Goldman Sachs Partnership Agreement

Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association have agreed to coordinate their common shares in the same manner as the majority of the common shares held by Goldman Sachs executives. The commitments made by Sumitomo Bank Capital Markets, Inc. and Kamehameha Activities Association under the voting agreements are enforceable by The Goldman Sachs Group, Inc. Leaders are not entitled to the application of voting agreements. Below are descriptions of the main provisions of the agreements and other documents that are reviewed below. However, they should relate to the exhibitions that are part of the registration declaration in order to obtain a copy of each agreement and document. See “Available Information”. It is a document that offers a lot to chew for anyone interested in corporate governance, the dynamism of shareholder-managers and the agency problems that arise when the interests of owners and managers come into conflict. For example, the partners promise not to sell too many of their shares — at least 25 percent for regular partners and 75 percent for some senior executives, including likely President and CEO Lloyd Blankfein, President and CEO Gary Cohn and Chief Executive Officer David Viniar, who lead the committee that implements the shareholder agreement.

However, transmission limitations are strange in that they only apply to shares acquired after the partner`s position, which can dilute their effectiveness. The exemption instrument also provides that Goldman Sachs exempts any releaseee from indemnification from any act, remedy or other claim, the Goldman Sachs Group, L.P. Goldman Sachs may eventually be succeeded by The Goldman Sachs Group, L.P., due to the partnership of a subject to indemnification or other interest in Goldman Sachs Group. L.P. or certain of its related businesses or subsidiaries, or resulting from the conduct of such subject to indemnification during the operations of Goldman Sachs Group, L.P. or its related companies or subsidiaries. From the outset, perhaps the most interesting feature of the agreement is the obligation to coordinate at the same pace. Before each proxy vote, Goldman`s partners conduct a kind of straw poll among themselves – and then vote all their shares by majority. Even though they hold only 11.2% of the company`s shares – up from 48.3% in the IPO, but up from 8.2% in 2009 – this makes them a strong force. Under Goldman Sachs` newly established articles of association, a director of the company has the right, in accordance with paragraph 9, to enter into an agreement based on (a) the interests of the shareholders, (b) the interests of the partners or (c) any other additional factor that the director deems appropriate. .

. .