Bond GOLDMAN SACHS GLOBAL 3% ( XS1241085353 ) in EUR

GOLDMAN SACHS GLOBAL

100 % ▲

United Kingdom

XS1241085353 ( in EUR )

3% per year ( payment 1 time a year)

26/11/2027

Prospectus brochure of the bond Goldman Sachs International XS1241085353 en EUR 3%, maturity 26/11/2027

1 000 EUR

50 000 000 EUR

26/11/2025 ( In 31 days )

The Bond issued by GOLDMAN SACHS GLOBAL ( United Kingdom ) , in EUR, with the ISIN code XS1241085353, pays a coupon of 3% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/11/2027

.
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
as Issuer and as Guarantor in respect of Securities issued by
Goldman, Sachs & Co. Wertpapier GmbH
Securities issued by Goldman Sachs International hereunder are
not guaranteed by any other entity
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
Securities issued by Goldman, Sachs & Co. Wertpapier GmbH hereunder are guaranteed by
Goldman Sachs International (subject as described below)
SERIES K PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
This Base Prospectus
This document is a base prospectus (the "Base Prospectus") prepared for the purposes of Article 5.4 of
Directive 2003/71/EC (as amended or superseded) (the "Prospectus Directive"). It is valid for one
year and may be supplemented from time to time under the terms of the Prospectus Directive. It should
be read together with any supplements to it, any documents incorporated by reference within it, and the
Final Terms in relation to any particular issue of Securities.
The Issuers, the Guarantor and the Programme
Goldman Sachs International ("GSI") and Goldman, Sachs & Co. Wertpapier GmbH ("GSW", and
together with GSI, the "Issuers" and each an "Issuer") may from time to time issue Securities (as
described below) under the Series K programme (the "Programme") described in this Base Prospectus
upon the terms and conditions of the Securities described herein as completed, in the case of each issue
of Securities, by final terms (the "Final Terms"). The payment obligations and (subject to the next
sentence) delivery obligations of GSW in respect of the Securities are guaranteed by GSI (GSI in its
capacity as guarantor, the "Guarantor"). The Guarantor is only obliged to pay a cash amount (the
"Physical Settlement Disruption Amount") instead of delivering the Deliverable Assets if GSW fails
to satisfy its delivery obligations under the Securities.
Statements in relation to prospects and financial or trading position
In this Base Prospectus, where GSI and GSW 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 and
GSW, respectively, references in these statements to the "prospects" and "financial or trading position"
of GSI and GSW are specifically to their respective ability to meet their full payment obligations under
the Securities (in the case of the Issuers) or Guarantees (in the case of the Guarantor) in a timely
manner. Such statements are made, for example, in Elements B.12 and B.19 (B.12) of the "Summary".
Material information about GSI's and GSW's respective financial condition and prospects is included in
GSI's and GSW's annual and interim reports, which are incorporated by reference into this Base
Prospectus.
The Securities
Securities issued under the Programme may be in the form of warrants (the "Warrants"), certificates
(the "Certificates" and together with the Warrants, the "Instruments") or notes (the "Notes" and
together with the Instruments, the "Securities").

Securities will give the holder certain rights against the relevant Issuer, including the right to receive
one or more cash amounts or delivery of a specified asset or assets, against payment of a specified sum.
These rights will be set forth in the terms and conditions (the "Terms and Conditions" or the
"Conditions") of the Securities, which shall comprise:

the "General Instrument Conditions" (in the case of Instruments), commencing on page 131 of
this Base Prospectus, or the "General Note Conditions" (in the case of Notes), commencing on
page 186 of this Base Prospectus, (and, in the case of "South African Notes", the "Additional
South African Notes Conditions", commencing on page 451 of this Base Prospectus);

where the Securities are linked to one or more Underlying Assets, the terms and conditions
relating to such Underlying Asset(s) set out in the "Underlying Asset Conditions",
commencing on page 293 of this Base Prospectus, which are specified to be applicable in the
relevant Final Terms;

