Bond GOLDMAN SACHS GLOBAL 0% ( XS2044039704 ) in EUR

GOLDMAN SACHS GLOBAL

100 % ▼

United Kingdom

XS2044039704 ( in EUR )

04/01/2030

Prospectus brochure of the bond Goldman Sachs International XS2044039704 en EUR 0%, maturity 04/01/2030

1 000 EUR

60 000 000 EUR

The Bond issued by GOLDMAN SACHS GLOBAL ( United Kingdom ) , in EUR, with the ISIN code XS2044039704, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 04/01/2030

GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD
(Incorporated with limited liability in Jersey)
as Issuer
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
as Issuer and, in respect of certain Securities only, as Guarantor
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
in respect of certain Securities only, as Guarantor
SERIES P PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
This Base Prospectus
This document is a base prospectus (the "Base Prospectus") prepared for the purposes of Article 8 of
Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). It is valid for 12 months
after its approval (until 13 January 2024) and may be supplemented from time to time to reflect
any significant new factor, material mistake or inaccuracy relating to the information included in
it. The obligation to supplement this Base Prospectus in the event of any significant new factor, material
mistake or material inaccuracy relating to the information included in it does not apply when such Base
Prospectus is no longer valid. This Base Prospectus should be read together with any supplements to it,
any documents incorporated by reference within it, and the "Issue Terms" in relation to any particular
issue of Securities.
The Issuers, the Guarantors and the Programme
The Issuers: Each of Goldman, Sachs & Co. Wertpapier GmbH ("GSW"), Goldman Sachs Finance Corp
International Ltd ("GSFCI") and Goldman Sachs International ("GSI", and together with GSW and
GSFCI, the "Issuers" and each, an "Issuer") may from time to time issue Securities under the Series P
Programme (the "Programme") described in this Base Prospectus upon the terms and conditions of the
Securities described herein as completed (and, in the case of Exempt Securities, potentially as amended),
in the case of each issue of Securities, by Issue Terms (as described below).
The Guarantors: Securities issued under the Programme do not have the benefit of a Guarantee, save
as described below:
·
Securities issued by GSW: The payment obligations and (save as described below) delivery
obligations of GSW under the Securities are guaranteed by either (as specified in the applicable
Issue Terms) (a) GSG pursuant to the GSG Guaranty (as described below) or (b) GSI pursuant
to either (i) for Securities (other than PSL Notes), the GSI Guarantee or (ii) for PSL Notes, the
GSI (Cayman) Guarantee (each as described below).
Investors should carefully review the relevant Issue Terms to determine whether the
Securities issued by GSW have the benefit of the GSG Guaranty the GSI Guarantee or
the GSI (Cayman) Guarantee.

