Common use of Introduction Clause in Contracts

Introduction. Description and securities identification number‌ The present securities are Fixed Rate Securities (the "Securities"). ISIN: XS2481058365‌ WKN: GK1T70 Valor: 116688246‌ Common Code: 248105836 The Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ The present Securities are Fixed Rate Securities. ISIN: XS2481058365‌ WKN: GK1T70 Valor: 116688246‌ Common Code: 248105836 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Step Up & Step Down Securities (the "Securities"). ISIN: XS2481058365‌ XS2688949341 WKN: GK1T70 Valor: 116688246‌ GP2LET Common Code: 248105836 268894934 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (2022 and/or in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year the interim financial statements for the six months ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 30 June 2023. The Issuer is subject to the following key risks:‌ • risks: Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Step Up & Step Down Securities. ISIN: XS2481058365‌ XS2688949341 WKN: GK1T70 Valor: 116688246‌ GP2LET Common Code: 248105836 268894934 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000,000 The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Fixed Rate Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal Nominal, subject to a termination of the Securities.‌ Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon RatePeriod in the Fixed Step Rate Period (as set out below). Settlement Date: 12 February 2025 Fixed 20 December 2027 Coupon RatePeriod: The Fixed Means each period commencing on (and including) the Coupon Rate Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is 1.65 per cent. p.ascheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder Coupon Payment Date shall not be entitled to payment until the next such Payment Date adjusted in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such defermentaccordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Step Rate considering the Coupon Day Count Fraction (30/360 ISDA30/360) Coupon Payment Date(s): 12 February Coupon Payment Date (1): 20 December 2024 and 12 February 2025, each subject to the Business Day Convention. Coupon Payment Date (2): 20 December 2025 Coupon Payment Date (3): 20 December 2026 Coupon Payment Date (4): 20 December 2027 Relative seniority of the Securities‌ Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt MTF Stuttgart Stock Exchange Nature and scope of the guarantee‌ guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (U.S. GAAPincluding) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 20 December 2021 for each of the two years in the period ended 31 2023 till (exclud- ing) 20 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except 2024 2.80 per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-cent. per annum

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Step Up & Step Down Securities (the "Securities"). ISIN: XS2481058365‌ XS2080902757 WKN: GK1T70 GK9FUX Valor: 116688246‌ 41819602 Common Code: 248105836 208090275 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ profit 78 38 Summary information – balance sheet As of 31 December 2021‌ 2021 (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ assets 16,605 15,518 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ outflow) 4 (131) Cash flows from financing ac- tivities‌‌ tivities N/A 125 Cash flows from investing ac- tivities‌ tivities 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Step Up & Step Down Securities. ISIN: XS2481058365‌ XS2080902757 WKN: GK1T70 GK9FUX Valor: 116688246‌ 41819602 Common Code: 248105836 208090275 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 100,000,000 The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Step Up & Step Down Securities (the "Securities"). ISIN: XS2481058365‌ XS2481007024 WKN: GK1T70 GK1T7R Valor: 116688246‌ 117747021 Common Code: 248105836 248100702 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxx Xxxxxxxx Mertz and Xxxxxx XxxxxxxxXxxxxxx Xxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Selected income statement data Operating profit‌‌ profit 78 38 Summary information – balance sheet As of 31 December 2021‌ 2021 (audited) As of 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Total assets‌‌ assets 16,605 15,518 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ outflow) 4 (131) Cash flows from financing ac- tivities‌‌ tivities N/A 125 Cash flows from investing ac- tivities‌ tivities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2021 and in the financial statements as of 31 December 2020. The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Step Up & Step Down Securities. ISIN: XS2481058365‌ XS2481007024 WKN: GK1T70 GK1T7R Valor: 116688246‌ 117747021 Common Code: 248105836 248100702 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ The Securities have a fixed maturity. 100,000,000 Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to adidas AG (the "Securities"). ISIN: XS2481058365‌ JE00BGBBF428 WKN: GK1T70 GZ4V06 Valor: 116688246‌ 124869845 Common Code: 248105836 181486023 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 20202020 and from unaudited interim financial statements for the six months ended 30 June 2022. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ 2021 and in the interim financial statements as of 30 June 2022. Operating profit/(loss) 78 38 (audited23) As of 31 December 2020 (audited) (in millions USD) (in millions USD) 48 Total assets‌‌ assets 16,605 15,518 24,652 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) 817 Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 4 (131) 24 11 Cash flows from financing ac- tivities‌‌ activities N/A 125 0* 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BGBBF428 WKN: GK1T70 GZ4V06 Valor: 116688246‌ 124869845 Common Code: 248105836 181486023 Underlying: adidas AG (ISIN: DE000A1EWWW0) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Step Up & Step Down Securities (the "Securities"). ISIN: XS2481058365‌ XS2688686075 WKN: GK1T70 Valor: 116688246‌ GP2LD4 Common Code: 248105836 268868607 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ 2022 and/or in the interim financial statements for the six months ended 30 June 2023. Operating profit/(loss) 36 78 78 (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD23) Total assets‌‌ assets 34,720 16,605 15,518 39,858 Total shareholder’s equity‌‌ equity 709 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) 514 Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 1 4 (131) 3 24 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A 0* 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Step Up & Step Down Securities. ISIN: XS2481058365‌ XS2688686075 WKN: GK1T70 Valor: 116688246‌ GP2LD4 Common Code: 248105836 268868607 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000,000 The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Fixed Rate Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal Nominal, subject to a termination of the Securities.‌ Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon RatePeriod in the Fixed Step Rate Period (as set out below). Settlement Date: 12 26 February 2025 Fixed 2029 Coupon RatePeriod: The Fixed Means each period commencing on (and including) the Coupon Rate Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is 1.65 per cent. p.ascheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder Coupon Payment Date shall not be entitled to payment until the next such Payment Date adjusted in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such defermentaccordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Step Rate considering the Coupon Day Count Fraction (30/360 ISDA30/360) Coupon Payment Date(s): 12 Coupon Payment Date (1): 26 February 2024 and 12 2025 Coupon Payment Date (2): 26 February 2025, each subject to the Business Day Convention. 2026 Coupon Payment Date (3): 26 February 2027 Coupon Payment Date (4): 26 February 2028 Coupon Payment Date (5): 26 February 2029 Relative seniority of the Securities‌ Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt MTF Stuttgart Stock Exchange Nature and scope of the guarantee‌ guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466including) 26 February 2024 till (excluding) 26 February 2025 2.75 per cent. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-annum