the "coupon" terms (if any) of the Securities set out in the "Coupon Payout Conditions",
commencing on page 235 of this Base Prospectus, which are specified to be applicable in the
relevant Final Terms;

the "autocall" terms (if any) of the Securities (other than EIS Notes) set out in the "Autocall
Payout Conditions", commencing on page 250 of this Base Prospectus, which are specified to
be applicable in the relevant Final Terms;

the "payout" terms of the Securities (other than EIS Notes) set out in the "Payout Conditions",
commencing on page 254 of this Base Prospectus, or the "EIS Note Payout Conditions" in the
case of EIS Notes, commencing on page 290 of this Base Prospectus, which are specified to
be applicable in the relevant Final Terms; and

the issue specific details of the particular issue of Securities as set out in a separate "Final
Terms" document.
The Final Terms
A "Final Terms" document shall be prepared in respect of each issue of Securities. In addition to
specifying the form of the Security (be it a Warrant, Certificate or Note), and which of the Coupon
Payout Conditions (if any), Autocall Payout Conditions (if any), Payout Conditions and Underlying
Asset Conditions (if any) apply to the Securities, the Final Terms will include other important
information in relation to the particular issue of Securities such as, for example, payment and maturity
dates, amounts, rates and (if applicable) the Underlying Asset(s) on which the return on the Securities
will be dependent.
Types of Underlying Assets
The amount payable or deliverable under some, but not all, of the Securities issued under this Base
Prospectus may depend on the performance (which can be measured in different ways) of one or more
underlying reference assets ("Underlying Assets"), including:

a share (including a depositary receipt and an exchange traded fund);

an index, a futures, options or other derivatives contract on an equities index;

a commodity;

a commodity index;

a foreign exchange rate;

an inflation index or other consumer price index;

an interest rate;

baskets of the above; and

a preference share issued by Goldman Sachs (Cayman) Limited
Securities will not be linked to an index that is composed by the relevant Issuer or by any legal entity
belonging to the same group.
ii

Risk Factors
Before purchasing Securities, you should carefully consider the information in this Base Prospectus, in
particular, the section "Risk Factors" commencing on page 54 of this Base Prospectus.
Commonly Asked Questions and Index of Defined Terms
A list of commonly asked questions and replies is set out in the section "Commonly Asked Questions
about the Programme" commencing on page 119 of this Base Prospectus.
A list of all of the defined terms used in this Base Prospectus is set out in the section "Index of Defined
Terms" commencing on page 751 of this Base Prospectus.
The date of this Base Prospectus is 14 November 2018
iii

IMPORTANT NOTICES
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 (where GSW is the Issuer) the Guarantor fail or go
bankrupt, you will lose some or all of your investment.
Neither the Securities nor the Guarantees 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 or any other
government or governmental or private agency or deposit protection scheme in any jurisdiction.
Nature of the Guarantees: The payment obligations and (subject to the next sentence) delivery
obligations of GSW in respect of the Securities are guaranteed by GSI pursuant to, as applicable, (i) a
guarantee governed by English law in respect of Securities other than EIS Notes dated 14 November
2018 (the "English law Guarantee") or (ii) a guarantee governed by the laws of the State of New York
in respect of EIS Notes dated 29 May 2018 (the "New York law Guarantee" and, together with the
English law Guarantee, the "Guarantees"). GSI is only obliged to pay a cash amount (the "Physical
Settlement Disruption Amount") instead of delivering the Deliverable Assets if GSW 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, in respect of Securities issued
by GSW, the credit risk of GSI, as Guarantor. This is also the case for Securities not linked to any
Underlying Asset. The Securities and the Guarantees are our unsecured obligations. 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, in respect of
Securities issued by GSW, investors are dependent on the ability of GSI, 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.
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.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Securities include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Securities are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). 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 ("MiFID II"); (ii) a
customer within the meaning of Directive 2002/92/EC ("IMD"), 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 Directive. Consequently no key information document required
by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Securities or
otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
iv