i

·
Securities issued by GSFCI: The payment obligations and (save as described below) delivery
obligations of GSFCI under the Securities are guaranteed by GSG pursuant to the GSG Guaranty
(as described below).
·
Securities issued by GSI: Unless otherwise specified in the relevant Issue Terms, Securities
issued by GSI do not have the benefit of a Guarantee. If specified in the relevant Issue Terms,
the payment obligations and (save as described below) delivery obligations of GSI under the
Securities are guaranteed by GSG pursuant to the GSG Guaranty (as described below).
Investors should carefully review the relevant Issue Terms to determine whether or not
the Securities issued by GSI have the benefit of the GSG Guaranty.
Each of the GSG Guaranty, GSI Guarantee and GSI (Cayman) Guarantee will rank pari passu with all
other unsecured and unsubordinated indebtedness of the relevant Guarantor.
If the Issuer fails to satisfy its delivery obligations under the Securities, the relevant Guarantor (if any)
is only obliged to pay a cash amount instead of delivering the Deliverable Assets.
The Securities
Securities issued under the Programme may be in the form of warrants (the "Warrants"), certificates
(the "Certificates" and together with the Warrants, the "Instruments") or notes (the "Notes" and
together with the Instruments, the "Securities"). Securities will give the holder certain rights against the
relevant Issuer, including the right to receive one or more cash amounts or delivery of a specified asset
or assets, against payment of a specified sum. These rights will be set forth in the terms and conditions
(the "Terms and Conditions" or the "Conditions") of the Securities, which shall comprise:
·
the "General Instrument Conditions" (in the case of Instruments), commencing on page 201 of
this Base Prospectus, or the "General Note Conditions" (in the case of Notes), commencing on
page 305 of this Base Prospectus;
·
where the Securities are linked to one or more Underlying Assets (as described below), the terms
and conditions relating to such Underlying Asset(s) set out in the "Underlying Asset
Conditions", commencing on page 502 of this Base Prospectus, which are specified to be
applicable in the relevant Issue Terms;
·
the "coupon" terms (if any) of the Securities set out in the "Coupon Payout Conditions",
commencing on page 406 of this Base Prospectus, which are specified to be applicable in the
relevant Issue Terms;
·
the "autocall" terms (if any) of the Securities (other than PSL Notes and Credit Linked
Securities) set out in the "Autocall Payout Conditions", commencing on page 430 of this Base
Prospectus, which are specified to be applicable in the relevant Issue Terms;
·
the "payout" terms of the Securities (other than PSL Notes and Credit Linked Securities) set out
in the "Payout Conditions", commencing on page 441 of this Base Prospectus, the "PSL Note
Payout Conditions" in the case of PSL Notes commencing on page 499 of this Base Prospectus,
or the "Credit Linked Conditions" in the case of Credit Linked Securities commencing on page
729 of this Base Prospectus, which are specified to be applicable in the relevant Issue Terms;
and
·
the issue specific details of the particular issue of Securities as set out in a separate "Issue Terms"
document.
Final Terms
A "Final Terms" document shall be prepared in respect of each issue of Securities, save as provided in
"Pricing Supplement" below. In addition to specifying the form of the Security (be it a Warrant,
Certificate or Note), and which of the Coupon Payout Conditions (if any), Autocall Payout Conditions
(if any), Payout Conditions and Underlying Asset Conditions (if any) apply to the Securities, the Final
Terms will include other important information in relation to the particular issue of Securities such as,

ii

for example, payment and maturity dates, amounts, rates and (if applicable) the Underlying Asset(s) on
which the return on the Securities will be dependent.
Pricing Supplement
A separate "Pricing Supplement" document shall be prepared in respect of each issue of Exempt
Securities, provided that at the discretion of the Issuer a Final Terms may be prepared in respect of an
issue of Non-EEA Securities. For such purpose, "Exempt Securities" are Securities for which no
prospectus is required to be published under the EU Prospectus Regulation (or in respect of which a
separate prospectus will be published under the EU Prospectus Regulation other than this Base
Prospectus), and "Non-EEA Securities" are Securities in respect of which none of the Issuer or Dealer(s)
shall offer or apply for listing within the European Economic Area. In addition to specifying the form of
the Securities (be it a Warrant, Certificate or Note), and which of the Coupon Payout Conditions (if any),
Autocall Payout Conditions (if any), Payout Conditions and Underlying Asset Conditions (if any) apply
to the Securities, the Pricing Supplement will include other important information in relation to the
particular issue of Securities such as, for example, payment and maturity dates, amounts, rates and (if
applicable) the Underlying Assets(s) (as described below) on which the return on the Securities will be
dependent. The Pricing Supplement may replace or modify the General Terms and Conditions of Notes
or the General Terms and Conditions of Instruments, Coupon Payout Conditions (if any), Autocall
Payout Conditions (if any), Payout Conditions and Underlying Asset Conditions (if any) to the extent so
specified or to the extent inconsistent with the same.
Issue Terms
An "Issue Terms" means either (i) the relevant Final Terms or (ii) the relevant Pricing Supplement, as
applicable in respect of the relevant Securities.
Types of Underlying Assets
The amount payable or deliverable under some, but not all, of the Securities issued under this Base
Prospectus may depend on the performance (which can be measured in different ways) of one or more
underlying reference assets ("Underlying Assets"), including:
·
a share (including a depositary receipt and an exchange traded fund);
·
an equity index, futures, options or other derivatives contracts on an equities index;
·
an index that is composed by the relevant Issuer or affiliate (a "proprietary index");
·
a commodity;
·
a commodity index;
·
a foreign exchange rate;
·
an inflation index or other consumer price index;
·
an interest rate or constant maturity swap rate;
·
a fund;
·
a basket of the above;
·
a preference share issued by Goldman Sachs (Cayman) Limited; and
·
the credit risk of a reference entity or a basket of reference entities.
Securities will not be linked to shares in the relevant Issuer or by any legal entity belonging to the same
group (save that Securities may be linked to preference shares of Goldman Sachs (Cayman) Limited).
Risk Factors
Before purchasing Securities, you should carefully consider the information in this Base
Prospectus, in particular, the section "Risk Factors" commencing on page 19.
Commonly Asked Questions and Index of Defined Terms
A list of commonly asked questions and replies is set out in the section "Commonly Asked Questions
about the Programme" commencing on page 186 of this Base Prospectus.
A list of all of the defined terms used in this Base Prospectus is set out in the section "Index of Defined
Terms" commencing on page 1576 of this Base Prospectus.

