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THE BRIDGE TO EMERGING MARKETS.


COMPANY PROFILE Spice Private Equity Ltd is a Swiss investment company with exclusive focus on private equity investments in emerging markets. Spice Private Equity Ltd has over a decade of operating history and is managed by GP Advisors, part of the GP Investments Group. The company is listed on the SIX Swiss Exchange under the ticker symbol SPCE.


SPICE PRIVATE EQUITY LTD

CONTENT

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The Bridge to Emerging Markets

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WHO WE ARE

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WHAT SETS US APART

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HOW WE WORK

24

Addresses

THE BRIDGE TO EMERGING MARKETS. SPICE PRIVATE EQUITY PROVIDES INVESTORS WITH ACCESS TO ATTRACTIVE PRIVATE EQUITY OPPORTUNITIES IN EMERGING MARKETS.

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SPICE PRIVATE EQUITY LTD

SPICE PRIVATE EQUITY FOCUS ON EMERGING MARKETS IN ASIA PACIFIC, SUB-SAHARAN AFRICA AND LATIN AMERICA.


SPICE PRIVATE EQUITY LTD

THE BRIDGE TO EMERGING MARKETS

In trade and communications, our globe has become a village where everyone and everything is connected: 24/7, every day of the year. Yet in terms of investment activities, this only partially holds true. Yes, we can issue any kind of financial order that will circle the globe at the speed of light. We can trade on stock exchanges anywhere we choose by a simple click on our mobile device. And we can effortlessly find out about companies based in the remotest locations from any number of online data sources.

But do investors really know enough to invest in countries such as Thailand, the Philippines, Brazil, Colombia, Nigeria or Kenya – countries that have experienced strong economic growth in recent years, and will most likely continue to do so? The answer is probably no. This is where Spice Private Equity comes in. With the long-term investment expertise of our managers GP Advisors and the GP Investments Group, together with our premium network of investment partners all around the globe, we have the knowledge, the resources and the reach to invest in promising privately-owned companies in developing countries, in particular in Asia Pacific, Sub-Saharan Africa and Latin America. Emerging markets are Spice Private Equity’s unique investment focus: this is what makes us stand out among our peers. We are the bridge between your capital and investment opportunities that are available in the emerging markets.

Eduardo Leemann, Chairman

“With our network and our expertise we can bring together the capital needs in emerging markets and the capital resources of our global investors.” EDUARDO LEEMANN

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The As Syakirin mosque at the Kuala Lumpur City Center, Malaysia


WHO WE ARE SPICE PRIVATE EQUITY HAS A SIMPLE VISION: to be the preferred listed investment company for private equity in emerging markets.


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SPICE PRIVATE EQUITY LTD  LTD WHO WE ARE

ORGANIZATION THE BOARD OF DIRECTORS AND MANAGEMENT

Eduardo Leemann

Antonio Bonchristiano

David Pinkerton

Fersen Lambranho

EXAMPLES OF WHERE WE ALLOCATE OUR MONEY AT SPICE PRIVATE EQUITY WE INVEST IN EMERGING MARKET ECONOMIES THAT OFFER INVESTMENT OPPORTUNITIES IN A BROAD RANGE OF FIELDS, SUCH AS:

CONSUMER GOODS, TELECOMMUNICATIONS, EDUCATION, FINANCIAL SERVICES, INFRASTRUCTURE AND HEALTHCARE SERVICES.


WHO WE ARE  SPICE PRIVATE EQUITY LTD

“OUR FOCUS ON EMERGING MARKETS REFLECTS WHERE WE SEE THE BEST POTENTIAL RETURNS FOR OUR INVESTORS AND WHERE WE FEEL AT HOME WITH OUR ADVICE.” ANTONIO BONCHRISTIANO David Emery

THE BOARD OF DIRECTORS OF SPICE PRIVATE EQUITY LTD IS COMPRISED OF FIVE MEMBERS: EDUARDO LEEMANN Chairman of the Board, Zurich, Switzerland. CEO of Falcon Private Bank, Zurich; previously with Goldman Sachs and Bank Julius Baer. ANTONIO BONCHRISTIANO Deputy Chairman of the Board, São Paulo, Brazil. Member of the Board of Directors and CEO of GP Investments, São Paulo, Brazil; previously with Johnston Associates and Salomon Brothers, London. DAVID EMERY Member of the Board, Singapore. Founder and CEO of Reciprocus International PTE Ltd, a globally active M & A advisory boutique. Formerly on the management team of Dun & Bradstreet, with responsibility for the Asia Pacific region, business development, and mergers & acquisitions.

