#1GP Investments AB 29014778 V B2 り re Institutional Presentation FINANCIA HENGIVE#2Agenda 1. Private Equity in Latin America 2. Overview of GP Investments 3. Investment Strategy 4. Investments 5. Appendix - Case Studies and Team Bios GP Investments 2#3Brazil: A Different Country GP Investments Annual Inflation X Nominal Annual Interest Rate Foreign Trade (as a % GDP) Income 189 26.8 176 29.00 25.00 29 23 19.00 19.00 15.75 16.50 17.75 18.00 12.5 13.25 13.75 13.0 78 18 98 11.25 12.5 8.9 7.7 9.3 6.0 7.6 6.9 5.7 4.5 I 5.9 14.3 1.7 3.1 75 15 62 6.1 69 1998 1999 2000 2001 I 2002 2003 2004 2005 2006 2007 2008 Nominal Annual Interest Rate Annual Inflation (CPI) Annual Inflation X Nominal Annual Interest Rate 1998 2008e 2002 2008 Exports (% GDP) Imports (%GDP) ■A/B C D/E Debt (as a % 2008 GDP) 194% 4.00 3.54 $250 2.89 200 3.00 2.66 2.31 2.34 12.34 96% 2.14 1.95 150 1.80 1.77 56% 2.00 35% 35% 1.21 24% 7.5 100 80.3 1.00 5.8 50 2.9 4.6 3.8 $6.3 3.0 5.9 7.8 9.3 0.00 L 1998 1999 2000 2001 2002 2003 2004 Foreign Exchange Reserves (US$ billion) 0 2005 2006 2007 2008! L Government Corporate Consumers Brazil United States F/X Rate (R$/US$, year-end) Γ 4.3 3.2 3.4 1 3.6 2.9 ! 3.9 2.7 4.2 5.7 4.4 3.9 4.0 4.0 5.4 4.5 5.1 3.2 1.3 1.1 Brazilian Banks - Key Indicators BIS Ratio ROE 2009E ROA 2009E Itau 14.9% 23.4% 1.9% 0.3 Bradesco 15.6% 21.4% 1.8% Banco do Brasil 13.0% 22.0% 1.4% 1998 1999 2000 200120022003 2004 Primary Result (% of GDP) 2005 2006 Real GDP Growth 2007 2008E Unibanco 13.0% 21.5% 1.6% 3#4Developed Public Markets with Significant Expansion Room on the Private Market GP Investments Brazilian Capital Markets Window is open (Number of Offerings 2004-2008) Number of offerings Volume (US$ billion) 52 18 13 2.8 94-03 2004 2005 76 42 38.3 14.0 5.9 2006 15 21.3 2007 2008 Source Venture Equity Latin America/ EMPEA PE Funds Raised for Latin America (1993–2008, US$ million) Financial Crisis in Brazil 3,664 Financial Crisis in Mexico 3,356 1,516 827 847 123 1993 1994 Number of Funds Raised 2 4 2,637 Argentina Default 1,750 714 624 407 417 Record year for the region Global Crisis 4,654 2,272 3,209 1,981 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 1H08 9 11 16 23 22 28 17 14 11 12 20 21 29 17 Two important phases in Latin American Countries attracted Private Equity Firms: 1994-1999 and 2005-2007 Source: Venture Equity Latin America/ EMPEA 4#5GP Investments at a Glance Business Model Leadership Reputation GP Investments Besides being the General Partner of the managed funds, GP Investments is also the largest Limited Partner in all its private equity funds, having most of its revenues arising from capital gains Total alignment of interest among several stakeholders The first Private Equity firm to go public in Latin America, in a 100% primary offer GP Investments is the leading Private Equity firm in Latin America Since 1994, GP Investments has raised more than US$4 billion from private equity investors and has completed 48 investments and 35 exits in 15 different industries ► Largest private equity-dedicated team in the region - 15 investment professionals, including Managing Directors (MDS) ▸ The unique reputation of GP was achieved through (i) the success of its founders with their personal investments in Banco Garantia, AB-Inbev and Lojas Americanas and (ii) over 15 years of GP' successfully completed investments ► GP Investments has a solid presence in the private equity markets since 1994 and has provided consistent track record along diverse economic cycles Extensive managerial network, with more than 200 talented senior managers who have already worked in our portfolio companies 5 LO#6GP Investments History of Success The unique reputation of GP was achieved through (i) the success of its founders with their personal investments in Banco Garantia, Ambev and Lojas Americanas and (ii) over 15 years of GP' successfully completed investments 1993 GP GP founded as an asset manager dedicated to private equity activities 1994 GPCP First private equity fund: total commitment of US$500 million 1997 GPCPII Second private equity fund: total commitment of US$800 million 2001 GP Tecnologia First local private equity fund: total commitment of R$130 million 2003 Management Change 2004 100% Acquisition 2005 GPCPIII 2006 IPO 2007 2008 GPCPIV and Debt Follow-on and GPCPV Executive partners, led by Antonio Bonchristiano and Fersen Lambranho, take over control of GP as part of a natural succession plan Executive partners acquire 100% of GP Investments equity Third private equity fund: total