Great Elm Capital : Strategic Transaction Conference Call

Great Elm Group, Inc.

Strategic Transaction Conference Call

December 29, 2020

© 2021 Great Elm Group, Inc.

Disclaimer

Statements in this presentation that are "forward-looking" statements, including statements regarding expected growth, profitability and outlook involve risks and uncertainties that may individually or collectively impact the matters described herein. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and represent Great Elm Group, Inc.'s ("Great Elm") assumptions and expectations in light of currently available information. These statements involve risks, variables and uncertainties, and Great Elm's actual performance results may differ from those projected, and any such differences may be material. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are risks associated with the economic impact of the COVID-19 pandemic on Great Elm's businesses, including DME and GECC and its portfolio investments. For information on certain factors that could cause actual events or results to differ materially from Great Elm's expectations, please see Great Elm Capital Group, Inc.'s ("GEC") filings with the SEC, including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Additional information relating to Great Elm's financial position and results of operations is also contained in Great Elm Capital Group, Inc.'s ("GEC") annual and quarterly reports filed with the SEC and available for download at its website www.greatelmcap.comor at the SEC website www.sec.gov.

This presentation does not constitute an offer of any securities for sale.

2

Overview

Great Elm today closed a financing in the form of a preferred equity investment

from JPM

1

2

3

4

5

Transaction Highlights

Great Elm completed an internal reorganization on December 29, 2020. As part of the reorganization, a new holding company, Great Elm Group (NASDAQ:GEG) was created. Great Elm Capital Group , Inc. (NASDAQ:GEC) became a subsidiary of GEG and was renamed Forest Investments, Inc. ("Forest"). Your shares in GEC were exchanged 1 for 1 into shares of GEG and will begin trading today on NASDAQ. The shares of GEC, now Forest, will cease to trade.

Following this reorganization, J.P. Morgan Broker Dealer Holdings, Inc. ("JPM") provided financing in the form of a $37.7 Million investment to recapitalize Great Elm. Great Elm will use the proceeds to refinance its Durable Medical Equipment ("DME") business, lowering its cost of capital

This financing is expected to increase DME's ability to grow its business, both internally and through acquisitions, by adding $6 million of cash to DME's balance sheet and giving DME additional senior debt capacity

The financing will also increase cash on GEG's balance sheet by approximately $5mm, which GEG expects to use to fund growth in its Investment Management business or for other acquisitions

GEG's ability to use existing NOLs is unaffected

3

Change in Name and Ticker

New Holding Company:

Great Elm Group, Inc.

(Nasdaq: GEG)

• The name of the new holding company, GEG, helps to distinguish it from our publicly-traded BDC, Great Elm Capital Corp. (NASDAQ: GECC)
• As part of the transaction, GEC stockholders shares were exchanged in a 1:1 ratio
• The reorganization has been completed and shares will begin trading under the new ticker on December 29, 2020

4