PROXY PAPER GOLDMAN SACHS GROUP INC.

NYSE: GS ISIN: US38141G1040

MEETING DATE: 21 MAY 2015 DOW JONES INDUSTRIAL AVERAGE; S&P GLOBAL 100; RUSSELL 3000; RUSSELL RECORD DATE: 23 MARCH 2015 INDEX MEMBERSHIP: 1000; S&P 100; S&P 500; DOW JONES COMPOSITE AVERAGE; FTSE4GOOD PUBLISH DATE: 01 MAY 2015 GLOBAL INDEX; DJSI NA

SECTOR: FINANCIALS COMPANY DESCRIPTION The Goldman Sachs Group, Inc. provides investment INDUSTRY: CAPITAL MARKETS banking, securities, and investment management COUNTRY OF TRADE: UNITED STATES services to corporations, financial institutions, governments, and high-net-worth individuals worldwide. COUNTRY OF INCORPORATION: UNITED STATES HEADQUARTERS: NEW YORK

VOTING IMPEDIMENT: NONE

DISCLOSURES: REFER TO APPENDIX REGARDING CONFLICT OF INTERESTS

OWNERSHIP COMPANY PROFILE COMPENSATION PREVIOUS BOARD PEER COMPARISON VOTE RESULTS APPENDIX

2015 ANNUAL MEETING

PROPOSAL ISSUE BOARD GLASS LEWIS CONCERNS

1.00 Election of Directors FOR FOR 1.01 Elect Lloyd C. Blankfein FOR FOR

1.02 Elect M. Michele Burns FOR FOR

1.03 Elect Gary D. Cohn FOR FOR

1.04 Elect Mark Flaherty FOR FOR

1.05 Elect William W. George FOR FOR

1.06 Elect James A. Johnson FOR FOR

1.07 Elect Lakshmi N. Mittal FOR FOR

1.08 Elect Adebayo O. Ogunlesi FOR FOR

1.09 Elect Peter Oppenheimer FOR FOR

1.10 Elect Debora L. Spar FOR FOR

1.11 Elect Mark E. Tucker FOR FOR

1.12 Elect David A. Viniar FOR FOR

1.13 Elect Mark O. Winkelman FOR FOR

2.00 Advisory Vote on Executive Compensation FOR FOR

3.00 2015 Stock Incentive Plan FOR FOR

4.00 Ratification of Auditor FOR FOR

5.00 Shareholder Proposal Regarding Counting Abstentions AGAINST AGAINST Shareholder Proposal Regarding Report on 6.00 Compensation in the Event of Resignation for AGAINST AGAINST Government Service Shareholder action by written consent 7.00 Shareholder Proposal Regarding Right to Act by Written AGAINST FOR enables shareholders to take action on Consent important issues that arise between annual meetings

GS May 21, 2015 Annual Meeting 2 Glass, Lewis & Co., LLC SHARE OWNERSHIP PROFILE

SHARE BREAKDOWN

1 SHARE CLASS Common Stock SHARES OUTSTANDING 450.9 M VOTES PER SHARE 1 INSIDE OWNERSHIP 2.10% STRATEGIC OWNERS** 2.20% FREE FLOAT 90.20%

SOURCE CAPITAL IQ AND GLASS LEWIS. AS OF 30-APR-2015 TOP 20 SHAREHOLDERS

HOLDER OWNED* COUNTRY INVESTOR TYPE 1. BlackRock, Inc. 5.39% United States Traditional Investment Manager 2. State Street Global Advisors, Inc. 5.37% United States Traditional Investment Manager 3. The Vanguard Group, Inc. 4.70% United States Traditional Investment Manager 4. Capital Research and Management Company 3.19% United States Traditional Investment Manager 5. Citigroup Inc.,Banking and Securities Investments 3.14% United States Bank/Investment Bank 6. Massachusetts Financial Services Company 2.72% United States Traditional Investment Manager 7. Dodge & Cox 2.60% United States Traditional Investment Manager 8. Northern Trust Global Investments 1.24% United States Traditional Investment Manager 9. Lansdowne Partners Limited 1.24% United Kingdom Hedge Fund Manager/CTA 10. BNY Mellon Asset Management 1.06% United States Traditional Investment Manager 11. Harris Associates L.P. 0.91% United States Traditional Investment Manager 12. Fidelity Investments 0.76% United States Traditional Investment Manager 13. Columbia Management Investment Advisers, LLC 0.73% United States Traditional Investment Manager 14. Prudential Investment Management, Inc. 0.72% United States Traditional Investment Manager 15. Geode Capital Management, LLC 0.72% United States Traditional Investment Manager 16. Invesco Ltd. 0.70% United States Traditional Investment Manager 17. JPMorgan Asset Management Holdings Inc. 0.70% United States Traditional Investment Manager 18. Manulife Asset Management 0.66% Canada Traditional Investment Manager 19. Institutional Capital LLC 0.65% United States Traditional Investment Manager 20. AllianceBernstein L.P. 0.64% United States Traditional Investment Manager

*COMMON STOCK EQUIVALENTS (AGGREGATE ECONOMIC INTEREST) SOURCE: CAPITAL IQ. AS OF 30-APR-2015 **CAPITAL IQ DEFINES STRATEGIC SHAREHOLDER AS A PUBLIC OR PRIVATE CORPORATION, INDIVIDUAL/INSIDER, COMPANY CONTROLLED FOUNDATION, ESOP OR STATE OWNED SHARES OR ANY HEDGE FUND MANAGERS, VC/PE FIRMS OR SOVEREIGN WEALTH FUNDS WITH A STAKE GREATER THAN 5%. SHAREHOLDER RIGHTS

MARKET THRESHOLD COMPANY THRESHOLD1 VOTING POWER REQUIRED TO CALL A SPECIAL MEETING N/A 25.0% VOTING POWER REQUIRED TO ADD AGENDA ITEM 1.0%2 1.0%2 VOTING POWER REQUIRED FOR WRITTEN CONSENT N/A N/A

1N/A INDICATES THAT THE COMPANY DOES NOT PROVIDE THE CORRESPONDING SHAREHOLDER RIGHT. 2SHAREHOLDERS MUST OWN THE CORRESPONDING PERCENTAGE OR SHARES WITH MARKET VALUE OF AT LEAST $2,000 FOR AT LEAST ONE YEAR.

GS May 21, 2015 Annual Meeting 3 Glass, Lewis & Co., LLC COMPANY PROFILE

1 YR TSR 3 YR TSR AVG. 5 YR TSR AVG. GS 10.8% 30.8% 4.1% S&P 500 INDEX 13.7% 20.4% 15.5% PEERS* 12.0% 30.4% 10.3% FINANCIALS

MARKET CAPITALIZATION (MM USD) 84,422 ENTERPRISE VALUE (MM USD) 428,990 REVENUES (MM USD) 34,528

ANNUALIZED SHAREHOLDER RETURNS. *PEERS ARE BASED ON THE INDUSTRY SEGMENTATION OF THE GLOBAL INDUSTRIAL CLASSIFICATION SYSTEM (GICS). FIGURES AS OF 31-DEC-2014. SOURCE: CAPITAL IQ

CHANGE IN CEO PAY* 1 YR 3 YR 5 YR 11% 37% N/A EXECUTIVE *SOURCE: EQUILAR. SIMPLE AVERAGE CALCULATION. SAY ON PAY FREQUENCY 1 Year P4P 2014 D COMPENSATION GLASS LEWIS STRUCTURE RATING Fair GLASS LEWIS DISCLOSURE RATING Fair SINGLE TRIGGER CIC VESTING No EXCISE TAX GROSS-UPS No CLAWBACK PROVISION Yes OVERHANG OF INCENTIVE PLANS 13.30%

2013 2012 2011 EEOC FINES N/A N/A N/A EPA FINES 0 0 0 LOBBYING EXPENDITURES 3,630,000 3,540,000 4,350,000

% OF WOMEN IN THE WORKPLACE 36% ENVIRONMENTAL RESPONDED TO CDP Responded - Answered questionnaire

GRI-COMPLIANT SUSTAINABILITY REPORT REGULARLY DISCLOSES TOTAL AMOUNT & SOCIAL OF CORPORATE POLITICAL UN GLOBAL COMPACT SIGNATORY CONTRIBUTIONS HUMAN RIGHTS POLICY CONFORMS HAS GHG EMISSIONS TARGET WITH ILO OR UN DECLARATION ON HUMAN RIGHTS DISCLOSES TOTAL WATER USE NON-DISCRIMINATION POLICY INCLUDES = Applies. Source: IW Financial GENDER IDENTITY AND/OR GENDER EXPRESSION

ELECTION METHOD Majority w/ Resignation Policy CEO START DATE June 2006 BOARD & AVERAGE NED STAGGERED BOARD No 5 years MANAGEMENT TENURE COMBINED CHAIRMAN/CEO Yes

ANTI-TAKEOVER POISON PILL No MEASURES APPROVED BY SHAREHOLDERS/EXPIRATION DATE N/A; N/A

AUDITOR: PRICEWATERHOUSECOOPERS TENURE: 21 YEARS AUDITORS MATERIAL WEAKNESS(ES) IDENTIFIED IN PAST 12 MONTHS No RESTATEMENT(S) IN PAST 12 MONTHS No

CURRENT AS OF MAY 01, 2015

GS May 21, 2015 Annual Meeting 4 Glass, Lewis & Co., LLC PAY-FOR-PERFORMANCE

Goldman Sachs Group's executive compensation received a D grade in our proprietary pay-for-performance model. The Company paid more compensation to its named executive officers than the median compensation for a group of companies selected using Equilar's market based peer algorithm.The CEO was paid more than the median CEO compensation of these peer companies. Overall, the Company paid more than its peers, but performed moderately better than its peers.

