Neiman Marcus 2009 Annual Report Download - page 84

Table of Contents
Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors,
Inc., a Delaware corporation ("Group Advisors"). The managing member of Newton III is TPG GenPar III, L.P., a Delaware
limited partnership, whose general partner is TPG Advisors III, Inc., a Delaware corporation ("Advisors III").
Pursuant to the Newton limited liability company operating agreement, the TPG Funds (collectively) and WP VIII and WP IX
(collectively) each have the separate right to designate four directors to the Board of Directors of Newton, or assign the right to
designate one of their four director designees, to another direct or indirect member of Newton. Messrs. James Coulter,
Jonathan Coslet and Carrie Wheeler are the initial directors appointed by the TPG Funds, and John Donhakl is a director
assignee of Leonard Green & Partners, L.P., as such designation right has been assigned by the TPG Funds.
Because of these relationships, Group Advisors and Advisors III may be deemed to be the beneficial owners of the common
shares directly held by the TPG Funds, WP VIII and WP IX. David Bonderman and James G. Coulter are directors, officers
and sole shareholders of Group Advisors and Advisors III and may therefore also be deemed to be the beneficial owners of the
common shares directly held by the TPG Funds, WP VIII and WP IX. The mailing address for each of Group Advisors,
Advisors III and Messrs. Bonderman and Coulter is c/o TPG Capital, L.P., 301 Commerce Street, Suite 3300, Fort Worth, TX
76102.
(3) Includes the 1,000,000 shares owned by Newton Holding, LLC over which Warburg Pincus Private Equity VIII, L.P.,
Warburg Pincus Netherlands Private Equity VIII, C.V. I, Warburg Pincus Germany Private Equity VIII K. G. (collectively,
"WP VIII") and Warburg Pincus Private Equity IX, L.P. ("WP IX") may be deemed, as a result of their ownership of 43.25%
of Newton Holding, LLC's total outstanding shares and certain provisions under the Newton Holding, LLC operating
agreement, to have shared voting or dispositive power. Warburg Pincus Partners, LLC, a direct subsidiary of Warburg
Pincus & Co. ("WP"), is the general partner of WP VIII. Warburg Pincus IX, LLC, an indirect subsidiary of WP, is the
general partner of WP IX. Warburg Pincus LLC ("WP LLC") is the manager of each of WP VIII and WP IX. WP and WP
LLC may be deemed to beneficially own all of the shares of common stock owned by WP VIII and WP IX. Messrs. Barr,
Lapidus, and Lee disclaim beneficial ownership of all of the shares of common stock owned by the Warburg Pincus entities.
(4) Messrs. Barr and Lee, as partners of WP and managing directors and members of WP LLC, may be deemed to beneficially
own all of the shares of common stock beneficially owned by the Warburg Pincus entities. Messrs. Barr and Lee disclaim any
beneficial ownership of these shares of common stock.
(5) Includes 1,506 shares held for the benefit of a family trust of which Mr. Tansky disclaims beneficial ownership.
(6) Includes 944 shares held for the benefit of a family trust of which Ms. Katz disclaims beneficial ownership.
(7) Messrs. Jonathan Coslet and Carrie Wheeler are each directors of Newton and partners of TPG Capital, L.P., an affiliate of the
TPG Funds. Messrs. Coslet and Wheeler each have no voting or investment power over and each disclaim beneficial
ownership of any Newton common shares held directly or indirectly by the TPG Funds, WP VIII or WP IX.
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