Obligation Goldman & Sachs 0% ( XS2035216428 ) en EUR

Goldman & Sachs

100 % ▼

Etats-unis

XS2035216428 ( en EUR )

27/07/2020 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs XS2035216428 en EUR 0%, échue

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman & Sachs ( Etats-unis ) , en EUR, avec le code ISIN XS2035216428, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/07/2020

BASE PROSPECTUS
GOLDMAN SACHS INTERNATIONAL BANK
incorporated with unlimited liability in England
as Issuer
UNLIMITED
Certificate of Deposit Programme
in respect of STEP compliant "A" Certificates of Deposit and non-STEP
compliant "B" Certificates of Deposit
This Programme has been rated by Fitch Ratings, Inc., Moody's Investors Services, Inc. and S&P
Global Ratings Europe Limited
GOLDMAN SACHS INTERNATIONAL
GOLDMAN SACHS BANK EUROPE SE
as Dealers
DEUTSCHE BANK AG, LONDON BRANCH
as Issue and Paying Agent
This Base Prospectus is dated 8 March 2022
Disclaimer clauses for Dealers and Issue and Paying Agent
See the section entitled "Important Notice" on pages 2 to 5 of this Base Prospectus
An investment in CDs under the Programme involves certain risks
See "Risk Factors" on pages 13 to 29 for a discussion of certain factors to be considered in connection
with any investment in the CDs.
1

IMPORTANT NOTICE
The Issuer, subject to compliance with all relevant laws, regulations and directives, may from time to
time issue STEP-compliant certificates of deposit with a maturity of not more than 364 days from and
including the date of issue to but excluding the maturity date or, in the case of extendible CDs, the Final
Maturity Date (as defined herein) (the "A CDs") and non-STEP compliant certificates of deposit with a
maturity that exceeds 364 days from and including the date of issue to but excluding the maturity date
or, in the case of extendible CDs, the Final Maturity Date (the "B CDs" and, together with the A CDs,
the "CDs") under the programme (the "Programme") as described in this base prospectus (the "Base
Prospectus").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority under the Luxembourg Act dated 16 July 2019 on prospectuses for
securities (loi relative aux prospectus pour valeurs mobilières) (the "Prospectus Act 2019") and for the
purposes of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the Council (as
amended or superseded, the "EU Prospectus Regulation") to approve this document as a base
prospectus in respect of the B CDs. The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the EU Prospectus
Regulation. Such approval should not be considered as an endorsement of the Issuer and of the quality
of the B CDs that are the subject of this Base Prospectus. Investors should make their own assessment
as to the suitability of investing in any such B CDs. By approving this Base Prospectus, the CSSF shall
give no undertaking as to the economic and financial soundness of the operation or the quality or solvency
of the Issuer in accordance with Article 6(4) of the Prospectus Act 2019. This document constitutes a
base prospectus in respect of the B CDs for the purposes of Article 8 of the EU Prospectus Regulation
and should be read together with any supplements thereto, all documents incorporated by reference herein
and any final terms ("Final Terms").
Application has also been made to the Luxembourg Stock Exchange to approve this document as an
alleviated prospectus (prospectus allégé) in respect of the A CDs. This document constitutes (i) an
alleviated prospectus (prospectus allégé) in respect of the A CDs for the purposes of Part III of the
Prospectus Act 2019 and (ii) an information memorandum in respect of A CDs for the purposes of the
Short-Term European Paper ("STEP") Initiative.
Application has also been made to the Luxembourg Stock Exchange for the A CDs and the B CDs 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, which is a regulated market for the
purposes of Directive 2014/65/EU (as amended or superseded, "MiFID II"). The Issuer may also issue
unlisted A CDs and unlisted B CDs and/or A CDs and B CDs not admitted to trading on any market.
Any Extendible A CDs (as defined herein) will be unlisted.
The expression "necessary information" means, in relation to any of the CDs, the information necessary
to enable investors in such notes to make an informed assessment of the assets and liabilities, financial
position, profits and losses and prospects of the Issuer and of the rights attaching to the CDs. In relation
to the different types of CDs that may be issued under the programme, the Issuer has included in this
Base Prospectus all of the necessary information except for information which is not known at the date
of this Base Prospectus and which can only be determined at the time of an individual issue of the CDs.
Any information relating to the CDs which is not included in this Base Prospectus and which is required
in order to complete the necessary information in relation to an issue of the CDs will be contained either
in the relevant Final Terms, in a supplement to this Base Prospectus or a further base prospectus for the
Programme. For issues of CDs which are the subject of Final Terms, those Final Terms will, for the
purposes of that issue only, complete this Base Prospectus and must be read in conjunction with this Base
Prospectus.
The distribution of this Base Prospectus and any Final Terms and the offering or sale and delivery of the
CDs in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
or any Final Terms come are required by the Issuer to inform themselves about, and to observe, any such
restrictions. Subject to certain exceptions, the CDs may not be offered, sold or delivered, directly or
indirectly, in the United States of America or to US persons. The CDs have not been and will not be
registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under
the securities or blue sky laws of any state. Neither the US Securities and Exchange Commission nor any
2

