GP Investments : Material Fact – Share Buyback Program

March 10th, 2017 - GP Investments, Ltd., with registered office at 129, Front Street, Penthouse, Hamilton HM 12, Bermuda (the "Company"), hereby announces that the Company's Board of Directors has approved the acquisition as treasury shares of up to 7,466,560 of the Company's Class A shares (which constitute approximately 10% of the Company's free float on this date), including shares in the form of Brazilian Depositary Shares evidenced by Brazilian Depositary Receipts ("BDRs") (the "Treasury Shares Acquisition"). The acquisition period for the Treasury Shares Acquisition will be 18 months and shall commence on March 9th, 2017 and end on September 9th, 2018 (the "Acquisition Period").

The acquisition price for the Treasury Shares Acquisition will be the market price quoted on the date of each transaction during the Acquisition Period. Any acquisition will be made on Luxembourg Stock Exchange (in respect the Class A Shares) and BM&FBOVESPA (in respect of the BDRs) at prevailing open market prices and paid out of general corporate funds via one of the following securities dealers and brokers: 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., Goldman Sachs do Brasil Corretora de Títulos e Valores Mobiliários S.A., Bradesco S.A. CTVM, ICAP do Brasil CTVM Ltda., XP Investimentos CCTVM S.A. and Barclays Corretora de Títulos e Valores Mobiliários S.A.