GOLDMAN SACHS INTERNATIONAL

AVVISO n.1091
21 Gennaio 2016
MOT - EuroMOT

Mittente del comunicato : BORSA ITALIANA

Societa' oggetto dell'Avviso

: GOLDMAN SACHS INTERNATIONAL

Testo del comunicato

Oggetto : 'EuroMOT' - Inizio negoziazioni 'GOLDMAN SACHS INTERNATIONAL'

Si veda allegato.

Disposizioni della Borsa

Società emittente: GOLDMAN SACHS INTERNATIONAL

Titolo: "Issue of USD 100,000,000 Ten-Year Fixed-to-Floating Rate Notes, due January 15, 2026" (Codice ISIN XS1267261805)

Società di Rating	Long Term	Data Report
Moody's	A1	09/12/2015
Standard & Poor's	A	09/12/2015
Fitch Ratings	A	09/12/2015

Rating Emittente:

GOLDMAN SACHS INTERNATIONAL

Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA

Data inizio negoziazioni: 22/01/2016

Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),

segmento EuroMOT, 'classe euro-obbligazioni, ABS, titoli di emittenti esteri e altri titoli di debito'

Clearing: CC&G

Sistemi di regolamento: Euroclear e Clearstream

Calendario di regolamento: Il calendario della valuta USD tenuto altresì conto dei

giorni di chiusura dei sistemi di liquidazione interessati

Termini di liquidazione: Il secondo giorno successivo alla data di stipulazione dei

contratti di compravendita

EMS: 25.000

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

"Issue of USD 100,000,000 Ten-Year Fixed-to-Floating Rate Notes, due January 15, 2026"

Modalità di negoziazione: corso secco

N. obbligazioni in circolazione: 50.000

Valore nominale unitario: 2.000 USD Valore nominale complessivo

delle obbligazioni in circolazione: 100.000.000 USD

Interessi: le obbligazioni fruttanno interessi annui lordi, pagabili in via posticipata, in conformità a quanto specificato nel Prospetto del prestito

Modalità di calcolo dei ratei: 30/360 Godimento: 15/01/2016

Scadenza: 15/01/2026 (rimborso alla pari in un'unica soluzione alla scadenza)

Tagli: unico da nominali 2.000 USD

Codice ISIN: XS1267261805

Codice Instrument Id: 787194

Descrizione: GS INTL MC GE26 USD Importo minimo di negoziazione: 2.000 USD

DISPOSIZIONI DELLA BORSA ITALIANA

Dal giorno 22/01/2016 gli strumenti finanziari "Issue of USD 100,000,000 Ten-Year Fixed-to- Floating Rate Notes, due January 15, 2026" verranno iscritti nel Listino Ufficiale, comparto obbligazionario (MOT).

Allegato:

- Prospetto di quotazione degli strumenti finanziari.

GOLDMAN SACHS INTERNATIONAL

(Incorporated with unlimited liability in England)

Series K Programme for the issuance of Warrants, Notes and Certificates

Issue of U.S.$ 100,000,000 * Ten-Year Fixed-to-Floating Rate Notes, due January 15, 2026

(the "Securities" or the "Notes") (ISIN: XS1267261805)

Prospectus

This document constitutes a prospectus (this "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC as amended, including by Directive 2010/73/EU (the "Prospectus Directive") relating to the above-referenced Securities issued by Goldman Sachs International (the "Issuer" or "GSI"). This Prospectus should be read together with any documents incorporated by reference within it.

Programme

The Securities are being issued under the Series K Programme for the issuance of Warrants, Notes and Certificates (the "Programme") of the Issuer.

Status of the Securities

The Securities are unsecured and unsubordinated general obligations of the Issuer and not of any affiliate of the Issuer. The Securities are not bank deposits and are not insured or guaranteed by the UK Financial Services Compensation Scheme or any other government or governmental or private agency or deposit protection scheme in any jurisdiction. The payment obligations of the Issuer in respect of the Securities are not guaranteed by any entity.

*Issue Size

On the Issue Date (being January 15, 2016), an aggregate nominal amount of U.S.$ 100,000,000 of Securities will be issued to and made available for sale by GSI (in its capacity as Dealer), and as soon as practicable thereafter, listed and admitted to trading on both the Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated market of the Luxembourg Stock Exchange for purchase by investors. However, GSI reserves the right to cancel some or all of the Securities that it holds at any time prior to the Maturity Date (being January 15, 2026), such right to be exercised in accordance with applicable laws, the terms and conditions of the Securities and the applicable rules of Borsa Italiana S.p.A. and the Luxembourg Stock Exchange including as to notification. In particular, at any time following listing and admission to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated market of the Luxembourg Stock Exchange, GSI may cancel some or all of any Securities which have not been purchased by investors by such time. Accordingly, the aggregate nominal amount of Securities outstanding at any time may be significantly less than U.S.$ 100,000,000, and this could have a negative impact on an investor's ability to sell the Securities in the secondary market. Notification of any such cancellation of Securities will be made on the website of Borsa Italiana S.p.A. (xxx.xxxxxxxxxxxxx.xx) and in any case according to the rules of Borsa Italiana S.p.A. and on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx).

Information incorporated by reference

This Prospectus incorporates by reference certain information from the base prospectus in relation to the Programme dated November 17, 2015 (the "Original Base Prospectus") and the supplement(s) thereto (and the Original Base Prospectus as supplemented, the "Base Prospectus"). See the section entitled "Documents Incorporated by Reference" below. You should read this Prospectus together with such information from the

Base Prospectus.

Statements in relation to prospects and financial or trading position

In this Prospectus, where GSI makes statements that "there has been no material adverse change in the prospects" and "no significant change in the financial or trading position" of GSI, references in these statements to the "prospects" and "financial or trading position" of GSI are specifically to the Issuer's ability to meet its full payment obligations under the Securities in a timely manner. Such statements are made, for example, in Element

B.12 of the section entitled "Summary" and in paragraph 1 of the section entitled "General Information" of this Prospectus.

The date of this Prospectus is January 13, 2016.

TABLE OF CONTENTS

Page

IMPORTANT NOTICES 4

SUMMARY 6

RISK FACTORS 14

DOCUMENTS INCORPORATED BY REFERENCE 23

CONTRACTUAL TERMS 26

OTHER INFORMATION 34

EXAMPLES 36

ANNEX – AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS OF THE NOTES 38

ITALIAN TAX CONSIDERATIONS 39

GENERAL INFORMATION 46

INDEX OF DEFINED TERMS 49

IMPORTANT NOTICES

Approval and passporting under the EU Prospectus Directive

Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of the Prospectus Directive for approval of this Prospectus as a prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the Securities. This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive relating to the Securities, and should be read together with any documents incorporated by reference within it.

An application has been made for the Securities to be listed on the Official List and admitted to trading on the Luxembourg Stock Exchange, a regulated market for the purposes of Directive 2004/39/EC on Markets in Financial Instruments, with effect from as practicable after the Issue Date. No assurances can be given that such application for listing and admission to trading will be granted. Application will also be made for the Securities to be listed on Borsa Italiana S.p.A. and admitted to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market), a regulated market organised and managed by Borsa Italiana S.p.A, with effect from as practicable after the Issue Date. No assurances can be given that such application for listing and admission to trading will be granted.

This Prospectus will be published on the websites of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) and the Issuer (xxx.xxxxxxx-xxxxx.xx). On the approval of this Prospectus as a prospectus for the purpose of Article 5.3 of the Prospectus Directive by the CSSF, notification of such approval will be made to the Italian National Stock Exchange and Companies Commission (Commissione Nazionale per le Società e la Borsa) ("CONSOB") in its capacity as the competent authority of the Republic of Italy.

CSSF disclaimer

Pursuant to Article 7(7) of the Luxembourg Law on Prospectuses for Securities dated July 10, 2005 (as amended), by approving this Prospectus, the CSSF gives no undertakings as to the economic and financial characteristics of the Securities or the quality or solvency of the Issuer.

Credit ratings

The credit ratings of GSI1 referred to in this Prospectus have been issued by Fitch, Inc. ("Fitch"), Moody's

1 The information for this rating has been extracted from information made available by each rating agency referred to below. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by such ratings agencies, no facts have been omitted which would render the reproduced information inaccurate or misleading.

As at the date of this Prospectus the ratings for GSI were:

Short-term debt:

Fitch, Inc. rating was F1: An 'F1' rating indicates the highest short-term credit quality and the strongest intrinsic capacity for timely payment of financial commitments; may have an added '+' to denote any exceptionally strong credit feature.

Moody's rating was P-1: 'P-1' Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

S&P rating was A-1: A short-term obligation rated 'A-1' is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong.

Long-term debt:

Fitch, Inc. rating was A: An 'A' rating indicates high credit quality and denotes expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

Moody's rating was A1: Obligations rated 'A' are considered upper-medium grade and are subject to low credit risk. Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from 'Aa' through 'Caa'. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

S&P rating was A: An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial

Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Services, a division of The McGraw-Xxxx Companies, Inc. ("S&P"), none of which entities is established in the European Union or registered under Regulation (EC) No. 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation"). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not either (1) issued or validly endorsed by a credit rating agency established in the European Union and registered with the European Securities and Markets Authority ("ESMA") under the CRA Regulation) or (2) issued by a credit rating agency established outside the European Union which is certified under the CRA Regulation.

The EU affiliates of Fitch, Moody's and S&P are registered under the CRA Regulation. The ESMA has approved the endorsement by such EU affiliates of credit ratings issued by DBRS, Fitch, Moody's and S&P. Accordingly, credit ratings issued by Fitch, Moody's and S&P may be used for regulatory purposes in the EU.

Credit ratings may be adjusted over time, and there is no assurance that these credit ratings will be effective after the date of this Prospectus. A credit rating is not a recommendation to buy, sell or hold the Securities.

The list of credit rating agencies registered under the CRA Regulation (as updated from time to time) is published on the website of the ESMA (xxx.xxxx.xxxxxx.xx/xxxx/xxxx-xxxxxxxxxx-xxx-xxxxxxxxx-XXXx).

Important U.S. Notices

The Securities have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Except as provided below, Securities may not be offered, sold or delivered within the United States or to U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). The Securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission in the United States nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

Restrictions and distribution and use of this Prospectus

The distribution of this Prospectus and the offering, sale and delivery of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer to inform themselves about and to observe any such restrictions. This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action has been taken or will be taken to permit an offering of the Securities or the distribution of this Prospectus in any jurisdiction where any such action is required.

commitment on the obligation is still strong. The ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable".

SECTION A – INTRODUCTION AND WARNINGS
A.1	Introduction and warnings	This summary should be read as an introduction to this Prospectus. Any decision to invest in the Securities should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the Securities.
A.2	Consents	Not applicable; no consent is given for the use of this Prospectus for subsequent resales of the Securities.
SECTION B – ISSUER
B.1	Legal and commercial name of the Issuer	Goldman Sachs International ("GSI" or the "Issuer").
B.2	Domicile, legal form, legislation and country of incorporation of the Issuer	GSI is a private unlimited liability company incorporated in England and Wales. GSI mainly operates under English law. The registered office of GSI is Xxxxxxxxxxxx Xxxxx, 000 Xxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx.
B.4b	Known trends with respect to the Issuer	GSI's prospects will be affected, potentially adversely, by developments in global, regional and national economies, including in the United Kingdom, movements and activity levels, in financial, commodities, currency and other markets, interest rate movements, political and military developments throughout the world, client activity levels and legal and regulatory developments in the United Kingdom and other countries where the Issuer does business.
B.5	The Issuer's group	Goldman Sachs Group UK Limited, a company incorporated under English law has a 100 per cent. shareholding in GSI. Goldman Sachs (UK) L.L.C. is established under the laws of the State of Delaware and has a 97.208 per cent. interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland Group Limited is established under the laws of Ireland and has a 2.792 per cent. interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland LLC is established under the laws of the State of Delaware and has a 100 per cent. shareholding in Goldman Sachs Ireland Group Limited. Goldman Sachs Ireland Group Holdings LLC is established under the laws of the State of Delaware and has a 75 per cent. interest in Goldman Sachs Ireland LLC. Goldman Sachs

		Global Holdings L.L.C. is established under the laws of the State of Delaware and has a 25 per cent. interest in Goldman Sachs Ireland LLC. The Goldman, Sachs & Co. L.L.C. is established under the laws of the State of Delaware and has a one per cent. interest in Goldman Sachs Global Holdings L.L.C. The Goldman Sachs Group, Inc is established in Delaware and has a 100 per cent. shareholding in Goldman Sachs Ireland Group Holdings LLC, The Goldman, Sachs & Co. L.L.C. and Goldman Sachs (UK) L.L.C. and a 99 per cent. interest in Goldman Sachs Global Holdings L.L.C. Holding Company Structure of GSI Note: The percentages given are for direct holdings of ordinary shares or equivalent. Minority shareholdings are held by other entities which are themselves owned, directly or indirectly, by The Goldman Sachs Group, Inc.
B.9	Profit forecast or estimate	Not applicable; GSI has not made any profit forecasts or estimates.
B.10	Audit report qualifications	Not applicable; there are no qualifications in the audit report of GSI on its historical financial information.
B.12	Selected historical key financial information of the Issuer	The following table shows selected key historical financial information in relation to GSI:
				As at (unaudited)	As at
				30 September 2015 (U.S.$)	31 December 2014	31 December 2013