FY 2014 CEO COMPENSATION SALARY: $2,000,000 HISTORICAL COMPENSATION GRADE FY 2014: D GDFV EQUITY: $14,700,158 FY 2013: F NEIP/OTHER: $7,659,176 FY 2012: D TOTAL: $24,359,334

FY 2014 PAY-FOR-PERFORMANCE GRADE 3-YEAR WEIGHTED AVERAGE COMPENSATION

EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY SHAREHOLDER WEALTH AND BUSINESS PERFORMANCE

EQUILAR GS Morgan Stanley* Deutsche Bank AG Citigroup Inc.* Credit Suisse Group Bank of America Corporation* AG Wells Fargo & Company* Barclays PLC JPMorgan Chase & Co.* UBS AG American Express Company* Greenhill & Co., Inc. U.S. Bancorp Capital One Financial Corporation MetLife, Inc. Prudential Financial, Inc. The Bank of New York Mellon Corporation FBR & Co. American International Group, Inc. Anthem, Inc. *ALSO DISCLOSED BY GS Analysis for the year ended 12/31/2014. Performance measures, except ROA and ROE, are based on the weighted average of annualized 1, 2, and 3 year data. Compensation figures are weighted average 3-year data calculated by Glass Lewis based on information disclosed by the Company and its peers in their proxy filings. For Canadian peers, equity awards are normalized using the grant date exchange rate and cash compensation data is normalized using the fiscal year average exchange rate.

Equilar peers are updated in January and July. Peer data is based on public information, as well as information provided to Equilar during its open submission periods. The “Peers Disclosed by Company” data is based on public information only. Glass Lewis may exclude certain peers from the Pay for Performance analysis based on factors such as trading status and/or data availability. For details of exclusion criteria, go to:www.glasslewis.com . For more information about Equilar peer groups, go to: www.equilar.com

GS May 21, 2015 Annual Meeting 5 Glass, Lewis & Co., LLC 1.00: ELECTION OF DIRECTORS

PROPOSAL REQUEST: Election of thirteen directors RECOMMENDATIONS & CONCERNS: ELECTION METHOD: Majority w/ Resignation Policy FOR- Blankfein L. Burns M. Cohn G. Flaherty M. George W. Johnson J. Mittal L. Ogunlesi A. Oppenheimer P. Spar D. Tucker M. Viniar D. Winkelman M.

NOT UP- None

BOARD OF DIRECTORS

NAME UP AGE GLASS LEWIS COMPANY OWNERSHIP** COMMITTEES TERM TERM YEARS CLASSIFICATION CLASSIFICATION START END ON AUDIT COMP GOV NOM RISK BOARD

Lloyd C. Blankfein* Not Insider 1 ·CEO 60 Independent Yes 2003 2015 12 ·Chairman Not Gary D. Cohn* 54 Insider 2 Yes 2006 2015 9 Independent Not David A. Viniar 59 Affiliated 3 Yes 2013 2015 2 Independent M. Michele Burns 57 Independent Independent Yes C 2011 2015 4 Mark Flaherty 55 Independent Independent Yes 2014 2015 1 William W. George 72 Independent Independent Yes 2002 2015 13 James A. Johnson 71 Independent Independent Yes C 1999 2015 16 Lakshmi N. Mittal* 64 Independent 4 Independent Yes 2008 2015 7 Adebayo O. Ogunlesi 61 Independent 5 Independent Yes C C 2012 2015 3 Peter Oppenheimer 52 Independent Independent Yes C 2014 2015 1 Debora L. Spar 51 Independent 6 Independent Yes 2011 2015 4 Mark E. Tucker* 57 Independent Independent Yes 2012 2015 3 Mark O. Winkelman 68 Independent 7 Independent Yes 2014 2015 1

C = Chair, * = Public Company Executive, = Withhold or Against Recommendation

1. Chairman and CEO. 2. President and COO. 3. Former executive vice president and CFO (until January 31, 2013). 4. Chairman, CEO and significant beneficial owner of ArcelorMittal, which received various financial services from the Company in fiscal year 2014. In addition, in 2015 the Company acted as an underwriter for a combined €900 million of debt offerings by ArcelorMittal. 5. Lead director. Chairman and managing partner of Global Infrastructure Partners, LLC., which manages a fund that sold assets to certain third parties in 2014; these third parties partially funded these purchases through equity and debt offerings that were underwritten by the Company. 6. President of Barnard College, which received donations from the Company equivalent to less than 0.30% of Barnard's gross revenues in 2014. 7. Former limited partner (Until 1999).

**Percentages displayed for ownership above 5%, when available

GS May 21, 2015 Annual Meeting 6 Glass, Lewis & Co., LLC ATTENDED AT NAME LEAST 75% OF ADDITIONAL PUBLIC COMPANY DIRECTORSHIPS MEETINGS

Lloyd C. Blankfein Yes None Gary D. Cohn Yes None David A. Viniar Yes None M. Michele Burns Yes (3) Cisco Systems, Inc.; Alexion Pharmaceuticals, Inc.; Etsy, Inc. Mark Flaherty N/A None William W. George Yes (1) Exxon Mobil Corporation James A. Johnson Yes (2) Target Corporation; Forestar Group Inc. Lakshmi N. Mittal Yes (1) ArcelorMittal S.A. Adebayo O. Ogunlesi Yes (2) Callaway Golf Company; Kosmos Energy Ltd. Peter Oppenheimer Yes None Debora L. Spar Yes None Mark E. Tucker Yes (1) AIA Group Limited Mark O. Winkelman N/A (1) Anheuser-Busch InBev N.V.

MARKET PRACTICE

INDEPENDENCE AND COMPOSITION GS* REQUIREMENT BEST PRACTICE

Independent Chairman No No1 Yes5 Board Independence 77% Majority2 66.7%5 Audit Committee Independence 100% ; Independent Chair 100%3 100%5 Compensation Committee Independence 100% ; Independent Chair 100%2 100%5 Nominating Committee Independence 100% ; Independent Chair 100%2 100%5 Percentage of women on board 15% N/A4 N/A Directors' biographies DEF14A; Page 16

* Based on Glass Lewis Classification 1. NYSE Listed Company Manual 3. Securities Exchange Act Rule 10A-3 and NYSE listing rules 2. Independence as defined by NYSE listing rules 4. No current marketplace listing requirement 5. CII

Glass Lewis believes that boards should: (i) be at least two-thirds independent; (ii) have standing compensation and nomination committees comprised solely of independent directors; and (iii) designate an independent chairman, or failing that, a lead independent director. GLASS LEWIS ANALYSIS

We believe it is important for shareholders to be mindful of the following: FISCAL 2014 PERFORMANCE AND 2015 STRESS TEST RESULTS The Company reported increased earnings of approximately $8.5 billion ($17.07 per share) and book value per share of $163.01 in 2014, versus roughly $8 billion and $152.48 in 2013, respectively. The Company's 2014 return on equity was 11.2%, which bettered the Company's 2013 ROE of 11%. On March 11, 2015, the Federal Reserve released the results from its annual Comprehensive Capital Analysis and Review ("CCAR") meant to evaluate the capital planning processes and capital adequacy of the largest U.S-based bank holding companies. The Federal Reserve did not object to the Company's capital plans, which included an increase in its quarterly dividend by $0.05 per share to $0.60 per share. In addition, the Company repurchased approximately 31.8 million shares of common stock for a total cost of approximately $5.47 billion during fiscal year 2014. LEGAL PROCEEDINGS AND REGULATIONS In the Company's most recent Form 10-K, filed on February 23, 2015, the Company states that it faces significant legal risks and that the volume of claims and amount of damages and penalties claimed in litigation and regulatory proceedings