Notwithstanding the above paragraph, in the case where the Final Terms in respect of any Securities
include 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.
Important U.S. Legal Notices: None of the Securities, the Guarantees 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
Guarantees 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 Final Terms relating to an Instrument
(but not a Note) may provide for an offer and sale of the whole or a portion of a Series of Instruments
issued by GSI (but not any other Issuer) 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 Final Terms relating to an Instrument
expressly provide otherwise in connection with an offering of the Instrument that may be resold
pursuant to Rule 144A under the Securities Act. Hedging transactions involving an Instrument may not
be concluded other than in compliance with the Securities Act or the Commodity Exchange Act, as
applicable.
Securities 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 Final Terms, 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.
The Securities have not been approved or disapproved by the 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 Base Prospectus. Any
representation to the contrary is a criminal offence in the United States.
Post-issuance Reporting: Neither the Issuers nor the Guarantor intend to provide any post-issuance
information or have authorised the making or provision of any representation or information regarding
the Issuers, the Guarantor or the Securities other than as contained or incorporated by reference in this
Base Prospectus, in any other document prepared in connection with the Programme or any Final
Terms or as expressly approved for such purpose by the Issuers or the Guarantor. Any such
representation or information should not be relied upon as having been authorised by the Issuers or the
Guarantor. Neither the delivery of this Base Prospectus nor the delivery of any Final Terms shall, in
any circumstances, create any implication that there has been no adverse change in the financial
situation of the Issuers or the Guarantor since the date hereof or, as the case may be, the date upon
which this Base Prospectus has been most recently supplemented.
v

Restrictions and distribution and use of this Base Prospectus and Final Terms
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms comes are required by the Issuers and the Guarantor to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on
offers, sales and deliveries of Securities and the distribution of this Base Prospectus, any Final Terms
and other offering material relating to the Securities, see "Selling Restrictions" below.
Neither this Base Prospectus nor any Final Terms may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such offer or solicitation, and no action has been taken or will
be taken to permit an offering of the Securities or the distribution of this Base Prospectus in any
jurisdiction where any such action is required.
Benchmarks Regulation: Amounts payable under the Securities or assets deliverable under the
Securities may be calculated or otherwise determined by reference to an index or a combination of
indices. Any such index may constitute a benchmark for the purposes of the Benchmarks Regulation
(Regulation (EU) 2016/1011) (the "Benchmarks Regulation"). If any such index 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 index 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. As at the date of this Base Prospectus: (i) ICE Benchmark
Administration Limited (the administrator of LIBOR) is included in the register of administrators and
benchmarks; and (ii) the European Money Markets Institute (the administrator of EURIBOR) is not
included in such register and, as far as the Issuers are aware, the transitional provisions in Article 51 of
the Benchmarks Regulation apply, such that such administrator is not currently required to obtain
authorisation or registration. The registration status of any administrator under the Benchmarks
Regulation is a matter of public record and, save where required by applicable law, the relevant Issuer
does not intend to update the applicable Final Terms to reflect any change in the registration status of
the administrator.
Stabilisation: In connection with the issue of any Tranche of Notes, the person or persons (if any)
acting as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any
Stabilising Manager(s)) 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.
Certain defined terms: In this Base Prospectus, references to:

"U.S.$", "$", "U.S. dollars", "dollars", "USD" and "cents" are to the lawful currency of the
United States of America;

"", "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);

"£" and "STG" are to Sterling, the lawful currency of the United Kingdom;

"BRL" are to Brazilian Real, the lawful currency of the Federative Republic of Brazil
(including any lawful successor to the BRL);
vi

"CNY" are to Chinese Renminbi, the lawful currency of the People's Republic of China
(including any lawful successor to the CNY); and

"ZAR" are to South African Rand, the lawful currency of South Africa (including any lawful
successor to the ZAR).
Any other currency referred to in any Final Terms will have the meaning specified in the relevant Final
Terms.
An Index of Defined Terms is set out on pages 751 to 762 of this Base Prospectus.
vii

