Obligation Goldman Sachs 0% ( XS2396722303 ) en GBP

Goldman Sachs

100 % ⇌

Etats-unis

XS2396722303 ( en GBP )

24/12/2027

Prospectus brochure de l'obligation Goldman Sachs XS2396722303 en GBP 0%, échéance 24/12/2027

Goldman Sachs est une banque d'investissement multinationale américaine offrant des services financiers tels que la banque d'investissement, la gestion d'actifs, la gestion de patrimoine et la vente et négociation de titres.

L'Obligation émise par Goldman Sachs ( Etats-unis ) , en GBP, avec le code ISIN XS2396722303, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/12/2027

GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
in respect of certain Securities issued by Goldman, Sachs & Co. Wertpapier GmbH only, as
Guarantor
GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD
(Incorporated with limited liability in Jersey)
as Issuer
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
in respect of Securities issued by Goldman Sachs Finance Corp International Ltd and certain
Securities issued by Goldman, Sachs & Co. Wertpapier GmbH, as Guarantor
SERIES P 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 8 of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the "EUWA") and regulations made thereunder (as amended, the
"UK Prospectus Regulation"). This Base Prospectus has been approved by the Financial Conduct
Authority of the United Kingdom (the "FCA") as competent authority under the UK Prospectus
Regulation. It is valid for 12 months after its approval (until 16 July 2022) and may be supplemented
from time to time to reflect any significant new factor, material mistake o r inaccuracy relating to
the information included in it. The obligation to supplement this Base Prospectus in the event of any
significant new factor, material mistake or material inaccuracy relating to the information included in it
does not apply when such Base Prospectus is no longer valid. This Base Prospectus should be read
together with any supplements to it, any documents incorporated by reference within it, and the Issue
Terms (as described below) in relation to any particular issue of Securities.
The FCA only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the UK Prospectus Regulation. Approval by the FCA
should not be considered as an endorsement of the relevant Issuer or the relevant Guarantor or of the
quality of the Securities. Investors should make their own assessment as to the suitability of investing in
the Securities. The requirement to publish a prospectus under Section 85 of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") only applies to Securities which are to be admitted to
trading on a UK regulated market and/or offered to the public in the United Kingdom other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the UK Prospectus
Regulation.
The Issuer may issue Securities for which no prospectus is required to be published under the UK
Prospectus Regulation ("Exempt Securities") under this Base Prospectus. The FCA has neither approved
nor reviewed information contained in this Base Prospectus in connection with Exempt Securities.
Listing
No application has been made for Securities issued under this Programme to be listed on the Official List
of the FCA and/or admitted to trading on any "UK regulated market" for the purposes of Regulation
(EU) No. 600/2014 on markets in financial instruments as it forms part of UK domestic law by virtue of
the EUWA and regulations made thereunder ("UK MiFIR").