FERSEN LAMAS LAMBRANHO Member of the Board, London, UK. Chairman of GP Investments Ltd and member of the Investment Committee of GP Advisors (Bermuda) Ltd. More than 20 years of experience as a manager and board member in various companies in the financial, mining, real estate and retail industries. DAVID PINKERTON Member of the Board, Zurich, Switzerland. Chief Investment Officer of Falcon Private Bank; formerly Managing Director of the AIG Alternative Investments Group; over 20 years of experience in the private equity and hedge fund sectors.

“THE HIGH GROWTH POTENTIAL OF EMERGING ASIA HAS CREATED A STRONG DEMAND FOR PRIVATE EQUITY CAPITAL IN THIS REGION.” DAVID EMERY

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SPICE PRIVATE EQUITY LTD  WHO WE ARE

Henderson Waves Bridge, Singapore

OUR CORE VALUES

INTEGRITY TREATING ALL OUR STAKEHOLDERS FAIRLY. INVESTING IN ETHICALLY ACCEPTABLE COMPANIES. PAYING DUE AND FULL REGARD TO ALL LAWS AND REGULATIONS. TRANSPARENCY DISCLOSING OUR DECISION-MAKING AND PROCESSES. SHARING RELEVANT INFORMATION IN A TIMELY AND OPEN MANNER. HELPING OUR INVESTORS AND THE MARKET TO UNDERSTAND US AND OUR WORK. COMPETENCE KNOWING AND UNDERSTANDING THE MARKET. PROFESSIONALLY EXECUTING OUR STRATEGY AND ACTIONS. BEING WORLD-CLASS.

COMPANY Spice Private Equity is an investment company that was founded in 1999 and is listed on the SIX Swiss Exchange under the ticker symbol SPCE. In 2013, following a major restructuring, the company decided to focus on private equity in emerging markets and to increase its emphasis on Co-Investments and Secondary Fund Investments. Its shareholders include leading institutions based in both established and emerging markets. MANAGER Spice Private Equity is managed by GP Advisors out of Bermuda. GP Advisors is owned by GP Investments. INVESTMENT COMMITTEE GP Advisors’ Investment Committee can draw on over 60 years of aggregate experience in emerging markets and the private equity field. The Committee consists of Antonio Bonchristiano (São Paulo), Fersen Lambranho (London), Alvaro Lopes (New York) and David Salim (Zurich). MEMBERSHIP Spice Private Equity is a member of LPEQ, the London-based association of listed private equity companies.


WHO WE ARE   SPICE PRIVATE EQUITY LTD

David Salim

DAVID SALIM Chief Executive Officer, GP Advisors Before assuming the position of CEO of GP Advisors, Mr. Salim was the CEO of Spice Private Equity. Prior to this, he had held senior positions in investment banking and investment management with UBS and Swiss Life, including managing private equity investments as CEO of Swiss Life Private Equity Partners and serving as an advisor to family offices and institutional investors. He holds an MA from the School of Economics of the University of St. Gallen (HSG), Switzerland.

Guido Cornella

GUIDO CORNELLA Chief Financial Officer, GP Advisors Before joining GP Advisors in 2013, Guido Cornella served as a consultant with McKinsey & Company and as a financial executive and independent strategy consultant on private equity, banking and insurance projects. He holds an engineering degree from the Swiss Federal Institute of Technology in Zurich (ETHZ) and a PhD in materials science from Stanford University in California.

“ The ever-growing need of emerging markets for private equity will make the expertise and know-how to single out attractive investment opportunities even more demanding and indispensable than in the past.” DAVID SALIM

MANAGEMENT The Board of Directors of Spice Private Equity decided to outsource the investment management activities of the company in 2013. Spice Private Equity (Bermuda) Ltd entered into an investment management agreement in 2013 with GP Advisors (Bermuda) Ltd in respect to services to be provided for its investment portfolio. The investment management agreement empowers GP Advisors (Bermuda) Ltd to take investment decisions on behalf of Spice Private Equity (Bermuda) Ltd. The GP Advisors team has extensive experience in both direct and fund investments in emerging markets. It can also draw on the Latin American expertise of its parent company GP Investments, as well as on a further network of experts extending from the US to the UK and Asia to track and target investment opportunities in all relevant markets.

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SHAREHOLDER BASE GP INVESTMENTS NEWBURY PARTNERS FORTRESS INVESTMENT GROUP OTHERS SIX Financial Information (disclosure as of 31 December 2014), company disclosures.

