THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Sotheby's Holdings, Inc. (BID)

4/11/2006 Proxy Information

In connection with the Recapitalization, which occurred on September 7, 2005, the Company entered into a Transaction Agreement (the “Agreement”) with various affiliates of A. Alfred Taubman and his family (the “Shareholders”). Prior to completion of the transactions contemplated by the Agreement, the Shareholders were the Company's controlling shareholders, holding in the aggregate 14,034,158 shares of Class B Common Stock, representing approximately 62.4% of the aggregate voting power of the Company's capital stock. Robert S. Taubman, A. Alfred Taubman's son, is a director of the Company.

Pursuant to the Agreement, the Company agreed to exchange all 14,034,158 shares of Class B Stock owned by the Shareholders for $168,409,896 in cash and 7.1 million shares of the Company's Class A Common Stock. In the Agreement, each Shareholder agreed to a customary standstill lasting until the earlier of the (1) fourth anniversary of the Recapitalization or (2) 30 days after the date on which (a) the Shareholders, together with their affiliates, own, in the aggregate, securities representing less than ten percent of the Company's total outstanding voting power and (b) no affiliate of any Shareholder is a member of the board of directors of the Company (however, if such 30th day would otherwise occur on or before the second anniversary of the Recapitalization, such 30th day would not be deemed to occur until such second anniversary). Under the standstill, each Shareholder agreed, among other things, unless requested by the Company, not to acquire or propose to acquire ownership of or the ability to vote any securities or other property of the Company or any of its subsidiaries. A. Alfred Taubman is either an affiliate of or has an interest in certain of the Shareholders. In addition, Robert S. Taubman is an affiliate of or has a beneficial interest in certain of the Shareholders. Accordingly, each of them may be deemed to have material direct and indirect interests in the consideration paid to the Shareholders in the Recapitalization.

In addition, a subsidiary of the Company has entered into a contract with the Chatsworth House Trust, of which the Duke of Devonshire, the Deputy Chairman of the Company, is the Chairman, to pay a fee of $180,290 plus a share in any net revenue to conduct an exhibition and sale at Chatsworth during 2006.

From time to time, officers, directors and principal shareholders of the Company and members of their immediate families purchase or sell property through the Company at public auction or in private transactions in the ordinary course of business.

4/15/2005 Proxy Information

In 2004, the Company retained the law firm of Miro Weiner & Kramer, of which Mr. Miro was Chairman and retained in 2004, and continues to retain in 2005, the law firm of Honigman Miller Schwartz and Cohn LLP, in which Mr. Miro is a partner.

The Duke of Devonshire, the Deputy Chairman of the Company, provides consulting services to the Company and is paid £65,000 per year for such services.

4/16/2004 Proxy Information

In 2003, the Company retained, and continues to retain in 2004, the law firm of Miro Weiner & Kramer, of which Mr. Miro is Chairman.

The Company is paying Mr. Sovern $310,000 for his fifth year of service as Chairman of the Board and as a director of the Company. This amount is payable in equal monthly installments, but will be paid in full in the event of a change in control of the Company or his being terminated without cause prior to February 21, 2005. Mr. Sovern also received $100,000 in February 2003 upon the third anniversary of his becoming Chairman of the Board of the Company.

The Marquess of Hartington, the Deputy Chairman of the Company, provides consulting services to the Company and is paid `L'65,000 per year for such services.

4/11/2003 Proxy Information

The Company is paying Mr. Sovern $310,000 for his fourth year of service as Chairman of the Board and as a director of the Company. This amount is payable in equal monthly installments, but will be paid in full in the event of a change in control of the Company or his being terminated without cause prior to February 21, 2004. See 'Compensation of Directors.' Mr. Sovern also received $ 100,000 in February 2003 upon the third anniversary of his becoming Chairman of the Board of the Company.

The Marquess of Hartington, the Deputy Chairman of the Company, provides consulting services to the Company and is paid `L'65,000 per year for such services.

The Company retains the law firm of Miro Weiner & Kramer, of which Jeffrey H. Miro is Chairman, to provide legal services to the Company.

The Company maintains two U.S. bank loan programs, which are available on a selective basis to certain employees at the discretion of the Chief Executive Officer. The first program allows U.S. employees to borrow from a bank on a demand note basis and pay interest at the prime rate. Under the second program, certain executives may borrow from a bank for a term of 15 years to purchase or refinance a residence at an interest rate of the prime rate minus 1.0% to 2.0%. Under all programs, any loan exceeding $500,000 requires the approval of either the Compensation Committee or the Executive Committee of the Board of Directors. All payment obligations under both U.S. bank loan programs are guaranteed by the Company, and all loans under both programs are repayable in full when an employee leaves the Company. Under these loan programs, Stuart N. Siegel, a Named Executive Officer, had a loan of $111,674, which was repaid in full on April 7, 2003, and, Mitchell Zuckerman, a Named Executive Officer, had a loan of $65,509, which was repaid in full on January 15, 2003.