Appears in 1 contract

Samples: Step Up & Step Down Securities

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Quanto Autocallable Securities linked to The Boeing Company (the "Securities"). ISIN: XS2481058365‌ JE00BGBBLX36 WKN: GK1T70 GZ4V08 Valor: 116688246‌ 124869955 Common Code: 248105836 181486163 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 20202020 and from unaudited interim financial statements for the six months ended 30 June 2022. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ 2021 and in the interim financial statements as of 30 June 2022.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ Operating profit/(loss) 78 38 (audited23) As of 31 December 2020 (audited) (in millions USD) (in millions USD) 48 Total assets‌‌ assets 16,605 15,518 24,652 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) 817 Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 4 (131) 24 11 Cash flows from financing ac- tivities‌‌ activities N/A 125 0* 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BGBBLX36 WKN: GK1T70 GZ4V08 Valor: 116688246‌ 124869955 Common Code: 248105836 181486163 Underlying: The Boeing Company (ISIN: US0970231058) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the MSCI World 4.5% Decrement Index (the "Securities"). ISIN: XS2481058365‌ DE000GP3MN55 WKN: GK1T70 Valor: 116688246‌ GP3MN5 Common Code: 248105836 181991127 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022 and from the unaudited interim financial statements for the six months ended 30 June 2024. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (*As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As 2023 and in the financial statements as of 31 December 2020 2022 and/or in the interim financial statements for the six months ended 30 June 2024. Operating profit/(loss) 62 36 (audited10) (in millions USD) (in millions USD) 78 Total assets‌‌ 16,605 15,518 assets 46,356 34,720 49,308 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) equity 000 000 000 Cash flows from operating ac- tivities activities (outflow)‌‌ 4 outflow) 6 1 (131210) 3 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A 200 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ DE000GP3MN55 WKN: GK1T70 Valor: 116688246‌ GP3MN5 Common Code: 248105836 181991127 Underlying: MSCI World 4.5% Decrement Index (Reuters Code: .MIWO04500DEU) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NVClearstream Banking AG, 1 Boulevard du Roi Xxxxxx XXFrankfurt am Main, B-1210 BrusselsXxxxxxxxxxxxxxxxx 00, and/or Clearstream Banking00000 Xxxxxxxx, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx Xxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations of Goldman Sachs Finance Corp International Ltd to pay value of the Settlement Amount and any other amounts payable pursuant to Security will typically fall if the terms and conditions price of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Underlying falls.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to Xxxxxx.xxx, Inc. (the "Securities"). ISIN: XS2481058365‌ JE00BLS32F65 WKN: GK1T70 GK1T7G Valor: 116688246‌ 117746753 Common Code: 248105836 198686778 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 8 July 2021 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxx Xxxxxxxx Mertz and Xxxxxx XxxxxxxxXxxxxxx Xxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ profit 78 38 Summary information – balance sheet As of 31 December 2021‌ 2021 (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ assets 16,605 15,518 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 4 (131) Cash flows from financing ac- tivities‌‌ activities N/A 125 Cash flows from investing ac- tivities‌ activities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2021 and in the financial statements as of 31 December 2020. The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BLS32F65 WKN: GK1T70 GK1T7G Valor: 116688246‌ 117746753 Common Code: 248105836 198686778 Underlying: Xxxxxx.xxx, Inc. (ISIN: US0231351067) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 15,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to ING Groep N.V. (the "Securities"). ISIN: XS2481058365‌ JE00BGBBDV53 WKN: GK1T70 GZ4V1K Valor: 116688246‌ 124869833 Common Code: 248105836 181486007 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 20202020 and from unaudited interim financial statements for the six months ended 30 June 2022. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ 2021 and in the interim financial statements as of 30 June 2022.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ Operating profit/(loss) 78 38 (audited23) As of 31 December 2020 (audited) (in millions USD) (in millions USD) 48 Total assets‌‌ assets 16,605 15,518 24,652 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) 817 Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 4 (131) 24 11 Cash flows from financing ac- tivities‌‌ activities N/A 125 0* 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BGBBDV53 WKN: GK1T70 GZ4V1K Valor: 116688246‌ 124869833 Common Code: 248105836 181486007 Underlying: ING Groep N.V. (ISIN: NL0011821202) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 15,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to Adidas AG (the "Securities"). ISIN: XS2481058365‌ DE000GP3MRM2 WKN: GK1T70 Valor: 116688246‌ GP3MRM Common Code: 248105836 Code:181992123 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022 and from the unaudited interim financial statements for the six months ended 30 June 2024. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (*As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As 2023 and in the financial statements as of 31 December 2020 (audited) (2022 and/or in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year the interim financial statements for the six months ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 30 June 2024. The Issuer is subject to the following key risks:‌ risks: Operating profit/(loss) 62 36 (10) 78 Total assets 46,356 34,720 49,308 Total shareholder’s equity 000 000 000 Cash flows from operating activities (outflow) 6 1 (210) 3 Cash flows from financing activities N/A N/A 200 0* Cash flows from investing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ DE000GP3MRM2 WKN: GK1T70 Valor: 116688246‌ GP3MRM Common Code: 248105836 181992123 Underlying: Adidas AG (ISIN: DE000A1EWWW0) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NVClearstream Banking AG, 1 Boulevard du Roi Xxxxxx XXFrankfurt am Main, B-1210 BrusselsXxxxxxxxxxxxxxxxx 00, and/or Clearstream Banking00000 Xxxxxxxx, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx Xxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations value of Goldman Sachs Finance Corp International Ltd to pay the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are unconditionally and irrevocably guaranteed redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Settlement Factor applicable to

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to Rheinmetall AG (the "Securities"). ISIN: XS2481058365‌ JE00BJRSJJ12 WKN: GK1T70 Valor: 116688246‌ GP2LCU Common Code: 248105836 181489219 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As 2022 and in the financial statements as of 31 December 2020 (audited) (in millions USD) (in millions USD) 2021. Operating profit 36 78 Total assets‌‌ assets 34,720 16,605 15,518 Total shareholder’s equity‌‌ equity 709 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 1 4 (131) Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A Cash flows from investing ac- tivities‌ activities 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BJRSJJ12 WKN: GK1T70 Valor: 116688246‌ GP2LCU Common Code: 248105836 181489219 Underlying: Rheinmetall AG (ISIN: DE0007030009) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations of Goldman Sachs Finance Corp International Ltd to pay value of the Settlement Amount and any other amounts payable pursuant to Security will typically fall if the terms and conditions price of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Underlying falls.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ The present securities are Fixed Rate Autocallable Securities linked to Rheinmetall AG (the "Securities"). ISIN: XS2481058365‌ JE00BLS32K19 WKN: GK1T70 GK1T7U Valor: 116688246‌ 116687193 Common Code: 248105836 239021328 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ activities‌‌ N/A 125 Cash flows from investing ac- tivities‌ activities‌ 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2021 and in the financial statements as of 31 December 2020. The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BLS32K19 WKN: GK1T70 GK1T7U Valor: 116688246‌ 116687193 Common Code: 248105836 239021328 Underlying: Rheinmetall AG (ISIN: DE0007030009) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ The 10,000 Securities have a fixed maturity. Rights attached to the Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ The present securities are Fixed Rate Step Up & Step Down Securities (the "Securities"). ISIN: XS2481058365‌ XS2482248783‌ WKN: GK1T70 GP2K81 Valor: 116688246‌ 126293873‌ Common Code: 248105836 248224878 The Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority authority‌ The Base Prospectus was approved on 7 April 2022 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As 2022 and in the financial statements as of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 2021.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business Operating profit 36 78 Total assets 34,720 16,605 Total shareholder’s equity 709 184 Cash flows from operating activities (outflow) 1 4 Cash flows from financing activities N/A N/A Cash flows from investing activities 0* 0* activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Step Up & Step Down Securities. ISIN: XS2481058365‌ XS2482248783‌‌‌ WKN: GK1T70 GP2K81 Valor: 116688246‌ 126293873‌ Common Code: 248105836 248224878 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Step Up & Step Down Securities

