Obligation GOLDMAN SACHS GLOBAL 0% ( XS1549538178 ) en RUB

GOLDMAN SACHS GLOBAL

100 % ▼

Royaume-uni

XS1549538178 ( en RUB )

24/03/2020 - Obligation échue

Prospectus brochure de l'obligation GOLDMAN SACHS INTERNATIONAL XS1549538178 en RUB 0%, échue

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

L'obligation de type coupon zéro, identifiée par le code ISIN XS1549538178, a été émise par GOLDMAN SACHS INTERNATIONAL, une entité majeure du groupe Goldman Sachs, l'une des principales banques d'investissement et sociétés de gestion d'actifs mondiales, basée au Royaume-Uni et reconnue pour son rôle pivot sur les marchés financiers internationaux. Cette émission était libellée en roubles russes (RUB) et se caractérisait par un taux d'intérêt nul (0%), impliquant l'absence de paiements d'intérêts périodiques et un remboursement unique à son échéance. La maturité de cet instrument financier était fixée au 24 mars 2020. Conformément à ses termes et conditions, l'obligation est arrivée à échéance et a été intégralement remboursée à son prix nominal de 100% le jour de sa maturité, confirmant ainsi le respect de l'engagement de l'émetteur envers les détenteurs de l'instrument.

Execution Version

_________________________________________________________
Private Placement Memorandum
_________________________________________________________
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 document (as may be supplemented from time to time, the "Private Placement Memorandum")
constitutes a private placement memorandum in respect of the Series K Programme (as defined
below). Any Securities (as defined below) issued on or after the date of this Private Placement
Memorandum are issued subject to the provisions herein, if so pro vided in the Pricing Supplement
(as defined below) prepared in relation to such Securities. This Private Placement Memorandum
does not constitute a prospectus for the purpose of Article 6 (or a base prospectus for the purpose of
Article 8) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Goldman Sachs International ("GSI") and Goldman, Sachs & Co. Wertpapier GmbH ("GSW", and
together with GSI in such capacity, the "Issuers" and each an "Issuer") may from time to time issue
warrants or other similar instruments (the "Warrants"), certificates or other similar instruments (the
"Certificates" and together with the Warrants, the "Instruments") and notes or other similar
instruments (the "Notes", and together with the Warrants and the Certificates, the "Securities") under
the Series K Programme for the Issuance of Warrants, Notes and Certificates (the "Programme")
described in this Private Placement Memorandum. The Securities will have the terms and conditions
described in this Private Placement Memorandum , as completed and (if applicable) amended, in the
case of each issue of Securities, by a pricing supplement (the "Pricing Supplement") specific to each
issue of Securities. The payment obligations and (subject to the last sentence of this paragraph)
delivery obligations of GSW in respect of the Securities are guaranteed by GSI (GSI, in such capacity,
the "Guarantor"). 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.
Statements in relation to prospects and financial or trading position: In this Private Placement
Memorandum, 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 GSI and GSW) or the Guarantees (in the case of GSI) in a timely manner.
Such statements are made in the "General Information" section. Material information about the
respective financial condition and prospects of GSI and GSW is included in each of GSI's and GSW's
annual and interim reports which are incorporated by reference into this Private Placement
Memorandum.
This Private Placement Memorandum may be updated and replaced in its entirety from time to time.

Warning: This Private Placement Memorandum has not been reviewed or approved by any
competent authority in the European Union (EU) or the United Kingdom under the Prospectus
Regulation or by any stock exchange which constitutes a regulated market for the purposes of
Directive 2014/65/EU on markets in financial instruments or by any other regulator in any other
jurisdiction. This means that the document is not a prospectus for the purposes of the Prospectus
Regulation, may not be used for an offering requiring such prospectus, and the Issuers will not
be responsible for the content of this document in relation to any offering which requires such a
prospectus. This Private Placement Memorandum has been prepared on the basis that any offer
of Securities in any member state of the European Economic Area (EEA) or the United Kingdom
will be made pursuant to an exemption from the requirement to produce a prospectus under the
Prospectus Regulation for offers of Securities. Further, you should be aware that (i) this Private
Placement Memorandum may not include the same level of disclosure required by the Prospectus
Regulation or other relevant national or EU legislation and (ii) if you acquire Securities under
this Private Placement Memorandum you will not have any recourse to the relevant Issuer under
any Prospectus Regulation related liability regime, including but not limited to provisions for
compensation arising under Section 90 of the Financial Services and Markets Act 2000 (the
"FSMA") in the UK. This document has been approved by the Luxembourg Stock Exchange in
respect of Securities to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF
market.
_______________________
The date of this Private Placement Memorandum is 27 May 2020

