Obbligazione Goldman & Sachs 3.95% ( XS1610663624 ) in RON

Goldman & Sachs

100 RON ⇌

Stati Uniti

XS1610663624 ( in RON )

3.95% per anno ( pagato 1 volta l'anno)

29/05/2020 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Goldman Sachs XS1610663624 in RON 3.95%, scaduta

100 000 RON

523 000 000 RON

Goldman Sachs è una banca d'investimento multinazionale americana che offre servizi di investimento bancario, gestione patrimoniale e trading a clienti istituzionali e privati.

The Obbligazione issued by Goldman & Sachs ( United States ) , in RON, with the ISIN code XS1610663624, pays a coupon of 3.95% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 29/05/2020

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The notes 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 (the "Insurance Mediation 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 Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation. Notwithstanding the foregoing, if the Issuer subsequently prepares and publishes a key
information document under the PRIIPs Regulation in respect of the notes, then the prohibition on the offering,
sale or otherwise making available of the notes to retail investors as described above shall no longer apply.

Final Terms No. 775 to the Base Prospectus dated April 16, 2019, as supplemented
The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series F

RON 25,000,000 Fixed Rate Notes due May 2020 (to be consolidated with and form a single tranche with the issue of
498,000,000 Fixed Rate Notes due May 2020)

Contractual Terms:
________________
Terms used herein shall be deemed to be defined as such for the purposes of the General Note Conditions set forth
in the Base Prospectus dated April 16, 2019, as it may be supplemented (the "Base Prospectus"), which is a base
prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the notes
described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such
Base Prospectus. Full information on the Issuer and the offer of the notes is only available on the basis of the
combination of these Final Terms and the Base Prospectus.
The Base Prospectus is available for viewing at www.bourse.lu and during normal business hours at the registered
office of the Issuer, and copies may be obtained from the specified office of the Paying Agent in Luxembourg. These
Final Terms are available for viewing at www.bourse.lu.
A summary of the notes (which comprises the summary in the Base Prospectus as amended to reflect the provisions
of these Final Terms) is attached to these Final Terms.

Tranche Number
F-775
Face Amount
RON 523,000,000
(Aggregate Notional Amount)
Denomination
RON 100,000 and increments of RON 100,000 in excess thereof
Minimum Investment
RON 100,000 and increments of RON 100,000 in excess thereof
Type of Note
Fixed Rate Series F note
Specified Currency
Romanian leu ("RON"), the lawful currency of Romania
Trade Date
May 17, 2019, May 20, 2019, May 21, 2019 and May 22, 2019 (with respect to
RON 498,000,000) (the "Original Notes") and June 7, 2019 (with respect to RON
25,000,000) (the "New Notes," and, collectively with the Original Notes, the
"Notes")
S-1

LONDON:611780.4

Original Issue Date
May 28, 2019 (with respect to the Original Notes) and June 14, 2019 (with respect
to the New Notes)
ISIN Code
XS1610663624
Common Code
161066362
Valoren Number
47840078
Stated Maturity Date
May 29, 2020
Original Issue Price
100 per cent. of the Face Amount (with respect to the Original Notes) and 100.36
per cent. of the Face Amount (with respect to the New Notes), which includes
accrued interest on the New Notes from the Interest Commencement Date
Net Proceeds to Issuer
100 per cent. of the Face Amount (with respect to the Original Notes) and 100.36
per cent. of the Face Amount (with respect to the New Notes)
Original Issue Discount
Not applicable
Amount Payable at Maturity
100% of the Face Amount outstanding on the Stated Maturity Date
(Final Redemption Amount)
Indexed (Participation) Notes: Not applicable
Yield to Maturity
3.95% per annum for the Original Notes and 3.748148% for the New Notes
Interest Rate Note Provisions
Applicable
For all the Interest Payment Dates
Fixed Rate: Applicable
See "General Note Conditions -- Interest Rates -- Fixed Rate Notes"
Interest Rate: 3.95% per annum
Interest Payment Dates: The Stated Maturity Date, subject to the Business
Day Convention
Day Count Fraction: Act/Act (ICMA)