i

This Base Prospectus has been approved by the Luxembourg Stock Exchange as a prospectus for the
purposes of Part IV of the Luxembourg Act dated 16 July 2019 on prospectuses for securities (the
"Prospectus Act") for Securities (including Exempt Securities) issued under the Programme to be
admitted to the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock
Exchange (the "Euro MTF") during the twelve-month period after the date of this Base Prospectus. This
Base Prospectus also constitutes a base listing particulars for the purpose of the Prospectus Act. The Euro
MTF is neither a "regulated market" for the purposes of Directive 2014/65/EU on markets in financial
instruments, as amended, nor a "UK regulated market" for the purposes of UK MiFIR.
References in this Base Prospectus to Securities being "listed" (and all related references) shall mean that
such Securities have been listed and admitted to trading on the Euro MTF or o n such other or further
stock exchange(s) as the Issuer may decide. The relevant Issuer may also issue unlisted Securities. The
applicable Issue Terms will specify whether or not Securities are to be listed and admitted to trading and,
if so, the relevant exchange(s).
The Issuers, the Guarantors and the Programme
The Issuers: Ea ch of Goldman, Sa chs & Co. Wertpapier GmbH ("GSW") a nd Goldman Sachs Finance
Corp International Ltd ("GSFCI") (the "Issuers" and each, an "Issuer") may from time to time issue
Securities under the Series P Programme (the "Programme") described in this Base Prospectus upon the
terms and conditions of the Securities described herein as completed (and in the case of Exempt
Securities potentially as amended), in the case of each issue of Securities, by Issue Terms (as described
below).
The Guarantors: Securities issued under the Programme have the benefit of a Guarantee, a s follows:
·
Securities issued by GSW: The payment obligations of GSW under the Securities are guaranteed
by either (as specified in the applicable Issue Terms) (a) the Goldman Sachs Group, Inc.
("GSG") pursuant to the GSG Guaranty or (b) Goldman Sachs International ("GSI") pursuant
to the GSI (Cayman) Guarantee (each as described below).
·
Securities issued by GSFCI: The payment obligations of GSFCI under the Securities are
guaranteed by GSG pursuant to the GSG Guaranty (as described below).
Each of the GSG Guaranty and GSI (Cayman) Guarantee will rank pari passu with all other unsecured
and unsubordinated indebtedness of the relevant Guarantor.
The Securities
Securities issued under the Programme pursuant to this Base Prospectus shall be in the form of notes (the
"Notes" or the "Securities") which upon maturity will pay an amount that is dependent on the change in
value of a specified preference share (the "Preference Share"). The value of the specified Preference
Share may fluctuate up or down depending on the performance of one or more underlying assets (each a
"Preference Share Underlying" and, together with each Preference Share, an "Underlying Asset(s)").
The Securities under this Base Prospectus will not bear interest.
The terms and conditions (the "Terms and Conditions" or the "Conditions") of the Securities shal
comprise:
·
the "General Note Conditions", commencing on page 93 of this Base Prospectus;
·
the terms and conditions relating to the Preference Shares(s) set out in the "Preference Share
Linked Conditions", commencing on page 114 of this Base Prospectus;
·
the "Note Payout Conditions" commencing on page 111 of this Base Prospectus; and
·
the issue specific details of the particular issue of Securities as set out in a separate "Issue Terms"
document.
This Base Prospectus also includes information on the issuer of the specified Preference Shares and the
applicable terms and conditions of the specified Preference Shares, all as set out in the section entitled
"Description of the Preference Shares" commencing on page 164.

ii

Final Terms
A "Final Terms" document shall be prepared in respect of each issue of Securities, save as provided in
''Pricing Supplement'' below. The Final Terms will include important information in relation to the
particular issue of Securities such as, for example, payment and maturity dates, amounts and the
Preference Share on which the return on the Securities will be dependent.
Pricing Supplement
A separate "Pricing Supplement" document shall be prepared in respect of each issue of Exempt
Securities. For such purpose, "Exempt Securities" are Securities for which no prospectus is required to
be published under the UK Prospectus Regulation (or in respect of which a separate prospectus will be
published under the UK Prospectus Regulation other than this Base Prospectus). The Pricing Supplement
will include other important information in relation to the particular issue of Securities such as, for
example, payment and maturity dates, amounts and the Preference Share on which the return on the
Securities will be dependent. The Pricing Supplement may replace or modify the "General Terms and
Conditions of Notes", the Preference Share Linked Conditions and the Note Payout Conditions to the
extent so specified or to the extent inconsistent with the same.
Issue Terms
An "Issue Terms" means either (i) the relevant Final Terms or (ii) the relevant Pricing Supplement, as
applicable in respect of the relevant Securities.
Types of Underlying Asset
The amount payable under the Securities issued under this Base Prospectus will depend on the
performance of a Preference Share issued by Goldman Sachs (Cayman) Limited. The value of the
Preference Share may fluctuate up or down depending on the performance of one or more underlying
assets (each a "Preference Share Underlying(s)" and, together with each Preference Share, an
"Underlying Asset(s)").
The Preference Share Underlying(s) may be one or more equity indices as shall be specified in the
relevant Preference Share Confirmation annexed to the Issue Terms in respect of the related Securities.
Risk Factors
Before purchasing Securities, you should carefully consider the information in this Base
Prospectus, in particular, the section "Risk Factors" commencing on page 12.
Worked Examples
Worked examples of how the potential returns on hypothetical Securities will be calculated are set out in
the section of this Base Prospectus called "How the return on your investment is calculated".
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 62 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 231 of this Base Prospectus.
The date of this Base Prospectus is 16 July 2021.

iii

IMPORTANT NOTICES
Investing in the Securities involves 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 o f your
investment. Also, if the relevant Issuer and the relevant 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.

