Your vote is important to us. Please exercise your shareholder right to vote.

Our Board Committees

beWithin GTS, Carlyle’s Chief Information Security Officer (CISO) leads our cyber security program, chairs Carlyle’s Information Security Steering Committee (ISSC), and provides cybersecurity status reporting to Carlyle’s Board via its Audit Committee at least annually. Our ISSC meets quarterly and ensures that cybersecurity initiatives are in writingalignment with Carlyle’s strategic priorities. Carlyle’s cybersecurity program supports security governance, security awareness and should include any supporting materialtraining, security engineering and architecture, security risk management, vulnerability management, security monitoring, and 24x7 incident response capabilities. Various components of the shareholder considers appropriatecybersecurity program are audited by Carlyle’s Internal Audit team, which co-sources with third-party cybersecurity experts in supportconducting its assessments. The program is underpinned by the implementation of that recommendation, but must includesecurity best practices, such as those outlined below.

In addition, our Board and the Audit Committee routinely monitor the financial performance of the firm. Our Chief Financial Officer provides the Audit Committee and the Board at each regularly scheduled meeting with critical financial information that would be required underallows the rulesBoard and its committees to perform their oversight responsibilities. The Audit Committee oversees management’s preparation and presentation of the SEC to be included in a proxy statement soliciting proxies forquarterly and annual financial statements and the electionoperation of such candidateour internal controls over financial reporting, including our disclosure and a written consent of the candidate to servevaluation processes.

We view our employees as one of our directors if elected. Shareholders wishingmost valuable assets, and our Board and Compensation Committee are responsible for oversight of the firm’s approach to proposemanaging human capital. In particular, our Board focuses on supporting management’s extensive initiatives to support and expand diversity, equity and inclusion within our workforce, as well as within portfolio companies acquired by our investment funds. During the COVID-19 pandemic, the Board encouraged management’s efforts to protect the health and safety of our people, and to adapt to a candidate for consideration may do so by submittingchanging work environment, with an emphasis on productivity and wellness. In promoting the above informationefficacy of our employee base, the Board encourages compensation that rewards performance and aligns employee incentives with

the best interests of our stakeholders. Our Chief Human Resources Officer facilitates employee engagement surveys and other key employee data and reports regularly to the attentionBoard and Compensation Committee. In addition, our Board oversees our general succession planning strategy and works to ensure that we have sufficient talent, robust development and retention practices and supports our commitment to further diversity, equity and inclusion.

Our employees around the globe are united by our culture, which is driven by our mission to invest wisely and create value while delivering on our strategic plan to grow, build and perform for all of our stakeholders. We seek to achieve our mission and deliver on our strategic plan by creating a culture where employees strive to excel, deliver for the firm, challenge the status quo and leverage diverse perspectives. We encourage our employees to leave their comfort zone and seek out a leading edge while working with passion, creativity and a relentless determination to deliver for our stakeholders. We seek to foster lateral working relationships across and beyond Carlyle while working as one team to drive long-term value creation. We strive to lead by example in driving and embracing change. We foster diverse perspectives by encouraging our employees to engage with others with candor and diversity of thought, promoting a team conscience that is inclusive and empowering. We demand the highest standards of ethical dealings, and we require collaboration and cooperation among all parts of our firm while also emphasizing an environment where our people feel free to voice their views, ideas and suggestions to achieve the best outcome for our stakeholders. In doing so, we bring to bear the best ideas for investment excellence from all areas within our global footprint, and maximize the value of the Corporate Secretary,services we provide. Our Board oversees our leadership team in its efforts to encourage and sustain our culture and values.

Two of our founders, David M. Rubenstein and William E. Conway, Jr., currently serve as Co-Chairmen of the Board. Our Chief Executive Officer, Harvey M. Schwartz, also must satisfyserves as a Board member.

Lawton W. Fitt serves as our Lead Independent Director. She presides at executive sessions of the notification, timeliness, consentindependent directors and information requirements set forth in our certificate of incorporation.

Directors are encouraged to attend the Annual Meeting. All of our incumbent directors attended the 2022 Annual Meeting, Attendancewhich was held virtually.

During 2020,2022, the Board of Directors held 9 meetings, the Audit Committee held 910 meetings, the Compensation Committee held 79 meetings and the Nominating and Corporate Governance Committee held 36 meetings. The Executive Committee only acted by written consent during 2020. During such time,In 2022, each incumbent director attended at least 75% of each of the meetings of the Board and committees on which he or she served during the period for which he or she was a director or committee member, respectively. The independent directors of the company regularly meet in executive session without management.

Our Board of Directors are encouraged to attendhas three standing committees: the Annual Meeting. This Annual Meeting will be our first annual meeting of shareholders.

For a description of certain transactions between us and was admitted to its partnership in 1997. Mr. Buser graduated from Georgetown University.

We continuously engage with our fund investors, shareholders, portfolio companies, people, communities and shareholderscommunities to help us set priorities, assess our progress, and enhance our corporate governance practices. We facilitate these constructive conversations through consistent individual and small group meetings, industry conferences, Carlyle conferences, qualitative and quantitative perception surveys, and engagements with various ESG rating firms. We are committed to ongoing, candid, and transparent communications with all of our stakeholders.

In 2020,2022, we reimaginedcontinued to enhance our approach to communicationsinteractions with our stakeholders building on our successful virtual engagement program commenced during the COVID-19 pandemic, rapidly pivoting to virtual environments to engage withwhile also significantly increasing our investors, our shareholders,participation in hybrid and other stakeholders and increasing the cadence in which we interacted. in-person meetings.

Highlights from 20202022 include:

Our Audit Committee has selected Ernst & Young as our independent registered public accounting firm to perform the audit of our consolidated financial statements for 2021.2023. Representatives of Ernst & Young are expected to be present at our Annual Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The following table summarizes the aggregate fees, including expenses, for professional services provided by Ernst & Young for the years ended December 31, 20202022 and 20192021 (dollars in millions):

References to Carlyle refer to the Company and our consolidated subsidiaries and references to Carlyle Funds refer to the investment funds and vehicles advised by Carlyle.

As noted above, the Audit Committee assists the Board inis directly responsible for appointing, retaining and reviewing our independent registered public accounting firm, Ernst & Young, which process includes, among other things, reviewing and evaluating the qualifications, performance and independence of the audit partners responsible for our audit, and overseeing the required rotation of the lead audit partner. In appointing Ernst & Young, the Audit Committee considered, among other things, the quality and efficiency of the services, the technical capabilities of the engagement teams and the engagement teams’ understanding of our Company’s business. The Audit Committee and the Board believe that the continued retention of Ernst & Young to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders and have recommended that shareholders ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year 2021.2023.

The Audit Committee discussesdiscussed the auditors’ review of our quarterly financial information with the auditors prior to the release of such information and the filing of our quarterly reports with the SEC. The Audit Committee also metreviewed and held discussionsdiscussed with management and Ernst & Young with respect to our audited year-end financial statements.

Further, the Audit Committee discussed with Ernst & Young the matters required to be discussed by the applicable standards of the Public Company AccountAccounting Oversight Board (“PCAOB”) and the SEC and has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with the auditors the auditors’ independence. In determining Ernst & Young’s independence, the Audit Committee considered, among other things, whether Ernst & Young’s provision of audit and non-audit services, and the amount of fees paid for such services, were compatible with the independence of the independent registered public accountants. The Audit Committee also discussed with the auditors and our financial management matters related to our internal controls over financial reporting. Based on these discussions and the written disclosures received from Ernst & Young, the Audit Committee recommended that the Board include the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2022, for filing with the SEC.