Non-Scheduled Early
Par Plus Accrued
Repayment Amount
Interest Commencement Date
May 28, 2019
Interest Payment Date
The Stated Maturity Date, subject to the Business Day Convention
Interest Period
The period from and including the Interest Commencement Date to but excluding
the originally scheduled Stated Maturity Date
Calculation Basis
Per Denomination
Regular Record Dates
1 Business Day
Additional Redemption Rights Not applicable
at the Option of the Issuer
Repurchase at the Holder's
Not applicable
Option
Redemption Upon Change in
Applicable
Law
Tax gross-up for eligible
Not Applicable
holders; and Call in the Case
of Tax Law Changes
Business Days
Euro, Bucharest and New York
Business Day Convention
Following, Unadjusted
Final BDC Procedure
Not applicable
S-2

LONDON:611780.4

Intended to be held in a
No. Whilst the designation is specified as "no" at the date of these Final Terms,
manner which would allow
should the Eurosystem eligibility criteria be amended in the future such that the
Eurosystem eligibility
Notes are capable of meeting them the Notes may then be deposited with one of
the ICSDs as common safekeeper, and registered in the name of a nominee of
one of the ICSDs acting as common safekeeper. Note that this does not
necessarily mean that the Notes will then be recognised as eligible col ateral for
Eurosystem monetary policy and intra day credit operations by the Eurosystem at
any time during their life. Such recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have been met.
Form of Notes
Registered global notes only, registered in the name of a nominee of a common
depositary or safekeeper for Euroclear and Clearstream, Luxembourg
Any Clearing System(s) other
Not Applicable
than Euroclear Bank S.A./N.V.
and Clearstream Banking,
société anonyme and the
relevant identification
number(s):
Calculation Agent
Goldman Sachs International
Listing and Admission to
Application will be made to the Luxembourg Stock Exchange for the New Notes to
Trading
be admitted to trading on the Luxembourg Stock Exchange's regulated market
and to be listed on the Official List of the Luxembourg Stock Exchange with effect
from June 14, 2019. The Original Notes were listed with effect from May 28, 2019;
see "Listing and General Information" in the Base Prospectus
Section 871(m)
The Issuer has determined that the notes will not be subject to withholding under
Section 871(m) of the U.S. Internal Revenue Code

Final Terms, dated June 13, 2019

The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The notes may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act).
These Final Terms are not for use in, and may not be delivered to or inside, the United States.
S-3

LONDON:611780.4

TERMS AND CONDITIONS OF THE OFFER
Offer Period: Not Applicable
Process for notification to applicants of the
amount allotted and the indication whether
Offer Price: Not Applicable
dealing may begin before notification is
Conditions to which the offer is subject: Not
made: Not Applicable
Applicable
Amount of any expenses and taxes
Description of the application process: Not
specifically charged to the subscriber or
Applicable
purchaser: Not Applicable
Description
of
possibility
to
reduce
Name(s) and address(es), to the extent
subscriptions and manner for refunding
known to the Issuer, of the placers in the
excess amount paid by applicants: Not
various countries where the offer takes
Applicable
place: Not Applicable
Details of the minimum and/or maximum
Name(s) and address(es) of any paying
amount of application: Not Applicable
agents and depository agents in each
country: The Bank of New York Mel on, 30
Details of the method and time limits for
Cannon Street, London EC4M 6XH, UK; Banque
paying up and delivering the notes: The notes
Internationale à Luxembourg, 69 route d'Esch,
will be issued on the Issue Date against
L-2953, Luxembourg
payment to the Issuer of the net subscription
moneys.
Consent to use the Base Prospectus
Manner in and date on which results of the
Identity of financial intermediary(ies) that are
offer are to be made public: Not Applicable
allowed to use the Base Prospectus: None
Procedure for exercise of any right of
Offer period during which subsequent resale
preemption, negotiability of subscription
or final placement of notes by financial
rights and treatment of subscription rights
intermediaries can be made: None
not exercised: Not Applicable
Conditions attached to the consent: None
Whether tranche(s) have been reserved for
certain countries: Not Applicable

S-4

LONDON:611780.4

DISTRIBUTION
Method of distribution:
Non-syndicated

Name and address of
Goldman Sachs International
Dealer:
Peterborough Court
133 Fleet Street
London
EC4A 2BB
United Kingdom ("GSI")

