Obligation Goldman Sachs 0% ( XS2105902006 ) en USD

Goldman Sachs

100 % ⇌

Etas-Unis

XS2105902006 ( en USD )

15/02/2037

Prospectus brochure de l'obligation Goldman Sachs XS2105902006 en USD 0%, échéance 15/02/2037

1 000 000 USD

10 000 000 USD

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 XS2105902006, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2037

___________________________________________
Offering Circular
___________________________________________
GOLDMAN, SACHS & CO. WERTPAPIER GMBH
(Incorporated with limited liability in Germany)
as Issuer
GOLDMAN SACHS FINANCE CORP INTERNATIONAL LTD
(Incorporated with limited liability in Jersey)
as Issuer
GOLDMAN SACHS INTERNATIONAL
(Incorporated with unlimited liability in England)
as Issuer and, in respect of certain Securities only, as Guarantor
THE GOLDMAN SACHS GROUP, INC.
(A corporation organised under the laws of the State of Delaware)
in respect of certain Securities only, as Guarantor
SERIES P PROGRAMME FOR THE ISSUANCE OF
WARRANTS, NOTES AND CERTIFICATES
___________________________________________
This document (as may be supplemented from time to time, the "Offering Circular") constitutes an
offering circular in respect of the Series P Programme (as defined below). Any Securities (as defined
below) issued on or after the date of this Offering Circular are issued subject to the provisions herein,
if so provided in the Pricing Supplement (as defined below) prepared in relation to such Securities.
This Offering Circular 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 (as amended, the "EU
Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue
of the EUWA (as defined below) and regulations made thereunder (the "UK Prospectus Regulation").
The Securities issued from time to time under this Offering Circular are derivative financial
instruments and do not constitute a participation in a collective investment scheme in the meaning of
the Swiss Federal Act on Collective Investment Schemes ("CISA"). They are neither subject to
authorisation nor supervision by the Swiss Financial Market Supervisory Authority FINMA
("FINMA"). Accordingly, investors do not benefit from the specific investor protection provided under
the CISA and are exposed to the issuer risk.
This Offering Circular is dated as of 19 November 2021 and has been approved on 19 November 2021
by the SIX Exchange Regulation AG as reviewing body (the "Reviewing Body") under the Swiss
Financial Services Act ("FinSA").
___________________________________________
The Issuers, the Guarantors and the Programme
The Issuers: Each of Goldman, Sachs & Co. Wertpapier GmbH ("GSW"), Goldman Sachs Finance Corp
International Ltd ("GSFCI") and Goldman Sachs International ("GSI", and together with GSW and
GSFCI, 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 P Programme for the Issuance
of Warrants, Notes and Certificates of Goldman Sachs International, Goldman, Sachs & Co. Wertpapier
i

GmbH and Goldman Sachs Finance Corp International Ltd (the "Programme" or the "Series P
Programme"). The Securities will have the terms and conditions described in this Offering Circular, as
completed and (if applicable) amended and/or supplemented, in the case of each issue of Securities, by
a pricing supplement (the "Pricing Supplement") specific to each issue of Securities.
The Guarantors: Securities issued under this Offering Circular and the Programme do not have the
benefit of a Guarantee, save as described below:

Securities issued by GSW: The payment obligations and (save as described below) delivery
obligations of GSW under the Securities are guaranteed by either (as specified in the applicable
Pricing Supplement) (a) GSG pursuant to the GSG Guaranty (as described below) or (b) GSI
pursuant to either (i) for Securities (other than EIS Notes), the GSI Guarantee or (ii) for EIS
Notes, the GSI (Cayman) Guarantee (each as described below).
Investors should carefully review the relevant Pricing Supplement to determine whether
the Securities issued by GSW have the benefit of the GSG Guaranty, the GSI Guarantee
or the GSI (Cayman) Guarantee.

Securities issued by GSFCI: The payment obligations and (save as described below) delivery
obligations of GSFCI under the Securities are guaranteed by GSG pursuant to the GSG Guaranty
(as described below).