	As and for the three months ended (unaudited)		As and for the year ended
	30 September 2015 (U.S.$)	30 September 2014 (U.S.$)	31 December 2014 (U.S.$)	31 December 2013 (U.S.$)
Operating Profit	2,276,000,000	1,576,000,000	2,274,132,000	618,173,000
Profit on ordinary activities before taxation	2,078,000,000	1,414,000,000	2,080,475,000	297,566,000
Profit on ordinary activities after taxation	1,680,000,000	1,143,000,000	1,624,471,000	168,664,000

					(U.S.$)	(U.S.$)
			Fixed Assets	12,000,000	13,876,000	15,537,000
			Current Assets	955,953,000,000	976,971,523,000	816,202,624,000
			Total Shareholders' Funds	25,702,000,000	21,997,080,000	20,300,471,000
			No material adverse change	There has been no material adverse change in the prospects of GSI since December 31, 2014.
	Significant changes	Not applicable; there has been no significant change in the financial or trading position particular to GSI subsequent to September 30, 2015.
B.13	Recent events material to the evaluation of the Issuer's solvency	Not applicable; there have been no recent events particular to GSI which are to a material extent relevant to the evaluation of GSI's solvency.
B.14	Issuer's position in its corporate group	Please refer to Element B.5 above. GSI is part of a group of companies of which The Goldman Sachs Group, Inc. is the holding company (the "Goldman Sachs Group") and transacts with, and depends on, entities within such group accordingly.
B.15	Principal activities	The principal activities of GSI consist of securities underwriting and distribution, trading of corporate debt and equity services, non-U.S. sovereign debt and mortgage securities, execution of swaps and derivative instruments, mergers and acquisitions, financial advisory services for restructurings/private placements/lease and project financings, real estate brokerage and finance, merchant banking, stock brokerage and research.
B.16	Ownership and control of the Issuer	Goldman Sachs Group UK Limited, a company incorporated under English law has a 100 per cent. shareholding in GSI. Goldman Sachs (UK) L.L.C. is established under the laws of the State of Delaware and has a 97.208 per cent. interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland Group Limited is established under the laws of Ireland and has a 2.792 per cent. interest in Goldman Sachs Group UK Limited. Goldman Sachs Ireland LLC is established under the laws of the State of Delaware and has a 100 per cent. shareholding in Goldman Sachs Ireland Group Limited. Goldman Sachs Ireland Group Holdings LLC is established under the laws of the State of Delaware and has a 75 per cent. interest in Goldman Sachs Ireland LLC. Goldman Sachs Global Holdings L.L.C. is established under the laws of the State of Delaware and has a 25 per cent. interest in Goldman Sachs Ireland LLC. The Goldman, Sachs & Co. L.L.C. is established under the laws of the State of Delaware and has a one per cent. interest in Goldman Sachs Global Holdings L.L.C. The Goldman Sachs Group, Inc is established in Delaware and has a 100 per cent. shareholding in Goldman Sachs Ireland Group Holdings LLC, The Goldman, Sachs & Co. L.L.C. and Goldman Sachs (UK) L.L.C. and a 99 per cent. interest in Goldman Sachs Global Holdings L.L.C.
B.17	Rating of the Issuer or the Securities	The long term debt of GSI is rated 'A' by S&P and Fitch and 'A1' by Moody's. The Securities have not been rated.
SECTION C – SECURITIES
C.1	Type and class of Securities	Fixed-to-Floating Rate Notes (the "Securities"). ISIN: XS1267261805; Common Code: 126726180; Valoren: 29386492.
C.2	Currency	United States dollar ("USD" or "U.S.$ ").

C.5	Restrictions on the free transferability	The Securities may not be offered, sold or delivered within the United States or to U.S. persons as defined in Regulation S under the Securities Act ("Regulation S"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. Further, the Securities may not be acquired by, on behalf of, or with the assets of any plans subject to ERISA or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended, other than certain insurance company general accounts. Subject to the above, the Securities will be freely transferable.
C.8	Rights attached to the securities including ranking and any limitation to those rights	Rights: The Securities give the right to each holder of Securities (a "Holder") to receive a potential return on the Securities (see C.9 below), together with certain ancillary rights such as the right to receive notice of certain determinations and events and to vote on future amendments. The terms and conditions are governed under English law. Ranking: The Securities are direct, unsubordinated and unsecured obligations of the Issuer and rank equally with all other direct, unsubordinated and unsecured obligations of the Issuer. Limitations to rights: • The terms and conditions of the Securities contain provisions for calling meetings of Holders to consider matters affecting their interests generally and these provisions permit defined majorities to bind all Holders, including Holders who did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the majority. Further, in certain circumstances, the Issuer may amend the terms and conditions of the Securities, without the Holders' consent. • The terms and conditions of the Securities permit the Issuer and the Calculation Agent (as the case may be), on the occurrence of certain events and in certain circumstances, without the Holders' consent, to make adjustments to the terms and conditions of the Securities, to redeem the Securities prior to maturity (where applicable), to postpone scheduled payments under the Securities, to change the currency in which the Securities are denominated, to substitute the Issuer with another permitted entity subject to certain conditions, and to take certain other actions with regard to the Securities.
C.9	Rights attached to the securities including interest provisions, yield and representative of the holders	Please refer to C.8 above. Interest The Securities bear interest from January 15, 2016 ("Interest Commencement Date") at the Rate of Interest. The interest amount payable on each Interest Payment Date in respect of each Security shall be calculated by multiplying the relevant Rate of Interest by the Calculation Amount, and further multiplying the product by the relevant day count fraction applicable to the interest period ending on (but excluding) such Interest Payment Date, and rounding the resultant figure in accordance with the terms and conditions. If an Interest Payment Date is not a payment business day, the interest amount for that Interest Payment Date will be paid on the next succeeding payment business day but the interest period for the determination of the interest amount shall remain unadjusted. The Rate of Interest for the interest period ending on (but excluding) the Interest Payment Dates scheduled to fall on January 15, 2017 and January 15,

		2018 shall be 6.00 per cent. (6.00%) per annum. The Rate of Interest for the interest period ending on (but excluding) each Interest Payment Date other than the Interest Payment Dates scheduled to fall on January 15, 2017 and January 15, 2018 shall be equal to the Reference Rate, provided that such Rate of Interest shall be not less than the Minimum Rate of Interest or greater than the Maximum Rate of Interest. Defined terms used above: • Calculation Amount: U.S.$ 2,000. • Reference Rate: a rate equal to the rate for deposits in U.S.$ for a period of three months which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the day that is two London business days preceding the first day of the relevant interest period. • Interest Payment Dates: each of (i) January 15, 2017 and January 15, 2018, and thereafter (ii) the 15th day of January, April, July and October in each calendar year from, and including, April 15, 2018 to, and including, October 15, 2025 and the Maturity Date. • Maximum Rate of Interest: 6.00 per cent. per annum. • Minimum Rate of Interest: 1.25 per cent. per annum. Indication of Yield: Not applicable. Non-scheduled Early Repayment Amount Unscheduled early redemption: The Securities may be redeemed prior to the scheduled maturity (i) at the Issuer's option if the Issuer determines a change in applicable law has the effect that performance by the Issuer or its affiliates under the Securities or hedging transactions relating to the Securities has become (or is likely to become in the immediate future) unlawful or impracticable (in whole or in part), or (ii) upon notice by a Holder declaring such Securities to be immediately repayable due to the occurrence of an event of default which is continuing. In such case, the Non-scheduled Early Repayment Amount payable on such unscheduled early redemption shall be, for each Security, the Specified Denomination of U.S.$ 2,000. Redemption • The Maturity Date for the Securities shall be January 15, 2026, provided that if such day is not a payment business day, the final redemption amount will be paid on the next succeeding payment business day. • Unless previously redeemed or purchased and cancelled, each Security will be redeemed by the Issuer on the maturity date by payment of a final redemption amount of U.S.$ 2,000 per Calculation Amount of Securities. Representative of holders of Securities: Not applicable; the Issuer has not appointed any person to be a representative of the holders of Securities.
C.10	Derivative component in the	Please see C.9 above. Not applicable; there is no derivative component in the interest payments made

	interest payment	in respect of the Securities.
C.11	Admission to trading on a regulated market	Application has been made to admit the Securities to trading on the regulated market of the Luxembourg Stock Exchange with effect from as soon as practicable following the Issue Date. No assurances can be given that such application for admission to trading will be granted. Application will be made to admit the Securities to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market) with effect from as soon as practicable following the Issue Date. No assurances can be given that such application for admission to trading will be granted.
SECTION D – RISKS
D.2	Key risks that are specific to the Issuer	The payment of any amount due on the Securities is subject to our credit risk. The Securities are our unsecured obligations. The Securities are not bank deposits and are not insured or guaranteed by the UK Financial Services Compensation Scheme or any other government or governmental or private agency, or deposit protection scheme in any jurisdiction. The value of and return on your securities will be subject to our credit risk and to changes in the market's view of our creditworthiness. References in Element B.12 above to the "prospects" and "financial or trading position" of the Issuer, are specifically to the Issuer's ability to meet its full payment obligations under the Securities in a timely manner. Material information about the Issuer's financial condition and prospects is included in GSI's annual and semi-annual reports. You should be aware, however, that each of the key risks highlighted below could have a material adverse effect on the Issuer's businesses, operations, financial and trading position and prospects, which, in turn, could have a material adverse effect on the return investors receive on the Securities. The Issuer is subject to a number of key risks: • GSI's businesses have been and may continue to be adversely affected by conditions in the global financial markets and economic conditions generally. • GSI's businesses have been and may be adversely affected by declining asset values. This is particularly true for those businesses in which it has net "long" positions, receives fees based on the value of assets managed, or receives or posts collateral. • GSI's businesses have been and may be adversely affected by disruptions in the credit markets, including reduced access to credit and higher costs of obtaining credit. • GSI's market-making activities have been and may be affected by changes in the levels of market volatility. • GSI's investment banking, client execution and investment management businesses have been adversely affected and may continue to be adversely affected by market uncertainty or lack of confidence among investors and CEOs due to general declines in economic activity and other unfavourable economic, geopolitical or market conditions. • GSI's investment management business may be affected by the poor investment performance of its investment products. • GSI may incur losses as a result of ineffective risk management processes and strategies. • GSI's liquidity, profitability and businesses may be adversely affected by an inability to access the debt capital markets or to sell assets or by a reduction in its credit ratings or by an increase in its credit spreads.

		• Conflicts of interest are increasing and a failure to appropriately identify and address conflicts of interest could adversely affect GSI's businesses. • GSI's businesses, profitability and liquidity may be adversely affected by deterioration in the credit quality of, or defaults by, third parties who owe GSI money, securities or other assets or whose securities or obligations it holds. • Concentration of risk increases the potential for significant losses in GSI's market-making, underwriting, investing and lending activities. • The financial services industry is both highly competitive and interrelated. • GSI faces enhanced risks as new business initiatives leads it to transact with a broader array of clients and counterparties and exposes it to new asset classes and new markets. • Derivative transactions and delayed settlements may expose GSI to unexpected risk and potential losses. • GSI's businesses may be adversely affected if it is unable to hire and retain qualified employees. • GSI's businesses and those of its clients are subject to extensive and pervasive regulation around the world. • GSI may be adversely affected by increased governmental and regulatory scrutiny or negative publicity. • A failure in the GSI's operational systems or infrastructure, or those of third parties, could impair GSI's liquidity, disrupt its businesses, result in the disclosure of confidential information, damage its reputation and cause losses. • Substantial legal liability or significant regulatory action against GSI could have material adverse financial effects or cause significant reputational harm, which in turn could seriously harm GSI's business prospects. • The growth of electronic trading and the introduction of new trading technology may adversely affect GSI's business and may increase competition. • GSI's commodities activities, particularly its power generation interests and physical commodities activities, subject GSI to extensive regulation, potential catastrophic events and environmental, reputational and other risks that may expose it to significant liabilities and costs. • In conducting its businesses around the world, GSI is subject to political, economic, legal, operational and other risks that are inherent in operating in many countries. • GSI may incur losses as a result of unforeseen or catastrophic events, including the emergence of a pandemic, terrorist attacks, extreme weather events or other natural disasters.
D.3	Key risks that are specific to the Securities:	• You may lose some or all of your entire investment in the Securities where: o We (as Issuer) fail or are otherwise unable to meet our payment obligations; or o You do not hold your Securities to maturity and the secondary sale price you receive is less than the original purchase price. o Your Securities are redeemed early due to an unexpected event

		and the amount you receive is less than the original purchase price. • The estimated value of your Securities (as determined by reference to pricing models used by us) at the time the terms and conditions of your Securities are set on the trade date, will be less than the original issue price of your Securities. • Your Securities may not have an active trading market, and you may be unable to dispose of them. • We give no assurance that application for listing and admission to trading will be granted (or, if granted, will be granted by the issue date) or that an active trading market in the Securities will develop. We may discontinue any such listing at any time. • The initial issue size of U.S.$ 100,000,000 could be reduced following issuance, and this could have a negative effect on your ability to sell the Securities in the secondary market. • The performance of interest rates is dependent upon a number of factors, including supply and demand on the international money markets, which are influenced by measures taken by governments and central banks, as well as speculations and other macroeconomic factors. • Indices which are deemed 'benchmarks' are the subject of recent national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective whilst others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, or have other consequences which cannot be predicted.
SECTION E – THE OFFER
E.2b	Reasons for the offer and use of proceeds	The net proceeds of the issue of the Securities will be used in the general business of the Issuer.
E.3	Terms and conditions of the offer	No public offer of the Securities is being made. The Issue Price is 100 per cent. (100%) of the Aggregate Nominal Amount.
E.4	Interests material to the issue/offer	So far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the issue, including conflicting interests.
E.7	Estimated expenses charged to the investor by the issuer or the offeror	Not applicable. There are no estimated expenses charged to the investor by the Issuer or the offeror.