31.7  % 13.4 % 13.4 % 41.5 %


Cape Town cityscape at the foot of Table Mountain, South Africa


WHAT SETS US APART SPICE PRIVATE EQUITY PROVIDES A SIMPLE AND LIQUID WAY for investors to benefit from the growth of emerging markets by investing in private companies.


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SPICE PRIVATE EQUITY LTD  WHAT SETS US APART

“Over the last five years, emerging markets have attracted over USD 200 billion in private equity investments. This is the universe Spice Private Equity Ltd is focusing on.” FERSEN LAMBRANHO

THE SPICE PRIVATE EQUITY GLOBAL FOOTPRINT

LONDON Fersen Lambranho

NEW YORK Alvaro Lopes 3 support staff

IC member GPI

ZURICH Eduardo Leemann David Pinkerton David Salim Guido Cornella 3 investm. professionals 1 support staff

BoD and IC member

BERMUDA 3 support staff 3 support staff

Chairman BoD member CEO GPA, IC member CFO GPA GPA GPA

GPA GPI

SINGAPORE David Emery

SAO PAULO Antonio Bonchristiano 30 investm. professionals 30 support staff 5 investor relations

BoD member

BoD and IC member GPI GPI GPI

BoD = Board of Directore; IC = Investment Committee GPA = GP Advisors; GPI = GP Investments

GP ADVISORS’ INVESTMENT COMMITTEE CAN DRAW ON OVER 60 YEARS OF AGGREGATE EXPERIENCE IN EMERGING MARKETS AND THE PRIVATE EQUITY FIELD.


WHAT SETS US APART  SPICE PRIVATE EQUITY LTD

ABOVE-AVERAGE GROWTH OF EMERGING MARKETS

OVER THE LAST DECADE, THE WORLD’S EMERGING MARKETS HAVE OUTPERFORMED ITS ADVANCED ECONOMIES IN TERMS OF PRODUCTION OUTPUT, TRADE AND GDP GROWTH. THIS TREND IS EXPECTED TO CONTINUE. AS A CONSEQUENCE, CAPITAL NEEDS IN THESE COUNTRIES WILL FURTHER INCREASE. It was against this background that the Spice Private Equity Board of Directors decided in 2013 to realign the company’s investment strategy and focus exclusively on emerging markets. And it is this that sets us apart from other listed private equity investment companies. To implement our strategy, we draw on the expertise of our fund managers GP Advisors, its Investment Committee, and a global network of additional specialist partners. As a result, we can benefit from in-depth local and regional knowledge and extensive connections in the markets we invest in.

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SPICE PRIVATE EQUITY LTD  WHAT SETS US APART

THE IMPORTANCE OF PRIVATE EQUITY IN EMERGING MARKETS

“Emerging markets private equity will be of increasing importance in any savvy investor’s portfolio in the coming years.” DAVID PINKERTON

Kenya, downtown Nairobi


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WHAT SETS US APART  SPICE PRIVATE EQUITY LTD

3 billion

ADDITIONAL MIDDLE CLASS CONSUMERS IN EMERGING MARKETS

Through the year 2019, a strong economic development with an average estimated GDP growth of 5.2 % will support the growth of the middle class in the emerging markets.

GDP GROWTH PROJECTIONS 2015–19 for developed and emerging markets in %

7% 6.6% 6%

5.8%

6.5%

6.5%

6.0%

5.9%

5.2%

5 % 5.0%

6.4%

6.3%

5.7%

5.5% 5.2%

5.2%

5.2%

3.1%

3.2%

2.4%

2.4%

2.3%

2.3%

2016

2017

2018

2019

4%

3%

3.3%

2.8% 2.3% 2.2%

2%

1%

0% 2015

Developed markets

Emerging markets

Sub-Saharan Africa

Latin America

Asia Pacific

GROWING MIDDLE CLASS WILL DRIVE DEMAND

SHARE OF PRIVATE EQUITY OF INVESTED CAPITAL

in millions of people 2009–30

in % of invested capital 4 884

5 000

1.6 %

4 500 1.23 %

4 000 3 249

1.2 %

3 500 3 000 0.81 %

2 500 1 845

2 213

3 882

0.8 %

2 000 1 500

843

0.4 % 1 000 500

0.19 %

1 002

1 036

1 002

2009

2020

2030

0

0.15 %

0.12 %

0.12 %

Brazil

Sub-Saharan Africa

0.0 %

Developed markets

Emerging markets

Over 3 billion consumers will be joining the middle class between 2009 and 2030, all in emerging markets.

Source: IMF World Economic Outlook 2014

USA

United Kingdom

Developed markets

India

China

Emerging markets

Private equity penetration in emerging markets lags behind mature markets, offering substantial room for catch-up and thus a world of investment opportunities.