commitment of US$250 million. This fund is already fully invested Initial Public Offering (primary only), raising net US$308 million for new investments Fourth and largest GP private equity fund: total commitment of US$1.3 billion Issuance of US$190 million in Perpetual Notes Follow-on Offering (primary offer), raising net US$232 million for new investments Fifth fund – first closing commitment of US$884 million - 6#7GP Investments Organizational Structure Our activities consist of our core private equity business and our asset management business. Our mission is to maximize long-term value creation to our shareholders and investors 100% GPCPIII and GPCPIV (General Partner) Partners Holdings (voting shares) 25.31% (33.57% on a fully diluted basis) LISTED VEHICLE Free Float (restricted voting rights) GP Investments, Ltd. (Bermuda) 100% GP Private Equity (Limited Partner) 74.69% (66.43% on a fully diluted basis) 55.7%* BRZ Asset Management * the remaining 44.3% is held by BRZ's senior management 47% 31% GP Capital Partners III, LP GP Capital Partners IV, LP GP Capital Partners V, LP ▪AUM - $2.4bn ■Total Commitment. - $250mn ✓ Limited Partner - $133mn (53%) GP Investments - $117mn (47%) ■Total Commitment - $1.3bn Limited Partner - $900mn (69%) ✓GP Investments - $400mn (31%) ■1st Closing Commitment - $884mn Limited Partner - $384mn GP Investments - $500mn ➤ GP Investments' is the listed vehicle, with shares traded both in Luxembourg Stock Exchange and Brazilian Bovespa Stock Exchange (BDR's). 7#8Sources of Revenues Capital Gains GP Investments ➤Capital Gains from GP Investments' direct stake in GPCPIII, GPCPIV and GPCPV Performance Fees >Performance fees from limited partners -20% over 8% annual preferred return ➤ Performance fees from co-investors Recurring Revenues ➤ Management fees - 2% annually of total committed capital from limited partners since fund's inception* ➤Dividends from portfolio companies Asset Management ➤ Management and Performance fees, based on hedge-fund type of fee structure, applied to total assets under management * Management fees received from private equity funds fully cover the company's recurring expenses 8#9Corporate Governance & Compensation Structure Corporate Governance ► We have adopted the practices of Brazil's Novo Mercado highest corporate governance standards except for the dual classes of shares which are imperative given the nature of the private equity business ► Class A shareholders vote on election of independent board members and matters relating to conflicts of interest 100% Tag Along 25% dividend pay-out 3 independent board members Independent Compensation Committee Independent Audit Committee GP Investments Compensation Structure We have created a compensation structure that provides strong alignment between management and shareholders Competitive Salaries and Bonuses Competitive within traditional private equity firms to be able to attract and retain the best talent Bonus pool is funded by 50% of GP Investments' cash from performance fees Stock-Option Plan ▸ Awarded to qualifying executives ▸ A plan equivalent to 20% of the Company's equity post-IPO ► IPO strike price and 5-year vesting period ► 2-year lock-up on exercised options ►Overseen by an independent compensation committee GP Partners Lock-Up GP Partners subject to a 5-year lock-up period after the IPO ► Non-compete agreement 9#10GP Investments Proven and Experienced Execution Team GP Investments is managed by a group of highly experienced professionals, with strong reputation in the private equity industry Octávio Lopes (12 years at GP) Carlos Medeiros (10 years at GP) MD MD Antonio Bonchristiano (16 years at GP) Fersen Lambranho (11 years at GP) MD and Co-CEO MD and Co-CEO Marcio Trigueiro (7 years at GP) MD Eduardo Alcalay (3 years at GP) Danilo Gamboa (5 years at GP) Thiago Rodrigues (3 years at GP) Allan Hadid (2 years at GP) MD MD MD MD and CFO 5 investment associates in Brazil and 2 investment associates in Mexico Back-Office Team (29) ➤ 15 investment professionals including GP Managing Directors (MDs) ➤ Solid academic credentials and significant expertise in the private equity and financial industries Combined experience of the MDs of over 60 years at GP ➤ Several MDs with significant management experience in operational day-to-day of companies 110#11GP Investments Investment Strategy Active Management Control or joint- control positions only ▸ Create value through active management, operationally-oriented approach Control or joint control ensures influence