Obligation Goldman Sachs Global Finance 0% ( XS2114125003 ) en GEL

Goldman Sachs Global Finance

100 % ▲

Jersey

XS2114125003 ( en GEL )

25/10/2023 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs Finance Corp INTL XS2114125003 en GEL 0%, échue

400 000 GEL

27 000 000 GEL

Goldman Sachs Finance Corp. INTL est une filiale de Goldman Sachs qui opère à l'international, fournissant des services financiers tels que la banque d'investissement, la gestion d'actifs et la vente et négociation de valeurs mobilières.

L'Obligation émise par Goldman Sachs Global Finance ( Jersey ) , en GEL, avec le code ISIN XS2114125003, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/10/2023

______________________________________________
Private Placement Memorandum
______________________________________________
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
as Issuer
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD
(Incorporated with limited liability in Jersey)
as Issuer
in respect of which Securities issued by Goldman Sachs International, Goldman, Sachs & Co.
Wertpapier GmbH and Goldman Sachs Finance Corp International Ltd are guaranteed by
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
as Guarantor
SERIES M PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
This document (as may be supplemented from time to time, the "Private Placement Memorandum")
constitutes a private placement memorandum in respect of the Series M Programme (as defined
below). Any Securities (as defined below) issued on or after the date of this Private Placement
Memorandum are issued subject to the provisions herein, if so provided in the Pricing Supplement
(as defined below) prepared in relation to such Securities. This Private Placement Memorandum
does not constitute a prospectus for the purpose of Article 8 of Regulation (EU) 2017/1129 (the
"Prospectus Regulation").
Goldman Sachs International ("GSI"), Goldman, Sachs & Co. Wertpapier GmbH ("GSW") and
Goldman Sachs Finance Corp International Ltd ("GSFCI", 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 (the "Notes", and together with the Warrants and the
Certificates, the "Securities") under the Series M Programme for the Issuance of Warrants, Notes and
Certificates of Goldman Sachs International, Goldman, Sachs & Co. Wertpapier GmbH and Goldman
Sachs Finance Corp International Ltd, each as guaranteed by The Goldman Sachs Group, Inc. ("GSG"
or the "Guarantor") (the "Programme") described in this Private Placement Memorandum. The
Securities will have the terms and conditions described in this Private Placement Memorandum, as
completed and (if applicable) amended, in the case of each issue of Securities, by a pricing supplement
(the "Pricing Supplement") specific to each issue of Securities. The payment obligations and (subject
to the last sentence of this paragraph) delivery obligations of each Issuer in respect of the Securities are
guaranteed by the Guarantor. The Guarantor is only obliged to pay a cash amount (the Physical
Settlement Disruption Amount) instead of delivering the Deliverable Assets if the relevant Issuer fails
to satisfy its delivery obligations under the Securities.
Statements in relation to prospects and financial or trading position: In this Private Placement
Memorandum, where GSI, GSW, GSFCI and GSG make statements that "there has been no material
adverse change in the prospects" and "no significant change in the financial or trading position" of GSI,
GSW, GSFCI and GSG, respectively, references in these statements to the "prospects" and "financial or
trading position" of GSI, GSW, GSFCI and GSG are specifically to their respective ability to meet their

i

EUS_ONPREM\351894536.01

full payment obligations under the Securities (in the case of each of GSI, GSW and GSFCI) or the
Guaranty (in the case of GSG) in a timely manner. Such statements are made in the "General
Information" section. Material information about the respective financial condition and prospects of
GSI, GSW, GSFCI and GSG is included in each of GSI's, GSW's, GSFCI's and GSG's annual and
interim reports, which are incorporated by reference into this Private Placement Memorandum.
This Private Placement Memorandum may be updated and replaced in its entirety from time to time.
Warning: This Private Placement Memorandum has not been reviewed or approved by any
competent authority in the European Union (EU) under the Prospectus Regulation or by any
stock exchange which constitutes a regulated market for the purposes of Directive 2014/65/EU on
markets in financial instruments (as amended) or by any other regulator in any other
jurisdiction. This means that the document is not a prospectus for the purposes of the Prospectus
Regulation, may not be used for an offering requiring such prospectus, and the Issuers will not
be responsible for the content of this document in relation to any offering which requires such a
prospectus. This Private Placement Memorandum has been prepared on the basis that any offer
of Securities in any member state of the European Economic Area (EEA) will be made pursuant
to an exemption from the requirement to produce a prospectus under the Prospectus Regulation
for offers of Securities. Further, you should be aware that (i) this Private Placement
Memorandum may not include the same level of disclosure required by the Prospectus
Regulation or other relevant national or EU legislation and (ii) if you acquire Securities under
this Private Placement Memorandum you will not have any recourse to the relevant Issuer under
any Prospectus Regulation related liability regime, including but not limited to provisions for
compensation arising under Section 90 of the Financial Services and Markets Act 2000 (the
"FSMA") in the UK. This document has been approved by the Luxembourg Stock Exchange in
respect of Securities to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF
market.