other regulatory body has approved or disapproved of the CDs or passed upon the accuracy or inaccuracy
of this Base Prospectus. This Base Prospectus is not for use in, and may not be delivered to or inside, the
United States.
This Base Prospectus or any Final Terms do not constitute an offer to sell, or a solicitation of an offer to
buy, any CDs offered hereby by any person in any jurisdiction in which it is unlawful for such person to
make such an offer or solicitation. Neither the delivery of this Base Prospectus nor the delivery of any
Final Terms nor any sale made hereunder shall under any circumstances imply that there has been no
adverse change in the financial situation of the issuer since the date hereof or, as the case may be, the
date upon which this Base Prospectus has been most recently supplemented.
In accordance with the STEP Initiative, this Programme will be submitted to the STEP Secretariat in
order to apply for the STEP label in respect of the A CDs. The STEP label will not apply to the B CDs.
The status of STEP compliance of this Programme can be determined from the STEP Market website
(www.stepmarket.org). This website is not sponsored by the Issuer and the Issuer is not responsible for
its content or availability. The CSSF expresses no opinion on the STEP label. Certain prescribed
information required by the STEP label is included in the sections entitled "Information concerning the
Issuer's request for a STEP label" and "Certification of information".
In relation to CDs listed on the official list of the Luxembourg Stock Exchange, this Base Prospectus is
valid for a period of twelve months after its date of approval until 8 March 2023. The Issuer has
undertaken, in connection with the listing of the CDs, that if there shall occur any material adverse change
in the financial condition or operations of the Issuer or any modification or amendment to the terms and
conditions of the CDs such that this Base Prospectus would be inaccurate or misleading, the Issuer will
prepare and make available a supplement to this Base Prospectus or a further base prospectus for the
Programme for any subsequent issue of CDs to be listed on the official list of the Luxembourg Stock
Exchange.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of
the knowledge of the Issuer, the information contained in this Base Prospectus is in accordance with the
facts and the Base Prospectus makes no omission likely to affect its import. Where information contained
in this Base Prospectus has been sourced from a third party, such information has been accurately
reproduced and so far as issuer is aware and is 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 Issuer has been assigned a long-term debt credit rating of A+ and a short-term debt credit rating of
A-1 by S&P Global Ratings Europe Limited ("S&P"); a long-term debt credit rating of A+ and a short-
term debt credit rating of F1 by Fitch Ratings, Inc. ("Fitch"); and a long-term debt credit rating of A1
and a short-term debt credit rating of P-1 by Moody's Investors Services, Inc. ("Moody's").
The credit ratings of the Issuer referred to in this Base Prospectus have been issued by S&P, Fitch and
Moody's, of which only S&P is registered under Regulation (EU) No. 1060/2009, as amended or
superseded (the "EU CRA Regulation"). S&P is established in Ireland and is included in the list of credit
rating agencies published by the European Securities and Markets Authority ("ESMA") on its website
in accordance with the EU CRA Regulation. S&P Global Ratings UK Limited currently endorses credit
ratings issued by S&P for regulatory purposes in the United Kingdom in accordance with Regulation
(EC) No 1060/2009 as it forms part of United Kingdom domestic law by virtue of the European
(Withdrawal) Act 2018 (the "EUWA") and the regulations made under the EUWA, as amended (the
"UK CRA Regulation"). S&P Global Ratings UK Limited is established in the United Kingdom, has
been registered under the UK CRA Regulation and is included in the list of credit rating agencies
published by the Financial Conduct Authority (the "FCA") on its website in accordance with the UK
CRA Regulation. There can be no assurance that S&P Global Ratings UK Limited will continue to
endorse credit ratings issued by S&P. Neither Fitch nor Moody's is established in the European Union or
the United Kingdom, and neither is registered under the EU CRA Regulation or the UK CRA Regulation.
Fitch Ratings Ireland Limited currently endorses credit ratings published by Fitch and Moody's
Deutschland GmbH currently endorses credit ratings issued by Moody's for regulatory purposes in the
European Union in accordance with the EU CRA Regulation. Fitch Ratings Ireland Limited is established
in Ireland and Moody's Deutschland GmbH is established in Germany and each has been registered under
the EU CRA Regulation and is included in the list of credit rating agencies published by ESMA on its
website in accordance with the EU CRA Regulation. There can be no assurance that Fitch Ratings Ireland
3

