Common use of Introduction Clause in Contracts

Introduction. Description and securities identification number The present securities are Quanto Autocallable Securities linked to the ICE Xxxxx Crude Oil Future (Generic Front Month Future) (the "Securities"). ISIN: DE000GX5ZFD3 WKN: GX5ZFD Valor: 41820448 Common Code: 163605376 The Issuer Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), 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 Goldman, Sachs & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation of the Issuer for the financial years ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 and 31 December 2021 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). Summary information – income statement (in thousands EUR) Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) Selected income statement data Income taxes -103 -462 Income after taxes / Net income for the year 239 985 Summary information – balance sheet (in thousands EUR) As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- ted) Total assets 7,888,236 6,754,017 Capital and reserves 9,887 9,648 Summary information – cash flow (in thousands EUR) As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- ted) Cash flows from operating activities 1,518 3,318 Cash flows from financing activities 0 0 Cash flows from investing activities 0 0 The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed to a so-called cluster risk. Therefore, an il- liquidity or insolvency of companies affiliated with GSW may directly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 WKN: GX5ZFD Valor: 41820448 Common Code: 163605376 Underlying: ICE Xxxxx Xxxxx Oil Future (Generic Front Month Future) (Bloomberg Page: CO1 Comdty & CO2 Comdty) 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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 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 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.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Multi Autocallable Securities linked to the ICE Xxxxx Crude Oil Future S&P 500® Index, the SMI® Index and the EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX4Y0U9 WKN: GX5ZFD GX4Y0U Valor: 41820448 41822024 Common Code: 163605376 163595354 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 8 July 2021 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rie-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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Mazars Auditors‌ PricewaterhouseCoopers GmbH & Co. KG Wirtschaftsprüfungsgesellschaft SteuerberatungsgesellschaftWirtschaftsprüfungsgesellschaft, XxxxxxxXxxxxxxxx-Xxxxx-Xxx 0Xxxxxx 00 – 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation information of the Issuer for the financial years ended 31 December 2022 2020 and 31 December 2021 2019 and have issued an unqualified auditor's auditor´s report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 2020 and 31 December 2019 and from the unaudited half year report for the six months ended 30 June 2021 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). HGB).‌ Summary information – income statement (in thousands EUR) EUR)‌‌‌‌ Year ended Year ended Six months Six months 31 December 2022 31 December ended 30 June ended 30 June 2020 (audited) Year ended 31 December 2019 (audited) 2021 (auditedunau- 2020 (unau- dited) dited) Selected income statement data Income taxes -103 -462 taxes‌‌‌‌ -752 -814 -357 -422 Income after taxes / Net income for for‌‌‌‌ 1,612 1,000 000 000 the year 239 985 Summary information – balance sheet (in thousands EUR) EUR)‌‌‌ As at 31 December 2022 (audi- ted) As at 31 December As at 30 June 2021 (audi- tedun- 2020 (audited) 2019 (audited) audited) Total assets 7,888,236 6,754,017 assets‌‌‌ 8,023,593 7,786,953 10,956,669 Capital and reserves 9,887 9,648 reserves‌‌‌ 8,663 7,051 9,425 Summary information – cash flow (in thousands EUREUR)‌‌‌ As at 31 December 2020 (audited) As at 31 December 2022 2019 (audi- tedaudited) As at 31 December 30 June 2021 (audi- tedun- audited) Cash flows from operating activities 1,518 3,318 activities‌‌‌ 181 -1,782 -7,960 Cash flows from financing activities activities‌ 0 0 0 Cash flows from investing activities activities‌ 0 0 0 The Issuer is subject to the following key risks: risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore therefore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewiththere- with, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed ex- posed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly di- rectly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Multi Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX4Y0U9 WKN: GX5ZFD GX4Y0U Valor: 41820448 41822024 Common Code: 163605376 163595354 Underlying: ICE Xxxxx Xxxxx Oil Future Basket of Indices: Basket Component 1: S&P 500® Index (Generic Front Month FutureReuters Code: .SPX) Basket Component 2: SMI® Index (Reuters Code: .SSMI) Basket Component 3: EURO STOXX 50® Index (Price EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 5,000,000 10,000,000‌ 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 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. Effect of underlying instrument(s) on value of investment‌ There is