GS May 21, 2015 Annual Meeting 7 Glass, Lewis & Co., LLC against financial institutions remains high. Accordingly, the Company notes that its net provisions for litigation and regulatory proceedings were $754 million in 2014, compared with $962 million in 2013. The Company states that these net provisions primarily related to mortgage related matters. Mortgage Related Litigation As discussed in last year's Proxy Paper, in April 2010 the SEC brought a civil action under the federal securities laws against the Company and one of its employees in connection with a collateralized debt obligation ("CDO") offering made in early 2007. The employee, Fabrice Tourre, was a vice president in the bank's mortgage operation and was principally responsible for structuring and marketing a synthetic CDO known as "Abacus". According to the SEC's complaint, Mr. Tourre worked with the hedge fund Paulson & Co. ("Paulson") in creating Abacus, and then misled investors as to the safety of investing in Abacus, while maintaining contrary investment positions themselves. In July 2010, the Company agreed to pay a $550 million fine to resolve the government's civil action, but the Company continues to receive requests for information and/or subpoenas from regulators and law enforcement authorities relating to mortgage-related securities. The Company states that it is cooperating with these regulators and other authorities, including in some cases agreeing to the tolling of the relevant statute of limitations. The Company also states that is subject to a class action lawsuit related to asset-backed certificates issued by various securitization trusts established and underwritten by the Company. While the complaint seeks unspecified damages, the securitization trusts issued and underwritten by the Company had principal amounts of approximately $11 billion. Furthermore, the Company notes that various other parties have filed complaints or summonses with notice in state and federal court or initiated arbitration proceedings against the Company and its affiliates. The Company states that the aggregate amount of mortgage-related securities sold to plaintiffs in active and threatened cases with regards to these complaints was approximately $6.6 billion. Settlement of MF Global Litigation The Company is among numerous underwriters named as defendants in class action complaints generally alleging that the offering materials for two offerings of MF Global Holdings Ltd. convertible notes (aggregating approximately $575 million in principal amount), failed to describe adequately the nature, scope and risks of MF Global’s exposure to European sovereign debt, in violation of the disclosure requirements of the federal securities laws. The Company states that it underwrote an aggregate principal amount of approximately $214 million worth of the MF Global notes. On December 12, 2014, the court preliminarily approved a settlement resolving the class action, and on January 5, 2015, the court entered an order effectuating the settlement of all claims against the Company in the individual action. As a result of the settlement, the Company alongside other defendants paid a total of $74 million to settle the lawsuit. Effect of Volcker Rule In December 2013, the final provisions of the Volcker Rule (i.e., the provisions of the Dodd-Frank Act prohibiting banks from engaging in proprietary trading and restricting private equity hedge fund activities) were adopted. The Company states that it is currently redeeming certain of its interests in hedge funds to comply with the Volcker Rule. Since March 2012, the firm has redeemed approximately $2.97 billion of these interests in hedge funds, including approximately $762 million during 2014 and $1.15 billion during 2013. BOARD CHANGES In July 2014, Adebayo O. Ogunlesi replaced James J. Schiro as the board's lead independent director. In addition, Mark Flaherty and Mark Winkelman both joined the board in December 2014 and Claes Dahlback has chosen not to stand for re-election at the 2015 annual meeting. LEAD DIRECTOR'S LETTER TO SHAREHOLDERS As highlighted in our Proxy Paper from last year, following an unsuccessful effort to exclude from the 2012 annual meeting agenda a shareholder proposal seeking to separate the roles of chairman and CEO, the Company agreed to several governance reforms. One such reform was the inclusion of a letter in the Company's annual proxy statement from the Company's lead independent director, highlighting the board's key areas of focus over the past year. This year's letter from Mr. Ogunlesi covered the following areas of the board's functions: Engagement: Mr. Ogunlesi states that following his assumption of the lead director role he met with many of the Company's largest shareholders, representing approximately 35% of the Company's shares outstanding. A number of topics, including board composition, board leadership structure, succession planning, executive compensation and the impact of regulation and reputational risk were discussed at this meeting. Mr. Ogunlesi states that the board listened closely to shareholders' inputs on these matters, and made changes that advance the shared goal of

GS May 21, 2015 Annual Meeting 8 Glass, Lewis & Co., LLC building an increasingly valuable and enduring firm. Board Effectiveness: Mr. Ogunlesi states that the board used its change in leadership to take a fresh look at the board's effectiveness and chose to enhance the board's self-evaluation process this year. The board also added an individual assessment of director performance, and that these evaluations, coupled with the one-on-one meetings conducted between Mr. Ogunlesi and each of non-employee director, provided invaluable feedback on the operation of the board and committees that translates into specific changes. Change to Committee Sizes: Over the past year, the board conducted an additional analysis of its historical committee structure, which had consisted of each of the board's independent directors serving on each standing committees. The board decided that more focused committees would enable each director to expand his or her focus and expertise in critical areas of the board’s oversight, such as audit, risk and compensation. Further, in recognition of the exceedingly important work of the public responsibilities subcommittee, it was changed from a subcommittee to a standing committee of the board. Board Composition: Mr. Ogunlesi states that the review of the board’s composition is an ongoing, year-round process, focused on ensuring that our board has the right mix of skills and qualifications to carry out its duties. Two new directors joined the board, Messrs. Flaherty and Winkelman, who are each also members of the audit, governance and risk committees. Meanwhile, Mr. Dahlbäck, has chosen not to seek re-election to the board. BUSINESS RELATIONSHIPS WITH DIRECTOR MITTAL As discussed in previous Proxy Papers, director Mittal is the chairman, CEO and approximately 40% owner of steel producer ArcelorMittal S.A., which engages in various transactions with the Company. The Company currently participates in two existing credit facilities for ArcelorMittal, which were restructured in 2013. Under a $2.4 billion five-year ArcelorMittal credit facility, the Company has agreed to lend ArcelorMittal up to approximately $185 million at an interest rate of Libor + 175 basis points. Under a $3.6 billion two-year ArcelorMittal facility, the Company has agreed to lend ArcelorMittal up to approximately $26 million at an interest rate of Libor + 150 basis points. The Company has not made a loan under any of these facilities to date. In addition, in 2015, the Company acted as an underwriter for a combined €900 million of debt offerings by ArcelorMittal. In addition, we note that, Mr. Mittal's relationship with the Company precedes his joining the board in 2008 as the Company provided a fairness opinion in 2007 to ArcelorMittal related to the merger of Arcelor and Mittal, specifically regarding a reduction in the exchange ratio for some shareholders (ArcelorMittal Press Release. "Arcelor Mittal announces further details on legal merger process." May 16, 2007). The merger terms remain a point of contention among some ArcelorMittal shareholders, with lawsuits alleging injury stemming from a shift in the exchange ratio in the merger from a previous offer by Mittal Steel. At this time, we do not believe that these relationships necessarily impair Mr. Mittal's independence, but we think shareholders may benefit if the Company limited its client relationships with these directors. DISCLOSURE OF EXECUTIVE PARTICIPATION IN COMPANY MANAGED FUNDS More so than most public companies, and perhaps more so than any other publicly traded investment bank, the economic value insiders derive from their employment at Goldman comes from sources other than direct salary, annual incentives, and equity compensation. As disclosed in the proxy statement, employees can invest in or alongside funds that are managed or sponsored by the Company for independent investors. In certain of the funds, directors and executive officers own in the aggregate more than 10% of total fund holdings. Certain of these funds provide investors with an interest in the excess returns the Company receives for managing the funds, for independent investors, when the fund's performance exceeds a set threshold. The funds generally do not require employees to pay management fees and do not deduct overrides from fund distributions. In 2014, the following Company executives received the following approximate aggregate distributions (including overrides) from such funds, respectively: Lloyd Blankfein (Chairman and CEO): $23.6 million Gary Cohn (Director, President and COO): $9.28 million Harvey Schwartz (CFO): $3.68 million David Viniar (Director and Former Executive VP and CFO): $13.8 million John Weinberg (Vice Chairman): $6.64 million Gregory Palm (General Counsel): $19.3 million Alan Cohen (Global Head of Compliance): $532,000 The Company does not identify the funds from which these profits were derived. We recognize the Company's need to attract and retain talented employees. And we acknowledge that the Company has always made such investment opportunities available to its executives. Further, the Company notes "[i]nvestment decisions for the Employee Funds are made by the investment teams or committees that are fiduciaries for such funds, and no executive officers are members of

GS May 21, 2015 Annual Meeting 9 Glass, Lewis & Co., LLC such investment teams or committees." (Company DEF 14A, P. 86) However, given these significant returns, potentially large insider ownership and lack of information about the investment objectives of these funds, shareholders may be curious as to whether there is any risk these investment opportunities may potentially conflict with the performance incentives for insiders of the Company's compensation programs. Therefore, while not a material issue, we believe shareholders should encourage the Company to provide more information regarding the funds in which Company insiders have significant interests so that shareholders may judge how such interests relate to the overall performance of the Company. PAY-FOR-PERFORMANCE CONCERNS Our pay-for-performance analysis indicates that the Company has been deficient in aligning pay with performance. Based on our analysis of the Company's overall executive compensation policies and disclosure in Proposal 2, we refrain from recommending to vote against members of the compensation committee at this time given the performance of the Company and the positive compensation changes made since last year. However, we believe shareholders should closely monitor the Company's executive compensation practices going forward. MR. JOHNSON'S PRIOR SERVICE AT PUBLIC COMPANIES Director Johnson previously served as CEO and chairman of the board of Fannie Mae. In several previous Proxy Papers, we noted concerns regarding his tenure at Fannie Mae, in particular Fannie Mae's failure to recognize $200 million in expenses in the appropriate periods, which had the effect of allowing executives to meet a target for maximum bonus payouts (including $1.932 million to Mr. Johnson). Additionally, Mr. Johnson served as a non-employee director of United Healthcare and KB Homes when the CEOs of those firms illegally backdated stock options. We also noted in previous Proxy Papers that Mr. Johnson received below market loans from Countrywide Financial under the firm's "VIP Program" aimed at influencing Washington Insiders. In July 2012, the House of Representatives Oversight and Government Reform Committee released a report on its three-year investigation of the VIP Program. The report finds that the VIP Program provided underwriting and pricing exceptions to several thousand Fannie Mae and Freddie Mac employees, federal regulators and members of Congress. The report also finds that Mr. Johnson, Countrywide CEO Angelo Mozilo, and Countrywide's Washington-based lobbyist were responsible for referring a majority of the borrowers in the VIP Program. Among Mr. Johnson's referrals were former U.S. Senator Kent Conrad and former Health and Human Services Secretary Donna Shalala. Further, Mr. Johnson received more than $10 million in loans (some at below-market rates) under the VIP Program and the report finds that Mr. Johnson received more special treatment than any other borrower under the program. While we have previously opposed the nomination of Mr. Johnson on the basis of his performance as CEO of Fannie Mae and that company's role in the housing collapse, as well as poor oversight at United Health and KB Homes, we no longer recommend this approach. We note that shareholder opposition to Mr. Johnson has been relatively minor, with Mr. Johnson receiving roughly 87% support from shareholders at last year's meeting. More generally speaking we note that the events at Fannie Mae happened seven years ago and even longer ago at United Health and KB Homes. In the absence of more recent evidence that the continued presence of Mr. Johnson on the board has had a negative impact on shareholders or governance practices at the Company, we no longer recommend that shareholders vote against him. RECOMMENDATIONS

We do not believe there are substantial issues for shareholder concern as to any of the nominees.