and implementation of strategic, managerial and operational change Focus on value - EBITDA expansion ► Built through revenue and margin expansion Established businesses ► Target family-owned businesses or non-core assets of larger companies, with strong cash flow ► No sector of preference, company focused Mid- to large-sized companies ► Larger companies attract the best management teams and provide better access to the capital markets Latin American strategy, Brazil Focus ► GP Investments' leadership position in Brazil allows the firm to gradually replicate its business model in other countries in the region#12Deal Sourcing & Investment Thesis Family-owned companies Transaction Source Non-core assets from larger companies Investment Strategy / Criteria Organic Growth FOCO Imbra DE CHÃO Tratamentos Odontológicos CHURRASCARIA BRAZILIAN STEAKHOUSE Consolidation ALLIS LeitBom BRProperties BRMALLS LAhotels Atempo (m participações Magnesita S.A. Turnaround SAN ANTONIO INTERNACIONAL equatorial ENERGIA GP Investments Listed companies hypermarcas A marca das marcas UNIVERSIDADE Estácio de Sá- San Antonio International and Magnesita are the only deals generated from auctions. All the other ones were generated internally. 12#13GP Investments Successful Track Record Across Several Industries Logistics Retail Internet & Technology ALL Submarino ✓ iG Ferrovia Centro Atlântica Shoptime Ibest OfficeNet ✓ Mandic Total Express ✓ Sé Supermercados Supermar Consumer Goods ✓ Kuala ✓ Fratelli Vita Mahler • Leitbom Hypermarcas/ • Farmasa ✓ ABC Supermercados Entertainment / Restaurants • Hopi Hari/ • Playcenter Fogo de Chão Patagon + 10 Other Utilities • Real Estate/ Shopping Malls Gafisa BR Malls/Ecisa BR Properties Insurance Services Tele communications Telemar Geodex MCom Wireless ✓ Multicanal (Globocabo/Net) ✓ Pegasus Industrial Equatorial Energia • Tempo Lupatech Magnesita Oil & Gas HR Services Hotels San Antonio (former Pride Latam) Allis LAHotels Currently in portfolio Realized Investment *Includes partial exits Education Dental Services • Estácio A Imbra Partially Realized 13#14Track Record: Combination of Credibility and Success GP Investments $ in millions GPCPV GPCPIV(¹) GPCPIII GPTec GPCPII GPCP Vintage: July 2008 July 2007 2005 2001 1997 1994 Number of Transactions: 2 7 6 4 23 11 Capital Invested: $200 $1,070 $240 $17 $799 $543 Current Value: $200 $910 $344 $116 $1,514 $854 Investment Performance % Distributed: 0% 0% 32% 100% 95.3% 100% Cash-on-Cash Multiple 1.0x 0.9x 1.4x 6.8x 1.9x 1.6x Average Holding Period (2) N/A 0.9y 1.8y 4.3y 6.9y 6.3y Gross IRR in $: N/A (18.4)% 41% 60% 10% 11% Gross IRR in R$: * Returns as of December 31, 2008. N/A 10.6% 45.1% 55% 14% 23% (1) GP's professionals invest alongside with Fund IV through a parallel fund in a 2.7% ratio. Fund IV Invested Capital does not include this amount. (2) Calculated by the average entrance and exit of each investment, weighted by the value of cash flows. 14#15GPCPIII Snapshot T US$250 million of total commitment 47% committed by GP Investments: US$117 million Additional US$250 million raised from co-investors Focus on Brazil only Fully invested in 2 years in 6 companies 4 listed companies 1st divestment completed in December, 2007 GP Investments 15#16GPCPIII Performance Breakdown Company equatorial ENERGIA FOGO DE CHAO CHURRASCARIA BRAZILIAN STEAKHOUSE Investment Date Investment (US$mn) Sector Jun/05 3.2 Utilities Aug/06 32.0 Food Services BRMALLS Nov/06 62.5 Shopping Malls tempo Insurance Jan/07 39.6 Services participações BRProperties Jan/07 49.4 Real Estate m Aug/07 53.1 Industrial Magnesita S.A. GPCPIII 239.8(2) GP Investments As of December 31, 2008 Listed Equatorial: sale price; BRMALLS, Tempo and Magnesita: Stock price as of December 31, 2008, with a 10% liquidity discount; Fogo de Chão: acquisition multiple x LTM EBITDA - valuation includes US$7.5 million in dividends distributed by the company in June, BR Properties: private round valuation (1) (2) (2) Approximately US$10 million were used for management fees 16#17GPCPIV Snapshot US$1.3 billion of total commitment 31% committed by GP Investments: US$400 million Additional US$735 million raised from co-investors Focus on Brazil and expansion to Latin America 90% invested Use of conservative leverage to enhance returns T GP Investments 17#18GPCPIV Performance Breakdown Company Investment Date Investment (US$mn) Sector m Aug/07 204.0(1) Industrial Magnesita S.A. SAN ANTONIO INTERNACIONAL Aug/07 179.0(1) Oil Services hypermarcas Nov/07 133.9(1) A marca das marcas