ii

IMPORTANT INFORMATION
Investing in the Securities may involve exposure to derivatives and may, depending on the terms
of the particular Securities, put your capital at risk and you may lose some or all of your
investment. Also, if the relevant Issuer and (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 last sentence of this
paragraph) delivery obligations of GSW in respect of the Securities issued by GSW are guaranteed by
GSI pursuant to, as applicable (i) in respect of Securities other than EIS Notes, a guarantee governed by
English law dated 28 May 2019 (the "English law Guarantee") or (ii) in respect of EIS Notes, a
guarantee governed by the la ws of the State of New York dated 28 May 2019 (the "New York law
Guarantee" and together with the English law Guarantee, the "Guarantees"). The Guarantees will
rank pari passu with all other unsecured and unsubordinated indebtedness of GSI. The payment
obligations and delivery obligations of GSI are not guaranteed by any entity. The Guarantor is only
obliged to pay only 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 are our unsecured obligations. The Guarantees are unsecured
obligations of GSI. 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 ma rket'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.
Risks: Before purchasing Securities, you should consider carefully the information in this Private
Placement Memorandum, including the section entitled "Risk Factors" below on pages 19 to 45 and the
risk factors in any applicable Specific Product Conditions.
Risks relating to an insolvency of GSI: An insolvency of GSI, as guarantor of Securities issued by
GSW, will not constitute an event of default in relation to such Securities. There is no automatic
default or acceleration upon a GSI insolvency in relation to the Securities issued by GSW. In the event
that GSI becomes insolvent (but GSW does not), you will not be able to declare the Securities to be
immediately due and repayable. Instead, you will need to wait until the earlier of the time that (i) GSW
itself becomes insolvent or otherwise defaults on the terms of the Securities and (ii) the final maturity
of the Securities. The return you receive on the Securities may be significantly less than what you
would have otherwise received had you been able to declare the Securities immediately due and
repayable upon the insolvency of GSI.
Responsibility: The Issuers and the Guarantor accept responsibility for the information contained in
this Private Placement Memorandum and to the best of the knowledge of the Issuers and the Guarantor
(having taken all reasonable care to ensure that such is the case), the information contained in the
Private Placement Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information. Where information in this Private Placement Memorandum has
been sourced from a third pa rty, such information has been accurately reproduced and, so far as the
Issuers and the Guarantor are aware and are able to ascertain from information published by that third
party, no facts have been omitted which would render the reproduced information inaccurate or
misleading.

iii

IMPORTANT EEA AND UK RETAIL INVESTORS
If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of Sales
to EEA and UK 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") or the United Kingdom. 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 (as amended, "MiFID II"); (ii) a customer within the meaning of Directive
2016/97/EU (as amended, "Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Securities or otherwise making them available to retail investors in the EEA or the United
Kingdom has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs
Regulation.
Notwithstanding the above paragraph, in the case where the Pricin g Supplement in respect of any
Securities includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors" but where
the Issuer subsequently prepares and publishes a key information document under the PRIIPs
Regulation in respect of such Securities, then following such publication, the prohibition on the
offering, sale or otherwise making available the Securities to a retail investor as described in the above
paragraph and in such legend shall no longer apply.
Restrictions under the EU Prospectus Regulation: This Private Placement Memorandum has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
("EEA") or to the United Kingdom will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to publish a prospectus for offers of Securities. Accordingly, any
person making or intending to make an offer in a Member State of the EEA of Securities which are the
subject of a placement contemplated in this Private Placement Memorandum by the relevant Pricing
Supplement may only do so in circumstances in which no obligation arises for the Issuer to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. None of the
Issuers or the Guarantor has authorised, nor do any of them authorise, any offer of Securities which
would require an Issuer or any other entity to publish or supplement a prospectus in respect of such
offer.
Admission to trading on the Luxembourg Stock Exchange's Euro MTF market: This Private
Placement Memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg Law
dated 16 July 2019 on prospectuses for securities (the "Luxembourg Law"). Application has been
made to the Luxembourg Stock Exchange for Securities issued under the Programme to be admitted to
trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF") and to be listed on
the Official List of the Luxembourg Stock Exchange. The Euro MTF is not a regulated market for the
purposes of MiFID II. The relevant Pricing Supplement will specify whether the Securities are to be
listed on the Euro MTF or will be unlisted.
Potential for discretionary determinations by the Issuer or the Calculation Agent unde r 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 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

