Spice Private Equity : Semi-Annual Report as of June 2022

HALF-YEAR REPORT 2022

CONTENTS

SPICE PRIVATE EQUITY	3
LETTER FROM THE BOARD	3
BOARD OF DIRECTORS	4
INVESTMENT MANAGERS	5

2022 HALF-YEAR REVIEW	6
HIGHLIGHTS	7
PORTFOLIO UPDATE	9
FINANCIAL STATEMENTS	10

INVESTMENT PORTFOLIO	11
BRAVO BRIO	12
G2D INVESTMENTS	14
INSOLE	17
AKAD SEGUROS	19

FINANCIAL STATEMENTS (IFRS) 21

SPICE PRIVATE EQUITY | HALF-YEAR REPORT 2022

LETTER FROM THE BOARD

Dear Shareholders,

Starting in 2016, Spice's Board of Directors set a goal to reorganize the company in order to increase operational efficiency and provide shareholders with direct access to an attractive portfolio of global private equity investments.

In the five years that followed, total annual expenses were reduced from USD 7.8 million in 2016 to USD 3.3 million in 2021, generating yearly savings of 58%. During that same period, as part of our new investment strategy, we have successfully recycled our asset base, migrating from a portfolio primarily composed of indirect fund investments to one of direct investments, which reached 72% of our total assets in 2020.

In 2021, despite the adverse effects caused by the onset of the Covid-19 pandemic in the prior year, Spice was able to complete its first set of successful exits from its direct investments' portfolio. Both Leon Restaurants and Rimini Street stakes were sold at a significant profit to investment cost as well as their at the time reported NAVs, generating gross proceeds of USD 83 million.

This new cycle at Spice was also marked by the launch of several initiatives with the objective of creating more value to shareholders and making our stock more liquid. In effect, so to more efficiently communicate our new strategy to shareholders, Spice ramped up its investor outreach efforts, created a year-long buyback program in 2017 and launched a three-year dividend program in 2019 in order to provide shareholders with additional paths to liquidity.

Despite those efforts, our stock remained illiquid and, as a result, the board decided to launch two fixed-price buyback programs at the end of 2021 and at the beginning of 2022. Both programs were very successful, with the number of shares tendered exceeding the size of each program multiple times.

While those buybacks were well received by investors, their success led to a further reduced float. At the same time, costs and complexities associated with Spice's public company status have been increasing and keeping in check the benefits of our listing.

In this context, our majority shareholder, GP Investments,

has decided to launch a voluntary tender offer in May 2022, with the aim of offering other Spice shareholders the ability to achieve liquidity.

GP's offer came at a time when public capital markets have been extremely volatile and share prices of most public companies have declined substantially, driven by a negative macro backdrop with accelerating inflation, surging energy costs, the continued Covid pandemic and a war in Europe.

Given this uncertain outlook and the resulting focus of investors on an access to cash, the offer seemed like an attractive solution. In order to assess the terms of the offer and provide a recommendation to shareholders, the board formed a sub-committee composed solely of independent board members. The committee then engaged financial and legal advisors to further analyze the offeror's proposal and to prepare a fairness opinion report. The fairness opinion report concluded that GP's offer was within the fair value range and, therefore, the board decided to unanimously recommend shareholders to accept the offer of USD 16.25 per share.

Following the offer period, the preliminary results were disclosed to the market, with the majority of shareholders having accepted the offer and, as a result, GP reached a 91.7% stake in the company. After the additional acceptance period, GP reached 97.4% ownership in Spice PE. As a result, we expect the tender process to be concluded in the coming weeks. Thereafter, GP is anticipated to initiate the squeeze-out of the remaining public shareholders and to have Spice apply for a delisting from SIX.

For this board of directors, it has been a great honor to lead Spice PE's transformation over the last few years. The board would like to thank all shareholders for their continued support and wishes all Spice stakeholders success in the future.

Sincerely,

David Emery

Chairman of the Board of Directors

Spice Private Equity Ltd.

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BOARD OF DIRECTORS

DAVID EMERY

CHAIRMAN OF THE BOARD, SINGAPORE

Mr. Emery is the Founder and Chairman of Reciprocus International Pte Ltd, a globally active M&A and financial services advisory boutique, based in Singapore. Prior to setting up his own firm in October 2011, Mr. Emery was with Dun & Bradstreet, Inc. (NYSE: DNB) for over 16 years.

FERSEN LAMBRANHO

MEMBER OF THE BOARD, UK

Chairman of the board at GP Investments Ltd., Mr. Lambranho has 20+ years as a manager and board member in multiple companies across various sectors. Prior to joining GP in 1998, he was CEO at Lojas Americanas, where he worked for 12 years.

CHRISTOPHER BROTCHIE

MEMBER OF THE BOARD, SWITZERLAND

Director of the board at Baring Private Equity International, Firmdale Hotel Holdings and Bolero International, Mr. Brotchie is a member of the Investment Committees of Intaj II and AIF I (MENA) private equity funds. He is also member of the Advisory Council's of Baring Private Equity Partners Asia (Hong Kong)

CHRISTOPHER WRIGHT

MEMBER OF THE BOARD, UNITED STATES

Mr. Wright is chairman of Kestrel Partners LLP, and a director of Merifin Capital. Until 2003 he was a Group Management Board Member of Dresdner Kleinwort, part of Allianz SE, and was CEO of its global alternative assets division. He has sat on the boards of publicly listed and private companies. He is also a director of GP Investments Ltd, the majority shareholder of Spice PE.

ALVARO LOPES

MEMBER OF THE BOARD, UNITED STATES

Mr. Lopes is a Partner at Legend Wealth Management, an investment advisory firm; Chairman of the Board of DBD DTA Corp / E-Volving Brands and partner at Virtu Equity Partners. He was also the CEO of Mercure Investments, Senior Vice-President of Prudential/Wachovia Securities and CEO, COO and EVP of Banco Bozano, Simonsen SA and its affiliates.

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INVESTMENT MANAGERS

GP INVESTMENTS' BOARD OF DIRECTORS	GP Investments
FERSEN LAMBRANHO

CRISTOPHER WRIGHT

CHAIRMAN OF THE BOARD

DANILO GAMBOA

BOARD MEMBERBOARD MEMBER

ANTONIO BONCHRISTIANO	ALFRED VINTON
BOARD MEMBER
BOARD MEMBER

INVESTMENT TEAM

MEMBER

ROLE TIME AT GP PAST EXPERIENCE EDUCATION

ANTONIO			Johnston Associates,	BA: University of
CEO	29 years	Salomon Brothers &
BONCHRISTIANO	Oxford
		Submarino

JOÃO	MD	14 years	Accenture	BA: USP
JUNQUEIRA	MBA: Wharton

RODRIGO	MD &	12 years	BCG	BA: USP
BOSCOLO	CFO	MBA: Wharton

MARA	MD	25 years	GP Investments	MBA: IBMEC
PEDRETTI

CARLOS	MD	3 years	Endeavor	BA: FGV
PESSOA	Coursera

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