EX-10.54




 Exhibit 10.54 

The Goldman Sachs Group, Inc. 

SIGNATURE CARD FOR ________________________ AWARDS 

AND CONSENT TO RECEIVE ELECTRONIC DELIVERY 

 

[IMPORTANT: PLEASE REVIEW, EXECUTE AND RETURN THIS FORM TO: ______________________________. 

YOU MUST PROPERLY EXECUTE THIS FORM TO ACKNOWLEDGE ACCEPTANCE OF THE TERMS AND CONDITIONS OF 

YOUR AWARD(S) AND RELATED MATTERS.] 


 

 1. I have received and agree to be bound by The Goldman Sachs Amended and Restated Stock Incentive Plan (2021)
(the “SIP”) and the Award Agreement(s) applicable to me in connection with the _______________________________ Award(s) (the “Award(s)”) that I have been granted by the Firm (as defined in the SIP). I confirm that I am accepting
the Award(s) subject to the terms and conditions contained in the SIP, the Award Agreement(s), and this signature card (the “Signature Card”), including, but not limited to, the requirement that certain disputes be decided through
arbitration in New York City and be governed by New York law. For the avoidance of doubt, references to a “share” or “Share” herein mean a share of the common stock of The Goldman Sachs Group, Inc. (“GS Inc.”) and,
where applicable, deliveries of cash or other property in lieu thereof. 
 For the avoidance of doubt, I understand and agree that to be eligible to receive
any award under the SIP or any predecessor plan, I must not have engaged in any conduct constituting “Cause” (as defined in the SIP) prior to the grant of the award, and by accepting this Award, I represent and warrant that I have not
engaged in any conduct constituting Cause. 
 As a condition of this grant, I understand that the Award(s) (as well as any other award that the Firm may
grant to me under the SIP) is/are subject to governing law provisions as outlined in this Signature Card or in the applicable Award Agreement(s), and, as a condition to receiving such awards, I agree to be bound thereby. As a condition of this
grant, I agree to provide upon request an appropriate certification regarding my U.S. tax status on Form W-8BEN, Form W-9, or other appropriate form, and I understand
that failure to supply a required form may result in the imposition of backup withholding on certain payments I receive pursuant to this grant. 
 I
irrevocably grant full power and authority to GS Inc. to register in its name, or that of any designee, any and all Restricted Shares (as defined in the applicable Award Agreement), Shares at Risk (as defined in the applicable Award Agreement) or
other shares of GS Inc. common stock that have been or may be delivered to me subject to transfer restrictions or forfeiture provisions, and I irrevocably authorize GS Inc., or its designee, to sell, assign or transfer such shares to GS Inc. or such
other persons as it may determine in the event of a forfeiture of such shares pursuant to any agreement with GS Inc. 
 Further, as a condition of this
grant, if I am a person who has worked in the United Kingdom at any time during the earnings period relating to any award under the SIP, as determined by the Firm, when requested and as directed by the Firm, I will agree to a Joint Election
under s431 ITEPA 2003 of the laws of the United Kingdom for full or partial disapplication of Chapter 2 Income Tax (Earnings and Pension) Act 2003 under the laws of the United Kingdom and will sign and return such election in respect of all future
deliveries of Shares underlying the Award(s) and any previous grants made to me under the SIP and understand that the Firm intends to meet its delivery obligations in Shares with respect to my Award(s), except as may be prohibited by law or
described in the accompanying Award Agreement(s) or supplementary materials. 
 If I have worked in Switzerland at any time during the earnings period
relating to the Award(s) granted to me as determined by the Firm, (i) I acknowledge that my Award(s) are subject to tax in accordance with the rulings and method of calculation of taxable values to be agreed by the Firm with the Federal and/or
Zurich/Geneva cantonal/communal tax authorities or as otherwise directed by the Firm, and (ii) I hereby agree to be bound by any rulings agreed by the Firm in respect of any Award(s), which is expected to result in taxation at the time of
delivery of Shares, and (iii) I undertake to declare and make a full and accurate income tax declaration in respect of my Award(s) in accordance with the above ruling or as directed by the Firm. 

2. I have read and understand the Firm’s “Notice Periods for Recipients of Year-End Equity-Based Awards”
policy, or any successor policy (the “Notice Policy”), available on GSWeb > My HCM Policies link under the Policies tab > Leaving the Firm link under Career and Performance or as otherwise provided to me, pursuant to
which I am required to provide certain specified advance notice of my intent to leave employment with the Firm. I understand that the Notice Policy will also apply with respect to my One-Time Awards (with the
references to “Year-End” deemed to be references to “One-Time” in this context). By executing this form, I am agreeing to be bound by the Notice
Policy as in effect from time to time and, where applicable, am agreeing to a permanent change in the terms and conditions of my employment. I agree to this change in consideration of my continued employment with the Firm and the Firm’s offer
of the Award(s). I understand that the Notice Policy requires me, among other things, to provide my employing entity with advance written notice of my intention to leave employment with the Firm as follows: 

 

	 	•	 In the Americas: 60 days in advance of my termination date;






	 	•	 In Europe, the Middle East, Africa and India: 90 days in advance of my termination date; and



  

	 	•	 In Japan and Asia Ex-Japan (including Australia and New Zealand and
excluding India): 90 days in advance of my termination date if I am a Vice President or an Executive Director; 60 days in advance of my termination date in all other cases. 



If, under local law or a written contract with the Firm (for example, a Managing Director Agreement or Non-Competition
Agreement), I have a notice requirement that is longer than those specified above, I understand that the longer notice period will apply. I also understand that if my employment is subject to a probation period, the Notice Policy applies only if
notice of termination is given after the probation period has ended. 
 I understand that if I fail to comply in any respect with the Notice Policy, I will
have failed to meet an obligation I have under an agreement with the Firm, as a result of which the Firm may have certain legal and equitable rights and remedies, including, without limitation, forfeiture of the Award(s) and any other awards granted
to me under the SIP. The Firm may forfeit such Award(s) for violation of the Notice Policy irrespective of whether this agreement constitutes a legally recognized permanent change to my terms and conditions of employment, and irrespective of whether
applicable law permits me to make a payment in lieu of notice. In addition, the Firm may seek an order or injunction from a court or arbitration panel to stop a breach and may also seek other permissible remedies. The Firm may hold me personally
liable for any damages it suffers as a result of the breach. 
 This agreement concerning my notice period is being made for and on behalf of my Goldman
Sachs employing entity, and implementation of the Notice Policy does not create an employment relationship between me and GS Inc. 
 3. I have read and
understand the Firm’s hedging and pledging policies (including, without limitation, the “Firmwide Policy with Respect to Personal Transactions Involving GS Securities and GS Equity Awards”), and agree to be bound by them (with respect
to the Award(s) and any prior awards under the SIP), both during and following my employment with the Firm. 
 4. As a condition to this grant, I agree to
open and activate any brokerage, trust, sub-trust, custody or similar account (an “Account”), as required or approved by the Firm in its sole discretion. I agree to access, review, execute and be
bound by any agreements that govern any such Account, including any provisions that provide for the applicable restrictions on transfers, pledges and withdrawals of Shares, permitting the Firm to monitor any such Account, and the limitations on the
liability of the party (which may not be affiliated with the Firm) providing the Account and the Firm. I understand and agree that the Firm may direct the transfer of securities, cash or other assets in my Account to the Firm in connection with any
indebtedness or any other obligation that I have to the Firm, as determined by the Firm in its sole discretion, however such obligation may have arisen. I also agree to open an Account with any other custodian, broker, trustee, transfer agent or
similar party selected by the Firm, if the Firm, in its sole discretion, requires me to open an account with such custodian, broker, trustee, transfer agent or similar party as a condition to delivery of Shares underlying the Award(s). 