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 Preference Shares, 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 or (ii) early redemption 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 10 (Risks associated with conflicts of interest
between Goldman Sachs and purchasers of Securities and discretionary powers of the Issuer and the
Calculation Agent including in relation to our hedging arrangements) below.
Important - UK Retail Investors: Unless the Issue Terms in respect of the Securities specifies
"Prohibition of Sales to UK Retail Investors" as "Not Applicable", 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 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 (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, a s defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no
key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or
otherwise making them available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the Securities or otherwise making them available to any retail investor in
the United Kingdom may be unlawful under the UK PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities include a legend entitled "Prohibition of Sales to 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 in the United
Kingdom as described in the above paragraph and in such legend shall no longer apply.
Important - EEA Retail Investors: Unless the Issue Terms in respect of the Securities specifies
"Prohibition of Sales to EEA Retail Investors" as "Not Applicable", 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. 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 Direc tive
2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97,
as amended, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of the MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the "EU Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the European Economic Area has
been prepared and therefore offering or selling the Securities or otherwise making them available to any
retail investor in the European Economic Area may be unlawful under the EU PRIIPs Regulation.

iv

Notwithstanding the above paragraph, in the case where the Issue Terms in respect of any
Securities include a legend entitled "Prohibition of Sales to EEA Retail Investors" but where the
Issuer subsequently prepares and publishes a key information document under the PRIIPs
Regulation in respect of such Securities, then following such publication, the prohibition on the
offering, sale or otherwise making available the Securities to a retail investor in the EEA as
described in the above paragraph and in such legend shall no longer apply.
Important U.S. Legal Notices: None of the Securities or the Guarantees 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"). 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 Securities have not been approved or disapproved by the Securities and Exchange Commission (the
"SEC") or any state securities commission in the United States nor has the SEC or any state securities
commission passed upon the accuracy or the adequacy of this Base Prospectus. Any representation to the
contrary is a criminal offence in the United States.
Post-issuance Reporting: Neither the Issuers nor the Guarantors intend to provide any post-issuance
information or have authorised the making or provision of any representation or information regarding
the Issuers, the Guarantors 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 Issue Terms
or as expressly approved for such purpose by the Issuers or the Guarantors. Any such representation or
information should not be relied upon as having been authorised by the Issuers or the Guarantors. Neither
the delivery of this Base Prospectus nor the delivery of any Issue Terms shall, in any circumstances,
create any implication that there has been no adverse change in the financial situation of the Issuers or
the Guarantors 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 Issue Terms: The distribution of
this Base Prospectus and any Issue 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 Issue
Terms comes are required by the Issuers and the Guarantors 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 Issue Terms and other offering material relating to the
Securities, see "Selling Restrictions" below.
Neither this Base Prospectus nor any Issue 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 an y jurisdiction where
any such action is required.
UK Benchmarks Regulation: Amounts payable under the Securities under the Securities may be
calculated or otherwise determined by reference to an index or combination of indices. Any such index
may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 as it forms pa rt of UK
domestic law by virtue of the EUWA (as amended, the "UK Benchmarks Regulation"). If any such
index does constitute such a benchmark then (as applicable) (i) the Final Terms will, or (ii) the Pricing
Supplement may, indicate whether or not the benchmark is provided by an administrator included in the
register of administrators and benchmarks established and maintained by the Financial Conduct
Authority ("FCA") (the "UK Benchmarks Register"). Not every index will fall within the scope of the
UK Benchmarks Regulation. Furthermore, transitional provisions in the UK Benchmarks Regulation
may have the result that the administrator of a particular benchmark is not required to appea r in the
relevant register of administrators and benchmarks at the date of the relevant Issue Terms. The
registration status of any administrator under the Benchmarks Regulation is a matter of public record
and, save where required by applicable law, the relevant Issuer does not intend to update the relevant
Issue Terms to reflect any change in the registration status of the administrator.