RISK FACTORS

An investment in your Securities is subject to the risks described below. You should carefully review (i) the applicable risk factors in the section entitled "Risk Factors" from the Base Prospectus incorporated by reference in this Prospectus (see the section entitled "Documents Incorporated by Reference" below) and (ii) the additional risk factors set out below, as well as the terms and conditions of the Securities described in this Prospectus. You should carefully consider whether the Securities are suited to your particular circumstances, including to consult your own professional advisers as necessary. We do not give to you as a prospective purchaser of Securities any assurance or guarantee as to the merits, performance or suitability of the Securities, and you should be aware that we act as an arm's-length contractual counterparty and not as an advisor or fiduciary.

RISK WARNING OF POTENTIAL LOSS OF SOME OR ALL OF YOUR INVESTMENT

You may lose some or all of your entire investment in the Securities where:

•

The Issuer fails or is otherwise unable to meet its payment obligations: The Securities are unsecured obligations. They are not bank deposits and are not insured or guaranteed by the UK Financial Services Compensation Scheme or any other government or governmental or private agency or deposit protection insurance scheme in any jurisdiction. Therefore, if the Issuer fails or is otherwise unable to meet its payment obligations under the Securities, you will lose some or all of your investment.

•

The secondary sale price is less than the original purchase price: The market price of your Securities prior to maturity may be significantly lower than the purchase price you pay for them. Consequently, if you sell your Securities before the stated scheduled redemption date, you may receive far less than your original invested amount.

These circumstances are more fully described below.

A. FACTORS THAT MAY AFFECT OUR ABILITY TO FULFIL OUR OBLIGATIONS UNDER THE SECURITIES

The payment of any amount due on the Securities is subject to our credit risk. The Securities are our unsecured obligations.

The Securities are not bank deposits and are not insured or guaranteed by the UK Financial Services Compensation Scheme or any other government or governmental or private agency, or deposit protection scheme in any jurisdiction. Investors are dependent on our ability to pay all amounts due on the Securities, and therefore investors are subject to our credit risk and to changes in the market's view of our creditworthiness.

Goldman Sachs International ("GSI") is a member of a group of companies of which The Goldman Sachs Group, Inc. is the holding company (the "Goldman Sachs Group" or "Goldman Sachs"). However, the Securities are not insured or guaranteed by The Goldman Sachs Group, Inc. ("GSG"), or any affiliate of GSG or any other entity. As a holder of Securities, you will not have any recourse against The Goldman Sachs Group, Inc. or any other company in the Goldman Sachs Group other than GSI, and shall not have recourse against any other person, with respect to the performance of the Securities.

You should also read "Risk Factors – 2. Risks relating to GSI" in the Base Prospectus incorporated by reference herein.

Risks relating to the potential exercise by a UK resolution authority of its resolution powers in relation to GSI

The EU Bank Recovery and Resolution Directive ("BRRD") entered into force on July 2, 2014. Its stated aim is to provide national "resolution authorities" with powers and tools to address banking crises pre- emptively in order to safeguard financial stability and minimise taxpayers' exposure to losses.

The majority of the requirements of the BRRD have been implemented in the UK through the UK Xxxxxxx Xxx 0000, as amended and related statutory instruments (the "UK Banking Act"). The UK Banking Act provides for a "resolution regime" granting substantial powers to the Bank of England (or, in certain circumstances, HM Treasury), to implement resolution measures (in consultation with other UK authorities) with respect to a UK financial institution (for example, such as GSI) where the UK resolution authority considers that the relevant institution is failing or is likely to fail, there is no reasonable prospect of other measures preventing the failure of the institution and action is necessary in the public interest.

The resolution powers available to the UK resolution authority include powers to:

• write down the amount owing or convert the relevant securities into other securities, including ordinary shares of the relevant institution (or a subsidiary) – the so-called "bail-in" tool;

• transfer all or part of the business of the relevant institution to a "bridge bank";

• transfer impaired or problem assets to an asset management vehicle; and

• sell the relevant institution to a commercial purchaser.

In addition, the UK resolution authority is empowered to modify contractual arrangements, suspend enforcement or termination rights that might otherwise be triggered and disapply or modify laws in the UK (with possible retrospective effect) to enable the recovery and resolution powers under the UK Banking Act to be used effectively.

You should be aware that the exercise of any such resolution power or even the suggestion of any such potential exercise in respect of GSI (or any member of the GSI group) could have a material adverse effect on the rights of holders of Securities, and could lead to a loss of some or all of the investment. The resolution regime is designed to be triggered prior to insolvency of the relevant institution, and holders of securities issued by such institution may not be able to anticipate the exercise of any resolution power (including exercise of the "bail-in" tool) by the UK resolution authority. Further, holders of securities issued by an institution which has been taken into a resolution regime will have very limited rights to challenge the exercise of powers by the UK resolution authority, even where such powers have resulted in the write down of the securities or conversion of the securities to equity.

B. FACTORS WHICH ARE MATERIAL FOR THE PURPOSES OF ASSESSING THE MARKET RISKS IN RELATION TO THE SECURITIES

1. Risks associated with the value and liquidity of your Securities

1.1 The estimated value of your Securities (as determined by reference to pricing models used by us) at the time the terms and conditions of your Securities are set on the trade date, will be less than the original issue price of your Securities

The original issue price for your Securities will exceed the estimated value of your Securities as from the trade date, as determined by reference to our pricing models and taking into account our credit spreads. The difference between the estimated value of your Securities as of the time the terms and conditions of

your Securities were set on the trade date and the original issue price is a result of many factors, including among others on issuance, the expenses incurred in creating, documenting and marketing the Securities and our own internal funding costs (being an amount based on what we would pay to holders of a non-structured security with a similar maturity). The difference may be greater when the Securities are initially traded on any secondary markets and may gradually decline in value during the term of the Securities.

In estimating the value of your Securities as of the time the terms and conditions of your Securities were set on the trade date, our pricing models consider certain variables, including principally our credit spreads, interest rates (forecasted, current and historical rates), volatility, price-sensitivity analysis and the time to maturity of the Securities. These pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, the actual value you would receive if you sold your Securities in the secondary market, if any, to others may differ, perhaps materially, from the estimated value of your Securities determined by reference to our models due to, among other things, any differences in pricing models or assumptions used by others.

1.2 The value, quoted price and yield of your Securities (if any) at any time will reflect many factors and cannot be predicted

The value, quoted price and yield of your Securities (if any) at any time will reflect many factors and cannot be predicted. The following factors, amongst others, many of which are beyond our control, may influence the market value of your Securities:

• interest rates and yield rates in the market;

• the time remaining until your Securities mature; and

• our creditworthiness, whether actual or perceived, and including actual or anticipated upgrades or downgrades in our credit ratings or changes in other credit measures.

If we make a market in the Securities, the price quoted by us would reflect any changes in market conditions and other relevant factors, including any deterioration in our creditworthiness or perceived creditworthiness. These changes may adversely affect the value of your Securities, including the price you may receive for your Securities in any market making transaction. To the extent that we make a market in the Securities, the quoted price will reflect the estimated value determined by reference to our pricing models at that time, plus or minus its customary bid and ask spread for similar sized trades of structured securities and subject to the declining excess amount described in risk factor 1.1 (The estimated value of your Securities (as determined by reference to pricing models used by us) at the time the terms and conditions of your Securities are set on the trade date, will be less than the original issue price of your Securities) above.

Further, if you sell or buy your Securities on the secondary market, you will likely be charged a commission for secondary market transactions, or, in the case of a sale of the Securities the price will likely reflect a dealer discount. This commission or discount will further reduce the proceeds you would receive for your Securities in a secondary market sale.

If you sell your Securities prior to maturity, you may receive less than the face amount or initial purchase price of your Securities.

There is no assurance that we or any other party will be willing to purchase your Securities at any price and, in this regard, we are not obligated to make a market in the Securities. See risk factor 1.3 ("Your Securities may not have an active trading market") below.

In addition, please note that the yield of the Securities will also depend on their purchase and sale price on the secondary market. Such prices may differ significantly from the original issue price of your Securities and from the redemption price at maturity.

1.3 Your Securities may not have an active trading market

Unless we expressly tell you otherwise, or to the extent that the rules of any stock exchange on which the Securities are listed and admitted to trading require us to provide liquidity in respect of the Securities, there may be little or no secondary market for your Securities and you may be unable to sell them.

If we do make a market for the Securities, we may cease to do so at any time without notice to you and we are not obligated to provide any quotation of bid or offer price(s) of the Securities which is favourable to you.

Application (i) has been made by the Issuer (or on its behalf) for the Securities to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg Stock Exchange; and (ii) will be made by the Issuer (or on its behalf) for the Securities to be listed on Borsa Italiana S.p.A. and admitted to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market), a regulated market organised and managed by Borsa Italiana S.p.A., however, we give no assurance that such applications will be accepted, that any particular Securities will be so admitted, or that an active trading market in the Securities will develop. We may discontinue any such listing at any time.

Even if a secondary market for your Securities develops, it may not provide significant liquidity and transaction costs in any secondary market could be high. As a result, the difference between bid and asked prices for your Securities in any secondary market could be substantial. See also risk factor 1.2 ("The value, quoted price and yield of your Securities (if any) at any time will reflect many factors and cannot be predicted") above. There may be less liquidity in the secondary market for the Securities also if they are exclusively offered to retail investors without any offer to institutional investors.

On the Issue Date (being January 15, 2016), U.S.$ 100,000,000 of Securities will be issued to and made available for sale by GSI (in its capacity as Dealer), and as soon as practicable thereafter, listed and admitted to trading on both the Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated market of the Luxembourg Stock Exchange for purchase by investors. However, GSI (in its capacity as Dealer) reserves its right to cancel some or all of the Securities that it holds at any time prior to the Maturity Date (being January 15, 2026), such right to be exercised in accordance with applicable laws, the terms and conditions of the Securities and the applicable rules of Borsa Italiana S.p.A. and the Luxembourg Stock Exchange including as to notification. In particular, at any time following listing and admission to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated market of the Luxembourg Stock Exchange, GSI (in its capacity as Dealer) may cancel some or all of any Securities which have not been purchased by investors by such time. Accordingly, the total amount of Securities outstanding at any time may be significantly less than U.S.$ 100,000,000, and this could have a negative impact on an investor's ability to sell the Securities in the secondary market. Notification of any such cancellation of Securities will be made on the website of Borsa Italiana S.p.A. (xxx.xxxxxxxxxxxxx.xx) and in any case according to the rules of Borsa Italiana S.p.A. and on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx).

You should therefore not assume that the Securities can be sold at a specific time or at a specific price during their life, and you should assume that you may need to hold them until they mature.

2. Risks associated with certain terms of the Securities, including adjustment, substitution and amendments

2.1 Your Securities may be redeemed prior to maturity due to a change in law, and you may lose some

or all of your investment

Where, due to a change in law, our performance under the Securities or hedging transactions relating to the Securities has become (or there is a substantial likelihood in the immediate future that it will become) illegal or impractical, we may, in our discretion, redeem the Securities.

Following any such early redemption of the Securities, you may not be able to reinvest the proceeds from such redemption at a comparable return and/or with a comparable interest rate for a similar level of risk. You should consider such reinvestment risk in light of other available investments when you purchase the Securities.

2.2 The Issuer of your Securities may be substituted with another company

The Issuer may be substituted as principal obligor under the Securities by any company from the Goldman Sachs Group of companies. Whilst the new issuer will provide an indemnity in your favour in relation to any additional tax or duties that become payable solely as a result of such substitution, you will not have the right to consent to such substitution.