5. If the Firm advanced or loaned me funds to pay certain taxes (including income taxes and Social Security, or similar contributions) in connection with the
Award(s) (or does so in the future), and if I have not signed a separate loan agreement governing repayment, I authorize the Firm to withhold from my compensation any amounts required to reimburse it for any such advance or loan to the extent
permitted by applicable law. 
 I understand and agree that, if I leave the Firm, I am required immediately to repay any outstanding amount. I further
understand and agree that the Firm has the right to offset, to the extent permitted by the Award Agreement and applicable law (including Section 409A of the U.S. Internal Revenue Code of 1986, as amended, which limits the Firm’s ability to
offset in the case of United States taxpayers under certain circumstances), any outstanding amounts that I then owe the Firm against its delivery obligations under the Award(s), against any obligations to remove restrictions and/or other terms and
conditions in respect of any Restricted Shares or Shares at Risk (each as defined in the applicable Award Agreement) or against any other amounts the Firm then owes me, including payments of dividends or dividend equivalent payments. I understand
that the delivery of Shares pursuant to the Award(s) is conditioned on my satisfaction of any applicable taxes or Social Security contributions (collectively referred to as “tax” or “taxes” for purposes of the SIP and all related
documents) in accordance with the SIP. To the extent permitted by applicable law, the Firm, in its sole discretion, may require me to provide amounts equal to all or a portion of any Federal, State, local, foreign or other tax obligations imposed on
me or the 

 













 Firm in connection with the grant, vesting or delivery of the Award(s) by requiring me to choose between
remitting such amount (i) in cash (or through payroll deduction or otherwise), (ii) in the form of proceeds from the Firm’s executing a sale of Shares delivered to me pursuant to the Award(s) or (iii) as otherwise permitted in the
Award Agreement(s). However, in no event shall any such choice determine, or give me any discretion to affect, the timing of the delivery of Shares or payment of tax obligations. 

6. In connection with any Award Agreement or other interest I may receive in the SIP or any Shares that I may receive in connection with the Award(s) or any
award I have previously received or may receive, or in connection with any amendment or variation thereof or any documents listed in paragraph 7, I hereby consent to (a) the acceptance by me of the Award(s) electronically, (b) the giving
of instructions in electronic form whether by me or the Firm, and (c) the receipt in electronic form at my email address maintained at Goldman Sachs or via Goldman Sachs’ intranet site (or, if I am no longer employed by the Firm, at such
other email address as I may specify, or via such other electronic means as the Firm and I may agree) all notices and information that the Firm is required by law to send to me in connection therewith including, without limitation, any document (or
part thereof) constituting part of a prospectus covering securities that have been registered under the U.S. Securities Act of 1933, the information contained in any such document and any information required to be delivered to me under Rule 428 of
the U.S. Securities Act of 1933, including, for example, the annual report to security holders or the annual report on Form 10-K of GS Inc. for its latest fiscal year, and that all prior elections that I may
have made relating to the delivery of any such document in physical form are hereby revoked and superseded. I agree to check Goldman Sachs’ intranet site (or, if I am no longer employed by the Firm, such other electronic site as notified to me
by the Firm) periodically as I deem appropriate for any new notices or information concerning the SIP. I understand that I am not required to consent to the receipt of such documents in electronic form in order to receive the Award(s) and that I may
decline to receive such documents in electronic form by contacting___________________________________, which will provide me with hard copies of such documents upon request. I also understand that this consent is voluntary and may be revoked at any
time on three business days’ written notice. 
 7. I hereby acknowledge that I have received in electronic form in accordance with my consent in
paragraph 6 the following documents: 
  

	 	•	 The Goldman Sachs Amended and Restated Stock Incentive Plan (2021); 



 

	 	•	 Summary of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021); 



 

	 	•	 The annual report on Form 10-K for The Goldman Sachs Group, Inc. for
the fiscal year ended _____________; 


  

	 	•	 The Award Agreement(s); and 



 

	 	•	 Summaries of the Award(s) (“Award Summary”). 



8. I expressly authorize any appropriate representative of the Firm to make any notifications, filings or remittances of funds that may be required in
connection with the SIP or otherwise on my behalf. Further, if I am an employee who is resident in South Africa at a relevant time, by accepting my Award(s), I expressly authorize any appropriate representative of the Firm to make any
required notification on my behalf to the Financial Surveillance Department of the South African Reserve Bank (or its authorized dealer) in relation to my participation in the SIP and to any acquisition of Shares for no consideration under the SIP
or other similar filing that may otherwise be required in South Africa. I acknowledge that any such authorization is effective from the date of acceptance of my Award(s) until such time as I expressly revoke the authorization by written notice to
any appropriate representative of the Firm. I understand that this authorization does not create any obligation on the Firm to deal with any such notifications, filings or remittances of funds that I may be required to make in connection with the
SIP and I accept full responsibility in this regard. 
 9. The granting of the Award(s), the delivery of the underlying Shares and any subsequent
dividends or dividend equivalent payments, and the receipt of any proceeds in connection with the Award(s) may result in legal or regulatory requirements in some jurisdictions. I understand and agree that it is my responsibility to ensure that I
comply with any legal or regulatory requirements in respect of the Award(s). 
 10. I confirm that I have filed all tax returns that I am required to file
and paid all taxes I am required to pay with respect to awards previously granted to me by the Firm, and I agree, with respect to both the Award(s) as well as awards previously granted to me by the Firm, to file all tax returns I am required to file
in connection with the Award(s) and any sales of any Shares or other property delivered pursuant to the Award(s) and to pay all taxes I am required to pay. 

11. The goodwill associated with the relationships between the Firm and its clients and prospective clients is a valuable asset of the Firm that is built and
preserved through the combined services and efforts of the Firm and all of its personnel. The Firm provides its employees with a unique platform of financial products and services, confidential and proprietary information, professional training,
access to specialized expertise, research, analytical, operational, and business development support, travel and entertainment expenses and other valuable resources to build and enhance the goodwill associated with the relationships between the Firm
and its clients, as well as to foster and establish such relationships with prospective clients. Accordingly, I acknowledge and




 
agree that (i) because the Firm contributes valuable resources to build and enhance client relationships, including those for which I provide services, it has a legitimate and essential
business interest in protecting the goodwill associated with those relationships; (ii) by my continued employment, I confirm that I have assigned and will assign to the Firm all goodwill I have developed or will develop with persons or entities
with whom I interact while at the Firm and/or who are or will become clients or prospective clients of the Firm in connection with my employment with the Firm, even if I did business with such persons or entities prior to joining the Firm; and
(iii) while at the Firm I do not have and will not acquire any property, proprietary, contractual or other legal right or interest whatsoever in or to any client or prospective client with whom I interact or conduct business while employed by
the Firm or (except to the extent otherwise provided in a written agreement between the Firm and me that governs my compensation) to any current or prospective revenues associated with such client or prospective client (all such interests being
referred to herein as “Intangible Interests”). For the avoidance of doubt, I am hereby assigning all Intangible Interests to the Firm. I acknowledge and agree that my compensation during the term of my employment with the Firm is adequate
financial consideration in this regard, and that no further consideration is necessary (including in respect of obligations applicable to me after my employment with the Firm has ended). 

12. I understand and agree that the terms of any award granted to me under the SIP or any predecessor plan that provide for accelerated vesting, delivery or
transferability as a result of Conflicted Employment (as defined in the applicable Award Agreement) may be limited to the extent prohibited by applicable law or regulation. 

Data Collection, Processing and Transfers: 
 Grantees
residing outside of the European Economic Area (“EEA”) and PRC (defined below): If I am located outside of the EEA and PRC, I consent to the processing of my personal data in accordance with the information set out below. 

Grantees residing in the EEA or the UK: If I am located in the EEA or the UK, my personal data will be processed in accordance with the information set out
below and in the GS HCM – Fair Processing Notice which can be found at http://www.goldmansachs.com/notices/hcm-fpn.html. In the event of any inconsistency, the GS HCM – Fair Processing Notice
shall prevail over this section. 
 Grantees residing in the People’s Republic of China (“PRC”) (which, for the purpose of this
section, excludes Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan): If I am located in the PRC, I give my consent to the processing of my personal data as follows by signing this signature card: 

 

	 	•	 The Firm will process my personal data as set out in this section. I consent to such use.



  

	 	•	 The Firm will process and retain my sensitive personal data as set out in this section and underlined. I
consent to such use. 


  

	 	•	 The Firm will transfer my personal data to third parties within the PRC, as described by this section and
the hyperlinks within it. I consent to such transfers. 


  

	 	•	 The Firm will transfer my personal data to third parties outside the PRC, as described by this section and
the hyperlinks within it. I consent to such transfers. 