a relationship between the economic value of the Securities and the economic value of the Basket Components. The value of the Security will typically fall if the price of a Basket Component falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Prices of all Basket Components have reached or exceeded the respective 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 redeemed early following the Valuation Date on which the Basket Components have reached or exceeded the respective Settlement Level, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Multi Autocallable Securities linked to the ICE Xxxxx Crude Oil Future S&P 500® Index, the SMI® Index and the EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX5KF00 WKN: GX5ZFD GX5KF0 Valor: 41820448 41819681 Common Code: 163605376 163598019 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rie-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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Auditors‌ Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation of the Issuer for the financial years year ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each such case. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Xxxxxxxxx-Xxxxx-Anlage 35 – 37, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx were the independent auditors of the Issuer and have audited the historical financial information of the Issuer for the financial year ended 31 December 2020 and have issued an unqualified auditor´s report (Bestätigungsver- merk) in such case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 2021 and 31 December 2021 2020 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). Summary information – income statement (in thousands EUR) Year ended 31 December 2022 (audited) EUR)‌‌ Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) Selected income statement data Income taxes -103 taxes‌‌ -462 -752 Income after taxes / Net income for the year 239 year‌‌ 985 1,612 Summary information – balance sheet (in thousands EUR) As at 31 December 2022 (audi- ted) EUR)‌‌ As at 31 December 2021 (audi- ted) As at 31 December 2020 (audi- ted) Total assets 7,888,236 assets‌‌ 6,754,017 8,023,593 Capital and reserves 9,887 reserves‌‌ 9,648 8,663 Summary information – cash flow (in thousands EUR) As at 31 December 2022 (audi- ted) EUR)‌‌ As at 31 December 2021 (audi- ted) As at 31 December 2020 (audi- ted) Cash flows from operating activities 1,518 activities‌‌ 3,318 181 Cash flows from financing activities activities‌ 0 0 Cash flows from investing activities activities‌ 0 0 The Issuer is subject to the following key risks: risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewiththere- with, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed ex- posed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly di- rectly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Multi Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX5KF00 WKN: GX5ZFD GX5KF0 Valor: 41820448 41819681 Common Code: 163605376 163598019 Underlying: ICE Xxxxx Xxxxx Oil Future Basket of Indices: Basket Component 1: S&P 500® Index (Generic Front Month FutureReuters Code: .SPX) Basket Component 2: SMI® Index (Reuters Code: .SSMI) Basket Component 3: EURO STOXX 50® Index (Price EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "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 5,000,000 USD 10,000,000‌ 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 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.. Effect of underlying instrument(s) on value of investment‌ There is a relationship between the economic value of the Securities and the economic value of the Basket Components. The value of the Security will typically fall if the price of a Basket Component falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Prices of all Basket Components have reached or exceeded the respective 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 redeemed early following the Valuation Date on which the Basket Components have reached or exceeded the respective Settlement Level, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date. If an early redemption does not occur, the performance of the Basket Components determines the level of the Settlement Amount: (i) If the Reference Prices of all Basket Components are equal to or above the Final Settlement Level applicable to the

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number The present securities are Quanto Autocallable Securities linked to the ICE Xxxxx Crude Oil Future (Generic Front Month Future) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GQ6U6J5 WKN: GX5ZFD GQ6U6J Valor: 41820448 137186711 Common Code: 163605376 163613425 The Issuer Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 17 13 March 2023 2024 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), 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 Goldman, Sachs & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors The managing director directors (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is are Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx. Statutory Auditors Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation of the Issuer for the financial years ended 31 December 