Obligation Goldman Sachs 3.3% ( XS2019705552 ) en USD

Goldman Sachs

100 % ▲

Etas-Unis

XS2019705552 ( en USD )

3.3% par an ( paiement semestriel )

22/03/2037

Prospectus brochure de l'obligation Goldman Sachs XS2019705552 en USD 3.3%, échéance 22/03/2037

2 000 USD

25 000 000 USD

22/09/2024 ( Dans 130 jours )

L'Obligation émise par Goldman Sachs ( Etas-Unis ) , en USD, avec le code ISIN XS2019705552, paye un coupon de 3.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/03/2037

15yNC1y USD Denominated Callable Fixed Rate Notes

- NON-US INVESTORS ONLY-
Final Summary Terms and Conditions as of February 22, 2022 (Version 2.00)

All material herein is for discussion purposes only and is only a summary. References should be made to the Base Prospectus
relating to the Series P Programme for the Issuance of Warrants, Notes and Certificates by Goldman Sachs Finance Corp
International Ltd dated July 16, 2021, as has been supplemented up to and including the Issue Date (the "Base Prospectus"),
and the Final Terms, which together contain the only legally binding terms of the securities described in this material (the
"Securities") as well as other information and risks related to the issue of the Securities. The Base Prospectus is obtainable free
of charge upon request and is also available on the website of the Luxembourg Stock Exchange at http://www.bourse.lu. Before
investing in the Securities you should read the risk factors described under "Risk Information" below and in the Base
Prospectus. The Final Terms may describe additional risk factors relating to the Securities.

Warning: The contents of this document have not been reviewed by any regulatory authority in any jurisdiction. This is a complex
product and investors are advised to exercise caution in relation to any offer. If an investor is in any doubt about any of the

contents of this document, the investor should obtain independent professional advice.

PRODUCT
DATES
Category
Fixed Rate Notes
Trade Date
February 22, 2022
Issue Size
USD 25,000,000
Issue Date
March 22, 2022
ISIN
XS2019705552
Maturity Date
March 22, 2037
Common Code
201970555
Denomination
USD 2,000
Issue Price
100%

GENERAL INFORMATION
Redemption Amount
Each Security entitles the holder, subject to an Optional Early Redemption, in accordance with
the Terms and Conditions of the Security to receive on the Maturity Date:

100% x Denomination
Interest Period
The period from and including a scheduled Interest Payment Date (or the Issue Date for the first
period) to but excluding the next scheduled Interest Payment Date (or the scheduled Maturity
Date for the last period)
Interest Payment Date
Quarterly, on every 22nd of March, June, September and December in each year, commencing
on June 22, 2022 up to and including the Maturity Date.
Interest Rate
3.30% p.a.
Optional Early Redemption
The Issuer has the right to redeem the Securities in whole but not in part commencing on the
Interest Payment Date scheduled for March 22, 2023 and any Interest Payment Date thereafter
but excluding the Maturity Date (the "Early Redemption Date") with at least 5 Business Days
notice to Euroclear and Clearstream Luxembourg prior to the Early Redemption Date.

Upon an Optional Early Redemption, the Issuer will pay, for each Security, the Denomination plus
any unpaid Interest for the Interest Period ending on the Early Redemption Date.
Interest Convention
30/360
Business Days
London and New York
Business Day Convention
Modified Following, Unadjusted
Security Rating
GS will apply for Security specific rating from Fitch and the Security is expected to be rated on or
before the Issue Date
Listing
Luxembourg Stock Exchange
Secondary Trading
The Issuer intends to make a market in the Securities on a regular basis under normal market
conditions, but the Issuer does not commit and is under no obligation legal or otherwise to make
any market in the Securities.
Issue Size
The Issuer reserves the right to increase the Issue Size at any time.
Prohibition of Sales to EEA
Applicable.
Retail Investors

- 1 -

Prohibition of Sales to UK
Applicable.
Retail Investors

Prohibition of Offer to
Applicable.
Private Clients in

Switzerland
Adjustments and Early
The Notes may be adjusted and/or early redeemed in a number of circumstances in accordance
Termination
with the Base Prospectus. Unless otherwise stated herein, a Non-scheduled Early Repayment
Amount is payable on the early redemption of the Notes.
Non-scheduled Early
Par plus accrued
Repayment Amount