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2481058365‌ JE00BLS2TL88 WKN: GK1T70 Valor: 116688246‌ GP2K84 Common Code: 248105836 181492058 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (2022 and/or in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year the interim financial statements for the six months ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 30 June 2023. The Issuer is subject to the following key risks:‌ risks: Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operat- ing activities (outflow) 1 4 3 24 Cash flows from financ- ing activities N/A N/A 0* 0* Cash flows from invest- ing activities 0* 0* 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BLS2TL88 WKN: GK1T70 Valor: 116688246‌ GP2K84 Common Code: 248105836 181492058 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations value of Goldman Sachs Finance Corp International Ltd to pay the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities are unconditionally and irrevocably guaranteed by depend on whether the guarantee of The Goldman Sachs GroupUnderlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description the term of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 Securities ends early and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Securities are redeemed

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the MSCI World 4.5% Decrement Index (the "Securities"). ISIN: XS2481058365‌ JE00BS6BBZ48 WKN: GK1T70 Valor: 116688246‌ GP2LJL Common Code: 248105836 181979330 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022. Summary information – income statement Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 profit 62 36 Summary information – balance sheet As of 31 December 2021‌ 2023 (audited) As of 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 assets 46,356 34,720 Total shareholder’s equity‌‌ 184 48 equity 337 709 Summary information – cash flow Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ 4 (131outflow) 6 1 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A Cash flows from investing ac- tivities‌ activities 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BS6BBZ48 WKN: GK1T70 Valor: 116688246‌ GP2LJL Common Code: 248105836 181979330 Underlying: MSCI World 4.5% Decrement Index (Reuters Code: .MIWO04500DEU) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Step Up & Step Down Securities (the "Securities"). ISIN: XS2481058365‌ XS2481055775 WKN: GK1T70 GK1T7V Valor: 116688246‌ 30258294 Common Code: 248105836 248105577 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Selected income statement data Operating profit‌‌ profit 78 38 Summary information – balance sheet As of 31 December 2021‌ 2021 (audited) As of 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Total assets‌‌ assets 16,605 15,518 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) IFRS (in millions USD) IFRS (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ outflow) 4 (131) Cash flows from financing ac- tivities‌‌ tivities N/A 125 Cash flows from investing ac- tivities‌ tivities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2021 and in the financial statements as of 31 December 2020. The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Step Up & Step Down Securities. ISIN: XS2481058365‌ XS2481055775 WKN: GK1T70 GK1T7V Valor: 116688246‌ 30258294 Common Code: 248105836 248105577 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ The Securities have a fixed maturity. 100,000,000 Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Step Up & Step Down Securities

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2481058365‌ JE00BLS2TL88 WKN: GK1T70 Valor: 116688246‌ GP2K84 Common Code: 248105836 181492058 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (2022 and/or in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year the interim financial statements for the six months ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 30 June 2023. The Issuer is subject to the following key risks:‌ • risks: Operating profit/(loss) 36 78 78 (23) (in millions USD) As of 31 December 2022 (audited) As of 31 December 2021 (audited) As of 30 June 202(unaudited) Total assets 34,720 16,605 39,858 Total VKDUHK equity 709 184 514 Cash flows from operat- ing activities (outflow) 1 4 3 24 Cash flows from financ- ing activities N/A N/A 0* 0* Cash flows from invest- ing activities 0* 0* 0* 0* x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive cred position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to imp access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BLS2TL88 WKN: GK1T70 Valor: 116688246‌ GP2K84 Common Code: 248105836 181492058 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations value of Goldman Sachs Finance Corp International Ltd to pay the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities are unconditionally and irrevocably guaranteed by depend on whether the guarantee of The Goldman Sachs GroupUnderlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description the term of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 Securities ends early and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Securities are redeemed

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2481058365‌ JE00BLS2TL88 WKN: GK1T70 Valor: 116688246‌ GP2K84 Common Code: 248105836 181492058 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (2022 and/or in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year the interim financial statements for the six months ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 30 June 2023. The Issuer is subject to the following key risks:‌ • risks: Operating profit/(loss) 36 78 78 (23) (in millions USD) As of 31 December 2022 (audited) As of 31 December 2021 (audited) As of 30 June 202(unaudited) Total assets 34,720 16,605 39,858 Total shareh equity 709 184 514 Cash flows from operat- ing activities (outflow) 1 4 3 24 Cash flows from financ- ing activities N/A N/A 0* 0* Cash flows from invest- ing activities 0* 0* 0* 0* x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BLS2TL88 WKN: GK1T70 Valor: 116688246‌ GP2K84 Common Code: 248105836 181492058 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations value of Goldman Sachs Finance Corp International Ltd to pay the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities are unconditionally and irrevocably guaranteed by depend on whether the guarantee of The Goldman Sachs GroupUnderlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description the term of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 Securities ends early and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Securities are redeemed

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ The present securities are Fixed Rate Capped Minimum Amount Securities linked to the EURO STOXX 50® Index (Price EUR) (the "Securities"). ISIN: XS2481058365‌ JE00BLS3L714 WKN: GK1T70 GP2K9A Valor: 116688246‌ 126294170‌‌ Common Code: 248105836 181487356 The Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority authority‌ The Base Prospectus was approved on 7 April 2022 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As 2022 and in the financial statements as of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 2021.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ The Issuer is subject to the following key risks:‌ risks: Operating profit 36 78 Total assets 34,720 16,605 Total shareholder’s equity 709 184 Cash flows from operating activities (outflow) 1 4 Cash flows from financing activities N/A N/A Cash flows from investing activities 0* 0* • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. investors.‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ The present Securities are Fixed Rate SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BLS3L714‌ WKN: GK1T70 GP2K9A Valor: 116688246‌ 126294170‌ Common Code: 248105836 181487356 Underlying: EURO STOXX 50® Index (Price EUR) (Reuters Code: .STOXX50E) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000 Securities‌ The Securities have a fixed maturity. Rights attached to the Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment‌ There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations of Goldman Sachs Finance Corp International Ltd to pay value of the Settlement Amount and any other amounts payable pursuant to Security will typically fall if the terms and conditions price of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Underlying falls.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Step Up & Step Down Securities (the "Securities"). ISIN: XS2481058365‌ XS2689069321 WKN: GK1T70 Valor: 116688246‌ GP2LFL Common Code: 248105836 268906932 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 23 February 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ 2022 and/or in the interim financial statements for the six months ended 30 June 2023. Operating profit/(loss) 36 78 78 (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD23) Total assets‌‌ assets 34,720 16,605 15,518 39,858 Total shareholder’s equity‌‌ equity 709 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) 514 Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 1 4 (131) 3 24 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A 0* 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Step Up & Step Down Securities. ISIN: XS2481058365‌ XS2689069321 WKN: GK1T70 Valor: 116688246‌ GP2LFL Common Code: 248105836 268906932 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx the "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 75,000,000 The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. Effect of underlying instrument(s) on value of investment In the case of Fixed Rate Step Up & Step Down Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal Nominal, subject to a termination of the Securities.‌ Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the a fixed coupon, i.e. the Fixed Step Rate for the respective Coupon RatePeriod in the Fixed Step Rate Period (as set out below). Settlement Date: 12 February 2025 Fixed 22 January 2030 Coupon RatePeriod: The Fixed Means each period commencing on (and including) the Coupon Rate Commencement Date or any Coupon Payment Date and ending on (but excluding) the next Coupon Payment, and each Coupon Period shall commence on or end on, as the case may be, the date on which the relevant Coupon Payment Date is 1.65 per cent. p.ascheduled to fall, disregarding any adjustment in accordance with the Business Day Convention (if any). Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder Coupon Payment Date shall not be entitled to payment until the next such Payment Date adjusted in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such defermentaccordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Step Rate considering the Coupon Day Count Fraction (30/360 ISDA30/360) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Coupon Payment Date (1): 22 January 2025 Coupon Payment Date (2): 22 January 2026 Coupon Payment Date (3): 22 January 2027 Coupon Payment Date (4): 22 January 2028 Coupon Payment Date (5): 22 January 2029 Coupon Payment Date (6): 22 January 2030 Relative seniority of the Securities‌ Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt MTF Stuttgart Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier Coupon Period Fixed Step Rate Period Fixed Step Rate 1 From (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466including) 22 January 2024 till (excluding) 22 January 2025 3.00 per cent. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-annum