Limited and Moody's Deutschland GmbH will continue to endorse credit ratings issued by Fitch and
Moody's, respectively. Fitch Ratings Ltd currently endorses credit ratings published by Fitch and
Moody's Investors Service Ltd currently endorses credit ratings issued by Moody's for regulatory
purposes in the United Kingdom in accordance with the UK CRA Regulation. Fitch Ratings Ltd and
Moody's Investors Service Ltd are each established in the United Kingdom and each has been registered
under the UK CRA Regulation and is included in the list of credit rating agencies published by the FCA
on its website in accordance with the UK CRA Regulation. There can be no assurance that Fitch Ratings
Ltd and Moody's Investors Service Ltd will continue to endorse credit ratings issued by Fitch and
Moody's, respectively.
In general, European regulated investors are restricted from using a rating for regulatory purposes in the
European Union if such rating is not either (1) issued by a credit rating agency established in the European
Union and registered with ESMA under the EU CRA Regulation or, (2) in the case of ratings issued by
third country non-EU credit rating agencies, either endorsed by an EU-registered credit rating agency or
the relevant non-EU credit rating agency is certified under the EU CRA Regulation (and such
endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to
transitional provisions that apply in certain circumstances). Furthermore, in general, UK regulated
investors are restricted from using a rating for regulatory purposes if such rating is not either (1) issued
by a credit rating agency established in the United Kingdom and registered under the UK CRA
Regulation or, (2) in the case of ratings issued by third country non-UK credit rating agencies, either
endorsed by a UK registered credit rating agency or issued by a third country credit rating agency that is
certified in accordance with the UK CRA Regulation. This is subject, in each case, to (a) the relevant
UK registration, certification or endorsement, as the case may be, not having been withdrawn or
suspended, and (b) transitional provisions that apply in certain circumstances. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency.
The Issuer has appointed Goldman Sachs International and Goldman Sachs Bank Europe SE as dealers
in respect of the CDs pursuant to a dealer agreement dated on or around 8 March 2021 (together with
further dealers appointed under the Programme from time to time, the "Dealers") under the Programme
and authorised and requested the Dealers to circulate this Base Prospectus in connection with the
Programme on its behalf to purchasers or potential purchasers of the CDs. Every offering of CDs will be
designed, distributed and monitored in accordance with all applicable legal and regulatory requirements
(including any product governance requirements).
Benchmarks Regulation
Amounts payable under the CDs may be calculated or otherwise determined by reference to certain
reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU)
2016/1011 (as amended, the "EU Benchmarks Regulation") or Regulation (EU) 2016/2011 as it forms
part of domestic law by virtue of the EUWA (the "UK Benchmarks Regulation"), as applicable.
Not every reference rate will fall within the scope of the EU Benchmarks Regulation or the UK
Benchmarks Regulation. Furthermore, transitional provisions in the EU Benchmarks Regulation and the
UK Benchmarks Regulation may have the result that the administrator of a particular benchmark is not
required to appear in either in the register of administrators and benchmarks established and maintained
by ESMA pursuant to Article 36 of the EU Benchmarks Regulation (the "ESMA Register") or by the
FCA pursuant to Article 36 of the UK Benchmarks Regulation (the "UK Register"). The following
paragraphs specify the status of the administrator of the reference rates referred to in this Base Prospectus
as at the date of hereof. The registration status of any administrator under the EU Benchmarks Regulation
or the UK Benchmarks Regulation is, however, a matter of public record and, save where required by
applicable law, the Issuer does not intend to update the applicable Final Terms to reflect any change in
the registration status of the administrator.
As at the date of this Base Prospectus, each of the Bank of England (as administrator of the Sterling
Overnight Index Average rate as a reference rate itself and as the underlying benchmark of "GBP-
SONIA" and "GBP-SONIA-OIS Compound" (as defined in the 2021 ISDA Interest Rate Derivative
Definitions (the "2021 ISDA Definitions")), the Federal Reserve Bank of New York (as administrator
of the Secured Overnight Funding Rate as a reference rate itself and the underlying benchmark of "USD-
SOFR", "USD-Federal Funds", "USD-Federal Funds-OIS Compound" and "USD-SOFR-OIS
Compound" (as defined in the 2021 ISDA Definitions)), the European Central Bank (as administrator of
4