iii

Statements in relation to prospects, financial position or financial performance
In this Base Prospectus, where GSI, GSW, GSFCI and GSG make statements that "there has been no
material adverse change in the prospects" and "no significant change in the financial position or
financial performance" of GSI, GSW, GSFCI and GSG, respectively, references in these statements to
the "prospects" and "financial or trading position" of GSI, GSW, GSFCI and GSG are specifically to
their respective ability to meet their full payment obligations under the Securities (in the case of each of
GSI, GSW and GSFCI) or the Guarantees (in the case of each of GSI and GSG (as applicable)) in a
timely manner. Material information about the respective financial Condition and prospects of GSI,
GSW, GSFCI and GSG is included in each of GSI's, GSW's, GSFCI's and GSG's annual and interim
reports, which are incorporated by reference into this Base Prospectus.
Italian Certificates
The relevant Issuer(s) may, from time to time, issue Certificates which are cleared through Monte Titoli,
admitted to trading on the regulated market of Borsa Italiana S.p.A., and/or on SeDeX, a multilateral
trading facility organised and managed by Borsa Italiana S.p.A. and/or on the EuroTLX market, a
multilateral trading facility organised and managed by Borsa Italiana S.p.A., and/or which are offered in
Italy, and which are specified as Italian Certificates in the relevant Issue Terms ("Italian Certificates").
In the case of such Italian Certificates, references in the terms and conditions thereof to:
·
"principal" and "principal amount", respectively, shall be construed to be to "invested amount";
·
"nominal amount" shall be construed to be to "calculation amount";
·
"settlement" and "settle" and "settled" shall be construed to be to, respectively, "termination"
and "terminate" and "terminated";
·
"redemption" and "redeem" and "redeemed" shall be construed to be to, respectively,
"termination" and "terminate" and "terminated";
·
"interest", "interest payment date", "interest period" and "rate of interest" (and related
expressions) shall be construed to be to, respectively, "premium", "premium payment date",
"premium period" and "premium rate"; and
·
"maturity" and "maturity date" shall be construed to be to, respectively, "final termination" and
"final termination date";
and, in each case, all related expressions shall be construed accordingly.
The date of this Base Prospectus is 13 January 2023.

iv

IMPORTANT NOTICES
Investing in the Securities may involve exposure to derivatives and may, depending on the terms
of the particular Securities, put your capital at risk and you may lose some or all of your
investment. Also, if the relevant Issuer and (if applicable) the relevant Guarantor fail or go
bankrupt, you will lose some or all of your investment.