Non-exempt Offer:
Not applicable
Reasons for the offer
Not applicable
Name(s) and address(es) of The Bank of New York Mellon
any paying agents and 30 Cannon Street
depository agents in each EC4M 6XH
country:
London
UK
Banque Internationale à Luxembourg
69 route d'Esch
L-2953
Luxembourg
Prohibition of Sales to EEA
Applicable
Retail Investors:
S-5

LONDON:611780.4

ISSUE-SPECIFIC SUMMARY OF THE SECURITIES

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 relating to the
notes and the 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 into the summary because of the type of security 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 and marked as `not applicable'.
Section A--Introduction and warnings
Element Disclosure requirement
Disclosure
A.1
Warning
This summary should be read as an introduction to the Base Prospectus.
Any decision to invest in the notes should be based on a consideration of
the Base Prospectus as a whole, including any documents incorporated by
reference. 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 of the European Economic Area,
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 the notes.
A.2
Consents
Not applicable; no consent is given for the use of the Base Prospectus for

subsequent resales of the notes.

Section B--Issuer
Elemen Disclosure requirement
Disclosure
t
B.1
Legal and commercial name
The Goldman Sachs Group, Inc. (the "Issuer")

B.2
Domicile,
legal
form, The Goldman Sachs Group, Inc. is a Delaware corporation organized and
legislation and country of existing under the Delaware General Corporation Law. The registered
incorporation
office of the Issuer is 200 West Street, New York, New York 10282, United
States.
B.4b
A description of any known
The Issuer's prospects for the remainder of this financial year will be
trends affecting the issuer and affected, potentially adversely, by developments in global, regional and
the industries in which it
national economies, including in the U.S., movements and activity levels,
operates
in financial, commodities, currency and other markets, interest rate
movements, political and military developments throughout the world,
client activity levels and legal and regulatory developments in the United
States and other countries where the Issuer does business.
B.5
Group description
The Goldman Sachs Group, Inc. is a bank holding company and a financial
holding company regulated by the Board of Governors of the Federal
Reserve System (Federal Reserve Board). The Issuer's U.S. depository
institution subsidiary, Goldman Sachs Bank USA (GS Bank USA), is a
New York State-chartered bank. The Goldman Sachs Group, Inc. is the
parent holding company of the Goldman Sachs Group (the "Group").

As of December 2018, the Group had offices in over 30 countries and 46%
of its headcount was based outside the Americas. The Group's clients are
located worldwide and the Group is an active participant in financial
markets around the world.

The Issuer reports its activities in four business segments: Investment
Banking, Institutional Client Services, Investing & Lending and Investment
S-6

LONDON:611780.4

Section B--Issuer
Elemen Disclosure requirement
Disclosure
t
Management.
B.9
Profit forecast or
Not applicable; the Issuer has not made any profit forecast or estimate in
estimate
the Base Prospectus.
B.10
Audit report
Not applicable; there are no qualifications in the audit report of the Issuer
qualifications
contained in the Base Prospectus.

B.12
Key financial information
Selected historical consolidated financial information relating to The
Goldman Sachs Group, Inc. which summarizes the consolidated financial
position of The Goldman Sachs Group, Inc. as of and for the years ended
31-12-2018 and 31-12-2017 and for the 3 months ended 31-03-2019 and
31-03-2018 and as of 31-03-2019 is set out in the fol owing tables:
For the 3 months ended
Income statement information
For the year ended 31-12-
31-03
2019
2018
(in millions of USD)
2018
2017
(unaudited)
(unaudited)

Total non-interest revenues
32,849
29,798
7,589
9,162
Net revenues, including net interest
36,616
32,730
8,807
10,080
income
Pre-tax earnings
12,481
11,132
2,719
3,419

As of
Balance sheet information
As of 31-12
31-03-2019
(in millions of USD)
2018
2017
(unaudited)
Total assets
931,796
916,776
925,349
Total liabilities
841,611
834,533
835,076
Total shareholders' equity
90,185
82,243
90,273

No material adverse change There has been no material adverse change in the prospects of The
statement
Goldman Sachs Group, Inc. since 31-12-2018.

Significant change statement
Not applicable; there has been no significant change in the financial or
trading position of The Goldman Sachs Group, Inc. subsequent to
31-03-2019.