ISSUER INFORMATION
Issuer
Goldman Sachs Finance Corp International Ltd
Dealer
Goldman Sachs International, London, UK
Calculation Agent
Goldman Sachs International, London, UK
Guarantor
The Goldman Sachs Group, Inc., Delaware, US
Guarantor Rating
Moody's: A2 / S&P: BBB+ / Fitch: A
Date of Last Published
Moody's 27 Jan 2021, Standard & Poor's 2 Dec 2015, Fitch 15 Dec 2011. For more recent
Change in Guarantor Rating information and updates to our credit ratings by these agencies, please visit www.moodys.com,
www.standardandpoors.com, and www.fitchratings.com.
Prudential Supervision of
The Guarantor is a financial holding company regulated by the Federal Reserve
the Guarantor
Governing Law
English Law
Programme
Base Prospectus, Series P, dated July 16, 2021
Status
Direct, unsubordinated, unconditional and unsecured obligations of the Issuer
Form of Notes
Registered Notes
Guarantee
Irrevocable and unconditional; the Guarantee relates to the payment obligations of the Issuer
arising under the Securities only. Consequently, if the amount of those obligations is reduced,
then so is the amount guaranteed.
Depository
Citibank N.A. (Non-UK)
Clearing
Euroclear, Clearstream Luxembourg

Disclosure of Commission or Fees:
Notwithstanding the price specified in the Issue Price in this term sheet, the distributor may pay a price to Goldman Sac hs
International or an affiliate in relation to this transaction which includes a fee to the distributor. Please refer to the Fi nal Terms to
the Base Prospectus or contact the distributor for further details.

OFFERING INFORMATION
No action has been taken by Goldman Sachs to permit a public offering of the Securities in any member state of the EEA or the
United Kingdom.

You agree that: (i) you will not offer, sell or deliver any of the Securities described in this material in any jurisdiction, except in
compliance with all applicable laws, and (ii) you will take, at your own expense, whatever action is required to permit your purchase
and resale of the Securities.

Where you receive a selling commission from Goldman Sachs you confirm that such payment com plies with all applicable law in
the territory into which you distribute the Securities, including where applicable that you have disclosed the nature and amount of
the payment to the extent you are required to do so.

RISK INFORMATION
References to "Goldman Sachs" and "GS" refer to Goldman Sachs International and its affiliates.

Credit risk: Investors in the Securities are exposed to the creditworthiness of the Issuer and the Guarantor.

Volatility: These Securities are volatile instruments. Volatility refers to the degree of unpredictable change over time of a certain
variable in this case the price, performance or investment return of a financial asset. Volatility does not imply direction of the price
or investment returns. An instrument that is volatile is likely to increase or decrease in value more often and/or to a great er extent
than one that is not volatile.

Leverage: Where an investment is subject to leverage, the effective exposure to the underlying asset or payment reference is
increased. Leverage may expose investors to increased losses where the value of the asset(s) underlying the Securities including,
but not limited to, equities, rates, foreign exchange, commodities, bonds, indices, exchange traded funds, financial instrument or
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other underlying assets or a combination of any of them (col ectively, the "Underlying Assets") fall. Leverage can be embedded
in derivative components of complex financial instruments.

Interest rate: If interest rates increase, in most cases, the market value of the Securities will decrease and if you sell the Securities
prior to maturity you will receive less than the face amount of the Securities.

Combining investment types: These Securities may have some or all of the characteristics of debt and derivatives instruments.
These elements could interact to produce both an enhanced possibility of loss of the initial investment or an enhanced return.

Investment return: The price of these Securities and the income generated, if any, may go down or up. You may realize losses
on any investment made and you may get back nothing at all. Risks include, but are not limited to, the following:
The market price of the Securities may be influenced by many unpredictable factors, including economic conditions, the
creditworthiness of Goldman Sachs, the value of any Underlying Assets and certain actions taken by Goldman Sachs (see
Conflict of Interests below). Accordingly, if you sell your Securities prior to maturity you may receive less than the issue price
of the Securities.

In the case of Securities referencing one or more Underlying Assets, changes in the price of the Securities may not corr elate
to changes in the value of the Underlying Assets; any declines or gains in the value of one Underlying Asset may be more than
offset by movements in the value of other Underlying Assets.
The price of these Securities may be adversely affected by trading and other transactions by Goldman Sachs relating to the
Securities and/or any Underlying Assets.
The price of these Securities could be significantly impacted by determinations that Goldman Sachs may make in its sole
discretion from time to time as calculation agent and/or index sponsor, as the case may be.
If the return on the Securities is subject to a cap, you will not participate in any positive return of the Underlying Asset(s) over
and above the cap, and you may therefore receive a lower return than if you had invested directly in the Underlying Asset(s).