2.3 We may amend the terms and conditions of your Securities in certain circumstances without your consent; amendments to the Securities will bind all holders thereof

The terms and conditions of the Securities may be amended by us without your consent as a holder of the Securities in any of the following circumstances:

• to correct a manifest or proven error or omission;

• where the amendment is of a formal, minor or technical nature; or

• where such amendment will not materially and adversely affect the interests of holders.

In certain other circumstances, the consent of a defined majority of holders is required to make amendments. The terms and conditions of the Securities contain provisions for holders of Securities to call and attend meetings to vote upon such matters or to pass a written resolution in the absence of such a meeting. Resolutions passed at such a meeting, or passed in writing, can bind all holders of Securities, including investors that did not attend or vote, or who do not consent to the amendments.

3. Risks associated with foreign exchange rates

3.1 You may be exposed to foreign exchange risk on your Securities

Foreign exchange fluctuations between your home currency and the currency in which payments under the Securities is denominated may affect you if you intend to convert gains or losses from the sale of Securities into your home currency.

Foreign exchange rates are, and have been, highly volatile and determined by supply and demand for currencies in the international foreign exchange markets; such fluctuations in rates are subject to economic factors, including, among others, inflation rates in the countries concerned, interest rate differences between the respective countries, economic forecasts, international political factors, currency convertibility and safety of making financial investments in the currency concerned, speculation and measures taken by governments and central banks.

Foreign currency exchange rates can either float or be fixed by sovereign governments. From time to time, governments use a variety of techniques, such as intervention by a country's central bank or imposition of regulatory controls or taxes, to affect the exchange rate of their currencies. Governments

may also issue a new currency to replace an existing currency or alter the exchange rate or exchange characteristics by devaluation or revaluation of a currency. Thus, a particular concern in purchasing Securities with foreign exchange risks as described above is that their yields or payouts could be significantly and unpredictably affected by governmental actions. Even in the absence of governmental action directly affecting currency exchange rates, political or economic developments in the country of the relevant currency or elsewhere could lead to significant and sudden changes in the exchange rate of that currency and others. These changes could negatively (or positively) affect the value of and return on the Securities as participants in the global currency markets move to buy or sell the relevant currency in reaction to these developments.

Governments have imposed from time to time and may in the future impose exchange controls or other conditions, including taxes, with respect to the exchange or transfer of a currency that could affect exchange rates as well as the availability of the currency for a Security at its maturity or on any other payment date. In addition, your ability to move currency freely out of the country in which payment in the currency is received or to convert the currency at a freely determined market rate could be limited by governmental actions.

4. Risks associated with discretionary powers of the Issuer and the Calculation Agent including in relation to our hedging arrangements

As described elsewhere in these risk factors, the occurrence of certain events – relating to the Issuer, our hedging arrangements, taxation, the relevant currency or other matters – the occurrence of which may give rise to discretionary powers on our part (as Issuer or as Calculation Agent) under the terms and conditions of the Securities.

In relation to our hedging arrangements, we (including through one or more affiliates of the Issuer) may enter into one or more arrangements to cover our exposure to the relevant cash amounts to be paid or assets to be delivered under the Securities as these fall due. We describe some of the potential types of arrangements in risk factor 7.1 (Our hedging, trading, issuance and underwriting activities may create conflicts of interest between you and us) below. The particular hedging arrangements (if any) undertaken by us, and their cost, will likely be a significant determinant of the price and the economic terms and conditions of your Securities. Accordingly, if an event occurs which negatively impacts our hedging arrangements, we may have discretionary powers under the terms and conditions of your Securities as described in the paragraph immediately above to account for such impact on our heading arrangements. The exercise by us of such discretionary powers may have a negative impact on the value of and return on your Securities.

5. Risks associated with Interest Rates as Underlying Assets

5.1 Various unpredictable factors may affect the performance of interest rates

The performance of interest rates is dependent upon a number of factors, including supply and demand on the international money markets, which are influenced by measures taken by governments and central banks, as well as speculations and other macroeconomic factors.

5.2 Regulation and reform of "benchmarks", including LIBOR, EURIBOR and other interest rate, equity, commodity, foreign exchange rate and other types of benchmarks

The London Inter-Bank Offered Rate ("LIBOR"), the Euro Interbank Offered Rate ("EURIBOR") and other interest rate, equity, commodity, foreign exchange rate and other types of indices which are deemed to be "benchmarks" are the subject of recent national, international and other regulatory guidance and proposals for reform. Some of these reforms are already effective whilst others are still to be implemented. These reforms may cause such "benchmarks" to perform differently than in the past, or to

disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Securities linked to such a "benchmark".

Key international proposals for reform of "benchmarks" include XXXXX'x Principles for Financial Market Benchmarks (July 2013) (the "IOSCO Benchmark Principles") and the proposed EU Regulation on indices used as benchmarks in certain financial instruments and financial contracts (the "Proposed Benchmark Regulation").

The IOSCO Benchmark Principles aim to create an overarching framework of principles for benchmarks to be used in financial markets, specifically covering governance and accountability as well as the quality and transparency of benchmark design and methodologies. A review published by XXXXX in February 2015 of the status of the voluntary market adoption of the XXXXX Xxxxxxxxx Principles noted that, as the benchmarks industry is in a state of change, further steps may need to be taken by XXXXX in the future, but that it is too early to determine what those steps should be. The review noted that there has been a significant market reaction to the publication of the XXXXX Xxxxxxxxx Principles, with widespread efforts being made to implement the XXXXX Xxxxxxxxx Principles by the majority of administrators surveyed.

On November 25, 2015, agreement was reached between the European Commission, the European Parliament and the European Council on the final text of the Proposed Benchmark Regulation. The text of the Proposed Benchmark Regulation is subject to EU Parliamentary approval next year. While still unclear, it appears that the Proposed Benchmark Regulation could be implemented by not earlier than November 2017.

Assuming that the current text is passed without change (as appears likely), the Proposed Benchmark Regulation would apply to "contributors", "administrators" and "users" of "benchmarks" in the EU, and would, among other things, (i) require benchmark administrators to be authorised (or, if non-EU-based, to have satisfied certain "equivalence" conditions in its local jurisdiction or be "endorsed" for such purpose by an EU competent authority) and to comply with extensive requirements in relation to the administration of "benchmarks" and (ii) ban the use of "benchmarks" of unauthorised administrators. The scope of the Proposed Benchmark Regulation is wide and, in addition to so-called "critical benchmark" indices such as LIBOR and EURIBOR, could also potentially apply to many other interest rate indices, as well as equity, commodity and foreign exchange rate indices and other indices (including "proprietary" indices or strategies) which are referenced in certain financial instruments (essentially, securities or OTC derivatives listed on an EU regulated market, EU multilateral trading facility (MTF), EU organised trading facility (OTF) or "systematic internaliser"), certain financial contracts and investment funds.

The Proposed Benchmark Regulation could have a material impact on Securities linked to a "benchmark" rate or index, including in any of the following circumstances:

• a rate or index which is a "benchmark" could not be used as such if its administrator does not obtain authorisation or is based in a non-EU jurisdiction which (subject to applicable transitional provisions) does not satisfy the "equivalence" conditions and is not "endorsed" for such purpose. In such event, depending on the particular "benchmark" and the applicable terms of the Securities, the Securities could be de-listed, adjusted, redeemed prior to maturity or otherwise impacted; and

• the methodology or other terms of the "benchmark" could be changed in order to comply with the terms of the Proposed Benchmark Regulation, and such changes could have the effect of reducing or increasing the rate or level or affecting the volatility of the published rate or level, and could lead to adjustments to the terms of the Securities, including Calculation Agent determination of the rate or level in its discretion.

Any of the international, national or other proposals for reform or the general increased regulatory scrutiny of "benchmarks" could increase the costs and risks of administering or otherwise participating in the setting of a "benchmark" and complying with any such regulations or requirements. Such factors may have the effect of discouraging market participants from continuing to administer or contribute to certain "benchmarks", trigger changes in the rules or methodologies used in certain "benchmarks" or lead to the disappearance of certain "benchmarks". The disappearance of a "benchmark" or changes in the manner of administration of a "benchmark" could result in adjustment to the terms and conditions, early redemption, discretionary valuation by the Calculation Agent, delisting or other consequence in relation to Securities linked to such "benchmark". Any such consequence could have a material adverse effect on the value of and return on any such Securities.

6. Risks associated with taxation

Tax laws may change and this may have a negative impact on your Securities

Tax law and practice is subject to change, possibly with retrospective effect and this could adversely affect the value of your Securities to you and/or their market value generally. Any such change may (i) cause the tax treatment of the Securities to change from what you understood the position to be at the time of purchase; (ii) render the statements in this Prospectus concerning relevant tax law and practice in relation to the Securities inaccurate or inapplicable in some or all respects to certain Securities or have the effect that this Prospectus does not include material tax considerations in relation to certain Securities; or (iii) give us the right to redeem the Securities early, if such change has the effect that our performance under the Securities or hedging transaction relating to the Securities is unlawful or impracticable (see risk factor 2.1 (Your Securities may be redeemed prior to maturity due to a change in law, and you may lose some or all of your investment)). You should consult your own tax advisers about the tax implications of holding any Security and of any transaction involving any Security.

7. Risks associated with conflicts of interest between Goldman Sachs Group and purchasers of Securities

The various roles and trading activities of Goldman Sachs could create conflicts of interest between you and us.

7.1 Our hedging, trading, issuance and underwriting activities may create conflicts of interest between you and us

In anticipation of the sale of the Securities, we and/or our affiliates may (but are not obligated to) enter into hedging transactions involving purchase of the underlying components, indices designed to track the performance of the relevant markets or components of such markets or other transactions on or before the trade date. In addition, from time to time after we issue the Securities, we and/or our affiliates expect to enter into additional hedging transactions and to unwind those we have entered into, in connection with the Securities and perhaps in connection with other Securities we issue, some of which may have returns linked to commodities or foreign currencies or other assets. Consequently, with regard to your Securities, from time to time, we may acquire or dispose of the specified currency of the Securities in foreign exchange transactions involving other currencies.

We and/or our affiliates may acquire a long or short position in securities similar to your Securities from time to time and may, in our or their sole discretion, hold or resell those securities.

In the future, we and/or our affiliates expect to close out hedge positions relating to the Securities and perhaps relating to other Securities with returns linked to foreign currencies. We expect these steps to involve sales of instruments linked to the foreign currencies on or shortly before the trade date. These steps also may involve sales and/or purchases of listed or over-the-counter options, futures or other

instruments linked to the foreign currencies, constituent indices or indices designed to track the performance of the exchange or other markets or other components of such markets, as applicable.

7.2 As Calculation Agent, we will have the authority to make determinations that could affect the market value and return on your Securities

The Calculation Agent is GSI. The Calculation Agent has the authority (i) to determine whether certain specified events and/or matters so specified in the conditions relating to the Securities have occurred, and

(ii) to determine the consequence of such event, including potentially, revised calculations, adjustments, postponements or early redemption of the Securities. See risk factor 4 (Risks associated with discretionary powers of the Issuer and the Calculation Agent including in relation to our hedging arrangements) above. Any such determination made by the Calculation Agent (in the absence of manifest or proven error) shall be binding on the Issuer and all purchasers of the Securities. Any such determinations may have an adverse impact on the value of and return on the Securities.

8. Risks associated with potential 'bail-in' of Securities

See "Risks relating to the potential exercise by a UK resolution authority of its resolution powers in relation to GSI" above.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the documents incorporated by reference into this Prospectus. The information contained in the following documents (other than any documents which are incorporated by reference into such following documents) is hereby incorporated by reference into this Prospectus and deemed to form a part of this Prospectus:

(i) the base prospectus dated November 17, 2015 relating to issues of non-equity securities under the Programme by Goldman Sachs International and Goldman Sachs & Co. Wertpapier GmbH (the "Original Base Prospectus");

(ii) Supplement No. 1 to the Original Base Prospectus dated November 20, 2015 ("Base Prospectus Supplement No. 1" and the Original Base Prospectus as supplemented, the "Base Prospectus");

(iii) the Unaudited Quarterly Financial Report of GSI (the "GSI's September 2015 Financial Statements"), containing, in Part 2, the Unaudited Financial Statements of GSI for the period ended September 30, 2015;

(iv) the Unaudited Half-Yearly Financial Report of GSI (the "GSI's June 2015 Financial Statements"), containing, in Part 2, the Unaudited Financial Statements of GSI for the period ended June 30, 2015;

(v) the Annual Report for the fiscal year ended December 31, 2014 of GSI (the "GSI's 2014 Annual Report"), containing, in Part 2, the Directors' Report and Financial Statements of GSI for the period ended December 31, 2014 (the "GSI's 2014 Financial Statements"); and

(vi) the Annual Report for the fiscal year ended December 31, 2013 of GSI (the "GSI's 2013 Annual Report"), containing, in Part 2, the Directors' Report and Financial Statements of GSI for the period ended December 31, 2013.

