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GP Investments, Ltd. Consolidated Interim Financial Statements as of and for the Nine-month Period Ended September 30, 2021 and Report on Review Deloitte Touche Tohmatsu Auditores Independentes Ltda.

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Page 1: GP Investments, Ltd

GP Investments, Ltd. Consolidated Interim Financial Statements as of and for the Nine-month Period Ended September 30, 2021 and Report on Review Deloitte Touche Tohmatsu Auditores Independentes Ltda.

Page 2: GP Investments, Ltd

 

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2021SP009751_VF2_Parecer - GP IFRS - EN - 3ºITR_.docx

REPORT ON REVIEW OF CONSOLIDATED INTERIM FINANCIAL STATEMENTS 

To the Board of Directors and Shareholders of  GP Investments, Ltd. 

Introduction 

We have reviewed the accompanying consolidated interim financial statements of GP Investments, Ltd., which comprise the balance sheet as of September 30, 2021 and the related statements of income, comprehensive income and cash flows for the three and nine‐month periods then ended, and the  changes in shareholders equity for the nine‐month period then ended, including the explanatory notes. 

Management is responsible for the preparation of the consolidated interim financial statements in accordance with the international standard IAS 34 ‐ “Interim Financial Reporting”, issued by “International Accounting Standards Board ‐ IASB”. Our responsibility is to express a conclusion on these interim financial statements based on our review. 

Scope of review 

We conducted our review in accordance with international standards on review of interim financial information (ISRE 2410 ‐ Review of Interim Financial Information Performed by the Independent Auditor of the Entity). A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 

Conclusion on the consolidated interim financial statements  

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial statements referred to above were not prepared, in all material respects, in accordance with the international standard IAS 34 ‐ “Interim Financial Reporting”, issued by “International Accounting Standards Board ‐ IASB”.  

São Paulo, November 12, 2021 

DELOITTE TOUCHE TOHMATSU  Marcelo de Figueiredo Seixas Auditores Independentes Ltda.  Engagement Partner      

 

Page 3: GP Investments, Ltd

GP Investments, Ltd. Consolidated interim financial statements as of and for the nine-month period ended September 30, 2021 and report on review

Page 4: GP Investments, Ltd

GP Investments, Ltd. Consolidated interim balance sheet as of September 30, 2021 and December 31, 2020 In thousands of US dollars

The accompanying notes are an integral part of these consolidated interim financial statements. 2 of 31

Sept em ber 30, Decem ber 31, Sept em ber 30, Decem ber 31,

A sset s No te 2021 2020 Lia bilit ies a n d sh a reh olders' equ it y No te 2021 2020

Cu r r en t a ssets Cu r r en t lia bilit iesCa sh a n d ca sh equ iv a len ts 5 1 08 ,1 2 8 4 1 ,9 4 5 A ccou n ts pa y a ble 3 ,7 1 5 2 ,4 3 9Fin a n cia l in v estm en ts 6 (a ) 1 00,6 2 4 9 3 ,1 6 4 Ta x es pa y a ble 9 02 8 4 6Ma n a g em en t a n d per for m a n ce fees 4 9 1 3 Pa y r oll a ccr u a ls, bon u ses a n d r ela ted ch a r g es 4 ,9 6 3 3 ,2 2 5Defer r ed costs a n d pr epa id ex pen ses 5 2 7 7 6 9 Loa n s a n d fin a n cin g s 9 2 0,09 8 2 0,2 4 8Receiv a ble on sa le of in v estm en ts 1 1 ,8 2 9 A ccr u ed in ter est on per petu a l n otes 1 ,3 9 4 1 ,3 9 5Oth er a ssets - Cu r r en t 7 ,4 3 9 4 ,5 6 3 Oth er lia bilit ies - Cu r r en t 2 ,5 9 2 1 ,4 3 8

2 2 8 ,5 9 6 1 4 0,4 5 5 3 3 ,6 6 5 2 9 ,5 9 2

Non -cu r r en t lia bilit iesPer petu a l n otes 8 7 4 ,9 9 7 7 2 ,5 2 6Pr ov ision for con tin g en cies 1 0 3 2 ,7 03 3 2 ,8 1 2

Non -cu r r en t a ssets 1 07 ,7 00 1 05 ,3 3 7In v estm en ts Equ ity por tfolio 6 (b) 5 03 ,6 1 5 4 2 7 ,2 4 9 Sh a r eh older s' equ ity

Fin a n cia l in v estm en ts a t fa ir v a lu e th r ou g h Sh a r e ca pita l 1 1 2 4 8 2 7 4 pr ofit a n d loss 6 (c) 6 ,3 3 3 6 ,2 4 2 Sh a r e pr em iu m 5 8 7 ,6 2 0 6 0 3 ,6 8 7

Receiv a bles fr om r ela ted pa r t ies 1 6 8 ,9 0 1 1 5 ,1 9 9 A ccu m u la ted losses (1 9 4 ,07 9 ) (3 00,3 8 7 ) Fu n ds h eld in escr ow 7 2 ,8 3 0 3 ,1 1 3 A ccu m u la ted oth er com pr eh en siv e loss (2 7 ,4 4 9 ) (2 6 ,9 6 8 ) Receiv a bles fr om em ploy ees a n d sh a r eh older s 5 ,6 4 6 6 ,2 1 6 BDRs a cqu ir ed by w h olly -ow n ed su bsidia r y Fu r n itu r e a n d equ ipm en t 5 9 2 5 9 7 Tr ea su r y Sh a r es (4 ,9 2 3 ) (5 ,04 3 ) Oth er a ssets - Non -cu r r en t 5 8 3 6 3 1

A ttr ibu ta ble to sh a r eh older s 3 6 1 ,4 1 7 2 7 1 ,5 6 3Non -con tr ollin g in ter est 2 5 4 ,3 1 3 1 9 3 ,2 1 0

5 2 8 ,5 00 4 5 9 ,2 4 7 6 1 5 ,7 3 0 4 6 4 ,7 7 3

Tota l a ssets 7 5 7 ,09 5 5 9 9 ,7 02 7 5 7 ,09 5 5 9 9 ,7 02

Page 5: GP Investments, Ltd

GP Investments, Ltd. Consolidated interim statement of income for the three and nine-month period ended September 30, 2021 and 2020 In thousands of US dollars, unless otherwise indicated

The accompanying notes are an integral part of these consolidated interim financial statements. 3 of 31

Nine month period Three month period

September

30, September

30, Note 2021 2020 2021 2020

Revenues Unrealized gain (loss) with equity portfolio 6 (b) 103,856 (218,642) 35,740 (65,370) Reversal of unrealized fair value on disposal

of equity portfolio 6 (b) 138,151 (4,880) 139,337

- Realized gain (loss) - private equity, net (87,297) (25,900) (113,047) (126) Management fees 2,829 3,918 999 942

Dividends 835 117 67

-

Performance fees 256

- 256

-

Other - 137 -

-

Total revenues 158,630 (245,250) 63,352 (64,554)