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Securities (the "Securities"). ISIN: XS2481058365‌ WKNXX00XXX00X00 XXX: GK1T70 GK1T7M Valor: 116688246‌ 117745659 Common Code: 248105836 179022753 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxx Xxxxxxxx Mertz and Xxxxxx XxxxxxxxXxxxxxx Xxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income ±income statement Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ profit 78 38 Summary information – balance ±balance sheet As of 31 December 2021‌ 2021 (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ assets 16,605 15,518 Total shareholder’s equity‌‌ 7RWDO VKDUHKR 184 48 Summary information – cash ±cash flow Year ended 31 December 2021‌ 2021 (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ outflow) 4 (131) Cash flows from financing ac- tivities‌‌ tivities N/A 125 Cash flows from investing ac- tivities‌ tivities 0* 0* The Issuer is subject to the following key risks:‌ • risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive WR *6)&,¶V OLTXLGLW\ $ UHGXUFVWHLOR\Q DLIQI H*F6W* ¶*V6 )F&U,H¶G position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt marketsLWV FUHGLW ULVN *6&),¶V OLTXLGLW\ FeRbt XmaOrkGets , an inability to aEn Hina bilLityPtoS access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Securities. ISIN: XS2481058365‌ WKNXX00XXX00X00 XXX: GK1T70 GK1T7M Valor: 116688246‌ 117745659 Common Code: 248105836 179022753 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 100,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal Calculation Amount, subject to a termination of the Securities.‌ Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal Calculation Amount and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 25 July 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 2.35 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. NominalCalculation Amount: EUR 1,000.00 Coupon Amount: Nominal Calculation Amount multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 Annually, on 25th of each July, starting on 25 July 2023 up to and 12 February 2025including the scheduled Settlement Date, each subject to the Business Day Convention. Relative seniority of the Securities‌ Securities The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange MTF An admission to trading or listing of the Securities is not intended. Nature and scope of the guarantee‌ guarantee The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ Guarantor The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income ±income statement (in millions USD, except per share‌‌‌‌ share Year ended 31 Year ended 31 3-month-pe- 3-month-pe-pe- amounts) December December riod ended 31 riod ended 31 2021 (audited) 2020 (audited) March 2022 March 2021 (unaudited) (unaudited) Selected income statement data Net interest income 6,470 4,751 1,827 1,482 Commissions and fees 3,619 3,548 1,011 1,073 Provision for credit losses 357 3,098 561 -70 Total net revenues 59,339 44,560 12,933 17,704 Pre-tax earnings 27,044 12,479 4,656 8,337 Net earnings applicable to common share- holders 21,151 8,915 3,831 6,711 Earnings per common share (basic) 60.25 24.94 10.87 18.80 Summary information ±balance sheet (in millions USD) As of 31 December 2021 (audited) As of 31 December 2020 (audited) As of 31 March 2022 (unaudited) Total assets 1,463,988 1,163,028 1,589,441 Unsecured borrowings excluding subordi- nated borrowings 287,642 251,247 303,137 Subordinated borrowings 13,405 15,104 13,331 Customer and other receivables 160,673 121,331 174,637 Customer and other payables 251,931 190,658 292,981 7RWDO OLDELOLWLHV 1,463,988 1,163,028 1,589,441 (in per cent.) Common Equity Tier 1 (CET1) capital ra- tio (standardized) 14.2 14.7 14.4 Total capital ratio (standardized) 17.9 19.5 18.1 Tier 1 leverage ratio 7.3 8.1 7.1 Most material risk factors pertaining to the Guarantor The Guarantor is subject to the following key risks: x Security Holders are exposed to the creditworthiness of GSG as guarantor of the Securities. GSG faces a variety of risks that are substantial and inherent in its businesses, including the following risks: Market risks, liquidity risks, credit risks, market developments and general business environment risks, operational risks, legal and regulatory risks and competition risks. If one of these risks materializes this may negatively affect GSG's earnings and/or finan- cial condition and, therefore, its ability to fulfil payment obligations as Guarantor under the Securities. In the event that neither GSFCI nor GSG are able to fulfil their obligations under the Securities the security holder may suffer a loss or even a total loss. The specific risk factors related to the Securities are described below:

