GP Investments : Inside Information / Ad Hoc Information Material Fact - Class A Share Buyback Program

GP INVESTMENTS, LTD.

MATERIAL FACT

GP Investments, Ltd., headquartered at 16 Burnaby Street, Hamilton HM 11, Bermuda (LuxSe: GPINA) ("Company"), hereby informs that the Company's Board of Directors has approved on June 6, 2024:

1. the termination of the Company's shares buy-back program approved on November 6, 2023, as all the Company´s Class A Shares approved for acquisition by the Company under such program have been acquired; and
2. the acquisition by the Company of up to 20 million Class A shares of the Company, including shares in the form of BDRs (the "Share Repurchase" or "Share Buyback"), over a period of 365 days, starting June 6, 2024, and ending on June 6, 2025.

Repurchase Price: The purchase price for the Share Repurchase shall be the market price on the date of each purchase.

Intermediaries: Share Repurchases may occur through any of the following brokerage institutions authorized to deal in shares on the respective stock exchanges:

1. in Luxembourg: Morgan Stanley Smith Barney LLC; and
2. in Brazil: Credit Suisse (Brasil) S.A. CTVM, Morgan Stanley CTVM S.A., Merril Lynch CTVM S.A., BTG Pactual CTVM S.A., Itaú Corretora de Valores S.A., CitiGroup Global Markets Brasil CCTVM S.A, Santander CCVM S/A, Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A., Bradesco S.A. CTVM, XP Investimentos CCTVM S.A., UBS Brasil CCTVM, Agora CTVM S/A and Genial Institucional CCTVM S.A.

Repurchase Dates and Term: Share Buybacks may be carried out by the Company on any day the Luxembourg Stock Exchange and/or the B3 is open for business. According to the resolution of the Board of Directors of the Company, Share Buybacks may be carried out within a period of 365 days as of June 6, 2024 (Start Date: 6/6/2024. End Date: 6/6/2025), or in shorter period if so, decided by the Board of Directors.

Repurchase Environments: Share Repurchases will be made (i) on the Luxembourg Stock Exchange in connection with acquisitions of Class A shares; and (ii) on B3 in connection with acquisitions of BDRs representing Class A shares.

No Minimum Float at B3: The Company's by-laws do not provide for minimum float limits, and the manuals applicable to the BDR trading segment at B3 do not provide for such limits either.

Continuity of the BDR Program: The Company informs that the Share Buyback is not intended to

1. discontinue its BDR program, or (ii) cancel the Company's registration as a foreign issuer registered as a category "A" publicly-held company.

All applicable supplementary information has been listed in Exhibit I below, pursuant to the terms of the Brazilian Securities Commission ("CVM") Resolution 80, of March 29, 2022, as amended ("Res. 80").

June 7, 2024

Rodrigo Boscolo

Chief Financial and Investor Relations Officer

GP INVESTMENTS, LTD.

Annex I

Annex G of CVM Resolution 80/2022, as amended

Trading in Shares of its Own Issue

GP Investments, Ltd., headquartered at 16 Burnaby Street, Hamilton HM 11, Bermuda ("Company"), whose Class A shares are traded on B3 S.A. - Brasil, Bolsa, Balcão ("B3") in the form of Brazilian Depositary Receipts ("BDRs"), in compliance with the provisions in Article 33, item XXXV, of the Brazilian Securities Commission ("CVM") Resolution 80, of March 29, 2022, as amended ("Res. 80") hereby informs the public that the Company's Board of Directors has approved the Company's new Class A Share Buyback Program, including shares in the form of Brazilian Depositary Receipts ("BDRs") ("Share Buyback Program"), with the following characteristics:

1. Objective and expected economic effects of the operation

The purpose of the Share Buyback Program is to acquire Class A shares issued by the Company itself, including in the form of BDRs, within the legal limits and based on available funds, to be held in treasury and later sold or cancelled. The expected economic effects are:

1. for shareholders:
2. 1. higher financial return, as the acquired shares are taken out of circulation; and
   2. increase in the percentage of the shareholder's interest in the capital stock, if there is a cancellation of shares;
3. for the Company: market opportunities, optimizing the allocation of available own resources.