Expenses 13

General and administrative (9,779) (11,092)

(2,868) (4,144)

Contingencies

(512) (603)

(21) (177)

Bonuses and carried on unrealized gain - 5,779 -

-

Bonuses and carried on realized gain

(5,224) (1,315) (4,227) (225)

Total expenses (15,515) (7,231) (7,116) (4,546) Financial income 1,840 3,307 (1,331) 714 Financial expenses (8,174) (19,348) (2,634) (3,903)

Financial income (expenses), net

(6,334) (16,041) (3,965) (3,189) Net income (loss) before taxes 136,781 (268,522) 52,271 (72,289)

Income taxes 14

(418) (229)

(379) (15)

Net income (loss) for the period 136,363 (268,751) 51,892 (72,304) Attributable to Shareholders of GP Investments, Ltd. 106,308 (125,642) 63,293 (36,280)

Non-controlling interest 30,055 (143,109) (11,401) (36,024) 136,363 (268,751) 51,892 (72,304)

Weighted average number of shares - basic 11 103,403,807 109,745,820 88,487,866 109,745,820

Profit (loss) per share attributable to GP Investments, Ltd. - basic in US$ 1.03 (1.14) 0.72 (0.33)

Weighted average number of shares - diluted 11 110,403,807 109,745,820 95,487,866 109,745,820

Profit (loss) per share attributable to GP Investments, Ltd. - diluted in US$

0.96 (1.14) 0.66 (0.33)

Page 6: GP Investments, Ltd

GP Investments, Ltd. Consolidated interim statement of comprehensive income for the three and nine-month period ended September 30, 2021 and 2020 In thousands of US dollars, unless otherwise indicated

The accompanying notes are an integral part of these consolidated interim financial statements. 4 of 31

Nine-month period

Three-month period

ended September 30,

ended September 30,

2021

2020

2021

2020

Net income (loss) for the period

136,363

(268,751)

51,892

(72,304)

Other comprehensive income (loss)

Foreign currency translation adjustment (481)

(4,129)

(999)

(273)

Other comprehensive income (loss)

(481)

(4,129)

(999)

(273)

Comprehensive income (loss)

135,882

(272,880)

50,893

(72,577)

Attributable to

Shareholders of GP Investments, Ltd.

105,827

(129,644)

62,294

(36,553)

Non-controlling interest

30,055

(143,236)

(11,401)

(36,024)

Comprehensive income (loss)

135,882

(272,880)

50,893

(72,577)

Page 7: GP Investments, Ltd

GP Investments, Ltd. Consolidated interim statement of changes in shareholders' equity for the nine-month period ended September 30, 2021 and 2020 In thousands of US dollars, unless otherwise indicated

The accompanying notes are an integral part of these consolidated interim financial statements. 5 of 31

Accumulated BDRs acquired

other by wholly owned

Accumulated comprehensive subsidiary Non-controlling

Share capital Share premium losses income (loss) (treasury shares) interest Total

At December 31, 2019 274 597.639 (208.559) (23.802) (988) 311.873 676.437

Capital contribution by Limited Partners 1.998 1.998

Distribution to Limited Partners (6.561) (6.561)

Non-controlling Spice 1.978 1.978

Repurchase of shares from non controling Bravo/Brio - Spice (8.583) (8.583)

Acquistion of treasury shares (4.055) (4.055)

Changes in non-controlling interest 2.138 2.138

Share based compensation recognized during the period 204 204

Income (loss) for the period (125.642) (143.109) (268.751) Gain on dilution of participation of minorities shareholders 3.166 3.166

Sale of non controlling interest-BRZ (853) (853) Cumulative translation adjustment (4.004) (124) (4.128)

At September 30, 2020274 601.009 (334.201) (27.806) (5.043) 158.757 392.990

At December 31, 2020 274 603.687 (300.387) (26.968) (5.043) 193.210 464.773

Distribution to Limited Partners (3.604) (3.604)

Repurchase of shares from non controling - Spice (3.471) (3.471)

Acquistion of treasury shares (19.574) (19.574)

Cancelation of treasury shares (32) (24.464) 24.497 1

Changes in non-controlling interest - 401 401

Capital contribution by minorities G2D 37.009 37.009

Payment in shares to the Board of Directors 120 120

Share based compensation recognized during the period 85 85

Income (loss) for the period 106.308 30.055 136.363

Gain on dilution of participation of minorities shareholders 3.396 713 4.109

Cumulative translation adjustment (481) (480)

At September 30, 2021 242 582.704 (194.079) (27.449) - 254.313 615.731

Page 8: GP Investments, Ltd

GP Investments, Ltd. Consolidated statement of cash flows In thousands of US dollars, unless otherwise indicated

6 of 31

Nine-month period Three-month period ended September 30, ended September 30, 2021 2020 2021 2020

Net income (loss) for the period 136.363

(268.751)

51.892

(72.304)

Reconciliation of net income(loss) to cash from operating activities

Depreciation (appreciation) in fair value of the investments

(103.856)

249.332

(35.740)

65.370

Reversal of unrealized fair value on disposal of investments

(138.151)

(25.810)

(139.337)

-

Gain (loss) on dilution of participation of minorities shareholders

-

(29)

-

-

Realized loss (gain), net

87.298

25.900

113.047

126

Stock based compensation

85

204

(9)

47 Accrued interests and foreign exchange variation on escrow account

88

1.396

220

90

Accrued interests on perpetual notes

137

(336)

-

-

Accrued interests on loan payable

728

-

153

(210) Accrued interests on financial assets at fair value through profit and loss

(1.072)

3.043

(143)

231

Amortization of deferred costs and prepaid expenses

241

184

(115)

(61)

Bonuses and carried on urealized gain

-

26.806

-

Provision for contingencies

(109)

-

(110)

-

Cash reserves

1.055

82

167

23

Depreciation of furniture and equipment

70

298

23

117

(17.123)

12.319

(9.952)

(6.571) Changes in assets/liabilities Loan receivable from related parties

6.299

5

2.163

-

Management and performance fees

(133)

1.098

1.697

-

Receivables from employees and shareholders

570

2.809

771

128

Accounts payable

1.276

(2.173)

1.284

(878)

Taxes payable

56

(1.037)

113

(43)

Other - long term

43

3.258

67

(3)

Payroll, performance bonuses and related charges

1.738

(37.270)

4.234

243

Other assets (4.000)

12.896

68

4.780

Other liabilities (865)

(135)

43

(848)

Net cash provided (used) in operating activities

(12,139)

(8.230)

(11,341)

(3.192)

Page 9: GP Investments, Ltd

GP Investments, Ltd. Consolidated statement of cash flows In thousands of US dollars, unless otherwise indicated

7 of 31

Nine-month period Three-month period ended September 30, ended September 30, 2021 2020 2021 2020

Cash flows from investing activities Sale of financial investments

15.211

11.506

6.778

5.074

Acquisition of financial investments

(24.060)

(4.212)

(2.373)

(529)

Transfer to SPVs for payment of expenses

124

(132)