The table below sets out the relevant page references for the information incorporated into this Prospectus by reference. The information incorporated by reference that is not included in the cross-reference list is considered as additional information and is not required by the relevant schedules of Commission Regulation (EC) No. 809/2004 (as amended). Information not incorporated by reference are not relevant for the investor or are covered in other parts of this Prospectus.

Pursuant to Article 23.4 of the Prospectus Regulation, audited cash flow statements for GSI for the year 2013 may be omitted from this Prospectus because, having regard to the information already included in the Prospectus and the nature of the Securities, a cash flow statement of the kind provided for in the Prospectus Regulation will not provide prospective investors with meaningful additional information for the purposes of their assessment of GSI or the Securities, and therefore including such information would be non-pertinent for the purposes of such assessment. Such information is only pertinent in being reviewed in relation to the 2014 audited cash flow statement.

The Luxembourg Stock Exchange will publish such documents on its website at xxx.xxxxxx.xx.

Information incorporated by reference Page reference

From the Original Base Prospectus

Risk Factors

2. Risks relating to GSI Pages 47-59

Commonly Asked Questions about the Programme Pages 103-114

General Terms and Conditions of the Notes Pages 167-213

Coupon Payout Conditions Pages 214-222

Forms of the Notes Pages 556-557

Book-Entry Clearing Systems Pages 558-560

Use of Proceeds Page 561

Goldman Sachs International

General Information xx Xxxxxxx Sachs International Page 562

Capitalisation Pages 562-563

Corporate Governance Page 563

Management of GSI Page 563

Audit Committee Pages 563-565

Selected Financial Information Page 565

The proposed financial transactions tax Pages 569

United Kingdom Tax Considerations Pages 000-000

Xxxxxxxxxx Tax Considerations Pages 573-574

Selling Restrictions Pages 616-634

Offers and Sales and Distribution Arrangements Page 635 Index of Defined Terms Pages 647-655

From Base Prospectus Supplement No. 1

Amendments to the Base Prospectus Pages 2-6

GSI's September 2015 Financial Statements

Management Report Pages 2-21

Profit and Loss Account Page 22

Balance Sheet Page 23

Statement of Cash Flows Page 25

Notes to the Financial Statements Pages 26-45

GSI's June 2015 Financial Statements

Management Report Pages 2-26

Profit and Loss Account Page 28

Balance Sheet Page 29

Statement of Cash Flows Page 31

Notes to the Financial Statements Pages 32-59

From the GSI's 2014 Annual Report

Strategic Report Pages 2-54

Report of the Directors Pages 56-58

Balance Sheet Page 62

Profit and Loss Account Page 61

Statement of Cash Flows Page 63

Notes to the Financial Statements Pages 00-000

Xxxxxxxxxxx Auditors' Report Pages 59-60

From the GSI's 2013 Annual Report

Strategic Report Pages 2-49

Report of the Directors Pages 51-53

Balance Sheet Page 57

Profit and Loss Account Page 56

Statement of Cash Flows N/A2

Notes to the Financial Statements Pages 58-84

Independent Auditors' Report Pages 54-55

GSI will provide without charge to each person to whom this Prospectus is delivered, upon his or her written or oral request, a copy of the documents referred to above which has been incorporated by reference into this

2 The Statement of Cash Flows of GSI for the fiscal year ended December 31, 2013 are contained in GSI's 2014 Annual Report.

Prospectus, excluding exhibits to the documents unless they are specifically incorporated by reference into the documents. Investors can request the documents from Investor Relations, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXX, telephone x0 (000) 000-0000. This Prospectus has been filed with the Commission de Surveillance du Secteur Financier, and will be published on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx).

CONTRACTUAL TERMS

ISIN: XS1267261805

Common Code: 126726180

Valoren: 29386492 PIPG Tranche Number: 61559

The terms and conditions ("Conditions") of the Securities shall comprise (i) the General Terms and Conditions of the Notes (the "Original General Note Condition") as amended by (ii) the Annex below (and subsequent to such amendments, the "General Note Conditions") as completed and/or amended by (iii) these Contractual Terms. In the event of any inconsistency between the General Note Conditions and these Contractual Terms, these Contractual Terms shall prevail.

All references in the General Note Conditions to "Final Terms" shall be deemed to be references to these Contractual Terms.

The Original General Note Conditions are incorporated by reference herein: see the section entitled "Documents Incorporated by Reference" above.

Terms used herein shall be deemed to be defined as such for the purposes of the General Note Conditions set forth in the Base Prospectus.

1. Tranche Number: One.

2. Specified Currency or Currencies: United States dollar ("USD" or "U.S.$ ").

3. Aggregate Nominal Amount:

(i) Series: U.S.$ 100,000,000.

(ii) Tranche: U.S.$ 100,000,000.

On the Issue Date (being January 15, 2016), an aggregate nominal amount of U.S.$ 100,000,000 of Securities will be issued to and made available for sale by Goldman Sachs International (in its capacity as Dealer) ("GSI"), and as soon as practicable thereafter, listed and admitted to trading on both the Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated market of the Luxembourg Stock Exchange for purchase by investors. However, GSI reserves its right to cancel some or all of the Securities that it holds at any time prior to the Maturity Date (being January 15, 2026), such right to be exercised in accordance with applicable laws, the terms and conditions of the Securities and the applicable rules of Borsa Italiana

S.p.A. and the Luxembourg Stock Exchange including as to notification. In particular, at any time following listing and admission to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market) and the regulated market of the Luxembourg Stock Exchange,

GSI may cancel some or all of any Securities which have not been purchased by investors by such time. Accordingly, the aggregate nominal amount of Securities outstanding at any time may be significantly less than U.S.$ 100,000,000, and this could have a negative impact on an investor's ability to sell the Securities in the secondary market. Notification of any such cancellation of Securities will be made on the website of Borsa Italiana S.p.A. (xxx.xxxxxxxxxxxxx.xx) and in any case according to the rules of Borsa Italiana

S.p.A. and on the website of the Luxembourg Stock Exchange (xxx.xxxxxx.xx).

4. Issue Price: 100 per cent. (100%) of the Aggregate Nominal Amount.

5. Specified Denomination: U.S.$ 2,000.

6. Calculation Amount: U.S.$ 2,000.

7. Issue Date: January 15, 2016.

8. Maturity Date: Scheduled Maturity Date is January 15, 2026.

(i) Strike Date: Not Applicable.

(ii) Relevant Determination Date (General Note Condition 2(a)):

Not Applicable.

(iii) Scheduled Determination Date: Not Applicable.

(iv) First Maturity Date Specific Adjustment:

Not Applicable.

(v) Second Maturity Date Specific Adjustment:

Not Applicable.

(vi) Business Day Adjustment: Not Applicable.

(vii) Maturity Date Business Day Convention:

No Adjustment.

For the avoidance of doubt, General Note Condition 11(i) (Payments on Business Days) shall apply to the Maturity Date.

9. Underlying Asset(s): Not Applicable.

VALUATION PROVISIONS

10. Valuation Date(s): Not Applicable.

11. Initial Valuation Date: Not Applicable.

12. Averaging: Not Applicable.

13. Asset Initial Price: Not Applicable.

14. Adjusted Asset Final Reference Date: Not Applicable.

15. Adjusted Asset Initial Reference Date: Not Applicable.

16. FX (Final) Valuation Date: Not Applicable.

17. FX (Initial) Valuation Date: Not Applicable.

18. Final FX Valuation Date: Not Applicable.

19. Initial FX Valuation Date: Not Applicable.

COUPON PAYOUT CONDITIONS

20. Coupon Payout Conditions: Applicable.

21. Interest Basis: In respect of:

(i) the Interest Payment Date scheduled to fall on January 15, 2017 and the Interest Payment Date scheduled to fall on January 15, 2018, 6.00 per cent. (6.00%) Fixed Rate; and

(ii) each Interest Payment Date (other than the Interest Payment Date scheduled to fall on January 15, 2017 and the Interest Payment Date scheduled to fall on January 15, 2018), USD- LIBOR Floating Rate.

22. Interest Commencement Date: Issue Date.

23. Fixed Rate Note Conditions (General Note Condition 7):

Applicable.

(i) Rate(s) of Interest: 6.00 per cent. (6.00%) per cent. per annum payable annually in arrear.

(ii) Interest Payment Date(s): January 15, 2017 and January 15, 2018.

For the avoidance of doubt, General Note Condition 11(i) (Payments on Business Days) shall apply to the Interest Payment Dates.

The Interest Periods shall be "Unadjusted".

(iii) Fixed Coupon Amount(s): Not Applicable.

(iv) Broken Amount(s): Not Applicable.

(v) Day Count Fraction: 30/360.

(vi) Step Up Fixed Rate Note Conditions (General Note Condition 7(e)):

Not Applicable.

24. BRL FX Conditions (Coupon Payout Condition 1.1(c)):

Not Applicable.

25. FX Security Conditions (Coupon Payout Condition 1.1(d)):

Not Applicable.

26. Floating Rate Note Conditions (General Note Condition 8):

Applicable

(i) Interest Period(s): Unadjusted.

(ii) Interest Payment Dates: The 15th day of January, April, July and October in each

calendar year from, and including, April 15, 2018 to, and including, October 15, 2025 and the Maturity Date, in each case subject to adjustment in accordance with the Business Day Convention.

(iii) Business Day Convention: Following Business Day Convention.

(iv) Manner in which the Rate(s) of Interest is/are to be determined:

(v) Screen Rate Determination (General Note Condition 8(c)):

Screen Rate Determination. Applicable.

(a) Reference Rate: Reuters Screen shall prevail.

(b) Reference Rate Currency: USD

(c) Interest Determination Date(s): In respect of each Interest Period commencing on or

after January 15, 2018, the Interest Determination Date for such Interest Period shall be the second London Banking Day falling prior to the first day of such Interest Period.

Where "London Banking Day" means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

(d) Relevant Screen Page(s): Reuters Screen: LIBOR01.

(e) Relevant Maturity: Three months.

(f) Relevant Time: 11.00 a.m., London time.

(g) Relevant Financial Centre: London.

(h) Specified Time for the purposes of General Note Condition 8(c)(iii):

As specified in General Note Condition 8(c)(iii).

For the purposes of applying General Note Condition 8(c)(iii), the Principal Financial Centre of the Specified Currency shall be deemed to be New York City.

(i) Reference Rate 0% Floor: Not Applicable.

(vi) ISDA Determination (General Note Condition 8(d)):

Not Applicable.

(vii) Steepener Floating Rate Conditions (General Note Condition 8(e)):

Not Applicable.

(viii) Margin(s): Not Applicable.

(ix) Participation Rate: Not Applicable.

(x) Minimum Rate of Interest: 1.25 per cent. per annum.

(xi) Maximum Rate of Interest: 6.00 per cent. per annum.

(xii) Day Count Fraction: 30/360.

(xiii) Specified Period: Not Applicable.

(xiv) Capped Floored Floating Rate Note Conditions (General Note Condition 8(g)):

(xv) Substitute or Successor Rate of Interest (General Note Condition 8(h)):

27. Change of Interest Basis (General Note Condition 9):

Applicable.

Applicable.

Not Applicable.

28. Conditional Coupon (Coupon Payout Condition 1.3)

Not Applicable.

AUTOCALL PAYOUT CONDITIONS

29. Automatic Early Redemption (General Note Condition 10(i):

Not Applicable.

30. Autocall Payout Conditions: Not Applicable.

REDEMPTION PROVISIONS

31. Redemption/Payment Basis: Redemption at par.

32. Redemption at the option of the Issuer (General Note Condition 10(b)):

Not Applicable.

33. Redemption at the option of Noteholders (General Note Condition 10(c)):

Not Applicable.

34. Zero Coupon Note Conditions: Not Applicable.

35. Final Redemption Amount of each Note (General Note Condition 10(a)):

U.S.$ 2,000 per Calculation Amount.

FINAL REDEMPTION AMOUNT PAYOUT CONDITIONS

36. Single Limb Payout (Payout Condition 1.1): Not Applicable.

37. Multiple Limb Payout (Payout Condition 1.2):

Not Applicable.

38. Downside Physical Settlement (Payout Condition 1.2(c)(ii):

Not Applicable.

39. Barrier Event Conditions (Payout Condition 2):

Not Applicable.

40. Trigger Event Conditions (Payout Condition 3):

Not Applicable.

41. Currency Conversion: Not Applicable.

42. Physical Settlement (General Note Condition 12(a)):

Not Applicable.

43. Non-scheduled Early Repayment Amount: Par.

− Adjusted for any reasonable expenses and costs:

Not Applicable.

SHARE LINKED NOTE / INDEX LINKED NOTE / COMMODITY LINKED NOTE / FX LINKED NOTE / INFLATION LINKED NOTE

44. Type of Notes: The Notes are Fixed Rate Notes and Floating Rate Notes

– the Fixed Rate Note Conditions and the Floating Rate Note Conditions are applicable.

45. Share Linked Notes: Not Applicable.

46. Index Linked Notes: Not Applicable.

47. Commodity Linked Notes (Single Commodity or Commodity Basket):

Not Applicable.

