GSBD Goldman Sachs BDC Inc

Control Persons and Principal Stockholders

The following table sets forth, as of                 , 2018, certain ownership information with respect to shares of the Company’s common stock for each of the Company’s current directors (including the nominee), executive officers and directors and executive officers as a group, and each person known to the Company to beneficially own 5% or more of the outstanding shares of the Company’s common stock. With respect to persons known to the Company to beneficially own 5% or more of the outstanding shares of the Company’s common stock, such knowledge is based on beneficial ownership filings made by the holders with the SEC and other information known to the Company. The percentage ownership is based on                  shares of common stock outstanding as of                 , 2018.

3

Dollar Range of Equity Securities Beneficially Owned by Directors

The following table sets out the dollar range of the Company’s equity securities beneficially owned by each of the Company’s directors as of                 , 2018. Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the Exchange Act. The Company is not part of a “family of investment companies,” as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

4

PROPOSAL

AUTHORIZATION TO SELL OR OTHERWISE ISSUE SHARES OF

COMMON STOCK BELOW NET ASSET VALUE

The Company is a closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. As a BDC, the Company is generally prohibited from issuing its common stock at a price below the then-current NAV unless it meets certain conditions, including obtaining Stockholder approval.

As a result, the Company is seeking the approval of the Stockholders so that it may, in one or more public or private offerings of its common stock, sell or otherwise issue shares of its common stock, not exceeding 25% of its then outstanding common stock, at a price below NAV, subject to the conditions set forth in this Proposal. The authorization would include offerings in connection with acquisitions of portfolio companies or other BDCs. If approved, the authorization would be effective for securities issued during a twelve-month period following such Stockholder approval.

The Board, including all of the Independent Directors, recommends the Proposal to the Stockholders for their approval. For these purposes, directors are not deemed to have a financial interest solely by reason of their ownership of the Company’s common stock. The Board believes that flexibility for the Company to sell common stock at a price below NAV would, among other benefits, add financial flexibility to comply with regulatory requirements and credit facility covenants, including the asset coverage requirements of the 1940 Act, and provide access to the capital markets to pursue attractive investment and acquisition opportunities. Upon obtaining the requisite Stockholder approval, the Company will comply with the conditions described in this Proxy Statement in connection with any issuance undertaken pursuant to such authorization. A discussion of the risks of dilution appears below.

Background and Reasons to Offer Common Stock Below NAV

Status as a BDC and RIC and Maintaining a Favorable Debt to Equity Ratio

As a BDC and a regulated investment company (“RIC”) for tax purposes, the Company is dependent on its ability to raise capital through the issuance of its common stock. RICs generally must distribute substantially all of their earnings to stockholders as dividends in order to achieve pass-through tax treatment, which prevents the Company from retaining a meaningful amount of earnings to support operations or growth. Further, as a BDC the Company generally must maintain an asset coverage ratio of at least 2 to 1 in order to incur additional indebtedness. The Company’s revolving credit facility requires an asset coverage ratio of at least 2 to 1 as well. Therefore, to continue to grow the Company’s investment portfolio, the Company must maintain access to the equity capital markets.

Failure to maintain the required asset coverage ratio could have severe negative consequences for the Company, including the inability to pay dividends and breach of covenants in the Company’s credit facility. Although the Company does not currently expect to breach the asset coverage ratio, the markets it operates in and the general economy may be volatile and uncertain. Even if the underlying performance of one or more portfolio companies may not indicate an impairment or inability to repay all principal and interest in full, volatility in the capital markets may negatively impact the valuations of investments and create unrealized capital depreciation on certain investments. Any such write-downs in value (as well as unrealized capital depreciation based on the underlying performance of the Company’s portfolio companies, if any) will negatively impact the Company’s total assets and the resulting asset coverage ratio. Issuing additional equity would allow the Company to realign its debt to equity ratio and avoid these negative consequences. In addition to meeting legal requirements applicable to BDCs, having a more favorable debt to equity ratio would also generally strengthen the Company’s balance sheet and give it more flexibility to fully execute its business strategy.

5

Market Conditions Have Created, and May in the Future Create, Attractive Investment and Acquisition Opportunities

From time to time, capital markets may experience periods of disruption and instability. For example, from 2008 to 2009, the global capital markets were unstable as evidenced by the lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major financial institutions. Despite actions of the U.S. federal government and various foreign governments, worsening general economic conditions materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. While market conditions generally have improved from the beginning of the disruption, there have been recent periods of volatility and adverse market conditions may repeat themselves in the future. If similar adverse and volatile market conditions repeat in the future, we and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital in order to grow. Volatile economic conditions may lead to strategic initiatives such as merger activity in the BDC space. We believe that attractive investment opportunities may present themselves during these periods of volatility, including opportunities to make acquisitions of other companies or investment portfolios at compelling values.