Securities issued by GSI: Unless otherwise specified in the relevant Pricing Supplement,
Securities issued by GSI will not have the benefit of a Guarantee. If specified in the relevant
Pricing Supplement, the payment obligations and (save as described below) delivery obligations
of GSI under the Securities are guaranteed by GSG pursuant to the GSG Guaranty (as described
below).
Investors should carefully review the relevant Pricing Supplement to determine whether
the Securities issued by GSI have the benefit of the GSG Guaranty.
Each of the GSG Guaranty, GSI Guarantee and GSI (Cayman) Guarantee will rank pari passu with all
other unsecured and unsubordinated indebtedness of the relevant Guarantor.
If the Issuer fails to satisfy its delivery obligations under the Securities, the relevant Guarantor (if any)
is only obliged to pay a cash amount instead of delivery of the Deliverable Assets.
Statements in relation to prospects and financial or trading position
In this Offering Circular, where GSI, GSW, GSFCI and GSG make statements that "there has been no
material adverse change in the prospects" and "there has been no significant change in the assets and
liabilities, financial position or financial performance or profits and losses" of GSI, GSW, GSFCI and
GSG, respectively, references in these statements to the "prospects" and "financial position or financial
performance" of GSI, GSW, GSFCI and GSG are specifically to their respective ability to meet their full
payment obligations under the Securities (in the case of each of GSI, GSW and GSFCI) or the Guarantees
(in the case of each of GSI and GSG (as applicable)) in a timely manner. Such statements are made in
the "General Information" section. Material information about the respective assets and liabilities,
financial position or financial performance, profits and losses and prospects of GSI, GSW, GSFCI and
GSG is included in each of GSI's, GSW's, GSFCI's and GSG's annual and interim reports, which are
incorporated by reference into this Offering Circular.
This Offering Circular may be updated and replaced in its entirety from time to time.
ii

Warning: This Offering Circular has not been reviewed or approved by any competent authority
in the European Union ("EU") or the United Kingdom ("UK") under the EU Prospectus
Regulation or the UK Prospectus Regulation, respectively, or by any stock exchange which
constitutes a regulated market for the purposes of Directive 2014/65/EU on Markets in Financial
Instruments or UK regulated market for the purposes of Regulation (EU) No 600/2014 on markets
in financial instruments as it forms part of domestic law by virtue of the EUWA or by any other
regulator in any other jurisdiction. This means that the document is not a prospectus for the
purposes of the EU Prospectus Regulation or the UK 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 Offering Circular
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 EU Prospectus Regulation or the UK Prospectus
Regulation, as applicable, for offers of Securities. Further, you should be aware that (i) this
Offering Circular may not include the same level of disclosure required by the EU Prospectus
Regulation or the UK Prospectus Regulation or other relevant EU or UK legislation and (ii) if you
acquire Securities under this Offering Circular you will not have any recourse to the relevant
Issuer under any EU Prospectus Regulation or the UK 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 Offering Circular is 19 November 2021.
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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 (if applicable) 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, the Jersey Depositors
Compensation Scheme, the United States Federal Deposit Insurance Corporation, the U.S. Deposit
Insurance Fund or any other government or governmental or private agency or deposit protection scheme
in any jurisdiction.
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 (if applicable) the credit risk of the
relevant Guarantor. This is also the case for Securities not linked to any Underlying Asset. The Securities
and the Guarantees are unsecured obligations. Investors are dependent on the ability of the relevant Issuer
to pay all amounts due on the Securities, and therefore investors are subject to the credit risk of the
relevant Issuer and to changes in the market's view of the relevant Issuer's creditworthiness. Similarly,
investors are dependent on the ability of (if applicable) the relevant 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.
The Securities do not constitute a participation in a Collective Investment Scheme within the
meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). The Securities are
neither subject to the authorisation nor to the supervision by the Swiss Financial Market Supervisory
Authority FINMA ("FINMA") and investors do not benefit from the specific investor protection
provided under the CISA. Investors should be aware that they are exposed to the credit risk of the relevant
Issuer and the relevant Guarantor, if any, respectively.
Risks: Before purchasing Securities, you should consider carefully the information in this Offering
Circular, including the section entitled "Risk Factors" below on pages 26 to 77 and the risk factors in any
applicable product supplement.
Risks relating to the bankruptcy or resolution of The Goldman Sachs Group, Inc. or Goldman
Sachs International: The bankruptcy or resolution of GSG will not constitute an event of default
in relation to the Securities, and the bankruptcy or resolution of GSI (save in respect of Securities
for which it is the Issuer, but not where it is the Guarantor), will not constitute an event of default
in relation to the Securities. There is no automatic default or acceleration upon the bankruptcy or
resolution of the relevant Guarantor. In the event that the relevant Guarantor becomes subject to
bankruptcy or resolution proceedings (but the Issuer 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) the Issuer itself becomes bankrupt or otherwise defaults on the terms of the Securities and (ii) the
time the Securities become due and repayable at their maturity. The return you receive on the Securities
in this particular circumstance could be significantly less than what you would have otherwise received
had you been able to declare the Securities immediately due and repayable upon the bankruptcy or
resolution of the relevant Guarantor.
Responsibility: The Issuers and the Guarantors accept responsibility for the information contained in
this Offering Circular and confirm that, to the best of the knowledge of the Issuers and the Guarantors,
the information contained in the Offering Circular is true and accurate in all material respects and in
accordance with the facts and does not omit anything likely to affect the import of such information, and
there are no material facts the omission of which would make any statement in this Offering Circular
misleading. Where information in this Offering Circular has been sourced from a third party, such
iv