Consumer Goods ALLIS Dec/07 55.7(3) HR Services LAhotels Dec/07 93.9(3) Hotels latin america LeitBom Apr/08 253.5(1) Consumer Goods 153.6(1) Education UNIVERSIDADE Estácio de Sá May/08 GPCPIV 1069.1 GP Investments As of December 31, 2008 Listed (1) Magnesita's, Estácio's and Hypermarcas/Farmasa's valuations are based on Bovespa market prices as of December 31, 2008, with a 10% liquidity discount, based on an exchange rate of 2.3370 R$/US$. Allis, LA Hotels and Leitbom are all valued at cost. (2) (3) 23 GP's professionals invest alongside with GPCPIV through a parallel fund in a 2.7% ratio. Total committed capital for LAHotels and Allis is US$135 million and US$92 million, respectively (including the professionals' fund). 18#19GPCPV Snapshot T GP Investments US$884 million of total commitment in the first closing US$500 million committed by GP Investments 2 investments to date Focus on Brazil and opportunistic expansion to Latin America Effort to expand our LP base, adding long-term traditional private equity investors, from different regions of the world 19#20GPCPV Performance Breakdown Company Investment Date Investment (US$mn) Sector SAN ANTONIO Oct/08 102.6 Oil Services Imbra Dental Oct/08 97.9 Services Tratamentos Odontológicos GPCPV 200.5 GP Investments As of December 31, 2008 Listed 20#21GP Investments' Competitive Advantages Financial Expertise and Access to Capital GP Investments Proven and Experienced Execution Team Access to deal flow GP Investments Leading Private Equity Firm in Latin America Active Management Philosophy Relationship Network Ability to Attract and Retain Executive Talent Track Record and Credibility 21 21#22Net Asset Value (NAV) GP Investments NAV comprises GP Investments' stake in the portfolio companies. GP Investments' NAV totaled US$684.1 million on September 30, 2008, representing a 28% decrease from June 30, 2008 and a 20% increase from December 31, 2007. NAV Breakdown (as of September 30, 2008) Value* (US$ MM) Valuation Method Investments San Antonio (1) Magnesita Leitbom BR Properties (2) BRMalls Hypermarcas Estácio Tempo Participações LA Hotels Allis Fogo de Chão Other Assets Cash and cash equivalents Financial Investments Liabilities NAV (Shareholders Equity) 73.5 91.2 69.2 66.6 52.6 37.3 market price with 10% liquidity discount 32.4 market price with 10% liquidity discount 25.3 market price with 10% liquidity discount 26.1 at acquisition value 17.6 at acquisition value 16.5 EBITDA multiple 58.2 NA 479.4 NA 40.3 NA (402.1) NA 684.1 implied price of the recent acquisition of an additional stake market price with 10% liquidity discount at acquisition value private round of investments - post-money valuation market price with 10% liquidity discount The value of the investments represents GP Investments' stake in each company of the portfolio. The investment in BRZ Investimentos is a direct stake and therefore is consolidated in GP Investments' balance sheet. *** Although the investment in Imbra was announced in September of 2008, the transaction was concluded in October. Therefore it is not included in the Company's investments for the 3Q08. (1) Does not include the additional stake in San Antonio that was announced in August of 2008 since the transaction was concluded in October. (2) Includes GP Investments' direct stake in the company in the amount of US$31.9 million. 22 22#23Sell-side Coverage of GPIV11 Bank Analyst Credit Suisse Marcelo Telles GP Investments Initiating Coverage February 2007 Itaú Unibanco Alcir Freitas May 2007 UBS Juan Partida November 2007 Citi Daniel Abut June 2008 23 23#24GP Investments Appendix AB 29014778 V B2 り CAC-4 Ere FINANCIA HENGIVE 24 24#25Current Portfolio of Investments [1/5] GP Investments cquatorial ENERGIA FULLY DIVESTED IN NOV/07 ➤Current Total Equity Value $450.3 m (1) ➤ Ownership of Total Capital 0% >Total Cost •GPCP3 •Co-investors $11.7m $3.2m $8.5m • Equatorial owns the electricity distribution company for the State of Maranhão, serving over 1 million customers. ⚫ GP coordinated its debt restructuring, gathered a new management team and focused efforts on obtaining efficiency gains. In addition, it led the IPO in 2006. ⚫ EBITDA increased 5x from 2003 to 2007. FOGO DE CHÃO CHURRASCARIA BRAZILIAN STEAKHOUSE ➤Current Total Equity Value $198.7 m (1) ➤ Ownership of Total Capital 35.0% (2) ➤Total Cost •GPCP3 •Co-investors $64.0m $32.0m $32.0m Brazilian steakhouse operator that provides a distinctive dining experience by offering superior service in a high-energy atmosphere. ⚫ The company