the Euro Short-Term Rate as a reference rate itself and as the underlying benchmark of "EUR-EuroSTR"
and "EUR-EuroSTR-OIS Compound" (as defined in the 2021 ISDA Definitions)), the Swiss Stock
Exchange (as administrator of the Swiss Average Rate Overnight as the underlying benchmark of "CHF-
SARON" and "CHF-SARON-OIS Compound" (as defined in the 2021 ISDA Definitions)), the Treasury
Market Association (as administrator of the Hong Kong Dollar Index Average rate as the underlying
benchmark of "HKD-HONIA" and "HKD-HONIA-OIS Compound" (as defined in the 2021 ISDA
Definitions)), the Bank of Japan (as administrator of the Tokyo Overnight Average Rate as the
underlying benchmark of "JPY-TONA" and "JPY-TONA-OIS Compound" (as defined in the 2021 ISDA
Definitions), the Monetary Authority of Singapore (as administrator of the Singapore Overnight Rate
Average as the underlying benchmark of "SGD-SORA" and "SGD-SORA-OIS Compound" (as defined
in the 2021 ISDA Definitions)) and the Reserve Bank of Australia (as administrator of the Australian
Dollar interbank overnight cash rate as the underlying benchmark of "AUD-AONIA", "AUD-BBSW"
and "AUD-AONIA-OIS Compound" (as defined in the 2021 ISDA Definitions)) are not currently
required to obtain authorisation or registration under Article 36 of the EU Benchmarks Regulation or
Article 36 of the UK Benchmarks Regulation and such reference rates do not fall within the scope of the
EU Benchmarks Regulation or the UK Benchmarks Regulation by virtue of Article 2 of the EU
Benchmarks Regulation or the UK Benchmarks Regulation, as applicable.
As at the date of this Base Prospectus, the administrator of the Euro Interbank Offered Rate (European
Money Markets Institute) and the administrator of the Singapore Interbank Offered Rate (ABS
Benchmarks Administration Co Pte Ltd) as the underlying benchmark of "SGD-SIBOR" (as defined in
the 2021 ISDA Definitions) are each included in both the ESMA Register and the UK Register. As at the
date of this Base Prospectus, the administrator of the Hong Kong Interbank Offered Rate (The Hong
Kong Association of Banks) as the underlying benchmark of "HKD-HIBOR" (as defined in the 2021
ISDA Definitions) and the administrator of the Japanese Yen Tokyo Interbank Offered Rate (The
Japanese Bankers Association) as the underlying benchmark of "JPY-TIBOR" (as defined in the 2021
ISDA Definitions) are not included in either the ESMA Register or the UK Register.
Presentation of Information
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "US
dollars", "USD" and "US$" are to the lawful currency of the United States; references to "Sterling" and
"£" are to the lawful currency of the United Kingdom; and references to "euro" and "" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union pursuant
to the treaty establishing the European Community, as amended from time to time. Certain monetary
amounts included in this base prospectus have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that
precede them.
5