Accordingly, we recommend that shareholders vote FOR all nominees.

The Company discloses the following biographical information for directors Mark Flaherty and Mark O. Winkelman, new nominees to the board: Mark Flaherty leverages over 20 years of experience in the investment management industry. His background provides perspective on institutional investors approach to company performance and corporate governance. He has previously served in a number of executive positions with Wellington Management Company, Standish, Ayer and Wood and Aetna. Mark O. Winkelman brings experience of service on the board of directors and the audit and finance committees of Anheuser-Busch and on the boards of directors and audit, finance and other committees of not-for-profit entities to the board. He gained experience of the financial services industry through his role as operating partner at J.C. Flowers and his previous service with the Company.

GS May 21, 2015 Annual Meeting 10 Glass, Lewis & Co., LLC 2.00: ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL REQUEST: Approval of Executive Pay Package PAY FOR PERFORMANCE FY 2014 D GRADES: FY 2013 F FY 2012 D PRIOR YEAR VOTE RESULT 83.1% RECOMMENDATION: FOR (FOR): STRUCTURE: Fair DISCLOSURE: Fair

PROGRAM FEATURES 1

POSITIVE NEGATIVE LTIP/PSUs performance-based Disconnect between pay and performance STI-LTI payout balance Substantial portion of annual variable No single-trigger CIC benefits compensation is discretionary Anti-hedging policy No relative metrics under LTIP/PSUs Clawback policy for NEOs Formal share ownership guidelines for NEOs Introduce performance-based cash component for CEO, COO, CFO Eliminated discretion to adjust LTIP payouts

1 Both positive and negative compensation features are ranked according to Glass Lewis' view of their importance or severity

SUMMARY COMPENSATION TABLE

NAMED EXECUTIVE OFFICERS BASE SALARY BONUS & NEIP EQUITY AWARDS TOTAL COMP

Lloyd C. Blankfein Chairman and CEO $2,000,000 $7,333,333 $12,495,134 $22,162,912 Gary D. Cohn President and COO $1,850,000 $6,716,667 $11,394,314 $20,200,084 Harvey M. Schwartz Executive Vice President and CFO $1,850,000 $6,716,667 $11,394,314 $20,177,797 Mark Schwartz Vice Chairman and Chairman of Goldman Sachs Asia Pacific $1,850,000 $5,716,667 $9,199,166 $24,225,462 Michael S. Sherwood Vice Chairman and Co-CEO of Goldman Sachs International $1,850,000 $1,833,333 $17,139,416 $21,061,873

CEO to Avg NEO Pay: 1.03: 1

CEO SUMMARY

2014 2013 2012

LLOYD C. BLANKFEIN LLOYD C. BLANKFEIN LLOYD C. BLANKFEIN

Total CEO Compensation $22,162,912 $19,928,813 $13,300,866 1-year TSR 10.8% 40.8% 43.4% CEO to Avg NEO Pay 1.0:1 1.1:1 1.1:1 CEO to Peer Median * N/A N/A N/A Fixed/Perf.-Based/Discretionary ** 7.4% / 45.8% / 46.8% 7.9% / 20.5% / 71.6% N/A

* Calculated using Company-disclosed peers. ** Percentages based on the CEO Compensation Breakdown values.

GS May 21, 2015 Annual Meeting 11 Glass, Lewis & Co., LLC 2014 ANNUAL COMPENSATION TABLE

Pursuant to SEC rules the Summary Compensation Table above includes equity-based awards granted during the year in review. Generally, the Company grants equity-based awards and pays variable cash compensation for a particular year after the year-end. Consequently, the figures in the Summary Compensation Table reflect bonuses paid for 2014, RSUs awarded for 2013, and do not include PSUs/RSUs awarded for 2014 granted in January 2015. To demonstrate awards associated with committee decisions made during the past year, the Company provides the following table (excluding the Notional LTI column):

NAMED EXECUTIVE OFFICERS BASE SALARY CASH RSUs PSUs TOTAL ANNUAL COMP NOTIONAL LTIP*

Lloyd C. Blankfein Chairman and CEO $2.0M $7.33M $7.33M $7.33M $24.0M $7.0M Gary D. Cohn President and COO $1.85M $6.72M $6.72M 6.72M $22.0M $6.7M Harvey M. Schwartz Executive Vice President and CFO $1.85M $6.72M $6.72M 6.72M $22.0M $6.7M Mark Schwartz Vice Chairman $1.85M $5.72M $11.43M - $19.0M $4.0M Michael S. Sherwood Vice Chairman $1.85M $1.83M $9.17M - $22.0M $6.7M

*LTIP awards are not included in the Company's annual compensation table, as the Company does not consider them part of annual compensation.

CEO COMPENSATION BREAKDOWN*

Cash $2.3M Salary $2.0M FIXED Benefits / Other $325,843 Total Fixed $2.3M

Cash $7.0M 2015 Long-Term Performance Incentive Plan $7.0M Target/Maximum $7.0M / $26.0M Metrics Average ROE, Average Change in BVPS PERFORMANCE- Performance Period 8 years PSUs $7.3M BASED Annual Variable Compensation $7.3M Target/Maximum $7.3M / $11.0M Metrics Average ROE Performance Period 3 years Total Performance-Based $14.3M

Cash $7.3M Annual Variable Compensation $7.3M TIME-VESTING/ RSUs $7.3M DISCRETIONARY Annual Variable Compensation $7.3M Vesting / Deferral Period Delivered in three equal installments but subject to five year transfer restrictions Total Time-Vesting/Discretionary $14.7M Awarded Incentive Pay $29.0M

Total Pay Excluding change in pension value and NQDCE $31.3M *Reflects awards granted but not necessarily earned for the year in review; excludes earned long-term cash payouts included in the Summary Compensation Table.

GS May 21, 2015 Annual Meeting 12 Glass, Lewis & Co., LLC PEER GROUP REVIEW

The Company compares NEO compensation to a peer group consisting of 10 companies. Total NEO compensation is not benchmarked to a specific percentile of the peer group.

MARKET PRACTICE

PREVALENCE: S&P 500 PREVALENCE: COMPANY INDUSTRY SUBSET ALL S&P 500 1 1,2

Clawback Policy Yes 100.0% 82.7% GENERAL PRACTICES Single-Trigger CIC Benefits No 52.2% 47.0% Excise Tax Gross-Ups No 8.7% 27.8%

SHORT-TERM Performance-Based Awards No 26.1% 81.9% INCENTIVES Disclosed Individual Limits No 65.2% 91.0%

Performance-Based Awards Yes 91.3% 87.2% LONG-TERM INCENTIVES Performance Goals Include Relative Metric(s) No 38.1% 59.4% Any Performance Period(s) at Least Three Years Yes 66.7% 76.0%

1 Reflects adoption rates based on company data for meetings between 10/1/2013 and 9/30/2014; excludes foreign filers, recent IPOs and companies with irregular or ad-hoc granting schedules. 2 Based on companies within the Diversified Financials industry.

GS May 21, 2015 Annual Meeting 13 Glass, Lewis & Co., LLC EXECUTIVE COMPENSATION STRUCTURE - SYNOPSIS

Mr. Sherwood received a significant increase in his fixed compensation during the past fiscal year. Pursuant to new requirements under the EU Capital Requirements IV directive, relevant companies must limit the ratio of variable to fixed compensation to Code Staff to 1:1, or up to 2:1 with shareholder approval. As such, it appears the Company adjusted the composition of Mr. FIXED Sherwood's compensation to reflect the requirements of CRDIV while maintaining his total direct compensation level. For 2014, Mr. Sherwood's fixed allowance was $9.15, paid entirely in equity-based awards, in addition to his base salary. For 2015, Mr. Sherwood's fixed allowance was increased to $11.15 million.

ANNUAL VARIABLE COMPENSATION AWARDS GRANTED (PAST FY) Cash, RSUs and cash-settled PSUs PSUs: $7.3 million for the CEO and $6.7 million each for the TARGET PAYOUTS COO and CFO PSUs: $11.0 million for the CEO and $10.1 million each for the MAXIMUM PAYOUTS COO and CFO RSUs: $7.3 million for the CEO and between $6.7 million and $11.4 million for each other NEO TIME-VESTING PAYOUTS Cash: $7.3 million for the CEO and between $1.8 million and $6.7 million for each other NEO Initial award amounts are determined based on the compensation committee's assessment of firmwide and individual performance, among other factors. RSUs vest at grant and are distributed in three approximately equal installments on the first, second and third anniversaries of the grant date, with approximately 50% subject to five-year transfer restrictions. PSUs vest based on performance measured over three years, and are settled in cash.

