Obligation Goldman Sachs International 0% ( XS0687714807 ) en ZAR

Goldman Sachs International

100 % ⇌

Royaume-uni

XS0687714807 ( en ZAR )

14/09/2024 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs Internatio XS0687714807 en ZAR 0%, échue

50 000 ZAR

500 000 000 ZAR

Goldman Sachs International est une banque d'investissement basée à Londres, filiale de Goldman Sachs Group, Inc., offrant une large gamme de services financiers aux entreprises et aux investisseurs institutionnels.

L'Obligation émise par Goldman Sachs International ( Royaume-uni ) , en ZAR, avec le code ISIN XS0687714807, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/09/2024

GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
GOLDMAN SACHS BANK (EUROPE) PLC
(Incorporated with limited liability in Ireland)

PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
in respect of which the obligations of Goldman Sachs International,
Goldman, Sachs & Co. Wertpapier GmbH and
Goldman Sachs Bank (Europe) plc are
guaranteed by
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
Goldman Sachs International ("GSI"), Goldman, Sachs & Co. Wertpapier GmbH ("GSW") and
Goldman Sachs Bank (Europe) plc ("GSBE", and together with GSI and GSW, 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 programme (the "Programme") described in this base
prospectus (as supplemented or replaced, the "Base Prospectus") upon the terms and conditions of the
Securities described herein as completed, in the case of each issue of Securities, by final terms (the
"Final Terms") to this Base Prospectus. Securities of any series (a "Series") will, in the circumstances
described in the relevant Final Terms, give the holder (a "Holder") thereof certain rights against the
relevant Issuer as described herein and in the relevant Final Terms, which rights may include the right
to have the principal amount of such Securities repaid by such Issuer at maturity, the right to receive
interest based on the principal amount of such Securities or otherwise, the right to receive a cash
amount from the relevant Issuer calculated in accordance with the relevant Final Terms or the right to
receive delivery of a specified asset or assets against payment of a specified sum, all as more
particularly described in the relevant Final Terms. This Base Prospectus should be read and construed
together with any supplements hereto and with any other documents incorporated by reference herein
and, in relation to any Securities which are the subject of Final Terms, should be read and construed
together with the relevant Final Terms. This Base Prospectus may only be used for the purposes for
which it has been published. This Base Prospectus will be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu).
This Base Prospectus replaces the Base Prospectus dated 15 July 2011 (as supplemented).
The date of this Base Prospectus is 26 June 2012

1

IMPORTANT INFORMATION
THE TERMS AND CONDITIONS OF SOME INSTRUMENTS AND NOTES WILL PROVIDE
THAT THE AMOUNT REPAYABLE OR DELIVERABLE ON MATURITY MAY BE LESS
THAN THE ORIGINAL INVESTED AMOUNT (AND IN SOME CASES MAY BE ZERO), IN
WHICH CASE YOU MAY LOSE SOME OR ALL OF YOUR ORIGINAL INVESTMENT.
FOR ALL SECURITIES, IF THE RELEVANT ISSUER AND GUARANTOR FAIL OR GO
BANKRUPT OR OTHERWISE FAIL TO MAKE THEIR PAYMENT OR DELIVERY
OBLIGATIONS ON THE SECURITIES, YOU WILL LOSE SOME OR ALL OF YOUR
ORIGINAL INVESTMENT.
INVESTING IN SECURITIES INVOLVES CERTAIN RISKS, AND YOU SHOULD FULLY
UNDERSTAND THESE BEFORE YOU INVEST. SEE "RISK FACTORS" ON PAGES 21 TO
58 OF THIS BASE PROSPECTUS.
Approval and passporting under the EU Prospectus Directive: Application has been made to the
Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the
Luxembourg competent authority for the purpose of Directive 2003/71/EC (as amended by Directive
2010/73/EU, the "Prospectus Directive") for approval of this Base Prospectus and relevant
implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus
Directive and relevant implementing measures in Luxembourg for the purpose of giving information
with regard to the issue of Securities under the Programme on and during the period of twelve months
after the date hereof. This prospectus constitutes three Base Prospectuses for the purpose of Article 5.4
of the Prospectus Directive. Application has also been made to the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange") for Securities issued under the Programme to be listed on the
Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange (a regulated market for the purposes of Directive 2004/39/EC on Markets
in Financial Instruments).
On the approval of this Base Prospectus as a Base Prospectus for the purpose of Article 5.4 of the
Prospectus Directive by the CSSF, notification of such approval will be made to the competent
authorities of Austria, Belgium, Bulgaria, the Czech Republic, Denmark, Finland, France, Germany,
Hungary, Ireland, Italy, The Netherlands, Norway, Poland, Portugal, Slovakia, Spain, Sweden and the
United Kingdom.
Pursuant to article 7(7) of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005, by
approving this Base Prospectus, the CSSF gives no undertaking as to, and assumes no responsibility
for, the economic and financial characteristics of the Securities to be issued hereunder or the quality
and solvency of any Issuer.
Swiss Securities: GSI and GSW only may issue Swiss Securities, which are Securities cleared through
SIS and which may or may not be listed on SIX Swiss Exchange AG (the "SIX Swiss Exchange").
In respect of Swiss Securities to be initially listed on SIX Swiss Exchange (including also the case of a
listing following a provisional admission to trading), the relevant Term Sheet (as defined below), if
any, and/or Final Terms in respect of such Swiss Securities will specify that application has been or
will be made for listing on SIX Swiss Exchange and admission for trading of such Swiss Securities on
Scoach Schweiz AG or SIX Swiss Exchange (as the case may be) or any successor thereto ("Relevant
Swiss Market"). In the case of a listing of Swiss Securities on SIX Swiss Exchange, this Base
Prospectus will constitute the base prospectus for the SIX Swiss Exchange registered issuance
programme pursuant to Section 21 of the Additional Rules for the Listing of Derivatives of SIX Swiss
Exchange or Section 14 of the Additional Rules for the Listing of Bonds of SIX Swiss Exchange, as the
case may be, and may be supplemented from time to time by filing an appropriate supplement with SIX
Swiss Exchange modifying, updating or amending the information contained herein. In respect of
Swiss Securities to be listed on SIX Swiss Exchange, this Base Prospectus, together with any
Supplements hereto and the relevant Final Terms, will constitute the listing prospectus pursuant to the
Listing Rules of the SIX Swiss Exchange.
Swiss Securities not or not to be initially listed on SIX Swiss Exchange: In respect of Swiss
Securities which are not or not initially to be listed on SIX Swiss Exchange, the Issuer may prepare a