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to Shell PLC (the "Securities"). ISIN: XS2481058365‌ XS2093940653 WKN: GK1T70 GK1T8Q Valor: 116688246‌ 116687925 Common Code: 248105836 209394065 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 8 July 2021 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxxx Xxxxxxxx Mertz and Xxxxxx XxxxxxxxXxxxxxx Xxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2020 and 31 December 2020 2019 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2020 for each of the two years in the period ended 31 December 2021 2020 and 31 December 20202019 and from unaudited interim financial statements for the six months ended 30 June 2021. The Financial Statements 2019 of the Issuer have been prepared under United Kingdom Generally Accepted Accounting Practices ("U.K. GAAP") in accordance with FRS 101 Reduced Disclosure Framework ("FRS 101"). As such, the Issuer has prepared IFRS transition disclosures required by IFRS 1 (First-time adoption of International Financial Reporting Standards). Summary information – income statement Year ended 31 December 2021‌ 2020 (audited) Year ended 31 December 2020 2019 (audited) Six months ended 30 June 2021 (unaudited) Six months ended 30 June 2020 (unaudited) IFRS (in millions USD) millions IFRS (in millions USD) millions U.K. GAAP (in thousands USD) IFRS (in USD) millions IFRS (in USD) millions Selected income statement data income Operating profit‌‌ 78 profit/(loss) 38 (2) (1,919) 48 (12) Summary information – balance sheet As of 31 December 2021‌ 2020 (audited) As of 31 December 2020 2019 (audited) As of 30 June 2021 (unaudited) IFRS (in millions USD) millions IFRS (in USD) millions U.K. GAAP (in thousands USD) IFRS (in millions USD) Total assets‌‌ 16,605 assets 15,518 12,590 12,589,557 16,005 Total shareholder’s equity‌‌ 184 equity 48 23 22,736 103 Summary information – cash flow Year ended 31 December 2021‌ 2020 (audited) Year ended 31 December 2020 2019 (audited) Six months ended 30 June 2021 (unaudited) Six months ended 30 June 2020 (unaudited) IFRS (in millions USD) IFRS (in millions USD) U.K. GAAP (in thousands USD) IFRS (in millions USD) IFRS (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ 4 outflow) (131) (22) (21,192) 11 10 Cash flows from financing ac- tivities‌‌ N/A activities 125 25 25,000 0.0* 0.0* Cash flows from investing ac- tivities‌ 0activities 0.0* 00.0* 0.0 0.0* 0.0* * As values are nil they are not included in the financial statements as of 31 December 2020 and in the interim financial statements as 30 June 2021. The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ XS2093940653 WKN: GK1T70 GK1T8Q Valor: 116688246‌ 116687925 Common Code: 248105836 209394065 Underlying: Shell PLC (ISIN: GB00BP6MXD84) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 15,000,000 The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Capped Minimum Amount Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2481058365‌ JE00BS6BJ507 WKN: GK1T70 Valor: 116688246‌ GP3MPE Common Code: 248105836 181991291 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022 and from the unaudited interim financial statements for the six months ended 30 June 2024. Summary information – income statement Year ended *As values are nil they are not included in the financial statements as of 31 December 2021‌ (audited) Year ended 2023 and in the financial statements as of 31 December 2020 2022 and/or in the interim financial statements for the six months ended 30 June 2024. Operating profit/(loss) 62 36 (audited10) 78 (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As of 31 December 2021‌ 2023 (audited) As of 31 December 2020 2022 (audited) (in millions USD) (in millions USDAs of 30 June 202(unaudited) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) assets 46,356 34,720 49,308 7RWDO VKDUH 000 000 000 Cash flows from operating ac- tivities activities (outflow)‌‌ 4 outflow) 6 1 (131210) 3 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A 200 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • risks: x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. x Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. x Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive WR *6)&,¶V OLTXLGLW\ $ UHGXFWLRQ* 6L)Q& ,*¶6V* ¶OVL TFXULHGG position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to LWV FUHGLW ULVN *6&),¶V OLTXLGLW\ FRXOG aEn Hina bilLityPtoS access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BS6BJ507 WKN: GK1T70 Valor: 116688246‌ GP3MPE Common Code: 248105836 181991291 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Capped Minimum Amount Securities linked to the MSCI World Index (the "Securities"). ISIN: XS2481058365‌ JE00BS6BHC31 WKN: GK1T70 Valor: 116688246‌ GP2L13 Common Code: 248105836 181990899 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022 and from the unaudited interim financial statements for the six months ended 30 June 2024. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (*As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As 2023 and in the financial statements as of 31 December 2020 2022 and/or in the interim financial statements for the six months ended 30 June 2024. Operating profit/(loss) 62 36 (audited10) (in millions USD) (in millions USD) 78 Total assets‌‌ 16,605 15,518 assets 46,356 34,720 49,308 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) equity 000 000 000 Cash flows from operating ac- tivities activities (outflow)‌‌ 4 outflow) 6 1 (131210) 3 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A 200 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BS6BHC31 WKN: GK1T70 Valor: 116688246‌ GP2L13 Common Code: 248105836 181990899 Underlying: MSCI World Index (Reuters Code: .MIWO00000PUS) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations of Goldman Sachs Finance Corp International Ltd to pay value of the Settlement Amount and any other amounts payable pursuant to Security will typically fall if the terms and conditions price of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Underlying falls.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to eBay Inc. (the "Securities"). ISIN: XS2481058365‌ JE00BS6B7Y54 WKN: GK1T70 Valor: 116688246‌ Common XX0XX0 Xxxxxx Code: 248105836 181977515 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022. Summary information – income statement Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 profit 62 36 Summary information – balance sheet As of 31 December 2021‌ 2023 (audited) As of 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 assets 46,356 34,720 Total shareholder’s equity‌‌ 184 48 equity 337 709 Summary information – cash flow Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ 4 (131outflow) 6 1 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A Cash flows from investing ac- tivities‌ activities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022. The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BS6B7Y54 WKN: GK1T70 Valor: 116688246‌ Common XX0XX0 Xxxxxx Code: 248105836 181977515 Underlying: eBay Inc. (ISIN: US2786421030) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 10,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the MSCI World 4.5% Decrement Index (the "Securities"). ISIN: XS2481058365‌ JE00BGBBF535 WKN: GK1T70 Valor: 116688246‌ GP2K9L Common Code: 248105836 181980672 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022. Summary information – income statement Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 profit 62 36 Summary information – balance sheet As of 31 December 2021‌ 2023 (audited) As of 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 assets 46,356 34,720 Total shareholder’s equity‌‌ 184 48 equity 337 709 Summary information – cash flow Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ 4 (131outflow) 6 1 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A Cash flows from investing ac- tivities‌ activities 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BGBBF535 WKN: GK1T70 Valor: 116688246‌ GP2K9L Common Code: 248105836 181980672 Underlying: MSCI World 4.5% Decrement Index (Reuters Code: .MIWO04500DEU) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed to Floating Rate Securities (the "Securities"). ISIN: XS2481058365‌ XS2653933908 WKN: GK1T70 GP2K83 Valor: 116688246‌ 129579950 Common Code: 248105836 265393390 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority The Base Prospectus was approved on 7 April 2022 19 February 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 549300KQWCT26VXWW684. Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ 2022 and/or in the interim financial statements for the six months ended 30 June 2023. Operating profit/(loss) 36 78 78 (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD23) Total assets‌‌ assets 34,720 16,605 15,518 39,858 Total shareholder’s equity‌‌ equity 709 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) 514 Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 1 4 (131) 3 24 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A 0* 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed to Floating Rate Securities. ISIN: XS2481058365‌ XS2653933908 WKN: GK1T70 GP2K83 Valor: 116688246‌ 129579950 Common Code: 248105836 265393390 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 30,000,000 The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed to Floating Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal Nominal, subject to a termination of the Securities.‌ Securities. Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon RateRate during the Fixed Coupon Period and the Floating Coupon Rate during the Floating Coupon Rate Period. Settlement Date: 12 February 10 April 2030 Fixed Coupon Period: The period from, and including, the coupon commencement date (10 April 2024) to, but excluding, Last Specified Coupon Payment Date (Fixed). Floating Coupon Rate Period: The period from, and including, the Last Specified Coupon Payment Date (Fixed) to, but excluding, the coupon cessation date (10 April 2030). Last Specified Coupon Payment Date (Fixed): 10 April 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 5.60 per cent. p.aper annum Floating Coupon Rate: Inflation Factor (determined on the basis of the development of the Inflation Index) Inflation Index: Eurostat Eurozone HICP Ex Tobacco Unrevised Series NSA (Screen Page: CPTFEMU Index). Inflation Factor: The difference between (a) the quotient of the Relevant Level for the relevant Reference Month(t) allocated to the respective Coupon Determination Date and the Relevant Level for the preceding Reference Month(t-1) and (b) one (1). The Inflation Factor shall be at least be zero (0). Relevant Level: The level of the Inflation Index which is published or announced for the relevant Reference Month and which is relevant for the determination of the Inflation Factor. Reference Month: Coupon Determination Date: Coupon Determination Date (1): Coupon Payment Date (2) Coupon Determination Date (2): Coupon Payment Date (3) Coupon Determination Date (3): Coupon Payment Date (4) Coupon Determination Date (4): Coupon Payment Date (5) Coupon Determination Date (5): Coupon Payment Date (6) Coupon Payment Date(s): Coupon Payment Date (1): 10 April 2025 Coupon Payment Date (2): 10 April 2026 Coupon Payment Date (3): 10 April 2027 Coupon Payment Date (4): 10 April 2028 Coupon Payment Date (5): 10 April 2029 Coupon Payment Date (6): 10 April 2030, each subject to the Business Day Convention. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder Coupon Payment Date shall not be entitled to payment until the next such Payment Date adjusted in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such defermentaccordance with any Business Day Convention. Nominal: EUR 1,000.00 Coupon Amount: For Coupon Amounts that fall within the Fixed Coupon Period: the Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-30/360).