iv

Futures Trading Commission (the "CFTC") under the United States Commodity Exchange Act of
1936, as amended (the "Commodity Exchange Act"). Except as provided below, the 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 Pricing Supplement relating to an
Instrument (but not a Note) may provide for an offer and sale of the whole or a portion of a Series of
Instruments issued by GSI (but not any other Issuer) to qualified institutional buyers ("QIBs") (as
defined in Rule 144A under the Securities Act ("Rule 144A")) within the United States in reliance on
an exemption from the registration requirements of the Securities Act for transactions not involving
any public offering ("Private Placement Exemption"). In addition, GSI may from time to time issue
Warrants that will be represented by a Regulation S/Rule 144A Global Warrant which can be (a)
offered and sold to QIBs in reliance on the Private Placement Exemption and (b) offered and sold to
investors who are located outside the United States and are not "US persons" as defined in Regulation
S (each, a "Regulation S/Rule 144A Warrant"). Each purchaser of Instruments offered within the
United States is hereby notified that the offer and sale of such Instruments to it is made in reliance upon
the Private Placement Exemption and that such Instruments are not transferable except as provided
under "Selling Restrictions" below. Rights arising under the Instruments will be exercisable by the
Holder only upon certification as to non-U.S. beneficial ownership, unless the Pricing Supplement
relating to an Instrument expressly provides otherwise in connection with an offering of the Instrument
that may be resold pursuant to Rule 144A under the Securities Act. Hedging transactions involving the
Securities may not be concluded other than in compliance with the Securities Act or the Commodity
Exchange Act (as applicable).
Securities 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 issuab le upon
exercise of certain of the Securities may not be offered, sold or resold in or into the United States
without an applicable exemption under the Commodity Exchange Act. Unless otherwise stated in the
relevant Pricing Supplement, such Securities may not be offered, sold or resold in the United States and
the Issuers and the Guarantor reserve the right not to make payment or delivery in respect of such a
Security to a person in the United States if such payment or delivery would constitute a violation of
U.S. law.
The Securities have not been approved or disapproved by the United States Securities and Exchange
Commission (the "SEC") or any state securities commission in the United States nor has the SEC or
any state securities commission passed upon the accuracy or the adequacy of this Private Placement
Memorandum. Any representation to the contrary is a criminal offence in the United States.
Important notice in relation to Securities offered in the Kingdom of Bahrain
In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Private
Placement Memorandum together with any Pricing Supplement and related offering documents must
be in registered form and must only be marketed to existing account ho lders and accredited investors as
defined by the Central Bank of Bahrain ("CBB") in the Kingdom of Bahrain where such investors
make a minimum investment of at least U.S.$100,000 or any equivalent amount in other currency or
such other amount a s the CBB may determine.
This Private Placement Memorandum does not constitute an offer of securities in the Kingdom of
Bahrain pursuant to the terms of Article (81) of the Central Bank and Financial Institutions Law 2006
(decree Law No. 64 of 2006). This Private Placement Memorandum, together with any Pricing
Supplement and related offering documents have not been and will not be registered as a prospectus
with the CBB. Accordingly, no Securities may be offered, sold or made the subject of an invitation fo r
subscription or purchase nor will this Private Placement Memorandum together with any Pricing
Supplement or a ny other related documents 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 as marketing to accredited investors for a n offer outside Bahrain.
The CBB has not reviewed, approved or registered this Private Placement Memorandum together with
any Pricing Supplement or related offering documents and it has not in any way considered the merits
of the securities to be marketed for investment, whether in or outside the Kingdom of Bahrain.
Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and
information contained in this Private Placement Memorandum and expressly disclaims any liability