Neither the Securities nor the Guarantees are bank deposits, and neither are insured or
guaranteed by any governmental agency: The Securities and the Guarantees are not bank deposits
and are not insured or guaranteed by the UK Financial Services Compensation Scheme, the Jersey
Depositors Compensation Scheme, the United States Federal Deposit Insurance Corporation, the U.S.
Deposit Insurance Fund or any other government or governmental or private agency or deposit
protection scheme in any jurisdiction.

This Base Prospectus may be (i) registered in Switzerland with the reviewing body (Prüfstelle) SIX
Exchange Regulation AG or another reviewing body approved by the Swiss Financial Market
Supervisory Authority FINMA as a foreign prospectus that is also deemed to be approved in Switzerland
pursuant to Article 54 paragraph 2 of the Swiss Federal Act on Financial Services ("Financial Services
Act"; "FinSA") for inclusion on the list of approved prospectus pursuant to Article 64 para. 5 FinSA, (ii)
deposited with this reviewing body and (iii) published pursuant to Article 64 FinSA.
The Securities do not constitute a participation in a Collective Investment Scheme within the
meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). The Securities
are neither subject to the authorisation nor to the supervision by the Swiss Financial Market
Supervisory Authority FINMA ("FINMA") and investors do not benefit from the specific investor
protection provided under the CISA. Investors should be aware that they are exposed to the credit
risk of the relevant Issuer and the relevant Guarantor, if any, respectively.

The Luxembourg Commission de Surveillance du Secteur Financier has neither approved nor reviewed
the information contained in this Base Prospectus in relation to the offer to the public in Switzerland or
an admission to trading on any market in Switzerland.
In accordance with article 36 para. 4 lit. b FinSA, the Issuer consents, to the extent and under the
conditions, if any, as specified in the relevant Final Terms, to the use of this Base Prospectus and the
relevant Final Terms by any financial intermediary specified in the relevant Final Terms under "Consent
to Use the Base Prospectus in Switzerland" for publicly offering the Securities on the basis of and in
accordance with this Base Prospectus and the relevant Final Terms.
This Base Prospectus has also been approved by the Luxembourg Stock Exchange as a prospectus for
the purposes of Part IV of the Luxembourg Act dated 16 July 2019 on prospectuses for securities (the
"Luxembourg Prospectus Law") in respect of Securities (including Exempt Securities) issued under
the Programme to be admitted to the Official List and admitted to trading on the Euro MTF Market of
the Luxembourg Stock Exchange (the "Euro MTF") (including the professional segment of the Euro
MTF) during the twelve-month period after the date of approval by the Luxembourg Stock Exchange in
respect of this Base Prospectus. This Base Prospectus also constitutes a base listing particulars for the
purpose of the Prospectus Act.
Notwithstanding the above, the Issuer(s) may file a supplement with the Luxembourg Stock Exchange
for approval from time to time to amend the terms and conditions set out herein.
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