AVERAGE ROE Absolute Weighting 100%

METRICS FOR Threshold 4% PSUS Performance

Target 11% Performance

Maximum 14% Performance VARIABLE PAY

GS May 21, 2015 Annual Meeting 14 Glass, Lewis & Co., LLC 2015 LONG-TERM PERFORMANCE INCENTIVE PLAN AWARDS GRANTED (PAST FY) Cash $7,000,000 for the CEO and between $4,000,000 and INITIAL NOTIONAL VALUES $6,700,000 for each other NEO $25,997,613 for the CEO and between $14,855,779 and MAXIMUM PAYOUTS* $24,883,430 for each other NEO *Calculated based on an eight-year performance period, annual 12% increases, and a maximum overall cap of 150% of the adjusted notional value. Performance is measured over eight years; however, within the first year the compensation committee may reduce the period to three years due to unforeseen circumstances. The initial notional value increases or decreases each year by an amount equal to the Company's annual ROE, subject to a 12% annual cap. At the end of the performance period, this adjusted notional value is further adjusted based on performance against the metrics below measured over the full performance period.

AVERAGE ROE AVERAGE CHANGE IN BVPS Absolute Absolute Weighting 50% 50%

METRICS Threshold 5% 2% Performance

Target 12% 7% Performance

Maximum 15% 12% Performance

GLASS LEWIS ANALYSIS

This proposal seeks shareholder approval of a non-binding, advisory vote on the Company's executive compensation. Glass Lewis believes firms should fully disclose and explain all aspects of their executives' compensation in such a way that shareholders can comprehend and analyze the company's policies and procedures. In completing our assessment, we consider, among other factors, the appropriateness of performance targets and metrics, how such goals and metrics are used to improve Company performance, the peer group against which the Company believes it is competing, whether incentive schemes encourage prudent risk management and the board's adherence to market best practices. Furthermore, we also emphasize and evaluate the extent to which the Company links executive pay with performance.

We note the following concerns with the Company's compensation programs: VARIABLE COMPENSATION Discretionary Annual Variable Compensation Determination The Company does not utilize an objective, formula-based approach to setting annual variable compensation levels. As noted above, initial award levels are determined on a discretionary basis. We believe shareholders benefit when incentive awards are determined on the basis of metrics with pre-established goals and are thus demonstrably linked to the performance of the company, aligning the interests of management with those of shareholders. While mindful of these concerns, we acknowledge that for the year in review, executives with firmwide responsibilities (the CEO, COO and CFO) received a third of the annual variable compensation award in PSUs which vest subject to further performance achievement. While mindful of this change, we remain concerned that two-thirds of this annual value, and all of the annual variable compensation for Messrs. M. Schwartz and Sherwood, is allocated on a fully discretionary basis and not subject to any further performance-based restrictions. Incentive Limits on Annual Variable Compensation The Company does not disclose individual incentive limits under the annual variable compensation plan (although PSUs are subject to a maximum payout calculated as a percentage of initial award amounts). Shareholders should encourage the Company to set and disclose individual caps so as to assure shareholders that executive pay will always be constrained by stated limits. Narrow Performance Conditions Final payouts for PSUs and LTIP awards are determined to a large extent on ROE results, which allows for a high level of pay-out (or lack thereof) for hitting similar targets. We believe the best compensation policies are based on a variety of

GS May 21, 2015 Annual Meeting 15 Glass, Lewis & Co., LLC performance metrics, which better gauge a Company's overall financial health and performance. Absolute Metrics Awards granted under the Company's incentive schemes are solely determined by absolute performance measures. In Glass Lewis' view, the predominant use of absolute metrics under variable incentive plans is inappropriate, as these measures may reflect economic factors or industry-wide trends beyond the control of executives, rather than the executives' own individual performance. As such, we believe it would be beneficial to incorporate relative measures to determine awards granted under under the performance-based portions of executive compensation.

2014 PAY FOR PERFORMANCE : D The Company has been deficient in linking executive pay to corporate performance, as indicated by the "D" grade received by the Company in Glass Lewis' pay-for-performance model. Shareholders should be concerned with this disconnect. A properly structured pay program should motivate executives to drive corporate performance, thus aligning executive and long-term shareholder interests. In this case, as indicated by the poor grade, the Company has not implemented such a program. In our view, shareholders should be concerned with the compensation committee's failure in this area.

CONCLUSION

Given the longstanding concerns that Glass Lewis has raised with regard to the Company's compensation approach, we believe shareholders should be particularly receptive to the changes made to the incentive programs for the year in review. In particular, based on shareholder feedback: Stock ownership guidelines have been adopted to supplement existing retention requirements and transfer restrictions. The clawback policy has been expanded in a standalone document covering equity-based awards, underlying shares at risk, cash variable compensation and LTIP awards, as applicable. A portion of annual variable compensation for the CEO, COO and CFO has been granted in PSUs with vesting based on ROE performance over a three-year period. The authority to adjust ultimate payouts under the LTIP on a discretionary basis based on individual performance has been eliminated for 2012, 2013, 2014 and 2015 awards. 2015 LTIP awards were granted with the upfront expectation that they will have an eight-year performance period, though the period may be shortened to three years in certain circumstances. Shareholders should note that the eight-year performance period in place for 2015 LTIP awards doesn't necessarily reflect a change in application so much as a change in approach (previously, awards were based on three-year performance with a potential five-year extension). However, we note the committee's rationale that this eight-year performance period is an appropriate period of time to assess performance while accounting for business cycles and macroeconomic forces, and we specifically highlight that this measurement window is far lengthier than that used by the vast majority of companies in the United States. Furthermore, we acknowledge that overall the changes to the LTIP serve to provide shareholders with a much clearer view of the expected structure of the LTIP, with clear award limits, performance thresholds and measurement periods set at the time of grant. That the discretionary adjustment authority has been retroactively removed from outstanding LTIP awards as well underscores the efforts made by the Company to be responsive to its shareholders. Furthermore, we highlight that the PSUs introduced for the CEO, COO and CFO have taken the place of a portion of awards previously allocated as time-vesting RSUs, rather than an additional compensation component (although we note that awards will be settled in cash and allow for payouts of 150% of target). This shift, while still not addressing our outstanding concerns regarding the Company's discretionary approach toward annual variable compensation levels, does serve to ultimately increase the proportion of an executive's compensation package subject to the achievement of further performance goals. As noted in our pay-for-performance analysis, executive compensation and corporate performance were not aligned at the Company. We are mindful of this issue particularly given the overall discretionary approach utilized to determine initial compensation levels. Furthermore, we note that the maximum LTIP award levels, which have been fully disclosed for 2014 awards in this year's proxy statement and are calculated for 2015 awards above, are exceptionally high if applied to the full eight-year period, providing for payouts of up to $26 million in cash for the CEO and between $15 million and $25 million for each other NEO. Coupled with the already substantial initial compensation values allocated to executives each year, we remain concerned that executives may simply be eligible to receive compensation at levels that may never be entirely commensurate with performance achievement.

GS May 21, 2015 Annual Meeting 16 Glass, Lewis & Co., LLC Despite this ongoing pay-for-performance disconnect and our aforementioned concerns, however, we believe shareholders can support this proposal. The changes outlined above ultimately serve to shed some light on what was previously a largely discretionary and somewhat opaque incentive structure, and the revised incentive structure is one that we believe shareholders can reasonably expect will more clearly bring compensation levels in line with objective performance results going forward. Further, while compensation and performance are misaligned based on our analysis, the Company outperformed its peers on several key metrics and the alignment has improved since last year, when the Company earned an "F" in our pay-for-performance analysis. We will, however, continue monitoring the Company's pay-for-performance practices and the impact of the recent program changes on overall NEO compensation in coming years.

Accordingly, we recommend that shareholders vote FOR this proposal.

GS May 21, 2015 Annual Meeting 17 Glass, Lewis & Co., LLC 3.00: 2015 STOCK INCENTIVE PLAN

PROPOSAL REQUEST: Approval of the 2015 Stock Incentive Plan RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT (FOR): N/A FOR- NO CONCERNS BINDING/ADVISORY: Binding REQUIRED TO APPROVE: Majority of votes cast

COMPANY INFO/REQUESTED SHARES

Outstanding Shares (12/31/14) 465,148,390 NUMBER OF SHARES REQUESTED 50,000,000 Market Capitalization (12/31/14) $84,421,789,890 Shares Currently Available 33,438,606

GICS Sector Number 4020 Potential Dilution Based on Shares Requested 9.71% GICS Sector Name Diversified Financials Requested Increase as a % of Outstanding Shares 10.75%

ANALYSIS OF PROPOSED PLAN

Plan Title 2015 Stock Incentive Plan Amendment or New Plan? New Plan Employees, officers, non-employee directors, consultants and Eligible Participants advisors Administrators Compensation committee Stock options, SARs, restricted stock, RSUs, dividend Award Types Permitted PLAN equivalent rights and other equity-based awards FEATURES Vesting Provisions Determined by the compensation committee Full value award multiplier? No Single-trigger change of control? No OTHER Evergreen provisions? No FEATURES Fair Market Value minimum? Yes Reload provisions? No

Projected Annual Cost $2,844,227,228 Likely Annual Grant (#) 14,673,824

PEER 1 STD COMPANY AVG. DEV Annual Cost as a % of Revenue 8.24% 5.30% 10.58% Annual Cost as a % of TBV 4.10% 12.62% 36.09% Annual Cost as a % of Enterprise Value 0.66% 1.41% 3.41% COST Annual Cost Per Employee $83,654 $54,903 $100,879