(149)

(24)

Financial investments and trading securities, net

334

(933)

694

(704)

Acquisition of investment - Inova FIP

(9.428)

(3.015)

(3.843)

(3.015)

Ownership disposal - Inova FIP

3.238

-

-

-

Proceeds on sale of investment - Inova FIP

3.805

-

3.805

-

Acquisition of investment - Inova FIP II (2.888)

-

250

-

Proceeds on sale of investment - Inova FIP II

4.389

-

4.389

-

Proceeds on sale of investment - BLU FIP

10.186

-

10.186

-

Acquisition of investment - Craftory

(17.267)

-

(10.250)

-

Acquisition of investment - Simpaul

(544)

-

(544)

-

Proceeds from sale - Rimini 4,007

- 2,848

-

Ownership acquisition - Expanding Capital

(8,978)

-

(2.186)

-

Proceeds from sale - Expanding Capital

7,261

-

685

Proceeds from sale of investments - Centauro

16.117

-

-

-

(Acquisition) sale of investments owned through Spice

60,180

(7.021)

10,631

85

Proceeds from release of escrow

196

4.880

-

-

Sale (acquisition) of furniture, properties and equipment

(65)

67

(6)

(111)

Sale (acquisition) of other invested assets

(444)

(2.438)

(24)

-

Sale (acquisition) of financial assets at fair value through profit and loss

1.245

2.432

1.285

25

Net cash provided by (used in) investing activities

62,619

1.134

34,005

801

Page 10: GP Investments, Ltd

GP Investments, Ltd. Consolidated statement of cash flows In thousands of US dollars, unless otherwise indicated

8 of 31

Nine-month period Three-month period ended September 30, ended September 30, 2021 2020 2021 2020

Cash flows from financing activities

Capital contribution by limited partners

-

1.687

-

- Capital contribution by limited partners - real estate

-

208

-

-

Capital subscription of minorities G2D

37.009

-

-

-

Distribution to limited partners

(3.532)

(4.793)

-

(2.624)

Distribution to limited partners - real estate

(73)

(1.530)

-

- Distribution to limited partners - non controlling

-

(132)

-

-

Divestment of perpetual notes

2.334

(242)

-

-

Capital subscription

-

-

-

-

Acquisition of treasury shares

(19.574)

(4.055)

(19.574)

(469)

Proceeds from loans and financings

11.856

20.000

-

20.000

Repayments of loans and financings

(12.734)

-

(605)

-

Non-controlling interest FoodFirst - Spice

-

(456)

-

- Loss on dilution of participation of minorities shareholders

-

-

-

-

Payment to the Board of directors with treasury shares

120

-

-

-

Repurchase of shares from non-controlling interests - Spice

(3.471)

(2.955)

(3.471)

-

Repurchase of shares from non-controlling interests - BRZ

-

(853)

-

-

Net cash provided by financing activities

11.935

6.879

(23.650)

16.907 Effects of exchange rate changes on cash and equivalents foreign subsidiaries

3.768

(1.991)

854

1.317

Net increase (decrease) in cash and cash equivalents

66.182

(2.208)

(132)

15.833

Cash and cash equivalents at beginning of the period

41.945

66.488

108.260

48.447

Cash and cash equivalents at end of the period

108.128

64.280

108.128

64.280

Supplemental information

Interest paid

3.751

3.750

1.875

1.875

Income taxes and social contributions paid

32

627

16

18

Page 11: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

9 of 31

1 Business GP Investments, Ltd. ("Company" or "GP") is an Investment Company domiciled in the Islands of Bermuda ("Bermuda") and its operations comprise private equity and real estate businesses, including the management of Limited Partnerships, which are conducted through its subsidiaries GP North America, GP UK Corporate, GP Cash Management, GPAM , GPIC,G2D Investments (G2D) and Spice Private Equity Bermuda (Spice Bermuda). The Company's shares are listed on the Luxembourg Stock Exchange and trade on the Euro MTF market and are also listed and traded in the form of Brazilian Depositary Receipts (BDR) on the Brazilian Stock Exchange (“B3”).

2 Summary of significant accounting policies

(a) Basis of presentation The consolidated interim financial statements have been prepared in accordance with the international standard IAS 34 - “Interim Financial Reporting”, issued by “International Accounting Standards Board - IASB”. The consolidated interim financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 considering that its purpose is to provide an update on the activities, events and significant circumstances in relation to those presented in the annual financial statements. The preparation of interim financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures in the interim financial statements. Actual results could differ from those estimates. Such estimates include, but are not limited to, to the valuation of the investments made by GP and its subsidiaries. Management states that it has applied the technical guidance OCPC 7, approved by CVM Resolution No. 727/14, meeting the minimum requirements and, at the same time, disclosing only relevant information that help readers to make decisions. Therefore, all relevant information used in managing the business is disclosed in this document. The Company’s Board of Directors have approved the informations disclosed on this financial statement on November 11, 2021.

3 Risk and risk management The main risks related to financial instruments are: credit risk, market risk, liquidity risk and currency risk. The management of these risks is a process that involves different levels of the Company and encompasses several policies and strategies. In addition to the Company's investment in shares and its participation in GPCP IV, GPCP V, GPCP VI and GP’s subsidiaries on September 30, 2021, there was no significant concentration of credit, market, liquidity and currency risk with respect to banks and financial investment funds. There were no significant changes in risks and risk management policies during the period ended September 30, 2021. For more detailed information, refer to Note 3 of the financial statements for the year ended December 31, 2020.

3.1 Sensitivity analysis Exposure to currency risk arises from assets denominated in currencies other than GP's functional currency (US dollar). The main exposure refers to GP's investment portfolio, which has assets mainly in US Dollar, Brazilian Real and Swiss Francs.

Page 12: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

10 of 31

3.2 Capital management

GP's capital management policy considers the fulfillment of current and future commitments related to the Company's activities, the maintenance of capital levels consistent with the debt profile and compliance with the share buyback plan of its own issue, in the form approved by the Board of directors. In line with these objectives, cash resources and short-term cash equivalents are used in order to obtain the best possible rate of return, investing predominantly in conservative investments, without jeopardizing the liquidity necessary to meet current commitments that are inherent to GP's activities.

September 30 December 31 2021 2020

Short term liabilities Accrued interests 1.394 1.395 Loans and financings 20.098 20.248 Long term liabilities Perpetual notes 74.997 72.526 Total Company's debt 96.489 94.169 (-) GP individual cash and cash equivalents 468 303 Total debt, net 96.021 93.866 Shareholders' capital 582.946 603.961

Total capital 678.967 697.828 Percentual 14,14 13,45

The financial leverage ratio (net debt divided by total capital) ranged from 13.45% on December 31, 2020 to negative 14.14% on September 30, 2021. In May 2008, the Company's Board of Directors approved the Guidelines and General Guidelines and Policies defining that GP shall always seek to maintain its maximum level of financial leverage at 50%. The variation between the periods presented is considered healthy and normal by management since the financial leverage ratio is in compliance with the policy defined by the Board of Directors. GP's capital and liquidity levels are managed independently from those of companies invested in by the private equity funds managed by GP, and take into account primarily market risks as well as outstanding commitments As of September 30, 2021, the Company has outstanding commitments for future investments of approximately US$ 22 million (December 31, 2020 – US$ 43 million). Of which the Company has to invest US$ 9,9 million on Expanding Capital until June 2026, and US$ 11,6 million on The Craftory, with no due date. Capital is not managed at the consolidated level, which includes borrowing and lending operations to portfolio companies. In addition, GP is not a guarantor of any debt or loan from companies invested in by the private equity funds.

