Obligation GOLDMAN SACHS GLOBAL 0% ( XS2214752243 ) en EUR

GOLDMAN SACHS GLOBAL

100 % ▼

Etats-unis

XS2214752243 ( en EUR )

05/11/2020 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs International XS2214752243 en EUR 0%, échue

Goldman Sachs International est une filiale britannique de Goldman Sachs, offrant une gamme complète de services bancaires d'investissement, de gestion d'actifs et de négociation de titres à une clientèle mondiale.

L'obligation Goldman Sachs International (XS2214752243), émise aux États-Unis en EUR, à un taux d'intérêt de 0%, et échéant le 05/11/2020, a été remboursée à son prix nominal de 100% à la maturité.

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 9 March 2020

Disclaimer clauses for Dealers and Issue and Paying Agent
See the section entitled "Important Notice" on pages 2 to 4 of this Base Prospectus

An investment in CDs under the Programme involves certain risks
See "Risk Factors" on pages 11 to 27 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 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 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 "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 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. Application has been made to the Luxembourg
Stock Exchange to approve this document as an alleviated prospectus (prospectus allégé) in respect of
the A CDs. 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.
This document constitutes a base prospectus in respect of the B CDs for the purposes of Article 8 of the
Prospectus Regulation and should be read together with any supplements thereto, all documents
incorporated by reference herein and any final terms ("Final Terms"). This document also 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 for the purposes of the Short-Term European
Paper ("STEP") Initiative.
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 or in a further Base Prospectus. 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
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.

2

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 9 March 2021. 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 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 "CRA Regulation"). In general, European regulated investors are restricted from using
a rating for regulatory purposes if such rating is not either (1) issued or validly endorsed by a credit rating
agency established in the European Union and registered with the European Securities and Markets
Authority ("ESMA") under the CRA Regulation or (2) issued by a credit rating agency established
outside the European Union which is certified under the CRA Regulation. The EU affiliates of Fitch and
Moody's are registered under the CRA Regulation. The ESMA has approved the endorsement by such
EU affiliates of credit ratings issued by Fitch and Moody's. Accordingly, credit ratings issued by Fitch
and Moody's may be used for regulatory purposes in the EU. 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 9 March 2020 (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).

3

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 the Benchmarks
Regulation (Regulation (EU) 2016/1011) (as amended or superseded, the "Benchmarks Regulation").
If any such reference rate does constitute such a benchmark, the applicable Final Terms will indicate
whether or not the benchmark is provided by an administrator included in the register of administrators
and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to article 36 of the Benchmarks Regulation. Not every reference rate will fall within
the scope of the Benchmarks Regulation. Furthermore, transitional provisions in the Benchmarks
Regulation may have the result that the administrator of a particular benchmark is not required to appear
in the register of administrators and benchmarks at the date of the applicable Final Terms. The
registration status of any administrator under the Benchmarks Regulation is 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.

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.

4

TABLE OF CONTENTS
Page
IMPORTANT NOTICE .......................................................................................................................2
DESCRIPTION OF THE PROGRAMME ...........................................................................................6
RISK FACTORS ................................................................................................................................ 11
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................... 28
DESCRIPTION OF THE ISSUER ..................................................................................................... 30
INFORMATION CONCERNING THE ISSUER'S REQUEST FOR A STEP LABEL ................... 36
CERTIFICATION OF INFORMATION ........................................................................................... 37
TERMS AND CONDITIONS OF THE A CDS ................................................................................ 38
TERMS AND CONDITIONS OF THE B CDS ................................................................................. 63
FORM OF FINAL TERMS A CDS ................................................................................................ 87
FORM OF FINAL TERMS B CDs ................................................................................................. 92
USE OF PROCEEDS ......................................................................................................................... 97
TAXATION ....................................................................................................................................... 98
FORM OF THE GLOBAL A CDS .................................................................................................. 101
FORM OF THE GLOBAL B CDS .................................................................................................. 107
SUBSCRIPTION AND SALE ......................................................................................................... 113
GENERAL INFORMATION........................................................................................................... 116

5

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 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 Final Maturity Date, as
specified in the applicable Final Terms.

