G2D Investments, Ltd. (the “Company”) – Notice to Shareholders

Hamilton, Bermuda:  23th, November 2022 – In a filing with the Bermuda Stock Exchange (“BSX”), G2D Investments, Ltd. (the “Company”) (Ticker: G2DA.BH) provides the following notice.  The full filing stated:

G2D INVESTMENTS, LTD. (B3: G2DI33) (“Company” or “G2D”), in compliance with the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) ("CVM") Resolution no. 44, of August 23, 2021, hereby informs its shareholders and the general market that it is evaluating the possibility of conducting a potential subsequent underwritten follow on public offering of primary distribution with restricted placement efforts of depositary receipts (Brazilian Depositary Receipts) to be issued by Banco Bradesco S.A. (depositary institution), each representing one Class A common share of the Company, all nominative, registered, without par value, free and clear of any liens or encumbrances, of the sponsored Level III type ("BDR"), in Brazil, pursuant to Law no. 6.385, of December 7, 1976, as amended, and CVM Instruction no. 476, of January 16, 2009, as amended, with the possibility of restricted placement efforts abroad ("Potential Restricted Offering"). Within the scope of conducting preparatory work for the Potential Restricted Offering, the Company engaged Banco BTG Pactual S.A. and its international affiliates.

The Company has not yet made any decision regarding the Potential Restricted Offering, as well as its relevant terms and conditions, this decision being subject to several conditions, including obtaining the applicable corporate approvals, the existence of favorable politic and macroeconomic conditions in the Brazilian and international capital markets, interest of investors, the execution of the definitive agreements and other procedures inherent to public offerings in the form of the current regulations, among others which are beyond the Company’s control. The Company's controlling shareholders, GP Investments and Spice Private Equity, have informed the Company's management that they are considering participating in the Potential Restricted Offering, should it take place.

As of this date, no public offering for distribution of shares issued by the Company or BDRs is underway in Brazil, or in any other jurisdiction. If it is eventually duly carried out, the Potential Restricted Offering will be conducted in compliance with applicable laws and regulations.

This Material Fact and the information contained herein shall under no circumstances be considered as, nor constitute, an investment recommendation or an offer to sell, advertise, request or offer to buy securities of G2D, in Brazil or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction, being exclusively informative in nature, under the terms of the legislation in force. Any information contained herein shall not be published, transmitted, disclosed, distributed, or disseminated, directly or indirectly, in any other jurisdiction.

The Company will keep its shareholders and the market in general informed, in line with the best corporate governance practices and in strict compliance with the legislation in force, about any material developments and relevant updates in relation to the matters addressed herein through its usual channels for disclosure of periodic and eventual information, which can also be obtained through the websites of CVM (www.gov.br/cvm), B3 (www.b3.com.br), BSX (www.bsx.com) and the Company itself

(ri.g2d-investments.com).

São Paulo, November 22, 2022.

Carlos Estellita Cavalcanti Pessoa Filho

Investor Relations Director

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About the BSX

The Bermuda Stock Exchange (the BSX) is the global leading exchange for the listing of insurance linked securities (ILS) and specialises in listing services for ILS, debt, funds, derivative warrants, equities and structured securities. With over 1,300 securities listed, the BSX is uniquely positioned between Europe and the Americas to deliver speed to market for international issuers. Part of the MIAX Exchange Group, the BSX facilitates electronic trading and settlement and operates the Bermuda Securities Depositary platform.  Established in 1971, the BSX is a member of the World Federation of Exchanges, an associate member of IOSCO, holds Designated Offshore Securities Market (DOSM) status from the US SEC and is a recognised exchange in the UK, Ireland, Canada and Australia for tax purposes. To learn more about the BSX visit https://www.bsx.comand or contact info@bsx.com