2Q12 Earnings Conference Call

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1 2Q12 Earnings Conference Call August 15 th, 2012

2 GP Investments presents its private equity results excluding non-controlling interests to reflect the participation of GP Investments as a Limited Partner in the funds it manages and the fees received from the Private Equity and Asset Management businesses, as a general partner and shareholder, respectively. They are management figures and, therefore, not audited. The complete financial statements which include minority interests and are reviewed by our independent auditors are presented in the 2Q12 earnings release. These financial statements are in US GAAP standards and are being released simultaneously in all jurisdictions in which GP Investments has its securities traded. In compliance with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), the issuer releases financial statements in IFRS standards which may differ from these financial statements, due to different grounds of such accounting standard. 1

3 Material Events 1H12 GP Investments continues to pursue value creation in its portfolio companies, while it remains active in terms of investments/divestments. Events Portfolio Companies Acquisition of Grupo Solare Appointment of GP s MD as new CEO Acquisition of SEAMA Appointment of a new CEO Opening of store in Orlando Approval related to the incorporation of One Properties Self-sufficiency in high-grade magnesite due to Brumado expansion Acquisition of FACSÃOLUÍS Management of the fourth hotel in Minas Gerais Acquisition of idez Acquisition of FARGS Acquisition of UNIUOL MOU to manage a hotel in the countryside of Rio de Janeiro Investments Divestments GPRE Launch of dedicated real estate fund Merger of the Brazilian operations into Lupatech Full divestment Full divestment Distribution of dividends Jan Feb Mar Apr May June July GP Investments Highlights

4 Fogo de Chão Full Divestment In July 2012, GPCPIII and co-investors concluded the sale of 100% of Fogo de Chão to Thomas H. Lee Partners. Giving Fogo a New Dimension GP Investments led Fogo s rapid expansion, while ensuring it maintained its market-leading EBITDA margins among peers in both the US and Brazil Number of Stores In 2011, Fogo resumed its growth strategy of opening 2-4 new restaurants per year, helping the company achieve record results for the year. In August 2011, GP Investments and co-investors acquired the remaining 65% stake of Fogo, fully financing the acquisition through a new debt facility. Fogo de Chão more than doubled by opening 14 new restaurants in a six year period. Today there are 25 restaurants, of which 18 are in the US and seven are in Brazil. Investment Highlights The investment in Fogo de Chão generated a 3.5x cash-on-cash multiple and an IRR of approximately 25% in US Dollars. GP Investments, as a limited partner in GPCPIII, received total proceeds of US$51.9 million, of which US$3.9 million are related to dividends and US$48.0 million are related to the sale to THL. Out of the latter amount, approximately 10% will be deposited into an escrow account to be released in July

5 Listed Portfolio Development Record net revenues Despite the challenging macroeconomic outlook and the more competitive environment, Magnesita registered R$637.6 million in net revenues, an all-time high, mostly as a result of the solid performance in refractory solutions in South America. EBITDA margin expansion EBITDA margins grew by 2.1p.p. compared to the previous quarter, mainly due to gains from the CPP contracts, efforts to enhance operational efficiency and variation in the foreign exchange rate. Renewed commercial efforts After completing a cycle of operational improvements, the company s management strengthened commercial efforts in all units, allowing the company to enter a new growth cycle. Tempo has already delivered strong results in this front, posting a consistent revenue growth of 25.2%, as all units posting positive growth compared to 2Q11. Robust financial results The completion of system integration and the operational improvement efforts have contributed to increase operational efficiency, which combined with the robust revenue growth, allowed the company to post a very strong EBITDA growth of 58.9%, in a year-over-year comparison. Dividends distribution In July, Tempo distributed R$75 million in dividends to its shareholders, resulting in a more efficient capital structure. 4