 ___ 

In connection with the SIP and any other Firm benefit plan (the “Programs”), to the extent permitted under the laws of the applicable
jurisdiction, the Firm may process (including, where applicable, collecting, transferring/transmitting internationally and/or domestically, disclosing, using and storing) various data that is personal to me, and my data might be deemed sensitive
personal data in certain jurisdictions, including but not limited to my name, address, work location, hire date, Social Security or Social Insurance or taxpayer identification number (required for tax purposes), type and amount of SIP or
other benefit plan award, citizenship or residency (required for tax purposes) and other similar information reasonably necessary for the administration of such Programs (collectively referred to as “Information”) and provide such
Information to its affiliates, Computershare Limited and its affiliates (collectively “Computershare”) and Fidelity Stock Plan Services, LLC, Fidelity Personal Trust Company, FSB and any of their affiliates (collectively
“Fidelity”) or any other service provider, whether in the United States or elsewhere, as is reasonably necessary for the administration of the Programs and under the laws of these jurisdictions. In certain circumstances and subject to any
applicable restrictions regarding cross-border data transfers in the jurisdiction where you reside, where required by law, foreign courts, law enforcement agencies or regulatory agencies may be entitled to access the Information. Unless I


 


  
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explicitly authorize otherwise, the Firm, its affiliates and its service providers (through their respective employees in charge of the relevant electronic and manual processing) will process
this Information only for purposes of administering the Programs. In the United States and in other countries to which such Information may be transferred for the administration of the Programs, the level of data protection is not equivalent to data
protection standards in the member states of the EEA, Switzerland, Canada or certain Canadian provinces or my home country and U.S. public authorities may potentially access such Information. If I am employed in Argentina, the PRC, Peru or Turkey, I
have also read the text in bold in the respective Argentina, the PRC, Peru and Turkey legal notices below (the “Argentina Clause”, the “PRC Clause”, the “Peru Clause” or the “Turkey Clause”) in conjunction
with this Data Collection, Processing and Transfers section, and I acknowledge that such text forms part of this section and that in the event of any inconsistency the Argentina Clause, PRC Clause, Peru Clause or Turkey Clause, as applicable, shall
prevail over this section. Upon request to Equity Compensation (division of HCM), 200 West Street, 19th Floor, New York, NY 10282, telephone (212) 357-1444,
email EquityCompensation@ny.email.gs.com, to the extent required under the laws of the applicable jurisdiction, I may have access to and obtain communication of the Information and may exercise any of my rights in respect of such Information, in
each case free of charge, including objecting to any type of processing of the Information and requesting that the Information be updated or corrected (if wrong), completed or clarified (if incomplete or equivocal), or erased (if it cannot legally
be collected or kept). Upon request, to the extent required under the laws of the applicable jurisdiction, Equity Compensation (division of HCM) will also provide me, free of charge, with a list of all the service providers used in connection with
the Programs at the time of request. There is no legal obligation for me to provide the Firm with the Information and any Information is provided at my own will and consent. If I refuse to authorize the processing of the Information consistent with
the above, I may not benefit from the Programs. The processing of the Information will be consistent with the above for the period of administration of the Programs. In particular (within the limits described above): (i) the Firm will process data
(Firm means GS Inc. and any of its subsidiaries and affiliates); (ii) Fidelity or Computershare will process data; (iii) the Firm’s other service providers will process data; and (iv) data will be transferred to the United States and
other countries, as described above for the purposes set forth herein. A list of the Firm’s international offices and countries to which data that is personal to me can be transferred is set forth at http://www2.goldmansachs.com/who-we-are/locations/index.html. The Information may be retained by the aforementioned persons beyond the period of administration of the Programs to the extent permitted
under the laws of the applicable jurisdiction. 
 Other Legal Notices: 

By accepting (whether expressly or by implication) any benefit granted to me by the Firm, including, without limitation, my Award(s), I acknowledge and agree
to each of the following: 
  

	 	•	 No Public Offer: Awards under the SIP and the Firm’s other compensation and benefit programs
are strictly limited to eligible participants and are not intended to constitute a public offer in any jurisdiction, nor intended for registration in any jurisdiction outside of the U.S. I must keep all Award-related documents confidential and I may
not reproduce, distribute or otherwise make public any part of such documents without the Firm’s express written consent. If I have received any such documents and I am not the intended recipient, I will disregard and destroy them.



  

	 	•	 Transferability: Any provisions permitting transfers to a third party in the Award documents will
not apply to me (i) to the extent that the applicability of those provisions would affect the availability of relevant exemptions or tax favorable treatment, or (ii) otherwise in circumstances determined by the Firm in its sole discretion
from time to time. 


  

	 	•	 Adequate Information: I acknowledge that (i) I have been provided with all relevant
information and materials with respect to the Firm’s operations and financial conditions and the terms and conditions of my Award(s), (ii) I have read and understood such information and materials, (iii) I am fully aware and knowledgeable
of the terms and conditions of my Award(s), and (iv) I completely and voluntarily agree to the terms and conditions of my Award(s). 


  

	 	•	 Independent Advice Recommended: The information provided by the Firm or its service providers in
respect of an Award does not take into account the individual circumstances of recipients and does not constitute investment advice. Awards under the SIP involve certain risks and I should exercise caution. The Firm recommends that I consult my own
independent legal, financial and tax advisors in all






	 	cases, and I acknowledge that I am provided with adequate opportunity to do so. 

  

	 	•	 No Employer Involvement: Except to the extent required by applicable law, all Awards are offered,
issued and administered by GS Inc., a Delaware corporation, and my employer (if it is not GS Inc.) is not involved in the grant of my Award(s) or any other GS Inc. equity compensation. All documents related to the Awards, including the SIP, the
Award Agreement, this Signature Card and the link by which I access these documents, are originated and maintained in the United States. 


  

	 	•	 No Effect on Employment-Related Rights: Any compensation I receive (even on a regular and
repeated basis) in connection with the SIP is discretionary and does not constitute part of my base or normal salary or wages. It does not affect my rights and obligations under the terms of my employment and it will not be taken into account
(except to the extent otherwise required by applicable law) in determining any other employment-related rights I may have, including, without limitation, rights in relation to severance, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits. In particular, I waive any and all rights to compensation or damages in consequence of the termination of my employment
for any reason whatsoever insofar as those rights arise or may arise from me ceasing to have rights under, or be entitled to receive payment in respect of, the SIP as a result of such termination, or from the loss or diminution in value of such
rights or entitlements. This waiver applies whether or not such termination amounts to wrongful or unfair dismissal. 


  

	 	•	 No Additional Entitlements: The grant of an Award is strictly discretionary and voluntary and
neither this Award (even if Award grants are made to me on a regular and repeated basis) nor my employment contract implies any expectation or right in relation to (i) the grant of any Award or similar compensation in the future, (ii) the
terms, conditions and amount of any Award or similar compensation that the Firm may decide to grant in the future, or (iii) continued employment in connection with any Award. 



 

	 	•	 Translations: The official Award documents (including contracts and communications) are in the
English language. I am responsible for ensuring that I fully understand these documents. The English version of the documents will always prevail in the event of any inconsistency with translated or interpreted documents. 



 

	 	•	 Severability: If any provision (in whole or in part) of this Signature Card or the other Award
documents is to any extent illegal, otherwise invalid, or incapable of being enforced, that provision will be excluded to the extent (only) of such invalidity or unenforceability. All other provisions will remain in full effect and, to the extent
possible, the invalid or unenforceable provision will be deemed replaced by a provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision. 



 

	 	•	 Country-Specific Legal Notices: I have read the country-specific legal notices below that pertain
to my place of employment and/or residence (and also the location of my employer, if different), if any, and understand that they apply throughout the term of my Award(s). 



