Bond GOLDMAN SACHS GLOBAL 0% ( GB00BRWQZ320 ) in USD

Issuer GOLDMAN SACHS GLOBAL
Market price 100 %  ▲ 
Country  United Kingdom
ISIN code  GB00BRWQZ320 ( in USD )
Interest rate 0%
Maturity 17/12/2015 - Bond has expired



Prospectus brochure of the bond GOLDMAN SACHS INTERNATIONAL GB00BRWQZ320 in USD 0%, expired


Minimal amount /
Total amount /
Detailed description The Bond issued by GOLDMAN SACHS GLOBAL ( United Kingdom ) , in USD, with the ISIN code GB00BRWQZ320, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 17/12/2015







_________________________________________________________
Private Placement Memorandum
______________________________________________
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
PRIVATE PLACEMENT MEMORANDUM FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
in respect of which the payment and delivery obligations of
Goldman Sachs International and Goldman, Sachs & Co. Wertpapier GmbH are
guaranteed by
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
This document (as supplemented and replaced, the "Private Placement Memorandum") constitutes a
private placement memorandum in respect of the Series A Programme (as defined below). Any
Securities (as defined below) issued on or after the date of this Private Placement Memorandum are
issued subject to the provisions herein, if so provided in the pricing supplement specific to such issue
of Securities. This Private Placement Memorandum does not constitute a prospectus for the purpose
of Article 3 of Directive 2003/71/EC (as amended by Directive 2010/73/EU, the "Prospectus
Directive").
Goldman Sachs International ("GSI") and Goldman, Sachs & Co. Wertpapier GmbH ("GSW", and
together with GSI, the "Issuers" and each an "Issuer") may from time to time issue warrants or other
similar instruments (the "Warrants"), certificates or other similar instruments (the "Certificates" and
together with the Warrants, the "Instruments") and notes or other similar instruments (the "Notes",
and together with the Warrants and the Certificates, the "Securities") under the Series A Programme
for the Issuance of Warrants, Notes and Certificates of Goldman Sachs International and Goldman,
Sachs & Co. Wertpapier GmbH as guaranteed by The Goldman Sachs Group, Inc. (the "Programme")
described in this Private Placement Memorandum upon the terms and conditions of the Securities
described herein as completed, in the case of each issue of Securities, by a pricing supplement (the
"Pricing Supplement") specific to each issue of Securities. The payment and delivery obligations of
the Issuers in respect of the Securities are guaranteed by The Goldman Sachs Group, Inc. ("GSG" or
the "Guarantor").
This Private Placement Memorandum may be updated and replaced in its entirety from time to time.
Warning: save for the approval by the Luxembourg Stock Exchange of this Private Placement
Memorandum in respect of Securities to be admitted to trading on the Luxembourg Stock
Exchange's Euro MTF market, this Private Placement Memorandum has not been approved or
reviewed by any regulatory authority in any jurisdiction; nor has any regulatory authority
endorsed the accuracy or adequacy of this Private Placement Memorandum or any product
being offered pursuant to this document. This document is not a prospectus for the purposes of
the Prospectus Directive, may not be used for an offering requiring such prospectus, and the
Issuers will not be responsible for the content of this document in relation to any offering which
requires such a prospectus: This Private Placement Memorandum has been prepared on the
basis that any offer of Securities in any Member State of the European Economic Area (EEA)
will be made pursuant to an exemption from the requirement to produce a prospectus under the
Prospectus Directive for offers of the Securities.
_______________________
The date of this Private Placement Memorandum is 20 June 2014