Page 13: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

11 of 31

3.3 Fair value measurement GP applies IFRS 7 – Financial Instruments - to financial instruments measured in the balance sheet at fair value, which requires disclosure of fair value measurements at the level of the fair value measurement hierarchy. The table below shows the assets measured at fair value as of September 30, 2021, classified according to the fair value measurement levels:

The table below shows the assets measured at fair value as of December 31, 2020, classified according to the fair value measurement levels:

September 30, 2021

Total Level I Level II Level III

Inv estments in equity portfolio at fair v alue through profit and loss 490,834 1 81 ,366 309,468Real estate inv estments 9,437 9,437Other inv estments 3,344 3,344

Total equity portfolio 503,61 5 1 81 ,366 322,249

Inv estments in funds - financial assets atfair v alue through profit and loss 6,333 6,333Financial inv estments at fair v alue through profit and loss 1 00,624 1 00,624

Total assets at fair value 61 0,57 2 281 ,990 328,582

December 31, 2020

Total Level I Level II Level III

Inv estments in equity portfolio at fair v alue through profit and loss

41 2,47 7 225,341 1 87 ,1 36

Real estate inv estments 1 1 ,408 1 1 ,408Other inv estments 3,364 3,364

Total equity portfolio 427 ,249 225,341 201 ,908

Inv estments in funds - financial assets atfair v alue through profit and loss 6,242 6,242Financial inv estments at fair v alue through profit and loss 93,1 64 93,1 64

Total assets at fair value 526,656 31 8,505 208,1 50

Page 14: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

12 of 31

The equity portfolio consists of investments made by GPCP IV, GPCP V, GPRE and by the subsidiaries GPIC, G2D and Spice. Investments are recorded at fair value, with realized and unrealized results arising from changes in fair value, included in the line "Fair value realized (unrealized) gains (losses)" in the statement of income for the period.

The fair value of financial instruments traded in active markets (such as financial assets measured at fair value through profit or loss) is based on market prices quoted on the balance sheet date. These instruments are included in Level I.

The fair value of financial instruments that are not traded in active markets is determined using established valuation techniques. These valuation techniques maximize the use of data adopted by the market where it is available and are based as little as possible on the Company's specific estimates. If all relevant information required for the fair value of an instrument is adopted by the market, the instrument will be included in Level II. Level 3 – the inputs to the valuation methodology are unobservable and significant for the general measurement of fair value. Inputs in determining fair value require significant management judgment or estimate. Investments included in this category include investments in private entities.

4 Financial instruments per category

T otal

Septem ber 30, 2021Assets, according to the Balance Sheet

Cash and cash equiv alents 108,128 108,128 Receiv able on sale of inv estments 11 ,829 11 ,829 Receivables from related parties 14,547 14,547 Management fees 49 49 Other receiv ables 8,550 8,550 Investments in funds - financial assets atfair value through profit and loss 6,333 6,333 Financial assets through profit and loss 100,624 100,624 Equity portfolio 503,615 503,615

143,102 610,57 1 7 53,67 4

Assets at am ortised cost

Assets m easured through profit

and loss

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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Liabilities m easured at am ortised cost

Septem ber 30, 2021Liabilities, according to the Balance Sheet

Perpetual note 7 4,997 Accrued interest on perpetual notes 1 ,394Loans and financings 20,098 Accounts pay able 3,7 15

100,204

T otalDecem ber 31, 2020Assets, according to the Balance Sheet

Cash and cash equivalents 41,945 41 ,945 Receivables from related parties 21,415 21 ,415 Management fees 13 13 Other receivables 5,963 5,963 Investments in funds - financial assets atfair value through profit and loss 6,242 6,242 Financial assets through profit and loss 93,164 93,164 Equity portfolio 427 ,249 427 ,249

69,336 526,656 595,991

Assets at am ortised cost

Assets m easured through profit

Liabilities m easured at am ortised cost

December 31, 2020

Liabilities, according to the Balance SheetPerpetual note 7 2,526 Accrued interest on perpetual notes 1 ,395Loans and financings 20,248Accountsd pay able 2,439

96,609

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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5 Cash and cash equivalents

September 30, December 31, Denomination 2021 2020

US dollars (USD) 105,760 40,791 Brazilian reais (BRL) 2,293 983 Swiss francs (CHF) 75 171

108,128 41,945

Cash includes cash on hand and cash equivalents. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, with original maturities of three months or less, and that are subject to an insignificant risk of change of value.

6 Financial investments

September 30, December 31, At fair value through profit and loss Currency 2021 2020

Corporate bonds US$ 13,545 Investment in funds R$ 866 772 Investment in funds US$ 72,668 37,652 Cash reserves US$ 13,544 54,740

100,624 93,164

Cash reserves relates to the amount retained at the GPCP IV Fund level for potential liabilities that may arise during the liquidation process of the GPCP IV fund. The Company understands that all corporate bonds held until September 30, 2021 are classified as level I assets. All instruments were issued by public companies and all of them are due by May 2022. The financial investments due during the third quarter of 2021 generated proceeds of US$ 6.8 million.

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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(b) Equity portfolio

At September 30, 2021, the Company’s equity portfolio consists primarily of investments made by the funds GPCP IV, GPCP V, GPCP VI, GPRE and by the subsidiaries GPIC, Spice and G2D.

December 31, 2020 for the year ended September 30,

Generaldirect and partner's direct and partner's

indirect - % Cost valuation indirect - % Cost valuation 2021 2020

Inv estments of the priv ate equityfunds at fair v alue

Lev el ICentauro 1 3.2 1 27 ,07 1 1 64,030 1 4.7 1 41 ,1 49 202,7 99 (24,691 ) (1 49,885) BR Properties 2.2 26,644 1 3 ,1 99 2 .2 26,644 1 7 ,226 (4,027 ) (1 8,056)

1 53,7 1 5 1 7 7 ,229 1 67 ,7 93 220,025 (28,7 1 8) (1 67 ,941 )

Lev el IIILácteos Brasil (LBR) 38.9 261 ,048 - 38.9 260,91 0 - (1 3 8) (1 7 ) San Antonio 58.1 354,401 - 58.1 354,401 - - - Allis - - - 7 5.1 56,529 - 56,529 (33) EBAM - - - 7 6.9 83 ,001 - 83 ,001 (43) Beleza Natural - - - 32.6 - - - 30,652