v

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 GSG, as Guarantor, or for the correctness of any statements made, or opinions
expressed, with regard to them.
Stabilisation: In connection with the issue of any Tranche of Notes, the person or persons (if any) acting
as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any
Stabilising Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche
of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation
action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting
on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
Certain defined terms: In this Base Prospectus, references to:
·
"£" are to Sterling, the lawful currency of the United Kingdom;
·
"", "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
·
"U.S.$", "$", "U.S. dollars", "dollars", "USD" and "cents" are to the lawful currency of the
United States of America.
Any other currency referred to in any Issue Terms will have the meaning specified in the relevant Issue
Terms.
An Index of Defined Terms is set out on pages 231 to 234 of this Base Prospectus.

vi

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF SECURITIES UNDER THIS BASE PROSPECTUS AND
THE PROGRAMME ............................................................................................................................ 10
This section provides an overview of certain important information in relation to the Programme and
this Base Prospectus.
RISK FACTORS .................................................................................................................................... 12
This section sets out the principal risks inherent in investing in Securities issued pursuant to the
Programme, including key risks relating to investments linked to the Underlying Asset(s).
DOCUMENTS INCORPORATED BY REFERENCE ................................................................... 56
This section incorporates certain documents and information in respect of the Securities.
COMMONLY ASKED QUESTIONS ABOUT THE PROGRAMME......................................... 62
This section provides answers to some of the questions which investors may have when considering
an investment in the Securities and provides an introduction to the Issuers, the type of Securities which
may be issued under the Programme and certain terms of such Securities.
HOW THE RETURN ON YOUR INVESTMENT IS CALCULATED ....................................... 71
This section sets out worked examples of how the redemption amounts are calculated under a variety
of scenarios.
GENERAL TERMS AND CONDITIONS OF THE NOTES......................................................... 93
This section sets out the terms and conditions that apply to all Securities.
NOTE PAYOUT CONDITIONS.......................................................................................................111
This section sets out the additional terms and conditions in relation to the redemption payments in
respect of the Securities.
PREFERENCE SHARE LINKED CONDITIONS ........................................................................114
This section sets out the additional terms and conditions that are applicable to Preference Share
Linked Securities.
FORM OF FINAL TERMS................................................................................................................117
This section provides a template for the Final Terms to be used for each issuance of Securities, other
than Exempt Securities. It is relevant to all Securities (other than Exempt Securities).
OTHER INFORMATION ..................................................................................................................123
This section provides a template for the other information to be included with the Final Terms to be
used for each issuance of Securities, other than Exempt Securities.
FORM OF PRICING SUPPLEMENT.............................................................................................136
This section provides a template for the Pricing Supplement to be used for each issuance of Exempt
Securities. It is relevant to all Exempt Securities.
OTHER INFORMATION ..................................................................................................................142
This section provides a template for the other information to be included with the Pricing Supplement
to be used for each issuance of Exempt Securities.

vii

FORM OF GSG GUARANTY ..........................................................................................................152
This section sets out the form of the guarantee given by the Goldman Sachs Group Inc. in respect of
Securities issued by Goldman Sachs Finance Corp International Ltd or (if specified in the relevant
Issue Terms) Goldman, Sachs & Co. Wertpapier GmbH. It is relevant to all Securities issued by
Goldman Sachs Finance Corp International Ltd and certain Securities issued by Goldman, Sachs &
Co. Wertpapier GmbH.
FORM OF GSI (CAYMAN) GUARANTEE...................................................................................155
This section sets out the form of the guarantee given by Goldman Sachs International in respect of
Securities issued by Goldman, Sachs & Co. Wertpapier GmbH. It is only relevant t o Securities issued
by Goldman, Sachs & Co. Wertpapier GmbH.
FORMS OF THE NOTES ..................................................................................................................159
This section describes the form of the Notes which may either be in the form of Individual Note
Certificates or Global Registered Notes.
BOOK-ENTRY CLEARING SYSTEMS.........................................................................................161
This section 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.
DESCRIPTION OF THE PREFERENCE SHARES ....................................................................164
This section provides information on the Preference Shares issued by the Preference Share Issuer and
the applicable specific terms and conditions in respect of the Preference Shares.
USE OF PROCEEDS ..........................................................................................................................193
This section sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
GOLDMAN SACHS INTERNATIONAL .......................................................................................194
This section provides a description of Goldman Sachs International's business activities as well as
certain other information in respect of it.
GOLDMAN, SACHS & CO. WERTPAPIER GMBH ..................................................................200
This section provides a description of Goldman, Sachs & Co. Wertpapier GmBH's business activities
as well as certain other information in respect of it.
GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD.............................................202
This section provides a description of Goldman Sachs Finance Corp International Ltd's business
activities as well as certain other information in respect of it.
THE GOLDMAN SACHS GROUP, INC. .......................................................................................205
This section provides a description of the Goldman Sachs Group Inc.'s business activities as well as
certain other information in respect of it.
TAXATION...........................................................................................................................................206
This section provides an overview of certain taxation considerations relating to the Securities. It is
relevant to all Securities.
SELLING RESTRICTIONS ..............................................................................................................218
This section provides an overview of certain selling and transfer restrictions relating to the Securities.
It is relevant to all Securities.

