 419 99 419 Level 1 – inputs to the valuation methodology are Total – – 99 419 99 419

35 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

As of 31 December 2019 determined by specifying in which region the in TUSD Level 1 Level 2 Level 3 Total investment was made: Financial assets at fair in TUSD 30 June 2020 31 December 2019 value through profit or loss – – 147 393 147 393 Switzerland 6 171 2 258 Total – – 147 393 147 393 USA 21 680 71 861 Bermuda 7 253 - There were no changes in valuation techniques Asia–Pacific 7 825 8 417 during the periods. Latin America 15 381 15 843 Due to the nature of the business, the Group Sub–Saharan Africa 1 950 2 258 assures there are no transfers between level 1, 2 UK 66 147 84 791 and 3 assets. The following table discloses the Total 126 406 185 428 changes to the fair value of level III financial assets: The geographical analysis of total income is determined by specifying from which region the in TUSD 30 June 2020 31 December 2019 investment profits are generated: Level 3 assets fair value at 1 147 393 146 023 in TUSD 30 June 2020 30 June 2019 January Switzerland 28 141 Purchases and capital calls 9.067 26 926 USA (33 962) 166 Bermuda 13 18 Distributions (660) (14 906) Asia–Pacific (438) 2 264 Change in unrealized (56 347) (7 262) Latin America 446 2 576 gain/(loss) of Level 3 assets Sub–Saharan Africa (308) 505 Realized gain/(loss) of Level 3 (33) (3 388) assets UK (22 351) (149) Level 3 assets fair value at 30 Other (85) (6) 99 419 147 393 June Total (56 658) 5 515 NOTE 9 TAXES NOTE 8 SEGMENT REPORTING 30 June 2020 30 June 2019 The sole operating segment of the Group is to Current income tax - – invest in private equity. The investment manager Reconciliation of income tax calculated works as a team for the entire portfolio, asset with the applicable tax rate: allocation is based on a single, integrated – Loss before tax expense (58 498) 3 418 investment strategy and the Group’s performance – Applicablo tax rate 7.8% 7.8% is evaluated on an overall basis. Thus the results published in this report correspond to the sole – Income tax - 267 operating segment of investing in private equity. Effect from: – unrecognized tax loss - 267 The geographical analysis of total assets is Total income tax expenses - –

36 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

During the six-month period ended June 30, 2020, on the 27th May 2020. the Company did not pay non–refundable NOTE 11 SUBSEQUENT EVENTS withholding taxes (30 June 2019: nil). The Company did not recognize income tax assets in The Coronavirus outbreak was declared a the form of losses that can be carried forward pandemic by the World Health Organization on 11 against future taxable income. No deferred tax March 11 2020, and it is currently affecting assets are capitalized due to the inherent countries worldwide. The economic consequences uncertainty of a refund which depends on and uncertainties resulting from the Coronavirus achieving taxable net incomes in Switzerland in itself or from actions taken by governments and the foreseeable future. the private sector to respond to the outbreak may have a significant impact on the fair market value Expiry of unrecognized of the Company’s investments. One sector heavily tax losses 30 June 2020 31 December 2019 affected is the restaurant industry, to which the Within 1 year 33 660 32 937 company has significant exposure. Within 2-4 years 4 943 4 836 32 907 Within 5-7 years 33 630 On 31 July 2020, Spice PE announced that its 70 680 Total 72 233 subsidiary Spice Private Equity (Bermuda) Ltd. (“Spice Bermuda”) became a shareholder of G2D NOTE 10 SHARE BUYBACK PROGRAM Investments, Ltd (“G2D”), a new investment firm The Board of Directors of Spice Private Equity Ltd. focused on companies that have developed decided on 20th March 2017 to initiate a share disruptive technologies. G2D will target primarily buyback program for up to 7.2% (equivalent to minority investments in tech-enabled companies 20% of the company’s free float) of the issued operating in large addressable markets, led by share capital. outstanding management teams, and with clear competitive advantages. Spice Private Equity Ltd. has thus launched a share buyback program on a second trading line The Board of Directors of Spice Bermuda has comprising a maximum of 386’187 registered decided to contribute its stake in The Craftory into shares with a nominal value of CHF 10.00 each. G2D at fair market value, which amounts to The shares were repurchased in the period US$16.3 million as of July 2020 and reflects its between April 2017 and April 2018. This program book value at Spice PE. expired on April 2018. Spice has completed the repurchase of 3’100 common shares on an average price of USD 2.71 per share until the end of the semester. The common shares were repurchased at a maximum of the daily volume–weighted average price. In the second haft year of 2020 the common shares will be cancelled, due to a management decision

37 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD NOTES TO THE UNAUDITED CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

NOTE 12 INVESTMENTS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS

In TUSD Opening Opening Cumulative Capital CAPEX Paid in Returned Sales Cost Fair value Cumulative Change in Realized Realized Dividend Interest Change in Outstanding Investment Vintage balance at balance gain/(loss) Calls capital capital gain/(loss) Unrealized gain loss income income Realized commitment Currency year cost at fair gain/(loss) gain/(loss) s value Asset 01.01.202