However, these periods of market disruption and instability may adversely affect the Company’s access to sufficient debt and equity capital in order to take advantage of attractive investment and acquisition opportunities that are created during these periods. Debt capital that will be available, if any, may be at a higher cost and on less favorable terms and conditions, and market volatility may adversely affect the market price of the Company’s common stock, causing it to trade at a price below NAV. Stockholder approval to sell or otherwise issue shares of the Company’s common stock at a price below NAV, subject to the conditions set forth in this Proposal, would provide the Company with the flexibility to invest in such attractive investment and acquisition opportunities, which typically need to be made expeditiously.

Board Approval

The Board believes that having the flexibility to issue common stock at a price below NAV in certain instances is in the best interests of the Company and the Stockholders. This would, among other things, add financial flexibility to comply with regulatory requirements and credit facility covenants and provide access to capital markets to pursue attractive investment and acquisition opportunities.

While the Company has no immediate plans to sell or otherwise issue any shares of its common stock at a price below NAV, it is seeking Stockholder approval now in order to provide flexibility if it desires in the future to sell or otherwise issue shares of its common stock at a price below NAV, which typically must be undertaken quickly. The final terms of any such transaction will be determined by the Board at the time of sale or other issuance and the shares of common stock will not include preemptive rights. Also, because the Company has no immediate plans to sell or otherwise issue any shares of its common stock at a price below NAV, it is not possible to describe the transaction or transactions in which such shares of common stock would be sold or otherwise issued. Instead, any transaction in which the Company sells or otherwise issues such shares of common stock, including the nature and amount of consideration that would be received by the Company at the time of sale or other issuance and the use of any such consideration, will be reviewed and approved by the Board at the time of sale or other issuance. If this Proposal is approved, no further authorization from the Stockholders will be solicited prior to any such transaction in accordance with the terms of this Proposal. If approved, the authorization would be effective for securities sold or otherwise issued during a twelve-month period following such Stockholder approval.

Trading History

The following table sets forth, since January 1, 2016, the NAV of the Company’s common stock, the range of high and low closing sales prices of the Company’s common stock reported on the NYSE, the closing sales

6

prices as a premium (discount) to NAV and the dividends or distributions declared by us. On                 , 2018, the last reported closing sales price of the Company’s common stock on the NYSE was $                 per share, which represented a [premium] of approximately                  % to the NAV as of December 31, 2017.

Examples of Dilutive Effect of the Issuance of Shares Below NAV

The following three headings and accompanying tables explain and provide hypothetical examples on the impact of a public offering of the Company’s common stock at a price less than NAV on three different types of investors:

A sale of common stock at a price less than NAV to a third party in a private placement would have an impact substantially similar to the impact on existing Stockholders who do not purchase any shares in the public offerings described below.

Impact on Existing Stockholders Who Do Not Participate in the Offering

Existing Stockholders who do not participate in an offering at a price below NAV or who do not buy additional shares in the secondary market at the same or lower price obtained by the Company in the offering (after any underwriting discounts and commissions) face the greatest potential risks. These Stockholders will experience an immediate dilution in the NAV of the shares of common stock they hold. These Stockholders will also experience a disproportionately greater decrease in their participation in the Company’s earnings and assets and their voting power than the increase the Company will experience in its assets, potential earning power and voting interests due to such offering. These Stockholders may also experience a decline in the market price of

7

their shares, which often reflects to some degree announced or potential increases and decreases in NAV. This decrease could be more pronounced as the size of the offering and level of discounts increases. Further, if Stockholders do not purchase any shares to maintain their percentage interest, regardless of whether such offering is at a price above or below NAV, their voting power will be diluted.

The following chart illustrates the level of NAV dilution that would be experienced by a nonparticipating Stockholder in three different hypothetical offerings of different sizes and levels of discount from NAV. The examples assume that Company XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value of the Company and NAV are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive effect on nonparticipating stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and commissions (a 5% discount from NAV); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and commissions (a 10% discount from NAV); (3) an offering of 250,000 shares (25% of the outstanding shares) at $7.50 per share after offering expenses and commissions (a 25% discount from NAV); and (4) an offering of 250,000 shares (25% of the outstanding shares) at $0.00 per share after offering expenses and commissions (a 100% discount from NAV). The prospectus pursuant to which any discounted offering is made will include a chart for these examples based on the actual number of shares in such offering and the actual discount from the most recently determined NAV. It is not possible to predict the level of market price decline that may occur. These examples are provided for illustrative purposes only.

