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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 23 DECEMBER 2020 SERIES 2020-19 SENIOR SECURED EXTENDIBLE FLOATING RATE NOTES (the “SERIES”) ISIN: XS2274953830 Common Code: 227495383 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 and amended by Prospectus Supplement No. 1 dated 20 October 2020, Prospectus Supplement No. 2 dated 2 November 2020 and Prospectus Supplement No. 3 dated 12 November 2020 (as so amended 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 have been published at www.ise.ie and are 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. LIB02/1085993/9986455.3 Hogan Lovells - 2 - 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 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. 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: LIB02/1085993/9986455.3 Hogan Lovells - 3 - Issuer: Goldman Sachs International Guarantor: The Goldman Sachs Group, Inc. Series Number: 2020-19 Note Currency: AUD Aggregate Secured Note Principal AUD 150,000,000 Amount: Issue Price: 100% Denominations: The Secured Notes shall be issuable in minimum denominations of AUD 500,000 and integral multiples of AUD 500,000 in excess thereof. Issue Date: The Secured Notes shall be issued on 23 December 2020. Maturity Date: The Principal Amount of the Secured Notes shall be payable on 23 July 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. For the avoidance of doubt, the Principal Amount of the Secured Notes is fixed and payment of such Principal Amount on the Maturity Date is not subject to any condition under the terms of the Secured Notes, including the performance of the Collateral. The Issuer and the beneficial owners of interests in the Secured Notes (the “Beneficial Owners”) (acting unanimously) may agree to extend the term of the Secured Notes from the Maturity Date to a later date (the “Extended Maturity Date”), by service of a notice (the “Modification Notice”) to the Trustee and Principal Paying Agent no later than 5 business days prior to the Maturity Date. The Issuer and the Beneficial Owners may further extend the term of the Secured Notes from the Extended Maturity Date to a later date in accordance with the procedure set out above, in which case the Extended Maturity Date shall be deemed to be the latest date to which the term of the Secured Notes has been extended. The Issuer and the Beneficial Owners (acting unanimously) may agree to modify certain other provision of these Final Terms, provided that details of any such modification is included in the Modification Notice delivered to the Trustee and Principal Paying Agent pursuant to the Maturity Date provision above, which modification shall be effective from the relevant LIB02/1085993/9986455.3 Hogan Lovells - 4 - Maturity Date or other scheduled maturity date (as applicable). A Modification Notice may be executed on behalf of a Beneficial Owner by a broker, bank or other intermediary acting on behalf of the Beneficial Owner. The Maturity Date may be deferred to a later date by an Extension Notice (see “Extension of Maturity Date” below). 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 each Interest Period at a rate per annum equal to the Reference Rate for such Interest Period plus 0.36 per cent. The Issuer and the Beneficial Owners (acting unanimously) may agree to modify this Interest Rate provision by service of a Modification Notice to the Trustee and Principal Paying Agent. 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 any such date is not a Payment Business Day, on the first succeeding day that is a Payment Business Day. Interest Amount Payable Interest due on any 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 related Interest Period, (b) the Day Count Fraction, and (c) the Interest Rate. LIB02/1085993/9986455.3 Hogan Lovells - 5 - Interest due in respect of each Secured Note will be rounded up to the nearest whole cent. Interest Commencement Date 23 December 2020 Interest Period The period from and including the Interest Commencement Date for the Secured Notes to but excluding the first Interest Payment Date for the Secured Notes, and thereafter from and including each Interest Payment Date to but excluding the next Interest Payment Date, until the principal of the Secured Notes is paid or made available for payment.
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