[NON-COMPETITION AND NON-SOLICITATION RESTRICTIONS FOR EMPLOYEES PROVIDING
SERVICES IN ASIA 
 In addition to and without limiting any provisions in the SIP or the applicable Award Agreement(s) (including without limitation the
Award vesting, delivery, forfeiture, termination or repayment provisions) unless provided otherwise in the Restrictions, if I am providing services to the Firm in Asia or to BGH, in view of my importance to the Firm and/or BGH, I hereby agree to and
acknowledge the following: 
 (a) I hereby agree that the Firm or BGH would likely suffer significant harm if I associate with a Covered Enterprise during my
employment and for some period of time after my employment ends. Accordingly, I hereby agree that I will not, without the written consent of the Firm or BGH, during the Restricted Period in the Geographic Area: 

(i) form, or acquire a 5% or greater equity ownership, voting or profit participation interest in, any Covered Enterprise; or 

(ii) associate (including, but not limited to, association as an officer, employee, partner, director, consultant, agent or advisor) with any
Covered Enterprise and in connection with such association engage in, or directly or indirectly manage or supervise personnel engaged in, any activity: 

A. which is similar or substantially related to any activity in which I was engaged, in whole or in part, at the Firm or BGH,


 


  
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 B. for which I had direct or indirect managerial or supervisory responsibility at the Firm or
BGH, or 
 C. which calls for the application of the same or similar specialized knowledge or skills as those utilized by me in my
activities with the Firm or BGH, 
 each such activity being determined with reference to the one-year period
immediately prior to the end of the Asia Service Period, and, in each such case, irrespective of the purpose of the activity or whether the activity is or was in furtherance of advisory, agency, proprietary or fiduciary business of either the Firm
or BGH or the Covered Enterprise. 
 (By way of example only, this provision precludes an “advisory” investment banker from joining a
leveraged-buyout firm, a research analyst from becoming a proprietary trader or joining a hedge fund, or an information systems professional from joining a management or other consulting firm and providing information technology consulting services
or advice to any Covered Enterprise, in each case without the written consent of the Firm or BGH.) 
 (b) I hereby agree that during the Restricted Period, I
will not, in any manner, directly or indirectly, (1) Solicit a Client to transact business with a Covered Enterprise or to reduce or refrain from doing any business with the Firm or BGH, or (2) interfere with or damage (or attempt to
interfere with or damage) any relationship between the Firm or BGH and a Client. 
 (c) I hereby agree that during the Restricted Period, I will not, in any
manner, directly or indirectly: 
 (i) Solicit any Selected Firm Personnel to resign from the Firm or BGH; 

(ii) Solicit any Selected Firm Personnel to apply for or accept employment (or other association) with any person or entity other than the
Firm; or 
 (iii) participate in the hiring of any Selected Firm Personnel (whether as an employee, consultant or otherwise) by any person or
entity other than the Firm, including, without limitation, participating in the identification of individuals for potential hire, and participating in any hiring decision. 

I acknowledge and agree that I will be presumed to have violated this provision if, during the Restricted Period, any Selected Firm Personnel are Solicited or
hired by any entity where I have, or will have, direct or indirect managerial responsibility for such Selected Firm Personnel; provided, however, that if I demonstrate to the Firm’s reasonable satisfaction that I was not involved in the
solicitation or the hiring of the Selected Firm Personnel, I will not be presumed to have violated this Section (c). 
 (d) I acknowledge and agree that
these Restrictions form part of my terms and conditions of employment. I also acknowledge and agree that these Restrictions supersede any part of any other agreement (which, for the avoidance of doubt, excludes the SIP and the Award Agreement(s)),
written or oral, that I am subject to in respect of the same subject matter unless I am notified in writing to the contrary. 
 (e) Prior to accepting
employment with any other person or entity during the Restricted Period, I will provide any prospective employer with written notice of the Restrictions with a copy containing the prospective employer’s name and contact information delivered
simultaneously to the Firm. 
 (f) I understand that the Restrictions may limit my ability to earn a livelihood in a business similar to the business of the
Firm or BGH. I acknowledge that a violation on my part of any of the Restrictions would cause immeasurable and irreparable damage to the Firm or BGH. Accordingly, I agree that the Firm and/or BGH will be entitled to injunctive relief in any court of
competent jurisdiction for any actual or threatened violation of any of the Restrictions in addition to any other remedies it or they may have. In the event that I violate any of the Restrictions, I acknowledge that the Restricted Period shall
automatically be extended by the period of time that I was in violation of the said Restriction(s). I also acknowledge that a violation of any of the Restrictions would constitute my failure to meet an obligation I have under an agreement between me
and the Firm that was entered into in connection with my employment with the Firm and/or BGH, may be detrimental to the Firm and/or BGH and would constitute “Cause” for purposes of any equity-based awards granted to me by the Firm and/or
BGH and will result in my forfeiting such equity-based awards. 
 (g) If any provision (or part of a provision) of the Restrictions is held by a court of
competent jurisdiction to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining such
provisions will not be affected thereby; provided, however, that if any of the Restrictions are held by a court of competent jurisdiction to be invalid, illegal or unenforceable because it exceeds the maximum time period such court determines is
acceptable to permit such provision to be enforceable, such Restrictions will be deemed to be modified to the minimum extent necessary to modify such time period in order to make such provision enforceable hereunder. 

(h) The promises contained in the Restrictions are provided by me for the benefit of each Firm entity and BGH and I acknowledge and agree that each




 
such entity may independently enforce the Restrictions against me. Any benefit that I give or am deemed to have given by virtue of the Restrictions is received jointly and severally by each Firm
entity (including, for the avoidance of doubt, any Firm entity to which I provide services from time to time) and BGH. 
 (i) For the purposes of the
Restrictions, GS Inc. enters into the SIP and Award Agreement(s) applicable to me in connection with the Award(s) in its own capacity and as agent for each other Firm entity and BGH. The consideration for the promises in these Restrictions is given
to me by GS Inc. on its own behalf and on behalf of each other Firm entity (including, for the avoidance of doubt, any Firm entity to which I provide services from time to time) and BGH. 

(j) I acknowledge that the Restrictions set out in this clause are reasonable and necessary for the protection of the legitimate interests of the Firm and/or
BGH, and that, having regard to those interests, such restrictions do not impose an unreasonable burden on me. 
 (k) The Restrictions shall remain in full
force and effect and survive the termination of my employment for any reason whatsoever. 
 (l) If I am subject to the
Non-Competition and Non-Solicitation Agreement for Select Employees in the Equities Division, or a Managing Director subject to a Goldman Sachs Group, Inc. Managing
Director Agreement, the Restrictions shall not apply to me. 
 (m) If I am a Private Wealth Management employee subject to an Employee Agreement Regarding
Confidential and Proprietary Information and Materials and Non-Solicitation, I will be subject to the restrictions contained in clause (a) of the Restrictions but will not be subject to the restrictions
contained in clauses (b) and (c) of the Restrictions. Nothing in the Restrictions will affect the operation of the Employee Agreement Regarding Confidential and Proprietary Information and Materials and
Non-Solicitation. 
 (n) For the purposes of the Restrictions only, the following terms have the following meanings:

 “Asia” means each state and territory in Australia, Brunei, Hong Kong SAR, India, Indonesia, Japan, Korea, Labuan,
Macau SAR, Malaysia, Mongolia, New Zealand, Papua New Guinea, the Philippines, the PRC, Singapore, Taiwan, Thailand and Vietnam.  

“Asia Service Period” means the period during which I am located in Asia and contracted to provide services to a member
of the Firm in Asia or BGH. For the avoidance of doubt, the Asia Service Period does not end when I transfer to another member of the Firm in Asia or BGH. 

“BGH” means Beijing Gao Hua Securities Company Limited, its subsidiaries and affiliates, and its or their respective
successors. 
 “Client” means any client or prospective client of the Firm or BGH (i) to whom I
provided services at any time during the one year period immediately prior to the end of the Asia Service Period, or (ii) for whom I transacted business or solicited at any time during the one year period immediately prior to the end of the
Asia Service Period, or (iii) whose identity became known to me in connection with my employment by the Firm or BGH at any time during the one year period immediately prior to the end of the Asia Service Period. 

“Competitive Enterprise” means an existing or planned business enterprise that (i) engages, or may reasonably be
expected to engage, in any activity, (ii) owns or controls, or may reasonably be expected to own or control, a significant interest in or (iii) is, or may reasonably be expected to be, owned by, or a significant interest in which is, or
may reasonably expected to be, owned or controlled by, any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm or BGH is engaged. The activities covered by this definition
include, without limitation, financial services such as investment banking, public or private finance, lending, financial advisory services, private investing (for anyone other than me and members of my family), merchant banking, asset or hedge fund
management, insurance or reinsurance underwriting or brokerage, property management, or securities, futures, commodities, energy, derivatives or currency brokerage, sales, lending, custody, clearance, settlement or trading. 