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term sheet (the "Term Sheet") setting forth, on a preliminary basis, certain information with respect to
such Swiss Securities, the date of issue, the issue price, the redemption amount, the redemption date,
the notional amount, the capital protection, the coupon, the strike price, the knock-in price (each as
applicable) and any additional information required by applicable law or regulations, provided that the
relevant Issuer reserves the right to set forth any and all information which may be required to be
disclosed in a simplified prospectus pursuant to Art. 5 of the Swiss Federal Act on Collective
Investment Schemes ("CISA") and any implementing ordinance or other act or regulation or self-
regulation in such Term Sheet or a separate document (the "Simplified Prospectus"). Any Term Sheet
prepared shall be subject to the Final Terms and Simplified Prospectus, if any, for the relevant Swiss
Securities.
Important Notice as to Swiss Securities: For the purpose of this Base Prospectus (including all
supplements hereto) and each Final Terms in relation to Swiss Securities, the Swiss Securities shall
constitute structured products within the meaning of Article 5 CISA, bonds or options. Options are
securitised in the form of Warrants (e.g., American or European style call, put warrants), structured
products are securitised in the form of Warrants (e.g., Mini-Future Warrants), in the form of
Certificates (e.g. participation certificates, capital protected certificates, yield enhancement certificates
and similar products) or in the form of Notes and bonds are securitised in the form of Notes and
Certificates. If specific terms apply only to one type of Swiss Security but not the other, the terms
"Warrants" or "Certificates" or "Notes" are used where the context requires. The Swiss Securities do
not constitute a participation in a collective investment scheme within the meaning of the CISA and are
neither subject to the authorisation nor the supervision by the Swiss Financial Market Supervisory
Authority (FINMA) and investors do not benefit from the specific investor protection provided under
the CISA.
Nature of the Guaranty: The payment and delivery obligations of GSI, GSW and GSBE are
guaranteed by The Goldman Sachs Group, Inc. ("GSG" or the "Guarantor") pursuant to a guaranty
dated 26 June 2012 (the "Guaranty"). The Guaranty will rank pari passu with all other unsecured and
unsubordinated indebtedness of GSG. GSG has the right in its sole and unfettered discretion pursuant
to the Guaranty to discharge any obligation to deliver the Physical Settlement Amount by payment of
the Physical Settlement Disruption Amount instead of delivery of the Deliverable Assets.
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.
Responsibility statements: Subject to the next paragraph, each of the Issuers and the Guarantor
accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of the Issuers and the Guarantor (who have taken all reasonable care to ensure that such is
the case) the information contained in this Base Prospectus is in accordance with the facts and does not
omit anything likely to affect the import of such information. Where information contained in this Base
Prospectus has been sourced from a third party, this 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.
The relevant Issuer consents to the use of this Base Prospectus by any financial intermediaries
which are expressed to be given such consent in the relevant Final Terms (subject to the
conditions (if any) set out in the relevant Final Terms). The relevant Issuer and the Guarantor
accept responsibility for the content of this Base Prospectus with respect to the subsequent resale
or final placement of Securities by any financial intermediary which has been given consent to
use this Base Prospectus in the relevant Final Terms. This consent is valid for the duration of this
Base Prospectus.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES FROM A
FINANCIAL INTERMEDIARY WILL DO SO, AND OFFERS AND SALES OF THE
SECURITIES TO AN INVESTOR BY A FINANCIAL INTERMEDIARY WILL BE MADE, IN
ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE

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BETWEEN SUCH FINANCIAL INTERMEDIARY AND SUCH INVESTOR INCLUDING AS
TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE ISSUERS WILL
NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS IN
CONNECTION WITH THE OFFER OR SALE OF THE SECURITIES AND,
ACCORDINGLY, THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT
CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE FINANCIAL
INTERMEDIARY AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH
INFORMATION. THE RELEVANT ISSUER HAS NO RESPONSIBILITY TO AN INVESTOR
IN RESPECT OF ALL SUCH INFORMATION.
The credit ratings of GSG and GSI referred to in this Base Prospectus have been issued by, in the case
of GSG, DBRS, Inc. ("DBRS"), Fitch, Inc. ("Fitch"), Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and
Rating and Investment Information, Inc. ("R&I"), and in the case of GSI, S&P, none of which entities
is established in the European Union or registered under Regulation (EC) No. 1060/2009, as amended
by Regulation (EU) No. 513/2011 (the "CRA Regulation"). In general, European regulated investors
are restricted from using a rating for regulatory purposes if such rating is not either (1) issued or validly
endorsed by a credit rating agency established in the European Union and registered with the European
Securities and Markets Authority ("ESMA") under the CRA Regulation) or (2) issued by a credit rating
agency established outside the European Union which is certified under the CRA Regulation.
The EU affiliates of DBRS, Fitch, Moody's and S&P are registered under the CRA Regulation. The
ESMA has approved the endorsement by such EU affiliates of credit ratings issued by DBRS, Fitch,
Moody's and S&P. Accordingly, credit ratings issued by DBRS, Fitch, Moody's and S&P may be used
for regulatory purposes in the EU. The credit rating issued by R&I is incorporated into this Base
Prospectus for information purposes only.
Credit ratings may be adjusted over time, and there is no assurance that these credit ratings will be
effective after the date of this Base Prospectus. A credit rating is not a recommendation to buy, sell or
hold any Securities.
The credit rating (if any) of a certain Series of Securities to be issued under the Programme may be
specified in the relevant Final Terms. Whether or not each credit rating applied for in relation to the
relevant Series of Securities will be issued or endorsed by a credit rating agency established in the
European Union and registered under the CRA Regulation will be disclosed in the relevant Final
Terms. The list of credit rating agencies registered under the CRA Regulation (as updated from time to
time) is published on the website of the ESMA (www.esma.europa.eu).
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 may not be offered, sold or
delivered within the United States or to U.S. persons (as defined in Regulation S under the Securities
Act ("Regulation S")). The Final Terms 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 Final Terms relating
to an Instrument expressly provides otherwise in connection with an offering of the Instrument
pursuant to Rule 144A under the Securities Act.

4

Warrants relating to commodities 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
Final Terms, such Warrants 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 a Warrant 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 Base Prospectus.
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
Base Prospectus, in any other document prepared in connection with the Programme or any Final
Terms 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. Neither the delivery of this Base Prospectus nor the delivery of any Final Terms shall, 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 Base Prospectus has been most recently supplemented.
Restrictions and distribution and use of this Base Prospectus and Final Terms: The distribution of
this Base Prospectus and any Final 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 Final
Terms 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 Base Prospectus, any Final Terms and other offering material
relating to the Securities see "Selling Restrictions" below.
Neither this Base Prospectus nor any Final 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.
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 Final Terms 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 Base Prospectus, 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, references to "CNY" are to Chinese Renminbi,
the lawful currency of the People's Republic of China (including any lawful successor to the CNY) and
references to "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 Final Terms will have the meaning
specified in the relevant Final Terms.