2022 2023 and 31 December 2021 2022 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 2023 and 31 December 2021 2022 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). Summary information – income statement * The figure "net financial debt" is not explicitly set out in GSW’s financial reports, but has been provided in accordance with the requirements of Xxxxx XX of the Delegated Regulation (EU) 2019/979. The calculation of "net financial debt" is based on the sum of the audited figures "liabilities against affiliated companies" and "other liabilities" minus "cash at banks", each such figure as set out in thousands EUR) Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) Selected income statement data Income taxes -103 -462 Income after taxes / Net income for the year 239 985 Summary information – balance sheet (in thousands EUR) As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- ted) Total assets 7,888,236 6,754,017 Capital and reserves 9,887 9,648 Summary information – cash flow (in thousands EUR) As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- ted) Cash flows from operating activities 1,518 3,318 Cash flows from financing activities 0 0 Cash flows from investing activities 0 0 respective report. The Issuer is subject to the following key risks: Income taxes -113 -103 Income after taxes / Net income for the year 222 239 Net financial debt* 6,080,146 7,876,882 Cash flows from operating activities 2,439 1,518 Cash flows from financing activities -7,000 0 Cash flows from investing activities 0 0 • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed to a so-called cluster risk. Therefore, an il- liquidity or insolvency of companies affiliated with GSW may directly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Quanto Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GQ6U6J5 WKN: GX5ZFD GQ6U6J Valor: 41820448 137186711 Common Code: 163605376 163613425 Underlying: ICE Xxxxx Xxxxx Oil Future (Generic Front Month Future) (Bloomberg Page: CO1 Comdty & CO2 Comdty) 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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues issue size, term of the Securities The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 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 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.. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of 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 the 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 redeemed early, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date. If an early redemption does not occur, the performance of the Underlying determines the level of the Settlement Amount:

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Multi Autocallable Securities linked to the ICE Xxxxx Crude Oil Future S&P 500® Index, the SMI® Index and the EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX5KF26 WKN: GX5ZFD GX5KF2 Valor: 41820448 41819683 Common Code: 163605376 163598035 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 6 July 2022 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rie-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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Auditors‌ Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation of the Issuer for the financial years year ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each such case. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Xxxxxxxxx-Xxxxx-Anlage 35 – 37, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx were the independent auditors of the Issuer and have audited the historical financial information of the Issuer for the financial year ended 31 December 2020 and have issued an unqualified auditor´s report (Bestätigungsver- merk) in such case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 2021 and 31 December 2021 2020 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). Summary information – income statement (in thousands EUR) Year ended 31 December 2022 (audited) EUR)‌‌ Year ended 31 December 2021 (audited) Year ended 31 December 2020 (audited) Selected income statement data Income taxes -103 taxes‌‌ -462 -752 Income after taxes / Net income for the year 239 year‌‌ 985 1,612 Summary information – balance sheet (in thousands EUR) As at 31 December 2022 (audi- ted) EUR)‌‌ As at 31 December 2021 (audi- ted) As at 31 December 2020 (audi- ted) Total assets 7,888,236 assets‌‌ 6,754,017 8,023,593 Capital and reserves 9,887 reserves‌‌ 9,648 8,663 Summary information – cash flow (in thousands EUR) As at 31 December 2022 (audi- ted) EUR)‌‌ As at 31 December 2021 (audi- ted) As at 31 December 2020 (audi- ted) Cash flows from operating activities 1,518 activities‌‌ 3,318 181 Cash flows from financing activities activities‌ 0 0 Cash flows from investing activities activities‌ 0 0 The Issuer is subject to the following key risks: risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewiththere- with, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed ex- posed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly di- rectly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Multi Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX5KF26 WKN: GX5ZFD GX5KF2 Valor: 