Optional Redemption:
The CDs may be redeemed before their Final Redemption
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.

Final Terms:
Each tranche of CDs will be issued on the terms set out in
the terms and conditions of the CDs, as completed by the
relevant Final Terms.

Eurosystem eligibility:
Although the CDs issued are intended to be deposited with
one of the ICSDs as common safekeeper this does not

6

necessarily mean that the CDs will be recognised as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any or all times during their life. Such
recognition will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.

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 11 to 27 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
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 CD" and together, the "Global CDs"). A Global
CD will be exchangeable into definitive CDs only in the
limited circumstances set out in that Global 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 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 as specified in the relevant Final
Terms, 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).

7

Governing Law that applies to the 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.
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
As at the date of this Base Prospectus, the Programme has
been rated by Fitch, Moody's and S&P. 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.
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
113 to 115 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 98 to 100 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 CDs (each,
a "Global CD" and together, the "Global CDs"). A Global
CD will be exchangeable into definitive CDs only in the
limited circumstances set out in that Global 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. In the case of the B CDs, the applicable Final Terms
will state whether the B CDs will include an interest step-

8

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 as specified in the relevant
Final Terms, 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 B The minimum denomination of each B 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). For any B
CDs admitted to trading on the regulated market on
Luxembourg Stock Exchange, the minimum denomination
of each CD will not be less than EUR 100,000 (or the
equivalent in any other currency).
Status of the B CDs
B
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 B CDs, and any non-contractual obligations arising out of
CDs
or in connection with B CDs, will be governed by, and
construed in accordance with, English law.
Listing and Admission to Trading
Application has been made for B 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 B CDs that are
unlisted.
Settlement System
Euroclear and/or Clearstream and/or or any other clearing
system as may be specified in the Final Terms.
Ratings
As at the date of this Base Prospectus, the Programme has
been rated by Fitch, Moody's and S&P. 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.
Issuing and Paying Agent
Deutsche Bank AG, London Branch.
Arranger
Not Applicable.

9

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 B CDs and the distribution of this Base
Prospectus and other information relating to the Issuer and
the B CDs are subject to certain restrictions, details of
which are set out under "Subscription and Sale" on pages
113 to 115 of this Base Prospectus.
Taxation
All payments under B 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 B CD. For a description of the United
Kingdom and United States tax analysis of the CDs, see
"Taxation" on pages 98 to 100 of this Base Prospectus.

