Carlyle Tax Receivable Agreement

in all cases, in order to make and reflect transactions. In addition, on January 1, 2020, operations relating to Kewsong Lee`s employment contract of October 23, 2017 and Glenn A. Youngkin`s employment contract of October 23, 2017 were amended (the „changes to the employment agreement“). These changes were generally clear and in keeping with nature and were intended to maintain the status quo prior to conversion. Descriptions of the main provisions of the existing agreements were previously reported in Carlyle`s Annual Report on Form 10-K for the year ended December 31, 2018. Christa Zipf-1 (212) 813-4578christa.zipf@carlyle.com This publication and our full results release will be available on all Carlyle channels, including our investor relations site at ir.carlyle.com, the media space link to Carlyle.com and our @OneCarlyle Twitter account. In addition to this publication, Carlyle has released a detailed presentation of C Corporation`s full release today and results for the second quarter of 2019, published on Carlyle`s website in ir.carlyle.com. In addition, the audit committee, the remuneration committee, the board of directors and the board of directors of the partnership`s general partner, as well as their affiliation with the company, were replicated just before the company`s actual time. Carlyle`s co-directors, Mr.

Lee and Mr. Youngkin, were also added as members of the Board of Directors. If, after the change, the provisions of the partnership agreement, which contemplate a standing committee on conflicts, no longer apply, disinterested members of our board of directors will continue to deal with disputes, including referring these matters to the audit committee or another committee of the interested director, as the board of directors deems appropriate. With respect to the transactions, the Corporation entered into shareholder agreements with William E. Conway, Jr., Daniel A. on January 1, 2020. D`Aniello and David M. Rubenstein (together the „founders“ and these agreements, the „founding shareholder agreements“). As previously announced, under these agreements, any founder has the right to appoint a director for the Board of Directors of the Corporation, provided that the founder and/or its founding group (defined in the founding share agreements) advantageously owns at least 5% of the common shares issued and outstanding. In addition, each founder has the right to appoint a second director to the group`s board of directors until the previous date,x, as such a founder and/or its founding group, no longer holds at least 20 million shares of the common stock and (y) 1 January 2027. As long as at least one founder has the right to appoint two directors to the board of directors, founders who sit on the board of directors (i) may appoint a founder as chairman or co-chair of the board of directors and (ii) appoint a founder who performs his duties on each of the remuneration and appointment and corporate governance committees and each executive committee of the board of directors, in accordance with applicable legislation and list standards.

Under the Company`s simple limited partnership agreement, common shareholders are entitled to vote on all matters on which a corporation`s shareholders can generally vote under Delaware General Corporation Law („DGCL“), including the election of the company`s board of directors.