“Covered Enterprise” means a Competitive Enterprise and any other existing or planned business enterprise that:
(i) offers, holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by the Firm or BGH or that the Firm or BGH reasonably expects to offer (“Firm Products or
Services”) or (ii) engages in, holds itself out as engaging in or reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by the Firm or BGH or in which the Firm or BGH
reasonably expects to engage (“Firm Activities”). For the avoidance of doubt, Firm Activities include any activity that requires the same or similar skills as any financial activity engaged in by the Firm or BGH or in which the Firm or BGH
reasonably expects to engage, irrespective of whether any such financial activity is in furtherance of an advisory, agency, proprietary or fiduciary undertaking.


 


  
 -4- 













 The enterprises covered by this definition include enterprises that offer, hold themselves out
as offering or reasonably may be expected to offer Firm Products or Services, or engage in, hold themselves out as engaging in or reasonably may be expected to engage in Firm Activities directly, as well as those that do so indirectly by ownership
or control (e.g., by owning, being owned by or by being under common ownership with an enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services or that engages in, holds itself out
as engaging in or reasonably may be expected to engage in Firm Activities). The definition of Covered Enterprise includes, solely by way of example, any enterprise that offers, holds itself out as offering or reasonably may be expected to offer any
product or service, or engages in, holds itself out as engaging in or reasonably may be expected to engage in any activity, in any case, associated with investment banking; public or private finance; lending; financial advisory services; private
investing for anyone other than me or members of my family (including, for the avoidance of doubt, any type of proprietary investing or trading); private wealth management; private banking; consumer or commercial cash management; consumer, digital,
or commercial banking; merchant banking; asset, portfolio or hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures, commodities, energy, derivatives, currency or digital asset
brokerage, sales, lending, custody, clearance, settlement or trading. An enterprise that offers, holds itself out as offering or reasonably may be expected to offer Firm Products or Services, or engages in, holds itself out as engaging in or
reasonably may be expected to engage in Firm Activities is a Covered Enterprise, irrespective of whether the enterprise is a customer, client or counterparty of the Firm or BGH or is otherwise associated with the Firm or BGH and, because each of
the Firm and BGH is a global enterprise, irrespective of where the Covered Enterprise is physically located. 
 “Covered
Extended Absence” means my absence from active employment for at least 180 days in any 12-month period as a result of my incapacity due to mental or physical illness, as determined by the Firm or
BGH (as applicable). 
 “Effective Date” means (i) if the termination is for cause
or Covered Extended Absence, the date on which such termination occurs; or (ii) if I repudiate my employment contract, the date of repudiation as determined by the Firm or BGH (as applicable); or (iii) if I fail to return to work on the
agreed date from an unpaid leave of absence, the day after I was due to return to work. 
 “Firm” means GS Inc., its
subsidiaries and affiliates and its and their respective successors. 
 “Geographic Area” means (i) the
jurisdiction in Asia in which I am located as of the date of execution of the Signature Card; and/or (ii) any other jurisdiction in Asia in relation to which I have substantial product and/or geographical market responsibilities in the one year
period immediately prior to the end of the Asia Service Period; and/or (iii) any other jurisdiction in Asia in relation to which I have substantial employee managerial responsibilities in the one year period immediately prior to the end of the
Asia Service Period; and/or (iv) any other jurisdiction in Asia in relation to which I provided services in the one year period immediately prior to the end of the Asia Service Period. 

“PRC” means, for the purpose of the Restrictions, the People’s Republic of China, excluding Hong Kong SAR, Macau
SAR and Taiwan. 
 “Restricted Period” means (i) in the event of the termination of my employment with the Firm
in Asia or BGH, the Asia Service Period including any notice period applicable under the Notice Policy or, in the event I repudiate my notice requirement or exercise any statutory right to shorten the notice period or if my employment is terminated
without notice or if the Firm elects to shorten the notice period in whole or in part with or without pay in lieu for any period of notice that has been waived or reduced, the Asia Service Period and the period of time equivalent to my notice
requirement commencing from the Effective Date; or (ii) in the event of my employment with the Firm in Asia or BGH ending by reason of the transfer of my employment to another member of the Firm outside Asia, the Asia Service Period and the
period of time equivalent to my notice requirement commencing from the conclusion of the Asia Service Period; or (iii) in the event of the termination of my secondment to the Firm in Asia or BGH and assignment or transfer of my employment to
another member of the Firm outside Asia, the Asia Service Period and the period of time equivalent to my notice requirement commencing from the conclusion of the Asia Service Period. 

“Restrictions” means the non-competition and
non-solicitation restrictions for employees providing services in Asia as set out in (a) to (o) of this section of the Signature Card. 

“Selected Firm Personnel” means any individual: 

(i) who at any point in the 12 months preceding the conduct prohibited by (c) of this section of the Signature Card was a
Firm or BGH employee or consultant; and 
 (ii) (a) with whom I have personally worked at any point during my employment
with the Firm; (b) who, on or at any time during the 12-month period immediately prior to the end of the Asia Service Period, worked in the




 
same division(s) in which I worked; or (c) who holds or has ever held the title of Advisory Director, Managing Director, or Senior Advisor of the Firm. 

“Solicit” means making any direct or indirect communication of any kind whatsoever, regardless of by whom initiated,
inviting, advising, suggesting, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action. The terms “Solicited,” “Soliciting” and “Solicitation” will have their
correlative meanings. 
 (o) Notwithstanding paragraph 1 of this Signature Card, the Restrictions shall be governed by and construed in accordance with the
laws of the jurisdiction in which I am located and providing services to the Firm at the date of execution of the Signature Card. If I am located and providing services to the Firm in a state or territory in Australia, the laws of the jurisdiction
shall be New South Wales. Notwithstanding paragraph 1, any Firm entity (including, for the avoidance of doubt, any Firm entity to which I provide services from time to time) or BGH may at any time elect to enforce the Restrictions in any competent
court of any jurisdiction determined by such entity.] 
 FOR EMPLOYEES IN CERTAIN EUROPEAN UNION JURISDICTIONS (BELGIUM, DENMARK, FRANCE, GERMANY,
IRELAND, LUXEMBOURG AND SWEDEN) 
 You are being offered Award(s) under the SIP in order to provide an additional incentive and to encourage employee
share ownership and to increase your interest in GS Inc.’s success. The Award(s) are offered to you by GS Inc. in accordance with the terms of the SIP which are summarized in the Award Summary. Further details on the rights attaching
to your Award(s) can be found in the Award Summary. More information about GS Inc. is available at www.gs.com.
 The shares subject to the Award(s)
are new or existing ordinary shares in GS Inc. and information on the total maximum number of shares which can be offered under the SIP rules can be found in the section entitled Shares Available for Awards in the SIP. The obligation to
publish a prospectus does not apply because of Article 1(4)(i) of the EU Prospectus Regulation 2017/1129. 
 If applicable, you should also refer to any
additional specific notices below in relation to these jurisdictions. 
 FOR ARGENTINA EMPLOYEES ONLY 

Your Award(s) are being offered to you in your capacity as an employee of the Firm and not aimed at the general public. By receiving and accepting your
Award(s), you are deemed to (i) acknowledge that the Firm has not made, and will not make, any application to obtain an authorization from the National Securities Commission (Comisión Nacional de Valores) for the public offering
of the underlying Shares in Argentina, or otherwise taken any action that would permit a public offering of the underlying Shares in Argentina within the meaning of Argentine Capital Markets Law No. 26,831, as amended, supplemented or otherwise
modified from time to time (the “CML”) and of the Argentine Securities Exchange Commission General Resolution No. 622/2013, as amended, supplemented or otherwise modified from time to time, and ancillary regulations;
(ii) acknowledge that the Argentine Securities Exchange Commission has not approved the offering of the underlying Shares nor any document relating to its offering; and (iii) agree that you will not sell or offer to sell any Shares
acquired upon settlement of your Award(s) in Argentina other than pursuant to transactions that would not qualify as a public offering under Section 2 of the CML. 

