Obligation Goldman Sachs 3% ( US38150ADJ16 ) en USD

Goldman Sachs

100 % ▼

Etas-Unis

US38150ADJ16 ( en USD )

3% par an ( paiement semestriel )

16/09/2031 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs US38150ADJ16 en USD 3%, échue

1 000 USD

11 000 000 USD

38150ADJ1

N/A

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 ( Etas-Unis ) , en USD, avec le code ISIN US38150ADJ16, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/09/2031

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424B2 1 gs-424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-219206

$11,000,000
The Goldman Sachs Group, Inc.
Callable Step-Up Fixed Rate Notes due 2031

We wil pay you interest semi-annual y on your notes at a rate of 3.00% per annum from and including September 16,
2019 to but excluding September 16, 2027. We wil pay you interest semi-annual y on your notes at a rate of 3.25% per
annum from and including September 16, 2027 to but excluding September 16, 2030. We wil pay you interest semi-
annual y on your notes at a rate of 4.00% per annum from and including September 16, 2030 to but excluding the stated
maturity date (September 16, 2031). Interest wil be paid on each March 16 and September 16. The first such payment wil
be made on March 16, 2020.

In addition, we may redeem the notes at our option, in whole but not in part, on each March 16, June 16,
September 16 and December 16 on or after September 16, 2021, upon at least five business days' prior notice,
at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest to
but excluding the redemption date. Although the interest rate will step up during the life of your notes, you
may not benefit from such increase in the interest rate if your notes are redeemed prior to the stated maturity
date.

Per Note

Total
Initial price to public

100%
$11,000,000
Underwriting discount

1.603%
$176,330
Proceeds, before expenses, to The Goldman Sachs Group, Inc.

98.397%
$10,823,670

The initial price to public set forth above does not include accrued interest, if any. Interest on the notes wil accrue
from September 16, 2019 and must be paid by the purchaser if the notes are delivered after September 16, 2019. In
addition to offers and sales at the initial price to public, the underwriters may offer the notes from time to time for sale in
one or more transactions at market prices prevailing at the time of sale, at prices related to market prices or at
negotiated prices.
The return (whether positive or negative) on your investment in notes wil depend in part on the issue price you
pay for such notes.
If interest rates increase, in most cases the market value of the notes wil decrease and, if you sel the notes prior
to maturity, you wil receive less than the principal amount of the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
The notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency, nor are they obligations of, or guaranteed by, a bank.

Goldman Sachs may use this prospectus in the initial sale of the notes. In addition, Goldman Sachs & Co. LLC or
any other affiliate of Goldman Sachs may use this prospectus in a market-making transaction in the notes after their
initial sale. Unless Goldman Sachs or its agent informs the purchaser otherwise in the confirmation of sale, this
prospectus is being used in a market-making transaction.

Goldman Sachs & Co. LLC
Incapital LLC

Pricing Supplement No. 249 dated September 12, 2019.

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About Your Prospectus
The notes are part of the Medium-Term Notes, Series N program of The Goldman Sachs Group, Inc. This prospectus
includes this pricing supplement and the accompanying documents listed below. This pricing supplement constitutes a
supplement to the documents listed below and should be read in conjunction with such documents:
·
Prospectus supplement dated July 10, 2017
·
Prospectus dated July 10, 2017
The information in this pricing supplement supersedes any conflicting information in the documents listed above. In
addition, some of the terms or features described in the listed documents may not apply to your notes.

PS-2

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SPECIFIC TERMS OF THE NOTES

Please note that in this section entitled "Specific Terms of the Notes", references to "The Goldman Sachs Group,
Inc.", "we", "our" and "us" mean only The Goldman Sachs Group, Inc. and do not include any of its consolidated
subsidiaries. Also, in this section, references to "holders" mean The Depository Trust Company (DTC) or its nominee
and not indirect owners who own beneficial interests in notes through participants in DTC. Please review the special
considerations that apply to indirect owners in the accompanying prospectus, under "Legal Ownership and Book-
Entry Issuance".

