Obligation GOLDMAN SACHS GLOBAL 4.25% ( XS1505033453 ) en USD

GOLDMAN SACHS GLOBAL

100 % ▲

Royaume-Uni

XS1505033453 ( en USD )

4.25% par an ( paiement semestriel )

17/02/2025 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs International XS1505033453 en USD 4.25%, échue

2 000 USD

75 000 000 USD

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.

Goldman Sachs International a émis une obligation (XS1505033453) de 75 000 000 USD, libellée en USD, au taux d'intérêt de 4,25 %, échéant le 17 février 2025, avec des paiements semestriels, cotée actuellement à 100 %, avec un montant minimum d'achat de 2 000 USD.

GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
as Issuer
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD
(Incorporated with limited liability in Jersey)
as Issuer
Securities issued by Goldman Sachs International, Goldman, Sachs & Co. Wertpapier GmbH and
Goldman Sachs Finance Corp International Ltd are guaranteed by
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
as Guarantor
SERIES M PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
This 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Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").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"), Goldman, Sachs & Co. Wertpapier GmbH ("GSW") and
Goldman Sachs Finance Corp International Ltd ("GSFCI", and together with GSI and GSW, the
"Issuers" and each an "Issuer") may from time to time issue Securities under the Series M 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 last sentence of this paragraph) delivery
obligations of each Issuer in respect of the Securities are guaranteed by The Goldman Sachs Group,
Inc. ("GSG" or the "Guarantor"). The Guarantor is only obliged to pay a cash amount (the "Physical
Settlement Disruption Amount") instead of delivering the Deliverable Assets if the relevant Issuer
fails to satisfy its delivery obligations under the Securities.
Statements in relation to prospects and financial or trading position
In this Base Prospectus, where GSI, GSW, GSFCI and GSG make statements that "there has been no
material adverse change in the prospects" and "no significant change in the financial or trading
position" of GSI, GSW, GSFCI and GSG, respectively, references in these statements to the
"prospects" and "financial or trading position" of GSI, GSW, GSFCI and GSG are specifically to their
respective ability to meet their full payment obligations under the Securities (in the case of each of
GSI, GSW and GSFCI) or Guaranty (in the case of GSG) 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
the respective financial condition and prospects of GSI, GSW, GSFCI and GSG is included in each of

GSI's, GSW's, GSFCI's and GSG's annual and interim reports, which are incorporated by reference into
this 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 139 of
this Base Prospectus, or the "General Note Conditions" (in the case of Notes), commencing on
page 199 of this Base Prospectus, (and, in the case of "South African Notes", the "Additional
South African Notes Conditions", commencing on page 471 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 311 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 253 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 268 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 272 of this Base Prospectus, or the "EIS Note Payout Conditions" in the
case of EIS Notes, commencing on page 308 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;
ii

·
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.
Risk Factors
Before purchasing Securities, you should carefully consider the information in this Base
Prospectus, in particular, the section "Risk Factors" commencing on page 57.
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 126 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 780 of this Base Prospectus.
The date of this Base Prospectus is 20 February 2019.
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 the Guarantor fail or go bankrupt, you will lose some
or all of your investment.
Neither the Securities nor the Guaranty are bank deposits, and neither are insured or guaranteed
by any governmental agency: The Securities and the Guaranty are not bank deposits and are not
insured or guaranteed by the UK Financial Services Compensation Scheme, the Jersey Depositors
Compensation Scheme, the United States Federal Deposit Insurance Corporation, the U.S. Deposit
Insurance Fund or any other government or governmental or private agency or deposit protection
scheme in any jurisdiction.
Nature of the Guaranty: The payment obligations and (subject to the last sentence of this paragraph)
delivery obligations of each Issuer in respect of the Securities are guaranteed by GSG as Guarantor
pursuant to a guaranty governed by the laws of the State of New York dated 22 November 2018 as may
be amended and/or replaced from time to time (the "Guaranty"). The Guaranty will rank pari passu
with all other unsecured and unsubordinated indebtedness of GSG. The Guarantor is only obliged to
pay a cash amount (the "Physical Settlement Disruption Amount") instead of delivering the
Deliverable Assets if the Issuer fails to satisfy its delivery obligations under the Securities.
Credit Risk: In the case of Securities linked to Underlying Asset(s), although the return on the
Securities will be based on the performance of the Underlying Asset(s), the payment of any amount due
on the Securities is subject to the credit risk of the relevant Issuer, and the credit risk of The Goldman
Sachs Group, Inc., as Guarantor. This is also the case for Securities not linked to any Underlying Asset.
The Securities are our unsecured obligations. The Guaranty is an unsecured obligation of GSG.
Investors are dependent on our ability to pay all amounts due on the Securities, and therefore investors
are subject to our credit risk and to changes in the market's view of our creditworthiness. Similarly,
investors are dependent on the ability of The Goldman Sachs Group, Inc., as Guarantor, to pay all
amounts due on the Securities, and therefore are also subject to its credit risk and to changes in the
market's view of its creditworthiness.
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.
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
iv