TABLE OF CONTENTS
Page
IMPORTANT NOTICE ......................................................................................................................... 2
DESCRIPTION OF THE PROGRAMME ............................................................................................. 7
RISK FACTORS .................................................................................................................................. 13
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 30
DESCRIPTION OF THE ISSUER ....................................................................................................... 32
SELECTED FINANCIAL INFORMATION ....................................................................................... 36
INFORMATION CONCERNING THE ISSUER'S REQUEST FOR A STEP LABEL ..................... 39
CERTIFICATION OF INFORMATION ............................................................................................. 40
TERMS AND CONDITIONS OF THE A CDS .................................................................................. 41
TERMS AND CONDITIONS OF THE B CDS ................................................................................... 64
FORM OF FINAL TERMS A CDS .................................................................................................. 86
FORM OF FINAL TERMS B CDs ................................................................................................... 93
USE OF PROCEEDS ......................................................................................................................... 100
TAXATION ....................................................................................................................................... 101
FORM OF THE GLOBAL A CDS .................................................................................................... 104
FORM OF THE GLOBAL B CDS .................................................................................................... 111
SUBSCRIPTION AND SALE ........................................................................................................... 118
GENERAL INFORMATION............................................................................................................. 121
6

DESCRIPTION OF THE PROGRAMME
The following description provides a general overview of the Programme for the purposes of Article
25.1(b) of Commission Delegated Regulation (EU) 2019/980 supplementing the EU Prospectus
Regulation, 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, including the documents
incorporated by reference and, in relation to the terms and conditions of any particular issuances of
CDs, the applicable Final Terms. Terms used in the following section but not defined have the meanings
given to them elsewhere in this Base Prospectus.
Name of the Programme
Goldman Sachs International Bank Certificate of Deposit
Programme.
Type of Programme
Certificates of Deposit Programme.
A CDs
Certificates of Deposit, STEP compliant.
B CDs
Certificates of Deposit, non-STEP compliant.
Name of the Issuer
Goldman Sachs International Bank.
Type of Issuer
Monetary financial institution.
Purpose of the Programme
Unless otherwise specified in the relevant Final Terms, the
net proceeds of the issue of the CDs will be used by the
Issuer for general banking purposes.
Programme Size (ceiling)
Unlimited.
Contact Details
Email: [email protected]
Telephone: + 44 (0)20 7051 5967
Additional information on the Extendible CDs:
Programme
The initial Maturity Date of the CDs may be extended at
the option of the Issuer if specified in the Final Terms.
Issue Price:
The issue price of each CD (the "Issue Price") will be
specified in the applicable Final Terms.
Redemption:
Unless previously redeemed or purchased and cancelled,
each CD will be redeemed at 100 per cent. of the Nominal
Amount of such CD on the Maturity Date, as specified in
the applicable Final Terms.
Optional Redemption:
The CDs may be redeemed before their Maturity Date, or
in case of Extendible CDs their Final Maturity Date, at the
option of the Issuer, in whole or in part, if specified in the
applicable Final Terms. The Issuer will also have the
option to redeem the CDs in the event of a change in law
or it becomes unlawful for it to perform any of its
obligations under the CDs.
Final Terms:
Each tranche of CDs will be issued on the terms set out in
the Terms and Conditions of the A CDs or B CDs, as
applicable, as completed by the applicable Final Terms.
7