5

In this Base Prospectus, references to the "Conditions" are: (1) in relation to Instruments, references to
the General Instrument Conditions (as completed, amended and/or replaced by any of the Specific
Product Provisions (if applicable)) set out below in this Base Prospectus 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 Provisions (if applicable)) as
completed and (if applicable) amended to the extent described in the relevant Final Terms; and (2) in
relation to Notes, references to the General Note Conditions (as completed, amended and/or replaced
by any of the Specific Product Provisions (if applicable)) set out below in this Base Prospectus 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 Provisions (if applicable)) as
completed and (if applicable) amended to the extent described in the relevant Final Terms.
An Index of Defined Terms is set out on pages 577 to 593 of this Base Prospectus.

6

TABLE OF CONTENTS
Page
SUMMARY .............................................................................................................................................. 8
RISK FACTORS..................................................................................................................................... 21
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 59
GENERAL DESCRIPTION OF THE PROGRAMME .......................................................................... 66
COMMONLY ASKED QUESTIONS ABOUT THIS PROGRAMME ................................................. 69
INTRODUCTION TO THE SHARE LINKED PROVISIONS.............................................................. 80
INTRODUCTION TO THE INDEX LINKED PROVISIONS .............................................................. 85
INTRODUCTION TO THE COMMODITY LINKED PROVISIONS.................................................. 91
INTRODUCTION TO THE FX LINKED PROVISIONS...................................................................... 97
INTRODUCTION TO THE INFLATION LINKED PROVISIONS.................................................... 100
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS................................................ 102
GENERAL TERMS AND CONDITIONS OF THE NOTES............................................................... 150
SCHEDULE TO THE GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS AND
THE GENERAL TERMS AND CONDITIONS OF THE NOTES ...................................................... 190
SHARE LINKED PROVISIONS.......................................................................................................... 190
INDEX LINKED PROVISIONS .......................................................................................................... 211
COMMODITY LINKED PROVISIONS.............................................................................................. 242
FX LINKED PROVISIONS.................................................................................................................. 277
INFLATION LINKED PROVISIONS.................................................................................................. 288
CREDIT LINKED PROVISIONS ........................................................................................................ 293
ADDITIONAL SOUTH AFRICAN NOTE CONDITIONS................................................................. 330
FORMS OF THE NOTES..................................................................................................................... 345
BOOK-ENTRY CLEARING SYSTEMS ............................................................................................. 347
USE OF PROCEEDS ............................................................................................................................ 350
GOLDMAN SACHS INTERNATIONAL............................................................................................ 351
SELECTED FINANCIAL INFORMATION OF GOLDMAN SACHS INTERNATIONAL.............. 355
GOLDMAN, SACHS & CO. WERTPAPIER GMBH ......................................................................... 356
SELECTED FINANCIAL INFORMATION OF GOLDMAN, SACHS & CO. WERTPAPIER
GMBH ................................................................................................................................................... 358
GOLDMAN SACHS BANK (EUROPE) PLC ..................................................................................... 359
CERTAIN FINANCIAL INFORMATION OF GOLDMAN SACHS BANK (EUROPE) PLC.......... 361
HOLDING COMPANY STRUCTURE OF THE GOLDMAN SACHS GROUP, INC....................... 363
TAXATION .......................................................................................................................................... 364
SELLING RESTRICTIONS ................................................................................................................. 397
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS.................................................. 414
GENERAL INFORMATION................................................................................................................ 415
ANNEX 1 FORM OF WHOLESALE FINAL TERMS (INSTRUMENTS) ....................................... 419
ANNEX 2 FORM OF WHOLESALE FINAL TERMS (NOTES) ...................................................... 456
ANNEX 3 FORM OF RETAIL FINAL TERMS (INSTRUMENTS) ................................................. 495
ANNEX 4 FORM OF RETAIL FINAL TERMS (NOTES) ................................................................ 534
ANNEX 5 FORM OF GUARANTY ................................................................................................... 575
INDEX OF DEFINED TERMS ............................................................................................................ 577

7

Summary
SUMMARY
The following summary (the "Summary") should be read as an introduction to the Base Prospectus
and is qualified in its entirety by the more detailed information appearing elsewhere in the Base
Prospectus. Any decision to invest in the Securities should be based on consideration of the Base
Prospectus as a whole by the investor. Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the
relevant EEA Member State, have to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches to the persons who are responsible for the Summary
but only if the Summary is misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus. Terms used in this Summary but not defined have the meanings given to
them elsewhere in the Base Prospectus.
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 and undertakes proprietary trading. GSI is regulated by
the Financial Services 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. It has also been issuing certificates and
structured notes. GSW primarily operates on a national level in the
Federal Republic of Germany.

Goldman Sachs Bank (Europe) plc ("GSBE").