information has been accurately reproduced and, so far as the Issuers and the Guarantors 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.
Important - EEA Retail Investors
Unless the Pricing Supplement 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 may not be offered, sold or otherwise made available to, any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (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 MiFID II;
or (iii) not a qualified investor as defined in 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 EEA has been prepared and therefore offering or selling such Securities or otherwise making them
available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of any
Securities specifies "Prohibition of Sales to EEA Retail Investors" as "Applicable" but where the Issuer
subsequently prepares and publishes a key information document under the EU 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 any legend on the Pricing Supplement shall no longer apply.
Restrictions under the EU Prospectus Regulation: This Offering Circular has been prepared on the
basis that any offer of Securities in any Member State of the European Economic Area ("EEA") will be
made pursuant to an exemption under the EU 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 Offering
Circular as completed 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 EU Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation in relation
to such offer. None of the Issuers or the Guarantors 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.
Important - UK Retail Investors
Unless the Pricing Supplement 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 may 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 domestic law by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (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 as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of 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 domestic law
by virtue of the EUWA (as amended, 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 such 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 Pricing Supplement in respect of any
Securities specifies "Prohibition of Sales to UK Retail Investors" as "Applicable" but where the Issuer
subsequently prepares and publishes a key information document under the UK PRIIPs Regulation in
respect of such Securities, then following such publication, the prohibition on the offering, sale or
v

otherwise making available the Securities to a retail investor in the United Kingdom as described in the
above paragraph and in any legend on the Pricing Supplement shall no longer apply.
Restrictions under the UK Prospectus Regulation: This Offering Circular has been prepared on the
basis that any offer of Securities in the United Kingdom will be made pursuant to an exemption under
the UK Prospectus Regulation from the requirement to publish a prospectus for offers of Securities.
Accordingly, any person making or intending to make an offer in the United Kingdom of Securities
which are the subject of a placement contemplated in this Offering Circular as completed 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 section 85 of the FSMA or supplement a prospectus pursuant to Article
23 of the UK Prospectus Regulation in relation to such offer. None of the Issuers or the Guarantors 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.
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 Offering Circular 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.
Admission to trading on the Luxembourg Stock Exchange's Euro MTF market: This Offering
Circular 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.
Admission to listing and trading on SIX Swiss Exchange AG: In respect of Securities to be listed on
the SIX Swiss Exchange AG (the "SIX Swiss Exchange"), the relevant Pricing Supplement in respect
of such Securities will specify whether an application for such listing and the corresponding application
for trading of such Securities on SIX Swiss Exchange or any successor thereto or any such other exchange
as the relevant Pricing Supplement may specify has been or will be made.
Potential for discretionary determinations by the Issuer or the Calculation Agent under the
Securities: Under the terms and conditions of the Securities, following the occurrence of certain events
relating to the Issuer, the Issuer's hedging arrangements, the Underlying Asset(s), taxation, the relevant
currency or other matters outside of the Issuer's control, the Issuer or the Calculation Agent may
determine in its discretion to take one of the actions available to it in order to deal with the impact of
such event on the Securities or the Issuer or both. These actions may include (i) adjustment to the terms
and conditions of the Securities, (ii) substitution of the Underlying Asset(s) or (iii) early redemption or
exercise of the Securities. Any such discretionary determination by the Issuer or the Calculation Agent
could have a negative impact on the value of the Securities. See, in particular, "Risk Factors" - risk factor
6.11 (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 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
vi