IMPORTANT INFORMATION
Investing in the Securities may involve exposure to derivatives and may, depending on the terms
of the particular Securities, put your capital at risk. Also, if the relevant Issuer and Guarantor
fails or goes bankrupt, you will lose some or all of your money.
Risks: Investing in Securities involves certain risks, and you should fully understand these before you
invest. See "Risk Factors" below.
Responsibility: The Issuers and the Guarantor accept responsibility for the information contained in
this Private Placement Memorandum and to the best of the knowledge of the Issuers and the Guarantor
(having taken all reasonable care to ensure that such is the case), the information contained in the
Private Placement Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information. Where information in this Private Placement Memorandum has
been sourced from a third party, such information has been accurately reproduced and, so far as the
Issuers and the Guarantor are aware and are able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
Restrictions under the EU Prospectus Directive: This Private Placement Memorandum has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to publish a prospectus for offers of Securities. Accordingly, any person
making or intending to make an offer in that Relevant Member State of Securities which are the subject
of a placement contemplated in this Private Placement Memorandum by the relevant Pricing
Supplement may only do so in circumstances in which no obligation arises for the Issuer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Issuers
nor the Guarantor has authorised, nor do they authorise, the making of any offer of Securities in
circumstances in which an obligation arises for the Issuers to publish a prospectus for such offer.
Admission to trading on the Luxembourg Stock Exchange's Euro MTF market: Application has
been made to the Luxembourg Stock Exchange for Securities issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF") and to
be listed on the Official List of the Luxembourg Stock Exchange. The Euro MTF is not a regulated
market for the purposes of Directive 2004/39/EC. The relevant Pricing Supplement will specify
whether the Securities are to be listed on the Euro MTF or will be unlisted.
Nature of the Guaranty: The payment and delivery obligations of GSI and GSW are guaranteed by
GSG pursuant to a guaranty dated 20 June 2014 (the "Guaranty"). The Guaranty will rank pari passu
with all other unsecured and unsubordinated indebtedness of GSG. GSG is only obliged to pay the
Physical Settlement Disruption Amount instead of delivery of the Deliverable Assets if the Issuer has
failed to deliver the Physical Settlement Amount.
Securities are not bank deposits and are not insured or guaranteed by any United States
governmental agency: The Securities are not bank deposits and are not insured or guaranteed by the
United States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the UK Financial
Services Compensation Scheme or any other government or governmental agency, or insurance
protection scheme.
Potential for discretionary determinations by the Issuer or the Calculation Agent under the
Securities: Under the terms and conditions of the Securities, following the occurrence of certain events
­ relating to the Issuer, the Issuer's hedging arrangements, the Underlying Asset(s), taxation, the
relevant currency or other matters ­ outside of the Issuer's control, the Issuer or the Calculation Agent
may determine in its discretion to take one of the actions available to it in order to deal with the impact
of such event on the Securities or the Issuer or both. These actions may include (i) adjustment to the
terms and conditions of the Securities, (ii) substitution of the Underlying Asset(s) or (iii) early
redemption or exercise of the Securities. Any such discretionary determination by the Issuer or the
Calculation Agent could have a negative impact on the value of the Securities. See, in particular, "Risk
Factors" - risk factor 8 (Risks associated with discretionary powers of the Issuer and the Calculation
Agent including in relation to our hedging arrangements) below.
ii