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 Guaranty and any securities to be delivered
upon exercise or settlement of the Securities have been, nor will be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws; and trading in
the Securities has not been and will not be approved by the United States Commodity Futures Trading
Commission (the "CFTC") under the United States Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). Except as provided below, Securities and the Guaranty may not be
offered or sold within the United States or to U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")). The 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 Instruments 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 issued by GSI or GSW relating to commodities and commodities futures (within the
meaning of the Commodity Exchange Act and the rules and regulations of the CFTC thereunder), or
securities issuable upon exercise of certain of the Securities, may not be offered, sold or resold in or
into the United States without an applicable exemption under the Commodity Exchange Act. Unless
otherwise stated in the relevant Final Terms, such Securities may not be offered, sold or resold in the
United States and GSI or GSW, as applicable, and the Guarantor reserve the right not to make payment
or delivery in respect of such a Security to a person in the United States if such payment or delivery
would constitute a violation of U.S. law. Securities issued by GSFCI relating to commodities and
commodities futures (within the meaning of the Commodity Exchange Act and the rules and
regulations of the CFTC thereunder), or securities issuable upon exercise of certain of the Securities,
may not be offered, sold or resold in or into the United States at any time. Such Securities may not be
offered, sold or resold in the United States and GSFCI and the Guarantor reserve the right not to make
payment or delivery in respect of such a Security to a person in the United States.
The Securities have not been approved or disapproved by the 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.
Notice to residents in the Kingdom of Bahrain
In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Base
Prospectus and related offering documents may only be offered in registered form to existing account
holders and accredited investors as defined by the Central Bank of Bahrain (the "CBB") in the
Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$100,000 or any
equivalent amount in other currency or such other amount as the CBB may determine.
This Base Prospectus does not constitute an offer of securities in the Kingdom of Bahrain pursuant to
the terms of Article (81) of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64
of 2006). This Base Prospectus and related offering documents have not been and will not be registered
v

as a prospectus with the CBB. Accordingly, no Securities may be offered, sold or made the subject of
an invitation for subscription or purchase nor will this Base Prospectus or any other related document
or material be used in connection with any offer, sale or invitation to subscribe or purchase Securities,
whether directly or indirectly, to persons in the Kingdom of Bahrain, other than to accredited investors
for an offer outside the Kingdom of Bahrain.
The CBB has not reviewed, approved or registered this Base Prospectus or related offering documents
and it has not in any way considered the merits of the Securities to be offered for investment, whether
in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy
and completeness of the statements and information contained in this Base Prospectus and expressly
disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any
part of the content of this Base Prospectus. No offer of Securities will be made to the public in the
Kingdom of Bahrain and this Base Prospectus must be read by the addressee only and must not be
issued, passed to, or made available to the public generally.
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.
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.
vi