The Award documents are being delivered to you in your capacity as an employee of the Firm. Accordingly, receipt and acceptance of the Award documents
constitute your agreement that the information contained in the Award documents may not be (i) reproduced or used, in whole or in part, for any purpose whatsoever other than as a representation of your holding of Shares, or (ii) furnished
to or discussed with any person (other than your personal advisors on a confidential basis) without the express written permission of GS Inc. 
 You
acknowledge that the Access to Public Information Agency, as the enforcing authority of Act 25.326, has the power to attend the reports and claims from those who are affected in their rights consequence of
non-fulfilment of data protection provisions. (La Agencia de Acceso a la Información Pública, en su carácter de Órgano de Control de la Ley No 25.326, tiene la
atribución de atender las denuncias y reclamos que interpongan quienes resulten afectados en sus derechos por incumplimiento de las normas vigentes en materia de protección de datos personales.) 

Additional data protection information for Argentina employees (which should be read in conjunction with, and forms part of, the Data Collection, Processing
and Transfers section above): 

 


  
 -5- 













 You understand that your data may be stored in a database duly registered with the Argentine National Data
Protection Agency, under the name and responsibility of GS Inc. or one of its subsidiaries or affiliates. 
 FOR AUSTRALIA EMPLOYEES ONLY 

GS Inc. undertakes that it will, within a reasonable period of you so requesting and at no charge, provide you with a copy of the rules of the SIP. The market
price of a Share can be accessed at the following link: https://www.nyse.com/index. The Australian dollar equivalent of that market price can be ascertained by applying the prevailing USD/AUD exchange rate published by the Reserve Bank of
Australia, which can be accessed at the following link: http://www.rba.gov.au/statistics/frequency/exchange-rates.html. 
 Any advice given by GS Inc.
in connection with the SIP is general advice only. The documentation does not take into account the objectives, financial situation or needs of any particular person. Before acting on the information contained in the documentation, or making a
decision to participate, you should consider obtaining your own financial product advice from a person who is licensed by the Australian Securities and Investments Commission (ASIC) to give such advice. 

Throughout the period in which you hold a dividend equivalent right you may obtain copies of all information filed by GS Inc. with the U.S. Securities and
Exchange Commission (SEC) which is accessible by GS Inc.’s shareholders and the general public (“shareholder information”) by going to the SEC’s website (https://www.sec.gov) or to the GS Inc. website (www.gs.com),
and at http://www.goldmansachs.com/investor-relations/financials/. You should be aware that shareholder information can affect the value of your dividend equivalent rights from time to time. 

The actual value you receive in respect of the Shares acquired by you will depend on the number of Shares you receive, the market value of a Share, the value
of any dividend and dividend equivalent payments made in respect of a Share, and the USD/AUD exchange rate. 
 There are risks associated with an investment
in Shares and the value of any Shares you receive may be less than the value of those Shares today. Some of those risks are specific to GS Inc.’s business activities while others are of a more general nature. For more detail on those risks,
please refer to GS Inc.’s most recent annual report. Individually or in combination, those risks may affect the value of Shares. 
 Fidelity Personal
Trust Company, FSB (“Trustee”) will hold Shares that are the subject of Award(s). Subject to the terms and conditions of the Award(s), any Shares, and income gained, held on your behalf may only be dealt with by the Trustee with your
direction. You may direct the Trustee on the exercise of any applicable voting rights that you hold in respect of such Shares. GS Inc. undertakes that it will, within a reasonable period of you so requesting and at no charge, provide you with a
copy of the trust deed. 
 FOR BRAZIL EMPLOYEES ONLY 

The Award(s) referred to in this document and the underlying Shares have not been and will not be publicly issued, placed, distributed, offered or negotiated
in the Brazilian capital markets and, as a result, will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários). The Award(s) and the underlying Shares will not be offered or sold in Brazil
under any circumstances that constitute a public offering, placement, distribution or negotiation under the Brazilian capital markets regulation. 
 By
accepting the Award(s), you agree and acknowledge that (i) neither your employer nor any person or entity acting on behalf of your employer has provided you with financial advice with respect to your Award(s) or the Shares acquired upon
settlement of your Award(s); and (ii) your employer does not guarantee a specified level of return on your Award(s) or the registered Shares. 

According to Brazilian regulations, individuals resident in Brazil must inform the Central Bank of Brazil yearly the amounts of any nature, the assets and
rights (including cash and other deposits) held outside of the Brazilian territory. Please consult your own legal counsel on the terms and conditions for presentation of such information. 

By accepting the Award(s), you acknowledge that the Firm has provided you with Portuguese translations of the Award Summary, Award Agreement and Signature
Card, but that the original English versions of these documents control. (Ao aceitar esta outorga, Você reconhece que a Empresa Ihe disponibilizou a versão em português do Award Summary, do Award Agreement e do Signature Card;
porém a versão original em inglês desses documentos prevalecerá.) 
 FOR CHILE EMPLOYEES ONLY 

By accepting the Signature Card connected to your Award, you acknowledge that this legend applies to all Award-related documents and communications. 

General Warning



 Neither GS Inc., the SIP nor the Shares have been registered in the Registro de Valores (Securities
Registry) or in the Registro de Valores Extranjeros (Foreign Securities Registry) of the Comisión para el Mercado Financiero (Chilean Commission for the Financial Market or CMF) and they are not subject to the control of the
CMF. If such securities are offered within Chile, they will be offered and sold only pursuant to Norma de Carácter General 336 (General Regulation 336) of the CMF, an exemption to the registration requirements, or in circumstances
which do not constitute a public offer of securities in Chile within the meaning of Article 4 of the Chilean Securities Market Law 18,045. As the Shares are not registered, the issuer has no obligation under Chilean law to deliver public information
regarding the Shares in Chile. The Shares shall not be subject to public offering in Chile unless they are registered in the Foreign Securities Registry of the CMF. The commencement date of the offer is the date on which these documents were first
provided to you via email. 
 Statement by Investors (Grantees) 

Pursuant to General Regulation 336 (as amended), you are required to inform GS Inc. whether or not you are a “Qualified Investor” as defined in
Norma de Carácter General 216 (General Regulation 216) of the CMF. By accepting the Signature Card connected to your Award, you state to GS Inc. that you are not a Qualified Investor, or if you are a Qualified Investor, that you have
provided a separate statement acknowledging this to GS Inc. (please note that any such statement may be emailed to GS Inc. at EquityCompensation@ny.email.gs.com). By accepting the Signature Card connected to your Award, you further state to GS Inc.
that you acknowledge: 
 (i) that the securities acquired in connection with the SIP will not be registered in the CMF Securities Registry or Foreign
Securities Registry and, therefore, such securities may not be publicly offered in Chile; and 
 (ii) that since GS Inc. is not registered in the registries
kept by the CMF, GS Inc. will not be subject to the CMF’s oversight nor to the ongoing disclosure obligations imposed by the law and regulation on registered issuers. 

English Language 
 You declare that you read and understand
English and that the fact that the official SIP documents are in the English language does not represent any inconvenience or prejudice to you. If you do not understand their content, please contact your HCM contact in order to obtain a Spanish
version. 
 Accessibility of Award Documents 
 The Firm
undertakes to provide you with a copy of the key documents pertaining to your Award in a form that remains accessible even if your employment is terminated. 

SÓLO PARA EMPLEADOS DE CHILE 
 Al aceptar
la “Signature Card” relacionada con su plan, usted reconoce que esta leyenda se aplica a todos los documentos y comunicaciones relacionados con el SIP. 

Advertencia General 
 Ni GS Inc., ni el SIP, ni
las Acciones, han sido registradas en el Registro de Valores o Registro de Valores Extranjeros que lleva la Comisión para el Mercado Financiero (“CMF”) y ninguno de ellos está sujeto a la fiscalización de la CMF. Si
dichos valores son ofrecidos dentro de Chile, serán ofrecidos y colocados sólo de acuerdo a la Norma de Carácter General 336 de la CMF, una excepción a la obligación de registro, o en circunstancias que no
constituyan una oferta pública de valores en Chile según lo definido por el Artículo 4 de la Ley 18.045 de Mercado de Valores de Chile. Por tratarse de valores no inscritos, el emisor de las Acciones no tiene obligación
bajo la ley chilena de entregar en Chile información pública acerca de las Acciones. Las Acciones no pueden ser ofrecidas públicamente en Chile en tanto éstas no se registren en el Registro de Valores Extranjeros de la
CMF. Se informa que la fecha de inicio de la presente oferta será aquella en que estos documentos fueron entregados a usted por primera vez vía email. 