61 5,449 - 7 54,841 - 1 39,392 30,559

GeneralTotal Total

Net change in unrealized gain (loss) with equity portfolio

September 30, 2021

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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December 31, 2020 or the period ended September 30,

Generaldirect and partner's direct and partner's

indirect - % Cost valuation indirect - % Cost valuation 2021 2020

Inv estment held directly by the CompanyRimini Street 1 .9 4 ,323 4 ,1 37 1 .9 1 2 ,041 5,31 6 6 ,539 (81 8) GP Inv estments Acquisition Corp. 1 .1 55 3 ,308 1 .1 7 0 1 ,41 9 1 ,904 (466)

GPCM II, LLC - Lev el IIIInov a FIP II 3 .6 3 ,1 38 53 ,063 32.6 - - 49,925 -

G2D Inv estments, Ltd – Lev el III The Craftory , LTD 1 6.4 50,038 81 ,7 1 4 1 6.4 32,7 7 1 40,527 23 ,920 - BLU Pagamentos S.A. 1 6.1 1 2 ,067 28,968 24.3 1 2 ,067 31 ,385 (2 ,41 7 ) 1 6,859 Expanding Capital (*) * 1 7 ,856 1 7 ,7 40 * 9,7 61 1 1 ,036 (1 ,391 ) - Sim;paul 6.4 2 ,534 2 ,363 5.0 1 ,989 1 ,949 (1 31 ) (7 9) Quero Eduação 3 .2 5,000 5,1 07 3 .2 5,000 5,1 07 - - Inov a FIP ** 9,266 52,081 3 .4 3 ,07 2 3 ,064 42,823 (242)

Spice – Lev el III 63 .5 1 36,7 05 65,1 25 63 .5 1 91 ,61 5 94,564 Direct Co-Inv estments 1 36,825 53,255 1 7 9,7 7 4 83 ,1 20 1 3 ,084 (7 6,569) Global EM Funds Portfolio 8,7 29 1 1 ,7 06 8,7 32 9 ,305 2 ,404 (5,635) Latin American Portfolio 80 65 7 6 64 (3) (29) Asia-Pacific Funds Portfolio 3 ,033 98 3 ,033 1 60 (62) (1 87 )

Escrow account (4,880)

Other inv estments 5,901 3 ,344 2 ,633 3 ,364 (3 ,288) (8,1 05)

1 ,028,009 494,1 7 8 1 ,1 93,653 41 5,841 243,981 (21 2,653)

Real estate inv estments 57 ,599 9 ,437 57 ,596 1 1 ,408 (1 ,97 4) (5,989)

Total 1 ,085,608 503,61 5 1 ,257 ,31 1 427 ,249 242,007 (21 8,642)

(*) In September 30, 2021 – Represented by approximately 25,6% of Bbridge Capital I LP and 50% of Expanding Capital II-A LP; (**) Inov a FIP inv ests on CERC and 2TM. The participations are represented by approximately 4.6% and 2.9%, respectiv ely ;

Total GeneralTotal

September 30, 2021

Net change in unrealized gain (loss) with equity portfolio

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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Below are stated the valuation techniques used to determine the fair value of the level III investments:

- Lácteos Brasil (“LBR”): LBR is classified as a Level III investment and, given the risks associated with the investment, the Company is maintaining LBR’s fair value marked at zero.

- San Antonio: San Antonio is classified as a Level III investment and, due to current circumstances and risk associated with the investment, San Antonio’s valuation was marked down to zero.

- Inova FIP II: Inova FIP II investets in 2TM, which is the controller of Mercado Bitcoin. Mercado Bitcoin is a digital assets platform, where users can buy and

sell cryptocurrencies and other digital assets, such as tokens that represent real assets. The valuation technique used to calculate its fair value was a recent transation.

- The Craftory: The Craftory is a consumer-oriented investment company, based in London and San Francisco. It is exclusively focused on expanding the world's boldest consumer brands and providing permanent, early-stage and growth capital to brands operating in the consumer-packaged goods sector. The valuation technique used for this investment was recent transactions as well as the NAV as provided by The Craftory.

- Blu Pagamentos S.A.: Blu is a Brazilian fintech based in Rio de Janeiro, aimed at reducing transaction costs between retailers and suppliers. The valuation technique used for this investment was based on a recent transaction.

- Expanding Capital: Expanding Capital is a venture capital firm headquartered in San Francisco, California. Since 2016, Expanding Capital has made minority investments in companies backed by leading venture capital funds around the world. The valuation technique used for this investment was recent transactions as well as the NAV as provided by Expanding Capital.

- Sim;paul: Sim;paul is a digital native Brazilian brokerage platform. The valuation technique used for this investment was a recent transaction.

- Quero Educação: Quero Educação is a Brazilian education platform that allows students to learn about, connect to and enroll in higher education institutions. A study was conducted on the fair value of the investment, using cash flow techniques and multiple analysis. The Company concluded that both valuation techniques are in line with the value of the last recent transaction, held in July 2020, the date of the conversion of debentures into Quero shares.

- Inova FIP: Inova FIP is an equity investment fund, which invests in CERC and in 2TM (the parent company of Mercado Bitcoin). CERC is a fintech developing the technological infrastructure for credit markets in Brazil. The valuation technique used for this investment was based on recent transaction. 2TM, which is the controller of Mercado Bitcoin. Mercado Bitcoin is a digital assets platform, where users can buy and sell cryptocurrencies and other digital assets, such as tokens that represent real assets. The valuation technique used to calculate its fair value was a recent transation.

- Spice owns a diverse portfolio, of which the level III investments are valued using the most recent NAV as provided by its portfolio investments.

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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The changes in the investment account were as follows:

September 30, December 31, 2021 2020

At the beginning of the year 427,249 565,609 Appreciation (depreciation) in fair value of investments 103,856 (169,487) Reversal of unrealized fair value on disposal of investments 138,151 25,810 Beleza Natural - divestment cost (30,652) EBAM - divestment cost (83,001) Allis - divestment cost (56,529) Acquisition of investment - Inova FIP II 3,138 Acquisition of investment - Inova FIP 9,427 Ownership disposal - Inova FIP (3,237) Acquisition of investment - Sim;paul 544 Partial divestment - Rimini Street Inc. (7,798) Partial divestment - Centauro (14,078) Partial divestment - Inova FIP 16,480 Partial divestment - Spice portfolio (42,948) 3,017 Capital call - The Craftory 17,267 Ownership acquisition - Expanding Capital 8,978 Ownership disposal - Expanding Capital (881) Change of investments - other investments 3,268 (22,406) Transfer to SPVs for payment of expenses 209 139 Exchange of shares - BLU Pagamentos S.A. 12,067 Exchange of shares - Expanding Capital 9,761 Exchange of shares - Sim;paul 1,989 Exchange of shares - Quero Educação 5,000 Exchange of shares - Inova FIP 3,072 Exchange of shares - The Craftory 4,537 Real Estate capital reduction (2,567) Escrow account 4,880 At the end of the period 503,615 427,249