GSBE was incorporated as a public company with limited liability
under the laws of Ireland on 22 May 2007 with company
registration number 440142. The business of GSBE is of a
commercial and investment bank, carrying on banking business
and providing financial services (amongst other things).
Guarantor:
The Goldman Sachs Group, Inc. ("GSG") in respect of
Securities issued by GSI, GSW or GSBE.

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:

8

Summary

(1)
Investment Banking: Investment Banking is comprised
of:

·
Financial Advisory, which includes advisory
assignments with respect to mergers and
acquisitions, divestitures, corporate defence
activities, risk management, restructurings and
spin-offs; and

·
Underwriting, which includes public offerings
and private placements 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: Institutional Client
Services is comprised of:

·
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, as well as commissions and fees from
executing and clearing institutional client
transactions on major stock, options and futures
exchanges worldwide. 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, and revenues related to Goldman
Sachs' insurance activities.

(3)
Investing & Lending which includes Goldman Sachs'
investing activities and the origination of loans to provide
financing to clients. These investments and loans are
typically longer-term in nature. Goldman Sachs make
investments, directly and indirectly through funds that
Goldman Sachs manage, in debt securities, loans, public
and private equity securities, real estate, consolidated
investment entities and power generation facilities.

(4)
Investment Management which includes provision of
investment management services and offering 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
counseling, and brokerage and other transaction services
to high-net-worth individuals and families.

Guaranty:
The payment and delivery obligations of GSI, GSW and GSBE, in

9

Summary
respect of Securities issued by GSI, GSW and GSBE are
unconditionally and irrevocably guaranteed by GSG pursuant to a
guaranty dated 26 June 2012 made by GSG (the "Guaranty"). The
Guaranty will rank pari passu with all other unsecured and
unsubordinated indebtedness of GSG. GSG has the right in its sole
and unfettered discretion pursuant to the Guaranty to discharge any
obligation to deliver the Physical Settlement Amount by payment
of the Physical Settlement Disruption Amount instead of delivery
of the Deliverable Assets.
Risk Factors relating to the
Investors in Securities are exposed to the creditworthiness of the
Issuers and Guarantor
relevant Issuer and the Guarantor.

Goldman Sachs faces a variety of risks that are substantial and
inherent in its businesses including market, credit, liquidity,
operational, legal and regulatory risks. Risks relating to GSG are
explained in more detail (i) under "Risk Factors" in Part I, Item 1A
(pages 21 to 34) of GSG's Annual Report on Form 10-K for the
fiscal year ended 31 December 2011 and (ii) at pages 167-169 of
GSG's Quarterly Report on Form 10-Q for the fiscal quarter ended
31 March 2012, which are incorporated by reference into this Base
Prospectus. Each of the Issuers as part of the Goldman Sachs
Group of companies, are exposed to the same risks that affect the
Goldman Sachs Group of companies as a whole, including GSG's
ability to perform its payment obligations as Guarantor.

The above is a summary only: see "Risk Factors" below.
Fiscal Agent (Notes):
Citibank, N.A., London Branch.
Registrar (Notes):
Citigroup Global Markets Deutschland AG.
Transfer Agents (Notes):
Citigroup Global Markets Deutschland AG and Banque
Internationale à Luxembourg, société anonyme.
Principal Programme Agent Citigroup Global Markets Deutschland AG.
(Instruments):
Registrar (Instruments):
If a registrar is required in relation to any Series of Instruments in
registered form, such person specified in the relevant Final Terms
as "Registrar" (the "Registrar").
Calculation Agent:
Goldman Sachs International (unless otherwise specified in the
relevant Final Terms).
Other Agents:
Each of the Finnish Paying Agent, Swedish Paying Agent, Swiss
Paying Agent, Norwegian Paying Agent, Luxembourg Paying
Agent, French Paying Agent, Additional Paying Agent, Finnish
Programme Agent, Swedish Programme Agent, Swiss Programme
Agent, Norwegian Programme Agent, CREST Programme Agent
and CREST Registrar, Italian Programme Agent, French
Programme Agent, Luxembourg Programme Agent, Additional
Programme Agent and London Authentication Agent are as set
forth at the end of this Base Prospectus and under "General
Description of the Programme Agents" below.
Method of Issue:
The Securities will be issued in series (each, a "Series"). Each
Series may comprise one or more tranches (each, a "Tranche")
issued on the same or different issue dates. Each Tranche shall be
issued pursuant to this Base Prospectus and associated Final Terms
prepared in connection with a particular Tranche or Tranches of
Securities. Such Final Terms will, for the purposes of that Tranche

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