48. Commodity Linked Notes (Commodity Index):

Not Applicable.

49. FX Linked Notes: Not Applicable.

50. Inflation Linked Notes: Not Applicable.

51. EIS Notes: Not Applicable.

52. Multi-Asset Basket Linked Notes: Not Applicable.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

53. FX Disruption Event/CNY FX Disruption Event/Currency Conversion Disruption Event (General Note Condition 13):

Not Applicable.

54. Rounding (General Note Condition 22):

(i) Non-Default Rounding − calculation values and percentages:

Not Applicable.

(ii) Non-Default Rounding − amounts due and payable:

Not Applicable.

(iii) Other Rounding Convention: Not Applicable.

55. Additional Business Centre(s): TARGET and London.

− Non-Default Business Day: Not Applicable.

56. Form of Notes: Registered Notes.

Global Registered Note exchangeable for Individual Note Certificates in the limited circumstances described in the Global Registered Note.

57. Additional Financial Centre(s) relating to Payment Business Days:

TARGET and London (and, for the avoidance of doubt, the State of New York).

− Non-Default Payment Business Day: Not Applicable.

58. Principal Financial Centre: The Principal Financial Centre in relation to USD is the

State of New York.

− Non-Default Principal Financial Centre: Applicable.

59. Instalment Notes (General Note Condition 10(p)):

Not Applicable.

60. Minimum Trading Number (General Note Condition 5(f)):

The minimum trading lot indicated by Borsa Italiana

S.p.A. in the first trading day notice.

61. Permitted Trading Multiple (General Note Condition 5(f)):

An integral multiple of the minimum trading lot indicated in item 59 in accordance with Article 4.3.2, paragraph 9 of the Rules of the Markets organised and managed by Borsa Italiana S.p.A.

62. Record Date (General Note Condition 11): Specified Day(s) for the purposes of General Note

Condition 11(c) is: Clearing System Business Day.

63. Calculation Agent (General Note Condition 18):

Goldman Sachs International.

DISTRIBUTION

64. Method of distribution: Non-syndicated.

(i) If syndicated, names and addresses of Managers/placers and underwriting commitments:

Not Applicable.

(ii) Date of Subscription Agreement: Not Applicable.

(iii) If non-syndicated, name and address of Dealer:

Not Applicable.

65. Non-exempt Offer: Not Applicable.

Signed on behalf of Goldman Sachs International:

By: .................................................

Duly authorised

OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING (i) Application has been made by the Issuer (or on

its behalf) for the Notes to be listed on the Official List and admitted to trading on the regulated market of the Luxembourg Stock Exchange with effect from as soon as practicable after the Issue Date. No assurances can be given that such application for listing and admission to trading will be granted; and

(ii) Application will be made by the Issuer (or on its behalf) for the Notes to be listed on Borsa Italiana S.p.A. and admitted to trading on Borsa Italiana S.p.A.'s MOT (Electronic bond market), a regulated market organised and managed by Borsa Italiana S.p.A, with effect from as soon as practicable after the Issue Date. No assurances can be given that such application for listing and admission to trading will be granted.

The Issuer has no duty to maintain the listing (if any) of the Notes on the relevant stock exchange(s) over their entire lifetime. The Notes may be suspended from trading and/or de-listed at any time in accordance with applicable rules and regulations of the relevant stock exchange(s).

2. ESTIMATED TOTAL EXPENSES RELATED TO THE ADMISSION TO TRADING

Not Applicable.

3. LIQUIDITY ENHANCEMENT AGREEMENTS

Not Applicable.

4. RATINGS Not Applicable.

5. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in risk factor 7, "Risks associated with conflicts of interest between Goldman Sachs Group and purchasers of Securities" on page 21 of this Prospectus, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue.

6. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: Not Applicable.

(ii) Estimated net proceeds: Not Applicable.

(iii) Estimated total expenses: Not Applicable.

7. YIELD

Indication of yield: Not Applicable.

8. PERFORMANCE AND VOLATILITY OF THE UNDERLYING ASSET

Not Applicable.

9. OPERATIONAL INFORMATION

Any Clearing System(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

Not Applicable.

For the avoidance of doubt, and to the extent applicable in the event of listing on Borsa Italiana S.p.A., Italian investors may participate via an account with, or have an account with a participant of, Monte Titoli S.p.A. Monte Titoli S.p.A. will, in turn, have an account ("bridge") with Euroclear or Clearstream, Luxembourg

Delivery: Delivery against payment.

Names and addresses of additional Paying Agent(s) (if any):

Not Applicable.

Operational contact(s) for Fiscal Agent: xx-xx-xxxxxxxxxx@xx.xxx.

Intended to be held in a manner which would allow Eurosystem eligibility:

No.

EXAMPLES

THE EXAMPLES PRESENTED BELOW ARE FOR ILLUSTRATIVE PURPOSES ONLY.

For the purposes of each Example:

(i) the Issue Price is 100 per cent. (100%) of the Aggregate Nominal Amount, the Aggregate Nominal Amount is U.S.$ 100,000,000 and the Calculation Amount is U.S.$ 2,000;

(ii) in respect of any Interest Amount payable pursuant to General Note Condition 7 (Fixed Rate Note Conditions), the Interest Payment Dates are January 15, 2017 and January 15, 2018; and

(iii) in respect of any Interest Amount payable pursuant to General Note Condition 8 (Floating Rate Note Conditions), the Coupon Payment Dates are the 15th day of January, April, July and October in each calendar year from, and including, April 15, 2018 to, and including, October 15, 2025 and the Maturity Date.

FINAL REDEMPTION

The Notes will be redeemed on the Maturity Date and the Final Redemption Amount payable in respect of each Calculation Amount of the Notes will be U.S.$ 2,000.

FIXED COUPON

An Interest Amount of U.S.$ 120 will be payable on the Interest Payment Date scheduled to fall on January 15, 2017 and on the Interest Payment Date scheduled to fall on January 15, 2018.

FLOATING COUPON

Example 1 – Negative floating rate: The 3-Month-USD-LIBOR for the Interest Period commencing on (and including) July 15, 2025 is -1.0 per cent. (-1.0%).

An Interest Amount of U.S.$ 6.25 will be payable on the Interest Payment Date scheduled to fall on October 15, 2025.

Example 2 – Zero floating rate: The 3-Month-USD-LIBOR for the Interest Period commencing on (and including) July 15, 2025 is zero.

An Interest Amount of U.S.$ 6.25 will be payable on the Interest Payment Date scheduled to fall on October 15, 2025.

Example 3 – Positive floating rate: The 3-Month-USD-LIBOR for the Interest Period commencing on (and including) July 15, 2025 is 3.0 per cent. (3.0%).

An Interest Amount of U.S.$ 15 will be payable on the Interest Payment Date scheduled to fall on October 15, 2025.

Example 4 – Positive floating rate: The 3-Month-USD-LIBOR for the Interest Period commencing on (and including) July 15, 2025 is 5.5 per cent. (5.5%).

An Interest Amount of U.S.$ 27.50 will be payable on the Interest Payment Date scheduled to fall on October 15, 2025.

Example 5 – Positive floating rate: The 3-Month-USD-LIBOR for the Interest Period commencing on (and including) July 15, 2025 is 6.0 per cent. (6.0%).

An Interest Amount of U.S.$ 30 will be payable on the Interest Payment Date scheduled to fall on October 15, 2025.

Example 6 – Positive floating rate: The 3-Month-USD-LIBOR for the Interest Period commencing on (and including) July 15, 2025 is 7.0 per cent. (7.0%).

An Interest Amount of U.S.$ 30 will be payable on the Interest Payment Date scheduled to fall on October 15, 2025.

ANNEX

AMENDMENTS TO THE GENERAL TERMS AND CONDITIONS OF THE NOTES

The General Terms and Conditions of the Notes are amended as described below for the purposes of this Prospectus only.

1. General Note Condition 17 (Change in law)

General Note Condition 17 (Change in law) shall be deleted in its entirety and replaced with the following:

"Upon a Change in Law Event, the Issuer shall have the right to redeem the Notes on such day as shall be notified to the Holders in accordance with General Note Condition 20 (Notices) and will, if and to the extent permitted by applicable law, pay to the Holder in respect of each Note the Non-scheduled Early Repayment Amount (which may be determined taking into account the change of applicable law) on such day. A "Change in Law Event" shall be deemed to have occurred upon the Issuer becoming aware that, due to (a) the adoption of, or any change in, any applicable law, rule, regulation, judgment, order, sanction, or directive of any governmental, administrative, legislative or judicial authority or power ("applicable law"), or (b) the promulgation of, or any change in, the formal or informal interpretation of any applicable law by a court, tribunal or regulatory authority with competent jurisdiction, which has the effect (as determined by the Issuer in its discretion, acting in good faith and in a commercially reasonable manner, according to generally accepted practices or methodologies) that:

(a) its performance under the Notes or its performance or that of any of its affiliates under any related Hedge Positions (whether with respect to the Underlying Asset(s) or any constituent thereof); or

(b) the performance of any of its affiliates under the Notes had such affiliate been an issuer of the Notes or under any related Hedge Positions (whether with respect to the Underlying Asset(s) or any constituent thereof) had such affiliate been a party to any such hedging arrangement,

has or will become unlawful or impractical in whole or in part or there is a substantial likelihood of the same in the immediate future."

2. General Note Condition 18 (Agents)

The last paragraph of General Note Condition 18 (Agents) shall be deleted in its entirety and replaced with the following:

"The Calculation Agent shall not act as an agent for the Holders but shall be the agent of the Issuer and all its calculations, determinations and adjustments hereunder shall be made in good faith and in a commercially reasonable manner, according to generally accepted practices or methodologies, and (save in the case of manifest or proven error) shall be final and binding on the Issuer and the Holders. All calculation functions required of the Calculation Agent under these General Note Conditions may be delegated to any such person as the Calculation Agent, in its discretion, acting in good faith and in a commercially reasonable manner, according to generally accepted practices or methodologies, may decide."

ITALIAN TAX CONSIDERATIONS

Italian Tax Considerations

The following is a general overview of current Italian law and practice relating to certain Italian tax considerations concerning the purchase, ownership and disposal of the notes by Italian resident investors and does not in any way constitute, nor should it be relied upon as being, a tax advice or a tax opinion covering any or all of the relevant tax considerations surrounding or connected to the purchase, ownership or disposal of the notes by Italian or non-Italian resident investors. It does not purport to be a complete analysis of all tax considerations that may be relevant to a decision to purchase, own or dispose of the notes and does not purport to deal with the tax consequences applicable to all categories of prospective beneficial owners of notes, some of which may be subject to special rules.

Prospective purchasers should be aware that tax treatment depends on the individual circumstances of each client: as a consequence they should consult their tax advisers as to the consequences under Italian tax law and under the tax laws of the country in which they are resident for tax purposes and of any other potentially relevant jurisdiction of acquiring, holding and disposing of Securities and receiving payments of interest, principal and/or other amounts under the Securities, including in particular the effect of any state, regional or local tax laws. This overview is based upon Italian tax laws as in effect on the date of this Prospectus.

Italian tax treatment of the Notes

The Notes may be subject to different tax regimes depending on whether:

(a) they represent a debt instrument implying a use of capital (impiego di capitale), through which the investors transfer to the Issuer a certain amount of capital, for the economic exploitation of the same, subject to the right to obtain a (partial or entire) reimbursement of such amount at maturity; or

(b) they represent derivative financial instruments or bundles of derivative financial instruments, through which the investors purchase indirectly underlying financial instruments.

1. Notes representing debt instruments implying a "use of capital" Notes having 100 per cent. capital reimbursement

Italian resident investors

Legislative Decree No. 239 of 1 April 1996, as subsequently amended, (the "Decree No. 239") provides for the applicable regime with respect to the tax treatment of interest, premium and other income (including the difference between the redemption amount and the issue price) from Notes falling within the category of bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni) issued, inter alia, by non-Italian resident Issuers.

For these purposes, debentures similar to bonds are defined as bonds that incorporate an unconditional obligation to pay, at maturity, an amount not less than their nominal value (whether or not providing for interim payments) and that do not give any right to directly or indirectly participate in the management of the relevant Issuer or of the business in relation to which they are issued nor any type of control on the management.

Where an Italian resident Investor is:

(a) an individual not engaged in a commercial activity (esercizio di attività commerciali) to which the Notes are connected (unless he has opted for the application of the risparmio gestito regime – see "Capital Gains Tax" below);

(b) a non-commercial partnership pursuant to Article 5 of the Presidential Decree No. 917 of 22 December 1986 ("TUIR") (with the exception of general partnerships, limited partnerships and similar entities);

(c) a public or private entity (other than a company) or a trust not carrying out a commercial activity; or

(d) an investor exempt from Italian corporate income taxation;

interest (including the difference between the redemption amount and the issue price), premium and other income relating to the Notes, accrued during the relevant holding period, are subject to a withholding tax equal to 26 per cent. referred to as imposta sostitutiva. In the event that the investors described above are engaged in a commercial activity (esercizio di attività commerciali) to which the Notes are connected, the imposta sostitutiva applies as a provisional tax and may be deducted from the final income tax due by the relevant Investor.