41820448 41819683 Common Code: 163605376 163598035 Underlying: ICE Xxxxx Xxxxx Oil Future Basket of Indices: Basket Component 1: S&P 500® Index (Generic Front Month FutureReuters Code: .SPX) Basket Component 2: SMI® Index (Reuters Code: .SSMI) Basket Component 3: EURO STOXX 50® Index (Price EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro Swiss Francs ("EURCHF"). Issue Size: EUR 5,000,000 CHF 10,000,000‌ 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 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.. Effect of underlying instrument(s) on value of investment‌ There is a relationship between the economic value of the Securities and the economic value of the Basket Components. The value of the Security will typically fall if the price of a Basket Component falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Prices of all Basket Components have reached or exceeded the respective 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 redeemed early following the Valuation Date on which the Basket Components have reached or exceeded the respective Settlement Level, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date. If an early redemption does not occur, the performance of the Basket Components determines the level of the Settlement Amount: (i) If the Reference Prices of all Basket Components are equal to or above the Final Settlement Level applicable to the

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number The present securities are Quanto Multi Autocallable Securities linked to the ICE Xxxxx Crude Oil Future S&P 500® Index, the SMI® Index and the EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX4YT17 WKN: GX5ZFD GX4YT1 Valor: 41820448 41822099 Common Code: 163605376 163595907 The Issuer Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 17 March 2023 8 July 2021 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rie-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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Mazars PricewaterhouseCoopers GmbH & Co. KG Wirtschaftsprüfungsgesellschaft SteuerberatungsgesellschaftWirtschaftsprüfungsgesellschaft, XxxxxxxXxxxxxxxx-Xxxxx-Xxx 0Anlage 35 – 37, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation information of the Issuer for the financial years ended 31 December 2022 2020 and 31 December 2021 2019 and have issued an unqualified auditor's auditor´s report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 2020 and 31 December 2019 and from the unaudited half year report for the six months ended 30 June 2021 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). Summary information – income statement (in thousands EUR) Year ended Year ended Six months Six months 31 December 2022 31 December ended 30 June ended 30 June 2020 (audited) Year ended 31 December 2019 (audited) 2021 (auditedunau- 2020 (unau- dited) dited) Selected income statement data Income taxes -103 -462 -752 -814 -357 -422 Income after taxes / Net income for 1,612 1,000 000 000 the year 239 985 Summary information – balance sheet (in thousands EUR) As at 31 December 2022 (audi- ted) As at 31 December As at 30 June 2021 (audi- tedun- 2020 (audited) 2019 (audited) audited) Total assets 7,888,236 6,754,017 8,023,593 7,786,953 10,956,669 Capital and reserves 9,887 9,648 8,663 7,051 9,425 Summary information – cash flow (in thousands EUR) As at 31 December 2022 2020 (audi- tedaudited) As at 31 December 2019 (audited) As at 30 June 2021 (audi- tedun- audited) Cash flows from operating activities 1,518 3,318 181 -1,782 -7,960 Cash flows from financing activities 0 0 0 Cash flows from investing activities 0 0 0 The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore therefore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewiththere- with, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed ex- posed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly di- rectly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Multi Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX4YT17 WKN: GX5ZFD GX4YT1 Valor: 41820448 41822099 Common Code: 163605376 163595907 Underlying: ICE Xxxxx Xxxxx Oil Future Basket of Indices: Basket Component 1: S&P 500® Index (Generic Front Month FutureReuters Code: .SPX) Basket Component 2: SMI® Index (Reuters Code: .SSMI) Basket Component 3: EURO STOXX 50® Index (Price EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 5,000,000 USD 10,000,000 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 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. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Basket Components. The value of the Security will typically fall if the price of a Basket Component falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Prices of all Basket Components have reached or exceeded the respective 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 redeemed early following the Valuation Date on which the Basket Components have reached or exceeded the respective Settlement Level, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Autocallable Securities linked to the ICE Xxxxx Crude Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX5W7X9 WKN: GX5ZFD GX5W7X Valor: 41820448 41820229 Common Code: 163605376 181487615 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rieXxxxx-CurieXxxxx-StrXxx. 