Declaración de los Inversionistas (Destinatarios) 

De conformidad con la Norma de Carácter General N°336 (modificada), se requiere que usted informe a GS Inc. si califica como “Inversionista
Calificado” en los términos de la Norma de Carácter General N°216 de la CMF. Por medio de la aceptación de la Signature Card referida a su Plan, usted declara a GS Inc, que no califica como “Inversionista
Calificado”, o que si califica como “Inversionista Calificado”, usted ha enviado por separado una declaración reconociendo dicha circunstancia a GS Inc. (favor tenga en cuenta que cualquier declaración puede ser enviada
a GS Inc., al correo EquityCompensation@ny.email.gs.com). Por medio de la aceptación de la Signature Card referida a su plan, usted declara a GS Inc, que está en conocimiento de que:


 


  
 -6- 













 (i) los valores adquiridos en conexión con el SIP no estarán inscritos en el Registro de
Valores o en el Registro de Valores Extranjeros de la CMF y, por lo tanto, dichos valores no podrán ser públicamente ofrecidos en Chile; y 

(ii) dado que GS Inc. no está inscrita en los registros mantenidos por la CMF, GS Inc. no estará sujeta a la fiscalización de la CMF ni
a las obligaciones de información continua impuestas por la ley y la regulación a los emisores inscritos. 
 Idioma Inglés

 Usted declara que lee y entiende el idioma inglés, de manera que el hecho de que los documentos oficiales del SIP se encuentren en
idioma inglés no representa ningún inconveniente o perjuicio para usted. En caso de que usted no entienda el contenido de estos documentos, por favor comuníquese con su encargado de recursos humanos, a fin de obtener una
versión en español. 
 Accesibilidad a los Documentos del Plan 

La empresa se obliga a entregarle una copia de los documentos clave relativos al plan de forma tal que permanezcan accesibles a usted incluso luego de
terminada su relación laboral con ésta. 
 FOR THE PEOPLE’S REPUBLIC OF CHINA EMPLOYEES ONLY 

All documentation in relation to the Award(s) is intended for your personal use and in your capacity as an employee of the Firm (and/or its affiliate) and is
being given to you solely for the purpose of providing you with information concerning the Award(s) which the Firm may grant to you as an employee of the Firm (and/or its affiliate) in accordance with the terms of the SIP, this documentation and the
applicable Award Agreement(s). The grant of the Award(s) has not been and will not be registered with the China Securities Regulatory Commission of the People’s Republic of China pursuant to relevant securities laws and regulations, and the
Award(s) may not be offered or sold within the mainland of the People’s Republic of China by means of any of the documentation in relation to the Award(s) through a public offering or in circumstances which require a registration or approval of
the China Securities Regulatory Commission of the People’s Republic of China in accordance with the relevant securities laws and regulations. 
 You
agree that notwithstanding anything to the contrary under the SIP or the Award Agreement(s), the Award(s) may be settled in cash in Renminbi or such other currency, payable by your employing entity in the mainland of the People’s Republic of
China or such other entity, in each case, as may be determined by the Firm in its sole discretion. 
 Additional data protection information for the
People’s Republic of China employees (which should be read in conjunction with, and forms part of, the Data Collection, Processing and Transfers section above): 

You have the ability to request the name, contact information, processing purpose and processing methods for any onshore data controller to which the Firm
discloses your personal data in connection with your Award. You also have the ability to request the information listed in the preceding sentence, as well as information on the procedures that you may follow to exercise your data rights, in relation
to any foreign party to which the Firm discloses your personal data in connection with your Award. The Firm will respond to any such request by you as soon as is reasonably practicable for the Firm. 

FOR FRANCE EMPLOYEES ONLY 
 By accepting the Award(s), you
acknowledge that the Firm has provided you with French translations of the Award Summary, Award Agreement and Signature Card, but that the original English versions of these documents control. 

The provisions of the Award Agreement will apply only in respect of the year to which the Award Agreement relates and will not in any circumstances create any
right or entitlement to you for any future fiscal years. 
 En acceptant cet octroi, vous reconnaissez que la Société vous a transmis une
version française de l’Award Summary (Résumé de l’Octroi), l’Award Agreement (Contrat d’Octroi) et de la Signature Card (Carte de Signature), mais que seule la version originale en langue anglaise fait foi.

 Les dispositions de l’Accord de prime s’appliquent uniquement à l’année concernée par l’Accord de prime et
ne créent en aucune circonstance tous droits ou habilitations s’agissant des années fiscales à venir. 
 FOR HONG KONG
EMPLOYEES ONLY 
 WARNING:



 The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised
to exercise caution in relation to this Award(s). If you are in doubt about any of the contents of this document, you should obtain independent professional advice. 

This document has not been, and will not be, registered as a “prospectus” in Hong Kong under the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap 32) nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap 571) of the Laws of Hong Kong. This document does not constitute an offer or invitation to the
public in Hong Kong to acquire any securities nor an advertisement of securities in Hong Kong. This document is distributed on a confidential basis. 
 By
accepting the Award(s), you acknowledge and agree that you will not be permitted to transfer awards to persons who fall outside the definition of ‘qualifying persons’ in the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap 32) (i.e., a person who is not a current or former director, employee, officer, consultant of the Firm or a person other than the offeree’s wife, husband, widow, widower, child or step-child under the age of 18 years, or as otherwise
defined), even if otherwise permitted under the SIP or any of the related documents. 
 FOR INDIA EMPLOYEES ONLY 

The Award documents (including any related website) do not invite offers from the public for subscription or purchase of the securities of any body corporate
under any law for the time being in force in India. The documents are not a prospectus under the applicable laws for the time being in force in India. GS Inc. does not intend to market, promote, invite offers for subscription or purchase of the
securities of any body corporate by these documents. The information provided in the documents is for the record only. Any person who subscribes or purchases securities of any body corporate should consult their own investment advisors before making
any investments. GS Inc. shall not be liable or responsible for any such investment decision made by any person. 
 FOR INDONESIA EMPLOYEES ONLY 

By accepting the Award(s), you acknowledge that the Firm has provided you with Bahasa Indonesia translations of the Award Summary, Award Agreement and
Signature Card, but that the original English versions of these documents control. Dengan menerima Putusan, Anda menyatakan bahwa Perusahaan telah memberikan Anda terjemahan Bahasa Indonesia dari Ikhtisar Putusan, Perjanjian Putusan dan
Perjanjian dengan Tanda Tangan, tapi versi asli dalam Bahasa Inggris dari dokumen-dokumen ini tetap mengendalikan. 
 FOR ITALY EMPLOYEES ONLY

 The current Award(s) are offered to fewer than 150 natural persons in Italy and therefore the obligation to produce a prospectus in connection with
the Award(s) does not apply because of Article 1(4)(b) of the EU Prospectus Regulation 2017/1129. 
 No person resident or located in Italy other than the
original recipient of this document and any other document related to the Award(s) may rely on such documents or their content. The offer of the Award(s) under the SIP (and the delivery of the underlying Shares) is exempted from prospectus
requirements under Italian securities legislation. 
 Under Italian rules, Italian taxpayers generally must report in their annual tax return the value of
any financial instruments held abroad at year-end (such as financial and real estate assets). Please consult your own advisors regarding the terms and conditions of this reporting obligation. 

FOR NEW ZEALAND EMPLOYEES ONLY 
 GS Inc. is offering you an
Award(s) under the SIP in reliance upon clause 8 of Schedule 1 of the Financial Markets Conduct Act 2013 (offers under employee share purchase schemes) (Exclusion). In accordance with the requirements of the Exclusion, the following
information has been made available to you: 
  

	1.	 GS Inc.’s most recent annual report via https://www.goldmansachs.com/investor-relations/index.html.



  

	2.	 The SIP documentation (which constitutes the current rules of the employee share purchase scheme for the
purposes of the Exclusion) on https://hcm.web.gs.com/newaward. 