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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At the end of the third quarter of 2021, the Company sold its stakes in Allis and EBAM. In the first semester of 2021, the Company, through Inova FIP II, invested approximately US$ 3.1 in 2TM. In the first quarter of 2021, the Company, through G2D, invested approximately US$ 2.4 million in 2TM, through Inova FIP. Additionaly, the Company, via G2D, invested approximately US$ 3.8 million in CERC, also, through Inova FIP. In the third quarter of 2021, the Company, via G2D, invested approximately US$ 0.5 million more in Sim;paul. During the nine-month period ended September 30, 2021, GP partially divested US$ 7.8 million in cost from Rimini Street. The Company sold part of its shares at the average share price of US$ 9, generating proceeds of US$ 9 million, of which US$ 4 million was received during the nine-month period of 2021, and US$ 5 million is yet to be received. On March 31, 2021, GPCP V sold approximately 5.4 million Centauro shares in the market with a cost reduction of US$ 14.1 million, at an average price of R$ 27.0, and generated proceeds of US$ 16 million. During the first semester of 2021, Spice Bermuda sold its stake in Leon, generating proceeds of approximately US$ 49 million. In the third quarter of 2021, Spice Bermuda partially divested from Rimini Street, generating proceeds of US$ 18 million, of which US$ 11.1 was received during the third quarter of 2021 and US$ 6.7 is yet to be received. During the nine-month period ended September 30, 2021, the Company, through G2D, invested approximately US$ 17 million in The Craftory. On the second quarter of 2021, the Company received proceeds of US$ 6.5 million regarding the sale of one of Expanding Capital’s investment and the same amount was reinvested in the fund. On the third quarter of 2021, the Company invested US$ 1.7 million in Expanding Capital.

Page 22: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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(c) Financial investments at fair value through profit and loss

2021 2020

Fair value as of Unrealized gain Fair value as of Unrealized gain

Investments in funds Currency Domicile September 30, Cost (loss) December, 31 Cost (loss)

FMV CustoLevel III

Logística Brasil R$ Brazil 605 68 (452) 1,194 206 (2,228) Empreendedor Brasil R$ Brazil 881 233 98 797 247 (72) Brasil Agronegócio FIP R$ Brazil 1,548 1,540 584 1,049 1,626 (158) Brasil Sustentabilidade FIP R$ Brazil 276 184 86 614 608 18 Brasil Portos e Ativos Logísticos FIP

R$ Brazil 795 1,017 340

523 1,085 11

Terras Brasil R$ Brazil 50 184 15 44 192 (18) GP FIDC FCVS R$ Brazil 105 101 (230) 85 (149) 234 GP FIDC FCVS 2 R$ Brazil 2,075 1,561 (1,333) 1,937 90 1,847

Total 6,333 4,889 (893) 6,242 3,905 (367)

Page 23: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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7 Escrow account

September 30, December 31, 2021 2020

Sascar sale 2,830 3,113

2,830 3,113

The escrow amount is adjusted monthly and in Septemebr 30, 2021 was equivalent to US$ 2,830 (December 31, 2020 – US$ 3,113).

8 Perpetual notes

Annual interest September 30, December 31, Currency rate - % 2021 2020

Perpetual notes US dollars 10 74,997 72,526 74,997 72,526

During the nine month-period ended on September 30, 2021, GP Cash divested from part of its perpetual notes in the amount of US$ 2.5 million (December 31, 2020 – US$ 2.5 million). In addition, during the nine-month period of 2021, there was approximately US$ 5.7 million on interest rates recognized on the Company’s result (September 30, 2020 – US$ 5 million).

9 Loans and financings

September 30, December 31, Currency 2021 2020

Loans and financings US dollars 20,098 20,248 20,098 20,248

On July 31, 2020, G2D, one of the Company’s subsidiaries, obtained a loan with BTG in the amount of US$ 20 million with maturity in July 2021 and interest rate of 2.5% per year. As of December 31, 2020, interest rates amounted to US$ 0.2. On January, 2021, G2D obtained an additional loan on the amount of U$ 12 million, following the same payment date and remuneration of the first one. The cost related to the issuance of this loan amounts to US$ 144 and has been recognized in the G2D’s results. The Company has already paid a portion of US$12 million of the total loan and interests of US$ 0.7 .

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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On September 30, 2021, there was approximately US$ 0.6 million on interest rates accrued on the Company’s result.

10 Provision for contingencies As of September 30, 2021, the provision for contingencies amounted to US$ 32,703 (December 31, 2020 – US$ 32,812), mainly related to civil and labor litigations. Management believes that additional disclosure related to these provisions might negatively impact the settlement of such cases. Based on current facts and taking into consideration the opinion of the Company's legal advisors, management believes that the existing provisions are sufficient to cover any losses related current process.

(i) Possible losses, not provided in the balance sheet As of September 30, 2021 and December 31, 2020 the Company had civil and labor litigations involving risks of losses classified by management as possible, amounting to US$ 11,867 and US$ 19, respectively, which is based on the evaluation of the legal advisors, for which no provision for estimated losses was recognized. There were no significant changes in the balances for contingencies not provided in the balance sheet during the nine-month period ended September 30, 2021. For more detailed information please refers to Note 12 of the financial statements for the year ended December 31, 2020.

11 Shareholders’ equity

(a) Capital The changes in the number of shares are summarized as follows:

September 30, December 31, 2021 2020

Class A - at the beginning and end of the period 54,063,578 75,321,532

Class B - at the beginning and end of the period 34,424,288 34,424,288

Total - at the end of the period 88,487,866 109,745,820

According to the Company’s bye law, shareholders of Class A and Class B shares have the same economic rights, whereas the Class A shareholders are not entitled to attend and vote at any General Meeting.

(b) Earnings per share Earnings per share for the period ended September 30, 2021 and September 30, 2020 are based upon the weighted average number of shares (in thousands, except shares amounts), as follows:

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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September 30, September 30,

2021 2020

Net income (loss) for the period attributable to GP Investments 106,308

(125,642)

Weighted average common shares outstanding - basic 103,403,807 109,745,820

Effect of dilutive securities

Potential shares attributable to stock options 7,000,000

Weighted average common shares outstanding - diluted 110,403,807 109,745,820

Profit (loss) per share in US$ – basic 1.03

(1.14)

Profit (loss) per share in US$ – diluted 0.96

(1.14)

There was an effect of dilutive securities due to the fair market value of GP’s shares of US$ 1.13 being higher

than the strike price of the options granted in August 2021, as per Note 12. (c) Treasury shares

During the nine-month period ended September 30, 2021, the Company has bought 16,135,083 shares, resulting on a total amount of US$ 19,574 million on buybacks (December 31, 2020 – 4,474,800 shares, US$ 4,055 million). On June 16, 2020, the Company’s Board of Directors has approved the acquisition of up to 20 million of the Company’s Class A shares, including shares in the form of BDRs. On August 13, 2021, the Board of Directors has approved the extension, for a period of 365 days, of the share repurchase plan previously approved in June 2020. The remaining amount for repurchase was 15,525,200 Class A shares of the Company in 2021, which were repurchased during the third quarter of 2021 thus ending the buyback plan. On September 21, 2021, the Board of Directors approved the cancellation of a total of 21,257,954 Class A shares of the Company held as treasury shares of which 5,122,871 shares was being held as treasury shares as December 31, 2020. At the same date, the Board of Directors also approved the acquisition by the Company of up to 20 million Class A shares, including shares in the form of BDR’s, over a period of 365 days, ending on September 21, 2022. The Company has repurchased and cancelled 609,883 Class A shares of this plan.