_______________________
The date of this Private Placement Memorandum is 14 January 2020

ii

EUS_ONPREM\351894536.01

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

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

Nature of the Guaranty: The payment obligations and (subject to the last sentence of this paragraph)
delivery obligations of each Issuer in respect of the Securities are guaranteed by GSG as Guarantor
pursuant to a guaranty governed by the laws of the State of New York dated 14 January 2020 (the
"Guaranty"). The Guaranty will rank pari passu with all other unsecured and unsubordinated
indebtedness of GSG. The Guarantor is obliged to pay only a cash amount (the Physical Settlement
Disruption Amount) instead of delivering the Deliverable Assets if the Issuer fails to satisfy its delivery
obligations under the Securities.

Credit Risk: In the case of Securities linked to Underlying Asset(s), although the return on the
Securities will be based on the performance of the Underlying Asset(s), the payment of any amount due
on the Securities is subject to the credit risk of the relevant Issuer, and the credit risk of The Goldman
Sachs Group, Inc., as Guarantor. This is also the case for Securities not linked to any Underlying Asset.
The Securities are our unsecured obligations. The Guaranty is an unsecured obligation of GSG.
Investors are dependent on our ability to pay all amounts due on the Securities, and therefore investors
are subject to our credit risk and to changes in the market's view of our creditworthiness. Similarly,
investors are dependent on the ability of The Goldman Sachs Group, Inc., as Guarantor, to pay all
amounts due on the Securities, and therefore are also subject to its credit risk and to changes in the
market's view of its creditworthiness.

Risks: Before purchasing Securities, you should consider carefully the information in this Private
Placement Memorandum, including the section entitled "Risk Factors" below on pages 20 to 47 and the
risk factors in any applicable product supplement.
Risks relating to the bankruptcy or resolution of The Goldman Sachs Group, Inc.: The
bankruptcy or resolution of The Goldman Sachs Group, Inc., as Guarantor, will not constitute
an event of default in relation to the Securities. In the event that the Guarantor becomes subject to
bankruptcy or resolution proceedings (but the Issuer does not), you will not be able to declare the
Securities to be immediately due and repayable. The return you receive on the Securities in this
particular circumstance could be significantly less than what you would have otherwise received had
you been able to declare the Securities immediately due and repayable upon the bankruptcy or
resolution of the Guarantor.
Responsibility: The Issuers and the Guarantor accept responsibility for the information contained in
this Private Placement Memorandum and to the best of the knowledge of the Issuers and the Guarantor
(having taken all reasonable care to ensure that such is the case), the information contained in the
Private Placement Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information. Where information in this Private Placement Memorandum has
been sourced from a third party, such information has been accurately reproduced and, so far as the
Issuers and the Guarantor are aware and are able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
IMPORTANT EEA RETAIL INVESTORS
If the Pricing Supplement in respect of the Securities includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Securities are not intended to be offered, sold or otherwise made available