("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 Instruments may not be concluded other
than in compliance with the Securities Act or the Commodity Exchange Act (as applicable).
Securities issued by GSI or GSW relating to commodities and commodities futures (within the meaning
of the Commodity Exchange Act and the rules and regulations of the CFTC thereunder), or securities
issuable upon exercise of certain of the Securities, may not be offered, sold or resold in or into the United
States without an applicable exemption under the Commodity Exchange Act. Unless otherwise stated in
the relevant Pricing Supplement, such Securities may not be offered, sold or resold in the United States
and GSI or GSW, as applicable, and the relevant Guarantor (if applicable) reserve the right not to make
payment or delivery in respect of such a Security to a person in the United States if such payment or
delivery would constitute a violation of U.S. law. Securities issued by GSFCI relating to commodities
and commodities futures (within the meaning of the Commodity Exchange Act and the rules and
regulations of the CFTC thereunder), or securities issuable upon exercise of certain of the Securities,
may not be offered, sold or resold in or into the United States at any time. Such Securities may not be
offered, sold or resold in the United States and GSFCI and GSG, as Guarantor, reserve the right not to
make payment or delivery in respect of such a Security to a person in the United States.
The Securities have not been approved or disapproved by the Securities and Exchange Commission (the
"SEC") or any state securities commission in the United States nor has the SEC or any state securities
commission passed upon the accuracy or the adequacy of this Offering Circular. 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 Offering
Circular together with any Pricing Supplement and related offering documents must be in registered form
and must only be marketed to existing account holders 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 as the CBB
may determine.
This Offering Circular 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 Offering Circular, 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 for subscription or purchase nor will this Offering
Circular together with any Pricing Supplement or any 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 an
offer outside Bahrain.
The CBB has not reviewed, approved or registered this Offering Circular 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 Offering Circular and expressly disclaims any liability whatsoever for any loss howsoever arising
from reliance upon the whole or any part of the content of this Offering Circular.
vii

No offer of Securities will be made to the public in the Kingdom of Bahrain and this Offering Circular
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 available to the public generally.
Any offer of Securities to investors in the Kingdom of Bahrain 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 who have a minimum net worth (or joint net worth with their spouse) 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 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
Offering Circular, 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 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 Offering Circular nor the delivery of any Pricing Supplement
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 Offering Circular has been most recently supplemented.
Restrictions on the distribution and use of this Offering Circular and any Pricing Supplement: The
distribution of this Offering Circular 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 Offering Circular or any Pricing Supplement 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 Offering Circular, any Pricing
Supplement and other offering material relating to the Securities, see "Selling Restrictions" below.
Neither this Offering Circular nor any Pricing Supplement may 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 Offering Circular in any jurisdiction
where any such action is required. Furthermore, this Offering Circular 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 Guarantors to give any information or to make
any representation not contained in or not consistent with this Offering Circular, 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
relevant Guarantor.
Acknowledgement of bail-in power in respect of Swiss Securities issued by GSI: If you purchase
Swiss Securities issued by GSI, you shall be deemed to have agreed to be bound by the exercise of any
UK Bail-In Power by the Relevant UK Resolution Authority. See risk factor 3.5(f) (The application of
regulatory strategies and requirements to facilitate the orderly resolution of large financial institutions
could create greater risk of loss for GSI's security holders), General Instrument Condition 7 (Contractual
acknowledgement of bail-in in respect of Swiss Securities and French Law Instruments issued by GSI)
viii

and General Note Condition 7 (Contractual acknowledgement of bail-in in respect of Swiss Securities
and French Law Notes issued by GSI).
Acknowledgement of bail-in power in respect of EIS Notes guaranteed by GSI: If you purchase EIS
Notes guaranteed by GSI, you shall be deemed to have agreed to be bound by the exercise of any UK
Bail-In Power by the Relevant UK Resolution Authority. See risk factor 3.5(f) (The application of
regulatory strategies and requirements to facilitate the orderly resolution of large financial institutions
could create greater risk of loss for GSI's security holders) and the section entitled "Form of GSI
(Cayman) Guarantee".
Acknowledgement of bail-in power in respect of French Law Instruments and French Law Notes
issued by GSI: If you purchase French Law Instruments or French Law Notes issued by GSI, you shall
be deemed to have agreed to be bound by the exercise of any UK Bail-In Power by the Relevant UK
Resolution Authority. See risk factor 3.5(f) (The application of regulatory strategies and requirements
to facilitate the orderly resolution of large financial institutions could create greater risk of loss for GSI's
security holders), General Instrument Condition 7 (Contractual acknowledgement of bail-in in respect
of Swiss Securities and French Law Instruments issued by GSI) and General Note Condition 7
(Contractual acknowledgement of bail-in in respect of Swiss Securities and French Law Notes issued by
GSI).
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 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.
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, especially the provisions on unfair terms in the application of the
terms and conditions as set out in this Offering Circular and the relevant Pricing Supplement relating to
such Securities, insofar as these provisions are applicable.
Certain defined terms
Certain currencies: In this Offering Circular, 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, references to "CNY" are to Chinese Renminbi, the lawful
currency of the People's Republic of China (including any lawful successor to the CNY), and references
to "ZAR" are to South African Rand, the lawful currency of South Africa (including any lawful successor
to the ZAR). Any other currency referred to in any Pricing Supplement will have the meaning specified
in the relevant Pricing Supplement.
Conditions: In this Offering Circular, 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
Offering Circular) set out below in this Offering Circular 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
ix

Offering Circular) set out below in this Offering Circular 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 Offering Circular.
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