Ponte Juscelino Kubitschek (JK Bridge), Brasilia, Brazil


HOW WE WORK SPICE PRIVATE EQUITY PROVIDES INVESTORS OF ALL SIZES with access to attractive private equity opportunities in emerging markets by supplying capital directly and indirectly to private companies and working in partnership with local investors. We also ensure liquidity through public markets.


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SPICE PRIVATE EQUITY LTD  LTD HOW WE WORK

THE SPICE PRIVATE EQUITY ORGANIZATIONAL STRUCTURE

GP INVESTMENTS

NEWBURY PARTNERS

FORTRESS ENTITIES

OTHER

(SHAREHOLDER)

(SHAREHOLDER)

(SHAREHOLDER)

SHAREHOLDERS

100 % GP ADVISORS LTD, ZURICH 

1

SPICE PRIVATE EQUITY LTD, ZUG*

2

100 % GP ADVISORS, (BERMUDA) LTD

100 % SPICE PRIVATE EQUITY

IC****

(BERMUDA) LTD**

3

1

Administration Agreement between GP Advisors Ltd, Zurich and Spice Private Equity Ltd

2

Advisory Agreement between GP Advisors Ltd, Zurich and GP Advisors (Bermuda) Ltd

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Investment Management Agreement between GP Advisors (Bermuda) Ltd and Spice Private Equity (Bermuda) Ltd

* Spice Private Equity Ltd, formerly APEN Ltd ** Spice Private Equity (Bermuda) Ltd, formerly APEN Bermuda EM Ltd *** Board of Directors **** Investment Committee

REGIONAL INVESTMENT BREAKDOWN OUR OBJECTIVE IS TO ALLOCATE OUR INVESTMENTS TO THE FOLLOWING REGIONS: (INDICATIVE TARGETED RANGES)

ASIA PACIFIC

25–75 %

SUB-SAHARAN AFRICA

0–50 %

LATIN AMERICA

0–50 %

OTHER EMERGING MARKETS

0–25 %

The large majority of investments will be a balanced mix of Direct Co-Investments and Secondary Fund Investments. Primary Fund Investments will represent a smaller portion with a strategic angle enhancing further investment opportunities.

BoD***


HOW WE WORK  SPICE PRIVATE EQUITY LTD

OUR INVESTMENTS THE GUIDELINES WE FOLLOW

THE INVESTMENT OBJECTIVE OF SPICE PRIVATE EQUITY LTD AND ITS SUBSIDIARY SPICE PRIVATE EQUITY (BERMUDA) LTD IS TO ACHIEVE LONG-TERM CAPITAL GROWTH FOR SHAREHOLDERS BY INVESTING IN PRIVATELY HELD OPERATING COMPANIES (“DIRECT INVESTMENTS”) AND IN PRIVATE EQUITY SPECIALIZED FUNDS (“FUND INVESTMENTS”) WITH A MAIN GEOGRAPHIC FOCUS ON EMERGING MARKETS. Both Direct Investments and Fund Investments are investments in private equity, which forms the only investment category of the Company. Investments will be made through the Subsidiary. Net profits will typically be reinvested.

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SPICE PRIVATE EQUITY LTD

ADDRESSES HOW TO CONTACT US

ORGANIZATION

ADDRESSES AND CONTACTS

Board of Directors Eduardo Leemann, Chairman Antonio Bonchristiano, Vice Chairman David Emery, Member Fersen Lambranho, Member David Pinkerton, Member

Spice Private Equity Ltd Industriestrasse 13c CH-6304 Zug Phone +41 41 710 70 60 Fax +41 41 710 70 64 info@spice-private-equity.com

Investment Committee Antonio Bonchristiano Fersen Lambranho Alvaro Lopes David Salim

Spice Private Equity (Bermuda) Ltd Clarendon House 2 Church Street Hamilton, HM 11 Bermuda

Auditors PricewaterhouseCoopers AG Birchstrasse 160 CH-8050 Zürich

www.spice-private-equity.com

KEY INFORMATION Swiss Security Number: 915.331 ISIN: CH0009153310 Ticker symbol: SPCE Reuters: SPCE.BN Bloomberg: SPCE:SW

Investor Relations Dr. Guido Cornella Investor & Media Relations GP Advisors Ltd Löwenstrasse 29 CH-8001 Zurich Phone +41 44 578 50 50 investor.relations@spice-private-equity.com


THE BRIDGE TO EMERGING MARKETS. www.spice-private-equity.com


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