10

Document Outline

#11">1. Risks related to the lack of security or collateral, deposit protection or any parent company or group guarantee or support
#11">The CDs are not eligible for deposit protection under the FSCS
#11">Banks, insurance companies and other financial institutions in the UK are subject to the Financial Services Compensation Scheme (the "FSCS"), which operates when an authorised firm is unable or is likely to be unable to meet claims made against it bec...
#11">2. Risks related to economic, market and political condition
#12">3. Legal and regulatory risks
#14">4. Risks related to the Issuer's business activities and industry
#18">5. Internal operational control risks
#22">1. Risks related to the value and liquidity of the CDs
#24">2. Risks related to certain product terms or features
#92">FORM OF FINAL TERMS … B CDs
#101">1. Goldman Sachs International Bank (the "Issuer") certifies that a sum has been deposited with it upon terms that on the Maturity Date as set out in the final terms attached hereto (the "Final Terms"), or such earlier date or dates as the same may be...
#101">2. All such payments shall be made in accordance with an issue and paying agency agreement dated on or around 9 March 2020 (as amended and restated or supplemented from time to time) between the Issuer and Deutsche Bank AG, London Branch as issue and ...
#101">3. If the Final Terms specify that the new global form is applicable, the Nominal Amount of CDs represented by this Global A CD shall be the aggregate amount from time to time entered in the records of each of Euroclear Bank S.A./N.V., Clearstream Ban...
#102">4. If the Final Terms specify that the new global form is not applicable, the Nominal Amount of the A CDs shall be the amount stated as the Nominal Amount in the Final Terms.
#102">5. If the attached Final Terms specify that the A CDs represented by this Global A CD are Extendible A CDs, the Maturity Date will be extended at the option of the Issuer as specified in the Final Terms unless a holder exercises its option not to exte...
#102">6. Subject to paragraph 7 below, payments in respect of this Global A CD by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for...
- #102">(a) by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Global A CD; or
- #102">(b) more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been...
#102">7. Any amounts to be paid on this A CD will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the US Internal Revenue Code (the "Code"), any current or future regulations or official interpretati...
#102">8. The A CDs may be redeemed at the option of the Issuer in whole or in part at any time on or after the redemption commencement date if specified in the Final Terms and, in the event of certain developments involving a change in law (including a chan...
#102">9. The payment obligation of the Issuer represented by this Global A CD constitutes and at all times shall constitute a direct unsecured obligation of the Issuer ranking at least pari passu with all present and future unsecured and unsubordinated inde...
#103">10. This Global A CD is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off or counterclaim...
#103">11. This Global A CD is issued in respect of an issue of A CDs of the Issuer and is exchangeable in whole (but not in part only) for duly executed and authenticated bearer A CDs in definitive form (whether before, on or, subject as provided below, aft...
#103">12. If the attached Final Terms indicate that this is an interest bearing Global A CD, then upon each payment of interest (if any) prior to the Maturity Date in respect of this Global A CD:
- #103">(a) if the Final Terms indicate that the new global form is applicable, details of such payment shall be entered pro rata in the records of the Relevant Clearing Systems; or
- #103">(b) if the Final Terms indicate that the new global form is not applicable, Schedule 1 hereto shall be duly completed by the Paying Agent to reflect such payment;
#103">13. On any payment of interest being made in respect of, or purchase and cancellation of, any of the A CDs represented by this Global A CD, the Issuer shall procure that:
- #103">(a) if the Final Terms indicate that the new global form is applicable, details of such payment or purchase and cancellation (as the case may be) shall be entered in the records of each Relevant Clearing System and, upon any such entry being made in t...
- #103">(b) if the Final Terms indicate that the new global form is not applicable, details of such payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule 2 hereto (such entry being prima facie evi...
#103">14. This Global A CD shall not be validly issued unless manually authenticated by Deutsche Bank AG, London Branch as Agent, and if the Final Terms indicate that the new global form is applicable and that this Global A CD is intended to be held in a ma...
#103">15. This Global A CD and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
#103">16. The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Global A CD (including a dispute regarding the existence, validity or termination of this Global A CD). The parties to this Global A CD ...
#104">17. No person shall have any right to enforce any provision of this Global A CD under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any person which exists or is available apart from that Act.
#107">1. Goldman Sachs International Bank (the "Issuer") certifies that a sum has been deposited with it upon terms that on the Maturity Date as set out in the final terms attached hereto (the "Final Terms"), or such earlier date or dates as the same may be...
#107">2. All such payments shall be made in accordance with an issue and paying agency agreement dated on or around 9 March 2020 (as amended and restated or supplemented from time to time) between the Issuer and Deutsche Bank AG, London Branch as issue and ...
#107">3. If the Final Terms specify that the new global form is applicable, the Nominal Amount of B CDs represented by this Global B CD shall be the aggregate amount from time to time entered in the records of each of Euroclear Bank S.A./N.V., Clearstream B...
#108">4. If the Final Terms specify that the new global form is not applicable, the Nominal Amount of the B CDs shall be the amount stated as the Nominal Amount in the Final Terms.