v

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

vi

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

vii

TABLE OF CONTENTS
Page
SUMMARY .................................................................................................................................................... 1
Provides a summary of key information contained within this Private Placement Memorandum. It
is relevant to all Securities.
RISK FACTORS........................................................................................................................................... 19
Sets out the principal risks inherent in investing in Securities and the risks that may affect the
relevant Issuer's and Guarantor's ability to fulfil their respective obligations under the Securities.
It is relevant to all Securities.
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 46
Incorporates by reference certain documents in respect of each Issuer and the Guarantor into this
Private Placement Memorandum. It is relevant to all Securities.
GENERAL TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................... 55
Sets out the terms and conditions applicable to Instruments.
GENERAL TERMS AND CONDITIONS OF THE NOTES .................................................................101
Sets out the terms and conditions applicable to Notes.
BOOK-ENTRY CLEARING SYSTEMS .................................................................................................152
Provides information on the rules and procedures of the relevant clearing system in which the
Securities may be cleared and settled. It is relevant to all Securities.
USE OF PROCEEDS .................................................................................................................................156
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
GOLDMAN SACHS INTERNATIONAL ...............................................................................................157
Provides information on Goldman Sachs International.
GOLDMAN, SACHS & CO. WERTPAPIER GMBH ............................................................................162
Provides information on Goldman, Sachs & Co. Wertpapier GmbH.
TAXATION ................................................................................................................................................165
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to
all Securities.
SELLING RESTRICTIONS ......................................................................................................................214
Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is
relevant to all Securities.
OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS ...................................................240
Provides a summary of certain distribution arrangements. It is relevant to all Securities.
GENERAL INFORMATION ....................................................................................................................241
Provides certain additional information on the Securities, this Private Placement Memorandum,
the Programme and the Issuers. It is relevant to all Securities.

viii

FORMS OF THE NOTES ..........................................................................................................................251
Describes the different forms of Notes.
FORM OF GUARANTEES .......................................................................................................................253
Sets out the form of the guarantees given by the Guarantor in relation to the Securities issued by
GSW. It is relevant to all Securities issued by GSW.
FORM OF PRICING SUPPLEMENT (INSTRUMENTS) .....................................................................259
Provides a template Pricing Supplement to be used for each issuance of Instruments.
FORM OF PRICING SUPPLEMENT (NOTES) .....................................................................................290
Provides a template Pricing Supplement to be used for each issuance of Notes.
ANNEX 1 SHARE LINKED PRODUCT SUPPLEMENT..................................................................326
Sets out additional terms and conditions that are applicable to Share Linked Securities, an
overview of such terms and conditions and additional risk factors applicable to Share Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Share Linked Conditions are applicable.
ANNEX 2 INDEX LINKED PRODUCT SUPPLEMENT ..................................................................360
Sets out additional terms and conditions that are applicable to Index Linked Securities, an
overview of such terms and conditions and additional risk factors applicable to Index Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Index Linked Conditions are applicable.
ANNEX 3 COMMODITY LINKED PRODUCT SUPPLEMENT .....................................................402
Sets out additional terms and conditions that are applicable to Commodity Linked Securities, an
overview of such terms and conditions and additional risk factors applicable to Commodity Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Commodity Linked Conditions are applicable.
ANNEX 4 FX LINKED PRODUCT SUPPLEMENT ..........................................................................446
Sets out additional terms and conditions that are applicable to FX Linked Securities, an overview
of such terms and conditions and additional risk factors applicable to FX Linked Securities. It
applies to Securities for which the relevant Pricing Supplement provides that the FX Linked
Conditions are applicable.
ANNEX 5 INFLATION LINKED PRODUCT SUPPLEMENT .........................................................465
Sets out additional terms and conditions that are applicable to Inflation Linked Securities, an
overview of such terms and conditions and additional risk factors applicable to Inflation Linked
Securities. It applies to Securities for which the relevant Pricing Supplement provides that the
Inflation Linked Conditions are applicable.
ANNEX 6 CREDIT LINKED PRODUCT SUPPLEMENT ................................................................474
Sets out additional terms and conditions that are applicable to Credit Linked Notes, an overview of
such terms and conditions and the reference credit default swap and additional risk factors
applicable to Credit Linked Notes. It applies to Notes for which the relevant Pricing Supplement
provides that the Credit Linked Conditions are applicable.
ANNEX 7 TOTAL/EXCESS RETURN CREDIT INDEX LINKED PRODUCT SUPPLEMENT .534
Sets out additional terms and conditions that are applicable to Total/Excess Return Credit Index
Linked Securities, an overview of such terms and conditions and additional risk factors applicable

ix

to Total/Excess Return Credit Index Linked Securities. It applies to Securities for which the
relevant Pricing Supplement provides that the Total/Excess Return Credit Index Linked Conditions
are applicable.
ANNEX 8 EIS NOTES LINKED PRODUCT SUPPLEMENT ..........................................................552
Sets out additional terms and conditions that are applicable to EIS Notes, an overview of EIS
Notes and the preference shares and additional risk factors applicable to EIS Notes. It applies to
Notes for which the relevant Pricing Supplement provides that the EIS Note Payout Conditions are
applicable.
INDEX OF DEFINED TERMS .................................................................................................................568

x