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Capped Minimum Amount Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2481058365‌ JE00BS6BJ507 WKN: GK1T70 Valor: 116688246‌ GP3MPE Common Code: 248105836 181991291 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022 and from the unaudited interim financial statements for the six months ended 30 June 2024. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (*As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As 2023 and in the financial statements as of 31 December 2020 2022 and/or in the interim financial statements for the six months ended 30 June 2024. Operating profit/(loss) 62 36 (audited10) (in millions USD) (in millions USD) 78 Total assets‌‌ 16,605 15,518 assets 46,356 34,720 49,308 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) equity 000 000 000 Cash flows from operating ac- tivities activities (outflow)‌‌ 4 outflow) 6 1 (131210) 3 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A 200 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BS6BJ507 WKN: GK1T70 Valor: 116688246‌ GP3MPE Common Code: 248105836 181991291 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ The present securities are Fixed Rate Quanto Autocallable Securities linked to Alphabet Inc. - Class A (the "Securities"). ISIN: XS2481058365‌ WKNXX00XXXXX000 XXX: GK1T70 GZ4V1B Valor: 116688246‌ 124870134 Common Code: 248105836 181486244 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 20202020 and from unaudited interim financial statements for the six months ended 30 June 2022. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ 2021 and in the interim financial statements as of 30 June 2022.‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ Operating profit/(loss) 78 38 (audited23) As of 31 December 2020 (audited) (in millions USD) (in millions USD) 48 Total assets‌‌ assets 16,605 15,518 24,652 Total shareholder’s equity‌‌ equity 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) 817 Cash flows from operating ac- tivities activities (outflow)‌‌ outflow) 4 (131) 24 11 Cash flows from financing ac- tivities‌‌ activities N/A 125 0* 0* Cash flows from investing ac- tivities‌ activities 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ WKNXX00XXXXX000 XXX: GK1T70 GZ4V1B Valor: 116688246‌ 124870134 Common Code: 248105836 181486244 Underlying: Alphabet Inc. - Class A (ISIN: US02079K3059) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 5,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the MSCI World 4.5% Decrement Index (the "Securities"). ISIN: XS2481058365‌ JE00BLS3DP32 WKN: GK1T70 Valor: 116688246‌ GP2LKP Common Code: 248105836 181982969 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022. Summary information – income statement Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 profit 62 36 Summary information – balance sheet As of 31 December 2021‌ 2023 (audited) As of 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 assets 46,356 34,720 Total shareholder’s equity‌‌ 184 48 equity 337 709 Summary information – cash flow Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ 4 (131outflow) 6 1 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A Cash flows from investing ac- tivities‌ activities 0* 0* The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BLS3DP32 WKN: GK1T70 Valor: 116688246‌ GP2LKP Common Code: 248105836 181982969 Underlying: MSCI World 4.5% Decrement Index (Reuters Code: .MIWO04500DEU) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ The present securities are Fixed Rate Capped Floored Floater Securities (the "Securities"). ISIN: XS2481058365‌ XS2481069487‌ WKN: GK1T70 GK1T8D Valor: 116688246‌ 30258301‌ Common Code: 248105836 248106948 The Issuer‌ Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Competent authority authority‌ The Base Prospectus was approved on 7 April 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 and 31 December 2020 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 2019. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate Capped Floored Floater Securities. ISIN: XS2481058365‌ XS2481069487‌‌‌ WKN: GK1T70 GK1T8D Valor: 116688246‌ 30258301‌ Common Code: 248105836 248106948 Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 5,000,000‌ The Securities have a fixed maturity. Rights attached to the Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a return on the Securities. In the case of Fixed Rate Capped Floored Floater Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal Nominal, subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Floating Coupon RateRate (subject to the Maximum Coupon (Cap) and the Minimum Coupon (Floor)). Settlement Date: 12 February 2025 Fixed 9 September 2027 Floating Coupon Rate: The Fixed Reference Rate, but at the most the Maximum Coupon Rate is 1.65 (Cap) and at least the Minimum Coupon (Floor). Reference Rate: 3-Months EURIBOR (Reuters Page: EURIBOR01) Minimum Coupon (Floor): 2.00 per cent. p.a.‌ Maximum Coupon (Cap): 3.80 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Floating Coupon Rate (subject to the Maximum Coupon (Cap) and the Min- imum Coupon (Floor)) considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 Quarterly, on 9 March, 9 June, 9 September and 12 February 20259 December of each year, starting on 9 December 2022 up to and including the scheduled Settlement Date, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-pe- amounts) December December riod ended 31 riod ended 31 2021 (audited) 2020 (audited) March 2022 March 2021 (unaudited) (unaudited) Selected income statement data Net interest income‌‌‌‌ 6,470 4,751 1,827 1,482 Commissions and fees‌‌‌‌ 3,619 3,548 1,011 1,073 Provision for credit losses‌‌‌‌ 357 3,098 561 -70 Total net revenues‌‌‌‌ 59,339 44,560 12,933 17,704 Pre-tax earnings‌‌‌‌ 27,044 12,479 4,656 8,337 Net earnings applicable to common share-‌‌‌‌ 21,151 8,915 3,831 6,711 holders Earnings per common share (basic)‌‌‌‌ 60.25 24.94 10.87 18.80 Summary information – balance sheet (in millions USD)‌‌‌ As of 31 December As of 31 December As of 31 March 2021 (audited) 2020 (audited) 2022 (unaudited) Total assets‌‌‌ 1,463,988 1,163,028 1,589,441 Unsecured borrowings excluding subordi-‌‌‌ 287,642 251,247 303,137 xxxxx borrowings Subordinated borrowings‌‌‌ 13,405 15,104 13,331 Customer and other receivables‌‌‌ 160,673 121,331 174,637 Customer and other payables‌‌‌ 251,931 190,658 292,981 Total liabilities and shareholders’ equity‌‌‌ 1,463,988 1,163,028 1,589,441 (in per cent.) Common Equity Tier 1 (CET1) capital ra-‌‌‌ 14.2 14.7 14.4