Relevant Information: Goldman Sachs may, by virtue of its status as an underwriter, advisor or otherwise, possess or have access
to information relating to these Securities, and/or any Underlying Assets and any derivative instruments referencing them (together
"Relevant Instruments"). Goldman Sachs wil not be obliged to disclose any such Relevant Information to you.

No Exchange Guarantee nor Contract Ownership: These Securities are not guaranteed by an exchange nor does it result in
the ownership of any futures contracts.

No Liquidity: There may be no market for these Securities. An investor must be prepared to hold them until the Maturity Date.
Goldman Sachs may, but is not obliged to, make a market. If it does, it may cease at any time without notice.

Valuation: Assuming no change in market conditions or other factors, the value of these Securities on the Issue Date may be
significantly less than the execution price on the Trade Date. If you unwind your investment early, you may receive less than the
stated Redemption Amount because the original Issue Price included the compensation paid to the Issuer and/or its agents or
affiliates with respect to the Securities and the cost of hedging the Issuer's obligations under the Securities which includes an
estimated profit component, and may include inducements and/or commissions and/or other related fees paid by the Issuer to
distributors (if any) as payment for distribution services.

Price Discrepancy: Any price quoted for these Securities by Goldman Sachs may differ significantly from (i) the Securities' value
determined by reference to Goldman Sachs pricing models and (ii) any price quoted by a third party.

Foreign Exchange: Securities denominated in or linked to foreign currencies are subject to fluctuations in exchange rates, which
can be affected by economic factors including inflation rates in the countries concerned, interest rate differences between t he
respective countries, economic forecasts, international political factors, currency convertibility and safety of making financial
investments in the currency concerned, speculation and measures taken by governments and central banks, or occur rence of
market disruption events, that could have an adverse effect on the value or price of, or income derived from, the investment.

Physical Delivery: If Physical Settlement is applicable, the Securities may be redeemed at maturity by the delivery of the
Deliverable Assets. Investors are exposed to the issuer of, and the risks associated with, such Deliverable Assets. The value of
such Deliverable Assets may be less than the invested amount and may be worthless. Any fluctuations in the price of the
Deliverable Assets to be delivered after the end of the term of the Securities will be borne by the investors until the actual delivery.
Further, investors may be subject to documentary or stamp taxes in relation to the delivery. Settlement disruption may occur and
the Issuer may elect to (i) postpone the delivery date and/or (ii) effect delivery through an alternate manner and/or (iii) pay a cash
amount instead.

Exchange Traded Fund: If the Securities are linked to an exchange traded fund ("ETF"), investors are exposed to the political,
economic, currency and other risks related to the ETF's underlying index. Where derivatives are used by the ETF, investors are
exposed to the credit risks of the counterparties who issued the derivatives. Further, potential contagion and concentration risks of
the derivative issuers should be taken into account. Some synthetic ETFs have collateral to reduce the counterparty risk, but there
may be a risk that the market value of the collateral has fallen substantially when the synthetic ETF seeks to realise the collateral.
A higher liquidity risk is involved if a synthetic ETF involves derivatives which do not have an active secondary market. Wid er bid-
offer spreads in the price of the derivatives may result in losses. There may be disparity between the performance of the synthetic
ETF and the performance of the underlying index due to, for instance, failure of the tracking strategy, currency differences, fees
and expenses. Where the index/market that the synthetic ETF tracks is subject to restricted access, the efficiency in unit creation
- 3 -

or redemption to keep the price of the synthetic ETF in line with its net asset value ("NAV") may be disrupted, causing the synthetic
ETF to trade at a higher premium or discount to its NAV. Investors should read the offering materials of the ETF and understand
the risks involved before investing in the Securities. Goldman Sachs is not responsible or liable for such materials.

Foreign Account Tax Compliance Act (FATCA) Withholding: Payment on the Securities could be subject to a U.S. withholding
tax of 30% under FATCA. If a payment on the Securities is subject to such withholding tax, no additional amounts will be pai d by
the Issuer, and a holder of Securities will receive less than the amount the holder would have otherwise received. See the Base
Prospectus for more information. You should also consult your own tax advisors regarding the relevant U.S. law and other official
guidance on FATCA.