iii

EUS_ONPREM\351894536.01

to and may not be offered, sold or otherwise made available to any retail investor in the European
Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on Markets in Financial
Instruments (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined in the Prospectus Regulation. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to a retail investor in the EEA has been prepared and
therefore offering or selling such Securities or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of any
Securities includes a legend entitled "Prohibition of Sales to EEA Retail Investors" but where the Issuer
subsequently prepares and publishes a key information document under the PRIIPs Regulation in
respect of such Securities, then following such publication, the prohibition on the offering, sale or
otherwise making available the Securities to a retail investor as described in the above paragraph and in
such legend shall no longer apply.
Restrictions under the EU Prospectus Regulation: This Private Placement Memorandum has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
("EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement
to publish a prospectus for offers of Securities. Accordingly, any person making or intending to make
an offer in a Member State of the EEA of Securities which are the subject of a placement contemplated
in this Private Placement Memorandum by the relevant Pricing Supplement may only do so in
circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3
of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer. None of the Issuers or the Guarantor has authorised,
nor do any of them authorise, any offer of Securities which would require an Issuer or any other entity
to publish or supplement a prospectus in respect of such offer.
Consent of the Jersey Financial Services Commission and the Jersey Registrar of Companies:
The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, its
consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Securities
by GSFCI. A copy of this Private Placement Memorandum has been delivered to the Jersey registrar of
companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002,
and he has given, and has not withdrawn, his consent to its circulation. It must be distinctly understood
that, in giving these consents, neither the registrar of companies nor the Commission takes any
responsibility for the financial soundness of GSFCI or the Guarantor or for the correctness of any
statements made, or opinions expressed, with regard to them.
Admission to trading on the Luxembourg Stock Exchange's Euro MTF market: This Private
Placement Memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg Law
dated 16 July 2019 on prospectuses for securities (the "Luxembourg Law"). Application has been
made to the Luxembourg Stock Exchange for Securities issued under the Programme to be admitted to
trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF") and to be listed on
the Official List of the Luxembourg Stock Exchange. The Euro MTF is not a regulated market for the
purposes of MiFID II. The relevant Pricing Supplement will specify whether the Securities are to be
listed on the Euro MTF or will be unlisted.
Potential for discretionary determinations by the Issuer or the Calculation Agent under the
Securities: Under the terms and conditions of the Securities, following the occurrence of certain events
relating to the Issuer, the Issuer's hedging arrangements, the Underlying Asset(s), taxation, the
relevant currency or other matters outside of the Issuer's control, the Issuer or the Calculation Agent
may determine in its discretion to take one of the actions available to it in order to deal with the impact
of such event on the Securities or the Issuer or both. These actions may include (i) adjustment to the
terms and conditions of the Securities, (ii) substitution of the Underlying Asset(s) or (iii) early
redemption or exercise of the Securities. Any such discretionary determination by the Issuer or the
Calculation Agent could have a negative impact on the value of the Securities. See, in particular, "Risk
Factors" - risk factor 8 (Risks associated with discretionary powers of the Issuer and the Calculation
Agent including in relation to our hedging arrangements) below.

iv

EUS_ONPREM\351894536.01

Important U.S. Legal Notices: None of the Securities, the Guaranty and any securities to be delivered
upon exercise or settlement of the Securities have been, nor will be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws; and trading in
the Securities has not been and will not be approved by the United States Commodity Futures Trading
Commission (the "CFTC") under the United States Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). Except as provided below, Securities and the Guaranty may not be
offered or sold within the United States or to U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")). The Pricing Supplement relating to an Instrument (but not a Note)
may provide for an offer and sale of the whole or a portion of a Series of Instruments issued by GSI
(but not any other Issuer) to qualified institutional buyers ("QIBs") (as defined in Rule 144A under the
Securities Act ("Rule 144A")) within the United States in reliance on an exemption from the
registration requirements of the Securities Act for transactions not involving any public offering
("Private Placement Exemption"). In addition, GSI may from time to time issue Warrants that will be
represented by a Regulation S/Rule 144A Global Warrant which can be (a) offered and sold to QIBs in
reliance on the Private Placement Exemption and (b) offered and sold to investors who are located
outside the United States and are not "US persons" as defined in Regulation S (each, a "Regulation
S/Rule 144A Warrant"). Each purchaser of Instruments offered within the United States is hereby
notified that the offer and sale of such Instruments to it is made in reliance upon the Private Placement
Exemption and that such Instruments are not transferable except as provided under "Selling
Restrictions" below. Rights arising under the Instruments will be exercisable by the Holder only upon
certification as to non-U.S. beneficial ownership, unless the Pricing Supplement relating to an
Instrument expressly provides otherwise in connection with an offering of the Instrument that may be
resold pursuant to Rule 144A under the Securities Act. Hedging transactions involving the Securities
may not be concluded other than in compliance with the Securities Act or the Commodity Exchange
Act (as applicable).
Securities issued by GSI or GSW relating to commodities and commodities futures (within the
meaning of the Commodity Exchange Act and the rules and regulations of the CFTC thereunder), or
securities issuable upon exercise of certain of the Securities, may not be offered, sold or resold in or
into the United States without an applicable exemption under the Commodity Exchange Act. Unless
otherwise stated in the relevant Pricing Supplement, such Securities may not be offered, sold or resold
in the United States and the Issuers and the Guarantor reserve the right not to make payment or
delivery in respect of such a Security to a person in the United States if such payment or delivery
would constitute a violation of U.S. law. Securities issued by GSFCI relating to commodities and
commodities futures (within the meaning of the Commodity Exchange Act and the rules and
regulations of the CFTC thereunder), or securities issuable upon exercise of certain of the Securities,
may not be offered, sold or resold in or into the United States at any time. Such Securities may not be
offered, sold or resold in the United States and GSFCI and the Guarantor reserve the right not to make
payment or delivery in respect of such a Security to a person in the United States.
The Securities have not been approved or disapproved by the United States Securities and Exchange
Commission (the "SEC") or any state securities commission in the United States nor has the SEC or
any state securities commission passed upon the accuracy or the adequacy of this Private Placement
Memorandum. Any representation to the contrary is a criminal offence in the United States.
Important notice in relation to Securities offered in the Kingdom of Bahrain
In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Private
Placement Memorandum together with any Pricing Supplement and related offering documents must
be in registered form and must only be marketed to existing account holders and accredited investors as
defined by the Central Bank of Bahrain ("CBB") in the Kingdom of Bahrain where such investors
make a minimum investment of at least U.S.$100,000 or any equivalent amount in other currency or
such other amount as the CBB may determine.
This Private Placement Memorandum does not constitute an offer of securities in the Kingdom of
Bahrain pursuant to the terms of Article (81) of the Central Bank and Financial Institutions Law 2006
(decree Law No. 64 of 2006). This Private Placement Memorandum, together with any Pricing
Supplement and related offering documents have not been and will not be registered as a prospectus
with the CBB. Accordingly, no Securities may be offered, sold or made the subject of an invitation for
subscription or purchase nor will this Private Placement Memorandum together with any Pricing
Supplement or any other related documents or material be used in connection with any offer, sale or