operates 17 restaurants, 11 of which in the US. • GP provided capital to accelerate growth and has been involved in improving the management team and the relationship with financial institutions BRMALLS ➤Current Total Equity Value $667.0 m (1) ➤ Ownership of Total Capital 35.4% (2) >Total Cost •GPCP3 •Co-investors •Debt $172.3m $62.5m $87.5m $22.3m ⚫ BR Malls is the largest shopping mall owner in Brazil. • GP provided capital and leadership for the consolidation project. During 2007, the company has already invested more than US$500 million, increasing ownership from 7 to 32 malls and administration from 24 to 29 malls. • The company performed an IPO in Apr 2007 and a follow-on in Oct 2007 R$1.2bn of capital raised in primary offers. - (1) Market Capitalization as of December 31, 2008 for listed companies Equatorial and BRMalls. In the case of Fogo de Chão, an acquisition multiple was applied to LTM EBITDA (as of June 2008). Additionally, Fogo de Chão distributed US$7.5 million as dividends to Fund III in June 2008. This amount is included in the total unrealized value of the company. . (2) Including Co-Investors 25 25#26Current Portfolio of Investments [2/5] tempo participações GP Investments ➤Current Total Equity Value $184.4 m (1) ➤ Ownership of Total Capital 27.2% (2) • Tempo is the result of a merger between IHH and USS. The company is the leader in the Brazilian healthcare and insurance services industry. • GP envisioned and structured the merger and is now having an active role in the integration process. >Total Cost •GPCP3 •Co-investors $53.1m $39.6m $13.5m • The company performed an IPO on December, 2007 raising R$394 million in primary proceeds. The IPO price implied a valuation equivalent to 3.5x its initial cost. BRProperties ➤Current Total Equity Value $318.8 m (3) ➤ Ownership of Total Capital 79.04% (2) ➤Total Initial Cost •GPCP3 $153.0m $45.0m •Co-investors $108.0m • Established with the purpose of investing in commercial real estate assets in Brazil, with a primary focus on office buildings, warehouses, and retail locations. The company's pipeline amounts to over $1 billion. Leverage is normally two thirds of the total acquisition price. • The company has recently raised additional US$149 million from investors through a private round to fund the company's expansion plan. Pre-money valuation of the company was US$262 million, which implies 1.6 x cash-on-cash multiple in 12 months. (m Magnesita S.A. ➤Current Total Equity Value $630.5 m (1) ➤ Ownership of Total Capital 50.4% (2) >Total Cost ➤GPCP3 $1,019.6m •GPCP4 $ 53.1m $204.0m •Co-investors $316.6m •Debt $445.9m ⚫ With the acquisition of the German LWB Refractories, Magnesita is already the third largest refractory company in the global refractories industry. • The ongoing process of controlling expenses and improving efficiency resulted in an EBITDA growth of 60.3% from the third quarter of 2007 and an EBITDA margin of 29.1%, an increase of 7.3 percentage points. (1) Market Cap as of December 31, 2008 (2) Including Co-Investors (3) Valuation after the private round of investments 26 26#27Current Portfolio of Investments [3/5] SAN ANTONIO INTERNACIONAL ➤Current Total Equity Value $801.0m (4) ➤ Ownership of Total Capital 100.0% (2) > Total Cost • GP Investments Former Latin American land drilling and E&P services subsidiaries of Pride Int'l. The business extends across 8 countries in Latin America and achieved combined revenues of US$1,033 million and EBITDA margin of 24% in 2007. In April 2008, San Antonio acquired 100% of SOTEP, Brazil's largest on shore drilling service provider and a leading E&P services provider, as part of the company's strategy in the region. $1,237.4m •GPCP5 $102.6m 0 •GPCP4 $174.6m •Co-investors $360.2m •Debt $600.0m ➤Current Total Equity Value $1,131.9 m(3) ➤ Ownership of Total Capital 10.0% hypermarcas ➤Total Cost •GPCP4 $133.9m $133.9m A marca das marcas ALLIS • Farmasa was acquired in November of 2007 and in June, 2008 the company merged into the share capital of Hypermarcas. Hypermarcas is listed on the Bovespa Stock Exchange at the highest standards of corporate governance, Novo Mercado. • The resulting company is the 5th largest amongst Brazilian controlled laboratories and 7th overall, being the leader in the national OTC segment. ⚫ GPCP4 holds 10% stake in Hypermarcas, sharing control of the company through a shareholders agreement. ➤Current Total Equity Value $74 m (1) ➤ Ownership of Total Capital 77.5% >Total Cost •GPCP4 $57.0m $57.0m Allis is the is the result of the merger of three companies from different and complementary segments and overage areas in the Brazilian HR Industry. The combined service offering includes temporary staffing, outsourcing, permanent recruitment and training. • The company's revenues for 2007 were R$161.2 million, with an EBITDA margin of 13.