Classification for U.S. Tax Purposes: We intend to treat the securities as a debt instrument for United States federal income tax
purposes. However this determination is not binding on the United States Internal Revenue Service ("IRS") and the IRS may
disagree with the treatment. You should consult your own tax advisor regarding the U.S. tax consequences of purchasing, holding
and disposing of the securities.

DISCLAIMER
This material is distributed in Hong Kong by Goldman Sachs (Asia) L.L.C. and in Singapore by J. Aron & Company (Singapore)
Pte (Company Number: 198902119H) or Goldman Sachs (Singapore) Pte (Company Number: 198602165W).

This material has been prepared by personnel in the Securities Division of Goldman Sachs and is not the product of Global
Investment Research. It is not a research report and is not intended as such.

Conflict of Interests: Goldman Sachs may from time to time be an active participant on both sides of the market for the Relevant
Instruments at any time and have long or short positions in, or buy and sell Relevant Instruments (on a principal basis or otherwise)
identical or related to those mentioned herein. Goldman Sachs' hedging and trading activities with respect to the Securities may
affect the value of other Relevant Instruments and vice versa. Goldman Sachs may be calculation agent or sponsor of the
Underlying Assets and as such may make determinations affecting the value of the Securities.

No Offer: This termsheet is not final. It has been prepared for discussion purposes only. It is not an offer to buy the Securities
described herein or enter into any agreement. Neither Goldman Sachs, nor any of their officers or employees is soliciti ng any action
based upon it. Finalised summary terms and conditions are subject to further discussion and negotiation and also to Goldman
Sachs internal legal, compliance and credit approval.

No Representation: Goldman Sachs makes no representations as to (a) the suitability of the Securities for any particular investor
(b) the appropriate accounting treatment or possible tax consequences of investing in the Securities or (c) the future perfor mance
of the Securities either in absolute terms or relative to competing investments. Changes in the creditworthiness or performance of
the Securities or any Underlying Asset may affect the value of the Securities and could result in it redeeming or being valued at
zero.

Not Complete Information: This termsheet does not completely describe the merits and risks of the Securities and will, if a
transaction results, be superseded by final legal documentation which may contain deemed representations by investors regardi ng,
among other things, offer, resale and hedging of the Securities.

No Advice: This material should not be construed as investment, financial, strategic, legal, regulatory, accounting or tax advice. It
does not take into account the particular investment objectives, financial situation or needs of individu al clients. Certain
transactions, including those involving futures, options and high yield securities, give rise to substantial risk and are not suitable for
all investors. Accordingly clients should consider whether the Securities described herein are suitable for their particular
circumstances and should consult their own accounting, tax, investment and legal advisors before investing. Goldman Sachs is
acting as an arm's-length contractual counterparty and not as an advisor or fiduciary. Goldman Sachs does not accept any
responsibility to update any opinions or other information contained in this material.

Representation: If a transaction arises as a result of this termsheet you agree that you will not offer, sell or deliver the Securities
in any jurisdiction except under circumstances that will result in compliance with the applicable laws thereof, and that you will take
at your own expense whatever action is required to permit your purchase and resale of the Securities.

No prospectus: This document is not, and under no circumstances is to be construed as a prospectus or advertisement.

Disclosure of Information: No part of this material may be (i) copied, photocopied, or duplicated in any form, by any means or (ii)
redistributed without Goldman Sachs prior written consent. However, Goldman Sachs agrees that, subject to applicable law, any
and all aspects of the Securities that are necessary (a) for the distributor (if any) to market this offering and (b) to support any U.S.
federal income tax benefits, may be disclosed without Goldman Sachs imposing any limitation of any kind.

No bank deposits: The Securities 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. The Securities are guaranteed by the Guarantor and the Guarantee will rank pari passu with all other unsecured and
unsubordinated indebtedness of the Guarantor.

SALES RESTRICTION
United States: No Sales to United States Persons. The Securities have not been and will not be registered under the Securities
Act of 1933, as amended (the "Act"), and may not be offered or sold within the United States or to, or for the account or benefit of,
- 4 -

U.S. persons, as those terms are defined in Regulation S under the Act. Accordingly, you represent that you will not offer or sell
the Securities inside the United States or to U.S. persons.

United Kingdom: This termsheet is for information purposes only and does not constitute an invitation or offer to underwrite,
subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This termsheet is only addressed to and directed
at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related
to investments or who are high net worth persons within article 48 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (all such persons together being referred to as "Relevant Persons") and must not be acted on or relied on
by other persons in the United Kingdom. Any investment or investment activity to which this document relates is available onl y to
Relevant Persons and will be engaged in only with Relevant Persons.