In the foregoing statements required by Commission Regulation (EC) No. 809/2004 of April 29, 2004 (as
amended) (the "Prospectus Directive Implementing Regulation"), references to the "prospects" and
"financial or trading position" of the Issuer, are specifically to the ability of the Issuer to meet its full payment
obligations under the notes in a timely manner.
B.13
Events impacting the Issuer's
Not Applicable; there have been no recent events particular to the Issuer
Solvency
which are to a material extent relevant to the evaluation of the Issuer's
solvency.
B.14
Dependence upon other
See Element B.5.
Group entities

The Issuer is a holding company and, therefore, depends on dividends,
distributions and other payments from its subsidiaries to fund dividend
payments and to fund al payments on its obligations, including debt
obligations.
S-7

LONDON:611780.4

Section B--Issuer
Elemen Disclosure requirement
Disclosure
t
B.15
Principal activities
The Goldman Sachs Group's activities are conducted in the following
segments:

(1) Investment Banking:

Financial Advisory, which includes strategic advisory assignments
with respect to mergers and acquisitions, divestitures, corporate
defense activities, restructurings and spin-offs, risk management,
and derivative transactions directly related to these client advisory
assignments; and

Underwriting, which includes public offerings and private
placements, including local and cross-border transactions and
acquisition finance, of a wide range of securities, loans and other
financial instruments, and derivative transactions directly related
to these client underwriting activities.

(2) Institutional Client Services:
Fixed Income, Currency and Commodities, which includes client
execution activities related to making markets in both cash and
derivative instruments for interest rate products, credit products,
mortgages, currencies and commodities; and

Equities, which includes client execution activities related to
making markets in equity products and commissions and fees
from executing and clearing institutional client transactions on
major stock, options and futures exchanges worldwide, as well as
over-the-counter transactions. Equities also includes our
securities services business, which provides financing, securities
lending and other prime brokerage services to institutional clients,
including hedge funds, mutual funds, pension funds and
foundations, and generates revenues primarily in the form of
interest rate spreads or fees.

(3) Investing & Lending, which includes the Goldman Sachs Group's
investing activities and the origination of loans, including our lending
activities, to provide financing to clients. These investments, some of
which are consolidated, and loans are typical y longer-term in nature.
The Goldman Sachs Group makes investments, some of which are
consolidated, directly through its Merchant Banking business and
Special Situations Group, and indirectly through funds that it manages,
in debt securities and loans, public and private equity securities,
infrastructure and real estate entities. We also make unsecured loans
through our digital platform.

(4) Investment Management, which provides investment management
services and offers investment products (primarily through separately
managed accounts and commingled vehicles, such as mutual funds
and private investment funds) across all major asset classes to a
diverse set of institutional and individual clients. Investment
Management also offers wealth advisory services, including portfolio
management and financial counseling, and brokerage and other
transaction services to high-net-worth individuals and families.
B.16
Ownership and control of the
Not applicable; the Issuer is a publicly-held company listed on the New
Issuer
York Stock Exchange and not directly or indirectly owned or control ed by
any shareholders or affiliated group of shareholders.
S-8

LONDON:611780.4

Section B--Issuer
Elemen Disclosure requirement
Disclosure
t
B.17
Credit Rating
The following table sets forth the Issuer's unsecured credit ratings as of
16-04-2019. A rating is not a recommendation to buy, sel or hold any of
the notes. Any or all of these ratings are subject to revision or withdrawal
at any time by the assigning rating organization. Each rating should be
evaluated independently of any other rating:

Short-Term
Long-Term
Subordinated
Preferred
Debt
Debt
Debt
Stock
Dominion Bond Rating Service
Limited .........................................................
R-1 (middle)
A (high)
A
BBB (high)
Fitch, Inc. .....................................................
F1
A
A
BB+
Moody's Investors Service ........................... P-2
A3
Baa2
Ba1
Standard & Poor's ....................................... A-2
BBB+
BBB-
BB
Rating and Investment Information,
Inc. ...............................................................
a-1
A
A-
N/A

Section C--Securities
Element Disclosure requirement
Disclosure
C.1
Description of notes/ISIN
The notes are RON 25,000,000 Fixed Rate Notes due May 2020 (the
"New Notes"), to be consolidated with and form a single tranche with the
issue of 498,000,000 Fixed Rate Notes due May 2020 (the "Original
Notes").