%. This figures place the new company as the second largest player in the Brazilian HR Industry. (1) Valued at cost (2) Including Co-Investors (3) Market Cap as of December 31, 2008 (4) The investment in San Antonio is valued at a premium of 33% over the original cost. Such valuation dates from August 2008 and is based on the implied price paid by GPCPV and other investors for the acquisition of the stake previously owned by one of our co-investors in the company 27 27#28GP Investments Current Portfolio of Investments [4/5] LAhotels latin america ➤Current Total Equity Value $150.0m (1;2) ➤ Ownership of Total Capital 100.0% (3) ⚫ LA Hotels has the purpose of acquiring and managing hotels and companies whose assets comprise hotels in Brazil and other Latin America countries. • GP Investments saw an opportunity to enter the Brazilian and Latin American hotel market and to benefit from the tourism sector outlook, which shows strong demand fundamentals. ⚫ LAHotels owns 10 hotels and is already the 6th largest hotel company in Brazil. Total Cost •GPCP4 $150.0m $135.0m •Co-investors $15.0m LeitBom ➤Current Total Equity Value ➤ Ownership of Total Capital $253.5m(1) 100.0% ➤Total Cost •GPCP4 $253.5m $253.5m • Leitbom is one of the fastest-growing Brazilian dairy companies, headquartered in Goiânia. Leitbom's product mix is well balanced among the main dairy product categories. ⚫ GP Investments is well positioned to take advantage of these conditions by investing in Leitbom and enabling the company to strengthen dairy supply to both national and global markets. UNIVERSIDADE ➤Current Total Equity Value $420.3m (4) > Ownership of Total Capital 20.0% >Total Cost Estácio de Sá •GPCP4 $153.6m $153.6m • Estácio is the largest private post-secondary educational institution in Brazil in terms of number of students enrolled. Estácio is already a listed company and has approximately 207,000 undergraduate students enrolled in its 90 programs and its network includes one university, two university centers and 24 colleges throughout 80 campuses in 16 Brazilian states. (1) Valued at cost (2) Total Capital to be Deployed during the year (3) Including Co-Investors (4) Market Cap as of December 31, 2008 28 28#29Current Portfolio of Investments [5/5] Imbra Tratamentos Odontológicos ➤Current Total Equity Value $206.6 m (1) ➤ Ownership of Total Capital 47.4% ➤Total Cost •GPCP5 $97.9m (*) $97.9m (*) BRZ 8 INVESTIMENTOS ➤Current Total Equity Value ➤ Ownership of Total Capital $22.7m(1) 55.7% ➤Total Cost •GP Investments $22.7m $13.6m •BRZ Managers $ 8.1m (1) Valued at cost GP Investments ⚫ Imbra is the largest chain of dental clinics in Brazil. It provides services from a simple filling to a complete reconstructive surgery. ⚫ It was founded in 2006, operates 21 clinics in 9 different states in Brazil and has over 3,000 employees. Sales in 1H08 totaled R$136m, versus R$105m in 2007. ⚫ The contingent of people needing dental prosthesis in the country is estimated at 90 million people. ⚫ Our asset management business provides investment management and advisory services to institutional clients, financial intermediaries, private clients and investment vehicles. ⚫Our goal in BRZ is to produce superior risk-adjusted investment returns and provide diverse investment solutions for our clients. ⚫ BRZ currently manages R$2.5 billion. 29#30GP Investments Selected Success Stories Since 1994, GP has invested over $3 billion of capital in 48 companies in Brazil, generating returns above the average of private equity in Latin America(1). Case Studies BRMALLS equatorial ENERGIA Investment Date: October 2006 Investment Type: Consolidation Investment Amount: $62.5 million Before GP's acquisition, BRMALLS ranked 5th in the shopping mall industry, having been established in 1971. Less than 10 months later, BRMALLS is already the largest integrated shopping mall company in Brazil, with a portfolio of 27 malls, and the largest shopping mall service provider, managing and leasing 38 malls. 