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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined defined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Industrial Code. Major Shareholders The Issuer is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by The Goldman Sachs Group, Inc. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Auditors‌ Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation information of the Issuer for the financial years ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 and 31 December 2021 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). HGB).‌ Summary information – income statement (in thousands EUR) EUR)‌‌ Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) (audited) Selected income statement data Income taxes taxes‌‌ -103 -462 Income after taxes / Net income for the year year‌‌ 239 985 Summary information – balance sheet (in thousands EUR) EUR)‌‌ As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- tedaudited) (audited) Total assets assets‌‌ 7,888,236 6,754,017 Capital and reserves reserves‌‌ 9,887 9,648 Summary information – cash flow (in thousands EUR) EUR)‌‌ As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- tedaudited) (audited) Cash flows from operating activities activities‌‌ 1,518 3,318 Cash flows from financing activities activities‌ 0 0 Cash flows from investing activities activities‌ 0 0 The Issuer is subject to the following key risks: risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore therefore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly result in an insolvency of GSW. GSW.‌ • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX5W7X9 WKN: GX5ZFD GX5W7X Valor: 41820448 41820229 Common Code: 163605376 181487615 Underlying: ICE Xxxxx Xxxxx Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 5,000,000 500,000 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 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.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number The present securities are Quanto Multi Autocallable Securities linked to the ICE Xxxxx Crude Oil Future S&P 500® Index, the SMI® Index and the EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX4YT17 WKN: GX5ZFD GX4YT1 Valor: 41820448 41822099 Common Code: 163605376 163595907 The Issuer Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 17 March 2023 8 July 2021 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rie-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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation of the Issuer for the financial years year ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each such case. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Xxxxxxxxx-Xxxxx-Anlage 35 – 37, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx were the independent auditors of the Issuer and have audited the historical financial information of the Issuer for the financial year ended 31 December 2020 and have issued an unqualified auditor´s report (Bestätigungsver- merk) in such case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 2021 and 31 December 2021 2020 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). Summary information – income statement (in thousands EUR) Year ended 31 December 2022 2021 (audited) Year ended 31 December 2021 2020 (audited) Selected income statement data Income taxes -103 -462 -752 Income after taxes / Net income for the year 239 985 1,612 Summary information – balance sheet (in thousands EUR) As at 31 December 2022 2021 (audi- ted) As at 31 December 2021 2020 (audi- ted) Total assets 7,888,236 6,754,017 8,023,593 Capital and reserves 9,887 9,648 8,663 Summary information – cash flow (in thousands EUR) As at 31 December 2022 2021 (audi- ted) As at 31 December 2021 2020 (audi- ted) Cash flows from operating activities 1,518 3,318 181 Cash flows from financing activities 0 0 Cash flows from investing activities 0 0 The Issuer is subject to the following key risks: • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewiththere- with, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed ex- posed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly di- rectly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Multi Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX4YT17 WKN: GX5ZFD GX4YT1 Valor: 41820448 41822099 Common Code: 163605376 163595907 Underlying: ICE Xxxxx Xxxxx Oil Future Basket of Indices: Basket Component 1: S&P 500® Index (Generic Front Month FutureReuters Code: .SPX) Basket Component 2: SMI® Index (Reuters Code: .SSMI) Basket Component 3: EURO STOXX 50® Index (Price EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities The Settlement Currency of the Securities is Euro US-Dollar ("EURUSD"). Issue Size: EUR 5,000,000 USD 10,000,000 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 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. Effect of underlying instrument(s) on value of investment There is a relationship between the economic value of the Securities and the economic value of the Basket Components. The value of the Security will typically fall if the price of a Basket Component falls. The Securities have the characteristic such that the level of the Settlement Amount and the time for redemption of the Securities depend on whether the Underlying Prices of all Basket Components have reached or exceeded the respective 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 redeemed early following the Valuation Date on which the Basket Components have reached or exceeded the respective Settlement Level, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Autocallable Securities linked to the ICE Xxxxx Crude Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX5W7Y7 WKN: GX5ZFD GX5W7Y Valor: 41820448 41820230 Common Code: 163605376 181487623 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rieXxxxx-CurieXxxxx-StrXxx. 