If you are distributing Goldman Sachs "retail investment products" (as such term is defined in the handbook of the Financial Conduct
Authority) into the United Kingdom and you are entitled to receive any commission or fee from Goldman Sachs, you represent and
warrant to Goldman Sachs that you will not transfer any part of that commission or fee to any third party who may advise reta il
investors to purchase a Goldman Sachs retail investment product.

If you are authorised and regulated by the Financial Conduct Authority or if you are authorized by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority to provide investment advice
to retail investors in the United Kingdom and you are providing advice to retail investors in respect of a Goldman Sachs retail
investment product, you undertake not to request any commission or fee from Goldman Sachs and to otherwise reject any such
payment offered to you. Under no circumstances shall Goldman Sachs facilitate the payment of an adviser charge on behalf of
retail clients in the United Kingdom.
Distribution to European Economic Area ("EEA") Countries: In relation to each member state of the European Economic Area,
each purchaser of the Securities represents and agrees that it has not made and will not make an offer of the Securities to t he
public in that member state prior to the publication of a prospectus in relation to the Securities which has been approved by the
competent authority in that member state or, where appropriate, approved in another member state and notified to the competen t
authority in that member state, all in accordance with Article 23(1) of Regulation (EU) 2017/1129 (as amended, the "EU Prospectus
Regulation"), except that it may make an offer of Securities to the public in that member state:

to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;

to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Regulation);

in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,

provided that no such offer of Securities shall require Goldman Sachs to publish a prospectus pursuant to Article 3 of the EU
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

For the purposes of the provision above, the expression an "offer of Securities to the public" in relation to any Securit ies in any
member state means the communication in any form and by any means of sufficient information on the terms of the offer and the
Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.

Distribution to the United Kingdom: In relation to the United Kingdom, each purchaser of the Securities represents and agrees
that it has not made and will not make an offer of the Securities to the public in the UK prior to the publication of a prosp ectus in
relation to the Securities which has been approved by the Financial Conduct Authority for the purposes of section 85 of the Financi al
Services and Markets Act 2000 (the "FSMA"), except that it may make an offer of Securities to the public in the UK:

to any legal entity which is a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 and regulations made thereunder (the " UK Prospectus Regulation");

to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation);

in any other circumstances falling within section 86 of the FSMA,

provided that no such offer of Securities shall require Goldman Sachs to publish a prospectus pursuant to section 85 of the FSMA
or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of the provision above, the expression an "offer of Securities to the public" in relation to any Securities in the UK
means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities t o be
offered so as to enable an investor to decide to purchase or subscribe for the Securities.

In connection with its distribution in the United Kingdom and the European Economic Area, this material has been issued and
approved by Goldman Sachs International which is authorized by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority; it is not a research report and not a product of the Goldman
Sachs research department.

Hong Kong: No advertisement, invitation or document relating to the Securities may be issued, or may be in the possession of
any person for the purpose of issue, (in each case whether in Hong Kong or elsewhere), if such advertisement, invitation or
document is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted
to do so under the laws of Hong Kong) other than with respect to Securities which are or are intended to be disposed of only to
persons outside of Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.
571, Laws of Hong Kong, the "SFO") and any rules made thereunder. In addition, in respect of Securities which are not a "structured
product" as defined in the SFO, the Securities may not be offered or sold by means of any document other than (i) to "professional
investors" within the meaning of the SFO and any rules made thereunder; or (ii) in other circumstances which do not result in the
- 5 -

document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap
32, Laws of Hong Kong, the "CO") or which do not constitute an offer to the public within the meaning of the CO.

Singapore: This document, the Base Prospectus and the Final Terms have not been registered as a prospectus with the Monetary
Authority of Singapore. Where the Securities are not linked to any Underlying Assets or are linked to Underlying Assets which are
shares (other than units of a collective investment scheme) of a corporation (whether incorporated in Singapore or elsewhere) ,
debentures of an entity, units in a business trust, any instrument conferring or representing a legal or beneficial ownership interest
in a corporation, partnership or limited liability partnership formed in Singapore or elsewhere (each of the foregoing, an " SFA
security"), or any derivatives contract of which the underlying thing or any of the underlying things is a SFA security or a SFA
securities index, or such other product or class of products prescribed by the MAS (" Non-CIS Reference Items"), this document,
the Base Prospectus and the Final Terms and any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Securities or the Non-CIS Reference Items (as the case may be) may not be circulated or
distributed, nor may the Securities or the Non-CIS Reference Items (as the case may be) be offered or sold, or be made the subject
of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional
investor (as defined in the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified (the " SFA")) under
Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA,
or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and where
applicable, the conditions specified in Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 or (iii)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Securities or the Non-CIS Reference Items (as the case may be) are subscribed or purchased under Section 275 of the
SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in the SFA) the sole busin ess of which is to hold investments
and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the
trust is an individual who is an accredited investor,