Important U.S. Notices: None of the Securities, the Guaranty and any securities to be delivered upon
exercise or settlement of the Securities have been, nor will be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws; and trading in
the Securities has not been and will not be approved by the United States Commodity Futures Trading
Commission (the "CFTC") under the United States Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). Except as provided below, Securities and the Guaranty may not be
offered, or sold within the United States or to U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")). The Pricing Supplement relating to an Instrument (but not a Note)
may provide for an offer and sale of the whole or a portion of a Series of Instruments issued by GSI
(but not any other Issuer) within the United States exclusively to qualified institutional buyers ("QIBs")
(as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on the exemption
provided by Rule 144A under the Securities Act. In addition, GSI may from time to time issue
Warrants that will be represented by a Regulation S/Rule 144A Global Warrant which can be offered
and sold to (a) QIBs as defined in, and in reliance on, Rule 144A and (b) investors who are located
outside the United States and are not "US persons" as defined in Regulation S (each, a "Regulation
S/Rule 144A Warrant"). Each purchaser of Instruments offered within the United States is hereby
notified that the offer and sale of such Instruments to it is made in reliance upon the exemption from
the registration requirements of the Securities Act provided by Rule 144A and that such Instruments
are not transferable except as provided under "Selling Restrictions" below. Rights arising under the
Securities will be exercisable by the Holder only upon certification as to non-U.S. beneficial
ownership, unless the Pricing Supplement relating to an Instrument expressly provide otherwise in
connection with an offering of the Instrument pursuant to Rule 144A under the Securities Act. Hedging
transactions involving an Instrument may not be concluded other than in compliance with the Securities
Act.
Securities relating to commodities and commodities futures may not be offered, sold or resold in or into
the United States without an applicable exemption under the Commodity Exchange Act. Unless
otherwise stated in the relevant Pricing Supplement, such Securities may not be offered, sold or resold
in the United States and the Issuers and the Guarantor reserve the right not to make payment or delivery
in respect of such a Security to a person in the United States if such payment or delivery would
constitute a violation of U.S. law.
The Securities have not been approved or disapproved by the Securities and Exchange Commission or
any state securities commission in the United States nor has the Securities and Exchange Commission
or any state securities commission passed upon the accuracy or the adequacy of this Private Placement
Memorandum. Any representation to the contrary is a criminal offence in the United States.
Post-issuance Reporting: Neither the Issuers nor the Guarantor intend to provide any post-issuance
information or have authorised the making or provision of any representation or information regarding
the Issuers, the Guarantor or the Securities other than as contained or incorporated by reference in this
Private Placement Memorandum, in any other document prepared in connection with the Programme or
any Pricing Supplement or as expressly approved for such purpose by the Issuers or the Guarantor. Any
such representation or information should not be relied upon as having been authorised by the Issuers
or the Guarantor. The delivery of this Private Placement Memorandum or any Pricing Supplement shall
not, in any circumstances, create any implication that there has been no adverse change in the financial
situation of the Issuers or the Guarantor since the date hereof or, as the case may be, the date upon
which this Private Placement Memorandum has been most recently supplemented.
Restrictions on the distribution and use of this Private Placement Memorandum and any Pricing
Supplement: The distribution of this Private Placement Memorandum and any relevant Pricing
Supplement and the offering, sale and delivery of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this Private Placement Memorandum or any Pricing
Supplement comes are required by the Issuers and the Guarantor to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Securities and the distribution of this Private Placement Memorandum, any Pricing Supplement and
other offering material relating to the Securities, see "Selling Restrictions" below.
This Private Placement Memorandum and any Pricing Supplement may not be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted
or to any person to whom it is unlawful to make such offer or solicitation, and no action has been taken
or will be taken to permit an offering of the Securities or the distribution of this Private Placement
iii


Memorandum in any jurisdiction where any such action is required. Furthermore, this Private
Placement Memorandum and any Pricing Supplement may only be used for the purposes for which it
has been published.
No person is or has been authorised by the Issuers or the Guarantor to give any information or to make
any representation not contained in or not consistent with this Private Placement Memorandum, any
Pricing Supplement or any other information supplied in connection with an offering of Securities and,
if given or made, such information or representation must not be relied upon as having been authorised
by the Issuers or the Guarantor.
Stabilisation: In connection with the issue of any Tranche of Notes, the person or persons (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
relevant Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However, there is
no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if
begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all
applicable laws and rules.
Certain defined terms: In this Private Placement Memorandum, references to "U.S.$", "$", "U.S.
dollars", "dollars", "USD" and "cents" are to the lawful currency of the United States of America,
references to "", "euro" and "EUR" are to the lawful single currency of the member states of the
European Union that have adopted and continue to retain a common single currency through monetary
union in accordance with European Union treaty law (as amended from time to time), references to "£"
and "STG" are to Sterling, the lawful currency of the United Kingdom, and references to"CNY" are to
Chinese Renminbi, the lawful currency of the People's Republic of China (including any lawful
successor to the CNY). Any other currency referred to in any Pricing Supplement will have the
meaning specified in the relevant Pricing Supplement.
In this Private Placement Memorandum, references to the "Conditions" are: (1) in relation to Notes,
references to the General Note Conditions (as completed, amended and/or replaced by any of the
Specific Product Conditions (if applicable) which are contained in the product supplements in the
Annexes to this Private Placement Memorandum) set out below in this Private Placement
Memorandum and, in relation to any particular Tranche or Tranches of Notes, references to such
General Note Conditions (as completed, amended and/or replaced by any of the Specific Product
Conditions (if applicable)) as completed and (if applicable) amended to the extent described in the
relevant Pricing Supplement; and (2) in relation to Instruments, references to the General Instrument
Conditions (as completed, amended and/or replaced by any of the Specific Product Conditions (if
applicable) which are contained in the product supplements in the Annexes to this Private Placement
Memorandum) set out below in this Private Placement Memorandum and, in relation to any particular
Tranche or Tranches of Instruments, references to such General Instrument Conditions (as completed,
amended and/or replaced by any of the Specific Product Conditions (if applicable)) as completed and
(if applicable) amended to the extent described in the relevant Pricing Supplement.
An Index of Defined Terms is set out at the end of this Private Placement Memorandum.
iv