v

EUS_ONPREM\351894536.01

invitation to subscribe or purchase securities, whether directly or indirectly, to persons in the Kingdom
of Bahrain, other than as marketing to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered this Private Placement Memorandum together with
any Pricing Supplement or related offering documents and it has not in any way considered the merits
of the securities to be marketed for investment, whether in or outside the Kingdom of Bahrain.
Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and
information contained in this Private Placement Memorandum and expressly disclaims any liability
whatsoever for any loss howsoever arising from reliance upon the whole or any part of the content of
this Private Placement Memorandum.
No offer of Securities will be made to the public in the Kingdom of Bahrain and this Private Placement
Memorandum together with any Pricing Supplement or related offering documents must be read by the
addressee only and must not be issued, passed to, or made available to the public generally.
The CBB and the Bahrain Bourse assume no responsibility for the accuracy and completeness of the
statements and information contained in this Private Placement Memorandum and expressly disclaim
any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the
contents of this Private Placement Memorandum.
Each of the responsible persons (as defined in "Responsibility" above) accepts responsibility for the
information given in this Private Placement Memorandum and confirms that, having taken all
reasonable care to ensure that such is the case, the information contained in this Private Placement
Memorandum is, to the best of its knowledge, in accordance with the facts and does not omit anything
likely to affect its import.
Any offer of Securities to investors in the Kingdom of Bahrain will be made by way of private
placement. For the avoidance of doubt, no offer of Securities will be made to the public in the
Kingdom of Bahrain. All offers of Securities to investors in the Kingdom of Bahrain are therefore
intended for "Accredited Investors" only. "Accredited Investors" are defined as:
·
individuals holding financial assets (either singly or jointly with their spouses) of
U.S.$1,000,000 or more, excluding that person's principal place of residence;
·
companies, partnerships, trusts or other commercial undertakings, which have financial assets
available for investment of not less than U.S.$1,000,000; or
·
governments, supranational organisations, central banks or other national monetary
authorities, and state organisations whose main activity is to invest in financial instruments
(such as state pension funds).
All offers of Securities to investors in the Kingdom of Bahrain will be made by way of private
placement and may only be offered to investors in the Kingdom of Bahrain in minimum subscriptions
of U.S.$100,000 (or equivalent in other currencies).
Post-issuance Reporting: Neither the Issuers nor the Guarantor intend to provide any post-issuance
information or have authorised the making or provision of any representation or information regarding
the Issuers, the Guarantor or the Securities other than as contained or incorporated by reference in this
Private Placement Memorandum, in any other document prepared in connection with the Programme
or any Pricing Supplement or as expressly approved for such purpose by the Issuers or the Guarantor.
Any such representation or information should not be relied upon as having been authorised by the
Issuers or the Guarantor. The delivery of this Private Placement Memorandum or any Pricing
Supplement shall not, in any circumstances, create any implication that there has been no adverse
change in the financial situation of the Issuers or the Guarantor since the date hereof or, as the case
may be, the date upon which this Private Placement Memorandum has been most recently
supplemented.
Restrictions on the distribution and use of this Private Placement Memorandum and any Pricing
Supplement: The distribution of this Private Placement Memorandum and any relevant Pricing
Supplement and the offering, sale and delivery of the Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this Private Placement Memorandum or any Pricing