TABLE OF CONTENTS
Page
SUMMARY .............................................................................................................................................. 1
RISK FACTORS......................................................................................................................................54
DOCUMENTS INCORPORATED BY REFERENCE .........................................................................109
GENERAL DESCRIPTION OF THE PROGRAMME .........................................................................116
COMMONLY ASKED QUESTIONS ABOUT THE PROGRAMME.................................................119
TERMS AND CONDITIONS OF THE SECURITIES .........................................................................131
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................131
GENERAL TERMS AND CONDITIONS OF THE NOTES ...............................................................186
COUPON PAYOUT CONDITIONS.....................................................................................................235
AUTOCALL PAYOUT CONDITIONS................................................................................................250
PAYOUT CONDITIONS ......................................................................................................................254
EIS NOTE PAYOUT CONDITIONS....................................................................................................290
UNDERLYING ASSET CONDITIONS ...............................................................................................293
INTRODUCTION TO THE SHARE LINKED CONDITIONS............................................................293
SHARE LINKED CONDITIONS .........................................................................................................300
INTRODUCTION TO THE INDEX LINKED CONDITIONS ............................................................327
INDEX-LINKED DERIVATIVES CONTRACTS ON INDICES........................................................334
INDEX LINKED CONDITIONS ..........................................................................................................335
INTRODUCTION TO THE COMMODITY LINKED CONDITIONS................................................366
COMMODITY LINKED CONDITIONS..............................................................................................372
INTRODUCTION TO THE FX LINKED CONDITIONS ...................................................................408
FX LINKED CONDITIONS .................................................................................................................411
INTRODUCTION TO THE INFLATION LINKED CONDITIONS ...................................................429
INFLATION LINKED CONDITIONS .................................................................................................431
INTRODUCTION TO THE MULTI-ASSET BASKET LINKED CONDITIONS ..............................436
MULTI-ASSET BASKET LINKED CONDITIONS ............................................................................440
ADDITIONAL SOUTH AFRICAN NOTE CONDITIONS .................................................................451
FORM OF FINAL TERMS (INSTRUMENTS)....................................................................................468
FORM OF FINAL TERMS (NOTES)...................................................................................................553
FORMS OF GUARANTEE...................................................................................................................636
EIS NOTE DESCRIPTION ...................................................................................................................642
FORMS OF THE NOTES......................................................................................................................653
BOOK-ENTRY CLEARING SYSTEMS..............................................................................................655
USE OF PROCEEDS.............................................................................................................................658
GOLDMAN SACHS INTERNATIONAL ............................................................................................659
GOLDMAN, SACHS & CO. WERTPAPIER GMBH ..........................................................................662
TAXATION ...........................................................................................................................................665
SELLING RESTRICTIONS ..................................................................................................................715
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS ..................................................740
IMPORTANT LEGAL INFORMATION..............................................................................................741
GENERAL INFORMATION ................................................................................................................748
INDEX OF DEFINED TERMS.............................................................................................................751
viii

Summary
SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).

This summary contains all the Elements required to be included in a summary for these types
of securities and Issuer. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is included in the summary with the
mention of "not applicable".
SECTION A INTRODUCTION AND WARNINGS
A.1
Introduction
This summary should be read as an introduction to the Base Prospectus. Any
and warnings
decision to invest in the Securities should be based on consideration of the
Base Prospectus as a whole by the investor. Where a claim relating to the
information contained in the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the Member States,
have to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those persons who
have tabled the summary including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read together with
the other parts of the Base Prospectus or it does not provide, when read
together with the other parts of the Base Prospectus, key information in order
to aid investors when considering whether to invest in such Securities.
A.2
Consents
[Subject to the conditions set out below, in connection with a Non-exempt
Offer (as defined below) of Securities, the Issuer [and the Guarantor]
consent[s] to the use of the Base Prospectus by [the] [each] [Dealer]
[Manager] [and by]:
(1)
[[], [] [and] [] [(the "Initial Authorised Offeror[s]")];]
(2)
[if the Issuer appoints additional financial intermediaries after the
date of the Final Terms dated [] and publishes details in relation to
them on its website (www.[].com), each financial intermediary
whose details are so published,
in the case of (1) or (2) above,] [for as long as such financial
intermediar[ies][y] [are/is] authorised to make such offers under the Markets
in Financial Instruments Directive (Directive 2014/65/EU);]
([each an/the] "Authorised Offeror" [and together the "Authorised
Offerors"]).
The consent of the Issuer [and the Guarantor] is subject to the following
conditions:
(i)
the consent is only valid during the period from ([and including /
but excluding]) [] to ([and including / but excluding]) [] (the
"Offer Period");
(ii)
the consent only extends to the use of the Base Prospectus to make
Non-exempt Offers (as defined below) of the tranche of Securities
in [the] [Kingdom of] [Republic of] [Grand Duchy of Luxembourg /
Austria / Belgium / Croatia / Czech Republic / Finland / France /
Germany / Hungary / Ireland / Italy / Netherlands / Norway / Poland
/ Portugal / Romania / Spain / Sweden / United Kingdom]; [and]
1