TABLE OF CONTENTS
Page
SUMMARY .............................................................................................................................................. 1
Provides a summary of key information contained within this Private Placement Memorandum. It is
relevant to all Securities.
RISK FACTORS..................................................................................................................................... 16
Sets out the principal risks inherent in investing in Securities and the risks that may affect the relevant
Issuer's and Guarantor's ability to fulfil their respective obligations under the Securities. It is relevant
to all Securities.
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 35
Incorporates the Registration Document for each Issuer and the Guarantor and certain terms and
conditions. It is relevant to all Securities.
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................. 36
Sets out the terms and conditions applicable to Instruments. It is relevant to Instruments.
GENERAL TERMS AND CONDITIONS OF THE NOTES ................................................................ 80
Sets out the terms and conditions applicable to Notes. It is relevant to Notes.
BOOK-ENTRY CLEARING SYSTEMS............................................................................................. 120
Provides information on the rules and procedures of the relevant clearing system in which the
Securities may be cleared and settled. It is relevant to all Securities.
USE OF PROCEEDS............................................................................................................................ 123
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
TAXATION .......................................................................................................................................... 124
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all
Securities.
SELLING RESTRICTIONS ................................................................................................................. 158
Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is relevant
to all Securities.
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS ................................................. 177
Provides a summary of certain distribution arrangements. It is relevant to all Securities.
GENERAL INFORMATION ............................................................................................................... 178
Provides certain additional information on the Securities, this Private Placement Memorandum, the
Programme and the Issuers. It is relevant to all Securities.
FORMS OF THE NOTES..................................................................................................................... 181
Describes the different forms of Notes. It is relevant to Notes.
FORM OF GUARANTY ...................................................................................................................... 183
v


Sets out the form of the guaranty given by the Guarantor in relation to the Securities. It is relevant to
all Securities.
FORM OF PRICING SUPPLEMENT (INSTRUMENTS) .................................................................. 186
Provides a template Pricing Supplement to be used for each issuance of Instruments. It is relevant to
Instruments.
FORM OF PRICING SUPPLEMENT (NOTES) ................................................................................. 215
Provides a template Pricing Supplement to be used for each issuance of Notes. It is relevant to Notes.
ANNEX 1 - SHARE LINKED PRODUCT SUPPLEMENT................................................................ 248
Sets out additional terms and conditions that are applicable to Share Linked Securities, an overview of
such terms and conditions and additional risk factors applicable to Share Linked Securities. It applies
to Securities for which the relevant Pricing Supplement provides that the Share Linked Conditions are
applicable.
ANNEX 2 - INDEX LINKED PRODUCT SUPPLEMENT ................................................................ 280
Sets out additional terms and conditions that are applicable to Index Linked Securities, an overview of
such terms and conditions and additional risk factors applicable to Index Linked Securities. It applies
to Securities for which the relevant Pricing Supplement provides that the Index Linked Conditions are
applicable.
ANNEX 3 - COMMODITY LINKED PRODUCT SUPPLEMENT.................................................... 321
Sets out additional terms and conditions that are applicable to Commodity Linked Securities, an
overview of such terms and conditions and additional risk factors applicable to Commodity Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Commodity Linked Conditions are applicable.
ANNEX 4 - FX LINKED PRODUCT SUPPLEMENT ....................................................................... 357
Sets out additional terms and conditions that are applicable to FX Linked Securities, an overview of
such terms and conditions and additional risk factors applicable to FX Linked Securities. It applies to
Securities for which the relevant Pricing Supplement provides that the FX Linked Conditions are
applicable.
ANNEX 5 - INFLATION LINKED PRODUCT SUPPLEMENT ....................................................... 374
Sets out additional terms and conditions that are applicable to Inflation Linked Securities, an overview
of such terms and conditions and additional risk factors applicable to Inflation Linked Securities. It
applies to Securities for which the relevant Pricing Supplement provides that the Inflation Linked
Conditions are applicable.
ANNEX 6 - CREDIT LINKED PRODUCT SUPPLEMENT .............................................................. 383
Sets out additional terms and conditions that are applicable to Credit Linked Notes, an overview of
such terms and conditions and the reference credit default swap and additional risk factors applicable
to Credit Linked Notes. It applies to Notes for which the relevant Pricing Supplement provides that the
Credit Linked Conditions are applicable.
ANNEX 7 - TOTAL/EXCESS RETURN CREDIT INDEX LINKED PRODUCT SUPPLEMENT .. 431
Sets out additional terms and conditions that are applicable to Total/Excess Return Credit Index
Linked Securities, an overview of such terms and conditions and additional risk factors applicable to
Total/Excess Return Credit Index Linked Securities. It applies to Securities for which the relevant
Pricing Supplement provides that the Total/Excess Return Credit Index Linked Conditions are
applicable.
vi