This pricing supplement no. 249 dated September 12, 2019 (pricing supplement) and the accompanying prospectus
dated July 10, 2017 (accompanying prospectus), relating to the notes, should be read together. Because the notes are
part of a series of our debt securities cal ed Medium-Term Notes, Series N, this pricing supplement and the
accompanying prospectus should also be read with the accompanying prospectus supplement, dated July 10, 2017
(accompanying prospectus supplement). Terms used but not defined in this pricing supplement have the meanings given
to them in the accompanying prospectus or accompanying prospectus supplement, unless the context requires
otherwise.
The notes are part of a separate series of our debt securities under our Medium-Term Notes, Series N program
governed by our Senior Debt Indenture, dated as of July 16, 2008, as amended, between us and The Bank of New
York Mel on, as trustee. This pricing supplement summarizes specific terms that wil apply to your notes. The terms of
the notes described here supplement those described in the accompanying prospectus supplement and
accompanying prospectus and, if the terms described here are inconsistent with those described there, the terms
described here are control ing.
Terms of the Callable Step-Up Fixed Rate Notes due 2031
Issuer: The Goldman Sachs Group, Inc.
Interest payment dates: March 16 and September 16 of
Principal amount: $11,000,000
each year, commencing on March 16, 2020 and ending on
Specified currency: U.S. dol ars ($)
the stated maturity date
Type of Notes: Fixed rate notes (notes)
Regular record dates: for interest due on an interest
Denominations: $1,000 and integral multiples of
payment date, the day immediately prior to the day on which
$1,000 in excess thereof
payment is to be made (as such payment day may be
Trade date: September 12, 2019
adjusted under the applicable business day convention
specified below)
Original issue date: September 16, 2019
Stated maturity date: September 16, 2031
Day count convention: 30/360 (ISDA), as further discussed
under "Additional Information About the Notes -- Day Count
Interest rate: 3.00% per annum from and including
Convention" on page PS-5 of this pricing supplement
September 16, 2019 to but excluding September 16,
2027; 3.25% per annum from and including September
Business day: New York
16, 2027 to but excluding September 16, 2030; 4.00%
Business day convention: fol owing unadjusted
per annum from and including September 16, 2030 to
but excluding September 16, 2031
Redemption at option of issuer before stated maturity:
We may redeem the notes at our option, in whole but not in
Supplemental discussion of U.S. federal income tax
part, on each March 16, June 16, September 16 and
consequences: Subject to the discussion set forth in
December 16 on or after September 16, 2021, upon at
the section referenced below regarding short-term debt
least five business days' prior notice, at a redemption price
securities, it is the opinion of Sidley Austin LLP that
equal to 100% of the outstanding principal amount plus
interest on a note wil be taxable to a U.S. holder as
accrued and unpaid interest to but excluding the
ordinary interest income at the time it accrues or is
redemption date
received in accordance with the U.S. holder's normal
method of accounting for tax purposes (regardless of
Limited events of default: The only events of default for the
whether we cal the notes). Upon the disposition of a
notes are (i) interest or principal payment defaults that
note by sale, exchange, redemption or retirement (i.e., if
continue for 30 days and (i ) certain insolvency events. No
we exercise our right to cal the notes or otherwise) or
other breach or default under our senior debt indenture or the
other disposition, a U.S. holder wil general y recognize
notes wil result in an event of default for the notes or permit
capital gain or loss equal to the difference, if any,
the trustee or holders to accelerate the maturity of any debt
between (i) the amount realized on the disposition (other
securities that is, they wil not be entitled to declare the
than amounts attributable to accrued but unpaid interest,
principal amount of any notes to be immediately due and
which would be treated as such) and (i ) the U.S.
payable. See "Risks Relating to Regulatory Resolution
holder's adjusted tax basis in the note.
Strategies and Long-Term Debt Requirements" and
"Description of Debt Securities We May Offer -- Default,
Remedies and Waiver of Default -- Securities Issued on or
After
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January 1, 2017 under the 2008 Indenture" in the
FDIC: The notes are not bank deposits and are not insured
accompanying prospectus for further details.
by the Federal Deposit Insurance Corporation or any other
Listing: None
governmental agency, nor are they obligations of, or
guaranteed by, a bank
ERISA: as described under "Employee Retirement
Income Security Act" on page 119 of the
Calculation Agent: Goldman Sachs & Co. LLC
accompanying prospectus
Foreign Account Tax Compliance Act (FATCA)
CUSIP no.: 38150ADJ1
Withholding May Apply to Payments on Your Notes,
ISIN no.: US38150ADJ16
Including as a Result of the Failure of the Bank or Broker
Through Which You Hold the Notes to Provide
Form of notes: Your notes wil be issued in book-entry
Information to Tax Authorities:
form and represented by a master global note. You
should read the section "Legal Ownership and Book-
Please see the discussion under "United States Taxation --
Entry Issuance" in the accompanying prospectus for
Taxation of Debt Securities -- Foreign Account Tax
more information about notes issued in book-entry form
Compliance Act (FATCA) Withholding" in the accompanying
Defeasance applies as follows:
prospectus for a description of the applicability of FATCA to