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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined defined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Industrial Code. Major Shareholders The Issuer is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by The Goldman Sachs Group, Inc. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Auditors‌ Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation information of the Issuer for the financial years ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 and 31 December 2021 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). HGB).‌ Summary information – income statement (in thousands EUR) EUR)‌‌ Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) (audited) Selected income statement data Income taxes taxes‌‌ -103 -462 Income after taxes / Net income for the year year‌‌ 239 985 Summary information – balance sheet (in thousands EUR) EUR)‌‌ As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- tedaudited) (audited) Total assets assets‌‌ 7,888,236 6,754,017 Capital and reserves reserves‌‌ 9,887 9,648 Summary information – cash flow (in thousands EUR) EUR)‌‌ As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- tedaudited) (audited) Cash flows from operating activities activities‌‌ 1,518 3,318 Cash flows from financing activities activities‌ 0 0 Cash flows from investing activities activities‌ 0 0 The Issuer is subject to the following key risks: risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore therefore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly result in an insolvency of GSW. GSW.‌ • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX5W7Y7 WKN: GX5ZFD GX5W7Y Valor: 41820448 41820230 Common Code: 163605376 181487623 Underlying: ICE Xxxxx Xxxxx Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 5,000,000 500,000 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 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.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Autocallable Securities linked to the ICE Xxxxx Crude Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX5X4J4 WKN: GX5ZFD GX5X4J Valor: 41820448 41820048 Common Code: 163605376 181487470 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rieXxxxx-CurieXxxxx-StrXxx. 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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined defined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Industrial Code. Major Shareholders The Issuer is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. All shares of the Issuer are held by The Goldman Sachs Group, Inc. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Auditors‌ Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation information of the Issuer for the financial years ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each case. What is the key financial information regarding the Issuer?‌ The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 and 31 December 2021 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). Summary information – income statement (in thousands EUR) EUR)‌‌ Year ended 31 December 2022 (audited) Year ended 31 December 2021 (audited) (audited) Selected income statement data Income taxes taxes‌‌ -103 -462 Income after taxes / Net income for the year year‌‌ 239 985 Summary information – balance sheet (in thousands EUR) EUR)‌‌ As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- tedaudited) (audited) Total assets assets‌‌ 7,888,236 6,754,017 Capital and reserves reserves‌‌ 9,887 9,648 Summary information – cash flow (in thousands EUR) EUR)‌‌ As at 31 December 2022 (audi- ted) As at 31 December 2021 (audi- tedaudited) (audited) Cash flows from operating activities activities‌‌ 1,518 3,318 Cash flows from financing activities activities‌ 0 0 Cash flows from investing activities activities‌ 0 0 The Issuer is subject to the following key risks: risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore therefore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly result in an insolvency of GSW. GSW.‌ • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX5X4J4 WKN: GX5ZFD GX5X4J Valor: 41820448 41820048 Common Code: 163605376 181487470 Underlying: ICE Xxxxx Xxxxx Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 5,000,000 500,000 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 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.