2007 IPO: primary offering to finance the company's growth strategy through acquisitions October 2007 Follow on: US$600mn to finance company's consolidation strategy ► Multiple of Capital Invested: 1.1x (2) Gross Internal Rate of Return ($): 5.1% (2) Investment Date: April 2004 Investment Type: Restructuring Investment Amount: $3 million Equatorial is a holding that controls Cemar, an electricity distributor serving over 1 million people in the state of Maranhão GP has gathered a new executive team, restructured the administration and focused on obtaining efficiency gains EBITDA increased 3.7x from 2003 to 2006 2006 IPO: the company raised $85 million to finance a consolidation project ► Multiple of Capital Invested: 34.1x Gross Internal Rate of Return ($): 1,339% (1) According to Cambridge Associates Global Private Equity Benchmarks (2) Considering fair market values as of December 31, 2008 30#31GP Investments Selected Success Stories Since 1994, GP has invested over $3 billion of capital in 48 companies in Brazil, generating returns above the average of private equity in Latin America(1). Case Studies ALL AMERICA LATINA LOGISTICA A gente nunc pára. Investment Date: July 1996 Investment Type: Privatization/Consolidation Investment Amount: $141 million ALL is formed by the merger of Brazilian and Argentine railroad companies, and by the acquisition of a road logistic services company. GP has strengthen the executive team and implemented a goal-driven incentives system ► The revenues have increased 5x since privatization, and EBITDA margin has gone up from 5.2% to 44.3%. ALL is known as one of the world's greatest railroads. The stock price has increased over 600% since the 2004 IPO (ALLL3 ticker). ► Multiple of Capital Invested: 3.2x (2) Gross Internal Rate of Return ($): 15.1% (2) AGafisa Investment Date: December 1997 Investment Type: Restructuring ► Investment Amount: $78 million A GP injected resources when the real state developer was going through a liquidity crisis GP has professionalized management and implemented an aggressive variable remuneration system GP has brought Sam Zell's Equity International, the USA's largest real state investor, as a partner Between 1997 and 2006, revenues increased 19x and profitability has increased substantially The 2006 IPO has increased GP's stake value over 5x the investment cost ► Multiple of Capital Invested: 6.3x Gross Internal Rate of Return ($): 24% 31 (1) According to Cambridge Associates Global Private Equity Benchmarks (2) Considering fair market values as of December 31, 2008#32Investment Team Bios [1/3] GP Investments Antonio Bonchristiano Mr. Bonchristiano is a Co-chairman and Co-CEO of GP. He joined the Firm in 1993 and has been a Managing Director thereof since 1995. Prior to joining GP, Mr. Bonchristiano was a Partner at Johnston Associates Inc., a finance consultancy based in London, and worked for Salomon Brothers in London and New York. Currently, he serves as a member of the board of directors of ALL, BR Properties, San Antonio, Allis, LA Hotels, Leitbom and Estácio. He previously served as a member of the board of directors of Playcenter, Hopi Hari, Sé Supermercados, Gafisa, ABC Supermercados, Submarino Equatorial and Farmasa. He was also previously a CFO of SuperMar Supermercados and Founder and CEO of Submarino. Mr. Bonchristiano holds a bachelor's degree in politics, philosophy and economics from the University of Oxford. Fersen Lamas Lambranho Mr. Lambranho is a Co-chairman and Co-CEO of GP. He joined the Firm in 1998 and became a Managing Director thereof in 1999. Prior to joining GP, Mr. Lambranho was CEO of Lojas Americanas S.A., where he worked for 12 years and where he served as a Director from 1998 to 2003. Currently, he serves as a member of the board of directors of BRMalls, BR Properties, Magnesita, San Antonio, Allis and Estácio. He previously served as a member of the board of directors of Playcenter, Shoptime, Gafisa, ABC Supermercados, Farmasa, Tele Norte Leste Participações S.A., São Carlos Empreendimentos e Participações S.A. and Americanas.com S.A. Mr. Lambranho holds a bachelor's degree in civil engineering from the Universidade Federal do Rio de Janeiro and a master's degree in business administration from COPPEAD-UFRJ. He also completed the Owner President Management Program at the Harvard Business School. Octavio Pereira Lopes Mr. Pereira Lopes joined GP in 1997 and has been a Managing Director thereof since 2000. Prior to joining the Firm, he worked for ING in Brazil. Currently, he is a member of the board of directors of Tempo, Magnesita, San Antonio and Imbra. Between 2004 and 2007, Mr. Pereira Lopes was the CEO of Equatorial, one of GP's portfolio companies. He previously served as a member of the board of