payments made on your notes. The discussion in that section
· ful defeasance -- i.e., our right to be relieved of al
is hereby modified to reflect regulations proposed by the
our obligations on the note by placing funds in trust
Treasury Department indicating its intent to eliminate the
for the holder: yes
requirements under FATCA of withholding on gross proceeds
· covenant defeasance -- i.e., our right to be relieved
from the sale, exchange, maturity or other disposition of
of specified provisions of the note by placing funds in
relevant financial instruments. The Treasury Department has
trust for the holder: yes
indicated that taxpayers may rely on these proposed
regulations pending their finalization.

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ADDITIONAL INFORMATION ABOUT THE NOTES

Book-Entry System
We wil issue the notes as a master global note registered in the name of DTC, or its nominee. The sale of the
notes wil settle in immediately available funds through DTC. You wil not be permitted to withdraw the notes from
DTC except in the limited situations described in the accompanying prospectus under "Legal Ownership and Book-
Entry Issuance -- What Is a Global Security? -- Holder's Option to Obtain a Non-Global Security; Special Situations
When a Global Security Wil Be Terminated". Investors may hold interests in a master global note through
organizations that participate, directly or indirectly, in the DTC system.

In addition to this pricing supplement, the fol owing provisions are hereby incorporated into the global master
note: the description of New York business day appearing under "Description of Debt Securities We May Offer
Calculations of Interest on Debt Securities Business Days" in the accompanying prospectus, the description of the
fol owing unadjusted business day convention appearing under "Description of Debt Securities We May Offer
Calculations of Interest on Debt Securities Business Day Conventions" in the accompanying prospectus and the
section "Description of Debt Securities We May Offer Defeasance and Covenant Defeasance" in the accompanying
prospectus.
Day Count Convention
As further described under "Description of Debt Securities We May Offer Calculations of Interest on Debt
Securities Interest Rates and Interest" in the accompanying prospectus, for each interest period the amount of accrued
interest wil be calculated by multiplying the principal amount of the note by an accrued interest factor for the interest
period. The accrued interest factor wil be determined by multiplying the per annum interest rate by a factor resulting from
the 30/360 (ISDA) day count convention. The factor is the number of days in the interest period in respect of which
payment is being made divided by 360, calculated on a formula basis as fol ows:
[360 × (Y2 Y1)] + [30 × (M2 M1)] + (D2 D1)
360
where:
"Y1" is the year, expressed as a number, in which the first day of the interest period fal s;
"Y2" is the year, expressed as a number, in which the day immediately fol owing the last day included in the interest
period fal s;
"M1" is the calendar month, expressed as a number, in which the first day of the interest period
fal s;
"M2" is the calendar month, expressed as a number, in which the day immediately fol owing the last day included in
the interest period fal s;
"D1" is the first calendar day, expressed as a number, of the interest period, unless such number would be 31, in
which case D1 wil be 30; and
"D2" is the calendar day, expressed as a number, immediately fol owing the last day included in the interest
period, unless such number would be 31 and D1 is greater than 29, in which case D2 wil be 30.