6 Listed Portfolio Development Substantial EBITDA margin growth In the second quarter, EBITDA margins expanded by 3.4p.p. in a year-over-year comparison, mainly attributable to the improvement of operational efficiency and the dilution of fixed costs. Student base expansion The company has 212,400 enrolled students in on-campus courses and 45,300 in distance learning courses, up 3.8% and 33.2% over the 2Q11, respectively. Higher average ticket Estácio increased the average ticket by 10%, reflecting its ability to increase prices to replicate the economic scenario, which is possible only with the higher perception of quality and service level among the students. Strategic acquisitions From May to July, the company announced the acquisition of idez, FACSÃOLUÍS, FARGS and UNIUOL, marking Estácio s arrival in the states of Maranhão, Paraíba and Rio Grande do Sul. Strategic developments in 2Q12 BHG consolidated its presence in the state of Minas Gerais through four managed hotels, of which one became operational in May, under the flags of Soft Inn, Tulip Inn and Golden Tulip. Additionally, the company signed an MOU to manage a hotel in the countryside of Rio de Janeiro. These developments underline BHG s strategy of exploring mid-sized cities with potential business tourism growth. Outstanding financial and operational results Hotel EBITDA totaled R$17.1 million and grew by 14.7% and 40.3% in quarter-over-quarter and year-over-year comparisons. RevPar was up 3.7% compared to the previous year. 5

7 Current Portfolio GP Investments portfolio is widely diversified, ranging from consumer goods, which represents the largest sector stake, to industrial. 11% Sector Breakdown* 3% 3% 14% 3% 11% 4% 7% 17% 7% 8% Industrial Consumer goods Mobile resource management Oil and gas HR services Others 12% Real estate / hospitality Education Insurance services Financial services Entertainment / restaurants Real estate investments * Percentage based on total value of investments as of June 29,

8 Current Portfolio Currently, 43% of the value of our investments are related to publicly-traded companies, which implies that we experienced the mark-to-market effect in the unrealized loss in the second quarter. Investment by Valuation Method* 3% 11% 4% 7% 43% 31% Stock price with 10% liquidity factor Acquisition value Discounted cash flow Capital increase - post-money valuation Shareholders' equity Sales agreement entered with THL * Percentage based on total value of investments as of June 29,

9 Listed Portfolio Companies In the second quarter, except for Estácio, the share price of our listed portfolio companies followed the negative market trend, reducing GP Investments NAV. Stock Prices Evolution 2Q12 x 1Q12 Current Price* x 2Q12 NAV variation: 2Q12 x 1Q12 (in US$ million) Ibovespa -24% -19% 7% - BHG -19% -5% (10.8) Magnesita -16% 4% (8.0) Tempo -28% -4% (6.7) Estácio 11% 23% 5.2 Total (20.3) March 30, 2012 June 29, 2012 August 14, 2012 Tempo Estácio BHG Magnesita Ibovespa *Current price as of August 14,

10 NAV GP Investments NAV totaled US$560.7 million on June 29, 2012, representing 9% and 16% decreases in quarter-over-quarter and year-over-year comparisons, respectively. Value of Private Equity Investments* Residual Acquisition Value Value of Investment Valuation Method US$ million June 29, 2012 Publicly-traded Companies Magnesita (1) Market price w ith 10% liquidity factor. Estácio Market price w ith 10% liquidity factor. BHG Market price w ith 10% liquidity factor. Tempo Market price w ith 10% liquidity factor. Total - publicly-traded companies Privately-held Companies LBR Capital increase - post-money valuation adjusted by the exchange rate as of June 29, Fogo de Chão Valuation based on the Enterprise Value of the sales agreement entered w ith Tomas H. Lee. Sascar Capital increase - post-money valuation adjusted by the exchange rate as of June 29, San Antonio Capital increase - post-money valuation. BRZ Investimentos Valuation based on shareholders' equity as of June 29, Real Estate Investments Valuation based on investment value adjusted by the exchange rate as of June 29, Allis Valuation based on a Discounted Cash Flow (DCF) methodology. Temporary Holdings Valuation based on acquisition value adjusted by the exchange rate as of June 29, Total - privately-held companies Total - publicly and private-held companies Other Assets Cash and Cash Equivalents Financial Investments Liabilities (414.3) NAV (Shareholders' Equity) *The value of the investments represents GP Investments indirect stake in each company in the portfolio. (1) Includes GP Investments direct stake in Magnesita in the amount of US$2.7 million. 9