(d) Non controlling interest During the nine-month period ended September 30, 2021, the non-controlling interest amounted to US$ 61.1

million (December 31, 2020 – US$ 18.7 million) and the main changes are stated below.

(i) Capital contribution from Limited Partners Capital contribution from Limited Partners refers to the committed amount from Limited Partners in accordance with the terms of the private equity and real estate investment funds agreement for investment purposes. During the nine-month period ended September 30, 2021, the capital contribution from Limited Partners amounted to US$0 (September 30, 2020 – US$ 1,998).

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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(ii) Distribution to Limited Partners

Distribution to Limited Partners refers to the portion of divestments in equity portfolio due to the Limited Partners from private equity and real estate funds. During the nine-month period ended September 30, 2021, the distribution of cash proceeds amounted to US$ 3,604 (September 30, 2020 – US$ 6,561).

(iii) Purchase of shares from Spice PE During the third quarter of 2021, the Company, through one of its subsidiaries, purchased 116,467 Spice PE shares in the market, increasing it stake from 63,5% to 65.7%, and an impact on the shareholders’ equity of US$ 3,471.

(iv) Capital contributions by minorities G2D

After G2D’s IPO in May 2021, the Company has a minority impact represented by the free float’s stake in G2D’s results, which amounted to US$ 37 million.

12 Stock options

As of September 30, 2021, the existing Stock Option Programs are:

(i) 2011 Program On April 25, 2011, the Board of Directors approved and adopted, with the concurrence of the Nomination and Compensation Committee, a subordinated Stock Purchase Option Program ("2011 Program") to the 2006 Stock Purchase Option Program and the form of agreements to be entered into between the Company and each beneficiary. The options granted had a five years vesting period of 20% per year and will expire after ten years of the grant date. As of September 30, 2021, 347,040 options were granted, but not exercised by the holders. The information related to the number of options outstanding to employees is as follows: Number of options Exercise outstanding to price - Option fair employees US$ market value -

US$ At December 31, 2020 347,040 Options granted in August 2015 147,040 1.83 0.84 Options granted in September 2014 200,000 2.18 0.84

Number of options Exercise outstanding to price - Option fair employees US$ market value -

US$ At December 31, 2020 347,040 At September 30, 2021 347,040 Options granted in August 2015 147,040 1.83 1.13 Options granted in September 2014 200,000 2.18 1.13

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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Pursuant to the Black-Scholes options pricing method, the fair value of the options granted under the 2011 Program was measured at the grant date. For calculation purposes, the following assumptions were used:

Percentage

Expected Exercise Dividends average annual Risk free Fair market

Price – US$

yield volatility (i) rate (ii) value - US$

September 2014 2.18 5.0 38.43 2.59 0.47

August 2015 1.83 5.0 38.96 2.23 0.43

(i) The expected stock price volatility assumption was determined using the volatility of the Company's Class A shares.

(ii) The interest rate is based on the US Treasury Bills rate for a period similar to the expected term of the options.

For the nine-month period ended September 30, 2021, no expenses were recorded in respect to the 2011 Program (September 30, 2020 - nil).

(ii) 2016 Program In 2016, the Board of Directors approved and adopted, with the concurrence of the Nomination and Compensation Committee, the Stock Purchase Option Program ("2016 Program") and the form of agreements to be entered into between the Company and each beneficiary. An aggregate of 13,000,000 options of the Company's Class A shares may be granted under the Program. On May 16, 2016, 12,200,000 options were granted and would expire after ten years, with a vesting period of five years. During the nine-month period ended September 30, 2021, 2,650,000 options were cancelled. On August 26th, 2021, certain Beneficiaries also waived their rights to exercise their options granted under the 2016 program, totaling 4,000,000 options. On August 25th, 2021, the Nomination and Compensation Committee approved and adopted new grants of options to be awarded under the 2016 Program, up to an amount of 7,000,000 Class A Shares. These options were awarded and granted to the beneficiaries at the exercise price of US$ 1.10. At September 30, 2021, 8,250,000 options were granted, but not exercised by the holders (December 31, 2020 – 7,900,000). The information related to the number of options outstanding to employees is as follows: Number of options Exercise outstanding to price - Option fair employees US$ market value -

US$ At December 31, 2020 7,900,000 Options granted in May 2016 6,900,000 1.9767 0.84 Options granted in August 2018 1,000,000 1.68 0.84

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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Number of options Exercise outstanding to price - Option fair employees US$ market value -

US$ At December 31, 2020 7,900,000 Options forfeited (6,650,000) Options granted 7,000,000 At September 30, 2021 8,250,000 Options granted in May 2016 250,000 1.9767 1.13 Options granted in August 2018 1,000,000 1.68 1.13 Options granted in August 2021 7,000,000 1.10 1.13

Pursuant to the Black-Scholes options pricing method, the fair value of the options granted under the 2016 Program was measured at the grant date. For calculation purposes, the following assumptions were used:

Percentage

Expected Exercise Dividends

average annual Risk free Fair market

Price – US$

yield volatility (i) rate (ii) value - US$

May 2016 1.9767 5.0 40.31 1.85 0.44

August 2018 1.68 5.0 37.83 3.00 0.51

August 2021 1.10 58.91 1.28 0.59

(i) The expected stock price volatility assumption was determined using the volatility of the Company's Class A shares.

(ii) The interest rate is based on the US Treasury Bills rate for a period similar to the expected term of the options.

There was no intrinsic value of the options granted in May 2016 and August 2018 of the 2016 program as of September 30, 2021 due to the fair market value of US$ 1.13 be lower than the strike price of the options. There was an intrinsic value of the options granted in August 2021, amounted to US$ 214, due to the fair market value of US$ 1.13 be higher than the strike price. For the nine-month period ended September 30, 2021, an expense of US$ 85 was recorded in respect to the 2016 Program (September 30, 2020 - US$ 204), and is presented in "General and administrative expenses”.

(iii) 2021 Program On August 25, 2021, the Board of Directors approved and adopted, with the concurrence of the Nomination and Compensation Committee, a new stock option plan for the award of 5,000,000 Class A Shares. The options were also awarded and granted to the beneficiaries at the exercise price of US$ 1.10. The vesting period is three years starting on August 2024.