When We Can Redeem the Notes
We wil be permitted to redeem the notes at our option before their stated maturity, as described below. The
notes wil not be entitled to the benefit of any sinking fund that is, we wil not deposit money on a regular basis into
any separate custodial account to repay your note. In addition, you wil not be entitled to require us to buy your note
from you before its stated maturity.

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We wil have the right to redeem the notes at our option, in whole but not in part, on each March 16, June 16,
September 16 and December 16 on or after September 16, 2021, at a redemption price equal to 100% of the
outstanding principal amount plus accrued and unpaid interest to but excluding the redemption date. We wil provide
not less than five business days' prior notice in the manner described under "Description of Debt Securities We May
Offer -- Notices" in the attached prospectus. If the redemption notice is given and funds deposited as required, then
interest wil cease to accrue on and after the redemption date on the notes. If any redemption date is not a business
day, we wil pay the redemption price on the next business day without any interest or other payment due to the
delay.

What are the Tax Consequences of the Notes
You should careful y consider, among other things, the matters set forth under "United States Taxation" in the
accompanying prospectus supplement and the accompanying prospectus. The fol owing discussion summarizes
certain of the material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition
of each of the notes. This summary supplements the section "United States Taxation" in the accompanying
prospectus supplement and the accompanying prospectus and is subject to the limitations and exceptions set forth
therein.

As of the original issue date, the notes should not be treated as issued with "original issue discount" ("OID") despite
the fact that the interest rate on the notes is scheduled to step-up over the term of the notes because Treasury
regulations general y deem an issuer to exercise a cal option in a manner that minimizes the yield on the debt
instrument for purposes of determining whether a debt instrument is issued with OID. The yield on the notes would be
minimized if we cal the notes immediately before the increase in the interest rate on September 16, 2027 and therefore
the notes should be treated as maturing on such date for OID purposes. This assumption is made solely for purposes of
determining whether the notes are issued with OID for U.S. federal income tax purposes, and is not an indication of our
intention to cal or not to cal the notes at any time. If we do not cal the notes prior to the increase in the interest rate
then, solely for OID purposes, the notes wil be deemed to be reissued at their adjusted issue price on September 16,
2027. This deemed issuance should not give rise to taxable gain or loss to holders. The same analysis would apply to
the increase in the interest rate on September 16, 2030. If the notes are not cal ed on the interest payment date
occurring on September 16, 2030, then, because the period between the interest payment date on September 16, 2030
and the stated maturity date of the notes is one year or less, the notes, upon their deemed reissuance on September 16,
2030, could be treated as short-term debt securities for OID purposes (but not for purposes of determining the holding
period of your notes). For a discussion of the U.S. federal income tax consequences to a U.S. holder of owning short-
term debt securities, please review the section entitled "United States Taxation--Taxation of Debt Securities--United
States Holders--Short-Term Debt Securities" in the accompanying prospectus.

Under this approach, and subject to the discussion above regarding short-term debt securities, interest on a note
wil be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the
U.S. holder's normal method of accounting for tax purposes (regardless of whether we cal the notes). Upon the
disposition of a note by sale, exchange, redemption or retirement (i.e., if we exercise our right to cal the notes or
otherwise) or other disposition, a U.S. holder wil general y recognize capital gain or loss equal to the difference, if any,
between (i) the amount realized on the disposition (other than amounts attributable to accrued but unpaid interest, which
would be treated as such) and (i ) the U.S. holder's adjusted tax basis in the note. A U.S. holder's adjusted tax basis in a
note general y wil equal the cost of the note to the U.S. holder. The deductibility of capital losses is subject to significant
limitations.