ANNEX 8 - EIS NOTES LINKED PRODUCT SUPPLEMENT......................................................... 449
Sets out additional terms and conditions that are applicable to EIS Notes, an overview of EIS Notes
and the preference shares and additional risk factors applicable to EIS Notes. It applies to Notes for
which the relevant Pricing Supplement provides that the EIS Note Payout Conditions are applicable.
INDEX OF DEFINED TERMS ............................................................................................................ 466
vii


HOW TO USE THIS PRIVATE PLACEMENT MEMORANDUM
What is this document for?
This document (the "Private Placement Memorandum"), together with the Registration Document
(as defined below), is intended to provide investors with information necessary to enable them to make
an informed investment decision before purchasing Securities.
What is this document?
This Private Placement Memorandum is intended for private placements of warrants ("Warrants"),
certificates ("Certificates" and together with Warrants, "Instruments") and notes ("Notes", and
together with Warrants and Certificates, "Securities"), which do not require the publication of a
prospectus for the purposes of the Prospectus Directive. It is not a prospectus for the purposes of the
Prospectus Directive and may not be used for an offering requiring such a prospectus. It has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
will be made pursuant to an exemption from the requirement to produce a prospectus under the
Prospectus Directive for offers of Securities. This Private Placement Memorandum is valid for one year
and may be supplemented from time to time.
Who are the Issuers and the Guarantor?
The Securities will be issued by Goldman Sachs International or Goldman, Sachs & Co. Wertpapier
GmbH (as applicable) (together, the "Issuers" and each an "Issuer") and guaranteed by The Goldman
Sachs Group, Inc. (the "Guarantor"). This means that payments of principal and interest (if any) are
subject to the relevant Issuer's and the Guarantor's financial position and their ability to meet their
obligations. This Private Placement Memorandum has incorporated by reference a registration
document dated 20 June 2014, together with each future supplement thereto (the "Registration
Document") which describes the business activities of each Issuer and the Guarantor as well as certain
financial information and material risks faced by each Issuer and the Guarantor (see "Documents
Incorporated by Reference" below).
What are the terms and conditions of the Securities?
The contractual terms of any particular issuance of Securities will be comprised of the terms and
conditions of the Notes set out at pages 80 to 119 of this Private Placement Memorandum (the
"General Note Conditions") or the terms and conditions of the Instruments set out at pages 36 to 79 of
this Private Placement Memorandum (the "General Instrument Conditions"), as the case may be, as
completed by a separate pricing supplement which is specific to that issuance of Securities (the
"Pricing Supplement"). The General Note Conditions or the General Instrument Conditions, as the
case may be, may be completed and/or amended, if so specified in the relevant Pricing Supplement, by
certain additional product conditions set out in the product supplements in the Annexes to this Private
Placement Memorandum (the "Specific Product Conditions") depending on the type of product which
the particular issuance of Securities is linked to. The Specific Product Conditions include the Share
Linked Conditions, the Index Linked Conditions, the Commodity Linked Conditions, the FX Linked
Conditions, the Inflation Linked Conditions and the Total/Excess Return Credit Index Linked
Conditions, the Credit Linked Conditions and the EIS Note Payout Conditions.
What other documents do I need to read?
This Private Placement Memorandum (including the information incorporated by reference within it)
contains all information which is necessary to enable investors to make an informed decision regarding
the financial position and prospects of the relevant Issuer and the Guarantor, and the rights attaching to
the Securities. The information regarding the relevant Issuer and the Guarantor is incorporated by
reference from the Registration Document. The Registration Document itself incorporates information
by reference from publicly available documents. In addition, some of this information relating to the
terms of the Securities is completed in the Pricing Supplement. You should read the Registration
Document, including the documents incorporated by reference therein, as well as the Pricing
Supplement in respect of such Securities, together with this Private Placement Memorandum.
Documents will be made available at the registered office of Goldman Sachs International and on the
website of the Luxembourg Stock Exchange (www.bourse.lu) and the website of Goldman Sachs
(www.gs.com).
viii