vi

EUS_ONPREM\351894536.01

Supplement comes are required by the Issuers and the Guarantor to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Securities and the distribution of this Private Placement Memorandum, any Pricing Supplement and
other offering material relating to the Securities, see "Selling Restrictions" below.
This Private Placement Memorandum and any Pricing Supplement may not be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted
or to any person to whom it is unlawful to make such offer or solicitation, and no action has been taken
or will be taken to permit an offering of the Securities or the distribution of this Private Placement
Memorandum in any jurisdiction where any such action is required. Furthermore, this Private
Placement Memorandum and any Pricing Supplement may only be used for the purposes for which it
has been published.
No person is or has been authorised by the Issuers or the Guarantor to give any information or to make
any representation not contained in or not consistent with this Private Placement Memorandum, any
Pricing Supplement or any other information supplied in connection with an offering of Securities and,
if given or made, such information or representation must not be relied upon as having been authorised
by the Issuers or the Guarantor.
Stabilisation: In connection with the issue of any Tranche of Notes, the person or persons (if any)
named as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any
Stabilising Manager(s)) in the relevant Pricing Supplement may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier
of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the
allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
Compliance with Belgian Code of Economic Law
In respect of offers of Securities in Belgium, the Issuer will comply with the provisions of the Belgian
Code of Economic Law, particularly the provisions on unfair terms in the application of the terms and
conditions of the Securities as set out in this Private Placement Memorandum and the relevant Pricing
Supplement relating to such Securities in Belgium, insofar as these provisions are applicable.
Certain defined terms: In this Private Placement Memorandum, references to "U.S.$", "$", "U.S.
dollars", "dollars", "USD" and "cents" are to the lawful currency of the United States of America,
references to "", "euro" and "EUR" are to the lawful single currency of the member states of the
European Union that have adopted and continue to retain a common single currency through monetary
union in accordance with European Union treaty law (as amended from time to time), references to "£"
and "GBP" are to Sterling, the lawful currency of the United Kingdom, and references to "CNY" are to
Chinese Renminbi, the lawful currency of the People's Republic of China (including any lawful
successor to the CNY). Any other currency referred to in any Pricing Supplement will have the
meaning specified in the relevant Pricing Supplement.
In this Private Placement Memorandum, references to the "Conditions" are: (1) in relation to Notes,
references to the General Note Conditions (as completed, amended and/or replaced by any of the
Specific Product Conditions (if applicable) which are contained in the product supplements in the
Annexes to this Private Placement Memorandum) set out below in this Private Placement
Memorandum and, in relation to any particular Tranche or Tranches of Notes, references to such
General Note Conditions (as completed, amended and/or replaced by any of the Specific Product
Conditions (if applicable)) as completed and (if applicable) amended to the extent described in the
relevant Pricing Supplement; and (2) in relation to Instruments, references to the General Instrument
Conditions (as completed, amended and/or replaced by any of the Specific Product Conditions (if
applicable) which are contained in the product supplements in the Annexes to this Private Placement
Memorandum) set out below in this Private Placement Memorandum and, in relation to any particular
Tranche or Tranches of Instruments, references to such General Instrument Conditions (as completed,

vii

EUS_ONPREM\351894536.01

amended and/or replaced by any of the Specific Product Conditions (if applicable)) as completed and
(if applicable) amended to the extent described in the relevant Pricing Supplement.
An Index of Defined Terms is set out at the end of this Private Placement Memorandum.

viii

EUS_ONPREM\351894536.01

TABLE OF CONTENTS

Page
SUMMARY .....................................................................................................................................
1
Provides a summary of key information contained within this Private Placement

Memorandum. It is relevant to all Securities.
RISK FACTORS ..............................................................................................................................
20
Sets out the principal risks inherent in investing in Securities and the risks that may affect the

relevant Issuer's and Guarantor's ability to fulfil their respective obligations under the
Securities. It is relevant to all Securities.
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................
48
Incorporates by reference certain documents in respect of each Issuer and the Guarantor into

this Private Placement Memorandum. It is relevant to all Securities.
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ...........................................
60
Sets out the terms and conditions applicable to Instruments.