ANALYSIS Expensed Cost $2,085,000,000

PEER 1 STD COMPANY AVG. DEV Expensed Cost as a % of Revenue 6.04% 6.01% 18.43% Expensed Cost as a % of TBV 3.00% 8.20% 21.13% Expensed Cost as a % of Enterprise Value 0.49% 3.52% 14.97%

GS May 21, 2015 Annual Meeting 18 Glass, Lewis & Co., LLC LAST FY -2 FY -3 FY Total Option Grants 0 0 0 Options Cancelled 0 72,804 29,879 GRANT HISTORY Stock Awards (Net) 13,440,936 16,519,649 9,917,351 & IMPACT TO Gross Annual Dilution 3.10% 3.74% 2.33% SHAREHOLDER Net Annual Dilution 2.89% 3.52% 2.06% Average Gross Run Rate 3.05% WEALTH Average Net Run Rate 2.82% % Granted to Executives 2.99%

TOTAL GRANTS GRANTS 3-YR AVG. POTENTIAL BURN RATE TO CEO TO NEOS PEER DILUTION (LAST FY) (LAST FY) COMPARISON* COMPANY 30.87% 3.06% 0.61% 3.00% PEER MEDIAN 18.49% 1.62% 6.77% 19.19% PEER AVG. 24.12% 3.60% 9.06% 22.52%

*Peers are based on Industry Group segmentation of the Global Industrial Classification System (GICS)

PROGRAM SIZE ANALYSES PROGRAM COST ANALYSES

Existing Size of Pool FAIL Projected Cost as % of PASS Operating Metrics

Pro-Forma Available Pool FAIL Projected Cost as % of PASS Enterprise Value EVALUATION Grants to Execs PASS Projected Cost Per Employee PASS Pace of Historical Grants FAIL Expensed Cost as % of PASS SUMMARY Operating Metrics Expensed Cost as % of PASS Enterprise Value OTHER Repricing Authority PASS Other Features PASS

GLASS LEWIS ANALYSIS

This proposal seeks shareholder approval of the 2015 Stock Incentive Plan. If approved, it would authorize an additional 50.0 million shares for issuance, which when issued would dilute current shareholders by 9.7%. The terms of the 2015 Plan are identical to those of the 2013 Plan, but provide for an increase in the number of shares authorized for issuance, as noted above, and extend the terms of the plan through the 2019 annual meeting. Some of our analyses involve comparisons of the Company to its peers. Unless noted, the peer group selected for this analysis includes 28 companies in the diversified financials industry with an average market capitalization of $865 million. ANALYSIS OF PROPOSED PLAN We recommend that shareholders vote FOR this plan. While the plan failed certain analyses, we are cognizant of the broad-based nature of the Company's equity granting practices, and further note that both the current plan and the proposed plan each have three-year terms, providing shareholders with fairly regular input on the Company's equity compensation approach. We estimate that the Company will issue equity-based awards with an annual cost of approximately $2.8 billion.

GS May 21, 2015 Annual Meeting 19 Glass, Lewis & Co., LLC DISCUSSION OF ANALYSIS RESULTS Analysis: Size of the Likely Annual Grants Result: Exceeded Reasonable Limit Given the employee base, past granting and cancelling of equity awards patterns and industry trends, we calculate that the Company will grant no shares of options and approximately 14,673,000 shares of restricted stock per year over the next several years. We believe the Company has adequate reserves of securities from its existing available pool to meet this need until at least next year, and we generally like to see companies seek approval of new plans when their existing plans are inadequate to meet near-term needs. Despite these facts, we believe the plan to be reasonable.

Analysis: Comparison to Financial Performance - Projected Cost Result: Within One Standard Deviation Range We have undertaken an extensive analysis of the likely annual cost of this program compared with the financial metrics of the Company and a similar analysis of the equity-based compensation programs of the Company's principal peers. Our model and analysis reveal that the likely annual cost of the proposed equity compensation plan is within one standard deviation of the average cost of similar programs for all financial metrics that we tested.

Analysis: Comparison to Financial Performance - Expensed Cost Result: Within One Standard Deviation Range We have also undertaken an extensive analysis of the equity compensation cost expensed by the company compared with the financial metrics of the Company and a similar analysis of the Company's principal peers. Our analysis reveals that the equity compensation expense is within one standard deviation of the average of similar programs for all financial metrics that we tested.

Analysis: Comparison to Enterprise Value- Projected Cost Result: Within One Standard Deviation Range In our analysis, we compared the likely annual cost of the equity-based compensation plan to enterprise value and found that percentage to be within one standard deviation of the average of the same metric for the Company's peers. The plan was, however, below the median for the group.

Analysis: Comparison to Enterprise Value- Expensed Cost Result: Within One Standard Deviation Range We also compared the equity compensation cost expensed by the Company to enterprise value and found that percentage to be within one standard deviation of the average of the same metric for the Company's peers.

Analysis: Projected Per Employee Cost Result: Within One Standard Deviation Range Our analysis includes an evaluation of whether the likely future grants are excessive on a per-employee basis compared with the group of peer companies. While we recognize that different companies may choose to compensate their employees with differing relative levels of cash and equity-based compensation, we believe this is a helpful measure of whether the plan is substantially oversized, given the industry's norms. It is also true that companies each include different groups of employees in their grantee pool; we still find this metric valuable as a way of assessing whether the plan is as efficient as it could be. Accordingly, we only look to be sure that the Company is not more than one standard deviation away from the industry average in terms of equity-based compensation per employee. Here, although we project that the Company will pay more in equity-based compensation to its employees than more than half its peers, we find that the Company is within that one standard deviation metric.

Analysis: Pace of Historical Granting Result: Exceeded Reasonable Limit By our calculations, the Company has been granting equity awards at a brisk pace and one that does not satisfy us that shareholder interests are being carefully considered. Last year, for example, there were grants (full share equivalent grants, net of cancelled awards) amounting to more than 2.9% of the basic outstanding shares. That is a lot of dilution for the shareholders to accept for a single year. However, we recognize that this figure partly reflects the Company's extensive share buyback activities, which have significantly reduce the outstanding float and, in turn, the dilutive impact of its equity awards. RECOMMENDATION

In summary, we recommend that shareholders vote FOR this proposal.

GS May 21, 2015 Annual Meeting 20 Glass, Lewis & Co., LLC 4.00: RATIFICATION OF AUDITOR

PROPOSAL REQUEST: Ratification of PricewaterhouseCoopers RECOMMENDATIONS & CONCERNS: PRIOR YEAR VOTE RESULT (FOR): 98.9% FOR- NO CONCERNS BINDING/ADVISORY: Advisory REQUIRED TO APPROVE: Majority of votes cast AUDITOR OPINION: Unqualified

AUDITOR FEES 2014 2013 2012 Audit Fees: $53,500,000 $52,200,000 $55,500,000 Audit-Related $8,500,000 $7,600,000 $8,200,000 Fees: Tax Fees: $1,700,000 $2,200,000 $1,800,000

All Other $ 0 $ 0 $ 0 Fees: Total Fees: $63,700,000 $62,000,000 $65,500,000 Auditor: PricewaterhouseCoopers Pricewaterhouse Pricewaterhouse Coopers Coopers

Years Serving Company: 21 Restatement in Past 12 Months: No Alternate Dispute Resolution: No Auditor Liability Caps: No

GLASS LEWIS ANALYSIS

The fees paid for non-audit-related services are reasonable and the Company discloses appropriate information about these services in its filings. Accordingly, we recommend that shareholders vote FOR ratification of the appointment of PricewaterhouseCoopers as the Company's auditor for fiscal year 2015.

GS May 21, 2015 Annual Meeting 21 Glass, Lewis & Co., LLC 5.00: SHAREHOLDER PROPOSAL REGARDING COUNTING ABSTENTIONS

PROPOSAL REQUEST: That all matters presented to shareholders be decided by SHAREHOLDER PROPONENT: Equality Network Foundation a simple majority of the shares voted FOR and AGAINST BINDING/ADVISORY: Precatory PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - NO CONCERNS

GLASS LEWIS REASONING

Given the Company's clear communication regarding its vote tabulation processes as well as investors' general understanding as to how their votes, should they choose to abstain, would be counted, we are not convinced that adoption of this proposal is necessary at this time. PROPOSAL SUMMARY

Text of Resolution- RESOLVED: Shareholders of Goldman Sachs Group, Inc. (“Goldman Sachs” or “Company”) hereby request the Board of Directors to initiate the steps necessary to amend the Company’s governing documents to provide that all matters presented to shareholders, other than the election of directors, shall be decided by a simple majority of the shares voted FOR and AGAINST an item. This policy shall apply to all such matters unless shareholders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise.