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Autocallable Securities linked to the ICE Xxxxx Crude Oil Future (Generic Front Month Future) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GQ663S2 WKN: GX5ZFD GQ663S Valor: 41820448 34108819 Common Code: 163605376 163608405 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), 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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Auditors‌ Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Xxxxxxx-Xxxxx-Xxx 0, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation of the Issuer for the financial years ended 31 December 2022 and 31 December 2021 and have issued an unqualified auditor's report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 and 31 December 2021 which have been (prepared in accordance with rules laid down in the German Commercial Code (Handelsgesetzbuch - HGB)) has been extracted from the audited financial statement of the Issuer as of 31 December 2022 for each of the years ended 31 December 2022 and 31 December 2021 and from the unaudited half year report for the six months ended 30 June 2023. Summary information – income statement (in thousands EUR) EUR)‌‌‌‌ Year ended Year ended Six months Six months 31 December 31 December ended 30 ended 30 2022 (audited) Year ended 31 December audi- 2021 (auditedaudi- June 2023 June 2022 ted) ted) (unaudited) (unaudited) Selected income statement data Income taxes taxes‌‌‌‌ -103 -462 -60 -70 Income after taxes / Net income for the year year‌‌‌‌ 239 985 109 150 Summary information – balance sheet (in thousands EUR) EUR)‌‌‌ As at 31 December 2022 (audi- ted) As at 31 December As at 30 June 2023 2022 (audited) 2021 (audi- tedaudited) (unaudited) Total assets assets‌‌‌ 7,888,236 6,754,017 7,475,516 Capital and reserves reserves‌‌‌ 9,887 9,648 2,996 Summary information – cash flow (in thousands EUR) EUR)‌‌‌ As at 31 December 2022 (audi- tedaudited) As at 31 December 2021 (audi- tedaudited) As at 30 June 2023 (unaudited) Cash flows from operating activities activities‌‌‌ 1,518 3,318 -2,086 Cash flows from financing activities activities‌‌ 0 0 -7,000 Cash flows from investing activities activities‌ 0 0 The Issuer is subject to the following key risks: 0 • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewith, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed to a so-called cluster risk. Therefore, an il- liquidity or insolvency of companies affiliated with GSW may directly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GQ663S2 WKN: GX5ZFD GQ663S Valor: 41820448 34108819 Common Code: 163605376 163608405 Underlying: ICE Xxxxx Xxxxx Oil Future (Generic Front Month Future) (Bloomberg Page: CO1 Comdty & CO2 Comdty) 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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (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 5,000,000 USD 10,000,000‌ 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 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.. Effect of underlying instrument(s) on value of investment‌ There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of 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 the 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 redeemed early, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date. If an early redemption does not occur, the performance of the Underlying determines the level of the Settlement Amount:

Appears in 1 contract

Samples: Endgültige Bedingungen

Introduction. Description and securities identification number number‌ The present securities are Quanto Autocallable (Kick-In GOAL) Securities linked to the ICE Xxxxx Crude Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (the "Securities"). ISIN: DE000GX5ZFD3 DE000GX4X711 WKN: GX5ZFD GX4X71 Valor: 41820448 41821946 Common Code: 163605376 163594684 The Issuer Issuer‌ Xxxxxxx, Sachs & Co. Wertpapier GmbH ("GSW"). Its registered office is at Marienturm, Xxxxxxxxxxxx 0-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and its Legal Entity Identifier (LEI) is 549300CRL28LF3CSEA14. 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 authority‌ The Base Prospectus was approved on 17 March 2023 8 July 2021 by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"), Ma- rie-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 & Co. Wertpapier GmbH is a company with limited liability (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany. It has its seat in Frankfurt am Main and has been registered under the number HRB 34439 in the commercial register of the local court of Frankfurt am Main since 27 November 1991. The LEI of Goldman, Sachs & Co. Wertpapier GmbH is 549300CRL28LF3CSEA14. Principal Activities Activities‌ The purpose of Goldman, Sachs & Co. Wertpapier GmbH is to issue fungible securities as well as the conduct of financial transactions and auxiliary transactions for financial transactions. GSW is neither engaged in banking transactions as de- fined in Section 1 of the German Banking Act nor in business operations as defined by Section 34 c of the German Indus- trial Code. Key Managing Directors Directors‌ The managing director (Geschäftsführer) of Goldman, Sachs & Co. Wertpapier GmbH is Xxxxxxx Xxxxxxx. Statutory Auditors Mazars Auditors‌ PricewaterhouseCoopers GmbH & Co. KG