viii

OFFERS AND SALES AND DISTRIBUTION ARRANGEMENTS .........................................222
This section describes certain additional information in respect of offers and sales of the Securities
and related distribution arrangements.
IMPORTANT LEGAL INFORMATION .......................................................................................223
This section sets out important legal information relating to the Securities.
GENERAL INFORMATION ............................................................................................................228
This section provides certain additional information on the Securities, the Base Prospectus, the
Programme and the Issuers. It is relevant to all Securities.
INDEX OF DEFINED TERMS .........................................................................................................231
This section sets out an index of defined terms used in this Base Prospectus.

ix

General Description of Securities under this Base Prospectus and the Programme
GENERAL DESCRIPTION OF SECURITIES UNDER THIS BASE PROSPECTUS AND THE
PROGRAMME
Types of Securities which may be issued under this Base Prospectus and the Programme
Under this Base Prospectus and the Programme, GSW and GSFCI, subject to compliance with all
relevant laws, regulations and directives, may from time to time issue Securities which upon maturity
will pay a redemption amount that is dependent on the change in value of a specified preference share
(the "Preference Share"). The value of the Preference Share may fluctuate up or down depending on the
performance of one or more underlying assets (each a "Preference Share Underlying" and, together
with each Preference Share, an "Underlying Asset(s"). The Securities under this Base Prospectus will
not bear interest.
Applicable Guarantee
(i)
Securities issued by GSW: The payment obligations of GSW under the Securities issued by
GSW are guaranteed by either (as specified in the applicable Issue Terms) (a) GSG pursuant to
the GSG Guaranty or (b) GSI pursuant to the GSI (Cayman) Guarantee (each as described
below). GSI will not guarantee any of the obligations of GSFCI under the Securities issued by
GSFCI.
(ii)
Securities issued by GSFCI: The payment obligations of GSFCI under the Securities are
guaranteed by GSG pursuant to the GSG Guaranty (as described below).
Each of the GSG Guaranty and GSI (Cayman) Guarantee will rank pari passu with all other unsecured
and unsubordinated indebtedness of the relevant Guarantor.
Applicable Clearing Systems
The Securities may be cleared through Euroclear or Clearstream, Luxembourg. In addition, Securities
may be accepted for settlement in CREST via the CREST Depository Interest ("CDI") mechanism.
Terms and Conditions of the Securities:
The applicable terms and conditions of the Notes will comprise:
·
the "General Note Conditions", commencing at page 93 of this Base Prospectus;
·
the terms and conditions relating to the Preference Shares(s) set out in the "Preference Share
Linked Conditions", commencing on page 114 of this Base Prospectus;
·
the economic or "payout" terms of the Notes are set forth in the "Note Payout Conditions"
commencing on page 111 of this Base Prospectus); and
·
the issue specific details relating to such Notes as set forth in a separate "Issue Terms" document.
Status of Securities
Securities issued under the Programme will constitute direct, unsubordinated and unsecured obligations
of the relevant Issuer and will rank pari passu among themselves and with all other direct unsubordinated
and unsecured obligations of such Issuer.
Eurosystem eligibility
Registered Notes in global form held under the new safekeeping structure (NSS) may be issued with the
intention that such Notes be recognised as eligible collateral for Eurosystem monetary policy and intra -
day credit operations by the Eurosystem, either upon issue or at any time or all times during their life.
Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria as specified by the
European Central Bank. However, there is no guarantee that such Notes will be recognised as eligible
collateral. Any other Notes are not intended to be recognised as eligible collateral for Eurosystem
monetary policy and intra-day operations by the Eurosystem.

10