The establishment of the Programme and the issuance of Certificates thereunder has been duly authorised by a resolution of the board of directors of the Trustee dated 12 October 2011. The Trustee has obtained all necessary consents, approvals and authorisations in the Cayman Islands in connection with the issue and performance of the Certificates.
Listing of Certificates
This Base Prospectus has been approved by the Central Bank as competent authority under the Prospectus Directive. Such approval relates only to the Certificates which are to be admitted to trading on the Regulated Market or any other MiFID Regulated Markets or which are to be offered to the public in any Member State. The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for Certificates issued under the Programme during the 12 months from the date of this Base Prospectus to be admitted to listing on the Official List and admitted to trading on the Regulated Market. However, Certificates may be issued pursuant to the Programme which will not be listed on the Irish Stock Exchange or any other stock exchange or which will be listed on such stock exchange as the Trustee and the relevant Dealer(s) may agree.
Legal and Arbitration Proceedings
Except as may be otherwise indicated in any document incorporated by reference into this Base Prospectus, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which the Trustee, GSI or GSG is aware) which may have, or have had during the twelve months prior to the date of this Base Prospectus, a significant effect on the financial position or profitability of the Trustee, GSI, GSG or any of GSG's Subsidiaries.
Significant/Material Change
Except as may be otherwise indicated in any document incorporated by reference into this Base Prospectus, since 31 December 2010 there has been no material adverse change in the financial position or prospects of GSI, GSG or any of GSG's Subsidiaries and, since 30 June 2011, there has not been any significant change in the financial or trading position of GSI, GSG or any of GSG's Subsidiaries.
There has been no material adverse change in the financial position or prospects of the Trustee and no significant change in the financial or trading position of the Trustee, in each case, since the date of its incorporation.
Auditors
PricewaterhouseCoopers LLP ("PwC"), an independent registered public accounting firm under the rules of the Public Company Accounting Oversight Board, of 300 Madison Avenue, New York, New York 10017, U.S.A., audited GSG's consolidated statements of financial condition as of December 31, 2009 and December 31, 2010 and the related consolidated statements of earnings, cash flows and changes in shareholders’ equity for the fiscal years ended December 31,2009 and December 31,2010 and issued unqualified audit opinions thereon. PwC has also reviewed GSG's unaudited interim condensed consolidated (quarterly) financial statements to date for 2011.
Since the date of its incorporation, no financial statements of the Trustee have been prepared. The Trustee is not required by Cayman Islands law, and does not intend, to publish audited financial statements.
Documents on Display
For the period of 12 months following the date of this Base Prospectus, physical copies of the following documents will be available for inspection by Certificateholders at the Specified Office of the Trustee and at the Specified Office of the Principal Paying Agent during normal business hours on any day (excluding Saturdays, Sundays and public holidays):
(b) the Master Murabaha Agreement and each Murabaha Contract, the Guarantee, the Buying Agency Agreement, the Agency Agreement, the Programme Agreement, the Master Declaration of Trust and the forms of the Global Certificate and the Definitive Certificates;
(c) any Supplemental Declaration of Trust in relation to Certificates which are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system; (d) a copy of this Base Prospectus;
(e) the documents incorporated by reference in this Base Prospectus as set out in "Documents Incorporated by Reference" above; and
(f) any future supplements to the Base Prospectus including Final Terms (save that a Final Terms relating to a Certificate which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Certificate and such holder must produce evidence satisfactory to the Trustee and the Principal Paying Agent as to its holding of Certificates and identity) and any other documents incorporated herein or therein by reference (free of charge).
For the period of 12 months following the date of this Base Prospectus, an electronic copy of GSG's amended and restated by-laws will be available for inspection by Certificateholders on GSG's website
(http://www2.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-
documents/).
The Goldman Sachs Group, Inc.
GSG is a Delaware corporation incorporated on 21 July 1998 with unlimited duration and with registration number 2923466. Pursuant to the third clause of its restated certificate of incorporation, the purpose of GSG is to engage in any lawful act or activity for which corporations may be organised under the Delaware General Corporation Law. The business address of GSG's directors is The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282, telephone +1 (212) 902 1000.
Clearing Systems
The Certificates have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate Common Code and the International Securities Identification Number allocated by Euroclear and Clearstream, Luxembourg in relation to the Certificates of each Series will be specified in the applicable Final Terms. The applicable Final Terms shall specify any other clearing system as shall have accepted the relevant Certificates for clearance together with any further appropriate information.
The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L1855 Luxembourg.
Dealers transacting with GSG
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for GSG and its Subsidiaries in the ordinary course of business.
TRUSTEE
Global Sukuk Company Limited
c/o MaplesFS Limited P.O. Box 1093, Queensgate House
Grand Cayman KY1-1102 Cayman Islands
BUYING AGENT AND CALCULATION AGENT