Proponent's Perspective Board's Perspective The Company counts votes in two different ways in its proxy, The Company's voting standards are clearly disclosed, which is confusing, inconsistent, does not honor voter intent and consistently applied and reflect the intent of shareholders; harms shareholders' best interests; Revising the Company's voting standards would not be in the A study of Companies in the S&P 500 and the Russell 1000 found best interests of the Company or shareholders; 48% employ simple majority vote-counting, as requested by this The Company's voting standards are clearly described in its proposal; proxy statement; Recently several companies have implemented this system of The Company enhanced its disclosure of voting standards this year; vote counting at the proposal's request; To stop counting abstentions would effectively disenfranchise The SEC dictates a specific vote-counting formula for the purpose shareholders who make the informed choice to abstain on a of establishing eligibility for resubmissions of particular matter; shareholder-sponsored proposals, which is the number of FOR Shareholders recognize the impact of their abstentions and votes divided by the FOR votes plus the AGAINST votes; expect that it will be included in the vote count as described in The Company does not uniformly follow the simple majority vote this proxy statement; put forth by the SEC as its proxy states that abstentions will be The Company has a majority vote standard that counts all shares "treated as a vote against;" that are present in person or represented by proxy for both The Company applies the restrictive formula for counting management and shareholder proposals; The Company has no supermajority vote requirements; abstentions in votes on shareholder-sponsored items, but uses a As a Delaware corporation, the Company is subject to Delaware simple majority vote and excludes abstentions for uncontested General Corporation Law and always applies the default voting director elections; standard under Delaware law for both management and The Company's method of counting votes boosts the appearance shareholder proposals; of support for director elections and depress the calculated level The majority of Delaware corporations in the S&P 500 adhere to of support for other items; and the same default voting standards as the Company; While an abstaining vote has clearly not followed the board's The Company counts votes on management proposals, such as typical recommendation to vote against each say on pay or approval of the equity compensation plan, in the shareholder-sponsored item, the board counts each abstention as same was as for shareholder proposals; Like most Fortune 500 companies, the Company has moved if a vote agreed with the board's recommendation against the from plurality voting to majority voting in uncontested director voting item. elections, which is a governance best practice; There is no "SEC standard" for vote calculation, as asserted by the proponent, and the rules mentioned are solely in connection with requirements for a proponent to resubmit a proposal at a subsequent annual meeting; and The board reviews any matter that receives the significant support of shareholders, regardless of whether the matter has technically passed under the applicable legal standard.

GS May 21, 2015 Annual Meeting 22 Glass, Lewis & Co., LLC GLASS LEWIS ANALYSIS

The tabulation of proxy votes for U.S. public companies are determined by several sources: Federal securities regulations; the securities regulations of the state in which a company is legally domiciled; rules established by securities exchanges; and a company's charter and/or bylaws. According to the SEC, matters other than voting on the election of directors are typically approved by a vote of a majority of the shares voting or present at the meeting. However, the effect of abstaining on these items depends on the specific voting rule that applies, which is discussed in a company's proxy statement. Delaware's General Corporation Law Section 216 (2) requires the affirmative vote of the majority of shares present in person or presented by proxy at the meeting entitled to vote on the subject matter for approval of proposals other than the election of directors, unless otherwise stipulated in a company's charter or bylaws. In this instance, the Company states in its 2015 proxy statement that abstentions will have no effect on the election of directors but that for each of the other proposals, abstentions will be treated as shares present for quorum purposes and entitled to vote, so they will have the same practical effect as votes against proposals (pp.97-98). Given the Company's clear communication regarding its vote tabulation processes, as well as investors' general understanding as to how their votes—should they choose to abstain—would be counted, we are not convinced that adoption of this proposal is necessary at this time. Moreover, we were not able to find any compelling evidence that the Company has ignored shareholder proposals that have received majority shareholder support (either including or excluding abstentions) or that the number of abstentions received by the Company in any given year significantly impacts any voting matters. As such, we are not convinced that adoption of this resolution is necessary at this time.

Accordingly, we recommend that shareholders vote AGAINST this proposal.

GS May 21, 2015 Annual Meeting 23 Glass, Lewis & Co., LLC 6.00: SHAREHOLDER PROPOSAL REGARDING REPORT ON COMPENSATION IN THE EVENT OF RESIGNATION FOR GOVERNMENT SERVICE

PROPOSAL REQUEST: That the Company report on the vesting of equity for SHAREHOLDER PROPONENT: The AFL-CIO Reserve Fund executives who voluntarily resign to enter government service BINDING/ADVISORY: Precatory PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: AGAINST - NO CONCERNS

GLASS LEWIS REASONING

Given the Company's existing disclosure, we are not convinced that adoption of this resolution is in shareholders' best interests at this time. PROPOSAL SUMMARY

Text of Resolution- RESOLVED: Shareholders of The Goldman Sachs Group, Inc. (the “Company”) request that the Board of Directors prepare a report to shareholders regarding the vesting of equity-based awards for senior executives due to a voluntary resignation to enter government service (a “Government Service Golden Parachute”). The report shall identify the names of all Company senior executives who are eligible to receive a Government Service Golden Parachute, and the estimated dollar value amount of each senior executive’s Government Service Golden Parachute. For purposes of this resolution, “equity-based awards” include stock options, restricted stock and other stock awards granted under an equity incentive plan. “Government service” includes employment with any U.S. federal, state or local government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such government or organization, or any electoral campaign for public office.

Proponent's Perspective Board's Perspective The Company provides its senior executives with vesting of The preparation of additional reports would not be in the best equity-based awards after their voluntary resignation of interests of the Company or its shareholders; employment from the Company to pursue a career in government No senior executive has an employment agreement that provides service; for guaranteed payments, severance or "golden parachute" At most companies, equity-based awards vest over a period of payments upon their departure for government service or time to compensate executives for their labor during the otherwise; commensurate period and, as such, executives who voluntarily No senior executive holds equity-based awards whose vesting resign before vesting criteria are satisfied generally forfeit would be triggered by their voluntary resignation to enter into unvested awards; government service; While government service is commendable, the practice of the The Company's "Report on Vesting of Equity-Based Awards Due Company vesting equity-based awards to executives who to Voluntary Resignation to Enter Government Service," which is voluntarily resign to enter it is questionable; publicly available on its website, clearly discloses that no senior Vesting equity awards over a period of time is a powerful tool to executive holds an award that would vest for voluntary attract and retain talented employees, which is undermined by resignation to enter government service; vesting awards for executives who resign; In addition to disclosing what is requested by this proposal, the The Company's compensation plan should align the interests of Company also describes the treatment of vested equity awards, senior executives with the long-term interests of the Company; which are not the topic of this proposal, in the case of certain The proponents oppose compensation plans that provide windfall resignations to enter government service, providing full compensation that is unrelated to performance; transparency for shareholders; and The Company must not expect favorable treatment from former The premise of this proposal seems to penalize senior executives who enter government service, so the benefit of employees for choosing to accept government positions in vesting awards for those who resign to take government positions service of their country. is unknown; and Issuing a report to shareholders on the Company's use vesting equity awards for executives entering government service will give the Company an opportunity to explain this practice and provide needed transparency for investors.

GS May 21, 2015 Annual Meeting 24 Glass, Lewis & Co., LLC GLASS LEWIS ANALYSIS

Glass Lewis believes that disclosure of information regarding compensation is critical to allowing shareholders to evaluate the extent to which a company's pay is keeping pace with its performance. However, we are concerned that this proposal potentially goes too far in the level of detail that it requests. If interpreted to cover the broadest group of applicable employees, shareholders are unlikely to need or be able to use the information requested by this proposal and it will rarely be in the interest of shareholders to give away competitive data about remuneration at the individual level, about which information is not otherwise available. This sort of disclosure requirement could create internal personnel tension that would be counterproductive for the Company and its shareholders. We are not convinced that this proposal offers an appropriate mechanism for ensuring that shareholders' best interests are protected in this regard. Specifically, we do not believe that additional disclosure beyond what the Company already makes publicly available is necessary. The Company already provides significant disclosure regarding its compensation packages in its compensation discussion and analysis section of its annual proxy filing, where it outlines its compensation and performance in the previous year, its philosophy and key pay practices for compensation, its annual and long-term incentives and its miscellaneous compensation policies (2015 DEF 14A, pp. 36-54). With respect to the proponent's concern, the Company states that "upon an NEO's termination without Violation, shares of Common Stock underlying RSUs will continue to be delivered on schedule, and Options will remain exercisable for their full term, provided that, for RSUs, the NEO does not become associated with a Competitive Enterprise" (2015 DEF 14A, p.63). In addition, for situations where the NEO resigns and accepts a position that is deemed "Conflicted Employment," which may entail employment at the federal or state levels of U.S. government that would result in an actual or perceived conflict of interest should the NEO continue holding Company equity, the NEO can receive, at the discretion of the board, an equivalent cash payment or accelerated delivery for RSUs and stock options (2015 DEF 14A, pp.64-65). In addition, the Company provides a Report on Vesting of Equity-Based Awards Due to Voluntary Resignation to Enter Government Service, which reiterates the aforementioned disclosure and names the Company's senior executives. We believe that the information currently disclosed by the Company is sufficient in allowing shareholders to understand the Company's compensation philosophies and practices. Moreover, shareholders are afforded the opportunity to express their views on these philosophies and practices through their advisory vote on executive compensation (the topic of Proposal 2) and may also exercise a vote against directors, specifically those who sit on the compensation committee, in cases where a Company has instituted policies that do not sufficiently link pay with performance. Further, we believe that the Company has substantially fulfilled the request of this proposal through its existing disclosures. Given the above, we do not believe that adoption of this proposal is necessary or in the best interests of the Company or its shareholders at this time.

Accordingly, we recommend that shareholders vote AGAINST this proposal.