Foreign Account Tax Compliance Act (FATCA) Withholding. Pursuant to Treasury regulations, Foreign Account Tax
Compliance Act (FATCA) withholding (as described in "United States Taxation--Taxation of Debt Securities--Foreign
Account Tax Compliance Act (FATCA) Withholding" in the accompanying prospectus) wil general y apply to obligations
that are issued on or after July 1, 2014; therefore, the notes wil general y be subject to the FATCA withholding rules.
Pursuant to recently proposed regulations, the Treasury Department has indicated its intent to eliminate the
requirements under FATCA of withholding on gross proceeds from the sale, exchange, maturity or other disposition of
relevant financial instruments. The Treasury Department has indicated that taxpayers may rely on these proposed
regulations pending their finalization.

PS-6

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SUPPLEMENTAL PLAN OF DISTRIBUTION

The Goldman Sachs Group, Inc. and the underwriters for this offering named below have entered into a
distribution agreement with respect to the notes. Subject to certain conditions, each underwriter named below has
several y agreed to purchase the principal amount of notes indicated in the fol owing table.

Underwriters
Principal Amount of Notes
Goldman Sachs & Co. LLC

$5,500,000
Incapital LLC

5,500,000
Total

$11,000,000

Notes sold by the underwriters to the public wil initial y be offered at the initial price to public set forth on the cover
of this pricing supplement. The underwriters intend to purchase the notes from The Goldman Sachs Group, Inc. at a
purchase price equal to the initial price to public less a discount of 1.603% of the principal amount of the notes. Any
notes sold by the underwriters to securities dealers may be sold at a discount from the initial price to public of up to
1.128% of the principal amount of the notes. If al of the offered notes are not sold at the initial price to public, the
underwriters may change the offering price and the other sel ing terms. In addition to offers and sales at the initial price
to public, the underwriters may offer the notes from time to time for sale in one or more transactions at market prices
prevailing at the time of sale, at prices related to market prices or at negotiated prices.

Please note that the information about the initial price to public and net proceeds to The Goldman Sachs Group,
Inc. on the front cover page relates only to the initial sale of the notes. If you have purchased a note in a market-making
transaction by Goldman Sachs & Co. LLC or any other affiliate of The Goldman Sachs Group, Inc. after the initial sale,
information about the price and date of sale to you wil be provided in a separate confirmation of sale.

Each underwriter has represented and agreed that it wil not offer or sel the notes in the United States or to
United States persons except if such offers or sales are made by or through FINRA member broker-dealers registered
with the U.S. Securities and Exchange Commission.

The Goldman Sachs Group, Inc. estimates that its share of the total offering expenses, excluding underwriting
discounts and commissions, whether paid to Goldman Sachs & Co. LLC or any other underwriter, wil be
approximately $10,000.

We wil deliver the notes against payment therefor in New York, New York on September 16, 2019.

The notes are a new issue of securities with no established trading market. The Goldman Sachs Group, Inc. has
been advised by Goldman Sachs & Co. LLC and Incapital LLC that they may make a market in the notes. Goldman
Sachs & Co. LLC and Incapital LLC are not obligated to do so and may discontinue market-making at any time without
notice. No assurance can be given as to the liquidity of the trading market for the notes.

The Goldman Sachs Group, Inc. has agreed to indemnify the several underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.

Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time
provide, investment banking and general financing and banking services to The Goldman Sachs Group, Inc. and its
affiliates, for which they have in the past received, and may in the future receive, customary fees. The Goldman Sachs
Group, Inc. and its affiliates have in the past provided, and may in the future from time to time provide, similar services
to the underwriters and their affiliates on customary terms and for customary fees. Goldman Sachs & Co. LLC, one of
the underwriters, is an affiliate of The Goldman Sachs Group, Inc. Please see "Plan of Distribution--Conflicts of
Interest" on page 118 of the accompanying prospectus.
Any notes which are the subject of the offering contemplated by this pricing supplement, the accompanying
prospectus and the accompanying prospectus supplement may not be offered, sold or otherwise made available to any
retail investor in the European Economic Area. Consequently no key information document required by Regulation (EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or sel ing the notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or sel ing the notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. For the purposes of this provision:

a)
the expression "retail investor" means a person who is one (or more) of the fol owing:
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(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
or

