GP INVESTMENTS, LTD.

MATERIAL FACT

GP Investments, Ltd., a company headquartered at 16 Burnaby Street, Hamilton, HM 11, Bermuda ("GP"), whose Class A shares are traded on B3 S.A. - Brasil, Bolsa, Balcão ("B3") in the form of Brazilian Depositary Receipts ("BDRs"), hereby announces that its subsidiary GPIC, LLC has executed a Voting and Other Covenants Agreement with THB JV S.À.R.L ("THB") ("Voting Agreement"), through which GPIC LLC undertook to launch a voluntary tender offer ("Tender Offer") for the purchase of ordinary shares of BR Properties S.A. ("BR Properties" or "Company") and THB undertook to cause the shareholder GP Capital Partners VI, L.P. ("GPCP VI" or "Seller"), a limited partnership managed by GP Investments VI (Cayman), Ltd. and controlled by THB, to sell, in the context of the Tender Offer, the common shares issued by BR Properties held by the Seller, that constitute approximately 60.166% of the Company's voting and total capital stock.

Pursuant to the conditions of the Voting Agreement, the Tender Offer should be launched under the following terms: (a) offer for shares representing 100% of the Company's voting and total capital stock, if the Company's voluntary exit from the Novo Mercado ("Novo Mercado Exit") is approved in a Company's shareholder's' meeting or (b) offer for shares representing 74.5% of the Company's voting and total capital stock, if the Novo Mercado Exit is rejected in a Company's shareholder's' meeting. In either case, (a) or (b), the purchase price per share will be R$1.60 ("Offer Price"), payable in cash. For purposes of clarification, since the launch of the Tender Offer is conditional on the approval and fulfillment of the capital reduction to be deliberated at BR Properties' shareholder's' meeting, convened to January 24, 2023, the Offer Price already considers the impact of this capital reduction, and is prior to the reverse stock split, that will be deliberated at the same shareholder's' meeting.

GPCP VI, in the capacity of shareholder of the Company and pursuant to article 123, sole paragraph (c), of Law No. 6,404/76, will request the Company to call and hold a shareholders' meeting as soon as possible for the resolution of: (i) the removal of poison pill references from the Company's bylaws and (ii) the Company's voluntary exit from Novo Mercado, with the waiver of a tender offer for the purchase of shares, which effects will be conditioned upon the success of the offer.

January 13, 2023

Rodrigo Boscolo

Chief Financial and Investor Relations Officer

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GP Investments Ltd. published this content on 17 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2023 20:59:03 UTC.