8

Impact on Existing Stockholders Who Participate in the Offering

Existing Stockholders who participate in an offering at a price below NAV or who buy additional shares in the secondary market at the same or lower price as the Company obtains in the offering (after expenses and commissions) will experience the same types of NAV dilution as the nonparticipating Stockholders, although at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in shares of the Company’s common stock immediately prior to the offering. The level of NAV dilution will decrease as the number of shares such Stockholders purchase increases. Existing Stockholders who buy more than such percentage will experience NAV dilution but will, in contrast to existing Stockholders who purchase less than their proportionate share of the offering, experience accretion in NAV over their investment per share and will also experience a disproportionately greater increase in their participation in the Company’s earnings and assets and their voting power than the Company’s increase in assets, potential earning power and voting interests due to such offering. The level of accretion will increase as the excess number of shares such Stockholder purchases increases. Even a Stockholder who over-participates will, however, be subject to the risk that the Company may make additional discounted offerings in which such Stockholder does not participate, in which case such a Stockholder will experience NAV dilution as described above in such subsequent offerings. These Stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in NAV. This decrease could be more pronounced as the size of the offering and level of discounts increases.

The examples assume that Company XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value of the Company and NAV are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive and accretive effect in the hypothetical 25% discount offering from the prior chart for stockholder A that acquires shares equal to (1) 50% of their proportionate share of the offering (i.e., 1,250 shares, which is 0.50% of the offering of 250,000 shares rather than their 1.00% proportionate share) and (2) 150% of their proportionate share of the offering (i.e., 3,750 shares, which is 1.50% of the offering of 250,000 shares rather than their 1.00% proportionate share). The prospectus pursuant to which any discounted offering is made will include a chart for these examples based on the actual number of shares in such offering and the actual discount from the most recently determined NAV. It is not possible to predict the level of market price decline that may occur. These examples are provided for illustrative purposes only.

9

Impact on New Investors

Investors who are not currently Stockholders and who participate in an offering of the Company’s common stock at a price below NAV, but whose investment per share is greater than the resulting NAV due to selling compensation and expenses paid by the Company, will experience an immediate decrease, although small, in NAV of their shares and their NAV compared to the price they pay for their shares. Investors who are not currently Stockholders and who participate in an offering of the Company’s common stock at a price below NAV and whose investment per share is also less than the resulting NAV due to selling compensation and expenses paid by the Company being significantly less than the discount per share, will experience an immediate increase in the NAV of their shares and their NAV compared to the price they pay for their shares. These investors will experience a disproportionately greater participation in the Company’s earnings and assets and their voting power than the Company’s increase in assets, potential earning power and voting interests due to such offering. These investors will, however, be subject to the risk that the Company may make additional discounted offerings in which such new Stockholder does not participate, in which case such new Stockholder will experience dilution as described above in such subsequent offerings. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in NAV. This decrease could be more pronounced as the size of the offering and level of discounts increases.

The following examples illustrate the level of NAV dilution or accretion that would be experienced by a new stockholder who purchases the same percentage (1.00%) of the shares in the three different hypothetical offerings of common stock of different sizes and levels of discount from NAV. The examples assume that Company XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current net asset value of the Company and NAV are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive and accretive effects on stockholder A at (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and commissions (a 5% discount from NAV); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and commissions (a 10% discount from NAV); (3) an offering of 250,000 shares (25% of the outstanding shares) at $7.50 per share after offering expenses and commissions (a 25% discount from NAV); and (4) an offering of 250,000 shares (25% of the outstanding shares) at $0.00 per share after offering expenses and commissions (a 100% discount from NAV). The prospectus pursuant to which any discounted offering is made will include a chart for these examples based on the actual number of shares in such offering and the actual

10

discount from the most recently determined NAV. It is not possible to predict the level of market price decline that may occur. These examples are provided for illustrative purposes only.

Conditions to Sales or Other Issuances Below NAV

If Stockholders approve this Proposal, the Company will only issue shares of its common stock at a price below NAV pursuant to such approval if the following conditions are met:

For purposes of this Proposal, the 1940 Act defines a “required majority” of directors as both (1) a majority of the Company’s directors who have no financial interest in the transaction and (2) a majority of the Independent Directors. For these purposes, directors are not deemed to have a financial interest solely by reason of their ownership of the Company’s common stock.