Risk Factors:
Investment in the CDs may involve a certain degree of risk.
The principal risk factors that may affect the ability of the
Issuer to fulfil its obligations under the CDs, are set out in
the section headed "Risk Factors" on pages 13 to 29 of this
Base Prospectus.
Auditor of the Issuer, who has PricewaterhouseCoopers LLP
audited the accounts of the Issuer's 1 Embankment Place
Annual Report
London WC2N 6RH
United Kingdom
Information on A CDs
Characteristics and Form of A CDs
A CDs will be in bearer form and each issue of A CDs will
initially be represented by one or more global CDs (each,
a "Global A CD" and together, the "Global A CDs"). A
Global A CD will be exchangeable into definitive A CDs
only in the limited circumstances set out in that Global A
CD.
Application will be made to the STEP Secretariat in order
to apply for the STEP label in respect of the A CDs.
Yield Basis
A CDs may be interest bearing or non-interest bearing.
Interest (if any) may accrue at a fixed rate or a floating rate
and will be determined in the manner specified in the
applicable Final Terms. A CDs may be issued at a discount
or premium as specified in the applicable Final Terms.
Currencies of Issue of the A CDs
A CDs may be denominated in euro, Sterling, US dollars
or any other currency subject to compliance with any
applicable legal and regulatory requirements.
Maturity of the A CDs
The tenor of the A CDs shall be 364 days or less from and
including the date of issue to but excluding the Final
Maturity Date, subject to compliance with any applicable
legal and regulatory requirements.
Minimum Issuance Amount
At least EUR 100,000 (or the equivalent in any other
currency).
Minimum Denomination of the A The minimum denomination of each A CD will be EUR
CDs
100,000 (or the equivalent in any other currency) unless
otherwise specified in the applicable Final Terms and
integral multiples of amounts as specified in the applicable
Final Terms (subject in each case to compliance with all
applicable legal and regulatory requirements).
Status of the A CDs
A
CDs
shall
represent
direct,
unconditional,
unsubordinated and unsecured obligations of the Issuer and
shall at all times rank pari passu with all other present and
future unsubordinated and unsecured obligations for funds
borrowed or guaranteed by the Issuer (other than in the
case of obligations preferred by mandatory provisions of
law).
Governing Law that applies to the A A CDs, and any non-contractual obligations arising out of
CDs
or in connection with A CDs, will be governed by, and
construed in accordance with, English law.
8