Summary
[(iii)
the consent is subject to the further following conditions: [].]
A "Non-exempt Offer" of Securities is an offer of Securities that is not
within an exemption from the requirement to publish a prospectus under
Directive 2003/71/EC, as amended or superseded.
[Any person (an "Investor") intending to acquire or acquiring any
Securities from an Authorised Offeror will do so, and offers and sales of
Securities to an Investor by an Authorised Offeror will be made, in
accordance with any terms and other arrangements in place between
such Authorised Offeror and such Investor including as to price,
allocations and settlement arrangements. The Issuer will not be a party
to any such arrangements with Investors in connection with the offer or
sale of the Securities and, accordingly, the Base Prospectus and the Final
Terms will not contain such information and an Investor must obtain
such information from the Authorised Offeror. Information in relation
to an offer to the public will be made available at the time such sub-offer
is made, and such information will also be provided by the relevant
Authorised Offeror at the time of such offer.]
[Securities may be purchased from any market intermediary approved
and admitted to trading on the SeDeX by Borsa Italiana (each, an
"Authorised Intermediary"), and purchase and settlement of the
Securities shall be in accordance with the usual rules of the SeDeX. Any
person (an "Investor") intending to acquire or acquiring any Securities
from an Authorised Intermediary will do so, and offers and sales of
Securities to an Investor by an Authorised Intermediary will be made, in
accordance with any terms and other arrangements in place between
such Authorised Intermediary and such Investor including as to price,
allocations and settlement arrangements. The Issuer will not be a party
to any such arrangements with Investors in connection with the offer or
sale of the Securities and, accordingly, the Base Prospectus and the Final
Terms will not contain such information and an Investor must obtain
such information from the Authorised Intermediary.]
[Not applicable; no consent is given for the use of the Base Prospectus for
subsequent resales of the Securities.]
SECTION B ISSUERS AND GUARANTOR (IF APPLICABLE)
B.1
Legal and
[Goldman Sachs International ("GSI" or the "Issuer").]
commercial
name of the
[Goldman, Sachs & Co. Wertpapier GmbH ("GSW" or the "Issuer").]
Issuer
B.2
Domicile,
[GSI is a private unlimited liability company incorporated in England and
legal form,
Wales. GSI mainly operates under English law. The registered office of
legislation
GSI is Peterborough Court, 133 Fleet Street, London EC4A 2BB,
and country
England.]
of
incorporation [GSW is a company with limited liability (Gesellschaft mit beschränkter
of the Issuer
Haftung) incorporated in the Federal Republic of Germany and mainly
operates under the laws of the Federal Republic of Germany. The
registered office of GSW is MesseTurm, Friedrich-Ebert-Anlage 49, 60308
Frankfurt am Main, Germany.]
B.4b
Known
[GSI's prospects will be affected, potentially adversely, by developments in
trends with
global, regional and national economies, including in the United Kingdom,
respect to the
movements and activity levels, in financial, commodities, currency and
Issuer
other markets, interest rate movements, political and military developments
throughout the world, client activity levels and legal and regulatory
2