Period 1.1.2020 1.1.2020 1.1.2020 1.1.2020 - 1.1.2020 - 1.1.2020 -30.06.202030.06.2020 30.06.2020 1.1.2020 - 1.1.2020 - 1.1.2020 - 1.1.2020 - 1.1.2020 - 1.1.2020 - 30.06.202 30.06.202030.06.2020 30.06.202030.06.202030.06.202030.06.202030.06.202030.06.2020 0

Direct Co-Investments

FoodFirst Global, LP. 69 328 35 926 (33 402) (69 328) (35 926) - USD 2018 9,750 (5,228) 4,522 - - 73,850 4,522 - - - - -

Leon Restaurant Ltd. 39 294 71 958 32 664 49 856 10 561 (22 102) - GBP 2017 - - - - - 39,294 - - - - -

RMNI InvestCo LLC 24 000 9 311 (14 689) 12 360 (11 640) 3 049 - USD 2017 - - - - - 24,000 - - - - -

RMNI InvestCo II LLC 1 634 1 634 3 596 3 596 1 962 - USD 2017 ------

The Craftory 11 754 11 754 - 16 291 0 USD 2018 4,537 - 4,537 - - 16,291 ------43,709 Subtotal Direct Co- 144 376 130 583 (13 793) 14 287 (5 228) 9 059 - 153 435 86 624 (66 811) (53 017) - - - - - Investments - 43,709

Fund investments

Global EM Funds Portfolio

GP Capital Partners IV - - USD 2015 ------

GP Capital Partners V 4 571 5 541 970 2 896 (1 675) (2 644) USD 2015 - - - - - 4,571 - - - - 3,614

Tara India III 154 154 97 97 ( 58) - USD 2015 ------

NYLIM Jacob Ballas III 4 316 7 916 3 600 7 423 3 261 ( 51) USD 2015 - - - 155 - 4,161 (288) - - - (51) 3,353 Subtotal Global EM Funds 8 887 13 611 4 724 - - 155 10 416 (2 990) - ( 51) - - ( 51) Portfolio - - 8,732 1,683 6,967

Sub-Saharan African Funds Portfolio

Africa Oil Corporation 5 043 2 257 (2 786) 1 950 ( 308) - USD 2015 - - - - (3,093) - - - - - Subtotal Sub-Saharan African 5 043 2 257 (2 786) 0 0 0 5 043 1 950 (3 093) ( 308) - Funds Portfolio ------

Latin American Funds Portfolio

DLJ South America Partners 620 595 ( 25) 125 9 USD 2015 8 (505) (497) - - 123 2 32 - - - 32 558 Subtotal Latin American 620 595 ( 25) 8 ( 505) ( 497) - 123 125 2 9 32 -0 - - 32 Funds Portfolio - 558

Asia-Pacific Funds Portfolio

Quvat Capital Partners II 3 033 347 (2 686) 305 USD 2014 - - - - - 3,033 (2,728) (41) - - - - 5 Subtotal Asia-Pacific Funds 3 033 347 (2 686) 0 0 3 033 305 (2 728) Portfolio - - - (41) - - - - - 5

Subtotal Fund Investments 17 583 16 810 ( 774) 8 ( 505) ( 497) 155 16 931 12 795 (4 136) (3 330) ( 18) - 32 (51 ) - - 7,529

Total of all Investments 161 959 147 393 (14 567) 14 296 (5 734) 8 562 155 170 366 99 419 (70 947) (56 347) 32 ( 51) - - ( 18) 51,238 -

38 ANNUAL REPORT 2019 SPICE PRIVATE EQUITY LTD ADDRESSES & CONTACTS

ORGANIZATION REGISTERED OFFICES BOARD OF DIRECTORS Spice Private Equity Ltd Christopher Brotchie, Chairman Industriestrasse 13c Fersen Lamas Lambranho, Vice–Chairman CH–6302 Zug David Justinus Emery, Member Phone +41 41 710 70 60 Alvaro Lopes da Silva Neto, Member Fax +41 41 710 70 64 Christopher Wright, Member info@spice–private–equity.com

INVESTMENT COMMITTEE SPICE PRIVATE EQUITY (BERMUDA) LTD Antonio Bonchristiano Clarendon House Fersen Lamas Lambranho 2 Church Street João Junqueira Hamilton, HM 11 Rubens Freitas Bermuda www.spice–private–equity.com AUDITORS PricewaterhouseCoopers AG INVESTOR RELATIONS Birchstrasse 160 Rodrigo Boscolo CH–8050 Zürich Investor & Media Relations investor.relations@spice–private–equity.com KEY INFORMATION Swiss Security Number: 915.331 ISIN: CH0009153310 Ticker symbol: SPCE : SPCE.BN Bloomberg: SPCE:SW

39 2020 HALF-YEAR REPORT SPICE PRIVATE EQUITY LTD EXCELLENCE IN GLOBAL PRIVATE EQUITY www.spice-private-equity.com