#108">5. If the attached Final Terms specify that the B CDs represented by this Global B CD are Extendible B CDs, the Maturity Date will be extended at the option of the Issuer as specified in the Final Terms unless a holder exercises its option not to exte...
#108">6. Subject to paragraph 7 below, payments in respect of this Global B CD by or on behalf of the Issuer shall be made without set-off, counterclaim, fees, liabilities or similar deductions and free and clear of, and without deduction or withholding for...
- #108">(a) by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Global B CD; or
- #108">(b) more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been...
#108">7. Any amounts to be paid on this B CD will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the US Internal Revenue Code (the "Code"), any current or future regulations or official interpretati...
#108">8. The B CDs may be redeemed at the option of the Issuer in whole or in part at any time on or after the redemption commencement date if specified in the Final Terms and, in the event of certain developments involving a change in law (including a chan...
#108">9. The payment obligation of the Issuer represented by this Global B CD constitutes and at all times shall constitute a direct unsecured obligation of the Issuer ranking at least pari passu with all present and future unsecured and unsubordinated inde...
#109">10. This Global B CD is negotiable and, accordingly, title hereto shall pass by delivery and the bearer shall be treated as being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off or counterclaim...
#109">11. This Global B CD is issued in respect of an issue of B CDs of the Issuer and is exchangeable in whole (but not in part only) for duly executed and authenticated bearer B CDs in definitive form (whether before, on or, subject as provided below, aft...
#109">12. If the attached Final Terms indicate that this is an interest bearing Global B CD, then upon each payment of interest (if any) prior to the Maturity Date in respect of this Global B CD:
- #109">(a) if the Final Terms indicate that the new global form is applicable, details of such payment shall be entered pro rata in the records of the Relevant Clearing Systems; or
- #109">(b) if the Final Terms indicate that the new global form is not applicable, Schedule 1 hereto shall be duly completed by the Paying Agent to reflect such payment;
#109">13. On any payment of interest being made in respect of, or purchase and cancellation of, any of the B CDs represented by this Global B CD, the Issuer shall procure that:
- #109">(a) if the Final Terms indicate that the new global form is applicable, details of such payment or purchase and cancellation (as the case may be) shall be entered in the records of each Relevant Clearing System and, upon any such entry being made in t...
- #109">(b) if the Final Terms indicate that the new global form is not applicable, details of such payment or purchase and cancellation (as the case may be) shall be entered by or on behalf of the Issuer in Schedule 2 hereto (such entry being prima facie evi...
#109">14. This Global B CD shall not be validly issued unless manually authenticated by Deutsche Bank AG, London Branch as Agent, and if the Final Terms indicate that the new global form is applicable and that this Global B CD is intended to be held in a ma...
#109">15. This Global B CD and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
#109">16. The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Global B CD (including a dispute regarding the existence, validity or termination of this Global B CD). The parties to this Global B CD ...
#110">17. No person shall have any right to enforce any provision of this Global B CD under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any person which exists or is available apart from that Act.
- #113">(a) the expression retail investor means a person who is one (or more) of the following:
  - #113">(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"); or
  - #113">(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, 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
  - #113">(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation"); and
- #113">(b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the CDs to be offered so as to enable an investor to decide to purchase or subscribe for the CDs.
- #114">(a) in relation to any CDs which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (i...
- #114">(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection wi...
- #114">(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such CDs in, from or otherwise involving the United Kingdom.
- #114">(d) the expression "Private Client" means a person who is not one (or more) of the following:
  - #114">(i) a professional client as defined in article 4 para. 3 FinSA (not having opted-in on the basis of article 5 para. 5 FinSA) or article 5 para. 1 FinSA; or
  - #114">(ii) an institutional client as defined in article 4 para. 4 FinSA; or
  - #114">(iii) a private client according to article 58 para. 2 FinSA.
- #114">(e) the expression "offer" refers to the interpretation of such expression in article 58 FinSA.
- #116">(a) the Articles of Association and other relevant constitutional documents of the Issuer at https://beta.companieshouse.gov.uk/company/01122503;
- #116">(b) the audited financial statements of the Issuer for the period ended 30 November 2018 and for the year ended on 31 December 2017 and 31 December 2016, together with the notes thereto and the auditors' report thereof at the following links respectiv...
- #116">(c) the unaudited, non-consolidated financial statement of the Issuer for the six months ended 31 May 2019 at https://www.goldmansachs.com/investor-relations/financials/current/subsidiary-financial-info/gsib/gsib-05-31-2019-financial-statements.pdf;
- #116">(d) the Base Prospectus and any supplements thereto at www.bourse.lu;
- #116">(e) any Final Terms relating to the CDs which are listed on any stock exchange at www.bourse.lu; and
- #116">(f) all other reports, letters and other documents, valuations and statements prepared by any expert at the Issuers request any part of which is included or referred to in this Base Prospectus at https://www.goldmansachs.com/investor-relations/index....