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.
Consent of the Jersey Financial Services Commission and the Jersey Registrar of Companies:
The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, its
consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Securities
by GSFCI. A copy of this Base Prospectus has been delivered to the Jersey registrar of companies in
accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has
given, and has not withdrawn, his consent to its circulation. It must be distinctly understood that, in
giving these consents, neither the registrar of companies nor the Commission takes any responsibility
for the financial soundness of GSFCI or the Guarantor or for the correctness of any statements made, or
opinions expressed, with regard to them.
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);
·
"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 780 to 792 of this Base Prospectus.
vii

TABLE OF CONTENTS
Page
SUMMARY .............................................................................................................................................. 1
RISK FACTORS ..................................................................................................................................... 57
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 114
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................ 123
COMMONLY ASKED QUESTIONS ABOUT THE PROGRAMME ................................................ 126
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................ 139
GENERAL TERMS AND CONDITIONS OF THE NOTES ............................................................... 199
COUPON PAYOUT CONDITIONS .................................................................................................... 253
AUTOCALL PAYOUT CONDITIONS ............................................................................................... 268
PAYOUT CONDITIONS ..................................................................................................................... 272
EIS NOTE PAYOUT CONDITIONS ................................................................................................... 308
UNDERLYING ASSET CONDITIONS .............................................................................................. 311
INTRODUCTION TO THE SHARE LINKED CONDITIONS ........................................................... 311
SHARE LINKED CONDITIONS ......................................................................................................... 318
INTRODUCTION TO THE INDEX LINKED CONDITIONS ........................................................... 345
INDEX-LINKED DERIVATIVES CONTRACTS ON INDICES ....................................................... 353
INDEX LINKED CONDITIONS ......................................................................................................... 354
INTRODUCTION TO THE COMMODITY LINKED CONDITIONS ............................................... 385
COMMODITY LINKED CONDITIONS ............................................................................................. 391
INTRODUCTION TO THE FX LINKED CONDITIONS ................................................................... 427
FX LINKED CONDITIONS ................................................................................................................. 430
INTRODUCTION TO THE INFLATION LINKED CONDITIONS ................................................... 448
INFLATION LINKED CONDITIONS ................................................................................................. 450
INTRODUCTION TO THE MULTI-ASSET BASKET LINKED CONDITIONS ............................. 455
MULTI-ASSET BASKET LINKED CONDITIONS ........................................................................... 460
ADDITIONAL SOUTH AFRICAN NOTE CONDITIONS ................................................................. 471
FORM OF FINAL TERMS (INSTRUMENTS) ................................................................................... 488
FORM OF FINAL TERMS (NOTES) .................................................................................................. 573
OTHER INFORMATION ..................................................................................................................... 647
FORM OF GUARANTY ...................................................................................................................... 656
EIS NOTE DESCRIPTION .................................................................................................................. 659
FORMS OF THE NOTES ..................................................................................................................... 670
BOOK-ENTRY CLEARING SYSTEMS ............................................................................................. 672
USE OF PROCEEDS ............................................................................................................................ 675
GOLDMAN SACHS INTERNATIONAL ............................................................................................ 676
GOLDMAN, SACHS & CO. WERTPAPIER GMBH ......................................................................... 679
GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD ..................................................... 682
THE GOLDMAN SACHS GROUP, INC. ............................................................................................ 684
TAXATION .......................................................................................................................................... 685
SELLING RESTRICTIONS ................................................................................................................. 740
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS .................................................. 767
IMPORTANT LEGAL INFORMATION ............................................................................................. 768
GENERAL INFORMATION................................................................................................................ 776
INDEX OF DEFINED TERMS ............................................................................................................ 780
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.
and warnings
Any 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
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 / The Netherlands / Norway /
Poland / Portugal / Romania / Spain / Sweden / United Kingdom];
1

Summary
[and]
[(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 ISSUER AND GUARANTOR
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
[Goldman Sachs Finance Corp International Ltd ("GSFCI" or the
"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 and GSI is Peterborough Court, 133 Fleet Street, London EC4A 2BB,
country of
England.]
incorporation
of the Issuer
[GSW is a company with limited liability (Gesellschaft mit beschränkter
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.]
[GSFCI is a public limited liability company incorporated in Jersey. GSFCI
2