Great Elm Group, Inc. · NASDAQ:GEG

Great Elm — Corporate Update (December 2020)

9 slides from Great Elm's corporate update, Dec 29, 2020

1. Slide 1: Great Elm Group, Inc. Strategic Transaction Conference Call

   Great Elm Group, Inc.Strategic Transaction Conference CallDecember 29, 2020 © 2021 Great Elm Group, Inc.

2. Slide 2: Disclaimer

   Disclaimer Statements in this presentation that are “forward-looking” statements, including statements regarding expected growth, profitability and outlook involve risks and uncertainties that may individually or collectively impact the matters described herein. Investors are cautioned not to place

3. Slide 3: Overview

   Overview Great Elm completed an internal reorganization on December 29, 2020. As part of the reorganization, a new holding company, Great Elm Group (NASDAQ:GEG) was created. Great Elm Capital Group, Inc. (NASDAQ:GEC) became a subsidiary of GEG and was renamed Forest Investments, Inc. (“Forest”). You

4. Slide 4: Change in Name and Ticker

   Change in Name and Ticker New Holding Company:Great Elm Group, Inc.(Nasdaq: GEG) The name of the new holding company, GEG, helps to distinguish it from our publicly-traded BDC, Great Elm Capital Corp. (NASDAQ: GECC)As part of the transaction, GEC stockholders shares were exchanged in a 1:1 ratioThe

5. Slide 5: Corporate Reorganization: How the Process Works

   Corporate Reorganization: How the Process Works Great Elm Group, Inc.(Nasdaq: GEG) GEC Became Forest As part of the internal reorganization, GEC became Forest Forest Issues Preferred Stock JPM provided financing in the form of an investment in $35 million of 9% preferred shares issued by Forest with

6. Slide 6: Corporate Reorganization: Accomplishing Strategic Objectives

   Increases funding for DME to pursue add-on acquisitions Refinances existing term loan debt Increases liquidity at Holding Company Great Elm Group, Inc.(Nasdaq: GEG) Ability to use existing NOLs unaffected Corporate Reorganization: Accomplishing Strategic Objectives

7. Slide 7: Organizational Overview: What GEG Owns

   DME Forest Investment Management GEG continues to own 80.1% of DME GEG owns 80.1% of entity which receives profits from managing Great Elm Capital Corp.Through its 100% ownership of GECM, GEG will receive 100% of profits of future funds GEG owns 80% of ForestForest owns preferred equity in DME (used

8. Slide 8: Organizational Overview: Alignment of Interest

   Employee Share Ownership Significant Alignment of Interest DirectorShare Ownership Employees of GEG/Great Elm Capital Management, Inc. (“GECM”) collectively own approximately 1.9 million shares of GEG, representing approximately 7% of GEG’s outstanding shares1 The directors of GEG beneficially own a

9. Slide 9: Appendix: Contact Information

   Investor RelationsAdam Prior The Equity Group Inc. +1 (212) 836-9606 aprior@equityny.com Appendix: Contact Information

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