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Investor Presentaiton

Corporate 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

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