v

could have a negative impact on the value of the Securities. See, in particular, "Risk Factors" - risk factor
8 (Risks associated with conflicts of interest between Goldman Sachs and purchasers of Securities and
discretionary powers of the Issuer and the Calculation Agent including in relation to our hedging
arrangements) below.
Important - EEA Retail Investors: Unless the Issue Terms in respect of the Securities specifies
"Prohibition of Sales to EEA Retail Investors" as "Not Applicable", the Securities are not intended to be
offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available
to, any retail investor in the European Economic Area. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97,
as amended, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of the MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "EU PRIIPs Regulation") for offering or selling the Securities or otherwise making them available
to retail investors in the European Economic Area has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the European Economic Area may
be unlawful under the EU PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities include a legend entitled "Prohibition of Sales to EEA Retail Investors" but where the
Issuer subsequently prepares and publishes a key information document under the EU PRIIPs
Regulation in respect of such Securities, then following such publication, the prohibition on the
offering, sale or otherwise making available the Securities to a retail investor in the EEA as
described in the above paragraph and in such legend shall no longer apply in relation to any
member state whose requirements for a key information document in relation to the relevant
Securities have been satisfied.
Important - UK Retail Investors: Unless the Issue Terms in respect of the Securities specifies
"Prohibition of Sales to UK Retail Investors" as "Not Applicable", the Securities are not intended to be
offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available
to, any retail investor in the United Kingdom. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA and
regulations made thereunder (the "UK Prospectus Regulation"). Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them
available to retail investors in the United Kingdom has been prepared and therefore offering or selling
the Securities or otherwise making them available to any retail investor in the United Kingdom may be
unlawful under the UK PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities include a legend entitled "Prohibition of Sales to UK Retail Investors" but where the
Issuer subsequently prepares and publishes a key information document under the UK PRIIPs
Regulation in respect of such Securities, then following such publication, the prohibition on the
offering, sale or otherwise making available the Securities to a retail investor in the United
Kingdom as described in the above paragraph and in such legend shall no longer apply.
Important U.S. Legal Notices: None of the Securities, the Guarantees 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 Guarantees 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 Issue Terms relating to an Instrument (but not a Note) may provide for an

vi

offer and sale of the whole or a portion of a Series of Instruments issued by GSI (but not any other Issuer)
to qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Securities Act ("Rule
144A")) within the United States in reliance on an exemption from the registration requirements of the
Securities Act for transactions not involving any public offering ("Private Placement Exemption"). 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 (a) offered and sold to QIBs in reliance on the Private Placement
Exemption and (b) offered and sold to 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 Private Placement Exemption and that such Instruments
are not transferable except as provided under "Selling Restrictions" below. Rights arising under the
Instruments will be exercisable by the Holder only upon certification as to non-U.S. beneficial
ownership, unless the Issue Terms relating to an Instrument expressly provide otherwise in connection
with an offering of the Instruments that may be resold 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 or the Commodity Exchange Act, as applicable.
Securities issued by GSI or GSW relating to commodities and commodities futures (within the meaning
of the Commodity Exchange Act and the rules and regulations of the CFTC thereunder), or securities
issuable upon exercise of certain of the Securities, 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 Issue Terms, such Securities may not be offered, sold or resold in the United States and GSI
or GSW, as applicable, and the relevant Guarantor (if applicable) 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. Securities issued by GSFCI relating to commodities and
commodities futures (within the meaning of the Commodity Exchange Act and the rules and regulations
of the CFTC thereunder), or securities issuable upon exercise of certain of the Securities, may not be
offered, sold or resold in or into the United States at any time. Such Securities may not be offered, sold
or resold in the United States and GSFCI and GSG, as Guarantor reserve the right not to make payment
or delivery in respect of such a Security to a person in the United States.
The Securities have not been approved or disapproved by the Securities and Exchange Commission (the
"SEC") or any state securities commission in the United States nor has the SEC or any state securities
commission passed upon the accuracy or the adequacy of this Base Prospectus. Any representation to
the contrary is a criminal offence in the United States.
Important notice in relation to Securities offered in the Kingdom of Bahrain
In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Base
Prospectus together with any Issue Terms and related offering documents must be in registered form and
must only be marketed to existing account holders and accredited investors as defined by the Central
Bank of Bahrain ("CBB") in the Kingdom of Bahrain where such investors make a minimum investment
of at least U.S.$100,000 or any equivalent amount in other currency or such other amount as the CBB
may determine.
This Base Prospectus does not constitute an offer of securities in the Kingdom of Bahrain pursuant to the
terms of Article (81) of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of
2006). This Base Prospectus, together with any Issue Terms and related offering documents have not
been and will not be registered as a prospectus with the CBB. Accordingly, no Securities may be offered,
sold or made the subject of an invitation for subscription or purchase nor will this Base Prospectus
together with any Issue Terms or any other related documents or material be used in connection with any
offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly, to persons in
the Kingdom of Bahrain, other than as marketing to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered this Base Prospectus together with any Issue Terms
or related offering documents and it has not in any way considered the merits of the securities to be
marketed for investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes
no responsibility for the accuracy and completeness of the statements and information contained in this
Base Prospectus and expressly disclaims any liability whatsoever for any loss howsoever arising from
reliance upon the whole or any part of the content of this Base Prospectus.

