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Execution Version GUARANTEED SENIOR SECURED NOTES Execution Version GUARANTEED SENIOR SECURED NOTES PROGRAMME issued by GOLDMAN SACHS INTERNATIONAL in respect of which the payment and delivery obligations are guaranteed by THE GOLDMAN SACHS GROUP, INC. (the “PROGRAMME”) PRICING SUPPLEMENT DATED 2 OCTOBER 2020 SERIES 2020-13 SENIOR SECURED FIXED RATE NOTES (the “SERIES”) ISIN: XS2240474523 Common Code: 224047452 This document constitutes the Pricing Supplement of the above Series of Secured Notes (the “Secured Notes”) and must be read in conjunction with the Base Listing Particulars dated 25 September 2020, as supplemented from time to time (the “Base Listing Particulars”), and in particular, the Base Terms and Conditions of the Secured Notes, as set out therein. Full information on the Issuer, The Goldman Sachs Group. Inc. (the “Guarantor”), and the terms and conditions of the Secured Notes, is only available on the basis of the combination of this Pricing Supplement and the Base Listing Particulars as so supplemented. The Base Listing Particulars has been published at www.ise.ie and is available for viewing during normal business hours at the registered office of the Issuer, and copies may be obtained from the specified office of the listing agent in Ireland. The Issuer accepts responsibility for the information contained in this Pricing Supplement. To the best of the knowledge and belief of the Issuer and the Guarantor the information contained in the Base Listing Particulars, as completed by this Pricing Supplement in relation to the Series of Secured Notes referred to above, is true and accurate in all material respects and, in the context of the issue of this Series, there are no other material facts the omission of which would make any statement in such information misleading. Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the Secured Notes has led to the conclusion that: (i) the target market for the Secured Notes is eligible counterparties and professional clients only, each as defined in LIB01/1084964/6746837.4 Hogan Lovells - 2 - Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Secured Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Secured Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Secured Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels. The Secured Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the Secured Notes or otherwise making them available to retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Secured Notes or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the PRIIPs Regulation. THIS SECURED NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. NEITHER THIS SECURED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THIS SECURED NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS SECURED NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURED NOTE SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURED NOTE TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THIS LEGEND CAN ONLY BE REMOVED AT THE OPTION OF THE ISSUER. Unless terms are defined herein, capitalised terms shall have the meanings given to them in the Base Listing Particulars. The Pricing Supplement of the Secured Notes comprises the following: Issuer: Goldman Sachs International Guarantor: The Goldman Sachs Group, Inc. LIB01/1084964/6746837.4 Hogan Lovells - 3 - Series Number: 2020-13 Note Currency: EUR Principal Amount: EUR 628,000,000 Issue Price: 100% Denominations: The Secured Notes shall be issuable in minimum denominations of EUR 500,000 and integral multiples of EUR 500,000 in excess thereof. Issue Date: The Secured Notes shall be issued on 2 October 2020. Maturity Date: The Principal Amount of the Secured Notes shall be payable on 4 October 2021 and if such date is not a Payment Business Day (as defined below) then on the succeeding day that is a Payment Business Day. Collateral “Other Information—Details of Collateral” below identifies the Eligible Securities, the Trustee Custody Account Agreement and the related Securities Account and Trustee Custody Account to be established on or prior to the Issue Date in which funds and/or property allocable to the collateral may be credited. INTEREST PROVISIONS Interest Rate The Secured Notes shall bear interest during the Interest Period at a rate of 0.00% per annum. Defaulted Interest Defaulted Interest will accrue on Overdue Instalments (as defined below) provided that the default has been continuing for 2 Payment Business Days, for the period from and including the date of such default, to but excluding the date of actual payment at a rate which is equal to 2.00 per cent. per annum plus the then applicable Interest Rate. Defaulted Interest with respect to any Overdue Instalment will continue to accrue so long as such Overdue Instalment remains outstanding and will be due and payable on the 30th day following the payment of such Overdue Instalment by the Issuer or Guarantor, or, if the Maturity Date is not a Payment Business Day, on the first succeeding day that is a Payment Business Day. LIB01/1084964/6746837.4 Hogan Lovells - 4 - Interest Amount Payable Interest due on the Interest Payment Date will be an amount equal to the product of (a) the principal amount of the Secured Notes outstanding on the first day of the Interest Period, (b) the Day Count Fraction, and (c) the Interest Rate. Interest due in respect of each Secured Note will be rounded up to the nearest whole cent. Interest Commencement Date 2 October 2020 Interest Period The period from and including the Interest Commencement Date for the Secured Notes until the principal of the Secured Notes is paid or made available for payment. Interest Period is adjusted. Interest Payment Date Interest will be payable on the Maturity Date or, if the Maturity Date is not a Payment Business Day, on the first succeeding day that is a Payment Business Day. Agent Bank Goldman Sachs International Day Count Fraction Actual/360 Specified Currency EUR Regular Record Dates The date on which the Holders of the Secured Notes who are entitled to receive a payment in respect of principal or interest, as the case may be, at the next Interest Payment Date, Maturity Date, Redemption Date or other payment date, as applicable, are determined will be (i) in the case of payments of interest, at the close of the Clearing System Business Date immediately prior to the applicable Interest Payment Date, and (ii) in the case of payments of principal, at the close of the Clearing System Business Date immediately prior to the Maturity Date, Redemption Date or other payment date on which such principal is to be paid, where “Clearing System Business Date” means Monday to Friday inclusive except 25th December and 1st January. Payment Business Day Payment Business Day means a day other than a Saturday, Sunday, or other day on which commercial banking institutions are authorised or required by law to close in London and TARGET. LIB01/1084964/6746837.4 Hogan Lovells - 5 - Overdue Instalment The amount by which the Issuer shall at any time default on the payment of interest payable in respect of the Secured Notes. REDEMPTION PROVISIONS Redemption/Payment Basis: Redemption at par. Call Option (non-GMSLA): Not applicable. Call Option (GMSLA): Not applicable. Put Option: Not applicable. Form of Secured Notes: Permanent Registered Notes. EXTENSION OF MATURITY DATE Extension Option: Not applicable. Extension Notice Dates: Not applicable. Extension Dates: Not applicable. Extended Maturity Dates: Not applicable. Exercise Deadlines: Not applicable. Final Maturity Date: Not applicable. OTHER INFORMATION LISTING AND ADMISSION TO Application will be made to Euronext Dublin for TRADING the Secured Notes to be admitted to the Official List and trading on the GEM. The GEM is not a regulated market for the purposes of Directive 2014/65/EU. Estimated total expenses relating to EUR 1,000 the admission to trading CFI DTFSFR FISN GOLDMAN SACHS I/1EMTN 20211004 USE AND ESTIMATED NET General business of the Issuer.
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