securities (as defined in Section 2(1) of the SFA) or securities-based derivatives contracts (as defined in Section 2(1) of the SFA)
of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six
months after that corporation or that trust has acquired the Securities or the Non-CIS Reference Items (as the case may be)
pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or
Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;
(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based
Derivatives Contracts) Regulations 2018.

Taiwan: The Securities may not be sold, offered or issued to Taiwan resident investors (i) unless they are made available outside
Taiwan for purchase outside Taiwan by such investors and/or (ii) through licensed Taiwan financial institutions to the extent
permitted under relevant Taiwan laws and regulations, and may not be sold, resold or distributed in Taiwan to other Taiwanese
resident investors other than in accordance with Taiwan laws and regulations.

Each purchaser of the Securities confirms that the purchase of the Securities will not cause the purchaser to be in violation of any
Republic of China, Taiwan ("R.O.C." or "Taiwan") law or regulation or internal rules required to be adopted in accordance with any
R.O.C. laws or regulations or otherwise applicable to the purchaser.

SELLING RESTRICTION AGREEMENT
1.
Each distributor represents and warrants to, and agrees with, Goldman Sachs International as follows:

(i)
the Securities have not been and wil not be registered under the Securities Act of 1933, as amended (the "Act"),
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, as defined
in the Act. Accordingly, the distributor represents that the distributor will not offer or sell the Securities inside the
United States or to U.S. Persons;

(ii)
the distributor agrees that it will not offer any of the Securities in any jurisdiction except under circumstances that will
result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is
required to permit its purchase and resale of the Securities. The distributor further agrees not to cause any
advertisement of the Securities to be published in any newspaper or periodical or posted in any public place, without
the prior consent of Goldman Sachs International;

(iii)
the distributor agrees, that it will be solely be responsible for compliance with applicable law with respect to its offer
of the Securities, including, without limitation, any requirements for investor suitability or appropriateness , and
eligibility of the Securities for the relevant class of investors, if any;

(iv)
it will make available the Final Terms and the Base Prospectus, as supplemented, relating to the Securities to
purchasers of the Securities;

- 6 -

(v)
the distributor agrees that it will not offer or sell any of the Securities to any person whose assets are the assets of
an "employee benefit plan" subject to the fiduciary responsibility provisions of the U.S. Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), a "plan" subject to Section 4975(e)(1) of the U.S. Internal Revenue
Code of 1986, as amended (the "Code"), any person or an entity whose underlying assets include "plan assets" by
reason of U.S. Department of Labor regulation section 2510.3-101 or otherwise, or a governmental plan that is subject
to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975
of the Code;

(vi)
the distributor represents that it is not purchasing the Securities in the ordinary course of its lending business or for
resale to a third party who will be holding the Securities in the ordinary course of its lending business; and

(vii)
if the Securities have a denomination of less than Euro 1,000, or its equivalent in any other currency, the distributor
represents and agrees that an offer or sale of the Securities may not be made in or into, the European Economic
Area;

2. No person is authorized to give any information or make any representations in connection with the offer or sale of the
Securities other than as contained in the Final Terms and the Base Prospectus that Goldman Sachs provides in respect of
the Securities. Nothing contained herein shall constitute the distributor a partner with the Goldman Sachs.

3. The distributor agrees to indemnify Goldman Sachs and its officers, directors and employees against any losses, liabilities
or claims, which may arise from a breach by it or its respective affiliates or their employees of the foregoing representations
and warranties.

4. The arrangements of which these terms and conditions form a part shall be governed by and construed in accordance with
the laws of the England and Wales.

The distributor's acceptance of this term sheet, together with acceptance of the Securities when issued, wil constitute acceptance
of and agreement to these terms and conditions, and will constitute a binding agreement between the distributor, on the one hand,
and Goldman Sachs International, on the other hand.

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