Where an Italian resident Investor is a company or similar commercial entity pursuant to Article 73 of TUIR or a permanent establishment in Italy - to which the Notes are effectively connected – of a non – Italian resident entity and the Notes are deposited with an authorised intermediary, interest, premium and other income from the Notes will not be subject to imposta sostitutiva, but must be included in the relevant Investor's income tax return and are therefore subject to general Italian corporate taxation ("IRES", levied at the rate of 27.5 per cent.) and, in certain circumstances, depending on the "status" of the Investor, also to regional tax on productive activities ("IRAP", generally levied at the rate of 3.9 per cent., even though regional surcharges may apply).

Under the current regime provided by Law Decree No. 351 of 25 September 2001 converted into law with amendments by Law No. 410 of 23 November 2001, payments of interest in respect of the Notes made to Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented, and Article 14-bis of Law No. 86 of 25 January 1994 are subject neither to imposta sostitutiva nor to any other income tax in the hands of a real estate investment fund. A withholding tax may apply in certain circumstances at the rate of 26 per cent. on distributions made by real estate investment funds. The same tax regime applies to payments of interest made to an Italian resident SICAF mainly investing in real estate assets and governed by Legislative Decree No. 44 of 4 March 2014.

If an Investor is resident in Italy and is an open-ended or closed-ended investment fund (the "Fund") or a SICAV, and the Notes are deposited with an authorised intermediary, interest, premium and other income accrued during such Investor's holding period will not be subject to imposta sostitutiva but must be included in the management result of the Fund or the SICAV. A withholding tax may apply in certain circumstances at the rate of 26 per cent on distributions made by the Fund or the SICAV to certain categories of investors. The same tax regime applies to payments of interest made to an Italian resident SICAF not mainly investing in real estate assets and governed by Legislative Decree No. 44 of 4 March 2014.

Where an Italian resident Investor is a pension fund (subject to the regime provided for by article 17 of the Legislative Decree No. 252 of 5 December 2005, as subsequently amended) and the Notes are deposited with an authorised intermediary, interest (including the difference between the redemption amount and the issue price), premium and other income relating to the Notes and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the special 20 per cent. substitute tax applicable to Italian pension funds.

Pursuant to Decree No. 239, imposta sostitutiva is applied by banks, società di intermediazione mobiliare ("SIMs"), fiduciary companies, società di gestione del risparmio, stockbrokers and other entities identified by a decree of the Ministry of Economics and Finance (each an "Intermediary").

For the Intermediary to be entitled to apply the imposta sostitutiva, it must

(a) be resident in Italy; or

(b) be resident outside Italy, with a permanent establishment in Italy; or

(c) be an entity or a company not resident in Italy, acting through a system of centralised administration of Notes and directly connected with the Department of Revenue of the Italian Ministry of Finance having appointed an Italian representative for the purposes of Decree No. 239; and

(d) intervene, in any way, in the collection of interest or in the transfer of the Notes. For the purpose of the application of the imposta sostitutiva, a transfer of Notes includes any assignment or other act, either with or without consideration, which results in a change of the ownership of the relevant Notes or a transfer of the Notes to another deposit or account held with the same or another Intermediary.

Where the Notes are not deposited with an Intermediary, the imposta sostitutiva is applied and withheld by any entity paying interest to an Investor. If interest and other proceeds on the Notes are not collected through an Intermediary or any entity paying interest and as such no imposta sostitutiva is levied, the Italian resident beneficial owners listed above under (a) to (d) (inclusive) will be required to include interest and other proceeds in their yearly income tax return and subject them to a final substitute tax at a rate of 26 per cent. The Italian

individual Investor may elect instead to pay ordinary personal income tax ("IRPEF") at the applicable progressive rates in respect of the payments; if so, the Investor should generally benefit from a tax credit for withholding taxes applied outside of Italy, if any.

Non-Italian resident investors

No Italian imposta sostitutiva is applied on payments to a non-Italian resident Investor of interest or premium relating to the Notes, provided that, if the Securities are held in Italy, the non-Italian resident Investor declares itself to be a non-Italian resident according to Italian tax regulations.

Notes qualifying as Atypical Securities (Notes not having 100 per cent capital reimbursement)

In the case of Notes representing debt instruments implying a "use of capital", not having 100 per cent capital reimbursement, under Italian tax law they should qualify as "atypical securities" (titoli atipici) and payments in respect of such Notes received by Italian investors would be subject to the following regime:

(a) if the Notes are placed (collocati) in Italy, payments made to individual investors holding the Notes not in connection with a trade (esercizio di attività commerciali) will be subject to a 26 per cent final withholding tax. This withholding tax is levied by the entrusted Italian resident bank or financial intermediary, if any, that is involved in the collection of payments on the Notes, in the repurchase or in the transfer of the Notes;

(b) if the Notes are not placed (collocati) in Italy or in any case where payments on the Notes are not received through an entrusted Italian resident bank or financial intermediary (that is involved in the collection of payments on the Notes, in the repurchase or in the transfer thereof) and no withholding tax is levied, the individual beneficial owners will be required to declare the payments in their income tax return and subject them to a final substitute tax at a rate of 26 per cent. The Italian individual Investor may elect instead to pay ordinary IRPEF at the progressive rates applicable to them in respect of the payments; if so, the Investor should generally benefit from a tax credit for withholding taxes applied outside Italy, if any.

Capital Gains Tax

Any gain obtained from the sale, early redemption or redemption of the Notes would be treated as part of the taxable income (and, in certain circumstances, depending on the "status" of the Investor, also as part of the net value of production for IRAP purposes) if realised by: (i) an Italian resident company; (ii) an Italian resident commercial partnership; (iii) the Italian permanent establishment of foreign entities to which the Notes are effectively connected; or (iv) Italian resident individuals engaged in a commercial activity (esercizio di attività commerciali) to which the Notes are connected.

Where an Italian resident Investor is an individual not holding the Notes in connection with an entrepreneurial activity, any capital gain realised by such Investor from the sale, early redemption or redemption of the Notes would be subject to an imposta sostitutiva, levied at the current rate of 26 per cent. Under some conditions and limitations, investors may set off losses with gains. This rule applies also to certain other entities holding the Notes. In respect of the application of the imposta sostitutiva, taxpayers may opt for one of the three regimes described below.

(a) Under the tax declaration regime (regime della dichiarazione), which is the ordinary regime for taxation of capital gains realised by Italian resident individuals not engaged in a commercial activity (esercizio di attività commerciali) to which the Notes are connected, the imposta sostitutiva on capital gains will be chargeable, on a yearly cumulative basis, on all capital gains, net of any incurred capital loss, realised by the Italian resident individual. The Investor holding Notes not in connection with a commercial activity (esercizio di attività commerciali) must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance of income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years. Under Law Decree No. 66/2014, available capital losses can be carried forward against capital gains realised as of 1 July 2014 (i) for 48.08 per cent. of their amount, if the losses were realised until 31 December 2011; or (ii) for 76.92 per cent. of their amount, if the losses were realised between 1 January 2012 and 30 June 2014.

(b) As an alternative to the tax declaration regime, the Italian resident individual Investor holding the Notes not in connection with a commercial activity (esercizio di attività commerciali) may elect to pay the imposta sostitutiva separately on capital gains realised on each sale, early redemption or redemption of the Notes (the risparmio amministrato regime provided for by Article 6 of the Legislative Decree 21 November 1997, No. 461 as a subsequently amended, the "Decree No. 461"). Such separate taxation of capital gains is allowed subject to: (1) the Notes being deposited with Italian Banks, SIMs or certain authorised financial intermediaries; and (2) an express valid election for the risparmio amministrato regime being punctually made in writing by the relevant Investor. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Notes (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian Tax Authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Investor or using funds provided by the Investor for this purpose. Under the risparmio amministrato regime, where a sale, early redemption or redemption of the Notes results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same Notes management, in the same tax year or in the following tax years up to the fourth. Under Law Decree No. 66/2014 available capital losses can be carried forward against capital gains realised as of 1 July 2014 (i) for 48.08 per cent. of their amount, if the losses were realised until 31 December 2011; or (ii) for 76.92 per cent. of their amount, if the losses were realised between 1 January 2012 and 30 June 2014. Under the risparmio amministrato regime, the Investor is not required to declare the capital gains in its annual tax return.

(c) Any capital gains realised or accrued by Italian resident individual investors holding the Notes not in connection with a commercial activity (esercizio di attività commerciali) who have entrusted the management of their financial assets, including the Notes, to an authorised intermediary and have validly opted for the so-called risparmio gestito regime (the regime provided by Article 7 of Decree No. 461) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 26 per cent. imposta sostitutiva, to be paid by the managing authorised intermediary. Under the risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under Law Degree No. 66/2014 depreciation of the managed assets accrued as of 30 June 2014 and not yet compensated can be carried forward against increase in value of the managed assets accrued as of 1 July 2014 (i) for 48.08 per cent. of its amount, if accrued until 31 December 2011; or (ii) for 76.92 per cent. of its amount, if the registered between 1 January 2012 and 30 June 2014. Under the risparmio gestito regime, the Investor is not required to declare the capital gains realised in its annual tax return.

Any capital gains realised by an Investor which is an Italian resident real estate investment fund established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented, and Article 14-bis of Law No. 86 of 25 January 1994 are subject neither to substitute tax nor to any other income tax in the hands of a real estate investment fund. The same tax regime applies to capital gains realised by an Italian resident SICAF mainly investing in real estate assets and governed by Legislative Decree No. 44 of 4 March 2014.

Any capital gains realised by an Investor which is a Fund or a SICAV will neither be subject to imposta sostitutiva nor to any form of taxation in the hands of the Fund or of the SICAV, but any income paid by a Fund or by a SICAV in favour of its participants will be subject to taxation in accordance with the specific rules provided for the different kind of participants. The same tax regime applies to capital gains realised by an Italian resident SICAF not mainly investing in real estate assets and governed by Legislative Decree No. 44 of 4 March 2014.

Any capital gains realised by an Investor which is an Italian pension fund (subject to the regime provided for by Article 17 of the Legislative Decree No. 252 of 5 December 2005, as subsequently amended) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 20 per cent. special substitute tax applicable to Italian pension funds.

Non-Italian resident investors

Capital gains realised by non-Italian resident investors from the sale or redemption of the Notes are not subject to Italian taxation, provided that the Notes (1) are transferred on regulated markets, or (2) if not transferred on regulated markets, are held outside Italy.

Moreover, even if the notes are held in Italy, no imposta sostitutiva applies if the non-Italian resident investor is resident for tax purposes in a country which recognizes the Italian tax authorities' right to an adequate exchange of information.

The provisions of applicable tax treaties against double taxation entered into by Italy apply if more favourable and provided that all relevant conditions are met.

2. Notes representing derivative financial instruments or bundles of derivative financial instruments

Pursuant to the generally followed interpretation, payments in respect of Notes qualifying as securitised derivative financial instruments received by Italian investors (not engaged in a commercial activity (esercizio di attività commerciali) to which the Notes are connected) as well as capital gains realised by such Italian investors on any sale or transfer for consideration of the Notes or redemption thereof are subject to a 26 per cent. capital gain tax, which applies under the tax declaration regime, the risparmio amministrato tax regime or the risparmio gestito tax regime according to the same rules described above under the section "Capital Gains Tax" above.

Payments in respect of Notes qualifying as securitised derivative financial instruments received by Italian investors which carry out commercial activities are not subject to the 26 per cent. capital gain tax, but the proceeds are included in their taxable income and subject to taxation in accordance with the ordinary rules.

Notes that cannot be qualified as securitised derivative financial instruments may qualify as "atypical notes" (titoli atipici), whose tax regime is described under section "Notes representing debt instruments implying a "use of capital"- Notes not having 100 per cent. capital reimbursement" above.

3. Inheritance and gift tax

Transfers of any valuable assets (including the Notes) as a result of death or inter vivos gift (or other transfers for no consideration) and the creation of liens on such assets for a specific purpose (vincoli di destinazione) are taxed as follows:

(a) four per cent. if the transfer is made to spouses and direct descendants or ancestors; in this case, the transfer is subject to tax on that part of the value that exceeds EUR 1,000,000 (per beneficiary);

(b) six per cent. if the transfer is made to brothers and sisters; in this case, the transfer is subject to the tax on that part of the value that exceeds EUR 100,000 (per beneficiary);

(c) six per cent. if the transfer is made to relatives up to the fourth degree (parenti fino al quarto grado), to persons related by direct affinity as well as to persons related by collateral affinity up to the third degree (affini in linea retta nonché affini in linea collaterale fino al terzo grado); and

(d) eight per cent. in all other cases.

If the transfer is made in favour of persons with severe disabilities, the tax applies on that part of the value that exceeds EUR 1,500,000.