(i )
a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or

(i i)
not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive");
and

b)
the expression an "offer" includes the communication in any form and by any means of sufficient

information on the terms of the offer and the notes to be offered so as to enable an investor to
decide to purchase or subscribe for the notes.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State"), the underwriters represent and agree that with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it
has not made and wil not make an offer of notes which are the subject of the offering contemplated by this pricing
supplement, the accompanying prospectus and the accompanying prospectus supplement to the public in that Relevant
Member State except that, with effect from and including the Relevant Implementation Date, an offer of such notes may
be made to the public in that Relevant Member State:
a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

b)
at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the
issuer for any such offer; or
c)
at any time in any other circumstances fal ing within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes referred to above shal require us or any dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of
the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
Any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in
connection with the issue or sale of the notes may only be communicated or caused to be communicated in
circumstances in which Section 21(1) of the FSMA does not apply to The Goldman Sachs Group, Inc.
Al applicable provisions of the FSMA must be complied with in respect to anything done by any person in relation to
the notes in, from or otherwise involving the United Kingdom.
The notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made
thereunder, or (i ) in other circumstances which do not result in the document being a "prospectus" as defined in the
Companies (Winding Up and Miscel aneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) or which do not
constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document
relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by,
the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to
the notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional
investors" as defined in the Securities and Futures Ordinance and any rules made thereunder.
This pricing supplement, along with the accompanying prospectus supplement and the accompanying prospectus
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have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement,
along with the accompanying prospectus supplement and the accompanying prospectus and any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated
or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of
the Securities and Futures Act, Chapter 289 of Singapore (the "SFA")) under Section 274 of the SFA, (i ) to a relevant
person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (i i) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to
conditions set forth in the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to
hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an
accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shal not be transferable
for six months after that corporation has acquired the notes under Section 275 of the SFA except: (1) to an institutional
investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such
transfer arises from an offer in that corporation's securities pursuant to Section 275(1A) of the SFA, (3) where no
consideration is or wil be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section
276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and
Debentures) Regulations 2005 of Singapore ("Regulation 32").
Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust
(where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold
investments and each beneficiary of the trust is an accredited investor, the beneficiaries' rights and interest (howsoever
described) in that trust shal not be transferable for six months after that trust has acquired the notes under Section 275 of
the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section
275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are
acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction
(whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration
is or wil be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the
SFA, or (6) as specified in Regulation 32.
The notes have not been and wil not be registered under the Financial Instruments and Exchange Act of Japan (Act
No. 25 of 1948, as amended), or the FIEA. The notes may not be offered or sold, directly or indirectly, in Japan or to or for
the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized
under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any
resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in
compliance with any relevant laws and regulations of Japan.
The notes are not offered, sold or advertised, directly or indirectly, in, into or from Switzerland on the basis of a public
offering and wil not be listed on the SIX Swiss Exchange or any other offering or regulated trading facility in Switzerland.
Accordingly, neither this pricing supplement nor any accompanying prospectus supplement, prospectus or other
marketing material constitute a prospectus as defined in article 652a or article 1156 of the Swiss Code of Obligations or a
listing prospectus as defined in article 32 of the Listing Rules of the SIX Swiss Exchange or any other regulated trading
facility in Switzerland. Any resales of the notes by the underwriters thereof may only be undertaken on a private basis to
selected individual investors in compliance with Swiss law. This pricing supplement and accompanying prospectus and
prospectus supplement may not be copied, reproduced, distributed or passed on to others or otherwise made available in
Switzerland without our prior written consent. By accepting this pricing supplement and accompanying prospectus and
prospectus supplement or by subscribing to the notes, investors are deemed to have acknowledged and agreed to abide
by these restrictions. Investors are advised to consult with their financial, legal or tax advisers before investing in the
notes.

PS-9

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