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Capped Minimum Amount Securities linked to the EURO STOXX® Banks (Price EUR) Index (the "Securities"). ISIN: XS2481058365‌ DE000GP2LTS9 WKN: GK1T70 GP2LTS Valor: 116688246‌ 129580063 Common Code: 248105836 181986743 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 13 March 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International Bank Europe SE ("GSIGSBE") or an appropriately licensed affiliate of GSIGSBE. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate groupaffiliates. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. are Xxxxxx Xxxxxxxx, Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx XxXxxxx, Xx Xxxxxxxx and Xxxxxx XxxxxxxxXxxxxxx Xxx Xxx Xxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2023 and 31 December 2020 2022 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More 0 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2023 for each of the two years in the period ended 31 December 2021 2023 and 31 December 20202022. Summary information – income statement Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 profit 62 36 Summary information – balance sheet As of 31 December 2021‌ 2023 (audited) As of 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 assets 46,356 34,720 Total shareholder’s equity‌‌ 184 48 equity 337 709 Summary information – cash flow Year ended 31 December 2021‌ 2023 (audited) Year ended 31 December 2020 2022 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities activities (outflow)‌‌ 4 (131outflow) 6 1 Cash flows from financing ac- tivities‌‌ activities N/A 125 N/A Cash flows from investing ac- tivities‌ activities 0* 0* * As values are nil they are not included in the financial statements as of 31 December 2023 and in the financial statements as of 31 December 2022. The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued authorised share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192023. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesCapped Minimum Amount Securities linked to the Underlying. ISIN: XS2481058365‌ DE000GP2LTS9 WKN: GK1T70 GP2LTS Valor: 116688246‌ 129580063 Common Code: 248105836 181986743 Underlying: EURO STOXX® Banks (Price EUR) Index (Reuters Code: .SX7E) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NVClearstream Banking AG, 1 Boulevard du Roi Xxxxxx XXFrankfurt am Main, B-1210 BrusselsXxxxxxxxxxxxxxxxx 00, and/or Clearstream Banking00000 Xxxxxxxx, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx Xxxxxxx (xxx the "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 1,000,000‌ 150,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Final Terms