directors of Playcenter, Hopi Hari, Shoptime, Fratelli Vita, Gafisa, IBest, Webmotors, Submarino, Mercado Eletrônico, IHH, Equatorial, Cemar and Allis. Mr. Pereira Lopes holds a bachelor's degree in economics from the University of São Paulo and an MBA from the Wharton School of the University of Pennsylvania. Carlos Medeiros Mr. Medeiros joined the GP in 1998, and has been a Managing Director thereof since 2002. Prior to joining the Firm, Mr. Medeiros was an Associate at Salomon Brothers Inc. in New York from 1994 to 1998. Currently, he is the CEO of BRMalls and is a member of the board of directors of Kuala and BR Properties. He previously served as a member of the board of directors of Gafisa, Internet Group (iG), Pegasus, Lupatech, Tele Norte Leste Participações S.A. and Contax Participações S.A. Mr. Medeiros holds a bachelor's degree in finance and foreign trade from New York University, and has completed the TGPM Program at Harvard Business School. 32#33Investment Team Bios [2/3] GP Investments Márcio Tabatchnik Trigueiro Mr. Trigueiro joined GP in 2001 and has been a Managing Director since 2004. Prior to joining the Firm, he was an Associate at McKinsey in São Paulo. Currently, Mr. Trigueiro serves as a member of the board of directors of Hopi Hari and Fogo de Chão. He previously served as a member of the board of directors of ALL, IHH, Automatos, and Tempo. Mr. Trigueiro holds a bachelor's degree in mechanical-aeronautical engineering from the Instituto Tecnológico de Aeronáutica and an MBA from Harvard Business School, where he was awarded both first and second-year honors, graduating with distinction. Eduardo Alcalay Mr. Alcalay joined GP in 2005 as a Managing Director. Prior to joining the Firm, he acquired more than 15 years of investment banking experience as a Partner at Singular, a mergers and acquisitions advisory boutique, and as Head of Mergers & Acquisitions at DLJ-Brazil and Banco Garantia. Prior thereto, Mr. Alcalay served as Senior Vice President for business development at UOL, Brazil's leading internet service provider. Currently, he is the CEO of Estácio and serves as a member of the board of directors of Hopi Hari, LA Hotels and Leitbom. He previously served as a board member of Equatorial, Magnesita and Estácio. Mr. Alcalay holds a bachelor's degree in business administration from Fundação Getúlio Vargas and a bachelor's degree in law from the University of São Paulo. Danilo Gamboa Mr. Gamboa joined GP in 2004 and has been a Managing Director since 2006. Prior to joining the Firm, he worked for Submarino and Gradus Management Consultants. Currently Mr. Gamboa serves as a member of the board of directors of ALL, Hypermarcas, Allis, LA Hotels, Leitbom and Imbra. He previously served as a board member of Gafisa, Submarino and Magnesita. Mr. Gamboa holds a bachelor's degree in industrial engineering from the University of São Paulo and an MBA from the MIT Sloan School of Management. Allan Hadid Mr. Hadid joined GP in 2006 as Treasurer, became the Firm's CFO and IR Officer in 2007 and has been a Managing Director since 2008. Prior to joining GP, Mr. Hadid was the Investment Officer of a Family Office from 2002 to 2006. He also worked in Banco Matrix from 2000 to 2002 as a Portfolio Manager of the Fund of Funds business and from 1998 to 2000 as the Portfolio Manager of Matola Participações Ltda. Mr. Hadid holds a bachelor's degree in economics from the Catholic University of Rio de Janeiro and is a CFA charterholder. 33#34Investment Team Bios [3/3] GP Investments Thiago Rodrigues Mr. Rodrigues joined GP as an Associate in 2006 and was promoted to Managing Director in August 2008. Prior to that, he worked for six years as a Private Equity Associate in AIG Capital Partners, the Emerging Markets Private Equity branch for the American International Group, Inc. Mr. Rodrigues holds a bachelor's degree in Civil Engineering from the University of São Paulo. Currently, he serves as a member of the board of directors of BR Properties, Magnesita and Allis. Mara Elisa Pedretti Ms. Pedretti joined GP in 1997 as a trainee and since 2001 has been the head of the Firm's legal department. Ms. Pedretti became a Managing Director in August 2008. She holds a bachelors' degree in law (J.D), a post-graduation degree in Corporate Law from the Pontifícia Universidade Católica de São Paulo, and an MBA in Financial and Capital Markets from IBMEC (Brazilian Capital Markets Institute). Ms. Pedretti is a member of the Brazilian Bar Association - OAB/SP - nº 168.570. 34 34