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GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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13 Expenses

Nine-month period Three-month period ended September 30, ended September 30, 2021 2020 2021 2020

Salaries (4,289)

(4,765)

(1,361)

(1,424)

Contingencies (512)

(603)

(21)

(177)

Tax expense (971)

(1,206)

(237)

(474)

Bonuses and carried on realized gain

(5,224)

(1,315)

(4,227)

(225)

Bonuses and carried on unrealized gain

-

5,779

-

(225)

Projects (784)

(652)

(43)

(494)

Stock options (85)

(204)

(9)

(47)

Audit and consulting (1,379)

(1,687)

(452)

(685)

Rental expenses (716)

(761)

(242)

(247)

Travel expenses (107)

(182)

(35)

(38)

Restricted stock (306)

-

-

-

Insurance (450)

(537)

(138)

(264)

Office (81)

(106) (23)

(34)

Other (611)

(993)

(329)

(211)

Total expenses (15,515)

(7,231)

(7,116)

(4,546)

14 Income taxes

Income tax and social contribution amounts for the nine-month period ended September 30, 2021 and 2020, presented in the statement of income are reconciled to their nominal rates as follow:

September 30, September 30, 2021 2020

Net income (loss) for the period before income taxes 136,781 (268,522) Net income (loss) generated by subsidiaries domiciled in the Bahamas, Bermuda and Cayman Islands (non-taxable income/nondeductible expenses) (134,805) (268,751) Taxable income attributable to the Brazilian subsidiaries of GP Investments, Ltd. before income taxes 1,976 668 Income tax and social contribution benefit expense at nominal rates in Brazil - 34% (672) (234) Adjustments to obtain the effective rates Net effect of the presumed profit tax regime in Brazil 254 5 Income tax and social contribution expense (418) (229)

Page 30: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

28 of 31

15 Commitments As of September 30, 2021, the Company had an amount of US$ 195,917, US$ 4,453, US$ 4,975 and US$ 4,063 in outstanding commitments to GPCP V, GP Real Estate A, LP, GP Real Estate B, LP and GP Real Estate C, LP respectively (December 31, 2020 – US$ 209,313, US$ 4,453, US$ 4,975 and US$ 4,063, respectively). Unfunded committed capital from the limited partners is not shown on the balance sheet, as GP has no unconditional right to receive cash as long as it has not identified an investment to invest in.

16 Receivables from related parties As of September 30, 2021, the Company held receivables from related parties totaling US$ 8,901 (December 31, 2020 - US$ 15,199).These receivables are related to GP Investments Acquisition Corp. (“GPIAC”) and to LBR (Lácteos Brasil S.A.). The total amount is broken down as follows:

September 30, December 31, Receivables 2021 2020 Receivables from LBR 2,840 2,839

Receivables from GPIAC 6,061 12,360

8,901 15,199

(i) The receivables from LBR are fully provisioned as contingencies due to the fact that there is no expectation of its recoverability

17 Segment information

The Company's operations are managed through two operating segments: the private equity business and the real estate business, which represent the segment information available and used by executive management to assess performance and to allocate resources. These segments were established based on the nature of investment activities in each fund, including the specific type of investment made, the frequency of trading, and the level of control over the investment. The financial results for the segments are as follows:

Page 31: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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Nine month period

September 30,

2021 2020

Real estate

Private equity Total

Real estate

Private equity Total

Appreciation (depreciation) in fair value of investments

1,944

101,912

103,856

(5,989)

(212,653)

(218,642) Reversal of unrealized fair value on disposition

138,151

138,151

(4,880)

(4,880)

Realized gain (loss), net (87,297)

(87,297)

(25,900)

(25,900)

Management fees 2,829

2,829

(383)

4,301

3,918

Dividends (675)

1,510

835

117

117

Performance fees 256

256

-

-

Other -

-

137

137

Total revenue 1,269

157,361

158,630

(6,372)

(238,878)

(245,250)

General and administrative (162)

(9,617)

(9,779)

(181)

(10,911)

(11,092)

Contingencies (512)

(512)

(603)

(603)

Bonuses and carried on realized gain (5,224)

(5,224)

5,779

5,779

Bonuses and carried on unrealized gain -

-

(1,315)

(1,315)

Total expenses (162)

(15,353)

(15,515)

(181)

(7,050)

(7,231)

Financial income 1,840

1,840

3,307

3,307

Financial expense (5)

(8,169)

(8,174)

(6)

(19,342)

(19,348)

Financial income (expenses), net (5)

(6,329)

(6,334)

(6)

(16,035)

(16,041)

Income taxes (418)

(418)

(229)

(229)

Net income (loss) 1,102

135,261

136,363

(6,559)

(262,192)

(268,751)

Page 32: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

30 of 31

Three month period

September 30, 2021 2020

Real estate

Private equity Total

Real estate

Private equity Total

Unrealized gain (loss) with equity portfolio

2,738

33,001

35,740

(365)

(65,005)

(65,370) Reversal of unrealized fair value on disposition

139,337

139,337

-

-

Realized gain (loss), net (113,047)

(113,047)

(126)

(126)

Management fees 999

999

942

942

Dividends (1,350)

1,417

67

(95)

95

-

Performance fees 256

256

179

-

Other -

-

-

-

Total revenue 1,388

61,964

63,352

(460)

(63,915)

(64,554)

General and administrative (52)

(2,817)

(2,869)

(72)

(4,072)

(4,144)

Contingencies (21)

(21)

(177)

(177)

Bonuses and carried on unrealized gain

-

-

(225)

(225)

Bonuses and carried on realized gain

(2,171)

(4,227)

-

-

Total expenses (52)

(5,009)

(7,116)

(72)

(4,474)

(4,546)

Financial income (1,331)

(1,331)

714

714

Financial expense (1)

(2,633)

(2,634)

(2)

(3,901)

(3,903)

Financial income (expenses), net (1)

(3,964)

(3,965)

(2)

(3,187)

(3,189)

Income taxes (379)

(379)

(15)

(15)

Net income (loss) 1,334

52,613

51,892 (534)

(71,591)

(72,304)

Page 33: GP Investments, Ltd

GP Investments, Ltd. Notes to the consolidated interim financial statements as of September 30, 2021 In thousands of US dollars, unless otherwise indicated

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2021SP009751_VF2_GP USD 3Q21 ‐.docx

The most relevant balance sheet items by segment are as follows:

September 30, 2021 December 31, 2020

Real

estate Private equity

Total

Real estate

Private equity

Total

Investments at

fair value 9,437 494,178 503,615 11,408 415,841 427,249

Total assets 9,437 747,661 757,098 11,408 588,294 599,702

18 Subsequent events

In October, the Company has sold all of its shares on Rimini Street Inc., generating proceeds of approximately US$ 21 million. In addition, the Company also sold the total its Rimini Street Inc. warrants, generating proceeds of US$ 3.3 million. In October, 2021, the Company has bought 9,278,327 of its own shares as part of the current share buyback program. In early October, 2021, Spice PE announced the signing of an agreement by which it will invest US$35 million in the transaction, including the purchase of 100% of the shares of Argo Seguros Brasil S.A., as well as an equity injection to supplement Argo Brazil’s liquidity position.

* * *