Introduction. Description and securities identification number‌ The present securities are Fixed Rate Autocallable Securities linked to Xxxxxx.xxx, Inc. (the "Securities"). ISIN: XS2481058365‌ WKNXX00XXXX0000 XXX: GK1T70 Valor: 116688246‌ GP2K7T Common Code: 248105836 181495103 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- CurieXxxxx-StrXxxxx-Xxx. 2400-2800, 60439 Frankfurt00000 Xxxxxxxxx, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement (in millions USD)‌‌‌‌ Year ended 31 December 2021‌ 2022 (audited) Year ended 31 December 2020 2021 (audited) Six months ended 30 June 2023 (in millions USDunaudited) Six months ended 30 June 2022 (in millions USDunaudited) Selected income statement data Operating profit‌‌ profit/(loss)‌‌‌ 36 78 38 78 (23) Summary information – balance sheet (in millions USD)‌‌‌ As of 31 December 2021‌ 2022 (audited) As of 31 December 2020 2021 (audited) As of 30 June 2023 (in millions USD) (in millions USDunaudited) Total assets‌‌ assets‌‌‌ 34,720 16,605 15,518 39,858 Total shareholder’s equity‌‌ equity‌‌‌ 709 184 48 514 Summary information – cash flow (in millions USD)‌‌‌‌ Year ended 31 December 2021‌ 2022 (audited) Year ended 31 December 2020 2021 (audited) Six months ended 30 June 2023 (in millions USDunaudited) Six months ended 30 June 2022 (in millions USDunaudited) Cash flows from operating ac- tivities activities (outflow)‌‌ outflow)‌‌‌‌ 1 4 (131) 3 24 Cash flows from financing ac- tivities‌‌ activities‌‌ N/A 125 N/A 0* 0* Cash flows from investing ac- tivities‌ activities‌ 0* 0* 0* 0* The Issuer is subject to the following key risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BGBB6722 WKN: GK1T70 Valor: 116688246‌ GP2K7T Common Code: 248105836 181495103 Underlying: Xxxxxx.xxx, Inc. (ISIN: US0231351067) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues issue size, term of the Securities‌ The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 10,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability of the Securities Subject to potential selling restrictions, the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope of the guarantee‌ The obligations of Goldman Sachs Finance Corp International Ltd to pay of the Settlement Amount and any other amounts payable pursuant to the terms and conditions of the Securities are unconditionally and irrevocably guaranteed by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number‌ number The present securities are Fixed Rate Autocallable Securities linked to the S&P 500® Index (the "Securities"). ISIN: XS2481058365‌ JE00BGBBJQ21 WKN: GK1T70 Valor: 116688246‌ GP0TL5 Common Code: 248105836 181494603 The Issuer‌ Issuer Goldman Sachs Finance Corp International ("GSFCI"). Its registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX and its Legal Entity Identifier (LEI) is 549300KQWCT26VXWW684. The Offeror(s)‌ Offeror(s) Goldman Sachs Bank Europe SE, Legal Entity Identifier (LEI): 8IBZUGJ7JPLH368JE346; Contact details: Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx. Xxxxxxx Competent authority The Base Prospectus was approved on 7 April 2022 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Marie- Ma- rie-Curie-Str. 24-28, 60439 Frankfurt, Federal Republic of Germany (phone number: +00 (0)000 00000). Domicile and legal form, legislation and country of incorporation‌ incorporation Goldman Sachs Finance Corp International Ltd ("GSFCI") was incorporated in Jersey on 19 October 2016 as a public company with limited liability under the Companies (Jersey) Law 1991 for an unlimited duration. GSFCI's registered office is at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx, Xxxxxx XX0 0XX. GSFCI is registered with the Companies Registry in Jersey with registration number 122341. It has the following legal entity identifier (LEI): 549300KQWCT26VXWW684 Principal Activities GSFCI has been established for the purpose of issuing debt securities (including structured notes, warrants and certificates) in a number of European and Asian markets (e.g. Switzerland, France, The Netherlands, United Kingdom, Hong Kong and Singapore), lending and entering into derivatives transactions with its affiliates. The securities issued by GSFCI are sold to Goldman Sachs International ("GSI") or an appropriately licensed affiliate of GSI. GSFCI issues debt securities primarily to raise funding which is lent to other members of the corporate group. Major Shareholders The Issuer is a wholly-owned subsidiary of GS Global Markets, Inc. ("GS GM"). GS GM is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by GS GM. Key Managing Directors‌ Directors The directors of Goldman Sachs Finance Corp International Ltd. Ltd are Xxxxxxxx Xxxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx. Statutory Auditors‌ Auditors The annual financial statements of GSFCI for the periods ended 31 December 2021 2022 and 31 December 2020 2021 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales. The following table shows selected key historical financial information prepared in accordance with International Financial Reporting Standards ("IFRS") in relation to the Issuer which is derived from the audited financial statements as of 31 December 2021 2022 for each of the two years in the period ended 31 December 2021 2022 and 31 December 20202021 and from the unaudited interim financial statements for the six months ended 30 June 2023. Summary information – income statement Year ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (* As values are nil they are not included in millions USD) (in millions USD) Selected income statement data Operating profit‌‌ 78 38 Summary information – balance sheet As the financial statements as of 31 December 2021‌ (audited) As of 31 December 2020 (audited) (2022 and/or in millions USD) (in millions USD) Total assets‌‌ 16,605 15,518 Total shareholder’s equity‌‌ 184 48 Summary information – cash flow Year the interim financial statements for the six months ended 31 December 2021‌ (audited) Year ended 31 December 2020 (audited) (in millions USD) (in millions USD) Cash flows from operating ac- tivities (outflow)‌‌ 4 (131) Cash flows from financing ac- tivities‌‌ N/A 125 Cash flows from investing ac- tivities‌ 0* 0* 30 June 2023. The Issuer is subject to the following key risks:‌ risks: • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the nature of GSFCI as an issuance vehicle with limited assets. Besides issuing debt securities, lending these proceeds to affiliates and entering into derivative transactions with affiliates for hedging purposes GSFCI does not carry out any other operating business Operating profit/(loss) 36 78 78 (23) Total assets 34,720 16,605 39,858 Total shareholder’s equity 709 184 514 Cash flows from operating activities (outflow) 1 4 3 24 Cash flows from financing activities N/A N/A 0* 0* Cash flows from investing activities 0* 0* 0* 0* activities. The issued share capital of GSFCI amounts to USD 10,000,000 only as at 31 December 20192022. Investors are therefore exposed to a significantly greater credit risk by purchasing the Securities compared to securities issued by an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSFCI, an investment in a security issued by GSFCI may mean the complete loss of the invested amount (risk of total loss), if the risk cannot be absorbed by a guarantee issued by The Goldman Sachs Group, Inc. ("GSG") in favor of the investors. • Investors are exposed to the risks relating to the creditworthiness of GSFCI due to the dependency of GSFCI on hedging arrangements. To hedge its claims arising from the issued securities, GSFCI enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSFCI is exposed to the risk of default and insolvency risk of the parties with whom GSFCI concludes hedging transactions. Since GSFCI enters into such hedging transactions primarily with Goldman Sachs entities, GSFCI is exposed to a so-called cluster risk. Therefore, an illiquidity or insolvency of companies affiliated with GSFCI may directly result in an insolvency of GSFCI. • Investors are exposed to the risk relating to the creditworthiness of GSFCI as a subsidiary of GSG. GSCFI is an indirect, wholly-owned subsidiary of GSG and depends on GSG for capital. The credit ratings of GSG are important to GSFCI’s liquidity. A reduction in GSG’s credit ratings could adversely affect GSFCI’s liquidity and competitive position, increase borrowing costs or limit access to the capital markets. There is no rating of the company regarding its credit risk. GSCFI’s liquidity could be impaired by an inability to access unsecured debt markets, an inability to access funds from GSG, or unforeseen outflows of cash. An insolvency of GSFCI may occur despite of the fact that GSFCI is an indirect subsidiary of GSG. A potential failure of GSG or a company affiliated with GSG and measures taken in accordance with the U.S. Resolution Regimes may also affect GSFCI. Except for the guarantee of GSG or another Goldman Sachs entity no further credit enhancement is provided. As a consequence, in case the hedging arrangements prove to be insufficient to satisfy the claims of all holders and the guarantor fails to satisfy the liabilities arising from the guarantee, investors may lose parts of their investment or their entire investment (risk of total loss). Product type, underlying, type and class of the Securities‌ Securities The present Securities are Fixed Rate SecuritiesAutocallable Securities linked to the Underlying. ISIN: XS2481058365‌ JE00BGBBJQ21 WKN: GK1T70 Valor: 116688246‌ GP0TL5 Common Code: 248105836 181494603 Underlying: S&P 500® Index (Reuters Code: .SPX) Securities issued by the Issuer are bearer notes and will be represented by a permanent global bearer note (the "Global Bearer Note"). The Global Bearer Note is deposited with Euroclear Bank SA/NV, 1 Boulevard du Roi Xxxxxx XX, B-1210 Brussels, and/or Clearstream Banking, société anonyme, 00 Xxxxxx XX Xxxxxxx, X-0000 Xxxxxxxxxx (xxx "Relevant Clearing System"). Currency, issues size, term of the Securities‌ Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 1,000,000‌ 50,000 Securities The Securities have a fixed maturity. Rights attached to the Securities‌ Securities The form and content of the Securities and all rights and obligations of the Issuer and of the Security Holders will be governed by, and construed in all respects in accordance with the laws of Germany. The form and content of the Guaran- tee Guarantee and all rights and obligations arising out of or in connection with it are governed by the laws of Germany. The Securities give the right to each holder of Securities to receive a potential return on the Securities. In Effect of underlying instrument(s) on value of investment There is a relationship between the case of Fixed Rate Securities, the Security Holder receives at maturity a Settlement Amount equal to the Nominal , subject to a termination of the Securities.‌ Furthermore, the Security Holder receives on the Coupon Payment Date(s) an interest amount which is determined on the basis of the Nominal and the coupon, i.e. the Fixed Coupon Rate. Settlement Date: 12 February 2025 Fixed Coupon Rate: The Fixed Coupon Rate is 1.65 per cent. p.a. Business Day Convention: If the Coupon Payment Date falls on a date which is not a Payment Date, then the Security Holder shall not be entitled to payment until the next such Payment Date in the relevant place. The Security Holder shall not be entitled to further interest or other payment in respect of such delay nor, as the case may be, shall the amount of interest to be paid be reduced due to such deferment. Nominal: EUR 1,000.00 Coupon Amount: Nominal multiplied by the Fixed Coupon Rate considering the Coupon Day Count Fraction (30/360 ISDA) Coupon Payment Date(s): 12 February 2024 and 12 February 2025, each subject to the Business Day Convention. Relative seniority of the Securities‌ The Securities of each Series constitute direct, unsecured, and unsubordinated obligations of the Issuer, which rank equally among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer, save for those obligations that may be preferred by provisions of law that are mandatory and of general application. Restrictions on free transferability economic value of the Securities Subject to potential selling restrictions, and the Securities will be freely transferable. Application for admission to trading on a regulated market or for trading on an MTF‌ Frankfurt Stock Exchange Nature and scope economic value of the guarantee‌ Underlying. The obligations value of Goldman Sachs Finance Corp International Ltd to pay the Security will typically fall if the price of the Underlying falls. The Securities have the characteristic such that the level of the Settlement Amount and any other amounts payable pursuant to the terms and conditions time for redemption of the Securities depend on whether the Underlying Price has reached or exceeded the Settlement Level on a certain Valuation Date ("Early Settlement Event"). If this is the case, the term of the Securities ends early and the Securities are unconditionally and irrevocably guaranteed redeemed early, whereby the Settlement Amount equals the Calculation Amount multiplied by the guarantee of The Goldman Sachs Group, Inc. The Guarantee will rank pari passu with all other unsecured and unsubordinated indebtedness of The Goldman Sachs Group, Inc. Brief description of the Guarantor‌ The Goldman Sachs Group, Inc. Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584 The Goldman Sachs Group, Inc. is organised in the State of Delaware in the United States as a corporation pursuant to the Delaware General Corporation Law, having unlimited duration and registration number 2923466. The business address of the directors of The Goldman Sachs Group, Inc. is 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx. Relevant key financial information of the Guarantor The following table shows selected key historical financial information prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) in relation to the Guarantor which is derived from the audited consolidated financial statements as of 31 December 2021 for each of the two years in the period ended 31 December 2021 and 31 December 2020 and the unaudited consolidated financial statements for the period ended 31 March 2022: Summary information – income statement (in millions USD, except per share‌‌‌‌ Year ended 31 Year ended 31 3-month-pe- 3-month-pe-Settlement Factor applicable to

Appears in 1 contract

Samples: Endgültige Bedingungen