Wirtschaftsprüfungsgesellschaft SteuerberatungsgesellschaftWirtschaftsprüfungsgesellschaft, XxxxxxxXxxxxxxxx-Xxxxx-Xxx 0Xxxxxx 00 – 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx are the independent auditors of the Issuer and have audited the historical financial infor- mation information of the Issuer for the financial years ended 31 December 2022 2020 and 31 December 2021 2019 and have issued an unqualified auditor's auditor´s report (Bestätigungsvermerk) in each case. The following key financial information has been extracted from the audited financial statements of the Issuer for the years ended 31 December 2022 2020 and 31 December 2019 and from the unaudited half year report for the six months ended 30 June 2021 which have been prepared in accordance with rules laid down in the German Commercial Code (HGB). HGB).‌ Summary information – income statement (in thousands EUR) EUR)‌‌‌‌ Year ended Year ended Six months Six months 31 December 2022 31 December ended 30 June ended 30 June 2020 (audited) Year ended 31 December 2019 (audited) 2021 (auditedunau- 2020 (unau- dited) dited) Selected income statement data Income taxes -103 -462 taxes‌‌‌‌ -752 -814 -357 -422 Income after taxes / Net income for for‌‌‌‌ 1,612 1,000 000 000 the year 239 985 Summary information – balance sheet (in thousands EUR) EUR)‌‌‌ As at 31 December 2022 (audi- ted) As at 31 December As at 30 June 2021 (audi- tedun- 2020 (audited) 2019 (audited) audited) Total assets 7,888,236 6,754,017 assets‌‌‌ 8,023,593 7,786,953 10,956,669 Capital and reserves 9,887 9,648 reserves‌‌‌ 8,663 7,051 9,425 Summary information – cash flow (in thousands EUREUR)‌‌‌ As at 31 December 2020 (audited) As at 31 December 2022 2019 (audi- tedaudited) As at 31 December 30 June 2021 (audi- tedun- audited) Cash flows from operating activities 1,518 3,318 activities‌‌‌ 181 -1,782 -7,960 Cash flows from financing activities activities‌ 0 0 0 Cash flows from investing activities activities‌ 0 0 0 The Issuer is subject to the following key risks: risks:‌ • Investors are exposed to the risks relating to the creditworthiness of GSW due to the nature of GSW as an issuance vehicle with limited assets. Besides issuing fungible securities GSW does not carry out any further operating business activity and the issued share capital of GSW amounts to EUR 51,129.19 (DM 100,000.00) only. Investors are there- fore exposed to a significantly greater credit risk by purchasing the securities compared to an issuer equipped with significantly more capital. In an extreme case, i.e. the insolvency of GSW, an investment in a security issued by GSW 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 GSW due to the dependency of GSW on hedging and related lending arrangements. To hedge its claims arising from the issued securities, GSW enters into hedging transactions with Goldman Sachs International and potentially going forward with other Goldman Sachs entities. In connection therewiththere- with, GSW is exposed to the risk of default and insolvency risk of the parties with whom GSW concludes hedging transactions or related lending transactions. Since GSW enters into such hedging and lending transactions primarily with Goldman Sachs entities, GSW is exposed ex- posed to a so-called cluster risk. Therefore, an il- liquidity illiquidity or insolvency of companies affiliated with GSW may directly di- rectly result in an insolvency of GSW. • Investors are exposed to the risk relating to the creditworthiness of GSW as a subsidiary of GSG. An insolvency of GSW may occur despite of the fact that GSW is a 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 GSW. 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 Autocallable Securities linked to the Underlying. ISIN: DE000GX5ZFD3 DE000GX4X711 WKN: GX5ZFD GX4X71 Valor: 41820448 41821946 Common Code: 163605376 163594684 Underlying: ICE Xxxxx Xxxxx Oil Future EURO STOXX 50® Index (Generic Front Month FuturePrice EUR) (Bloomberg PageReuters Code: CO1 Comdty & CO2 Comdty.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 Clearstream Banking AG, Frankfurt am Main, Xxxxxxxxxxxxxxxxx 00, 00000 Xxxxxxxx, Xxxxxxx (the "Relevant Clearing System"). Currency, issues size, term of the Securities Securities‌ The Settlement Currency of the Securities is Euro ("EUR"). Issue Size: EUR 5,000,000 5,000,000‌ 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 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. Effect of underlying instrument(s) on value of investment‌ There is a relationship between the economic value of the Securities and the economic value of the Underlying. The value of 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 the 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 redeemed early, whereby the Settlement Amount equals the Nominal multiplied by the Settlement Factor applicable to the relevant Valuation Date. If an early redemption does not occur, the performance of the Underlying determines the level of the Settlement Amount: (i) If the Reference Price reaches or exceeds the Final Settlement Level, the Settlement Amount is the Nominal multiplied by the Final Settlement Factor.

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Samples: Endgültige Bedingungen