Listing and Admission to Trading
Application has been made for A CDs to be listed on the
Official List of the Luxembourg Stock Exchange and to be
admitted to trading on the Luxembourg Stock Exchange's
regulated market. The Issuer may also issue A CDs that are
unlisted.
Settlement System
Euroclear
Bank
S.A./N.V.
("Euroclear")
and/or
Clearstream Banking S.A. ("Clearstream") and/or or any
other clearing system as may be specified in the Final
Terms (the "Relevant Clearing Systems").
Ratings of the Programme
As at the date of this Base Prospectus, the Programme has
been rated by Fitch, Moody's and S&P.
S&P is established in Ireland and is registered under the
EU CRA Regulation. S&P Global Ratings UK Limited is
established in the United Kingdom and has been registered
under the UK CRA Regulation. S&P Global Ratings UK
Limited currently endorses credit ratings issued by S&P for
regulatory purposes in the United Kingdom in accordance
with the UK CRA Regulation, however there can be no
assurance that S&P Global Ratings UK Limited will
continue to endorse credit ratings issued by S&P.
Neither Fitch nor Moody's is established in the European
Union or the United Kingdom and neither is registered
under EU CRA Regulation or the UK CRA Regulation.
Fitch Ratings Ireland Limited currently endorses credit
ratings published by Fitch and Moody's Deutschland
GmbH currently endorses credit ratings issued by Moody's
for regulatory purposes in the European Union in
accordance with the EU CRA Regulation. Fitch Ratings
Ireland Limited is established in Ireland and Moody's
Deutschland GmbH is established in Germany and each
has been registered under the EU CRA Regulation and is
included in the list of credit rating agencies published by
ESMA on its website in accordance with the EU CRA
Regulation. There can be no assurance that Fitch Ratings
Ireland Limited and Moody's Deutschland GmbH will
continue to endorse credit ratings issued by Fitch and
Moody's, respectively. Fitch Ratings Ltd currently
endorses credit ratings published by Fitch and Moody's
Investors Service Ltd currently endorses credit ratings
issued by Moody's for regulatory purposes in the United
Kingdom in accordance with the UK CRA Regulation.
Fitch Ratings Ltd and Moody's Investors Service Ltd are
each established in the United Kingdom and each has been
registered under the UK CRA Regulation and is included
in the list of credit rating agencies published by the FCA
on its website in accordance with the UK CRA Regulation.
There can be no assurance that Fitch Ratings Ltd and
Moody's Investors Service Ltd will continue to endorse
credit ratings issued by Fitch and Moody's, respectively.
A rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or
withdrawal at any time by the relevant rating agency.
Guarantor(s)
None.
9

Issuing and Paying Agent
Deutsche Bank AG, London Branch.
Arranger
Not Applicable.
Dealer
Goldman Sachs International and Goldman Sachs Bank
Europe SE. The Issuer may also appoint additional dealers
under the Programme from time to time.
Selling Restrictions
Offers and sales of A CDs and the distribution of this Base
Prospectus and other information relating to the Issuer and
the A CDs are subject to certain restrictions, details of
which are set out under "Subscription and Sale" on pages
116 to 118 of this Base Prospectus.
Taxation
All payments under A CDs will be made free and clear of
withholding for or on account of any taxes imposed by the
jurisdiction of incorporation of the Issuer (being, as of the
date hereof, the United Kingdom) or any jurisdiction
through or from which payments by or on behalf of the
Issuer are made, save as set out in paragraphs 6 and 7 of
the Form of Global A CD. For a description of the United
Kingdom and United States tax analysis of the CDs, see
"Taxation" on pages 101 to 103 of this Base Prospectus.
Information on B CDs
Characteristics and Form of B CDs
B CDs will be in bearer form and each issue of B CDs will
initially be represented by one or more global B CDs (each,
a "Global B CD" and together, the "Global B CDs"). A
Global B CD will be exchangeable into definitive B CDs
only in the limited circumstances set out in that Global B
CD.
The STEP label will not apply to the B CDs.
Yield Basis
B CDs may be interest bearing or non-interest bearing.
Interest (if any) may accrue at a fixed rate or a floating rate
and will be determined in the manner specified in the Final
Terms. A CDs may be issued at a discount or premium as
specified in the applicable Final Terms.
In the case of the B CDs, the applicable Final Terms will
state whether the B CDs will include an interest step-up
provision or an interest step-down provision, in which case
the rate of interest in respect of the B CDs may increase
("Step-Up B CDs") or decrease ("Step-Down B CDs") as
the term of the CDs progresses, on dates specified in the
applicable Final Terms.
Currencies of Issue of the B CDs
B CDs may be denominated in euro, Sterling, US dollars
or any other currency subject to compliance with any
applicable legal and regulatory requirements.
Maturity of the B CDs
The tenor of the B CDs shall be more than 364 days from
and including the date of issue to but excluding the Final
Maturity Date, subject to compliance with any applicable
legal and regulatory requirements.
Minimum Issuance Amount
At least EUR 100,000 (or the equivalent in any other
currency).
10