11 Financial Highlights 10

12 Revenues Total Revenues 2Q12 Recurring Revenues 1Q12x2Q12 US$ million US$ million $46.3 $10.2 $ % ($31.0) $0.3 $2.9 $10.6 Realized Gains Management Fees Performance Fees ($91.1) Dividends Change in FMV 1Q12 *Comprised of management fees 2Q12 Revenues reached (US$31.0) million in the 2Q12 and are due to: (US$91.1) million related to the non-cash decrease in the aggregate value of investments; US$46.3 million in realized gains related to the divestments of BR Properties shares; US$10.6 million in management fees: US$7.3 million from the private equity business and US$3.2 million from BRZ; US$2.9 million in performance fees: US$2.1 million related to GP Investments and US$0.8 million related to BRZ Investimentos; and US$0.3 million in dividends. In the first half of 2012, total revenues reached US$44.3 million compared to US$2.1 million in the first half of

13 Expenses Total Expenses 2Q12 Operating Expenses 2Q11x2Q12 US$ million US$ million $12.9 ($6.2) Bonus Provision G&A Expenses $9.3-28% ($17.3) ($5.6) Payroll Stock Options ($3.7) ($1.8) 2Q11 2Q12 Total expenses reached US$17.3 million in the 2Q12 and are due to: (US$9.3) million in operating expenses, with payroll and G&A expenses accounting for (US$3.7) million and (US$5.6) million, respectively; (US$6.2) million in bonus provisions, of which (US$4.3) million related to GP Investments and (US$1.9) million to BRZ Investimentos; and Stock options expenses are non-cash and totaled (US$1.8) million. In the second quarter of 2012, operating expenses amounted to (US$9.3) million, representing a 28% decrease in a year-over-year comparison. 12

14 2Q12 Financial Highlights In the second quarter of 2012, GP Investments reported losses of (US$49.5) million: Losses of (US$2.6) million in the Fund Management business; Losses of (US$46.9) million in Capital Results. In US$ thousand Fund Management 2Q12 Capital Results Total Fund Management 1Q12 Capital Results Management and performance fees 13,515-13,515 10,316-10,316 Appreciation/depreciation in fair value of investments - (91,078) (91,078) - 61,398 61,398 Realized gains/losses - 46,282 46,282-3,570 3,570 Dividends Total revenues 13,515 (44,469) (30,954) 10,316 64,968 75,284 Operating expenses (9,321) - (9,321) (8,841) - (8,841) Bonus provision (6,197) - (6,197) (599) - (599) Total expenses (15,518) - (15,518) (9,440) - (9,440) Stock options - (1,767) (1,767) - (839) (839) Financial income - 7,819 7,819-10,838 10,838 Financial expenses - (8,448) (8,448) - (10,894) (10,894) Financial income/loss net - (629) (629) - (56) (56) Net Income (loss) for the period before taxes (2,003) (46,865) (48,868) ,073 64,950 Income taxes (599) - (599) (722) - (722) Net income (loss) for the period (2,602) (46,865) (49,467) ,073 64,228 Total 13

15 Balance Sheet Highlights Balance Sheet Highlights (US$ million) 2Q12 1Q12 2Q11 % QoQ Cash and cash equivalents and trading securities % -7% Investments % -26% Total assets , , % -13% Current liabilities % -11% Non-current liabilities % -8% Total liabilities % -8% NAV % -16% % YoY As of June 30, GP Investments aggregate liquid position totaled US$423.4 million, remaining substantially above the outstanding commitment of US$282.1 million to GPCPV and GPRE. 14

16 Disclaimer This presentation contains certain statements that are neither reported financial results or other historical information. They are forward-looking statements. Because these forward-looking statements are subject to risks and uncertainties, actual future results may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors that are beyond GP Investments ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of governmental regulators, the Company's ability to continue to obtain sufficient financing to meet its liquidity needs; and changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, inflation and consumer confidence, on a global, regional or national basis. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. GP Investments does not undertake any obligation to publicly release any revisions to these forward looking statements to reflect events or circumstances after the date of this presentation. 15

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