2. Inform the quantities of shares (i) in circulation and (ii) already held in treasury:

Currently, the Company has: (i) 21.479.695 Class A shares in circulation; (ii) 18.132.647 Class A shares held in treasury.

3. Inform the quantity of shares that can be acquired or sold:

The amount that may be repurchased is up to 20,000,000 Class A shares of the Company.

4. Describe the main characteristics of the derivative instruments that the company will use, if any:

Not applicable, since no derivative instruments will be used.

5. Describe, if any, any existing agreements or voting guidelines between the company and the counterparty of the operations:

Not applicable. The Company will conduct the transactions on the stock exchange; therefore, it is not aware of who the counterparties in the transactions will be and does not have or will have voting agreements or guidelines with such counterparties.

6. In the hypothesis of operations conducted outside organized securities markets, inform:

Not applicable, since all operations will be conducted on the stock exchange and at market price.

7. Inform, if any, the impacts that the negotiation will have on the composition of the share control or the administrative structure of the company:

The Company understands that the acquisitions of its shares will not result in relevant impacts on the shareholding composition or its administrative structure.

8. Identify the counterparties, if known, and, in case of a party related to the company, as defined by the accounting rules that deal with this subject, also provide the information required by art. 9 of CVM Resolution No. 81, of March 29, 2022:

All operations will be carried out on the stock exchange and at market price and, thus, the Company has no knowledge of who will be the counterparties to the operations.

9. Indicate the destination of the funds received, if any:

Not applicable. The Company will not receive financial resources, since the acquired shares will be held in treasury. If the shares acquired in the future are to be used in the scope of other Company operations, the destination of the resources will be calculated and informed to the market.

10. Indicate the maximum term for settlement of authorized transactions:

The maximum term for carrying out the acquisitions will end on June 6, 2025, given that the program lasts 365 days, beginning on June 6, 2024.

The Company's Executive Board will define the opportunity and the quantity of shares to be effectively acquired, observing the limits and validity period established by the Board of Directors and the applicable legislation.

11. Identify institutions that will act as intermediaries, if any:

Share repurchases may be carried out through any of the following brokerage institutions authorized to deal in shares on the respective stock exchanges:

1. in Luxembourg: Morgan Stanley Smith Barney LLC;
2. in Brazil: Credit Suisse (Brasil) S.A. CTVM, Morgan Stanley CTVM S.A., Merril Lynch CTVM S.A., BTG Pactual CTVM S.A., Itaú Corretora de Valores S.A., CitiGroup Global Markets Brasil CCTVM S.A, Santander CCVM S/A, Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A., Bradesco S.A. CTVM, XP Investimentos CCTVM S.A., UBS Brasil CCTVM, Agora CTVM S/A and Genial Institucional CCTVM S.A.

12. Specify the available resources to be used, pursuant to article 8, § 1, of CVM Resolution No. 77, of March 29, 2022.

Not applicable. The Company is a foreign company registered with the CVM as a category "A" issuer, to which such provisions do not apply.

13. Specify the reasons why the members of the Board of Directors feel comfortable that the repurchase of shares will not jeopardize the fulfillment of obligations assumed with creditors or the payment of mandatory, fixed or minimum dividends.

The members of the Board of Directors feel comfortable with the Share Buyback Program because they understand that:

1. the company's financial situation is compatible with the settlement of the acquisition at maturity without affecting the fulfillment of obligations assumed with creditors; and (ii) there are no foreseeable facts capable of giving rise to significant changes in the amount of funds available for carrying out the buyback over the remaining period of the fiscal year; and (iii) the effective buyback of the total number of shares provided for in the Share Buyback Program will depend on the existence of available funds at the time of the acquisition of the shares.