The ISIN of the notes is XS1610663624.

The common code of the notes is 161066362.

The valoren number of the notes is 47840078.

C.2
Currency of the securities
The currency of the notes is the Romanian leu ("RON"), the lawful
issue
currency of Romania.
C.5
Restrictions on the free
Not applicable. There are no restrictions on the free transferability of the
transferability of the securities notes. Sales and resales of the notes may be subject to restrictions arising
under the laws of various jurisdictions.
C.8
Rights attached to the notes,
Rights
including ranking and
The notes wil be issued pursuant to a document cal ed a fiscal agency
limitations on those rights
agreement. The fiscal agency agreement is a contract between The
Goldman Sachs Group, Inc. and The Bank of New York Mel on, which acts
as fiscal agent. The fiscal agent performs certain administrative duties for
the Issuer. The fiscal agent does not act as an indenture trustee on your
behalf.

Mergers and Similar Transactions
The Issuer will not merge or consolidate with another corporation or
corporate entity, unless certain conditions are met.

Defeasance and Covenant Defeasance
If there is a change in applicable U.S. federal tax law, the Issuer will be
entitled, in the case of al fixed rate notes payable in U.S. dol ars to release
itself from al obligations under the notes, subject to certain conditions.
Moreover the Issuer will be entitled, in the case of all fixed rate notes
payable in U.S. dollars, to release itself from any restrictive covenants
relating to the notes, subject to similar conditions as those referred to
above.

Adjustment upon Change in Law
If there is a change in applicable law that results in a material increase in
the cost to the Issuer or its affiliates of performing the Issuer's obligations
on the notes and/or maintaining any related hedge positions, the
S-9

LONDON:611780.4

Section C--Securities
Element Disclosure requirement
Disclosure
calculation agent will determine the appropriate adjustment, if any, to be
made to any one or more of the terms of the notes as the calculation agent
determines appropriate to account for the change in law.

Events of Default
The terms of the notes contain the following events of default:

the Issuer does not pay the principal or any premium on any of such
notes within 30 days after the due date;
the Issuer does not pay interest on any of such notes within 30 days
after the due date; and
the Issuer files for bankruptcy or other events of bankruptcy,
insolvency or reorganization relating to The Goldman Sachs Group,
Inc. occur.

Governing Law

The notes will be governed by New York law.

Ranking
The notes will rank pari passu with all other unsecured and
unsubordinated indebtedness of The Goldman Sachs Group, Inc.

Limitations to rights
Notwithstanding that the notes are linked to the performance of the
underlying asset(s), holders do not have any rights in respect of the
underlying assets(s).
The fiscal agency agreement contains provisions for convening
meetings of the holders of notes to consider matters affecting their
interests. Although some changes require the approval of each holder
of notes affected by an amendment, some do not require any approval
by holders of notes and some require only the approval of 66 2/3% in
aggregate principal amount of the affected notes, and so holders may
be bound even if they did not attend and vote at the relevant meeting
or voted in a manner contrary to the plurality.
The terms and conditions of the notes permit the Issuer and the
Calculation Agent (as the case may be), on the occurrence of certain
events and in certain circumstances, without the consent of the
holders of the notes, to make adjustments to the terms and conditions
of the notes, to redeem the notes prior to maturity, (where applicable)
to postpone valuation of the underlyers or scheduled payments under
the notes, to change the currency in which the notes are denominated,
to substitute the Issuer with another permitted entity subject to certain
conditions, and to take certain other actions with regard to the notes
and the underlyers (if any).
C.9
Interest provisions, yield and
See Element C.8.
representative of the holders

Interest
The notes will pay interest on the Stated Maturity Date, subject to the
Business Day Convention.

For all Interest Periods, the notes bear interest at the fixed rate of 3.95%
per annum, payable in arrears, with a yield to maturity of 3.95% with
respect to the Original Notes and 3.748148% with respect to the New
Notes.

Indication of Yield
The yield for the New Notes is calculated at June 14, 2019 (the "Issue
Date") on the basis of the Original Issue Price of 100.36%. It is not an
S-10

LONDON:611780.4