GENERAL TERMS AND CONDITIONS OF THE NOTES ..........................................................
106
Sets out the terms and conditions applicable to Notes.

USD LIBOR FALLBACKS SCHEDULE .......................................................................................
153
Sets out the fallbacks applicable to Securities that reference USD Libor.

BOOK-ENTRY CLEARING SYSTEMS ........................................................................................
157
Provides information on the rules and procedures of the relevant clearing system in which the

Securities may be cleared and settled. It is relevant to all Securities.
USE OF PROCEEDS .......................................................................................................................
161
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.

GOLDMAN SACHS INTERNATIONAL .......................................................................................
162
Provides information on Goldman Sachs International.

GOLDMAN, SACHS & CO. WERTPAPIER GMBH ....................................................................
165
Provides information on Goldman, Sachs & Co. Wertpapier GmbH.

GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD ................................................
168
Provides information on Goldman Sachs Finance Corp International Ltd.

THE GOLDMAN SACHS GROUP, INC. .......................................................................................
170
Provides information on The Goldman Sachs Group, Inc.

TAXATION .....................................................................................................................................
171
Provides an overview of certain taxation considerations relating to the Securities. It is

relevant to all Securities.
SELLING RESTRICTIONS ............................................................................................................
223

ix

EUS_ONPREM\351894536.01

Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is

relevant to all Securities.
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS .............................................
250
Provides a summary of certain distribution arrangements. It is relevant to all Securities.

GENERAL INFORMATION...........................................................................................................
251
Provides certain additional information on the Securities, this Private Placement

Memorandum, the Programme and the Issuers. It is relevant to all Securities.
FORMS OF THE NOTES ................................................................................................................
261
Describes the different forms of Notes.

FORM OF GUARANTY .................................................................................................................
263
Sets out the form of the guaranty given by the Guarantor in relation to the Securities. It is

relevant to all Securities.
FORM OF PRICING SUPPLEMENT (INSTRUMENTS) ..............................................................
266
Provides a template Pricing Supplement to be used for each issuance of Instruments.

FORM OF PRICING SUPPLEMENT (NOTES) .............................................................................
296
Provides a template Pricing Supplement to be used for each issuance of Notes.

ANNEX 1 - SHARE LINKED PRODUCT SUPPLEMENT ...........................................................
330
Sets out additional terms and conditions that are applicable to Share Linked Securities, an

overview of such terms and conditions and additional risk factors applicable to Share Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Share Linked Conditions are applicable.
ANNEX 2 - INDEX LINKED PRODUCT SUPPLEMENT ...........................................................
364
Sets out additional terms and conditions that are applicable to Index Linked Securities, an

overview of such terms and conditions and additional risk factors applicable to Index Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Index Linked Conditions are applicable.
ANNEX 3 - COMMODITY LINKED PRODUCT SUPPLEMENT
406
Sets out additional terms and conditions that are applicable to Commodity Linked Securities,

an overview of such terms and conditions and additional risk factors applicable to
Commodity Linked Securities. It applies to Securities for which the relevant Pricing
Supplement provides that the Commodity Linked Conditions are applicable.
ANNEX 4 - FX LINKED PRODUCT SUPPLEMENT ...................................................................
449
Sets out additional terms and conditions that are applicable to FX Linked Securities, an

overview of such terms and conditions and additional risk factors applicable to FX Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
FX Linked Conditions are applicable.
ANNEX 5 - INFLATION LINKED PRODUCT SUPPLEMENT ...................................................
468
Sets out additional terms and conditions that are applicable to Inflation Linked Securities, an

overview of such terms and conditions and additional risk factors applicable to Inflation
Linked Securities. It applies to Securities for which the relevant Pricing Supplement provides

x

EUS_ONPREM\351894536.01