11

The Board may determine to issue shares of the Company’s common stock at a price below NAV in a registered public offering or in a private placement either with or without an obligation to seek to register their resale at the request of the holders. The Board may also determine to use an underwriter or placement agent to assist in selling such shares of common stock if it concludes that doing so would assist in marketing such securities on favorable terms.

Key Stockholder Considerations

Before voting on this Proposal or giving proxies with regard to this matter, Stockholders should consider the potentially dilutive effect on the NAV of the issuance of shares of the Company’s common stock at a price less than NAV. Any sale of common stock by the Company at a price below NAV would result in an immediate dilution to existing Stockholders on a per share basis. This dilution would include reduction in the NAV as a result of the issuance of shares at a price below NAV and a proportionately greater decrease in a Stockholder’s per share interest in the earnings and assets of the Company and per share voting interest in the Company than the increase in the assets of the Company resulting from such issuance.

The 1940 Act establishes a connection between market price and NAV because, when stock is sold or otherwise issued at a market price below NAV, the resulting increase in the number of outstanding shares is not accompanied by a proportionate increase in the net assets of the issuer. The Board will consider the potential dilutive effect of the issuance of shares at a price below NAV when considering whether to authorize any such issuance pursuant to the Stockholder approval being sought here.

Stockholders should also consider that they will have no subscription, preferential or preemptive rights to additional shares of common stock proposed to be authorized for issuance, and thus any future issuance of common stock at a price below NAV would dilute a Stockholder’s holdings of common stock as a percentage of shares outstanding to the extent the Stockholder does not purchase sufficient shares in the offering or otherwise to maintain the Stockholder’s percentage interest. Further, if the Stockholder does not purchase, or is unable to purchase, any shares to maintain the Stockholder’s percentage interest, regardless of whether such offering is at a price above or below the then-current NAV, the Stockholder’s voting power will be diluted.

As discussed above, the maximum number of shares issuable at a price below NAV that could result in such dilution is limited to 25% of the Company’s then outstanding common stock.

THE BOARD, INCLUDING EACH OF THE COMPANY’S DIRECTORS WHO HAS NO FINANCIAL INTEREST IN THE TRANSACTION AND EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

12

OTHER BUSINESS

The management of the Company does not know of any other matters to be brought before the Meeting. If such matters are properly brought before the Meeting, proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of Caroline Kraus and Neena Reddy, who are the persons named as proxy.

VOTE REQUIRED

A quorum for the transaction of business at the Meeting is established by the presence, in person or by proxy, of holders representing a majority of the votes entitled to be cast at the Meeting. Stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting and at any postponements or adjournments thereof. There were                  shares of our common stock outstanding on                 , 2018. Each share of common stock is entitled to one vote.

Authorization to Sell or Otherwise Issue Shares of Common Stock Below NAV

Approval of the Proposal requires the affirmative vote of Stockholders holding (1) a majority of the outstanding shares of the Company’s common stock entitled to vote at the Meeting and (2) a majority of the outstanding shares of the Company’s common stock entitled to vote at the Meeting that are not held by affiliated persons of the Company. For purposes of the Proposal, the 1940 Act defines “a majority of outstanding voting securities” of a Company as: the lesser of (1) 67% or more of the voting securities present at the Meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy; and (2) more than 50% of the outstanding voting securities of the Company.

Broker Non-Votes

Broker “non-votes” are shares held in an account with an Authorized Institution for which the broker indicates that instructions have not been received from the beneficial owners or other persons entitled to vote, and the broker does not have discretionary voting authority with respect to a non-routine proposal. Because the Proposal is a non-routine matter, broker non-votes are not entitled to vote at the Meeting, will be treated as shares that are not present for quorum purposes at the Meeting and will have the effect of a vote against the Proposal.

Abstentions

Abstentions will be counted as shares present for purposes of determining whether a quorum is present, but will not be voted for or against the Proposal for which the proxy card has been marked “Abstain”. Accordingly, abstentions will have the effect of a vote against the Proposal.

Adjournment

If less than a quorum is present at the Meeting or if an insufficient number of votes is present for the approval of the Proposal, the chairman of the Meeting shall have the power to adjourn the Meeting from time to time without notice other than announcement at the Meeting.

COMMUNICATIONS WITH THE BOARD

All interested parties, including Stockholders, may send communications to the Board, the Independent Directors, the Chairman or any other individual director, by addressing such communication to the Board, the Independent Directors, the Chairman or to the individual director, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282.

13