  

	3.	 A copy of the Award Agreement on https://hcm.web.gs.com/newaward. 



 

	4.	 GS Inc.’s most recent published audited and unaudited financial statements on
https://www.goldmansachs.com/investor-relations/financials/index.html. 


  

	5.	 A copy of the auditor’s report on the above financial statements (if any) at
https://www.goldmansachs.com/investor-relations/financials/index.html. 


 You may obtain a copy of the documents listed above by
electronic means from the internet site addresses given in each case. You may request hard copies of 

 


  
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 the documents listed above free of charge from Head of Securities Compliance – Goldman Sachs Australia Pty
Ltd. 
 For further information, including the form, dividend payments, vesting, delivery, and transfer restrictions of the Awards, please refer to the
documents listed above. 
 Warning 
 The Award(s) is an
offer of Shares (although the Award may in limited circumstances be settled in cash or other property). The Shares give you a stake in the ownership of GS Inc. You may receive a return if dividends are paid. 

If GS Inc. runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of any preference shares have been paid. You
may lose some or all of your investment. 
 New Zealand law normally requires people who offer financial products to give information to investors before
they invest. This information is designed to help investors to make an informed decision. 
 The usual rules do not apply to this offer because it is made
under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. 

Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. 

The Shares are quoted on a stock exchange. GS Inc. intends to quote these Shares on the New York Stock Exchange (NYSE). This means you may be able to
sell them on the NYSE if there are interested buyers. You may get less than you invested. The price will depend on the demand for the Shares. 
 FOR PERU
EMPLOYEES ONLY 
 If you are employed in Peru, the following statement is hereby made part of the SIP documents: the Shares which may be issued upon
settlement of your Award have not been registered with the Public Registry of the Securities Market administered by the Peruvian Securities Market Superintendence (Superintendencia del Mercado de Valores - SMV) and may not be offered or sold
publicly in Peru. In addition, the contents of the SIP documents have not been reviewed by any Peruvian regulatory authority.  
 Additional data
protection information for Peru employees (which should be read in conjunction with, and forms part of, the Data Collection, Processing and Transfers section above): 

GS Inc., identified by Tax ID Number (EIN) No. 134019460, with registered office at 200 West Street, New York 10282 – United States, will use,
collect, transfer and store your following personal data for the purpose of accessing the SIP: name, address, work location, hire date, Social Security or Social Insurance or taxpayer identification number (required for tax purposes), type and
amount of SIP Awards or other benefit plan award, citizenship or residency (required for tax purposes). Your personal data is necessary for the execution of the SIP, therefore if you express your refusal to provide it, GS Inc. will not be able to
execute the SIP. Your personal data will be stored in a data bank owned by GS Inc., the identity of which can be obtained upon your request, for the time necessary to complete the SIP and/or until the fulfillment of legal obligations provided by the
applicable regulations are applicable to GS Inc. Your personal data could be sent to GS Inc. affiliates, detailed in
http://www2.goldmansachs.com/who-we-are/locations/index.html; including, Computershare Limited and its affiliates and Fidelity Stock Plan Services, LLC, Fidelity
Personal Trust Company, FSB and any of their affiliates; or any other service provider necessary for the administration of the SIP, which will be communicated to you by GS Inc. You may exercise your rights of access, rectification and cancellation
through EquityCompensation@ny.email.gs.com. 
 FOR RUSSIA EMPLOYEES ONLY 

None of the information contained in this Signature Card or the documents that you received in electronic form (as listed in this Signature Card) constitutes
an advertisement of the Award(s) in Russia and must not be passed on to third parties or otherwise be made publicly available in Russia. The Award(s) have not been and will not be registered in Russia and are not intended for “placement”
or “public circulation” in Russia. 
 You understand and agree that the Firm may, in its sole discretion or where required by legal or regulatory
requirements, grant Awards as cash-settled instruments or settle Awards in cash and that you will not have any rights to the Shares underlying your Award(s) (if any). Your Award(s) will remain subject to the terms and conditions contained in the
SIP, the Award Agreement(s), and this Signature Card.



 FOR SAUDI ARABIA EMPLOYEES ONLY 

The Award(s) are offered to you on behalf of Goldman Sachs Saudi Arabia, Commercial Registration Number 1010256672, 25th Floor, Kingdom Tower, Post Office Box 52969, Riyadh 11573, Saudi Arabia. The SIP documents may not be distributed in the Kingdom except to such persons as are permitted under the Rules on the Offer
of Securities and Continuing Obligations issued by the Capital Market Authority. The Capital Market Authority does not make any representation as to the accuracy or completeness of the SIP documents, and expressly disclaims any liability whatsoever
for any loss arising from, or incurred in reliance upon, any part of the SIP documents. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If
you do not understand the contents of the SIP documents you should consult an authorized financial adviser. 
 FOR SINGAPORE EMPLOYEES ONLY 

The Award(s) are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products). 
 The Shares or the Award(s) may not be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with the conditions of, an exemption under any provision of Subdivision (4) of Division 1 of Part XIII of the Securities and Futures Act,
Chapter 289 of Singapore. 
 FOR SPAIN EMPLOYEES ONLY 

Please note that the offer of an Award under the SIP does not constitute a public offer in Spain, and therefore it is not subject to registration with the
Spanish authorities. The Award(s) are offered to you by GS Inc. in accordance with the terms and conditions set forth in the SIP and the Award Agreement(s). The grantees may be subject to certain reporting obligations for the acquisition or disposal
of Shares under the SIP, the opening of cash or brokerage bank accounts abroad and the transfer or receipt of funds. Please consult your own advisors regarding these and other legal or tax obligations that may be applicable. 

FOR TURKEY EMPLOYEES ONLY 
 This offer is not a public
offering in terms of the Turkish Capital Markets legislation and the information provided herein cannot be construed as a public offering. The grant of the Award(s) should not be construed as a public offering or a private placement and is made to
you as an employee of the Firm. You are not obligated to accept your Award(s). Your decision to accept or reject the Award(s) is entirely up to you and will have no impact on your employment or your career, either positive or negative. The grant of
your Award(s) does not change or supplement the terms of your employment in any way. The Award documents do not constitute an employee handbook or an employment contract between you and the Firm. 

The information set forth in the Award documents is solely for informative reasons and the Firm is not hereby giving you nor purports to be giving you
investment or other financial advice. The Firm reserves the right to suspend, change, amend or supplement the terms of the Award documents, in whole or in part, for any reason at any time. If you are in doubt about the merits of the Award documents,
you should contact your financial advisor. 
 Additional data protection information for Turkey employees (which should be read in conjunction with, and
forms part of, the Data Collection, Processing and Transfers section above): 
 In terms of the Law on the Protection of Personal Data No. 6698
and its relevant legislation, GOLDMAN SACHS TK DANIŞMANLIK HİZMETLERİ ANONİM ŞİRKETİ acts as the data controller regarding your personal data in Turkey. 

FOR UK EMPLOYEES ONLY 
 This document does not have regard
to the specific investment objectives, financial situation and particular needs of any specific person who may receive it. Recipients should seek their own financial advice. 

The Award(s) are subject to the terms and conditions set forth in the SIP and the Award Agreement(s). The price of Shares and the income from such Shares (if
any) can fluctuate and may be affected by changes in the exchange rate for U.S. dollars. Past performance will not necessarily be repeated. Levels and bases of taxation may change from time to time. Investors should consult their own tax advisors in
order to understand tax consequences. GS Inc. has (and its associates may have) a material interest in the Shares and the investments that are the subject of this document.


 


  
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 You are being offered Award(s) under the SIP in order to provide an additional incentive and to encourage
employee share ownership and to increase your interest in GS Inc.’s success. The Award(s) are offered to you by GS Inc. in accordance with the terms of the SIP which are summarized in the Award Summary. Further details on the rights attaching
to your Award(s) can be found in the Award Summary. More information about GS Inc. is available at www.gs.com. 
 The shares subject to the Award(s)
are new or existing ordinary shares in GS Inc. and information on the total maximum number of shares which can be offered under the SIP rules can be found in the section entitled Shares Available for Awards in the SIP. The obligation to
publish a prospectus does not apply because of Section 86(aa) of the Financial Services and Markets Act 2000 (as amended, supplemented or substituted by any UK legislation enacted in connection with the UK’s exit from the European Union).




 


  
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