GS May 21, 2015 Annual Meeting 25 Glass, Lewis & Co., LLC 7.00: SHAREHOLDER PROPOSAL REGARDING RIGHT TO ACT BY WRITTEN CONSENT

PROPOSAL REQUEST: That the Company allow shareholders the right to act by SHAREHOLDER PROPONENT: James McRitchie and Myra K. Young written consent BINDING/ADVISORY: Precatory PRIOR YEAR VOTE RESULT (FOR): N/A REQUIRED TO APPROVE: Majority of votes cast RECOMMENDATIONS, CONCERNS & SUMMARY OF REASONING: FOR - Shareholder action by written consent enables shareholders to take action on important issues that arise between annual meetings

GLASS LEWIS REASONING

We believe the terms of this proposal are reasonable and that they will prevent abuse and waste of corporate resources while enabling shareholders to take action on important issues that arise between annual meetings; Given the lack of evidence of abuse of the right to act by written consent and, we remain unconvinced that the Company's concerns regarding this issue are so great as to outweigh the ability of shareholders to take action through written consent; and There are certain inherent aspects of action by written consent that would prevent abuse of the right harming shareholder value, such as that a majority of outstanding shares would still need to approve any proposals submitted to shareholders for written consent. PROPOSAL SUMMARY

Text of Resolution- Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

Proponent's Perspective Board's Perspective Shareholders' rights to act by written consent and to call special The Company's existing governance structure is highly meetings are two complementary ways to bring important matters supportive of shareholder rights and already addresses the to the attention of management and shareholders outside of the proponents' concerns; annual meeting cycle; Action by written consent may cause confusion and disruption, A shareholder right to act by written consent is one method to as well as promote short-termism and special interests; equalize the Company's limited provisions for shareholders to call Adoption of this proposal is not in the best interests of the a special meeting; and Company or shareholders; Delaware law allows 10% of shareholders to call a special The board is committed to engaging with shareholders and meeting, while the Company requires that 25% of shareholders do listening to their perspectives, as evinced by the lead director so. meeting with approximately 35% of outstanding shares in 2014 on topics such as board composition and director succession planning; Matters subject to a shareholder vote should be communicated to all shareholders in the context of an annual or special meeting, with adequate time to consider the matters proposed; The Company's governing documents provide protections, such as notice and disclosure to all shareholders, for the conduct of business at annual and special meetings, which ensures a fair and equitable process; Annual and special meetings allow opportunity for discussion and interaction among shareholders so that all points of view may be considered prior to a vote, for which written consent does not provide, thus potentially depriving almost half of shareholders of these rights; Action by written consent may not provide shareholders with timely or complete information on important pending actions an d may deny the board the opportunity to consider the merits of a proposal; Multiple groups may solicit multiple written consents simultaneously, some of which may be duplicative or contradictory, causing confusion and disruption to shareholders and to the board and management; and

GS May 21, 2015 Annual Meeting 26 Glass, Lewis & Co., LLC and to the board and management; and The Company maintains strong governance practices to protect the rights of all shareholders in addition to the right to call a special meeting.

GLASS LEWIS ANALYSIS

Glass Lewis strongly supports the right of shareholders to effect change at their portfolio companies including by acting by written consent. In this case, we note that the proposal specifies that shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote were present and voting must support the requested action, generally a majority of outstanding shares or higher thus ensuring broad shareholder support. We believe this is a reasonable threshold that will prevent abuse and waste of corporate resources while enabling shareholders to take action on important issues that arise between annual meetings. We recognize that the Company raises certain concerns about potential harm from abuse of the right to act by written consent. In a January 26, 2012 Proxy Talk we also heard concerns raised by several other corporate representatives similar to those raised by the Company in its response. However, given the lack of evidence of abuse of the right to act by written consent and, in particular, lack of a pattern of using written consent even to attempt to remove directors, we remain unconvinced that these concerns are so great as to outweigh the ability of shareholders to take action through written consent. Further nothing precludes the Company from adopting safeguards to ensure all shareholders are notified of a written consent solicitation or to prevent abuse of the right. We believe companies can implement procedural safeguards similar to those used to allow shareholders to call a special meeting. In addition, we believe there are certain inherent aspects of action by written consent that would prevent abuse of the right harming shareholder value. Most importantly, a majority of outstanding shares would still need to approve any proposals submitted to shareholders for written consent. Further, the Company could employ the same means of notifying its shareholders about the consent solicitation as it does for other shareholder meetings, both annual and special, ensuring maximum participation by shareholders who wish to consent or withhold consent.

Accordingly, we recommend that shareholders vote FOR this proposal.

GS May 21, 2015 Annual Meeting 27 Glass, Lewis & Co., LLC COMPETITORS / PEER COMPARISON

THE GOLDMAN MORGAN STANLEY CITIGROUP INC. BANK OF AMERICA SACHS GROUP, INC. CORPORATION Company Data (MCD) Ticker GS MS C BAC Closing Price $198.32 $37.20 $53.10 $15.74 Shares Outstanding (mm) 450.9 1,971.7 3,066.3 10,520.4 Market Capitalization (mm) $89,422.5 $73,346.4 $162,819.8 $165,591.1 Enterprise Value (mm) $433,990.5 $347,181.4 $673,611.8 $568,808.1 Latest Filing (Fiscal Period End Date) 12/31/14 12/31/14 12/31/14 12/31/14

Financial Strength (LTM) Current Ratio 1.6x 1.2x 0.0x 0.0x Debt-Equity Ratio 4.72x 3.99x 0.00x 0.00x

Profitability & Margin Analysis (LTM) Revenue (mm) $34,528.0 $34,274.0 $70,054.0 $81,972.0 Gross Profit Margin 90.5% 90.0% 0.0% 0.0% Operating Income Margin 39.0% 25.7% 20.5% 29.5% Net Income Margin 24.6% 10.1% 10.4% 5.9% Return on Equity 10.5% 5.2% 3.6% 2.0% Return on Assets 1.0% 0.5% 0.4% 0.2%

Valuation Multiples (LTM) Price/Earnings Ratio 10.5x 18.2x 21.3x 22.9x Total Enterprise Value/Revenue 12.6x 10.1x 9.6x 6.9x Total Enterprise Value/EBIT - - - -

Growth Rate* (LTM) 5 Year Revenue Growth Rate -5.2% 8.0% 11.0% 2.9% 5 Year EPS Growth Rate -5.1% - - -

Stock Performance (MCD) 1 Year Stock Performance 23.6% 19.8% 9.7% -3.8% 3 Year Stock Performance 77.5% 119.1% 59.7% 92.4% 5 Year Stock Performance 26.0% 16.5% 9.3% -14.6%

Source: Capital IQ

MCD (Market Close Date): Calculations are based on the period ending on the market close date, 04/23/15. LTM (Last Twelve Months): Calculations are based on the twelve-month period ending with the Latest Filing. *Growth rates are calculated based on a compound annual growth rate method. A dash ("-") indicates a datapoint is either not available or not meaningful.

GS May 21, 2015 Annual Meeting 28 Glass, Lewis & Co., LLC VOTE RESULTS FROM LAST ANNUAL MEETING MAY 16, 2014

Source: 8-K dated May 19, 2014

ELECTION OF DIRECTORS

NO. PROPOSAL VOTES WITHHELD/AGAINST GLC REC 1.1 Elect Lloyd C. Blankfein 2.47% For 1.2 Elect M. Michele Burns 2.44% For 1.3 Elect Gary D. Cohn 1.31% For 1.4 Elect Claes Dahlbäck 2.49% For 1.5 Elect William W. George 2.93% For 1.6 Elect James A. Johnson 12.23% Against 1.7 Elect Lakshmi N. Mittal 3.34% For 1.8 Elect Adebayo O. Ogunlesi 2.47% For 1.9 Elect Peter Oppenheimer 1.36% For 1.10 Elect James J. Schiro 2.94% For 1.11 Elect Debora L. Spar 2.48% For 1.12 Elect Mark E. Tucker 2.10% For 1.13 Elect David A. Viniar 1.14% For

EXECUTIVE COMPENSATION

BROKER GLC NO. FOR AGAINST ABSTAIN 1 YEAR 2 YEARS 3 YEARS NON-VOTES REC 2.0 Advisory Vote on Executive Compensation 270,000,913 53,729,083 1,134,904 58,929,121 N/A N/A N/A Against

OTHER ITEMS

BROKER NO. PROPOSAL FOR AGAINST ABSTAIN GLC REC NON-VOTES 3.0 Ratification of Auditor 379,910,392 3,071,654 811,975 N/A For 4.0 Shareholder Proposal Regarding Proxy 10,311,460 312,771,187 1,782,253 58,929,121 Against Access

GS May 21, 2015 Annual Meeting 29 Glass, Lewis & Co., LLC APPENDIX

Questions or comments about this report, GL policies, methodologies or data? Contact your client service representative or go to www.glasslewis.com/issuer/ for information and contact directions.

NOTE

An institutional investor affiliate of GS is a client of Glass Lewis.

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Shareholder Proposals: Courteney Keatinge Governance: Jason Shemtob Compensation: Kevin Liu

GS May 21, 2015 Annual Meeting 30 Glass, Lewis & Co., LLC EQUILAR PEERS VS PEERS DISCLOSED BY COMPANY

EQUILAR GS Morgan Stanley* UBS AG Citigroup Inc.* Barclays PLC Bank of America Corporation* Credit Suisse Group AG Wells Fargo & Company* Deutsche Bank AG JPMorgan Chase & Co.* American Express Company* Greenhill & Co., Inc. U.S. Bancorp Capital One Financial Corporation MetLife, Inc. Prudential Financial, Inc. The Bank of New York Mellon Corporation FBR & Co. American International Group, Inc. Anthem, Inc. *ALSO DISCLOSED BY GS

GS May 21, 2015 Annual Meeting 31 Glass, Lewis & Co., LLC