Moreover, an anti-avoidance rule is provided in the case of a gift of assets, such as the Notes, whose sale for consideration would give rise to capital gains to be subject to the imposta sostitutiva provided for by Decree No. 461, as subsequently amended. In particular, if the donee sells the Notes for consideration within five years from their receipt as a gift, the latter is required to pay the relevant imposta sostitutiva as if the gift had never taken place.

4. Transfer tax and Registration Tax

Contracts relating to the transfer of notes are subject to registration tax as follows: (i) public deeds and notarised deeds (atti pubblici e scritture private authenticate) executed in Italy are subject to fixed registration tax at rate of Euro 200; (ii) private deeds (scritture private authenticate) are subject to registration tax at rate of Euro 200 only in case of use or voluntary registration.

5. Stamp Duty

Pursuant to Law Decree No. 201 of 6 December 2011, a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients and relating to notes and financial instruments. The stamp duty applies at a rate of 0.20 per cent.; this stamp duty is determined on the basis of the market value or – if no market value is available – the nominal value or redemption amount of the notes held. The stamp duty cannot exceed the amount of Euro 14,000 if the recipient of the periodic reporting communications is an entity (i.e. not an individual).

It may be understood that the stamp duty applies both to Italian resident and non-Italian resident investors, to the extent that the notes are held with an Italian-based financial intermediary.

6. Wealth Tax

Pursuant to Law Decree No. 201 of 6 December 2011, Italian resident individuals holding the notes abroad are required to pay a wealth tax (IVAFE) at a rate of 0.20 per cent. for each year. This tax is calculated on an annual basis on the market value of the notes at the end of the relevant year or – if no market value is available – the nominal value or the redemption value of such financial assets held abroad.

Taxpayers are entitled to an Italian tax credit equivalent to the amount of any wealth tax paid in the State where the financial assets are held (up to an amount equal to the IVAFE due).

7. Financial Transaction Tax (FTT) depending on the features of the Notes

Pursuant to Law No. 228 of 24 December 2012, a FTT applies to (a) transfer of ownership of shares and other participating securities issued by Italian resident companies or of financial instruments representing the just mentioned shares and/or participating securities (irrespective of whether issued by Italian resident issuers or not) (the Relevant Securities), (b) transactions on financial derivatives (i) the main underlying assets of which are the Relevant Securities, or (ii) whose value depends mainly on one or more Relevant Securities, as well as to (c) any transaction on certain securities (i) which allow to mainly purchase or sell one or more Relevant Securities or

(ii) implying a cash payment determined with main reference to one or more Relevant Securities.

Notes could be included in the scope of application of the FTT if they meet the requirements set out above. On the other hand, Notes falling within the category of bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni) are not included in the scope of the FTT.

The FTT on derivative instruments is levied at a fixed amount that varies depending on the nature of the relevant instrument and the notional value of the transaction, and ranges between Euro 0.01875 and Euro 200 per transaction. The amount of FTT payable is reduced to 1/5 of the standard rate in case the transaction is performed on regulated markets or multilateral trading facilities of certain EU and EEA member States. The FTT on derivatives is due by each of the parties to the transactions. FTT exemptions and exclusions are provided for certain transactions and entities.

The FTT is levied and paid by the subject (generally a financial intermediary) that is involved, in any way, in the execution of the transaction. Intermediaries which are not resident in Italy but are liable to apply the FTT can appoint an Italian tax representative for the purposes of the FTT. If no intermediary is involved in the execution of the transaction, the FTT must be paid by the taxpayers. Investors are advised to consult their own tax advisers also on the possible impact of the FTT.

8. Tax monitoring obligations

Italian resident individuals (and certain other entities) are required to report in their yearly income tax return, according to Law Decree No. 167 of 28 June 1990, converted into law by Law No. 227 of 4 August 1990, for tax monitoring purposes, the amount of Notes held abroad (or beneficially owned abroad under Italian anti- money laundering provisions). This also applies in the case that at the end of the tax year, Notes are no longer held by the above Italian resident individuals and entities.

However, the above reporting obligation is not required in case the financial assets are deposited for management with Italian banks, SIMs, fiduciary companies or other professional intermediaries, indicated in article 1 of Decree No. 167 of 28 June 1990, or if one of such intermediaries intervenes, also as a counterpart, in their transfer, provided that income deriving from such financial assets is collected thorough the intervention of such an intermediary.

9. European Savings directive

Under EC Council Directive 2003/48/EC on the taxation of savings income in the form of interest payments (the "EU Savings Directive"), Member States are required to provide to the tax authorities of other Member States details of certain payments of interest or similar income made by a paying agent (within the meaning of the EU Savings Directive) within its jurisdiction to an individual resident in that other Member State. Legislative decree No. 84 of 18 April 2005 ("Decree No. 84") implemented in Italy, as of 1 July 2005, the EU Savings Directive.

However, on 10 November 2015, the Council of the European Union adopted Council Directive 2015/2060 of

10 November 2015, repealing the EU Savings Tax Directive with effect from 1 January 2016. Certain provisions of the EU Savings Tax Directive will continue to be effective during 2016 and Austria will continue to apply the EU Savings Directive until 31 December 2016 (and until 30 June 2017 in relation to some of its obligations or, in any case, until those obligations have been fulfilled). The repeal of the EU Savings Tax Directive is aimed at preventing overlap between the EU Savings Tax Directive and a new automatic exchange of information regime to be implemented under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU).

Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.

As at the date of this Prospectus, the above mentioned Council Directive 2015/2060, repealing the EU Savings Tax Directive with effect from 1 January 2016, has not yet been implemented under Italian national legislation.

Prospective investors resident in a Member State of the European Union should consult their own legal or tax advisers regarding the consequences of the EU Savings Tax Directive in their particular circumstances.

GENERAL INFORMATION

1. Authorisations

The Programme has been authorised pursuant to a written resolution of the Executive Committee of the Board of Directors of GSI passed on September 28, 1998.

2. Financial Statements

The statutory financial statements of GSI for the periods ended December 31, 2014 and December 31, 2013 have been audited without qualification by PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, 7 More Xxxxxx Xxxxxxxxx, Xxxxxx, XX0 0XX in accordance with the laws of England. PricewaterhouseCoopers LLP is a registered member of the Institute of Chartered Accountants in England and Wales.

3. No significant change and no material adverse change

There has been no significant change in the financial or trading position of GSI since September 30, 2015.

There has been no material adverse change in the prospects of GSI since December 31, 2014.

References in the above statements (and in the statements in Element B.12 of the Summary) to the "prospects" and "financial or trading position" of the Issuer, are specifically to the Issuer's ability to meet its full payment obligations under the Securities in a timely manner.

4. Litigation

Save as disclosed in (i) paragraph (c) of Note 27 to the Financial Statements (page 92) of GSI's 2014 Annual Report, (ii) paragraph (c) of Note 17 to the Financial Statements (page 43) of GSI's 2015 Half- Yearly Financial Report and (iii) "Legal Proceedings" of Note 15 to the Financial Statements (pages 33 and 34) of GSI's 2015 Third Quarter Financial Report, there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which GSI is aware) during the 12 months before the date of this Prospectus which may have, or have had in the recent past, significant effects on GSI.

5. Availability of Documents

For so long as the Securities shall be outstanding, copies of the following documents may be obtained free of charge upon request during normal business hours from the specified office of the Issuer:

(a) the Memorandum and Articles of Association of the Issuer;

(b) programme agency agreement in relation to the Securities dated May 29, 2015;

(c) the deed of covenant made by the Issuer dated May 29, 2015;

(d) a copy of this Prospectus and any document incorporated by reference herein; and

(e) all reports, letters and other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in this Prospectus.

6. Responsibility statement

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely

to affect the import of such information. Where information contained in this Prospectus has been sourced from a third party, this information has been accurately reproduced and, so far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

7. Content of websites does not form part of this Prospectus

No content of any website, cited or referred to in this Prospectus, shall be deemed to form part of, or be incorporated by reference into this Prospectus.

8. De-listing

Although no assurance is made as to the liquidity of the Securities as a result of their listing on the Official List of the Luxembourg Stock Exchange or Borsa Italiana S.p.A., as the case may be, delisting the Securities from the Luxembourg Stock Exchange or Borsa Italiana S.p.A., as the case may be, may have a material adverse effect on a purchaser's ability to resell its Securities in the secondary market.

9. Non-equity securities

The Securities will not constitute "equity securities" for the purposes of Article 2(1)(b) of the Prospectus Directive and Article 2(1)(v) of the Luxembourg Law dated July 10, 2005 as amended on July 3, 2012 on prospectuses for securities (the "Luxembourg Prospectus Law").

10. Selected Financial Information

The selected financial information set out below has been extracted from (as applicable) (i) GSI's 2014 Financial Statements, which have been audited by PricewaterhouseCoopers LLP and on which PricewaterhouseCoopers LLP issued an unqualified audit report and (ii) GSI's September 2015 Financial Statements, which have not been audited.

GSI's 2014 Financial Statements have been prepared in accordance with UK GAAP, which differs in certain respects from International Accounting Standards. GSI's September 2015 Financial Statements have been prepared in accordance with FRS 101. GSI's 2014 Financial Statements and GSI's September 2015 Financial Statements are incorporated by reference into this Base Prospectus. The financial information presented below should be read in conjunction with the financial statements included in such document, the notes thereto and report thereon.

The following table shows selected key historical financial information in relation to GSI:

	As and for the nine months ended (unaudited)		As and for the year ended
	30 September 2015 (U.S.$)	30 September 2014 (U.S.$)	31 December 2014 (U.S.$)	31 December 2013 (U.S.$)
Operating Profit	2,276,000,000	1,576,000,000	2,274,132,000	618,173,000
Profit on ordinary activities before taxation	2,078,000,000	1,414,000,000	2,080,475,000	297,566,000
Profit on ordinary activities after taxation	1,680,000,000	1,143,000,000	1,624,471,000	168,664,000

	As at (unaudited)	As at
	30 September 2015 (U.S.$)	31 December 2014 (U.S.$)	31 December 2013 (U.S.$)
Fixed Assets	12,000,000	13,876,000	15,537,000
Current Assets	955,953,000,000	976,971,523,000	816,202,624,000
Total Shareholders' Funds	25,702,000,000	21,997,080,000	20,300,471,000

INDEX OF DEFINED TERMS

Page Page

applicable law 38

Base Prospectus 1, 23

Base Prospectus Supplement No. 1 23

BRRD 15

Capital Gains Tax 39

Change in Law Event 38

Conditions 26

CONSOB 4

CRA Regulation 5

CSSF 4

Decree No. 461 42

Decree No. 84 45

ESMA 5

Fitch 4

Fund 40

General Note Conditions 26

Goldman Sachs 14

Goldman Sachs Group 8, 14

GSG 14

GSI 1, 6, 14, 26

GSI's 2013 Annual Report 23

GSI's 2014 Annual Report 23

GSI's 2014 Financial Statements 23

GSI's June 2015 Financial Statements 23

GSI's September 2015 Financial Statements 23

Holder 9

Interest Commencement Date 9

Intermediary 40

IRAP 40

IRPEF 41

Issuer 1, 6

Luxembourg Prospectus Law 47

Moody's 5

Notes 1

Original Base Prospectus 1, 23

Original General Note Condition 26

Programme 1

Prospectus 1

Prospectus Directive 1

Regulation S 5, 9

S&P 5

Securities 1, 8

Securities Act 5

SIMs 40

TUIR 39

U.S.$ 8, 26

UK Banking Act 15

USD 8, 26

Registered Office of GSI

Goldman Sachs International

Xxxxxxxxxxxx Xxxxx 000 Xxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxxx

Principal Programme Agent

Citigroup Global Markets Deutschland AG

Reuterweg 16 60323 Frankfurt am Main

Federal Republic of Germany

Transfer Agents

Banque Internationale à Luxembourg, société anonyme

00 xxxxx x'Xxxx

X-0000 Xxxxxxxxxx Xxxxx Xxxxx xx Xxxxxxxxxx

Citigroup Global Markets Xxxxxxxxxxx XX

Xxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx

Xxxxxxx Xxxxxxxx of Germany

Fiscal Agent and Paying Agent

Citibank, N.A., London Branch

Citigroup Centre Canada Square Canary Wharf London E14 5LB England

Calculation Agent Goldman Sachs International

Xxxxxxxxxxxx Xxxxx 000 Xxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxxx

Auditors To GSI

PricewaterhouseCoopers LLP 0 Xxxxxxxxxx Xxxxx Xxxxxx XX0X 0XX

Xxxxxxx

as to English law Xxxxxxx LLP Xxxxxxxxx Xxxxx 0 Xxxxxx Xxxxxx

Xxxxxx XX0X 0XX Xxxxxxx

Legal Advisers to the Issuer

as to Italian securities law White & Case LLP Xxxxxx Xxxx 0

00000 Xxxxx Xxxxx

45869844(Ver8)/Ashurst(TPOON/AMLEIU)/SB