vii

No offer of Securities will be made to the public in the Kingdom of Bahrain and this Base Prospectus
together with any Issue Terms or related offering documents must be read by the addressee only and
must not be issued, passed to, or made available to the public generally.
The CBB and the Bahrain Bourse assume no responsibility for the accuracy and completeness of the
statements and information contained in this Base Prospectus and expressly disclaim any liability
whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of
this Base Prospectus.
Each of the responsible persons (as defined in "Important Legal Information" below) accepts
responsibility for the information given in this Base Prospectus and confirms that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to
the best of its knowledge, in accordance with the facts and does not omit anything likely to affect its
import.
Any offer of Securities to investors in the Kingdom of Bahrain will be made by way of private placement.
For the avoidance of doubt, no offer of Securities will be made to the public in the Kingdom of Bahrain.
All offers of Securities to investors in the Kingdom of Bahrain are therefore intended for "Accredited
Investors" only. "Accredited Investors" are defined as:
·
individuals holding financial assets (either singly or jointly with their spouses) of
U.S.$1,000,000 or more, excluding that person's principal place of residence;
·
companies, partnerships, trusts or other commercial undertakings, which have financial assets
available for investment of not less than U.S.$1,000,000; or
·
governments, supranational organisations, central banks or other national monetary authorities,
and state organisations whose main activity is to invest in financial instruments (such as state
pension funds).
All offers of Securities to investors in the Kingdom of Bahrain will be made by way of private placement
and may only be offered to investors in the Kingdom of Bahrain in minimum subscriptions of
U.S.$100,000 (or equivalent in other currencies).
Post-issuance Reporting: Neither the Issuers nor the Guarantors intend to provide any post-issuance
information or have authorised the making or provision of any representation or information regarding
the Issuers, the Guarantors or the Securities other than as contained or incorporated by reference in this
Base Prospectus, in any other document prepared in connection with the Programme or any Issue Terms
or as expressly approved for such purpose by the Issuers or the Guarantors. Any such representation or
information should not be relied upon as having been authorised by the Issuers or the Guarantors. Neither
the delivery of this Base Prospectus nor the delivery of any Issue Terms shall, in any circumstances,
create any implication that there has been no adverse change in the financial situation of the Issuers or
the Guarantors since the date hereof or, as the case may be, the date upon which this Base Prospectus has
been most recently supplemented.
Restrictions and distribution and use of this Base Prospectus and Issue Terms: The distribution of
this Base Prospectus and any Issue Terms and the offering, sale and delivery of the Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Issue
Terms comes are required by the Issuers and the Guarantors 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 Base Prospectus, any Issue Terms and other offering material relating to the
Securities, see "Selling Restrictions" below.
Neither this Base Prospectus nor any Issue Terms may be used for the purpose of an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised 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 Base Prospectus in any jurisdiction where
any such action is required.
Acknowledgement of bail-in power in respect of Swiss Securities issued by GSI