SUMMARY
The following summary (the "Summary") should be read as an introduction to this Private Placement
Memorandum and is qualified in its entirety by the more detailed information appearing elsewhere in
this Private Placement Memorandum. Any decision to invest in the Securities should therefore be based
on consideration of this Private Placement Memorandum as a whole (including the documents
incorporated by reference). Terms used in this Summary but not defined have the meanings given to
them elsewhere in the Private Placement Memorandum. In relation to any particular Securities, the
information in this Summary may be supplemented and/or modified by the relevant Pricing
Supplement.
Issuers:
Goldman Sachs International ("GSI").
GSI is an English company formed on 2 June 1988. GSI was re-
registered as a private unlimited liability company in England and
Wales with the Registrar of Companies on 25 February 1994
(registration number 02263951), having previously been registered
as a limited liability company under the name "Goldman Sachs
International Limited".
GSI provides a wide-range of financial services to clients located
worldwide. GSI is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and
the Prudential Regulation Authority.
Goldman, Sachs & Co. Wertpapier GmbH ("GSW").
GSW was established on 6 November 1991 under the laws of the
Federal Republic of Germany. It is a company with limited
liability and has been established for an unlimited period of time.
GSW was established for the purpose of issuing securities, in
particular warrants. Apart from warrants, GSW also issues
certificates and structured bonds. GSW primarily operates in the
Federal Republic of Germany and to a lesser extent in other
European countries including Austria and Luxembourg.
Guarantor:
The Goldman Sachs Group, Inc. ("GSG") in respect of Securities
issued by GSI and GSW.
GSG, together with its consolidated subsidiaries ("Goldman
Sachs"), is a leading global investment banking, securities and
investment management firm that provides a wide range of
financial services to a substantial and diversified client base that
includes corporations, financial institutions, governments and
high-net-worth individuals. Founded in 1869, the firm is
headquartered in New York and maintains offices in all major
financial centres around the world. GSG's headquarters are located
at 200 West Street, New York, New York 10282, USA, telephone
+1 (212) 902-1000.
Goldman Sachs' activities are conducted in the following
segments:
(1)
Investment Banking:
·
Financial Advisory, which includes strategic
advisory assignments with respect to mergers
1


and acquisitions, divestitures, corporate defence
activities, risk management, restructurings and
spin-offs, and derivative transactions directly
related to these client advisory assignments; and
·
Underwriting, which includes public offerings
and private placements, including domestic and
cross-border transactions, of a wide range of
securities, loans and other financial instruments,
and derivative transactions directly related to
these client underwriting activities.
(2)
Institutional Client Services:
·
Fixed Income, Currency and Commodities,
which includes client execution activities related
to making markets in interest rate products,
credit products, mortgages, currencies and
commodities; and
·
Equities, which includes client execution
activities related to making markets in equity
products and commissions and fees from
executing and clearing institutional client
transactions on major stock, options and futures
exchanges worldwide, as well as over-the-
counter transactions. Equities also includes
Goldman Sachs' securities services business,
which provides financing, securities lending and
other prime brokerage services to institutional
clients, including hedge funds, mutual funds,
pension funds and foundations, and generates
revenues primarily in the form of interest rate
spreads or fees.
(3)
Investing & Lending, which includes Goldman Sachs'
investing activities and the origination of loans to provide
financing to clients. These investments, some of which
are consolidated, and loans are typically longer-term in
nature. Goldman Sachs make investments, directly and
indirectly through funds that Goldman Sachs manage, in
debt securities and loans, public and private equity
securities, and real estate entities.
(4)
Investment Management, which provides investment
management services and offers investment products
(primarily through separately managed accounts and
commingled vehicles, such as mutual funds and private
investment funds) across all major asset classes to a
diverse set of institutional and individual clients.
Investment Management also offers wealth advisory
services, including portfolio management and financial
counselling, and brokerage and other transaction services
to high-net-worth individuals and families.
Guaranty:
The payment and delivery obligations of GSI and GSW, in respect
of Securities issued by GSI and GSW are unconditionally and
irrevocably guaranteed by GSG pursuant to a guaranty dated 20
June 2014 made by GSG (the "Guaranty"). The Guaranty will
2