viii

If you purchase Swiss Securities issued by GSI, you shall be deemed to have agreed to be bound by the
exercise of any UK Bail-In Power by the Relevant UK Resolution Authority. See risk factor 2.5(f) (The
application of regulatory strategies and requirements to facilitate the orderly resolution of large
financial institutions could create greater risk of loss for GSI's security holders), General Instrument
Condition 7 (Contractual acknowledgment of bail-in in respect of Swiss Securities issued by GSI) and
General Note Condition 7 (Contractual acknowledgment of bail-in in respect of Swiss Securities issued
by GSI).
Acknowledgement of bail-in power in respect of French Law Instruments and French Law Notes
issued by GSI
If you purchase French Law Instruments or French Law Notes issued by GSI, you shall be deemed to
have agreed to be bound by the exercise of any UK Bail-In Power by the Relevant UK Resolution
Authority. See risk factor 2.5(f) (The application of regulatory strategies and requirements to facilitate
the orderly resolution of large financial institutions could create greater risk of loss for GSI's security
holders), General Instrument Condition 8 (Contractual acknowledgment of bail-in in respect of French
Law Instruments issued by GSI) and General Note Condition 8 (Contractual acknowledgment of bail-in
in respect of French Law Notes issued by GSI).
EU Benchmarks Regulation: Amounts payable under the Securities or assets deliverable under the
Securities may be calculated or otherwise determined by reference to a reference rate, an index or a price
source. Any such reference rate, index or price source may constitute a benchmark for the purposes of
Regulation (EU) 2016/1011 (as amended, the "EU Benchmarks Regulation"). If any such reference
rate, index or price source does constitute such a benchmark then (as applicable) (i) the Final Terms will,
or (ii) the Pricing Supplement may, indicate whether or not the benchmark is included, or is provided by
an administrator that is included, in the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority ("ESMA") (the "ESMA Register"). Not
every index will fall within the scope of the EU Benchmarks Regulation. Furthermore, transitional
provisions in the EU Benchmarks Regulation may have the result that the administrator of a particular
benchmark is not required to appear in the relevant register of administrators and benchmarks at the date
of the relevant Issue Terms. As at the date of this Base Prospectus, European Money Markets Institute
(the administrator of EURIBOR) is included in the ESMA Register. Also, none of the Federal Reserve
Bank of New York (the administrator of SOFR), the Bank of England (the administrator of SONIA), the
European Central Bank (the administrator of STR) or the Bank of Japan (the administrator of TONA)
is included in the ESMA Register, but the EU Benchmarks Regulation does not apply to central banks
or to public authorities providing benchmarks for public policy purposes. The registration status of any
administrator under the EU Benchmarks Regulation is a matter of public record and, save where required
by applicable law, the relevant Issuer does not intend to update the relevant Issue Terms to reflect any
change in the registration status of the administrator.
Stabilisation: In connection with the issue of any Tranche of Notes, the person or persons (if any) acting
as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any
Stabilising Manager(s)) 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, stabilisation may
not necessarily occur. 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 cease 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.
Consent of the Jersey Financial Services Commission and the Jersey Registrar of Companies: The
Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, its consent
under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Securities by GSFCI.
A copy of this Base Prospectus has been delivered to the Jersey registrar of companies in accordance
with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not
withdrawn, his consent to its circulation. It must be distinctly understood that, in giving these consents,
neither the registrar of companies nor the Commission takes any responsibility for the financial
soundness of GSFCI or GSG, as Guarantor, or for the correctness of any statements made, or opinions
expressed, with regard to them.

ix

Certain defined terms: In this Base Prospectus, references to:
·
"U.S.$", "$", "U.S. dollars", "dollars", "USD" and "cents" are to the lawful currency of the
United States of America;
·
"", "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);
·
"£" are to Sterling, the lawful currency of the United Kingdom;
·
"BRL" are to Brazilian Real, the lawful currency of the Federative Republic of Brazil (including
any lawful successor to the BRL);
·
"CNY" are to Chinese Renminbi, the lawful currency of the People's Republic of China
(including any lawful successor to the CNY); and
·
"ZAR" are to South African Rand, the lawful currency of South Africa (including any lawful
successor to the ZAR).
Any other currency referred to in any Issue Terms will have the meaning specified in the relevant Issue
Terms.
An Index of Defined Terms is set out on pages 1576 to 1595 of this Base Prospectus.

x